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




          TWENTY-THIRD AMENDMENT

          KANSAS CITY LIFE INSURANCE COMPANY
          SAVINGS AND PROFIT SHARING PLAN


THIS TWENTY-THIRD AMENDMENT,  comprising the restated Kansas City Life Insurance
Company Savings and Profit Sharing Plan, except as otherwise specifically stated
in the Plan, is effective the lst 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  Insurance  Company
Savings  and Profit  Sharing  Plan"  (formerly  the Kansas  City Life  Insurance
Company Savings and Investment Plan),  hereinafter sometimes re-ferred to as the
"Plan" or "Trust".  1.2 Purpose. It is the purpose of this Plan to recognize the
contributions of its employees to the successful operation of the Company and to
reward such contributions by providing certain savings and investment and profit
sharing benefits for those who become participants under the Plan, and for their
beneficiaries. 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  provisions  of  Sections
401(a),  501(a) and 401(k) of the Internal  Revenue Code of 1986 as amended from
time to time, and Treasury  Department  Regu-lations 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
pur-poses  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  construed  as giving  any
employee the right to remain with the Company or in the Company's employment.

                                                     ARTICLE II
                                            Qualification and Eligibility
2.1  Qualification.  The  requirements  of  qualification  for employees are set
     forth hereinafter.

A.   Employees.  Each  present  and  future  employee  shall be  qualified  as a
     participant in this Plan,

(1)  who shall have completed one (1) year of employment with the Company during
     which he shall have  com-pleted  one thousand  (1,000)  hours of employment
     from date of hire, or if he has not completed one thousand (1,000) hours of
     employment  within  such  period,   then  one  thousand  (1,000)  hours  of
     employ-ment  during a calendar year  beginning with the calendar year which
     includes the first anniversary of the employee's date of hire, and

(2)  who shall have attained the age of twenty-one (21) years.

(3)  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  duplica-tion  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 Subparagraph.

(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  (including  disa-bility),  layoff, jury duty, military leave or
     leave  of  absence  in a  period  during  which  no  duties  are  performed
     (irrespective of whether the employment relationship has 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  con-tinuous  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  employment 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  appli-cable),  for which the
     employee  would be required  to be  credited  with at least one (1) hour of
     employment under Subparagraphs (a), (b) and (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
          fol-lowing the birth or placement for adoption, or

     (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.

     (4)  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:

          (a)  Sickness.

          (b)  Disability.

          (c)  Service with the armed forces of the United States during any war
               or national  emergency declared by the President or the Congress,
               or undeclared. (d) Pregnancy, not to exceed twelve (12) months.

          (e)  Public service, whether elected or otherwise.

          (f)  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.

     (5)  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 protected by law.

               (6)  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.  2.2
                    Eligibility  Date.  Except as provided in the next sentence,
                    any employee of the Company who becomes  qualified after the
                    effective  date of this  Agreement,  shall  be  eligible  to
                    become a participant  as of the first (1st)  business day of
                    the month  coinciding  with or next following the employee's
                    qualification,  whichever first occurs.  Any employee of Old
                    American  Insurance  Company  shall be  eligible to become a
                    participant   no  earlier  than  November  1,  1992  and  in
                    accordance  with the terms of the Adoption  Agreement  dated
                    December 19, 1991. 2.3 Company to Furnish Eligibility Lists.
                    Each month,  the Company shall transmit to the Committee the
                    names of all employees and such other information concerning
                    them as the Committee may request.  The Committee shall then
                    determine the  employees  who are  eligible,  or who will be
                    eligible as of the first (1st) business day of each month to
                    become  participants  and shall notify each such employee in
                    writing  of the  existence  of this  Trust  and of its basic
                    provisions,  and of the  employee's  eligibility,  and shall
                    provide a form or application  for  participation,  and such
                    other   forms,   if  any,  as  may  be  required  to  effect
                    participation.  2.4  Election to  Participate.  Any eligible
                    employee  who desires to become a  participant  must execute
                    and   deliver   to  the   Committee   an   application   for
                    participation on the form provided by the Committee and such
                    other forms, if any, as may be required. In such application
                    for  participation,  the employee shall agree to be bound by
                    the  terms of this  Plan  and  Trust  and of all  amendments
                    hereafter  adopted  with the same force and effect as if the
                    employee  had  executed  this Plan and Trust,  and shall set
                    forth such reason-able information as may be required by the
                    Committee to effect participation and maintain the qualified
                    status of this Plan and Trust.  2.5  Failure  to Elect.  Any
                    employee who fails to elect to become a  participant  at the
                    time of first  becoming  eligible,  may  elect  to  commence
                    participation  on  the  first  (1st)  business  day  of  any
                    succeeding   month  provided  the  employee  shall  then  be
                    eligible.  Any employee on a leave of absence  authorized by
                    the Company, as defined in Subparagraph A(4) hereinabove, at
                    a time when he or she could  otherwise be eligible to become
                    a participant, shall be eligible on the first (1st) business
                    day of  the  first  (1st)  month  coinciding  with  or  next
                    following  return  to  active  employment  with the  Company
                    provided  that on such date he shall  meet the  eligi-bility
                    requirements.    2.6    Participation    and    Service   on
                    Re-employment.  Subject  to the  provisions  of  this  Plan,
                    participation  in the Plan by an  employee  shall cease upon
                    termination  of  employment   with  the  Company.   Upon  an
                    employee's  termination  on or after  January 1,  1976,  any
                    twelve  (12)  month  employment   period  during  which  the
                    employee completes less than five hundred one (501) hours of
                    employment or work due to a termination  shall  constitute a
                    one (1) year break in service. Upon the re-employment by the
                    Company  of  any  person   whose   participation   has  been
                    terminated  from January 1, 1976 through  December 31, 1984,
                    the   following   rule  shall  apply  in   determining   his
                    participation and vesting in the Plan:

          (a)  Participation  - before a break in  service:  If the  employee is
               rehired  before he has a one (1) year break in service,  he shall
               be  eligible  to  participate  in the  plan  on the  first  (1st)
               business day of the month  immediately  following the date of his
               re-employment if he shall be otherwise qualified.

               Aftera break in service: If an employee is rehired after he has a
               one  (1)  year  break  in  service,   he  shall  be  eligible  to
               participate in the Plan upon his  completion of the  requirements
               set forth in Paragraph 2.1 herein.

          (b)  Service - for  vested  participants:  In the case of a person who
               was vested when his prior period of  employment  terminated,  any
               service  attributable to his prior period of employment  shall be
               reinstated as of the date of his  reparticipation and he shall be
               vested immediately upon his reparticipation.

               For other persons: In the case of a re-employed  employee who was
               not a  participant  in  the  Plan  during  his  prior  period  of
               employment,  or in the case of a  participant  who was not vested
               when his  prior  period of  employment  terminated,  any  service
               attributable to his prior period of employment  shall be restored
               only if the number of  consecutive  years of his break in service
               was less  than the  aggregate  number  of his  years of  prebreak
               service.  Upon the re-employment by the Company of any person who
               has been  terminated on or after  January 1, 1985,  the following
               rules shall apply in determining his participation and vesting in
               the Plan:

          (a)  Participation  - before a five (5) year break in service:  If the
               employee  is rehired  before the number of one (1) year breaks in
               service  equals or exceeds  the  greater of five (5)  consecutive
               years of  service,  or the  aggregate  number of years of service
               earned  before the  consecutive  breaks in  service,  he shall be
               eligible to  participate  in the Plan on the first (1st) business
               day  of  the  month   immediately   following  the  date  of  his
               re-employment  if he shall be otherwise  qualified.  This rule of
               parity  will apply to  employees  who had no vested  interest  on
               separation of employment.

               Aftera five (5) year break in service: If an employee is re-hired
               and he does not qualify for  participation  or vesting  under the
               rule in the above Paragraph,  he shall be eligible to participate
               in the Plan upon his com-pletion of the requirements set forth in
               Paragraph 2.1 herein.

          (b)  Service - for  vested  participants:  In the case of a person who
               was fully or  partially  vested in his Fund III account  when his
               prior period of employment  terminated,  any service attributable
               to his prior period of  employment  shall be reinstated as of the
               date of his re-employment  and he shall  participate  immediately
               and also be vested in accordance with prior years of service.

               For other persons: In the case of a re-employed  employee who was
               not a  participant  in  the  Plan  during  his  prior  period  of
               employment,  or in the case of a  participant  who was not vested
               when his  prior  period of  employment  terminated,  any  service
               attributable to his prior period of employment  shall be restored
               unless  the number of one (1) year  breaks in  service  equals or
               exceeds the greater of five (5) consecutive years of service,  or
               the  aggregate  number  of years of  service  earned  before  the
               consecutive breaks in service.

               Sunset Life and Old American Insurance Company:  If an employee's
               employment with either Kansas City Life Insurance Company, Sunset
               Life  Insurance  Company  of  America,   Old  American  Insurance
               Company, or any other affiliated  corporation of Kansas City Life
               Insurance  Company,  shall be terminated  and he is  subsequently
               employed  by  any  other  of  the  affiliated  corporations,  his
               employment  shall be treated as if under one (1) employer for the
               purpose  of this  Plan.  2.7 In  determining  whether  a break in
               service  has  occurred,  and not for  purposes of  determining  a
               participant's  vesting service,  the hours described in Paragraph
               2.1A(3)(e) above shall be treated as hours of service (i) only in
               the year in which the absence from work begins,  if a participant
               would be prevented from incurring a one (1) year break in service
               in such year  solely  because the period of absence is treated as
               hours of service as provided in Paragraph 2.1A(3)(e),  or (ii) in
               any other case, in the immediately following year.

          ARTICLE III

          Member Contributions 3.1 Rate of Contribution.

