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            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: center">
            <font face="Times New Roman, Times, Serif" size="2"><b><font size="2">United
            States</font></b></font></p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: center">
            <font face="Times New Roman, Times, Serif" size="2"><b><font size="2">Securities and
            Exchange Commission</font></b></font></p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: center">
            <font face="Times New Roman, Times, Serif" size="2"><b><font size="2">Washington, D. C.
            20549</font></b></font></p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: center">&nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: center">
            <font face="Times New Roman, Times, Serif" size="2"><b><font size="2">Form
            8-K</font></b></font></p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: center">&nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: center">
            <font face="Times New Roman, Times, Serif" size="2"><b><font size="2">Current
            Report</font></b></font></p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: center">&nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: center">&nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: center">
            <font face="Times New Roman, Times, Serif" size="2"><b><font size="2">Pursuant to
            Section 13 or 15(d) of</font></b></font></p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: center">
            <font face="Times New Roman, Times, Serif" size="2"><b><font size="2">the Securities
            Exchange Act of 1934</font></b></font></p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: center">&nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: center">&nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: center">
            <font face="Times New Roman, Times, Serif" size="2"><b><font size="2">Date of Report
            (Date of earliest event reported):</font> Octo<font size="2">ber 30,
            2007</font></b></font></p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: center">&nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: center">&nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: center">&nbsp;</p>

            <div align="left">
                <table style="BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="600" border="0">
                    <tr>
                        <td style="PADDING-RIGHT: 0pt; PADDING-LEFT: 0pt; PADDING-BOTTOM: 0in; PADDING-TOP: 0in" valign="top" width="600">
                            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: center">
                            <b><font size="2">Kansas City Life Insurance Company</font></b></p>
                        </td>
                    </tr>

                    <tr>
                        <td style="PADDING-RIGHT: 0pt; PADDING-LEFT: 0pt; PADDING-BOTTOM: 0in; PADDING-TOP: 0in" valign="top">
                            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: left">
                            </p>
                            <hr width="100%" color="black" noshade size="1">
                        </td>
                    </tr>

                    <tr>
                        <td style="PADDING-RIGHT: 0pt; PADDING-LEFT: 0pt; PADDING-BOTTOM: 0in; PADDING-TOP: 0in" valign="top" width="600">
                            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: center">
                            <font size="2">(Exact Name of Registrant as Specified in
                            Charter)</font></p>
                        </td>
                    </tr>
                </table>
            </div>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: center">&nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: left">&nbsp;</p>

            <div align="left">
                <table style="BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="600" border="0">
                    <tr>
                        <td style="PADDING-RIGHT: 0pt; PADDING-LEFT: 0pt; PADDING-BOTTOM: 0in; PADDING-TOP: 0in" valign="bottom" width="200">
                            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: left">
                            <u><b><font size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Missouri&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</font></b></u></p>
                        </td>

                        <td style="PADDING-RIGHT: 0pt; PADDING-LEFT: 0pt; PADDING-BOTTOM: 0in; PADDING-TOP: 0in" valign="bottom" width="200">
                            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: center">
                            <u><b><font size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2-40764&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</font></b></u></p>
                        </td>

                        <td style="PADDING-RIGHT: 0pt; PADDING-LEFT: 0pt; PADDING-BOTTOM: 0in; PADDING-TOP: 0in" valign="bottom" width="200">
                            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: right">
                            <u><b><font size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;44-0308260&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</font></b></u></p>
                        </td>
                    </tr>

                    <tr>
                        <td style="PADDING-RIGHT: 0pt; PADDING-LEFT: 0pt; PADDING-BOTTOM: 0in; PADDING-TOP: 0in" valign="bottom" width="200">
                            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: left">
                            <font size="2">(State of Incorporation)</font></p>
                        </td>

                        <td style="PADDING-RIGHT: 0pt; PADDING-LEFT: 0pt; PADDING-BOTTOM: 0in; PADDING-TOP: 0in" valign="bottom" width="200">
                            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: center">
                            <font size="2">(Commission File Number)</font></p>
                        </td>

                        <td style="PADDING-RIGHT: 0pt; PADDING-LEFT: 0pt; PADDING-BOTTOM: 0in; PADDING-TOP: 0in" valign="bottom" width="200">
                            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: right">
                            <font size="2">(IRS Employer Identification No.)</font></p>
                        </td>
                    </tr>
                </table>
            </div>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: center">&nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: left">&nbsp;</p>

            <div align="center">
                <table style="BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="575" border="0">
                    <tr>
                        <td style="PADDING-RIGHT: 0pt; PADDING-LEFT: 0pt; PADDING-BOTTOM: 0in; PADDING-TOP: 0in" valign="bottom" width="317">
                            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: center">
                            <b><font size="2">3520 Broadway</font></b><br>
                            <u><b><font size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Kansas
                            City,
                            Missouri&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</font></b></u></p>
                        </td>

                        <td style="PADDING-RIGHT: 0pt; PADDING-LEFT: 0pt; PADDING-BOTTOM: 0in; PADDING-TOP: 0in" valign="top" width="59">
                            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: center">
                            &nbsp;</p>
                        </td>

                        <td style="PADDING-RIGHT: 0pt; PADDING-LEFT: 0pt; PADDING-BOTTOM: 0in; PADDING-TOP: 0in" valign="bottom" width="199">
                            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: center">
                            <u><b><font size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;64111-2565&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</font></b></u></p>
                        </td>
                    </tr>

                    <tr>
                        <td style="PADDING-RIGHT: 0pt; PADDING-LEFT: 0pt; PADDING-BOTTOM: 0in; PADDING-TOP: 0in" valign="bottom" width="317">
                            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: center">
                            <font size="2">(Address of Principal Executive Offices)</font></p>
                        </td>

                        <td style="PADDING-RIGHT: 0pt; PADDING-LEFT: 0pt; PADDING-BOTTOM: 0in; PADDING-TOP: 0in" valign="top" width="59">
                            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: center">
                            &nbsp;</p>
                        </td>

                        <td style="PADDING-RIGHT: 0pt; PADDING-LEFT: 0pt; PADDING-BOTTOM: 0in; PADDING-TOP: 0in" valign="bottom" width="199">
                            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: center">
                            <font size="2">(Zip Code)</font></p>
                        </td>
                    </tr>
                </table>
            </div>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: left">&nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: center">
            <font face="Times New Roman, Times, Serif" size="2"><b><font size="2">Telephone Number:
            (816) 753-7000</font></b></font></p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: left">&nbsp;</p>

            <div align="center">
                <table style="BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="351" border="0">
                    <tr>
                        <td style="PADDING-RIGHT: 0pt; PADDING-LEFT: 0pt; PADDING-BOTTOM: 0in; PADDING-TOP: 0in" valign="bottom" width="351">
                            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: center">
                            <b><font size="2">Not Applicable</font></b></p>
                        </td>
                    </tr>

                    <tr>
                        <td style="PADDING-RIGHT: 0pt; PADDING-LEFT: 0pt; PADDING-BOTTOM: 0in; PADDING-TOP: 0in" valign="top">
                            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: left">
                            </p>
                            <hr width="100%" color="black" noshade size="1">
                        </td>
                    </tr>

                    <tr>
                        <td style="PADDING-RIGHT: 0pt; PADDING-LEFT: 0pt; PADDING-BOTTOM: 0in; PADDING-TOP: 0in" valign="bottom" width="351">
                            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: center">
                            <font size="2">(Former name or former address, if changed since last
                            report)</font></p>
                        </td>
                    </tr>
                </table>
            </div>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: left">&nbsp;</p>

            <p style="MARGIN-TOP: 6pt; MARGIN-BOTTOM: 12pt; TEXT-ALIGN: left">
            <font face="Times New Roman, Times, Serif" size="2"><font 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:</font></font></p>

            <p style="MARGIN-TOP: 6pt; MARGIN-BOTTOM: 12pt; TEXT-ALIGN: left">
            <font face="Times New Roman, Times, Serif" size="2"><font face="Wingdings"><font size="2">
            o</font></font> <font size="2">Written communications pursuant to Rule 425 under the
            Securities Act (17 CFR 230.425)</font></font></p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: left">
            <font face="Times New Roman, Times, Serif" size="2"><font face="Wingdings"><font size="2">
            o</font></font> <font size="2">Soliciting material pursuant to Rule 14a-12 under the
            Exchange Act (17 CFR 240.14a-12)</font></font></p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: left">&nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: left">
            <font face="Times New Roman, Times, Serif" size="2"><font face="Wingdings"><font size="2">
            o</font></font> <font size="2">Pre-commencement communications pursuant to Rule
            14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))</font></font></p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: left">&nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: left">
            <font face="Times New Roman, Times, Serif" size="2"><font face="Wingdings"><font size="2">
            o</font></font> <font size="2">Pre-commencement communications pursuant to Rule
            13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))</font></font></p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: justify">&nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: justify">&nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: center">&nbsp;</p>
            <hr style="MARGIN-TOP: -2px" width="100%" noshade size="1">
            <hr style="MARGIN-TOP: -10px" width="100%" noshade size="4">

