Exhibit 10 (b), Form 10-K
Kansas City Life
Insurance Company
TWENTY-THIRD AMENDMENT
KANSAS CITY LIFE INSURANCE COMPANY
SAVINGS AND PROFIT SHARING PLAN
THIS TWENTY-THIRD 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 Xxxx X. Xxxxxxxx, Xxxxxx X. Xxxxxx and Xxxx 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, with no duplica-tion of
credit for hours under Subparagraphs (a), (b) and (c). These hours shall be
credited to the employee for the computation period or periods to which the
award or agreement pertains rather than the computation period in which the
award, agreement or payment is made. With respect to periods described in
Subparagraph (c) below, crediting of back pay hours shall be subject to the
limitations set forth in that Subparagraph.
(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. No hour
shall be credited based on any payment under a plan maintained solely to
comply with applicable workers' compensation, unemployment compensation, or
disability insurance laws, or which solely reimburses an employee for
medical or medically-related expenses incurred by the employee. No more
than five hundred one (501) hours shall be credited under this Subparagraph
for any con-tinuous period during which the employee did not or would not
have performed duties. Hours of service for periods of time during which no
duties are performed under Subparagraphs (b) and (c) shall be calculated
and credited according to Department of Labor Regulations 2530.200b-2(b)
and (c).
(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.
Aftera 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.
Aftera 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 Insurance
Company. If the Company or any affiliated participating company
shall make its contribution in cash, the Trustees shall have the
authority to purchase shares, acting independently as to when
purchases are made, the number of shares to be purchased, the
prices to be paid, and the broker, if any employed, to effect the
purchases. The contributions of any participating affiliated
corporation shall be converted to stock in such manner as shall
be satisfactory to the Trustees and the respective companies from
time to time. For purposes of fixing the amount of contributions
made with shares of treasury stock, or shares of authorized but
unissued stock, and commencing with the valuation date of the
Plan in June, 1982, such stock shall be valued at the average of
its bid price on the over-the-counter market for all business
days following the previous monthly valuation date. In the event
the Company is precluded from delivering such shares to the
Trustees by law or because of the unavailability of such shares,
the Company'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 Years of Percentage
Employment Vested Employment Vested
1 0 5 60
2 0 6 80
3 30 7 100
4 40
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, or as otherwise provided in Section 401(a)(13) of
the Internal Revenue Code, shall not be alienable, either by assignment or
by any other method, and to the maximum extent permissible by law, shall
not be subject to being taken, by any process whatever, by the creditors of
such participant, retired participant or beneficiary.
15.4 No Right to Employment. Nothing herein contained nor any action taken
under the provisions hereof shall be construed as giving any employee the
right to be retained in the employment of the Company.
15.5 Unknown Heirs. If within four (4) years after any distribution becomes
due to a participant, retired participant or 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, and adjusted annually for increases in the
cost of living as permitted under Section 415(d) of the Internal
Revenue Code) times 1.25, or (ii) the percentage of compensation
limit for such year times 1.4.
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.
15.32Affiliated 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).
15.36 Contribution Under Mistake of Fact. If a contribution is made by the
Company by a mistake of fact, such contribution may be returned to the
Company within one (1) year after the payment of the contribution. Any
contribution returned to the Company shall not include any investment
earnings thereon, but shall be net of any investment losses thereon.
15.37 Contributions Conditioned on Deductibility. Company contributions are
expressly conditioned upon deductibility of contributions under Section 404
of the Internal Revenue Code. If any part or all of a contribution is
disallowed as a deduction under Section 404, then to the extent a
contribution is disallowed as a deduction, it may be returned to the
Company within one (1) year after the later of the date of payment of the
contribution or the date the deduction for the contribution was disallowed.
Any con-tributions returned shall not include any investment earnings
thereon, but shall be net of any investment losses thereon.
ARTICLE XVI
Top Heavy Provisions
16.1 Compensation Limits. With respect to compensation as defined in this
Plan, for any Top Heavy Plan year, compensation in excess of two hundred
thousand dollars ($200,000.00), or such other amount as the Secretary of
the Treasury may designate, shall be disregarded. Beginning January 1,
1989, compensation to be 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 contributions.
4. Notwithstanding the foregoing, so long as any non-key
employee is covered by both the Company's Pension Plan and
this Plan, the minimum 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-third
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
