KANSAS CITY LIFE INSURANCE CO
EXHIBIT 10(B)
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>4
<FILENAME>kcl10kex10b2001.htm
<DESCRIPTION>EXHIBIT 10(B)
<TEXT>
<HTML><HEAD><TITLE></title></head><body>
<P align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2><u>
                                              TWENTY-SEVENTH AMENDMENT</u></font></P>

<P align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                                         KANSAS CITY LIFE INSURANCE COMPANY<br>
                                           SAVINGS AND PROFIT SHARING PLAN</font></p>


<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;THIS
TWENTY-SEVENTH 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, 2002, 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
&#147;Company&#148;, and John K. Koetting, Robert C. Miller and Anne C. Moberg,
hereinafter referred to as the &#147;Trustees&#148;. </FONT></P>
<P align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                                                      ARTICLE I</font></p>
<P align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2><u>
                                            Creation and Purpose of Trust</u></font></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.1
<U>Name</U>. The Company hereby creates this Plan and Trust to be known as the
&#147;Kansas City Life Insurance Company Savings and Profit Sharing Plan&#148;
(formerly the Kansas City Life Insurance Company Savings and Investment Plan),
hereinafter sometimes re-ferred to as the &#147;Plan&#148; or &#147;Trust&#148;. <br>

&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.2
<U>Purpose</U>. 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. <br>

&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.3  <u>Exclusive Benefit of Employees</u>.  This Agreement has been made, and this Plan and Trust created, for
the exclusive benefit of the Company's full time employees and their beneficiaries.  The
terms of this Plan are
intended to comply with the provisions of Sections 401(a), 501(a) and 401(k) of
the Internal Revenue Code of 1986 as amended from time to time, and Treasury
Department Regu-lations in connection therewith in order that the Plan and Trust
may qualify for tax exemption. <U>Under no circumstances shall any part of the
principal or income of the Plan and Trust be used for, or revert to, the
Company, or be used for, or diverted to, any pur-poses other than for the
exclusive benefit of the employees and their beneficiaries</U>. 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&#146;s employment. </FONT></P>
<P align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                                                     ARTICLE II</font></p>
<P align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2><u>
                                            Qualification and Eligibility</u></font></p>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.1  <u>Qualification</u>.  The requirements of qualification for employees are set forth hereinafter.</font></p>

<TABLE WIDTH=100% CELLPADDING=3 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</font></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2> A.</font></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
               <u>Employees</u>.  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 his date of hire or attaining the age of twenty-one (21)
                  years.
</FONT></TD></TR>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</font></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2> &nbsp;</font></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
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,
</FONT></TD></TR>
</TABLE>
<TABLE WIDTH=100% CELLPADDING=3 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</font></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2> &nbsp;</font></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(1)</font></TD>
<TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>

who shall have completed one (1) year of employment with the Company during
which he shall have com-pleted one thousand (1,000) hours of employment from
date of hire, or if he has not completed one thousand (1,000) hours of
employment within such period, then one thousand (1,000) hours of employ-ment
during a calendar year beginning with the calendar year which includes the first
anniversary of the employee&#146;s date of hire, and
</FONT></TD></TR>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</font></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2> &nbsp;</font></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(2)</font></TD>
<TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>

                        who shall have attained the age of twenty-one (21) years.
</FONT></TD></TR>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</font></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2> &nbsp;</font></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(3)</font></TD>
<TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                        With respect to this Plan, an "hour of employment" shall mean:
</FONT></TD></TR></table>
<TABLE WIDTH=100% CELLPADDING=3 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</font></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2> &nbsp;</font></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2> &nbsp;</font></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(a)</font></TD>
<TD WIDTH=80%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                                 Each hour for which an employee is directly or indirectly paid, or entitled to
                                    payment, by the Company for the performance of duties.  These hours shall be
                                    credited to the employee for the computation period or periods in which the
                                    duties are performed; and
</FONT></TD></TR>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</font></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2> &nbsp;</font></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2> &nbsp;</font></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(b)</font></TD>
<TD WIDTH=80%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>

Each hour for which back pay, irrespective of mitigation of damages, has been
either awarded or agreed to by the Company, with no duplica-tion of credit for
hours under Subparagraphs (a), (b) and (c). These hours shall be credited to the
employee for the computation period or periods to which the award or agreement
pertains rather than the computation period in which the award, agreement or
payment is made. With respect to periods described in Subparagraph (c) below,
crediting of back pay hours shall be subject to the limitations set forth in
that Subparagraph.
</FONT></TD></TR>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</font></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2> &nbsp;</font></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2> &nbsp;</font></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(c)</font></TD>
<TD WIDTH=80%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>

Each hour for which an employee is directly or indirectly paid, or entitled to
payment, by the Company for reasons such as vacation, holidays, illness,
incapacity (including disa-bility), layoff, jury duty, military leave or leave
of absence in a period during which no duties are performed (irrespective of
whether the employment relationship has terminated). These hours shall be
credited to the employee for the computation period or periods during which the
nonperformance of such duties occurs. No hour shall be credited based on any
payment under a plan maintained solely to comply with applicable workers&#146;
compensation, unemployment compensation, or disability insurance laws, or which
solely reimburses an employee for medical or medically-related expenses incurred
by the employee. No more than five hundred one (501) hours shall be credited
under this Subparagraph for any con-tinuous period during which the employee did
not or would not have performed duties. Hours of service for periods of time
during which no duties are performed under Subparagraphs (b) and (c) shall be
calculated and credited according to Department of Labor Regulations
2530.200b-2(b) and (c).
</FONT></TD></TR>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</font></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2> &nbsp;</font></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2> &nbsp;</font></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(d)</font></TD>
<TD WIDTH=80%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>

In computing an employee&#146;s hours of employment on a weekly or monthly
basis, when a record of hours of employment is not available to determine the
hours of employment under Subparagraphs (a), (b) and (c), the employee shall be
assumed to have worked forty-five (45) hours for each week, or one hundred
ninety (190) hours for each month (as appli-cable), for which the employee would
be required to be credited with at least one (1) hour of employment under
Subparagraphs (a), (b) and (c) above.
</FONT></TD></TR>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</font></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2> &nbsp;</font></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2> &nbsp;</font></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(e)</font></TD>
<TD WIDTH=80%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>

                                 An "hour of employment" shall also include time for which an employee is
                                    absent from work either
</FONT></TD></TR></table>
<TABLE WIDTH=100% CELLPADDING=3 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</font></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2> &nbsp;</font></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2> &nbsp;</font></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</font></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(i)</font></TD>
<TD WIDTH=75%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                                         by reason of the pregnancy of such employee,
</FONT></TD></TR>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</font></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2> &nbsp;</font></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2> &nbsp;</font></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</font></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(ii)</font></TD>
<TD WIDTH=75%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>

                                        by reason of the birth of a child of the employee,
</FONT></TD></TR>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</font></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2> &nbsp;</font></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2> &nbsp;</font></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</font></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(iii)</font></TD>
<TD WIDTH=75%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                                   by reason of the placement of a child in connection with the adoption
                                                     of the child by the employee, or
</FONT></TD></TR>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</font></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2> &nbsp;</font></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2> &nbsp;</font></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</font></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(iv)</font></TD>
<TD WIDTH=75%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                                        for purposes of caring for the child during the period immediately
                                                     fol-lowing the birth or placement for adoption, or
</FONT></TD></TR>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</font></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2> &nbsp;</font></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2> &nbsp;</font></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</font></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(v)</font></TD>
<TD WIDTH=75%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                                         a leave of absence covered under the Family and Medical Leave Act of
                                                     1993.
</FONT></TD></TR></table>
<TABLE WIDTH=100% CELLPADDING=3 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</font></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2> &nbsp;</font></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2> &nbsp;</font></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</font></TD>
<TD WIDTH=80%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
However,
the total number of hours of such service counted for any one (1) period shall
not exceed five hundred one (501) hours.
</FONT></TD></TR></table>
<TABLE WIDTH=100% CELLPADDING=3 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</font></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2> &nbsp;</font></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2> (4)</font></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>

For the purpose of computing continuous employment, leaves of absence may be
included which have been authorized by the Company for any of the following
reasons:
</FONT></TD></TR></table>
<TABLE WIDTH=100% CELLPADDING=3 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</font></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2> &nbsp;</font></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</font></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(a)</font></TD>
<TD WIDTH=80%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>


                                     Sickness.
</FONT></TD></TR>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</font></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2> &nbsp;</font></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</font></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(b)</font></TD>
<TD WIDTH=80%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                                         Disability.
</FONT></TD></TR>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</font></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2> &nbsp;</font></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</font></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(c)</font></TD>
<TD WIDTH=80%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
Service with the armed forces of the United States during any war or national
emergency declared by the President or the Congress, or undeclared.
</FONT></TD></TR>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</font></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2> &nbsp;</font></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</font></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(d)</font></TD>
<TD WIDTH=80%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                                        Pregnancy, not to exceed twelve (12) months.
</FONT></TD></TR>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</font></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2> &nbsp;</font></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</font></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(e)</font></TD>
<TD WIDTH=80%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                                        Public service, whether elected or otherwise.

</FONT></TD></TR>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</font></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2> &nbsp;</font></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</font></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(f)</font></TD>
<TD WIDTH=80%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
Obtaining additional education, involving periods of time not to exceed twelve
(12) months for each leave of absence granted, but only after completion of one
(1) full year of full time employment.</FONT></TD>
</TR>
</TABLE>
<TABLE WIDTH=100% CELLPADDING=3 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</font></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2> &nbsp;</font></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2> (5)</font></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>

Such leaves of absence may be counted in computing continuous employment
provided the employee returns to active employment on or before the end of such
leave of absence, and when because of service in the armed forces as stated
above, provided the employee returns to active employment with the Company
within ninety (90) days following his discharge from such service, or such
longer period during which his re-employment rights are protected by law.
</FONT></TD></TR>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</font></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2> &nbsp;</font></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2> (6)</font></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>

Any such employee who is not qualified as a participant prior to the
commencement of such a leave of absence shall not be so qualified until his
return to active employment. <U>The provisions of this Section shall be applied
</U> <U>in a like manner to all employees under similar circumstances</U>.
</FONT></TD>
</TR>
</TABLE>


<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.2
<U>Eligibility Date</U>. Except as provided in the next sentence, any employee
of the Company who becomes qualified after the effective date of this Agreement,
shall be eligible to become a participant as of the first (1st) business day of
the month coinciding with or next following the employee&#146;s qualification,
whichever first occurs. Any employee of Old American Insurance Company shall be
eligible to become a participant no earlier than November 1, 1992 and in
accordance with the terms of the Adoption Agreement dated December 19, 1991. <br>

&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.3
<U>Company to Furnish Eligibility Lists</U>. Each month, the Company shall
transmit to the Committee the names of all employees and such other information
concerning them as the Committee may request. The Committee shall then determine
the employees who are eligible, or who will be eligible as of the first (1st)
business day of each month to become participants and shall notify each such
employee in writing of the existence of this Trust and of its basic provisions,
and of the employee&#146;s eligibility, and shall provide a form or application
for participation, and such other forms, if any, as may be required to effect
participation. <br>

&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.4
<U>Election to Participate</U>. Any eligible employee who desires to become a
participant must execute and deliver to the Committee an application for
participation on the form provided by the Committee and such other forms, if
any, as may be required. In such application for participation, the employee
shall agree to be bound by the terms of this Plan and Trust and of all
amendments hereafter adopted with the same force and effect as if the employee
had executed this Plan and Trust, and shall set forth such reason-able
information as may be required by the Committee to effect participation and
maintain the qualified status of this Plan and Trust. <br>

&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.5
<U>Failure to Elect</U>. Any employee who fails to elect to become a participant
at the time of first becoming eligible, may elect to commence participation on
the first (1st) business day of any succeeding month provided the employee shall
then be eligible. Any employee on a leave of absence authorized by the Company,
as defined in Subparagraph A(4) hereinabove, at a time when he or she could
otherwise be eligible to become a participant, shall be eligible on the first
(1st) business day of the first (1st) month coinciding with or next following
return to active employment with the Company provided that on such date he shall
meet the eligi-bility requirements. <br>

&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.6
<U>Participation and Service on Re-employment</U>. Subject to the provisions of
this Plan, participation in the Plan by an employee shall cease upon termination
of employment with the Company. Upon an employee&#146;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. <br>

&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Upon
the re-employment by the Company of any person whose participation has been
terminated from January 1, 1976 through December 31, 1984, the following rule
shall apply in determining his participation and vesting in the Plan: </FONT></P>

