Exhibit 10 (c), Form 10-K
Kansas City Life
Insurance Company


                                                 ELEVENTH AMENDMENT

                                                  KANSAS CITY LIFE
                                                 EMPLOYEE STOCK PLAN


THIS ELEVENTH AMENDMENT, comprising the restated Kansas City Life Employee Stock
Plan,  is  effective  the 1st day of January,  1998,  and is entered into by and
between Kansas City Life Insurance Company, a Corporation organized and existing
under 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

1.1 Name.  The  Company  hereby  creates  this Plan and Trust to be known as the
"Kansas City Life Employee Tax Credit Stock  Owner-ship  Plan",  also  sometimes
referred to as the "Kansas City Life Employee  Stock Plan",  or the "Kansas City
Life ESOP", hereinafter sometimes referred to as the "Plan" or "Trust".

1.2 Purpose.  It is the purpose of this Plan to encourage the  contributions  of
its employees to the success of the Company and to reward such  contributions by
providing the privileges of ownership through stock acquisition, and it shall be
qualified  as an  employee  stock  ownership  plan and as a payroll  tax  credit
employee stock ownership plan. It is designed to invest  primarily in qualifying
Company stock.

1.3 Exclusive Benefit of Employees.  This Agreement has been made, and this Plan
and  Trust  created,  for the  exclusive  benefit  of the  Company's  full  time
employees and their beneficiaries. The terms of this Plan are intended to comply
with the present pro-visions of Sections 401(a), 409A, 501(a) and 4975(d)(3) and
(e)(7) of the Internal  Revenue Code, and as they may hereafter be amended,  and
Treasury Department Regulations in connection therewith,  in order that the Plan
and Trust may qualify for tax exemption.  Under no circumstances  shall any part
of the  principal or income of the Plan and Trust be used for, or revert to, the
Company,  or be used for,  or  diverted  to,  any  purposes  other  than for the
exclusive benefit of the employees and their beneficiaries.  This Plan and Trust
shall not be construed,  however,  as giving any employee,  or any other person,
any right,  legal or  equitable  as against  the  Company,  the  Trustees or the
principal or income of the Trust,  except as  specifically  provided for herein,
nor shall it be  con-strued  as giving any  employee  the right to remain in the
Company's employment.

                                                     ARTICLE II
                                                     Eligibility

2.1  Commencing  January 1, 1983,  each  present  and future  employee  shall be
qualified  as 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 age
          twenty-one  (21), shall become a participant on the first (1st) day of
          the month following 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
          following his date of employment.

     (d)  Any employee of Old American  Insurance  Company who is age twenty-one
          (21) on November 1, 1991 or becomes age  twenty-one  (21) on or before
          December  31, 1991 shall  become a  participant  on January 1, 1992 in
          accordance with the terms of the Adoption Agreement dated December 19,
          1991. Thereafter,  any employee of Old American Insurance Company will
          become a participant in accordance with subparagraphs (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  been  either  awarded  or  agreed  to by  the  Company,  with  no
          duplication of credit for hours under  Subparagraphs (a), (b) and (c).
          These  hours shall be credited  to the  employee  for the  computation
          period or periods to which the award or agreement pertains rather than
          the  computation  period in which the award,  agreement  or payment is
          made.  With  respect  to  periods   described  in   Subparagraph   (c)
          below,crediting  of back pay hours shall be subject to the limitations
          set forth in that Subpara-graph.

     (c)  Each hour for which an employee is directly  or  indirectly  paid,  or
          entitled to payment,  by the  Company  for reasons  such as  vacation,
          holidays,  illness,  incapacity (includ-ing disability),  layoff, jury
          duty,  military  leave or leave of absence in a period during which no
          duties  are  performed   (irrespective   of  whether  the   employment
          relationship  was  terminated).  These  hours shall be credited to the
          employee  for the  computation  period  or  periods  during  which the
          nonperformance  of such duties occurs. No hour shall be credited based
          on  any  payment  under  a  plan  maintained  solely  to  comply  with
          applicable  workers'  compensation,   unemployment  compensation,   or
          disability  insurance laws, or which solely reimburses an employee for
          medical or  medically-related  expenses  incurred by the employee.  No
          more than five  hundred one (501)  hours shall be credited  under this
          Subparagraph  for any continuous  period during which the employee did
          not or would not have performed  duties.  Hours of service for periods
          of time during which no duties are performed under  Subparagraphs  (b)
          and (c) shall be  calculated  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 monthly
          basis,  when a record  of hours of  em-ployment  is not  available  to
          determine the hours of  employment  under  Subparagraphs  (a), (b) and
          (c),  the  employee  shall be assumed to have worked  forty-five  (45)
          hours for each week, or one hundred  ninety (190) hours for each month
          (as  applicable),  for  which the  employee  would be  required  to be
          credited with at least one (1) hour of employment under  Subparagraphs
          (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 the birth 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 shall not exceed five hundred one (501) hours.

2.3 Leaves of Absence.

          (a)  For the purpose of  computing  continuous  employment,  leaves of
               absence may be included which have been authorized by the Company
               for any of the following reasons:

               (i)  Sickness.

               (ii) Disability.

               (iii)Service  with the armed forces of the United  States  during
                    any war or national  emergency  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
               employment  provided the employee returns to active employment on
               or before the end of such leave of absence,  and, when because of
               service  in the  armed  forces  as  stated  above,  provided  the
               employee  returns to active  employment  with the Company  within
               ninety (90) days  following his discharge  from such service,  or
               such longer  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
               the  commencement  of such a leave  of  absence  shall  not be so
               qualified until his return to active  employment.  The provisions
               of  this  Section  shall  be  applied  in a  like  manner  to all
               employees under similar circumstances.

                                                     ARTICLE III
                                                Company Contributions

3.1 Rate of Contribution.  Commencing  January 1, 1983, in the discretion of the
Executive Committee of the Company, or its designated subcommittee,  the Company
will annually  contribute  to the Plan an amount of common  capital stock of the
Company equal to one-half of one percent (.5%) of the aggregate  compensation of
participants in the Plan for compensation  paid or accrued during calendar years
1983 and 1984,  and equal to such other  percentage as shall be  permissible  by
law,  currently  one-half of one percent (.5%), for compensation paid or accrued
during calendar years 1985 through 1987.

No contribution  will be made for a year for which the payroll tax credit is not
available. Notwithstanding the provisions of the preceding sentence, the Company
may, but shall not be required,  to make a  contribution  to the Plan for a Plan
year in which the payroll tax credit is not available. Any contribution made for
a Plan year in which the payroll tax credit is not available  shall be accounted
for  separately  and  shall be in  accordance  with the  rules  and  regulations
pertaining to ESOPs then in effect.

3.2  No  Employee   Contribution.   No  contribution  shall  be  required  of  a
participant, nor will any participant be eligible to make a contribution.

3.3 Investment Credit Recapture. Amounts contributed to the Plan attributable to
all or a portion of the qualified investment credit claimed by the Company shall
remain in the Plan (and,  if  allocated  pursuant to the Plan,  shall  remain so
allocated)  even  though  part or all of  such  ESOP  credit  is  recaptured  or
redeter-mined.

3.4 Form of  Payment.  The stock  contributions  of Kansas  City Life  Insurance
Company shall be made in treasury  stock or in shares of authorized but unissued
stock of Kansas City Life Insurance  Company.  For purposes of fixing the amount
of contributions made with shares of treasury stock, or shares of authorized but
unissued   stock,   such  stock  shall  be  valued  at  its  bid  price  on  the
over-the-counter market on the valuation day of the month in which the Company's
contribution  becomes  due,  or if the  market is closed on that day then on the
last  preceding day during which it was open.  Effective  January 1, 1995,  such
stock  shall be valued at the  average of its bid price on the  over-the-counter
market for all business days in the month of the valuation day. In the event the
Company is  precluded  from  delivering  such  shares to the  Trustees by law or
because of the unavailability of such shares, the Company's  contribution to the
Trustees  shall be in cash,  and said cash shall be invested  until such time as
shares of the Company stock shall be available for purchase by the Trustees.

                                                     ARTICLE IV
                                             Investment of Contributions

4.1  Investment  of Funds.  Contributions  to the  Trust  shall be  invested  in
accordance with the authority granted to the Trustees pursuant to the provisions
of this Plan and Trust. It is contem-plated  that the  contribution  made by the
Company  from  time to time be in  shares of the  Company  stock,  or in cash if
necessary to implement the provision of the Plan.

4.2 Voting of Shares. The Trustees shall vote the shares of stock of the Company
for the respective  accounts of the  partici-pants  only in accordance  with the
direction  of  such  participants,  which  directions  may be  certified  to the
Trustees  by the  Committee,  or any agent  designated  thereby,  provided  such
directions  are  received by the Trustees at least five (5) days before the date
set for the meeting at which such shares are to be voted. Shares with respect to
which no such  direction  shall be received and the  fractional  shares shall be
voted by the Trustees in the same  pro-portions as are shares as to which voting
instructions have been received.

