kcl10k10b.htm


    
      
         


      

      
         


        
          

        

      

      
         


      

    


                                                                                                                                     Exhibit
10(b), Form 10-K

                                                                                                                                    
Kansas City Life Insurance Company

     

    THIRTY-SECOND
AMENDMENT

    KANSAS
CITY LIFE INSURANCE COMPANY

    SAVINGS
AND PROFIT SHARING PLAN

    


    THIS
THIRTY-SECOND AMENDMENT to the Kansas City Life Insurance Company Savings and
Profit Sharing Plan 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 Charles R. Duffy, Jr., Tracy W.
Knapp and Mark A. Milton, Successor Trustees, hereinafter referred to as the
“Trustees”.

    


    
      	
              1.  

            	
              Paragraph
      3.1 is hereby amended to read in its entirety as
  follows:

            


    

    


    “3.1  Rate of Contribution.  Commencing
January 1, 1988, each participant may elect to enter into a compensation
reduction agreement with the Company by which a contribution will be made for
the participant’s respective account in an amount equivalent to one percent (1%)
(commencing September 1, 1993), two percent (2%), three percent (3%), four
percent (4%), five percent (5%), six percent (6%), seven percent (7%), eight
percent (8%), nine percent (9%), ten percent (10%) and commencing January 1,
1998, eleven percent (11%), twelve percent (12%), thirteen percent (13%),
fourteen percent (14%) or fifteen percent (15%) and commencing January 1, 2002,
any percentage not to exceed one hundred percent (100%) of the participant’s
compensation as defined in Section 3.2(a) provided however, that no contribution
in excess of five percent (5%) and commencing January 1, 1994, six percent (6%)
and commencing January 1, 2009 eight percent (8%), shall be made for any
participant who shall be classified as a highly compensated person.  A
participant may elect to change his or her contribution percentage rate on any
day of any month by giving such notice as shall be prescribed by the
Committee.  The contribution for each participant shall be paid to the
Trustees semi-monthly and credited to the respective participant's
accounts.  The contributions herein may sometimes be referred to as
the participant's "elective account".

    


    Beginning
with years after December 31, 2001, no participant shall be permitted to have
elective contributions made under this Plan, or any other qualified plan
maintained by the Company during any taxable year, in excess of the dollar
limitations contained in Code Section 402(g), 415(d) and regulations ($15,500 in
2007) in effect for such taxable year, except for catch-up elective
contributions permitted in the following Paragraph and Code Section
414(v).

    


    Beginning
with contributions made after December 31, 2001, all employees who are eligible
to make elective contributions under this Plan and who have attained age fifty
(50) before the close of the Plan year shall be eligible to make catch-up
elective contributions in accordance with and subject to the limitations of,
Code Section 414(v).  Such catch-up elective contributions shall not
be taken into account for purposes of the provisions of the Plan implementing
the required limitations of Code Sections 402(g) and 415.  The Plan
shall not be treated as failing to satisfy the provisions of the Plan
implementing the requirements of Code Sections 401(k)(3), 401(k)(11),
401(k)(12), 410(b) or 416, as applicable, by reason of the making of such
catch-up elective contributions.”

    


    
      	
              2.  

            	
              Paragraph
      3.4 is hereby amended to read in its entirety as
  follows:

            


    

    


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

    


    
      	
               
      

            	
              (1)

            	
              Retirement,
      disability, termination of employment or death;
  or

            


    

    


    
      	
               
      

            	
              (2)

            	
              Attainment
      of age fifty-nine and one-half (59 1⁄2);
or

            


    

    


    
      	
               
      

            	
              (3)

            	
              Termination
      of the Plan without establishment of a successor Plan by the Company or an
      affiliated employer; or

            


    

    


    
      	
               
      

            	
              (4)

            	
              Proven
      financial hardship, subject to the limitations of Section
    3.5.

            


    

    


    For
distributions occurring after December 31, 2001, a participant’s elective
contributions and earnings attributable to those contributions shall be
distributed on account of the participant’s severance of
employment.  However, such a distribution shall be subject to the
other provisions of the Plan regarding distributions, other than provisions of
the Plan that require a separation from service before such amounts may be
distributed.

    


    In the
event that the dollar limitation provided for in Paragraph 3.1 is exceeded, the
Administrative Committee shall direct the Trustees to distribute such excess
amount and any income allocable to such amount, to the participant not later
than April 15th following the close of the participant's taxable
year.  Effective January 1, 2008, income allowable to excess amounts
that are returned to the participant shall not include income after the end of
the plan year for which the contribution was made.  If there is a loss
allocable to such excess amount, the distribution shall in no event be less than
the lesser of the participant's elective account or the amount of the
contribution made for such participant's elective account in the calendar year
resulting from his or her salary reduction agreement.

    


    In the
event that a participant is also a participant in another qualified cash or
deferred arrangement as defined in Code Section 401(k), a simplified employee
pension plan as defined in Code Section 408(k) or a salary reduction arrangement
within the meaning of Code Section 3121(a)(5)(d) and the elective deferrals, as
defined in Code Section 402(g)(3), made under such other arrangements and this
Plan cumulatively exceed ten thousand dollars ($10,000.00) or such amount
adjusted annually as provided in Code Section 415(d) and regulations for such
participant's taxable year, the participant may, not later than March 1st
following the close of participant’s taxable year, notify the Administrative
Committee in writing of such excess and request that his or her deferred
compensation to this Plan be reduced by an amount specified by the
participant.  Such amount shall then be distributed in the same manner
as provided in the previous Paragraph.

    


    
      	
              3.  

            	
              Paragraph
      15.33 is hereby amended to read in its entirety as
  follows:

            


    

    


    “15.33
Direct Rollovers.  The
provisions of this Paragraph shall be effective January 1, 1993 and apply to
distributions after January 1, 1993.  Notwithstanding any provision of
this Plan to the contrary, a distributee may elect to have any portion of an
eligible rollover distribution paid directly to an eligible retirement plan
specified by the distributee in a direct rollover.  The Administrative
Committee may prescribe the time and manner in which this election is
made.

    


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

    


    
      	
               
      

            	
              (a)

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

            


    

    


    
      	
               
      

            	
                (i)

            	
              Any
      distribution that is one of a series of substantially equal periodic
      payments (not less frequently than annually) made for the life (or life
      expectancy) of the distributee or the joint lives (or joint life
      expectancies) 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)

            	
              Beginning
      January 1, 1999, any hardship distribution described in Code Section
      401(k)(2)(B)(i)(IV) received after December 31, 1998 and, beginning
      January 1, 2002, any amount distributed on account of hardship;
      or

            


    

    


    
      	
               
      

            	
               (iv)

            	
              The
      portion of any distribution that is not includable in gross income
      (determined without regard to the exclusion for net unrealized
      appreciation with respect to employer securities.  However,
      beginning January 1, 2002, a portion of the distribution shall not fail to
      be an eligible rollover distribution merely because the portion consists
      of after tax employee contributions which are not includable in gross
      income.  Such portion may be transferred only to an individual
      retirement account described in Code Section 408(a) or an individual
      retirement annuity described in Code Section 408(b) or to a qualified
      trust described in Code Section 401(a) or to an annuity contract described
      in Code Section 403(b) and such trust or contract provides for separate
      accounting for amounts so transferred and earnings thereon, including
      separately accounting for the portion of the distribution which is
      includable in gross income and the portion of the distribution which is
      not so includable.

            


    

    


    
      	
               
      

            	
              (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 and,
      beginning January 1, 2007, a non-spouse beneficiary, eligible retirement
      plan shall mean only the items in (i)
above.

            


    

    


    
      	
               
      

            	
               (iv)

            	
              Beginning
      January 1, 2002, an annuity contract described in Code Section 403(b) and
      an eligible plan described in Code Section 457(b) which is maintained by a
      state, political subdivision of a state, or any agency or instrumentality
      of a state or political subdivision of a state and which agrees to
      separately account for amounts transferred into such plan from this
      Plan.

            


    

    


    
      	
               
      

            	
              (v)

            	
              Beginning
      January 1, 2006, if any portion of an eligible rollover distribution is
      attributable to payment or distributions from a designated Roth account as
      defined in Code Section 402A, an eligible retirement plan with respect to
      such portion shall include only another designated Roth account and an
      IRA.

            


    

    


    
      	
               
      

            	
              (c)

            	
              "Distributee"
      shall include an employee or former employee.  An employee's or
      former employee's surviving spouse and the employee's or former employee's
      spouse or former spouse who is an alternate payee under a qualified
      domestic relations order (defined in Code Section 414(p)) are distributees
      with regard to the interest of the spouse or former
      spouse.  Beginning January 1, 2010, a “Distributee” shall also
      include a designated beneficiary as defined by Code Section 401(a)(9)(E)
      of the employee and who is not the surviving spouse of the
      employee.

            


    

    


    
      	
               
      

            	
              (d)

            	
              "Direct
      rollover" is a payment by the Plan to the eligible retirement plan
      specified by the distributee.

            


    

    


    
      	
               
      

            	
              The
      value of a participant’s accounts in the Kansas City Life Stock Investment
      option attributable to the participant’s elective contributions and the
      Company’s matching contributions and profit sharing contributions may at
      the option of the participant, be distributed in the form of Company stock
      as provided in Paragraph 10.4.”

            


    

    


    


    IN
WITNESS WHEREOF, the Company has caused this THIRTY-SECOND AMENDMENT to be
executed by its authorized Officers and its Corporate Seal to be hereunto
affixed and the Trustees have executed this Trust, all on the 30th day
of  December,
2009.

    


    KANSAS
CITY LIFE INSURANCE COMPANY

    


    


    


    By:    /s/
William A. Schalekamp

    Its:       Vice
President

    


    


    


    ATTEST:

    


    


    


    By:  /s/ Sherri
Morehead

    Its:    Assistant
Secretary

    


    


    


    /s/ Charles R.
Duffy

    


    


    


    /s/ Mark A.
Milton

    


    


    


    /s/ Tracy W.
Knapp

                  TRUSTEES

     
 

    


    


    


    



    
      
         


      

      
         


        
          

        

      

      
         


      

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


                                                                                                         
Exhibit 10(b), Form 10-K

                                                                                                                                        
 Kansas City Life Insurance Company

    


    


    


    


    


    


    


    


    THIRTY-FIRST
AMENDMENT

    


    KANSAS
CITY LIFE INSURANCE COMPANY

    SAVINGS
AND PROFIT SHARING PLAN


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    TABLE OF
CONTENTS

     

    ARTICLE
I:  CREATION AND PURPOSE OF TRUST 5

     

    1.1  Name 5

    1.2  Purpose 5

    1.3  Exclusive Benefit of Employees. 5

     

    ARTICLE
II:  QUALIFICATION AND ELIGIBILITY 6

     

    2.1  Qualification 6

    2.2  Eligibility
Date 6

    2.3  Enrollment
Communication 7

    2.4  Election
to Participate 7

    2.5  Failure to Elect 7

    2.6  Participation and Service on Reemployment 7

     

    ARTICLE
III:  MEMBER CONTRIBUTIONS 9

     

    3.1  Rate of Contribution 9

    3.2  Salary or Compensation Defined 10

    3.3  Suspension of Contributions 11

    3.4  Distribution Conditions 11

    3.5  Withdrawal, Financial Hardship 12

    3.6  Compensation Reduction Limitations 13

    3.7  Deferral Percentage Test 14

    3.8  Actual Contribution Percentage (ACP) Test 15

    3.9  Combined Deferral Plans 16

    3.10  Rollover
Contributions 16

     

    ARTICLE
IV:  PROFIT SHARING AND MATCHING COMPANY
CONTRIBUTIONS 17

     

    4.1  Rate of Matching
Company Contribution 17

    4.2  Discretionary
Profit Sharing Contribution 18

    4.3  Form of Payment 19

     

    ARTICLE
V:  INVESTMENT OF CONTRIBUTIONS 19

     

    5.1  Investment of Funds 19

    5.2  Voting of Shares 19

    5.3  Tender Offer 20

     

    ARTICLE
VI:  ALLOCATION TO AND EVALUATION OF PARTICIPANTS
ACCOUNTS 21

     

