kcl10k10a.htm


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

     

     

    
                                                                                                                           
Exhibit 10(a), Form 10-K

                                                                                                                     
 Kansas City Life Insurance Company

       

    

     

     

    FIRST
AMENDMENT

     

    TO

     

    KANSAS
CITY LIFE DEFERRED COMPENSATION PLAN

     

    (2009
RESTATEMENT)

     

    THIS
FIRST AMENDMENT to the Kansas City Life Deferred Compensation Plan (2009
Restatement) ("Plan") is hereby adopted by Kansas City Life Insurance Company
("Company") to be effective September 1, 2009.

     

    WHEREAS,
under the terms of the Plan, the Company reserved the right to amend the Plan at
any time; and

     

    WHEREAS,
the Company intends to amend the Plan regarding the right of plan participants
to select the investment index for their Company Credit Account effective
September 30, 2009.

     

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

     

    Article
VI, Section 2, is hereby deleted in its entirety and a new Section 2 is
substituted to read as follows:

     

    "Company
Credit Account.  After September 30, 2009, a Participant may direct
that his/her Company Credit Account be valued in the same manner as described in
Section 1 of this Article VI.  Prior to September 30, 2009, the
following provisions shall apply to the valuation of a Participant's Company
Credit Account: A
Participant’s Company Credit Account shall be valued as if it were invested in
Company Stock beginning on the date on which treasury stock or cash is
transferred by the Company to a trust in the event the Company elects to use a
grantor (“rabbi”) trust to accumulate funds to pay the benefits set forth
herein.  The valuation of each Participant’s Company Bonus Credit
Account shall be based on the fair market value of the Company Stock on each
Valuation date.  The fair market value of the Company Stock shall be
determined based on the closing price of the Company Stock on any Valuation
date."

     

    IN
WITNESS WHEREOF, Kansas City Life Insurance Company has caused this First
Amendment to be executed by its authorized Officers and its corporate Seal to be
hereunto affixed on this 28th day of August, 2009.

     

    KANSAS
CITY LIFE INSURANCE COMPANY

    


    


    By:  /s/ William A.
Schalekamp

    Its   Senior Vice President,
General Counsel and Secretary

    Attest:

    


    By: /s/ Sherri
Morehead

    Its:
Assistant
Secretary (Corporate Seal)

    


     


    
      
         


      

      
         


        
          

        

      

      
         


      

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
 

     

                                                                                                                                                                                                                            
Exhibit 10(a), Form 10-K

                                                                                                                                                                                                                                                                   Kansas
City Life Insurance Company

     

    


    TWELFTH
AMENDMENT

     

    KANSAS
CITY LIFE

     

    DEFERRED
COMPENSATION PLAN

     

    
      


    

    


    


    The
Kansas City Life Deferred Compensation Plan (“Plan”) is hereby amended and
restated by Kansas City Life Insurance Company (“Company”) to be effective July
10, 2009.

     

    WHEREAS,
under the terms of the Plan, the Company reserved the right to amend the Plan at
any time; and

     

    WHEREAS,
the Company intends to amend the Plan in order to revise how adjustments are
made to accounts held under the Plan.

     

    NOW,
THEREFORE, the Company hereby amends and restates the Plan as
follows:

     

     

    ARTICLE
I

     

     

    


     

     

    Creation and Purpose

     

    
      	
              1.  

            	
              It
      is the intention of the Company to maintain this Plan of Deferred
      Compensation for the benefit of designated employees selected by
      management.

            


    

     

    
      	
              2.  

            	
              By
      enrolling in this Plan, an employee agrees to defer a portion of his or
      her current earnings. It is the intent of this Plan that accumulated and
      vested benefits will be paid to such Participants at the time of an event
      allowed under Code Section 409A, hereinafter referred to as a “Payment
      Event” as follows:

            


    

     

    
      	
              a.  

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

            


    

     

    
      	
              b.  

