Exhibit 10 (b), Form 10-K
Kansas City Life
Insurance Company
TWENTY-SECOND AMENDMENT
KANSAS CITY LIFE INSURANCE COMPANY
SAVINGS AND PROFIT SHARING PLAN
THIS TWENTY-SECOND AMENDMENT, comprising the restated Kansas
City Life Insurance Company Savings and Profit Sharing Plan, except
as otherwise specifically stated in the Plan, is effective the lst
day of January, 1998, and is entered into by and between Kansas
City Life Insurance Company, a Corporation organized and existing
under the Laws of the State of Missouri, hereinafter called the
"Company", and Xxxxxx X. Xxxxx, Xxxx X. Xxxxxxxx and Xxxxxx X.
Xxxxxx, hereinafter referred to as the "Trustees".
ARTICLE I
Creation and Purpose of Trust
1.1 Name. The Company hereby creates this Plan and Trust to
be known as the "Kansas City Life Insurance Company Savings and
Profit Sharing Plan" (formerly the Kansas City Life Insurance
Company Savings and Investment Plan), hereinafter sometimes re-
ferred to as the "Plan" or "Trust".
1.2 Purpose. It is the purpose of this Plan to recognize the
contributions of its employees to the successful operation of the
Company and to reward such contributions by providing certain
savings and investment and profit sharing benefits for those who
become participants under the Plan, and for their beneficiaries.
1.3 Exclusive Benefit of Employees. This Agreement has been
made, and this Plan and Trust created, for the exclusive benefit of
the Company's full time employees and their beneficiaries. The
terms of this Plan are intended to comply with the provisions of
Sections 401(a), 501(a) and 401(k) of the Internal Revenue Code of
1986 as amended from time to time, and Treasury Department Regu-
lations in connection therewith in order that the Plan and Trust
may qualify for tax exemption. Under no circumstances shall any
part of the principal or income of the Plan and Trust be used for,
or revert to, the Company, or be used for, or diverted to, any pur-
poses other than for the exclusive benefit of the employees and
their beneficiaries. This Plan and Trust shall not be construed,
however, as giving any employee, or any other person, any right,
legal or equitable as against the Company, the Trustees, or the
principal or income of the Trust, except as specifically provided
for herein, nor shall it be construed as giving any employee the
right to remain with the Company or in the Company's employment.
ARTICLE II
Qualification and Eligibility
2.1 Qualification. The requirements of qualification for
employees are set forth hereinafter.
A. Employees. Each present and future employee shall be
qualified as a participant in this Plan,
(1) who shall have completed one (1) year of employment
with the Company during which he shall have com-
pleted one thousand (1,000) hours of employment
from date of hire, or if he has not completed one
thousand (1,000) hours of employment within such
period, then one thousand (1,000) hours of employ-
ment during a calendar year beginning with the
calendar year which includes the first anniversary
of the employee's date of hire, and
(2) who shall have attained the age of twenty-one (21)
years.
(3)With respect to this Plan, an "hour of employment"
shall mean:
(a) Each hour for which an employee is directly or
indirectly paid, or entitled to payment, by
the Company for the performance of duties.
These hours shall be credited to the employee
for the computation period or periods in which
the duties are performed; and
(b) Each hour for which back pay, irrespective of
mitigation of damages, has been either awarded
or agreed to by the Company. These ours shall
be credited to the employee for the computa-
tion period or periods to which the award or
agreement pertains rather than the computation
period in which the award, agreement or pay-
ment is made.
(c) Each hour for which an employee is directly or
indirectly paid, or entitled to payment, by
the Company for reasons such as vacation,
holidays, illness, incapacity (including disa-
bility), layoff, jury duty, military leave or
leave of absence in a period during which no
duties are performed (irrespective of whether
the employment relationship has terminated).
These hours shall be credited to the employee
for the computation period or periods during
which the nonperformance of such duties occurs
and shall only be considered up to a maximum
of five hundred one (501) hours. Hours of
service for periods of time during which no
duties are performed under Subparagraphs (b)
and (c) shall be calculated and credited
according to Department of Labor Regulations
2530.200b-2(b) and (c).
(d) In computing an employee's hours of employment
on a weekly or monthly basis, when a record of
hours of employment is not available to
determine the hours of employment under
Subparagraphs (a), (b) and (c), the employee
shall be assumed to have worked forty-five
(45) hours for each week, or one hundred
ninety (190) hours for each month (as appli-
cable), for which the employee would be
required to be credited with at least one (1)
hour of employment under Subparagraphs (a),
(b) and (c) above.
(e)An "hour of employment" shall also include
time for which an employee is absent from work
either
(i) by reason of the pregnancy of such
employee,
(ii) by reason of the birth of a child of
the employee,
(iii) by reason of the placement of a
child in connection with the
adoption of the child by the
employee, or
(iv) for purposes of caring for the child
during the period immediately fol-
lowing the birth or placement for
adoption, or
(v) a leave of absence covered under the
Family and Medical Leave Act of
1993.
However, the total number of hours of such
service counted for any one (1) period shall
not exceed five hundred one (501) hours.
(4) For the purpose of computing continuous
employment, leaves of absence may be included
which have been authorized by the Company for
any of the following reasons:
(a) Sickness.
(b) Disability.
(c) Service with the armed forces of the
United States during any war or national
emergency declared by the President or
the Congress, or undeclared.
(d) Pregnancy, not to exceed twelve (12)
months.
(e) Public service, whether elected or
otherwise.
(f) Obtaining additional education, involving
periods of time not to exceed twelve (12)
months for each leave of absence granted,
but only after completion of one (1) full
year of full time employment.
(5) Such leaves of absence may be counted in
computing continuous employment provided the
employee returns to active employment on or
before the end of such leave of absence, and
when because of service in the armed forces as
stated above, provided the employee returns to
active employment with the Company within
ninety (90) days following his discharge from
such service, or such longer period during
which his re-employment rights are protected
by law.
(6) Any such employee who is not qualified as a
participant prior to the commencement of such
a leave of absence shall not be so qualified
until his return to active employment. The
provisions of this Section shall be applied in
a like manner to all employees under similar
circumstances.
2.2 Eligibility Date. Except as provided in the next
sentence, any employee of the Company who becomes qualified after
the effective date of this Agreement, shall be eligible to become
a participant as of the first (1st) business day of the month
coinciding with or next following the employee's qualification,
whichever first occurs. Any employee of Old American Insurance
Company shall be eligible to become a participant no earlier than
November 1, 1992 and in accordance with the terms of the Adoption
Agreement dated December 19, 1991.
2.3 Company to Furnish Eligibility Lists. Each month, the
Company shall transmit to the Committee the names of all employees
and such other information concerning them as the Committee may
request. The Committee shall then determine the employees who are
eligible, or who will be eligible as of the first (1st) business
day of each month to become participants and shall notify each such
employee in writing of the existence of this Trust and of its basic
provisions, and of the employee's eligibility, and shall provide a
form or application for participation, and such other forms, if
any, as may be required to effect participation.
2.4 Election to Participate. Any eligible employee who
desires to become a participant must execute and deliver to the
Committee an application for participation on the form provided by
the Committee and such other forms, if any, as may be required. In
such application for participation, the employee shall agree to be
bound by the terms of this Plan and Trust and of all amendments
hereafter adopted with the same force and effect as if the employee
had executed this Plan and Trust, and shall set forth such reason-
able information as may be required by the Committee to effect
participation and maintain the qualified status of this Plan and
Trust.
2.5 Failure to Elect. Any employee who fails to elect to
become a participant at the time of first becoming eligible, may
elect to commence participation on the first (1st) business day of
any succeeding month provided the employee shall then be eligible.
Any employee on a leave of absence authorized by the Company, as
defined in Subparagraph A(4) hereinabove, at a time when he or she
could otherwise be eligible to become a participant, shall be
eligible on the first (1st) business day of the first (1st) month
coinciding with or next following return to active employment with
the Company provided that on such date he shall meet the eligi-
bility requirements.
2.6 Participation and Service on Re-employment. Subject to
the provisions of this Plan, participation in the Plan by an
employee shall cease upon termination of employment with the
Company. Upon an employee's termination on or after January 1,
1976, any twelve (12) month employment period during which the
employee completes less than five hundred one (501) hours of
employment or work due to a termination shall constitute a one (1)
year break in service.
Upon the re-employment by the Company of any person whose
participation has been terminated from January 1, 1976 through
December 31, 1984, the following rule shall apply in determining
his participation and vesting in the Plan:
(a) Participation - before a break in service: If the
employee is rehired before he has a one (1) year break in
service, he shall be eligible to participate in the plan
on the first (1st) business day of the month immediately
following the date of his re-employment if he shall be
otherwise qualified.
After a break in service: If an employee is rehired
after he has a one (1) year break in service, he shall be
eligible to participate in the Plan upon his completion
of the requirements set forth in Paragraph 2.1 herein.
(b) Service - for vested participants: In the case of a
person who was vested when his prior period of employment
terminated, any service attributable to his prior period
of employment shall be reinstated as of the date of his
reparticipation and he shall be vested immediately upon
his reparticipation.
For other persons: In the case of a re-employed employee
who was not a participant in the Plan during his prior
period of employment, or in the case of a participant who
was not vested when his prior period of employment
terminated, any service attributable to his prior period
of employment shall be restored only if the number of
consecutive years of his break in service was less than
the aggregate number of his years of prebreak service.
Upon the re-employment by the Company of any person who has
been terminated on or after January 1, 1985, the following rules
shall apply in determining his participation and vesting in the
Plan:
(a) Participation - before a five (5) year break in service:
If the employee is rehired before the number of one (1)
year breaks in service equals or exceeds the greater of
five (5) consecutive years of service, or the aggregate
number of years of service earned before the consecutive
breaks in service, he shall be eligible to participate in
the Plan on the first (1st) business day of the month
immediately following the date of his re-employment if he
shall be otherwise qualified. This rule of parity will
apply to employees who had no vested interest on
separation of employment.
After a five (5) year break in service: If an employee
is re-hired and he does not qualify for participation or
vesting under the rule in the above Paragraph, he shall
be eligible to participate in the Plan upon his com-
pletion of the requirements set forth in Paragraph 2.1
herein.
(b) Service - for vested participants: In the case of a
person who was fully or partially vested in his Fund III
account when his prior period of employment terminated,
any service attributable to his prior period of
employment shall be reinstated as of the date of his re-
employment and he shall participate immediately and also
be vested in accordance with prior years of service.
For other persons: In the case of a re-employed employee
who was not a participant in the Plan during his prior
period of employment, or in the case of a participant who
was not vested when his prior period of employment
terminated, any service attributable to his prior period
of employment shall be restored unless the number of one
(1) year breaks in service equals or exceeds the greater
of five (5) consecutive years of service, or the
aggregate number of years of service earned before the
consecutive breaks in service.
Sunset Life and Old American Insurance Company: If an
employee's employment with either Kansas City Life
Insurance Company, Sunset Life Insurance Company of
America, Old American Insurance Company, or any other
affiliated corporation of Kansas City Life Insurance
Company, shall be terminated and he is subsequently
employed by any other of the affiliated corporations, his
employment shall be treated as if under one (1) employer
for the purpose of this Plan.
2.7 In determining whether a break in service has occurred,
and not for purposes of determining a participant's vesting
service, the hours described in Paragraph 2.1A(3)(e) above shall be
treated as hours of service (i) only in the year in which the
absence from work begins, if a participant would be prevented from
incurring a one (1) year break in service in such year solely
because the period of absence is treated as hours of service as
provided in Paragraph 2.1A(3)(e), or (ii) in any other case, in the
immediately following year.
ARTICLE III Member Contributions
3.1 Rate of Contribution. Commencing January 1,
1988, each participant may elect to enter into a compensation reduction
agreement with the Company by which a contribution will be made for his or
her respective account in an amount equivalent to one percent (1%)
(commencing September 1, 1993), two percent (2%), three percent (3%), four
percent (4%), five percent (5%), six percent (6%), seven percent (7%),
eight percent (8%), nine percent (9%), ten percent (10%), and commencing
January 1, 1998, eleven percent (11%), twelve percent (12%), thirteen
percent (13%), fourteen percent (14%), or fifteen percent (15%) of his
unreduced monthly salary or earnings, whichever may be applicable; provided
however, that no contribution in excess of five percent (5%), and,
commencing January 1, 1994, six percent (6%), shall be made for any
participant who shall be classified as a highly compensated person. A
participant may elect to change his contribution percentage rate as of the
first (1st) day of any month, but not more than once in any six (6) month
period, by giving such written notice as shall be prescribed by the
Committee. However, this limitation shall not apply to a change in
contribution percentage rate effective January 1, 1994 made by a highly
compensated person, or a change in contribution percentage rate made by any
participant that was effective January 1, 1998. The contribution for each
participant shall be paid to the Trustees not less often than monthly and
credited to the respective participant's accounts. No contribution for a
participant shall exceed ten thousand dollars ($10,000.00) each calendar
year, subject to annual adjustments pursuant to Internal Revenue Code
Sections 415(d), 402(g) and regulations. The contributions herein may
sometimes be referred to as the participant's "elective account". 3.2
Salary or Compensation Defined.