                                    ARTICLE V
              Allocation to and Evaluation of Participants Accounts

5.1 Allocation and Evaluation. The value of all Trust assets shall be determined
on the  basis of  market  values  as of the  last  market  business  day of each
calendar  quarter.  Effective January 1, 1995, the value of the Kansas City Life
stock  shall be  determined  on the basis of the average of its bid price on the
over-the-counter market for all business days in the last month of each calendar
quarter.

All stock  transferred  to or purchased by the Trust with respect to a Plan year
shall be allocated  among the accounts of persons who were  participants  on the
last day of the Plan year and who completed at least one thousand  (1,000) hours
of employment during such Plan year. The allocation to each participant shall be
an amount  which  bears the same  proportion  to the  amount of such  securities
allocated  to all  participants  in the Plan for that Plan year as the amount of
each  participant's   compensation   during  the  entire  year  bears  to  total
compensation paid to all participants  during the entire year.  (Compensation in
excess of one hundred  thousand dollars  ($100,000.00)  per year with respect to
any participant will be disregarded for this purpose.)

5.2 Dividends. Except for amounts needed to cover cash distributions in place of
distributions of fractional  shares,divi-dends  on shares shall be reinvested in
shares of common  stock of the  Company.  Such shares and  uninvested  dividends
shall be allo-cated quarterly among participants'  accounts in proportion to the
value of each participant's account as of the end of the quarter.

5.3 Stock Fund. The Trustees shall maintain a "Stock Fund" which shall cover the
aggregate  shares of capital stock  contributed to and purchased by the Plan and
any uninvested  cash. The Stock Fund shall be valued as of each valuation  date,
which shall be the last  business day of each quarter or such other dates as the
Committee may  establish,  on the basis of the then current fair market value of
the assets held therein,  as determined  by the Trustees.  Effective  January 1,
1995,  the value of the Kansas City Life stock shall be  determined on the basis
of the  average  of its bid  price on the  over-the-counter  market  for all the
business days in the last month of the calendar  quarter or in the month of such
other date as the Committee may establish.  The  Administrative  Committee shall
maintain records reflecting the account of each participant in the Stock Fund.

5.4  Annual  Account.  The  Administrative   Committee  shall  furnish  to  each
participant at least once each year a statement of shares and uninvested cash in
the Stock Fund allocated to the participant's account as of a specified date.

                                                     ARTICLE VI
                                       Allocation of Fiduciary Responsibility

6.1 Fiduciaries.  The fiduciaries shall have only those specific powers, duties,
responsibilities and obligations as are specifically given them under this Plan.
The  Company  shall have the sole  responsibility  for making the  contributions
required by the Plan,  shall have the sole  authority  to appoint and remove the
Trustees, members of the Administrative Committee, and to amend or terminate, in
whole or in part, this Plan and Trust.

6.2   Administration.   The   Administrative   Committee  shall  have  the  sole
responsibility  for the  administration  of this Plan, which  responsibility  is
specifically described in ARTICLE IX herein.

6.3 Trustees. The Trustees shall have such responsibility for the administration
and  management  of the  assets  held  pursuant  to this Plan and  Trust,  as is
specifically provided for in the Plan.

6.4 Duties.  Each  fiduciary  warrants  that any  direction  given,  information
furnished or action taken by it shall be in  accordance  with the  provisions of
the Plan and Trust, authorizing or providing for such direction,  information or
action.  Further-more,   each  fiduciary  may  rely  upon  any  such  direction,
information or action of another  fiduciary as being proper under this Plan, and
is not  required  herein to inquire into the  propriety  of any such  direction,
information or action.  It is intended under this Plan that each fiduciary shall
be   responsible   for  the  proper   exercise  of  its  own   powers,   duties,
responsibilities  and  obligations  pursuant  to  the  Plan  and  shall  not  be
responsible  for any act or failure to act of another  fiduciary.  No  fiduciary
guarantees the Trust fund in any manner against  investment loss or depreciation
in asset value.

                                                     ARTICLE VII
                                                       Vesting

7.1 Vesting of Company Contributions.  Each participant shall be one hundred per
cent (100%) vested and shall have a  nonfor-feitable  right to the full value of
his or her account and to any stock and uninvested cash allocated thereto.

                                                    ARTICLE VIII
                                                    Distributions

8.1  Seven  (7) Year  Retention.  No stock or  uninvested  cash  allocated  to a
participant's  account may be  distributed  from that account  before the end of
eighty-four  (84)  months  beginning  after  the  month in which  the  stock and
uninvested  cash is allocated to the account,  except in the case of  separation
from  employment  for  death or any  other  reason,  or  except in the case of a
participant  who has become  disabled and is receiving  benefits from the Kansas
City  Life or Sunset  Life  Disability  Plans.  Notwithstanding  the  foregoing,
commencing  January 1, 1988,  if an employee  shall  continue  in the  Company's
employment after his or her sixty-fifth (65th) birthday,  and commencing January
1, 1998,  after his or her sixtieth (60th) birthday  (normal  retirement  date),
such employee shall commence to receive distributions as defined in the Internal
Revenue Code on the earlier of his termination of employment with the Company or
April 1st of the year following the calendar year in which he or she attains the
age of seventy and one-half  (70 1/2).  Effective  January 1, 1989,  the minimum
distribution and the minimum  distribution  incidental  benefit  requirements of
Internal Revenue Proposed Regulations 1.401(a)(9)-1 and 1.401(a)(9)-2 are hereby
incorporated by reference.  Effective January 1, 1997, for  par-ticipants  other
than a five percent (5%) owner of the Company,  distributions  shall commence no
later than April 1st of the calendar year following the later of:

     (a)  The year in which the participant attains age seventy and one-half (70
          1/2), or

     (b)  The year in which the participant retires.

8.2  Separation  from  Employment.  In the case of separation  from  employment,
whether by death or for any other reason, or in the event a disabled participant
so elects,  the account of the participant in the Stock Fund shall be determined
as of the end of the quarter in which such event occurs and shall be distributed
to the  participant  or  beneficiary  (in case of death) as soon  there-after as
practicable.  If  separation  from  service,  or if the  disabled  participant's
election  occurs on or after the last day of a Plan year,  but prior to the date
on which the Company makes its contribution for the Plan year just ended, and if
the  participant  is  entitled  to  share  in  such   contribution,   then  such
participant's  share shall be  determined  as of the end of the quarter in which
the Company's  contribution is made and shall be distributed  thereafter as soon
as practicable.

8.3  Pre-retirement  Distribution.  Any participant who remains in the employ of
the Company may request a distribution  of stock allocated to his or her account
as of the end of any quarter next following the  expiration of eighty-four  (84)
months following the month in which the stock was allocated to the account,  but
not more often  than once  within any twelve  (12) month  period.  Requests  for
distribution  must be in writing,  filed with the  Administrative  Committee  at
least fifteen (15) days prior to the end of any such quarter. Distribution shall
be made to such  participant  as soon as  practicable  following  the end of the
quarter in which the request is made.  However,  distributions  pursuant to this
Paragraph  may not be made to an  individual  who is an alternate  payee under a
Quali-fied  Domestic Relations Order and for whom an account is being separately
maintained.

8.4 Right to Stock. Any participant who shall be entitled to a distribution from
the Plan shall have the right to demand that his benefits be  distributed in the
form of  capital  stock  of the  Company.  Notwithstanding  the  foregoing,  any
fractional  share will be converted to cash, at the  valuation  date as of which
the  distribution  is made  based  on the  fair  market  value  at that  time as
determined by the Trustees.

8.5 Method of Distribution.  All distributions  provided pur- suant to this Plan
shall be by a lump sum payment.

8.6 Commencement of Distributions.  All distributions shall be made or commenced
to be made as soon as practicable  after the valuation date  coincident  with or
next following the  occurrence of one of the  distribution  events  described in
this ARTICLE VIII. Upon written notice to the Committee no later than the end of
the  calendar  month  following  the  month  in  which  termination   occurs,  a
participant (or, in the case of death,  his beneficiary)  entitled to a lump sum
payment  may  make  an  irrevocable   election  to  receive  the  value  of  his
distribution   on  January   31st  of  the  next   succeeding   calendar   year.
Alternatively,  the participant may choose not to withdraw his benefits when one
of the distribution  events occurs,and later elect to have the distribution made
upon written notice before a subsequent valuation date. However, only a full and
complete  distribution  of his benefits will be allowed  whether the participant
withdraws his benefits at the time a distribution  event occurs or at some later
date. No partial withdrawals shall be permitted.