            	
              upon
      Separation from Service, or in the case of a Participant who meets the
      definition of a “Specified Employee” as defined in Code Section
      409A(a)(2)(B)(i) upon six (6) months after Separation from
      Service;

            


    

     

    
      	
              c.  

            	
              Disability;

            


    

     

    
      	
              d.  

            	
              death;

            


    

     

    
      	
              e.  

            	
              Change
      in the Ownership or Effective Control of the Company;
  or

            


    

     

    
      	
              f.  

            	
              the
      occurrence of an Unforeseeable
Emergency.

            


    

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    ARTICLE
II

     

     

    


     

     

    Definitions

     

    
      	
              (a)  

            	
              “Account”
      shall mean the notional account the Company establishes under the Plan for
      each Participant and, as applicable, means a Participant’s Elective
      Deferral Account or Company Credit
Account.

            


    

     

    
      	
              (b)  

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

            


    

     

    
      	
              (c)  

            	
              “Change
      in the Effective Control” of the Company shall occur on the date that any
      one person, or more than on person acting as a group, acquires (or has
      acquired during the  twelve (12) month period ending on the date
      of the most recent acquisition by such person or persons) ownership of
      stock of the Company possessing thirty percent (30%) or more of the total
      voting power of the stock of such corporation or the date a majority of
      members of the Company’s Board of Directors is replaced during any twelve
      (12) month period by directors whose appointment or election is not
      endorsed by a majority of the members of the Company’s Board of Directors
      before the date of the appointment or
election.

            


    

     

    
      	
              (d)  

            	
              “Change
      in the Ownership” of the Company shall occur on the date that any one
      person, or more than one person acting as a group, acquires ownership of
      stock of the Company that, together with stock held by such person or
      group, constitutes more than fifty percent (50%) of the total fair market
      value or total voting power of the stock of the
  Company.

            


    

     

    
      	
              (e)  

            	
              “Company
      Stock” shall mean shares of the common capital stock of Kansas City Life
      Insurance Company.

            


    

     

    
      	
              (f)  

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

            


    

     

    
      	
              (g)  

            	
              “Deferred
      Compensation” shall mean the amount of Salary and/or Bonus not yet earned,
      which the Participant and the Company mutually agree shall be deferred in
      accordance with the provisions of this
Plan.

            


    

     

    
      	
              (h)  

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

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    
      	
              (i)  

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

            


    

     

    
      	
              (j)  

            	
              “Normal
      Retirement” shall mean Termination from Employment with the Company
      becoming effective on or about the first day of the calendar month
      following the Participant’s attainment of age sixty-five
    (65).

            


    

     

    
      	
              (k)  

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

            


    

     

    
      	
              (l)  

            	
              “Plan
      Administrator” shall mean the Administrative Committee of the
      Plan.

            


    

     

    
      	
              (m)  

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

            


    

     

    
      	
              (n)  

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

            


    

     

    
      	
              (o)  

            	
              “Separation
      from Service” shall mean when an employee leaves the company due to Normal
      Retirement, Early Retirement, death, or otherwise has a Termination of
      Employment with the Company.

            


    

     

    
      	
              (p)  

            	
              “Termination
      of Employment” shall mean the severance of the Participant’s employment
      with the Company prior to his or her eligibility for
      retirement.

            


    

     

    
      	
              (q)  

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

            


    

     

    
      	
              (r)  

            	
              “Valuation
      Date” shall mean each business day that the New York Stock Exchange is
      open for trading, as provided in Article VI for valuing Accounts in
      the Plan.

            


    

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    ARTICLE
III

     

     

    


     

     

    Administrative
Committee

     

    
      	
              1.  

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

            


    

     

    
      	
              2.  

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

            


    

     

    
      	
              3.  

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

            


    

     

    
      	
              4.  

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

            


    

     

    
      	
              5.  

            	
              No
      member of the Committee shall receive any compensation for his or her
      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.

            


    

     

    
      	
              6.  

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

            


    

     

    
      	
              7.  

            	
              Any
      member of the Committee may resign by giving notice to the Executive
      Committee at least fifteen (15) days before the effective date of his or
      her 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.