    6.1  Investment
Funds 21

    6.2  Participants' Accounts 21

    6.3  Selected Investments 21

    6.4  Investment Changes 22

    6.5  Investment
in Kansas City Life Stock Investment Option. 23

    6.6  Dividend Reinvestment 23

     

    ARTICLE
VII:  ALLOCATION OF FIDUCIARY RESPONSIBILITY 23

     

    7.1  Fiduciaries 24

    7.2  Administration 24

    7.3  Trustees 24

    7.4  Duties 24


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    ARTICLE
VIII:  Vesting 24

    8.1  Vesting of Company Contributions 24

    8.2  Vesting
of Company Contributions upon Termination of Plan 25

     

    ARTICLE
IX:  ACCOUNT WITHDRAWALS 26

     

    9.1  Optional Withdrawals 26

    9.2  Withdrawals for Financial Need 26

    9.3  Time and Method of Payment 26

    9.4  Elective Account Loans 26

     

    ARTICLE
X:  DISTRIBUTIONS 27

     

    10.1  Distribution of Full Value of Accounts 27

    10.2  Termination 27

    10.3  Method of Distribution 28

    10.4  Commencement of Distribution 28

    10.5  Valuation 29

    10.6  Facility of Payment 29

    10.7  Beneficial Designation 29

    10.8  Fractional Shares 29

     

    ARTICLE
XI:  APPLICATION OF FORFEITURES 30

     

     

    ARTICLE
XII:  ADMINISTRATIVE COMMITTEE 30

     

    12.1  Membership 30

    12.7  Claims Procedure 31

     

    ARTICLE
XIII:  AMENDMENT AND TERMINATION 31

     

    13.1  Amendment 31

    13.2  Termination 32

    13.3  Merger 32

     

    ARTICLE
XIV:  THE TRUST 32

     

    14.1  Number of Trustees 32

    14.2  Trustees shall Receive Sums Paid 32

    14.3  Investment of Funds 32

    14.4  Approval of Investments 34

    14.5  Cash Reserve 34

    14.6  Disbursement of Funds 34

    14.7  Instructions to Trustees 34

    14.9  Accounting by Trustees 35

    14.10  Compensation 35

    14.11  Trustees and Vacancies 35

    14.12  Rules 35

     

    ARTICLE
XV:  GENERAL PROVISIONS 36

     

    15.1  Expenses 36

    15.2  Source of Payment 36

    15.3  Inalienability of Benefits 36

    15.4  No Right to Employment 36

    15.5  Unknown Heirs 36

    15.6  Accrued Benefit 37


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    15.7  Uniform Administration 37

    15.8  Beneficiary 37

    15.9  Severability 37

    15.10  Articles 37

    15.11  Gender 37

    15.12  Plural 37

    15.13  Disability 37

    15.14  Retirement Dates 37

    15.15  Initial Qualification 38

    15.16  Company 38

    15.17  Employee 39

    15.18  Agents 39

    15.19  Company Stock 39

    15.20  Executive Committee 39

    15.21  Board of Directors 39

    15.22  Maximum Limitation 39

    15.23  Annual Additions 40

    15.24  Annual Additions Reduction 40

    15.25  Annual Additions Reduction 41

    15.26  Retirement Plan 41

    15.27  Defined Contribution Plan 41

    15.28  Defined Benefit Plan 41

    15.29  Defined Benefit Plan Fraction 41

    15.30  Defined Contribution Plan Fraction 42

    15.31  Affiliated Company Participation 43

    15.32  Highly Compensated Person 43

    15.33  Direct Rollovers 45

    15.34  Participants
who Enter Armed Forces 46

    15.35  Contribution
Under Mistake of Fact 46

    15.36  Contributions
Conditioned on Deductibility 47

     

    ARTICLE XVI:  TOP
HEAVY PROVISIONS 48

     

    16.1  Compensation Limits 48

    16.2  Key Employee 48

    16.3  Non-Key Employee 49

    16.4  Super Top Heavy Plan 49

    16.5  Top Heavy Plan 49

    16.6  Top Heavy Plan Year 49

    16.7  Top Heavy Plan Requirements 49

    16.8  Determination of Top Heavy Status 50

    16.9  Modification
of Top Heavy Rules 53

     
 


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    KANSAS
CITY LIFE INSURANCE COMPANY

    SAVINGS
AND PROFIT SHARING PLAN

    


    


    THIS
THIRTY-FIRST AMENDMENT, comprising the restated Kansas City Life Insurance
Company Savings and Profit Sharing Plan, except as otherwise specifically stated
in the Plan, is effective the lst day of January, 2009, 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 Charles R. Duffy, Jr., Tracy W. Knapp and Mark A. Milton,
Successor Trustees, hereinafter referred to as the "Trustees".

    


    


    


    ARTICLE
I

    


    Creation and Purpose of Trust

    


    
      	
              1.1  

            	
              Name.  The
      Company hereby creates this Plan and Trust to be known as the "Kansas City
      Life Insurance Company Savings and Profit Sharing Plan" (formerly the
      Kansas City Life Insurance Company Savings and Investment Plan),
      hereinafter sometimes referred to as the "Plan" or
  "Trust".

            


    

    


    
      	
              1.2  

            	
              Purpose  It
      is the purpose of this Plan to recognize the contributions of its
      employees to the successful operation of the Company and to reward such
      contributions by providing certain savings and investment and profit
      sharing benefits for those who become participants under the Plan, and for
      their beneficiaries.

            


    

    


    
      	
              1.3  

            	
              Exclusive Benefit of Employees  This
      Agreement has been made, and this Plan and Trust created, for the
      exclusive benefit of the Company's employees and their
      beneficiaries.  The terms of this Plan are intended to comply
      with the provisions of Sections 401(a), 501(a) and 401(k) of the Internal
      Revenue Code of 1986 as amended from time to time, and Treasury Department
      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 construed as giving any employee the right to
      remain with the Company or in the Company's
  employment.

            


    

    


    


    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    ARTICLE II

    


    Qualification and Eligibility

    


    
      	
              2.1  

            	
              Qualification  The
      requirements of qualification for employees are set forth
      hereinafter.

            


    

    


    
      	
              (a)  

            	
              Employees.  Beginning
      February 1, 2002, each present and future employee shall be qualified to
      enter into a compensation reduction agreement under Paragraph 3.1 at the
      time specified in Paragraph 2.2 following the later of the employee’s date
      of hire or attaining the age of twenty-one (21)
  years.

            


    

    


    
      	
              (b)  

            	
              Each
      present and future employee shall be qualified to receive a matching
      Company contribution as specified in Paragraph 4.1 and a discretionary
      profit sharing contribution as specified in Paragraph 4.2 of this Plan
      following the later of the employee’s date of hire or attaining the age of
      twenty-one (21) years.

            


    

    


    
      	
              (c)  

            	
              With
      respect to this Plan,

            


    

    


    
      	
              1.  

            	
              Except
      for periods of service that are disregarded as described in Paragraph 2.6,
      an employee will receive credit for service for the aggregate of all time
      periods (regardless of an employee’s actual hours of service) commencing
      with the employee’s employment commencement date, or with the employee’s
      reemployment commencement date, and ending on the date a break in service
      begins. An employee’s employment commencement date or the employee’s
      reemployment commencement date begins on the first day the employee
      performs an hour of service following employment or
      reemployment.  An employee who is reemployed will be credited
      with service for any period of severance of less than twelve (12)
      consecutive months.  Any fractional periods of service will be
      expressed in days.

            


    

    


    
      	
              2.  

            	
              A
      break in service is a period of severance of at least twelve (12)
      consecutive months.  A period of severance is a continuous
      period of time during which the employee is not employed by the
      Company.  The continuous period begins on the date the employee
      retires, quits, is discharged, or dies, or if earlier, the first twelve
      (12) month anniversary of the date on which the employee is absent from
      service for any other reason (including disability, vacation, leave of
      absence, layoff, etc.)  In case of an employee who is absent
      from work for maternity or paternity reasons, the twelve (12) consecutive
      month period beginning on the first anniversary of the first date the
      employee is otherwise absent from service does not constitute a break in
      service.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    
      	
              2.2  

            	
              Eligibility
      Date.  Except as provided in the next sentence, any
      employee of the Company who becomes qualified after the effective date of
      this Agreement, shall be eligible to become a participant as of the day of
      the employee's qualification.  Any employee of Old American
      Insurance Company shall be eligible to become a participant no earlier
      than November 1, 1992 and in accordance with the terms of the Adoption
      Agreement dated December 19, 1991.

            


    

    


    
      	
              2.3  

            	
              Enrollment
      Communication.  The Company shall inform each new
      employee when hired of the Plan and shall provide them with enrollment
      information if eligible.  If not eligible on the date of
      employment, the employee will be notified when the eligibility
      requirements of Paragraph 2.1 are
attained.

            


    

    


    
      	
              2.4  

            	
              Election to Participate.  Except
      as provided in Paragraph 4.2, any eligible employee who desires to become
      a participant must complete the required enrollment
      process.  After January 1, 2008, all eligible employees will be
      automatically enrolled with a default rate of contribution of three
      percent (3%).  During such enrollment process, the employee
      shall agree to be bound by the terms of this Plan and Trust and of all
      amendments hereafter adopted with the same force and effect as if the
      employee had executed this Plan and Trust and shall set forth such
      reasonable information as may be required to effect participation and
      maintain the qualified status of this Plan and
  Trust.

            


    

    


    
      	
              2.5  

            	
              Failure to Elect.  Any
      employee who fails to elect to become a participant at the time of first
      becoming eligible or, after January 1, 2008, opts out of automatic
      enrollment, may elect to commence participation on any other business day
      of any month provided the employee shall then be
  eligible.

            


    

    


    
      	
              2.6  

            	
              Participation and Service on Reemployment.  Subject
      to the provisions of this Plan, active participation in the Plan by an
      employee shall cease upon termination of employment with the
      Company.  Upon an employee's termination on or after January 1,
      1976, any twelve (12) month employment period during which the employee
      completes less than five hundred one (501) hours of employment or work due
      to a termination shall constitute a one (1) year break in
      service.  Beginning December 1, 2006, a break in service shall
      be as defined in Paragraph 2.1.

            


    

    


    Upon the
reemployment by the Company of any person whose participation has been
terminated from January 1, 1976 through December 31, 1984, the following rule
shall apply in determining the person’s participation and vesting in the
Plan:

    


    
      	
               
      

            	
              (a)

            	
              Participation - before a break in service:  If
      the employee is rehired before a one (1) year break in service, the
      employee shall be eligible to participate in the plan as soon as
      administratively feasible following the date of the employee’s
      reemployment if otherwise
qualified.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


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

    


    
      	
              (b)  

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

            


    

    


    For other persons:  In
the case of a reemployed employee who was not a participant in the Plan during
the prior period of employment or in the case of a participant who was not
vested when the prior period of employment terminated, any service attributable
to the prior period of employment shall be restored only if the number of
consecutive years of the person’s break in service was less than the aggregate
number of years of prebreak service.

    


    Upon the
reemployment by the Company of any person who has been terminated on or after
January 1, 1985, the following rules shall apply in determining the person’s
participation and vesting in the Plan:

    


    
      	
               
      

            	
              (c)

            	
              Participation - before a
      five (5) year break in service: If the employee is
      rehired before the number of one (1) year breaks in service equals or
      exceeds the greater of five (5) consecutive years of service or the
      aggregate number of years of service earned before the consecutive breaks
      in service, the employee shall be eligible to participate in the plan as
      soon as administratively feasible immediately following the date of
      reemployment if otherwise qualified.  This rule of parity will
      apply to employees who had no vested interest on separation of
      employment.

            


    

    


    After a five (5)
year break in service:  If an employee is
rehired and does not qualify for participation or vesting under the rule in the
above Paragraph, the employee shall be eligible to participate in the Plan upon
completion of the requirements set forth in Paragraph 2.1 herein.

    


    
      	
               
      

            	
              (d)

            	
              Service - for vested participants:  In
      the case of a person who was fully or partially vested in the Company
      contribution account when the prior period of employment terminated, any
      service attributable to prior period of employment shall be reinstated as
      of the date of reemployment and the person shall participate immediately
      and also be vested in accordance with prior years of
    service.

