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


                         TENTH AMENDMENT

                        KANSAS CITY LIFE
                       EMPLOYEE STOCK PLAN


     THIS TENTH AMENDMENT, comprising the restated Kansas City Life
Employee Stock Plan, is effective the 1st day of January, 1998, and
is entered into by and between Kansas City Life Insurance Company,
a Corporation organized and existing under the Laws of the State of
Missouri, hereinafter called the "Company", and Ronald E. Hiatt,
John K. Koetting and Robert C. Miller, hereinafter referred to as
the "Trustees".

                            ARTICLE I
                  Creation and Purpose of Trust
     1.1  Name.  The Company hereby creates this Plan and Trust to
be known as the "Kansas City Life Employee Tax Credit Stock Owner-
ship Plan", also sometimes referred to as the "Kansas City Life
Employee Stock Plan", or the "Kansas City Life ESOP", hereinafter
sometimes referred to as the "Plan" or "Trust".
     1.2  Purpose.  It is the purpose of this Plan to encourage the
contributions of its employees to the success of the Company and to
reward such contributions by providing the privileges of ownership
through stock acquisition, and it shall be qualified as an employee
stock ownership plan and as a payroll tax credit employee stock
ownership plan.  It is designed to invest primarily in qualifying
Company stock.
     1.3  Exclusive Benefit of Employees.  This Agreement has been
made, and this Plan and Trust created, for the exclusive benefit of
the Company's full time employees and their beneficiaries.  The
terms of this Plan are intended to comply with the present pro-
visions of Sections 401(a), 409A, 501(a) and 4975(d)(3) and (e)(7)
of the Internal Revenue Code, and as they may hereafter be amended,
and Treasury Department Regulations in connection therewith, in
order that the Plan and Trust may qualify for tax exemption.  Under
no circumstances shall any part of the principal or income of the
Plan and Trust be used for, or revert to, the Company, or be used
for, or diverted to, any purposes other than for the exclusive
benefit of the employees and their beneficiaries.  This Plan and
Trust shall not be construed, however, as giving any employee, or
any other person, any right, legal or equitable as against the
Company, the Trustees or the principal or income of the Trust,
except as specifically provided for herein, nor shall it be con-
strued as giving any employee the right to remain in the Company's
employment.

                           ARTICLE II
                           Eligibility
     2.1  Commencing January 1, 1983, each present and future
employee shall be qualified as a participant in this Plan in
accordance with the following provisions:

     (a)  He shall have attained the age of twenty-one (21) years.

     (b)  Any employee whose employment commences prior to his
          attainment of age twenty-one (21), shall become a
          participant on the first (1st) day of the month following
          his twenty-first (21st) birthday.
     (c)  Any employee whose employment commences after his
          attainment of age twenty-one (21), shall become a par-
          ticipant on the first (1st) day of the month following
          his date of employment.

     (d)  Any employee of Old American Insurance Company who is age
          twenty-one (21) on November 1, 1991 or becomes age
          twenty-one (21) on or before December 31, 1991 shall
          become a participant on January 1, 1992 in accordance
          with the terms of the Adoption Agreement dated December
          19, 1991.  Thereafter, any employee of Old American
          Insurance Company will become a participant in accordance
          with subparagraphs (a), (b) and (c) of this section.
     2.2  With respect to this Plan, an "hour of employment" shall
mean:

     (a)  Each hour for which an employee is directly or indirectly
          paid, or entitled to payment, by the Company for the
          performance of duties.  These hours shall be credited to
          the employee for the computation period or periods in
          which the duties are performed; and

     (b)  Each hour for which back pay, irrespective of mitigation
          of damages, has been either awarded or agreed to by the
          Company.  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.

     (c)  Each hour for which an employee is directly or indirectly
          paid, or entitled to payment, by the Company for reasons
          such as vacation, holidays, illness, incapacity (includ-
          ing disability), layoff, jury duty, military leave or
          leave of absence in a period during which no duties are
          performed (irrespective of whether the employment
          relationship was terminated).  These hours shall be
          credited to the employee for the computation period or
          periods during which the nonperformance of such duties
          occurs and shall only be considered up to a maximum of
          five hundred one (501) hours.  Hours of service for
          periods of time during which no duties are performed
          under Subparagraphs (b) and (c) shall be calculated and
          credited according to Department of Labor Regulations
          2530.200b-2 (b) and (c).

     (d)  In computing an employee's hours of employment on a
          weekly or monthly basis, when a record of hours of em-
          ployment is not available to determine the hours of
          employment under Subparagraphs (a), (b) and (c), the
          employee shall be assumed to have worked forty-five (45)
          hours for each week, or one hundred ninety (190) hours
          for each month (as applicable), for which the employee
          would be required to be credited with at least one (1)
          hour of employment under Subparagraphs (a), (b) or (c)
          above.

     (e)  An "hour of employment" shall also include time for which
          an employee is absent from work either

            (i)     by reason of the pregnancy of such employee,

           (ii)     by reason of the birth of a child of the
                    employee,

          (iii)     by reason of the placement of a child in
                    connection with the adoption of the child by
                    the employee, or

           (iv)     for purposes of caring for the child during
                    the period immediately following the birth or
                    placement for adoption.

            (v)     a leave of absence covered under the Family
                    and Medical Leave Act of 1993.

          However, the total number of hours of such service
          counted for any one (1) period shall not exceed five
          hundred one (501) hours.

     2.3  Leaves of Absence.

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

            (i)     Sickness.

           (ii)     Disability.

