EXHIBIT 10.10.2
SECOND AMENDMENT TO
THE DST SYSTEMS, INC. PROFIT SHARING PLAN
AND TRUST AGREEMENT
(1996 Restatement)
WHEREAS, by written instrument dated December 30, 1996, DST Systems, Inc.
amended and restated The DST Systems, Inc. Profit Sharing Plan and Trust
Agreement (1996 Restatement); and
WHEREAS, DST Systems, Inc., in Section 11.02 of said Plan, reserved the
right to amend the Plan;
WHEREAS, DST Systems, Inc., finds it desirable to amend the Plan to
establish uniform quarterly distribution dates for certain distributions of
certain participants' accounts; to clarify the treatment of Qualified Domestic
Relations Orders ("QDROs"); and to make conforming and clarifying changes
related to the above; and UMB Bank, N.A. agrees to such amendment.
NOW, THEREFORE, DST Systems, Inc. and UMB Bank, N.A. agree that The DST
Systems, Inc. Profit Sharing Plan and Trust Agreement (1996 Restatement) be
amended as follows:
1. The first paragraph of Section 6.01 is amended to read as follows:
Unless, pursuant to Section 6.03, the Participant or the Beneficiary
elects in writing to a different time or method of payment, the Advisory
Committee will direct the Trustee to commence distribution of a
Participant's Nonforfeitable Accrued Benefit in accordance with this
Section 6.01. A Participant must consent, in writing, to any distribution
required under this Section 6.01 if the present value of the Participant's
Nonforfeitable Accrued Benefit, at the time of the distribution to the
Participant, exceeds $5,000 and the Participant has not attained the later
of Normal Retirement Age or age 62. Furthermore, the Participant's spouse
also must consent, in writing, to any distribution, for which Section 6.04
requires the spouse's consent. For all purposes of this Article VI, the
term "annuity starting date" means the first day of the first period for
which the Plan pays an amount as an annuity or in any other form. For all
purposes of this Plan, the "distribution date" is the 90th day after the
end of the Plan Year or as soon as administratively practicable thereafter
(a "distribution date" or "annual distribution date") unless the Plan
specifies that distribution may also be made on the 30th day after the end
of any of the first three calendar quarters of a Plan Year or as soon as
administratively practicable thereafter (a "quarterly distribution date").
For purposes of the consent requirements under this Article VI, if the
present value of the Participant's Nonforfeitable Accrued Benefit, at the
time of any distribution, exceeds $5,000, the Advisory Committee must treat
that present value as exceeding $5,000 for purposes of all subsequent Plan
distributions to the Participant.
2. Subsection 6.01(C)(1) is amended to read as follows:
(1) DECEASED PARTICIPANT'S NONFORFEITABLE ACCRUED BENEFIT DOES
NOT EXCEED $5,000. The Advisory Committee, subject to the
requirements of Section 6.04, must direct the Trustee to pay the
deceased Participant's Nonforfeitable Accrued Benefit in a single cash
sum, on the annual or quarterly distribution date following the end of
the calendar quarter in which the Participant's death occurs, or, if
later, in which the Advisory Committee receives notification of or
otherwise confirms the Participant's death, or as soon as
administratively practicable thereafter.
3. Subsection 6.03(A) is amended to read as follows:
(A) PARTICIPANT ELECTIONS AFTER TERMINATION OF EMPLOYMENT. If the present
value of a Participant's Nonforfeitable Accrued Benefit exceeds $5,000, he
may elect to have the Trustee commence distribution as of any annual or
quarterly distribution date, but not earlier than the first annual
distribution date after the close of the Plan Year in which the
Participant's Separation from Service occurs. The Participant may
reconsider an election at any time prior to the annuity starting date and
elect to commence distribution as of any later annual or quarterly
distribution date after the end of any subsequent calendar quarter after
the last day of the Plan Year in which his Separation from Service
occurred, or as soon as administratively practicable thereafter. In the
case of (i) a Participant who has attained age 55 on or before the date of
his Separation from Service, or (ii) a Participant whose Separation from
Service occurs because of his disability, the Participant, in addition to
the benefit payment elections provided for in the first two sentences of
this Section 6.03(A), shall have the right to elect to have the Trustee
commence distribution as of any annual or quarterly distribution date after
the end of the calendar quarter in which his Separation from Service
occurs, or as soon as administratively practicable thereafter. A
Participant who has separated from Service may elect distribution as of any
annual or quarterly distribution date after the last day of the Plan Year
in which his Separation from Service occurred, or as soon as
administratively practicable thereafter, irrespective of the restrictions
otherwise applicable under this Section 6.03(A). If the Participant is
partially vested in his Accrued Benefit, an election under this paragraph
(A) to distribute prior to the Participant's incurring a Forfeiture Break
in Service (as defined in Section 5.08), must be in the form of a cash-out
distribution (as defined in Article V). A Participant may not receive a
cash-out distribution if, prior to the time the Trustee actually makes the
cash-out distribution, the Participant returns to employment with an
Employer.