            


    

     

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    ARTICLE
IV

     

     

    


     

     

    Participation in the Plan

     

    
      	
              1.  

            	
              Following
      his or her designation by the Company, a qualified employee may commence
      his or her participation in this Plan as of the first day of the month
      coinciding with or next following such designation, whichever first
      occurs.  He or she shall be notified of his or her eligibility
      from time to time by the Company.

            


    

     

    
      	
              2.  

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

            


    

     

    
      	
              3.  

            	
              Commencing
      December 1, 2008, on or before December 31, 2008 for the subsequent Plan
      Year beginning January 1, 2009, or in the case of a newly eligible
      Participant within thirty (30) days of becoming eligible, each Participant
      may elect to have his or her Salary or eligible Bonus reduced in an amount
      equivalent to one percent (1%) through one hundred percent (100%), and
      said amount shall be withheld by payroll deduction.  Where an
      employee has ceased being eligible to participate in the Plan (other than
      the accrual of earnings), regardless of whether all amounts deferred under
      the Plan have been paid, and subsequently becomes eligible to participate
      in the Plan again, the employee may be treated as being initially eligible
      to participate in the plan if the employee had not been eligible to
      participate in the Plan (other than the accrual of earnings) at any time
      during the twenty-four (24) month period ending on the date the employee
      again becomes eligible to participate in the Plan.  For each
      Plan Year 2009 and after, Salary and/or eligible Bonus deferral elections
      for the following Plan Year must be made by December 31st
      of the year preceding the Plan Year and shall be irrevocable for the
      entire Plan Year.  Deferral elections shall remain in effect in
      subsequent years unless terminated or modified by the Participant and are
      irrevocable during the Plan Year.  These amounts shall be the
      Participants’ Deferred Compensation.  The credits herein may
      sometimes be referred to as the Participant’s “Elective Deferral
      Account”.

            


    

     

    
      	
              4.  

            	
              The
      Participant may cancel or change his or her Salary and/or eligible Bonus
      deferral election up until the deadline for submitting his or her or
      election, by December 31st
      of the year preceding the Plan
Year.

            


    

     

    
      	
              5.  

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

            


    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    
      	
              6.  

            	
              Commencing
      by December 31, 2008 for the subsequent Plan Year beginning
      January 1, 2009, or in the case of a newly eligible Participant
      within thirty (30) days of becoming eligible, each Participant may
      determine the time and form of payment of distribution(s) on future
      credits.  Where a Participant has ceased being eligible to
      participate in the Plan (other than the accrual of earnings), regardless
      of whether all amounts deferred under the Plan have been paid, and
      subsequently becomes eligible to participate in the Plan again, the
      Participant may be treated as being initially eligible to participate in
      the Plan if the Participant had not been eligible to participate in the
      Plan (other than the accrual of earnings) at any time during the
      twenty-four (24) month period ending on the date the Participant again
      becomes eligible to participate in the Plan.  Specifically, by
      identifying which percentage of new credits to apply to each time and form
      of distribution method, the total of which must equal one hundred percent
      (100%), the Participant may select one (1), two (2) or three (3) methods
      of distribution on new credits.  The one (1), two (2) or three
      (3) methods of distribution selected by the Participant shall only be
      changed in accordance with the subsequent change rules as described
      below.  The Participant may select time and form of payment as
      follows:

            


    

     

    
      	
              a.  

            	
              Time
      of Payment

            


    

     

    
      	
              i.  

            	
              The
      Participant may select payment at Separation from Service, or the
      Participant may select payment at a specified time in a subsequent Plan
      Year.

            


    

     

    
      	
              ii.  

            	
              The
      Participant may select if he or she shall take a distribution if
      Separation from Service occurs before the specified time
      selected.

            


    

     

    
      	
              b.  

            	
              Form
      of Payment

            


    

     

    
      	
              i.  