          (iii)     Service with the armed forces of the United
                    States during any war or national emergency
                    declared by the President or the Congress, or
                    undeclared.

           (iv)     Pregnancy, not to exceed twelve (12) months.

            (v)     Public service, whether elected or otherwise.

           (vi)     Obtaining additional education, involving
                    periods of time not to exceed twelve (12)
                    months for each leave of absence granted, but
                    only after completion of one (1) full year of
                    full time employment.

     (b)  Such leaves of absence may be counted in computing
          continuous employment provided the employee returns to
          active employment on or before the end of such leave of
          absence, and, when because of service in the armed forces
          as stated above, provided the employee returns to active
          employment with the Company within ninety (90) days
          following his discharge from such service, or such longer
          period during which his re-employment rights are pro-
          tected by law.

     (c)  Any such employee who is not qualified as a participant
          prior to the commencement of such a leave of absence
          shall not be so qualified until his return to active
          employment.  The provisions of this Section shall be
          applied in a like manner to all employees under similar
          circumstances.

                           ARTICLE III
                      Company Contributions
     3.1  Rate of Contribution.  Commencing January 1, 1983, in the
discretion of the Executive Committee of the Company, or its
designated subcommittee, the Company will annually contribute to
the Plan an amount of common capital stock of the Company equal to
one-half of one percent (.5%) of the aggregate compensation of
participants in the Plan for compensation paid or accrued during
calendar years 1983 and 1984, and equal to such other percentage as
shall be permissible by law, currently one-half of one percent
(.5%), for compensation paid or accrued during calendar years 1985
through 1987.
     No contribution will be made for a year for which the payroll
tax credit is not available.  Notwithstanding the provisions of the
preceding sentence, the Company may, but shall not be required, to
make a contribution to the Plan for a Plan year in which the
payroll tax credit is not available.  Any contribution made for a
Plan year in which the payroll tax credit is not available shall be
accounted for separately and shall be in accordance with the rules
and regulations pertaining to ESOPs then in effect.
     3.2  No Employee Contribution.  No contribution shall be
required of a participant, nor will any participant be eligible to
make a contribution.
     3.3  Investment Credit Recapture.  Amounts contributed to the
Plan attributable to all or a portion of the qualified investment
credit claimed by the Company shall remain in the Plan (and, if
allocated pursuant to the Plan, shall remain so allocated) even
though part or all of such ESOP credit is recaptured or redeter-
mined.
     3.4  Form of Payment.  The stock contributions of Kansas City
Life Insurance Company shall be made in treasury stock or in shares
of authorized but unissued stock of Kansas City Life Insurance
Company.  For purposes of fixing the amount of contributions made
with shares of treasury stock, or shares of authorized but unissued
stock, such stock shall be valued at its bid price on the over-the-
counter market on the valuation day of the month in which the
Company's contribution becomes due, or if the market is closed on
that day then on the last preceding day during which it was open.
Effective January 1, 1995, such stock shall be valued at the
average of its bid price on the over-the-counter market for all
business days in the month of the valuation day.  In the event the
Company is precluded from delivering such shares to the Trustees by
law or because of the unavailability of such shares, the Company's
contribution to the Trustees shall be in cash, and said cash shall
be invested until such time as shares of the Company stock shall be
available for purchase by the Trustees.

                           ARTICLE IV
                   Investment of Contributions
     4.1  Investment of Funds.  Contributions to the Trust shall be
invested in accordance with the authority granted to the Trustees
pursuant to the provisions of this Plan and Trust.  It is contem-
plated that the contribution made by the Company from time to time
be in shares of the Company stock, or in cash if necessary to
implement the provision of the Plan.
     4.2  Voting of Shares.  The Trustees shall vote the shares of
stock of the Company for the respective accounts of the partici-
pants only in accordance with the direction of such participants,
which directions may be certified to the Trustees by the Committee,
or any agent designated thereby, provided such directions are
received by the Trustees at least five (5) days before the date set
for the meeting at which such shares are to be voted.  Shares with
respect to which no such direction shall be received and the
fractional shares shall be voted by the Trustees in the same pro-
portions as are shares as to which voting instructions have been
received.

                            ARTICLE V
      Allocation to and Evaluation of Participants Accounts
     5.1  Allocation and Evaluation.  The value of all Trust assets
shall be determined on the basis of market values as of the last
market business day of each calendar quarter.  Effective January 1,
1995, the value of the Kansas City Life stock shall be determined
on the basis of the average of its bid price on the over-the-
counter market for all business days in the last month of each
calendar quarter.
     All stock transferred to or purchased by the Trust with
respect to a Plan year shall be allocated among the accounts of
persons who were participants on the last day of the Plan year and
who completed at least one thousand (1,000) hours of employment
during such Plan year.  The allocation to each participant shall be
an amount which bears the same proportion to the amount of such
securities allocated to all participants in the Plan for that Plan
year as the amount of each participant's compensation during the
entire year bears to total compensation paid to all participants
during the entire year.  (Compensation in excess of one hundred
thousand dollars ($100,000.00) per year with respect to any
participant will be disregarded for this purpose.)
     5.2  Dividends.  Except for amounts needed to cover cash
distributions in place of distributions of fractional shares,divi-
dends on shares shall be reinvested in shares of common stock of
the Company.  Such shares and uninvested dividends shall be allo-
cated quarterly among participants' accounts in proportion to the
value of each participant's account as of the end of the quarter.
     5.3  Stock Fund.  The Trustees shall maintain a "Stock Fund"
which shall cover the aggregate shares of capital stock contributed
to and purchased by the Plan and any uninvested cash.  The Stock
Fund shall be valued as of each valuation date, which shall be the
last business day of each quarter or such other dates as the
Committee may establish, on the basis of the then current fair
market value of the assets held therein, as determined by the
Trustees.  Effective January 1, 1995, the value of the Kansas City
Life stock shall be determined on the basis of the average of its
bid price on the over-the-counter market for all the business days
in the last month of the calendar quarter or in the month of such
other date as the Committee may establish.  The Administrative
Committee shall maintain records reflecting the account of each
participant in the Stock Fund.
     5.4  Annual Account.  The Administrative Committee shall
furnish to each participant at least once each year a statement of
shares and uninvested cash in the Stock Fund allocated to the
participant's account as of a specified date.

