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<H2 ALIGN=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
United States<BR>
                       Securities and Exchange Commission<BR>
                             Washington, D. C. 20549<BR><BR><BR>



                                    Form 8-K<BR><BR>

                                 Current Report<BR><BR><BR><BR>



                       Pursuant to Section 13 or 15(d) of<BR>
                       the Securities Exchange Act of 1934<BR><BR><BR><BR>




                             Date of Report (Date of earliest event reported):  January 24, 2005<BR><BR><BR><BR>



                       <u>Kansas City Life Insurance Company</u><BR>



                                           (Exact Name of Registrant as Specified in Charter)
</font></h2>
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          <b><u>Missouri</u>                                <u>2-40764</u>                                          <u>44-0308260</u></b>
  (State of Incorporation)                    (Commission File Number)                      (IRS Employer Identification No.)

<b>
                         3520 Broadway
                   <u>Kansas City, Missouri</u>                                                         <u>64111-2565</u></b>
           (Address of Principal Executive Offices)                                                   (Zip Code)

</pre>
<P align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2><b>
                                                   Telephone Number: (816) 753-7000<BR><BR><BR>

                                                            <u>Not Applicable</u></b><BR>
                                     (Former name or former address, if changed since last report)
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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
[&nbsp;&nbsp; ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
</font></p>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
[&nbsp;&nbsp; ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
</font></p>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
[&nbsp;&nbsp; ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
</font></p>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
[&nbsp;&nbsp; ]  Pre-commencement communications pursuant to Rule 13c-4(c) under the Exchange Act (17 CFR 240.13e-4(c)
</font></p>



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                                   Page 1 of 19

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<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>


Item 1.01 - Entry into a Material Definitive Agreement.
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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
1.&nbsp;&nbsp;&nbsp;&nbsp;<u>Management Incentive Plan</u>
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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;On January 24, 2005 Kansas
City Life Insurance Company entered into an agreement with certain members of
Management for a one year incentive plan. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company has in place an
Annual Incentive Compensation Plan that is designed to encourage certain
management employees to meet or exceed certain corporate goals. Awards are paid in cash and are subject to the Company
meeting a certain level of net income.  These goals are
developed to align management&#146;s efforts with the interests of shareholders.
These goals include a financial goal measured by growth in operating income, a
growth goal measured by increase in the sale of life insurance and an expense
goal measured by control of certain operating expenses. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In addition, participants,
with the exception of the President and CEO, have two personal goals that are
designed to support the corporate goals and objectives. Opportunity levels vary
under the Plan by job size and title, with maximum awards ranging from 15% to
75% of base salary.  </FONT></P>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
2.&nbsp;&nbsp;&nbsp;&nbsp;  <u>Senior Management Incentive Plan</u>
</font></p>


<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;On January 24, 2005 Kansas
City Life Insurance Company entered into an agreement with certain members of
senior management for a three year, long term incentive plan. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Effective in 2004, the
Company has established a three year long term incentive plan for senior
management that awards participants for the increase in the price of the
Company&#146;s common stock from January 1, 2004 through December 31, 2006.
Participants are awarded units (phantom shares) based on a compensation analysis
performed by an independent compensation consulting firm. The number of units
awarded is based on the total direct compensation for equivalent positions in
the marketplace less the sum of the actual base salary for each participant and
the maximum annual incentive opportunity under the Company&#146;s Annual
Incentive Plan. Each unit awarded is valued by determining the present value of
the potential growth and dividends on a share of Kansas City Life stock over a
three year period assuming a 5% compound growth rate and the Company&#146;s
current dividend policy. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;At the conclusion of the
three year cycle, participants will receive awards based on the increase in the
per share price times their number of units. The increase will be determined
based upon the change in the volume weighted average price for the month of
December 2004 as compared to the volume weighted average price for the month of
December 2006. Participants will also receive dividends accrued on their units
commensurate with the Company&#146;s dividend policy only to the extent that the
dividends offset any depreciation (if applicable) on the price of the shares
over the three year period. </FONT></P>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
3.&nbsp;&nbsp;&nbsp;&nbsp;  <u>Directors Compensation</u>
</font></p>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         On January 24, 2005 the Board of Directors approved an increase in Board and meeting fees as follows:
</font></p>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>BE IT RESOLVED, </B>that
the Resolution adopted January 22, 2001 relating to fees for members of the
Board of Directors for attending meetings of the Board, Executive Committee,
Audit Committee and Nominating Committee be repealed and that the following
Resolution be adopted in lieu thereof: </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Effective January 25, 2005,
Directors serving on and after this date who are not salaried employees of the
Company shall be paid a fee of $5,000.00 at the time of each quarterly Board
meeting and $2,500.00 for attending each quarterly Board meeting; $2,000.00 for
attending special meetings of the Board, and the following fees for attending
each meeting of the Executive Committee, Audit Committee, Nominating Committee
and Compensation Committee: </FONT></P>
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                                   Page 2 of 19

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<PRE>
            Executive Committee               $1,250.00

            Audit Committee
                   Chairman                    2,000.00
                   Member                      1,000.00

            Nominating Committee                 500.00

            Compensation Committee
                   Chairman                    1,000.00
                   Member                        750.00


</PRE>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Effective January 25, 2005,
Directors serving on and after this date who are salaried employees of the
Company shall be paid a fee of $1,250.00 per quarter at the time of each quarterly Board
meeting and $500.00 for attending special meetings of the Board, but shall not
receive fees for attending Committee meetings. </FONT></P>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Item 5.03 &#150;
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.</font></h2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;On January 24, 2005 the
Board amended the Bylaws to provide for Annual and Regular meetings of the Board
of Directors as follows: </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;BE IT RESOLVED,  that <i>Article IV</i> of the Bylaws of Kansas City Life Insurance Company, <i>MEETINGS OF THE BOARD OF DIRECTORS</i>,  be hereby
amended by deleting  <i>Section 1: ANNUAL AND REGULAR  MEETINGS</i> in its entirety and  substituting  <i>Section 1: ANNUAL AND REGULAR  MEETINGS</i>
as follows:

 </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION 1:  ANNUAL AND REGULAR MEETINGS.  The annual Meeting of the Board of Directors shall be held in the second quarter no more
than thirty (30) days after the Annual Meeting of Stockholders for the transaction of such business as may properly come before the
Meeting.  Regular Meetings of the Board shall be held in each of the remaining three quarters of the year at such times as the
Chairman of the Board or the Board of Directors shall designate from time to time.  Notice of any Annual or Regular meeting shall be
given as set forth in Article IV, Section 3. </FONT></P>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Prior to the amendment, Article IV, Section 1 read as follows:
</FONT></P>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         SECTION 1: ANNUAL AND REGULAR  MEETINGS.  An Annual  Meeting of the Board of  Directors  shall be held  without  notice  other
than this  Bylaw,  at the hour of 1:00 p.m.  on the fourth  Monday in April of each year for the  transaction  of such  business as may
properly come before the meeting.  Regular  Meetings of the Board shall be held at 1:00 p.m. on the fourth Monday in January,  July and
October of each year,  and at such other times as the Board may determine by  resolution.  If the day fixed for the Annual Meeting or a
Regular Meeting shall be a legal holiday, such meeting shall be held on the next succeeding business day.
</FONT></P>
<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Item 9.01
&#150; Financial Statements and Exhibits.</FONT></H2>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
         &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;&nbsp;&nbsp; Exhibits<BR><BR>
  &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3(ii)&nbsp;&nbsp;&nbsp;&nbsp; BYLAWS OF KANSAS CITY LIFE INSURANCE COMPANY, Amended and Restated January 24, 2005.
</font></p>
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                                                             Page 3 of 19
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<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>SIGNATURE</FONT></H1>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the
requirements of the Securities Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the undersigned thereunto duly
authorized. </FONT></P>

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                                                     <u>KANSAS CITY LIFE INSURANCE COMPANY</u>
                                                                   (Registrant)


                                                     By:<u>/s/Tracy W. Knapp</u>
                                                           Tracy W. Knapp
                                                           Senior Vice President, Finance

<u>January 28, 2005</u>
     (Date)
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                                   Page 4 of 19

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Exhibit 3(ii), Form 8-K
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                                                                BYLAWS<BR>
                                                                  OF<BR>
                                                  KANSAS CITY LIFE INSURANCE COMPANY<BR><BR>


Amended and Restated January 24, 2005<BR><BR><BR><BR><BR><BR><BR><BR><BR><BR><BR>

</b></font></p>









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                                   Page 5 of 19

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                                                          SUMMARY OF CONTENTS
</b></font></p>
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ARTICLE I
   OFFICES..............................................................................1

ARTICLE II
   STOCKHOLDERS
     Section 1: Annual Meetings.........................................................1
     Section 2: Special Meetings........................................................1
     Section 3: Place of Meeting........................................................1
     Section 4: Notice of Meetings......................................................1
     Section 5: Conduct of Meeting......................................................1
     Section 6: Voting Lists............................................................2
     Section 7: Quorum..................................................................2
     Section 8: Proxies.................................................................2
     Section 9: Voting..................................................................2
     Section 10:Notice of Stockholder Business..........................................2

ARTICLE III
   DIRECTORS
     Section 1: General Powers..........................................................3
     Section 2: Number, Election, and Term of Directors.................................3
     Section 3: Nomination of Directors.................................................3
     Section 4: Removal of Directors....................................................3
     Section 5: Vacancies...............................................................4
     Section 6: Advisory Directors......................................................4

ARTICLE IV
   MEETINGS OF THE BOARD OF DIRECTORS
     Section 1: Annual and Regular Meetings.............................................4
     Section 2: Special Meetings........................................................4
     Section 3: Notice..................................................................4
     Section 4: Place of Meeting........................................................5
     Section 5: Quorum and Voting.......................................................5
     Section 6: Actions of the Board of Directors Without a Meeting.....................5
     Section 7: Participation...........................................................5
     Section 8: Committees..............................................................5
     Section 9: Executive Committee.....................................................5
     Section 10:Evaluating Acquisition Proposals........................................6

ARTICLE V
   OFFICERS
     Section 1: Number..................................................................7
     Section 2: Election and Term of Office.............................................7
     Section 3: Vacancies...............................................................7
     Section 4: Removal.................................................................7

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                                   Page 6 of 19

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<pre>

     Section 5: Delegation of Authority to Hire, Discharge, and Designate Duties........7
     Section 6: Chairman of the Board...................................................7
     Section 7: Vice Chairman of the Board..............................................7
     Section 8: President...............................................................7
     Section 9: Vice President..........................................................7
     Section 10:Actuary.................................................................8
     Section 11:Auditor.................................................................8
     Section 12:Controller..............................................................8
     Section 13:General Counsel.........................................................8
     Section 14:Secretary...............................................................8
     Section 15:Treasurer...............................................................8
     Section 16:Associate and Assistant Officers........................................8



ARTICLE VI
   CONTRACTS, LOANS, CHECKS AND DEPOSITS
     Section 1: Contracts...............................................................9
     Section 2: Loans...................................................................9
     Section 3: Checks, Drafts and Other Documents......................................9
     Section 4: Deposits................................................................9

ARTICLE VII
   CERTIFICATES OF STOCK AND THEIR TRANSFER
     Section 1: Certificates of Stock...................................................9
     Section 2: Lost Certificates.......................................................9
     Section 3: Transfer of Shares......................................................9
     Section 4: Treasury Stock..........................................................10

ARTICLE VIII
   DIVIDENDS............................................................................10

ARTICLE IX
   SEAL.................................................................................10

ARTICLE X
   WAIVER OF NOTICE.....................................................................10

ARTICLE XI
   FISCAL YEAR..........................................................................10

ARTICLE XII
   INDEMNIFICATION OF OFFICERS, DIRECTORS AND OTHERS....................................10

ARTICLE XlII
   AMENDMENTS...........................................................................12

</PRE>
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                                   Page 7 of 19

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<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>BYLAWS<BR>

 OF<BR>

KANSAS CITY
LIFE INSURANCE COMPANY</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>ARTICLE I<BR>

OFFICES</FONT></H1>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
principal business office of the Company in the State of Missouri shall be
located in Kansas City. The Company may have such other offices, either within
or without the State of Missouri, as the business of the Company may require
from time to time. The Registered Office of the Company in the State of Missouri
may be, but need not be, identical with the address of its principal business
office in the State of Missouri, and the Registered Office may be changed from
time to time by the Board of Directors. </FONT></P>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>ARTICLE II<BR>

STOCKHOLDERS</FONT></H1>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section
1: Annual Meetings. </B>Annual Meetings of the Stockholders shall be held at
9:00 a.m., on the Thursday immediately preceding the fourth Monday in April of
each year for the purpose of electing Directors and for the transaction of such
other business as may properly come before the meeting pursuant to the
provisions of this Article. If the day fixed for the Annual Meeting shall be a
legal holiday, such meeting shall be held on the next succeeding business day.
If the election of Directors shall not be held on the day designated herein for
any Annual Meeting, or at any adjournment thereof, the Board of Directors shall
cause the election to be held at a Special Meeting of the Stockholders as soon
thereafter as such a meeting conveniently may be held. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section
2: Special Meetings. </B>Special Meetings of the Stockholders may be called by
resolution of the Board of Directors, or by the written request of the
President, or the Secretary, or a majority of the members of the Board of
Directors, or by the written request of holders of not less than a majority of
all the outstanding shares of stock of the Company. Such resolution or request
shall state specifically the business to be transacted at the Special Meeting. A
copy of any such written request shall be delivered to the Secretary of the
Company, who shall cause a written or printed notice of the Special Meeting
complying with the provisions of this Article to be delivered to the
Stockholders. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section
3: Place</B> <B>of Meeting. </B>Annual and Special Meetings of the Stockholders
shall be held at such place, within or without the State of Missouri, as is
designated by the Board of Directors. A Special Meeting called by the
stockholders shall be held at the principal business office of the Company. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section
4: Notice of Meetings. </B>Written or printed notice stating the place, day and
hour of the meeting and, in the case of a Special Meeting the purpose or
purposes for which the meeting is called, shall be delivered not less than ten
(10) nor more than fifty (50) days before the date of the meeting, either
personally or by mail, or by any other means (including but not limited to
instantaneous, overnight, or other means of rapid delivery) by or at the
direction of the President or the Secretary of the Company to each Stockholder
of record entitled to vote at such meeting. Such notice shall be deemed to be
delivered when deposited in the United States mail or other means of delivery
addressed to the Stockholder at such Stockholder&#146;s address as it appears on
the records of the Company, with postage thereon prepaid or the payment of
delivery charges thereon provided for, or at the time of actual delivery,
whichever is earlier. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section
5: Conduct of Meeting. </B>The President shall designate an individual to serve
as the Chairman of the meeting, who may be any individual present in person at
the meeting, including the President. The Chairman of the meeting shall have the
right and authority to prescribe such rules, regulations and procedures and to
do all such acts and things as are necessary or desirable for the proper conduct
of the meeting, including, without limitation, the establishment of procedures
for the maintenance of order and safety, limitations on the time allotted to
Stockholders for questions or comments on the affairs of the Company,
restrictions on entry to such meeting after the time prescribed for the
commencement thereof, and the opening and closing of the voting polls. </FONT></P>