8.7 Valuation.  The value of a participant's  account upon termination  shall be
the  value on the most  recent  valuation  date  preceding  January  of the year
elected  pursuant to Paragraph 8.6. If such election is not so made,  such value
shall be determined on the valuation date  coincident with or next following the
date the par-ticipant (or, in case of death, his beneficiary)  elects within the
election period  specified in Paragraph 8.6 above, to receive his  distribution,
or the  receipt by the  Trustees  of notice of said  participant's  termination,
whichever shall occur later.

8.8 Facility of Payment. If the Committee shall receive evidence satisfactory to
it that a participant or  beneficiary  is physically or mentally  incompetent to
receive any payment  which shall be due  hereunder  and to give a valid  release
therefor and that another person or an  institution  is then  maintaining or has
custody of such participant or beneficiary,  and that no guardian,  committee or
other  representative  of the estate of such  participant or beneficiary,  shall
have been duly  appointed,  the  Committee  may,  at its option,  make  payments
otherwise  payable to such  participant or beneficiary,  to such other person or
institution,  and the  release of such other  person or  institution  shall be a
valid and complete discharge for such payments.

8.9 Beneficial Designation.  Any participant shall have the right to designate a
new  beneficiary at any time by filing with the Committee a written  request for
such change,  but any such change shall  become  effective  only upon receipt of
such request by the  Committee.  If the payment is made as a result of the death
of the  participant,  the payment shall be made to the  surviving  spouse of the
participant,  if any,  unless the  participant  and the spouse have  requested a
distribution to any other beneficiary.  Any such request shall be written and on
forms prescribed by the Adminis-trative Committee. Upon receipt by the Committee
of such request,  the change shall relate back to and take effect as of the date
such participant signs such request whether or not such participant is living at
the time the Committee receives such request.

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

8.10 Diversification of Investments.

     (i)  Each  qualified  participant  in the plan may elect within (90) ninety
          days after the close of each calendar  year in the qualified  election
          period  to  direct  the  Trustees  as to the  investment  of at  least
          twenty-five  percent  (25%) of his or her  account in the plan (to the
          extent such portion exceeds the amount to which a prior election under
          this paragraph applies). In the case of the election year in which the
          participant can make his or her last election, the preceeding sentence
          shall  be  applied  by   substituting   "fifty   percent   (50%)"  for
          "twenty-five percent (25%)".

     (ii) If a  participant  makes an  election,  the  Trustees  may  either (a)
          distribute  the portion of the  participant's  account  covered by the
          election to him or her within ninety (90) days after the period during
          which  the  election  may  be  made,  or  (b)  offer  at  least  three
          invest-ment  options (not inconsistent with regulations  prescribed by
          the Secretary of the Treasury) to each participant making an election.

     (iii)For  purposes  of this  paragraph,  the term  "qualified  participant"
          means  any  employee  who has  completed  at least  ten (10)  years of
          participation under the plan and has attained age fifty-five (55).

     (iv) For purposes of this paragraph,  the term "qualified  election period"
          means the five-plan-year period beginning with the plan year after the
          plan year in which the participant attains age fifty-five (55) (or, if
          later, beginning with the plan year after the first plan year in which
          the individual first became a qualified participant).

                                                     ARTICLE IX
                                              Administrative Committee

9.1 Membership.  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 the 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 administra-tion
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.

9.2  Subcommittees.  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 pro-visions of the
Plan.

9.3 Meetings.  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.

9.4 Majority Action. 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.

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

9.6 Committee  Rules.  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  rising  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 the 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 the Company
giving a brief account of the operation of the Plan and the  performance  of the
various accounts established pursuant to the Plan.

9.7 Claims Procedure.  The Administrative Committee shall have full and complete
discretionary authority to make all determinations as to the right of any person
to a benefit.  Any denial by the  Committee of a claim for  benefits  under this
Plan by a  participant  or a  beneficiary  shall be  stated  in  writing  by the
Committee  and  delivered  or  mailed  to the  participant  or the  beneficiary,
whichever is  appropriate;  and such notice shall set forth the specific  reason
for the denial,  written to the best of the Committee's ability in a manner that
may be understood without legal or actuarial counsel. In addition, the Committee
shall provide a reasonable  opportunity to any participant or beneficiary  whose
claim for  benefits  has been  denied for a review of the  decision  denying the
claim.

9.8  Resignation  of Member.  Any member of the  Committee  may resign by giving
notice  to the  Executive  Committee  at least  fifteen  (15)  days  before  the
effective  date of his  resignation.  Any Com- mittee  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 X
                                              Amendment and Termination

10.1  Amendment.  Kansas City Life Insurance  Company  reserves the right at any
time and from time to time, and retroactively if deemed necessary or appropriate
to conform  with  governmental  regu-  lations or other  policies,  to modify or
amend,  in whole or in part, any or all of the provisions of this Plan and Trust
by adoption of a written  resolution  by the Board of  Directors  of Kansas City
Life  Insurance  Company or the  Executive  Committee of the Board of Directors;
provided that no such  modification  or amendment shall make it possible for any
part of the contributions of the Company, or any other funds of the Trust, to be
used for, or  diverted  to,  purposes  other than for the  exclusive  benefit of
participants or their beneficiaries.

10.2  Termination.  This Plan and Trust is purely  voluntary  on the part of the
Company,  and Kansas City Life Insurance Company reserves the right to terminate
the Plan and the Trust  provided  herein by adoption of a written  resolution by
the Board of Directors of Kansas City Life  Insurance  Company or the  Executive
Committee of the Board of Directors.  Upon  termination of, or upon the complete
discontinuance  of contributions  within the meaning of Section  411(d)(3)(B) of
the Internal Revenue Code,  participants' accounts shall become fully vested and
nonforfeitable  and  distribution  shall  be made as  promptly  as  possible  in
accordance with the directions of the Committee.

10.3 Merger.  This Plan and Trust shall not be merged or consolidated  with, nor
shall any  assets or  liabilities  be  transferred  to any other  Plan or Trust,
unless  the  accrued  benefit  of each  participant,  if the Plan and Trust were
terminated  immediately after such action, would be equal to or greater than the
accrued benefit to which such participant  would have been entitled if this Plan
and Trust had been terminated immediately before such action.

                                                     ARTICLE XI
                                                      The Trust

11.1 Number of  Trustees.  There shall be three (3) Trustees for this Trust with
the Trustees hereinbefore named being the original Trustees.

11.2 Trustees shall Receive Sums Paid. The Trustees shall accept and receive all
sums of money  paid to them from time to time by the  Company,  and shall  hold,
invest, reinvest, manage and administer such monies and the increment, increase,
earnings  and  income  thereof  as a Trust  for  the  exclusive  benefit  of the
employees  participating  in the Plan, and their  beneficiaries.  All income and
earnings of the Trust shall be  accumulated  by the  Trustees  and by them held,
invested and reinvested as a part of the principal of the said Trust.

11.3 Investment of Funds.

     (a)  Except as hereinafter  provided with respect to the cash reserve,  the
          Trustees  shall invest and reinvest  the  principal  and income of the
          Trust in the capital stock of the Company. Income from investments and
          proceeds of the sale of  securities  shall be  reinvested  in the same
          manner as contributions received for investment. Any funds held by the
          Trustees pending investment in the capital stock of the Company may be
          invested  temporarily  in short-term  corporate or  governmental  debt
          securities,  or in such other investments as the Trustees shall, after
          investi-gation,  believe to be sound and suitable investments for this
          Trust,  although the same may not be of the  character  permitted  for
          Trustee's  investments  by the  Laws of the  State  of  Missouri,  all
          subject to the approval of the Executive Committee,  or its designated
          subcommittee, as hereinafter provided.

     (b)  The  Trustees  may retain in cash so much of the Trust  assets as they
          may deem advisable.

     (c)  The Trustees may sell  property  held by the Trust at either public or
          private  sale,  for cash or on credit,  at such times as they may deem
          appropriate;  they may  ex-change  such  property,  and they may grant
          options for the purchase or exchange thereof.

     (d)  The  Trustees  may  consent  to  and   participate   in  any  plan  of
          reorganization, consolidation, merger, extension or other similar plan
          affecting  property  held  by  the  Trust;  they  may  consent  to any
          contract,  lease,  mortgage,  pur-chase,  sale or other  action by any
          corporation  pursuant  to any such  plan;  they may  accept and retain
          property  issued  under  any such  plan,  even  though it would not be
          eligible as a new investment under the provisions of this Section.

     (e)  The  Trustees  may  deposit  property  held  in  the  Trust  with  any
          protective,  reorganization  or similar  committee,  and may  delegate
          discretionary  power  thereto  to pay  its  reasonable  share  of such
          committee's expenses and com-pensation and any assessments levied with
          respect to any property so deposited.

     (f)  The  Trustees  may exercise all  conversion  and  subscription  rights
          pertaining to property held in the Trust.

     (g)  The Trustees  may exercise all voting  rights with respect to property
          held  in  the  Trust,  and  in  connection  there-with  grant  proxies
          discretionary  or otherwise,  all in accordance with the provisions of
          this Plan and Trust.

