Exhibit 10(a), Form 10-K

Kansas City Life Insurance Company

**ELEVENTH AMENDMENT**

**     **

**KANSAS CITY LIFE            DEFERRED COMPENSATION PLAN**

     

TheKansas City Life Deferred Compensation Plan is hereby amended and restated by Kansas City Life Insurance Company (“Company”)to be effective December 1, 2008.

WHEREAS, Section 409A was added to the Internal Revenue Code (“Code”) by the American Jobs Creation Act of 2004, and Section 409A makes significant changes to the rules governing deferred compensation plans; and

WHEREAS, the Company intends toamend and restate thePlanin orderto comply with Code Section 409A.

NOW, THEREFORE, the Company hereby states the Plan as follows:

**ARTICLE I             **

**Creation and Purpose**

1.     It is the intention of the Company to establish this Plan of DeferredCompensation for the benefit of designated employeesselected by            management.

2.     By enrolling in this Plan, an employee agrees to defer a portion of his or her current earnings. It is the intent of this Plan that accumulated and vested benefits will be paid to suchParticipants at the            time ofan eventallowed underCode Section409A,hereinafter referred to as a“Payment Event”as follows:

a.     ata specified time or pursuant to a fixed scheduled specified under the Plan at the date of deferral;

b.     uponSeparation fromService,or in the case of aParticipantwho meets the definition of a“SpecifiedEmployee”as            defined inCodeSection409A(a)(2)(B)(i) uponsix (6)months afterSeparation fromService;

c.     Disability;

d.     death;

e.     Change intheOwnership orEffectiveControl of the Company;or

f.     theoccurrence of anUnforeseeableEmergency.

**ARTICLE II             **

**Definitions**

(a)     “Salary”shall mean only the fixed amounts, weekly, semi-monthly, or monthly, due and payable to the employee by the Company, and does not include any bonuses, overtime pay or other extraordinary payments by            the Company.

(b)     “Bonus”shall mean Regional Marketing, Group Sales and Incentive bonuses by the Company.

(c)     “DeferredCompensation”shall mean the amount ofSalaryand/orBonusnot yet earned, which theParticipant and the Company mutually agree shall be deferred in accordance with the provisions of this            Plan.

(d)     “NormalRetirement”shall meanTermination fromEmployment with the Company becoming effective on or about the first day of the calendar month following theParticipant’s attainment of age sixty-five (65).

(e)     “EarlyRetirement”shall mean retirement from employment with the Company on the first day of any month following aParticipant’s fifty-fifth (55th)birth datewith the attainment of at least five(5)years of employment.For purposes of determining the attainment of at least five (5) years of employment, the years of employment of aParticipant with Old American Insurance Company prior to November 1, 1991 shall not be taken into account.

(f)     “Termination ofEmployment”shall mean the severance of theParticipant’s employment with the Company prior to his or her eligibility forretirement.

(g)     “Separation fromService”shall mean when an employee leaves the company due toNormalRetirement,EarlyRetirement, death, or otherwise has aTermination            ofEmployment with the Company.

(h)     “Participant”shall mean any employee of Kansas City Life Insurance Company, or any subsidiary corporation, under the rules of common law, who shall be a member of a select group of management            or highly compensated employees designated for participation by Kansas City Life Insurance Company from time to time.

(i)     “Company”means Kansas City Life Insurance Company, a Missouri Corporation, Sunset Life Insurance Company of America, a Missouri Corporation, Old American Insurance Company, a Missouri            Corporation and any other subsidiary corporation of Kansas City Life Insurance Company, any or all of which may sometimes be referred to herein as affiliated corporations.

(j)     “CompanyStock”shall mean shares of the common capital stock of Kansas City Life Insurance Company.

(k)     “Disability”shall mean that theParticipant,by reason            of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less thantwelve (12)monthsis (i) unable to engage in any substantial gainful activity or (ii)receiving income replacement benefits for at least three (3) months underan accident and health plan covering employees of the Company.The Administrative Committee will make all determinations ofDisability under            this Plan.