A. For the purposes of Paragraph 3.1 herein and with respect
to employees of the Company, the term "salary" or
"compensation", includes only the fixed amounts, hourly,
weekly, semi-monthly or monthly, due and payable to the
employees of the Company, not reduced by any salary
reductions, but not to exceed two hundred thousand
dollars ($200,000.00) commencing January 1, 1989, and,
commencing January 1, 1994, one hundred fifty thousand
dollars ($150,000.00), for each calendar year, and does
not include any bonuses, overtime, pay in lieu of
vacation, pay while on layoff, severance pay, or other
extraordinary payments by the Company.
B. The two hundred thousand dollar ($200,000.00) amount
shall be adjusted at the same time and in such manner as
permitted under Code Section 415(d) and regulations
thereunder. The one hundred fifty thousand dollar
($150,000.00) amount shall be adjusted at the same time
and in such manner as permitted under Code Sections
401(a)(17), 415(d) and regulations thereunder. For all
other purposes of this Plan, compensation shall be
defined by the provisions of Internal Revenue Code
Regulation 1.415-2(d)(11)(i) and shall also include any
amount not includable in the gross income of an employee
under Code Sections 125, 402(e)(3), 402(h) and 403(b).
C. The family aggregation rules of Section 414(q) of the
Internal Revenue Code, as modified by Section 401(a)(17),
apply with respect to the requirement that the Plan must
limit the amount of contributions taken into account in
determining contributions. That is, the Plan must treat
the following family unit as a single employee with one
compensation to which the annual compensation limit under
the plan applies:
An employee who is either a five percent (5%) owner or is
both a highly compensated employee and one of the ten
(10) most highly compensated employees, such employee's
spouse, and any lineal descendants of such employee who
have not attained age nineteen (19) before the close of
the year. If the compensation for the family unit
exceeds the annual compensation limit, then the Plan must
prorate the limit among the members of the family unit in
proportion to each individual's compensation.
The family aggregation rules shall not apply effective
January 1, 1997.
3.3 Suspension of Contributions. A participant may suspend his compensation
reduction agreement as of the last day of any month by giving such notice
as shall be prescribed by the Com- mittee, and no contribution shall be
made during such suspension period. Such suspension may last indefinitely.
The participant may resume his compensation reduction agreement on the
first (1st) day of any month following the expiration of six (6) months
from the date his agreement was suspended, providing he shall then be
eligible to participate, by giving such notice as shall be prescribed by
the Committee.
3.4 Distribution Conditions. The balance in each partici- pant's elective
account shall be fully vested at all times and shall not be subject to
forfeiture for any reason. Amounts held in the participant's elective
account may not be distributable prior to the earlier of,
(1) his retirement, termination of employment or death;
(2) his attainment of age fifty-nine and one-half (59 1/2);
(3) termination of the Plan without establishment of a
successor Plan by the Company or an affiliated employer;
(4) the date of the sale by the Company to an entity that is
not an affiliated employer of substantially all the
assets, within the meaning of Code Section 409(d)(2),
with respect to a participant who continues employment
with the corporation acquiring such assets;
(5) the date of the sale by the Company or an affiliated
employer of its interest in a subsidiary to an entity
which is not an affiliated employer with respect to a
participant who continues employment with such sub-
sidiary; or
(6) proven financial hardship, subject to the limitations of
Section 3.5.
In the event that the dollar limitation provided for in Para-
graph 3.1 is exceeded, the Administrative Committee shall direct
the Trustees to distribute such excess amount, and any income
allocable to such amount, to the participant not later than April
15th following the close of the participant's taxable year. If
there is a loss allocable to such excess amount, the distribution
shall in no event be less than the lesser of the participant's
elective account or the amount of the contribution made for such
participant's elective account in the calendar year resulting from
his salary reduction agreement.
In the event that a participant is also a participant in
another qualified cash or deferred arrangement as defined in Code
Section 401(k), a simplified employee pension plan as defined in
Code Section 408(k), or a salary reduction arrangement within the
meaning of Code Section 3121(a)(5)(d), and the elective deferrals,
as defined in Code Section 402(g)(3), made under such other
arrangements and this Plan cumulatively exceed ten thousand dollars
($10,000.00) or such amount adjusted annually as provided in Code
Section 415(d) and regulations for such participant's taxable year,
the participant may, not later than March 1st following the close
of his taxable year, notify the Administrative Committee in writing
of such excess and request that his deferred compensation to this
Plan be reduced by an amount specified by the participant. Such
amount shall then be distributed in the same manner as provided in
the previous Paragraph.
3.5 Withdrawal, Extreme Financial Necessity. The Adminis-
trative Committee, in its sole discretion, may direct the Trustees
to distribute to any participant or his beneficiary up to one
hundred percent (100%) of the participant's elective account,
valued as of the most recent valuation date, in the case of proven
extreme financial necessity. Commencing January 1, 1988, such
distribution shall be limited solely to the participant's deferred
compensation without regard to any earnings on such deferred com-
pensation. Withdrawal under this section shall only be authorized
in the event of financial hardship resulting from accident to or
sickness of a participant or his dependents; or financial hardship
resulting from the establishing or preserving of the home in which
the participant resides, provided funds are not reasonably
available from other financial resources to the participant.
Furthermore, any withdrawal pursuant to the provisions of this
section shall be governed by the provisions of ARTICLE IX herein
regarding suspension of participation and forfeitures, except that
the period of suspension shall be twelve (12) months, and the
Administrative Committee's determination with respect to any
question herein shall be final. However, withdrawals pursuant to
this Paragraph may not be made by an individual who is an alternate
payee under a Qualified Domestic Relations Order and for whom an
account is being separately maintained, nor shall withdrawals
pursuant to this Paragraph be made by a former employee who was a
participant and who has not withdrawn all the value of his elective
account pursuant to Paragraph 10.4.
The Company and the Administrative Committee shall adopt
procedures necessary to implement the compensation reduction
elections provided for herein.
3.6 Compensation Reduction Limitations. To insure continued
qualification of the Plan, a test sometimes referred to as the
"actual deferral percentage test" must be met for each Plan year.
In order to meet the ADP test, it may be necessary to adjust
contributions made by the Company resulting from the compensation
reduction agreements entered into by certain of the participants.
In the event that the contribution ratios of the Plan do not
satisfy the test, the Administrative Committee shall adjust the
contributions resulting from the compensation reduction agreements
as follows effective January 1, 1997:
(a) Any distribution under this Paragraph shall be made on or
before the fifteenth (15th) day of the third (3rd) month
following the end of the Plan year, but in no event later
than the close of the following Plan year, which in this
case is a calendar year, and shall be determined in the
following manner:
(i) The dollar amount of excess contributions for
each highly compensated participant shall be
calculated.
(ii) The total of the dollar amounts in (i) shall
be determined.
(iii) The contributions resulting from the com-
pensation reduction agreement ("elective
contributions") of the highly compensated
participant with the highest dollar amount of
elective contributions shall be reduced by the
amount required to cause that highly com-
pensated participant's elective contributions
to equal the dollar amount of the elective
contributions of the highly compensated
participant with the next highest dollar
amount of elective contributions. This amount
shall be distributed to the highly compensated
participant with the highest dollar amount.
However, if a lesser reduction, when added to
the dollar amount already distributed under
this (iii) would equal the total excess
contributions, the lesser reduction amount
shall be distributed.
(iv) If the total amount distributed is less than
the total excess contributions, reductions
shall continue to be made in accordance with
(iii) until the total amount distributed
equals the total excess contributions.
(b) For purposes of this Paragraph, income means the gain or
loss allocable to excess contributions which shall equal
the sum of the allocable gain or loss for the Plan year
and the allocable gain or loss for the period between the
end of the Plan year and the date of distribution (gap
period). The income or loss allocable for the Plan year
and the gap period is calculated separately and is
determined by multiplying the income or loss for the Plan
year and gap period by a fraction. The numerator of the
fraction is the excess contributions made by the employee
for the Plan year, and the denominator is the total
account balance of the employee attributable to elective
contributions as of the end of the Plan year, reduced by
the gain allocable to such total amount for the Plan year
and increased by the loss allocable to such total amount
for the Plan year. The income allocable to excess
contributions for the period between the end of the Plan
year and the date of distribution shall be calculated in
the same manner by substituting "gap period" for "Plan
year" in the fraction.
3.7 Deferral Percentage Test.
(a) Maximum annual allocation: Effective January 1, 1997,
the actual deferral percentage for eligible highly
compensated employees for the Plan year bears a
relationship to the actual deferral percentage for all
other eligible employees for the preceding Plan year
which meets either of the following tests:
1. The actual deferral percentage for the highly
compensated participant group shall not be more
than the actual deferral percentage of the
nonhighly compensated participant group multiplied
by 1.25, or
2. The excess of the actual deferral percentage for
the highly compensated participant group over the
actual deferral percentage for the nonhighly
compensated participant group shall not be more
than two (2) percentage points or such lesser
amount determined pursuant to regulations to
prevent the multiple use of this alternative
limitation with respect to any highly compensated
participant. Additionally, the actual deferral
percentage for the highly compensated participant
group shall not exceed the actual deferral per-
centage for the nonhighly compensated participant
group multipled by two (2).
(b) For the purposes of this section, actual deferral
percentage means, with respect to the highly compensated
participant group and nonhighly compensated participant
group for a Plan year the average of the ratio, cal-
culated separately for each participant in such group, of
the amount of contribution allocated to each partici-
pant's account resulting from compensation reduction
agreements, unreduced by distributions made pursuant to
Paragraph 3.5 for such Plan year, to such participant's
compensation for such Plan year. In addition, for
purposes of this section, highly compensated participant
and non-highly compensated participant shall include any
employee eligible to enter into a compensation reduction
agreement whether or not such agreement was made, or
suspended under the provisions of this Plan.
(c) In the application of the tests referred to above, the
Plan shall take elective contributions into account for
the Plan year only if attributable to compensation that
would be received by the participant during the Plan
year, or earned during the Plan year and received within
two and one-half (2 1/2) months after the end of the Plan
year. Such contribution shall be taken into account for
a Plan year only if it is allocated to the participant's
account on a day within the Plan year.
3.8 Actual Contribution Percentage (ACP) Test. In addition
to the "actual deferred percentage test" referred to in Paragraph
3.6 above, the Plan must comply with the "actual contribution
percentage test" required by Section 401(m)(1) and (2) of the
Internal Revenue Code. Effective January 1, 1997, the actual
contribution percentage for eligible highly compensated employees
for the Plan year shall bear a relationship to the actual
contribution percentage for all other employees for the preceding
Plan year which meets either of the tests similar to those stated
in Paragraph 3.7(a). Rather than stating the test in this Plan,
the test is adopted by incorporating by reference herein the
provisions of said Section 401(m)(1) and (2) and the regulations
issued thereunder by the Internal Revenue Service.
(a) In the event the actual contribution ratios of the Plan
do not satisfy the test, the Administrative Committee
shall distribute any excess aggregate contributions in a
manner similar to that stated in Paragraph 3.6(a).
However, if the highly compensated participant is not
fully vested in the matching Company contribution and
income allocable to such contribution, the non-vested
amounts shall be forfeited pursuant to ARTICLE X and
applied pursuant to ARTICLE XI.
(b) For purposes of this Paragraph, income means the income
or loss allocable to excess aggregate contributions which
shall equal the sum of the allocable gain or loss for the
Plan year and the allocable gain or loss for the period
between the end of the Plan year and the date of distri-
bution (gap period). The income or loss allocable to
excess aggregate contributions for the Plan year and gap
period is calculated separately by multiplying the income
or loss allocable to matching contributions by a
fraction. The numerator of the fraction is the amount of
excess aggregate contributions made on behalf of the
employee for the Plan year or gap period. The denomi-
nator is the total account balance of the employee
attributable to matching contributions as of the end of
the Plan year or gap period reduced by the gain allocable
to such total amount for the Plan year or gap period and
increased by the loss allocable to such total amount for
the Plan year or gap period.
(c) All such distributions shall be made on or before the
fifteenth (15th) day of the third (3rd) month following
the end of the Plan year in which the excess aggregate
contributions were made, and no later than the end of the
following Plan year.
(d) Any distribution or forfeiture of excess aggregate
contributions for any Plan year shall be made on the
basis of the respective portions of such amounts
attributable to each highly compensated person.
(e) Matching contributions that are vested may not be
forfeited to correct excess aggregate contributions.
(f) Furthermore, with respect to the application of the
actual deferred percentage test and the actual
contribution percentage test, the multiple use of
alternative limitation rule may be applied. For this
purpose, proposed Regulation 1.401(m)-2 is hereby
incorporated by reference.
3.9 Combined Deferral Plans. For the purposes of this Plan,
a highly compensated participant and nonhighly compensated
participant shall include any employee eligible to participate in
this Plan whether or not such participation was elected, or any
eligible employee whose participation has been suspended pursuant
to Paragraphs 3.3 or 3.5.
For the purposes of this Plan, if two (2) or more plans which
include cash or deferred arrangements are considered one (1) plan
for the purposes of Internal Revenue Code Section 401(a)(4) or
Section 410(b), the cash or deferred arrangements included in such
plan shall be treated as one (1) arrangement.
For the purposes of this Plan, if a highly compensated
participant is a participant under two (2) or more cash or deferred
arrangements of the Company or an affiliated company, all such cash
or deferred arrangements shall be treated as one (1) cash or
deferred arrangement for the purpose of determining the deferral
percentage with respect to such highly compensated participant.
Notwithstanding the above, the determination and treatment of
elective contributions and "actual deferral percentage" of any
participant shall satisfy such other requirements as may be
prescribed by the Secretary of the Treasury.