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                                   Page 8 of 19

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section
6:</B> <B>Voting Lists. </B>At least ten (10) days before each meeting of
Stockholders, the Officer or agent having charge of the transfer book for shares
of the Company shall make a complete list of the Stockholders entitled to vote
at such meeting, arranged in alphabetical order with the address of and the
number of shares held by each Stockholder, which list, for a period of ten (10)
days prior to such meeting, shall be kept on file at the Registered Office of
the Company and shall be subject to inspection by any Stockholder during the
whole time of the meeting. The original share ledger or transfer book, or a
duplicate thereof kept in this State, shall be prima facie evidence as to the
Stockholders entitled to examine such list or share ledger or transfer book and
as to the Stockholders entitled to vote at any meeting of the Stockholders. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section
7: Quorum. </B>A majority of the outstanding shares of the Company, represented
in person or by proxy, shall constitute a quorum at any meeting of the
Stockholders; provided, however, that if less than a majority of the outstanding
shares is represented at said meeting, a majority of the shares so represented
may adjourn the meeting, from time to time without further notice, to a date not
longer than ninety (90) days from the date originally set for such meeting. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section
8: Proxies.</B> At all meetings of Stockholders, a Stockholder may vote either
in person or by proxy executed by such Stockholder or by such Stockholder&#146;s
duly authorized attorney-in-fact, but the proxy shall be a legal voter of the
Company; provided, however, that all proxies are subject to the provisions of
Section 375.191, RSMo, or any successor statutes. Such proxy shall be in
writing, shall state the name of the person to cast the vote and the date of the
meeting at which the vote shall be cast, and such proxy shall be filed with the
Secretary of the Company before or at the time of the meeting. No proxy shall be
valid after eleven (11) months from the date of its execution, unless otherwise
provided in the proxy. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section
9: Voting.</B> Except as otherwise provided by statute or by the Articles of
Incorporation and subject to the provisions of these Bylaws, each Stockholder
shall be entitled to one (1) vote for each share of capital stock held by such
Stockholder; provided, however, that at all elections of Directors, each
Stockholder shall be entitled to as many votes as shall equal the number of
shares held by such Stockholder multiplied by the number of Directors to be
elected, and such Stockholder may cast all such votes for a single Director or
may distribute them among the number of Directors to be voted for or any two or
more of them as such Stockholder may see fit. At all meetings of Stockholders,
except as otherwise required by statute, by the Articles of Incorporation, or by
these Bylaws, all matters shall be decided by the vote of a majority in interest
of the Stockholders entitled to vote, present in person or by proxy. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section
10: Notice of Stockholder Business.</B> At an Annual Meeting of Stockholders or
Special Meeting of Stockholders, only business shall be conducted as shall be
properly brought before the meeting and the Chairman of the meeting shall
declare at the meeting that no matter may be considered or voted on unless it is
properly brought before the meeting. To be properly brought before a Special
meeting, business must be (a) specified in the written or printed notice of
meeting (or any supplement thereto) given to Stockholders pursuant to these
Bylaws, or (b) brought before the meeting by or at the direction of the Board of
Directors, upon the approval of more than two-thirds of all Directors then in
office. To be properly brought before an Annual Meeting, business must be (a)
specified in the notice of meeting (or any supplement thereto) given to
Stockholders pursuant to these Bylaws, (b) brought before the meeting by or at
the direction of the Chairman of the meeting, (c) otherwise properly brought
before the meeting by or at the direction of the Board of Directors, upon the
approval of more than two-thirds of the Directors then in office, or (d)
otherwise properly brought before the meeting by a Stockholder or group of
Stockholders. For business to be properly brought before an Annual Meeting by a
Stockholder or group of Stockholders, the Chairman of the meeting must determine
that the matter is appropriate for determination by the Stockholders at that
time and the Stockholder or group of Stockholders must have delivered to the
Secretary of the Company written notice of the matter at least thirty (30) days
prior to the Annual Meeting. A Stockholder&#146;s notice to the Secretary shall
set forth as to each matter the Stockholder or group of Stockholders proposes to
bring before the Annual Meeting (a) a brief description of the business desired
to be brought before the Annual Meeting, (b) the name and address, as they
appear on the Company&#146;s books, of the Stockholder or members of the group
of Stockholders proposing such business, (c) the class and number of shares of
the Company&#146;s voting stock that are beneficially owned by that Stockholder
or members of the group of Stockholders, and (d) any direct or indirect interest
of the Stockholder or members of the group of Stockholders making the proposal
in the matter being proposed. The Stockholder&#146;s notice will not be
effective if it is found by the Chairman of the meeting to contain any
misstatement of fact or omit any fact required to be stated therein.
Notwithstanding anything in the Bylaws to the contrary, no business shall be
conducted at an Annual Meeting or a Special meeting except in accordance with
the procedures set forth herein. </FONT></P>
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                                                                  -2-
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                                   Page 9 of 19

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<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>ARTICLE III<BR>

DIRECTORS</FONT></H1>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>
     Section 1: General Powers.</b> The business and affairs of the Company shall be managed by its Board of Directors.
</font></p>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section
2: Number, Election, and Term of Directors</B>. The Board of Directors shall
consist of the number of members set forth in the Articles of Incorporation of
the Company from time to time, who shall be elected in the manner and for the
term set forth in those Articles from time to time. Each Director shall hold
office until his or her successor has been elected and has qualified. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section
3: Nomination of Directors. </B>All nominations for election of individuals as
members of the Board of Directors of the Company by any person or group (other
than nominations made by the Board of Directors of the Company) must be preceded
by delivery of a written Notice of Intent to Nominate Director (the
&#147;Notice&#148;) according to the procedures described in this Section, which
Notice shall state the following: (1) the name(s) and residence address(es) of
the Stockholder or members of the group of Stockholders who intend to make such
nomination; (2) a representation that said Stockholder is or all members of said
group of Stockholders are holders of record of shares of the Company&#146;s
voting stock that are entitled to vote in the election of Directors, and that
they intend to appear in person or by proxy at the meeting to nominate the
person or persons specified in the Notice; (3) the class and number of shares of
the Company&#146;s voting stock that are beneficially owned by that Stockholder
or by each member of such a group of Stockholders; (4) the name(s) and residence
address(es) of all proposed nominees; (5) such information regarding each such
nominee as would be required to be included in a proxy statement filed pursuant
to the proxy rules to which the Company is subject if the Board of Directors of
the Company were to nominate such nominees; (6) a description of all
arrangements or understandings among the nominating Stockholder or members of
the group of Stockholders and each nominee or any other person or persons
(naming such person or persons) pursuant to which the nomination or nominations
are to be made by the Stockholder or group of Stockholders; and (7) a written
consent of each such nominee to serve as a Director of the Company if so
elected, signed by each such nominee. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Nominations
for election to the Board of Directors may be made at an Annual Meeting of
Stockholders or Special Meeting of Stockholders only as follows: (1) if the
nomination is made by the Board of Directors, notice of such nomination must
have been given to the Chairman of the Board on or before the day sixty (60)
days prior to the date of the meeting at which the nominations are to be
considered by the Stockholders, or (2) if the nomination is made by any person
or group other than the Board of Directors, that person or group must have
hand-delivered or mailed by Certified Mail, Return Receipt Requested, such
notice to the Chairman of the Board of the Company and such notice must have
been received at the Company&#146;s principal business office on or before the
day sixty (60) days prior to the date of the meeting at which the nominations
are to be considered by the Stockholders. The Chairman of the meeting may in his
or her discretion determine that a nomination for election of Directors is not
made in compliance with the provisions of the foregoing paragraphs, and if he or
she shall so determine, he or she shall so declare to the meeting and the
defective nomination shall be disregarded and ineffective and shall not be
considered by the Stockholders. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
requirements of the preceding paragraphs shall not be applicable to replacement
nominations for election to the Board of Directors made by the Board of
Directors or to replacement by any other person or group that has complied in
full with the Notice delivery provisions of the preceding paragraphs, if such
replacement nominations are made solely to replace a person properly nominated
under those paragraphs in the case of a bona fide resignation of an existing
Director nominee or the death or inability to serve of any such nominee. The
Chairman of the meeting shall have full and sole power to determine if such
resignation or inability to serve is bona fide and not for the purpose of
avoiding the provisions of this Section, and his or her decision shall be final
and binding. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section
4: Removal of Directors. </B>At a meeting called expressly for that purpose, one
or more Directors or the entire Board of Directors may be removed, with or
without cause, by the vote of the holders of more than two-thirds of the shares
then entitled </FONT></P>
<P align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                                                                  -3-
</font></p>
<P align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>

                                   Page 10 of 19

</font></p>



<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>to vote at an election of
the Directors. If less than the entire Board is to be removed, no one of the
Directors may be removed if the votes cast against his or her removal would be
sufficient to elect him or her if cumulatively voted at an election of the class
of Directors of which he or she is a part. Any Director may be removed for cause
upon the affirmative vote of more than two-thirds of all Directors then in
office. Written notice of the proposed removal shall be given to all Directors
of the Company according to the procedures described in these Bylaws for
delivery of notices of meetings of Directors. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section
5:</B> <B>Vacancies</B>. In case of the death, resignation, or removal of one or
more of the Directors, a majority of the remaining Directors voting on the issue
may elect a replacement Director to fill the resulting vacancy or vacancies,
such replacement Director to serve the balance of the vacated term and until his
or her successor is elected. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section
6: Advisory Directors</B>. The Board of Directors may appoint from time to time
such Advisory Directors as the Board of Directors in their sole discretion deem
to be appropriate and beneficial to the business of the Company. The Advisory
Directors shall not be members of the Board of Directors of the Company or be
fiduciaries to the Company or its Stockholders, or have any vote on the business
affairs of the Company, but shall be advisors and consultants to the Board of
Directors on such matters as the Board of Directors shall choose to consult with
the Advisory Directors. The Board of Directors may appoint any number of persons
as Advisory Directors, whose abilities and interests in the Company, in the
opinion of the Board of Directors, qualify that person to render service to the
Board of Directors in an advisory capacity. Such Advisory Directors may receive
notice of and attend meetings of the Board of Directors, but shall not be
counted for the purpose of determining a quorum or majority of the Board of
Directors for any purpose. Such Advisory Directors shall perform such special
tasks as may be assigned by the Board of Directors or the Chairman of the Board.
No action of the Board of Directors shall be invalid because of any failure of
any such Advisory Director to receive notice of or to attend any meeting of the
Board of Directors or to be informed of or to approve of any action by the Board
of Directors. Unless otherwise determined by the Board of Directors from time to
time, the Advisory Directors shall be fully indemnified and insured from
liability to the extent that members of the Board of Directors are insured
pursuant to Article XII of these Bylaws. </FONT></P>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>ARTICLE IV<BR>

MEETINGS OF
THE BOARD OF DIRECTORS</FONT></H1>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section
1: Annual and Regular Meetings</B>. The Annual Meeting of the Board of Directors
shall be held in the second quarter no more than thirty (30) days after the
Annual Meeting of Stockholders for the transaction of such business as may
properly come before the meeting. Regular Meetings of the Board shall be held in
each of the remaining three quarters of the year at such times as the Chairman
of the Board or the Board of Directors may designate from time to time. Notice
of any Annual or Regular Meeting shall be given as set forth in Article IV,
Section 3. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section
2: Special Meetings</B>. Special Meetings of the Board of Directors may be
called by or at the written request of the President, or the Secretary, or by a
majority of the Board of Directors. A copy of such written request shall be
delivered to the Secretary of the Company, who shall cause a written or printed
notice of the Special Meeting complying with the provisions of this Article to
be delivered to the Directors. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section
3: Notice. </B>Notice of any Special Meeting shall be given at least three (3)
days previously thereto by written notice delivered personally, by telegram,
mail, or by any other means (including but not limited to instantaneous,
overnight, or other means of rapid delivery) to each Director at his or her
address. Such notice shall be deemed to be delivered when deposited in the
United States mail or other means of delivery, addressed to the Directors at
each Director&#146;s address as it appears on the records of the Company,
thereon provided for, or at the time of actual delivery, whichever is earlier.
If notice is given by telegram, such notice shall be deemed to be delivered when
the telegram is delivered to the telegraph company, with all charges prepaid.
Any Director may waive notice of any meeting in a writing signed by the
Director, either before, at, or after the time for such meeting. The attendance
of a Director at any meeting shall constitute a waiver of notice of such
meeting, except where a Director attends a meeting for the express purpose of
objecting to the transaction of any business because the meeting is not lawfully
called or convened. Except as expressly provided to the contrary in these Bylaws
or under applicable law, neither the business to be transacted at nor the
purpose of any Annual, Regular or Special Meeting of the Board of Directors need
be specified in the notice or waiver of notice of such meeting. </FONT></P>