            


    

    


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


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    years of
service or the aggregate number of years of service earned before the
consecutive breaks in service.

    


    Sunset Life and Old American Insurance Company:  If
an employee's employment with either Kansas City Life Insurance Company, Sunset
Life Insurance Company of America, Old American Insurance Company or any other
affiliated corporation of Kansas City Life Insurance Company, shall be
terminated and the person is subsequently employed by any other of the
affiliated corporations, the employee’s employment shall be treated as if under
one (1) employer for the purpose of this Plan.

    


    


    ARTICLE III

    


    Member Contributions

    


    
      	
              3.1  

            	
              Rate of Contribution.  Commencing
      January 1, 1988, each participant may elect to enter into a compensation
      reduction agreement with the Company by which a contribution will be made
      for the participant’s respective account in an amount equivalent to one
      percent (1%) (commencing September 1, 1993), two percent (2%), three
      percent (3%), four percent (4%), five percent (5%), six percent (6%),
      seven percent (7%), eight percent (8%), nine percent (9%), ten percent
      (10%) and commencing January 1, 1998, eleven percent (11%), twelve percent
      (12%), thirteen percent (13%), fourteen percent (14%) or fifteen percent
      (15%) and commencing January 1, 2002, any percentage not to exceed one
      hundred percent (100%) of the participant’s compensation as defined in
      Section 3.2(a) provided however, that no contribution in excess of five
      percent (5%) and commencing January 1, 1994, six percent (6%), shall be
      made for any participant who shall be classified as a highly compensated
      person. A participant may elect to change his or her contribution
      percentage rate on any day of any month by giving such notice as shall be
      prescribed by the Committee.  The contribution for each
      participant shall be paid to the Trustees semi-monthly and credited to the
      respective participant's accounts.  The contributions herein may
      sometimes be referred to as the participant's
      "elective account".

            


    

    


    Beginning
with years after December 31, 2001, no participant shall be permitted to have
elective contributions made under this Plan, or any other qualified plan
maintained by the Company during any taxable year, in excess of the dollar
limitations contained in Code Section 402(g), 415(d) and regulations ($15,500 in
2007) in effect for such taxable year, except for catch-up elective
contributions permitted in the following Paragraph and Code Section
414(v).

    


    Beginning
with contributions made after December 31, 2001, all employees who are eligible
to make elective contributions under this Plan and who have attained age fifty
(50) before the close of the Plan year shall be eligible to make catch-up
elective contributions in accordance with and subject to the limitations of,
Code Section 414(v).  Such catch-up elective contributions shall not
be taken into account for purposes of the provisions of the Plan implementing
the required limitations of Code Sections 402(g) and 415.  The Plan
shall not


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    be
treated as failing to satisfy the provisions of the Plan implementing the
requirements of Code Sections 401(k)(3), 401(k)(11), 401(k)(12), 410(b) or 416,
as applicable, by reason of the making of such catch-up elective
contributions.

    


    
      	
              3.2  

            	
              Salary or Compensation Defined.

            


    

    


    
      	
               
      

            	
              (a)

            	
              For
      the purposes of Paragraph 3.1 herein and with respect to employees of the
      Company, the term "salary" or "compensation", includes only the fixed
      amounts, hourly, weekly, semi-monthly or monthly, due and payable to the
      employees of the Company, not reduced by any salary reductions, but not to
      exceed, commencing January 1, 2002, two hundred thousand dollars
      ($200,000.00) for each calendar year and does not include any bonuses,
      overtime, pay in lieu of vacation, pay while on layoff, severance pay or
      other extraordinary payments by the
Company.

            


    

    


    
      	
               
      

            	
              (b)

            	
              The
      two hundred thousand dollar ($200,000.00) amount shall be adjusted at the
      same time and in such manner in accordance with Code Section
      401(a)(17).  For all other purposes of this Plan, prior to
      January 1, 2008 compensation shall be defined by the provisions of
      Internal Revenue Code Regulation 1.415-2(d)(11)(i) and shall also include
      any amount not includable in the gross income of an employee under Code
      Sections 125, 132(f)(4), 402(e)(3), 402(h) and
      403(b).  Beginning on January 1, 2008, compensation shall be
      defined by the provisions of Internal Revenue Code Regulation
      1.415(c)-2(d)(4), as modified by the default rules of Internal Revenue
      Code Regulation 1.415(c)-2(e).

            


    

    


    
      	
               
      

            	
              (c)

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

            


    

    


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

    


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

    


    
      	
              3.3  

            	
              Suspension of Contributions.  A
      participant may suspend his or her compensation reduction agreement on any
      day of any month by giving such notice as shall be prescribed by the
      Committee and no contribution

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    shall be
made during such suspension period.  Such suspension may last
indefinitely.  The participant may resume his or her compensation
reduction agreement on any day of any month providing the participant shall then
be eligible to participate, by giving such notice as shall be
prescribed.

    


    
      	
              3.4  

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

            


    

    


    
      	
               
      

            	
              (1)

            	
              Retirement,
      disability, termination of employment or death;
  or

            


    

    


    
      	
               
      

            	
              (2)

            	
              Attainment
      of age fifty-nine and one-half (59 1⁄2);
or

            


    

    


    
      	
               
      

            	
              (3)

            	
              Termination
      of the Plan without establishment of a successor Plan by the Company or an
      affiliated employer; or

            


    

    


    
      	
               
      

            	
              (4)

            	
              Proven
      financial hardship, subject to the limitations of Section
    3.5.

            


    

    


    For
distributions occurring after December 31, 2001, a participant’s elective
contributions and earnings attributable to those contributions shall be
distributed on account of the participant’s severance of
employment.  However, such a distribution shall be subject to the
other provisions of the Plan regarding distributions, other than provisions of
the Plan that require a separation from service before such amounts may be
distributed.

    


    In the
event that the dollar limitation provided for in Paragraph 3.1 is exceeded, the
Administrative Committee shall direct the Trustees to distribute such excess
amount and any income allocable to such amount, to the participant not later
than April 15th following the close of the participant's taxable
year.  If there is a loss allocable to such excess amount, the
distribution shall in no event be less than the lesser of the participant's
elective account or the amount of the contribution made for such participant's
elective account in the calendar year resulting from his or her salary reduction
agreement.

    


    In the
event that a participant is also a participant in another qualified cash or
deferred arrangement as defined in Code Section 401(k), a simplified employee
pension plan as defined in Code Section 408(k) or a salary reduction arrangement
within the meaning of Code Section 3121(a)(5)(d) and the elective deferrals, as
defined in Code Section 402(g)(3), made under such other arrangements and this
Plan cumulatively exceed ten thousand dollars ($10,000.00) or such amount
adjusted annually as provided in Code Section 415(d) and regulations for such
participant's taxable year, the participant may, not later than March 1st
following the close of participant’s taxable year, notify the Administrative
Committee in writing of such excess and request that his or her deferred
compensation to this Plan be reduced by an amount specified by the
participant.  Such amount shall then be distributed in the same manner
as provided in the previous Paragraph.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              3.5  

            	
              Withdrawal, Financial Hardship.  A
      participant may request a distribution due to financial
      hardship.  Commencing January 1, 1988, such distribution shall
      be limited solely to the participant's deferred compensation without
      regard to any earnings on such deferred
      compensation.  Withdrawal under this section shall only be
      authorized in the event of financial hardship if the distribution is made
      on account of an immediate and heavy financial need and it is necessary to
      satisfy the financial need.  For purposes of this Paragraph, a
      distribution will be deemed to be on account of an immediate and heavy
      financial need if the distribution is for expenses for (or necessary to
      obtain) medical care that would be deductible under IRC Section 213 (d)
      (determined without regard to whether the expenses exceed 7.5% of adjusted
      gross income); costs directly related to the purchase of a principal
      residence for the participant (excluding mortgage payments); payment of
      tuition, related educational fees and room and board expenses, for up to
      the next twelve (12) months of post-secondary education for the
      participant, or the participant’s spouse, children or dependents (as
      defined in IRC Section 152 and for taxable years beginning on or after
      January 1, 2005, without regard to IRC Section 152 (d)(1)(B)) payments
      necessary to prevent the eviction of the participant from the
      participant’s principal residence or foreclosure on the mortgage on that
      residence; payments for burial or funeral expenses for the participant’s
      deceased parent, spouse, children or dependents (as defined in IRC Section
      152 and, for taxable years beginning on or after January 1, 2005, without
      regard to IRC Section 152(d)(1)(B)); or expenses for the repair of damage
      to the participant’s principal residence that would qualify for the
      casualty deduction under IRC Section 165 (determined without regard to
      whether the loss exceeds 10% of adjusted gross
  income).

            


    

    


    A
distribution will be treated as necessary to satisfy an immediate and heavy
financial need only to the extent that the distribution amount is not in excess
of the amount required to satisfy the financial need.  This amount may
include any amounts necessary to pay any federal, state or local income taxes or
penalties reasonably anticipated to result from the distribution.  In
addition, the participant must obtain all other currently available
distributions (including distributions of ESOP dividends under IRC Section
404(k), but not hardship distributions) and nontaxable loans under the Plan and
all other plans maintained by the Company.  A participant who receives
a distribution from his or her elective account under the terms of this
Paragraph shall be prohibited from making contributions to his elective account
for six (6) months after receipt of the distribution.  Withdrawals
pursuant to this Paragraph may not be made by an individual who is an alternate
payee under a Qualified Domestic Relations Order and for whom an account is
being separately maintained, nor shall withdrawals pursuant to this Paragraph be
made by a former employee who was a participant and who has not withdrawn all
the value of his or her elective account pursuant to Paragraph
10.4.

    


    The
Company and the Administrative Committee shall adopt procedures necessary to
implement the compensation reduction elections provided for herein.

    


    
      	
              3.6  

            	
              Compensation Reduction Limitations.  To
      ensure continued qualification of the Plan, a test sometimes referred to
      as the "actual deferral percentage test" must be met for each Plan
      year.  In order to meet the ADP test, it may be necessary to
      adjust contributions made by the Company resulting from the compensation
      reduction agreements entered into by certain of the
      participants.

            


    

    


    In the
event that the contribution ratios of the Plan do not satisfy the test, the
Administrative Committee shall adjust the contributions resulting from the
compensation reduction agreements as follows effective January 1,
1997:

    


    
      	
               
      

            	
              (a)

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

            


    

    


    
      	
               
      

            	
                (i)

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

            


    

    


    
      	
               
      

            	
               (ii)

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

            


    

    


    
      	
               
      

            	
              (iii)

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

            


    

    


    
      	
               
      

            	
               (iv)

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

            


    

    


    
      	
               
      

            	
              (b)

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

            


    

    January
1, 2008, gap period income will not be included in ADP test
corrections.

    


    
      	
              3.7  

            	
              Deferral Percentage Test.

            


    

    


    
      	
               
      

            	
              (a)

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

            


    

    


    
      	
               
      

            	
              1.

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

            


    

    


    
      	
               
      

            	
              2.

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

            


    

    


    
      	
               
      

            	
              (b)

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

            


    

    


    
      	
              (c)  

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

            


    

    


    
      	
              3.8  

            	
              Actual Contribution Percentage (ACP) Test.  In
      addition to the "actual deferred percentage test" referred to in Paragraph
      3.6 above, the Plan must comply with the "actual contribution percentage
      test" required by Section 401(m)(1) and (2) of the Internal Revenue
      Code.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Effective
January 1, 1997, the actual contribution percentage for eligible highly
compensated employees for the Plan year shall bear a relationship to the actual
contribution percentage for all other employees for the preceding Plan year
which meets either of the tests similar to those stated in Paragraph
3.7(a).  Rather than stating the test in this Plan, the test is
adopted by incorporating by reference herein the provisions of said Section
401(m)(1) and (2) and the regulations issued thereunder by the Internal Revenue
Service.