               Commencing  January 1, 1988, each  participant may elect to enter
               into a compensation reduction agreement with the Company by which
               a contribution will be made for his or her respective  account in
               an amount equivalent to one percent (1%) (commencing September 1,
               1993),  two percent (2%),  three percent (3%), four percent (4%),
               five percent (5%),  six percent (6%),  seven percent (7%),  eight
               percent  (8%),   nine  percent  (9%),  ten  percent  (10%),   and
               commencing January 1, 1998, eleven percent (11%),  twelve percent
               (12%), thirteen percent (13%), fourteen percent (14%), or fifteen
               percent  (15%)  of his  unreduced  monthly  salary  or  earnings,
               whichever  may  be   applicable;   provided   however,   that  no
               contribution  in excess of five  percent  (5%),  and,  commencing
               January  1,  1994,  six  percent  (6%),  shall  be  made  for any
               participant  who  shall be  classified  as a  highly  compensated
               person.  A  participant  may  elect to  change  his  contribution
               percentage  rate as of the first (1st) day of any month,  but not
               more  than  once in any six (6)  month  period,  by  giving  such
               written notice as shall be prescribed by the Committee.  However,
               this  limitation  shall  not  apply to a change  in  contribution
               percentage  rate  effective  January  1,  1994  made by a  highly
               compensated  person, or a change in contribution  percentage rate
               made by any participant  that was effective  January 1, 1998. The
               contribution for each  participant  shall be paid to the Trustees
               not less  often  than  monthly  and  credited  to the  respective
               participant's  accounts.  No contribution for a participant shall
               exceed ten thousand  dollars  ($10,000.00)  each  calendar  year,
               subject to annual  adjustments  pursuant to Internal Revenue Code
               Sections 415(d), 402(g) and regulations. The contributions herein
               may  sometimes  be  referred  to as the  participant's  "elective
               account".

3.2 Salary or Compensation Defined.

          A.   For the  purposes  of  Paragraph  3.1 herein and with  respect to
               employees of the Company,  the term  "salary" or  "compensation",
               includes only the fixed amounts, hourly, weekly,  semi-monthly or
               monthly,  due and payable to the  employees of the  Company,  not
               reduced by any salary  reductions,  but not to exceed two hundred
               thousand dollars  ($200,000.00)  commencing January 1, 1989, and,
               commencing  January 1, 1994, one hundred fifty  thousand  dollars
               ($150,000.00),  for each calendar  year, and does not include any
               bonuses,  overtime, pay in lieu of vacation, pay while on layoff,
               severance pay, or other extraordinary payments by the Company.

          B.   The two hundred  thousand  dollar  ($200,000.00)  amount shall be
               adjusted at the same time and in such manner as  permitted  under
               Code Section 415(d) and regulations  thereunder.  The one hundred
               fifty thousand dollar  ($150,000.00)  amount shall be adjusted at
               the same time and in such manner as permitted under Code Sections
               401(a)(17),  415(d)  and  regulations  thereunder.  For all other
               purposes  of this  Plan,  compensation  shall be  defined  by the
               provisions of Internal Revenue Code Regulation  1.415-2(d)(11)(i)
               and shall also  include  any amount not  includable  in the gross
               income of an employee under Code Sections 125, 402(e)(3),  402(h)
               and 403(b).

          C.   The family  aggregation  rules of Section  414(q) of the Internal
               Revenue  Code,  as  modified  by Section  401(a)(17),  apply with
               respect to the requirement that the Plan must limit the amount of
               contributions  taken into account in  determining  contributions.
               That is,  the Plan must  treat  the  following  family  unit as a
               single  employee  with  one  compensation  to  which  the  annual
               compensation limit under the plan applies:

               An employee  who is either a five percent (5%) owner or is both a
               highly  compensated  employee and one of the ten (10) most highly
               compensated  employees,  such employee's  spouse,  and any lineal
               descendants  of such  employee who have not attained age nineteen
               (19) before the close of the year.  If the  compensation  for the
               family unit exceeds the annual  compensation limit, then the Plan
               must  prorate  the limit  among the members of the family unit in
               proportion to each individual's compensation.

               The family aggregation rules shall not apply effective January 1,
               1997.

3.3  Suspension of  Contributions.  A participant  may suspend his  compensation
     reduction  agreement  as of the last day of any month by giving such notice
     as shall be prescribed by the Com-mittee, and no contribution shall be made
     during such suspension period.  Such suspension may last indefinitely.  The
     participant may resume his  compensation  reduction  agreement on the first
     (1st) day of any month  following the expiration of six (6) months from the
     date his  agreement was  suspended,  providing he shall then be eligible to
     participate, by giving such notice as shall be prescribed by the Committee.

3.4  Distribution  Conditions.  The  balance  in  each  partici-pant's  elective
     account  shall be fully  vested at all times  and shall not be  subject  to
     forfeiture  for any  reason.  Amounts  held in the  participant's  elective
     account may not be distributable prior to the earlier of,

          (1)  his retirement, termination of employment or death;

          (2)  his attainment of age fifty-nine and one-half (59 1/2);

          (3)  termination of the Plan without establishment of a successor Plan
               by the Company or an affiliated employer;

          (4)  the date of the sale by the  Company to an entity  that is not an
               affiliated  employer of substantially all the assets,  within the
               meaning of Code Section 409(d)(2),  with respect to a participant
               who continues  employment  with the  corporation  acquiring  such
               assets;

          (5)  the date of the sale by the Company or an affiliated  employer of
               its  interest  in a  subsidiary  to an  entity  which  is  not an
               affiliated  employer with respect to a participant  who continues
               employment with such sub-sidiary; or

          (6)  proven financial hardship,  subject to the limitations of Section
               3.5.  In the event that the  dollar  limitation  provided  for in
               Para-graph 3.1 is exceeded,  the  Administrative  Committee shall
               direct the Trustees to  distribute  such excess  amount,  and any
               income  allocable to such amount,  to the  participant  not later
               than April 15th following the close of the participant's  taxable
               year.  If there is a loss  allocable to such excess  amount,  the
               distribution  shall in no event be less  than the  lesser  of the
               participant's  elective account or the amount of the contribution
               made for such participant's elective account in the calendar year
               resulting from his salary reduction agreement.  In the event that
               a participant is also a participant in another  qualified cash or
               deferred  arrangement  as  defined  in  Code  Section  401(k),  a
               simplified  employee  pension  plan as  defined  in Code  Section
               408(k), or a salary reduction  arrangement  within the meaning of
               Code  Section  3121(a)(5)(d),  and  the  elective  deferrals,  as
               defined  in  Code  Section  402(g)(3),   made  under  such  other
               arrangements  and this  Plan  cumulatively  exceed  ten  thousand
               dollars ($10,000.00) or such amount adjusted annually as provided
               in Code Section  415(d) and  regulations  for such  participant's
               taxable  year,  the  participant  may,  not later  than March 1st
               following   the   close  of  his   taxable   year,   notify   the
               Administrative  Committee  in writing of such  excess and request
               that his  deferred  compensation  to this Plan be  reduced  by an
               amount  specified by the  participant.  Such amount shall then be
               distributed  in the  same  manner  as  provided  in the  previous
               Paragraph.

3.5  Withdrawal,  Extreme Financial Necessity. The Adminis-trative Committee, in
     its  sole  discretion,  may  direct  the  Trustees  to  distribute  to  any
     participant  or his  beneficiary  up to one hundred  percent  (100%) of the
     participant's  elective  account,  valued as of the most  recent  valuation
     date, in the case of proven extreme financial necessity. Commencing January
     1, 1988,  such  distribution  shall be limited solely to the  participant's
     deferred  compensation  without  regard to any  earnings  on such  deferred
     com-pensation.  Withdrawal  under this section  shall only be authorized in
     the event of financial hardship resulting from accident to or sickness of a
     participant or his  dependents;  or financial  hardship  resulting from the
     establishing  or preserving of the home in which the  participant  resides,
     provided funds are not reasonably  available from other financial resources
     to the participant.  Furthermore, any withdrawal pursuant to the provisions
     of this section  shall be governed by the  provisions  of ARTICLE IX herein
     regarding  suspension of  participation  and  forfeitures,  except that the
     period of suspension  shall be twelve (12) months,  and the  Administrative
     Committee's  determination  with  respect to any  question  herein shall be
     final.  However,  withdrawals pursuant to this Paragraph may not be made by
     an  individual  who  is an  alternate  payee  under  a  Qualified  Domestic
     Relations Order and for whom an account is being separately maintained, nor
     shall  withdrawals  pursuant to this Paragraph be made by a former employee
     who  was a  participant  and who has not  withdrawn  all the  value  of his
     elective   account   pursuant  to  Paragraph  10.4.  The  Company  and  the
     Administrative  Committee shall adopt procedures necessary to implement the
     compensation  reduction  elections  provided for herein.

3.6  Compensation  Reduction Limitations.  To insure continued  qualification of
     the Plan, a test sometimes  referred to as the "actual deferral  percentage
     test" must be met for each Plan year. In order to meet the ADP test, it may
     be necessary to adjust contributions made by the Company resulting from the
     compensation   reduction   agreements   entered  into  by  certain  of  the
     participants.  In the event that the contribution ratios of the Plan do not
     satisfy  the  test,   the   Administrative   Committee   shall  adjust  the
     contributions  resulting  from the  compensation  reduction  agreements  as
     follows effective January 1, 1997:

          (a)  Any distribution  under this Paragraph shall be made on or before
               the fifteenth  (15th) day of the third (3rd) month  following the
               end of the Plan year, but in no event later than the close of the
               following  Plan year,  which in this case is a calendar year, and
               shall be determined in the following manner:

          (i)  The  dollar  amount  of  excess  contributions  for  each  highly
               compensated participant shall be calculated.

          (ii) The total of the dollar amounts in (i) shall be determined.

          (iii)The  contributions  resulting  from the  com-pensation  reduction
               agreement  ("elective  contributions")  of the highly compensated
               participant   with  the   highest   dollar   amount  of  elective
               contributions  shall be reduced by the amount  required  to cause
               that highly com-pensated  participant's elective contributions to
               equal the  dollar  amount of the  elective  contributions  of the
               highly  compensated  participant  with  the next  highest  dollar
               amount  of  elective   contributions.   This   amount   shall  be
               distributed  to  the  highly  compensated  participant  with  the
               highest dollar amount. However, if a lesser reduction, when added
               to the dollar amount already  distributed  under this (iii) would
               equal the total excess contributions, the lesser reduction amount
               shall be distributed.

          (iv) If the total  amount  distributed  is less than the total  excess
               contributions, reductions shall continue to be made in accordance
               with (iii) until the total  amount  distributed  equals the total
               excess contributions.