                           ARTICLE VI
             Allocation of Fiduciary Responsibility
     6.1  Fiduciaries.  The fiduciaries shall have only those
specific powers, duties, responsibilities and obligations as are
specifically given them under this Plan.  The Company shall have
the sole responsibility for making the contributions required by
the Plan, shall have the sole authority to appoint and remove the
Trustees, members of the Administrative Committee, and to amend or
terminate, in whole or in part, this Plan and Trust.
     6.2  Administration.  The Administrative Committee shall have
the sole responsibility for the administration of this Plan, which
responsibility is specifically described in ARTICLE IX herein.
     6.3  Trustees.  The Trustees shall have such responsibility
for the administration and management of the assets held pursuant
to this Plan and Trust, as is specifically provided for in the
Plan.
     6.4  Duties.  Each fiduciary warrants that any direction
given, information furnished or action taken by it shall be in
accordance with the provisions of the Plan and Trust, authorizing
or providing for such direction, information or action.  Further-
more, each fiduciary may rely upon any such direction, information
or action of another fiduciary as being proper under this Plan, and
is not required herein to inquire into the propriety of any such
direction, information or action. It is intended under this Plan
that each fiduciary shall be responsible for the proper exercise of
its own powers, duties, responsibilities and obligations pursuant
to the Plan and shall not be responsible for any act or failure to
act of another fiduciary. No fiduciary guarantees the Trust fund in
any manner against investment loss or depreciation in asset value.

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

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

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

     (b)  The year in which the participant retires.
     8.2  Separation from Employment.  In the case of separation
from employment, whether by death or for any other reason, or in
the event a disabled participant so elects, the account of the
participant in the Stock Fund shall be determined as of the end of
the quarter in which such event occurs and shall be distributed to
the participant or beneficiary (in case of death) as soon there-
after as practicable.  If separation from service, or if the
disabled participant's election occurs on or after the last day of
a Plan year, but prior to the date on which the Company makes its
contribution for the Plan year just ended, and if the participant
is entitled to share in such contribution, then such participant's
share shall be determined as of the end of the quarter in which the
Company's contribution is made and shall be distributed thereafter
as soon as practicable.
     8.3  Pre-retirement Distribution.  Any participant who remains
in the employ of the Company may request a distribution of stock
allocated to his or her account as of the end of any quarter next
following the expiration of eighty-four (84) months following the
month in which the stock was allocated to the account, but not more
often than once within any twelve (12) month period.  Requests for
distribution must be in writing, filed with the Administrative
Committee at least fifteen (15) days prior to the end of any such
quarter.  Distribution shall be made to such participant as soon as
practicable following the end of the quarter in which the request
is made.  However, distributions pursuant to this Paragraph may not
be made to an individual who is an alternate payee under a Quali-
fied Domestic Relations Order and for whom an account is being
separately maintained.
     8.4  Right to Stock.  Any participant who shall be entitled to
a distribution from the Plan shall have the right to demand that
his benefits be distributed in the form of capital stock of the
Company.  Notwithstanding the foregoing, any fractional share will
be converted to cash, at the valuation date as of which the
distribution is made based on the fair market value at that time as
determined by the Trustees.
     8.5  Method of Distribution.  All distributions provided pur-
suant to this Plan shall be by a lump sum payment.
     8.6  Commencement of Distributions.  All distributions shall
be made or commenced to be made as soon as practicable after the
valuation date coincident with or next following the occurrence of
one of the distribution events described in this ARTICLE VIII.
Upon written notice to the Committee no later than the end of the
calendar month following the month in which termination occurs, a
participant (or, in the case of death, his beneficiary) entitled to
a lump sum payment may make an irrevocable election to receive the
value of his distribution on January 31st of the next succeeding
calendar year.  Alternatively, the participant may choose not to
withdraw his benefits when one of the distribution events
occurs,and later elect to have the distribution made upon written
notice before a subsequent valuation date.  However, only a full
and complete distribution of his benefits will be allowed whether
the participant withdraws his benefits at the time a distribution
event occurs or at some later date.  No partial withdrawals shall
be permitted.
     8.7  Valuation.  The value of a participant's account upon
termination shall be the value on the most recent valuation date
preceding January of the year elected pursuant to Paragraph 8.6. If
such election is not so made, such value shall be determined on the
valuation date coincident with or next following the date the par-
ticipant (or, in case of death, his beneficiary) elects within the
election period specified in Paragraph 8.6 above, to receive his
distribution, or the receipt by the Trustees of notice of said
participant's termination, whichever shall occur later.
     8.8  Facility of Payment.  If the Committee shall receive
evidence satisfactory to it that a participant or beneficiary is
physically or mentally incompetent to receive any payment which
shall be due hereunder and to give a valid release therefor and
that another person or an institution is then maintaining or has
custody of such participant or beneficiary, and that no guardian,
committee or other representative of the estate of such participant
or beneficiary, shall have been duly appointed, the Committee may,
at its option, make payments otherwise payable to such participant
or beneficiary, to such other person or institution, and the
release of such other person or institution shall be a valid and
complete discharge for such payments.
     8.9  Beneficial Designation.  Any participant shall have the
right to designate a new beneficiary at any time by filing with the
Committee a written request for such change, but any such change
shall become effective only upon receipt of such request by the
Committee.  If the payment is made as a result of the death of the
participant, the payment shall be made to the surviving spouse of
the participant, if any, unless the participant and the spouse have
requested a distribution to any other beneficiary.  Any such
request shall be written and on forms prescribed by the Adminis-
trative Committee.  Upon receipt by the Committee of such request,
the change shall relate back to and take effect as of the date such
participant signs such request whether or not such participant is
living at the time the Committee receives such request.
     If there be no designated beneficiary living at the death of
such participant when any payment hereunder shall be payable to the
beneficiary, then such payment shall be made as follows:  To such
participant's wife or husband, if living; if not living, to such
participant's then living lineal descendants, in equal shares, per
stirpes; if none survives, to such participant's surviving parents,
equally; if neither survives, to such participant's executors or
administrators.
     8.10  Diversification of Investments.

