Item 5.03 - Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On October 29, 2007, the Board amended Article VII of the Bylaws to provide for the issuance of uncertificated shares. The Board adopted this amendment to comply with new rules adopted by NASDAQ and approved by the SEC. As amended, the Bylaws permit investors with shares registered in their names by book entry to obtain a certificate representing the shares by written request to the Company's registrar or transfer agent. Prior to this amendment, the Bylaws were silent on the issuance of uncertificated shares.

The full text of the amendment to Article VII and the Amended and Restated Bylaws are filed herewith as Exhibits 3.1 and 3.2, respectively.

Item 9.01 - Financial Statements and Exhibits

Exhibit 3.1 

Article VII of the Company's Bylaws is hereby amended in its entirety to read as follows:

ARTICLE VII

CERTIFICATES OF STOCK AND THEIR TRANSFER

Section 1: Certificates of Stock. The shares of stock of the Company shall be represented by stock certificates, provided that the Board of Directors may provide by resolution that some or all of any class or series of stock shall be uncertificated shares. The format and content of Company stock certificates shall be determined by the Board of Directors. These certificates must be signed, manually, by facsimile or otherwise, by the President or any Vice President, and by the Secretary or any Assistant Secretary. All stock certificates must bear the corporate seal. All stock certificates must be consecutively numbered. The stockholder's name, the number of shares issued to the owner and the date issued must be duly recorded by the Company. All stock certificates surrendered to the Company for transfer will be cancelled, and no new certificate will be issued until the certificate for the shares being replaced has been surrendered to the Company.

Section 2: Lost Certificates. If a certificate of stock is allegedly lost, stolen or destroyed, the Company may issue a new certificate. The Company may require the owner of such certificate to give a good and sufficient bond to indemnify the Company against any claim that may be made against it on account of the alleged loss, theft or destruction, or the issuance of the new certificate.

Section 3: Transfer of Shares. Subject to the restrictions, if any, stated or otherwise noted with respect to any shares of stock, shares of stock may be transferred upon the books of the Company: (i) if such shares are certificated, by the surrender to the Company or to any transfer agent of the Company of a certificate for shares with an assignment or power of transfer endorsed thereon or delivered therewith, duly executed, with such proof or guarantee of the authenticity of the signature and of authority to transfer and of payment of transfer taxes as the Company or any transfer agent may require, or (ii) if such shares are uncertificated, by notification to the Company or to any transfer agent of the Company of the transfer of such shares, accompanied by written authorization duly executed with such proof or guarantee of the authenticity of the signature and of authority to transfer and of payment of transfer taxes as the Company or its agents may require. The Board of Directors may appoint a transfer agent and one or more co-transfer agents and registrar and one or more co-registrars and may make or authorize any such agents to make all such rules and regulations deemed expedient concerning the issue, transfer and registration of shares of stock of the Company. The person in whose name shares stand on the books of the Company is considered the owner for all purposes of the Company.

Section 4: Treasury Stock. All issued and outstanding stock of the Company that may be purchased or otherwise acquired by the Company shall be Treasury Stock, and the Directors of the Company shall be vested with authority to resell said shares for such price and to such person or persons as the Board of Directors may determine. Such stock shall neither vote nor participate in dividends while held by the Company.

Exhibit 3.2

BYLAWS

OF

KANSAS CITY LIFE

INSURANCE COMPANY

Amended and Restated October 29, 2007

SUMMARY OF CONTENTS

BYLAWS

OF

KANSAS CITY LIFE INSURANCE COMPANY

ARTICLE I

OFFICES

The principal business office of the Company in the State of Missouri shall be located in Kansas City. The Company may have such other offices, either within or without the State of Missouri, as the business of the Company may require from time to time. The Registered Office of the Company in the State of Missouri may be, but need not be, identical with the address of its principal business office in the State of Missouri, and the Registered Office may be changed from time to time by the Board of Directors.

ARTICLE II

STOCKHOLDERS

Section 1: Annual Meetings. Annual Meetings of the Stockholders shall be held at 9:00 a.m., on the Thursday immediately preceding the fourth Monday in April of each year for the purpose of electing Directors and for the transaction of such other business as may properly come before the meeting pursuant to the provisions of this Article. If the day fixed for the Annual Meeting shall be a legal holiday, such meeting shall be held on the next succeeding business day. If the election of Directors shall not be held on the day designated herein for any Annual Meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a Special Meeting of the Stockholders as soon thereafter as such a meeting conveniently may be held.

Section 2: Special Meetings. Special Meetings of the Stockholders may be called by resolution of the Board of Directors, or by the written request of the President, or the Secretary, or a majority of the members of the Board of Directors, or by the written request of holders of not less than a majority of all the outstanding shares of stock of the Company. Such resolution or request shall state specifically the business to be transacted at the Special Meeting. A copy of any such written request shall be delivered to the Secretary of the Company, who shall cause a written or printed notice of the Special Meeting complying with the provisions of this Article to be delivered to the Stockholders.

Section 3: Place of Meeting. Annual and Special Meetings of the Stockholders shall be held at such place, within or without the State of Missouri, as is designated by the Board of Directors. A Special Meeting called by the stockholders shall be held at the principal business office of the Company.

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

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

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

Section 7: Quorum. A majority of the outstanding shares of the Company, represented in person or by proxy, shall constitute a quorum at any meeting of the Stockholders; provided, however, that if less than a majority of the outstanding shares is represented at said meeting, a majority of the shares so represented may adjourn the meeting, from time to time without further notice, to a date not longer than ninety (90) days from the date originally set for such meeting.