3.10 Rollover Contributions.
A. Rollover of distribution from qualified plan. Effective
January 1, 1998, an employee of the Company may, in
accordance with procedures approved by the Administrative
Committee, contribute to the Plan, as a rollover con-
tribution, part or all of a cash distribution, or cash
proceeds from a sale of property included in a
distribution, that qualifies as an "eligible rollover
distribution", within the meaning of Code Section
402(c)(4), from a plan qualified under Code Section
401(a) in which the employee was a participant, provided,
however, that such amount shall be paid to the Trustees
on or before the sixtieth (60th) day after receipt by the
employee of the distribution from the other qualified
plan. An employee shall be entitled to make such a
rollover contribution regardless of whether the employee
has satisfied the service and age qualification require-
ments of Paragraph 2.1A(1) and (2).
Alternatively, the Trustee may receive such contribution
in a direct rollover from another qualified plan in which
the employee was a participant.
An employee shall not be permitted to make a rollover
contribution of any amount that is or has been in an
individual retirement account or an individual retirement
annuity, as defined in Code Section 408, regardless of
whether such amount originated in a qualified plan in
which the employee was a participant.
B. Accounting for and distribution of contributions. All
amounts received as rollover contributions pursuant to
Paragraph A of this section shall be credited to the
employee's "elective account" as if they were partici-
pant contributions pursuant to a compensation reduction
agreement. They shall be invested in the same way that
contributions under Paragraph 3.1 are invested, and they
shall be subject to the same rules as apply to contri-
butions under Paragraph 3.1 relating to withdrawal and
distributions. Rollover contributions shall be one
hundred percent (100%) vested at all times.
Nothwithstanding the preceding provisions of this section
(1) rollover contributions shall not be treated as
annual additions for purposes of Code Section 415;
and
(2) rollover contributions shall not be taken into
account for purposes of either the actual deferral
percentage test of Code Section 401(k)(3) or the
average compensation percentage test of Code
Section 401(m)(3).
ARTICLE IV
Matching Company Contributions
4.1 Rate of Contribution. The Company shall, with respect to
each participant, contribute to the Trustees as soon as practicable
after the end of each month, out of its current or accumulated
earnings and profits as shown on the books used in preparing its
annual reports, without regard to whether it has any current or
accumulated earnings and profits for federal income tax purposes,
a matching amount determined as follows:
(a) for employees for whom compensation reduction agreements
were in effect on December 31, 1997, and
(b) for employees hired by the Company in 1997 or earlier who
are not eligible to make compensation reduction agree-
ments as of December 31, 1997 but who choose to make
compensation reduction agreements when they first become
eligible to participate,
the Company shall match the participant's compensation reduction
$1.00 for each $1.00 deferred, with a maximum of six percent (6%)
of a participant's compensation.
(c) for all other employees, the matching amount contributed
by the Company shall vary depending on the employee's
years of employment [as defined in Paragraph 8.1], as
follows:
Matching Amount per
$1.00 Deferred
(Counting Deferrals
Years of Employment up to 6% of Compensation)
Less than 5 $0.50
5 - 9 0.75
10 or More 1.00
Company contributions with respect to a participant shall be
paid into the Trust and credited to such participant's account with
respect to Fund III.
4.2 Discretionary Profit Sharing Contribution. Beginning
with the Plan year ending December 31, 1998 and for each Plan year
thereafter, the Company may, at its discretion, make a contribution
to the Plan on behalf of each employee of the Company eligible to
participate in the Plan who is employed on the last day of the Plan
year based on profits regardless of whether the employee has
elected to make compensation reduction contributions. The profit
sharing contribution shall be in the form specified in Paragraph
4.3 and shall be accounted for in Fund III. The profit sharing
contribution shall be allocated to each employee in the proportion
that each employee's compensation (as defined in Paragraph 3.2) for
the Plan year bears to the total compensation for all employees for
the Plan year, but shall not exceed four percent (4%) of each
employee's compensation for the Plan year.
4.3 Form of Payment. The contributions of Kansas City Life
Insurance Company may be made in cash, in treasury stock or in
shares of authorized but unissued stock of Kansas City Life Insur-
ance Company. If the Company or any affiliated participating
company shall make its contribution in cash, the Trustees shall
have the authority to purchase shares, acting independently as to
when purchases are made, the number of shares to be purchased, the
prices to be paid, and the broker, if any employed, to effect the
purchases. The contributions of any participating affiliated
corporation shall be converted to stock in such manner as shall be
satisfactory to the Trustees and the respective companies from time
to time. For purposes of fixing the amount of contributions made
with shares of treasury stock, or shares of authorized but unissued
stock, and commencing with the valuation date of the Plan in June,
1982, such stock shall be valued at the average of its bid price on
the over-the-counter market for all business days following the
previous monthly valuation date. In the event the Company is
precluded from delivering such shares to the Trustees by law or
because of the unavailability of such shares, the Company's
contribution to the Trustees shall be in cash, and said cash shall
be invested until such time as shares of the Company stock shall be
available for purchase by the Trustees.
ARTICLE V
Investment of Contributions
5.1 Investment of Funds. Contributions to the Trust shall be
invested in accordance with the authority granted to the Trustees
pursuant to the provisions of this Plan and Trust. It is con-
templated that the contribution made by the Company from time to
time be in the form of shares of the Company stock, and that cash
contributions to the Trust, whether by the Company or the parti-
cipant, may be used for the purchase of Company stock.
5.2 Voting of Shares. The Trustees shall vote the shares of
stock of the Company for the respective accounts of the partici-
pants only in accordance with the directions of such participants,
which directions may be certified to the Trustees by the Committee,
or any agent designated thereby, provided such directions are
received by the Trustees at least five (5) days before the date set
for the meeting at which such shares are to be voted. Shares with
respect to which no such direction shall be received and the
fractional shares shall be voted by the Trustees in the same
proportions as are shares as to which voting instructions have been
received.
5.3 Tender Offer. Notwithstanding any language in this Plan
to the contrary, if the common capital stock of Kansas City Life
Insurance Company shall become the subject of a tender offer, the
Trustees may not take any action in response to such tender offer
except as otherwise provided herein.
Upon notice from the Trustees of the Plan, and subject to
their rules of procedure then issued, each participant may direct
the Trustees to sell, offer to sell, exchange or otherwise dispose
of the common capital stock of Kansas City Life Insurance Company
allocated to such participant in Fund II and Fund III. The
participant's direction may apply to either or both of said funds.
Any such action shall only be in accordance with the provisions,
conditions and terms of such tender offer and the provisions of
this Plan.
The Trustees shall sell, offer to sell, exchange or otherwise
dispose of the common stock allocated to Fund II and Fund III of
the participants with respect to which they have received
directions to do so pursuant to this ARTICLE.
To the extent to which participants do not instruct the
Trustees or do not issue valid directions to the Trustees to sell,
offer to sell, exchange or otherwise dispose of the common stock
allocated to their Fund II and/or Fund III, such participants shall
be deemed to have directed the Trustees that such shares shall
remain invested in said common capital stock.
If a participant's tender shall be accepted, the account or
accounts of the participant whose stock has been tendered shall be
reduced by the value of the stock so tendered. The date for
valuation shall be established by the Trustees, and in order to
facilitate such tender offers the Trustees may require special
valuation dates.
At such time as cash is received for the benefit of a
tendering participant, such cash shall be maintained in an escrow
account for the benefit of such participant until such time as the
Trustees shall determine that the reinvestment of the funds in the
accounts of Fund II and/or Fund III shall be appropriate. Interest
as earned by the Trustees in such escrow account shall be credited
to the accounts of those participants whose cash is held. The
availability of such cash for investment shall be the primary
objective of the Trustees in the selection of the escrow account.
ARTICLE VI
Allocation to and Evaluation of Participants' Accounts
6.1 Investment Funds. The value of all Trust assets shall be
determined on the basis of market values as of the last market
business day of each month, except that the Kansas City Life stock
shall be valued at the average of its bid price on the over-the-
counter market for all business days following the previous monthly
valuation date. Accounting procedures shall reflect the establish-
ment of at least four (4) separate funds, sometimes herein referred
to as Fund I, Fund II, Fund III and Fund IV, with the intent that
all participants' contributions, and any earnings thereon, will be
accounted for in Fund I, Fund II and Fund IV, and with the intent
that all Company contributions, and any earnings thereon, will be
accounted for in Fund III. Commencing January 1, 1988, the
Administrative Committee may elect to establish new or subaccounts
within the four (4) funds referred to herein for the purpose of
separately accounting for the participants' elective deferral
accounts and the Company's equivalent matching contributions.
Commencing September 1, 1993, five (5) additional Funds (and new or
subaccounts within them) shall be established, hereinafter called
Fund V, Fund VI, Fund VII, Fund VIII and Fund IX, for the purpose
of separately accounting for the participants' elective deferral
accounts and accounts attributable to the participants' contribu-
tions prior to January 1, 1988, and earnings thereon. Contributions
to Funds I, IV, V, VI, VII, VIII and IX shall be invested by the
Trustees in general investments pursuant to ARTICLE XIV. Contribu-
tions to Fund II shall be invested in shares of the Company stock
pursuant to Paragraph 6.5, and the contributions to Fund III shall
be in the form of shares of the Company stock pursuant to ARTICLE
IV. There shall be no guarantee regarding interest or gain, nor
shall there by an guarantee against loss of principal in any of
these Funds. It is intended that the Plan comply with Section
404(c) of the Employee Retirement Income Security Act of 1974.
6.2 Participants' Accounts. An account shall be established
for each participant with respect to Fund I, Fund II and with
respect to Fund III, Fund IV, Fund V, Fund VI, Fund VII, Fund VIII
and Fund IX or any other such fund that reasonable accounting
practices shall require be established. All Funds shall be main-
tained in United States dollars. A determination shall be made on
each monthly valuation date of the value with respect to each fund,
and shall reflect contributions made by both the participant and
the Company and any gains or losses of the funds. Each participant
shall be provided a statement of his accounts, reflecting the value
thereof, not less often than annually. Notwithstanding the
foregoing, the Company shall have the right to change the method of
accounting from time to time except that no participant's account
balances shall be reduced because of such change.
6.3 Selected Investments. Each participant shall have the
right to require the Trustees to invest all or a portion of his
monthly contribution in either the assets of Fund I, Fund II or
Fund IV. He shall initially indicate his choice at the time he
commences his participation, in accordance with the requirements of
the Committee, and he may subsequently request changes in accord-
ance with the provisions of Paragraph 6.4 herein. His
contributions shall so be invested under one of the following
options:
(a)One hundred percent (100%) in Fund I, one hundred percent
(100%) in Fund II or one hundred percent (100%) in Fund
IV.
(b) Thirty-three and one-third percent (33 1/3%) in each of
Funds I, II and IV.
(c) Fifty percent (50%) in each of any two (2) of Funds I, II
and IV.
Commencing September 1, 1993, a participant may require the
Trustees to invest all or a portion of his monthly contribution in
either the assets of Fund I, Fund II, Fund IV, Fund V, Fund VI,
Fund VII, Fund VIII or Fund IX. His contributions may be invested
one hundred percent (100%) in any one of these Funds, or, if he
wishes to invest in more than one (1) Fund, he shall specify the
percentage to be invested in each Fund. However, such percentage
must be a whole percentage, for example, one percent (1%), twenty-
six percent (26%) or eighty percent (80%), and no fractional
percentages will be permitted.
Each participant may make new investment choices for his
monthly contribution to be effective September 1, 1993 notwith-
standing any changes made in the prior twelve (12) months.
Thereafter, a participant may request changes not more often than
once a month. However, if a participant is investing all or a
portion of his monthly contribution in Fund II and transfers all or
a part of his Fund II account to another fund (as described in
Paragraph 6.4), monthly contributions to Fund II must cease until
at least six (6) months after the date of said transfer from Fund
II.
6.4 Investment Changes. Any participant shall have the right
from time to time, although not more often than once within a
twelve (12) month period, to require that the value of any one (1)
or more of his accounts be transferred for investment for his
account in any of Funds I, II or IV, provided that this right shall
not apply to Fund III, and, commencing January 1, 1977, no such
transfers shall be permitted from Fund IV to any other fund, and no
such transfers shall be permitted from Fund I to Fund II. Such
transfer shall also be governed by reasonable rules of the Adminis-
trative Committee regarding the timeliness of notice.
Commencing September 1, 1993, a participant shall have the
right, not more often than once a month and not withstanding any
transfers made in the twelve (12) months prior to September 1,
1993, to require that the value of any one (1) or more of his
accounts be transferred for investment for his account in any of
Funds I, II, IV, V, VI, VII, VIII or IX provided that such transfer
shall be made in whole percentages. This right shall not apply to
Fund III, and a participant that transferred the value of his
account from Fund II to another fund in the six (6) months prior to
September 1, 1993 may not transfer any amount into Fund II until at
least six (6) months after the date of said transfer from Fund II.
Thereafter, transfers to or from Fund II may occur only once in a
six (6) month period. All transfers shall be governed by reason-
able rules of the Administrative Committee regarding the timeliness
of notice.
6.5 Fund II Assets. A participant's contributions allocated
to Fund II pursuant to Paragraph 6.3 herein shall be invested in
shares of the Company stock subject to the limitations herein.