<P align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                                                                  -4-
</font></p>
<P align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>

                                   Page 11 of 19

</font></p>


<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section 4: Place of
Meeting. </B>Meetings of the Board of Directors shall be held at such place,
within or without the State of Missouri, as shall be provided for in the
resolution, notice, waiver of notice or call of such meeting, or if not
otherwise designated, at the principal business office of the Company. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section
5: Quorum and Voting. </B>Except as may be otherwise specifically provided by
statute, by the Articles of Incorporation, or by these Bylaws, a majority of the
total number of Directors then in office shall constitute a quorum for the
transaction of business, and the vote of a majority of the Directors present at
any meeting at which a quorum is present shall be the act of the Board of
Directors; provided, however, that if less than a majority of the Directors are
present at said meeting, a majority of the Directors present may adjourn the
meeting from time to time, and such adjourned meeting may be reconvened without
further notice. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section
6: Actions of the Board of Directors Without a Meeting. </B>Any action that is
required to be or may be taken at a meeting of the Directors may be taken
without a meeting if consents in writing, setting forth the action so taken, are
signed by all of the Directors then in office. Such consents shall have the same
force and effect as a unanimous vote of the Directors at a meeting duly held
upon proper notice thereof, and may be stated as such in any certificate or
document. The Secretary shall file such consents with the minutes of the
meetings of the Board of Directors. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section
7: Participation. </B>Members of the Board of Directors or of any Committee
designated by the Board of Directors may participate in a meeting of the Board
or Committee by means of conference telephone call or similar means of
communication as long as all persons participating in the meeting can hear each
other person. Participation in a meeting in this manner shall constitute
presence in person at the meeting. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section
8: Committees. </B>By the affirmative vote of more than two-thirds of all of the
Directors, then in office, the Board of Directors may authorize and designate,
from time to time or on a regular basis, two or more Directors to constitute one
or more Committees, which shall have and exercise such authority as is expressly
delegated by the Board of Directors to that Committee or as is set forth in
these Bylaws. Among the Committees that may be so designated are a Nominating
Committee, an Audit Committee, and an Executive Committee. Any Committee so
designated shall continue to exist and to have such powers and authority as have
previously been granted by the Board or these Bylaws until the Committee is
dissolved or its powers or authority are altered by the affirmative vote of more
than two-thirds of all Directors then in office. The members of any Committee so
designated shall continue to serve so long as they are Directors until they
resign from such Committee or until they are removed or replaced by the
affirmative vote of more than two-thirds of all Directors then in office. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section
9: Executive Committee. </B>If an Executive Committee is appointed from time to
time by the Board of Directors pursuant to the preceding section, that Executive
Committee shall have and exercise all of the authority of the Board of Directors
in the management, general control, and supervision of the business of the
Company, subject to the general direction of the Board of Directors. The
Committee shall have control of the investment of the Company&#146;s funds and
shall direct the performance by the Company&#146;s Officers of all acts
necessary to accomplish the investment of the Company&#146;s funds and may order
foreclosures of real estate mortgages and deeds of trust, and appoint substitute
trustees therefore when necessary or advisable, fix the compensation of all
employees of the principal business office of the Company and of all other
salaried employees. It shall order the performance by the Officers of any acts
necessary to comply with the laws of the various states and jurisdictions where
the Company is authorized to do business or shall hereafter seek to become
authorized to do business. In the absence, disability or refusal to act of any
Officer of the Company, the Executive Committee may appoint his or her successor
pro tem, who, during the<B> </B>term of special appointment, shall be authorized
to discharge all the duties properly incumbent upon the official he or she is
appointed to succeed. All moneys belonging to the Company shall be deposited in
banks or trust companies approved by the Executive Committee, or the Board of
Directors, to the credit of the Company, and shall be drawn only on the joint
checks or drafts of two of the following named Officers: President, Treasurer, a
Vice President, Secretary, and such other persons as may from time to time be
designated in writing by the Executive Committee. The Executive Committee shall,
in all matters not herein specifically set forth, exercise plenary power and
supervision, subject only to the Board of Directors, over all of the
Company&#146;s business. At any meeting, a majority of the members of the
Executive Committee shall constitute a quorum for the transaction of business.
Acts of the Executive Committee shall be by a majority vote of the members
present. </FONT></P>

<P align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                                                                  -5-
</font></p>
<P align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>

                                   Page 12 of 19

</font></p>



<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
President, or in his or her absence the Vice Chairman of the Board, is
authorized to invite any Director to sit on the Executive Committee at any of
its meetings in the place of any duly appointed member of the Executive
Committee who may be absent. Any Director so invited to sit in the place of an
absent member of the Executive Committee shall have the same rights, privileges,
and powers as possessed by the regular member of the Executive Committee and
shall receive the same compensation as a regular member, provided, however, that
a salaried Officer of the Company shall not receive compensation for serving on
the Executive Committee, and provided further, that it shall not be incumbent
upon the President or Vice Chairman of the Board to invite a Director to sit on
the Executive Committee on all occasions when a regular member is absent. </FONT></P>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>
     Section 10: Evaluating Acquisition Proposals.</b></font></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
     1.&nbsp;&nbsp;&nbsp;&nbsp; In exercising  its business  judgment  concerning any  acquisition  proposal,  as defined below,  the Board of Directors of the
Company may consider the following factors, among any others that it deems relevant:
</font></p>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=3>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</font></td>
<TD WIDTH=95%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
     (a)&nbsp;&nbsp;&nbsp;&nbsp;  The consideration being offered in the acquisition proposal in relation to the Board's estimate of:
</font></td></tr></table>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=3>
<TR VALIGN=TOP>
<TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</font></td>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
         (i)&nbsp;&nbsp;&nbsp;&nbsp; The  current  value of the  Company  in a freely  negotiated  sale of either  the  Company  by  merger,  consolidation  or
              otherwise, or all or substantially all of the Company's assets;
</font></td></tr>
<TR VALIGN=TOP>
<TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</font></td>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>

         (ii)&nbsp;&nbsp;&nbsp;&nbsp;    The current value of the Company if orderly liquidated;
</font></td></tr>
<TR VALIGN=TOP>
<TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</font></td>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>

         (iii)&nbsp;&nbsp;&nbsp;&nbsp;    The future value of the Company over a period of years as an independent entity discounted to current value;
</font></td></tr></table>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=3>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</font></td>
<TD WIDTH=95%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>

     (b)&nbsp;&nbsp;&nbsp;&nbsp; Then existing  political,  economic and other factors bearing on security prices  generally or the current market value of the
         Company's securities in particular;
</font></td></tr>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</font></td>
<TD WIDTH=95%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
     (c)&nbsp;&nbsp;&nbsp;&nbsp;    Whether the acquisition proposal might violate federal, state or local laws;
</font></td></tr>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</font></td>
<TD WIDTH=95%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
     (d)&nbsp;&nbsp;&nbsp;&nbsp; Social,  legal and economic effects on employees,  suppliers,  policyholders and others having similar  relationships with the
         Company, and the communities in which the Company conducts its businesses;
</font></td></tr>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</font></td>
<TD WIDTH=95%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
     (e)&nbsp;&nbsp;&nbsp;&nbsp;    The financial condition and earning prospects of the person making the acquisition proposal.
</font></td></tr></table>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
     2.&nbsp;&nbsp;&nbsp;&nbsp; For purposes of this Section, the term "acquisition proposal" means any proposal of any person:
</font></P>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=3>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</font></td>
<TD WIDTH=95%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
     (a)  &nbsp;&nbsp;&nbsp;&nbsp;   For a tender offer, exchange offer, or other comparable offer for any equity security 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=95%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
     (b)  &nbsp;&nbsp;&nbsp;&nbsp;   To merge or consolidate the Company with another 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=95%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
     (c) &nbsp;&nbsp;&nbsp;&nbsp;    To purchase or otherwise acquire all or a substantial part of the assets of the Company.
</font></td></tr></table>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Nothing
in this Section shall require any Director or the Company to respond to any
particular acquisition proposal. </FONT></P>
<P align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                                                                  -6-
</font></p>
<P align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>

                                   Page 13 of 19

</font></p>




<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>ARTICLE V<BR>

OFFICERS</FONT></H1>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section
1: Number. </B>The Officers of the Company shall consist of a President and a
Secretary. The Board of Directors may also elect a Chairman of the Board, a Vice
Chairman of the Board, one or more Vice Presidents (one or more of whom may be
designated or elected as Executive Vice Presidents or Senior Vice Presidents),
Treasurer, Controller, General Counsel, Actuary, Auditor, one or more Associates
of or Assistants to any of these Officers, and such other Officers as the Board
of Directors shall deem advisable. Any two or more offices may be held by the
same person, except the offices of President and Secretary. The salaries of the
Officers shall be set from time to time by the Board of Directors. All Officers
of the Company, as between themselves and the Company, shall have such authority
and perform such duties in the management of the property and affairs of the
Company as may be provided in these Bylaws or as are established by resolution
of the Board of Directors from time to time. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section
2: Election and Term of Office</B>. The Officers of the Company shall be elected
annually by the affirmative vote of a majority of all Directors then in office
at the Annual Meeting of the Board of Directors. If the election of Officers
shall not be held at such meeting, it shall be held as soon thereafter as may be
convenient. Each Officer shall hold office until his or her successor shall have
been duly elected and shall have qualified or until his or her death or until he
or she shall resign or shall have been removed in the manner hereinafter
provided. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section
3: Vacancies</B>. If any office becomes vacant by reason of death, resignation,
removal, disqualification or any other reason, then by the affirmative vote of a
majority of all Directors then in office, the Board of Directors may choose a
successor to fill such vacancy or may delegate the duties of any such vacant
office to any other Officer or to any Director of the Company for the unexpired
portion of the term. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section
4: Removal</B>. Any Officer or employee elected, appointed, or hired by the
Board of Directors or any person or committee under the authority of the Board
of Directors may be removed by the affirmative vote of more than two-thirds of
all Directors then in office whenever in their judgment the best interests of
the Company would be served thereby or whenever, in the judgment of more than
two-thirds of all Directors then in office, the Officer or employee is unable to
perform the duties of his or her office for any reason, but such removal shall
be without prejudice to the contract rights, if any, of the person so removed. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section
5: Delegation of Authority to Hire, Discharge, and Designate Duties. </B>To the
extent that such delegation is not contrary to applicable law, the Board of
Directors may, from time to time, delegate to the Chairman of the Board, the
President, the Executive Committee, or any other Officer or executive employee
of the Company, or to a committee of employees, the authority to hire,
discharge, and fix and modify the duties, salaries, or other compensation of
employees of the Company under their jurisdiction, and the Board of Directors
may delegate to such Officer, executive employee, or Committee similar authority
with respect to obtaining and retaining for the Company the services of
attorneys, accountants, and other experts. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section
6: Chairman of the Board. </B>The Chairman of the Board shall preside at
meetings of the Board of Directors and shall perform such other duties as may be
prescribed in the Articles of Incorporation of the Company, the Bylaws, or by
the Board of Directors from time to time. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section
7: Vice Chairman</B> <B>of the Board. </B>In the absence of the Chairman of the
Board, the Vice Chairman of the Board shall have and may exercise all of the
powers and duties of the Chairman. The Vice Chairman of the Board shall perform
such other duties as may be directed by the Board of Directors from time to
time. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section
8: President. </B>The President shall be the Chief Executive Officer of the
Company and, subject to the direction and under the supervision of the Board of
Directors, shall direct the policy and management of the Company and shall have
general charge of the business, affairs and property of the Company and control
over its Officers, agents and employees; and shall do and perform such other
duties and may exercise such other powers as may be assigned to him or her by
these Bylaws or by the Board of Directors from time to time. </FONT></P>

<P align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                                                                  -7-
</font></p>
<P align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>

                                   Page 14 of 19

</font></p>







<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section
9: Vice President</B>. At the request of the President or in the event of his or
her absence, disability or refusal to act, the Vice Presidents (in the order of
priority of their designations, first as Executive Vice President, next as
Senior Vice Presidents, and next as Vice Presidents, if any such designations
are made, and in the order of their seniority within such designations) shall
perform all the duties of the President and when so acting shall have all the
powers of and be subject to all the restrictions upon the President. Each Vice
President shall have such powers and discharge such duties as may be assigned to
him or her from time to time by the President or the Board of Directors. Any of
the Vice Presidents (regardless of designation) is hereby expressly authorized
to execute on behalf of the Company releases of mortgages, deeds of trust, deeds
of release or conveyance of real estate, as may become necessary in the
transaction of the business of the Company, and to execute on behalf of the
Company all instruments that may be required to carry out the acts and decisions
of the Board of Directors or the Executive Committee, and to execute all
instruments and documents required by the insurance laws of the various states
and jurisdictions where the Company is authorized to do business or shall
hereafter seek to become authorized to do business, including but not limited to
the appointment of the Insurance Commissioners or Superintendents of the various
states and jurisdictions as attorney to accept service of legal process. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section
10: Actuary.</B> The Actuary shall make and furnish actuarial computations as
required in the business of the Company, and shall keep accurate records, make
reports, and furnish information to the executive Officers of the Company, and
perform such other duties as may be assigned to him or her by the Board of
Directors from time to time. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section
11: Auditor. </B>The duties of the Auditor shall be to review and appraise the
reliability, adequacy, and application of accounting, financial, and operating
controls to evaluate the extent of compliance with established policies, plans,
and procedures and to ascertain whether Company assets are properly accounted
for and safeguarded from losses. He or she shall in all matters be subject to
the control of the Board of Directors or the Executive Committee. His or her
powers and duties shall extend to all departments and branch offices of the
Company. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section
12: Controller. </B>The duties of the Controller shall be to maintain adequate
records of all assets, liabilities and transactions of the Company, and in
conjunction with other officials and department heads, to initiate and enforce
measures and procedures, including budgeting and cost programs, whereby the
business of the Company shall be conducted with maximum safety, efficiency and
economy. He or she shall in all matters be subject to the control of the Board
of Directors or the Executive Committee. His or her powers and duties shall
extend to all departments and branch offices of the Company. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section
13: General Counsel</B>. The General Counsel shall have charge of all litigation
and other legal matters of the Company, and shall, upon request, advise the
Officers of the Company with respect to the business of the Company. He or she
shall in all matters be subject to the control of the Board of Directors or the
Executive Committee. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section
14: Secretary</B>. The Secretary shall keep the minutes of all the meetings of
the Stockholders and of the Board of Directors; see that all notices are duly
given in accordance with the provisions of these Bylaws or as required by law;
be custodian of the Company records and of the seal of the Company and see that
the seal of the Company is affixed to all certificates of stock prior to the
issuance thereof and to all documents, the execution of which, on behalf of the
Company, is duly authorized; maintain a complete list of all Stockholders
entitled to vote at Stockholders&#146; meetings and have said list available for
inspection by any Stockholder who may be present at such meetings; have general
charge of the stock transfer books of the Company; and, in general, perform all
duties customarily incident to the office of Secretary and such other duties as
from time to time may be assigned to him or her by the President or by the Board
of Directors. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section
15: Treasurer. </B>The Treasurer shall have supervision of the funds,
securities, and receipts of the Company; cause all moneys and other valuable
effects of the Company to be deposited in its name and to its credit in such
depositories as shall be selected by the Board of Directors or pursuant to
authority conferred by the Board of Directors; cause to be kept proper vouchers
and other papers pertaining to the Company&#146;s business at the accounting
office of the Company; and shall perform all other duties customarily incident
to the office of Treasurer and such other duties as from time to time may be
assigned to him or her by the President or the Board of Directors. </FONT></P>