    


    
      	
               
      

            	
              (a)

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

            


    

    


    
      	
               
      

            	
              (b)

            	
              For
      purposes of this Paragraph, income means the income or loss allocable to
      excess aggregate contributions which shall equal the sum of the allocable
      gain or loss for the Plan year and the allocable gain or loss for the
      period between the end of the Plan year and the date of distribution (gap
      period).  The income or loss allocable to excess aggregate
      contributions for the Plan year and gap period is calculated separately by
      multiplying the income or loss allocable to matching contributions by a
      fraction.  The numerator of the fraction is the amount of excess
      aggregate contributions made on behalf of the employee for the Plan year
      or gap period.  The denominator is the total account balance of
      the employee attributable to matching contributions as of the end of the
      Plan year or gap period reduced by the gain allocable to such total amount
      for the Plan year or gap period and increased by the loss allocable to
      such total amount for the Plan year or gap period.  Effective
      January 1, 2008, gap period income will not be included in ACP test
      corrections.

            


    

    


    
      	
               
      

            	
              (c)

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

            


    

    


    
      	
               
      

            	
              (d)

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

            


    

    


    
      	
               
      

            	
              (e)

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

            


    

    


    
      	
              3.9  

            	
              Combined Deferral Plans.  For
      the purposes of this Plan, a highly compensated participant and nonhighly
      compensated participant shall include any employee eligible to participate
      in this Plan whether or not such participation was elected or any eligible
      employee whose participation has been suspended pursuant to Paragraphs 3.3
      or 3.5.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    


    For the
purposes of this Plan, if two (2) or more plans which include cash or deferred
arrangements are considered one (1) plan for the purposes of Internal Revenue
Code Section 401(a)(4) or Section 410(b), the cash or deferred arrangements
included in such plan shall be treated as one (1) arrangement.

    


    For the
purposes of this Plan, if a highly compensated participant is a participant
under two (2) or more qualified cash or deferred arrangements of the Company or
an affiliated Company, all such cash or deferred arrangements shall be treated
as one (1) cash or deferred arrangement for the purpose of determining the
deferral percentage with respect to such highly compensated
participant.

    


    Notwithstanding
the above, the determination and treatment of elective contributions and "actual
deferral percentage" of any participant shall satisfy such other requirements as
may be prescribed by the Secretary of the Treasury.

    


    
      	
              3.10  

            	
              Rollover
      Contributions.

            


    

    


    
      	
               
      

            	
              (a)

            	
              Rollover
      of distribution from qualified plan.  Effective January 1, 1998,
      an employee of the Company may, in accordance with procedures approved by
      the Administrative Committee, contribute to the Plan, as a rollover
      contribution, part or all of a cash distribution or cash proceeds from a
      sale of property included in a distribution, that qualifies as an
      "eligible rollover distribution", within the meaning of Code Section
      402(c)(4) [excluding, beginning January 1, 2002, any after tax employee
      contributions], from a plan qualified under Code Section 401(a) in which
      the employee was a participant, provided, however, that such amount shall
      be paid to the Trustees on or before the sixtieth (60th) day after receipt
      by the employee of the distribution from the other qualified
      plan.  An employee shall be entitled to make such a rollover
      contribution regardless of whether the employee has satisfied the
      qualification requirements of Paragraph
2.1.

            


    

    


    Alternatively,
the Trustee may receive such contribution in a direct rollover from another plan
qualified under Code Section 401(a) in which the employee was a
participant.

    


    An
employee shall not be permitted to make a rollover contribution of any amount
that is or has been in an individual retirement account or an individual
retirement annuity, as defined in Code Section 408, unless such amount
originated in a plan qualified under Code Section 401(a) in which the employee
was a participant.

    


    An
employee shall be permitted to make a rollover contribution of any amount to
this Plan from, and the Trustee may receive a direct rollover to this Plan of
any amount from, an annuity contract or custodial account described in Code
Section 403(b) or an eligible plan under Code Section 457(b) which is maintained
by a state, political


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    subdivision
of a state or any agency or instrumentality of a state or political subdivision
of a state.

    


    
      	
               
      

            	
              (b)

            	
              Accounting
      for and distribution of contributions.  All amounts received as
      rollover contributions pursuant to Paragraph A of this section shall be
      credited to a separate rollover account.  They shall be invested
      in the same way that contributions under Paragraph 3.1 are invested and
      they shall be subject to the same rules as apply to contributions under
      Paragraph 3.1 relating to withdrawal and
      distributions.  Rollover contributions shall be one hundred
      percent (100%) vested at all times.

            


    

    


    Notwithstanding
the preceding provisions of this section

    


    
      	
               
      

            	
              (1)

            	
              Rollover
      contributions shall not be treated as annual additions for purposes of
      Code Section 415; and

            


    

    


    
      	
               
      

            	
              (2)

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

            


    

    


    


    ARTICLE
IV

    


    Profit Sharing and
Matching Company Contributions

    


    
      	
              4.1  

            	
              Rate of Matching
      Company Contribution.  The Company shall, with respect to
      each participant qualified under Paragraph 2.1 contribute to the Trustees
      semi-monthly, out of its current or accumulated earnings and profits as
      shown on the books used in preparing its annual reports, without regard to
      whether it has any current or accumulated earnings and profits for federal
      income tax purposes, a matching amount determined as
    follows:

            


    

    


    
      	
               
      

            	
              (a)

            	
              For
      employees for whom compensation reduction agreements were in effect on
      December 31, 1997, and

            


    

    


    
      	
              (b)  

            	
                     
      For employees hired by the Company in 1997 or earlier who are not eligible
      to make compensation reduction agreements as of December 31, 1997 but who
      choose to make compensation reduction agreements when they first become
      eligible to participate, the Company shall match the participant's
      compensation reduction $1.00

            


    

    


          
for each $1.00 deferred, with a maximum of six percent (6%) of a participant's
compensation.

    


    
      	
               
      

            	
              (c)

            	
              For
      all other employees, the matching amount contributed by the Company shall
      vary depending on the employee's years of employment, as
      follows:

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    Matching
Amount per

    $1.00
Deferred

    (Counting
Deferrals

    Years of
Employment         up to 6% of
Compensation)

    


                                             
 Less than
5                                           $0.50

                                              
5 -
9                                                       
$0.75

                                               10
or
More                                
           $1.00

    


    Company
contributions with respect to a participant shall be paid into the Trust and
credited to such participant's account.  Prior to July 1, 2009, such
Company matching contributions shall be credited in the Kansas City Life Stock
Investment option.  Company matching contributions will be reviewed at
the end of each plan year to determine whether the proper amount of matching
contributions have been made for each participant, and the Company shall make a
"true-up" Company matching contribution to participant
accounts.  Prior to July 1, 2009, additional contributions required by
this review were made to the Kansas City Life Stock Investment
option.  The Company shall not contribute a matching amount based upon
any catch-up elective contributions made by a participant as permitted in
Paragraph 3.1.

    


    
      	
              4.2  

            	
              Discretionary Profit
      Sharing Contribution.  Beginning with the Plan year
      ending December 31, 1998 and for each Plan year thereafter, the Company
      may, at its discretion, make a contribution to the Plan on behalf of each
      employee of the Company eligible under Paragraph 2.1 to participate in the
      Plan who is employed on the last day of the Plan year based on profits
      regardless of whether the employee has elected to make compensation
      reduction contributions. Prior to July 1, 2009, the profit sharing
      contribution shall be in the form specified in Paragraph 4.3 and shall be
      accounted for in the Kansas City Life Stock Investment
      option.  The profit sharing contribution shall be allocated to
      each employee in the proportion that each employee's compensation (as
      defined in Paragraph 3.2) for the Plan year bears to the total
      compensation for all employees for the Plan year, but shall not exceed
      four percent (4%) of each employee's compensation for the Plan
      year.

            


    

    


    
      	
              4.3  

            	
              Form of Payment.  Beginning
      July 1, 2009, the contributions of Kansas City Life Insurance Company
      shall be made in cash.  Until on or about September 1, 2009, the
      Trustees shall use such cash to purchase shares on Kansas City Life
      Insurance Company stock on the open market.  Beginning on or
      about September 1, 2009, participants shall direct investment of
      contributions of Kansas City Life Insurance Company as provided in
      Paragraph 6.3.

            


    

    


    The
following describes rules that apply prior to July 1, 2009.  Prior to
July 1, 2009, the contributions of Kansas City Life Insurance Company may be
made in cash, in treasury stock or in shares of authorized but unissued stock of
Kansas City Life Insurance Company.  If the Company or any affiliated
participating Company shall make its contribution in cash, the Trustees shall
have the authority to purchase shares, acting independently as to
when


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    purchases
are made, the number of shares to be purchased, the prices to be paid, and the
broker, if any employed, to effect the purchases.  The contributions
of any participating affiliated corporation shall be converted to stock in such
manner as shall be satisfactory to the Trustees and the respective companies
from time to time.  For purposes of fixing the amount of contributions
made with shares of treasury stock, or shares of authorized but unissued stock,
and commencing with the valuation date of the Plan in June, 1982, such stock
shall be valued at the average of its bid price on the over-the-counter market
for all business days following the previous monthly valuation date and,
beginning December 1, 2006, such stock shall be valued using the volume weighted
average price for all business days for the calendar month just
ended.  Beginning March 30, 2007, such stock shall be valued using the
last trade of the day price on each business day of the month.  This
value shall be deemed to be the fair market value of the stock.  In
the event the Company is precluded from delivering such shares to the Trustees
by law or because of the unavailability of such shares, the Company's
contribution to the Trustees shall be in cash and said cash shall be invested
until such time as shares of the Company stock shall be available for purchase
by the Trustees.

    


    


    ARTICLE
V

    


    Investment of Contributions

    


    
      	
              5.1  

            	
              Investment of Funds.  Contributions
      to the Trust shall be invested in accordance with the authority granted to
      the Trustees pursuant to the provisions of this Plan and
      Trust.  Prior to July 1, 2009, it is contemplated that the
      contribution made by the Company from time to time be in the form of
      shares of the Company stock.  Cash contributions to the Trust,
      whether by the Company or the participant, may be used for the purchase of
      Company stock.

            


    

    


    
      	
              5.2  

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

            


    

    


    
      	
              5.3  

            	
              Tender Offer.  Notwithstanding
      any language in this Plan to the contrary, if the common capital stock of
      Kansas City Life Insurance Company shall become the subject of a tender
      offer, the Trustees may not take any action in response to such tender
      offer except as otherwise provided
herein.

            


    

    


    Upon
notice from the Trustees of the Plan, and subject to their rules of procedure
then issued, each participant may direct the Trustees to sell, offer to sell,
exchange or otherwise dispose


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    of the
common capital stock of Kansas City Life Insurance Company allocated to such
participant in the Kansas City Life Stock Investment option.  Any such
action shall only be in accordance with the provisions, conditions and terms of
such tender offer and the provisions of this Plan.

    


    The
Trustees shall sell, offer to sell, exchange or otherwise dispose of the common
stock allocated to accounts in the Kansas City Life Stock Investment option of
the participants with respect to which they have received directions to do so
pursuant to this ARTICLE.

    


    To the
extent to which participants do not instruct the Trustees or do not issue valid
directions to the Trustees to sell, offer to sell, exchange or otherwise dispose
of the common stock allocated to their account or accounts in the Kansas City
Life Investment option, such participants shall be deemed to have directed the
Trustees that such shares shall remain invested in said common capital
stock.

    


    If a
participant's tender shall be accepted, the account or accounts of the
participant whose stock has been tendered shall be reduced by the value of the
stock so tendered.  The date for valuation shall be established by the
Trustees and in order to facilitate such tender offers the Trustees may require
special valuation dates.

    


    At such
time as cash is received for the benefit of a tendering participant, such cash
shall be maintained in an escrow account for the benefit of such participant
until such time as the Trustees shall determine that the reinvestment of the
funds shall be appropriate.  Prior to on or about September 1, 2009,
such reinvestment shall be in the Kansas City Life Stock Investment
option.  Beginning on or about September 1, 2009, such reinvestment
shall be as directed by the participant pursuant to paragraph
6.2.  Interest as earned by the Trustees in such escrow account shall
be credited to the accounts of those participants whose cash is
held.  The availability of such cash for investment shall be the
primary objective of the Trustees in the selection of the escrow
account.