Such shares shall be purchased by the Trustees, acting indepen-
dently as to when purchases are made, the number of shares to be
purchased, the prices to be paid, and the broker, if any employed
to effect the purchases; provided however, that during any period
during which the Company or the Trustees are precluded from making
purchases of Kansas City Life Insurance Company shares by law, or
at any other time the Trustees may elect and the Company shall
agree, if permitted by law, the Trustees may purchase shares of the
Company's treasury stock or shares of its authorized but unissued
stock. Such stock shall be valued in accordance with Paragraph 4.2
herein. In the event the Company does not agree to sell its
treasury stock or authorized but unissued stock, and if the
Trustees are precluded from buying or are unable to buy such stock
on the market, the Trustees shall invest such contributions until
such time as shares of the Company stock shall be available for
purchase by the Trustees.
6.6 Dividend Reinvestment. Dividends and any other distri-
butions received by the Trustees with respect to the investments
allocated to Fund II and Fund III shall be invested in shares of
the Company stock subject to the provisions of Paragraphs 4.2 and
6.5 herein.
6.7 Fund IV Account and Additional Fund Accounts. Commencing
with the first (1st) valuation date in January, 1977, Fund IV shall
then and thereafter be placed on the unit valuation system, as
prescribed by Paragraph 6.2 herein, and the following amended
provisions of this Paragraph 6.7 shall also then apply. This fund
shall now be maintained in United States dollars. Commencing
January 1, 1988, Fund IV and commencing September 1, 1993, Fund V,
Fund VI, Fund VII, Fund VIII and Fund IX shall be invested by the
Trustees in general investments pursuant to ARTICLE XIV. There
shall be no guarantee regarding interest, nor shall there be any
guarantee against loss of principal. All gains or losses, if any,
shall be allocated to the accounts of the participants in the Funds
when realized.
ARTICLE VII
Allocation of Fiduciary Responsibility
7.1 Fiduciaries. The fiduciaries shall have only those
specific powers, duties, responsibilities and obligations as are
specifically given them under this Plan. The Company shall have
the sole responsibility for making the contributions required by
the provisions of ARTICLE IV, shall have the sole authority to
appoint and remove the Trustees, members of the Administrative
Committee, and to amend or terminate, in whole or in part, this
Plan and Trust.
7.2 Administration. The Administrative Committee shall have
the sole responsibility for the administration of this Plan, which
responsibility is specifically described in ARTICLE XII herein.
7.3 Trustees. The Trustees shall have the sole responsi-
bility for the administration and management of the assets held
pursuant to this Plan and Trust, all as specifically provided for
herein.
7.4 Duties. Each fiduciary warrants that any direction
given, information furnished, or action taken by it shall be in
accordance with the provisions of the Plan and Trust, authorizing
or providing for such direction, information, or action. Further-
more, each fiduciary may rely upon any such direction, information,
or action of another fiduciary as being proper under this Plan, and
is not required herein to inquire into the propriety of any such
direction, information, or action. It is intended under this Plan
that each fiduciary shall be responsible for the proper exercise of
its own powers, duties, responsibilities, and obligations pursuant
to the Plan and shall not be responsible for any act or failure to
act of another fiduciary. No fiduciary guarantees the Trust fund
in any manner against investment loss or depreciation in asset
value.
ARTICLE VIII
Vesting
8.1 Vesting of Company Contributions. Commencing January 1,
1988, the value of a participant's account with respect to Company
contributions made for his benefit shall be vested, to the extent
of the percentage applicable, upon the valuation date of the month
in which the participant completes the years of employment with the
Company in accordance with the following schedule:
Years of Percentage
Employment Vested
1 0
2 0
3 30
4 40
5 60
6 80
7 100
A "year of employment" shall be deemed to mean twelve (12) con-
secutive monthly periods of employment with the Company, dating
from the commencement of employment, during which he or she shall
complete at least one thousand (1,000) hours of employment.
Beginning January 1, 1998, a "year of employment" shall mean one
thousand (1,000) hours of employment during the calendar year. An
employee who completes one thousand (1,000) hours of employment in
the twelve (12) month period beginning with his date of employment
in 1997 (or an anniversary of his date of employment if he began
his employment before 1997) and also completes one thousand (1,000)
hours of employment in the 1998 calendar year will be credited with
two (2) years of employment for purposes of this Paragraph. How-
ever, years of employment of an employee of Old American Insurance
Company prior to November 1, 1991 shall not be taken into account
for purposes of this ARTICLE VIII. If an employee's employment
with either Kansas City Life Insurance Company or one of its
affiliated corporations shall be terminated, and he is immediately
employed by any other of such affiliated corporations, his
employment shall be regarded as continuous and treated as if under
one (1) employer for vesting purposes.
In the event a participant shall be terminated from employment
with the Company or any of its affiliated corporations, by reason
of death or retirement, the value of his or her account with
respect to Company contributions shall be one hundred percent
(100%) vested upon the valuation date of the month in which such
death or retirement occurs.
The value of a participant's account with respect to his or
her personal contributions, and accounted for in Fund I, Fund II,
Fund IV, Fund V, Fund VI, Fund VII, Fund VIII and Fund IX shall be
fully vested at all times.
8.2 Vesting of Company Contributions upon Termination of
Plan. Notwithstanding any other provision hereof, the full value
of a participant's account, including not only his own contribu-
tions and the earnings thereon, but the contributions of the
Company, and any earnings thereon, shall be fully vested in him
when and if the Plan shall at any time be terminated for any
reason, or upon the complete discontinuance of Company contribu-
tions hereunder, or upon termination of employment of a group of
participants constituting a partial termination of the Plan.
ARTICLE IX
Account Withdrawals
9.1 Optional Withdrawals. Commencing January 1, 1988, a
participant may elect to withdraw at any time all or any part of
the value of his accounts with respect to Fund I, Fund II and Fund
IV attributable to the participant's contributions made prior to
January 1, 1988, and, commencing September 1, 1993, a participant
may also elect to withdraw at any time all or any part of the value
of his accounts with respect to Fund V, Fund VI, Fund VII, Fund
VIII or Fund IX attributable to the participant's contributions
made prior to January 1, 1988. However, no withdrawal of any part
of Company matching contributions allocated to his account with
respect to Fund III shall be permitted except as provided in
Paragraph 9.2; and further provided that any withdrawal of a
participant's "elective account" referred to in Paragraph 3.1 shall
be subject to the restrictions of Paragraph 3.5. However, with-
drawals pursuant to this Paragraph may not be made by an individual
who is an alternate payee under a Qualified Domestic Relations
Order and for whom an account is being separately maintained. No
amounts attributable to the Company's profit sharing contributions
may be withdrawn under this ARTICLE IX.
9.2 Withdrawals for Financial Need. Commencing January 1,
1988, no withdrawal of funds for financial need shall be made
except as permitted pursuant to Paragraph 3.5 herein.
9.3 Penalty for Withdrawal. Commencing January 1, 1985, any
participant who withdraws funds under Paragraph 9.1 will not be
permitted to make contributions for a period of six (6) months from
the date of withdrawal. All amounts withdrawn may be replaced, but
not less than all, within five (5) years of the date of withdrawal.
No forfeiture from his account with respect to Fund III shall occur
as a result of any such withdrawals effected after January 1, 1976
if he shall be at least fifty percent (50%) vested. If the
participant who makes a withdrawal is less than fifty percent (50%)
vested at the time of such withdrawal, he shall he shall forfeit
the dollar amount from his account with respect to Fund III
equivalent to fifty percent (50%) of the dollar amount his accounts
with respect to Fund I, Fund II and Fund IV (and, commencing
September 1, 1993, Fund V, Fund VI, Fund VII, Fund VIII and Fund
IX) are reduced by virtue of said withdrawal, provided however, the
amount so forfeited from Fund III shall not exceed the total dollar
value of said participant's nonvested funds determined pursuant to
Paragraph 8.1 herein. The amount subject to such forfeiture shall
be set aside by the Trustees in an interest bearing account. If
the participant returns the full amount of his withdrawal to the
Trustees within five (5) years of the date of withdrawal, the full
value of the amount initially set aside in the interest account
shall thereupon be reinvested and restored to his account in Fund
III. The interest earned on such amount shall be treated as
interest earnings of Fund III for the benefit of all participants
in such Fund. In the event the amount withdrawn is not returned
within the time period referred to herein, the amount subject to
forfeiture shall be treated as a forfeiture in accordance with
Paragraph 11.1 of this Plan.
9.4 Time and Method of Payment. All payments under this
ARTICLE shall be made as soon as practicable after the next monthly
valuation following the giving of such written notice as shall be
prescribed by the Committee with respect to withdrawals pursuant to
Paragraph 9.1, or a decision of the Committee as provided with
respect to withdrawals pursuant to Paragraph 3.5, and shall be paid
either in cash or in shares of Kansas City Life Insurance Company
stock pursuant to this Plan. The funds shall reflect the value of
any withdrawal pursuant to the provisions of this ARTICLE IX.
9.5 Elective Account Loans. Commencing January 1, 1988, a
participant may request a loan to be made from his or her elective
account or accounts under such conditions and terms as shall be
approved from time to time by the Adminstrative Committee. Any
loan made pursuant to this Paragraph, when added to the outstanding
balance of all other loans made to the participant, shall be
limited to the lesser of:
(a) Fifty thousand dollars ($50,000.00) reduced by the excess
of the highest outstanding balance of loans to the parti-
cipant during the twelve (12) month period ending on the
day before the date on which such loan is made, over the
outstanding balance of loans to the participant on the
date on which such loan is made, or
(b) The greater of ten thousand dollars ($10,000.00) or one-
half (1/2) of the value of the participant's elective
accounts as of the valuation date coincident with or next
preceding the date as of which the loan is calculated.
Any such loan shall be made for a period not to exceed five
(5) years, and shall provide for a level amortization with payments
to be made not less often than quarterly. However, loans used to
acquire a primary residence of the participant may provide for
periodic repayments over a reasonable period of time that may
exceed five (5) years.
Any loan made pursuant to this Paragraph shall result in the
reduction of the participant's accounts reflecting the dollar
amount loaned based on the monthly valuation on which such loan is
effected. A reasonable rate of interest may be charged, as
established by the Administrative Committee, and such interest
payments shall be treated as earnings of the borrower's account.
Minimum loan repayments shall be made by payroll deduction or
deduction from disability payments received from the Kansas City
Life Disability Plan or Sunset Life Disability Plan. The
Administrative Committee shall have the right to deny a parti-
cipant's loan request. Loans shall become immediately due and
payable in full upon the occurrence of one of the distribution
events described in ARTICLE X. However, loans pursuant to this
Paragraph will not be made to an individual who is an alternate
payee under a Qualified Domestic Relations Order and for whom an
account is being separately maintained, or to a former employee who
was a participant and who has not withdrawn all the value of his
accounts pursuant to Paragraph 10.4 unless the former employee is
a party in interest as defined in ERISA Section 3(14) with respect
to the Plan.
ARTICLE X
Distributions
10.1 Distribution of Full Value of Accounts. A participant
shall be entitled to the full value of all of his accounts in all
Funds upon termination of his employment by reason of death or
retirement, in which event such accounts of such participant shall
be fully vested in him.
10.2 Termination. If prior to the termination of the Plan or
the complete discontinuance of Company contributions hereunder, in
either of which event a participant's accounts shall be fully
vested, an employee participant's termination of employment occurs
for any reason other than one of the events specified in Paragraph
10.1, and if such employee shall not thereafter be employed by any
affiliated corporation of the Company, such participant shall then
be entitled to receive his or her one hundred percent (100%) vested
interest in the full value of his account with respect to Fund I,
Fund II, Fund IV, Fund V, Fund VI, Fund VII, Fund VIII and Fund IX
and that percentage of his or her vested interest in the value of
his account with respect to Fund III as authorized by Paragraph 8.1
herein.
Any amount not vested at the time of such termination shall
immediately be forfeited. Such forfeited amount shall then be used
to reduce the amount of Company contributions in accordance with
Paragraph 11.1 herein. If the terminated participant returns to
his status of employment with the Company or any of its affiliated
corporations, and is otherwise fully qualified to participate, and
if the terminated participant repays, before the earlier of five
(5) years after the first date on which the participant is re-
employed or the close of the first period of five (5) consecutive
one (1) year breaks in service commencing after the withdrawal, the
amount of the distribution, if any, he received from his account
with respect to Fund III at the time of his termination of
employment, the Company shall restore the forfeited amount, without
any gain or loss, to his Fund III account on the valuation date of
the month in which such repayment occurs. The repaid amount shall
also be similarly restored to an accounted for in Fund III.
10.3 Method of Distribution. All distributions provided
under this ARTICLE upon termination of employment, unless elected
otherwise pursuant to the written request of the participant, or
the written request of said participant's beneficiary if said
participant shall not be living, shall be in the form of a lump sum
payment. If the payment is made as a result of the death of the
participant, the payment shall be made to the surviving spouse of
the participant, if any, unless the participant and the spouse have
requested a distribution in any other form as to any other benefi-
ciary. Any such request shall be written and on forms prescribed
by the Administrative Committee and made within sixty (60) days of
termination of employment. Requests may be made for distribution
in one (1) of the following methods:
(a) By the purchase of a nontransferable annuity providing
for retirement payments to be made in equal monthly
installments for a period of one hundred twenty (120)
months certain and for the remainder of his lifetime.