            <p style="PAGE-BREAK-AFTER: always"></p>
            <PAGE>

            <p align="left"><font size="2"><strong>Item 5.03 - Amendments to Articles of
            Incorporation or Bylaws; Change in Fiscal Year.</strong></font></p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: justify"><font size="2">On
            October 29, 2007, the Board amended Article VII of the Bylaws to provide for the
            issuance of uncertificated shares. The Board adopted this amendment to comply with new
            rules adopted by NASDAQ and approved by the SEC. As amended, the Bylaws permit
            investors with shares registered in their names by book entry to obtain a certificate
            representing the shares by written request to the Company's registrar or transfer
            agent. Prior to this amendment, the Bylaws were silent on the issuance of
            uncertificated shares.</font></p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: justify">&nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: justify"><font size="2">The
            full text of the amendment to Article VII and the Amended and Restated Bylaws are filed
            herewith as Exhibits 3.1 and 3.2, respectively.</font></p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: justify">&nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: justify">&nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt" align="center">&nbsp;</p>
            <!-- EEDocs PBStart-->
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            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: justify">
            <font size="2"><strong>Item 9.01 - Financial Statements and
            Exhibits</strong></font></p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: justify">&nbsp;</p>

            <div align="left">
                <table style="BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="267" border="0">
                    <tr>
                        <td valign="top" nowrap width="144">
                            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: justify">
                            &nbsp;</p>
                        </td>

                        <td valign="top" nowrap width="48">
                            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: justify">
                            <font size="2">(d)</font></p>
                        </td>

                        <td valign="top" nowrap width="75">
                            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: justify">
                            <font size="2">Exhibits</font></p>
                        </td>
                    </tr>
                </table>
            </div>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: justify">&nbsp;</p>

            <div align="left">
                <table style="BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="387" border="0">
                    <tr>
                        <td valign="top" nowrap width="144">
                            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: justify">
                            &nbsp;</p>
                        </td>

                        <td valign="top" nowrap width="144">
                            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: justify">
                            <font size="2">Exhibit No.</font></p>
                        </td>

                        <td valign="top" nowrap width="99">
                            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: justify">
                            <font size="2">Description</font></p>
                        </td>
                    </tr>
                </table>
            </div>

            <div align="left">
                <table style="BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="493" border="0">
                    <tr>
                        <td valign="top" nowrap width="144">
                            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: justify">
                            &nbsp;</p>
                        </td>

                        <td valign="top" nowrap width="144">
                            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: justify">
                            <font size="2">3.1</font></p>
                        </td>

                        <td valign="top" nowrap width="205">
                            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: justify">
                            <font size="2">Amendment to the Bylaws</font></p>
                        </td>
                    </tr>
                </table>
            </div>

            <div align="left">
                <table style="BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="531" border="0">
                    <tr>
                        <td valign="top" nowrap width="144">
                            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: justify">
                            &nbsp;</p>
                        </td>

                        <td valign="top" nowrap width="144">
                            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: justify">
                            <font size="2">3.2</font></p>
                        </td>

                        <td valign="top" nowrap width="243">
                            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: justify">
                            <font size="2">Amended and Restated Bylaws</font></p>
                        </td>
                    </tr>
                </table>
            </div>

            <div align="left">
                &nbsp;
            </div>

            <div align="center">
                &nbsp;
            </div>

            <div align="center">
                &nbsp;
            </div>

            <div align="left">
                <!-- EEDocs PBStart-->
                <hr style="PAGE-BREAK-AFTER: always" align="center" width="100%" noshade size="5">
                <!-- EEDocs PBEnd-->
            </div>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: justify">&nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: justify">
            <font size="2">Exhibit 3.1&nbsp;</font></p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: justify">&nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: justify">
            <font size="2">Article VII of the Company's Bylaws is hereby amended in its entirety to
            read as follows:</font></p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: justify">&nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: center">
            <b><font size="2">ARTICLE VII</font></b></p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: center">
            <b><font size="2">CERTIFICATES OF STOCK AND THEIR TRANSFER</font></b></p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: left">&nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-INDENT: 0.25in; TEXT-ALIGN: justify">
            <b><font size="2">Section 1: Certificates of Stock</font></b><font size="2">. The
            shares of stock of the Company shall be represented by stock certificates, provided
            that the Board of Directors may provide by resolution that some or all of any class or
            series of stock shall be uncertificated shares.</font> <font size="2">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.</font></p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0.5in; TEXT-ALIGN: left">
            &nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-INDENT: 0.25in; TEXT-ALIGN: justify">
            <b><font size="2">Section 2: Lost Certificates</font></b><font size="2">. 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 style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: left">&nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-INDENT: 0.25in; TEXT-ALIGN: justify">
            <b><font size="2">Section 3: Transfer of Shares</font></b><font size="2">. Subject to
            the restrictions, if any, stated or otherwise noted with respect to any shares of
            stock, shares of stock may be transferred upon the</font> <font size="2">books of the
            Company: (i) if such shares are certificated, by the surrender to the Company or to any
            transfer agent of the Company of a certificate for shares with an assignment or power
            of transfer endorsed thereon or delivered therewith, duly executed, with such proof or
            guarantee of the authenticity of the signature and of authority to transfer and of
            payment of transfer taxes as the Company or any transfer agent may require, or (ii) if
            such shares are uncertificated, by notification to the Company or to any transfer agent
            of the Company of the transfer of such shares, accompanied by written authorization
            duly executed with such proof or guarantee of the authenticity of the signature and of
            authority to transfer and of payment of transfer taxes as the Company or its agents may
            require. The Board of Directors may appoint a transfer agent and one or more
            co-transfer agents and registrar and one or more co-registrars and may make or
            authorize any such agents to make all such rules and regulations deemed expedient
            concerning the issue, transfer and registration of shares of stock of the Company. 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 style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: left">&nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-INDENT: 0.25in; TEXT-ALIGN: justify">
            <b><font size="2">Section 4: Treasury Stock.</font></b> <font size="2">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>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-INDENT: 0.25in; TEXT-ALIGN: justify">
            &nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-INDENT: 0.25in; TEXT-ALIGN: justify">
            &nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-INDENT: 0.25in; TEXT-ALIGN: justify">
            &nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-INDENT: 0.25in" align="center">
            &nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-INDENT: 0.25in; TEXT-ALIGN: justify">
            </p>
            <!-- EEDocs PBStart-->
            <hr style="PAGE-BREAK-AFTER: always" align="center" width="100%" noshade size="5">
            <!-- EEDocs PBEnd-->

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt" align="left"><font size="2">Exhibit
            3.2</font></p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: center">
            <b><font size="6">BYLAWS</font></b></p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: center">&nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: center">
            <b><font size="6">OF</font></b></p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: center">&nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: center">&nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: center">&nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: center">&nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: center">&nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; LINE-HEIGHT: 150%; TEXT-ALIGN: center">
            <b><font size="6">KANSAS CITY LIFE</font></b></p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: center">
            <b><font size="6">INSURANCE COMPANY</font></b></p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: center">&nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: center">
            <b><font size="2">Amended and Restated October 29, 2007</font></b></p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: center">&nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: center">&nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: center">&nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: center">&nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: center">&nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: center">&nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: center">&nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: center">&nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: center">&nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: center">&nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: center">&nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: center">&nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: center">&nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: center">&nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: center">&nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: center">&nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: center">&nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: center">&nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: center">&nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: center">&nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: center">&nbsp;</p>
            <!-- EEDocs PBStart-->
            <hr style="PAGE-BREAK-AFTER: always" align="center" width="100%" noshade size="5">
            <!-- EEDocs PBEnd-->

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: center">&nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: center">
            <b><font size="3">SUMMARY OF CONTENTS</font></b></p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: center">&nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: center"></p>

            <table cellspacing="0" cellpadding="0" width="100%" border="0">
                <tr>
                    <td width="201">
                        <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: left">
                        <font size="2">ARTICLE I</font></p>
                    </td>

                    <td width="356">
                    </td>

                    <td width="43">
                    </td>
                </tr>

                <tr>
                    <td width="201">
                        <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: left">
                        <font size="2">&nbsp;&nbsp; OFFICES</font></p>
                    </td>

                    <td width="356">
                    </td>

                    <td width="43">
                    </td>
                </tr>

                <tr>
                    <td width="201">&nbsp;</td>

                    <td width="356">
                    </td>

                    <td width="43">
                    </td>
                </tr>

                <tr>
                    <td width="201"><font size="2">ARTICLE II</font></td>

                    <td width="356">
                    </td>

                    <td width="43">
                    </td>
                </tr>

                <tr>
                    <td width="201"><font size="2">&nbsp;&nbsp; STOCKHOLDERS</font></td>

                    <td width="356">
                    </td>

                    <td width="43">
                    </td>
                </tr>

                <tr>
                    <td width="201">
                        <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: left">
                        <font size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Section 1:</font></p>
                    </td>

                    <td width="356">
                        <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: left">
                        <font size="2">Annual Meetings</font></p>
                    </td>

                    <td width="43">
                    </td>
                </tr>

                <tr>
                    <td width="201">
                        <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: left">
                        <font size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Section 2:</font></p>
                    </td>

                    <td width="356">
                        <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: left">
                        <font size="2">Special Meetings</font></p>
                    </td>

                    <td width="43">
                    </td>
                </tr>

                <tr>
                    <td width="201">
                        <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: left">
                        <font size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Section 3:</font></p>
                    </td>

                    <td width="356">
                        <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: left">
                        <font size="2">Place of Meeting</font></p>
                    </td>

                    <td width="43">
                    </td>
                </tr>

                <tr>
                    <td width="201">
                        <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: left">
                        <font size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Section 4:</font></p>
                    </td>

                    <td width="356">
                        <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: left">
                        <font size="2">Notice of Meetings</font></p>
                    </td>

                    <td width="43">
                    </td>
                </tr>

                <tr>
                    <td width="201">
                        <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: left">
                        <font size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Section 5:</font></p>
                    </td>

