Exhibit 10.4
FOURTH AMENDMENT TO RIGHTS AGREEMENT
This Fourth Amendment dated as of March 2, 2005 is to the Rights Agreement
dated as of October 6, 1995 between DST Systems, Inc., a Delaware Corporation
(the "Company"), and EquiServe Trust Company, N.A., (the "Rights Agent" by
assignment dated November 7, 2001 from State Street Bank and Trust Company), as
amended by the First Amendment dated as of July 9, 1998, the Second Amendment
dated as of September 10, 1999, and the Third Amendment dated as of September
25, 2001 (as so amended, the "Agreement"). The Fourth Amendment is pursuant to
Section 26 of the Agreement and is being made prior to the Distribution Date.
The undersigned officer of the Company, in his capacity as such, hereby
certifies that this Fourth Amendment is in compliance with such Section 26.
Capitalized and other terms in this Fourth Amendment shall have the meanings
given them in the Agreement unless defined herein.
The Company and the Rights Agent agree that Section 1(a) of the Agreement
shall be deleted in its entirety and replaced with the following:
"(a) "Acquiring Person" shall mean any Person who, together with all
Affiliates or Associates of such Person, shall be the Beneficial Owner
of a Substantial Block, whether or not such Person continues to be the
Beneficial Owner of a Substantial Block, but shall not include: (i)
the Company; (ii) any subsidiary of the Company; (iii) any employee
benefit plan of the Company or of any subsidiary of the Company, or
any Person organized, appointed or established by the Company or by
any subsidiary of the Company for or pursuant to the terms of any such
plan; and (iv) a Person who, together with all Affiliates and
Associates of such Person, would become an Acquiring Person solely as
a result of a reduction of the number of shares of Common Stock of the
Company outstanding, including repurchases of outstanding shares of
Common Stock of the Company by the Company, which reduction increases
the percentage of outstanding shares of Common Stock of the Company
beneficially owned by such Person until such Person, Affiliate or
Associate shall thereafter become the Beneficial Owner of any
additional shares of such Common Stock."
Except as otherwise set forth in this Fourth Amendment, the Agreement has
not been amended or otherwise modified in any respect and remains in full force
and effect in accordance with its terms. This Fourth Amendment may be executed
in any number of counterparts, and each such counterpart shall for all purposes
be deemed an original, and all such counterparts shall together constitute but
one and the same instrument.
DST SYSTEMS, INC.
By /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: Vice President, Chief Financial
Officer and Treasurer
EQUISERVE TRUST COMPANY, N.A.
By /s/ Xxxxx Xxxxxx-Xxxx
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Name: Xxxxx Xxxxxx-Xxxx
Title: Managing Director