     (h)  The Trustees may cause  securities and other property to be registered
          and held in their  names,  the name of any one (1) of them,  or in the
          name of their nominee.

     (i)  The Trustees may borrow money from others,  including the Company, for
          the purposes of the Trust,  and issue their  promissory  note or notes
          for the same, and pledge or mortgage  securities or other assets owned
          by the Trust as security for the payment thereof.  Any such loan shall
          be subject to approval as required of investments  herein, and also to
          the provisions of Paragraph 11.4 herein.

     (j)  The  Trustees  may  compromise,   compound  and  settle  any  debt  or
          obligation due to or from them as Trustee; they may reduce the rate of
          interest on any  obligation  due them as Trustee;  they may extend the
          time of payment of both interest and  principal,  or otherwise  modify
          the terms of any obligation  due them as Trustee;  upon default of any
          obligation  due them as  Trustee,  they  may  foreclose  or  otherwise
          enforce any obligation belonging to the Trust.

     (k)  The  Trustees  may  generally  do all  such  acts,  execute  all  such
          instruments,  take all such  proceedings  and exercise all such rights
          and privileges with relation to property  belonging to the Trust as if
          the Trustees were the absolute owners thereof.  11.4 Loan  Provisions.
          The  following  provisions  shall  apply to any loan made to the Trust
          fund:

          (a)  The loan must be at a reasonable rate of interest, for a specific
               period of time, and shall not be payable on demand;

          (b)  Any collateral pledged to the creditor by the Trust shall consist
               only of the assets purchased with the borrowed funds (although in
               addition to such collateral,  the Company may guarantee repayment
               of the loan);

          (c)  Under the terms of the loan,  the creditor shall have no recourse
               against the Trust except with respect to such collateral;

          (d)  The loan shall be repaid only from those amounts  con-tributed by
               the  Company  to the  Trust  and  from  amounts  earned  on Trust
               investments;

          (e)  The Company must  contribute to the Trust amounts  suf-ficient to
               enable  the  Trust  to pay  each  installment  of  principal  and
               interest  on the loan on or before the date such  installment  is
               due, even if no tax benefit results from such contribution; and

          (f)  Upon the repayment of any portion of the balance due on the loan,
               the assets  originally  pledged as  collateral  for such  portion
               shall be released  from  encumbrance.  Released  shares  shall be
               allocated to the accounts of participants  during the fiscal year
               such portion is paid off.  Such  allocation  shall be made in the
               same manner provided under the Plan for allocating shares when no
               loan is involved.

          (g)  Any such loans shall be  effected  primarily  in the  interest of
               participants and their beneficiaries.

          (h)  Notwithstanding  the  foregoing,  in the event an exempt  loan is
               effected  it  shall  be  subject  to  the  following   additional
               provisions  and  the  proceeds  thereof  must be  used  within  a
               reasonable  time after their  receipt  only for any or all of the
               following purposes:

               (i)  To acquire qualifying Company securities.

               (ii) To repay such loan.

               (iii)To repay a prior exempt  loan.  A new loan,  the proceeds of
                    which  are so used,  must  satisfy  the  provisions  of this
                    Subparagraph (h).

                    (i)  Except as provided hereinafter or as otherwise required
                         by  applicable  law,  no  security  acquired  with  the
                         proceeds  of an exempt  loan may be  subject  to a put,
                         call  or  other   option,   or   buy-sell   or  similar
                         arrangement  while  held by and  distributed  from  the
                         Plan, whether or not the Plan is then an ESOP.

          (j)  A qualifying  Company  security  acquired with the proceeds of an
               exempt loan by the Plan, must be subject to a put option if it is
               not  publicly  traded when  distributed  or if it is subject to a
               trading  limitation  when  distrib-uted.  For  purposes  of  this
               Subparagraph,   a  "trading   limitation"  on  a  security  is  a
               restriction  under  any  federal  or state  securities  law,  any
               regulation  there-under or an agreement,  not prohibited  herein,
               affecting  the  security  which  would make the  security  not as
               freely tradable as one not subject to such  restriction.  The put
               option  must  be  exercisable  only  by  a  participant,  by  the
               participant's  donees or by a person  (including an estate or its
               distributee)   to  whom  the  security  passes  by  reason  of  a
               participant's death. (Under this Subparagraph (j),  "participant"
               means a participant and  beneficiaries  of the participant  under
               the ESOP.) The put option  must permit a  participant  to put the
               security  to the  Company.  Under  no  circumstances  may the put
               option bind the Plan. However, it may grant the Plan an option to
               assume the rights and obligations of the Company at the time that
               the put option is exercised. If it is known at the time a loan is
               made that federal or state law will be violated by the  Company's
               honoring such put option, the put option must permit the security
               to be put,  in a manner  con-sistent  with such  law,  to a third
               party (e.g.,  an affiliate of the Company or a shareholder  other
               than the  Plan)  that has  substantial  net worth at the time the
               loan is made and whose net worth is reasonably expected to remain
               substantial.

          (k)  General rule:

               (i)  A put option  must last for a period of at least  sixty (60)
                    days following the date of distribution to the  participant.
                    If the put option is not  exercised  during that period,  it
                    must be  available  to the  participant  for a period  of at
                    least sixty (60) days in the following Plan year as provided
                    in regulations prescribed by the Internal Revenue Service.

          (l)  Other put option provisions:

               (i)  Manner of exercise.  A put option is exercised by the holder
                    notifying  the  Company  in  writing  that the put option is
                    being exercised.

               (ii) Time excluded from duration of put option. The period during
                    which a put option is exercisable  does not include any time
                    when a  distributee  is unable to  exercise  it because  the
                    party bound by the put option is prohibited from honoring it
                    by applicable federal or state law.

               (iii)Price.  The price at which a put option must be  exercisable
                    is the  value  of the  security,  at its  bid  price  on the
                    over-the-counter  market on the day in which such put option
                    may and shall be exercised.

               (iv) Payment terms. The provisions for payment under a put option
                    must be reasonable. The deferral of payment is reasonable if
                    adequate  security  and  a  reasonable   interest  rate  are
                    provided  for  any  credit  extended  and if the  cumulative
                    payments  at any time  are no less  than  the  aggregate  of
                    reasonable  periodic  payments  as of  such  time.  Periodic
                    payments are reasonable if annual  installments,  be-ginning
                    with  thirty  (30)  days  after  the date the put  option is
                    exercised,  are substantially equal. Generally,  the payment
                    period  may not end more than five (5) years  after the date
                    the put option is exercised.  However, it may be extended to
                    a date no later than the  earlier of ten (10) years from the
                    date the put option is exercised or the date the proceeds of
                    the loan used by the Plan to acquire the security subject to
                    the put option are entirely repaid.

               (v)  Payments  restrictions.  Payment  under a put  option may be
                    restricted by the terms of a loan. Otherwise,  payment under
                    a put option must not be restricted  by the  provisions of a
                    loan or any other  arrangement,  including  the terms of the
                    Company's Articles of Incorpo-ration,  unless so required by
                    applicable state law.

     (m)  The  provisions  of  Subparagraphs  (j), (k) and (l)  hereinabove  are
          nonterminable.  If  the  Plan  holds  or  has  distributed  securities
          acquired  with the  proceeds  of an exempt loan and either the loan is
          repaid or the Plan ceases to be an ESOP, these  protections and rights
          shall continue to exist.  However, the protections and rights will not
          fail to be nonterminable merely because they are not exercisable under
          Subparagraphs (k) and (l).

     (n)  All assets  acquired  by the Plan with the  proceeds of an exempt loan
          referred to hereinabove  must be added to and maintained in a suspense
          account.  Such assets are to be withdrawn  from the  suspense  account
          only in accordance with rules and regulations of the Internal  Revenue
          Ser-vice  and  as if  all  securities  in the  suspense  account  were
          encumbered.  Assets in such  suspense  account are assets of this ESOP
          Plan.

11.5  Approval  of  Investments.  Before  obtaining  any loan or making  any new
investment or reinvestment of any funds of this Trust, the Trustees shall submit
to the Executive  Committee of the Company,  or its designated  subcommittee,  a
proposal  of the terms of any such  loan,  or a list of any such  securities  in
which it pro-poses  to invest such funds and the amount  proposed to be invested
in each  security,  the Trustees shall proceed to act on such loan, to purchase,
or refrain from purchasing, such securities in accordance with the acceptance or
rejection,  in whole or in part, of such proposals by the Executive Committee of
the Company,  or its  designated  subcommittee.  Acceptance or rejection of such
pro-posals,  or any modification  thereof, or any of them by the said Committee,
shall be signified in writing and  delivered to the Trustees  within thirty (30)
days of the submission of such proposals by the Trustees, provided however, that
if no written modification, acceptance or rejection of such proposals, or any of
them, shall be so delivered by the said Committee within the time herein limited
therefor,  the Trustees shall be warranted and protected in assuming that all of
the proposed loans or investments which have not been  specifically  modified or
rejected  as  aforesaid,  meet  with the  complete  approval  of said  Executive
Committee, or its designated subcommittee.