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4. Section 6.03(B) is amended to read as follows:
(B) PARTICIPANT ELECTIONS PRIOR TO TERMINATION OF EMPLOYMENT.
(1) AT NORMAL RETIREMENT AGE. After a Participant attains Normal
Retirement Age, the Participant, until he retires, has a continuing
election to receive all or any portion of his Accrued Benefit. A
Participant must make an election under this paragraph on a form prescribed
by the Advisory Committee at any time during the Plan Year for which his
election is to be effective. In his written election, the Participant must
specify the percentage or dollar amount he wishes the Trustee to distribute
to him. The Participant's election relates solely to the percentage or
dollar amount specified in his election form and his right to elect to
receive an amount, if any, for a particular Plan Year greater than the
dollar amount or percentage specified in his election form terminates on
the Accounting Date. The Trustee must make a distribution to a Participant
in accordance with his election under this paragraph on the annual or
quarterly distribution date after the end of the calendar quarter within
which the Participant files his written election with the Trustee, or as
soon as administratively practicable thereafter. The Trustee will
distribute the balance of the Participant's Accrued Benefit not distributed
pursuant to his election(s) in accordance with the other distribution
provisions of this Plan.
(2) PRIOR TO NORMAL RETIREMENT AGE. For purposes of this paragraph,
the terms "eligible retirement plan," "direct rollover" and "eligible
rollover distribution" shall have the meanings ascribed to them in Section
6.08. Any Participant who has attained 59-1/2 and has at least five Years
of Service, until he retires, has a continuing election to direct the
Trustee to pay directly to an eligible retirement plan specified by the
Participant in a direct rollover all or any portion, with a minimum portion
of 20%, of his Nonforfeitable Accrued Benefit, provided that the payment is
an eligible rollover distribution. A Participant may make an election under
this paragraph on a form prescribed by the Advisory Committee at any time
during the Plan Year for which his election is to be effective. In his
written election, the Participant must specify the percentage or dollar
amount he wishes the Trustee to distribute. The Participant's election
relates solely to the percentage or dollar amount specified in his election
form and his right to elect to have directly rolled over an amount, if any,
for a particular Plan Year greater than the dollar amount or percentage
specified in his election form terminates on the Accounting Date. The
Trustee must pay the amount specified by the Participant in a direct
rollover in accordance with the Participant's election under this paragraph
on the annual or quarterly distribution date after the end of the calendar
quarter within which the Participant files his written election with the
Trustee, or as soon as administratively practicable thereafter. The Trustee
will distribute the balance of the
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Participant's Nonforfeitable Accrued Benefit not distributed pursuant to
this election(s) under this Section 6.03(B) in accordance with the other
distribution provisions of this Plan.
If the Trustee makes a distribution (other than a cash-out
distribution described in Section 5.04) to a partially-vested Participant
pursuant to this Section 6.03(B), the Advisory Committee will establish a
separate Account for the Participant's Accrued Benefit. At any relevant
time following the distribution, the Advisory Committee will determined the
Participant's Nonforfeitable Accrued Benefit derived from Employer
contributions in accordance with the following formula: (P(AB+(RxD)) -
(RxD).
To apply this formula, "P" is the Participant's current vesting
percentage at the relevant time, "AB" is the Participant's Employer-derived
Accrued Benefit at the relevant time, "R" is the ratio of the Accrued
Benefit at the relevant time to the Accrued Benefit after the earlier
distribution, and "D" is the amount of the earlier distribution.
5. The second paragraph of Section 6.03(E) is amended to read as follows:
A Participant must make a written election under this Section 6.03(E)
on a form prescribed by the Advisory Committee not more than 90 nor less
than 60 days before the end of the calendar quarter preceding the
distribution. The distribution in accordance with the Participant's
timely-filed election will be made on the annual or quarterly distribution
date following the end of such calendar quarter or as soon as
administratively practicable thereafter.
6. The first paragraph of Section 6.07 is amended to read as follows:
Nothing contained in this Plan prevents the Trustee, in accordance
with the direction of the Advisory Committee, from complying with the
provisions of a qualified domestic relations order (as defined in Code
Section 414(p)). This Plan specifically permits distribution to an
alternate payee under a qualified domestic relations order on any annual or
quarterly distribution date or as soon as administratively practicable
thereafter, irrespective of whether the Participant has attained his
earliest retirement age (as defined under Code Section 414(p)) under the
Plan. A distribution to an alternate payee prior to the Participant's
attainment of earliest retirement age is available only if the order
specifies distribution at that time or permits an alternate payee to elect
such earlier distribution. Nothing in this Section 6.07 allows an alternate
payee to receive distribution at a time otherwise not permitted under the
Plan nor in a form of payment not permitted under the Plan, nor
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does it allow a Participant to receive distribution at a time or in a form
not authorized by Plan terms other than this Section 6.07.
