Exhibit 10.16.1
EIGHTH AMENDMENT OF TRUST AGREEMENT
THIS EIGHTH AMENDMENT executed this 31st of December, 1998, by DST
Systems, Inc., as Settlor.
WITNESSETH:
WHEREAS, DST Systems, Inc., as Settlor, and United Missouri Bank of
Kansas City, N.A., as Trustee, executed a Trust Agreement, TUA DST - Incentive
Compensation, #00-000-00, on December 31, 1987, which has been amended from time
to time, the most recent amendment being the Seventh Amendment of Trust
Amendment dated October 20, 1995 (the Trust Agreement, as amended by such
amendments, is herein referred to as the "Amended Trust Agreement");
WHEREAS, under Section 12(a) of said Amended Trust Agreement, Settlor
reserved the right as any time prior to a Control Change Date, as defined in
Section 1(f) of said Amended Trust Agreement, to amend or revoke the same, in
whole or in part, which right Settlor now desires to exercise;
WHEREAS, as of this date, no Control Change Date has occurred;
NOW, THEREFORE, pursuant to the right reserved to Settlor under Section
12(a) thereof, Settlor does hereby further amend said Amended Trust Agreement as
follows, such amendment to be effective on the date hereof:
1. Section 1(e) shall be deleted in its entirety and a new Section
1(e) added to read as follows:
(e) [RESERVED]
2. Section 1(f) shall be deleted in its entirety and a new Section
1(f) added to read as follows:
(f) "Control Change Date" shall be the date on which a Change in
Control of Company occurs;
3. Section 1(i) shall be deleted in its entirety and a new Section 1(i)
added to read as follows:
(i) [RESERVED]
4. Section 1(l) shall be deleted in its entirety and a new Section 1(l)
added to read as follows:
(l) "Solicitation Date" shall mean the date on which a
Solicitation of a Change in Control of Company occurs.
5. The first sentence of Section 7 shall be deleted and a new first
sentence added to Section 7 to read as follows:
Prior to a Control Change Date, Trustee shall invest the trust
estate as Company prescribes, other than in securities or
obligations of Company.
6. Section 12(b)(2) shall be deleted in its entirety and a new Section
12(b)(2) added to read as follows:
(2) If there has been a Change in Control of Company, the date
on which no Beneficiary is entitled to any Benefits pursuant to the
Incentive Compensation Determination;
7. Section 12(b)(4) shall be deleted in its entirety and a new Section
12(b)(4) added to read as follows:
(4) December 31, 2001, if there has been neither a Control
Change Date nor a Solicitation Date;
IN WITNESS WHEREOF, the Settlor, DST Systems, Inc., has hereunto caused
this Eighth Amendment of Trust Agreement to be executed the day and year first
above written.
DST SYSTEMS, INC.
By: /s/ Xxxxxx X. XxXxxxxxx
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ACKNOWLEDGMENT OF AMENDMENT
UMB Bank, N.A., does hereby acknowledge that it is the duly qualified
and acting Trustee under the aforesaid Amended Trust Agreement, that it has
received the foregoing executed by DST Systems, Inc., as Settlor, and that it
does hereby acknowledge amendment of said Amended Trust Agreement.
IN WITNESS WHEREOF, the Trustee, UMB Bank, N.A., has caused these
presents to be executed as of the day and year first above written.
UMB BANK N.A.
By: /s/Xxxx X. Xxxxxx
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