(l)     “UnforeseeableEmergency”shall mean a severe financial hardship to theParticipantresulting from an illness or accident of theParticipant, theParticipant’s spouse, theParticipant’s beneficiary, or            theParticipant’s dependent(as defined inCode Section152, without regard to Section 152(b)(1), (b)(2), and (d)(1)(B)); loss of theParticipant’s property due to casualty; or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of theParticipant.Whether aParticipantis faced with anUnforeseeableEmergency permitting a distribution is to be determined based on the relevant facts and circumstances of each case, but, in any case, a distribution on account ofUnforeseeableEmergency may not be made to the extent that such emergency is or may be relieved through reimbursement or compensation from insurance or otherwise, by liquidation of theParticipant’s assets, to the extent that liquidation of such assets would not cause severe financial hardship, or by cessation of deferrals under thePlan.The Administrative Committee will make all determinations ofUnforeseeableEmergencies under this Plan.

(m)     “Change in theOwnership”of the Company shalloccur            onthe date that any one person, or more than one person acting as a group, acquires ownership of stock of the Company that, together with stock held by such person or group, constitutes more thanfiftypercent(50%)of the total fair market value or total voting power of the stock of the Company.

(n)     “Change in theEffectiveControl”of the Company            shalloccur onthe date that any one person, or more than on person acting as a group, acquires (or has acquired during thetwelve (12)month period ending on the date of the most recent acquisition by such            person or persons) ownership of stock of theCompanypossessingthirtypercent(30%)or more of the total voting power of the stock of such corporation or the date a majority of members of theCompany’sBoard ofDirectors is replaced during anytwelve (12)month period by directors whose appointment or election is not endorsed by a majority of the members of theCompany’sBoard ofDirectors before the date of the appointmentorelection.

(o)     “Plan Administrator”shall mean the Administrative Committee of the Plan.

(p)     “Plan Year”shall mean the twelve (12) month period beginning January 1stof each year and ending December 31stof each year.

**ARTICLE III             **

**Administration**

1.     The Administrative Committee, sometimes herein referred to as the“Committee”, shall consist of a number of persons, not less than three (3) nor more than five (5), designated by the Executive            Committee of Kansas City Life Insurance Company, who shall serve terms of one (1) year or until their successors are designated, and said Committee shall have the responsibility for the general administration of the Plan and for carrying out the provisions of the Plan in accordance with its terms.The Committee shall have absolute discretion in carrying out its responsibilities.

2.     The Committee may appoint from its members such committees with such powers as it shall determine; may authorize one (1) or more of its number or any agent to execute or deliver any instrument or make any payment on its behalf; and may utilize counsel, employ agents and provide for such            clerical and accounting services as it may require in carrying out the provisions of the Plan.

3.     The Committee shall hold meetings upon such notice, at such place or places, and at such time or times as it may from time to time determine.

4.     The action of a majority of the members expressed from time to time by a vote in a meeting or in writing without a meeting shall constitute the action of the Committee and shall have the same effect for all purposes as if assented to by all members of the Committee at the time in            office.

5.     No member of the Committee shall receive any compensation for hisor herservices as such, and, except as required by law, no bond or            other security shall be required of him in such capacity in any jurisdiction.

6.     Subject to the limitations of this Plan and Trust, the Committee from time to time shall establish rules or regulations for the administration of the Plan and the transaction of its business.The Committee            shall have full and complete discretionary authority to construe and interpret the Plan and decide any and all matters arising hereunder, except such matters which the Executive Committee of the Company from time to time may reserve for itself, including the right to remedy possible ambiguities, inconsistencies or omissions.All interpretations, determinations and decisions of the Committee or the Executive            Committee of Kansas City Life Insurance Company in respect of any matter hereunder shall be final, conclusive and binding on all parties affected thereby.The Committee shall, when requested, submit a report to the Executive Committee of Kansas City Life Insurance Company giving a brief account of the operation of the Plan and the performance of the various funds and accounts established pursuant to the            Plan.

7.     Any member of the Committee may resign by giving notice to the Executive Committee at least fifteen (15) days before the effective date of hisor herresignation.Any Committee member shall resign upon request of the Executive Committee. The Executive Committee shall fill all vacancies on the Committee as soon as is reasonably possible after a resignation takes place, and until a new appointment takes place, the remaining members of the Committee shall have authority to act, if approved by            either a majority of the remaining members or by two (2) members, whichever number is lesser.