                    <td width="356">
                        <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: left">
                        <font size="2">Conduct of Meeting</font></p>
                    </td>

                    <td width="43">
                    </td>
                </tr>

                <tr>
                    <td width="201">
                        <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: left">
                        <font size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Section 6:</font></p>
                    </td>

                    <td width="356">
                        <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: left">
                        <font size="2">Voting Lists</font></p>
                    </td>

                    <td width="43">
                    </td>
                </tr>

                <tr>
                    <td width="201">
                        <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: left">
                        <font size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Section 7:</font></p>
                    </td>

                    <td width="356">
                        <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: left">
                        <font size="2">Quorum</font></p>
                    </td>

                    <td width="43">
                    </td>
                </tr>

                <tr height="1">
                    <td width="201">
                        <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: left">
                        <font size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Section 8:</font></p>
                    </td>

                    <td width="356">
                        <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: left">
                        <font size="2">Proxies</font></p>
                    </td>

                    <td width="43">
                    </td>
                </tr>

                <tr>
                    <td width="201">
                        <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: left">
                        <font size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Section 9:</font></p>
                    </td>

                    <td width="356">
                        <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: left">
                        <font size="2">Voting</font></p>
                    </td>

                    <td width="43">
                    </td>
                </tr>

                <tr>
                    <td width="201">
                        <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: left">
                        <font size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Section 10:</font></p>
                    </td>

                    <td width="356">
                        <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: left">
                        <font size="2">Notice of Stockholder Business</font></p>
                    </td>

                    <td width="43">
                    </td>
                </tr>

                <tr>
                    <td width="201">&nbsp;</td>

                    <td width="356">
                    </td>

                    <td width="43">
                    </td>
                </tr>

                <tr>
                    <td width="201"><font size="2">ARTICLE III</font></td>

                    <td width="356">
                    </td>

                    <td width="43">
                    </td>
                </tr>

                <tr>
                    <td width="201">
                        <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: left">
                        <font size="2">&nbsp;&nbsp; DIRECTORS</font></p>
                    </td>

                    <td width="356">
                    </td>

                    <td width="43">
                    </td>
                </tr>

                <tr>
                    <td width="201">
                        <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: left">
                        <font size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Section 1:</font></p>
                    </td>

                    <td width="356">
                        <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: left">
                        <font size="2">General Powers</font></p>
                    </td>

                    <td width="43">
                    </td>
                </tr>

                <tr>
                    <td width="201">
                        <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: left">
                        <font size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Section 2:</font></p>
                    </td>

                    <td width="356">
                        <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: left">
                        <font size="2">Number, Election, and Term of Directors</font></p>
                    </td>

                    <td width="43">
                    </td>
                </tr>

                <tr>
                    <td width="201">
                        <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: left">
                        <font size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Section 3:</font></p>
                    </td>

                    <td width="356">
                        <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: left">
                        <font size="2">Nomination of Directors</font></p>
                    </td>

                    <td width="43">
                    </td>
                </tr>

                <tr>
                    <td width="201">
                        <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: left">
                        <font size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Section 4:</font></p>
                    </td>

                    <td width="356">
                        <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: left">
                        <font size="2">Removal of Directors</font></p>
                    </td>

                    <td width="43">
                    </td>
                </tr>

                <tr>
                    <td width="201">
                        <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: left">
                        <font size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Section 5:</font></p>
                    </td>

                    <td width="356">
                        <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: left">
                        <font size="2">Vacancies</font></p>
                    </td>

                    <td width="43">
                    </td>
                </tr>

                <tr>
                    <td width="201">
                        <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: left">
                        <font size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Section 6:</font></p>
                    </td>

                    <td width="356">
                        <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: left">
                        <font size="2">Advisory Directors</font></p>
                    </td>

                    <td width="43">
                    </td>
                </tr>

                <tr>
                    <td width="201">&nbsp;</td>

                    <td width="356">
                    </td>

                    <td width="43">
                    </td>
                </tr>

                <tr>
                    <td width="201"><font size="2">ARTICLE IV</font></td>

                    <td width="356">
                    </td>

                    <td width="43">
                    </td>
                </tr>

                <tr>
                    <td width="201"><font size="2">&nbsp;&nbsp; MEETINGS OF THE BOARD</font> </td>

                    <td width="356">
                    </td>

                    <td width="43">
                    </td>
                </tr>

                <tr>
                    <td width="201"><font size="2">&nbsp;&nbsp; OF&nbsp;DIRECTORS</font></td>

                    <td width="356">
                    </td>

                    <td width="43">
                    </td>
                </tr>

                <tr>
                    <td width="201">
                        <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: left">
                        <font size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Section 1:</font></p>
                    </td>

                    <td width="356">
                        <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: left">
                        <font size="2">Annual and Regular Meetings</font></p>
                    </td>

                    <td width="43">
                    </td>
                </tr>

                <tr>
                    <td width="201">
                        <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: left">
                        <font size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Section 2:</font></p>
                    </td>

                    <td width="356">
                        <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: left">
                        <font size="2">Special Meetings</font></p>
                    </td>

                    <td width="43">
                    </td>
                </tr>

                <tr>
                    <td width="201">
                        <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: left">
                        <font size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Section 3:</font></p>
                    </td>

                    <td width="356">
                        <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: left">
                        <font size="2">Notice</font></p>
                    </td>

                    <td width="43">
                    </td>
                </tr>

                <tr>
                    <td width="201">
                        <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: left">
                        <font size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Section 4:</font></p>
                    </td>

                    <td width="356">
                        <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: left">
                        <font size="2">Place of Meeting</font></p>
                    </td>

                    <td width="43">
                    </td>
                </tr>

                <tr>
                    <td width="201">
                        <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: left">
                        <font size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Section 5:</font></p>
                    </td>

                    <td width="356">
                        <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: left">
                        <font size="2">Quorum and Voting</font></p>
                    </td>

                    <td width="43">
                    </td>
                </tr>

                <tr>
                    <td width="201">
                        <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: left">
                        <font size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Section 6:</font></p>
                    </td>

                    <td width="356">
                        <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: left">
                        <font size="2">Actions of the Board of Directors Without a
                        Meeting</font></p>
                    </td>

                    <td width="43">
                    </td>
                </tr>

                <tr>
                    <td width="201">
                        <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: left">
                        <font size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Section 7:</font></p>
                    </td>

                    <td width="356">
                        <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: left">
                        <font size="2">Participation</font></p>
                    </td>

                    <td width="43">
                    </td>
                </tr>

                <tr>
                    <td width="201">
                        <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: left">
                        <font size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Section 8:</font></p>
                    </td>

                    <td width="356">
                        <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: left">
                        <font size="2">Committees</font></p>
                    </td>

                    <td width="43">
                    </td>
                </tr>

                <tr>
                    <td width="201">
                        <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: left">
                        <font size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Section 9:</font></p>
                    </td>

                    <td width="356">
                        <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: left">
                        <font size="2">Executive Committee</font></p>
                    </td>

                    <td width="43">
                    </td>
                </tr>

                <tr>
                    <td width="201">
                        <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: left">
                        <font size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Section 10:</font></p>
                    </td>

                    <td width="356">
                        <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: left">
                        <font size="2">Evaluating Acquisition Proposals</font></p>
                    </td>

                    <td width="43">
                    </td>
                </tr>

                <tr>
                    <td width="201">&nbsp;</td>

                    <td width="356">
                    </td>

                    <td width="43">
                    </td>
                </tr>

                <tr>
                    <td width="201"><font size="2">ARTICLE V</font></td>

                    <td width="356">
                    </td>

                    <td width="43">
                    </td>
                </tr>

                <tr>
                    <td width="201">
                        <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: left">
                        <font size="2">&nbsp;&nbsp; OFFICERS</font></p>
                    </td>

                    <td width="356">
                    </td>

                    <td width="43">
                    </td>
                </tr>

                <tr>
                    <td width="201">
                        <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: left">
                        <font size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Section 1:</font></p>
                    </td>

                    <td width="356">
                        <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: left">
                        <font size="2">Number</font></p>
                    </td>

                    <td width="43">
                    </td>
                </tr>

                <tr>
                    <td width="201">
                        <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: left">
                        <font size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Section 2:</font></p>
                    </td>

                    <td width="356">
                        <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: left">
                        <font size="2">Election and Term of Office</font></p>
                    </td>

                    <td width="43">
                    </td>
                </tr>

                <tr>
                    <td width="201">
                        <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: left">
                        <font size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Section 3:</font></p>
                    </td>

                    <td width="356">
                        <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: left">
                        <font size="2">Vacancies</font></p>
                    </td>

                    <td width="43">
                    </td>
                </tr>

                <tr>
                    <td width="201">
                        <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: left">
                        <font size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Section 4:</font></p>
                    </td>

                    <td width="356">
                        <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: left">
                        <font size="2">Removal</font></p>
                    </td>

                    <td width="43">
                    </td>
                </tr>

                <tr>
                    <td width="201">
                        <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: left">
                        <font size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Section 5:</font></p>
                    </td>

                    <td width="356">
                        <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: left">
                        <font size="2">Delegation of Authority to Hire, Discharge, and Designate
                        Duties</font></p>
                    </td>

                    <td width="43">
                    </td>
                </tr>

                <tr>
                    <td width="201">
                        <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: left">
                        <font size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Section 6:</font></p>
                    </td>

                    <td width="356">
                        <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: left">
                        <font size="2">Chairman of the Board</font></p>
                    </td>