<TABLE WIDTH=100% CELLPADDING=3 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</font></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2> (a)</font></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
<U>Participation - before a break in service</U>: If the employee is rehired
before he has a one (1) year break in service, he shall be eligible to
participate in the plan on the first (1st) business day of the month immediately
following the date of his re-employment if he shall be otherwise qualified.
</FONT></TD></TR>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</font></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</font></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
<U>After
a break in service</U>: If an employee is rehired after he has a one (1) year
break in service, he shall be eligible to participate in the Plan upon his
completion of the requirements set forth in Paragraph 2.1 herein.
</FONT></TD></TR>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</font></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(b)</font></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
<U>Service - for vested participants</U>: In the case of a person who was vested
when his prior period of employment terminated, any service attributable to his
prior period of employment shall be reinstated as of the date of his
reparticipation and he shall be vested immediately upon his reparticipation.
</FONT></TD></TR>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</font></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</font></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
<U>For
other persons</U>: In the case of a re-employed employee who was not a
participant in the Plan during his prior period of employment, or in the case of
a participant who was not vested when his prior period of employment terminated,
any service attributable to his prior period of employment shall be restored
only if the number of consecutive years of his break in service was less than
the aggregate number of his years of prebreak service.</FONT></TD>
</TR>
</TABLE>
<BR>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Upon
the re-employment by the Company of any person who has been terminated on or
after January 1, 1985, the following rules shall apply in determining his
participation and vesting in the Plan: </FONT></P>

<TABLE WIDTH=100% CELLPADDING=3 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</font></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2> (a)</font></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
<U>Participation - before a five (5) year break in service</U>: If the employee
is rehired before the number of one (1) year breaks in service equals or exceeds
the greater of five (5) consecutive years of service, or the aggregate number of
years of service earned before the consecutive breaks in service, he shall be
eligible to participate in the Plan on the first (1st) business day of the month
immediately following the date of his re-employment if he shall be otherwise
qualified. This rule of parity will apply to employees who had no vested
interest on separation of employment.
</FONT></TD></TR>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</font></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</font></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
<U>After
a five (5) year break in service</U>: If an employee is re-hired and he does not
qualify for participation or vesting under the rule in the above Paragraph, he
shall be eligible to participate in the Plan upon his com-pletion of the
requirements set forth in Paragraph 2.1 herein.
</FONT></TD></TR>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</font></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(b)</font></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
<U>Service - for vested participants</U>: In the case of a person who was fully
or partially vested in his Fund III account when his prior period of employment
terminated, any service attributable to his prior period of employment shall be
reinstated as of the date of his re-employment and he shall participate
immediately and also be vested in accordance with prior years of service.
</FONT></TD></TR>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</font></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</font></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
<U>For
other persons</U>: In the case of a re-employed employee who was not a
participant in the Plan during his prior period of employment, or in the case of
a participant who was not vested when his prior period of employment terminated,
any service attributable to his prior period of employment shall be restored
unless the number of one (1) year breaks in service equals or exceeds the
greater of five (5) consecutive years of service, or the aggregate number of
years of service earned before the consecutive breaks in service.
</FONT></TD></TR>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</font></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</font></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
<U>Sunset
Life and Old American Insurance Company</U>: If an employee&#146;s employment
with either Kansas City Life Insurance Company, Sunset Life Insurance Company of
America, Old American Insurance Company, or any other affiliated corporation of
Kansas City Life Insurance Company, shall be terminated and he is subsequently
employed by any other of the affiliated corporations, his employment shall be
treated as if under one (1) employer for the purpose of this Plan.</FONT></TD>
</TR>
</TABLE>


<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.7
In determining whether a break in service has occurred, and not for purposes of
determining a participant&#146;s vesting service, the hours described in
Paragraph 2.1A(3)(e) above shall be treated as hours of service (i) only in the
year in which the absence from work begins, if a participant would be prevented
from incurring a one (1) year break in service in such year solely because the
period of absence is treated as hours of service as provided in Paragraph
2.1A(3)(e), or (ii) in any other case, in the immediately following year. </FONT></P>
<P align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                                                     ARTICLE III</font></p>
<P align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2><u>
                                                Member Contributions</u></font></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3.1
<U>Rate of Contribution</U>. Commencing January 1, 1988, each participant may
elect to enter into a compensation reduction agreement with the Company by which
a contribution will be made for his or her respective account in an amount
equivalent to one percent (1%) (commencing September 1, 1993), two percent (2%),
three percent (3%), four percent (4%), five percent (5%), six percent (6%),
seven percent (7%), eight percent (8%), nine percent (9%), ten percent (10%),
and commencing January 1, 1998, eleven percent (11%), twelve percent (12%),
thirteen percent (13%), fourteen percent (14%), or fifteen percent (15%), and
commencing January 1, 2002, any percentage not to exceed one hundred percent
(100%) of his unreduced monthly salary or earnings, whichever may be applicable;
provided however, that no contribution in excess of five percent (5%), and,
commencing January 1, 1994, six percent (6%), shall be made for any participant
who shall be classified as a highly compensated person. A participant may elect
to change his contribution percentage rate as of the first (1st) day of any
month, but not more than once in any six (6) month period, by giving such
written notice as shall be prescribed by the Committee. However, this limitation
shall not apply to a change in contribution percentage rate effective January 1,
1994 made by a highly compensated person, a change in contribution percentage
rate made by any participant that was effective January 1, 1998, or a change in
contribution percentage rate effective January 1, 2002 made by a participant who
is not a highly compensated person. The contribution for each participant shall
be paid to the Trustees not less often than monthly and credited to the
respective participant&#146;s accounts. No contribution for a participant shall
exceed ten thousand dollars ($10,000.00) each calendar year, subject to annual
adjustments pursuant to Internal Revenue Code Sections 415(d), 402(g) and
regulations. The contributions herein may sometimes be referred to as the
participant&#146;s &#147;elective account&#148;. <br>

&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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
limitation contained in Code Section 402(g) in effect for such taxable year,
except for catch-up elective contributions permitted in the following paragraph
and Code Section 414(v). <br>

&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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 contri-butions 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. <br>

&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3.2  <u>Salary or Compensation Defined</u>.
</font></p>

<TABLE WIDTH=100% CELLPADDING=3 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</font></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2> A.</font></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
For the purposes of Paragraph 3.1 herein and with respect to employees of the
Company, the term &#147;salary&#148; or &#147;compensation&#148;, 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, 1994, one hundred fifty thousand dollars
($150,000.00), and, 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.
</FONT></TD></TR>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</font></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2> B.</font></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
The one hundred fifty thousand dollar ($150,000.00) amount shall be adjusted at
the same time and in such manner as permitted under Code Sections 401(a)(17),
415(d) and regulations thereunder. 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, 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).
</FONT></TD></TR>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</font></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2> C.</font></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
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:
</FONT></TD></TR>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</font></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2> &nbsp;</font></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
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&#146;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&#146;s compensation.
</FONT></TD></TR>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</font></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2> &nbsp;</font></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>

                  The family aggregation rules shall not apply effective January 1, 1997.
</FONT></TD></TR></table>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3.3
<U>Suspension of Contributions</U>. A participant may suspend his compensation
reduction agreement as of the last day of any month by giving such notice as
shall be prescribed by the Com-mittee, and no contribution shall be made during
such suspension period. Such suspension may last indefinitely. The participant
may resume his compensation reduction agreement on the first (1st) day of any
month following the expiration of six (6) months from the date his agreement was
suspended, providing he shall then be eligible to participate, by giving such
notice as shall be prescribed by the Committee. <br>

&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3.4  <u>Distribution Conditions</u>.  The balance in each partici-pant's elective account shall be fully vested
at all times and shall not be subject to forfeiture for any reason.  Amounts held in the participant's elective
account may not be distributable prior to the earlier of,</font></p>
<TABLE WIDTH=100% CELLPADDING=3 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</font></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2> (1)</font></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>

              his retirement, termination of employment or death;
</font></TD></tr>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</font></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2> (2)</font></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
               his attainment of age fifty-nine and one-half (59 1/2);
</font></TD></tr>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</font></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2> (3)</font></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>

             termination of the Plan without establishment of a successor Plan by the Company or an
                  affiliated employer;
</font></TD></tr>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</font></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2> (4)</font></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>

the date of the sale by the Company to an entity that is not an affiliated
employer of substantially all the assets, within the meaning of Code Section
409(d)(2), with respect to a participant who continues employment with the
corporation acquiring such assets;
</font></TD></tr>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</font></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2> (5)</font></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>

the date of the sale by the Company or an affiliated employer of its interest in
a subsidiary to an entity which is not an affiliated employer with respect to a
participant who continues employment with such sub-sidiary; or
</font></TD></tr>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</font></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2> (6)</font></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>


              proven financial hardship, subject to the limitations of Section 3.5.
</font></TD></tr></table>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;For
distributions occurring after December 31, 2001, a participant&#146;s elective
contributions and earnings attributable to those contributions shall be
distributed on account of the parti-cipant&#146;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. <br>

&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In
the event that the dollar limitation provided for in Para-graph 3.1 is exceeded,
the Administrative Committee shall direct the Trustees to distribute such excess
amount, and any income allocable to such amount, to the participant not later
than April 15th following the close of the participant&#146;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&#146;s elective account or the
amount of the contribution made for such participant&#146;s elective account in
the calendar year resulting from his salary reduction agreement. <br>

&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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&#146;s taxable year, the participant may, not
later than March 1st following the close of his taxable year, notify the
Administrative Committee in writing of such excess and request that his deferred
compensation to this Plan be reduced by an amount specified by the participant.
Such amount shall then be distributed in the same manner as provided in the
previous Paragraph. <br>

&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3.5
<U>Withdrawal, Extreme Financial Necessity</U>. The Adminis-trative Committee,
in its sole discretion, may direct the Trustees to distribute to any participant
or his beneficiary up to one hundred percent (100%) of the participant&#146;s
elective account, valued as of the most recent valuation date, in the case of
proven extreme financial necessity. Commencing January 1, 1988, such
distribution shall be limited solely to the participant&#146;s deferred
compensation without regard to any earnings on such deferred com-pensation.
Withdrawal under this section shall only be authorized in the event of financial
hardship resulting from accident to or sickness of a participant or his
dependents; or financial hardship resulting from the establishing or preserving
of the home in which the participant resides, provided funds are not reasonably
available from other financial resources to the participant. Furthermore, any
withdrawal pursuant to the provisions of this section shall be governed by the
provisions of ARTICLE IX herein regarding suspension of participation and
forfeitures, except that the period of suspension shall be twelve (12) months,
and the Administrative Committee&#146;s determination with respect to any
question herein shall be final. However, a participant who receives a
distribution from his elective account after December 31, 2001 on account of
hardship shall be prohibited from making contributions to his elective account
for six (6) months after receipt of the distribution. A participant who receives
a distribution from his elective account in calendar year 2001 on account of
hardship shall be prohibited from making contributions to his elective account
for six (6) months after receipt of the distribution or until January 1, 2002,
if later. Withdrawals pursuant to this Paragraph may not be made by an
individual who is an alternate payee under a Qualified Domestic Relations Order
and for whom an account is being separately maintained, nor shall withdrawals
pursuant to this Paragraph be made by a former employee who was a participant
and who has not withdrawn all the value of his elective account pursuant to
Paragraph 10.4. <br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company and the Administrative Committee shall adopt procedures necessary to implement the
compensation reduction elections provided for herein.<br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3.6
<U>Compensation Reduction Limitations</U>. To insure continued qualification of
the Plan, a test sometimes referred to as the &#147;actual deferral percentage
test&#148; 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. <br>

&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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:</font></p>


<TABLE WIDTH=100% CELLPADDING=3 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(a)</FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
Any distribution under this Paragraph shall be made on or before the fifteenth
(15th) day of the third (3rd) month following the end of the Plan year, but in
no event later than the close of the following Plan year, which in this case is
a calendar year, and shall be determined in the following manner:
</FONT></TD></TR>
</TABLE>
<TABLE WIDTH=100% CELLPADDING=3 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(i)</FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
The dollar amount of excess contributions for each highly compensated participant
                                    shall be calculated.
</FONT></TD></TR>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(ii)</FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>

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

</FONT></TD></TR>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(iii)</FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>

The contributions resulting from the com-pensation reduction agreement
(&#147;elective contributions&#148;) of the highly compensated participant with
the highest dollar amount of elective contributions shall be reduced by the
amount required to cause that highly com-pensated participant&#146;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.
</FONT></TD></TR>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(iv)</FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>

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.
</FONT></TD></TR></table>

<TABLE WIDTH=100% CELLPADDING=3 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(b)</FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
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 &#147;gap period&#148; for &#147;Plan year&#148; in the fraction.</FONT></TD>
</TR>
</TABLE>
<BR>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3.7  <u>Deferral Percentage Test</u>.
</font></p>
<TABLE WIDTH=100% CELLPADDING=3 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(a)</FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
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:
</FONT></TD></TR>
</TABLE>
<TABLE WIDTH=100% CELLPADDING=3 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>1.</FONT></TD>
<TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>

                      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
</FONT></TD></TR>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>2.</FONT></TD>
<TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>