<P align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                                                                  -8-
</font></p>
<P align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>

                                   Page 15 of 19

</font></p>





<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section
16: Associate and Assistant Officers. </B>Any Associate or Assistant Officers
elected from time to time by the Board of Directors shall, in the absence or
disability of the Officer that they are associated with or assisting, perform
the duties and exercise the powers of that Officer, and shall perform such other
duties as the President or the Board of Directors shall prescribe from time to
time. In the event that there are more than one Associates of or Assistants to
any one Officer at any one time, then in the performance of these duties and
exercise of these powers, Associates shall have priority over Assistants, and
within these categories, Associate or Assistant Officers shall have the
authority to act in the order of their seniority as an Associate or Assistant. </FONT></P>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>ARTICLE VI<BR>

CONTRACTS,
LOANS, CHECKS AND DEPOSITS</FONT></H1>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section
1: Contracts</B>. The Board of Directors may authorize any Officer or Officers,
agent or agents to enter into any contract or execute and deliver any instrument
in the name of and on behalf of the Company, and such authority may be general
or confined to specific instances. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section
2: Loans</B>. No loans shall be contracted on behalf of the Company and no
evidences of indebtedness shall be issued in its name unless authorized by a
resolution from the Board of Directors. Such authority may be general or
confined to specific instances. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section
3: Checks, Drafts and Other Documents</B>. All checks, drafts and other orders
for payment of money, notes or other evidences of indebtedness issued in the
name of the Company, shall be signed by such Officer or Officers, agent or
agents of the Company and in such manner as shall from time to time be
determined by resolution of the Board of Directors. Endorsement of instruments
for deposit to the credit of the Company in any of its duly authorized
depositories may be made by rubber stamp of the Company or in such other manner
as the Board of Directors may from time to time determine. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section
4: Deposits</B>. All funds of the Company not otherwise employed shall be
deposited from time to time to the credit of the Company in such banks, trust
companies or other depositories as the Board of Directors may select. </FONT></P>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>ARTICLE VII<BR>

CERTIFICATES
OF STOCK AND THEIR TRANSFER</FONT></H1>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section
1: Certificates of Stock</B>. The format and content of Company stock
certificates shall be determined by the Board of Directors. These certificates
must be signed, manually, by facsimile or otherwise, by the President or any
Vice President, and by the Secretary or any Assistant Secretary. All stock
certificates must bear the corporate seal. All stock certificates must be
consecutively numbered. The stockholder&#146;s name, the number of shares issued
to the owner and the date issued must be duly recorded by the Company. All stock
certificates surrendered to the Company for transfer will be cancelled, and no
new certificate will be issued until the certificate for the shares being
replaced has been surrendered to the Company. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section
2: Lost Certificates</B>. If a certificate of stock is allegedly lost, stolen or
destroyed, the Company may issue a new certificate. The Company may require the
owner of such certificate to give a good and sufficient bond to indemnify the
Company against any claim that may be made against it on account of the alleged
loss, theft or destruction, or the issuance of the new certificate. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section
3: Transfer of Shares</B>. Transfer of shares of the Company shall be made only
on the books of the Company. Transfers may be authorized by the stockholder or
by his or her attorney, as authorized by power of attorney duly executed and
filed with the Secretary of the Company, and on surrender for cancellation of
the certificate for such shares. The person in whose name shares stand on the
books of the Company is considered the owner for all purposes of the Company. </FONT></P>

 <P align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                                                                  -9-
</font></p>
<P align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>

                                   Page 16 of 19

</font></p>





<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section
4: Treasury Stock.</B> All issued and outstanding stock of the Company that may
be purchased or otherwise acquired by the Company shall be Treasury Stock, and
the Directors of the Company shall be vested with authority to resell said
shares for such price and to such person or persons as the Board of Directors
may determine. Such stock shall neither vote nor participate in dividends while
held by the Company. </FONT></P>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>ARTICLE VIII<BR>

DIVIDENDS</FONT></H1>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Board of Directors may from time to time declare, and the Company may pay,
dividends on its outstanding shares in the manner and upon the terms and
conditions provided by applicable law and the Company&#146;s Articles of
Incorporation, if any. </FONT></P>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>ARTICLE IX<BR>

SEAL</FONT></H1>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Company shall have a corporate seal which shall have inscribed around the
circumference thereof the words &#147;Kansas City Life Insurance Company&#148;
and elsewhere thereon shall bear the words &#147;Corporate Seal&#148;. The
corporate seal may be affixed by impression or may be by facsimile. </FONT></P>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>ARTICLE X<BR>

WAIVER OF
NOTICE</FONT></H1>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Whenever
notice is required to be given under the provisions of these Bylaws, of the
Articles of Incorporation or under applicable law, waiver of such notice in
writing, signed by the person or persons entitled thereto, whether before or
after the time stated therein, shall be deemed equivalent to the giving of such
notice. </FONT></P>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>ARTICLE XI<BR>

FISCAL YEAR</FONT></H1>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Except
as from time to time otherwise provided by the Board of Directors, the fiscal
year of the Company shall extend from the first day of January to the last day
of December of each year, both dates inclusive. </FONT></P>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>ARTICLE XII<BR>

INDEMNIFICATION
OF OFFICERS, DIRECTORS AND OTHERS</FONT></H1>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
     1.&nbsp;&nbsp;&nbsp;&nbsp; The Company shall indemnify any person who was or is a party or is threatened to be made a party to any threatened,  pending or
completed action,  suit, or proceeding,  whether civil,  criminal,  administrative or investigative,  other than an action by or in the
right of the  Company,  by reason of the fact that he or she is or was a Director,  Officer or employee  of the  Company,  or is or was
serving at the request of the Company as a Director,  Officer or employee of another  company,  partnership,  joint  venture,  trust or
other  enterprise,  against  expenses,  including  attorneys'  fees,  judgments,  fines and amounts  paid in  settlement  actually  and
reasonably  incurred by him or her in connection with such action,  suit or proceeding if he or she acted in good faith and in a manner
he or she  reasonably  believed to be in or not opposed to the best interests of the Company,  and with respect to any criminal  action
or proceeding,  had no reasonable cause to believe his or her conduct was unlawful.  The termination of any action,  suit or proceeding
by judgment,  order,  settlement,  conviction  or upon a plea of nolo  contendere  or its  equivalent,  shall not, of itself,  create a
presumption  that the person did not act in good faith and in a manner which he or she  reasonably  believed to be in or not opposed to
the best interests of the Company,  and, with respect to any criminal  action or proceeding,  had reasonable  cause to believe that his
or her conduct was unlawful.
</font></p>

 <P align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                                                                  -10-
</font></p>
<P align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>

                                   Page 17 of 19

</font></p>










<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;     2.&nbsp;&nbsp;&nbsp;&nbsp; The Company shall indemnify any person who was or is a party or is threatened to be made a party to any threatened,  pending or
completed  action or suit by or in the right of the  Company to procure a judgment in its favor by reason of the fact that he or she is
or was a Director,  Officer or employee of the  Company,  or is or was serving at the request of the Company as a Director,  Officer or
employee of another  company,  partnership,  joint venture,  trust or other enterprise  against  expenses,  including  attorneys' fees,
actually and  reasonably  incurred by him or her in connection  with the defense or settlement of the action or suit if he or she acted
in good faith and in a manner he or she reasonably  believed to be in or not opposed to the best interests of the Company;  except that
no  indemnification  shall be made in respect of any claim,  issue or matter as to which such  person  shall have been  adjudged  to be
liable for  negligence or misconduct in the  performance of his or her duty to the Company unless and only to the extent that the court
in which the action or suit was brought  determines upon  application  that,  despite the  adjudication of liability and in view of all
the  circumstances of the case, the person is fairly and reasonably  entitled to indemnity for such expenses which the court shall deem
proper.
</font></p>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
     3.&nbsp;&nbsp;&nbsp;&nbsp; To the extent that a Director,  Officer or employee of the Company has been successful on the merits or otherwise in defense of
any action,  suit or proceeding  referred to in Sections 1 and 2 of this Article,  or in defense of any claim, issue or matter therein,
he or she shall be  indemnified  against  expenses,  including  attorneys'  fees,  actually  and  reasonably  incurred by him or her in
connection with the action, suit or proceeding.
</font></p>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
     4.&nbsp;&nbsp;&nbsp;&nbsp; Any  indemnification  under Sections 1 and 2 of this Article,  unless ordered by a court,  shall be made by the Company only as
authorized  in the specific  case upon a  determination  that  indemnification  of the  Director,  Officer or employee is proper in the
circumstances  because he or she has met the applicable standard of conduct set forth in this Article.  The determination shall be made
by the Board of Directors of the Company by a majority  vote of a quorum  consisting  of Directors  who were not parties to the action,
suit or proceeding,  or, if such a quorum is not obtainable,  or, even if obtainable a quorum of disinterested Directors so directs, by
independent legal counsel in a written opinion, or by the Stockholders of the Company.
</font></p>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
     5.&nbsp;&nbsp;&nbsp;&nbsp; Expenses  incurred in defending a civil or criminal  action,  suit or  proceeding  may be paid by the Company in advance of the
final  disposition  of the action,  suit or  proceeding as authorized by the Board of Directors in the specific case upon receipt of an
undertaking  by or on behalf of the Director,  Officer or employee to repay such amount unless it shall  ultimately be determined  that
he or she is entitled to be indemnified by the Company as authorized in this Article.
</font></p>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
     6.&nbsp;&nbsp;&nbsp;&nbsp; The  indemnification  provided  by this  Article  shall not be deemed  exclusive  of any other  rights to which  those  seeking
indemnification  may be  entitled  under  the  Articles  of  Incorporation  or  Bylaws,  or any  agreement,  vote  of  Stockholders  or
disinterested  Directors or otherwise,  both as to action in his or her official  capacity and as to action in another  capacity  while
holding  such  office,  and shall  continue as to a person who has ceased to be a Director,  Officer or employee and shall inure to the
benefit of the heirs, executors and administrators of such a person.
</font></p>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
     7.&nbsp;&nbsp;&nbsp;&nbsp; The Company shall have the power to give any further indemnity,  in addition to the indemnity  authorized or contemplated under
this Article,  including  subsection 6, to any person who is or was a Director,  Officer,  employee or agent of the Company,  or to any
person who is or was  serving  at the  request  of the  Company  as a  Director,  Officer,  employee  or agent of another  corporation,
partnership,  joint  venture,  trust or other  enterprise,  provided  such further  indemnity is either (i)  authorized,  directed,  or
provided for in the Articles of Incorporation  of the Company or any duly adopted  amendment  thereof or (ii) is authorized,  directed,
or provided for in any bylaw or  agreement of the Company  which has been  adopted by a vote of the  Stockholders  of the Company,  and
provided  further that no such  indemnity  shall  indemnify  any person from or on account of such  person's  conduct which was finally
adjudged to have been knowingly fraudulent,  deliberately dishonest,  or willful misconduct.  Nothing in this paragraph shall be deemed
to limit the power of the Company  under  subsection 6 of this Bylaw to enact  Bylaws or to enter into  agreement  without  Stockholder
adoption of the same.
</font></p>

 <P align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                                                                  -11-
</font></p>
<P align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>