                    <td width="43">
                    </td>
                </tr>

                <tr>
                    <td width="201">
                        <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: left">
                        <font size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Section 7:</font></p>
                    </td>

                    <td width="356">
                        <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: left">
                        <font size="2">Vice Chairman of the Board</font></p>
                    </td>

                    <td width="43">
                    </td>
                </tr>

                <tr>
                    <td width="201">
                        <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: left">
                        <font size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Section 8:</font></p>
                    </td>

                    <td width="356">
                        <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: left">
                        <font size="2">President</font></p>
                    </td>

                    <td width="43">
                    </td>
                </tr>

                <tr>
                    <td width="201">
                        <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: left">
                        <font size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Section 9:</font></p>
                    </td>

                    <td width="356">
                        <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: left">
                        <font size="2">Vice President</font></p>
                    </td>

                    <td width="43">
                    </td>
                </tr>

                <tr>
                    <td width="201">
                        <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: left">
                        <font size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Section 10:</font></p>
                    </td>

                    <td width="356">
                        <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: left">
                        <font size="2">Actuary</font></p>
                    </td>

                    <td width="43">
                    </td>
                </tr>

                <tr>
                    <td width="201">
                        <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: left">
                        <font size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Section 11:</font></p>
                    </td>

                    <td width="356">
                        <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: left">
                        <font size="2">Auditor</font></p>
                    </td>

                    <td width="43">
                    </td>
                </tr>

                <tr>
                    <td width="201">
                        <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: left">
                        <font size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Section 12:</font></p>
                    </td>

                    <td width="356">
                        <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: left">
                        <font size="2">Controller</font></p>
                    </td>

                    <td width="43">
                    </td>
                </tr>

                <tr>
                    <td width="201">
                        <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: left">
                        <font size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Section 13:</font></p>
                    </td>

                    <td width="356">
                        <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: left">
                        <font size="2">General Counsel</font></p>
                    </td>

                    <td width="43">
                    </td>
                </tr>

                <tr>
                    <td width="201">
                        <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: left">
                        <font size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Section 14:</font></p>
                    </td>

                    <td width="356">
                        <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: left">
                        <font size="2">Secretary</font></p>
                    </td>

                    <td width="43">
                    </td>
                </tr>

                <tr>
                    <td width="201">
                        <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: left">
                        <font size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Section 15:</font></p>
                    </td>

                    <td width="356">
                        <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: left">
                        <font size="2">Treasurer</font></p>
                    </td>

                    <td width="43">
                    </td>
                </tr>

                <tr>
                    <td width="201">
                        <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: left">
                        <font size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Section 16:</font></p>
                    </td>

                    <td width="356">
                        <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: left">
                        <font size="2">Associate and Assistant Officers</font></p>
                    </td>

                    <td width="43">
                    </td>
                </tr>

                <tr>
                    <td width="201">&nbsp;</td>

                    <td width="356">
                    </td>

                    <td width="43">
                    </td>
                </tr>

                <tr>
                    <td width="201"><font size="2">ARTICLE VI</font></td>

                    <td width="356">
                    </td>

                    <td width="43">
                    </td>
                </tr>

                <tr>
                    <td width="201"><font size="2">&nbsp;&nbsp; CONTRACTS, LOANS,
                    CHECKS</font></td>

                    <td width="356">
                    </td>

                    <td width="43">
                    </td>
                </tr>

                <tr>
                    <td width="201"><font size="2">&nbsp;&nbsp; AND DEPOSITS</font></td>

                    <td width="356">
                    </td>

                    <td width="43">
                    </td>
                </tr>

                <tr>
                    <td width="201">
                        <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: left">
                        <font size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Section 1:</font></p>
                    </td>

                    <td width="356">
                        <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: left">
                        <font size="2">Contracts</font></p>
                    </td>

                    <td width="43">
                    </td>
                </tr>

                <tr>
                    <td width="201">
                        <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: left">
                        <font size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Section 2:</font></p>
                    </td>

                    <td width="356">
                        <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: left">
                        <font size="2">Loans</font></p>
                    </td>

                    <td width="43">
                    </td>
                </tr>

                <tr>
                    <td width="201">
                        <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: left">
                        <font size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Section 3:</font></p>
                    </td>

                    <td width="356">
                        <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: left">
                        <font size="2">Checks, Drafts and Other Documents</font></p>
                    </td>

                    <td width="43">
                    </td>
                </tr>

                <tr>
                    <td width="201">
                        <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: left">
                        <font size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Section 4:</font></p>
                    </td>

                    <td width="356">
                        <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: left">
                        <font size="2">Deposits</font></p>
                    </td>

                    <td width="43">
                    </td>
                </tr>

                <tr>
                    <td width="201">&nbsp;</td>

                    <td width="356">
                    </td>

                    <td width="43">
                    </td>
                </tr>

                <tr>
                    <td width="201"><font size="2">ARTICLE VII</font></td>

                    <td width="356">
                    </td>

                    <td width="43">
                    </td>
                </tr>

                <tr>
                    <td width="201"><font size="2">&nbsp;&nbsp; CERTIFICATES OF STOCK
                    AND</font></td>

                    <td width="356">
                    </td>

                    <td width="43">
                    </td>
                </tr>

                <tr>
                    <td width="201"><font size="2">&nbsp;&nbsp; THEIR TRANSFER</font></td>

                    <td width="356">
                    </td>

                    <td width="43">
                    </td>
                </tr>

                <tr>
                    <td width="201">
                        <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: left">
                        <font size="2">&nbsp;&nbsp; Section 1:</font></p>
                    </td>

                    <td width="356">
                        <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: left">
                        <font size="2">Certificates of Stock</font></p>
                    </td>

                    <td width="43">
                    </td>
                </tr>

                <tr>
                    <td width="201">
                        <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: left">
                        <font size="2">&nbsp;&nbsp; Section 2:</font></p>
                    </td>

                    <td width="356">
                        <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: left">
                        <font size="2">Lost Certificates</font></p>
                    </td>

                    <td width="43">
                    </td>
                </tr>

                <tr>
                    <td width="201">
                        <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: left">
                        <font size="2">&nbsp;&nbsp; Section 3:</font></p>
                    </td>

                    <td width="356">
                        <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: left">
                        <font size="2">Transfer of Shares</font></p>
                    </td>

                    <td width="43">
                    </td>
                </tr>

                <tr>
                    <td width="201">
                        <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: left">
                        <font size="2">&nbsp;&nbsp; Section 4:</font></p>
                    </td>

                    <td width="356">
                        <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: left">
                        <font size="2">Treasury Stock</font></p>
                    </td>

                    <td width="43">
                    </td>
                </tr>

                <tr>
                    <td width="201">&nbsp;</td>

                    <td width="356">
                    </td>

                    <td width="43">
                    </td>
                </tr>

                <tr>
                    <td width="201"><font size="2">ARTICLE VIII</font></td>

                    <td width="356">
                    </td>

                    <td width="43">
                    </td>
                </tr>

                <tr>
                    <td width="201">
                        <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: left">
                        <font size="2">&nbsp;&nbsp; DIVIDENDS</font></p>
                    </td>

                    <td width="356">
                    </td>

                    <td width="43">
                    </td>
                </tr>

                <tr>
                    <td width="201">&nbsp;</td>

                    <td width="356">
                    </td>

                    <td width="43">
                    </td>
                </tr>

                <tr>
                    <td width="201"><font size="2">ARTICLE IX</font></td>

                    <td width="356">
                    </td>

                    <td width="43">
                    </td>
                </tr>

                <tr>
                    <td width="201">
                        <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: left">
                        <font size="2">&nbsp;&nbsp; SEAL</font></p>
                    </td>

                    <td width="356">
                    </td>

                    <td width="43">
                    </td>
                </tr>

                <tr>
                    <td width="201">&nbsp;</td>

                    <td width="356">
                    </td>

                    <td width="43">
                    </td>
                </tr>

                <tr>
                    <td width="201"><font size="2">ARTICLE X</font></td>

                    <td width="356">
                    </td>

                    <td width="43">
                    </td>
                </tr>

                <tr>
                    <td width="201">
                        <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: left">
                        <font size="2">&nbsp;&nbsp; WAIVER OF NOTICE</font></p>
                    </td>

                    <td width="356">
                    </td>

                    <td width="43">
                    </td>
                </tr>

                <tr>
                    <td width="201">&nbsp;</td>

                    <td width="356">
                    </td>

                    <td width="43">
                    </td>
                </tr>

                <tr>
                    <td width="201"><font size="2">ARTICLE XI</font></td>

                    <td width="356">
                    </td>

                    <td width="43">
                    </td>
                </tr>

                <tr>
                    <td width="201">
                        <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: left">
                        <font size="2">&nbsp;&nbsp; FISCAL YEAR</font></p>
                    </td>

                    <td width="356">
                    </td>

                    <td width="43">
                    </td>
                </tr>

                <tr>
                    <td width="201">&nbsp;&nbsp;</td>

                    <td width="356">
                    </td>

                    <td width="43">
                    </td>
                </tr>

                <tr>
                    <td width="201"><font size="2">ARTICLE XII</font></td>

                    <td width="356">
                    </td>

                    <td width="43">
                    </td>
                </tr>

                <tr>
                    <td width="201">
                        <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: left">
                        <font size="2">&nbsp;&nbsp; INDEMNIFICATION OF</font></p>
                    </td>

                    <td width="356">
                    </td>

                    <td width="43">
                    </td>
                </tr>

                <tr>
                    <td width="201"><font size="2">&nbsp;&nbsp; OFFICERS, DIRECTORS AND</font>
                    </td>