The excess of the actual deferral percentage for the highly compensated
participant group over the actual deferral percentage for the nonhighly
compensated participant group shall not be more than two (2) percentage points
or such lesser amount determined pursuant to regulations to prevent the multiple
use of this alternative limitation with respect to any highly compensated
participant. Additionally, the actual deferral percentage for the highly
compensated participant group shall not exceed the actual deferral per-centage
for the nonhighly compensated participant group multipled by two (2).
</FONT></TD></TR></table>
<TABLE WIDTH=100% CELLPADDING=3 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(b)</FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
For the purposes of this section, actual deferral percentage means, with respect
to the highly compensated participant group and nonhighly compensated
participant group for a Plan year the average of the ratio, cal-culated
separately for each participant in such group, of the amount of contribution
allocated to each partici-pant&#146;s account resulting from compensation
reduction agreements, unreduced by distributions made pursuant to Paragraph 3.5
for such Plan year, to such participant&#146;s compensation for such Plan year.
In addition, for purposes of this section, highly compensated participant and
non-highly compensated participant shall include any employee eligible to enter
into a compensation reduction agreement whether or not such agreement was made,
or suspended under the provisions of this Plan.
</FONT></TD></TR>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(c)</FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
In the application of the tests referred to above, the Plan shall take elective
contributions into account for the Plan year only if attributable to
compensation that would be received by the participant during the Plan year, or
earned during the Plan year and received within two and one-half (2 1/2) months
after the end of the Plan year. Such contribution shall be taken into account
for a Plan year only if it is allocated to the participant&#146;s account on a
day within the Plan year.</FONT></TD>
</TR>
</TABLE>


<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3.8
<U>Actual Contribution Percentage (ACP) Test</U>. In addition to the
&#147;actual deferred percentage test&#148; referred to in Paragraph 3.6 above,
the Plan must comply with the &#147;actual contribution percentage test&#148;
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. </FONT></P>

<TABLE WIDTH=100% CELLPADDING=3 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(a)</FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
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.
</FONT></TD></TR>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(b)</FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
For purposes of this Paragraph, income means the income or loss allocable to
excess aggregate contributions which shall equal the sum of the allocable gain
or loss for the Plan year and the allocable gain or loss for the period between
the end of the Plan year and the date of distri-bution (gap period). The income
or loss allocable to excess aggregate contributions for the Plan year and gap
period is calculated separately by multiplying the income or loss allocable to
matching contributions by a fraction. The numerator of the fraction is the
amount of excess aggregate contributions made on behalf of the employee for the
Plan year or gap period. The denomi-nator is the total account balance of the
employee attributable to matching contributions as of the end of the Plan year
or gap period reduced by the gain allocable to such total amount for the Plan
year or gap period and increased by the loss allocable to such total amount for
the Plan year or gap period.
</FONT></TD></TR>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(c)</FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
All such distributions shall be made on or before the fifteenth (15th) day of
the third (3rd) month following the end of the Plan year in which the excess
aggregate contributions were made, and no later than the end of the following
Plan year.
</FONT></TD></TR>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(d)</FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
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.
</FONT></TD></TR>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(e)</FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>

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

</FONT></TD></TR>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(f)</FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
Furthermore, with respect to the application of the actual deferred percentage
test and the actual contribution percentage test, the multiple use of
alternative limitation rule may be applied. For this purpose, proposed
Regulation 1.401(m)-2 is hereby incorporated by reference.</FONT></TD>
</TR>
</TABLE>
<BR>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3.9
<U>Combined Deferral Plans</U>. 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. <br>

&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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. <br>

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

&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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.<br>

&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3.10  <u>Rollover Contributions</u>.
</font></p>

<TABLE WIDTH=100% CELLPADDING=3 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>A.</FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
Rollover of distribution from qualified plan. Effective January 1, 1998, an
employee of the Company may, in accordance with procedures approved by the
Administrative Committee, contribute to the Plan, as a rollover con-tribution,
part or all of a cash distribution, or cash proceeds from a sale of property
included in a distribution, that qualifies as an &#147;eligible rollover
distribution&#148;, 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 service and
age qualification requirements of Paragraph 2.1A(1) and (2).
</FONT></TD></TR>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
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.
</FONT></TD></TR>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
An
employee shall not be permitted to make a rollover contribution of any amount
that is or has been in an individual retirement account or an individual
retirement annuity, as defined in Code Section 408, regardless of whether such
amount originated in a plan qualified under Code Section 401(a) in which the
employee was a participant.
</FONT></TD></TR>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
Beginning
January 1, 2002, an employee shall not be permitted to make a rollover
contribution of any amount to this Plan from, nor may the Trustee receive a
direct rollover to this Plan of any amount from, an annuity plan described in
Code Section 403(a), or an annuity contract 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.
</FONT></TD></TR>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>B.</FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
Accounting for and distribution of contributions. All amounts received as
rollover contributions pursuant to Paragraph A of this section shall be credited
to the employee&#146;s &#147;elective account&#148; as if they were partici-pant
contributions pursuant to a compensation reduction agreement. They shall be
invested in the same way that contributions under Paragraph 3.1 are invested,
and they shall be subject to the same rules as apply to contri-butions under
Paragraph 3.1 relating to withdrawal and distributions. Rollover contributions
shall be one hundred percent (100%) vested at all times.
</FONT></TD></TR>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>

                  Nothwithstanding the preceding provisions of this section

</FONT></TD></TR></table>
<TABLE WIDTH=100% CELLPADDING=3 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(1)</FONT></TD>
<TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>


                      rollover contributions shall not be treated as annual additions for purposes of Code
                           Section 415; and
</FONT></TD></TR>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(2)</FONT></TD>
<TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=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).
</FONT></TD></TR></table>
<P align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                                                     ARTICLE IV</font></p>
<P align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2><u>
                                           Matching Company Contributions</u></font></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.1
<U>Rate of Contribution</U>. The Company shall, with respect to each participant
qualified under Paragraph 2.1A (1) and (2), contribute to the Trustees as soon
as practicable after the end of each month, out of its current or accumulated
earnings and profits as shown on the books used in preparing its annual reports,
without regard to whether it has any current or accumulated earnings and profits
for federal income tax purposes, a matching amount determined as follows: </FONT></P>

<TABLE WIDTH=100% CELLPADDING=3 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(a)</FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>

        for employees for whom compensation reduction agreements were in effect on December 31, 1997,
                  and
</FONT></TD></TR>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(b)</FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
for employees hired by the Company in 1997 or earlier who are not eligible to
make compensation reduction agree-ments as of December 31, 1997 but who choose
to make compensation reduction agreements when they first become eligible to
participate, the Company shall match the
participant&#146;s compensation reduction $1.00 for each $1.00 deferred, with a
maximum of six percent (6%) of a participant&#146;s compensation.

</FONT></TD></TR>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(c)</FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
for all other employees, the matching amount contributed by the Company shall
vary depending on the employee&#146;s years of employment [as defined in
Paragraph 8.1], as follows:</FONT></TD>
</TR>
</TABLE>
<BR>
<pre>
                                      Matching Amount per
                                        $1.00 Deferred
                                      (Counting Deferrals
       <u>Years of Employment</u>         <u>up to 6% of Compensation)</u>

      Less than 5                        $0.50
              5 - 9                           0.75
           10 or More                         1.00
</pre>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Company
contributions with respect to a participant shall be paid into the Trust and
credited to such participant&#146;s account with respect to Fund III. Effective
January 1, 2002, Company matching contributions at the applicable matching
amount shall continue to be made for the remainder of a year on behalf of a
participant who attains the elective contribution dollar limitation contained in
Internal Revenue Code Section 402(g) during a year. However, the Company will
not contribute a matching amount based upon any catch-up elective contributions
made by a participant as permitted in Paragraph 3.1. <br>

&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.2
<U>Discretionary Profit Sharing Contribution</U>. 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 2.1A (1) and (2) to participate in the Plan
who is employed on the last day of the Plan year based on profits regardless of
whether the employee has elected to make compensation reduction contributions.
The profit sharing contribution shall be in the form specified in Paragraph 4.3
and shall be accounted for in Fund III. The profit sharing contribution shall be
allocated to each employee in the proportion that each employee&#146;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&#146;s compensation for the Plan year. <br>

&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.3
<U>Form of Payment</U>. The contributions of Kansas City Life Insurance Company
may be made in cash, in treasury stock or in shares of authorized but unissued
stock of Kansas City Life Insurance Company. If the Company or any affiliated
participating company shall make its contribution in cash, the Trustees shall
have the authority to purchase shares, acting independently as to when purchases
are made, the number of shares to be purchased, the prices to be paid, and the
broker, if any employed, to effect the purchases. The contributions of any
participating affiliated corporation shall be converted to stock in such manner
as shall be satisfactory to the Trustees and the respective companies from time
to time. For purposes of fixing the amount of contributions made with shares of
treasury stock, or shares of authorized but unissued stock, and commencing with
the valuation date of the Plan in June, 1982, such stock shall be valued at the
average of its bid price on the over-the-counter market for all business days
following the previous monthly valuation date. In the event the Company is
precluded from delivering such shares to the Trustees by law or because of the
unavailability of such shares, the Company&#146;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. </FONT></P>
<P align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                                                      ARTICLE V</font></p>
<P align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2><u>
                                             Investment of Contributions</u></font></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;5.1
<U>Investment of Funds</U>. Contributions to the Trust shall be invested in
accordance with the authority granted to the Trustees pursuant to the provisions
of this Plan and Trust. It is con-templated that the contribution made by the
Company from time to time be in the form of shares of the Company stock, and
that cash contributions to the Trust, whether by the Company or the
parti-cipant, may be used for the purchase of Company stock. <br>

&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;5.2
<U>Voting of Shares</U>. The Trustees shall vote the shares of stock of the
Company for the respective accounts of the partici-pants only in accordance with
the directions of such participants, which directions may be certified to the
Trustees by the Committee, or any agent designated thereby, provided such
directions are received by the Trustees at least five (5) days before the date
set for the meeting at which such shares are to be voted. Shares with respect to
which no such direction shall be received and the fractional shares shall be
voted by the Trustees in the same proportions as are shares as to which voting
instructions have been received. <br>

&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;5.3
<U>Tender Offer</U>. 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. <br>

&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Upon
notice from the Trustees of the Plan, and subject to their rules of procedure
then issued, each participant may direct the Trustees to sell, offer to sell,
exchange or otherwise dispose of the common capital stock of Kansas City Life
Insurance Company allocated to such participant in Fund II and Fund III. The
participant&#146;s direction may apply to either or both of said funds. Any such
action shall only be in accordance with the provisions, conditions and terms of
such tender offer and the provisions of this Plan. <br>

&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Trustees shall sell, offer to sell, exchange or otherwise dispose of the common
stock allocated to Fund II and Fund III of the participants with respect to
which they have received directions to do so pursuant to this ARTICLE. <br>

&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;To
the extent to which participants do not instruct the Trustees or do not issue
valid directions to the Trustees to sell, offer to sell, exchange or otherwise
dispose of the common stock allocated to their Fund II and/or Fund III, such
participants shall be deemed to have directed the Trustees that such shares
shall remain invested in said common capital stock. <br>

&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If
a participant&#146;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. <br>

&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;At
such time as cash is received for the benefit of a tendering participant, such
cash shall be maintained in an escrow account for the benefit of such
participant until such time as the Trustees shall determine that the
reinvestment of the funds in the accounts of Fund II and/or Fund III shall be
appropriate. Interest as earned by the Trustees in such escrow account shall be
credited to the accounts of those participants whose cash is held. The
availability of such cash for investment shall be the primary objective of the
Trustees in the selection of the escrow account. </FONT></P>
<P align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                                                     ARTICLE VI</font></p>
<P align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2><u>
                               Allocation to and Evaluation of Participants' Accounts</u></font></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.1
<U>Investment Funds</U>. The value of all Trust assets shall be determined on
the basis of market values as of the last market business day of each month,
except that the Kansas City Life stock shall be valued at the average of its bid
price on the over-the-counter market for all business days following the
previous monthly valuation date. Accounting procedures shall reflect the
establish-ment of at least four (4) separate funds, sometimes herein referred to
as Fund I, Fund II, Fund III and Fund IV, with the intent that all
participants&#146; contributions, and any earnings thereon, will be accounted
for in Fund I, Fund II and Fund IV, and with the intent that all Company
contributions, and any earnings thereon, will be accounted for in Fund III.
Commencing January 1, 1988, the Administrative Committee may elect to establish
new or subaccounts within the four (4) funds referred to herein for the purpose
of separately accounting for the participants&#146; elective deferral accounts
and the Company&#146;s equivalent matching contributions. Commencing September
1, 1993, five (5) additional Funds (and new or subaccounts within them) shall be
established, hereinafter called Fund V, Fund VI, Fund VII, Fund VIII and Fund
IX, for the purpose of separately accounting for the participants&#146; elective
deferral accounts and accounts attributable to the participants&#146;
contribu-tions prior to January 1, 1988, and earnings thereon. Commencing July
1, 2001, one (1) additional fund (and new or subaccount within it), hereinafter
called Fund X, shall be established for the same purpose. Contributions to Funds
I, IV, V, VI, VII, VIII, IX and X shall be invested by the Trustees in general
investments pursuant to ARTICLE XIV. Contributions to Fund II shall be invested
in shares of the Company stock pursuant to Paragraph 6.5, and the contributions
to Fund III shall be in the form of shares of the Company stock pursuant to
ARTICLE IV. There shall be no guarantee regarding interest or gain, nor shall
there by an guarantee against loss of principal in any of these Funds. It is
intended that the Plan comply with Section 404(c) of the Employee Retirement
Income Security Act of 1974. <br>