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

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

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

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

                           ARTICLE IX
                    Administrative Committee
     9.1  Membership.  The Administrative Committee, sometimes
herein referred to as the "Committee", shall consist of a number of
persons, not less than three (3) nor more than five (5), designated
by the Executive Committee of the Company, who shall serve terms of
one (1) year or until their successors are designated, and said
Committee shall have the responsibility for the general administra-
tion of the Plan and for carrying out the provisions of the Plan in
accordance with its terms.  The Committee shall have absolute
discretion in carrying out its responsibilities.
     9.2  Subcommittees.  The Committee may appoint from its
members such committees with such powers as it shall determine; may
authorize one (1) or more of its number or any agent to execute or
deliver any instrument or make any payment on its behalf; and may
utilize counsel, employ agents and provide for such clerical and
accounting services as it may require in carrying out the pro-
visions of the Plan.
     9.3  Meetings.  The Committee shall hold meetings upon such
notice, at such place or places, and at such time or times as it
may from time to time determine.
     9.4  Majority Action.  The action of a majority of the members
expressed from time to time by a vote in a meeting or in writing
without a meeting shall constitute the action of the Committee and
shall have the same effect for all purposes as if assented to by
all members of the Committee at the time in office.
     9.5  No Compensation.  No member of the Committee shall
receive any compensation for his services as such, and, except as
required by law, no bond or other security shall be required of him
in such capacity in any jurisdiction.
     9.6  Committee Rules.  Subject to the limitations of this Plan
and Trust, the Committee from time to time shall establish rules or
regulations for the administration of the Plan and the transaction
of its business.  The Committee shall have full and complete
discretionary authority to construe and interpret the Plan and
decide any and all matters rising hereunder, except such matters
which the Executive Committee of the Company from time to time may
reserve for itself, including the right to remedy possible
ambiguities, inconsistencies or omissions.  All interpretations,
determinations and decisions of the Committee or the Executive
Committee of the Company in respect of any matter hereunder shall
be final, conclusive and binding on all parties affected thereby.
The Committee shall, when requested, submit a report to the
Executive Committee of the Company giving a brief account of the
operation of the Plan and the performance of the various accounts
established pursuant to the Plan.
     9.7  Claims Procedure.  The Administrative Committee shall
have full and complete discretionary authority to make all
determinations as to the right of any person to a benefit.  Any
denial by the Committee of a claim for benefits under this Plan by
a participant or a beneficiary shall be stated in writing by the
Committee and delivered or mailed to the participant or the
beneficiary, whichever is appropriate; and such notice shall set
forth the specific reason for the denial, written to the best of
the Committee's ability in a manner that may be understood without
legal or actuarial counsel.  In addition, the Committee shall
provide a reasonable opportunity to any participant or beneficiary
whose claim for benefits has been denied for a review of the
decision denying the claim.
     9.8  Resignation of Member.  Any member of the Committee may
resign by giving notice to the Executive Committee at least fifteen
(15) days before the effective date of his resignation.  Any Com-
mittee member shall resign upon request of the Executive Committee.
The Executive Committee shall fill all vacancies on the Committee
as soon as is reasonably possible after a resignation takes place,
and until a new appointment takes place, the remaining members of
the Committee shall have authority to act, if approved by either a
majority of the remaining members or by two (2) members, whichever
number is lesser.