                    <td width="356">
                    </td>

                    <td width="43">
                    </td>
                </tr>

                <tr>
                    <td width="201"><font size="2">&nbsp;&nbsp; OTHERS</font></td>

                    <td width="356">
                    </td>

                    <td width="43">
                    </td>
                </tr>

                <tr>
                    <td width="201"><font size="2">&nbsp;</font> </td>

                    <td width="356">
                    </td>

                    <td width="43">
                    </td>
                </tr>

                <tr>
                    <td width="201"><font size="2">ARTICLE XlII</font></td>

                    <td width="375">
                    </td>

                    <td width="43">
                    </td>
                </tr>

                <tr>
                    <td width="182">
                        <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: left">
                        <font size="2">&nbsp;&nbsp; AMENDMENTS</font></p>
                    </td>

                    <td width="375">
                    </td>

                    <td width="43">
                    </td>
                </tr>
            </table>
            <br>
            <br>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: left">&nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-INDENT: 0.25in" align="center">
            &nbsp;</p>
            <!-- EEDocs PBStart-->
            <hr style="PAGE-BREAK-AFTER: always" align="center" width="100%" noshade size="5">
            <!-- EEDocs PBEnd-->

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-INDENT: 0.25in" align="center">
            &nbsp;</p>
            <!-- EEDocs PBStart--><!-- EEDocs PBEnd-->

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: justify">&nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: justify">&nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: center">
            <b><font size="3">BYLAWS</font></b></p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: center">
            <b><font size="3">OF</font></b></p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: center">
            <b><font size="3">KANSAS CITY LIFE INSURANCE COMPANY</font></b></p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: left">&nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: center">
            <b><font size="2">ARTICLE I</font></b></p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: center">
            <b><font size="2">OFFICES</font></b></p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: left">&nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-INDENT: 0.25in; TEXT-ALIGN: justify">
            <font size="2">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>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: left">&nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: center">
            <b><font size="2">ARTICLE II</font></b></p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: center">
            <b><font size="2">STOCKHOLDERS</font></b></p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: left">&nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-INDENT: 0.25in; TEXT-ALIGN: justify">
            <b><font size="2">Section 1: Annual Meetings.</font></b> <font size="2">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 style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: left">&nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-INDENT: 0.25in; TEXT-ALIGN: justify">
            <b><font size="2">Section 2: Special Meetings.</font></b> <font size="2">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 style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: left">&nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-INDENT: 0.25in; TEXT-ALIGN: justify">
            <b><font size="2">Section 3: Place</font></b> <b><font size="2">of Meeting.</font></b>
            <font size="2">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 style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: left">&nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-INDENT: 0.25in; TEXT-ALIGN: justify">
            <b><font size="2">Section 4: Notice of Meetings.</font></b> <font size="2">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</font> <font size="2">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.</font></p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-INDENT: 0.25in; TEXT-ALIGN: justify">
            &nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-INDENT: 0.25in" align="center">
            &nbsp;</p>
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            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-INDENT: 0.25in" align="center">
            &nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: left">&nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-INDENT: 0.25in; TEXT-ALIGN: justify">
            <b><font size="2">Section 5: Conduct of Meeting.</font></b> <font size="2">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>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-INDENT: 0.25in; TEXT-ALIGN: justify">
            &nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-INDENT: 0.25in; TEXT-ALIGN: justify">
            <b><font size="2">Section 6:</font></b> <b><font size="2">Voting Lists.</font></b>
            <font size="2">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 style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: left">&nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-INDENT: 0.25in; TEXT-ALIGN: justify">
            <b><font size="2">Section 7: Quorum.</font></b> <font size="2">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 style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: left">&nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-INDENT: 0.25in; TEXT-ALIGN: justify">
            <b><font size="2">Section 8: Proxies.</font></b> <font size="2">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.</font></p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: left">&nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-INDENT: 0.25in; TEXT-ALIGN: justify">
            <b><font size="2">Section 9: Voting.</font></b> <font size="2">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</font> <font size="2">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 style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-INDENT: 0.25in; TEXT-ALIGN: justify">
            &nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-INDENT: 0.25in" align="center">
            &nbsp;</p>
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            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-INDENT: 0.25in" align="center">
            &nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-INDENT: 0.25in; TEXT-ALIGN: justify">
            <b><font size="2">Section 10: Notice of Stockholder Business.</font></b>
            <font size="2">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.</font></p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-INDENT: 0.25in; TEXT-ALIGN: justify">
            &nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: center">&nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: center">
            <b><font size="2">ARTICLE III</font></b></p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: center">
            <b><font size="2">DIRECTORS</font></b></p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: center">&nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-INDENT: 0.25in; TEXT-ALIGN: left">
            <b><font size="2">Section 1: General Powers.</font></b> <font size="2">The business and
            affairs of the Company shall be managed by its Board of Directors.</font></p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-INDENT: 0.25in; TEXT-ALIGN: left">
            &nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-INDENT: 0.25in; TEXT-ALIGN: left">
            <b><font size="2">Section 2: Number, Election, and Term of
            Directors</font></b><font size="2">. 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 style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-INDENT: 0.25in; TEXT-ALIGN: justify">
            &nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-INDENT: 0.25in; TEXT-ALIGN: justify">
            <b><font size="2">Section 3: Nomination of Directors.</font></b> <font size="2">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.</font></p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-INDENT: 0.25in; TEXT-ALIGN: justify">
            &nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-INDENT: 0.25in" align="center">
            &nbsp;</p>
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            &nbsp;</p>
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            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-INDENT: 0.25in; TEXT-ALIGN: justify">
            &nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-INDENT: 0.25in; TEXT-ALIGN: justify">
            <font size="2">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.</font></p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: left">&nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-INDENT: 0.25in; TEXT-ALIGN: justify">
            <font size="2">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</font> <font size="2">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 style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: left">&nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-INDENT: 0.25in; TEXT-ALIGN: justify">
            <b><font size="2">Section 4: Removal of Directors.</font></b> <font size="2">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 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 style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: left">&nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-INDENT: 0.25in; TEXT-ALIGN: justify">
            <b><font size="2">Section 5:</font></b>
            <b><font size="2">Vacancies</font></b><font size="2">. 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 style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: left">&nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-INDENT: 0.25in; TEXT-ALIGN: justify">
            <b><font size="2">Section 6: Advisory Directors</font></b><font size="2">. 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>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-INDENT: 0.25in; TEXT-ALIGN: justify">
            &nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-INDENT: 0.25in" align="center">
            &nbsp;</p>
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            &nbsp;</p>
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            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: left">&nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: center">
            <b><font size="2">ARTICLE IV</font></b></p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: center">
            <b><font size="2">MEETINGS OF THE BOARD OF DIRECTORS</font></b></p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: center">&nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-INDENT: 0.25in; TEXT-ALIGN: justify">
            <b><font size="2">Section 1: Annual and Regular Meetings</font></b><font size="2">. 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.&nbsp;</font>
            <font size="2">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 style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: justify">&nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-INDENT: 0.25in; TEXT-ALIGN: justify">
            <b><font size="2">Section 2: Special Meetings</font></b><font size="2">. 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 style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: left">&nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-INDENT: 0.25in; TEXT-ALIGN: justify">
            <b><font size="2">Section 3: Notice.</font></b> <font size="2">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.</font></p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: justify">&nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-INDENT: 0.25in; TEXT-ALIGN: justify">
            <b><font size="2">Section 4: Place of Meeting.</font></b> <font size="2">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 style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: left">&nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-INDENT: 0.25in; TEXT-ALIGN: justify">
            <b><font size="2">Section 5: Quorum and Voting.</font></b> <font size="2">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 style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: left">&nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-INDENT: 0.25in; TEXT-ALIGN: justify">
            <b><font size="2">Section 6: Actions of the Board of Directors Without a
            Meeting.</font></b> <font size="2">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</font> <font size="2">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 style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: left">&nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-INDENT: 0.25in; TEXT-ALIGN: justify">
            <b><font size="2">Section 7: Participation.</font></b> <font size="2">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 style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-INDENT: 0.25in; TEXT-ALIGN: justify">
            &nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-INDENT: 0.25in" align="center">
            &nbsp;</p>
            <!-- EEDocs PBStart-->
            <hr style="PAGE-BREAK-AFTER: always" align="center" width="100%" noshade size="5">
            <!-- EEDocs PBEnd-->

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-INDENT: 0.25in" align="center">
            &nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-INDENT: 0.25in; TEXT-ALIGN: justify">
            <b><font size="2">Section 8: Committees.</font></b> <font size="2">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 style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-INDENT: 0.25in; TEXT-ALIGN: justify">
            &nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-INDENT: 0.25in; TEXT-ALIGN: justify">
            <b><font size="2">Section 9: Executive Committee.</font></b> <font size="2">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 theterm 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</font> <font size="2">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 style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-INDENT: 0.25in; TEXT-ALIGN: justify">
            &nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-INDENT: 0.25in; TEXT-ALIGN: justify">
            <font size="2">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 style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-INDENT: 0.25in; TEXT-ALIGN: justify">
            &nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-INDENT: 0.25in" align="center">
            &nbsp;</p>
            <!-- EEDocs PBStart-->
            <hr style="PAGE-BREAK-AFTER: always" align="center" width="100%" noshade size="5">
            <!-- EEDocs PBEnd-->