&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.2
<U>Participants&#146; Accounts</U>. An account shall be established for each
participant with respect to Fund I, Fund II and with respect to Fund III, Fund
IV, Fund V, Fund VI, Fund VII, Fund VIII, Fund IX and Fund X or any other such
fund that reasonable accounting practices shall require be established. All
Funds shall be maintained in United States dollars. A determination shall be
made on each monthly valuation date of the value with respect to each fund, and
shall reflect contributions made by both the participant and the Company and any
gains or losses of the funds. Each participant shall be provided a statement of
his accounts, reflecting the value thereof, not less often than annually.
Notwithstanding the foregoing, the Company shall have the right to change the
method of accounting from time to time except that no participant&#146;s account
balances shall be reduced because of such change. <br>

&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.3
<U>Selected Investments</U>. Each participant shall have the right to require
the Trustees to invest all or a portion of his monthly contribution in either
the assets of Fund I, Fund II or Fund IV. He shall initially indicate his choice
at the time he commences his participation, in accordance with the requirements
of the Committee, and he may subsequently request changes in accord-ance with
the provisions of Paragraph 6.4 herein. His contributions shall so be invested
under one of the following options: </FONT></P>

<TABLE WIDTH=100% CELLPADDING=3 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(a)</FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
One hundred percent (100%) in Fund I, one hundred percent (100%) in Fund II or
one hundred percent (100%) in Fund IV.
</FONT></td></tr>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(b)</FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
               Thirty-three and one-third percent (33 1/3%) in each of Funds I, II and IV.
</FONT></td></tr>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(c)</FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
               Fifty percent (50%) in each of any two (2) of Funds I, II and IV.
</FONT></td></tr></table>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Commencing
September 1, 1993, a participant may require the Trustees to invest all or a
portion of his monthly contribution in either the assets of Fund I, Fund II,
Fund IV, Fund V, Fund VI, Fund VII, Fund VIII or Fund IX, and commencing July 1,
2001, Fund X. His contributions may be invested one hundred percent (100%) in
any one of these Funds, or, if he wishes to invest in more than one (1) Fund, he
shall specify the percentage to be invested in each Fund. However, such
percentage must be a whole percentage, for example, one percent (1%), twenty-six
percent (26%) or eighty percent (80%), and no fractional percentages will be
permitted. <br>

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

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

&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Commencing
September 1, 1993, a participant shall have the right, not more often than once
a month and not withstanding any transfers made in the twelve (12) months prior
to September 1, 1993, to require that the value of any one (1) or more of his
accounts be transferred for investment for his account in any of Funds I, II,
IV, V, VI, VII, VIII or IX, and, commencing July 1, 2001, Fund X provided that
such transfer shall be made in whole percentages. This right shall not apply to
Fund III, and a participant that transferred the value of his account from Fund
II to another fund in the six (6) months prior to September 1, 1993 may not
transfer any amount into Fund II until at least six (6) months after the date of
said transfer from Fund II. Thereafter, transfers to or from Fund II may occur
only once in a six (6) month period. All transfers shall be governed by
reasonable rules of the Administrative Committee regarding the timeliness of
notice. <br>

&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.5
<U>Fund II Assets</U>. A participant&#146;s contributions allocated to Fund II
pursuant to Paragraph 6.3 herein shall be invested in shares of the Company
stock subject to the limitations herein. Such shares shall be purchased by the
Trustees, acting indepen-dently as to when purchases are made, the number of
shares to be purchased, the prices to be paid, and the broker, if any employed
to effect the purchases; provided however, that during any period during which
the Company or the Trustees are precluded from making purchases of Kansas City
Life Insurance Company shares by law, or at any other time the Trustees may
elect and the Company shall agree, if permitted by law, the Trustees may
purchase shares of the Company&#146;s treasury stock or shares of its authorized
but unissued stock. Such stock shall be valued in accordance with Paragraph 4.2
herein. In the event the Company does not agree to sell its treasury stock or
authorized but unissued stock, and if the Trustees are precluded from buying or
are unable to buy such stock on the market, the Trustees shall invest such
contributions until such time as shares of the Company stock shall be available
for purchase by the Trustees. <br>

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

&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.7
<U>Fund IV Account and Additional Fund Accounts</U>. Commencing with the first
(1st) valuation date in January, 1977, Fund IV shall then and thereafter be
placed on the unit valuation system, as prescribed by Paragraph 6.2 herein, and
the following amended provisions of this Paragraph 6.7 shall also then apply.
This fund shall now be maintained in United States dollars. Commencing January
1, 1988, Fund IV and commencing September 1, 1993, Fund V, Fund VI, Fund VII,
Fund VIII and Fund IX, and, commencing July 1, 2001, Fund X shall be invested by
the Trustees in general investments pursuant to ARTICLE XIV. There shall be no
guarantee regarding interest, nor shall there be any guarantee against loss of
principal. All gains or losses, if any, shall be allocated to the accounts of
the participants in the Funds when realized. </FONT></P>
<P align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                                                     ARTICLE VII</font></p>
<P align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2><u>
                                       Allocation of Fiduciary Responsibility</u></font></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.1
<U>Fiduciaries</U>. 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. <br>

&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.2
<U>Administration</U>. The Administrative Committee shall have the sole
responsibility for the administration of this Plan, which responsibility is
specifically described in ARTICLE XII herein. <br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.3 <U>Trustees</U>. The Trustees
shall have the sole responsi-bility for the administration and management of the
assets held pursuant to this Plan and Trust, all as specifically provided for
herein. <br>

&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.4
<U>Duties</U>. Each fiduciary warrants that any direction given, information
furnished, or action taken by it shall be in accordance with the provisions of
the Plan and Trust, authorizing or providing for such direction, information, or
action. Further-more, each fiduciary may rely upon any such direction,
information, or action of another fiduciary as being proper under this Plan, and
is not required herein to inquire into the propriety of any such direction,
information, or action. It is intended under this Plan that each fiduciary shall
be responsible for the proper exercise of its own powers, duties,
responsibilities, and obligations pursuant to the Plan and shall not be
responsible for any act or failure to act of another fiduciary. No fiduciary
guarantees the Trust fund in any manner against investment loss or depreciation
in asset value. </FONT></P>


<P align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>


                                                    ARTICLE VIII</font></p>
<P align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2><u>
                                                       Vesting</u></font></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;8.1
<U>Vesting of Company Contributions</U>. Commencing January 1, 1988, the value
of a participant&#146;s account with respect to Company contributions made for
his benefit shall be vested, to the extent of the percentage applicable, upon
the valuation date of the month in which the participant completes the years of
employment with the Company in accordance with the following schedule: </FONT></P>
<pre>
                Years of             Percentage
               <u>Employment</u>            <u>  Vested  </u>


                  1                       0
                   2                       0
                   3                      30
                   4                      40
                   5                      60
                   6                      80
                   7                     100
</pre>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Commencing
January 1, 2002, for a participant who completes one (1) hour of service after
December 31, 2001, the value of a participant&#146;s account with respect to
Company contributions made for his benefit shall be vested 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: </FONT></P>
<pre>
                Years of             Percentage
               <u>Employment</u>           <u>   Vested   </u>


                   1                      0
                   2                     20
                   3                     40
                   4                     60
                   5                     80
                   6                    100
</pre>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>A &#147;year of
employment&#148; shall be deemed to mean twelve (12) con-secutive monthly
periods of employment with the Company, dating from the commencement of
employment, during which he or she shall complete at least one thousand (1,000)
hours of employment. Beginning January 1, 1998, a &#147;year of employment&#148;
shall mean one thousand (1,000) hours of employment during the calendar year. An
employee who completes one thousand (1,000) hours of employment in the twelve
(12) month period beginning with his date of employment in 1997 (or an
anniversary of his date of employment if he began his employment before 1997)
and also completes one thousand (1,000) hours of employment in the 1998 calendar
year will be credited with two (2) years of employment for purposes of this
Paragraph. How-ever, years of employment of an employee of Old American
Insurance Company prior to November 1, 1991 shall not be taken into account for
purposes of this ARTICLE VIII. If an employee&#146;s employment with either
Kansas City Life Insurance Company or one of its affiliated corporations shall
be terminated, and he is immediately employed by any other of such affiliated
corporations, his employment shall be regarded as continuous and treated as if
under one (1) employer for vesting purposes. <br>

&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In
the event a participant shall be terminated from employment with the Company or
any of its affiliated corporations, by reason of death or retirement, the value
of his or her account with respect to Company contributions shall be one hundred
percent (100%) vested upon the valuation date of the month in which such death
or retirement occurs. <br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The value of a participant's account with respect to his or her personal contributions, and accounted
for in Fund I, Fund II, Fund IV, Fund V, Fund VI, Fund VII, Fund VIII, Fund IX and Fund X shall be fully vested
at all times.<br>

&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;8.2
<U>Vesting of Company Contributions upon Termination of Plan</U>.
Notwithstanding any other provision hereof, the full value of a
participant&#146;s account, including not only his own contribu-tions and the
earnings thereon, but the contributions of the Company, and any earnings
thereon, shall be fully vested in him when and if the Plan shall at any time be
terminated for any reason, or upon the complete discontinuance of Company
contribu-tions hereunder, or upon termination of employment of a group of
participants constituting a partial termination of the Plan. </FONT></P>
<P align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                                                     ARTICLE IX</font></p>
<P align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2><u>
                                                 Account Withdrawals</u></font></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;9.1
<U>Optional Withdrawals</U>. Commencing January 1, 1988, a participant may elect
to withdraw at any time all or any part of the value of his accounts with
respect to Fund I, Fund II and Fund IV attributable to the participant&#146;s
contributions made prior to January 1, 1988, and, commencing September 1, 1993,
a participant may also elect to withdraw at any time all or any part of the
value of his accounts with respect to Fund V, Fund VI, Fund VII, Fund VIII or
Fund IX, and, commencing July 1,2001, Fund X attributable to the
participant&#146;s contributions made prior to January 1, 1988. However, no
withdrawal of any part of Company matching contributions allocated to his
account with respect to Fund III shall be permitted except as provided in
Paragraph 9.2; and further provided that any withdrawal of a participant&#146;s
&#147;elective account&#148; referred to in Paragraph 3.1 shall be subject to
the restrictions of Paragraph 3.5. However, withdrawals pursuant to this
Paragraph may not be made by an individual who is an alternate payee under a
Qualified Domestic Relations Order and for whom an account is being separately
maintained. No amounts attributable to the Company&#146;s profit sharing
contributions may be withdrawn under this ARTICLE IX. <br>

&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;9.2
<U>Withdrawals for Financial Need</U>. Commencing January 1, 1988, no withdrawal
of funds for financial need shall be made except as permitted pursuant to
Paragraph 3.5 herein. <br>

&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;9.3
<U>Penalty for Withdrawal</U>. Commencing January 1, 1985, any participant who
withdraws funds under Paragraph 9.1 will not be permitted to make contributions
for a period of six (6) months from the date of withdrawal. All amounts
withdrawn may be replaced, but not less than all, within five (5) years of the
date of withdrawal. No forfeiture from his account with respect to Fund III
shall occur as a result of any such withdrawals effected after January 1, 1976
if he shall be at least fifty percent (50%) vested. If the participant who makes
a withdrawal is less than fifty percent (50%) vested at the time of such
withdrawal, he shall he shall forfeit the dollar amount from his account with
respect to Fund III equivalent to fifty percent (50%) of the dollar amount his
accounts with respect to Fund I, Fund II and Fund IV (and, commencing September
1, 1993, Fund V, Fund VI, Fund VII, Fund VIII and Fund IX, and, commencing July
1, 2001, Fund X) are reduced by virtue of said withdrawal, provided however, the
amount so forfeited from Fund III shall not exceed the total dollar value of
said participant&#146;s nonvested funds determined pursuant to Paragraph 8.1
herein. The amount subject to such forfeiture shall be set aside by the Trustees
in an interest bearing account. If the participant returns the full amount of
his withdrawal to the Trustees within five (5) years of the date of withdrawal,
the full value of the amount initially set aside in the interest account shall
thereupon be reinvested and restored to his account in Fund III. The interest
earned on such amount shall be treated as interest earnings of Fund III for the
benefit of all participants in such Fund. In the event the amount withdrawn is
not returned within the time period referred to herein, the amount subject to
forfeiture shall be treated as a forfeiture in accordance with Paragraph 11.1 of
this Plan. <br>