7. Section 10.14 is amended to read as follows:
10.14 VALUATION OF TRUST. The Trustee must value the Trust Fund as
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of each Accounting Date to determine the fair market value of each
Participant's Accrued Benefit in the Trust. The Trustee also must value
the Trust Fund on the last day of each calendar quarter and such other
dates as directed in writing by the Advisory Committee.
8. Section 14.01 is amended to read as follows:
14.01 REQUEST FOR WITHDRAWAL DUE TO FINANCIAL HARDSHIP. Every
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Participant who has completed four (4) Years of Service for vesting
purposes, as defined in Sections 5.06 and 5.08, may request to withdraw all
or any portion, at his option, but not to exceed the value of such
Participant's vested interest which would be available under Section 5.03,
of the balance of his Accrued Benefit as the same shall stand on the last
day of the calendar quarter in which such request is made (after completion
of all adjustments to be made thereto as of the end of the calendar quarter
in which such request is made). Effective for Plan Years beginning after
December 31, 1989, a Participant may make such a withdrawal request if he
has either completed four (4) Years of Service for vesting purposes or been
a Participant in the Plan for all or part of at least four (4) Plan Years.
Such request for withdrawal shall be made in writing on a form satisfactory
to the Advisory Committee and such request shall be delivered to the
Advisory Committee not more than 90 nor less than 60 days before the end of
the calendar quarter preceding the distribution. The Advisory Committee
shall have complete discretion in approving a request for withdrawal due to
financial hardship and the amount thereof, PROVIDED; the Advisory Committee
shall grant its consent if satisfied from positive evidence presented by
the Participant, that the purpose of the request for withdrawal due to
financial hardship is:
(a) financing of the purchase, major repair or improvement of the
Participant's home;
(b) major illness or disability of the Participant, a member of
his immediate family or one dependent upon him;
(c) college or other post-high school education of the
Participant or one dependent upon him; a withdrawal pursuant to this
subparagraph (c)
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shall be distributed in approximately equal annual installments over
the scheduled course of the schooling. Installments after the initial
distribution will be paid only if the Participant delivers to the
Advisory Committee a copy of grades for the most recent quarter or
semester for which grades are available as well as a xxxx or other
appropriate written evidence sufficient to demonstrate to the Advisory
Committee the continuation by the Participant or dependent of his
course of schooling;
(d) financial hardship to the Participant caused by sickness,
accident or death in the Participant's immediate family; or
(e) such other condition or purpose which the Advisory Committee
shall determine, in accordance with uniform principles consistently
applied, is of sufficiently similar seriousness or worthiness to the
enumerated conditions and purposes as to constitute a financial
hardship;
and further provided, that in no event shall the Advisory Committee grant
such request from a Participant who has previously made a withdrawal
pursuant to this Section 14.01 unless, subsequent to the Plan Year in which
the Participant's most recent such request was made and granted, the
Participant has either completed four (4) additional Years of Service of
vesting purposes or has been a Participant in the Plan for all or part of
at least four (4) additional Plan Years. If the Advisory Committee would
otherwise grant a request for withdrawal for the financing of the purchase
of the Participant's home but for the fact that the Participant has not
obtained a signed contract for the purchase of the home, the Advisory
Committee shall approve the request subject to the condition that
Participant obtain a signed contract for purchase of a home.
9. Section 14.03 is amended to read as follows:
14.03 TIME OF PAYMENT. Except as provided in Section 14.06, following
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the close of the calendar quarter when any such request for withdrawal
shall be made and approved by the Advisory Committee, the Advisory
Committee shall direct the Trustee to pay and distribute to the Participant
the amount so specified. Payment shall be made on the annual or quarterly
distribution date following the end of the calendar quarter or as soon as
administratively practicable thereafter, or in the case of a request made
and approved in the last quarter of a Plan Year, as soon as
administratively practicable after the year-end adjustments to be made for
such Plan Year shall be completed; and the amount so distributed shall be
charged to the Participant's Account.