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-INDENT: 0.25in" align="center">
            &nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-INDENT: 0.25in; TEXT-ALIGN: justify">
            &nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-INDENT: 0.25in; TEXT-ALIGN: justify">
            <b><font size="2">Section 10: Evaluating Acquisition Proposals.</font></b></p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: left">&nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-INDENT: 0.25in; TEXT-ALIGN: justify">
            <font size="2">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:</font></p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: left">&nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0.25in; TEXT-ALIGN: left">
            <font size="2">(a) The consideration being offered in the acquisition proposal in
            relation to the Board's estimate of:</font></p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: left">&nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0.75in; TEXT-INDENT: -0.25in; TEXT-ALIGN: justify">
            <font size="2">(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;</font></p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: left">&nbsp;</p>

            <div align="left">
                <table style="BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="491" border="0">
                    <tr>
                        <td valign="top" nowrap width="48">
                            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: left">
                            &nbsp;</p>
                        </td>

                        <td valign="top" nowrap width="35">
                            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: left">
                            <font size="2">(ii)</font></p>
                        </td>

                        <td valign="top" nowrap width="408">
                            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: left">
                            <font size="2">The current value of the Company if orderly
                            liquidated;</font></p>
                        </td>
                    </tr>
                </table>
            </div>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: left">&nbsp;</p>

            <div align="left">
                <table style="BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="100%" border="0">
                    <tr>
                        <td valign="top" width="48">
                            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: justify">
                            &nbsp;</p>
                        </td>

                        <td valign="top" width="24">
                            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: left">
                            <font size="2">(iii)</font></p>
                        </td>

                        <td valign="top">
                            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: justify">
                            <font size="2">The future value of the Company over a period of years
                            as an independent entity discounted to current value;</font></p>
                        </td>
                    </tr>
                </table>
            </div>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: left">&nbsp;</p>

            <div align="left">
                <table style="BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="100%" border="0">
                    <tr>
                        <td valign="top" width="24">
                            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: justify">
                            &nbsp;</p>
                        </td>

                        <td valign="top" width="24">
                            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: left">
                            <font size="2">(b)</font></p>
                        </td>

                        <td valign="top">
                            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: justify">
                            <font size="2">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></p>
                        </td>
                    </tr>
                </table>
            </div>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: left">&nbsp;</p>

            <div align="left">
                <table style="BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="587" border="0">
                    <tr>
                        <td valign="top" nowrap width="24">
                            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: left">
                            &nbsp;</p>
                        </td>

                        <td valign="top" nowrap width="33">
                            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: left">
                            <font size="2">(c)</font></p>
                        </td>

                        <td valign="top" nowrap width="529">
                            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: left">
                            <font size="2">Whether the acquisition proposal might violate federal,
                            state or local laws;</font></p>
                        </td>
                    </tr>
                </table>
            </div>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: left">&nbsp;</p>

            <div align="left">
                <table style="BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="100%" border="0">
                    <tr>
                        <td valign="top" width="24">
                            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: justify">
                            &nbsp;</p>
                        </td>

                        <td valign="top" width="24">
                            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: left">
                            <font size="2">(d)</font></p>
                        </td>

                        <td valign="top">
                            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: justify">
                            <font size="2">Social, legal and economic effects on employees,
                            suppliers, policyholders and others having similar relation&shy;ships
                            with the Company, and the communities in which the Company conducts its
                            businesses;</font></p>
                        </td>
                    </tr>
                </table>
            </div>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: left">&nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0.25in; TEXT-ALIGN: left">
            <font size="2">(e) The financial condition and earning prospects of the person making
            the acquisition proposal.</font></p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0.25in; TEXT-ALIGN: left">
            &nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0.25in; TEXT-ALIGN: left">
            <font size="2">2. For purposes of this Section, the term "acquisition proposal" means
            any proposal of any person:</font></p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0.25in; TEXT-ALIGN: left">
            &nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0.25in; TEXT-ALIGN: left">
            <font size="2">(a) For a tender offer, exchange offer, or other comparable offer for
            any equity security of the Company;</font></p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: left">&nbsp;</p>

            <div align="left">
                <table style="BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="528" border="0">
                    <tr>
                        <td valign="top" nowrap width="24">
                            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: left">
                            &nbsp;</p>
                        </td>

                        <td valign="top" nowrap width="37">
                            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: left">
                            <font size="2">(b)</font></p>
                        </td>

                        <td valign="top" nowrap width="467">
                            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: left">
                            <font size="2">To merge or consolidate the Company with another
                            company; or</font></p>
                        </td>
                    </tr>
                </table>
            </div>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: left">&nbsp;</p>

            <div align="left">
                <table style="BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="636" border="0">
                    <tr>
                        <td valign="top" nowrap width="24">
                            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: left">
                            &nbsp;</p>
                        </td>

                        <td valign="top" nowrap width="37">
                            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: left">
                            <font size="2">(c)</font></p>
                        </td>

                        <td valign="top" nowrap width="575">
                            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; TEXT-ALIGN: left">
                            <font size="2">To purchase or otherwise acquire all or a substantial
                            part of the assets of the Company.</font></p>
                        </td>
                    </tr>
                </table>
            </div>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0.25in; TEXT-ALIGN: left">
            &nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0.25in; TEXT-ALIGN: left">
            <font size="2">Nothing in this Section shall require any Director or the Company to
            respond to any particular acquisition proposal.</font></p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0.25in; TEXT-ALIGN: left">
            &nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0.25in" align="center">
            &nbsp;</p>
            <!-- EEDocs PBStart-->
            <hr style="PAGE-BREAK-AFTER: always" align="center" width="100%" noshade size="5">
            <!-- EEDocs PBEnd-->

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0.25in" align="center">
            &nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: center">
            <b><font size="2">ARTICLE V</font></b></p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: center">
            <b><font size="2">OFFICERS</font></b></p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: left">&nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-INDENT: 0.25in; TEXT-ALIGN: justify">
            <b><font size="2">Section 1: Number.</font></b> <font size="2">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 style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: left">&nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-INDENT: 0.25in; TEXT-ALIGN: justify">
            <b><font size="2">Section 2: Election and Term of Office</font></b><font size="2">. 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 style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: left">&nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-INDENT: 0.25in; TEXT-ALIGN: justify">
            <b><font size="2">Section 3: Vacancies</font></b><font size="2">. 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 style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: left">&nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-INDENT: 0.25in; TEXT-ALIGN: justify">
            <b><font size="2">Section 4: Removal</font></b><font size="2">. 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 style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-INDENT: 0.25in; TEXT-ALIGN: justify">
            &nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-INDENT: 0.25in; TEXT-ALIGN: justify">
            <b><font size="2">Section 5: Delegation of Authority to Hire, Discharge, and Designate
            Duties.</font></b> <font size="2">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 style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: left">&nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-INDENT: 0.25in; TEXT-ALIGN: justify">
            <b><font size="2">Section 6: Chairman of the Board.</font></b> <font size="2">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 style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: left">&nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-INDENT: 0.25in; TEXT-ALIGN: justify">
            <b><font size="2">Section 7: Vice Chairman</font></b> <b><font size="2">of the
            Board.</font></b> <font size="2">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 style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: left">&nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-INDENT: 0.25in; TEXT-ALIGN: justify">
            <b><font size="2">Section 8: President.</font></b> <font size="2">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 style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-INDENT: 0.25in; TEXT-ALIGN: justify">
            &nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0.25in" align="center">
            &nbsp;</p>
            <!-- EEDocs PBStart-->
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            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0.25in" align="center">
            &nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-INDENT: 0.25in; TEXT-ALIGN: justify">
            <b><font size="2">Section 9: Vice President</font></b><font size="2">. 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 style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: left">&nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-INDENT: 0.25in; TEXT-ALIGN: justify">
            <b><font size="2">Section 10: Actuary.</font></b> <font size="2">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</font>
            <font size="2">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 style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: left">&nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-INDENT: 0.25in; TEXT-ALIGN: justify">
            <b><font size="2">Section 11: Auditor.</font></b> <font size="2">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 style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: left">&nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-INDENT: 0.25in; TEXT-ALIGN: justify">
            <b><font size="2">Section 12: Controller.</font></b> <font size="2">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 style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: left">&nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-INDENT: 0.25in; TEXT-ALIGN: justify">
            <b><font size="2">Section 13: General Counsel</font></b><font size="2">. 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 style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: left">&nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-INDENT: 0.25in; TEXT-ALIGN: justify">
            <b><font size="2">Section 14: Secretary</font></b><font size="2">. 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.</font></p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-INDENT: 0.25in; TEXT-ALIGN: justify">
            &nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0.25in" align="center">
            &nbsp;</p>
            <!-- EEDocs PBStart-->
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            <!-- EEDocs PBEnd-->