Any annuity contract must comply with the minimum
distribution incidental benefit requirements of Internal
Revenue Code Proposed Regulation 1.401(a)(9)-2 hereby
incorporated by reference. If the participant is
married, the annuity shall be a single premium non-
transferable annuity contract in the form of a fifty
percent (50%) contingent annuity under which the
participant's spouse is named as the contingent annuitant
unless the participant elects some other form in
accordance wth Subparagraph (c) below with the consent of
the spouse.
(b) In the event that a lump sum payment shall be requested,
the party entitled thereto shall have the further right
to require that shares of Kansas City Life Insurance
Company stock be issued to him as a part of said payment,
in accordance with the following formula: He shall have
the right to withdraw the number of said shares equal to
the value that is derived by multiplying the percentage
that his account in Fund III divided by the total of all
accounts in Fund III equals, by the value of all Kansas
City Life Insurance Company stock in Fund III. He shall
also be entitled to any such stock purchased for his
account in Fund II, the amount thereof to be determined
in accordance with the above formula as applied to Fund
II. He shall also be entitled to receive the number of
shares of such stock which can be purchased with the
value of his account with respect to Fund I Fund IV, Fund
V, Fund VI, Fund VII, Fund VIII and Fund IX.
(c) The Administrative Committee of the Plan, or its
delegate, shall provide a participant who is entitled to
receive a joint and survivor annuity, the information in
nontechnical language, which will inform him of the
availability of the election and a general description of
the joint and survivor annuity, as well as an explanation
of the circumstances in which it will be provided if a
contrary election is not made. The eligible participant
shall also be advised of the dollar difference resulting
from his election and that he may obtain additional
information upon request. The participant shall be
permitted to make his election during a period of at
least ninety (90) days after he is furnished with the
necessary information and which ends prior to the
commencement of benefits. The participant may waive this
requirement (with any applicable spousal consent) if the
distribution commences more than seven (7) days after
such explanation is provided. If the participant
requests additional information, the election period must
include at least ninety (90) days after such information
is furnished. The Committee, however, may provide that
the additional information must be requested within sixty
(60) days after the original information as to the
election is first furnished to the participant. The
election is to be witnessed by a plan representative or
notary public, acknowledging the effect of the election
and any specific non-spouse beneficiary, including any
class of beneficiary or any contingent beneficiary
designated under the form of benefit elected. Any
spousal consent shall be irrevocable unless revocation
shall be agreed to by the participant. It is intended
that no election period shall extend beyond the par-
ticipant's retirement date.
10.4 Commencement of Distribution. All distributions shall
be made or commenced to be made as soon as practicable after the
valuation date coincident with or next following the occurrence of
one of the distribution events described in this ARTICLE X. Upon
written notice to the Committee no later than the end of the
calendar month following the month in which termination occurs, a
participant (or, in case of death, his beneficiary), entitled to a
lump sum payment may make an irrevocable election to receive the
value of his distribution on January 31st of the next succeeding
calendar year. Alternatively, the participant may choose not to
withdraw any of his vested accounts when one of the distribution
events occurs, and later elect to have the distribution made upon
written notice before a subsequent valuation date. However, unless
the participant chooses to receive the distribution in the form of
an annuity pursuant to Paragraph 10.3(a), only a full and complete
distribution of the vested accounts will be allowed whether the
participant withdraws his vested accounts at the time a distribu-
tion event occurs or at some later date. No partial withdrawals
shall be permitted. Notwithstanding, no distribution of three
thousand five hundred dollars ($3,500.00) [five thousand dollars
($5,000.00) beginning January 1, 1998] or more shall be made to a
participant unless the participant shall have consented in writing
to such distribution, all in accordance with the provisions of
Internal Revenue Code Section 411 and related regulations.
10.5 Valuation. The value of a participant's accounts with
respect to Fund I, Fund II, Fund III, Fund IV, Fund V, Fund VI,
Fund VII, Fund VIII and Fund IX upon termination shall be the value
on the valuation date in January of the year elected pursuant to
Paragraph 10.4, except that the valuation of any shares of stock of
Kansas City Life Insurance Company shall be determined by the
provisions of Paragraph 4.2 herein. If such election is not so
made, such value shall be determined on the valuation date coin-
cident with or next following the date the participant (or, in case
of death, his beneficiary) elects to receive his distribution, or
the receipt by the Trustees of notice of said participant's ter-
mination, whichever shall occur later.
10.6 Facility of Payment. If the Committee shall receive
evidence satisfactory to it that a participant, retired participant
or beneficiary is physically or mentally incompetent to receive any
payment which shall be due hereunder and to give a valid release
therefor and that another person or an institution is then main-
taining or has custody of such participant, retired participant, or
beneficiary, and that no guardian, committee or other represen-
tative of the estate of such participant, retired participant or
beneficiary, shall have been duly appointed, the Committee may, at
its option, make payments otherwise payable to such participant,
retired participant or beneficiary, to such other person or
institution, and the release of such other person or institution
shall be valid and complete discharge for such payments.
10.7 Beneficial Designation. Any participant or retired
participant shall have the right to designate a new beneficiary at
any time by filing with the Committee a written request for such
change, but any such change shall become effective only upon
receipt of such request by the Committee, and provided that any
change of beneficiary to a person other than a surviving spouse
must be consented to in writing by said participant's spouse. Upon
receipt by the Committee of such request the change shall relate
back to and take effect as of the date such participant signs such
request whether or not such participant is living at the time the
Committee receives such request.
If there be no designated beneficiary living or in effect at
the death of such participant when any payment hereunder shall be
payable to the beneficiary, then such payment shall be made as
follows: To such participant's wife or husband, if living; if not
living, to such participant's then living lineal descendants, in
equal shares, per stirpes; if none survives, to such participant's
surviving parents, equally; if neither survives, to such partici-
pant's executors or administrators.
10.8 Fractional Shares. With respect to any distribution of
stock pursuant to the provisions of this Plan, a participant shall
be entitled to receive the number of whole shares which the value
of his account equals and the balance of said account value in
cash.
ARTICLE XI
Application of Forfeitures
11.1 Any of the assets attributable to Company contributions,
reflected in the value of Fund III, which shall be forfeited by a
participant with respect to his account in Fund III pursuant to the
provisions of Paragraphs 9.3 and 10.2 herein, shall be applied, as
soon as practicable, to reduce the amount of Company contributions
required by this Plan. Shares of Kansas City Life Insurance
Company stock applied to reduce the amount of any Company contri-
bution for any month shall be valued in accordance with the
procedures set forth hereinbefore on the date of such application.
ARTICLE XII
Administrative Committee
12.1 Membership. The Administrative Committee, sometimes
herein referred to as the "Committee", shall consist of a number of
persons, not less than three (3) nor more than five (5), designated
by the Executive Committee of the Company, who shall serve terms of
one (1) year or until their successors are designated, and said
Committee shall have the responsibility for the general adminis-
tration of the Plan and for carrying out the provisions of the Plan
in accordance with its terms. The Committee shall have absolute
discretion in carrying out its responsibilities.
12.2 The Committee may appoint from its members such com-
mittees with such powers as it shall determine; may authorize one
(1) or more of its number or any agent to execute or deliver any
instrument or make any payment on its behalf; and may utilize
counsel, employ agents and provide for such clerical and accounting
services as it may require in carrying out the provisions of the
Plan.
12.3 The Committee shall hold meetings upon such notice, at
such place or places, and at such time or times as it may from time
to time determine.
12.4 The action of a majority of the members expressed from
time to time by a vote in a meeting or in writing without a meeting
shall constitute the action of the Committee and shall have the
same effect for all purposes as if assented to by all members of
the Committee at the time in office.
12.5 No member of the Committee shall receive any compensa-
tion for his services as such, and, except as required by law, no
bond or other security shall be required of him in such capacity in
any jurisdiction.
12.6 Subject to the limitations of this Plan and Trust, the
Committee from time to time shall establish rules or regulations
for the administration of the Plan and the transaction of its
business. The Committee shall have full and complete discretionary
authority to construe and interpret the Plan and decide any and all
matters arising hereunder, except such matters which the Executive
Committee of the Company from time to time may reserve for itself,
including the right to remedy possible ambiguities, inconsistencies
or omissions. All interpretations, determinations and decisions of
the Committee or the Executive Committee of the Company in respect
of any matter hereunder shall be final, conclusive and binding on
all parties affected thereby. The Committee shall, when requested,
submit a report to the Executive Committee of the Company giving a
brief account of the operation of the Plan and the performance of
the various funds and accounts established pursuant to the Plan.
12.7 Claims Procedure. The Administrative Committee shall
have full and complete discretionary authority to make all
determinations as to the right of any person to a benefit. Any
denial by the Committee of a claim for benefits under this Plan by
a participant or a beneficiary shall be stated in writing by the
Committee and delivered or mailed to the participant or the
beneficiary, whichever is appropriate; and such notice shall set
forth the specific reason for the denial, written to the best of
the Committee's ability in a manner that may be understood without
legal or actuarial counsel. In addition, the Committee shall
provide a reasonable opportunity to any participant or beneficiary
whose claim for benefits has been denied for a review of the
decision denying the claim.
12.8 Any member of the Committee may resign by giving notice
to the Executive Committee at least fifteen (15) days before the
effective date of his resignation. Any Committee member shall
resign upon request of the Executive Committee. The Executive
Committee shall fill all vacancies on the Committee as soon as is
reasonably possible after a resignation takes place, and until a
new appointment takes place, the remaining members of the Committee
shall have authority to act, if approved by either a majority of
the remaining members or by two (2) members, whichever number is
lesser.
ARTICLE XIII
Amendment and Termination
13.1 Amendment. Kansas City Life Insurance Company reserves
the right at any time, and from time to time, and retroactively if
deemed necessary or appropriate to conform with governmental
regulations or other policies, to modify or amend, in whole or in
part, any or all of the provisions of this Plan and Trust by
adoption of a written resolution by the Board of Directors of
Kansas City Life Insurance Company, or the Executive Committee of
the Board of Directors; provided that no such modification or
amendment shall make it possible for any part of the contributions
of the Company, or any other funds of the Trust, to be used for, or
diverted to, purposes other than for the exclusive benefit of
participants, retired participants, or their beneficiaries. Except
as may be required to conform with governmental regulations, no
such amendment shall adversely affect the rights of any participant
with respect to contributions made by him prior to the date of such
amendment.
13.2 Termination. This Plan and Trust is purely voluntary on
the part of the Company, and Kansas City Life Insurance Company
reserves the right to terminate the Plan and the Trust provided
herein by adoption of a written resolution by the Board of
Directors of Kansas City Life Insurance Company, or the Executive
Committee of the Board of Directors. Upon termination of, or upon
the complete discontinuance of contributions within the meaning of
Section 411(d)(3) of the Internal Revenue Code, participant's
accounts shall become fully vested and nonforfeitable and distri-
bution shall be made as promptly as possible in accordance with the
directions of the Committee.
13.3 Merger. This Plan and Trust shall not be merged or
consolidated with, nor shall any assets or liabilities be trans-
ferred to any other Plan or Trust, unless the accrued benefit of
each participant, if the Plan and Trust were terminated immediately
after such action, would be equal to or greater than the accrued
benefit to which such participant would have been entitled if this
Plan and Trust had been terminated immediately before such action.
ARTICLE XIV
The Trust
14.1 Number of Trustees. There shall be three (3) Trustees
for this Trust with the Trustees hereinbefore named being the
original Trustees.
14.2 Trustees shall Receive Sums Paid. The Trustees shall
accept and receive all sums of money paid to them from time to time
by the Company, and shall hold, invest, reinvest, manage and admin-
ister such monies and the increment, increase, earnings and income
thereof as a Trust for the exclusive benefit of the employees and
agents participating in the Plan, and their beneficiaries. All
income and earnings of the Trust shall be accumulated by the
Trustees and by them held, invested and reinvested as a part of the
principal of the said Trust.
14.3 Investment of Funds.
(a) Except as hereinafter provided with respect to the cash
reserve, the Trustees shall invest and reinvest the prin-
cipal and income of the Trust in their discretion in such
securities, common and preferred stocks, real estate
mortgages, debentures, bonds, promissory notes, real
estate, real estate improvements, leaseholds or any other
income-producing properties or securities, real or
personal, within or without the State of Missouri, and
other investments as the Trustees shall, after investi-
gation, believe to be sound and suitable investments for
this Trust, although the same may not be of the character
permitted for Trustee's investments by the Laws of the
State of Missouri. The Trustees are specifically
empowered to invest the Trust assets in the capital stock
of Kansas City Life Insurance Company, including but not
limited to, its treasury stock.
(b) The Trustees may retain in cash so much of the Trust
assets as they may deem advisable.
(c) The Trustees may sell property held by the Trust at
either public or private sale, for cash or on credit, at
such times as they may deem appropriate; they may
exchange such property, and they may grant options for
the purchase or exchange thereof.
(d) The Trustees may consent to and participate in any plan
of reorganization, consolidation, merger, extension or
other similar plan affecting property held by the Trust;
they may consent to any contract, lease, mortgage,
purchase, sale or other action by any corporation
pursuant to any such plan; they may accept and retain
property issued under any such plan, even though it would
not be eligible as a new investment under the provisions
of this Section.
(e) The Trustees may deposit property held in the Trust with
any protective, reorganization or similar committee, and
may delegate discretionary power thereto to pay its
reasonable share of such committee's expenses and com-
pensation and any assessments levied with respect to any
property so deposited.