                            ARTICLE X
                    Amendment and Termination
     10.1  Amendment.  Kansas City Life Insurance Company reserves
the right at any time and from time to time, and retroactively if
deemed necessary or appropriate to conform with governmental regu-
lations or other policies, to modify or amend, in whole or in part,
any or all of the provisions of this Plan and Trust by adoption of
a written resolution by the Board of Directors of Kansas City Life
Insurance Company or the Executive Committee of the Board of
Directors; provided that no such modification or amendment shall
make it possible for any part of the contributions of the Company,
or any other funds of the Trust, to be used for, or diverted to,
purposes other than for the exclusive benefit of participants or
their beneficiaries.
     10.2  Termination.  This Plan and Trust is purely voluntary on
the part of the Company, and Kansas City Life Insurance Company
reserves the right to terminate the Plan and the Trust provided
herein by adoption of a written resolution by the Board of
Directors of Kansas City Life Insurance Company or the Executive
Committee of the Board of Directors.  Upon termination of, or upon
the complete discontinuance of contributions within the meaning of
Section 411(d)(3)(B) of the Internal Revenue Code, participants'
accounts shall become fully vested and nonforfeitable and
distribution shall be made as promptly as possible in accordance
with the directions of the Committee.
     10.3  Merger.  This Plan and Trust shall not be merged or
consolidated with, nor shall any assets or liabilities be
transferred to any other Plan or Trust, unless the accrued benefit
of each participant, if the Plan and Trust were terminated
immediately after such action, would be equal to or greater than
the accrued benefit to which such participant would have been
entitled if this Plan and Trust had been terminated immediately
before such action.

       ARTICLE XI
                            The Trust
     11.1  Number of Trustees.  There shall be three (3) Trustees
for this Trust with the Trustees hereinbefore named being the
original Trustees.
     11.2  Trustees shall Receive Sums Paid.  The Trustees shall
accept and receive all sums of money paid to them from time to time
by the Company, and shall hold, invest, reinvest, manage and
administer such monies and the increment, increase, earnings and
income thereof as a Trust for the exclusive benefit of the
employees participating in the Plan, and their beneficiaries.  All
income and earnings of the Trust shall be accumulated by the
Trustees and by them held, invested and reinvested as a part of the
principal of the said Trust.
     11.3  Investment of Funds.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

            (i)     To acquire qualifying Company securities.

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

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

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

     (k)  General rule:

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

     (l)  Other put option provisions:

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

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

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

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

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

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

     (n)  All assets acquired by the Plan with the proceeds of an
          exempt loan referred to hereinabove must be added to and
          maintained in a suspense account.  Such assets are to be
          withdrawn from the suspense account only in accordance
          with rules and regulations of the Internal Revenue Ser-
          vice and as if all securities in  the suspense account
          were encumbered.  Assets in such suspense account are
          assets of this ESOP Plan.
     11.5  Approval of Investments.  Before obtaining any loan or
making any new investment or reinvestment of any funds of this
Trust, the Trustees shall submit to the Executive Committee of the
Company, or its designated subcommittee, a proposal of the terms of
any such loan, or a list of any such securities in which it pro-
poses to invest such funds and the amount proposed to be invested
in each security, the Trustees shall proceed to act on such loan,
to purchase, or refrain from purchasing, such securities in
accordance with the acceptance or rejection, in whole or in part,
of such proposals by the Executive Committee of the Company, or its
designated subcommittee.  Acceptance or rejection of such pro-
posals, or any modification thereof, or any of them by the said
Committee, shall be signified in writing and delivered to the
Trustees within thirty (30) days of the submission of such
proposals by the Trustees, provided however, that if no written
modification, acceptance or rejection of such proposals, or any of
them, shall be so delivered by the said Committee within the time
herein limited therefor, the Trustees shall be warranted and
protected in assuming that all of the proposed loans or investments
which have not been specifically modified or rejected as aforesaid,
meet with the complete approval of said Executive Committee, or its
designated subcommittee.
     11.6  Cash Reserve.  The Trustees may maintain a cash reserve
in such amount as to provide for current distribution of benefits
under the Plan.  Such cash reserve may consist of uninvested con-
tributions of the Company, or of the proceeds of the sale of
investments of the Trust.  All of the funds held in such cash
reserve as well as all funds and securities and assets belonging to
the Trust shall be safely kept by the Trustees on deposit or in the
vaults of a bank or trust company selected and designated by the
Board of Directors or the Executive Committee of the Company.
     11.7  Disbursement of Funds.  Disbursement of the assets of
this Trust shall be made by the Trustees only to or for the benefit
of the participants in the Plan or their beneficiaries, and only at
the time, in the amount and in the manner prescribed in written
instructions of the Administrative Committee delivered by such
Committee to the Trustees.
     11.8  Instructions to Trustees.  The Trustees shall not be
obligated or required to determine whether any instructions issued
to them by the Administrative Committee are in fact so issued in
accordance with the terms of the Plan or the powers and duties
thereunder of said Committee.
     11.9  Fiduciary Insurance.  The Trustees or the Administrative
Committee shall have the right to purchase insurance on behalf of
themselves or anyone acting in a fiduciary capacity with respect to
the Plan and Trust, to cover liability or losses occurring by
reason of the act or omission of a fiduciary, if such insurance
permits recourse by the insurer against the fiduciary in the case
of a breach of a fiduciary obligation by such fiduciary.
     11.10  Accounting by Trustees.  Each year the Trustees shall
render to the Company an account of their administration of the
Trust for the year ending on the preceding 31st of December.  The
written approval of said account by the Board of Directors or the
Executive Committee of the Company shall, as to all matters and
transactions stated therein or shown thereby, be final and binding
upon all persons who are then or who may thereafter become
interested in this Plan and Trust.
     11.11  Compensation.  No Trustee shall receive any compensa-
tion for his services as such Trustee.  In the administration of
said Trust, the Trustees, if they deem it advisable, may employ an
executive director, secretary or treasurer and fix reasonable
compensation therefor, and a Trustee may act as such executive
director, secretary or treasurer and receive the compensation so
fixed.  The Trustees may in their discretion employ clerical help,
actuaries, accountants, attorneys or other necessary personal
services of a person or corporation as may be necessary to properly
administer, defend and protect the Trust, and reasonable compensa-
tion for said services may be paid by the Trustees from the Trust
in the event the Company does not elect to pay for such services.
Any taxes that may be levied against said Trust shall be paid by
the Trustees from the Trust assets after liability for said taxes,
if any, has been established, and in determining the liability for
taxes the Trustees are specifically authorized to use their own
discretion in contesting taxes claimed to be due against said
Trust, and said Trustees may employ counsel for such purposes and
pay said counsel fees from the Trust assets in the event the
Company does not elect to pay said costs and fees.
     11.12  Trustees and Vacancies.  The Trustees administering
this Trust shall at all times be Officers of the Company, and any
Trustee may at any time be removed from the office of Trustee, with
or without cause, by the Board of Directors or the Executive Com-
mittee of the Company.  The Trustees named herein shall serve as
such Trustees until their resignation, death or removal by the
Board of Directors or the Executive Committee of the Company.  When
any Trustee ceases to be an Officer of the Company, he automati-
cally ceases to be a Trustee. Resignation of a Trustee shall be by
written notice given to the Board of Directors or the Executive
Committee of the Company.  Whenever a vacancy occurs by resigna-
tion, death or removal of one (1) or more of the Trustees, the
Board of Directors or the Executive Committee shall promptly fill
said vacancy or vacancies so created by naming a successor Trustee
or successor Trustees possessing the qualifications herein
prescribed.  All successor Trustees shall have the same powers in
connection with said Trust as the initial Trustees have, and they
shall be subject to the same limitations and directions as
prescribed herein for the initial Trustees.
     11.13  Rules.  The Trustees may make proper rules for carrying
out the purposes of the Trust, and may amend said rules from time
to time.  A majority of the Trustees shall constitute a quorum, and
the action taken by a quorum shall be controlling and shall be
deemed the act of the Trustees.  The Trustees may designate any one
(1) of their number to act as chairman or presiding officer.  Any
one (1) of the Trustees shall be and is hereby authorized to affix
his signature as the signature of all the Trustees when such may be
desirable in the performance of their duties pursuant hereto.  This
Plan and Trust shall be construed and enforced according to the
Laws of the State of Missouri, and all provisions thereof shall be
administered according to the laws of such state.  Any suit at law
or in equity brought against the Trustees or the Company by any
person, firm or corporation, including the participants in the
Plan, must be first instituted in Jackson County, Missouri, which
County and State is the situs of the parties hereto and the only
jurisdiction within which this Plan and Trust is to be administered
or located.