          (b)  For  purposes of this  Paragraph,  income  means the gain or loss
               allocable  to excess  contributions  which shall equal the sum of
               the  allocable  gain or loss for the Plan year and the  allocable
               gain or loss for the period  between the end of the Plan year and
               the  date  of  distribution  (gap  period).  The  income  or loss
               allocable  for the Plan  year and the gap  period  is  calculated
               separately  and is determined by  multiplying  the income or loss
               for the Plan year and gap period by a fraction.  The numerator of
               the fraction is the excess contributions made by the employee for
               the Plan year, and the  denominator is the total account  balance
               of the employee attributable to elective  contributions as of the
               end of the Plan year, reduced by the gain allocable to such total
               amount for the Plan year and  increased by the loss  allocable to
               such  total  amount for the Plan year.  The income  allocable  to
               excess  contributions  for the period between the end of the Plan
               year and the date of distribution shall be calculated in the same
               manner  by  substituting  "gap  period"  for  "Plan  year" in the
               fraction.

          3.7  Deferral Percentage Test.

          (a)  Maximum annual allocation:  Effective January 1, 1997, the actual
               deferral percentage for eligible highly compensated employees for
               the  Plan  year  bears  a  relationship  to the  actual  deferral
               percentage  for all other  eligible  employees  for the preceding
               Plan year which meets either of the following tests:

          1.   The  actual  deferral   percentage  for  the  highly  compensated
               participant  group  shall  not be more than the  actual  deferral
               percentage  of  the  nonhighly   compensated   participant  group
               multiplied by 1.25, or

          2.   The  excess of the  actual  deferral  percentage  for the  highly
               compensated participant group over the actual deferral percentage
               for the nonhighly compensated participant group shall not be more
               than two (2) percentage  points or such lesser amount  determined
               pursuant  to  regulations  to prevent  the  multiple  use of this
               alternative  limitation  with  respect to any highly  compensated
               participant. Additionally, the actual deferral percentage for the
               highly compensated  participant group shall not exceed the actual
               deferral  per-centage for the nonhighly  compensated  participant
               group multipled by two (2).

          (b)  For the  purposes of this  section,  actual  deferral  percentage
               means, with respect to the highly  compensated  participant group
               and nonhighly  compensated  participant group for a Plan year the
               average of the ratio, cal-culated separately for each participant
               in such group,  of the amount of  contribution  allocated to each
               partici-pant's  account  resulting  from  compensation  reduction
               agreements, unreduced by distributions made pursuant to Paragraph
               3.5 for such Plan year, to such  participant's  compensation  for
               such Plan year. In addition, for purposes of this section, highly
               compensated  participant and non-highly  compensated  participant
               shall include any employee  eligible to enter into a compensation
               reduction  agreement  whether or not such  agreement was made, or
               suspended under the provisions of this Plan.

          (c)  In the application of the tests referred to above, the Plan shall
               take elective  contributions  into account for the Plan year only
               if  attributable  to  compensation  that would be received by the
               participant  during the Plan year, or earned during the Plan year
               and received within two and one-half (2 1/2) months after the end
               of the Plan year. Such  contribution  shall be taken into account
               for a Plan  year  only if it is  allocated  to the  participant's
               account on a day within the Plan year.

          3.8  Actual  Contribution  Percentage  (ACP) Test.  In addition to the
               "actual  deferred  percentage  test" referred to in Paragraph 3.6
               above,  the  Plan  must  comply  with  the  "actual  contribution
               percentage  test"  required by Section  401(m)(1)  and (2) of the
               Internal  Revenue  Code.  Effective  January 1, 1997,  the actual
               contribution percentage for eligible highly compensated employees
               for  the  Plan  year  shall  bear a  relationship  to the  actual
               contribution percentage for all other employees for the preceding
               Plan year which meets either of the tests similar to those stated
               in Paragraph  3.7(a).  Rather than stating the test in this Plan,
               the test is  adopted by  incorporating  by  reference  herein the
               provisions of said Section  401(m)(1) and (2) and the regulations
               issued thereunder by the Internal Revenue Service.

          (a)  In the event the  actual  contribution  ratios of the Plan do not
               satisfy the test, the  Administrative  Committee shall distribute
               any excess  aggregate  contributions  in a manner similar to that
               stated in Paragraph 3.6(a).  However,  if the highly  compensated
               participant   is  not  fully  vested  in  the  matching   Company
               contribution  and  income  allocable  to such  contribution,  the
               non-vested  amounts shall be forfeited  pursuant to ARTICLE X and
               applied pursuant to ARTICLE XI.

          (b)  For purposes of this  Paragraph,  income means the income or loss
               allocable to excess aggregate contributions which shall equal the
               sum of the  allocable  gain or loss  for the  Plan  year  and the
               allocable gain or loss for the period between the end of the Plan
               year and the date of  distri-bution  (gap period).  The income or
               loss  allocable to excess  aggregate  contributions  for the Plan
               year and gap period is calculated  separately by multiplying  the
               income or loss allocable to matching contributions by a fraction.
               The  numerator of the fraction is the amount of excess  aggregate
               contributions made on behalf of the employee for the Plan year or
               gap period.  The denomi-nator is the total account balance of the
               employee attributable to matching  contributions as of the end of
               the Plan year or gap period reduced by the gain allocable to such
               total amount for the Plan year or gap period and increased by the
               loss  allocable  to such  total  amount  for the Plan year or gap
               period.

          (c)  All such  distributions  shall be made on or before the fifteenth
               (15th) day of the third (3rd) month following the end of the Plan
               year in which the excess aggregate  contributions  were made, and
               no later than the end of the following Plan year.

          (d)  Any distribution or forfeiture of excess aggregate  contributions
               for any Plan year  shall be made on the  basis of the  respective
               portions of such amounts  attributable to each highly compensated
               person.

          (e)  Matching  contributions  that are vested may not be  forfeited to
               correct excess aggregate contributions.

          (f)  Furthermore,  with  respect  to the  application  of  the  actual
               deferred percentage test and the actual  contribution  percentage
               test,  the multiple  use of  alternative  limitation  rule may be
               applied.  For this  purpose,  proposed  Regulation  1.401(m)-2 is
               hereby  incorporated by reference.  3.9 Combined  Deferral Plans.
               For the purposes of this Plan, a highly  compensated  participant
               and nonhighly compensated  participant shall include any employee
               eligible  to  participate  in  this  Plan  whether  or  not  such
               participation  was  elected,   or  any  eligible  employee  whose
               participation  has been  suspended  pursuant to Paragraphs 3.3 or
               3.5.  For the  purposes  of this  Plan,  if two (2) or more plans
               which include cash or deferred  arrangements  are  considered one
               (1)  plan for the  purposes  of  Internal  Revenue  Code  Section
               401(a)(4) or Section  410(b),  the cash or deferred  arrangements
               included  in such plan shall be  treated as one (1)  arrangement.
               For  the  purposes  of  this  Plan,   if  a  highly   compensated
               participant  is a  participant  under  two  (2) or  more  cash or
               deferred  arrangements  of the Company or an affiliated  company,
               all such cash or  deferred  arrangements  shall be treated as one
               (1) cash or deferred  arrangement  for the purpose of determining
               the deferral  percentage with respect to such highly  compensated
               participant.  Notwithstanding  the above, the  determination  and
               treatment  of  elective   contributions   and  "actual   deferral
               percentage"   of  any   participant   shall  satisfy  such  other
               requirements  as  may  be  prescribed  by  the  Secretary  of the
               Treasury. 3.10 Rollover Contributions.

          A.   Rollover of distribution  from qualified plan.  Effective January
               1, 1998,  an  employee of the Company  may,  in  accordance  with
               procedures approved by the Administrative  Committee,  contribute
               to the Plan, as a rollover  con-tribution,  part or all of a cash
               distribution,  or cash proceeds from a sale of property  included
               in a  distribution,  that  qualifies  as  an  "eligible  rollover
               distribution", within the meaning of Code Section 402(c)(4), from
               a plan qualified  under Code Section 401(a) in which the employee
               was a participant,  provided,  however, that such amount shall be
               paid to the Trustees on or before the  sixtieth  (60th) day after
               receipt  by the  employee  of the  distribution  from  the  other
               qualified  plan.  An  employee  shall be  entitled to make such a
               rollover  contribution  regardless  of whether the  employee  has
               satisfied  the service  and age  qualification  require-ments  of
               Paragraph 2.1A(1) and (2).

               Alternatively,  the Trustee may receive  such  contribution  in a
               direct rollover from another qualified plan in which the employee
               was a participant.

               An  employee   shall  not  be   permitted   to  make  a  rollover
               contribution  of any amount that is or has been in an  individual
               retirement  account  or  an  individual  retirement  annuity,  as
               defined in Code  Section 408,  regardless  of whether such amount
               originated  in a  qualified  plan in  which  the  employee  was a
               participant.

          B.   Accounting for and  distribution  of  contributions.  All amounts
               received as  rollover  contributions  pursuant to  Paragraph A of
               this  section  shall  be  credited  to the  employee's  "elective
               account" as if they were partici-pant contributions pursuant to a
               compensation  reduction agreement.  They shall be invested in the
               same way that contributions under Paragraph 3.1 are invested, and
               they   shall  be   subject   to  the  same   rules  as  apply  to
               contri-butions  under  Paragraph 3.1 relating to  withdrawal  and
               distributions.   Rollover  contributions  shall  be  one  hundred
               percent (100%) vested at all times.

               Nothwithstanding the preceding provisions of this section

          (1)  rollover  contributions  shall not be treated as annual additions
               for purposes of Code Section 415; and

          (2)  rollover  contributions  shall  not be  taken  into  account  for
               purposes of either the actual  deferral  percentage  test of Code
               Section 401(k)(3) or the average compensation  percentage test of
               Code Section 401(m)(3).

          ARTICLE IV Matching  Company  Contributions

          4.1  Rate of Contribution.

               The Company shall, with respect to each  participant,  contribute
               to the  Trustees  as soon as  practicable  after  the end of each
               month, out of its current or accumulated  earnings and profits as
               shown on the books used in preparing its annual reports,  without
               regard to whether it has any current or accumulated  earnings and
               profits  for  federal  income tax  purposes,  a  matching  amount
               determined as follows:

          (a)  for employees for whom compensation  reduction agreements were in
               effect on December 31, 1997, and

          (b)  for employees hired by the Company in 1997 or earlier who are not
               eligible  to  make  compensation   reduction  agree-ments  as  of
               December 31, 1997 but who choose to make  compensation  reduction
               agreements when they first become  eligible to  participate,  the
               Company  shall  match the  participant's  compensation  reduction
               $1.00 for each $1.00 deferred, with a maximum of six percent (6%)
               of a participant's compensation.