**ARTICLE IV             **

**Participation in the Plan**

1.     Following his or her designation by the Company, aqualified employee may commence hisor herparticipation in this Plan as of the first day of the month coinciding with or next followingsuchdesignation, whichever first occurs.Heor            sheshall be notified of hisor hereligibility from time to time by the Company.

2.     The eligible employee who desires to participate must execute aSalaryand/or eligibleBonusreduction agreement in form prescribed by the Company,as provided in Section 3 of this Article IV,and the employee shall thereby agree to the terms of this Plan and any amendments hereafter            adopted.

3.     CommencingDecember 1, 2008, on or before December 31, 2008 for the subsequent PlanYear beginning January 1, 2009, or in the case of a            newly eligibleParticipant within thirty (30) days of becoming eligible, eachParticipant may elect to have his or herSalary or eligibleBonus reduced in an amount equivalent to one percent (1%) through one            hundred percent (100%), and said amount shall be withheld by payroll deduction.Where an employeehas ceased beingeligible to participate in the Plan (other than the accrual of earnings), regardless ofwhetherall amounts deferred under the Plan have been paid, and subsequentlybecomes eligible to participate in the Plan again, theemployeemay            betreated as being initially eligible to participate inthe plan if the employeehad not beeneligible to participate in the Plan (other than the accrual of earnings)at any time during thetwenty-four (24)month period endingon the date the employeeagain becomeseligible to participate in the Plan.For each PlanYear 2009 and after,Salary and/or eligibleBonus deferral elections for the following PlanYear must be made by December 31stof the year preceding the PlanYear and shall be irrevocable for the entire PlanYear.Deferral elections shall remain in effect in subsequent years unless terminated or modified by theParticipantand are irrevocable during thePlanYear.These amounts shall be theParticipants’DeferredCompensation.Thecredits herein may sometimes be referred to as theParticipant’s“elective account”.

4.     TheParticipant may cancel or change his or herSalary and/or eligibleBonus deferral election up until the deadline for submitting hisor heror election, by December 31stof the year preceding the            PlanYear.

5.     Commencing December 1, 2008, on or before December 31, 2008 for the subsequent PlanYear beginning January 1, 2009, eachParticipant may            elect tomake changes to his or her distribution methodon amounts deferred before December 31, 2008, specifically the time and form of payments on the entire balance of his or her respective accountin a fashion allowable under this Plan and as described below, includingallcredits and earnings to his or her respective account through December 31, 2008, provided that (a) such new election is consistent with the other provisions of this Plan, (b) the election applies only to amounts that would not otherwise be paid in the calendar year in which the new election is made, and (c) the election does not cause an amount to be            paid in the year in which the new election is made.

6.     CommencingbyDecember 31, 2008 for the subsequent PlanYear            beginning January 1, 2009,or in the case of a newly eligibleParticipant within thirty (30) days of becoming eligible,eachParticipant maydeterminethe time and form of payment of distribution(s)on futurecredits.Where a Participant has ceased being eligible to participate in the Plan            (other than the accrual of earnings), regardless of whether all amounts deferred under the Plan have been paid, and subsequently becomes eligible to participate in the Plan again, the Participant may be treated as being initially eligible to participate in the Plan if the Participant had not been eligible to participate in the Plan (other than the accrual of earnings) at any time during the twenty-four (24) month period ending on the date the Participant again becomes eligible to            participate in the Plan.Specifically,by identifying which percentage of newcredits to apply to each time and form of distribution method, the total of which must equal one hundred percent (100%),theParticipant may selectone(1), two(2)or three(3)methods of distribution on newcredits.The one(1), two(2)or three(3)methods of distribution selected by theParticipant shallonly be changed in accordance with thesubsequentchange rules as describedbelow.TheParticipant may select time and form of paymentas follows:

a.     Time of Payment

i.     TheParticipant may select payment atSeparation fromService, or            theParticipant may select payment at a specified time in a subsequent PlanYear.

ii.     TheParticipant may select if he or sheshall take a distribution ifSeparation fromServiceoccurs before the specified time selected.

b.     Form of Payment

i.     TheParticipant may select payment in alump sum distribution, or theParticipant            may select payment in one of the following actuarially equivalent annuity forms as offered by the Company:

1.     Life Only Annuity

2.     Certain and Life Annuity

3.     Installment Refund Annuity

4.     Specified Period Annuity

5.     Joint and Survivor Life Annuity

6.     Joint and Survivor Certain and Life Annuity

7.     TheParticipant may cancel or change his or her distribution method for the next year’scredits and earnings up until the deadline            for submitting his orherelection, by December 31stof the year preceding the PlanYear.