(f) The Trustees may exercise all conversion and subscription
rights pertaining to property held in the Trust.
(g) The Trustees may exercise all voting rights with respect
to property held in the Trust, and in connection there-
with grant proxies discretionary or otherwise, all in
accordance with the provisions of this Plan and Trust.
(h) The Trustees may cause securities and other property to
be registered and held in their names, the name of any
one (1) of them, or in the name of their nominee.
(i) The Trustees may borrow money for the purposes of the
Trust, and pledge or mortgage securities or other assets
owned by the Trust as security for the payment thereof.
(j) The Trustees may compromise, compound and settle any debt
or obligation due to or from them as Trustee; they may
reduce the rate of interest on any obligation due them as
Trustee; they may extend the time of payment of both
interest and principal, or otherwise modify the terms of
any obligation due them as Trustee; upon default of any
obligation due them as Trustee, they may foreclose or
otherwise enforce any obligation belonging to the Trust.
(k) The Trustees may generally do all such acts, execute all
such instruments, take all such proceedings and exercise
all such rights and privileges with relation to property
belonging to the Trust as if the Trustees were the
absolute owners thereof.
14.4 Approval of Investments. Before making any new invest-
ment or reinvestment of any funds of this Trust, the Trustees shall
submit to the Executive Committee of the Company, or its designated
subcommittee, a list of such securities in which it proposes to
invest such funds and the amount proposed to be invested in each
security, and the Trustees shall proceed to purchase, or refrain
from purchasing, such securities in accordance with the acceptance
or rejection, in whole or in part, of such proposals by the
Executive Committee of the Company, or its designated subcommittee.
Acceptance or rejection of such proposals, or any of them by the
said Committee, shall be signified in writing and delivered to the
Trustees within thirty (30) days of the submission of such
proposals by the Trustees, provided however, that if no written
acceptance or rejection of such proposals, or any of them, shall be
so delivered by the said Committee within the time herein limited
therefor, the Trustees shall be warranted and protected in assuming
that all of the proposed investments which have not been specifi-
cally rejected as aforesaid, meet with the complete approval of
said Executive Committee or its designated subcommittee.
14.5 Cash Reserve. The Trustees may maintain a cash reserve
in such amount as to provide for current distribution of benefits
under the Plan. Such cash reserve may consist of uninvested
contributions of the Company and participants in the Plan, or of
the proceeds of the sale of investments of the Trust. All of the
funds held in such cash reserve as well as all funds and securities
and assets belonging to the Trust shall be safely kept by the
Trustees on deposit or in the vaults of a bank or trust company
selected and designated by the Board of Directors or the Executive
Committee of the Company.
14.6 Disbursement of Funds. Disbursement of the funds of
this Trust shall be made by the Trustees only to or for the benefit
of the participants in the Plan or their beneficiaries, and only at
the time, in the amount and in the manner prescribed in written
instructions of the Administrative Committee delivered by such
Committee to the Trustees. The Trustees are empowered to sell
securities belonging to the Trust to meet said disbursements when
the cash reserve is sufficient.
14.7 Instructions to Trustees. The Trustees shall not be
obligated or required to determine whether any instructions issued
to them by the Administrative Committee are in fact so issued in
accordance with the terms of the Plan or the powers and duties
thereunder of said Committee.
14.8 Fiduciary Insurance. The Trustees or the Administrative
Committee shall have the right to purchase insurance on behalf of
themselves or anyone acting in a fiduciary capacity with respect to
the Plan and Trust, to cover liability or losses occurring by
reason of the act or omission of a fiduciary, if such insurance
permits recourse by the insurer against the fiduciary in the case
of a breach of a fiduciary obligation by such fiduciary.
14.9 Accounting by Trustees. Each year the Trustees shall
render to the Company an account of their administration of the
Trust for the year ending on the preceding 31st of December. The
written approval of said account by the Board of Directors or the
Executive Committee of the Company shall, as to all matters and
transactions stated therein or shown thereby, be final and binding
upon all persons who are then or who may thereafter become
interested in this Plan and Trust.
14.10 Compensation. No Trustee shall receive any compensa-
tion for his services as such Trustee. In the administration of
said Trust the Trustees, if they deem it advisable, may employ an
executive director, secretary or treasurer and fix reasonable
compensation therefor, and a Trustee may act as such executive
director, secretary or treasurer and receive the compensation so
fixed. The Trustees may in their discretion employ clerical help,
actuaries, accountants, attorneys or other necessary personal
services of a person or corporation as may be necessary to properly
administer, defend and protect the Trust, and reasonable compensa-
tion for said services may be paid by the Trustees from the Trust
in the event the Company does not elect to pay for such services.
Any taxes that may be levied against said Trust shall be paid by
the Trustees from the Trust assets after liability for said taxes,
if any, has been established, and in determining the liability for
taxes the Trustees are specifically authorized to use their own
discretion in contesting taxes claimed to be due against said
Trust, and said Trustees may employ counsel for such purposes and
pay said counsel fees from the Trust assets in the event the
Company does not elect to pay said costs and fees.
14.11 Trustees and Vacancies. The Trustees administering
this Trust shall at all times be Officers of the Company, and any
Trustee may at any time be removed from the office of Trustee, with
or without cause, by the Board of Directors or the Executive
Committee of the Company. The Trustees named herein shall serve as
such Trustees until their resignation, death or removal by the
Board of Directors or the Executive Committee of the Company. When
any Trustee ceases to be an Officer of the Company he automatically
ceases to be a Trustee. Resignation of a Trustee shall be by
written notice given to the Board of Directors or the Executive
Committee of the Company. Whenever a vacancy occurs by resigna-
tion, death or removal of one (1) or more of the Trustees, the
Board of Directors or the Executive Committee shall promptly fill
said vacancy or vacancies so created by naming a successor Trustee
or successor Trustees possessing the qualifications herein
prescribed. All successor Trustees shall have the same powers in
connection with said Trust as the initial Trustees have, and they
shall be subject to the same limitations and directions as
prescribed herein for the initial Trustees.
14.12 Rules. The Trustees may make proper rules for carrying
out the purposes of the Trust, and may amend said rules from time
to time. A majority of the Trustees shall constitute a quorum, and
the action taken by a quorum shall be controlling and shall be
deemed the act of the Trustees. The Trustees may designate any one
(1) of their number to act as chairman or presiding officer. Any
one (1) of the Trustees shall be and is hereby authorized to affix
his signature as the signature of all of the Trustees when such may
be desirable in the performance of their duties pursuant hereto.
This Plan and Trust shall be construed and enforced according to
the Laws of the State of Missouri, and all provisions thereof shall
be administered according to the laws of such state. Any suit at
law or in equity brought against the Trustees or the Company by any
person, firm or corporation, including the participants in the
Plan, must be first instituted in Xxxxxxx County, Missouri, which
County and State is the situs of the parties hereto and the only
jurisdiction within which this Plan and Trust is to be administered
or located.
ARTICLE XV
General Provisions
15.1 Expenses. The Company shall pay all expenses incurred
in administering the Plan and managing the Trust assets. The
Company shall not pay any brokerage fees, commissions, stock
transfer taxes and other charges and expenses in connection with
the purchase and sale of securities under the Plan.
15.2 Source of Payment. Benefits pursuant to the Plan shall
be payable only out of the assets of the Trust or pursuant to any
qualified nontransferable annuity purchased pursuant to the
provisions of ARTICLE X. No person shall have any right under the
Plan with respect to the assets of the Trust, or against any
Trustee, insurance company, or the Company, except as specifically
provided for herein.
15.3 Inalienability of Benefits. The interest hereunder of
any participant, retired participant or beneficiary, except as may
be required by a Qualified Domestic Relations Order defined in
Section 414(p) of the Internal Revenue Code, shall not be
alienable, either by assignment or by any other method, and to the
maximum extent permissible by law, shall not be subject to being
taken, by any process whatever, by the creditors of such partici-
pant, retired participant or beneficiary. Effective August 5,
1997,the Plan may offset a participant's benefits under the Plan
against an amount the participant is ordered or required to pay to
the Plan described in a judgment, order, decree or settlement
agreement relating to a breach of fiduciary duty or criminal act
against the Plan as further described in Section 401(a)(13) of the
Internal Revenue Code.
15.4 No Right to Employment. Nothing herein contained nor
any action taken under the provisions hereof shall be construed as
giving any employee the right to be retained in the employment of
the Company.
15.5 Unknown Heirs. If within four (4) years after any
distribution becomes due to a participant, retired participant or
his beneficiary, the same shall not have been claimed, provided due
care shall have been exercised in attempting to make such distri-
bution, the amount thereof shall be treated as forfeited and
applied as provided for in ARTICLE XI.
15.6 Accrued Benefit. The term "accrued benefit" shall mean
the value of a participant's account or accounts with respect to
all funds in this Plan.
15.7 Uniform Administration. Whenever in the administration
of the Plan any action is required by the Committee, such action
shall be uniform in nature as applied to all persons similarly
situated and no such action shall be taken which will discriminate
in favor of shareholders of the Company, highly compensated
participants or participants whose principal duties consist of
supervising the work of others.
15.8 Beneficiary. The word "beneficiary" shall be deemed to
include the estate of the participant, dependents of the partici-
pant, persons who are the natural objects of the participant's
bounty, and any person designated by the participant to share in
the benefits of the Plan and Trust after the death of the
participant. Wherever the rights of participants are stated or
limited herein, their beneficiaries shall be bound thereby.
15.9 Severability. In the event that any provision of this
Plan and Trust shall be held invalid or illegal for any reason,
such determination shall not affect the remaining provisions of
this Plan, but this Plan shall be construed and enforced as if such
invalid or illegal provision had never been included in the Plan.
This Plan shall be construed in accordance with the Laws of the
State of Missouri.
15.10 Articles. Titles of Articles are for general infor-
mation only and this Plan shall not be construed by reference to
such titles.
15.11 Gender. Words used in the masculine gender shall be
read and construed to include the feminine gender.
15.12 Plural. Wherever required, the singular of any word in
this Plan and Trust shall include the plural and the plural may be
read in the singular.
15.13 Disability. The term "disability" as used in this
Plan means a physical or mental condition of a participant which
results in the receipt of benefits by such participant pursuant to
the provisions of either the Kansas City Life Disability Plan or
the Sunset Life Disability Plan.
15.14 Initial Participation Date. The "initial participation
date" shall mean the first (1st) day of the first (1st) month
designated by either the Board of Directors or the Executive
Committee of the Company for the commencement of contributions and
the administration of this Plan.
15.15 Retirement Dates.
(a) Commencing January 1, 1988, the normal retirement date
for all employees participating in this Plan shall be the
earlier of the first (1st) day of the month following
attainment of sixty (60) years of age, or the first (1st)
day of the month following attainment of fifty-five (55)
years of age and completion of five (5) years of employ-
ment. For purposes of determining the completion of five
(5) years of employment, the years of employment of an
employee of Old American Insurance Company prior to
November 1, 1991 shall not be taken into account.
(b) For the purposes of this Plan, a participant who reaches
his normal retirement date shall be deemed to have
retired on such date and shall thereupon become entitled
to the retirement benefits herein, except as provided in
Subparagraph (c). The value of all contributions
allocated to his respective accounts shall be one hundred
percent (100%) vested.
(c) A participant may continue his employment for purposes
herein beyond his normal retirement date, and the
participant will commence receiving benefits on his
actual retirement date; provided, however, distributions
to a five percent (5%) owner of the Company as defined in
the Internal Revenue Code shall commence no later than
April 1st of the calendar year following the calendar
year in which he attains age seventy and one-half (70
1/2), and distributions to other participants shall
commence no later than April 1st of the year in which
such other participant attains the age of seventy and
one-half (70 1/2), unless such other participant shall
have attained age seventy and one-half (70 1/2) prior to
January 1, 1988 and was not a five percent (5%) owner at
any time during the period beginning with the Plan year
ending with the year in which he attained age sixty-six
and one-half (66 1/2) and any subsequent year. Contri-
butions may be continued until such actual retirement
date at the option of the participant. Effective January
1, 1989, the minimum distribution and the minimum dis-
tribution incidental benefit requirements of Internal
Revenue Code Proposed Regulations 1.401(a)(9)-1 and
1.401(a)(9)-2 are hereby incorporated by reference.
Effective January 1, 1997, for participants other than a
five percent (5%) owner of the Company, distributions
shall commence no later than April 1st of the calendar
year following the later of:
(i) the year in which the participant attains age
70 1/2, or
(ii) the year in which the participant retires.
15.16 Initial Qualification. The Company reserves the right
to have all its contributions returned to it free of this Trust,
and to terminate said Plan and Trust, if the Trust does not
initially meet the qualification requirements of the Internal
Revenue Code.
15.17 Company. The term "Company" means Kansas City Life
Insurance Company, a Missouri Corporation, Sunset Life Insurance
Company of America, a Washington Corporation, Old American Insur-
ance Company, a Missouri Corporation, and any other subsidiary
corporation of Kansas City Life Insurance Company required to be
treated as a single employer under Internal Revenue Code Section
414(b), (c), (m) and (o), any or all of which may sometimes be
referred to herein as affiliated corporations.
15.18 Employee. The term "employee" shall mean any person
employed by Kansas City Life Insurance Company or any subsidiary
corporation under the rules of common law, and shall not include
agents, general agents, consultants or other independent
contractors, or, effective January 1, 1989, leased employees as
defined in Section 414(n) or (o) of the Internal Revenue Code.
