All officers, employees and directors of any member of the American National Insurance Company family of companies must be familiar with and adhere to this published Code of Ethics.

We feel that it is important for anyone dealing with Standard Life and Accident to be aware that such a code is in place and that it is stringently enforced.

This Code of Business Conduct and Ethics (the “Code”) applies to all officers, employees, and directors of American National Insurance Company and its direct and indirect subsidiaries (collectively, the “Company”). All references in this Code to “you” and “we” are intended to include such persons. This Code is a supplement to other Company policies and procedures.

This Code provides guidance on how to maintain the Company’s commitment to being ethical in all of its business dealings. In all Company matters, you must abide by the ethics and compliance principles set forth in this Code as well as all other applicable corporate policies and procedures. Violations of the Code or other policies are subject to disciplinary action, up to and including termination. In some cases, civil and criminal penalties may also apply.

You are expected to know, understand, and comply with the policies set forth in this Code. Accordingly, you should read the Code carefully to make sure you understand all of the provisions of the Code, the consequences of not complying with the Code, and the importance of the Code to the Company’s continuing success. You will be required to sign a statement of compliance annually, pledging that you have read and understood this Code, and that you will abide by all of its provisions.

This Code cannot anticipate every possible situation or cover every topic in detail. The central concept of the Code is to confirm the Company’s commitment to the principles of ethical and lawful business conduct, and all of our business decisions should be evaluated in this light. The business endeavors of the Company must be conducted in accordance with the highest ethical and moral standards, avoiding any activity or transaction which would be in contravention of the law. It is important for all of us to remember that the Company’s success depends in large measure upon public confidence in our integrity and principled business conduct.

You owe a duty of loyalty and a duty of care to the Company. A conflict of interest exists when your private interests interfere in any way with the interests of the Company as a whole. A conflict of interest may arise when you take actions or have personal interests that are incompatible with the interests of the Company or that may make it difficult for you to perform your work objectively and effectively. The basic principle to be observed is that your corporate position should not be used to make a personal profit. You are expected to exercise prudent judgment in the interpretation of this Code and be alert to any situation that might be subject to question.

A transaction involving an actual or apparent conflict of interest must be avoided unless you receive prior approval of the transaction from the Board of Directors if you are a director or officer, or prior approval of the President of the Company if you are a non-officer employee. The following is a non-exhaustive list of typical conflicts of interest which are prohibited unless the required prior approval is received:

1. The direct or indirect acceptance of a commission, fee, expense payment, gift, or other pecuniary benefit, other than modest gifts of common business courtesy with des minimis value, from any source other than the Company on account of, in connection with, or in any way related to any person or firm with whom the Company has existing or potential business dealings or investment interests;
   
   
2. The ownership or acquisition, either directly or indirectly, of a material interest in any outside concern which does business with the Company or in any real or personal property which the Company is purchasing, leasing, or selling, or on which the Company is making or has an outstanding loan;
   
   
3. The holding of an office in, or the direct or indirect ownership of a material interest in any competitor of the Company; and
   
   
4. The participation in or purchase of, either directly or indirectly, an offering of any tangible or intangible personal property to the Company, including stocks, notes, securities convertible into stock, warrants or similar properties, but not including purchases made at open market quotations not less than one business day after the Company has purchased or declined to purchase any part of the offering to the Company.

You may not use Company property or information or your position with the Company for personal gain. If you are presented with a business opportunity through the use of Company property or information or because of your position with the Company, and if such opportunity is within the Company’s lines of business, then you must first present the business opportunity to the Company before pursuing it in an individual capacity. Each such business opportunity that you wish to pursue must be disclosed to a supervisor, who shall then contact the executive officer to whom he or she reports. If the Company issues a written waiver of its right to pursue the business opportunity and grants you written consent to pursue the business opportunity, you may do so on the same terms and conditions as originally proposed and consistent with the other ethical guidelines established by this Code and Company policies.

You are required to act honestly and deal fairly and ethically in all of the Company’s business relationships, whether with its policyholders, customers, suppliers, competitors, or other Company personnel. This requirement goes beyond mere compliance with the law. You should not take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair or unethical practice.