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

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

<TABLE WIDTH=100% CELLPADDING=3 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(a)</FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
Fifty thousand dollars ($50,000.00) reduced by the excess of the highest
outstanding balance of loans to the parti-cipant during the twelve (12) month
period ending on the day before the date on which such loan is made, over the
outstanding balance of loans to the participant on the date on which such loan
is made, or
</FONT></TD></TR>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(b)</FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
The greater of ten thousand dollars ($10,000.00) or one-half (1/2) of the value
of the participant&#146;s elective accounts as of the valuation date coincident
with or next preceding the date as of which the loan is calculated.
</FONT></TD></TR>
</TABLE>
<BR>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Any
such loan shall be made for a period not to exceed five (5) years, and shall
provide for a level amortization with payments to be made not less often than
quarterly. However, loans used to acquire a primary residence of the participant
may provide for periodic repayments over a reasonable period of time that may
exceed five (5) years. <br>

&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Any
loan made pursuant to this Paragraph shall result in the reduction of the
participant&#146;s accounts reflecting the dollar amount loaned based on the
monthly valuation on which such loan is effected. A reasonable rate of interest
may be charged, as established by the Administrative Committee, and such
interest payments shall be treated as earnings of the borrower&#146;s account.
Minimum loan repayments shall be made by payroll deduction, or, if the
participant is disabled or becomes disabled and is receiving or begins to
receive payments from the Kansas City Life Disability Plan or Sunset Life
Disability Plan, by deduction from those payments or by a method of direct
payment by the disabled participant that is acceptable to the Administrative
Committee. The Administrative Committee shall have the right to deny a
parti-cipant&#146;s loan request. Loans shall become immediately due and payable
in full upon the occurrence of one of the distribution events described in
ARTICLE X. However, loans pursuant to this Paragraph will not be made to an
individual who is an alternate payee under a Qualified Domestic Relations Order
and for whom an account is being separately maintained, or to a former employee
who was a participant and who has not withdrawn all the value of his accounts
pursuant to Paragraph 10.4 unless the former employee is a party in interest as
defined in ERISA Section 3(14) with respect to the Plan. </FONT></P>
<P align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                                                      ARTICLE X</font></p>
<P align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2><u>
                                                    Distributions</u></font></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;10.1
<U>Distribution of Full Value of Accounts</U>. A participant shall be entitled
to the full value of all of his accounts in all Funds upon termination of his
employment by reason of death or retirement, in which event such accounts of
such participant shall be fully vested in him. <br>

&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;10.2
<U>Termination</U>. If prior to the termination of the Plan or the complete
discontinuance of Company contributions hereunder, in either of which event a
participant&#146;s accounts shall be fully vested, an employee
participant&#146;s termination of employment occurs for any reason other than
one of the events specified in Paragraph 10.1, and if such employee shall not
thereafter be employed by any affiliated corporation of the Company, such
participant shall then be entitled to receive his or her one hundred percent
(100%) vested interest in the full value of his account with respect to Fund I,
Fund II, Fund IV, Fund V, Fund VI, Fund VII, Fund VIII, Fund IX and Fund X and
that percentage of his or her vested interest in the value of his account with
respect to Fund III as authorized by Paragraph 8.1 herein. <br>

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

&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;10.3
<U>Method of Distribution</U>. All distributions provided under this ARTICLE
upon termination of employment, unless elected otherwise pursuant to the written
request of the participant, or the written request of said participant&#146;s
beneficiary if said participant shall not be living, shall be in the form of a
lump sum payment. If the payment is made as a result of the death of the
participant, the payment shall be made to the surviving spouse of the
participant, if any, unless the participant and the spouse have requested a
distribution in any other form as to any other benefi-ciary. Any such request
shall be written and on forms prescribed by the Administrative Committee and
made within sixty (60) days of termination of employment. Requests may be made
for distribution in one (1) of the following methods: </FONT></P>

<TABLE WIDTH=100% CELLPADDING=3 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(a)</FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
By the purchase of a nontransferable annuity providing for retirement payments
to be made in equal monthly installments for a period of one hundred twenty
(120) months certain and for the remainder of his lifetime. Any annuity contract
must comply with the minimum distribution incidental benefit requirements of
Internal Revenue Code Proposed Regulation 1.401(a)(9)-2 hereby incorporated by
reference. If the participant is married, the annuity shall be a single premium
non-transferable annuity contract in the form of a fifty percent (50%)
contingent annuity under which the participant&#146;s spouse is named as the
contingent annuitant unless the participant elects some other form in accordance
wth Subparagraph (c) below with the consent of the spouse.
</FONT></TD></TR>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(b)</FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
In the event that a lump sum payment shall be requested, the party entitled
thereto shall have the further right to require that shares of Kansas City Life
Insurance Company stock be issued to him as a part of said payment, in
accordance with the following formula: He shall have the right to withdraw the
number of said shares equal to the value that is derived by multiplying the
percentage that his account in Fund III divided by the total of all accounts in
Fund III equals, by the value of all Kansas City Life Insurance Company stock in
Fund III. He shall also be entitled to any such stock purchased for his account
in Fund II, the amount thereof to be determined in accordance with the above
formula as applied to Fund II. He shall also be entitled to receive the number
of shares of such stock which can be purchased with the value of his account
with respect to Fund I Fund IV, Fund V, Fund VI, Fund VII, Fund VIII, Fund IX
and Fund X.
</FONT></TD></TR>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(c)</FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
The Administrative Committee of the Plan, or its delegate, shall provide a
participant who is entitled to receive a joint and survivor annuity, the
information in nontechnical language, which will inform him of the availability
of the election and a general description of the joint and survivor annuity, as
well as an explanation of the circumstances in which it will be provided if a
contrary election is not made. The eligible participant shall also be advised of
the dollar difference resulting from his election and that he may obtain
additional information upon request. The participant shall be permitted to make
his election during a period of at least ninety (90) days after he is furnished
with the necessary information and which ends prior to the commencement of
benefits. The participant may waive this requirement (with any applicable
spousal consent) if the distribution commences more than seven (7) days after
such explanation is provided. If the participant requests additional
information, the election period must include at least ninety (90) days after
such information is furnished. The Committee, however, may provide that the
additional information must be requested within sixty (60) days after the
original information as to the election is first furnished to the participant.
The election is to be witnessed by a plan representative or notary public,
acknowledging the effect of the election and any specific non-spouse
beneficiary, including any class of beneficiary or any contingent beneficiary
designated under the form of benefit elected. Any spousal consent shall be
irrevocable unless revocation shall be agreed to by the participant. It is
intended that no election period shall extend beyond the par-ticipant&#146;s
retirement date.</FONT></TD>
</TR>
</TABLE>
<BR>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;10.4
<U>Commencement of Distribution</U>. All distributions shall be made or
commenced to be made as soon as practicable after the valuation date coincident
with or next following the occurrence of one of the distribution events
described in this ARTICLE X. Upon written notice to the Committee no later than
the end of the calendar month following the month in which termination occurs, a
participant (or, in case of death, his beneficiary), entitled to a lump sum
payment may make an irrevocable election to receive the value of his
distribution on January 31st of the next succeeding calendar year.
Alternatively, the participant may choose not to withdraw any of his vested
accounts when one of the distribution events occurs, and later elect to have the
distribution made upon written notice before a subsequent valuation date.
However, unless the participant chooses to receive the distribution in the form
of an annuity pursuant to Paragraph 10.3(a), only a full and complete
distribution of the vested accounts will be allowed whether the participant
withdraws his vested accounts at the time a distribu-tion event occurs or at
some later date. No partial withdrawals shall be permitted. Notwithstanding, no
distribution of three thousand five hundred dollars ($3,500.00) [five thousand
dollars ($5,000.00) beginning January 1, 1998] or more shall be made to a
participant unless the participant shall have consented in writing to such
distribution, all in accordance with the provisions of Internal Revenue Code
Section 411 and related regulations. Beginning January 1, 2002, with respect to
participants separating from service and distributions after that date, the
value of a participant&#146;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&#146;s vested accounts as so
determined is five thousand dollars ($5,000.00) or less, the Plan shall
immediately distribute the participant&#146;s entire vested account balance. <br>

&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;10.5
<U>Valuation</U>. The value of a participant&#146;s accounts with respect to
Fund I, Fund II, Fund III, Fund IV, Fund V, Fund VI, Fund VII, Fund VIII, Fund
IX and Fund X upon termination shall be the value on the valuation date in
January of the year elected pursuant to Paragraph 10.4, except that the
valuation of any shares of stock of Kansas City Life Insurance Company shall be
determined by the provisions of Paragraph 4.2 herein. If such election is not so
made, such value shall be determined on the valuation date coin-cident with or
next following the date the participant (or, in case of death, his beneficiary)
elects to receive his distribution, or the receipt by the Trustees of notice of
said participant&#146;s ter-mination, whichever shall occur later. <br>

&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;10.6
<U>Facility of Payment</U>. If the Committee shall receive evidence satisfactory
to it that a participant, retired participant or beneficiary is physically or
mentally incompetent to receive any payment which shall be due hereunder and to
give a valid release therefor and that another person or an institution is then
main-taining or has custody of such participant, retired participant, or
beneficiary, and that no guardian, committee or other represen-tative of the
estate of such participant, retired participant or beneficiary, shall have been
duly appointed, the Committee may, at its option, make payments otherwise
payable to such participant, retired participant or beneficiary, to such other
person or institution, and the release of such other person or institution shall
be valid and complete discharge for such payments. <br>

&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;10.7
<U>Beneficial Designation</U>. Any participant or retired participant shall have
the right to designate a new beneficiary at any time by filing with the
Committee a written request for such change, but any such change shall become
effective only upon receipt of such request by the Committee, and provided that
any change of beneficiary to a person other than a surviving spouse must be
consented to in writing by said participant&#146;s spouse. Upon receipt by the
Committee of such request the change shall relate back to and take effect as of
the date such participant signs such request whether or not such participant is
living at the time the Committee receives such request. <br>

&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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&#146;s wife or
husband, if living; if not living, to such participant&#146;s then living lineal
descendants, in equal shares, per stirpes; if none survives, to such
participant&#146;s surviving parents, equally; if neither survives, to such
partici-pant&#146;s executors or administrators. <br>

&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;10.8
<U>Fractional Shares</U>. With respect to any distribution of stock pursuant to
the provisions of this Plan, a participant shall be entitled to receive the
number of whole shares which the value of his account equals and the balance of
said account value in cash. </FONT></P>
<P align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                                                     ARTICLE XI</font></p>
<P align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2><u>
                                             Application of Forfeitures</u></font></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;11.1
Any of the assets attributable to Company contributions, reflected in the value
of Fund III, which shall be forfeited by a participant with respect to his
account in Fund III pursuant to the provisions of Paragraphs 9.3 and 10.2
herein, shall be applied, as soon as practicable, to reduce the amount of
Company contributions required by this Plan. Shares of Kansas City Life
Insurance Company stock applied to reduce the amount of any Company
contri-bution for any month shall be valued in accordance with the procedures
set forth hereinbefore on the date of such application. </FONT></P>
<P align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                                                     ARTICLE XII</font></p>
<P align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2><u>
                                              Administrative Committee</u></font></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;12.1
<U>Membership</U>. The Administrative Committee, sometimes herein referred to as
the &#147;Committee&#148;, shall consist of a number of persons, not less than
three (3) nor more than five (5), designated by the Executive Committee of the
Company, who shall serve terms of one (1) year or until their successors are
designated, and said Committee shall have the responsibility for the general
adminis-tration of the Plan and for carrying out the provisions of the Plan in
accordance with its terms. The Committee shall have absolute discretion in
carrying out its responsibilities. <br>

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

&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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.<br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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. <br>

&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;12.5
No member of the Committee shall receive any compensa-tion for his services as
such, and, except as required by law, no bond or other security shall be
required of him in such capacity in any jurisdiction. <br>

&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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. <br>

&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;12.7
<U>Claims Procedure</U>. 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&#146;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. <br>