Effective January 1, 1997, "leased employee" shall mean any person
other than an employee of the Company who has performed services
for the Company under an agreement between the Company and a
leasing organization on a substantially full time basis for at
least one (1) year, provided such services are performed under the
primary direction or control by the Company.
Leased employees shall not participate in this Plan. Further-
more, a person who is not designated as an "employee" in the
Company's employment records during a particular period of time,
including a person designated as an "independent contractor", is
not considered to be an employee during that period of time. Such
a person shall not be considered to be an employee even if a
determination is made by the Internal Revenue Service, the Depart-
ment of Labor, or any other government agency, court, or other
tribunal, that such person is an employee for any purpose, unless
and until the Company in fact designates such person as an employee
for purposes of this Plan. If such a designation is made, the
designation shall be applied prospectively only unless the Company
specifically provides otherwise.
15.19 Agents. Commencing January 1, 1990, no life insurance
salesman of Kansas City Life Insurance Company, sometimes referred
to herein as "agent" shall be eligible to participate. Accounts of
all participating agents shall be finally valued on the last
business day of December, 1989, shall be one hundred percent (100%)
vested, and shall be paid to them in January, 1990 in such form as
permitted by the provisions of this Plan. No further deferral in
this Plan shall be permitted.
15.20 Company Stock. The term "Company stock" shall mean
shares of the common capital stock of Kansas City Life Insurance
Company.
15.21 Executive Committee. Wherever in the Plan and Trust
the term "Executive Committee" is used, it shall be taken to mean
only the Executive Committee of the Board of Directors of Kansas
City Life Insurance Company.
15.22 Board of Directors. Wherever in the Plan and Trust the
term "Board of Directors" is used, it shall be taken to mean only
the Board of Directors of Kansas City Life Insurance Company.
15.23 Maximum Limitation. Commencing January 1, 1983, in no
event shall the sum of the annual additions to a participant's
account for any Plan year exceed the lesser of:
(a) Thirty thousand dollars ($30,000.00) (subject to annual
adjustments pursuant to Internal Revenue Code Section
415(d) and regulations), or
(b)Twenty-five percent (25%) of such participant's compen-
sation.
15.24 Annual Additions. For the purposes of this Plan,
"annual addition" shall be the sum for any year of the Company
contributions plus the amount of any employee contributions, plus
the forfeitures.
15.25 Annual Additions Reduction. If any participant is a
participant under any other defined contribution plan maintained by
the Company, the total of the annual additions to such partici-
pant's account from all such defined contribution plans shall not
exceed the limitations set forth in Paragraph 15.23. If it is
determined that as a result of the limitation set forth in the
preceding sentence, the annual additions to the participant's
account in this Plan are excessive, a reduction of such shall be
effected by a return to the participant of a dollar amount (with
any earnings attributable to the dollar amount) from his elective
accounts, which with an equal amount of the Company's contributions
accounted for in accordance with the following formula, eliminates
such excess: The excess amounts in the participant's Company
account (Fund III) must be used to reduce Company contributions for
the next limitation year (and succeeding limitation years, as
necessary) for that participant if that participant is covered by
the Plan as of the end of the limitation year. However, if the
participant is not covered by the Plan as of the end of the
limitation year, then the excess amounts must be held in
unallocated in a suspense account for the limitation year and
allocated and reallocated in the next limitation year to all of the
remaining participants in the Plan in accordance with the rules set
forth in Subparagraph (6)(i) of Regulation Section 1.415-6(b).
Furthermore, the excess amounts must be used to reduce the Company
contributions for the next limitation year (and succeeding limi-
tation years, as necessary) for all of the remaining participants
in the Plan. For purposes of this Paragraph, excess amounts may
not be distributed to participants or former participants.
15.26 Annual Additions Reduction. If any participant is a
participant under a defined benefit plan maintained by the Company,
the sum of the defined benefit plan fraction for a Plan year and
the defined contribution plan fraction for that year shall be no
greater than one (1.00). If it is determined that the limitation
set forth in the preceding sentence has been exceeded, the
numerator of the defined benefit plan fraction shall be adjusted by
freezing or adjusting the rate of benefit authorized by the defined
benefit plan so that the sum of both fractions shall not exceed one
(1) for the respective participant. Effective January 1, 2000,
this Paragraph shall not apply.
15.27 Retirement Plan. As used in this section, the words
"retirement plan" shall mean:
(a) Any profit sharing, pension or stock bonus plan described
in Section 401(a) and 501(a) of the Internal Revenue
Code;
(b) Any annuity plan or annuity contract described in Section
403(a) or 403 (b) of the Internal Revenue Code;
(c) Any qualified bond purchase plan described in Section
405(a) of the Internal Revenue Code; and
(d) Any individual retirement account, individual retirement
annuity or retirement bond described in Section 408(a),
408(b) or 409 of the Internal Revenue Code.
15.28 Defined Contribution Plan. As used in this section,
the words "defined contribution plan" shall mean a retirement plan
which provides for an individual account for each participant and
for benefits based solely on the amount contributed to the par-
ticipant's account and any income, expenses, gains and losses, and
any forfeitures of accounts of other participants which may be
allocated to such participant's accounts.
15.29 Defined Benefit Plan. As used in this section, the
words "defined benefit plan" shall mean any retirement plan which
is not a defined contribution plan.
15.30 Defined Benefit Plan Fraction. As used in this
section, the words "defined benefit plan fraction" shall mean, for
any Plan year, a fraction,
(a) the numerator of which is the projected annual benefit of
the participant, that is, the annual benefit to which he
would be entitled under the terms of the defined benefit
plan on the assumptions that he continues employment
until his normal retirement date as determined under the
terms of the defined benefit plan, that his compensation
continues at the same rate as in effect in the Plan year
under consideration until his normal retirement date and
that all other relevant factors used to determine bene-
fits under such defined benefit plan remain constant as
of the current Plan year for all future Plan years, under
all defined benefit plans maintained by the Company,
determined as of the close of the Plan year; and,
(b) the denominator of which is the lesser of: (i) the
maximum dollar limit for such year (for example, ninety
thousand dollars ($90,000.00) for 1983) times 1.25, or
(ii) the percentage of compensation limit for such year
times 1.4.
15.31 Defined Contribution Plan Fraction. As used in this
section, the words "defined contribution plan fraction" shall mean,
for any Plan year, a fraction,
(a) the numerator of which is the sum of the annual additions
to the participant's account under all defined contribu-
tion plans maintained by the Company in that Plan year;
and,
(b) the denominator of which is the sum of the lesser of the
following amounts, determined for the year and for each
prior year of service with the Company: (i) the product
of 1.25 multiplied by the dollar limitation in effect for
the year, or (ii) the product of 1.4 multiplied by the
percentage of compensation limit (IRC 415(e)(3) as
amended).
(c) In computing the defined contribution plan fraction
above, for years ending after December 31, 1982, at the
election of the Company, the amount to be taken into
account for all years ending before January 1, 1983, may
be computed to be an amount equal to the denominator of
the fraction, as in effect for the year ending in 1982,
multiplied by a transition fraction,
1. the numerator of which is the lesser of (i) fifty-
one thousand eight hundred seventy-five dollars
($51,875.00), or (ii) 1.4 multiplied by twenty-five
percent (25%) of the participant's compensation for
the year ending in 1981; and,
2. the denominator of which is the lesser of (i)
forty-one thousand five hundred dollars
($41,500.00), or (ii) twenty-five percent (25%) of
the participant's compensation for the year ending
in 1981.
15.32 Affiliated Company Participation. Notwithstanding
anything in this Agreement to the contrary, no employee of any
subsidiary or affiliated corporation of Kansas City Life Insurance
Company shall have the right to make contributions to this Plan
unless such Plan shall have been adopted by the corporation for
which such employee is employed.
15.33 Highly Compensated Person. Prior to January 1, 1997,
the term "highly compensated person", for the purposes of this
Plan, shall mean any employee who at any time during the preceding
year, or the lookback year,
(a) was a five percent (5%) owner of the Company, or
(b) had compensation in excess of seventy-five thousand
dollars ($75,000.00) per year, or
(c) was in the highest paid twenty percent (20%) of the
employees of the Company (ranked on the basis of
compensation paid during such year) with compensation in
excess of fifty thousand dollars ($50,000.00) per year
(top-paid group), or
(d) was an officer with compensation in excess of fifty
percent (50%) of the amount in effect under IRC Section
415(b)(1)(A) for such year (counting at least one (1)
officer, regardless of compensation; but counting no more
than fifty (50), or if less, ten percent (10%) of all
employees or three (3) employees, whichever is greater).
In the case of the year for which the relevant determination
is being made, an employee not described in Subparagraph (b), (c)
or (d) for the preceding year (without regard to this Paragraph)
shall not be treated as described in Subparagraph (b), (c) or (d)
unless such employee is a member of the group consisting of the one
hundred (100) employees paid the greatest compensation during the
year for which such determination is being made.
For purposes of this Paragraph, "lookback year" shall be the
twelve (12) month period immediately preceding the year for which
the relevant determination is being made, and the term "compensa-
tion" shall be compensation defined in Paragraph 3.2 including
additional amounts described in Code Sections 125, 402(e)(3),
402(h) and 403(b).
If an employee is a "family member" of a five percent (5%)
owner or of a highly compensated employee who is one of the ten
(10) most highly compensated employees ranked on the basis of
compensation paid by the employer during such year, the employee
and the five percent (5%) owner or top ten (10) highly compensated
employees will be aggregated and treated as a single employee
receiving compensation and a Plan contribution that is based on the
compensation or Plan contribution of such employee and five percent
(5%) owner or top ten (10) highly compensated employee. For this
purpose, "family member" shall mean the employee's spouse and
lineal ascendants or descendants, and the spouses of the lineal
ascendants or descendants. Effective January 1, 1997, for purposes
of Subparagraph (e) below, an employee who is a "family member" of
a five percent (5%) owner at any time during the year shall be
considered a highly compensated person regardless of compensation.
For this purpose, "family member" shall mean the five percent (5%)
owner's spouse, child, parent or grandchild.
Effective January 1, 1997, "highly compensated person" shall
mean an employee who
(e) was a five percent (5%) owner of the Company at any time
during the year or preceding year, or
(f) for the preceding year
1. had compensation [as defined in Code Section
415(c)(3)] from the Company in excess of
$80,000.00, and
2. if the Company elects the application of this
clause for the preceding year, was in the group
consisting of the top twenty percent (20%) of the
employees ranked on the basis of compensation paid
during such preceding year.
The dollar amounts in Subparagraphs (b), (c) and (f)1 shall be
adjusted at the same time and in such manner as under Code Section
415(d) and Regulations thereunder.
In determining who is a highly compensated person, all
employers required to be aggregated under subsections (b), (c),
(m), (n) and (o) of Code Section 414 shall be taken into account as
a single employer. However, leased employees within the meaning of
Code Sections 414(n) and (o) shall not be considered employees if
the leased employees are covered by a plan described in Code
Section 414(n)(5) and are not covered in any qualified plan
maintained by the employer.
If a former employee separated from service prior to the
calendar year and was an active highly compensated person in the
year of separation, or in any year after attaining fifty-five (55),
the former employee was counted as a highly compensated person, the
former employee shall be treated as an employee for purposes of
determining the number of highly compensated persons. However, if
such former employee separated from service prior to 1987, he will
be treated as a highly compensated person only if during the
separation year (or the year preceding the separation year) or any
year after the employee attained age fifty-five (55) [or the last
year ending before the employee's fifty-fifth (55th) birthday], he
received compensation in excess of fifty thousand dollars
($50,000.00) or was a five percent (5%) owner.
For purposes of determining the number of employees in Sub-
paragraphs (c) and (f)2, nonresident aliens shall not be treated as
employees. Employees who (1) have not completed six (6) months of
service, or (2) normally work less than seventeen and one-half (17
1/2) hours per week, or (3) normally work less than six (6) months
during any year, or (4) have not attained age twenty-one (21) shall
also be excluded (but these latter employees will still be con-
sidered for purposes of identifying the particular employees in the
top-paid group), and (5) to the extent allowable under regulations,
employees covered by a collective bargaining agreement between the
Company and employee representatives.
15.34 Direct Rollovers. The provisions of this Paragraph
shall be effective January 1, 1993 and apply to distributions after
January 1, 1993. Notwithstanding any provision of this Plan to the
contrary, a distributee may elect to have any portion of an
eligible rollover distribution paid directly to an eligible
retirement plan specified by the distributee in a direct rollover.
The Administrative Committee may prescribe the time and manner in
which this election is made.
As used in this Paragraph, "eligible rollover distribution",
"eligible retirement plan", "distributee", and "direct rollover"
shall mean:
(a) "Eligible rollover distribution" is any distribution of
all or any portion of the balance to the credit of the
distributee. However, an eligible rollover distribution
shall not include:
(i) any distribution that is one of a series of
substantially equal periodic payments (not
less frequently than annually) made for the
life (or life expectancy) of the distributee
or the joint lives (or joint life expec-
tancies) of the distributee and the
distributee's designated beneficiary, or for a
specified period of ten (10) years or more;
(ii) any distribution required under Code Section
401(a)(9); or
(iii) the portion of any distribution that is not
includible in gross income (determined without
regard to the exclusion for net unrealized
appreciation with respect to employer
securities.