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

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

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

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

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

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

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

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

     Beginning January 1, 1997, an employee who:

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

     (6)  For the preceding year

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

          B.   if the Company elects the application of this
               clause for the preceding year, was in the group
               consisting of the top twenty percent (20%) of the
               employees ranked on the basis of compensation paid
               during the preceding year.
Annual additions to a participant's account for a Plan year shall
be the sum for any year of the Company's contributions plus the
amount of any employee contributions plus the forfeitures.
     12.2  Reallocation.  If, but for the limitations set forth in
Paragraph 12.1, the annual additions to a participant's account for
any Plan year would exceed the limitation set forth in that Para-
graph, such annual additions shall be reduced to the extent
necessary to comply with the requirements of Paragraph 12.1.  Any
portion of the Company's contribution which must be reallocated as
a result of the requirements of Paragraph 12.1 shall be reallocated
among the accounts of the remaining active participants in the same
manner as the initial allocation was made.
     12.3  Annual Additions Reduction.  If any participant is a
participant under any other Defined Contribution Plan maintained by
the Company, the total of the annual additions to such partici-
pant's account from all such Defined Contribution Plans shall not
exceed the limitations set forth in Paragraph 12.1.  If it is
determined that as a result of the limitation set forth in the
preceding sentence, the annual additions to the participant's
account in this Plan must be reduced, such reduction shall be
accomplished in accordance with the provisions of Paragraph 12.2.
     12.4  Annual Additions Reduction.  If any participant is a
participant under a Defined Benefit Plan maintained by the Company,
the sum of the Defined Benefit Plan fraction for a Plan year and
the Defined Contribution Plan fraction for that year shall be no
greater than one (1.00).  If it is determined that the limitation
set forth in the preceding sentence has been exceeded, the
numerator of the defined benefit plan fraction shall be adjusted by
freezing or adjusting the rate of benefit authorized by the defined
benefit plan so that the sum of both fractions shall not exceed one
(1) for the respective participant.  Effective January 1, 2000,
this paragraph shall not apply.
     12.5  Retirement Plan.  As used in this Section, the words
"retirement plan" shall mean:

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

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

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

     (d)  Any individual retirement account, individual retirement
          annuity or retirement bond described in Section 408(a),
          408(b) or 409 of the Internal Revenue Code.
     12.6  Defined Contribution Plan.  As used in this Section, the
words "Defined Contribution Plan" shall mean a retirement plan
which provides for an individual account for each participant and
for benefits based solely on the amount contributed to the par-
ticipant's account and any income, expenses, gains and losses, and
any forfeitures of accounts of other participants which may be
allocated to such participant's accounts.
     12.7  Defined Benefit Plan.  As used in this Section, the
words "Defined Benefit Plan" shall mean any retirement plan which
is not a Defined Contribution Plan.
     12.8  Defined Benefit Plan Fraction.  As used in this Section,
the words "Defined Benefit Plan fraction" shall mean, for any Plan
year, a fraction,

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

     (b)  the denominator of which is the lesser of:  (i) the
          maximum dollar limit for such year (for example, ninety
          thousand dollars ($90,000.00) for 1983) times 1.25, or
          (ii) the percentage of compensation limit for such year
          times 1.4.
     12.9  Defined Contribution Plan Fraction.  As used in this
Section, the words "Defined Contribution Plan fraction" shall mean,
for any Plan year, a fraction,

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

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

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

          1.   the numerator of which is the lesser of (i) fifty-
               one thousand eight hundred seventy-five dollars
               ($51,875.00), or (ii) 1.4 multiplied by twenty-five
               per cent (25%) of the participant's compensation
               for the year ending in 1981, and
          2.   the denominator of which is the lesser of (i)
               forty-one thousand five hundred dollars
               ($41,500.00), or (ii) twenty-five per cent (25%) of
               the participant's compensation for the year ending
               in 1981.