                                   Page 18 of 19

</font></p>




<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
        8.&nbsp;&nbsp;&nbsp;&nbsp; The Company may  purchase  and maintain  insurance  on behalf of any person who is or was a Director,  Officer,  employee or
agent of the  Company,  or is or was  serving  at the  request of the  Company as a  Director,  Officer,  employee  or agent of another
corporation,  partnership,  joint venture,  trust or other enterprise against any liability asserted against him or her and incurred by
him or her in any such  capacity,  or arising  out of his or her status as such,  whether  or not the  Company  would have the power to
indemnify him or her against such liability under the provisions of this Article.
</font></p>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
     9.&nbsp;&nbsp;&nbsp;&nbsp; For the purpose of this Article,  references to "the Company" include all constituent  corporations absorbed in a consolidation
or merger as well as the resulting or surviving  corporation  so that any person who is or was a Director,  Officer,  employee or agent
of such constituent  corporation or is or was serving at the request of such constituent corporation as a Director,  Officer,  employee
or agent of another  corporation,  partnership,  joint  venture,  trust or other  enterprise  shall stand in the same position under the
provisions  of this  Article with respect to the  resulting  or  surviving  corporation  as he or she would if he or she had served the
resulting or surviving corporation in the same capacity.
</font></p>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
     10.&nbsp;&nbsp;&nbsp;&nbsp; For purposes of this  Article,  the term "other  enterprise"  shall include  employee  benefit  plans;  the term "fines" shall
include any excise taxes  assessed on a person with respect to an employee  benefit  plan;  and the term "serving at the request of the
Company"  shall include any service as a Director,  Officer or employee of the Company which  imposes  duties on, or involves  services
by, such Director, Officer or employee with respect to an employee benefit plan, its participants,  or beneficiaries;  and a person who
acted in good faith and in a manner he or she reasonably  believed to be in the interest of the  participants  and  beneficiaries of an
employee  benefit plan shall be deemed to have acted in a manner "not  opposed to the best  interests of the Company" as referred to in
this Article.
</font></p>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
     11.&nbsp;&nbsp;&nbsp;&nbsp; Any Director,  Officer or employee of the Company shall be indemnified  under this Article for any act taken in good faith and
upon reliance upon the books and records of the Company,  upon  financial  statements or other reports  prepared by the Officers of the
Company,  or on financial  statements  prepared by the Company's  independent  accountants,  or on information or documents prepared or
provided by legal counsel to the Company.
</font></p>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
     12.&nbsp;&nbsp;&nbsp;&nbsp; To the extent that the  indemnification of Officers,  Directors or employees as permitted under Section 351.355 (as amended or
superseded)  of The  General  and  Business  Corporation  Law of  Missouri,  as in  effect  from  time to time,  provides  for  greater
indemnification  of those  individuals  than the  provisions  of this Article XII,  then the Company  shall  indemnify  its  Directors,
Officers, employees as provided in and to the full extent allowed by Section 351.355.
</font></p>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
     13.&nbsp;&nbsp;&nbsp;&nbsp; The  indemnification  provided by this Article shall continue as to a person who has ceased to be a Director or Officer of the
Company and shall inure to the benefit of the heirs,  executors,  and  administrators of such a person.  All rights to  indemnification
under this Article  shall be deemed to be provided by a contract  between the Company and the person who serves in such capacity at any
time while these  Bylaws and other  relevant  provisions  of the  applicable  law, if any,  are in effect.  Any repeal or  modification
thereof shall not affect any rights or obligations then existing.
</font></p>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
     14.&nbsp;&nbsp;&nbsp;&nbsp; If this Article or any portion or provision hereof shall be invalidated on any ground by any court of competent  jurisdiction,
then the Company shall  nevertheless  indemnify  each person  entitled to  indemnification  pursuant to this Article to the full extent
permitted by any applicable  portion of this Article that shall not have been  invalidated,  or to the fullest  extent  provided by any
other applicable law.
</font></p>
<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>ARTICLE XIII<BR>

AMENDMENTS</FONT></H1>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;These
Bylaws may be altered, amended or repealed and new Bylaws may be approved at any
Annual Meeting, Regular Meeting, or Special Meeting of the Board of Directors,
which meeting is called for that purpose, by the affirmative vote of more than
two-thirds of all of the Directors then in office. The Board of Directors may
adopt emergency Bylaws as provided by law. </FONT></P>

 <P align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                                                                  -12-
</font></p>
<P align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>

                                   Page 19 of 19

</font></p>

</body></html>
[{"type": "8-K", "sequence": "1", "filename": "kcl8k01272005bylaws.htm", "secsgml_size_bytes": 89838}]
{"company-data": {"conformed-name": "KANSAS CITY LIFE INSURANCE CO", "cik": "0000054473", "assigned-sic": "6311", "irs-number": "440308260", "state-of-incorporation": "MO", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "002-40764", "film-number": "05558308"}, "business-address": {"street1": "3520 BROADWAY", "city": "KANSAS CITY", "state": "MO", "zip": "64111-2565", "phone": "8167537299X8296"}, "mail-address": {"street1": "3520 BROADWAY", "city": "KANSAS CITY", "state": "MO", "zip": "64111-2565"}}
United States
Securities and Exchange Commission
Washington, D. C. 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):  January 24, 2005
Kansas City Life Insurance Company
(Exact Name of Registrant as Specified in Charter)
Missouri
2-40764
44-0308260
(State of Incorporation)                    (Commission File Number)                      (IRS Employer Identification No.)
3520 Broadway
Kansas City, Missouri
64111-2565
(Address of Principal Executive Offices)                                                   (Zip Code)
Telephone Number: (816) 753-7000
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
[   ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[   ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[   ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[   ]  Pre-commencement communications pursuant to Rule 13c-4(c) under the Exchange Act (17 CFR 240.13e-4(c)
Page 1 of 19
Item 1.01 - Entry into a Material Definitive Agreement.
1.
Management Incentive Plan
On January 24, 2005 Kansas
City Life Insurance Company entered into an agreement with certain members of
Management for a one year incentive plan.
The Company has in place an
Annual Incentive Compensation Plan that is designed to encourage certain
management employees to meet or exceed certain corporate goals. Awards are paid in cash and are subject to the Company
meeting a certain level of net income.  These goals are
developed to align management's efforts with the interests of shareholders.
These goals include a financial goal measured by growth in operating income, a
growth goal measured by increase in the sale of life insurance and an expense
goal measured by control of certain operating expenses.
In addition, participants,
with the exception of the President and CEO, have two personal goals that are
designed to support the corporate goals and objectives. Opportunity levels vary
under the Plan by job size and title, with maximum awards ranging from 15% to
75% of base salary.
2.
Senior Management Incentive Plan
On January 24, 2005 Kansas
City Life Insurance Company entered into an agreement with certain members of
senior management for a three year, long term incentive plan.
Effective in 2004, the
Company has established a three year long term incentive plan for senior
management that awards participants for the increase in the price of the
Company's common stock from January 1, 2004 through December 31, 2006.
Participants are awarded units (phantom shares) based on a compensation analysis
performed by an independent compensation consulting firm. The number of units
awarded is based on the total direct compensation for equivalent positions in
the marketplace less the sum of the actual base salary for each participant and
the maximum annual incentive opportunity under the Company's Annual
Incentive Plan. Each unit awarded is valued by determining the present value of
the potential growth and dividends on a share of Kansas City Life stock over a
three year period assuming a 5% compound growth rate and the Company's
current dividend policy.
At the conclusion of the
three year cycle, participants will receive awards based on the increase in the
per share price times their number of units. The increase will be determined
based upon the change in the volume weighted average price for the month of
December 2004 as compared to the volume weighted average price for the month of
December 2006. Participants will also receive dividends accrued on their units
commensurate with the Company's dividend policy only to the extent that the
dividends offset any depreciation (if applicable) on the price of the shares
over the three year period.
3.
Directors Compensation
On January 24, 2005 the Board of Directors approved an increase in Board and meeting fees as follows:
BE IT RESOLVED,
that
the Resolution adopted January 22, 2001 relating to fees for members of the
Board of Directors for attending meetings of the Board, Executive Committee,
Audit Committee and Nominating Committee be repealed and that the following
Resolution be adopted in lieu thereof:
Effective January 25, 2005,
Directors serving on and after this date who are not salaried employees of the
Company shall be paid a fee of $5,000.00 at the time of each quarterly Board
meeting and $2,500.00 for attending each quarterly Board meeting; $2,000.00 for
attending special meetings of the Board, and the following fees for attending
each meeting of the Executive Committee, Audit Committee, Nominating Committee
and Compensation Committee:
Page 2 of 19
Executive Committee               $1,250.00

            Audit Committee
                   Chairman                    2,000.00
                   Member                      1,000.00

            Nominating Committee                 500.00

            Compensation Committee
                   Chairman                    1,000.00
                   Member                        750.00
Effective January 25, 2005,
Directors serving on and after this date who are salaried employees of the
Company shall be paid a fee of $1,250.00 per quarter at the time of each quarterly Board
meeting and $500.00 for attending special meetings of the Board, but shall not
receive fees for attending Committee meetings.
Item 5.03 –
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On January 24, 2005 the
Board amended the Bylaws to provide for Annual and Regular meetings of the Board
of Directors as follows:
BE IT RESOLVED,  that
Article IV
of the Bylaws of Kansas City Life Insurance Company,
MEETINGS OF THE BOARD OF DIRECTORS
,  be hereby
amended by deleting
Section 1: ANNUAL AND REGULAR  MEETINGS
in its entirety and  substituting
Section 1: ANNUAL AND REGULAR  MEETINGS
as follows:
SECTION 1:  ANNUAL AND REGULAR MEETINGS.  The annual Meeting of the Board of Directors shall be held in the second quarter no more
than thirty (30) days after the Annual Meeting of Stockholders for the transaction of such business as may properly come before the
Meeting.  Regular Meetings of the Board shall be held in each of the remaining three quarters of the year at such times as the
Chairman of the Board or the Board of Directors shall designate from time to time.  Notice of any Annual or Regular meeting shall be
given as set forth in Article IV, Section 3.
Prior to the amendment, Article IV, Section 1 read as follows:
SECTION 1: ANNUAL AND REGULAR  MEETINGS.  An Annual  Meeting of the Board of  Directors  shall be held  without  notice  other
than this  Bylaw,  at the hour of 1:00 p.m.  on the fourth  Monday in April of each year for the  transaction  of such  business as may
properly come before the meeting.  Regular  Meetings of the Board shall be held at 1:00 p.m. on the fourth Monday in January,  July and
October of each year,  and at such other times as the Board may determine by  resolution.  If the day fixed for the Annual Meeting or a
Regular Meeting shall be a legal holiday, such meeting shall be held on the next succeeding business day.
Item 9.01
– Financial Statements and Exhibits.
(c)     Exhibits
3(ii)     BYLAWS OF KANSAS CITY LIFE INSURANCE COMPANY, Amended and Restated January 24, 2005.
Page 3 of 19
SIGNATURE
Pursuant to the
requirements of the Securities Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the undersigned thereunto duly
authorized.
KANSAS CITY LIFE INSURANCE COMPANY
(Registrant)

                                                     By:
/s/Tracy W. Knapp
Tracy W. Knapp
                                                           Senior Vice President, Finance
January 28, 2005
(Date)
Page 4 of 19
Exhibit 3(ii), Form 8-K
BYLAWS
OF
KANSAS CITY LIFE INSURANCE COMPANY
Amended and Restated January 24, 2005
Page 5 of 19
SUMMARY OF CONTENTS
ARTICLE I
   OFFICES..............................................................................1

ARTICLE II
   STOCKHOLDERS
     Section 1: Annual Meetings.........................................................1
     Section 2: Special Meetings........................................................1
     Section 3: Place of Meeting........................................................1
     Section 4: Notice of Meetings......................................................1
     Section 5: Conduct of Meeting......................................................1
     Section 6: Voting Lists............................................................2
     Section 7: Quorum..................................................................2
     Section 8: Proxies.................................................................2
     Section 9: Voting..................................................................2
     Section 10:Notice of Stockholder Business..........................................2

ARTICLE III
   DIRECTORS
     Section 1: General Powers..........................................................3
     Section 2: Number, Election, and Term of Directors.................................3
     Section 3: Nomination of Directors.................................................3
     Section 4: Removal of Directors....................................................3
     Section 5: Vacancies...............................................................4
     Section 6: Advisory Directors......................................................4

ARTICLE IV
   MEETINGS OF THE BOARD OF DIRECTORS
     Section 1: Annual and Regular Meetings.............................................4
     Section 2: Special Meetings........................................................4
     Section 3: Notice..................................................................4
     Section 4: Place of Meeting........................................................5
     Section 5: Quorum and Voting.......................................................5
     Section 6: Actions of the Board of Directors Without a Meeting.....................5
     Section 7: Participation...........................................................5
     Section 8: Committees..............................................................5
     Section 9: Executive Committee.....................................................5
     Section 10:Evaluating Acquisition Proposals........................................6

ARTICLE V
   OFFICERS
     Section 1: Number..................................................................7
     Section 2: Election and Term of Office.............................................7
     Section 3: Vacancies...............................................................7
     Section 4: Removal.................................................................7
Page 6 of 19
Section 5: Delegation of Authority to Hire, Discharge, and Designate Duties........7
     Section 6: Chairman of the Board...................................................7
     Section 7: Vice Chairman of the Board..............................................7
     Section 8: President...............................................................7
     Section 9: Vice President..........................................................7
     Section 10:Actuary.................................................................8
     Section 11:Auditor.................................................................8
     Section 12:Controller..............................................................8
     Section 13:General Counsel.........................................................8
     Section 14:Secretary...............................................................8
     Section 15:Treasurer...............................................................8
     Section 16:Associate and Assistant Officers........................................8

ARTICLE VI
   CONTRACTS, LOANS, CHECKS AND DEPOSITS
     Section 1: Contracts...............................................................9
     Section 2: Loans...................................................................9
     Section 3: Checks, Drafts and Other Documents......................................9
     Section 4: Deposits................................................................9

ARTICLE VII
   CERTIFICATES OF STOCK AND THEIR TRANSFER
     Section 1: Certificates of Stock...................................................9
     Section 2: Lost Certificates.......................................................9
     Section 3: Transfer of Shares......................................................9
     Section 4: Treasury Stock..........................................................10