(b) "Eligible retirement plan" is:
(i) an individual retirement account (described in
Code Section 408(a)) or individual retirement
annuity (described in Code Section 408(b)); or
(ii) an annuity plan (described in Code Section
403(a)); or
(iii) a qualified trust (described in Code Section
401(a)) that accepts the distributee's
eligible rollover distribution. However, in
the case of an eligible rollover distribution
to a surviving spouse, eligible retirement
plan shall mean only the items in (i) above.
(c) "Distributee" shall include an employee or former
employee. An employee's or former employee's surviving
spouse and the employee's or former employee's spouse or
former spouse who is an alternate payee under a qualified
domestic relations order (defined in Code Section 414(p))
are distributees with regard to the interest of the
spouse or former spouse.
(d) "Direct rollover" is a payment by the Plan to the
eligible retirement plan specified by the distributee.
15.35 Participants who Enter Armed Forces. Effective
December 12, 1994, notwithstanding any provision of this Plan to
the contrary, contributions, benefits, and service credit with
respect to qualified military service will be provided in
accordance with Code Section 414(u). Further, the repayment of any
elective account loan made under Paragraph 9.5 will be suspended as
permitted by Code Section 414(u)(4).
ARTICLE XVI
Top Heavy Provisions
16.1 Compensation Limits. With respect to compensation as
defined in this Plan, for any Top Heavy Plan year, compensation in
excess of two hundred thousand dollars ($200,000.00), or such other
amount as the Secretary of the Treasury may designate, shall be
disregarded. Beginning January 1, 1989, compensation to be dis-
regarded shall be the amount stated in Paragraph 3.2. Furthermore,
for the purposes of this ARTICLE XVI, compensation shall be as
defined in Paragraph 3.2.
16.2 Key Employee. "Key employee" means any employee or
former employee (and his beneficiaries) who, at any time during the
Plan year or any of the preceding four (4) Plan years, is:
(a) An officer of the Company, as that term is defined within
the meaning of the regulations under Internal Revenue
Code Section 416. For the years 1984 through 1987, an
officer is not treated as a key employee if the officer
has an annual compensation of forty-five thousand dollars
($45,000.00) or less.
(b) One of the ten (10) employees owning (or considered as
owning within the meaning of Code Section 318) the
largest interests in all employers required to be aggre-
gated under Code Sections 414(b), (c), and (m). However,
an employee will not be considered a top ten (10) owner
for a Plan year if the employee earns less than thirty
thousand dollars ($30,000.00), or such other amount
adjusted in accordance with Code Section 415(c)(1)(A) as
in effect for the calendar year in which the determi-
nation date falls.
(c) A five percent (5%) owner of the Company. "Five percent
(5%) owner" means any person who owns (or is considered
as owning within the meaning of Code Section 318) more
than five percent (5%) of the total combined voting power
of all stock of the Company.
(d) A one percent (1%) owner of the Company having an annual
compensation from the Company of more than one hundred
fifty thousand dollars ($150,000.00). "One percent (1%)
owner" means any person who owns (or is considered as
owning within the meaning of Code Section 318) more than
one percent (1%) of the outstanding stock of the Company
or stock possessing more than one percent (1%) of the
total combined voting power of all stock of the Company.
In determining percentage ownership hereunder, employers
that would otherwise be aggregated under Code Sections
414(b), (c), and (m) shall be treated as separate
employers. However, in determining whether an individual
has compensation of more than one hundred fifty thousand
dollars ($150,000.00), compensation from each employer
required to be aggregated under Code Sections 414(b),
(c), and (m) shall be taken into account.
16.3 Non-Key Employee. "Non-key employee" means any employee
who is not a key employee.
16.4 Super Top Heavy Plan. "Super Top Heavy Plan" means, for
Plan years commencing after December 31, 1983, that, as of the
determination date, (1) the present value of accrued benefits of
key employees, or (2) the sum of the aggregate accounts of key
employees under this Plan and any Plan of the Company's aggregation
group, exceeds ninety percent (90%) of the present value of accrued
benefits or the aggregate accounts of all participants under this
Plan and any Plan of the Company's aggregation group.
16.5 Top Heavy Plan. "Top Heavy Plan" means, for Plan years
commencing after December 31, 1983, that, as of the determination
date, (1) the present value of accrued benefits of key employees,
or (2) the sum of the aggregate accounts of key employees under
this Plan and any Plan of the Company's aggregation group, exceeds
sixty percent (60%) of the present value of accrued benefits or the
aggregate accounts of all participants under this Plan and any Plan
of the Company's aggregation group.
16.6 Top Heavy Plan Year. "Top Heavy Plan year" means any
calendar year after December 31, 1983 in which the Plan is a top
heavy plan.
16.7 Top Heavy Plan Requirements.
(a) For any "Top Heavy Plan year", the following provisions
shall apply notwithstanding any other provision in this
Plan to the contrary:
1. Any person who is a participant in this Plan in any
year in which it shall be a "Top Heavy Plan" shall
have his or her benefits vested in accordance with
the following schedules: twenty percent (20%)
after two (2) years of service; forty percent (40%)
after three (3) years of service; sixty percent
(60%) after four (4) years of service; eighty
percent (80%) after five (5) years of service; and
one hundred percent (100%) after six (6) years of
service. Effective January 1, 1989, there shall be
no decrease in a participant's nonforfeitable
percentage in the event the Plan's status as top
heavy changes for any year. Further, if the
vesting schedule shifts in and out of the above
schedule for any year because the Plan's top heavy
status changes, such shift shall be considered an
amendment of the vesting schedule. If this occurs,
each participant with at least three (3) years of
service with the Company may elect to have his
nonforfeitable percentage determined without regard
to the shift. The election period will begin with
the date the deemed amendment is made and shall end
on the later of:
A. Sixty (60) days after the deemed amendment is
adopted;
B. Sixty (60) days after the deemed amendment is
effective; or
C. Sixty (60) days after the participant is
issued written notice of the deemed amendment
by the Administrative Committee.
2. Notwithstanding anything in this plan to the
contrary, for any Top Heavy Plan Year, the Company
shall make a minimum contribution for each non-key
employee equal to three percent (3%) of such non-
key employee's salary, which shall be invested and
accounted for in Fund III.
3. For any year in which this Plan is top heavy, each
non-key employee will receive a minimum contribu-
tion if the non-key employee has not separated from
service at the end of the top heavy year, regard-
less of whether the non-key employee has less than
one thousand (1,000) hours of service in such year.
Furthermore, such non-key employee shall receive
such minimum contribution regardless of his or her
level of compensation, and regardless of whether he
or she declines to make a mandatory personal
contribution. No such minimum contribution made by
the Company pursuant to these top heavy provisions
shall be subject to forfeiture if a non-key
employee withdraws his or her mandatory contri-
butions.
4.Notwithstanding the foregoing, so long as any non-
key employee is covered by both the Company's
Pension Plan and this Plan, the minimum contri-
bution required herein shall be satisfied by the
accrual of the defined benefit minimum by the
respective non-key employee for any top heavy year.
5. If the Company shall be maintaining both this Plan
and a defined benefit plan in any top heavy year, a
factor of 1.0 must be applied to the denominators
of the defined benefit and defined contribution
fractions.
16.8 Determination of Top Heavy Status.
(a) This Plan shall be a Top Heavy Plan for any Plan year
commencing after December 31, 1983, in which, as of the
determination date, (1) the present value of accrued
benefits of key employees, or (2) the sum of the
aggregate accounts of key employees under this Plan and
any Plan of an aggregation group, exceeds sixty percent
(60%) of the present value of accrued benefits or the
aggregate accounts of all participants under this Plan
and any Plan of an aggregation group.
If any participant is a non-key employee for any Plan
year, but such participant was a key employee for any
prior Plan year, such participant's present value of
accrued benefit and/or aggregate account balance shall
not be taken into account for purposes of determining
whether this Plan is a Top Heavy Plan (or whether any
aggregation group which includes this Plan is a Top Heavy
group).
(b) This Plan shall be a Super Top Heavy Plan for any Plan
year commencing after December 31, 1983, in which, as of
the determination date, (1) the present value of accrued
benefits of key employees, or (2) the sum of the aggre-
gate accounts of key employees under this Plan and any
Plan of an aggregation group, exceeds ninety percent
(90%) of the present value of accrued benefits or the
aggregate accounts of all participants under this Plan
and any Plan of an aggregation group.
(c) Aggregate account. A participant's aggregate account as
of the determination date is the sum of:
1. His participant's account balance as of the most
recent valuation occurring within a twelve (12)
month period ending on the determination date.
2. Contributions that would be allocated as of a date
not later than the determination date, even though
those amounts are not yet made or required to be
made.
3. Any Plan distributions made within the Plan year
that includes the determination date or within the
four (4) preceding Plan years. However, in the
case of distributions made after the valuation date
and prior to the determination date, such dis-
tributions are not included as distributions for
Top Heavy purposes to the extent that such
distributions are already included in the
participant's aggregate account balance as of the
valuation date. Notwithstanding anything herein to
the contrary, all distributions, including
distributions made prior to January 1, 1984, will
be counted.
4. Any employee contributions, whether voluntary or
mandatory. However, amounts attributable to tax
deductible qualified employee contributions shall
not be considered to be a part of the participants
aggregate account balance.
(d) "Aggregation group" means either a required aggregation
group or a permissive aggregation group as hereinafter
determined.
1. Required aggregation group. In determining a
required aggregation group hereunder, each Plan of
the Company in which a key employee is a parti-
cipant, and each other Plan of the Company which
enables any Plan in which a key employee
participates to meet the requirements of Code
Sections 401(a)(4) and 410, will be required to be
aggregated. Such group shall be known as a
required aggregation group, and shall include any
terminated plan which if it had not been terminated
would have been required to be included in the
aggregation group.
In the case of a required aggregation group, each
Plan in the group will be considered a Top Heavy
Plan if the required aggregation group is a Top
Heavy group. No Plan in the required aggregation
group will be considered a Top Heavy Plan if the
required aggregation group is not a Top Heavy
group.
2. Permissive aggregation group. The Company may also
include any other Plan not required to be included
in the required aggregation group, provided the
resulting group, taken as a whole, would continue
to satisfy the provisions of Internal Revenue Code
Sections 401(a) or 410. Such group shall be known
as a permissive aggregation group.
In the case of a permissive aggregation group, only
a Plan that is part of the required aggregation
group will be considered a Top Heavy Plan if the
permissive aggregation group is a Top Heavy group.
No Plan in the permissive aggregation group will be
considered a Top Heavy Plan if the permissive
aggregation group is not a Top Heavy Plan group.
3. Only those Plans of the Company in which the
determination dates fall within the same calendar
year shall be aggregated in order to determine
whether such Plans are Top Heavy Plans.
4. For purposes of determining the present value of
the cumulative accrued benefit for any employee, or
the amount of the account of any employee, the
value or amount shall be increased by the aggregate
distributions made with respect to such employee
under the plan during the five year period ending
on the determination date. The preceding sentence
also applies to distributions under a terminated
plan which if it had not been terminated would have
been required to be included in an aggregation
group. If any individual is a non-key employee
with respect to any plan for any plan year, but
such individual was a key employee with respect to
such plan for any prior plan year, any accrued
benefit for such employee (and the account of such
employee) shall not be taken into account. The
accrued benefit of an employee who has performed no
services for the Company during the five (5) year
period ending on the determination date will not be
taken into account.
(e) "Determination date" means (1) the last day of the
preceding Plan year, or (2) in the case of the first Plan
year, the last day of such Plan year.
(f) Present value of accrued benefit. In the case of a
defined benefit plan, a participant's present value of
accrued benefit shall be as determined under the
provisions of the applicable defined benefit plan.
(g) "Top Heavy group" means an aggregation group in which, as
of the determination date, the sum of:
1. The present value of accrued benefits of key
employees under all defined benefit plans included
in the group; and
2. The aggregate accounts of key employees under all
defined contribution plans included in the group,
exceeds sixty percent (60%) of a similar sum
determined for all participants.
(h) Notwithstanding anything herein to the contrary, the
effective date otherwise provided for herein for the
application of Code Section 416 to this Plan (Plan years
beginning after December 31, 1983) shall be extended in
accordance with any legislative act of Congress.
ARTICLE XVII
Disabled Employee Participants
17.1 Contributions Cease on Disability. Notwithstanding
anything in this Plan to the contrary, when an employee-participant
commences to receive benefits because of disability as defined in
this Plan, he shall not be permitted to continue contributions, and
all Company contributions for his benefit shall cease until such
time as he again qualifies as a full time active employee.
17.2 Vesting at Disability. During any period of time in
which a participant shall qualify for benefits because of
disability as defined in this Plan, he shall be treated as if his
employment is continuous for purposes of vesting and shall continue
to vest at the rate provided by ARTICLE VIII herein.
17.3 Distribution. At such time as a disabled participant
attains eligibility for retirement pursuant to Paragraph 15.15
herein, his or her fully vested accounts may then be distributed in
accordance with Plan provisions.
IN WITNESS WHEREOF, the Company has caused this Twenty-second
Amendment to be executed by its authorized Officers and its Cor-
porate Seal to be hereunto affixed, and the Trustees have executed
this Trust, all on the day of ,
19 .
KANSAS CITY LIFE INSURANCE COMPANY
By:
Its: Vice President
ATTEST:
By:
Its: Assistant Secretary
TRUSTEES