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10. Section 14.05 is amended to read as follows:
14.05 REQUEST FOR WITHDRAWAL DUE TO FINANCIAL HARDSHIP FOR
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PARTICIPANTS IN THE POLICYHOLDER SERVICE CORPORATION RETIREMENT PLAN. A
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Participant in the Policyholder Service Corporation Retirement Plan which
was merged with this Plan on December 31, 1991, may request a withdrawal
due to financial hardship of all or any portion, at his option, but not to
exceed the value of such Participant's vested interest which would be
available under Section 5.03, of the balance of his Accrued Benefit
attributable to contributions (including any rollover contributions) made
for Plan Years beginning on or after January 1, 1988 and to any rollover
contributions made prior to January 1, 1988, to the Policyholder Service
Corporation Retirement Plan prior to merger with this Plan, as the same
shall stand on the last day of the calendar quarter in which such request
is made (after completion of all adjustments to be made thereto as of the
end of the calendar quarter in which such request is made); PROVIDED, the
distribution provisions of Section 6.03(E) shall govern any request by a
Participant for a withdrawal from the Participant's Deferral Contributions
Account. Such request for withdrawal shall be made in writing on a form
satisfactory to the Advisory Committee and such request shall be delivered
to the Advisory Committee not more than 90 nor less than 60 days before the
end of the calendar quarter preceding the distribution. The Advisory
Committee shall have complete discretion in approving a request for
withdrawal due to financial hardship and the amount thereof; PROVIDED, the
Advisory Committee shall grant its consent if satisfied from positive
evidence presented by the Participant, that the purpose of the request for
withdrawal due to financial hardship is:
(a) financing of the purchase, major repair or improvement of
the Participant's home;
(b) major illness or disability of the Participant, a member of
his immediate family or one dependent upon him;
(c) college or other post-high school education of the
Participant or one dependent upon him; (a withdrawal pursuant to this
subparagraph (c) shall be distributed in approximately equal annual
installments over the scheduled course of the schooling. Installments
after the initial distribution will be paid only if the Participant
delivers to the Advisory Committee a copy of grades for the most
recent quarter or semester for which grades are available as well as a
xxxx or other appropriate written evidence sufficient to demonstrate
to the Advisory Committee the continuation by the Participant or
dependent of his course of schooling);
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(d) financial hardship to the Participant caused by sickness,
accident or death in the Participant's immediate family; or
(e) such other condition or purpose which the Advisory Committee
shall determine, in accordance with uniform principles consistently
applied, is of sufficiently similar seriousness or worthiness to the
enumerated conditions and purposes as to constitute a financial
hardship.
If the Advisory Committee would otherwise grant a request for
withdrawal for the financing of the purchase of the Participant's home
but for the fact that the Participant has not obtained a signed
contract for the purchase of the home, the Advisory Committee shall
approve the request subject to the condition that Participant obtain a
signed contract for purchase of a home.
The provisions of Sections 14.02, 14.03, 14.04 and 14.06 shall
apply to any withdrawals under this Section 14.05.
11. Section 14.06 is amended to read as follows:
14.06 SPECIAL RULES FOR WITHDRAWAL DUE TO PURCHASE OF HOME. This
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Section 14.06 shall apply to a Participant whose request or withdrawal for
the financing of the purchase of a home has been conditionally approved
pursuant to Section 14.01. If the Participant has not obtained a signed
contract for the purchase by the distribution date, the Trustee shall
continue to hold such approved amount and distribute it to the Participant
when he obtains a signed contract, provided that the Participant obtains a
signed contract within six (6) months of the originally applicable
distribution date. If the Participant does not obtain a signed contract
within six (6) months of the originally applicable distribution date, the
Participant's request shall be cancelled, and the Participant shall be
permitted to make a new request pursuant to Section 14.01 and 14.05
notwithstanding any requirement that the Participant otherwise wait four
(4) years.
12. Section 15.02 is amended to read as follows:
15.02 VALUE OF PARTICIPANT'S ACCRUED BENEFIT. The value of each
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Participant's Accrued Benefit shall consist of that portion of the net
worth (at fair market value) of the Trust Fund which the net credit balance
in his Account therein bears to the total net credit balance in the
Accounts of all Participants plus the value of any segregated accounts
hereunder. For purposes of a distribution
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under the Plan, the value of a Participant's Accrued Benefit shall be its
value as of the valuation date immediately preceding the applicable
distribution date. Any distribution (other than a distribution from a
segregated Account) made to a Participant (or to his Beneficiary) more than
90 days after the most recent valuation date shall include interest on the
amount of the distribution as an expense of the Trust fund. The interest
accrues from such valuation date to the date of the distribution at a rate
of five percent (5%) per annum.
13. The foregoing amendments shall be effective September 30, 1998.
14. Except as herein amended, the Plan is hereby ratified and confirmed.
IN WITNESS WHEREOF, DST Systems, Inc. and UMB Bank, N.A., have executed
this Second Amendment as of this first day of October, 1998.
DST SYSTEMS, INC.
By: /s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx
Vice President, Chief Financial Officer
and Treasurer
UMB BANK, N.A.
By: /s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx
Senior Vice President
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