11.6 Cash Reserve. The Trustees may maintain a cash reserve in such amount as to
provide for current  distribution  of benefits under the Plan. Such cash reserve
may consist of uninvested  con-tributions of the Company,  or of the proceeds of
the sale of investments of the Trust. All of the funds held in such cash reserve
as well as all funds and securities  and assets  belonging to the Trust shall be
safely  kept by the  Trustees  on  deposit  or in the  vaults of a bank or trust
company  selected and  designated  by the Board of  Directors  or the  Executive
Committee of the Company.

11.7  Disbursement  of Funds.  Disbursement of the assets of this Trust shall be
made by the Trustees only to or for the benefit of the  participants in the Plan
or their  beneficiaries,  and only at the time,  in the amount and in the manner
prescribed in written instructions of the Administrative  Committee delivered by
such Committee to the Trustees.


11.8  Instructions to Trustees.  The Trustees shall not be obligated or required
to  determine  whether  any  instructions  issued to them by the  Administrative
Committee are in fact so issued in accordance  with the terms of the Plan or the
powers and duties thereunder of said Committee.

11.9 Fiduciary  Insurance.  The Trustees or the  Administrative  Committee shall
have the right to purchase insurance on behalf of themselves or anyone acting in
a fiduciary  capacity with respect to the Plan and Trust,  to cover liability or
losses  occurring  by  reason of the act or  omission  of a  fiduciary,  if such
insurance permits recourse by the insurer against the fiduciary in the case of a
breach of a fiduciary obligation by such fiduciary.

11.10 Accounting by Trustees. Each year the Trustees shall render to the Company
an  account  of their  administration  of the Trust  for the year  ending on the
preceding 31st of December. The written approval of said account by the Board of
Directors or the Executive Committee of the Company shall, as to all matters and
transactions  stated  therein or shown  thereby,  be final and binding  upon all
persons who are then or who may  thereafter  become  interested in this Plan and
Trust.

11.11 Compensation.  No Trustee shall receive any compensa-tion for his services
as such Trustee. In the administration of said Trust, the Trustees, if they deem
it advisable,  may employ an executive director,  secretary or treasurer and fix
reasonable  compensation  therefor,  and a  Trustee  may act as  such  executive
director,  secretary or treasurer  and receive the  compensation  so fixed.  The
Trustees may in their discretion employ clerical help,  actuaries,  accountants,
attorneys or other necessary personal services of a person or corporation as may
be  necessary  to  properly  administer,  defend  and  protect  the  Trust,  and
reasonable  compensa-tion for said services may be paid by the Trustees from the
Trust in the event the  Company  does not  elect to pay for such  services.  Any
taxes that may be levied  against said Trust shall be paid by the Trustees  from
the Trust assets after liability for said taxes,  if any, has been  established,
and in  determining  the  liability  for taxes  the  Trustees  are  specifically
authorized to use their own  discretion  in  contesting  taxes claimed to be due
against said Trust,  and said Trustees may employ  counsel for such purposes and
pay said  counsel  fees from the Trust  assets in the event the Company does not
elect to pay said costs and fees.

11.12 Trustees and Vacancies. The Trustees administering this Trust shall at all
times be  Officers  of the  Company,  and any Trustee may at any time be removed
from the office of Trustee,  with or without cause, by the Board of Directors or
the Executive  Com-mittee of the Company.  The Trustees named herein shall serve
as such  Trustees  until  their  resignation,  death or  removal by the Board of
Directors or the Executive Committee of the Company.  When any Trustee ceases to
be an  Officer  of  the  Company,  he  automati-cally  ceases  to be a  Trustee.
Resignation  of a  Trustee  shall be by  written  notice  given to the  Board of
Directors or the Executive  Committee of the Company.  Whenever a vacancy occurs
by resigna-tion,  death or removal of one (1) or more of the Trustees, the Board
of Directors or the  Executive  Committee  shall  promptly  fill said vacancy or
vacancies  so  created  by naming a  successor  Trustee  or  successor  Trustees
possessing the qualifications  herein  prescribed.  All successor Trustees shall
have the same powers in connection with said Trust as the initial Trustees have,
and they shall be subject to the same  limitations  and directions as prescribed
herein for the initial Trustees.

11.13 Rules. The Trustees may make proper rules for carrying out the purposes of
the  Trust,  and may amend  said  rules  from time to time.  A  majority  of the
Trustees  shall  constitute a quorum,  and the action taken by a quorum shall be
controlling  and shall be  deemed  the act of the  Trustees.  The  Trustees  may
designate  any one (1) of their number to act as chairman or presiding  officer.
Any one (1) of the  Trustees  shall be and is  hereby  authorized  to affix  his
signature as the signature of all the Trustees when such may be desirable in the
performance  of their  duties  pursuant  hereto.  This Plan and  Trust  shall be
construed and enforced  according to the Laws of the State of Missouri,  and all
provisions  thereof shall be  administered  according to the laws of such state.
Any suit at law or in equity brought  against the Trustees or the Company by any
person,  firm or  corporation,  including the  participants in the Plan, must be
first  instituted  in Jackson  County,  Missouri,  which County and State is the
situs of the parties hereto and the only jurisdiction within which this Plan and
Trust is to be administered or located.

                                                     ARTICLE XII
                                               Allocations Limitations

12.1 Maximum  Limitation.  Commencing January 1, 1983, in no event shall the sum
of the annual additions to a participant's  account for any Plan year exceed the
lesser of:

     (a)  (i) Thirty thousand dollars  ($30,000.00) or such higher amount as may
          be prescribed by regulations issued pur-suant to Section 415(d) of the
          Internal Revenue Code to reflect increases in the cost of living; plus
          (ii) the lesser of thirty thousand  dollars  ($30,000.00) (as adjusted
          for  cost  of  living  increases)  or  the  amount  of  Company  stock
          contributed to the Plan; [Effective January 1, 1989, Subparagraph (ii)
          is deleted] or

     (b)  Twenty-five percent (25%) of such participant's  compen-sation for the
          Plan year. No more than one-third  (1/3) of the Company  contributions
          for a year  shall be  allocated  to the group of  "highly  compensated
          employees" defined as follows:

     Priorto January 1, 1997, an employee who,  during the year or the preceding
          year:

          (1)  Was at any time a five percent (5%) owner of the company,

          (2)  Received  compensation from the company in excess of seventy-five
               thousand dollars ($75,000.00),

          (3)  Received  compensation  from  the  company  in  excess  of  fifty
               thousand  dollars  ($50,000.00)  and was in the top-paid group of
               employees for such year, or

          (4)  Was at any time an officer and received compensation greater than
               fifty  percent  (50%)  of the  amount  in  effect  under  Section
               415(b)(1)(A) of the Internal Revenue Code for such year.

     Beginning January 1, 1997, an employee who:

          (5)  Was a five  percent  (5%) owner of the Company at any time during
               the year or preceding year, or

          (6)  For the preceding year

               A.   had compensation [as defined in Code Section 415(c)(3)] from
                    the Company in excess of $80,000.00 and

               B.   if the Company elects the application of this clause for the
                    preceding  year,  was in the  group  consisting  of the  top
                    twenty percent (20%) of the employees ranked on the basis of
                    compensation   paid  during  the  preceding   year.   Annual
                    additions to a  participant's  account for a Plan year shall
                    be the sum for any year of the Company's  contributions plus
                    the   amount  of  any   employee   contributions   plus  the
                    forfeitures.

12.2 Reallocation.  If, but for the limitations set forth in Paragraph 12.1, the
annual  additions to a participant's  account for any Plan year would exceed the
limitation set forth in that Para-graph,  such annual additions shall be reduced
to the extent  necessary to comply with the  requirements of Paragraph 12.1. Any
portion of the Company's  contribution  which must be reallocated as a result of
the  requirements  of Paragraph 12.1 shall be reallocated  among the accounts of
the remaining active  participants in the same manner as the initial  allocation
was made.

12.3 Annual Additions  Reduction.  If any participant is a participant under any
other Defined  Contribution  Plan  maintained  by the Company,  the total of the
annual  additions  to  such   partici-pant's   account  from  all  such  Defined
Contribution Plans shall not exceed the limitations set forth in Paragraph 12.1.
If it is  determined  that  as a  result  of the  limitation  set  forth  in the
preceding  sentence,  the annual additions to the participant's  account in this
Plan must be reduced,  such reduction  shall be  accomplished in accordance with
the provisions of Paragraph 12.2.