    


    


    ARTICLE VI

    


    Allocation to and Evaluation of Participants' Accounts

    


    
      	
              6.1  

            	
              Investment
      Funds.  The value of all Trust assets shall be determined
      on the basis of market values.  Beginning December 1, 2006, the
      Kansas City Life stock shall be valued at the volume weighted average
      price for all business days in the calendar month just
      ended.  Beginning March 30, 2007, such stock shall be valued
      using the last trade of the day price for each business day of the
      month.  Beginning July 1, 2009, any purchase or sale of such
      stock from a participant account shall be valued using the price at which
      stock was bought or sold by the Trust on the open market to execute the
      purchase or sale.  Accounting procedures shall reflect the
      establishment of investment options with the intent that all participants'
      contributions, Company matching
contributions,

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    and any
earnings thereon, will be accounted for within these investment
options.  Beginning on or about September 1, 2009, participant,
Company matching and profit sharing contributions shall be invested by the
Trustees in the general investments pursuant to ARTICLE XIV, and participant,
Company matching and profit sharing contributions to the Kansas City Life Stock
Investment option shall be invested in shares of the Company stock pursuant to
Paragraph 6.5.   Prior to on or about September 1, 2009, (1)
participant contributions to the investment options other than the Kansas City
Life Stock Investment option shall be invested by the Trustees in general
investments pursuant to ARTICLE XIV, (2) participant contributions to the Kansas
City Life Stock Investment option shall be invested in shares of the Company
stock pursuant to Paragraph 6.5, and (3) the Company matching contributions and
profit sharing contributions to the Kansas City Life Stock Investment option
shall be invested in shares of the Company stock pursuant to ARTICLE
IV.  There shall be no guarantee regarding interest or gain, nor shall
there be any guarantee against loss of principal in any of these
options.  It is intended that the Plan comply with Section 404(c) of
the Employee Retirement Income Security Act of 1974.

    


    
      	
              6.2  

            	
              Participants' Accounts.  An
      account shall be established for each participant’s balance within the
      Plan, and shall reflect the investment options applicable to such
      participant.  All investment options shall be maintained in
      United States dollars.  A determination shall be made each
      business day of a calendar month on which the New York Stock Exchange is
      open for business of the value with respect to each of the investment
      options and shall reflect contributions made by both the participant and
      the Company and any gains or losses of the investment
      options.  Each participant shall be provided a statement of his
      or her account, reflecting the value thereof, not less often than
      quarterly.  Notwithstanding the foregoing, the Company shall
      have the right to change the method of accounting from time to time except
      that no participant's account balances shall be reduced because of such
      change.

            


    

    


    
      	
              6.3  

            	
              Selected Investments.  Beginning
      on or about September 1, 2009, each participant shall have the right to
      require the Trustees to invest all or a portion of the participant's
      contribution and Company matching and profit sharing contributions in any
      of the investment options.  Prior to on or about September 1,
      2009, each participant shall have the right to require the Trustees to
      invest all or a portion of the participant’s contribution in any of the
      investment options.  The participant shall initially indicate
      choice at the time the participant commences participation, in accordance
      with the requirements of the Committee and may subsequently request
      changes in accordance with the provisions of Paragraph 6.4
      herein.

            


    

    


    The
participant’s contributions may be invested one hundred percent (100%) in any
one of the investment options or, if the participant wishes to invest in more
than one (1) investment option, the participant shall specify the percentage to
be invested in each. However, such percentage must be a whole percentage, for
example, one percent (1%), twenty-six percent (26%) or eighty percent (80%) and
no fractional percentages will be permitted.

    


    A
participant may request changes in the investment options as often as desired
subject to


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    any
restrictions imposed by the investment funds or the Plan.  However, in
the case of a participant to whom the provisions of either Section 16(a) or
Section 16(b) of the Securities Exchange Act of 1934 are applicable (hereinafter
referred to as an “Insider”), the following restrictions shall apply to any
election involving the Kansas City Life Stock Investment option under this
Paragraph 6.3 or any other Paragraph of this Plan. Any election by an Insider to
direct an investment, a transfer or change of investment, a withdrawal or any
other election which would constitute a “discretionary transaction” as that term
is defined by SEC Rule 16b-3(b)(1), may only be made by an insider if such
election is made more than six (6) months after any previous opposite way
discretionary transaction under any plan (including the Plan) of the Company, as
defined by SEC Rule 16(b)(3)(f).

    


    
      	
              6.4  

            	
              Investment Changes.  Any
      participant shall have the right to require daily that the value of any
      one (1) or more of the participant’s accounts in the investment options be
      transferred for investment for the participant’s account in any other of
      the investment options.  Such transfers may be made in whole or
      partial percentages or in dollars and cents and shall be governed by
      reasonable rules of the Administrative Committee regarding the timeliness
      of notice and subject to the rules of Section
  6.3.

            


    

    


    Beginning
on or about September 1, 2009, each participant shall have the right to transfer
the value of Company matching contributions or profit sharing contributions in
the Kansas City Life Stock Investment option at any time.

    


    Beginning
January 1, 2007 and prior to on or about September 1, 2009, a participant who
has completed three (3) years of employment shall have the right to transfer the
value of Company matching contributions or profit sharing contributions in the
Kansas City Life Stock Investment option made prior to January 1, 2007 to any
other investment option in accordance with the following schedule:

    


    Plan
Year         Applicable
Percentage

    
      	
              1   
      

            	
              33%

            


    

    
      	
                
      2  

            	
                                    
      66%

            


    

    
      	
              3  

            	
                                  
      100%

            


    

    


    Prior to
July 1, 2009, a participant who attained age 55 and completed three (3) years of
employment on or before December 31, 2005 shall have the right to transfer all
or any portion of the value of Company matching contributions or profit sharing
contributions in the Kansas City Life Stock Investment option to another
investment option at any time.

    


    Beginning
January 1, 2007 and prior to on or about September 1, 2009, a participant who
completes or who has completed, three (3) years of employment shall have the
right to transfer the value of Company matching contributions or profit sharing
contributions in the Kansas City Life Stock Investment option made after
December 31, 2006 at any time.

    


    In any
case, the right to transfer by “insiders” shall be limited as described in
Paragraph


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
 

    
      	
              6.5  

            	
              Investment in Kansas
      City Life Stock Investment Option  The portion of a
      participant's account that is allocated to the Kansas City Life Stock
      Investment option pursuant to Paragraph 6.3 herein shall be invested in
      shares of the Company stock subject to the limitations
      herein.  Such shares shall be purchased by the Trustees, acting
      independently as to when purchases are made, the number of shares to be
      purchased, the prices to be paid, and the broker, if any employed to
      effect the purchases; provided however, that during any period during
      which the Company or the Trustees are precluded from making purchases of
      Kansas City Life Insurance Company shares by law or at any other time the
      Trustees may elect and the Company shall agree, if permitted by law, the
      Trustees may purchase shares of the Company's treasury stock or shares of
      its authorized but unissued stock.  Such stock shall be valued
      in accordance with Paragraph 4.3 herein.  In the event the
      Company does not agree to sell its treasury stock or authorized but
      unissued stock, and if the Trustees are precluded from buying or are
      unable to buy such stock on the market, the Trustees shall invest such
      contributions until such time as shares of the Company stock shall be
      available for purchase by the
Trustees.

            


    

    


    
      	
              6.6  

            	
              Dividend Reinvestment.  Dividends
      and any other distributions received by the Trustees with respect to the
      investments allocated to the Kansas City Life Stock Investment option
      shall be invested in shares of the Company stock subject to the provisions
      of Paragraphs 4.3 and 6.5 herein.

            


    

    


    


    ARTICLE VII

    


    Allocation of Fiduciary Responsibility

    


    
      	
              7.1  

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

            


    

    


    
      	
              7.2  

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

            


    

    


    
      	
              7.3  

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

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              7.4

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

            


    

    


     
 

    ARTICLE VIII

    


    Vesting

    


    
      	
              8.1  

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

            


    

    


                    Years
of                                                         Percentage

                   Employment                                                      Vested  

    


                       1                                                                           0

                       2                                                                           0

                       3                                                                    
    30

                       4                                                                      
  40

                       5                                                                     
   60

                       6                                                                     
   80

                       7                                                                    
  100

     
 

    Commencing
January 1, 2002, for a participant who completes one (1) hour of service after
December 31, 2001, the value of a participant’s account with respect to Company
contributions made for the participant’s benefit shall be vested upon the date
of the month on which the participant completes the years of employment with the
Company in accordance with the following schedule:

    


    


    


    


    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    


        Years
of                                      
 Percentage

                   Employment                                    
    Vested

    


                       1                                                              
    0

                       2                                                              
  20

                       3                                                              
  40

                       4                                                              
  60

                       5                                                                 80

                       6                                                                100

    


    A "year
of employment" shall be deemed to mean twelve (12) consecutive monthly periods
of employment with the Company, dating from the commencement of employment,
during which the participant shall complete at least one thousand (1,000) hours
of employment. Beginning January 1, 1998, a "year of employment" after the first
year of employment shall mean one thousand (1,000) hours of employment during
the calendar year.  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 VIII.  If an employee's
employment with either Kansas City Life Insurance Company or one of its
affiliated corporations shall be terminated and the employee is immediately
employed by any other of such affiliated corporations, the participant’s
employment shall be regarded as continuous and treated as if under one (1)
employer for vesting purposes.

    


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

    


    The value
of a participant's account with respect to personal contributions shall be fully
vested at all times.

    


    
      	
              8.2  

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

            


    

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    ARTICLE IX

    


    Account Withdrawals

    


    
      	
              9.1  

            	
              Optional Withdrawals.  A
      participant may elect to withdraw at any time all or any part of the value
      of the participant’s accounts in the investment options attributable to
      the participant's rollover contributions made pursuant to Paragraph
      3.10.  No in-service withdrawal of any part of Company matching
      contributions and Company profit sharing contributions allocated to the
      participant’s account shall be permitted except as provided in Paragraph
      9.2.  Withdrawals pursuant to this Paragraph maynot be made by
      an individual who is an alternate payee under a Qualified Domestic
      Relations Order and for whom an account is being separately
      maintained.  No amounts attributable to the Company's profit
      sharing contributions may be withdrawn under this ARTICLE
    IX.

            


    

    


    
      	
              9.2  

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

            


    

    


    
      	
              9.3  

            	
              Time and Method of Payment.  All
      payments under this ARTICLE shall be made as soon as practicable after the
      request for a withdrawal pursuant to Paragraph 9.1, or Paragraph 3.5, and
      shall be paid either in cash or in shares of Kansas City Life Insurance
      Company stock pursuant to this Plan.  The investment options
      shall reflect the value of any withdrawal pursuant to the provisions of
      this ARTICLE IX.

            


    

    


    
      	
              9.4  

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

            


    

    


    
      	
               
      

            	
              (a)

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

            


    

    


    
      	
              (b)  

            	
                     
      One-half (1⁄2) of the value of the participant's elective accounts as of the
      date on which the loan is
calculated.

            


    

    


    Any such
loan shall be made for a period not to exceed five (5) years and shall provide
for a level amortization with payments to be made
semi-monthly.  However, loans used to acquire a primary residence of
the participant may provide for periodic repayments over a reasonable period of
time that may exceed five (5) years and shall be stated in the Loan
Policy.

    


    Any loan
made pursuant to this Paragraph shall result in the reduction of the
participant's accounts in the investment options reflecting the dollar amount
loaned based on the valuation on which such loan is effected.  A
reasonable rate of interest may be charged, as established by the Administrative
Committee in the Loan Policy and such interest payments shall be treated as
earnings of the borrower's account.  Minimum loan repayments shall be
made by payroll deduction.  Loans shall become immediately due and
payable in full upon the occurrence of one of the distribution events described
in ARTICLE X.  However, loans pursuant to this Paragraph will not be
made to an individual who is an alternate payee under a Qualified Domestic
Relations Order and for whom an account is being separately maintained or to a
former employee who was a participant and who has not withdrawn all the value of
his or her accounts pursuant to Paragraph 10.4 unless the former employee is a
party in interest as defined in ERISA Section 3(14) with respect to the Plan.
Further, loans to participants who are either executive officers of the Company
or directors of the Company shall not be made under this Paragraph 9.4 unless
the Administrative Committee determines, upon advice of legal counsel for the
Company, that Section 402 of the Sarbanes-Oxley Act of 2002 does not prohibit
such loans.