          (c)  for all other employees,  the matching amount  contributed by the
               Company  shall  vary  depending  on  the   employee's   years  of
               employment [as defined in Paragraph 8.1], as follows:



                                      Matching Amount per
                                        $1.00 Deferred
                                      (Counting Deferrals
       Years of Employment         up to 6% of Compensation)

           Less than 5                       $0.50
              5 - 9                           0.75
           10 or More                         1.00


               Company contributions with respect to a participant shall be paid
               into the Trust and  credited to such  participant's  account with
               respect to Fund III.

          4.2  Discretionary  Profit  Sharing  Contribution.  Beginning with the
               Plan  year  ending  December  31,  1998  and for each  Plan  year
               thereafter,   the  Company  may,  at  its   discretion,   make  a
               contribution  to the  Plan  on  behalf  of each  employee  of the
               Company  eligible to  participate  in the Plan who is employed on
               the last day of the Plan  year  based on  profits  regardless  of
               whether the employee has elected to make  compensation  reduction
               contributions.  The profit sharing  contribution  shall be in the
               form  specified  in Paragraph  4.3 and shall be accounted  for in
               Fund III. The profit sharing  contribution  shall be allocated to
               each employee in the proportion that each employee's compensation
               (as  defined  in  Paragraph  3.2) for the Plan year  bears to the
               total compensation for all employees for the Plan year, but shall
               not exceed four percent (4%) of each employee's  compensation for
               the Plan year.

          4.3  Form of Payment.  The contributions of Kansas City Life Insurance
               Company may be made in cash,  in  treasury  stock or in shares of
               authorized  but  unissued  stock of Kansas  City  Life  Insurance
               Company. If the Company or any affiliated  participating  company
               shall make its  contribution in cash, the Trustees shall have the
               authority to purchase  shares,  acting  independently  as to when
               purchases  are made,  the number of shares to be  purchased,  the
               prices to be paid, and the broker, if any employed, to effect the
               purchases.  The  contributions  of any  participating  affiliated
               corporation  shall be  converted to stock in such manner as shall
               be satisfactory to the Trustees and the respective companies from
               time to time. For purposes of fixing the amount of  contributions
               made with shares of treasury  stock,  or shares of authorized but
               unissued  stock,  and  commencing  with the valuation date of the
               Plan in June,  1982, such stock shall be valued at the average of
               its bid price on the  over-the-counter  market  for all  business
               days following the previous monthly  valuation date. 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 V
                                             Investment of Contributions


          5.1  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  con-templated
               that the contribution made by the Company from time to time be in
               the  form  of  shares  of  the  Company  stock,   and  that  cash
               contributions  to  the  Trust,  whether  by  the  Company  or the
               parti-cipant, may be used for the purchase of Company stock.


          5.2  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  directions 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
               proportions  as are shares as to which voting  instructions  have
               been received.

          5.3  Tender  Offer.  Notwithstanding  any language in this Plan to the
               contrary,  if the  common  capital  stock  of  Kansas  City  Life
               Insurance Company shall become the subject of a tender offer, the
               Trustees may not take any action in response to such tender offer
               except  as  otherwise  provided  herein.  Upon  notice  from  the
               Trustees of the Plan,  and  subject to their  rules of  procedure
               then issued,  each  participant  may direct the Trustees to sell,
               offer  to sell,  exchange  or  otherwise  dispose  of the  common
               capital stock of Kansas City Life Insurance  Company allocated to
               such  participant  in Fund II and  Fund  III.  The  participant's
               direction  may apply to either  or both of said  funds.  Any such
               action  shall  only  be  in  accordance   with  the   provisions,
               conditions  and terms of such tender offer and the  provisions of
               this Plan.  The Trustees shall sell,  offer to sell,  exchange or
               otherwise  dispose of the common  stock  allocated to Fund II and
               Fund III of the  participants  with  respect  to which  they have
               received  directions  to do so pursuant to this  ARTICLE.  To the
               extent to which  participants  do not instruct the Trustees or do
               not issue valid  directions  to the  Trustees  to sell,  offer to
               sell, exchange or otherwise dispose of the common stock allocated
               to their  Fund II and/or  Fund III,  such  participants  shall be
               deemed to have  directed  the  Trustees  that such  shares  shall
               remain  invested in said common capital stock. If a participant's
               tender  shall  be  accepted,  the  account  or  accounts  of  the
               participant whose stock has been tendered shall be reduced by the
               value of the stock so tendered.  The date for valuation  shall be
               established  by the  Trustees,  and in order to  facilitate  such
               tender offers the Trustees may require special  valuation  dates.
               At such time as cash is  received  for the benefit of a tendering
               participant,  such cash shall be maintained in an escrow  account
               for  the  benefit  of such  participant  until  such  time as the
               Trustees shall  determine that the  reinvestment  of the funds in
               the  accounts  of Fund II and/or  Fund III shall be  appropriate.
               Interest as earned by the Trustees in such escrow  account  shall
               be credited to the accounts of those  participants  whose cash is
               held. The  availability of such cash for investment  shall be the
               primary  objective of the Trustees in the selection of the escrow
               account.

          ARTICLE VI Allocation to and Evaluation of Participants' Accounts

          6.1  Investment  Funds.  The  value  of  all  Trust  assets  shall  be
               determined  on the basis of market  values as of the last  market
               business  day of each  month,  except  that the Kansas  City Life
               stock  shall be  valued  at the  average  of its bid price on the
               over-the-counter  market  for all  business  days  following  the
               previous  monthly  valuation date.  Accounting  procedures  shall
               reflect the  establish-ment  of at least four (4) separate funds,
               sometimes  herein  referred  to as Fund I, Fund II,  Fund III and
               Fund IV,  with the intent that all  participants'  contributions,
               and any earnings  thereon,  will be accounted for in Fund I, Fund
               II  and  Fund  IV,   and  with  the  intent   that  all   Company
               contributions, and any earnings thereon, will be accounted for in
               Fund  III.   Commencing   January  1,  1988,  the  Administrative
               Committee  may elect to establish new or  subaccounts  within the
               four (4) funds  referred to herein for the purpose of  separately
               accounting for the  participants'  elective deferral accounts and
               the  Company's  equivalent  matching  contributions.   Commencing
               September  1,  1993,  five  (5)  additional  Funds  (and  new  or
               subaccounts within them) shall be established, hereinafter called
               Fund V, Fund VI, Fund VII, Fund VIII and Fund IX, for the purpose
               of separately accounting for the participants'  elective deferral
               accounts  and   accounts   attributable   to  the   participants'
               contribu-tions  prior to January 1, 1988,  and earnings  thereon.
               Contributions  to Funds I, IV, V, VI,  VII,  VIII and IX shall be
               invested  by the  Trustees  in general  investments  pursuant  to
               ARTICLE  XIV.  Contribu-tions  to Fund II  shall be  invested  in
               shares of the Company  stock  pursuant to Paragraph  6.5, and the
               contributions  to Fund III  shall be in the form of shares of the
               Company stock pursuant to ARTICLE IV. There shall be no guarantee
               regarding  interest  or gain,  nor  shall  there by an  guarantee
               against loss of  principal in any of these Funds.  It is intended
               that  the  Plan  comply  with  Section  404(c)  of  the  Employee
               Retirement Income Security Act of 1974.

          6.2  Participants'  Accounts. An account shall be established for each
               participant  with  respect to Fund I, Fund II and with respect to
               Fund III,  Fund IV, Fund V, Fund VI, Fund VII, Fund VIII and Fund
               IX or any other such fund that  reasonable  accounting  practices
               shall require be  established.  All Funds shall be main-tained in
               United  States  dollars.  A  determination  shall be made on each
               monthly  valuation  date of the value with  respect to each fund,
               and shall reflect  contributions made by both the participant and
               the  Company  and  any  gains  or  losses  of  the  funds.   Each
               participant  shall  be  provided  a  statement  of his  accounts,
               reflecting  the value  thereof,  not less  often  than  annually.
               Notwithstanding  the foregoing,  the Company shall have the right
               to change the method of accounting  from time to time except that
               no  participant's  account  balances shall be reduced  because of
               such change.  6.3 Selected  Investments.  Each participant  shall
               have the right to require the Trustees to invest all or a portion
               of his monthly  contribution in either the assets of Fund I, Fund
               II or Fund IV. He shall initially indicate his choice at the time
               he  commences  his   participation,   in   accordance   with  the
               requirements of the Committee,  and he may  subsequently  request
               changes in  accord-ance  with the  provisions  of  Paragraph  6.4
               herein.  His contributions  shall so be invested under one of the
               following options:

          (a)  One hundred  percent (100%) in Fund I, one hundred percent (100%)
               in Fund II or one hundred percent (100%) in Fund IV.

          (b)  Thirty-three and one-third  percent (33 1/3%) in each of Funds I,
               II and IV.

          (c)  Fifty percent (50%) in each of any two (2) of Funds I, II and IV.


     Commencing  September  1, 1993, a  participant  may require the Trustees to
     invest all or a portion of his monthly contribution in either the assets of
     Fund I, Fund II, Fund IV, Fund V, Fund VI, Fund VII,  Fund VIII or Fund IX.
     His  contributions may be invested one hundred percent (100%) in any one of
     these Funds, or, if he wishes to invest in more than one (1) Fund, he shall
     specify  the  percentage  to  be  invested  in  each  Fund.  However,  such
     percentage  must be a whole  percentage,  for  example,  one percent  (1%),
     twenty-six  percent  (26%)  or  eighty  percent  (80%),  and no  fractional
     percentages will be permitted.

     Each   participant  may  make  new  investment   choices  for  his  monthly
     contribution to be effective September 1, 1993 notwith-standing any changes
     made in the prior twelve (12) months. Thereafter, a participant may request
     changes  not more often than once a month.  However,  if a  participant  is
     investing  all or a  portion  of his  monthly  contribution  in Fund II and
     transfers  all or a part  of his  Fund  II  account  to  another  fund  (as
     described in Paragraph 6.4),  monthly  contributions  to Fund II must cease
     until at least six (6) months after the date of said transfer from Fund II.

