THIRD AMENDMENT TO
DST SYSTEMS, INC.
401(k) PLAN AND TRUST AGREEMENT
(1994 Restatement)
WHEREAS, by written instrument dated September 12, 1994, DST Systems,
Inc. adopted the DST Systems, Inc. 401(k) Plan and Trust Agreement (1994
Restatement); and
WHEREAS, DST Systems, Inc., in Section 11.01 reserved the right to
amend its said 401(k) Plan and Trust Agreement; and
WHEREAS, DST Systems, Inc. finds it desirable to amend the Plan to
change the rules regarding eligibility and to provide for the transfer of
certain Accounts to qualified plans maintained by other employers and UMB Bank,
N.A., as Trustee, agrees to such amendment.
NOW, THEREFORE, DST Systems, Inc. and UMB Bank, N.A. agree that the
DST Systems, Inc. 401(k) Plan and Trust Agreement (1994 Restatement) be amended
as follows:
1. Section 1.16 is hereby deleted in its entirety and a new
Section 1.16 is provided to read as follows:
1.16 "Plan Entry Date" means the restated Effective Date
and every January 1, April 1, July 1 and October 1 after the restated
Effective Date.
2. Section 2.01(a) of the Plan is hereby deleted in its entirety
and a new Section 2.01(a) is provided to read as follows:
(A) ELIGIBILITY RULE FOR DEFERRAL CONTRIBUTIONS. Each Employee
(other than an Excluded Employee) becomes a Participant in the Code
ss.401(k) arrangement on the Plan Entry Date (if employed on that date)
coincident with or immediately following the date on which he completes
one calendar month of Service. See Section 12.01. Each Employee who was
a Participant in the Plan on the day before the Effective Date of this
restated Plan continues as a Participant in the Plan. If, for a Plan
Year, an Employee is a Participant solely in the Code ss.401(k)
arrangement, the Employee does not share in the allocation of any
Employer contributions other than deferral contributions.
3. A new Section 11.07 is hereby added to read as follows:
11.07 TRANSFER OF ASSETS TO IFTC PLAN. Effective as of
December 31, 1995, Investors Fiduciary Trust Company ("IFTC") ceased to
be a participating employer in this Plan, and certain Participants
employed by IFTC ceased to be covered by this Plan. IFTC has
established a retirement plan intended to qualify under Code ss.401(a)
("IFTC Plan"). The Accrued Benefit of Participants who (1) are employed
by IFTC on December 31, 1995, or (2) separated from service with IFTC
prior to December 31, 1995, and who have not subsequently become
employed by any other participating Employer (collectively, the "IFTC
Participants") in the Plan will be transferred to the IFTC Plan as soon
as administratively practicable after the later of (2) March 31, 1996,
or (2) the date that IFTC furnishes to DST Systems, Inc. a copy of a
favorable determination letter from the Internal Revenue Service to the
effect that the IFTC Plan is a qualified plan under Code ss.401(a) and
that the related trust is exempt from tax under Code ss.501(a).
The Accrued Benefits of any IFTC Participant who is rehired by
any Employer that participates in this Plan prior to the transfer of
assets shall remain in this Plan and not be transferred to the IFTC
Plan.
The Trustee may not consent to, or be a party to, the transfer
of assets to the IFTC Plan, unless immediately after the transfer, the
IFTC Plan provides each IFTC Participant a benefit equal to or greater
than the benefit each IFTC Participant would have received had the Plan
terminated immediately before the transfer. For purposes of the
transfer of account balances to the IFTC Plan, the Trustee shall value
the account balances of the IFTC Participants as of the most recent
valuation date under the Plan prior to the transfer.
In the event an IFTC Participant separates from service with
IFTC, attains Normal Retirement Age, dies or becomes disabled, or
requests a distribution of his deferred vested benefit, he shall be
entitled to a distribution from the IFTC Plan in accordance with the
terms of the IFTC Plan.
Until the effective date of the transfer of assets, the Plan
shall treat service of an IFTC Participant with IFTC as service with
the Employer.