    


    


    ARTICLE
X

    


    Distributions

    


    
      	
              10.1  

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

            


    

    


    
      	
              10.2  

            	
              Termination.  If
      prior to the termination of the Plan or the complete discontinuance of
      Company contributions hereunder, in either of which event a participant's
      accounts in all investment options shall be fully vested, an employee
      participant's termination of employment occurs for any reason other than
      one of the events specified in Paragraph 10.1, and if such employee shall
      not thereafter be employed by any affiliated corporation of the Company,
      such participant shall then be entitled to receive (i) one hundred percent
      (100%) vested interest in the full value of his or her account in the
      investment options attributable to the participant’s own contributions and
      (ii) that percentage of vested interest in the value of his or her account
      attributable to Company matching contributions and profit sharing
      contributions as determined by Paragraph 8.1
  herein.

            


    

    


    Any
amount not vested at the time of such termination shall be forfeited when the
terminated participant incurs five (5) consecutive breaks in service (as defined
in Paragraph 2.1).  The forfeiture will occur on the last day of the
plan year in which the fifth (5th) consecutive break in service occurs. Such
forfeited amount shall then be used to reduce the amount of Company
contributions in accordance with Paragraph 11.1 herein.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    
      	
              10.3  

            	
              Method of Distribution.  The
      default form of distribution shall be a lump sum payment.  If
      the payment is made as a result of the death of the participant, the
      payment shall be made to the surviving spouse of the participant, if any,
      unless the participant and the spouse have requested a distribution to any
      other beneficiary.

            


    

    


    Beginning
July 1, 2009, the party entitled to a lump sum payment shall have the right to
require that the shares of Kansas City Life Insurance Company stock attributed
to the party's account be issued to the participant in-kind as a part of said
payment.  Prior to July 1, 2009 any in-kind distribution of Kansas
City Life Insurance Company stock was determined in accordance with the
following formula:  The participant shall have the right to withdraw
the number of said shares equal to the value that is derived by multiplying the
percentage that his or her account in The Kansas City Life Stock Investment
option attributable to matching Company contributions divided by the total of
all accounts in The Kansas City Life Stock Investment option attributable to
matching Company contributions equals, by the value of all Kansas City Life
Insurance Company stock in The Kansas City Life Stock Investment option
attributable to matching Company to contributions.  The participant
shall also be entitled to any such stock purchased for his or her account in The
Kansas City Life Stock Investment option attributable to elective contributions,
the amount thereof to be determined in accordance with the above formula as
applied to Company stock purchased with all elective contributions by all
participants.

    


    
      	
              10.4  

            	
              Commencement of Distribution.  All
      distributions shall be made or commenced to be made as soon as practicable
      following the occurrence of one of the distribution events described in
      this ARTICLE X.  Alternatively, the participant may choose not
      to withdraw any of his or her vested accounts in the investment options
      when one of the distribution events occurs and later elect to have the
      distribution made.  Prior to on or about September 1, 2009, (1)
      only a full and complete distribution of the vested accounts will be
      allowed whether the participant withdraws his or her vested accounts at
      the time a distribution event occurs or at some later date, and (2) no
      partial withdrawals shall be permitted.  Beginning on or about
      September 1, 2009, a participant who meets the requirements of this
      ARTICLE X may elect a distribution of a portion of his or her vested
      accounts, subject to reasonable administrative restrictions established by
      the Company.  Notwithstanding, no distribution of five thousand
      dollars ($5,000.00) or more shall be made to a participant unless the
      participant shall have consented in writing to such distribution, all in
      accordance with the provisions of Internal Revenue Code Section 411 and
      related regulations.  Beginning January 1, 2002, with respect to
      participants separating from service and distributions after that date,
      the value of a participant’s vested accounts shall be determined without
      regard to that portion of the vested account that is attributable to
      rollover contributions (and any earnings allocable thereto) within the
      meaning of Code Section 402(c).  If the value of the
      participant’s vested accounts, including rollover contributions (and any
      earnings attributable thereto) as so determined is one thousand dollars
      ($1,000.00) or less, the Plan shall immediately distribute the
      participant’s entire vested account
balance.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    
      	
              10.5  

            	
              Valuation.  The
      value of a participant's accounts in the investment options for
      distribution purposes shall be based on the liquidation price on the date
      such distribution is processed.

            


    

    


    
      	
              10.6  

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

            


    

    


    
      	
              10.7  

            	
              Beneficial Designation.  Any
      participant or retired participant shall have the right to designate a new
      beneficiary at any time by filing a request for such change, but any such
      change shall become effective only upon receipt of such request, in the
      case of, an online request receipt is immediate.  And provided
      that any change of beneficiary to a person other than a surviving spouse
      must be consented to in writing by said participant's
      spouse.  Upon receipt of such request the change shall relate
      back to and take effect as of the date such participant makes such request
      whether or not such participant is living at the time such request is
      received.

            


    

     
 

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

    


    
      	
              10.8  

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

            


    

    


    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    ARTICLE XI

    


    Application of Forfeitures

    


    
      	
              11.1  

            	
              Any
      of the assets attributable to Company matching and profit sharing
      contributions which shall be forfeited by a participant with respect to
      his or her account attributable to matching Company contributions and
      profit sharing contributions pursuant to the provisions of Paragraph 10.2
      herein, shall be used to reduce the amount of Company contributions
      required by this Plan.

            


    

    


    


    ARTICLE XII

    


    Administrative Committee

    


    
      	
              12.1  

            	
              Membership.  The
      Administrative Committee, sometimes herein referred to as the "Committee",
      shall consist of a number of persons, not less than three (3) nor more
      than five (5), designated by the Executive Committee of the Company, who
      shall serve terms of one (1) year or until their successors are designated
      and said Committee shall have the responsibility for the general
      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.

            


    

    


    
      	
              12.2  

            	
              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.

            


    

    


    
      	
              12.3  

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

            


    

    


    
      	
              12.4  

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

            


    

    


    
      	
              12.5  

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

            


    

    


    
      	
              12.6  

            	
              Subject
      to the limitations of this Plan and Trust, the Committee from time to time
      shall establish rules or regulations for the administration of the Plan
      and the transaction of its business. The Committee shall have full and
      complete discretionary authority to construe and interpret the Plan and
      decide any and all matters arising hereunder, except such
      matters

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    which the
Executive Committee of the Company from time to time may reserve for itself,
including the right to remedy possible ambiguities, inconsistencies or
omissions.  All interpretations, determinations and decisions of the
Committee or the Executive Committee of the Company in respect of any matter
hereunder shall be final, conclusive and binding on all parties affected
thereby.  The Committee shall, when requested, submit a report to the
Executive Committee of the Company giving a brief account of the operation of
the Plan and the performance of the various funds and accounts established
pursuant to the Plan.

    


    
      	
              12.7  

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

            


    

    


    
      	
              12.8  

            	
              Any
      member of the Committee may resign by giving notice to the Executive
      Committee at least fifteen (15) days before the effective date of
      resignation.  Any Committee member shall resign upon request of
      the Executive Committee.  The Executive Committee shall fill all
      vacancies on the Committee as soon as is reasonably possible after a
      resignation takes place, and until a new appointment takes place, the
      remaining members of the Committee shall have authority to act, if
      approved by either a majority of the remaining members or by two (2)
      members, whichever number is
lesser.

            


    

    


    


    ARTICLE
XIII

    


    Amendment and Termination

    


    
      	
              13.1  

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

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              13.2

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

            


    

    


    
      	
              13.3

            	
              Merger.  This
      Plan and Trust shall not be merged or consolidated with, nor shall any
      assets or liabilities be 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 XIV

    


    The Trust

    


    
      	
              14.1  

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

            


    

    


    
      	
              14.2  

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

            


    

    


    
      	
              14.3  

            	
              Investment of Funds.

            


    

    


    
      	
               
      

            	
              (a)

            	
              Except
      as hereinafter provided with respect to the cash reserve, the Trustees
      shall invest and reinvest the principal and income of the Trust in their
      discretion in such securities, common and preferred stocks, real estate
      mortgages, debentures, bonds, promissory notes, real estate, real estate
      improvements, leaseholds or any other income-producing properties or
      securities, real or personal, within or without the State of Missouri and
      other investments as the Trustees shall, after investigation, believe to
      be sound and suitable investments for this Trust, although the same may
      not be of the character permitted for Trustee's investments by the Laws of
      the State of Missouri.  The Trustees are specifically empowered
      to invest the Trust assets in
the

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    capital
stock of Kansas City Life Insurance Company, which must be offered as an
investment option of the Plan and Trust.

    


    
      	
               
      

            	
              (b)

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

            


    

    


    
      	
               
      

            	
              (c)

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

            


    

    


    
      	
               
      

            	
              (d)

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

            


    

    


    
      	
               
      

            	
              (e)

            	
              The
      Trustees may deposit property held in the Trust with any protective,
      reorganization or similar committee and may delegate discretionary power
      thereto to pay its reasonable share of such committee's expenses and
      compensation 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 therewith grant proxies discretionary or
      otherwise, all in accordance with the provisions of this Plan and
      Trust.

            


    

    


    
      	
               
      

            	
              (h)

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

            


    

    


    
      	
               
      

            	
              (i)

            	
              The
      Trustees may borrow money for the purposes of the Trust and pledge or
      mortgage securities or other assets owned by the Trust as security for the
      payment thereof.

            


    

    


    
      	
               
      

            	
              (j)

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

            


    

    


    
      	
               
      

            	
              (k)

            	
              The
      Trustees may generally do all such acts, execute all such instruments,
      take all such proceedings and exercise all such rights and privileges with
      relation to property

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              belonging
      to the Trust as if the Trustees were the absolute owners
      thereof.

            


    

    


    
      	
              14.4  

            	
              Approval of Investments.  Before
      making any new 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 list of such securities in which it proposes to
      invest such funds and the amount proposed to be invested in each security
      and the Trustees shall proceed to purchase or refrain from purchasing,
      such securities in accordance with the acceptance or rejection, in whole
      or in part, of such proposals by the Executive Committee of the Company or
      its designated subcommittee.  Acceptance or rejection of such
      proposals or any of them by the said Committee, shall be signified in
      writing and delivered to the Trustees within thirty (30) days of the
      submission of such proposals by the Trustees, provided however, that if no
      written acceptance or rejection of such proposals or any of them, shall be
      so delivered by the said Committee within the time herein limited
      therefore, the Trustees shall be warranted and protected in assuming that
      all of the proposed investments which have not been specifically rejected
      as aforesaid, meet with the complete approval of said Executive Committee
      or its designated subcommittee.

            


    

    


    
      	
              14.5  

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

            


    

    


    
      	
              14.6  

            	
              Disbursement of Funds.  Disbursement
      of the funds of this Trust shall be made by the Trustees only to or for
      the benefit of the participants in the Plan or their beneficiaries and
      only at the time, in the amount and in the manner prescribed in written
      instructions of the Administrative Committee delivered by such Committee
      to the Trustees.  The Trustees are empowered to sell securities
      belonging to the Trust to meet said disbursements when the cash reserve is
      sufficient.

            


    

    


    
      	
              14.7  

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

            


    

    


    
      	
              14.8  

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

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    
      	
              14.9  

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

            


    

    


    
      	
              14.10  

            	
              Compensation.  No
      Trustee shall receive any compensation for his or her 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 therefore 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
      compensation for said services may be paid by the Trustees from the Trust
      in the event the Company does not elect to pay for such
      services.  Any taxes that may be levied against said Trust shall
      be paid by the Trustees from the Trust assets after liability for said
      taxes, if any, has been established and in determining the liability for
      taxes the Trustees are specifically authorized to use their own discretion
      in contesting taxes claimed to be due against said Trust and said Trustees
      may employ counsel for such purposes and pay said counsel fees from the
      Trust assets in the event the Company does not elect to pay said costs and
      fees.