&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;12.8
Any member of the Committee may resign by giving notice to the Executive
Committee at least fifteen (15) days before the effective date of his
resignation. Any Committee member shall resign upon request of the Executive
Committee. The Executive Committee shall fill all vacancies on the Committee as
soon as is reasonably possible after a resignation takes place, and until a new
appointment takes place, the remaining members of the Committee shall have
authority to act, if approved by either a majority of the remaining members or
by two (2) members, whichever number is lesser. </FONT></P>
<P align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                                                    ARTICLE XIII</font></p>
<P align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2><u>
                                              Amendment and Termination</u></font></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;13.1
<U>Amendment</U>. Kansas City Life Insurance Company reserves the right at any
time, and from time to time, and retroactively if deemed necessary or
appropriate to conform with governmental regulations or other policies, to
modify or amend, in whole or in part, any or all of the provisions of this Plan
and Trust by adoption of a written resolution by the Board of Directors of
Kansas City Life Insurance Company, or the Executive Committee of the Board of
Directors; provided that no such modification or amendment shall make it
possible for any part of the contributions of the Company, or any other funds of
the Trust, to be used for, or diverted to, purposes other than for the exclusive
benefit of participants, retired participants, or their beneficiaries. Except as
may be required to conform with governmental regulations, no such amendment
shall adversely affect the rights of any participant with respect to
contributions made by him prior to the date of such amendment. <br>

&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;13.2
<U>Termination</U>. 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&#146;s accounts shall become fully vested and
nonforfeitable and distri-bution shall be made as promptly as possible in
accordance with the directions of the Committee. <br>

&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;13.3
<U>Merger</U>. This Plan and Trust shall not be merged or consolidated with, nor
shall any assets or liabilities be trans-ferred to any other Plan or Trust,
unless the accrued benefit of each participant, if the Plan and Trust were
terminated immediately after such action, would be equal to or greater than the
accrued benefit to which such participant would have been entitled if this Plan
and Trust had been terminated immediately before such action. </FONT></P>




<P align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                                                     ARTICLE XIV</font></p>
<P align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2><u>
                                                      The Trust</u></font></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;14.1  <u>Number of Trustees</u>.  There shall be three (3) Trustees for this Trust with the Trustees

hereinbefore named being the original Trustees.<br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;14.2
<U>Trustees shall Receive Sums Paid</U>. 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. <br>

&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;14.3  <u>Investment of Funds</u>.</font></p>

<TABLE WIDTH=100% CELLPADDING=3 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(a)</FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
Except as hereinafter provided with respect to the cash reserve, the Trustees
shall invest and reinvest the prin-cipal and income of the Trust in their
discretion in such securities, common and preferred stocks, real estate
mortgages, debentures, bonds, promissory notes, real estate, real estate
improvements, leaseholds or any other income-producing properties or securities,
real or personal, within or without the State of Missouri, and other investments
as the Trustees shall, after investi-gation, believe to be sound and suitable
investments for this Trust, although the same may not be of the character
permitted for Trustee&#146;s investments by the Laws of the State of Missouri.
The Trustees are specifically empowered to invest the Trust assets in the
capital stock of Kansas City Life Insurance Company, including but not limited
to, its treasury stock.
</FONT></TD></TR>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(b)</FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>

               The Trustees may retain in cash so much of the Trust assets as they may deem advisable.
</FONT></TD></TR>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(c)</FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
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.
</FONT></TD></TR>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(d)</FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
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.
</FONT></TD></TR>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(e)</FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
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&#146;s expenses and
com-pensation and any assessments levied with respect to any property so
deposited.
</FONT></TD></TR>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(f)</FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>

              The Trustees may exercise all conversion and subscription rights pertaining to property held in
                  the Trust.
</FONT></TD></TR>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(g)</FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
The Trustees may exercise all voting rights with respect to property held in the
Trust, and in connection there-with grant proxies discretionary or otherwise,
all in accordance with the provisions of this Plan and Trust.
</FONT></TD></TR>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(h)</FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
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.
</FONT></TD></TR>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(i)</FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
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.
</FONT></TD></TR>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(j)</FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
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.
</FONT></TD></TR>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(k)</FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
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.</FONT></TD>
</TR>
</TABLE>
<BR>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;14.4
<U>Approval of Investments</U>. Before making any new invest-ment or
reinvestment of any funds of this Trust, the Trustees shall submit to the
Executive Committee of the Company, or its designated subcommittee, a list of
such securities in which it proposes to invest such funds and the amount
proposed to be invested in each security, and the Trustees shall proceed to
purchase, or refrain from purchasing, such securities in accordance with the
acceptance or rejection, in whole or in part, of such proposals by the Executive
Committee of the Company, or its designated subcommittee. Acceptance or
rejection of such proposals, or any of them by the said Committee, shall be
signified in writing and delivered to the Trustees within thirty (30) days of
the submission of such proposals by the Trustees, provided however, that if no
written acceptance or rejection of such proposals, or any of them, shall be so
delivered by the said Committee within the time herein limited therefor, the
Trustees shall be warranted and protected in assuming that all of the proposed
investments which have not been specifi-cally rejected as aforesaid, meet with
the complete approval of said Executive Committee or its designated
subcommittee. <br>

&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;14.5
<U>Cash Reserve</U>. The Trustees may maintain a cash reserve in such amount as
to provide for current distribution of benefits under the Plan. Such cash
reserve may consist of uninvested contributions of the Company and participants
in the Plan, or of the proceeds of the sale of investments of the Trust. All of
the funds held in such cash reserve as well as all funds and securities and
assets belonging to the Trust shall be safely kept by the Trustees on deposit or
in the vaults of a bank or trust company selected and designated by the Board of
Directors or the Executive Committee of the Company. <br>

&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;14.6
<U>Disbursement of Funds</U>. 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. <br>

&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;14.7
<U>Instructions to Trustees</U>. 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. <br>

&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;14.8
<U>Fiduciary Insurance</U>. 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. <br>

&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;14.9
<U>Accounting by Trustees</U>. 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. <br>

&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;14.10
<U>Compensation</U>. No Trustee shall receive any compensa-tion for his services
as such Trustee. In the administration of said Trust the Trustees, if they deem
it advisable, may employ an executive director, secretary or treasurer and fix
reasonable compensation therefor, and a Trustee may act as such executive
director, secretary or treasurer and receive the compensation so fixed. The
Trustees may in their discretion employ clerical help, actuaries, accountants,
attorneys or other necessary personal services of a person or corporation as may
be necessary to properly administer, defend and protect the Trust, and
reasonable compensa-tion for said services may be paid by the Trustees from the
Trust in the event the Company does not elect to pay for such services. Any
taxes that may be levied against said Trust shall be paid by the Trustees from
the Trust assets after liability for said taxes, if any, has been established,
and in determining the liability for taxes the Trustees are specifically
authorized to use their own discretion in contesting taxes claimed to be due
against said Trust, and said Trustees may employ counsel for such purposes and
pay said counsel fees from the Trust assets in the event the Company does not
elect to pay said costs and fees. <br>

&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;14.11
<U>Trustees and Vacancies</U>. The Trustees administering this Trust shall at
all times be Officers of the Company, and any Trustee may at any time be removed
from the office of Trustee, with or without cause, by the Board of Directors or
the Executive Committee of the Company. The Trustees named herein shall serve as
such Trustees until their resignation, death or removal by the Board of
Directors or the Executive Committee of the Company. When any Trustee ceases to
be an Officer of the Company he automatically ceases to be a Trustee.
Resignation of a Trustee shall be by written notice given to the Board of
Directors or the Executive Committee of the Company. Whenever a vacancy occurs
by resigna-tion, death or removal of one (1) or more of the Trustees, the Board
of Directors or the Executive Committee shall promptly fill said vacancy or
vacancies so created by naming a successor Trustee or successor Trustees
possessing the qualifications herein prescribed. All successor Trustees shall
have the same powers in connection with said Trust as the initial Trustees have,
and they shall be subject to the same limitations and directions as prescribed
herein for the initial Trustees. <br>

&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;14.12
<U>Rules</U>. The Trustees may make proper rules for carrying out the purposes
of the Trust, and may amend said rules from time to time. A majority of the
Trustees shall constitute a quorum, and the action taken by a quorum shall be
controlling and shall be deemed the act of the Trustees. The Trustees may
designate any one (1) of their number to act as chairman or presiding officer.
Any one (1) of the Trustees shall be and is hereby authorized to affix his
signature as the signature of all of the Trustees when such may be desirable in
the performance of their duties pursuant hereto. This Plan and Trust shall be
construed and enforced according to the Laws of the State of Missouri, and all
provisions thereof shall be administered according to the laws of such state.
Any suit at law or in equity brought against the Trustees or the Company by any
person, firm or corporation, including the participants in the Plan, must be
first instituted in Jackson County, Missouri, which County and State is the
situs of the parties hereto and the only jurisdiction within which this Plan and
Trust is to be administered or located. </FONT></P>
<P align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                                                     ARTICLE XV</font></p>
<P align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2><u>
                                                 General Provisions</u></font></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;15.1
<U>Expenses</U>. The Company shall pay all expenses incurred in administering
the Plan and managing the Trust assets. The Company shall not pay any brokerage
fees, commissions, stock transfer taxes and other charges and expenses in
connection with the purchase and sale of securities under the Plan. <br>

&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;15.2
<U>Source of Payment</U>. Benefits pursuant to the Plan shall be payable only
out of the assets of the Trust or pursuant to any qualified nontransferable
annuity purchased pursuant to the provisions of ARTICLE X. No person shall have
any right under the Plan with respect to the assets of the Trust, or against any
Trustee, insurance company, or the Company, except as specifically provided for
herein. <br>

&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;15.3
<U>Inalienability of Benefits</U>. 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. <br>

&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;15.4
<U>No Right to Employment</U>. 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. <br>

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

&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;15.6  <u>Accrued Benefit</u>.  The term "accrued benefit" shall mean the value of a participant's account or

accounts with respect to all funds in this Plan.<br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;15.7
<U>Uniform Administration</U>. Whenever in the administration of the Plan any
action is required by the Committee, <U>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</U>. <br>

&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;15.8
<U>Beneficiary</U>. The word &#147;beneficiary&#148; shall be deemed to include
the estate of the participant, dependents of the partici-pant, persons who are
the natural objects of the participant&#146;s bounty, and any person designated
by the participant to share in the benefits of the Plan and Trust after the
death of the participant. Wherever the rights of participants are stated or
limited herein, their beneficiaries shall be bound thereby. <br>

&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;15.9
<U>Severability</U>. 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. <br>

&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;15.10  <u>Articles</u>.  Titles of Articles are for general infor-mation only and this Plan shall not be

construed by reference to such titles.<br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;15.11  <u>Gender</u>.  Words used in the masculine gender shall be read and construed to include the feminine

gender.<br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;15.12  <u>Plural</u>.  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.<br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;15.13
<U>Disability</U>. The term &#147;disability&#148; as used in this Plan means a
physical or mental condition of a participant which results in the receipt of
benefits by such participant pursuant to the provisions of either the Kansas
City Life Disability Plan or the Sunset Life Disability Plan. <br>

&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;15.14
<U>Initial Participation Date</U>. The &#147;initial participation date&#148;
shall mean the first (1st) day of the first (1st) month designated by either the
Board of Directors or the Executive Committee of the Company for the
commencement of contributions and the administration of this Plan. <br>

&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;15.15  <u>Retirement Dates</u>.
</font></p>

<TABLE WIDTH=100% CELLPADDING=3 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(a)</FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
Commencing January 1, 1988, the normal retirement date for all employees
participating in this Plan shall be the earlier of the first (1st) day of the
month following attainment of sixty (60) years of age, or the first (1st) day of
the month following attainment of fifty-five (55) years of age and completion of
five (5) years of employ-ment. For purposes of determining the completion of
five (5) years of employment, the years of employment of an employee of Old
American Insurance Company prior to November 1, 1991 shall not be taken into
account.
</FONT></TD></TR>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(b)</FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
For the purposes of this Plan, a participant who reaches his normal retirement
date shall be deemed to have retired on such date and shall thereupon become
entitled to the retirement benefits herein, except as provided in Subparagraph
(c). The value of all contributions allocated to his respective accounts shall
be one hundred percent (100%) vested.
</FONT></TD></TR>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(c)</FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
A participant may continue his employment for purposes herein beyond his normal
retirement date, and the participant will commence receiving benefits on his
actual retirement date; provided, however, distributions to a five percent (5%)
owner of the Company as defined in the Internal Revenue Code shall commence no
later than April 1st of the calendar year following the calendar year in which
he attains age seventy and one-half (70 1/2), and distributions to other
participants shall commence no later than April 1st of the year in which such
other participant attains the age of seventy and one-half (70 1/2), unless such
other participant shall have attained age seventy and one-half (70 1/2) prior to
January 1, 1988 and was not a five percent (5%) owner at any time during the
period beginning with the Plan year ending with the year in which he attained
age sixty-six and one-half (66 1/2) and any subsequent year. Contri-butions may
be continued until such actual retirement date at the option of the participant.
Effective January 1, 1989, the minimum distribution and the minimum
dis-tribution incidental benefit requirements of Internal Revenue Code Proposed
Regulations 1.401(a)(9)-1 and 1.401(a)(9)-2 are hereby incorporated by
reference. Effective January 1, 1997, for participants other than a five percent
(5%) owner of the Company, distributions shall commence no later than April 1st
of the calendar year following the later of:</FONT></TD>
</TR>
</TABLE>
<TABLE WIDTH=100% CELLPADDING=3 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(i)</FONT></TD>
<TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>