                          ARTICLE XIII
                       General Provisions
     13.1  Expenses.  The Company shall pay all expenses incurred
in administering the Plan and managing the Trust assets.  The
Company shall not pay any brokerage fees, commissions, stock
transfer taxes and other charges and expenses in connection with
the purchase and sale of securities under the Plan, unless
specifically approved by the Executive Committee, or its designated
subcommittee.
     13.2  Source of Payment.  Benefits pursuant to the Plan shall
be payable only out of the assets of the Trust.  No person shall
have any right under the Plan with respect to the assets of the
Trust, or against any Trustee, insurance company or the Company,
except as specifically provided for herein.
     13.3  Inalienability of Benefits.  The interest hereunder of
any participant or beneficiary except as may be required by a
Qualified Domestic Relations Order defined in Section 414(p) of the
Internal Revenue Code, shall not be alienable, either by assignment
or by any other method, and to the maximum extent permissible by
law, shall not be subject to being taken, by any process whatever,
by the creditors of such participant or beneficiary.  Effective
August 5, 1997, the Plan may offset a participant's benefits under
the Plan against an amount the participant is ordered or required
to pay to the Plan described in a judgment, order, decree or
settlement agreement relating to a breach of fiduciary duty or
criminal act against the Plan as further described in Section
401(a)(13) of the Internal Revenue Code.
     13.4  No Right to Employment.  Nothing herein contained nor
any action taken under the provisions hereof shall be construed as
giving any employee the right to be retained in the employment of
the Company.
     13.5  Accrued Benefit.  The term "accrued benefit" shall mean
the value of a participant's account or accounts with respect to
all funds in this Plan.
     13.6  Uniform Administration.  Whenever in the administration
of the Plan any action is required by the Committee, such action
shall be uniform in nature as applied to all persons similarly
situated and no such action shall be taken which will discriminate
in favor of shareholders of the Company, highly compensated par-
ticipants or participants whose principal duties consist of
supervising the work of others.
     13.7  Beneficiary.  The word "beneficiary" shall be deemed to
include the estate of the participant, dependents of the partici-
pant, persons who are the natural objects of the participant's
bounty, and any person designated by the participant to share in
the benefits of the Plan and Trust after the death of the
participant.  Wherever the rights of participants are stated or
limited herein, their beneficiaries shall be bound thereby.
     13.8  Severability.  In the event that any provision of this
Plan and Trust shall be held invalid or illegal for any reason,
such determination shall not affect the remaining provisions of
this Plan, but this Plan shall be construed and enforced as if such
invalid or illegal provision had never been included in the Plan.
This Plan shall be construed in accordance with the Laws of the
State of Missouri.
     13.9  Articles.  Titles of Articles are for general
information only and this Plan shall not be construed by reference
to such titles.
     13.10  Gender.  Words used in the masculine gender shall be
read and construed to include the feminine gender.
     13.11  Plural.  Wherever required, the singular of any word in
this Plan and Trust shall include the plural and the plural may be
read in the singular.
     13.12  Disability.  The term "disability" as used in this Plan
means a physical or mental condition of a participant which results
in the receipt of benefits by such participant pursuant to the
provisions of either the Kansas City Life Disability Plan or the
Sunset Life Disability Plan.
     13.13  Compensation.  For the purposes herein, the term "com-
pensation" shall include all compensation, as defined in Regulation
1.415-2(d)(11)(i) of the Internal Revenue Code, due and payable to
an employee by the Company, including any amount not includable in
the gross income of an employee under Internal Revenue Code
Sections 125, 402(e)(3), 402(h) and 403(b).
     13.14  Initial Qualifications.  The Company reserves the right
to have all its contributions returned to it free of this Trust,
and  to terminate said Plan and Trust, if the Trust does not
initially meet the qualification requirements of the Internal
Revenue Code for an employee stock option plan.
     13.15  Company.  The term "Company" means Kansas City Life
Insurance Company, a Missouri Corporation, Sunset Life Insurance
Company of America, a Washington Corporation, and Old American
Insurance Company, a Missouri Corporation, and any other subsidiary
corporation of Kansas City Life Insurance Company required to be
treated as a single employer under Internal Revenue Code Section
414(b), (c), (m) and (o), any or all of which may sometimes be
referred to herein as affiliated corporations.
     13.16  Employee.  The term "employee" shall mean any person
employed by Kansas City Life Insurance Company or any subsidiary
corporation under the rules of common law, and shall not include
agents, general agents, consultants or other independent con-
tractors, or, effective January 1, 1989, leased employees as
defined in Section 414(n) and (o) of the Internal Revenue Code.
Effective January 1, 1997, "leased employee" shall mean any person
other than an employee of the Company who has performed services
for the Company under an agreement between the Company and a
leasing organization on a substantially full time basis for at
least one (1) year, provided such services are performed under the
primary direction or control by the Company.
     Leased employees shall not participate in this Plan.  Further-
more, a person who is not designated as an "employee" in the
Company's employment records during a particular period of time,
including a person designated as an "independent contractor", is
not to be considered to be an employee during that period of time.
Such a person shall not be considered to be an employee even if a
determination is made by the Internal Revenue Service, the Depart-
ment of Labor, or any other government agency, court, or other
tribunal, that such person is an employee for any purpose, unless
and until the Company in fact designates such person as an employee
for purposes of this Plan.  If such a designation is made, the
designation shall be applied prospectively only unless the Company
specifically provides otherwise.
     13.17  Company Stock.  The term "Company stock" shall mean
shares of the common capital stock of Kansas City Life Insurance
Company.
     13.18  Executive Committee.  Wherever in the Plan and Trust
the term "Executive Committee" is used, it shall be taken to mean
only the Executive Committee of the Board of Directors of Kansas
City Life Insurance Company.
     13.19  Board of Directors.  Wherever in the Plan and Trust the
term "Board of Directors" is used, it shall be taken to mean only
the Board of Directors of Kansas City Life Insurance Company.
     13.20  Affiliated Company Participation.  Notwithstanding any-
thing in this Agreement to the contrary, no employee of any
subsidiary or affiliated corporation of Kansas City Life Insurance
Company shall have the right to participate in this Plan unless
such Plan shall have been adopted by the corporation for which such
employee is employed.
     13.21  Direct Rollovers.  The provisions of this Paragraph
shall be effective January 1, 1993 and apply to distributions after
January 1, 1993.  Notwithstanding any provision of this Plan to the
contrary, a distributee may elect to have any portion of an
eligible rollover distribution paid directly to an eligible retire-
ment plan specified by the distributee in a direct rollover.  The
Administrative Committee may prescribe the time and manner in which
this election is made.
     As used in this Paragraph, "eligible rollover distribution",
"eligible retirement plan", "distributee" and "direct rollover"
shall mean:

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

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

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

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

     (b)  "Eligible retirement plan" is:

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

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

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

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

     (d)  "Direct rollover" is a payment by the Plan to the
          eligible retirement plan specified by the distributee.
          The Plan shall withhold twenty percent (20%) of an
          eligible rollover distribution which is not paid to an
          eligible retirement plan.
     13.22  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 accord-
ance with Code Section 414(v).

                           ARTICLE XIV
                      Top Heavy Provisions
     14.1  Compensation Limits.  With respect to compensation as
defined in this Plan, for any Top Heavy Plan year, compensation in
excess of two hundred thousand dollars ($200,000.00), or such
otheramount as the Secretary of the Treasury may designate, shall
be disregarded.  Effective January 1, 1994, one hundred fifty
thousand dollars ($150,000.00) is the maximum compensation.  This
amount will be adjusted in accordance with Internal Revenue Code
Section 401(a)(17)(B).
     14.2  Key Employee.  "Key employee" means any employee or
former employee (and his beneficiaries) who, at any time during the
Plan year or any of the preceding four (4) Plan years, is:

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

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

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

     (d)  A one percent (1%) owner of the Company having an annual
          compensation from the Company of more than one hundred
          fifty thousand dollars ($150,000.00).  "One percent (1%)
          owner" means any person who owns (or is considered as
          owning within the meaning of Code Section 318) more than
          one percent (1%) of the outstanding stock of the Company
          or stock possessing more than one percent (1%) of the
          total combined voting power of all stock of the Company.
          In determining percentage ownership hereunder, employers
          that would otherwise be aggregated under Code Sections
          414(b), (c), and (m) shall be treated as separate em-
          ployers.  However, in determining whether an individual
          has compensation of more than one hundred fifty thousand
          dollars ($150,000.00) compensation from each employer
          required to be aggregated under Code Sections 414(b),
          (c), and (m) shall be taken into account.
     14.3  Non-Key Employee.  "Non-key employee" means any employee
who is not a key employee.
     14.4  Super Top Heavy Plan.  "Super Top Heavy Plan" means, for
Plan years commencing after December 31, 1983, that, as of the
determination date, (1) the present value of accrued benefits of
key employees, or (2) the sum of the aggregate accounts of key
employees under this Plan and any Plan of the Company's aggregation
group, exceeds ninety percent (90%) of the present value of accrued
benefits or the aggregate accounts of all participants under this
Plan and any Plan of the Company's aggregation group.
     14.5  Top Heavy Plan.  "Top Heavy Plan" means, for Plan years
commencing after December 31, 1983, that, as of the determination
date, (1) the present value of accrued benefits of key employees,
or (2) the sum of the aggregate accounts of key employees under
this Plan and any Plan of the Company's aggregation group, exceeds
sixty percent (60%) of the present value of accrued benefits or the
aggregate accounts of all participants under this Plan and any Plan
of the Company's aggregation group.
     14.6  Top Heavy Plan Year.  "Top Heavy Plan Year" means any
calendar year after December 31, 1983 in which the Plan is a top
heavy plan.
     14.7  Top Heavy Plan Requirements.

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

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

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

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

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

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

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

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

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

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

     14.8  Determination of Top Heavy Status.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                              KANSAS CITY LIFE INSURANCE COMPANY



                              By:
                              Its:      Vice President



ATTEST:



By:
Its:    Assistant Secretary
 TRUSTEES