            	
              The
      Participant may select payment in a lump sum cash distribution, or the
      Participant may select payment in cash in one of the following actuarially
      equivalent annuity forms as offered by the
  Company:

            


    

     

    
      	
              1.  

            	
              Life
      Only Annuity

            


    

     

    
      	
              2.  

            	
              Certain
      and Life Annuity

            


    

     

    
      	
              3.  

            	
              Installment
      Refund Annuity

            


    

     

    
      	
              4.  

            	
              Specified
      Period Annuity

            


    

     

    
      	
              5.  

            	
              Joint
      and Survivor Life Annuity

            


    

     

    
      	
              6.  

            	
              Joint
      and Survivor Certain and Life
Annuity

            


    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    
      	
              7.  

            	
              The
      Participant may cancel or change his or her distribution method for the
      next year’s credits and earnings up until the deadline for submitting his
      or her election, by December 31st
      of the year preceding the Plan
Year.

            


    

     

    
      	
              8.  

            	
              Percentage
      contributions to distribution methods shall remain in effect in subsequent
      years unless terminated or modified by the
  Participant.

            


    

     

    
      	
              9.  

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

            


    

     

    
      	
              10.  

            	
              If
      no alternative time or form of payment upon distribution is selected as
      allowed under this Plan, all distributions provided or pursuant to this
      Plan shall be in the form of cash in a lump sum payment at Separation from
      Service, or in the case of a Participant who meets the definition of a
      “Specified Employee” as defined in Code Section 409A(a)(2)(B)(i), upon six
      (6) months after Separation from Service.  If a 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 a beneficiary
      designation has been provided.

            


    

     

    
      	
              11.  

            	
              The
      Participant may cancel his or her deferral election due to Unforeseeable
      Emergency upon approval by the Administrative Committee.  The
      Participant may also cancel his or her deferral election where such
      cancellation occurs by the later of the end of the taxable year of the
      Participant or the 15th
      day of the third month following the date the Participant incurs a
      Disability recognized by the Administrative Committee under the terms of
      this Plan.

            


    

     

    
      	
              12.  

            	
              As
      more fully set forth in Article VI, the Company shall maintain
      hypothetical accounts reflecting the amount of Salary or eligible Bonus
      withheld from an individual pursuant to this Plan (“Elective Deferral
      Account”), and the balance in each Participant’s Elective Deferral Account
      shall be fully vested at all times.

            


    

     

    
      	
              13.  

            	
              The
      value of a Participant’s Elective Deferral Account as provided in
      Article VI shall be distributed to him or her within a period of
      ninety (90) days following his or her Payment
      Event.  Distributions to an employee identified as a Specified
      Employee may not be made before the date that is six (6) months after the
      date of Separation from Service or, if earlier, the date of
      death.

            


    

     

    
      	
              14.  

            	
              In
      the event of a distribution due to Disability, death, Unforeseeable
      Emergency or Change in Control or Effective Control of the Company, the
      Participant will receive distribution in cash in lump sum form, regardless
      of if the Payment Event of Disability, death, Unforeseeable Emergency or
      Change in Control or Effective Control occurs prior to the originally
      selected payment date and regardless of the form previously
      selected.  When a distribution is made to a Specified Employee
      due Disability, death, Unforeseeable Emergency or Change in Control or
      effective control of the Company, the payment shall not be delayed six (6)
      months.

            


    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    ARTICLE
V

     

     

    


     

     

    Company Credit
Account

     

    
      	
              1.  

            	
              The
      Company may, solely at its discretion, add additional amounts to the
      Account of designated individuals from time to time as determined by the
      Company (hereinafter referred to as a “Company Credit
      Account”).  Any such Company Credit Account shall be separate
      from a Participant’s Elective Deferral Account.  The balance in
      the Company Credit Account established for each Participant shall be
      adjusted as provided in Article VI and shall be subject to the
      vesting provisions of Article VII.  The notional value of the
      Company Credit Account for such Participant shall be distributed to him or
      her in a form of payment set forth in Article IV, section 6.b. at the time
      of his or her Payment Event.  The Participant shall not be
      entitled to shares of the Company
Stock.