8.     Percentagecontributionsto distribution methods shall remain in effect in subsequent years unless terminated or modified by theParticipant.

9.     For aParticipantto make subsequent deferral election, including a delay in a payment or a change in the form of payment previously            selected,such election will take effecttwelve (12) months after the date on which the subsequent election is made.Except in the cases of payment on account at the occurrence ofDisability, death orUnforeseeableEmergency, payments with respect to which such election is made must be deferred for a period of not less than five(5)years from the date such payment would have otherwise have been paid, or in the case            of anannuity, five(5)years from the date the first amount was scheduled to be paid.Any election related to a payment at a specified time must be made not less than twelve (12) months before the date the            payment is schedule to be paid, or in the case of anannuity, twelve (12) months before the date the first amount was scheduled to be paid.

10.     If no alternative time or form of payment upon distribution is selected as allowed under this Plan, all distributions provided or pursuant to this Plan shall be in the form of a lump sum payment atSeparation fromService, or in the case of aParticipantwho meets the definition of a“SpecifiedEmployee”as defined inCode Section409A(a)(2)(B)(i),upon six(6)months afterSeparationfromService.If a payment is made as a result of            the death of theParticipant, the payment shall be made to the surviving spouse of theParticipant, if any, unless a beneficiary designation has been provided.

11.     TheParticipantmay cancel his or her deferral election due toUnforeseeableEmergencyupon approval by the Administrative Committee.TheParticipantmay also cancel his or her deferral election where such cancellation occurs by the later of theend of the taxable year of theParticipant or the15thday of the thirdmonth following the date theParticipant incurs aDisabilityrecognized by the Administrative Committee under the terms of this Plan.

12.     The Company shall maintainhypotheticalaccounts reflecting the amount ofSalaryor eligibleBonuswithheld from an individual pursuant to this Plan, and the balance in eachParticipant’s elective account shall be            fully vested at all times.The assets reflected in such accounts, if any,shall be owned by the Company and shall be subject to the claims of the Company’s creditors.The Plan is unfunded and theParticipants of the plan are unsecured general creditors of the Company.

13.     Amounts held in aParticipant’s elective account shall be distributed to him or her within a period of ninety (90) days following his or herPaymentEvent.Distributions to an employee identified as aSpecifiedEmployee may not be made before the date that is six(6)months after the date ofSeparation fromService or, if earlier, the date of death.

14.     In the event of a distributiondue to Disability,death,Unforeseeable Emergency orChange in Control or Effective Control of the Company, the Participant will receive distribution in lump sum form, regardlessofif the Payment Eventof Disability,death,Unforeseeable Emergency or Change in Control or EffectiveControl occurs prior to the originally selected payment date and regardless of the form previously selected.When a distributionis made to a SpecifiedEmployee dueDisability,death,Unforeseeable Emergency or Change in Control or effective control of the Company, the payment shall not be delayed six (6) months.

**ARTICLE V             **

**Company ****Credit****s**

1.     The Company shall, with respect to eachParticipant, maintain an account in an amount equal to one hundred percent (100%) of suchParticipant’screditresulting from hisor herSalaryand/or            eligibleBonusreduction agreement.The Company may, solely at its discretion, add additional amounts for the accounts of designated individualsfromtime to time as determined by the Company.Such Companycredits account shall be separate from theParticipant’s elective account.Gains and            losses regarding the value of such accounts shall be determined by the changes in market value of the common capital stock of the Company and the accumulation of dividends.In the event of any change in the outstanding stock of the Company by reason of a stock dividend, recapitalization, merger, consolidation, exchange of shares, or any similar device, the account balance shall be adjusted            appropriately.