ARTICLE VIII
   DIVIDENDS............................................................................10

ARTICLE IX
   SEAL.................................................................................10

ARTICLE X
   WAIVER OF NOTICE.....................................................................10

ARTICLE XI
   FISCAL YEAR..........................................................................10

ARTICLE XII
   INDEMNIFICATION OF OFFICERS, DIRECTORS AND OTHERS....................................10

ARTICLE XlII
   AMENDMENTS...........................................................................12
Page 7 of 19
BYLAWS
OF
KANSAS CITY
LIFE INSURANCE COMPANY
ARTICLE I
OFFICES
The
principal business office of the Company in the State of Missouri shall be
located in Kansas City. The Company may have such other offices, either within
or without the State of Missouri, as the business of the Company may require
from time to time. The Registered Office of the Company in the State of Missouri
may be, but need not be, identical with the address of its principal business
office in the State of Missouri, and the Registered Office may be changed from
time to time by the Board of Directors.
ARTICLE II
STOCKHOLDERS
Section
1: Annual Meetings.
Annual Meetings of the Stockholders shall be held at
9:00 a.m., on the Thursday immediately preceding the fourth Monday in April of
each year for the purpose of electing Directors and for the transaction of such
other business as may properly come before the meeting pursuant to the
provisions of this Article. If the day fixed for the Annual Meeting shall be a
legal holiday, such meeting shall be held on the next succeeding business day.
If the election of Directors shall not be held on the day designated herein for
any Annual Meeting, or at any adjournment thereof, the Board of Directors shall
cause the election to be held at a Special Meeting of the Stockholders as soon
thereafter as such a meeting conveniently may be held.
Section
2: Special Meetings.
Special Meetings of the Stockholders may be called by
resolution of the Board of Directors, or by the written request of the
President, or the Secretary, or a majority of the members of the Board of
Directors, or by the written request of holders of not less than a majority of
all the outstanding shares of stock of the Company. Such resolution or request
shall state specifically the business to be transacted at the Special Meeting. A
copy of any such written request shall be delivered to the Secretary of the
Company, who shall cause a written or printed notice of the Special Meeting
complying with the provisions of this Article to be delivered to the
Stockholders.
Section
3: Place
of Meeting.
Annual and Special Meetings of the Stockholders
shall be held at such place, within or without the State of Missouri, as is
designated by the Board of Directors. A Special Meeting called by the
stockholders shall be held at the principal business office of the Company.
Section
4: Notice of Meetings.
Written or printed notice stating the place, day and
hour of the meeting and, in the case of a Special Meeting the purpose or
purposes for which the meeting is called, shall be delivered not less than ten
(10) nor more than fifty (50) days before the date of the meeting, either
personally or by mail, or by any other means (including but not limited to
instantaneous, overnight, or other means of rapid delivery) by or at the
direction of the President or the Secretary of the Company to each Stockholder
of record entitled to vote at such meeting. Such notice shall be deemed to be
delivered when deposited in the United States mail or other means of delivery
addressed to the Stockholder at such Stockholder's address as it appears on
the records of the Company, with postage thereon prepaid or the payment of
delivery charges thereon provided for, or at the time of actual delivery,
whichever is earlier.
Section
5: Conduct of Meeting.
The President shall designate an individual to serve
as the Chairman of the meeting, who may be any individual present in person at
the meeting, including the President. The Chairman of the meeting shall have the
right and authority to prescribe such rules, regulations and procedures and to
do all such acts and things as are necessary or desirable for the proper conduct
of the meeting, including, without limitation, the establishment of procedures
for the maintenance of order and safety, limitations on the time allotted to
Stockholders for questions or comments on the affairs of the Company,
restrictions on entry to such meeting after the time prescribed for the
commencement thereof, and the opening and closing of the voting polls.
Page 8 of 19
Section
6:
Voting Lists.
At least ten (10) days before each meeting of
Stockholders, the Officer or agent having charge of the transfer book for shares
of the Company shall make a complete list of the Stockholders entitled to vote
at such meeting, arranged in alphabetical order with the address of and the
number of shares held by each Stockholder, which list, for a period of ten (10)
days prior to such meeting, shall be kept on file at the Registered Office of
the Company and shall be subject to inspection by any Stockholder during the
whole time of the meeting. The original share ledger or transfer book, or a
duplicate thereof kept in this State, shall be prima facie evidence as to the
Stockholders entitled to examine such list or share ledger or transfer book and
as to the Stockholders entitled to vote at any meeting of the Stockholders.
Section
7: Quorum.
A majority of the outstanding shares of the Company, represented
in person or by proxy, shall constitute a quorum at any meeting of the
Stockholders; provided, however, that if less than a majority of the outstanding
shares is represented at said meeting, a majority of the shares so represented
may adjourn the meeting, from time to time without further notice, to a date not
longer than ninety (90) days from the date originally set for such meeting.
Section
8: Proxies.
At all meetings of Stockholders, a Stockholder may vote either
in person or by proxy executed by such Stockholder or by such Stockholder's
duly authorized attorney-in-fact, but the proxy shall be a legal voter of the
Company; provided, however, that all proxies are subject to the provisions of
Section 375.191, RSMo, or any successor statutes. Such proxy shall be in
writing, shall state the name of the person to cast the vote and the date of the
meeting at which the vote shall be cast, and such proxy shall be filed with the
Secretary of the Company before or at the time of the meeting. No proxy shall be
valid after eleven (11) months from the date of its execution, unless otherwise
provided in the proxy.
Section
9: Voting.
Except as otherwise provided by statute or by the Articles of
Incorporation and subject to the provisions of these Bylaws, each Stockholder
shall be entitled to one (1) vote for each share of capital stock held by such
Stockholder; provided, however, that at all elections of Directors, each
Stockholder shall be entitled to as many votes as shall equal the number of
shares held by such Stockholder multiplied by the number of Directors to be
elected, and such Stockholder may cast all such votes for a single Director or
may distribute them among the number of Directors to be voted for or any two or
more of them as such Stockholder may see fit. At all meetings of Stockholders,
except as otherwise required by statute, by the Articles of Incorporation, or by
these Bylaws, all matters shall be decided by the vote of a majority in interest
of the Stockholders entitled to vote, present in person or by proxy.
Section
10: Notice of Stockholder Business.
At an Annual Meeting of Stockholders or
Special Meeting of Stockholders, only business shall be conducted as shall be
properly brought before the meeting and the Chairman of the meeting shall
declare at the meeting that no matter may be considered or voted on unless it is
properly brought before the meeting. To be properly brought before a Special
meeting, business must be (a) specified in the written or printed notice of
meeting (or any supplement thereto) given to Stockholders pursuant to these
Bylaws, or (b) brought before the meeting by or at the direction of the Board of
Directors, upon the approval of more than two-thirds of all Directors then in
office. To be properly brought before an Annual Meeting, business must be (a)
specified in the notice of meeting (or any supplement thereto) given to
Stockholders pursuant to these Bylaws, (b) brought before the meeting by or at
the direction of the Chairman of the meeting, (c) otherwise properly brought
before the meeting by or at the direction of the Board of Directors, upon the
approval of more than two-thirds of the Directors then in office, or (d)
otherwise properly brought before the meeting by a Stockholder or group of
Stockholders. For business to be properly brought before an Annual Meeting by a
Stockholder or group of Stockholders, the Chairman of the meeting must determine
that the matter is appropriate for determination by the Stockholders at that
time and the Stockholder or group of Stockholders must have delivered to the
Secretary of the Company written notice of the matter at least thirty (30) days
prior to the Annual Meeting. A Stockholder's notice to the Secretary shall
set forth as to each matter the Stockholder or group of Stockholders proposes to
bring before the Annual Meeting (a) a brief description of the business desired
to be brought before the Annual Meeting, (b) the name and address, as they
appear on the Company's books, of the Stockholder or members of the group
of Stockholders proposing such business, (c) the class and number of shares of
the Company's voting stock that are beneficially owned by that Stockholder
or members of the group of Stockholders, and (d) any direct or indirect interest
of the Stockholder or members of the group of Stockholders making the proposal
in the matter being proposed. The Stockholder's notice will not be
effective if it is found by the Chairman of the meeting to contain any
misstatement of fact or omit any fact required to be stated therein.
Notwithstanding anything in the Bylaws to the contrary, no business shall be
conducted at an Annual Meeting or a Special meeting except in accordance with
the procedures set forth herein.
-2-
Page 9 of 19
ARTICLE III
DIRECTORS
Section 1: General Powers.
The business and affairs of the Company shall be managed by its Board of Directors.
Section
2: Number, Election, and Term of Directors
. The Board of Directors shall
consist of the number of members set forth in the Articles of Incorporation of
the Company from time to time, who shall be elected in the manner and for the
term set forth in those Articles from time to time. Each Director shall hold
office until his or her successor has been elected and has qualified.
Section
3: Nomination of Directors.
All nominations for election of individuals as
members of the Board of Directors of the Company by any person or group (other
than nominations made by the Board of Directors of the Company) must be preceded
by delivery of a written Notice of Intent to Nominate Director (the
"Notice") according to the procedures described in this Section, which
Notice shall state the following: (1) the name(s) and residence address(es) of
the Stockholder or members of the group of Stockholders who intend to make such
nomination; (2) a representation that said Stockholder is or all members of said
group of Stockholders are holders of record of shares of the Company's
voting stock that are entitled to vote in the election of Directors, and that
they intend to appear in person or by proxy at the meeting to nominate the
person or persons specified in the Notice; (3) the class and number of shares of
the Company's voting stock that are beneficially owned by that Stockholder
or by each member of such a group of Stockholders; (4) the name(s) and residence
address(es) of all proposed nominees; (5) such information regarding each such
nominee as would be required to be included in a proxy statement filed pursuant
to the proxy rules to which the Company is subject if the Board of Directors of
the Company were to nominate such nominees; (6) a description of all
arrangements or understandings among the nominating Stockholder or members of
the group of Stockholders and each nominee or any other person or persons
(naming such person or persons) pursuant to which the nomination or nominations
are to be made by the Stockholder or group of Stockholders; and (7) a written
consent of each such nominee to serve as a Director of the Company if so
elected, signed by each such nominee.
Nominations
for election to the Board of Directors may be made at an Annual Meeting of
Stockholders or Special Meeting of Stockholders only as follows: (1) if the
nomination is made by the Board of Directors, notice of such nomination must
have been given to the Chairman of the Board on or before the day sixty (60)
days prior to the date of the meeting at which the nominations are to be
considered by the Stockholders, or (2) if the nomination is made by any person
or group other than the Board of Directors, that person or group must have
hand-delivered or mailed by Certified Mail, Return Receipt Requested, such
notice to the Chairman of the Board of the Company and such notice must have
been received at the Company's principal business office on or before the
day sixty (60) days prior to the date of the meeting at which the nominations
are to be considered by the Stockholders. The Chairman of the meeting may in his
or her discretion determine that a nomination for election of Directors is not
made in compliance with the provisions of the foregoing paragraphs, and if he or
she shall so determine, he or she shall so declare to the meeting and the
defective nomination shall be disregarded and ineffective and shall not be
considered by the Stockholders.
The
requirements of the preceding paragraphs shall not be applicable to replacement
nominations for election to the Board of Directors made by the Board of
Directors or to replacement by any other person or group that has complied in
full with the Notice delivery provisions of the preceding paragraphs, if such
replacement nominations are made solely to replace a person properly nominated
under those paragraphs in the case of a bona fide resignation of an existing
Director nominee or the death or inability to serve of any such nominee. The
Chairman of the meeting shall have full and sole power to determine if such
resignation or inability to serve is bona fide and not for the purpose of
avoiding the provisions of this Section, and his or her decision shall be final
and binding.
Section
4: Removal of Directors.
At a meeting called expressly for that purpose, one
or more Directors or the entire Board of Directors may be removed, with or
without cause, by the vote of the holders of more than two-thirds of the shares
then entitled
-3-
Page 10 of 19
to vote at an election of
the Directors. If less than the entire Board is to be removed, no one of the
Directors may be removed if the votes cast against his or her removal would be
sufficient to elect him or her if cumulatively voted at an election of the class
of Directors of which he or she is a part. Any Director may be removed for cause
upon the affirmative vote of more than two-thirds of all Directors then in
office. Written notice of the proposed removal shall be given to all Directors
of the Company according to the procedures described in these Bylaws for
delivery of notices of meetings of Directors.
Section
5:
Vacancies
. In case of the death, resignation, or removal of one or
more of the Directors, a majority of the remaining Directors voting on the issue
may elect a replacement Director to fill the resulting vacancy or vacancies,
such replacement Director to serve the balance of the vacated term and until his
or her successor is elected.
Section
6: Advisory Directors
. The Board of Directors may appoint from time to time
such Advisory Directors as the Board of Directors in their sole discretion deem
to be appropriate and beneficial to the business of the Company. The Advisory
Directors shall not be members of the Board of Directors of the Company or be
fiduciaries to the Company or its Stockholders, or have any vote on the business
affairs of the Company, but shall be advisors and consultants to the Board of
Directors on such matters as the Board of Directors shall choose to consult with
the Advisory Directors. The Board of Directors may appoint any number of persons
as Advisory Directors, whose abilities and interests in the Company, in the
opinion of the Board of Directors, qualify that person to render service to the
Board of Directors in an advisory capacity. Such Advisory Directors may receive
notice of and attend meetings of the Board of Directors, but shall not be
counted for the purpose of determining a quorum or majority of the Board of
Directors for any purpose. Such Advisory Directors shall perform such special
tasks as may be assigned by the Board of Directors or the Chairman of the Board.
No action of the Board of Directors shall be invalid because of any failure of
any such Advisory Director to receive notice of or to attend any meeting of the
Board of Directors or to be informed of or to approve of any action by the Board
of Directors. Unless otherwise determined by the Board of Directors from time to
time, the Advisory Directors shall be fully indemnified and insured from
liability to the extent that members of the Board of Directors are insured
pursuant to Article XII of these Bylaws.
ARTICLE IV
MEETINGS OF
THE BOARD OF DIRECTORS
Section
1: Annual and Regular Meetings
. The Annual Meeting of the Board of Directors
shall be held in the second quarter no more than thirty (30) days after the
Annual Meeting of Stockholders for the transaction of such business as may
properly come before the meeting. Regular Meetings of the Board shall be held in
each of the remaining three quarters of the year at such times as the Chairman
of the Board or the Board of Directors may designate from time to time. Notice
