FIRST AMENDMENT TO
DST SYSTEMS, INC. PROFIT SHARING PLAN AND TRUST AGREEMENT
(1996 RESTATEMENT)
WHEREAS, by written instrument dated December 30, 1996, DST Systems,
Inc. has amended and restated the DST Systems, Inc. Profit Sharing Plan and
Trust Agreement (the "Profit Sharing Plan"); and
WHEREAS, DST Systems, Inc., in Section 11.02 of the Profit Sharing Plan
reserved the right to amend the Profit Sharing Plan; and
WHEREAS, DST Systems, Inc. finds it desirable to amend the Plan reflect
the creation of the DST Systems, Inc. Master Trust (the "Master Trust") as an
additional funding medium for assets to be held under the Profit Sharing Plan,
and to advance the administrative distribution date, 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:
I.
Section 1.03 is amended to read as follows:
1.04 "Trustee" with respect to the Separate Trust means UMB
Bank, N.A., or any successor in office who in writing accepts the
position of Trustee under this Plan and the Separate Trust; and with
respect to the Master Trust means UMB Bank, N.A., or any successor in
office who in writing accepts the position of Trustee under the Master
Trust. Unless otherwise specified in this Plan, references to the
"Trustee: in this Plan include either or both of the Trustee under the
Separate Trust or the Trustee under the Master Trust.
II.
Section 1.18 is amended to read as follows:
1.18 "Trust" means either or both of (i) the Separate Trust
fund created under Article X of this Plan (the "Separate Trust") and
(ii) the Separate Plan Account (as defined in the Master Trust) for
this Plan under the DST Systems, Inc. Master Trust created by the
Master Trust Agreement by and between DST Systems, Inc. and UMB Bank,
N.A. as Trustee of the Master trust effective as of January 1, 1998
(the "Master Trust").
III.
Section 1.19 is amended to read as follows:
1.19 "Trust Fund" means all property of every kind held or
acquired by the Trustee of the Separate Trust under this Agreement or
by the Trustee of the Master Trust for purposes of this Plan under the
Master Trust Agreement, other than incidental benefit insurance
contracts. This Plan together with the Master Trust creates two
separate trusts for purposes of the Plan, each of which applies to all
Employers participating under the Plan. The Trustee may combine the
respective Separate Trusts created under the plans of all Employers
participating under the DST Systems, Inc. Profit Sharing Plan into one
(1) Trust Fund for one (1) Separate Trust. However, the Trustee shall
maintain separate records of account in order to reflect properly each
Participant's Accrued Benefit under the plan(s) in which he is a
Participant.
IV.
The first paragraph of Section 3.01 is amended to read as follows:
A. AMOUNT. For each Plan Year, the Employer will contribute to
the Trust an amount which the Employer may from time to time deem
advisable. The Employer (or the Advisory Committee on behalf of each
Employer) shall determine the extent to which such contributions are
directed to the Separate Trust or the Master Trust. Although the
Employer may contribute to this Plan irrespective of whether it has net
profits, the Employer intends the Plan to be a profit sharing plan for
all purposes of the Code. The Employer shall not make a contribution to
the Trust for any Plan Year to the extent the contribution would exceed
the Participants' "Maximum Permissible Amount".
See Part 2 of this Article III.
V.
The first paragraph of Section 6.01 is amended to read as follows:
6.01 TIME OF PAYMENT OF ACCRUED BENEFIT. 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 $3,500 and the Participant has
not attained the later of Normal Retirement Age or age 62. Furthermore,
the Participant's spouse must also consent, in writing, to any
distribution for which Section 6.04 requires the
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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. A
distribution date under this Article VI, unless otherwise specified
within the Plan, is the last day of each Plan Year or as soon as
administratively practicable following such last day of the Plan Year.
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 $3,500, the Advisory Committee
must treat that present value as exceeding $3,500 for purposes of all
subsequent Plan distributions to the Participant.
VI.
Section 10.02 is amended to read as follows:
10.02 RECEIPT OF CONTRIBUTIONS. The Trustee is accountable to
the Employer for the funds contributed to it by the Employer, but does
not have any duty to see that the contributions received comply with
the provisions of the Plan. DST (or the Advisory Committee on behalf of
DST) shall direct contributions and transfers from time to time to this
Separate Trust or to the Master Trust and the Trustee of the Separate
Trust does not have any duty under the Separate Trust with respect to
contributions and transfers so directed to the Master Trust. The
Trustee is not obliged to collect any contributions from the employer
or to see that funds deposited with it are deposited according to the
provisions of the Plan.
VII.
The introductory paragraph of Section 10.03(A) is amended to read as
follows:
(A) TRUSTEE POWERS. The Trustee has full discretion and authority with
regard to the investment of the Separate Trust Fund, except with
respect to a Plan asset under the control or direction of a properly
appointed Investment Manager or with respect to a Plan asset subject to
Employer, Participant or Advisory Committee direction of investment.
The Trustee must coordinate its investment policy with Plan financial
needs as communicated to it by the Advisory Committee. The Trustee is
authorized and empowered, but not by way of limitation, with the
following powers, rights and duties:
VIII.
Article XVIII is deleted.
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IX.
The above amendment is effective as of 12:01 a.m. January 1, 1998.
X.
Except as herein amended, the Profit Sharing Plan is hereby ratified
and confirmed.
IN WITNESS WHEREOF, DST Systems, Inc. and UMB Bank, N.A. have executed
this First Amendment as of the 27 day of February, 1998.
DST SYSTEMS, INC.
By: /s/Xxxxxxx X. Xxxxx
UMB Bank, N.A.
By: /s/Xxxx Xxxxxx
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