     6.4 Investment  Changes.  Any participant shall have the right from time to
     time,  although not more often than once within a twelve (12) month period,
     to  require  that  the  value  of any one (1) or  more of his  accounts  be
     transferred  for  investment  for his  account in any of Funds I, II or IV,
     provided  that this  right  shall not  apply to Fund III,  and,  commencing
     January 1, 1977, no such  transfers  shall be permitted from Fund IV to any
     other fund,  and no such  transfers  shall be permitted from Fund I to Fund
     II.  Such  transfer  shall  also be  governed  by  reasonable  rules of the
     Adminis-trative Committee regarding the timeliness of notice.

     Commencing  September 1, 1993, a participant shall have the right, not more
     often  than once a month and not  withstanding  any  transfers  made in the
     twelve (12) months prior to September 1, 1993, to require that the value of
     any one (1) or more of his accounts be  transferred  for investment for his
     account in any of Funds I, II, IV, V, VI,  VII,  VIII or IX  provided  that
     such  transfer  shall be made in whole  percentages.  This right  shall not
     apply to Fund III,  and a  participant  that  transferred  the value of his
     account  from  Fund II to  another  fund in the six  (6)  months  prior  to
     September  1, 1993 may not  transfer any amount into Fund II until at least
     six (6) months after the date of said  transfer  from Fund II.  Thereafter,
     transfers to or from Fund II may occur only once in a six (6) month period.
     All transfers shall be governed by reason-able rules of the  Administrative
     Committee  regarding  the  timeliness  of  notice.

     6.5 Fund II Assets.  A  participant's  contributions  allocated  to Fund II
     pursuant to Paragraph 6.3 herein shall be invested in shares of the Company
     stock subject to the limitations  herein. Such shares shall be purchased by
     the Trustees,  acting  indepen-dently  as to when  purchases are made,  the
     number of shares to be purchased, the prices to be paid, and the broker, if
     any employed to effect the  purchases;  provided  however,  that during any
     period during which the Company or the Trustees are  precluded  from making
     purchases of Kansas City Life  Insurance  Company  shares by law, or at any
     other time the Trustees may elect and the Company shall agree, if permitted
     by law, the Trustees may purchase shares of the Company's treasury stock or
     shares of its authorized but unissued stock.  Such stock shall be valued in
     accordance  with  Paragraph  4.2 herein.  In the event the Company does not
     agree to sell its treasury stock or authorized but unissued  stock,  and if
     the Trustees are  precluded  from buying or are unable to buy such stock on
     the market, the Trustees shall invest such contributions until such time as
     shares  of the  Company  stock  shall  be  available  for  purchase  by the
     Trustees.

     6.6 Dividend Reinvestment.  Dividends and any other distri-butions received
     by the Trustees  with respect to the  investments  allocated to Fund II and
     Fund III shall be invested in shares of the  Company  stock  subject to the
     provisions of Paragraphs 4.2 and 6.5 herein.

     6.7 Fund IV Account and Additional Fund Accounts. Commencing with the first
     (1st) valuation date in January, 1977, Fund IV shall then and thereafter be
     placed on the unit valuation system, as prescribed by Paragraph 6.2 herein,
     and the following amended  provisions of this Paragraph 6.7 shall also then
     apply.  This  fund  shall  now be  maintained  in  United  States  dollars.
     Commencing January 1, 1988, Fund IV and commencing  September 1, 1993, Fund
     V,  Fund VI,  Fund  VII,  Fund  VIII and Fund IX shall be  invested  by the
     Trustees in general investments  pursuant to ARTICLE XIV. There shall be no
     guarantee regarding interest, nor shall there be any guarantee against loss
     of  principal.  All gains or  losses,  if any,  shall be  allocated  to the
     accounts of the participants in the Funds when realized.

     ARTICLE VII Allocation of Fiduciary  Responsibility  7.1  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  provisions of ARTICLE IV, 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.

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

     7.3  Trustees.  The Trustees  shall have the sole  responsi-bility  for the
     administration  and management of the assets held pursuant to this Plan and
     Trust, all as specifically provided for herein.

     7.4 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  VIII  Vesting  8.1  Vesting of Company  Contributions.  Commencing
     January 1,  1988,  the value of a  participant's  account  with  respect to
     Company  contributions  made for his benefit shall be vested, to the extent
     of the percentage applicable, upon the valuation date of the month in which
     the  participant  completes  the years of  employment  with the  Company in
     accordance with the following schedule:

 Years of         Percentage         Years of         Percentage
Employment          Vested          Employment          Vested

    1                 0                 5                 60
    2                 0                 6                 80
    3                30                 7                100
    4                40

     A "year of  employment"  shall be deemed to mean twelve  (12)  con-secutive
     monthly   periods  of  employment   with  the  Company,   dating  from  the
     commencement of employment,  during which he or she shall complete at least
     one thousand  (1,000)  hours of  employment.  Beginning  January 1, 1998, a
     "year of  employment"  shall mean one thousand  (1,000) hours of employment
     during the calendar  year. An employee who  completes one thousand  (1,000)
     hours of employment in the twelve (12) month period beginning with his date
     of  employment in 1997 (or an  anniversary  of his date of employment if he
     began his employment  before 1997) and also completes one thousand  (1,000)
     hours of employment in the 1998 calendar year will be credited with two (2)
     years of  employment  for purposes of this  Paragraph.  How-ever,  years of
     employment  of an  employee  of Old  American  Insurance  Company  prior to
     November  1, 1991  shall not be taken into  account  for  purposes  of this
     ARTICLE  VIII.  If an  employee's  employment  with either Kansas City Life
     Insurance  Company  or  one  of  its  affiliated   corporations   shall  be
     terminated,  and he is immediately employed by any other of such affiliated
     corporations, his employment shall be regarded as continuous and treated as
     if under one (1) employer for vesting purposes.

     In the event a participant  shall be terminated  from  employment  with the
     Company  or any of its  affiliated  corporations,  by  reason  of  death or
     retirement,  the  value  of his or her  account  with  respect  to  Company
     contributions shall be one hundred percent (100%) vested upon the valuation
     date of the month in which such death or retirement occurs.

     The value of a  participant's  account  with respect to his or her personal
     contributions,  and accounted for in Fund I, Fund II, Fund IV, Fund V, Fund
     VI, Fund VII, Fund VIII and Fund IX shall be fully vested at all times.

     8.2   Vesting  of  Company   Contributions   upon   Termination   of  Plan.
     Notwithstanding   any  other  provision   hereof,   the  full  value  of  a
     participant's  account,  including not only his own  contribu-tions and the
     earnings thereon,  but the  contributions of the Company,  and any earnings
     thereon,  shall be fully  vested  in him when and if the Plan  shall at any
     time be terminated for any reason,  or upon the complete  discontinuance of
     Company  contribu-tions  hereunder,  or upon termination of employment of a
     group of participants constituting a partial termination of the Plan.

     ARTICLE IX Account Withdrawals 9.1 Optional Withdrawals. Commencing January
     1, 1988, a participant may elect to withdraw at any time all or any part of
     the  value of his  accounts  with  respect  to Fund I,  Fund II and Fund IV
     attributable to the  participant's  contributions  made prior to January 1,
     1988,  and,  commencing  September 1, 1993, a participant may also elect to
     withdraw  at any  time all or any part of the  value of his  accounts  with
     respect to Fund V, Fund VI, Fund VII, Fund VIII or Fund IX  attributable to
     the participant's  contributions made prior to January 1, 1988. However, no
     withdrawal of any part of Company matching  contributions  allocated to his
     account with  respect to Fund III shall be permitted  except as provided in
     Paragraph 9.2; and further  provided that any withdrawal of a participant's
     "elective  account"  referred to in  Paragraph  3.1 shall be subject to the
     restrictions  of  Paragraph  3.5.  However,  with-drawals  pursuant to this
     Paragraph may not be made by an individual who is an alternate  payee under
     a  Qualified  Domestic  Relations  Order and for whom an  account  is being
     separately  maintained.  No amounts  attributable  to the Company's  profit
     sharing contributions may be withdrawn under this ARTICLE IX.

     9.2  Withdrawals  for  Financial  Need.  Commencing  January  1,  1988,  no
     withdrawal  of funds for  financial  need shall be made except as permitted
     pursuant to Paragraph 3.5 herein.

     9.3 Penalty for Withdrawal. Commencing January 1, 1985, any participant who
     withdraws  funds  under  Paragraph  9.1  will  not  be  permitted  to  make
     contributions  for a period of six (6) months from the date of  withdrawal.
     All amounts  withdrawn may be replaced,  but not less than all, within five
     (5) years of the date of  withdrawal.  No forfeiture  from his account with
     respect  to Fund  III  shall  occur as a  result  of any  such  withdrawals
     effected  after January 1, 1976 if he shall be at least fifty percent (50%)
     vested.  If the  participant  who makes a  withdrawal  is less  than  fifty
     percent  (50%)  vested  at the time of such  withdrawal,  he shall he shall
     forfeit  the  dollar  amount  from his  account  with  respect  to Fund III
     equivalent  to fifty  percent  (50%) of the dollar amount his accounts with
     respect to Fund I, Fund II and Fund IV (and,  commencing September 1, 1993,
     Fund V, Fund VI, Fund VII,  Fund VIII and Fund IX) are reduced by virtue of
     said withdrawal,  provided  however,  the amount so forfeited from Fund III
     shall not exceed the total  dollar  value of said  participant's  nonvested
     funds  determined  pursuant to Paragraph 8.1 herein.  The amount subject to
     such forfeiture  shall be set aside by the Trustees in an interest  bearing
     account.  If the  participant  returns the full amount of his withdrawal to
     the  Trustees  within  five (5) years of the date of  withdrawal,  the full
     value of the  amount  initially  set aside in the  interest  account  shall
     thereupon  be  reinvested  and  restored  to his  account in Fund III.  The
     interest  earned on such amount  shall be treated as  interest  earnings of
     Fund III for the benefit of all participants in such Fund. In the event the
     amount withdrawn is not returned within the time period referred to herein,
     the amount  subject to  forfeiture  shall be  treated  as a  forfeiture  in
     accordance with Paragraph 11.1 of this Plan.