Section 8: Proxies. At all meetings of Stockholders, a Stockholder may vote either in person or by proxy executed by such Stockholder or by such Stockholder's duly authorized attorney-in-fact, but the proxy shall be a legal voter of the Company; provided, however, that all proxies are subject to the provisions of Section 375.191, RSMo, or any successor statutes. Such proxy shall be in writing, shall state the name of the person to cast the vote and the date of the meeting at which the vote shall be cast, and such proxy shall be filed with the Secretary of the Company before or at the time of the meeting. No proxy shall be valid after eleven (11) months from the date of its execution, unless otherwise provided in the proxy.

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

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

ARTICLE III

DIRECTORS

Section 1: General Powers. The business and affairs of the Company shall be managed by its Board of Directors.

Section 2: Number, Election, and Term of Directors. The Board of Directors shall consist of the number of members set forth in the Articles of Incorporation of the Company from time to time, who shall be elected in the manner and for the term set forth in those Articles from time to time. Each Director shall hold office until his or her successor has been elected and has qualified.

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

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

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

Section 4: Removal of Directors. At a meeting called expressly for that purpose, one or more Directors or the entire Board of Directors may be removed, with or without cause, by the vote of the holders of more than two-thirds of the shares then entitled to vote at an election of the Directors. If less than the entire Board is to be removed, no one of the Directors may be removed if the votes cast against his or her removal would be sufficient to elect him or her if cumulatively voted at an election of the class of Directors of which he or she is a part. Any Director may be removed for cause upon the affirmative vote of more than two-thirds of all Directors then in office. Written notice of the proposed removal shall be given to all Directors of the Company according to the procedures described in these Bylaws for delivery of notices of meetings of Directors.

Section 5: Vacancies. In case of the death, resignation, or removal of one or more of the Directors, a majority of the remaining Directors voting on the issue may elect a replacement Director to fill the resulting vacancy or vacancies, such replacement Director to serve the balance of the vacated term and until his or her successor is elected.

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

ARTICLE IV

MEETINGS OF THE BOARD OF DIRECTORS

Section 1: Annual and Regular Meetings. The Annual Meeting of the Board of Directors shall be held in the second quarter no more than thirty (30) days after the Annual Meeting of Stockholders for the transaction of such business as may properly come before the meeting.  Regular Meetings of the Board shall be held in each of the remaining three quarters of the year at such times as the Chairman of the Board or the Board of Directors may designate from time to time. Notice of any Annual or Regular Meeting shall be given as set forth in Article IV, Section 3.

Section 2: Special Meetings. Special Meetings of the Board of Directors may be called by or at the written request of the President, or the Secretary, or by a majority of the Board of Directors. A copy of such written request shall be delivered to the Secretary of the Company, who shall cause a written or printed notice of the Special Meeting complying with the provisions of this Article to be delivered to the Directors.

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

Section 4: Place of Meeting. Meetings of the Board of Directors shall be held at such place, within or without the State of Missouri, as shall be provided for in the resolution, notice, waiver of notice or call of such meeting, or if not otherwise designated, at the principal business office of the Company.

Section 5: Quorum and Voting. Except as may be otherwise specifically provided by statute, by the Articles of Incorporation, or by these Bylaws, a majority of the total number of Directors then in office shall constitute a quorum for the transaction of business, and the vote of a majority of the Directors present at any meeting at which a quorum is present shall be the act of the Board of Directors; provided, however, that if less than a majority of the Directors are present at said meeting, a majority of the Directors present may adjourn the meeting from time to time, and such adjourned meeting may be reconvened without further notice.

Section 6: Actions of the Board of Directors Without a Meeting. Any action that is required to be or may be taken at a meeting of the Directors may be taken without a meeting if consents in writing, setting forth the action so taken, are signed by all of the Directors then in office. Such consents shall have the same force and effect as a unanimous vote of the Directors at a meeting duly held upon proper notice thereof, and may be stated as such in any certificate or document. The Secretary shall file such consents with the minutes of the meetings of the Board of Directors.

Section 7: Participation. Members of the Board of Directors or of any Committee designated by the Board of Directors may participate in a meeting of the Board or Committee by means of conference telephone call or similar means of communication as long as all persons participating in the meeting can hear each other person. Participation in a meeting in this manner shall constitute presence in person at the meeting.

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

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

The President, or in his or her absence the Vice Chairman of the Board, is authorized to invite any Director to sit on the Executive Committee at any of its meetings in the place of any duly appointed member of the Executive Committee who may be absent. Any Director so invited to sit in the place of an absent member of the Executive Committee shall have the same rights, privileges, and powers as possessed by the regular member of the Executive Committee and shall receive the same compensation as a regular member, provided, however, that a salaried Officer of the Company shall not receive compensation for serving on the Executive Committee, and provided further, that it shall not be incumbent upon the President or Vice Chairman of the Board to invite a Director to sit on the Executive Committee on all occasions when a regular member is absent.

Section 10: Evaluating Acquisition Proposals.

1. In exercising its business judgment concerning any acquisition proposal, as defined below, the Board of Directors of the Company may consider the following factors, among any others that it deems relevant:

(a) The consideration being offered in the acquisition proposal in relation to the Board's estimate of:

(i) The current value of the Company in a freely negotiated sale of either the Company by merger, consolidation or otherwise, or all or substantially all of the Company's assets;