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0.25in" align="center">
            &nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-INDENT: 0.25in; TEXT-ALIGN: justify">
            <b><font size="2">Section 15: Treasurer.</font></b> <font size="2">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.</font></p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-INDENT: 0.25in; TEXT-ALIGN: justify">
            &nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-INDENT: 0.25in; TEXT-ALIGN: justify">
            <b><font size="2">Section 16: Associate and Assistant Officers.</font></b>
            <font size="2">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>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-INDENT: 0.25in; TEXT-ALIGN: justify">
            &nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: center">
            <b><font size="2">ARTICLE VI</font></b></p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: center">
            <b><font size="2">CONTRACTS, LOANS, CHECKS AND DEPOSITS</font></b></p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: left">&nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-INDENT: 0.25in; TEXT-ALIGN: justify">
            <b><font size="2">Section 1: Contracts</font></b><font size="2">. 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 style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: left">&nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-INDENT: 0.25in; TEXT-ALIGN: justify">
            <b><font size="2">Section 2: Loans</font></b><font size="2">. 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 style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: left">&nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-INDENT: 0.25in; TEXT-ALIGN: justify">
            <b><font size="2">Section 3: Checks, Drafts and Other
            Documents</font></b><font size="2">. 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 style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: left">&nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-INDENT: 0.25in; TEXT-ALIGN: justify">
            <b><font size="2">Section 4: Deposits</font></b><font size="2">. 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>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: left">&nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: center">
            <b><font size="2">ARTICLE VII</font></b></p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: center">
            <b><font size="2">CERTIFICATES OF STOCK AND THEIR TRANSFER</font></b></p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: left">&nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-INDENT: 0.25in; TEXT-ALIGN: justify">
            <b><font size="2">Section 1: Certificates of Stock</font></b><font size="2">. The
            shares of stock of the Company shall be represented by stock certificates, provided
            that the Board of Directors may provide by resolution that some or all of any class or
            series of stock shall be uncertificated shares.</font> <font size="2">The format and
            content of Company stock certificates shall be determined by the Board</font>
            <font size="2">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.</font></p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: left">&nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-INDENT: 0.25in; TEXT-ALIGN: justify">
            &nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0.25in" align="center">
            &nbsp;</p>
            <!-- EEDocs PBStart-->
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            <!-- EEDocs PBEnd-->

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0.25in" align="center">
            &nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-INDENT: 0.25in; TEXT-ALIGN: justify">
            <font size="2"><strong>Section 2: Lost Certificates</strong><font size="2">. 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></font></p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-INDENT: 0.25in; TEXT-ALIGN: justify">
            &nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-INDENT: 0.25in; TEXT-ALIGN: justify">
            <b><font size="2">Section 3: Transfer of Shares</font></b><font size="2">. Subject to
            the restrictions, if any, stated or otherwise noted with respect to any shares of
            stock, shares of stock may be transferred upon the books of the Company: (i) if such
            shares are certificated, by the surrender to the Company or to any transfer agent of
            the Company of a certificate for shares with an assignment or power of transfer
            endorsed thereon or delivered therewith, duly executed, with such proof or guarantee of
            the authenticity of the signature and of authority to transfer and of payment of
            transfer taxes as the Company or any transfer agent may require, or (ii) if such shares
            are uncertificated, by notification to the Company or to any transfer agent of the
            Company of the transfer of such shares, accompanied by written authorization duly
            executed with such proof or guarantee of the authenticity of the signature and of
            authority to transfer and of payment of transfer taxes as the Company or its agents may
            require. The Board of Directors may appoint a transfer agent and one or more
            co-transfer agents and registrar and one or more co-registrars and may make or
            authorize any such agents to make all such rules and regulations deemed expedient
            concerning the issue, transfer and registration of shares</font> <font size="2">of
            stock of the Company. 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 style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: left">&nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-INDENT: 0.25in; TEXT-ALIGN: justify">
            <b><font size="2">Section 4: Treasury Stock.</font></b> <font size="2">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>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0.5in; TEXT-INDENT: 0.25in; TEXT-ALIGN: justify">
            &nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: center">
            <b><font size="2">ARTICLE VIII</font></b></p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: center">
            <b><font size="2">DIVIDENDS</font></b></p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: left">&nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-INDENT: 0.25in; TEXT-ALIGN: justify">
            <font size="2">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.</font></p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-INDENT: 0.25in; TEXT-ALIGN: justify">
            &nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-INDENT: 0.25in; TEXT-ALIGN: center">
            <b><font size="2">ARTICLE IX</font></b></p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-INDENT: 0.25in; TEXT-ALIGN: center">
            <b><font size="2">SEAL</font></b></p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-INDENT: 0.25in; TEXT-ALIGN: justify">
            &nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-INDENT: 0.25in; TEXT-ALIGN: justify">
            <font size="2">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.</font></p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-INDENT: 0.25in; TEXT-ALIGN: justify">
            &nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: center">
            <b><font size="2">ARTICLE X</font></b></p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: center">
            <b><font size="2">WAIVER OF NOTICE</font></b></p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: left">&nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-INDENT: 0.25in; TEXT-ALIGN: justify">
            <font size="2">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>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: left">&nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: center">&nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0.25in" align="center">
            &nbsp;</p>
            <!-- EEDocs PBStart-->
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            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: center">
            <b><font size="2">ARTICLE XI</font></b></p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: center">
            <b><font size="2">FISCAL YEAR</font></b></p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: left">&nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-INDENT: 0.25in; TEXT-ALIGN: justify">
            <font size="2">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>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0.25in" align="center">
            &nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: center">
            <b><font size="2">ARTICLE XII</font></b></p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: center">
            <b><font size="2">INDEMNIFICATION OF OFFICERS, DIRECTORS AND OTHERS</font></b></p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: center">&nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt" align="justify"><font size="2">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.</font></p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: left">&nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-INDENT: 0.25in; TEXT-ALIGN: justify">
            <font size="2">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.</font></p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: left">&nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-INDENT: 0.25in; TEXT-ALIGN: justify">
            <font size="2">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.</font></p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: left">&nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-INDENT: 0.25in; TEXT-ALIGN: justify">
            <font size="2">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.</font></p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-INDENT: 0.25in; TEXT-ALIGN: justify">
            &nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-INDENT: 0.25in; TEXT-ALIGN: justify">
            <font size="2">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.</font></p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-INDENT: 0.25in; TEXT-ALIGN: justify">
            &nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0.25in" align="center">
            &nbsp;</p>
            <!-- EEDocs PBStart-->
            <hr style="PAGE-BREAK-AFTER: always" align="center" width="100%" noshade size="5">
            <!-- EEDocs PBEnd-->

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0.25in" align="center">
            &nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-INDENT: 0.25in; TEXT-ALIGN: justify">
            <font size="2">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.</font></p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: left">&nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-INDENT: 0.25in; TEXT-ALIGN: justify">
            <font size="2">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.</font></p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: left">&nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-INDENT: 0.25in; TEXT-ALIGN: justify">
            <font size="2">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.</font></p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: left">&nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-INDENT: 0.25in; TEXT-ALIGN: justify">
            <font size="2">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 shah 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 style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-INDENT: 0.25in; TEXT-ALIGN: justify">
            &nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-INDENT: 0.25in; TEXT-ALIGN: justify">
            <font size="2">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.</font></p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-INDENT: 0.25in; TEXT-ALIGN: justify">
            &nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0.25in" align="center">
            &nbsp;</p>
            <!-- EEDocs PBStart-->
            <hr style="PAGE-BREAK-AFTER: always" align="center" width="100%" noshade size="5">
            <!-- EEDocs PBEnd-->

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; MARGIN-LEFT: 0.25in" align="center">
            &nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: left">&nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-INDENT: 0.25in; TEXT-ALIGN: justify">
            <font size="2">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.</font></p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: left">&nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-INDENT: 0.25in; TEXT-ALIGN: justify">
            <font size="2">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.</font></p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: left">&nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-INDENT: 0.25in; TEXT-ALIGN: justify">
            <font size="2">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.</font></p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: left">&nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-INDENT: 0.25in; TEXT-ALIGN: justify">
            <font size="2">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.</font></p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: left">&nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: center">
            <b><font size="2">ARTICLE XIII</font></b></p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: center">
            <b><font size="2">AMENDMENTS</font></b></p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-ALIGN: left">&nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-INDENT: 0.25in; TEXT-ALIGN: justify">
            <font size="2">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 style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-INDENT: 0.25in; TEXT-ALIGN: justify">
            &nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-INDENT: 0.25in; TEXT-ALIGN: justify">
            &nbsp;</p>

            <p style="MARGIN-TOP: 0pt; MARGIN-BOTTOM: 0pt; TEXT-INDENT: 0.25in; TEXT-ALIGN: justify">
            &nbsp;</p>
            <!-- EEDocs PBStart--><!-- EEDocs PBEnd-->

            <p align="left">&nbsp;</p>

            <p align="center">&nbsp;</p>
            <hr align="center" width="100%" noshade size="5">

            <p style="PAGE-BREAK-AFTER: always"></p>
            <PAGE><PAGE><br>

            <p align="center">
            <a name="a14"></a><font face="Times New Roman, Times, Serif" size="2"><b><a name="signatures">
            </a>SIGNATURES</b></font></p>

            <p align="justify">
            <font face="Times New Roman, Times, Serif" size="2">&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>

            <table cellspacing="0" cellpadding="0" width="100%" align="center" border="0">
                <tr style="FONT-SIZE: 1px">
                    <td valign="top" width="50%">
                        <p align="right">&nbsp;</p>
                    </td>

                    <td valign="top" colspan="4">
                        <p align="right">&nbsp;</p>
                    </td>
                </tr>

                <tr>
                    <td valign="top">
                        <p align="right">&nbsp;</p>
                    </td>

                    <td valign="top" colspan="4">
                        <p align="right">
                        <font face="Times New Roman, Times, Serif" size="2"><b>KANSAS CITY LIFE
                        INSURANCE COMPANY</b></font></p>
                    </td>
                </tr>

                <tr>
                    <td valign="top">
                        <p align="right">&nbsp;</p>
                    </td>

                    <td valign="top" colspan="4">
                        <hr align="right" width="97%" noshade size="1">
                    </td>
                </tr>

                <tr>
                    <td valign="top">
                        <p align="right">&nbsp;</p>
                    </td>