                                the year in which the participant attains age 70 1/2, or
</FONT></TD></TR>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(ii)</FONT></TD>
<TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                             the year in which the participant retires.
</FONT></TD></TR></table>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>With respect to
distributions under the Plan made on or after January 1, 2001 for calendar years
beginning on or after January 1, 2001, the Plan will apply the minimum
distribution requirements of Code Sectionn 401(a)(9) in accordance with the
regulations under Code Section 401(a)(9) that were proposed on January 17,2001.
This amendment shall continue in effect until the end of the last calendar year
beginning before the effective date of final regulations under Code Section
401(a)(9) or such other date as may be specified in guidance published by the
Internal Revenue Service. <br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;15.16 <U>Initial Qualification</U>. 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. <br>

&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;15.17
<U>Company</U>. The term &#147;Company&#148; means Kansas City Life Insurance
Company, a Missouri Corporation, Sunset Life Insurance Company of America, a
Missouri Corporation, Old American Insur-ance Company, a Missouri Corporation,
and any other subsidiary corporation of Kansas City Life Insurance Company
required to be treated as a single employer under Internal Revenue Code Section
414(b), (c), (m) and (o), any or all of which may sometimes be referred to
herein as affiliated corporations. <br>

&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;15.18
<U>Employee</U>. The term &#147;employee&#148; 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, &#147;leased employee&#148; 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. <br>

&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Leased
employees shall not participate in this Plan. Further-more, a person who is not
designated as an &#147;employee&#148; in the Company&#146;s employment records
during a particular period of time, including a person designated as an
&#147;independent contractor&#148;, is not considered to be an employee during
that period of time. Such a person shall not be considered to be an employee
even if a determination is made by the Internal Revenue Service, the Depart-ment
of Labor, or any other government agency, court, or other tribunal, that such
person is an employee for any purpose, unless and until the Company in fact
designates such person as an employee for purposes of this Plan. If such a
designation is made, the designation shall be applied prospectively only unless
the Company specifically provides otherwise. <br>

&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;15.19
<U>Agents</U>. Commencing January 1, 1990, no life insurance salesman of Kansas
City Life Insurance Company, sometimes referred to herein as &#147;agent&#148;
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. <br>

&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;15.20  <u>Company Stock</u>.  The term "Company stock" shall mean shares of the common capital stock of Kansas
City Life Insurance Company.<br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;15.21  <u>Executive Committee</u>.  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.<br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;15.22
<U>Board of Directors</U>. Wherever in the Plan and Trust the term &#147;Board
of Directors&#148; is used, it shall be taken to mean only the Board of
Directors of Kansas City Life Insurance Company. <br>

&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;15.23  <u>Maximum Limitation</u>.  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:</font></p>

<TABLE WIDTH=100% CELLPADDING=3 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(a)</FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>

            Thirty thousand dollars ($30,000.00) (subject to annual adjustments pursuant to Internal
                  Revenue Code Section 415(d) and regulations), or
</FONT></TD></TR>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(b)</FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
              Twenty-five percent (25%) of such participant's compen-sation.
</FONT></TD></TR></table>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Commencing
January 1, 2002, except for Paragraph 3.1 and Internal Revenue Code Section
414(v), the annual additions to a participant&#146;s account for any Plan year
shall not exceed the lesser of: </FONT></P>
<TABLE WIDTH=100% CELLPADDING=3 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(a)</FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
             Forty thousand dollars ($40,000.00) [subject to annual adjustments pursuant to Internal Revenue
                  Code Section 415(d)]

</FONT></TD></TR>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(b)</FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
One hundred percent (100%) of such participant&#146;s compensation within the
meaning of Internal Revenue Code Section 415(c)(3) for the Plan year.</FONT></TD>
</TR>
</TABLE>
<BR>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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. <br>

&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;15.24  <u>Annual Additions</u>.  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.<br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;15.25
<U>Annual Additions Reduction</U>. If any participant is a participant under any
other defined contribution plan maintained by the Company, the total of the
annual additions to such partici-pant&#146;s account from all such defined
contribution plans shall not exceed the limitations set forth in Paragraph
15.23. If it is determined that as a result of the limitation set forth in the
preceding sentence, the annual additions to the participant&#146;s account in
this Plan are excessive, a reduction of such shall be effected by a return to
the participant of a dollar amount (with any earnings attributable to the dollar
amount) from his elective accounts, which with an equal amount of the
Company&#146;s contributions accounted for in accordance with the following
formula, eliminates such excess: The excess amounts in the participant&#146;s
Company account (Fund III) must be used to reduce Company contributions for the
next limitation year (and succeeding limitation years, as necessary) for that
participant if that participant is covered by the Plan as of the end of the
limitation year. However, if the participant is not covered by the Plan as of
the end of the limitation year, then the excess amounts must be held in
unallocated in a suspense account for the limitation year and allocated and
reallocated in the next limitation year to all of the remaining participants in
the Plan in accordance with the rules set forth in Subparagraph (6)(i) of
Regulation Section 1.415-6(b). Furthermore, the excess amounts must be used to
reduce the Company contributions for the next limitation year (and succeeding
limi-tation years, as necessary) for all of the remaining participants in the
Plan. For purposes of this Paragraph, excess amounts may not be distributed to
participants or former participants. <br>

&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;15.26
<U>Annual Additions Reduction</U>. 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. <br>

&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;15.27  <u>Retirement Plan</u>.  As used in this section, the words "retirement plan" shall mean:
   </font></p>

<TABLE WIDTH=100% CELLPADDING=3 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(a)</FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
             Any profit sharing, pension or stock bonus plan described in Section 401(a) and 501(a) of the
                  Internal Revenue Code;
</FONT></TD></TR>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(b)</FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
             Any annuity plan or annuity contract described in Section 403(a) or 403 (b) of the Internal
                  Revenue Code;
</FONT></TD></TR>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(c)</FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
               Any qualified bond purchase plan described in Section 405(a) of the Internal Revenue Code; and
</FONT></TD></TR>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(d)</FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
Any individual retirement account, individual retirement annuity or retirement
bond described in Section 408(a), 408(b) or 409 of the Internal Revenue Code.</FONT></TD>
</TR>
</TABLE>
<BR>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;15.28
<U>Defined Contribution Plan</U>. As used in this section, the words
&#147;defined contribution plan&#148; shall mean a retirement plan which
provides for an individual account for each participant and for benefits based
solely on the amount contributed to the par-ticipant&#146;s account and any
income, expenses, gains and losses, and any forfeitures of accounts of other
participants which may be allocated to such participant&#146;s accounts. <br>

&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;15.29  <u>Defined Benefit Plan</u>.  As used in this section, the words "defined benefit plan" shall mean any
retirement plan which is not a defined contribution plan.<br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;15.30  <u>Defined Benefit Plan Fraction</u>.  As used in this section, the words "defined benefit plan
fraction" shall mean, for any Plan year, a fraction,
</font></p>

<TABLE WIDTH=100% CELLPADDING=3 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(a)</FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
the numerator of which is the projected annual benefit of the participant, that
is, the annual benefit to which he would be entitled under the terms of the
defined benefit plan on the assumptions that he continues employment until his
normal retirement date as determined under the terms of the defined benefit
plan, that his compensation continues at the same rate as in effect in the Plan
year under consideration until his normal retirement date and that all other
relevant factors used to determine bene-fits under such defined benefit plan
remain constant as of the current Plan year for all future Plan years, under all
defined benefit plans maintained by the Company, determined as of the close of
the Plan year; and,
</FONT></TD></TR>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(b)</FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
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.</FONT></TD>
</TR>
</TABLE>
<BR>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;15.31  <u>Defined Contribution Plan Fraction</u>.  As used in this section, the words "defined contribution
plan fraction" shall mean, for any Plan year, a fraction,</font></p>
<TABLE WIDTH=100% CELLPADDING=3 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(a)</FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
               the numerator of which is the sum of the annual additions to the participant's account under
                  all defined contribu-tion plans maintained by the Company in that Plan year; and,
</FONT></TD></TR>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(b)</FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
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).
</FONT></TD></TR>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(c)</FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
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,</FONT></TD>
</TR>
</TABLE>
<TABLE WIDTH=100% CELLPADDING=3 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>1.</FONT></TD>
<TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>

                        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,
</FONT></TD></TR>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>2.</FONT></TD>
<TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=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.
</FONT></TD></TR></table>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;15.32
<U>Affiliated Company Participation</U>. 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. <br>

&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;15.33  <u>Highly Compensated Person</u>.  Prior to January 1, 1997, the term "highly compensated person", for
the purposes of this Plan, shall mean any employee who at any time during the preceding year, or the lookback
year,</font></p>
<TABLE WIDTH=100% CELLPADDING=3 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(a)</FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>


               was a five percent (5%) owner of the Company, or
</FONT></TD></TR>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(b)</FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
              had compensation in excess of seventy-five thousand dollars ($75,000.00) per year, or
</FONT></TD></TR>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(c)</FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
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
</FONT></TD></TR>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(d)</FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
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).</FONT></TD>
</TR>
</TABLE>
<BR>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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. <br>

&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;For
purposes of this Paragraph, &#147;lookback year&#148; shall be the twelve (12)
month period immediately preceding the year for which the relevant determination
is being made, and the term &#147;compensa-tion&#148; shall be compensation
defined in Paragraph 3.2 including additional amounts described in Code Sections
125, 402(e)(3), 402(h) and 403(b). <br>

&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If
an employee is a &#147;family member&#148; 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, &#147;family member&#148;
shall mean the employee&#146;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 &#147;family
member&#148; 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, &#147;family member&#148; shall mean the five percent (5%) owner&#146;s
spouse, child, parent or grandchild. <br>

&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Effective January 1, 1997, "highly compensated person" shall mean an employee who
</font></p>
<TABLE WIDTH=100% CELLPADDING=3 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(e)</FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
               was a five percent (5%) owner of the Company at any time during the year or preceding year, or
</FONT></TD></TR>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(f)</FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
               for the preceding year
</FONT></TD></TR></table>
<TABLE WIDTH=100% CELLPADDING=3 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>1.</FONT></TD>
<TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                         had compensation [as defined in Code Section 415(c)(3)] from the Company in excess of
                           $80,000.00, and
</FONT></TD></TR>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>2.</FONT></TD>
<TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=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.
</FONT></TD></TR></table>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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. <br>

&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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. <br>

&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If
a former employee separated from service prior to the calendar year and was an
active highly compensated person in the year of separation, or in any year after
attaining fifty-five (55), the former employee was counted as a highly
compensated person, the former employee shall be treated as an employee for
purposes of determining the number of highly compensated persons. However, if
such former employee separated from service prior to 1987, he will be treated as
a highly compensated person only if during the separation year (or the year
preceding the separation year) or any year after the employee attained age
fifty-five (55) [or the last year ending before the employee&#146;s fifty-fifth
(55th) birthday], he received compensation in excess of fifty thousand dollars
($50,000.00) or was a five percent (5%) owner. <br>

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

&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;15.34
<U>Direct Rollovers</U>. 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. <br>

&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;As used in this Paragraph, "eligible rollover distribution", "eligible retirement plan", "distributee",
and "direct rollover" shall mean:</font></p>
<TABLE WIDTH=100% CELLPADDING=3 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(a)</FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>

              "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:
</font></td></tr></table>
<TABLE WIDTH=100% CELLPADDING=3 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(i)</FONT></TD>
<TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
any distribution that is one of a series of substantially equal periodic payments (not
                                    less frequently than annually) made for the life (or life expectancy) of the
                                    distributee or the joint lives (or joint life expec-tancies) of the
                                    distributee and the distributee's designated beneficiary, or for a specified
                                    period of ten (10) years or more;
</font></td></tr>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(ii)</FONT></TD>
<TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                       any distribution required under Code Section 401(a)(9); or
</font></td></tr>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(iii)</FONT></TD>
<TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>

beginning January 1, 1999, any hardship dis-tribution 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
</font></td></tr>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(iv)</FONT></TD>
<TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>

the portion of any distribution that is not includible in gross income
(determined without regard to the exclusion for net unrealized appreciation with
respect to employer securities. 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
includible in gross income. Such portion may be transferred only to an
individual retire-ment 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 includible in gross income and the
portion of the distribution which is not so includible.
</font></td></tr></table>
<TABLE WIDTH=100% CELLPADDING=3 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(b)</FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
              "Eligible retirement plan" is:
</font></td></tr></table>
<TABLE WIDTH=100% CELLPADDING=3 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(i)</FONT></TD>
<TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
an individual retirement account (described in Code Section 408(a)) or individual
                                    retirement annuity (described in Code Section 408(b)); or
</font></td></tr>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(ii)</FONT></TD>
<TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                       an annuity plan (described in Code Section 403(a)); or
</font></td></tr>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(iii)</FONT></TD>
<TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>

a qualified trust (described in Code Section 401(a)) that accepts the
distributee&#146;s eligible rollover distribution. However, in the case of an
eligible rollover distribution to a surviving spouse, eligible retirement plan
shall mean only the items in (i) above.
</font></td></tr>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(iv)</FONT></TD>
<TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>