of any Annual or Regular Meeting shall be given as set forth in Article IV,
Section 3.
Section
2: Special Meetings
. Special Meetings of the Board of Directors may be
called by or at the written request of the President, or the Secretary, or by a
majority of the Board of Directors. A copy of such written request shall be
delivered to the Secretary of the Company, who shall cause a written or printed
notice of the Special Meeting complying with the provisions of this Article to
be delivered to the Directors.
Section
3: Notice.
Notice of any Special Meeting shall be given at least three (3)
days previously thereto by written notice delivered personally, by telegram,
mail, or by any other means (including but not limited to instantaneous,
overnight, or other means of rapid delivery) to each Director at his or her
address. Such notice shall be deemed to be delivered when deposited in the
United States mail or other means of delivery, addressed to the Directors at
each Director's address as it appears on the records of the Company,
thereon provided for, or at the time of actual delivery, whichever is earlier.
If notice is given by telegram, such notice shall be deemed to be delivered when
the telegram is delivered to the telegraph company, with all charges prepaid.
Any Director may waive notice of any meeting in a writing signed by the
Director, either before, at, or after the time for such meeting. The attendance
of a Director at any meeting shall constitute a waiver of notice of such
meeting, except where a Director attends a meeting for the express purpose of
objecting to the transaction of any business because the meeting is not lawfully
called or convened. Except as expressly provided to the contrary in these Bylaws
or under applicable law, neither the business to be transacted at nor the
purpose of any Annual, Regular or Special Meeting of the Board of Directors need
be specified in the notice or waiver of notice of such meeting.
-4-
Page 11 of 19
Section 4: Place of
Meeting.
Meetings of the Board of Directors shall be held at such place,
within or without the State of Missouri, as shall be provided for in the
resolution, notice, waiver of notice or call of such meeting, or if not
otherwise designated, at the principal business office of the Company.
Section
5: Quorum and Voting.
Except as may be otherwise specifically provided by
statute, by the Articles of Incorporation, or by these Bylaws, a majority of the
total number of Directors then in office shall constitute a quorum for the
transaction of business, and the vote of a majority of the Directors present at
any meeting at which a quorum is present shall be the act of the Board of
Directors; provided, however, that if less than a majority of the Directors are
present at said meeting, a majority of the Directors present may adjourn the
meeting from time to time, and such adjourned meeting may be reconvened without
further notice.
Section
6: Actions of the Board of Directors Without a Meeting.
Any action that is
required to be or may be taken at a meeting of the Directors may be taken
without a meeting if consents in writing, setting forth the action so taken, are
signed by all of the Directors then in office. Such consents shall have the same
force and effect as a unanimous vote of the Directors at a meeting duly held
upon proper notice thereof, and may be stated as such in any certificate or
document. The Secretary shall file such consents with the minutes of the
meetings of the Board of Directors.
Section
7: Participation.
Members of the Board of Directors or of any Committee
designated by the Board of Directors may participate in a meeting of the Board
or Committee by means of conference telephone call or similar means of
communication as long as all persons participating in the meeting can hear each
other person. Participation in a meeting in this manner shall constitute
presence in person at the meeting.
Section
8: Committees.
By the affirmative vote of more than two-thirds of all of the
Directors, then in office, the Board of Directors may authorize and designate,
from time to time or on a regular basis, two or more Directors to constitute one
or more Committees, which shall have and exercise such authority as is expressly
delegated by the Board of Directors to that Committee or as is set forth in
these Bylaws. Among the Committees that may be so designated are a Nominating
Committee, an Audit Committee, and an Executive Committee. Any Committee so
designated shall continue to exist and to have such powers and authority as have
previously been granted by the Board or these Bylaws until the Committee is
dissolved or its powers or authority are altered by the affirmative vote of more
than two-thirds of all Directors then in office. The members of any Committee so
designated shall continue to serve so long as they are Directors until they
resign from such Committee or until they are removed or replaced by the
affirmative vote of more than two-thirds of all Directors then in office.
Section
9: Executive Committee.
If an Executive Committee is appointed from time to
time by the Board of Directors pursuant to the preceding section, that Executive
Committee shall have and exercise all of the authority of the Board of Directors
in the management, general control, and supervision of the business of the
Company, subject to the general direction of the Board of Directors. The
Committee shall have control of the investment of the Company's funds and
shall direct the performance by the Company's Officers of all acts
necessary to accomplish the investment of the Company's funds and may order
foreclosures of real estate mortgages and deeds of trust, and appoint substitute
trustees therefore when necessary or advisable, fix the compensation of all
employees of the principal business office of the Company and of all other
salaried employees. It shall order the performance by the Officers of any acts
necessary to comply with the laws of the various states and jurisdictions where
the Company is authorized to do business or shall hereafter seek to become
authorized to do business. In the absence, disability or refusal to act of any
Officer of the Company, the Executive Committee may appoint his or her successor
pro tem, who, during the
term of special appointment, shall be authorized
to discharge all the duties properly incumbent upon the official he or she is
appointed to succeed. All moneys belonging to the Company shall be deposited in
banks or trust companies approved by the Executive Committee, or the Board of
Directors, to the credit of the Company, and shall be drawn only on the joint
checks or drafts of two of the following named Officers: President, Treasurer, a
Vice President, Secretary, and such other persons as may from time to time be
designated in writing by the Executive Committee. The Executive Committee shall,
in all matters not herein specifically set forth, exercise plenary power and
supervision, subject only to the Board of Directors, over all of the
Company's business. At any meeting, a majority of the members of the
Executive Committee shall constitute a quorum for the transaction of business.
Acts of the Executive Committee shall be by a majority vote of the members
present.
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The
President, or in his or her absence the Vice Chairman of the Board, is
authorized to invite any Director to sit on the Executive Committee at any of
its meetings in the place of any duly appointed member of the Executive
Committee who may be absent. Any Director so invited to sit in the place of an
absent member of the Executive Committee shall have the same rights, privileges,
and powers as possessed by the regular member of the Executive Committee and
shall receive the same compensation as a regular member, provided, however, that
a salaried Officer of the Company shall not receive compensation for serving on
the Executive Committee, and provided further, that it shall not be incumbent
upon the President or Vice Chairman of the Board to invite a Director to sit on
the Executive Committee on all occasions when a regular member is absent.
Section 10: Evaluating Acquisition Proposals.
1.     In exercising  its business  judgment  concerning any  acquisition  proposal,  as defined below,  the Board of Directors of the
Company may consider the following factors, among any others that it deems relevant:
(a)      The consideration being offered in the acquisition proposal in relation to the Board's estimate of:
(i)     The  current  value of the  Company  in a freely  negotiated  sale of either  the  Company  by  merger,  consolidation  or
              otherwise, or all or substantially all of the Company's assets;
(ii)        The current value of the Company if orderly liquidated;
(iii)        The future value of the Company over a period of years as an independent entity discounted to current value;
(b)     Then existing  political,  economic and other factors bearing on security prices  generally or the current market value of the
         Company's securities in particular;
(c)        Whether the acquisition proposal might violate federal, state or local laws;
(d)     Social,  legal and economic effects on employees,  suppliers,  policyholders and others having similar  relationships with the
         Company, and the communities in which the Company conducts its businesses;
(e)        The financial condition and earning prospects of the person making the acquisition proposal.
2.     For purposes of this Section, the term "acquisition proposal" means any proposal of any person:
(a)         For a tender offer, exchange offer, or other comparable offer for any equity security of the Company;
(b)         To merge or consolidate the Company with another company; or
(c)         To purchase or otherwise acquire all or a substantial part of the assets of the Company.
Nothing
in this Section shall require any Director or the Company to respond to any
particular acquisition proposal.
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ARTICLE V
OFFICERS
Section
1: Number.
The Officers of the Company shall consist of a President and a
Secretary. The Board of Directors may also elect a Chairman of the Board, a Vice
Chairman of the Board, one or more Vice Presidents (one or more of whom may be
designated or elected as Executive Vice Presidents or Senior Vice Presidents),
Treasurer, Controller, General Counsel, Actuary, Auditor, one or more Associates
of or Assistants to any of these Officers, and such other Officers as the Board
of Directors shall deem advisable. Any two or more offices may be held by the
same person, except the offices of President and Secretary. The salaries of the
Officers shall be set from time to time by the Board of Directors. All Officers
of the Company, as between themselves and the Company, shall have such authority
and perform such duties in the management of the property and affairs of the
Company as may be provided in these Bylaws or as are established by resolution
of the Board of Directors from time to time.
Section
2: Election and Term of Office
. The Officers of the Company shall be elected
annually by the affirmative vote of a majority of all Directors then in office
at the Annual Meeting of the Board of Directors. If the election of Officers
shall not be held at such meeting, it shall be held as soon thereafter as may be
convenient. Each Officer shall hold office until his or her successor shall have
been duly elected and shall have qualified or until his or her death or until he
or she shall resign or shall have been removed in the manner hereinafter
provided.
Section
3: Vacancies
. If any office becomes vacant by reason of death, resignation,
removal, disqualification or any other reason, then by the affirmative vote of a
majority of all Directors then in office, the Board of Directors may choose a
successor to fill such vacancy or may delegate the duties of any such vacant
office to any other Officer or to any Director of the Company for the unexpired
portion of the term.
Section
4: Removal
. Any Officer or employee elected, appointed, or hired by the
Board of Directors or any person or committee under the authority of the Board
of Directors may be removed by the affirmative vote of more than two-thirds of
all Directors then in office whenever in their judgment the best interests of
the Company would be served thereby or whenever, in the judgment of more than
two-thirds of all Directors then in office, the Officer or employee is unable to
perform the duties of his or her office for any reason, but such removal shall
be without prejudice to the contract rights, if any, of the person so removed.
Section
5: Delegation of Authority to Hire, Discharge, and Designate Duties.
To the
extent that such delegation is not contrary to applicable law, the Board of
Directors may, from time to time, delegate to the Chairman of the Board, the
President, the Executive Committee, or any other Officer or executive employee
of the Company, or to a committee of employees, the authority to hire,
discharge, and fix and modify the duties, salaries, or other compensation of
employees of the Company under their jurisdiction, and the Board of Directors
may delegate to such Officer, executive employee, or Committee similar authority
with respect to obtaining and retaining for the Company the services of
attorneys, accountants, and other experts.
Section
6: Chairman of the Board.
The Chairman of the Board shall preside at
meetings of the Board of Directors and shall perform such other duties as may be
prescribed in the Articles of Incorporation of the Company, the Bylaws, or by
the Board of Directors from time to time.
Section
7: Vice Chairman
of the Board.
In the absence of the Chairman of the
Board, the Vice Chairman of the Board shall have and may exercise all of the
powers and duties of the Chairman. The Vice Chairman of the Board shall perform
such other duties as may be directed by the Board of Directors from time to
time.
Section
8: President.
The President shall be the Chief Executive Officer of the
Company and, subject to the direction and under the supervision of the Board of
Directors, shall direct the policy and management of the Company and shall have
general charge of the business, affairs and property of the Company and control
over its Officers, agents and employees; and shall do and perform such other
duties and may exercise such other powers as may be assigned to him or her by
these Bylaws or by the Board of Directors from time to time.
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Section
9: Vice President
. At the request of the President or in the event of his or
her absence, disability or refusal to act, the Vice Presidents (in the order of
priority of their designations, first as Executive Vice President, next as
Senior Vice Presidents, and next as Vice Presidents, if any such designations
are made, and in the order of their seniority within such designations) shall
perform all the duties of the President and when so acting shall have all the
powers of and be subject to all the restrictions upon the President. Each Vice
President shall have such powers and discharge such duties as may be assigned to
him or her from time to time by the President or the Board of Directors. Any of
the Vice Presidents (regardless of designation) is hereby expressly authorized
to execute on behalf of the Company releases of mortgages, deeds of trust, deeds
of release or conveyance of real estate, as may become necessary in the
transaction of the business of the Company, and to execute on behalf of the
Company all instruments that may be required to carry out the acts and decisions
of the Board of Directors or the Executive Committee, and to execute all
instruments and documents required by the insurance laws of the various states
and jurisdictions where the Company is authorized to do business or shall
hereafter seek to become authorized to do business, including but not limited to
the appointment of the Insurance Commissioners or Superintendents of the various
states and jurisdictions as attorney to accept service of legal process.
Section
10: Actuary.
The Actuary shall make and furnish actuarial computations as
required in the business of the Company, and shall keep accurate records, make
reports, and furnish information to the executive Officers of the Company, and
perform such other duties as may be assigned to him or her by the Board of
Directors from time to time.
Section
11: Auditor.
The duties of the Auditor shall be to review and appraise the
reliability, adequacy, and application of accounting, financial, and operating
controls to evaluate the extent of compliance with established policies, plans,
and procedures and to ascertain whether Company assets are properly accounted
for and safeguarded from losses. He or she shall in all matters be subject to
the control of the Board of Directors or the Executive Committee. His or her
powers and duties shall extend to all departments and branch offices of the
Company.
Section
12: Controller.
The duties of the Controller shall be to maintain adequate
records of all assets, liabilities and transactions of the Company, and in
conjunction with other officials and department heads, to initiate and enforce
measures and procedures, including budgeting and cost programs, whereby the
business of the Company shall be conducted with maximum safety, efficiency and
economy. He or she shall in all matters be subject to the control of the Board
of Directors or the Executive Committee. His or her powers and duties shall
extend to all departments and branch offices of the Company.
Section
13: General Counsel
. The General Counsel shall have charge of all litigation
and other legal matters of the Company, and shall, upon request, advise the
Officers of the Company with respect to the business of the Company. He or she
shall in all matters be subject to the control of the Board of Directors or the
Executive Committee.
Section
14: Secretary
. The Secretary shall keep the minutes of all the meetings of
the Stockholders and of the Board of Directors; see that all notices are duly