2.     The balance in the Company account established for eachParticipant shall be subject to the vesting provisions of Article VII.The value            of the Company account for suchParticipant shall be distributed to him or her at the time of hisor herPaymentEvent.TheParticipant shall not be entitled to shares of the CompanyStock, and shall be entitled only to cash.

**ARTICLE VI             **

**Investments**

A Participant may request that his or her notional account be treated as if it were invested in the available investment options (“Hypothetical Investments”) designated by the Plan Administrator for such purpose.Once made, an            investment allocation request shall remain in effect for all subsequent credits to the Plan until changed by a Participant.A Participant may change his or her investment allocation by submitting a written request to the Company on such forms as may be required by Company or by utilizing an online option to change investment allocations, if an online option is made available by the Plan Administrator.Such changes shall become effective as soon as administratively feasible after the Company receives such written or online request.Although the Company intends to investcredits to the Plan according to a Participant’s requests, it reserves the right in its sole discretion to            investcredits to Plan without regard to such requests.Gains or losses associated with the Hypothetical Investments of a Participant’s account shall be credited or debited to such account.

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**ARTICLE VII             **

**Vesting**

1.     Commencing January 1, 2002, the value of aParticipant’s account with respect to Companycredits made for hisor herbenefit shall be vested, to the extent of the percentage applicable, upon the valuation date of the month in which theParticipant completes theYears ofEmployment with the Company in accordance with the following schedule:

Years of     Percentage            Employment     Vested

1     0            2     20            3     40            4    60            5     80            6     100            7     100

2.     A“Year ofEmployment”shall mean a twelve (12)            consecutive monthly period of employment with the Company dating from commencement of employment, during which he or she shall complete at least one thousand (1,000) hours of employment.If an employee’s employment with either Kansas City Life Insurance Company or one of its affiliated corporations shall be terminated, and heor sheis immediately employed by any other of such affiliated corporations, hisor heremployment shall be regarded as continuous and treated as if under one employer for vesting purposes.However, years of employment of an            employee of Old American Insurance Company prior to November 1, 1991 shall not be taken into account for purposes of this Article VII.

3.     In the event aParticipant shallSeparate fromServicewith the Company or any of its affiliated corporations, by reason of death orNormal Retirement orEarlyRetirement as defined herein, the value of hisor heraccount shall be one hundred percent (100%) vested upon the valuation date of the month in which such death or retirement occurs, and shall be distributed to him or her within a period of ninety (90) daysafterthe Separation from Service occurs, or in the case of aParticipantwho meets the definition of a“SpecifiedEmployee”as defined inCode Section409A(a)(2)(B)(i) upon six(6)months            afterSeparation fromService.

**ARTICLE VIII             **

**Miscellaneous**

1.     AnyParticipant or retiredParticipant shall have the right to designate a new beneficiary at any time by filing with the Company a            written request for such change, but any such change shall become effective only upon receipt of such request by the Company.Upon receipt by the Company of such request, the change shall relate back to and take effect as of the date suchParticipant signs such request whether or not suchParticipant is living at the time the Company receives such request.

2.     If there be no designated beneficiary living or in effect at the death of suchParticipantwhen any payment hereunder shall be payable to            the beneficiary, then such payment shall be made as follows: To suchParticipant’s spouse, if living; if not living, to suchParticipant’s then living lineal descendants, in equal shares, per stirpes; if none survives, to suchParticipant’s surviving parents,            equally.If neither survives, to suchParticipant’s executors or administrators.

3.     The interest hereunder of anyParticipant, retiredParticipant or beneficiary shall not be alienable, either by assignment or by any            other method, and to the maximum extent permissible by law, shall not be subject to being taken, by any process whatever, by the creditors of suchParticipant, retiredParticipant or beneficiary.

4.     Nothing herein contained nor any action taken under the provisions hereof shall be construed as giving any employee the right to be retained in the employment of the Company.

5.     The Company shall have the right to amend or terminate this Plan at any time.

**ARTICLE VIX             **

**Claims Procedure**

1.     SubmittingaClaim.Upon request, the Administrative            Committeeshall provide any Participant or Beneficiary (“Claimant”) with a claim form which the Claimant can use to request benefits.In addition, the Committee will consider any written request for benefits or other inquiries relating to benefits under the Plan to be a claim.