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 sub-division of a state and which agrees to separately
account for amounts transferred into such plan from this Plan.
</font></td></tr></table>
<TABLE WIDTH=100% CELLPADDING=3 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(c)</FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
&#147;Distributee&#148; shall include an employee or former employee. An
employee&#146;s or former employee&#146;s surviving spouse and the
employee&#146;s or former employee&#146;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.
</FONT></TD></TR>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(d)</FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>

               "Direct rollover" is a payment by the Plan to the eligible retirement plan specified by the
                  distributee.
</FONT></TD></TR></table>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;15.35
<U>Participants who Enter Armed Forces</U>. 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). <br>

&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;15.36
<U>Contribution Under Mistake of Fact</U>. 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. <br>


&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;15.37
<U>Contributions Conditioned on Deductibility</U>. Company contributions are
expressly conditioned upon deductibility of contributions under Section 404 of
the Internal Revenue Code. If any part or all of a contribution is disallowed as
a deduction under Section 404, then to the extent a contribution is disallowed
as a deduction, it may be returned to the Company within one (1) year after the
later of the date of payment of the contribution or the date the deduction for
the contribution was disallowed. Any con-tributions returned shall not include
any investment earnings thereon, but shall be net of any investment losses
thereon. </FONT></P>
<P align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                                                    ARTICLE XVI</font></p>
<P align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2><u>
                                                Top Heavy Provisions</u></font></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;16.1
<U>Compensation Limits</U>. With respect to compensation as defined in this
Plan, for any Top Heavy Plan year, compensation in excess of two hundred
thousand dollars ($200,000.00), or such other amount as the Secretary of the
Treasury may designate, shall be disregarded. Beginning January 1, 1989,
compensation to be dis-regarded shall be the amount stated in Paragraph 3.2.
Furthermore, for the purposes of this ARTICLE XVI, compensation shall be as
defined in Paragraph 3.2. <br>

&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;16.2
<U>Key Employee</U>. &#147;Key employee&#148; means any employee or former
employee (and his beneficiaries) who, at any time during the Plan year or any of
the preceding four (4) Plan years, is: </FONT></P>

<TABLE WIDTH=100% CELLPADDING=3 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(a)</FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
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.
</FONT></TD></TR>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(b)</FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
One of the ten (10) employees owning (or considered as owning within the meaning
of Code Section 318) the largest interests in all employers required to be
aggre-gated under Code Sections 414(b), (c), and (m). However, an employee will
not be considered a top ten (10) owner for a Plan year if the employee earns
less than thirty thousand dollars ($30,000.00), or such other amount adjusted in
accordance with Code Section 415(c)(1)(A) as in effect for the calendar year in
which the determi-nation date falls.
</FONT></TD></TR>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(c)</FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
A five percent (5%) owner of the Company. &#147;Five percent (5%) owner&#148;
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.
</FONT></TD></TR>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(d)</FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
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). &#147;One
percent (1%) owner&#148; 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.</FONT></TD>
</TR>
</TABLE>
<BR>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;16.3  <u>Non-Key Employee</u>.  "Non-key employee" means any employee who is not a key employee.
<br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;16.4  <u>Super Top Heavy Plan</u>.  "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&#146;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&#146;s aggregation
group. <br>

&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;16.5
<U>Top Heavy Plan</U>. &#147;Top Heavy Plan&#148; 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&#146;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&#146;s aggregation group. <br>

&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;16.6  <u>Top Heavy Plan Year</u>.  "Top Heavy Plan year" means any calendar year after December 31, 1983 in
which the Plan is a top heavy plan.<br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;16.7  <u>Top Heavy Plan Requirements</u>.
</font></p>
<TABLE WIDTH=100% CELLPADDING=3 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(a)</FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
For any &#147;Top Heavy Plan year&#148;, the following provisions shall apply
notwithstanding any other provision in this Plan to the contrary:
</FONT></TD></TR>
</TABLE>
<TABLE WIDTH=100% CELLPADDING=3 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>1.</FONT></TD>
<TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>

Any person who is a participant in this Plan in any year in which it shall be a
&#147;Top Heavy Plan&#148; shall have his or her benefits vested in accordance
with the following schedules: twenty percent (20%) after two (2) years of
service; forty percent (40%) after three (3) years of service; sixty percent
(60%) after four (4) years of service; eighty percent (80%) after five (5) years
of service; and one hundred percent (100%) after six (6) years of service.
Effective January 1, 1989, there shall be no decrease in a participant&#146;s
nonforfeitable percentage in the event the Plan&#146;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&#146;s top heavy status changes,
such shift shall be considered an amendment of the vesting schedule. If this
occurs, each participant with at least three (3) years of service with the
Company may elect to have his nonforfeitable percentage determined without
regard to the shift. The election period will begin with the date the deemed
amendment is made and shall end on the later of:
</FONT></TD></TR>
</TABLE>
<TABLE WIDTH=100% CELLPADDING=3 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>A.</FONT></TD>
<TD WIDTH=80%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                                Sixty (60) days after the deemed amendment is adopted;
</FONT></TD></TR>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>B.</FONT></TD>
<TD WIDTH=80%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                                  Sixty (60) days after the deemed amendment is effective; or
</FONT></TD></TR>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>C.</FONT></TD>
<TD WIDTH=80%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                                 Sixty (60) days after the participant is issued written notice of the deemed
                                    amendment by the Administrative Committee.
</FONT></TD></TR></table>
<TABLE WIDTH=100% CELLPADDING=3 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>2.</FONT></TD>
<TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=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&#146;s salary, which shall
be invested and accounted for in Fund III.
</FONT></TD></TR>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>3.</FONT></TD>
<TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>

For any year in which this Plan is top heavy, each non-key employee will receive
a minimum contribu-tion if the non-key employee has not separated from service
at the end of the top heavy year, regard-less of whether the non-key employee
has less than one thousand (1,000) hours of service in such year. Furthermore,
such non-key employee shall receive such minimum contribution regardless of his
or her level of compensation, and regardless of whether he or she declines to
make a mandatory personal contribution. No such minimum contribution made by the
Company pursuant to these top heavy provisions shall be subject to forfeiture if
a non-key employee withdraws his or her mandatory contributions.
</FONT></TD></TR>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>4.</FONT></TD>
<TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
Notwithstanding the foregoing, so long as any non-key employee is covered by
both the Company&#146;s Pension Plan and this Plan, the minimum contri-bution
required herein shall be satisfied by the accrual of the defined benefit minimum
by the respective non-key employee for any top heavy year.
</FONT></TD></TR>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>5.</FONT></TD>
<TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
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.
</FONT></TD></TR></table>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;16.8  <u>Determination of Top Heavy Status</u>.
</font></p>
<TABLE WIDTH=100% CELLPADDING=3 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(a)</FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
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.
</FONT></TD></TR>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
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&#146;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).
</FONT></TD></TR>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(b)</FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
This Plan shall be a Super Top Heavy Plan for any Plan year commencing after
December 31, 1983, in which, as of the determination date, (1) the present value
of accrued benefits of key employees, or (2) the sum of the aggre-gate accounts
of key employees under this Plan and any Plan of an aggregation group, exceeds
ninety percent (90%) of the present value of accrued benefits or the aggregate
accounts of all participants under this Plan and any Plan of an aggregation
group.
</FONT></TD></TR>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(c)</FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>

              Aggregate account.  A participant's aggregate account as of the determination date is the sum
                  of:
</FONT></TD></TR></table>
<TABLE WIDTH=100% CELLPADDING=3 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>1.</FONT></TD>
<TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>

His participant&#146;s account balance as of the most recent valuation occurring
within a twelve (12) month period ending on the determination date.
</FONT></TD></TR>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>2.</FONT></TD>
<TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=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.
</FONT></TD></TR>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>3.</FONT></TD>
<TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
Any Plan distributions made within the Plan year that includes the determination
date or within the four (4) preceding Plan years. However, in the case of
distributions made after the valuation date and prior to the determination date,
such dis-tributions are not included as distributions for Top Heavy purposes to
the extent that such distributions are already included in the
participant&#146;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.
</FONT></TD></TR>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>4.</FONT></TD>
<TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
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.
</FONT></TD></TR></table>
<TABLE WIDTH=100% CELLPADDING=3 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(d)</FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
              "Aggregation group" means either a required aggregation group or a permissive aggregation group
                  as hereinafter determined.
</FONT></TD></TR></table>
<TABLE WIDTH=100% CELLPADDING=3 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>1.</FONT></TD>
<TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>

Required aggregation group. In determining a required aggregation group
hereunder, each Plan of the Company in which a key employee is a parti-cipant,
and each other Plan of the Company which enables any Plan in which a key
employee participates to meet the requirements of Code Sections 401(a)(4) and
410, will be required to be aggregated. Such group shall be known as a required
aggregation group, and shall include any terminated plan which if it had not
been terminated would have been required to be included in the aggregation
group.
</FONT></TD></TR>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
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.
</FONT></TD></TR>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>2.</FONT></TD>
<TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=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.
</FONT></TD></TR>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>

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.
</FONT></TD></TR>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>3.</FONT></TD>
<TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>



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.
</FONT></TD></TR>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>4.</FONT></TD>
<TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>


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.
</FONT></TD></TR></table>
<TABLE WIDTH=100% CELLPADDING=3 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(e)</FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
&#147;Determination date&#148; 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.
</FONT></TD></TR>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(f)</FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
Present value of accrued benefit. In the case of a defined benefit plan, a
participant&#146;s present value of accrued benefit shall be as determined under
the provisions of the applicable defined benefit plan.
</FONT></TD></TR>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(g)</FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
              "Top Heavy group" means an aggregation group in which, as of the determination date, the sum of:
</FONT></TD></TR></table>
<TABLE WIDTH=100% CELLPADDING=3 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>1.</FONT></TD>
<TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                        The present value of accrued benefits of key employees under all defined benefit plans
                           included in the group; and
</FONT></TD></TR>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>2.</FONT></TD>
<TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=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.
</FONT></TD></TR></table>
<TABLE WIDTH=100% CELLPADDING=3 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(h)</FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
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.
</FONT></TD>
</TR>
</TABLE>
<BR>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;16.9  <u>Modification of Top Heavy Rules</u>.
 </font></p>

<TABLE WIDTH=100% CELLPADDING=3 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(a)</FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
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).
</FONT></TD></TR>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(b)</FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
&#147;Key employee&#148; 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 compen-sation
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.
</FONT></TD></TR>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(c)</FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
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:
</FONT></TD></TR>
</TABLE>
<TABLE WIDTH=100% CELLPADDING=3 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>1.</FONT></TD>
<TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>


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 &#147;five (5) year
period&#148; for&#148; one (1) year period&#148;.
</FONT></TD></TR>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>2.</FONT></TD>
<TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=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
deter-mination date shall not be taken into account.
</FONT></TD></TR></table>

<TABLE WIDTH=100% CELLPADDING=3 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(d)</FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
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).
</FONT></TD></TR>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(e)</FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
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.</FONT></TD>
</TR>
</TABLE>
<P align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>

                                                    ARTICLE XVII</font></p>
<P align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2><u>
                                           Disabled Employee Participants</u></font></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;17.1
<U>Contributions Cease on Disability</U>. Notwithstanding anything in this Plan
to the contrary, when an employee-participant commences to receive benefits
because of disability as defined in this Plan, he shall not be permitted to
continue contributions, and all Company contributions for his benefit shall
cease until such time as he again qualifies as a full time active employee. <br>

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

 &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;17.3  <u>Distribution</u>.  At such time as a disabled participant attains eligibility for retirement pursuant
to Paragraph 15.15 herein, his or her fully vested accounts may then be distributed in accordance with Plan
provisions.</font></p>
<br>





<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;IN
WITNESS WHEREOF, the Company has caused this Twenty-seventh Amendment to be
executed by its authorized Officers and its Cor-porate Seal to be hereunto
affixed, and the Trustees have executed this Trust, all on the <U> </U> day of
<U> </U>, 2002. </FONT></P>

<TABLE WIDTH=100% CELLPADDING=3 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=50%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=50%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>

                                                     KANSAS CITY LIFE INSURANCE COMPANY</FONT></TD></tr>
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<TD WIDTH=50%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
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                                                     <u>By:&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; </u></FONT></TD></tr>
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                                                     <u>Its:       Vice President   </u></FONT></TD></tr> </table>



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ATTEST:</font></p><br><br>


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Its:    Assistant Secretary         </u>
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                                                                   TRUSTEES

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