                    <td valign="top" colspan="4">
                        <p align="center">
                        <font face="Times New Roman, Times, Serif" size="2">(Registrant)</font></p>
                    </td>
                </tr>

                <tr>
                    <td valign="top">
                    </td>

                    <td valign="top" colspan="4">
                    </td>
                </tr>

                <tr>
                    <td valign="top">
                    </td>

                    <td valign="top" colspan="4">
                    </td>
                </tr>

                <tr>
                    <td valign="top">
                    </td>

                    <td valign="top" width="59">
                        <p>&nbsp;</p>
                    </td>

                    <td width="7">
                        <p><font size="2">By:&nbsp;</font></p>
                    </td>

                    <td width="20">
                        <p><font face="Times New Roman, Times, Serif" size="2">&nbsp;
                        /s/</font></p>
                    </td>

                    <td width="257"><font size="2">William A. Schalekamp</font></td>
                </tr>

                <tr height="19">
                    <td valign="top">
                    </td>

                    <td valign="top" colspan="2">
                    </td>

                    <td width="20">
                    </td>

                    <td width="257"><font size="2">William A. Schalekamp,</font></td>
                </tr>

                <tr>
                    <td valign="top">
                    </td>

                    <td valign="top" colspan="2">
                    </td>

                    <td width="20">
                    </td>

                    <td width="257"><font size="2">Senior Vice President,</font></td>
                </tr>

                <tr>
                    <td valign="top">
                    </td>

                    <td valign="top" colspan="2">
                    </td>

                    <td width="20">
                    </td>

                    <td width="257"><font size="2">General Counsel &amp; Secretary</font></td>
                </tr>
            </table>
            <br>

            <table cellspacing="0" cellpadding="0" width="100%" align="center" border="0">
                <tr style="FONT-SIZE: 1px">
                    <td valign="bottom" width="100%" colspan="2">
                        <p>&nbsp;</p>
                    </td>
                </tr>

                <tr>
                    <td valign="bottom" colspan="2">
                        <p><font face="Times New Roman, Times, Serif" size="2">October 30,
                        2007</font></p>
                    </td>
                </tr>

                <tr>
                    <td valign="bottom" colspan="2">
                        <blockquote dir="ltr" style="MARGIN-RIGHT: 0px">
                            <p><font size="2">(Date)</font></p>
                        </blockquote>
                    </td>
                </tr>
            </table>
            <br>

            <p>&nbsp;</p>

            <p align="center">&nbsp;</p>

            <p align="center"></p>
            <hr align="center" width="100%" noshade size="5">
            <br>
            <br>
        </div>
    </body>
</html>
[{"type": "8-K", "sequence": "1", "filename": "kclform8k5032007.htm", "description": "5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS", "secsgml_size_bytes": 186317}]
{"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": "001-33348", "film-number": "071199262"}, "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):
Octo
ber 30,
            2007
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:
o
Written communications pursuant to Rule 425 under the
            Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the
            Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule
            14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule
            13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.03 - Amendments to Articles of
            Incorporation or Bylaws; Change in Fiscal Year.
On
            October 29, 2007, the Board amended Article VII of the Bylaws to provide for the
            issuance of uncertificated shares. The Board adopted this amendment to comply with new
            rules adopted by NASDAQ and approved by the SEC. As amended, the Bylaws permit
            investors with shares registered in their names by book entry to obtain a certificate
            representing the shares by written request to the Company's registrar or transfer
            agent. Prior to this amendment, the Bylaws were silent on the issuance of
            uncertificated shares.
The
            full text of the amendment to Article VII and the Amended and Restated Bylaws are filed
            herewith as Exhibits 3.1 and 3.2, respectively.
Item 9.01 - Financial Statements and
            Exhibits
(d)
Exhibits
Exhibit No.
Description
3.1
Amendment to the Bylaws
3.2
Amended and Restated Bylaws
Exhibit 3.1
Article VII of the Company's Bylaws is hereby amended in its entirety to
            read as follows:
ARTICLE VII
CERTIFICATES OF STOCK AND THEIR TRANSFER
Section 1: Certificates of Stock
. The
            shares of stock of the Company shall be represented by stock certificates, provided
            that the Board of Directors may provide by resolution that some or all of any class or
            series of stock shall be uncertificated shares.
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
. Subject to
            the restrictions, if any, stated or otherwise noted with respect to any shares of
            stock, shares of stock may be transferred upon the
books of the
            Company: (i) if such shares are certificated, by the surrender to the Company or to any
            transfer agent of the Company of a certificate for shares with an assignment or power
            of transfer endorsed thereon or delivered therewith, duly executed, with such proof or
            guarantee of the authenticity of the signature and of authority to transfer and of
            payment of transfer taxes as the Company or any transfer agent may require, or (ii) if
            such shares are uncertificated, by notification to the Company or to any transfer agent
            of the Company of the transfer of such shares, accompanied by written authorization
            duly executed with such proof or guarantee of the authenticity of the signature and of
            authority to transfer and of payment of transfer taxes as the Company or its agents may
            require. The Board of Directors may appoint a transfer agent and one or more
            co-transfer agents and registrar and one or more co-registrars and may make or
            authorize any such agents to make all such rules and regulations deemed expedient
            concerning the issue, transfer and registration of shares of stock of the Company. The
            person in whose name shares stand on the books of the Company is considered the owner
            for all purposes of the Company.
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.
Exhibit
            3.2
BYLAWS
OF
KANSAS CITY LIFE
INSURANCE COMPANY
Amended and Restated October 29, 2007
SUMMARY OF CONTENTS
ARTICLE I
OFFICES
ARTICLE II
STOCKHOLDERS
Section 1:
Annual Meetings
Section 2:
Special Meetings
Section 3:
Place of Meeting
Section 4:
Notice of Meetings
Section 5:
Conduct of Meeting
Section 6:
Voting Lists
Section 7:
Quorum
Section 8:
Proxies
Section 9:
Voting
Section 10:
Notice of Stockholder Business
ARTICLE III
DIRECTORS
Section 1:
General Powers
Section 2:
Number, Election, and Term of Directors
Section 3:
Nomination of Directors
Section 4:
Removal of Directors
Section 5:
Vacancies
Section 6:
Advisory Directors
ARTICLE IV
MEETINGS OF THE BOARD
OF DIRECTORS
Section 1:
Annual and Regular Meetings
Section 2:
Special Meetings
Section 3:
Notice
Section 4:
Place of Meeting
Section 5:
Quorum and Voting
Section 6:
Actions of the Board of Directors Without a
                        Meeting
Section 7:
Participation
Section 8:
Committees
Section 9:
Executive Committee
Section 10:
Evaluating Acquisition Proposals
ARTICLE V
OFFICERS
Section 1:
Number
Section 2:
Election and Term of Office
Section 3:
Vacancies
Section 4:
Removal
Section 5:
Delegation of Authority to Hire, Discharge, and Designate
                        Duties
Section 6:
Chairman of the Board
Section 7:
Vice Chairman of the Board
Section 8:
President
Section 9:
Vice President
Section 10:
Actuary
Section 11:
Auditor
Section 12:
Controller
Section 13:
General Counsel
Section 14:
Secretary
Section 15:
Treasurer
Section 16:
Associate and Assistant Officers
ARTICLE VI
CONTRACTS, LOANS,
                    CHECKS
AND DEPOSITS
Section 1:
Contracts
Section 2:
Loans
Section 3:
Checks, Drafts and Other Documents
Section 4:
Deposits
ARTICLE VII
CERTIFICATES OF STOCK
                    AND
THEIR TRANSFER
Section 1:
Certificates of Stock
Section 2:
Lost Certificates
Section 3:
Transfer of Shares
Section 4:
Treasury Stock
ARTICLE VIII
DIVIDENDS
ARTICLE IX
SEAL
ARTICLE X
WAIVER OF NOTICE
ARTICLE XI
FISCAL YEAR
ARTICLE XII
INDEMNIFICATION OF
OFFICERS, DIRECTORS AND
OTHERS
ARTICLE XlII
AMENDMENTS
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.
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.
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 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.
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 theterm 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.
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.
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.
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.
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
            shares of stock of the Company shall be represented by stock certificates, provided
            that the Board of Directors may provide by resolution that some or all of any class or
            series of stock shall be uncertificated shares.
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
. Subject to
            the restrictions, if any, stated or otherwise noted with respect to any shares of
            stock, shares of stock may be transferred upon the books of the Company: (i) if such
            shares are certificated, by the surrender to the Company or to any transfer agent of
            the Company of a certificate for shares with an assignment or power of transfer
            endorsed thereon or delivered therewith, duly executed, with such proof or guarantee of
            the authenticity of the signature and of authority to transfer and of payment of
            transfer taxes as the Company or any transfer agent may require, or (ii) if such shares
            are uncertificated, by notification to the Company or to any transfer agent of the
            Company of the transfer of such shares, accompanied by written authorization duly
            executed with such proof or guarantee of the authenticity of the signature and of
            authority to transfer and of payment of transfer taxes as the Company or its agents may
            require. The Board of Directors may appoint a transfer agent and one or more
            co-transfer agents and registrar and one or more co-registrars and may make or
            authorize any such agents to make all such rules and regulations deemed expedient
            concerning the issue, transfer and registration of shares
of
            stock of the Company. The person in whose name shares stand on the books of the Company
            is considered the owner for all purposes of the Company.
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.
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.
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 shah 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.
SIGNATURES
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/
William A. Schalekamp
William A. Schalekamp,
Senior Vice President,
General Counsel & Secretary
October 30,
                        2007
(Date)