VOTING AGREEMENT

 

This VOTING AGREEMENT, dated as of October 31, 2004 (the "Agreement"), is made by and among Lee M. Vogel, in his capacity as Proxyholder ("Proxyholder"), the beneficialholders, who in the aggregate have the right to vote over 50% of the issued and outstanding shares of the common stock, par value $1.25 per share (the "Common Stock") of Kansas City Life Insurance Company, a Missouri legal reserve life insurance corporation (the "Company") and are executing this Agreement (collectively referred to as the "Beneficialholders") and the holders of record of the shares of Common Stock who are executing this Agreement (collectively referred to as the "Recordholders").

 

WHEREAS, the Beneficialholders as of the date of this Agreement have the right to vote the number of shares of Common Stock set forth on Schedule A and consist of the following individuals and trusts: Robert Philip Bixby; Walter E. Bixby, III; Angeline I. Bixby f/k/a Angeline I. O'Connor ("Angeline I. Bixby"); Nancy Bixby Hudson; Lee M. Vogel; James Phillip Bixby; Nancy Bixby Hudson GST Trust dated December 18, 1997, as Amended March 4, 2002; Issue Trust For Nancy Bixby Hudson dated December 18, 1997, as Amended March 4, 2002; Issue Trust For Lee M. Vogel dated December 18, 1997, as amended March 5, 2002; Walter E. Bixby, Jr. Revocable Trust dated July 28, 1999, as amended; Walter E. Bixby Descendants Trust dated as of December 30, 1976; Robert Phillip Bixby GST Trust dated August 12, 1999; Issue Trust for Robert Phillip Bixby dated August 12, 1999; Walter E. Bixby, III GST Trust dated August 12, 1999; Issue Trust for Walter E. Bixby, III dated August 12, 1999; Angeline I. O'Connor GST Trust dated August 12, 1999; and Issue Trust for Angeline I. O'Connor dated August 12, 1999;

 

WHEREAS, the Recordholders as of the date of this Agreement own the number of shares of Common Stock set forth on Schedule A and consist of the following individuals, partnerships and trusts: Robert Philip Bixby; Walter E. Bixby, III; Angeline I. Bixby; Nancy Bixby Hudson; Lee M. Vogel; James Phillip Bixby; JRB Interests Ltd., a Texas partnership; W.E.B. Interests Ltd., a Texas partnership; Nancy Bixby Hudson Trust dated December 11, 1997; the Walter E. Bixby Descendants Trust dated as of December 30, 1976; Walter E. Bixby Descendants Trust dated as of December 30, 1976; Robert Philip Bixby as custodian for the minor children of Walter E. Bixby, III and Angeline I. Bixby and Walter E. Bixby, III, as Custodian for the minor children of Robert Philip Bixby;

 

WHEREAS, (a) the number of shares of Common Stock owned by each Recordholder and (b) the number of shares of Common Stock which each Beneficialholder is entitled to vote, may change from time to time which change must be reported by each Recordholder and Beneficialholder in accordance with the Securities Exchange Act of 1934, as amended (the "Exchange Act"); the number of shares of Common Stock of which each Recordholder is the record owner and the Beneficialholder is entitled to vote at any particular future point of time being referred to herein as the "Shares";

 

 

 

 

 

WHEREAS, the Shares are listed on the Nasdaq Stock Market, Inc. ("Nasdaq");

 

WHEREAS, the revised listing standards of the Nasdaq ("Revised Listing Standards") require public companies with securities listed on the Nasdaq to have (i) a board of directors consisting of a majority of independent directors, (ii) directors recommended to the board of directors by an independent nominating committee or the independent directors of the public company, and (iii) chief executive officer compensation recommended by an independent compensation committee or the independent directors of the public company, unless in each case more than 50% of the Company's common stock is controlled by one person or group (the "Exception");

 

WHEREAS, the foregoing requirements of the Revised Listing Standards impose additional costs and expenses on the Company;

 

WHEREAS, each Beneficialholder is related to the other Beneficialholders by family relationship;

 

WHEREAS, certain Beneficialholders share voting power for certain of the Shares as indicated in such Beneficialholder's public filings with the Securities and Exchange Commission (the "SEC");

 

WHEREAS, based on the Company's Notice of Annual Meeting of Beneficialholders April 22, 2004 and Proxy Statement filed with the SEC on March 30, 2003, the Company had 11,936,472 shares of Common Stock issued and outstanding as of September 29, 2004;

 

WHEREAS, the Beneficialholders currently have the right to vote more than 50% of the issued and outstanding shares of Common Stock and desire to form a group pursuant to which all of their Shares will be voted together in order to enable the Company to comply with the Exception to the Revised Listing Standards;

 