You must comply fully with this Code and all applicable federal, state, and local laws, rules, and regulations that govern the Company’s business. Because the laws that are applicable to the Company’s business are often very complex, and penalties for violations can be severe, you should discuss any legal questions that you may have with your supervising Company officer, who may refer your question to the Company’s legal counsel. If you suspect or become aware of a violation of law by a Company director, officer, or employee, it is your responsibility to report this immediately to the Company’s Senior Vice President, Corporate Affairs.

The Company maintains a number of policies that are designed to assist employees in complying with applicable law in the conduct of the Company’s business. These include the Company’s policies on sexual harassment, equal employment opportunity, insider trading, and substance abuse, which are described in other written materials available to you.

The Company must maintain high ethical and professional standards in dealings with government officials and members of the private sector. Accordingly, you must not, on behalf of the Company, directly or indirectly promise, offer or make payment in money or anything of value to anyone, including any government official, agent, or employee of any government, political party, labor organization or business entity or any candidate of a political party, with the intent to induce favorable business treatment or to improperly affect business or government decisions. This prohibition does not restrict your individual, personal right to make lawful contributions of your own funds to any organization or political candidate you wish.

It is Company policy to make full, fair, accurate, timely, and understandable disclosure in compliance with all applicable laws and regulations in all reports and documents that the Company files with, or submits to, applicable regulatory bodies and in all other public communications made by the Company.

The Audit Committee of the Board of Directors has established written procedures for the receipt, retention, and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters, and for the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters. The Audit Committee Complaint Procedures are available on the intranet maintained by the Company for its employees, as well as on the Company’s internet website.

You must protect the Company’s assets and ensure their efficient and appropriate use. Theft, carelessness, and waste have a direct impact on the Company’s profitability. All Company assets must be used in accordance with applicable Company policies and procedures.

You may have access to extensive files of information regarding policyholders, customers, suppliers, employees, and consultants. Much of this information is confidential, and we have an obligation to keep it that way. In this regard, information about our policyholders is particularly sensitive. They must be able to trust that we will treat such information with care and not disclose it except as may be required or permitted by law. The Company’s Confidential Documents Handling and Disposal Policy governs the use and disclosure of confidential policyholder information and confidential Company financial information.

The information systems activity of the Company is to be conducted in a secure environment. Information systems has become an integral part of all business and administrative processes of the Company. As such, the security, reliability, and integrity of the associated data, processes, and systems are of vital importance. The Company’s Corporate Information Management Security Policy and Guidelines set forth the guiding principles for ensuring such security, reliability, and integrity.

If you have knowledge or suspicion of a violation of this Code, you must immediately report it to the Company’s Senior Vice President, Corporate Affairs. You may report anonymously if you choose. Any reported violations or suspected violations of the Code involving any accounting, internal accounting controls, or auditing matters relating to the Company should be reported to the Audit Committee Chairman in accordance with the Company’s Audit Committee Complaint Procedures discussed above.

The Company will not permit retaliation for reports made in good faith.

Investigations of reported violations of the Code shall be at the direction of the Company’s Senior Vice President, Corporate Affairs. After such investigation, the Senior Vice President, Corporate Affairs will make recommendations, if any, to the Company President. The Chairman of the Audit Committee shall be notified of the facts and recommendations associated with any investigation of any Company officer or director for violations of this Code.

The Company intends to use every reasonable effort to prevent the occurrence of conduct not in compliance with this Code and to halt any such conduct as soon as reasonably possible after its discovery. Company personnel who violate this Code or other Company policies and procedures may be subject to disciplinary action up to and including termination. In appropriate circumstances, the Company may pursue civil remedies or seek criminal prosecution.

Waivers of violations of the Code by directors or executive officers must receive approval of the Board of Directors. All other waivers of violations of the Code must be approved by the President of the Company or his or her designee. Any such waivers, along with the reason for such waiver, must be reported on the Company’s internet website within five business days.

You will be required to complete a certification upon first accepting a position with the Company and annually thereafter acknowledging your understanding of, and compliance with, this Code.

This Code shall be published on the intranet maintained by the Company for its employees, as well as on the Company’s internet website. The adoption of this Code must be disclosed in the Company’s annual report to shareholders. Such disclosure shall state that the Code is available on the Company’s internet website, stating the address of such website, and that any waivers granted will be posted on the website.

This Code is a statement of fundamental principles and key policies and procedures that govern the Conduct of the Company’s business. It is not intended to and does not in any way constitute an employment contract or an assurance of continued employment or otherwise create any rights in you.

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