THIRTEENTH AMENDMENT
                                                  KANSAS CITY LIFE                                                 EMPLOYEE STOCK PLAN
        THISTHIRTEENTH AMENDMENT, comprising the restated Kansas City Life Employee StockPlan, is effective the 1st day of January, 2001, and is entered into by andbetween Kansas City Life Insurance Company, a Corporation organized and existingunder the Laws of the State of Missouri, hereinafter called the“Company”, and John K. Koetting, Robert C. Miller and Anne C. Moberg,hereinafter referred to as the “Trustees”. 

                                                      ARTICLE I
                                            Creation and Purpose of Trust
        1.1Name. The Company hereby creates this Plan and Trust to be known as the“Kansas City Life Employee Tax Credit Stock Owner-ship Plan”, alsosometimes referred to as the “Kansas City Life Employee Stock Plan”,or the “Kansas City Life ESOP”, hereinafter sometimes referred to asthe “Plan” or “Trust”.         1.2Purpose. It is the purpose of this Plan to encourage the contributions ofits employees to the success of the Company and to reward such contributions byproviding the privileges of ownership through stock acquisition, and it shall bequalified as an employee stock ownership plan and as a payroll tax creditemployee stock ownership plan. It is designed to invest primarily in qualifyingCompany stock.         1.3Exclusive Benefit of Employees. This Agreement has been made, and thisPlan and Trust created, for the exclusive benefit of the Company’s fulltime employees and their beneficiaries. The terms of this Plan are intended tocomply with the present pro-visions of Sections 401(a), 409, 501(a) and4975(d)(3) and (e)(7) of the Internal Revenue Code, and as they may hereafter beamended, and Treasury Department Regulations in connection therewith, in orderthat the Plan and Trust may qualify for tax exemption. Under no circumstancesshall any part of the principal or income of the Plan and Trust be used for, orrevert to, the Company, or be used for, or diverted to, any purposes other thanfor the exclusive benefit of the employees and their beneficiaries. ThisPlan and Trust shall not be construed, however, as giving any employee, or anyother person, any right, legal or equitable as against the Company, the Trusteesor the principal or income of the Trust, except as specifically provided forherein, nor shall it be con-strued as giving any employee the right to remain inthe Company’s employment. 

                                                     ARTICLE II
                                                     Eligibility
        2.1Commencing January 1, 1983, each present and future employee shall be qualifiedas a participant in this Plan in accordance with the following provisions: 
 (a)         He shall have attained the age of twenty-one (21) years. (b)Any employee whose employment commences prior to his attainment of agetwenty-one (21), shall become a participant on the first (1st) day of the monthfollowing his twenty-first (21st) birthday. (c)Any employee whose employment commences after his attainment of age twenty-one(21), shall become a par-ticipant on the first (1st) day of the month followinghis date of employment. (d)Any employee of Old American Insurance Company who is age twenty-one (21) onNovember 1, 1991 or becomes age twenty-one (21) on or before December 31, 1991shall become a participant on January 1, 1992 in accordance with the terms ofthe Adoption Agreement dated December 19, 1991. Thereafter, any employee of OldAmerican Insurance Company will become a participant in accordance withsubparagraphs (a), (b) and (c) of this section.
                 2.2      With respect to this Plan, an "hour of employment" shall mean: (a)             Each hour for which an employee is directly or indirectly paid, or entitled to payment, by the                  Company for the performance of duties.  These hours shall be credited to the employee for the                  computation period or periods in which the duties are performed; and (b)Each hour for which back pay, irrespective of mitigation of damages, has beeneither awarded or agreed to by the Company, with no duplication of credit forhours under Subparagraphs (a), (b) and (c). These hours shall be credited to theemployee for the computation period or periods to which the award or agreementpertains rather than the computation period in which the award, agreement orpayment is made. With respect to periods described in Subparagraph (c) below,crediting of back pay hours shall be subject to the limitations set forth inthat Subpara-graph. (c)Each hour for which an employee is directly or indirectly paid, or entitled topayment, by the Company for reasons such as vacation, holidays, illness,incapacity (includ-ing disability), layoff, jury duty, military leave or leaveof absence in a period during which no duties are performed (irrespective ofwhether the employment relationship was terminated). These hours shall becredited to the employee for the computation period or periods during which thenonperformance of such duties occurs. No hour shall be credited based on anypayment under a plan maintained solely to comply with applicable workers’compensation, unemployment compensation, or disability insurance laws, or whichsolely reimburses an employee for medical or medically-related expenses incurredby the employee. No more than five hundred one (501) hours shall be creditedunder this Subparagraph for any continuous period during which the employee didnot or would not have performed duties. Hours of service for periods of timeduring which no duties are performed under Subparagraphs (b) and (c) shall becalculated and credited according to Department of Labor Regulations 2530.200b-2(b) and (c). (d)In computing an employee’s hours of employment on a weekly or monthlybasis, when a record of hours of em-ployment is not available to determine thehours of employment under Subparagraphs (a), (b) and (c), the employee shall beassumed to have worked forty-five (45) hours for each week, or one hundredninety (190) hours for each month (as applicable), for which the employee wouldbe required to be credited with at least one (1) hour of employment underSubparagraphs (a), (b) or (c) above. (e)              An "hour of employment" shall also include time for which an employee is absent from work either  (i)   by reason of the pregnancy of such employee,  (ii)                    by reason of the birth of a child of the employee,  (iii)                  by reason of the placement of a child in connection with the adoption of the child by                                    the employee, or  (iv)for purposes of caring for the child during the period immediately following thebirth or placement for adoption.  (v)                        a leave of absence covered under the Family and Medical Leave Act of 1993. However,the total number of hours of such service counted for any one (1) period shallnot exceed five hundred one (501) hours.
                 2.3   Leaves of Absence. (a)For the purpose of computing continuous employment, leaves of absence may beincluded which have been authorized by the Company for any of the followingreasons:  (i)                     Sickness.  (ii)                      Disability.  (iii)Service with the armed forces of the United States during any war or nationalemergency declared by the President or the Congress, or undeclared.  (iv)                      Pregnancy, not to exceed twelve (12) months.  (v)                       Public service, whether elected or otherwise.  (vi)Obtaining additional education, involving periods of time not to exceed twelve(12) months for each leave of absence granted, but only after completion of one(1) full year of full time employment. (b)Such leaves of absence may be counted in computing continuous employmentprovided the employee returns to active employment on or before the end of suchleave of absence, and, when because of service in the armed forces as statedabove, provided the employee returns to active employment with the Companywithin ninety (90) days following his discharge from such service, or suchlonger period during which his re-employment rights are pro-tected by law. (c)Any such employee who is not qualified as a participant prior to thecommencement of such a leave of absence shall not be so qualified until hisreturn to active employment. The provisions of this Section shall beapplied in a like manner to all employees under similar circumstances.