12.4 Annual  Additions  Reduction.  If any participant is a participant  under a
Defined Benefit Plan  maintained by the Company,  the sum of the Defined Benefit
Plan  fraction for a Plan year and the Defined  Contribution  Plan  fraction for
that year shall be no greater  than one  (1.00).  If it is  determined  that the
limitation set forth in the preceding sentence has been exceeded,  the numerator
of the defined  benefit plan fraction shall be adjusted by freezing or adjusting
the rate of benefit  authorized  by the defined  benefit plan so that the sum of
both  fractions  shall  not  exceed  one  (1) for  the  respective  participant.
Effective January 1, 2000, this paragraph shall not apply. 12.5 Retirement Plan.
As used in this Section, the words "retirement plan" shall mean:

     (a)  Any profit  sharing,  pension or stock bonus plan described in Section
          401(a) and 501(a) of the Internal Revenue Code;

     (b)  Any annuity plan or annuity  contract  described in Section  403(a) or
          403(b) of the Internal Revenue Code;

     (c)  Any qualified  bond purchase plan  described in Section  405(a) of the
          Internal Revenue Code; and

     (d)  Any individual  retirement account,  individual  retirement annuity or
          retirement  bond  described  in Section  408(a),  408(b) or 409 of the
          Internal Revenue Code.

12.6 Defined  Contribution  Plan.  As used in this Section,  the words  "Defined
Contribution Plan" shall mean a retirement plan which provides for an individual
account  for each  participant  and for  benefits  based  solely  on the  amount
contributed to the par-ticipant's  account and any income,  expenses,  gains and
losses,  and any  forfeitures  of  accounts of other  participants  which may be
allocated to such participant's accounts.

12.7 Defined Benefit Plan. As used in this Section,  the words "Defined  Benefit
Plan" shall mean any retirement plan which is not a Defined Contribution Plan.

12.8 Defined Benefit Plan Fraction.  As used in this Section, the words "Defined
Benefit Plan fraction" shall mean, for any Plan year, a fraction,

     (a)  the  numerator  of  which  is  the  projected  annual  benefit  of the
          participant, that is, the annual benefit to which he would be entitled
          under the terms of the Defined Benefit Plan on the assumptions that he
          continues  employment  until his normal  retirement date as determined
          under the terms of the Defined  Benefit  Plan,  that his  compensation
          continues  at the  same  rate as in  effect  in the  Plan  year  under
          consideration  until  his  normal  retirement  date and that all other
          relevant  factors  used to  determine  bene-fits  under  such  Defined
          Benefit  Plan  remain  constant  as of the  current  Plan year for all
          future Plan years,  under all Defined Benefit Plans  maintained by the
          Company determined as of the close of the Plan year, and

     (b)  the  denominator  of which is the lesser of:  (i) the  maximum  dollar
          limit for such year (for example, ninety thousand dollars ($90,000.00)
          for 1983 and adjusted  annually for increases in the cost of living as
          permitted  under  Section  415(d) of the Internal  Revenue Code) times
          1.25, or (ii) the percentage of compensation limit for such year times
          1.4.

12.9 Defined  Contribution  Plan  Fraction.  As used in this Section,  the words
"Defined Contribution Plan fraction" shall mean, for any Plan year, a fraction,

     (a)  the  numerator  of which  is the sum of the  annual  additions  to the
          participant's account under all Defined Contri-bution Plans maintained
          by the Company in that Plan year, and

     (b)  the  denominator  of which is the sum of the  lesser of the  following
          amounts,  determined  for the year and for each  prior year of service
          with the  Company:  (i) the product of 1.25  multiplied  by the dollar
          limitation  in  effect  for the  year,  or  (ii)  the  product  of 1.4
          multiplied by the percentage of  compensation  limit (IRC  415 (e)(3)
          as amended).

     (c)  In computing the defined  contribution  plan fraction above, for years
          ending after  December 31, 1982,  at the election of the Company,  the
          amount to be taken into account for all years ending before January 1,
          1983, may be computed to be an amount equal to the  denominator of the
          fraction,  as in effect for the year ending in 1982,  multiplied  by a
          transition fraction,

          1.   the  numerator of which is the lesser of (i)  fifty-one  thousand
               eight  hundred  seventy-five  dollars  ($51,875.00),  or (ii) 1.4
               multiplied  by  twenty-five  per cent (25%) of the  participant's
               compensation for the year ending in 1981, and

          2.   the denominator of which is the lesser of (i) forty-one  thousand
               five hundred dollars  ($41,500.00),  or (ii) twenty-five per cent
               (25%) of the  participant's  compensation  for the year ending in
               1981.

                                                    ARTICLE XIII
                                                 General Provisions

13.1 Expenses.  The Company shall pay all expenses incurred in administering the
Plan and  managing the Trust  assets.  The Company  shall not pay any  brokerage
fees,  commissions,  stock  transfer  taxes and other  charges  and  expenses in
connection  with the  purchase  and sale of  securities  under the Plan,  unless
specifically   approved  by  the   Executive   Committee,   or  its   designated
subcommittee.

13.2 Source of Payment.  Benefits pursuant to the Plan shall be payable only out
of the assets of the Trust.  No person  shall have any right under the Plan with
respect to the assets of the Trust, or against any Trustee, insurance company or
the Company, except as specifically provided for herein.

13.3  Inalienability of Benefits.  The interest  hereunder of any participant or
beneficiary  except as may be required by a Qualified  Domestic  Relations Order
defined in Section 414(p) of the Internal Revenue Code, or as otherwise provided
in Section  401(a)(13)  of the Internal  Revenue  Code,  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 such participant or beneficiary.

13.4 No Right to Employment. 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.

13.5  Accrued  Benefit.  The term  "accrued  benefit"  shall mean the value of a
participant's account or accounts with respect to all funds in this Plan.

13.6  Uniform  Administration.  Whenever in the  administration  of the Plan any
action is required by the  Committee,  such action shall be uniform in nature as
applied to all persons  similarly  situated  and no such  action  shall be taken
which  will  discriminate  in  favor  of  shareholders  of the  Company,  highly
compensated  par-ticipants  or participants  whose  principal  duties consist of
supervising the work of others.

13.7 Beneficiary.  The word "beneficiary"  shall be deemed to include the estate
of the participant,  dependents of the partici-pant, persons who are the natural
objects  of  the  participant's   bounty,  and  any  person  designated  by  the
participant  to share in the  benefits  of the Plan and Trust after the death of
the  participant.  Wherever  the  rights of  participants  are stated or limited
herein, their beneficiaries shall be bound thereby.

13.8 Severability.  In the event that any provision of this Plan and Trust shall
be held invalid or illegal for any reason,  such determination  shall not affect
the  remaining  provisions  of this Plan,  but this Plan shall be construed  and
enforced as if such invalid or illegal  provision had never been included in the
Plan.  This Plan shall be construed in accordance  with the Laws of the State of
Missouri.

13.9 Articles. Titles of Articles are for general information only and this Plan
shall not be construed by reference to such titles.

13.10 Gender.  Words used in the masculine gender shall be read and construed to
include the feminine gender.

13.11 Plural. Wherever required, the singular of any word in this Plan and Trust
shall include the plural and the plural may be read in the singular.

13.12 Disability. The term "disability" as used in this Plan means a physical or
mental  condition of a  participant  which results in the receipt of benefits by
such  participant  pursuant  to the  provisions  of either the Kansas  City Life
Disability Plan or the Sunset Life Disability Plan.

13.13  Compensation.  For the purposes herein,  the term  "com-pensation"  shall
include all  compensation,  as defined in  Regulation  1.415-2(d)(11)(i)  of the
Internal Revenue Code, due and payable to an employee by the Company,  including
any amount not  includable  in the gross  income of an employee  under  Internal
Revenue Code Sections 125, 402(e)(3), 402(h) and 403(b).

13.14  Initial  Qualifications.  The Company  reserves the right to have all its
contributions  returned to it free of this Trust, and to terminate said Plan and
Trust,  if the Trust does not initially meet the  qualification  requirements of
the Internal Revenue Code for an employee stock option plan.

13.15 Company.  The term "Company" means Kansas City Life Insurance  Company,  a
Missouri  Corporation,  Sunset Life Insurance  Company of America,  a Washington
Corporation, and Old American Insurance Company, a Missouri Corporation, and any
other subsidiary  corporation of Kansas City Life Insurance  Company required to
be treated as a single employer under Internal Revenue Code Section 414(b), (c),
(m) and (o),  any or all of  which  may  sometimes  be  referred  to  herein  as
affiliated corporations.

13.16  Employee.  The term  "employee"  shall mean any person employed by Kansas
City Life  Insurance  Company or any subsidiary  corporation  under the rules of
common law, and shall not include agents,  general agents,  consultants or other
independent  con-tractors,  or, effective  January 1, 1989,  leased employees as
defined  in Section  414(n)  and (o) of the  Internal  Revenue  Code.  Effective
January 1, 1997,  "leased employee" shall mean any person other than an employee
of the Company who has  performed  services  for the Company  under an agreement
between the  Company and a leasing  organization  on a  substantially  full time
basis for at least one (1) year,  provided such services are performed under the
primary direction or control by the Company.