WHEREAS, pursuant to this Agreement each Beneficialholder desires the applicable Recordholder, and such Recordholder agrees, to vote the Shares beneficially owned by such Beneficialholder in accordance with the instructions given by the Proxyholder until such Beneficialholder provides written instruction to the Recordholder that (i) he, she or it is withdrawing from the terms of this Agreement or (ii) the Agreement is terminated;

 

NOW THEREFORE, in consideration of the foregoing and the mutual covenants and agreements set forth herein, the parties hereto agree as follows:

 

 

 

 

 

 

 

 

 

 

 

Each party to this Agreement represents, warrants and covenants to the other parties hereto as follows:

 

 

 

 

 

 

 

 

 

 

Each Beneficialholder represents and warrants to the Proxyholder that Schedule A sets forth as of the date hereof, opposite each Beneficialholder's name, (i) the number of Shares of which such Beneficialholder is the beneficial owner and is entitled vote or share in voting, (ii) the name of the Recordholder of such Shares, and (iii) the percentage of the issued and outstanding Common Stock which the Beneficialholder has the right to vote.

 

 

Each Recordholder represents and warrants to the Proxyholder that such Recordholder is the owner of record of the number of Shares set forth on Schedule A opposite the name of the related Beneficialholder.  Each Recordholder represents that the Beneficialholder has the power to vote or shares the power to vote the Shares set forth opposite their name.

 

 

 

 

 

 

 

 

 

 

 

 

(Name of Beneficialholder or Recordholder)

c/o General Counsel

Kansas City Life Insurance Company

3520 Broadway

Kansas City, MO  64111

Facsimile:  (816) 931-4699

 

Kansas City Life Insurance Company

c/o General Counsel

3520 Broadway

Kansas City, MO  64111

Facsimile:  (816) 931-4699

 

Lee M. Vogel

c/o Kansas City Life Insurance Company

3520 Broadway

Kansas City, MO  64111

Facsimile:  (816) 931-4699

or to such other address as such party shall have designated by notice to each of the other parties in accordance with Section 6(c).

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

IN WITNESS WHEREOF, the parties have duly executed this Voting Agreement as of the date first above written.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SCHEDULE A

 

COMPANY COMMON STOCK OWNERSHIP

(As of September 29, 2004)

 

EXHIBIT A

Revocable Proxy

The undersigned hereby constitutes and appoints Lee M. Vogel, with full power of substitution and re-substitution, as the sole and exclusive attorney and proxy for and in the name, place and stead of such holder, to vote all shares (the "Shares") of Common Stock, $1.25 par value of Kansas City Life Insurance Company, a Missouri legal reserve life insurance corporation (the "Company") that such undersigned is now or hereafter entitled to vote (or give consent) at any and all meetings, annual or special, of stockholders of the Company or any adjournments thereof which may be held hereafter, and to execute any written consent of stockholders of the Company in lieu of any such meeting with respect to such Shares, all as Lee M. Vogel shall determine in his sole discretion.  THIS PROXY AND POWER OF ATTORNEY IS REVOCABLE.

 

The undersigned hereby revokes, effective upon the execution and delivery of this proxy, all other proxies and powers of attorney with respect to the Shares that such holder may have heretofore appointed or granted.  The undersigned agrees that no subsequent proxy or power of attorney (except in furtherance of such holder's obligations hereunder) shall be given with respect to the Shares by such holder so long as such holder's Shares are subject to this proxy or the Voting Agreement dated as of October 31, 2004 among certain Lee M. Vogel, in his capacity as proxyholder and certain beneficial owners and owners of record of the Shares each who executes the Voting Agreement.  The proxy granted hereunder may extend beyond one year from the date hereof, and shall automatically be revoked and of no further force and effect upon receipt by the Company of a written revocation of the proxy.  All authority conferred herein shall survive the death or incapacity of each undersigned and any obligation of such undersigned shall be binding upon the heirs, personal representatives and successors of such holder.

 

 

 

 

 

 

FIRST AMENDMENT TO

VOTING AGREEMENT

 

This First Amendment Agreement to, dated as of May 15, 2007 (the "Agreement"), is made by and among Lee M. Vogel, in his capacity as Proxyholder ("Proxyholder"), the beneficialholders, who in the aggregate have the right to vote over 50% of the issued and outstanding shares of the common stock, par value $1.25 per share (the "Common Stock") of Kansas City Life Insurance Company, a Missouri legal reserve life insurance corporation (the "Company") and are executing this Agreement (collectively referred to as the "Beneficialholders") and the holders of record of the shares of Common Stock who are executing this Agreement (collectively referred to as the -Recordholders").

 

Blake Chandler Bixby owns 8,172 shares of Common Stock for which he is the recordholder, the beneficialholder and has the sale right to vote. By executing this First Amendment to Voting Agreement he agrees to be bound by all the terms and conditions of the Voting Agreement including the appointment of Lee Vogel as Proxyholder by signing a proxy in the form of Exhibit A attached to the Voting Agreement.