     9.4 Time and Method of Payment.  All payments  under this ARTICLE  shall be
     made as soon as practicable after the next monthly valuation  following the
     giving of such written  notice as shall be prescribed by the Committee with
     respect to  withdrawals  pursuant  to  Paragraph  9.1, or a decision of the
     Committee  as provided  with respect to  withdrawals  pursuant to Paragraph
     3.5,  and shall be paid  either  in cash or in  shares of Kansas  City Life
     Insurance  Company stock pursuant to this Plan. The funds shall reflect the
     value of any withdrawal pursuant to the provisions of this ARTICLE IX.

     9.5 Elective Account Loans.  Commencing  January 1, 1988, a participant may
     request  a loan to be made from his or her  elective  account  or  accounts
     under such  conditions  and terms as shall be approved from time to time by
     the Adminstrative Committee. Any loan made pursuant to this Paragraph, when
     added  to  the  outstanding   balance  of  all  other  loans  made  to  the
     participant, shall be limited to the lesser of:

     (a)  Fifty  thousand  dollars  ($50,000.00)  reduced  by the  excess of the
     highest  outstanding balance of loans to the parti-cipant during the twelve
     (12) month  period  ending on the day before the date on which such loan is
     made, over the outstanding  balance of loans to the participant on the date
     on which such loan is made, or

     (b) The greater of ten thousand  dollars  ($10,000.00) or one-half (1/2) of
     the value of the  participant's  elective accounts as of the valuation date
     coincident  with  or  next  preceding  the  date as of  which  the  loan is
     calculated.

     Any such loan shall be made for a period not to exceed five (5) years,  and
     shall  provide for a level  amortization  with payments to be made not less
     often than quarterly. However, loans used to acquire a primary residence of
     the  participant  may provide for  periodic  repayments  over a  reasonable
     period of time that may exceed five (5) years.

     Any loan made pursuant to this  Paragraph  shall result in the reduction of
     the participant's accounts reflecting the dollar amount loaned based on the
     monthly  valuation  on which such loan is effected.  A  reasonable  rate of
     interest may be charged,  as established by the  Administrative  Committee,
     and such interest  payments  shall be treated as earnings of the borrower's
     account.  Minimum  loan  repayments  shall be made by payroll  deduction or
     deduction  from  disability  payments  received  from the Kansas  City Life
     Disability  Plan  or  Sunset  Life  Disability  Plan.  The   Administrative
     Committee shall have the right to deny a parti-cipant's loan request. Loans
     shall become immediately due and payable in full upon the occurrence of one
     of the distribution events described in ARTICLE X. However,  loans pursuant
     to this  Paragraph  will not be made to an  individual  who is an alternate
     payee under a Qualified Domestic Relations Order and for whom an account is
     being separately maintained,  or to a former employee who was a participant
     and  who has not  withdrawn  all the  value  of his  accounts  pursuant  to
     Paragraph 10.4 unless the former employee is a party in interest as defined
     in ERISA Section 3(14) with respect to the Plan.

                                                      ARTICLE X
                                                    Distributions

     10.1  Distribution  of Full  Value  of  Accounts.  A  participant  shall be
     entitled  to the  full  value  of all of his  accounts  in all  Funds  upon
     termination of his  employment by reason of death or  retirement,  in which
     event such accounts of such participant shall be fully vested in him.

     10.2  Termination.  If prior to the termination of the Plan or the complete
     discontinuance of Company contributions hereunder, in either of which event
     a participant's  accounts shall be fully vested, an employee  participant's
     termination  of  employment  occurs  for any  reason  other than one of the
     events  specified  in  Paragraph  10.1,  and if  such  employee  shall  not
     thereafter be employed by any affiliated  corporation of the Company,  such
     participant  shall  then be  entitled  to  receive  his or her one  hundred
     percent  (100%)  vested  interest  in the full  value of his  account  with
     respect to Fund I, Fund II, Fund IV,  Fund V, Fund VI, Fund VII,  Fund VIII
     and Fund IX and that  percentage of his or her vested interest in the value
     of his account with  respect to Fund III as  authorized  by  Paragraph  8.1
     herein.

     Any amount not vested at the time of such termination  shall immediately be
     forfeited. Such forfeited amount shall then be used to reduce the amount of
     Company  contributions  in accordance  with Paragraph  11.1 herein.  If the
     terminated participant returns to his status of employment with the Company
     or any of its affiliated corporations,  and is otherwise fully qualified to
     participate,  and if the terminated  participant repays, before the earlier
     of five (5)  years  after  the  first  date on  which  the  participant  is
     re-employed  or the close of the first period of five (5)  consecutive  one
     (1) year breaks in service  commencing after the withdrawal,  the amount of
     the distribution, if any, he received from his account with respect to Fund
     III at the time of his termination of employment, the Company shall restore
     the forfeited amount,  without any gain or loss, to his Fund III account on
     the valuation date of the month in which such repayment occurs.  The repaid
     amount shall also be similarly restored to an accounted for in Fund III.

     10.3 Method of Distribution.  All distributions provided under this ARTICLE
     upon termination of employment,  unless elected  otherwise  pursuant to the
     written  request  of  the  participant,  or the  written  request  of  said
     participant's beneficiary if said participant shall not be living, shall be
     in the form of a lump sum  payment.  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   in  any  other  form  as  to  any  other
     benefi-ciary.  Any such request shall be written and on forms prescribed by
     the Administrative Committee and made within sixty (60) days of termination
     of  employment.  Requests  may be made for  distribution  in one (1) of the
     following methods:

(a)  By the  purchase of a  nontransferable  annuity  providing  for  retirement
     payments  to be made in equal  monthly  installments  for a  period  of one
     hundred  twenty (120) months certain and for the remainder of his lifetime.
     Any annuity contract must comply with the minimum  distribution  incidental
     benefit   requirements  of  Internal   Revenue  Code  Proposed   Regulation
     1.401(a)(9)-2  hereby  incorporated  by reference.  If the  participant  is
     married,  the annuity shall be a single  premium  non-transferable  annuity
     contract in the form of a fifty  percent  (50%)  contingent  annuity  under
     which the participant's  spouse is named as the contingent annuitant unless
     the participant  elects some other form in accordance wth  Subparagraph (c)
     below with the consent of the spouse.

(b)  In the event that a lump sum payment shall be requested, the party entitled
     thereto  shall have the further right to require that shares of Kansas City
     Life Insurance Company stock be issued to him as a part of said payment, in
     accordance with the following formula:  He shall have the right to withdraw
     the number of said shares equal to the value that is derived by multiplying
     the  percentage  that his  account in Fund III  divided by the total of all
     accounts in Fund III equals, by the value of all Kansas City Life Insurance
     Company  stock in Fund III.  He shall  also be  entitled  to any such stock
     purchased  for his account in Fund II, the amount  thereof to be determined
     in  accordance  with the above formula as applied to Fund II. He shall also
     be  entitled  to receive  the  number of shares of such stock  which can be
     purchased  with the value of his  account  with  respect to Fund I Fund IV,
     Fund V, Fund VI, Fund VII, Fund VIII and Fund IX.

(c)  The Administrative  Committee of the Plan, or its delegate, shall provide a
     participant  who is entitled to receive a joint and survivor  annuity,  the
     information  in  nontechnical  language,  which  will  inform  him  of  the
     availability  of the  election and a general  description  of the joint and
     survivor  annuity,  as well as an explanation of the circumstances in which
     it will be  provided  if a  contrary  election  is not made.  The  eligible
     participant shall also be advised of the dollar  difference  resulting from
     his election and that he may obtain  additional  information  upon request.
     The participant  shall be permitted to make his election during a period of
     at least  ninety  (90)  days  after  he is  furnished  with  the  necessary
     information  and which  ends prior to the  commencement  of  benefits.  The
     participant  may  waive  this  requirement  (with  any  applicable  spousal
     consent) if the distribution  commences more than seven (7) days after such
     explanation   is  provided.   If  the   participant   requests   additional
     information,  the  election  period must  include at least ninety (90) days
     after such information is furnished.  The Committee,  however,  may provide
     that the additional  information  must be requested  within sixty (60) days
     after the original information as to the election is first furnished to the
     participant.  The election is to be witnessed by a plan  representative  or
     notary  public,  acknowledging  the effect of the election and any specific
     non-spouse   beneficiary,   including  any  class  of  beneficiary  or  any
     contingent  beneficiary  designated under the form of benefit elected.  Any
     spousal consent shall be irrevocable  unless  revocation shall be agreed to
     by the  participant.  It is intended  that no election  period shall extend
     beyond the par-ticipant's retirement date.

     10.4  Commencement  of  Distribution.  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 X. 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 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
     any of his vested accounts when one of the distribution  events occurs, and
     later elect to have the  distribution  made upon  written  notice  before a
     subsequent  valuation  date.  However,  unless the  participant  chooses to
     receive the  distribution  in the form of an annuity  pursuant to Paragraph
     10.3(a),  only a full and complete distribution of the vested accounts will
     be allowed  whether the  participant  withdraws his vested  accounts at the
     time a  distribu-tion  event  occurs  or at some  later  date.  No  partial
     withdrawals shall be permitted.  Notwithstanding,  no distribution of three
     thousand  five  hundred   dollars   ($3,500.00)   [five  thousand   dollars
     ($5,000.00)  beginning  January  1,  1998]  or  more  shall  be  made  to a
     participant  unless the participant shall have consented in writing to such
     distribution,  all in accordance  with the  provisions of Internal  Revenue
     Code Section 411 and related regulations.

     10.5 Valuation.  The value of a participant's accounts with respect to Fund
     I, Fund II, Fund III,  Fund IV,  Fund V, Fund VI,  Fund VII,  Fund VIII and
     Fund IX upon  termination  shall  be the  value  on the  valuation  date in
     January of the year  elected  pursuant to Paragraph  10.4,  except that the
     valuation  of any  shares of stock of Kansas  City Life  Insurance  Company
     shall be  determined by the  provisions  of Paragraph  4.2 herein.  If such
     election is not so made,  such value shall be  determined  on the valuation
     date  coin-cident  with or next following the date the participant  (or, in
     case of death, his beneficiary) elects to receive his distribution,  or the
     receipt  by the  Trustees  of  notice of said  participant's  ter-mination,
     whichever shall occur later.

