Exhibit 10(p)(2)

AMENDMENT TWO TO MARKETING AGREEMENT

This document is Amendment Two to the Marketing Agreement made and entered into effective November 15, 2002, and amended by Amendment One to Marketing Agreement, effective July 1, 2003, (the “Agreement”), by and between American National Insurance Company (“American National”), an insurance company organized under the laws of the state of Texas, and Legacy Marketing Group (“LMG”), a California corporation.

WHEREAS, American National and LMG agree it can be in their mutual interest for Wholesalers of LMG to sell American National products directly for American National and in consideration of the mutual covenants contained herein, the parties agree as follows:

1.  LMG shall provide American National with a list of its * and * Wholesalers (LMG Wholesalers), including names and telephone numbers in Appendix A, which will be updated periodically, for American National to contact these Wholesalers to encourage production for American National Insurance Company only.  American National acknowledges and agrees that the information in Appendix A is confidential and solely for the use contemplated in this amendment, and does not extend to any affiliates and/or subsidiaries of American National.  

2.  LMG Wholesalers will be contracted by American National at the NMD level or if agreed, at a lower level under LMG’s  contract.  LMG associated NMDs that have not met NMD production level within * (*) years after the date of this Amendment, (for those contracted subsequently, * (*) years from the contract date) will be reduced and moved under LMG as a Regional General Agent (“RGA”), and LMG will receive overrides in accordance with the NMD contract.

3.  Certain LMG Wholesalers (* and *) contracted with American National as a National Marketing Director (“NMD”) prior to this amendment, will be * as NMDs with American Nat