4. A new Section 11.08 is hereby added to read as follows:
11.08 TRANSFER OF ASSETS TO KCSI PLAN. Effective as of
December 31, 1995, Kansas City Southern Industries, Inc. ("KCSI") and
certain members of its controlled group (as defined in Section 1.29)
(the "KCSI Group") ceased to be participating employers in this Plan,
and certain Participants employed by the KCSI Group ceased to be
covered by this Plan. KCSI has established a retirement plan intended
to qualify under Code ss.ss.401(a) and 401(k) ("KCSI Plan"). The
Accrued Benefits of Participants who (1) are employed by the KCSI Group
on December 31, 1995, or (2) separated from service with the KCSI Group
prior to December 31, 1995, and who have not subsequently become
employed by any other participating Employer (collectively, the "KCSI
Participants") in the Plan will be transferred to the KCSI Plan as soon
as administratively practicable after the earlier of (1) after the date
that KCSI furnishes to DST Systems, Inc. ("DST") an opinion of counsel,
in a form acceptable to DST, to the effect that the KCSI Plan is a
qualified plan under Code ss.401(a) and that the related trust is
exempt from tax under Code ss.501(a) or (2) the date that KCSI
furnishes to DST Systems, Inc. a copy of a favorable determination
letter from the Internal Revenue Service to the effect that the KCSI
Plan is a qualified plan under Code ss.401(a) and that the related
trust is exempt from tax under Code ss.501(a).
The Accrued Benefits of any KCSI Participant who is rehired by
any Employer that participates in this Plan prior to the transfer of
assets shall remain in this Plan and not be transferred to the KCSI
Plan.
The Trustee may not consent to, or be a party to, the transfer
of assets to the KCSI Plan, unless immediately after the transfer, the
KCSI Plan provides each KCSI Participant a benefit equal to or greater
than the benefit each KCSI Participant would have received had the Plan
terminated immediately before the transfer. For purposes of the
transfer of account balances to the KCSI Plan, the Trustee shall value
the account balances of the KCSI Participants as of the most recent
valuation date under the Plan prior to the transfer.
In the event a KCSI Participant separates from service with
the KCSI Group, attains Normal Retirement Age, dies or becomes
disabled, or requests a distribution of his deferred vested benefit, he
shall be entitled to a distribution from the KCSI Plan in accordance
with the terms of the KCSI Plan.
5. A new Section 11.09 is added to read as follows:
11.09 TRANSFER OF ASSETS TO MIDLAND PLANS. In August 1995, DST
Systems, Inc. sold its interest in Midland Data Systems, Inc. ("MDS")
and Midland Loan Services, L.P. ("MLS") (collectively the "Midland
Companies") to Kansas City Southern Industries, Inc. ("KCSI"). As soon
as administratively practicable after the date that KCSI sells its
interest in the Midland Companies to any party other than a party in
which KCSI or DST Systems, Inc. owns, directly or indirectly, at least
15% of the equity interests, the Accrued Benefits of former
Participants who are employed by MDS as of date of such sale (the "MDS
Participants") in the Plan will be transferred to the Midland Data
Systems, Inc. 401(k) Plan or its successor ("MDS Plan"), and the
Accrued Benefits of former Participants who are employed by MLS as of
the date of such sale (the "MLS Participants") in the Plan will be
transferred to the Midland Loan Services, L.P. 401(k) Plan or its
successor ("MLS Plan").
The Accrued Benefits of any MDS Participant or MLS Participant
who is rehired by any Employer that participates in this Plan prior to
the transfer of assets shall remain in this Plan and not be transferred
to the MDS Plan or the MLS Plan.
The Trustee may not consent to, or be a party to, the transfer
of assets to the MDS Plan, unless immediately after the transfer, the
MDS Plan provides each MDS Participant a benefit equal to or greater
than the benefit each MDS Participant would have received had the Plan
terminated immediately before the transfer. The Trustee may not consent
to, or be a party to, the transfer of assets to the MLS Plan, unless
immediately after the transfer, the MLS Plan provides each MLS
Participant a benefit equal to or greater than the benefit each MLS
Participant would have received had the Plan terminated immediately
before the transfer. For purposes of the transfer of account balances
to the MDS Plan and the MLS Plan, the Trustee shall value the account
balances of the MDS Participants and the MLS Participants as of the
most recent valuation date under the Plan prior to the transfer.
In the event an MDS Participant or an MLS Participant
separates from service with MDS or MLS, attains Normal Retirement Age,
dies or becomes disabled, or requests a distribution of his deferred
vested benefit, he shall be entitled to a distribution from the MDS
Plan or the MLS Plan, as the case may be, in accordance with the terms
of the such Plan.
6. The above amendment is effective January 1, 1996.
7. Except as herein amended, the aforesaid 401(k) Plan is hereby
ratified and confirmed.
IN WITNESS WHEREOF, DST Systems, Inc. and UMB Bank, N.A. have executed
this Third Amendment this 21st day of March, 1996.
DST SYSTEMS, INC.
By_/s/Xxxxxxx X. Xxxxx
UMB BANK, N.A.
By_/s/Xxxx Xxxxxx