     10.6  Facility  of  Payment.   If  the  Committee  shall  receive  evidence
     satisfactory to it that a participant,  retired  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  main-taining or has custody of such participant,
     retired  participant,  or beneficiary,  and that no guardian,  committee or
     other   represen-tative   of  the  estate  of  such  participant,   retired
     participant or beneficiary,  shall have been duly appointed,  the Committee
     may, at its option,  make payments  otherwise  payable to such participant,
     retired  participant or  beneficiary,  to such other person or institution,
     and the  release of such  other  person or  institution  shall be valid and
     complete discharge for such payments.

     10.7 Beneficial  Designation.  Any participant or retired 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,  and
     provided that any change of  beneficiary to a person other than a surviving
     spouse must be consented to in writing by said participant's  spouse.  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 or in effect 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 partici-pant's executors or administrators.

     10.8 Fractional Shares.  With respect to any distribution of stock pursuant
     to the provisions of this Plan, a participant  shall be entitled to receive
     the number of whole  shares  which the value of his account  equals and the
     balance of said account value in cash.

                                                     ARTICLE XI
                                             Application of Forfeitures


    11.1 Any of the assets attributable to Company contributions,  reflected in
     the value of Fund III,  which  shall be  forfeited  by a  participant  with
     respect to his account in Fund III pursuant to the provisions of Paragraphs
     9.3 and 10.2 herein,  shall be applied,  as soon as practicable,  to reduce
     the amount of Company contributions required by this Plan. Shares of Kansas
     City Life  Insurance  Company  stock  applied  to reduce  the amount of any
     Company  contri-bution for any month shall be valued in accordance with the
     procedures set forth hereinbefore on the date of such application.

                                                     ARTICLE XII
                                              Administrative Committee

     12.1 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  adminis-tration  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.

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

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

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

     12.5 No member of the  Committee  shall receive any  compensa-tion  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.

     12.6 Subject to the limitations of this Plan and Trust,  the Committee from
     time to time shall establish rules or regulations for the administration of
     the Plan and the transaction of its business. The Committee shall have full
     and complete discretionary authority to construe and interpret the Plan and
     decide any and all matters arising hereunder, except such matters which the
     Executive  Committee  of the  Company  from  time to time may  reserve  for
     itself, including the right to remedy possible ambiguities, inconsistencies
     or  omissions.  All  interpretations,  determinations  and decisions of the
     Committee  or the  Executive  Committee  of 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 funds and accounts
     established pursuant to the Plan.

     12.7 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.

     12.8 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  Committee  member  shall resign upon request of the
     Executive  Committee.  The Executive  Committee shall fill all vacancies on
     the Committee as soon as is reasonably  possible after a resignation  takes
     place, and until a new appointment  takes place,  the remaining  members of
     the Committee shall have authority to act, if approved by either a majority
     of the remaining members or by two (2) members, whichever number is lesser.

                                                    ARTICLE XIII
                                              Amendment and Termination

     13.1 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  regulations 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, retired participants,
     or  their  beneficiaries.  Except  as  may  be  required  to  conform  with
     governmental  regulations,  no such amendment  shall  adversely  affect the
     rights of any participant with respect to  contributions  made by him prior
     to the date of such amendment.

     13.2  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) of the Internal  Revenue  Code,  participant's  accounts
     shall become fully vested and  nonforfeitable  and  distri-bution  shall be
     made as  promptly  as possible in  accordance  with the  directions  of the
     Committee.

     13.3 Merger.  This Plan and Trust shall not be merged or consolidated with,
     nor shall any assets or  liabilities be  trans-ferred  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 XIV
                                                      The Trust

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

     14.2  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 admin- ister such monies and
     the  increment,  increase,  earnings and income  thereof as a Trust for the
     exclusive  benefit of the employees and agents  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.

 14.3  Investment of Funds.

     (a)  Except as hereinafter  provided with respect to the cash reserve,  the
          Trustees  shall invest and reinvest the  prin-cipal  and income of the
          Trust in their  discretion  in such  securities,  common and preferred
          stocks, real estate mortgages,  debentures,  bonds,  promissory notes,
          real  estate,  real  estate  improvements,  leaseholds  or  any  other
          income-producing properties or securities, real or personal, within or
          without the State of Missouri,  and 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.  The Trustees  are  specifically  empowered to invest the
          Trust  assets  in the  capital  stock of Kansas  City  Life  Insurance
          Company, including but not limited to, its treasury stock.

     (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  exchange  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,  purchase,  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 for the  purposes  of the Trust,  and
          pledge or mortgage  securities  or other  assets owned by the Trust as
          security for the payment thereof.

     (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.

     14.4  Approval  of  Investments.  Before  making  any  new  invest-ment  or
     reinvestment  of any funds of this Trust,  the Trustees shall submit to the
     Executive Committee of the Company, or its designated subcommittee,  a list
     of such securities in which it proposes to invest such funds and the amount
     proposed to be invested in each security, and the Trustees shall proceed 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  proposals,  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 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  investments  which have
     not been  specifi-cally  rejected  as  aforesaid,  meet  with the  complete
     approval of said Executive Committee or its designated subcommittee.

     14.5 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  contributions  of the Company and
     participants  in the Plan, 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.

     14.6  Disbursement of Funds.  Disbursement of the funds 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.  The Trustees are
     empowered  to  sell  securities   belonging  to  the  Trust  to  meet  said
     disbursements when the cash reserve is sufficient.

     14.7  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.

     14.8  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.

     14.9  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.


     14.10  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.

     14.11 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  Committee 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
     automatically 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.

     14.12  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 of 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 XV
                               General Provisions

     15.1 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.

     15.2 Source of Payment. Benefits pursuant to the Plan shall be payable only
     out of the assets of the Trust or pursuant to any qualified nontransferable
     annuity purchased  pursuant to the provisions of ARTICLE X. 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.

     15.3 Inalienability of Benefits. The interest hereunder of any participant,
     retired  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, retired participant or beneficiary.

     15.4 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.

     15.5 Unknown Heirs. If within four (4) years after any distribution becomes
     due to a  participant,  retired  participant or his  beneficiary,  the same
     shall not have been claimed, provided due care shall have been exercised in
     attempting to make such distri-bution,  the amount thereof shall be treated
     as forfeited and applied as provided for in ARTICLE XI.

     15.6 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.

     15.7 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  participants  or participants  whose principal  duties
     consist of supervising the work of others.

     15.8  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.

     15.9  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.

     15.10 Articles.  Titles of Articles are for general  infor-mation  only and
     this Plan shall not be construed by reference to such titles.

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

     15.12 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.

     15.13  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.

     15.14 Initial  Participation  Date. The "initial  participation date" shall
     mean the first (1st) day of the first (1st) month  designated by either the
     Board of  Directors  or the  Executive  Committee  of the  Company  for the
     commencement of contributions and the administration of this Plan.

 15.15  Retirement Dates.

     (a)  Commencing  January  1,  1988,  the  normal  retirement  date  for all
          employees participating in this Plan shall be the earlier of the first
          (1st) day of the month  following  attainment  of sixty  (60) years of
          age,  or the  first  (1st) day of the month  following  attainment  of
          fifty-five  (55)  years of age and  completion  of five  (5)  years of
          employ-ment.  For purposes of  determining  the completion of five (5)
          years of  employment,  the years of  employment  of an employee of Old
          American  Insurance  Company  prior to  November  1, 1991 shall not be
          taken into account.

     (b)  For the  purposes of this Plan, a  participant  who reaches his normal
          retirement date shall be deemed to have retired on such date and shall
          thereupon become entitled to the retirement benefits herein, except as
          provided in Subparagraph (c). The value of all contributions allocated
          to his respective accounts shall be one hundred percent (100%) vested.

     (c)  A participant  may continue his employment for purposes  herein beyond
          his  normal   retirement  date,  and  the  participant  will  commence
          receiving benefits on his actual retirement date;  provided,  however,
          distributions  to a five  percent (5%) owner of the Company as defined
          in the Internal Revenue Code shall commence no later than April 1st of
          the calendar year  following the calendar year in which he attains age
          seventy and one-half (70 1/2), and distributions to other participants
          shall commence no later than April 1st of the year in which such other
          participant  attains the age of seventy and one-half (70 1/2),  unless
          such other  participant  shall have  attained age seventy and one-half
          (70 1/2)  prior to  January  1, 1988 and was not a five  percent  (5%)
          owner at any time  during  the  period  beginning  with the Plan  year
          ending with the year in which he attained age  sixty-six  and one-half
          (66 1/2) and any  subsequent  year.  Contri-butions  may be  continued
          until such actual  retirement  date at the option of the  participant.
          Effective  January 1, 1989, the minimum  distribution  and the minimum
          dis-tribution incidental benefit requirements of Internal Revenue Code
          Proposed  Regulations   1.401(a)(9)-1  and  1.401(a)(9)-2  are  hereby
          incorporated by reference. Effective January 1, 1997, for participants
          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:

          (i)  the year in which the participant attains age 70 1/2, or

          (ii) the year in which the participant retires.


     15.16 Initial Qualification. 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.

     15.17 Company. The term "Company" means Kansas City Life Insurance Company,
     a  Missouri  Corporation,  Sunset  Life  Insurance  Company of  America,  a
     Washington  Corporation,   Old  American  Insur-ance  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.

     15.18  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  contractors,  or,  effective  January 1,
     1989,  leased employees as defined in Section 414(n) or (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 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.

     15.19 Agents.  Commencing  January 1, 1990, no life  insurance  salesman of
     Kansas City Life Insurance Company, sometimes referred to herein as "agent"
     shall be eligible to  participate.  Accounts  of all  participating  agents
     shall be finally valued on the last business day of December,  1989,  shall
     be one hundred percent (100%) vested, and shall be paid to them in January,
     1990 in such form as permitted by the  provisions  of this Plan. No further
     deferral in this Plan shall be permitted.

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

     15.21  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.

     15.22 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.

     15.23 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)  Thirty   thousand   dollars   ($30,000.00)   (subject  to  annual
               adjustments  pursuant to Internal Revenue Code Section 415(d) and
               regulations), or

          (b)  Twenty-five percent (25%) of such participant's compen-sation.

     15.24 Annual  Additions.  For the purposes of this Plan,  "annual addition"
     shall be the sum for any year of the Company  contributions plus the amount
     of any employee contributions, plus the forfeitures.

