Exhibit 10(d) Amendment of Excess Benefit Plan

Kansas City Life Insurance Company

**THIRD AMENDMENT**

**KANSAS CITY LIFE**

**EXCESS BENEFIT PLAN**

**ARTICLE I**             

**Definitions**

1.     “Act”shall mean the Employee Retirement Income Security Act of 1974 (ERISA), as from time to time amended.

2.     “Pension Plan”shall mean the Kansas City Life Insurance Company Cash Balance Pension Plan, as amended from time to time.

3.     “Code”shall mean the Internal Revenue Code of 1986, as amended from time to time.

4.     “Company”shall mean Kansas City Life Insurance Company and any of its subsidiaries or affiliated business entities participating in the Pension Plan.

5.     “Effective date”shall mean January 1, 1999.

6.     “Maximum benefit”shall mean the maximum benefit permitted by Sections 415 and 401(a) (17) of the Code to be paid a participant of a defined benefit plan qualified under Sections 401(a) and 501(a).

7.     “Participant”shall mean any employee of the Company who is an active participant in the Pension Plan on or after the effective date and whose pension benefits determined on the basis of the provisions of such Pension Plan, without regard to the limitations            of the Code, would exceed the maximum benefit limited under Sections 415 and 401(a) (17) of the Code.

8.     “Plan”shall mean the Kansas City Life Excess Benefit Plan, as from time to time amended or restated, which shall be an unfunded plan as defined in Act Section 3 (36) and Department of Labor Regulation 2520.104-23.

9.     “Unrestricted benefit”shall mean the maximum normal, early, or deferred vested retirement benefit, payable pursuant to provisions of the Pension Plan, whichever is applicable, determined without regard to the limitations of the Code imposed under Sections            415 and 401 (a) (17).

**ARTICLE II**

**Benefits**

1.     Normal retirement benefit: Uponseparation from service followingthe retirement of a participant, as provided under the Pension Plan, such participant shall be entitled to a benefit equal in amount to his unrestricted benefit less            the maximum benefit.

2.     Deferred vested retirement benefit: If a participantseparates fromservice following his or hertermination ofemployment with the Company and is entitled to            a deferred vested retirement benefit provided under the Pension Plan, such a participant shall be entitled to a benefit equal to his unrestricted benefit less the maximum benefit.

3.     Spouse’s pension benefit: Subject to Section 2.04 below, upon the death of a participant whose spouse is eligible for a pre- or post-retirement surviving spouse benefit under the Pension Plan, the participant’s surviving spouse shall be entitled to a benefit equal to the surviving spouse benefit determined in            accordance with the provisions of the Pension Plan without regard to the limitation under Code Sections 415 and 401 (a) (17) less the maximum benefitand such benefit will be paid within ninety (90) days of the deathof the participant.

4.     Optional forms of benefit payment: A retirement benefit payable under this ARTICLE II shall be paid in a form and at a time available pursuant to the provisions of the Pension Plan.Available options for distribution include Lump Sum Payment, Single Life Annuity, 50%            Joint and Survivor Annuity and 100% Joint andSurvivor Annuity.Active participants as of December 1, 2008 must make their elections by December 31, 2008.Newly eligible participants must make their election within thirty (30) days of becoming a participant in the Plan.The election of the form of payment must be filed with the            Administrative Committee at least six (6) months prior to the payment being started or received, and once made, the election issubject to the subsequent election regulations as described in Internal Revenue Code Section 409A.However, a participant entitled to a benefit from the Pension Plan in 1998 may elect to receive a lump sum payment in 1998 without regard to this six (6) month requirement.Participants who are receiving monthly benefits on January 1, 1998 from this Plan are not eligible to elect a lump sum payment.A lump sum shall be determined in the same manner as it is determined under the Pension Plan.If no election is made, the default election shall be lump sum payment upon separation from service.

5.     In the case of a participant who meets the definition of a“Specified Employee”as defined in Code Section 409A(a)(2)(B)(i), his or her distribution shall be made six (6) months after separation from            service.

**A****RTICLE****III**

**Administration of the Plan**

1.     Administrator: The Plan shall be administered by the Administrative Committee elected by the Company pursuant to the Pension Plan, and subject to such authority detailed therein.The Administrator shall have the sole duty and responsibility of maintaining records,            making the requisite calculations, and disbursing the payments hereunder.The Administrator shall have full and complete discretionary authority in performing its duties.The Administrator’s interpretations, determinations, regulations, and calculations shall be final and binding on all persons and parties concerned.

2.     Amendment and termination: Kansas City Life Insurance Company may amend or terminate the Plan at any time, provided, however, that no such amendment or termination shall adversely affect abenefitto which a termination or retired            participant or his beneficiary is entitled under ARTICLE II prior to the date of such amendment or termination unless the participant becomes entitled to an amount equal to such benefit under another plan or practice adopted by the Company.

3.     Payments: The Company will pay all benefits arising under this Plan and all costs, charges, and expenses relating thereto.

4.     Non-assignability of benefits: The benefits payable hereunder or the right to receive future benefits under the Plan may not be anticipated, alienated, pledged, encumbered, or subjected to any charge or legal process, and if any attempt is made to do so, or a person eligible for any benefits becomes bankrupt, the            interest under the Plan of the person affected may be terminated by the Administrator which, in its sole discretions, may cause the same to be held or applied for the benefit of one or more of the departments of such person or make any other disposition of such benefits that it deems appropriate.

5.     Status of Plan: The benefits under this Plan shall not be funded, but shall constitute liabilities by the Company payable when due.

6.     Non-guarantee of employment: Nothing contained in this Plan shall be construed as a contract of employment between the Company and any participants, or as a right of any participant to be continued in employment of the Company, or as a limitation on the right of the Company to discharge any of its employees, with or            without cause.

7.     Applicable law: All questions pertaining to the construction, validity and effect of the Plan shall be determined in accordance with the laws of the United States and to the extent not pre-empted by such laws, by the laws of the State of Missouri.

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IN WITNESS WHEREOF, Kansas City Life Insurance Company has caused the Third Amendment to the Kansas City Life Excess Benefit Plan to be executed by its authorized Officers and its Corporate Seal to be hereunto affixed, to be signed effective as ofDecember 1, 2008, on this            30thday of December, 2008.                           

**Kansas City Life Insurance Company**

By:/s/Wm. A. Schalekamp

Its: Vice President

**Attest:**

By:/s/Sherri Morehead

Its: Assistant Secretary

**Officers:**

/s/Mark A. Milton             

/s/Charles R. Duffy

/s/Tracy W. Knapp