given in accordance with the provisions of these Bylaws or as required by law;
be custodian of the Company records and of the seal of the Company and see that
the seal of the Company is affixed to all certificates of stock prior to the
issuance thereof and to all documents, the execution of which, on behalf of the
Company, is duly authorized; maintain a complete list of all Stockholders
entitled to vote at Stockholders' meetings and have said list available for
inspection by any Stockholder who may be present at such meetings; have general
charge of the stock transfer books of the Company; and, in general, perform all
duties customarily incident to the office of Secretary and such other duties as
from time to time may be assigned to him or her by the President or by the Board
of Directors.
Section
15: Treasurer.
The Treasurer shall have supervision of the funds,
securities, and receipts of the Company; cause all moneys and other valuable
effects of the Company to be deposited in its name and to its credit in such
depositories as shall be selected by the Board of Directors or pursuant to
authority conferred by the Board of Directors; cause to be kept proper vouchers
and other papers pertaining to the Company's business at the accounting
office of the Company; and shall perform all other duties customarily incident
to the office of Treasurer and such other duties as from time to time may be
assigned to him or her by the President or the Board of Directors.
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Section
16: Associate and Assistant Officers.
Any Associate or Assistant Officers
elected from time to time by the Board of Directors shall, in the absence or
disability of the Officer that they are associated with or assisting, perform
the duties and exercise the powers of that Officer, and shall perform such other
duties as the President or the Board of Directors shall prescribe from time to
time. In the event that there are more than one Associates of or Assistants to
any one Officer at any one time, then in the performance of these duties and
exercise of these powers, Associates shall have priority over Assistants, and
within these categories, Associate or Assistant Officers shall have the
authority to act in the order of their seniority as an Associate or Assistant.
ARTICLE VI
CONTRACTS,
LOANS, CHECKS AND DEPOSITS
Section
1: Contracts
. The Board of Directors may authorize any Officer or Officers,
agent or agents to enter into any contract or execute and deliver any instrument
in the name of and on behalf of the Company, and such authority may be general
or confined to specific instances.
Section
2: Loans
. No loans shall be contracted on behalf of the Company and no
evidences of indebtedness shall be issued in its name unless authorized by a
resolution from the Board of Directors. Such authority may be general or
confined to specific instances.
Section
3: Checks, Drafts and Other Documents
. All checks, drafts and other orders
for payment of money, notes or other evidences of indebtedness issued in the
name of the Company, shall be signed by such Officer or Officers, agent or
agents of the Company and in such manner as shall from time to time be
determined by resolution of the Board of Directors. Endorsement of instruments
for deposit to the credit of the Company in any of its duly authorized
depositories may be made by rubber stamp of the Company or in such other manner
as the Board of Directors may from time to time determine.
Section
4: Deposits
. All funds of the Company not otherwise employed shall be
deposited from time to time to the credit of the Company in such banks, trust
companies or other depositories as the Board of Directors may select.
ARTICLE VII
CERTIFICATES
OF STOCK AND THEIR TRANSFER
Section
1: Certificates of Stock
. The format and content of Company stock
certificates shall be determined by the Board of Directors. These certificates
must be signed, manually, by facsimile or otherwise, by the President or any
Vice President, and by the Secretary or any Assistant Secretary. All stock
certificates must bear the corporate seal. All stock certificates must be
consecutively numbered. The stockholder's name, the number of shares issued
to the owner and the date issued must be duly recorded by the Company. All stock
certificates surrendered to the Company for transfer will be cancelled, and no
new certificate will be issued until the certificate for the shares being
replaced has been surrendered to the Company.
Section
2: Lost Certificates
. If a certificate of stock is allegedly lost, stolen or
destroyed, the Company may issue a new certificate. The Company may require the
owner of such certificate to give a good and sufficient bond to indemnify the
Company against any claim that may be made against it on account of the alleged
loss, theft or destruction, or the issuance of the new certificate.
Section
3: Transfer of Shares
. Transfer of shares of the Company shall be made only
on the books of the Company. Transfers may be authorized by the stockholder or
by his or her attorney, as authorized by power of attorney duly executed and
filed with the Secretary of the Company, and on surrender for cancellation of
the certificate for such shares. The person in whose name shares stand on the
books of the Company is considered the owner for all purposes of the Company.
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Page 16 of 19
Section
4: Treasury Stock.
All issued and outstanding stock of the Company that may
be purchased or otherwise acquired by the Company shall be Treasury Stock, and
the Directors of the Company shall be vested with authority to resell said
shares for such price and to such person or persons as the Board of Directors
may determine. Such stock shall neither vote nor participate in dividends while
held by the Company.
ARTICLE VIII
DIVIDENDS
The
Board of Directors may from time to time declare, and the Company may pay,
dividends on its outstanding shares in the manner and upon the terms and
conditions provided by applicable law and the Company's Articles of
Incorporation, if any.
ARTICLE IX
SEAL
The
Company shall have a corporate seal which shall have inscribed around the
circumference thereof the words "Kansas City Life Insurance Company"
and elsewhere thereon shall bear the words "Corporate Seal". The
corporate seal may be affixed by impression or may be by facsimile.
ARTICLE X
WAIVER OF
NOTICE
Whenever
notice is required to be given under the provisions of these Bylaws, of the
Articles of Incorporation or under applicable law, waiver of such notice in
writing, signed by the person or persons entitled thereto, whether before or
after the time stated therein, shall be deemed equivalent to the giving of such
notice.
ARTICLE XI
FISCAL YEAR
Except
as from time to time otherwise provided by the Board of Directors, the fiscal
year of the Company shall extend from the first day of January to the last day
of December of each year, both dates inclusive.
ARTICLE XII
INDEMNIFICATION
OF OFFICERS, DIRECTORS AND OTHERS
1.     The Company shall indemnify any person who was or is a party or is threatened to be made a party to any threatened,  pending or
completed action,  suit, or proceeding,  whether civil,  criminal,  administrative or investigative,  other than an action by or in the
right of the  Company,  by reason of the fact that he or she is or was a Director,  Officer or employee  of the  Company,  or is or was
serving at the request of the Company as a Director,  Officer or employee of another  company,  partnership,  joint  venture,  trust or
other  enterprise,  against  expenses,  including  attorneys'  fees,  judgments,  fines and amounts  paid in  settlement  actually  and
reasonably  incurred by him or her in connection with such action,  suit or proceeding if he or she acted in good faith and in a manner
he or she  reasonably  believed to be in or not opposed to the best interests of the Company,  and with respect to any criminal  action
or proceeding,  had no reasonable cause to believe his or her conduct was unlawful.  The termination of any action,  suit or proceeding
by judgment,  order,  settlement,  conviction  or upon a plea of nolo  contendere  or its  equivalent,  shall not, of itself,  create a
presumption  that the person did not act in good faith and in a manner which he or she  reasonably  believed to be in or not opposed to
the best interests of the Company,  and, with respect to any criminal  action or proceeding,  had reasonable  cause to believe that his
or her conduct was unlawful.
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Page 17 of 19
2.     The Company shall indemnify any person who was or is a party or is threatened to be made a party to any threatened,  pending or
completed  action or suit by or in the right of the  Company to procure a judgment in its favor by reason of the fact that he or she is
or was a Director,  Officer or employee of the  Company,  or is or was serving at the request of the Company as a Director,  Officer or
employee of another  company,  partnership,  joint venture,  trust or other enterprise  against  expenses,  including  attorneys' fees,
actually and  reasonably  incurred by him or her in connection  with the defense or settlement of the action or suit if he or she acted
in good faith and in a manner he or she reasonably  believed to be in or not opposed to the best interests of the Company;  except that
no  indemnification  shall be made in respect of any claim,  issue or matter as to which such  person  shall have been  adjudged  to be
liable for  negligence or misconduct in the  performance of his or her duty to the Company unless and only to the extent that the court
in which the action or suit was brought  determines upon  application  that,  despite the  adjudication of liability and in view of all
the  circumstances of the case, the person is fairly and reasonably  entitled to indemnity for such expenses which the court shall deem
proper.
3.     To the extent that a Director,  Officer or employee of the Company has been successful on the merits or otherwise in defense of
any action,  suit or proceeding  referred to in Sections 1 and 2 of this Article,  or in defense of any claim, issue or matter therein,
he or she shall be  indemnified  against  expenses,  including  attorneys'  fees,  actually  and  reasonably  incurred by him or her in
connection with the action, suit or proceeding.
4.     Any  indemnification  under Sections 1 and 2 of this Article,  unless ordered by a court,  shall be made by the Company only as
authorized  in the specific  case upon a  determination  that  indemnification  of the  Director,  Officer or employee is proper in the
circumstances  because he or she has met the applicable standard of conduct set forth in this Article.  The determination shall be made
by the Board of Directors of the Company by a majority  vote of a quorum  consisting  of Directors  who were not parties to the action,
suit or proceeding,  or, if such a quorum is not obtainable,  or, even if obtainable a quorum of disinterested Directors so directs, by
independent legal counsel in a written opinion, or by the Stockholders of the Company.
5.     Expenses  incurred in defending a civil or criminal  action,  suit or  proceeding  may be paid by the Company in advance of the
final  disposition  of the action,  suit or  proceeding as authorized by the Board of Directors in the specific case upon receipt of an
undertaking  by or on behalf of the Director,  Officer or employee to repay such amount unless it shall  ultimately be determined  that
he or she is entitled to be indemnified by the Company as authorized in this Article.
6.     The  indemnification  provided  by this  Article  shall not be deemed  exclusive  of any other  rights to which  those  seeking
indemnification  may be  entitled  under  the  Articles  of  Incorporation  or  Bylaws,  or any  agreement,  vote  of  Stockholders  or
disinterested  Directors or otherwise,  both as to action in his or her official  capacity and as to action in another  capacity  while
holding  such  office,  and shall  continue as to a person who has ceased to be a Director,  Officer or employee and shall inure to the
benefit of the heirs, executors and administrators of such a person.
7.     The Company shall have the power to give any further indemnity,  in addition to the indemnity  authorized or contemplated under
this Article,  including  subsection 6, to any person who is or was a Director,  Officer,  employee or agent of the Company,  or to any
person who is or was  serving  at the  request  of the  Company  as a  Director,  Officer,  employee  or agent of another  corporation,
partnership,  joint  venture,  trust or other  enterprise,  provided  such further  indemnity is either (i)  authorized,  directed,  or
provided for in the Articles of Incorporation  of the Company or any duly adopted  amendment  thereof or (ii) is authorized,  directed,
or provided for in any bylaw or  agreement of the Company  which has been  adopted by a vote of the  Stockholders  of the Company,  and
provided  further that no such  indemnity  shall  indemnify  any person from or on account of such  person's  conduct which was finally
adjudged to have been knowingly fraudulent,  deliberately dishonest,  or willful misconduct.  Nothing in this paragraph shall be deemed
to limit the power of the Company  under  subsection 6 of this Bylaw to enact  Bylaws or to enter into  agreement  without  Stockholder
adoption of the same.
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8.     The Company may  purchase  and maintain  insurance  on behalf of any person who is or was a Director,  Officer,  employee or
agent of the  Company,  or is or was  serving  at the  request of the  Company as a  Director,  Officer,  employee  or agent of another
corporation,  partnership,  joint venture,  trust or other enterprise against any liability asserted against him or her and incurred by
him or her in any such  capacity,  or arising  out of his or her status as such,  whether  or not the  Company  would have the power to
indemnify him or her against such liability under the provisions of this Article.
9.     For the purpose of this Article,  references to "the Company" include all constituent  corporations absorbed in a consolidation
or merger as well as the resulting or surviving  corporation  so that any person who is or was a Director,  Officer,  employee or agent
of such constituent  corporation or is or was serving at the request of such constituent corporation as a Director,  Officer,  employee
or agent of another  corporation,  partnership,  joint  venture,  trust or other  enterprise  shall stand in the same position under the
provisions  of this  Article with respect to the  resulting  or  surviving  corporation  as he or she would if he or she had served the
resulting or surviving corporation in the same capacity.
10.     For purposes of this  Article,  the term "other  enterprise"  shall include  employee  benefit  plans;  the term "fines" shall
include any excise taxes  assessed on a person with respect to an employee  benefit  plan;  and the term "serving at the request of the
Company"  shall include any service as a Director,  Officer or employee of the Company which  imposes  duties on, or involves  services
by, such Director, Officer or employee with respect to an employee benefit plan, its participants,  or beneficiaries;  and a person who
acted in good faith and in a manner he or she reasonably  believed to be in the interest of the  participants  and  beneficiaries of an
employee  benefit plan shall be deemed to have acted in a manner "not  opposed to the best  interests of the Company" as referred to in
this Article.
11.     Any Director,  Officer or employee of the Company shall be indemnified  under this Article for any act taken in good faith and
upon reliance upon the books and records of the Company,  upon  financial  statements or other reports  prepared by the Officers of the
Company,  or on financial  statements  prepared by the Company's  independent  accountants,  or on information or documents prepared or
provided by legal counsel to the Company.
12.     To the extent that the  indemnification of Officers,  Directors or employees as permitted under Section 351.355 (as amended or
superseded)  of The  General  and  Business  Corporation  Law of  Missouri,  as in  effect  from  time to time,  provides  for  greater
indemnification  of those  individuals  than the  provisions  of this Article XII,  then the Company  shall  indemnify  its  Directors,
Officers, employees as provided in and to the full extent allowed by Section 351.355.
13.     The  indemnification  provided by this Article shall continue as to a person who has ceased to be a Director or Officer of the
Company and shall inure to the benefit of the heirs,  executors,  and  administrators of such a person.  All rights to  indemnification
under this Article  shall be deemed to be provided by a contract  between the Company and the person who serves in such capacity at any
time while these  Bylaws and other  relevant  provisions  of the  applicable  law, if any,  are in effect.  Any repeal or  modification
thereof shall not affect any rights or obligations then existing.
14.     If this Article or any portion or provision hereof shall be invalidated on any ground by any court of competent  jurisdiction,
then the Company shall  nevertheless  indemnify  each person  entitled to  indemnification  pursuant to this Article to the full extent
permitted by any applicable  portion of this Article that shall not have been  invalidated,  or to the fullest  extent  provided by any
other applicable law.
ARTICLE XIII
AMENDMENTS
These
Bylaws may be altered, amended or repealed and new Bylaws may be approved at any
Annual Meeting, Regular Meeting, or Special Meeting of the Board of Directors,
which meeting is called for that purpose, by the affirmative vote of more than
two-thirds of all of the Directors then in office. The Board of Directors may
adopt emergency Bylaws as provided by law.
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