     15.25 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
     15.23.  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 are  excessive,  a  reduction  of such shall be  effected by a
     return  to  the   participant   of  a  dollar  amount  (with  any  earnings
     attributable to the dollar amount) from his elective  accounts,  which with
     an equal amount of the Company's  contributions accounted for in accordance
     with the following  formula,  eliminates such excess: The excess amounts in
     the participant's Company account (Fund III) must be used to reduce Company
     contributions  for the next  limitation  year  (and  succeeding  limitation
     years, as necessary) for that participant if that participant is covered by
     the Plan as of the end of the limitation year.  However, if the participant
     is not covered by the Plan as of the end of the limitation  year,  then the
     excess amounts must be held in  unallocated  in a suspense  account for the
     limitation  year and allocated and  reallocated in the next limitation year
     to all of the remaining  participants  in the Plan in  accordance  with the
     rules set forth in Subparagraph  (6)(i) of Regulation  Section  1.415-6(b).
     Furthermore,  the  excess  amounts  must  be  used to  reduce  the  Company
     contributions  for the next  limitation  year (and  succeeding  limi-tation
     years, as necessary) for all of the remaining participants in the Plan. For
     purposes  of this  Paragraph,  excess  amounts  may not be  distributed  to
     participants or former participants.

     15.26 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.

     15.27 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.

     15.28  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.

     15.29 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.

     15.30 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.

     15.31 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  contribu-tion  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  percent  (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 percent (25%) of the participant's  compensation
                    for the year ending in 1981.

     15.32Affiliated  Company  Participation.  Notwithstanding  anything 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
     make contributions to this Plan unless such Plan shall have been adopted by
     the corporation for which such employee is employed.

     15.33 Highly Compensated Person. Prior to January 1, 1997, the term "highly
     compensated person", for the purposes of this Plan, shall mean any employee
     who at any time during the preceding year, or the lookback year,

               (a)  was a five percent (5%) owner of the Company, or

               (b)  had compensation in excess of seventy-five  thousand dollars
                    ($75,000.00) per year, or

               (c)  was  in  the  highest  paid  twenty  percent  (20%)  of  the
                    employees   of  the   Company   (ranked   on  the  basis  of
                    compensation  paid  during such year) with  compensation  in
                    excess  of  fifty  thousand  dollars  ($50,000.00)  per year
                    (top-paid group), or

               (d)  was an officer with  compensation in excess of fifty percent
                    (50%) of the amount in effect under IRC Section 415(b)(1)(A)
                    for such year (counting at least one (1) officer, regardless
                    of compensation; but counting no more than fifty (50), or if
                    less,  ten  percent  (10%) of all  employees  or  three  (3)
                    employees, whichever is greater).

     In the case of the year for which the relevant determination is being made,
     an employee not described in Subparagraph (b), (c) or (d) for the preceding
     year (without regard to this  Paragraph)  shall not be treated as described
     in  Subparagraph  (b),  (c) or (d) unless such  employee is a member of the
     group  consisting  of the one hundred  (100)  employees  paid the  greatest
     compensation during the year for which such determination is being made.

     For purposes of this  Paragraph,  "lookback  year" shall be the twelve (12)
     month  period  immediately  preceding  the  year  for  which  the  relevant
     determination  is  being  made,  and  the  term  "compensa-tion"  shall  be
     compensation   defined  in  Paragraph  3.2  including   additional  amounts
     described in Code Sections 125, 402(e)(3), 402(h) and 403(b).

     If an employee is a "family  member" of a five  percent  (5%) owner or of a
     highly  compensated  employee  who  is  one of the  ten  (10)  most  highly
     compensated  employees  ranked  on the  basis of  compensation  paid by the
     employer  during such year, the employee and the five percent (5%) owner or
     top ten (10) highly compensated employees will be aggregated and treated as
     a single employee  receiving  compensation and a Plan  contribution that is
     based on the  compensation  or Plan  contribution of such employee and five
     percent (5%) owner or top ten (10) highly  compensated  employee.  For this
     purpose,  "family  member"  shall  mean the  employee's  spouse  and lineal
     ascendants  or  descendants,  and the spouses of the lineal  ascendants  or
     descendants.  Effective  January 1, 1997, for purposes of Subparagraph  (e)
     below, an employee who is a "family member" of a five percent (5%) owner at
     any time during the year shall be  considered a highly  compensated  person
     regardless of  compensation.  For this purpose,  "family member" shall mean
     the five percent (5%) owner's spouse, child, parent or grandchild.

     Effective  January  1,  1997,  "highly  compensated  person"  shall mean an
     employee who

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

               (f)  for the preceding year

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

                    2.   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 such  preceding
                         year.

     The dollar amounts in Subparagraphs  (b), (c) and (f)1 shall be adjusted at
     the  same  time  and in such  manner  as  under  Code  Section  415(d)  and
     Regulations thereunder.

     In determining who is a highly  compensated  person, all employers required
     to be  aggregated  under  subsections  (b),  (c),  (m), (n) and (o) of Code
     Section  414 shall be taken  into  account as a single  employer.  However,
     leased  employees  within the meaning of Code Sections 414(n) and (o) shall
     not be considered  employees if the leased  employees are covered by a plan
     described in Code Section  414(n)(5)  and are not covered in any  qualified
     plan maintained by the employer.

     If a former employee  separated from service prior to the calendar year and
     was an active highly  compensated  person in the year of separation,  or in
     any year after attaining  fifty-five  (55), the former employee was counted
     as a highly compensated  person, the former employee shall be treated as an
     employee  for  purposes  of  determining  the number of highly  compensated
     persons.  However,  if such former employee separated from service prior to
     1987, he will be treated as a highly  compensated person only if during the
     separation  year (or the year  preceding the  separation  year) or any year
     after the employee  attained age  fifty-five  (55) [or the last year ending
     before  the   employee's   fifty-fifth   (55th)   birthday],   he  received
     compensation in excess of fifty thousand dollars ($50,000.00) or was a five
     percent (5%) owner.

     For purposes of determining the number of employees in  Sub-paragraphs  (c)
     and (f)2,  nonresident aliens shall not be treated as employees.  Employees
     who (1) have not completed six (6) months of service,  or (2) normally work
     less than  seventeen  and one-half (17 1/2) hours per week, or (3) normally
     work less than six (6) months during any year, or (4) have not attained age
     twenty-one  (21) shall also be excluded  (but these latter  employees  will
     still be con-sidered for purposes of identifying  the particular  employees
     in the top-paid group),  and (5) to the extent allowable under regulations,
     employees covered by a collective  bargaining agreement between the Company
     and employee representatives.

     15.34 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  retirement  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  employee.  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.

     15.35  Participants  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  accordance  with Code  Section  414(u).  Further,  the
     repayment of any elective  account  loan made under  Paragraph  9.5 will be
     suspended as permitted by Code Section 414(u)(4).

     15.36  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.

     15.37 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  con-tributions  returned  shall not  include any  investment  earnings
     thereon, but shall be net of any investment losses thereon.

                                                    ARTICLE XVI
                                                Top Heavy Provisions

     16.1 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 other amount as the Secretary of
     the Treasury may  designate,  shall be  disregarded.  Beginning  January 1,
     1989,  compensation  to be  dis-regarded  shall  be the  amount  stated  in
     Paragraph  3.2.  Furthermore,   for  the  purposes  of  this  ARTICLE  XVI,
     compensation shall be as defined in Paragraph 3.2.

     16.2 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  aggre-gated  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  determi-nation  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  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  employers.
               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.

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

     16.4 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.

     16.5 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.

     16.6 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.

     16.7 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
                    percent  (80%)  after  five (5)  years of  service;  and 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,  which shall
                    be invested and accounted for in Fund III.

               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  contribution.  No such minimum
                    contribution made by the Company pursuant to these top heavy
                    provisions  shall be  subject  to  forfeiture  if a  non-key
                    employee withdraws his or her mandatory contributions.

               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  contri-bution  required herein shall
                    be satisfied by the accrual of the defined  benefit  minimum
                    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  denominators  of the defined benefit
                    and defined contribution fractions.

     16.8 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 aggre-gate
                    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 dis-tributions are not
                         included as distributions for Top Heavy purposes to the
                         extent that such  distributions 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   participants
                         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 required
                         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, and shall include any
                         terminated  plan  which if it had not  been  terminated
                         would  have  been   required  to  be  included  in  the
                         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 a 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.

                    4.   For purposes of  determining  the present  value of the
                         cumulative  accrued  benefit for any  employee,  or the
                         amount of the  account  of any  employee,  the value or
                         amount   shall   be   increased   by   the    aggregate
                         distributions  made with respect to such employee under
                         the plan  during  the five  year  period  ending on the
                         determination date. The preceding sentence also applies
                         to  distributions  under a terminated  plan which if it
                         had not been terminated  would have been required to be
                         included in an aggregation  group. If any individual is
                         a non-key  employee  with  respect  to any plan for any
                         plan year, but such  individual was a key employee with
                         respect  to such  plan for any  prior  plan  year,  any
                         accrued  benefit for such  employee (and the account of
                         such  employee)  shall not be taken into  account.  The
                         accrued  benefit of an employee  who has  performed  no
                         services  for the  Company  during  the  five  (5) year
                         period  ending  on the  determination  date will not be
                         taken into account.

                    (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)  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.

                                                    ARTICLE XVII
                                           Disabled Employee Participants

                    17.1  Contributions  Cease  on  Disability.  Notwithstanding
                    anything   in   this   Plan   to  the   contrary,   when  an
                    employee-participant  commences to receive  benefits because
                    of  disability  as  defined  in this  Plan,  he shall not be
                    permitted  to  continue   contributions,   and  all  Company
                    contributions for his benefit shall cease until such time as
                    he again qualifies as a full time active employee.

                    17.2  Vesting  at  Disability.  During any period of time in
                    which a participant  shall  qualify for benefits  because of
                    disability  as defined in this Plan,  he shall be treated as
                    if his  employment is continuous for purposes of vesting and
                    shall  continue to vest at the rate provided by ARTICLE VIII
                    herein.

                    17.3  Distribution.  At such time as a disabled  participant
                    attains  eligibility  for  retirement  pursuant to Paragraph
                    15.15 herein,  his or her fully vested  accounts may then be
                    distributed in accordance with Plan provisions.

                    IN WITNESS WHEREOF, the Company has caused this Twenty-third
                    Amendment to be executed by its authorized  Officers and its
                    Cor-porate  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