            


    

    


    
      	
              14.11  

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

            


    

    


    
      	
              14.12  

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

            


    

    


    


    ARTICLE XV

    


    General Provisions

    


    
      	
              15.1  

            	
              Expenses.  The
      Company may pay some or all expenses incurred in administering the Plan
      and managing the Trust assets. Fees for participant loans or to qualify a
      domestic relations order will be paid from the applicable participant’s
      account in the investment options.  The Company shall not pay
      any brokerage fees, commissions, stock transfer taxes and other charges
      and expenses in connection with the purchase and sale of securities under
      the Plan.

            


    

    


    
      	
              15.2  

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

            


    

     
 

    
      	
              15.3  

            	
              Inalienability of Benefits.  The
      interest hereunder of any participant, retired participant or beneficiary,
      except as may be required by a Qualified Domestic Relations Order defined
      in Section 414(p) of the Internal Revenue Code or as otherwise provided in
      Section 401(a)(13) of the Internal Revenue Code, shall not be alienable,
      either by assignment or by any other method and to the maximum extent
      permissible by law, shall not be subject to being taken, by any process
      whatever, by the creditors of such participant, retired participant or
      beneficiary.

            


    

    


    
      	
              15.4  

            	
              No Right to Employment.  Nothing
      herein contained nor any action taken under the provisions hereof shall be
      construed as giving any employee the right to be retained in the
      employment of the Company.

            


    

    


    
      	
              15.5  

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

            


    

    


    
      	
              15.6  

            	
              Accrued Benefit.  The
      term "accrued benefit" shall mean the value of a participant's account or
      accounts in the investment options in this
Plan.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    
      	
              15.7  

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

            


    

    


    
      	
              15.8  

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

            


    

    


    
      	
              15.9  

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

            


    

    


    
      	
              15.10  

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

            


    

    


    
      	
              15.11  

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

            


    

    


    
      	
              15.12  

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

            


    

    


    
      	
              15.13  

            	
              Disability.  The
      term "disability" as used in this Plan means the inability to engage in
      any substantial gainful activity by reason of any medically determinable
      physical or mental impairment that can be expected to result in death or
      which has lasted or can be expected to last for a continuous period of not
      less than twelve (12) months.  The permanence and degree of such
      impairment shall be supported by medical
  evidence.

            


    

    


    
      	
              15.14  

            	
              Retirement Dates.

            


    

    


    
      	
               
      

            	
              (a)

            	
              Commencing
      January 1, 1988, the normal retirement date for all employees
      participating in this Plan shall be the earlier of the first (1st) day of
      the month following attainment of sixty (60) years of age or the first
      (1st) day of the month following attainment of fifty-five (55) years of
      age and completion of five (5)
years

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    of
employment.  For purposes of determining the completion of five (5)
years of employment, the years of employment of an employee of Old American
Insurance Company prior to November 1, 1991 shall not be taken into
account.

    


    
      	
               
      

            	
              (b)

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

            


    

    


    
      	
               
      

            	
              (c)

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

            


    

    


    
      	
                                             
      

            	
               (i)

            	
              The
      year in which the participant attains age 70 1⁄2,
  or

            


    

    (ii)                    
  The year in which the participant retires.

    


    All
required minimum distributions shall be determined and made in accordance with
Appendix A.

    


    
      	
              15.15  

            	
              Initial Qualification.  The
      Company reserves the right to have all its contributions returned to it
      free of this Trust, and to terminate said Plan and Trust, if the Trust
      does not initially meet the qualification requirements of the Internal
      Revenue Code.

            


    

    


    
      	
              15.16  

            	
              Company.  The
      term "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
      required to be treated as a single employer under Internal Revenue Code
      Section

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    414(b),
(c), (m) and (o), any or all of which may sometimes be referred to herein as
affiliated corporations.

    


    
      	
              15.17  

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

            


    

    


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

    


    
      	
              15.18  

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

            


    

    


    
      	
              15.19  

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

            


    

    


    
      	
              15.20  

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

            


    

    


    
      	
              15.21  

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

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


     
 

    
      	
              15.22  

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

            


    

    


    
      	
               
      

            	
              (a)

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

            


    

    


    
      	
              (b)  

            	
                     
      Twenty-five percent (25%) of such participant's
    compensation.

            


    

    


    Commencing
January 1, 2002, except for Paragraph 3.1 and Internal Revenue Code Section
414(v), the annual additions to a participant’s account for any Plan year shall
not exceed the lesser of:

    


    
      	
               
      

            	
              (a)

            	
              Forty
      thousand dollars ($40,000.00) subject to annual adjustments pursuant to
      Internal Revenue Code Section 415(d),
or

            


    

    


    
      	
               
      

            	
              (b)

            	
              One
      hundred percent (100%) of such participant’s compensation within the
      meaning of Internal Revenue Code Section 415(c)(3) for the Plan year, as
      determined under Paragraph 3.2(b) of the Plan and
  Trust.

            


    

    


    The
compensation limit referred to in (b) shall not apply to any contribution for
medical benefits after separation from service within the meaning of Internal
Revenue Code Sections 401(h) or 419A(f)(2) which is otherwise treated as an
annual addition.

    


    
      	
              15.23  

            	
              Annual Additions.  For
      the purposes of this Plan, "annual addition" shall be the sum for any year
      of the Company contributions plus the amount of any employee
      contributions, plus the forfeitures, as further defined in Internal
      Revenue Code Regulation section
1.415(c)-1.

            


    

    


    
      	
              15.24  

            	
              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
      participant's account from all such defined contribution plans shall not
      exceed the limitations set forth in Paragraph 15.22.  Beginning
      on January 1, 2008, any excess annual additions shall be corrected through
      the Employee Plans Compliance Resolution System.  Prior to
      January 1, 2008, if it is determined that as a result of the limitation
      set forth in the preceding sentence, the annual additions to the
      participant's account in this Plan are excessive, a reduction of such
      annual additions shall be effected by a return to the participant of a
      dollar amount (with any earnings attributable to the dollar amount) from
      his elective accounts, which with an equal amount of the Company's
      contributions accounted for in accordance with the following formula,
      eliminates such excess:  The excess amounts in the participant's
      matching Company contributions account in the Kansas City Life Stock
      Investment option must be used to reduce Company contributions for the
      next limitation year (and succeeding limitation years, as necessary) for
      that participant if that participant is covered by the Plan as of the end
      of the limitation year.  However, if the participant is not
      covered by the Plan as of the end of the limitation year, then the excess
      amounts must be held in unallocated in a suspense account for the
      limitation year and allocated and reallocated in the next limitation year
      to all of the remaining participants in the Plan in accordance with the
      rules set forth in Subparagraph (6)(i) of Regulation Section 1.415-6(b).
      Furthermore, the excess amounts must be used to reduce the Company
      contributions for the next limitation year (and succeeding limitation
      years, as necessary) for all of the remaining participants in the
      Plan.  For purposes of this Paragraph, excess amounts may not be
      distributed to participants or former
  participants.

            


    

    


    
      	
              15.25  

            	
              Annual Additions Reduction.  If
      any participant is a participant under a defined benefit plan maintained
      by the Company, the sum of the defined benefit plan fraction for a Plan
      year and the defined contribution plan fraction for that year shall be no
      greater than one (1.00).  If it is determined that the
      limitation set forth in the preceding sentence has been exceeded, the
      numerator of the defined benefit plan fraction shall be adjusted by
      freezing or adjusting the rate of benefit authorized by the defined
      benefit plan so that the sum of both fractions shall not exceed one (1)
      for the respective participant.  Effective January 1, 2000, this
      Paragraph shall not apply.

            


    

    


    
      	
              15.26  

            	
              Retirement Plan.  As
      used in this section, the words "retirement plan" shall
    mean:

            


    

    


    
      	
               
      

            	
              (a)

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

            


    

    


    
      	
               
      

            	
              (b)

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

            


    

    


    
      	
               
      

            	
              (c)

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

            


    

    


    
      	
               
      

            	
              (d)

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

            


    

    


    


    
      	
              15.27  

            	
              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
      participant's account and any income, expenses, gains and losses and any
      forfeitures of accounts of other participants which may be allocated to
      such participant's accounts.

            


    

    


    
      	
              15.28  

            	
              Defined Benefit Plan.  As
      used in this section, the words "defined benefit plan" shall mean any
      retirement plan which is not a defined contribution
  plan.

            


    

    


    
      	
              15.29  

            	
              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 the participant would be entitled
      under the terms of the defined benefit plan on the assumptions that the
      participant continues employment until his or her normal retirement date
      as determined under the terms of the defined benefit plan, that his or her
      compensation continues at the same rate as in effect in the Plan year
      under consideration until his or her normal retirement date and that all
      other relevant factors used to determine benefits under such defined
      benefit plan remain constant as of the current Plan year for all future
      Plan years, under all defined benefit plans maintained by the Company,
      determined as of the close of the Plan year;
  and,

            


    

    


    
      	
               
      

            	
              (b)

            	
              The
      denominator of which is the lesser of:  (i) the maximum dollar
      limit for such year (for example, ninety thousand dollars ($90,000.00) for
      1983, and adjusted annually for increases in the cost of living as
      permitted under Section 415(d) of the Internal Revenue Code) times 1.25 or
      (ii) the percentage of compensation limit for such year times
      1.4.  Effective January 1, 2000, this Paragraph shall not
      apply.

            


    

    


    
      	
              15.30  

            	
              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 contribution plans maintained by the Company in
      that Plan year; and,

            


    

    


    
      	
               
      

            	
              (b)

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

            


    

    


    
      	
               
      

            	
              (c)

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

            


    

    


    
      	
               
      

            	
              1.

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

            


    

    


    
      	
               
      

            	
              2.

            	
              The
      denominator of which is the lesser of (i) forty-one thousand five
      hundred

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    dollars
($41,500.00) or (ii) twenty-five percent (25%) of the participant's compensation
for the year ending in 1981.  Effective January 1, 2000, this
Paragraph shall not apply.

    


    
      	
              15.31  

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

            


    

    


    
      	
              15.32  

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

            


    

    


    
      	
               
      

            	
              (a)

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

            


    

    


    
      	
               
      

            	
              (b)

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

            


    

    


    
      	
               
      

            	
              (c)

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

            


    

    


    
      	
               
      

            	
              (d)

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

            


    

    


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

    


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

    


    If an
employee is a "family member" of a five percent (5%) owner or of a highly
compensated employee who is one of the ten (10) most highly compensated
employees ranked on the basis of compensation paid by the employer during such
year, the employee and the five percent (5%) owner or top ten (10) highly
compensated employees will be aggregated and treated as a single employee
receiving compensation and a Plan contribution


    
      
         


      

      
         


        
          

        

      

      
         


      

    


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

    


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

    


    
      	
               
      

            	
              (e)

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

            


    

    


    
      	
               
      

            	
              (f)

            	
              For
      the preceding year

            


    

    


    
      	
               
      

            	
              1.

            	
              Had
      compensation as defined in Code Section 415(c)(3) from the Company in
      excess of $80,000.00, and

            


    

    


    
      	
               
      

            	
              2.

            	
              If
      the Company elects the application of this clause for the preceding year,
      was in the group consisting of the top twenty percent (20%) of the
      employees ranked on the basis of compensation paid during such preceding
      year.

            


    

    


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

    


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

    


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

    


    For
purposes of determining the number of employees in Sub-Paragraphs (c) and
(f)2,


    
      
         


      

      
         


        
          

        

      

      
         


      

    


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

    


    
      	
              15.33  

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

            


    

    


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

    


    
      	
               
      

            	
              (a)

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

            


    

    


    
      	
               
      

            	
                (i)

            	
              Any
      distribution that is one of a series of substantially equal periodic
      payments (not less frequently than annually) made for the life (or life
      expectancy) of the distributee or the joint lives (or joint life
      expectancies) 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)

            	
              Beginning
      January 1, 1999, any hardship distribution described in Code Section
      401(k)(2)(B)(i)(IV) received after December 31, 1998 and, beginning
      January 1, 2002, any amount distributed on account of hardship;
      or

            


    

    


    
      	
               
      

            	
               (iv)

            	
              The
      portion of any distribution that is not includable in gross income
      (determined without regard to the exclusion for net unrealized
      appreciation with respect to employer securities.  However,
      beginning January 1, 2002, a portion of the distribution shall not fail to
      be an eligible rollover distribution merely because the portion consists
      of after tax employee contributions which are not includable in gross
      income.  Such portion may be transferred only to an individual
      retirement account described in Code Section 408(a) or an individual
      retirement annuity described in Code Section 408(b) or to a qualified
      defined contribution plan described in Code Section 401(a) or 403(a) that
      agrees to separately account for amounts so transferred, including
      separately accounting for the portion of the distribution which is
      includable in

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              gross
      income and the portion of the distribution which is not so
      includable.