     Leased employees shall not participate in this Plan. Further-more, a person
who is not  designated  as an "employee"  in the  Company's  employment  records
during  a  particular  period  of time,  including  a  person  designated  as an
"independent contractor",  is not to be considered to be an employee during that
period of time.  Such a person shall not be considered to be an employee even if
a  determination  is made by the Internal  Revenue  Service,  the Depart-ment of
Labor, or any other  government  agency,  court,  or other  tribunal,  that such
person is an  employee  for any  purpose,  unless and until the  Company in fact
designates  such person as an  employee  for  purposes  of this Plan.  If such a
designation is made, the designation shall be applied  prospectively only unless
the Company specifically provides otherwise.

     13.17  Company  Stock.  The term  "Company  stock" shall mean shares of the
common capital stock of Kansas City Life Insurance Company.

     13.18  Executive  Committee.  Wherever  in the  Plan  and  Trust  the  term
"Executive  Committee"  is used,  it shall be taken to mean  only the  Executive
Committee of the Board of Directors of Kansas City Life Insurance Company.

     13.19 Board of Directors. Wherever in the Plan and Trust the term "Board of
Directors"  is used,  it shall be taken to mean only the Board of  Directors  of
Kansas City Life Insurance Company.

     13.20 Affiliated Company Participation.  Notwithstanding any- thing in this
Agreement  to  the  contrary,  no  employee  of  any  subsidiary  or  affiliated
corporation  of  Kansas  City Life  Insurance  Company  shall  have the right to
participate  in this Plan  unless  such Plan  shall  have  been  adopted  by the
corporation for which such employee is employed.

     13.21 Direct Rollovers. The provisions of this Paragraph shall be effective
January   1,  1993  and  apply  to   distributions   after   January   1,  1993.
Notwithstanding  any provision of this Plan to the contrary,  a distributee  may
elect to have any portion of an eligible rollover  distribution paid directly to
an eligible  retire-ment plan specified by the distributee in a direct rollover.
The  Administrative  Committee  may  prescribe the time and manner in which this
election is made.

     As used in this  Paragraph,  "eligible  rollover  distribution",  "eligible
retirement plan", "distributee" and "direct rollover" shall mean:

     (a)  "Eligible  rollover  distribution"  is any  distribution of all or any
          portion of the balance to the credit of the distributee.  However,  an
          eligible rollover distribution shall not include:

          (i)  Any distribution  that is one of a series of substantially  equal
               periodic  payments (not less  frequently  than annually) made for
               the life (or life  expectancy)  of the  distributee  or the joint
               lives (or joint life  expec-tancies)  of the  distributee and the
               distributee's  designated beneficiary,  or for a specified period
               of ten (10) years or more;

          (ii) Any distribution required under Code Section 401(a)(9); or

          (iii)The portion of any  distribution  that is not includible in gross
               income  (determined  without  regard  to the  exclusion  for  net
               unrealized appreciation with respect to employer securities.

     (b)  "Eligible retirement plan" is:

          (i)  An  individual  retirement  account  (described  in Code  Section
               408(a))  or  individual  retirement  annuity  (described  in Code
               Section 408(b)); or

          (ii) An annuity plan (described in Code Section 403(a)); or

          (iii)A  qualified  trust  (described  in  Code  Section  401(a))  that
               accepts  the  distributee's   eligible   rollover   distribution.
               However,  in the case of an eligible  rollover  distribution to a
               surviving  spouse,  eligible  retirement plan shall mean only the
               items in (i) above.

     (c)  "Distributee"  shall  include  an  employee  or former  em-ployee.  An
          employee's or former employee's surviving spouse and the employee's or
          former  employee's  spouse or former spouse who is an alternate  payee
          under a Qualified  Domestic  Relations  Order (defined in Code Section
          414(p)) are distributees  with regard to the interest of the spouse or
          former spouse.

     (d)  "Direct rollover" is a payment by the Plan to the eligible  retirement
          plan  specified by the  distributee.  The Plan shall  withhold  twenty
          percent (20%) of an eligible rollover  distribution  which is not paid
          to an eligible retirement plan.

13.22Participants   who  Enter  Armed  Forces.   Effective  December  12,  1994,
notwithstanding  any  provision  of this  Plan to the  contrary,  contributions,
benefits and service credit with respect to qualified  military  service will be
provided in accord-ance with Code Section 414(v).

13.23  Contribution  Under  Mistake of Fact.  If a  contribution  is made by the
Company by a mistake of fact, such  contribution  may be returned to the Company
within one (1) year  after the  payment of the  contribution.  Any  contribution
returned to the Company shall not include any investment  earnings thereon,  but
shall be net of any investment losses thereon.

13.24  Contributions  Conditioned on  Deductibility.  Company  contributions are
expressly  conditioned upon deductibility of contributions  under Section 404 of
the Internal Revenue Code. If any part or all of a contribution is disallowed as
a deduction  under Section 404, then to the extent a contribution  is disallowed
as a deduction,  it may be returned to the Company within one (1) year after the
later of the date of payment of the  contribution  or the date the deduction for
the contribution was disallowed.  Any  contributions  returned shall not include
any  investment  earnings  thereon,  but shall be net of any  investment  losses
thereon.

                                                     ARTICLE XIV
                                                Top Heavy Provisions

14.1 Compensation  Limits. With respect to compensation as defined in this Plan,
for any Top Heavy  Plan year,  compensation  in excess of two  hundred  thousand
dollars ($200,000.00),  or such otheramount as the Secretary of the Treasury may
designate,  shall be disregarded.  Effective  January 1, 1994, one hundred fifty
thousand dollars ($150,000.00) is the maximum compensation.  This amount will be
adjusted in accordance with Internal Revenue Code Section 401(a)(17)(B).

14.2 Key Employee. "Key employee" means any employee or former employee (and his
beneficiaries)  who,  at any time  during the Plan year or any of the  preceding
four (4) Plan years, is:

     (a)  An officer of the Company,  as that term is defined within the meaning
          of the  regulations  under Internal  Revenue Code Section 416. For the
          years 1984 through  1987,  an officer is not treated as a key employee
          if the  officer  has an annual  compensation  of  forty-five  thousand
          dollars ($45,000.00) or less.

     (b)  One of the ten (10)  employees  owning (or considered as owning within
          the  meaning  of  Code  Section  318)  the  largest  interests  in all
          employers  required to be aggregated under Code Sections 414(b),  (c),
          and (m).  However,  an employee  will not be considered a top ten (10)
          owner for a Plan year if the employee earns less than thirty  thousand
          dollars ($30,000.00), or such other amount adjusted in accordance with
          Code Section  415(c)(1)(A) as in effect for the calendar year in which
          the determination date falls.

     (c)  A five percent (5%) owner of the  Company.  "Five  percent (5%) owner"
          means any  person  who owns (or is  considered  as owning  within  the
          meaning  of Code  Section  318)  more than  five  percent  (5%) of the
          outstanding  stock of the Company or stock  possessing  more than five
          percent  (5%) of the total  combined  voting power of all stock of the
          Company.

     (d)  A one percent (1%) owner of the Company having an annual  compensation
          from the  Company  of more than one  hundred  fifty  thousand  dollars
          ($150,000.00).  "One percent (1%) owner" means any person who owns (or
          is  considered  as owning within the meaning of Code Section 318) more
          than one percent (1%) of the outstanding stock of the Company or stock
          possessing  more than one percent  (1%) of the total  combined  voting
          power of all stock of the Company. In determining percentage ownership
          hereunder,  employers  that would  otherwise be aggregated  under Code
          Sections 414(b), (c), and (m) shall be treated as separate em-ployers.
          However, in determining whether an individual has compensation of more
          than one hundred fifty  thousand  dollars  ($150,000.00)  compensation
          from each  employer  required  to be  aggregated  under Code  Sections
          414(b), (c), and (m) shall be taken into account.

14.3 Non-Key  Employee.  "Non-key  employee" means any employee who is not a key
employee.

14.4  Super  Top Heavy  Plan.  "Super  Top Heavy  Plan"  means,  for Plan  years
commencing after December 31, 1983, that, as of the determination  date, (1) the
present  value  of  accrued  benefits  of key  employees,  or (2) the sum of the
aggregate  accounts  of key  employees  under  this  Plan  and  any  Plan of the
Company's  aggregation group,  exceeds ninety percent (90%) of the present value
of accrued  benefits or the aggregate  accounts of all  participants  under this
Plan and any Plan of the Company's aggregation group.

14.5 Top Heavy Plan.  "Top Heavy Plan" means,  for Plan years  commencing  after
December 31, 1983, that, as of the determination  date, (1) the present value of
accrued benefits of key employees,  or (2) the sum of the aggregate  accounts of
key employees under this Plan and any Plan of the Company's  aggregation  group,
exceeds  sixty  percent  (60%) of the present  value of accrued  benefits or the
aggregate  accounts  of all  participants  under  this  Plan and any Plan of the
Company's aggregation group.