            


    

     

     

    ARTICLE
VI

     

     

    


     

     

    Adjustment of
Accounts

     

    
      	
              1.  

            	
              Participant
      Elective Deferral Account.  A Participant may direct, by written
      instruction delivered to the Plan Administrator, that his/her Elective
      Deferral Account be valued as if it were invested in one or more of the
      investment funds designated by the Plan Administrator for such
      purpose.  A Participant may select one or more investment funds
      in multiples of 1% of the balance in the Elective Deferral
      Account.  An election shall be effective as soon as
      administratively possible following the date of the change and shall apply
      to new contributions and/or previous accumulations as the Participant
      specifies.

            


    

     

    Nothing
in this Plan shall obligate the Company to transfer funds to a grantor trust nor
shall anything contained herein be construed as obligating the Company to invest
in the investment funds.  The valuation of each Participant’s Elective
Deferral Account shall be based upon the performance as of each Valuation Date
of the investment funds selected by the Participant.  The fair market
value of an investment fund shall be determined by the Plan Administrator and it
shall represent the fair market value of all securities or other property held
in the respective investment fund.  A valuation summary of a
Participant’s Elective Deferral Account shall be prepared at least quarterly by
the Plan Administrator.  If any Participant fails to file a
designation he/she shall be deemed to have designated the Fund which, in the
opinion of the Plan Administrator, has the least risk of loss of
principal.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    
      	
              2.  

            	
              Company
      Credit Account.  A Participant’s Company Credit Account shall be
      valued as if it were invested in Company Stock beginning on the date on
      which treasury stock or cash is transferred by the Company to a trust in
      the event the Company elects to use a grantor (“rabbi”) trust to
      accumulate funds to pay the benefits set forth herein.  The
      valuation of each Participant’s Company Credit Account shall be based on
      the fair market value of the Company Stock on each Valuation
      date.  The fair market value of the Company Stock shall be
      determined based on the closing price of the Company Stock on any
      Valuation date.

            


    

     

    
      	
              3.  

            	
              Changes
      in Investment Allocation.  A Participant may change his or her
      hypothetical investment allocation by submitting a written request to the
      Plan Administrator on such forms as may be required by the Plan
      Administrator or by utilizing an online option to change investment
      allocations, if an online option is made available by the Plan
      Administrator.  Such changes shall become effective as soon as
      administratively feasible after the Plan Administrator receives such
      written or online request.

            


    

     

    
      	
              4.  

            	
              Valuation.  As
      of each Valuation Date, the Account of each Participant under the Plan
      shall be valued at the fair market value of the hypothetical investments
      designated for the purpose of determining income and gains or losses for
      the Account.

            


    

     

    
      	
              5.  

            	
              Funding
      Obligation of the Company.  The Company has no obligation to
      fund any benefits that shall become due under the Plan.  The
      Company has the right, but no obligation, to utilize a grantor ("rabbi")
      trust to assist with its payment obligations.  Benefits are
      payable as they become due irrespective of any actual investments the
      Company may make to meet its obligations.  Neither the Company
      nor any Trustee (in the event the Company elects to use a grantor trust to
      accumulate funds) shall be obligated to purchase or maintain any asset,
      and any reference to investment or investment funds is solely for the
      purpose of computing the value of benefits.  To the extent a
      Participant or any other person acquires a right to receive payments from
      the Company under this Plan, such right shall be no greater than the right
      of any unsecured creditor of the
Company.

            


    

     

     

    ARTICLE
VII

     

     

    


     

     

    Vesting

     

    
      	
              1.  

            	
              Commencing
      January 1, 2002, the value of a Participant’s Company Credit Account
      for his or her 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

              Employment

            	 
      	
              Percentage

              Vested

            
	 
      	 
      	 
      
	
              1

            	 
      	
              0

            
	
              2

            	 
      	
              20

            
	
              3

            	 
      	
              40

            
	
              4

            	 
      	
              60

            
	
              5

            	 
      	
              80

            
	
              6

            	 
      	
              100

            


    

    


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    
      	
              2.  