            


    

    


    
      	
               
      

            	
              (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 and,
      beginning January 1, 2007, a non-spouse beneficiary, eligible retirement
      plan shall mean only the items in (i)
above.

            


    

    


    
      	
               
      

            	
               (iv)

            	
              Beginning
      January 1, 2002, an annuity contract described in Code Section 403(b) and
      an eligible plan described in Code Section 457(b) which is maintained by a
      state, political subdivision of a state, or any agency or instrumentality
      of a state or political subdivision of a state and which agrees to
      separately account for amounts transferred into such plan from this
      Plan.

            


    

    


    
      	
               
      

            	
              (c)

            	
              "Distributee"
      shall include an employee or former employee.  An employee's or
      former employee's surviving spouse and the employee's or former employee's
      spouse or former spouse who is an alternate payee under a qualified
      domestic relations order (defined in Code Section 414(p)) are distributees
      with regard to the interest of the spouse or former
  spouse.

            


    

    


    
      	
               
      

            	
              (d)

            	
              "Direct
      rollover" is a payment by the Plan to the eligible retirement plan
      specified by the distributee.

            


    

    


    
      	
               
      

            	
              The
      value of a participant’s accounts in the Kansas City Life Stock Investment
      option attributable to the participant’s elective contributions and the
      Company’s matching contributions and profit sharing contributions may at
      the option of the participant, be distributed in the form of Company stock
      as provided in Paragraph 10.4.

            


    

    


    
      	
              15.34  

            	
              Participants who Enter
      Armed Forces.  Effective December 12, 1994,
      notwithstanding any provision of this Plan to the contrary, contributions,
      benefits and service credit with respect to qualified military service
      will be provided in accordance with Code Section
      414(u).  Further, the repayment of any elective account loan
      made under Paragraph 9.5 will be suspended as permitted by Code Section
      414(u)(4).

            


    

    


    
      	
              15.35  

            	
              Contribution Under
      Mistake of Fact.  If a contribution is made by the
      Company by a mistake of fact, such contribution may be returned to the
      Company within one (1) year after the payment of
  the

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    contribution.  Any
contribution returned to the Company shall not include any investment earnings
thereon, but shall be net of any investment losses thereon.

    


    
      	
              15.36  

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

            


    

    


    


    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    ARTICLE XVI

    


    Top Heavy Provisions

    


    
      	
              16.1  

            	
              Compensation Limits.  With
      respect to compensation as defined in this Plan, for any Top Heavy Plan
      year, compensation in excess of two hundred thousand dollars
      ($200,000.00), or such other amount as the Secretary of the Treasury may
      designate, shall be disregarded.  Beginning January 1, 1989,
      compensation to be disregarded shall be the amount stated in Paragraph
      3.2. Furthermore, for the purposes of this ARTICLE XVI, compensation shall
      be as defined in Paragraph 3.2.

            


    

    


    
      	
              16.2  

            	
              Key Employee.  "Key
      employee" means any employee or former employee (and the employee’s
      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 total
      combined voting power of all stock of the
  Company.

            


    

    


    
      	
               
      

            	
              (d)

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

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              16.3

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

            


    

    


    
      	
              16.4

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

            


    

    


    
      	
              16.5  

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

            


    

    


    
      	
              16.6  

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

            


    

    


    
      	
              16.7  

            	
              Top Heavy Plan Requirements.

            


    

    


    
      	
               
      

            	
              (a)

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

            


    

    


    
      	
               
      

            	
              1.

            	
              Any
      person who is a participant in this Plan in any year in which it shall be
      a "Top Heavy Plan" shall have benefits vested in accordance with the
      following schedules:  twenty percent (20%) after two (2) years
      of service; forty percent (40%) after three (3) years of service; sixty
      percent (60%) after four (4) years of service; eighty percent (80%) after
      five (5) years of service; and one hundred percent (100%) after six (6)
      years of service.  Effective January 1, 1989, there shall be no
      decrease in a participant's nonforfeitable percentage in the event the
      Plan's status as top heavy changes for any year.  Further, if
      the vesting schedule shifts in and out of the above schedule for any year
      because the Plan's top heavy status changes, such shift shall be
      considered an amendment of the vesting schedule.  If this
      occurs, each participant with at least three (3) years of service with the
      Company may elect to have his or her nonforfeitable percentage determined
      without regard to the shift.` The election period will begin with the date
      the deemed amendment is made and shall end on the later
  of:

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


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

    


    
      	
               
      

            	
              (b)

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

            


    

    


    
      	
               
      

            	
              (c)

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

            


    

    


    
      	
               
      

            	
              2.

            	
              Notwithstanding
      anything in this plan to the contrary, for any Top Heavy Plan Year, the
      Company shall make a minimum contribution for each non-key employee equal
      to three percent (3%) of such non-key employee's salary, which shall be
      invested and accounted for in The Kansas City Life Stock Investment
      option.

            


    

    


    
      	
               
      

            	
              3.

            	
              For
      any year in which this Plan is top heavy, each non-key employee will
      receive a minimum contribution if the non-key employee has not separated
      from service at the end of the top heavy year, regardless 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 the non-key employee declines to make a
      mandatory personal contribution.  No such minimum contribution
      made by the Company pursuant to these top heavy provisions shall be
      subject to forfeiture if a non-key employee withdraws his or her mandatory
      contributions.

            


    

    


    
      	
               
      

            	
              4.

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

            


    

    


    
      	
               
      

            	
              5.

            	
              If
      the Company shall be maintaining both this Plan and a defined benefit plan
      in any top heavy year, a factor of 1.0 must be applied to the denominators
      of the defined benefit and defined contribution
  fractions.

            


    

    


    
      	
              16.8  

            	
              Determination of Top Heavy Status.

            


    

    


    
      	
               
      

            	
              (a)

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

            


    

    


    If any
participant is a non-key employee for any Plan year, but such participant was a
key employee for any prior Plan year, such participant's present value of
accrued


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    benefit
and/or aggregate account balance shall not be taken into account for purposes of
determining whether this Plan is a Top Heavy Plan (or whether any aggregation
group which includes this Plan is a Top Heavy group).

    


    
      	
               
      

            	
              (b)

            	
              This
      Plan shall be a Super Top Heavy Plan for any Plan year commencing after
      December 31, 1983, in which, as of the determination date, (1) the present
      value of accrued benefits of key employees, or (2) the sum of the
      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.

            	
              The
      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 distributions are
      not included as distributions for Top Heavy purposes to the extent that
      such distributions are already included in the participant's aggregate
      account balance as of the valuation date.  Notwithstanding
      anything herein to the contrary, all distributions, including
      distributions made prior to January 1, 1984, will be
    counted.

            


    

    


    
      	
               
      

            	
              4.

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

            


    

    


    
      	
               
      

            	
              (d)

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

            


    

    


    
      	
               
      

            	
              1.

            	
              Required
      aggregation group.  In determining a required aggregation group
      hereunder, each Plan of the Company in which a key employee is a
      participant and each other Plan of the Company which enables any Plan in
      which a key employee participates to meet the requirements of Code
      Sections 401(a)(4) and 410, will be required to be
      aggregated.  Such group shall be known as a required aggregation
      group and shall include any terminated plan which if it had not been
      terminated would have been required to be included in the aggregation
      group.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


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

    


    
      	
               
      

            	
              2.

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

            


    

    


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

    


    
      	
               
      

            	
              3.

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

            


    

    


    
      	
               
      

            	
              4.

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

            


    

    


    
      	
               
      

            	
              (e)

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

            


    

    


    
      	
               
      

            	
              (f)

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

            


    

    


    
      	
               
      

            	
              (g)

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

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    
      	
               
      

            	
              1.

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

            


    

    


    
      	
               
      

            	
              2.

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

            


    

    


    
      	
               
      

            	
              (h)

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

            


    

    


    
      	
              16.9  

            	
              Modification of Top
      Heavy Rules.

            


    

    


    
      	
               
      

            	
              (a)

            	
              For
      Plan years beginning after December 31, 2001, this Paragraph shall apply
      for purposes of determining whether the Plan is top heavy under code
      Section 416(g) and whether the Plan satisfies the minimum requirements of
      Code Section 416(c) for such years.  This Paragraph amends
      Paragraphs of this ARTICLE XVI, including, but not limited to, part or all
      of Paragraphs 16.2, 16.7(a)1 and (a)2 and
  16.8(c)(3).

            


    

    


    
      	
               
      

            	
              (b)

            	
              “Key
      employee” means any employee or former employee (including any deceased
      employee) who at any time during the Plan year that includes the
      determination date was an officer of the Company having annual
      compensation greater than $130,000.00 [as adjusted under Code Section
      416(i)(l)] for Plan years beginning after December 31, 2002, a five
      percent (5%) owner of the Company or a one percent (1%) owner of the
      Company having annual compensation of more than
      $150,000.00.  For this purpose, annual compensation means
      compensation within the meaning of Code Section 415(c)(3).  The
      determination of who is a key employee will be made in accordance with
      Code Section 416(i)(l) and the applicable regulations and other guidance
      of general applicability issued
thereunder.

            


    

    


    
      	
               
      

            	
              (c)

            	
              For
      purposes of determining the present values of accrued benefits and the
      amounts of account balances of employees as of the determination date, the
      following shall apply:

            


    

    


    
      	
               
      

            	
              1.

            	
              The
      present value of accrued benefits and the amounts of account balances of a
      employee as of the determination date shall be increased by the
      distributions made with respect to the employee under the Plan and any
      plan aggregated with the Plan under Code Section 416(g)(2) during the one
      (1) year period ending on the determination date.  The preceding
      sentence shall also apply to distributions under a terminated plan which,
      had it not been terminated, would have been aggregated with the Plan under
      Code Section 416(g)(2)(A)(i).  In the case of a distribution
      made for a reason other than

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    separation
from service, death or disability, this provision shall be applied by
substituting “five (5) year period” for” one (1) year period”.

    


    
      	
               
      

            	
              2.

            	
              The
      accrued benefits and accounts of any individual who has not performed
      services for the Company during the one (1) year period ending on the
      determination date shall not be taken into
  account.

            


    

    


    
      	
               
      

            	
              (d)

            	
              Company
      matching contributions shall be taken into account for purposes of
      satisfying the minimum contribution requirements of Code Section 416(c)(2)
      and the Plan.  Company matching contributions that are used to
      satisfy the minimum contribution requirements shall be treated as matching
      contributions for purposes of the actual contribution percentage test and
      other requirements of Code Section
401(m).

            


    

    


    
      	
               
      

            	
              (e)

            	
              Notwithstanding
      the foregoing, so long as any non-key employee is covered by both this
      Plan and the Kansas City Life Insurance Company Cash Balance Pension Plan,
      the minimum contribution required herein shall be satisfied by the accrual
      of the defined benefit minimum by the respective non-key employee for any
      top heavy year.

            


    

    


    


    *******

    


    


    


    


    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the Company has caused this THIRTY-FIRST AMENDMENT to be
executed by its authorized Officers and its Corporate Seal to be hereunto
affixed and the Trustees have executed this Trust, all on the 9th day of July,
2009.

    


    KANSAS
CITY LIFE INSURANCE COMPANY

    


    


    


    By:    /s/
William A. Schalekamp

    Its:       Vice
President

    


    


    


    ATTEST:

    


    


    


    By:   /s/
Kimberly K. Farrow

    Its:    Assistant
Secretary

    


    


    


    /s/ Mark A.
Milton

    


    


    


    /s/ Charles R.
Duffy

    


    


    


    /s/ Tracy W.
Knapp

                  TRUSTEES