2.     Approval of Initial Claim.If a claim for benefits is approved, the Committee shall provide the Claimant with written or electronic notice of such approval.The notice shall include:

a.     the amount of benefits to which the Claimant is entitled;

b.     the duration of such benefit;

c.     the time the benefit is to commence; and

d.     other pertinent information concerning the benefit.

3.     Denial of Initial Claim.If a claim for benefits is denied (in whole or in part) by the Committee, the Committee shall provide the Claimant with written or electronic notification of such denial within            ninety (90) days after receipt of the claim, unless special circumstances require an extension of time for processing the claim.(See Section 6 for the procedures concerning extensions of time.) The notice of denial of the claim shall include:

a.     the specific reason that the claim was denied;

b.     a reference to the specific Plan provisions on which the denial was based;

c.     a description of any additional material or information necessary to perfect the claim, and an explanation of why this material or information is necessary; and

d.     a description of the Plan’s appeal procedures and the time limits that apply to such procedures, including a statement of the Claimant’s right to bring a civil action under ERISA Section 502(a) if the claim is denied on appeal.

The Claimant (or hisor herduly authorized representative) may review pertinent documents and submit issues and comments in writing to the Committee.The Claimant may appeal the denial as set forth in the next section of this procedure.If the Claimant fails to appeal such action to the Board in writing within the prescribed period of time described in the next section, the Committee’s denial of a claim shall be final, binding and conclusive.

4.     Filing the Appeal.In the event that a claim is denied (in whole or in part), the Claimant may appeal the denial by giving written notice of the appeal to the Secretary of the Board of Directors            (“Board”) within sixty (60) days after the Claimant receives the notice of denial of the claim.At the same time the Claimant submits a notice of appeal, the Claimant may also submit written comments, documents, records, and other information relating to the claim.The Board shall review and consider this information without regard to            whether the information was submitted or considered in conjunction with the initial claim.The Claimant may, upon request and without charge, have access to, and copies of, documents, records and other information relating to the claim.

5.     General Appeal Procedure.The Board (or its designee) may hold a hearing or otherwise ascertain such facts as it deems necessary and shall render a decision which shall be binding upon both parties.The Board shall render a decision on appeal within sixty (60) days after the receipt by the Board of the notice of appeal, unless special circumstances require an extension of time.(See Section 6 for the procedures concerning extensions of time.)

The appeal decision of the Board shall be provided in written or electronic form to the Claimant.If the appeal decision is adverse to the Claimant, then the written decision shall include the following:

a.     the specific reason or reasons for the appeal decision;

b.     reference to the specific Plan provisions on which the appeal decision is based;

c.     a statement that the Claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the Claimant’s claim for benefits.(Whether a document, record, or other information is relevant to a claim for benefits shall be determined by reference to 29 C.F.R. § 2560.503-1(m)(8));

d.     a statement describing any voluntary appeal procedures offered by the Plan and the Claimant’s right to obtain the information about such procedures; and

e.     a statement of the Claimant’s right to bring an action under Section 502(a) of the Employee Retirement Income Security Act.

6.     Notice of Extension.If the Committee or Board requires an extension of time, the Committee or Board shall provide the Claimant with written or electronic notice of the extension before the first day of the            extension.The notice of the extension shall include:

a.     an explanation of the circumstances requiring the extension;

b.     the date by which the Committee or Board expects to render a decision;

c.     for purposes of an initial claim, no more than one extension of ninety (90) days shall be allowed; and

d.     for purposes of an appeal, no more than one extension of sixty (60) days shall be allowed.

*******

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IN WITNESS WHEREOF, Kansas City Life Insurance Company has caused the Kansas City Life Deferred Compensation Plan to be executed by its authorized Officers and its Corporate Seal to be hereunto affixed, to be signed effective as of December 1, 2008, on this30thday of December, 2008.                           

**Kansas City Life Insurance Company**

By:/s/Wm. A. Schalekamp

Its: Vice President

**Attest:**

By:/s/Kimberly K. Farrow

Its: Assistant Secretary

**Officers:**

/s/Tracy W. Knapp                          

/s/Mark A. Milton

/s/Charles R. Duffy