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

            


    

     

    
      	
              3.  

            	
              In
      the event a Participant shall Separate from Service with the Company or
      any of its affiliated corporations, by reason of death or Normal
      Retirement or Early Retirement as defined herein, the value of his or her
      account shall be one hundred percent (100%) vested upon the Valuation Date
      of the month in which such death or retirement occurs, and shall be
      distributed to him or her within a period of ninety (90) days after the
      Separation from Service occurs, or in the case of a Participant who meets
      the definition of a “Specified Employee” as defined in Code Section
      409A(a)(2)(B)(i) upon six (6) months after Separation from
      Service.

            


    

     

     

    ARTICLE
VIII

     

     

    


     

     

    General
Regulations

     

    
      	
              1.  

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

            


    

     

    
      	
              2.  

            	
              If
      there be no designated beneficiary living or in effect at the death of
      such Participant when any payment hereunder shall be payable to the
      beneficiary, then such payment shall be made as follows:  To
      such Participant’s spouse, 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.

            


    

     

    
      	
              3.  

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

            


    

     

    
      	
              4.  

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

            


    

     

    
      	
              5.  

            	
              The
      Company shall have the right to amend or terminate this Plan at any time;
      provided, however, that no such action shall reduce a Participant's
      Account under the Plan without such Participant's written
      consent.

            


    

     

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    ARTICLE
IX

     

     

    


     

     

    Claims
Procedure

     

    
      	
              1.  

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

            


    

     

    
      	
              2.  

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

            


    

     

    
      	
              a.  

            	
              the
      amount of benefits to which the Claimant is
  entitled;

            


    

     

    
      	
              b.  

            	
              the
      duration of such benefit;

            


    

     

    
      	
              c.  

            	
              the
      time the benefit is to commence;
and

            


    

     

    
      	
              d.  

            	
              other
      pertinent information concerning the
benefit.

            


    

     

    
      	
              3.  

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

            


    

     

    
      	
              a.  

            	
              the
      specific reason that the claim was
denied;

            


    

     

    
      	
              b.  

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

            


    

     

    
      	
              c.  

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

            


    

     

    
      	
              d.  

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

            


    

     

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

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    
      	
              4.  

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

            


    

     

    
      	
              5.  

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

            


    

     

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

     

    
      	
              a.  

            	
              the
      specific reason or reasons for the appeal
  decision;

            


    

     

    
      	
              b.  

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

            


    

     

    
      	
              c.  

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

            


    

     

    
      	
              d.  

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

            


    

     

    
      	
              e.  

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

            


    

     

    
      	
              6.  

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

            


    

     

    
      	
              a.  

            	
              an
      explanation of the circumstances requiring the
  extension;

            


    

     

    
      	
              b.  

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

            


    

     

    
      	
              c.  

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

            


    

     

    
      	
              d.  

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

            


    

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    IN
WITNESS WHEREOF, Kansas City Life Insurance Company has caused this amended
restated Plan to be executed by its duly authorized Officers and its Corporate
Seal to be hereunto affixed, effective as of July 10, 2009 on this 9th day of
July, 2009.

     

    
      	 
      	
              Kansas
      City Life Insurance Company

            
	 
      	 
      
	 
      	 
      
	 
      	
              By:

            	
              /s/
      Tracy w. Knapp

            
	 
      	
              Title:

            	
              Senior
      Vice President

            
	 
      	 
      
	
              ATTEST:

            	 
      
	 
      	 
      
	
              By:

            	
              /s/Kimberly
      K. Farrow

            	 
      	 
      
	
              Its:

            	
              Assistant
      Secretary

            	 
      	
              (Corporate
      Seal)

            
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
              Officers:

            
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
              /s/Mark
      A. Milton

            
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
              /s/Charles
      R. Duffy

            
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
              /s/William
      A. Schalekamp

            
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      


    

    


    


    
      
        
        

      

      
        13