14.6 Top Heavy Plan Year.  "Top Heavy Plan Year" means any  calendar  year after
December 31, 1983 in which the Plan is a top heavy plan.

14.7 Top Heavy Plan Requirements.

     (a)  For any "Top Heavy Plan Year",  the following  provisions  shall apply
          notwithstanding any other provision in this Plan to the contrary:

          1.   Any person who is a participant in this Plan in any year in which
               it shall be a "Top Heavy  Plan"  shall  have his or her  benefits
               vested in accordance with the following schedules: Twenty Percent
               (20%) after two (2) years of service;  Forty  percent (40%) after
               three (3) years of service;  Sixty  percent  (60%) after four (4)
               years of service;  Eighty  per-cent (80%) after five (5) years of
               service;  One  hundred  percent  (100%)  after  six (6)  years of
               service.

          Effective   January  1,  1989,   there  shall  be  no  decrease  in  a
               participant's  nonforfeitable  percentage in the event the Plan's
               status as top heavy changes for any year. Further, if the vesting
               schedule  shifts  in and out of the above  schedule  for any year
               because the Plan's top heavy status changes,  such shift shall be
               considered an amendment of the vesting schedule.  If this occurs,
               each  participant  with at least three (3) years of service  with
               the  Company  may  elect  to have his  nonforfeitable  percentage
               determined  without regard to the shift. The election period will
               begin with the date the deemed amendment is made and shall end on
               the later of:

               A.   Sixty (60) days after the deemed amendment is adopted;

               B.   Sixty (60) days after the deemed amendment is effective; or

               C.   Sixty  (60) days  after the  participant  is issued  written
                    notice  of  the  deemed  amendment  by  the   Administrative
                    Committee.

          2.   Notwithstanding anything in this Plan to the contrary for any Top
               Heavy Plan Year,  the Company  shall make a minimum  contribution
               for each  non-key  employee  equal to three  percent (3%) of such
               non-key employee's salary.

          3.   For any  year in  which  this  Plan is top  heavy,  each  non-key
               employee  will  receive a minimum  contribu-tion  if the  non-key
               employee  has not  separated  from  service at the end of the top
               heavy year,  regard-less of whether the non-key employee has less
               than  one  thousand  (1,000)  hours  of  service  in  such  year.
               Furthermore,  such non-key  employee  shall  receive such minimum
               contribution regardless of his or her level of compensation,  and
               regardless  of whether  he or she  declines  to make a  mandatory
               personal con-tribution.

          4.   Notwithstanding the foregoing, so long as any non-key employee is
               covered by both the  Company's  Pension  Plan and this Plan,  the
               minimum  contribu-tion  required herein shall be satisfied by the
               accrual of the defined benefit by the respective non-key employee
               for any top heavy year.

          5.   If the Company shall be maintaining  both this Plan and a defined
               benefit  plan in any top  heavy  year,  a  factor  of 1.0 must be
               applied to the dollar  limits  when the top heavy  ratio  exceeds
               ninety percent (90%).

14.8 Determination of Top Heavy Status.

     (a)  This Plan shall be a Top Heavy Plan for any Plan year commencing after
          December 31, 1983, in which,  as of the  determination  date,  (1) the
          present value of accrued benefits of key employees,  or (2) the sum of
          the aggregate  accounts of key employees  under this Plan and any Plan
          of an  aggregation  group  exceeds  sixty percent (60%) of the present
          value  of  accrued   benefits  or  the   aggregate   accounts  of  all
          participants under this Plan and any Plan of an aggregation group.

     If   any  participant  is a non-key  employee  for any Plan year,  but such
          participant  was  a  key  employee  for  any  prior  Plan  year,  such
          participant's  present  value  of  accrued  benefit  and/or  aggregate
          account  balance  shall not be taken  into  account  for  purposes  of
          determining  whether  this Plan is a Top Heavy  Plan (or  whether  any
          aggregation group which includes this Plan is a Top Heavy group).

     (b)  This Plan shall be a Super Top Heavy Plan for any Plan year commencing
          after December 31, 1983, in which, as of the  determination  date, (1)
          the present value of accrued benefits of key employees, or (2) the sum
          of the  aggregate  accounts of key  employees  under this Plan and any
          Plan of an  aggregation  group,  exceeds  ninety  percent (90%) of the
          present  value of accrued  benefits or the  aggregate  accounts of all
          participants under this Plan and any Plan of an aggregation group.

     (c)  Aggregate  account.  A  participant's  aggregate  account  as  of  the
          determination date is the sum of:

          1.   His participant's account balance as of the most recent valuation
               occurring  within  a  twelve  (12)  month  period  ending  on the
               determination date.

          2.   Contributions that would be allocated as of a date not later than
               the  determination  date,  even though those  amounts are not yet
               made or required to be made.

          3.   Any Plan  distributions  made within the Plan year that  includes
               the  determination  date or within  the four (4)  preceding  Plan
               years.  However,  in the case of  distributions  made  after  the
               valuation  date  and  prior  to  the  determination   date,  such
               distri-butions  are not included as  distributions  for Top Heavy
               purposes  to the  extent  that such  distribu-tions  are  already
               included in the participant's aggregate account balance as of the
               valuation date.  Notwithstanding anything herein to the contrary,
               all distributions,  including distributions made prior to January
               1, 1984, will be counted.

          4.   Any  employee  contributions,  whether  voluntary  or  mandatory.
               However,   amounts   attributable  to  tax  deductible  qualified
               employee  contributions  shall not be  considered to be a part of
               the participant's aggregate account balance.

     (d)  "Aggregation  group"  means either a required  aggregation  group or a
          permissive aggregation group as hereinafter determined.

          1.   Required   aggregation   group.   In   determining   a  re-quired
               aggregation group hereunder,  each Plan of the Company in which a
               key  employee  is a  parti-cipant,  and  each  other  Plan of the
               Company   which   enables  any  Plan  in  which  a  key  employee
               participates to meet the requirements of Code Sections  401(a)(4)
               and 410, will be required to be  aggregated.  Such group shall be
               known as a required  aggregation group. In the case of a required
               aggregation  group,  each Plan in the group will be  considered a
               Top Heavy Plan if the required  aggregation  group is a Top Heavy
               group.  No  Plan  in  the  required  aggregation  group  will  be
               considered a Top Heavy Plan if the required  aggregation group is
               not a Top Heavy group.

          2.   Permissive  aggregation  group.  The Company may also include any
               other  Plan  not   required  to  be  included  in  the   required
               aggregation group,  provided the resulting group, taken as whole,
               would continue to satisfy the provisions of Internal Revenue Code
               Sections 401(a) or 410. Such group shall be known as a permissive
               aggregation group.

          In   the case of a permissive  aggregation  group, only a Plan that is
               part of the required  aggregation  group will be considered a Top
               Heavy  Plan if the  permissive  aggregation  group is a Top Heavy
               group.  No  Plan  in the  permissive  aggregation  group  will be
               considered a Top Heavy Plan if the permissive  aggregation  group
               is not a Top Heavy Plan group.

          3.   Only those Plans of the Company in which the determination  dates
               fall within the same  calendar  year shall be aggregated in order
               to determine whether such Plans are Top Heavy Plans.

     (e)  "Determination  date"  means  (1) the last day of the  preceding  Plan
          year, or (2) in the case of the first Plan year,  the last day of such
          Plan year.

     (f)  Present  value of accrued  benefit.  In the case of a defined  benefit
          plan, a  participant's  present  value of accrued  benefit shall be as
          determined  under the  provisions of the  applicable  defined  benefit
          plan.

     (g)  "Top  Heavy  group"  means an  aggregation  group in which,  as of the
          determination date, the sum of:

          1.   The present value of accrued  benefits of key employees under all
               defined benefit plans included in the group; and

          2.   The  aggregate  accounts  of  key  employees  under  all  defined
               contribution  plans included in the group,  exceeds sixty percent
               (60%) of a similar sum determined for all participants.

     (h)  "Top  Heavy  Plan  year"  means  that,  for  a  particular  Plan  year
          commencing after December 31, 1983, the Plan is a Top Heavy Plan.

          (i)  Notwithstanding  anything  herein to the contrary,  the effective
               date  otherwise  provided for herein for the  application of Code
               Section 416 to this Plan (Plan years beginning after December 31,
               1983) shall be extended in accordance with any legislative act of
               Congress.

IN WITNESS  WHEREOF,  the  Company  has caused  this  Eleventh  Amendment  to be
executed  by its  authorized  Officers  and its  Corporate  Seal to be  hereunto
affixed, and the Trustees have executed this Trust, all on the day of , 19 .

KANSAS CITY LIFE INSURANCE COMPANY



                                                     By:
                                                     Its:      Vice President



ATTEST:



By:
Its:    Assistant Secretary












                                                                   TRUSTEES