fidelitypartagmtamd2.htm

Kansas City Life Insurance Company

Mr. Bruce Olberding

3520 Broadway

Kansas City, MO 64111

Re:	Participation Agreement among Variable Insurance Products Fund, Variable Insurance Products Fund II, Variable Insurance Products Fund III, Fidelity Distributors Corporation (the “Underwriter”) and Insurance Company (the “Company”), dated February 11, 2007, as amended (the “Participation Agreement”)

Dear Mr. Olberding:

The Company, the Underwriter and the above referenced Variable Insurance Products Funds (the “Current Funds”) are parties to the above-referenced Participation Agreement. As explained in the notice sent to you on May 3, 2007, Fidelity is in the process of reorganizing some of the portfolios of the Current Funds (the “Affected Portfolios”) for administrative purposes. In connection with this reorganization, the Affected Portfolios will be moved into corresponding “shell” portfolios of a new Variable Insurance Products Fund V (“Fund V”). A list of all of the Affected Portfolios covered by the reorganization and the corresponding Fund V portfolios is set forth on the attached Exhibit.

In connection with this change, we are asking for your consent to (1) the amendment of the Participation Agreement to add Fund V as a “Fund” party under the terms of the Participation Agreement (the “Amendment”) and (2) the assignment of all of the Current Funds’ rights, benefits and obligations under the Participation Agreement with respect to the Affected Portfolios to Fund V, with respect to the corresponding portfolios of Fund V, and the release of the Current Funds from the obligations so assigned (the “Assignment”). The Participation Agreement will remain in full force and effect in accordance with its terms, as so amended and assigned herein.

Your signature below will indicate the Company’s consent to the Amendment and Assignment of the Participation Agreement as set forth above, to become effective immediately upon consummation of the reorganization.

Thank you for your prompt attention to this matter. If for some reason we cannot obtain your signature prior to the reorganization, and the Company submits orders or instructions under the Participation Agreement thereafter, we will deem the Company to have consented to these matters. Please do not hesitate to contact your Fidelity Relationship Manager or Key Account Manager if you have any questions.

Very truly yours,

FIDELITY DISTRIBUTORS CORPORATION

By: /s/ William Loehning

Name: William Loehning

Title: Executive Vice President

VARIABLE INSURANCE PRODUCTS FUND,

VARIABLE INSURANCE PRODUCTS FUND II

VARIABLE INSURANCE PRODUCTS FUND III,

VARIABLE INSURANCE PRODUCTS FUND IV, and

VARIABLE INSURANCE PRODUCTS FUND V

By: /s/ Kimberly Monasterio

Name: Kimberly Monasterio

Title: Treasurer

The Undersigned Consents to the Amendment and Assignment of the Participation Agreement as of this 29th day of May 2007:

KANSAS CITY LIFE INSURANCE COMPANY

By: /s/ Bruce Olberding

Name: Bruce Olberding

Title: Vice President Broker/Dealer

Please keep one copy and return the other to:

Sharon Salter

Director, Contracts Management

Fidelity Investments

100 Salem Street, 02N

Smithfield RI 02917

EXHIBIT A

AFFECTED PORTFOLIOS

Variable Insurance Products Fund

Money Market Portfolio

Variable Insurance Products Fund II

Asset Manager Portfolio

Asset Manager: Growth Portfolio

Investment Grade Bond Portfolio

Variable Insurance Products Fund IV

Freedom Income Portfolio

Freedom 2005 Portfolio

Freedom 2010 Portfolio

Freedom 2015 Portfolio

Freedom 2020 Portfolio

Freedom 2025 Portfolio

Freedom 2030 Portfolio

FundsManager 20% Portfolio

FundsManager 50% Portfolio

FundsManager 70% Portfolio

FundsManager 85% Portfolio

Strategic Income Portfolio

FUND V PORTFOLIOS

Variable Insurance Products Fund V