EXHIBIT 10.9.2 SECOND AMENDMENT TO THE EMPLOYEE STOCK OWNERSHIP PLAN AND TRUST AGREEMENT (1998 Restatement) WHEREAS, by written instrument dated as of January 1, 1998, DST Systems, Inc. amended and restated The Employee Stock Ownership Plan and Trust...Employee Stock Ownership Plan and Trust Agreement • November 20th, 1998 • DST Systems Inc • Services-engineering, accounting, research, management
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...DST Systems Inc • November 20th, 1998 • Services-engineering, accounting, research, management
EXHIBIT 4.2 FORM OF DST SYSTEMS, INC. STOCKHOLDER AGREEMENT STOCKHOLDER AGREEMENT, dated September 2, 1998 (this "Agreement") by Kansas City Southern Industries, Inc., a Delaware corporation ("KCSI") and DST Systems, Inc., a Delaware corporation...Stockholder Agreement • November 20th, 1998 • DST Systems Inc • Services-engineering, accounting, research, management • Delaware
EXHIBIT 4.1 EXHIBIT E-1 TO AGREEMENT AND PLAN OF MERGER FORM OF USCS INTERNATIONAL, INC. STOCKHOLDER AGREEMENT STOCKHOLDER AGREEMENT, dated as of September _____, 1998 (this "Agreement") by the undersigned stockholder ("Stockholder") of USCS...Stockholder Agreement • November 20th, 1998 • DST Systems Inc • Services-engineering, accounting, research, management • Delaware
EXHIBIT 8.1 [SNR Letterhead] November 20, 1998 DST Systems, Inc. 333 West 11th Street Kansas City, Missouri 64105 Re: Agreement and Plan of Merger dated September 2, 1998 between DST Systems, Inc. ("DST"), USCS International, Inc. ("USCS") and DST...DST Systems Inc • November 20th, 1998 • Services-engineering, accounting, research, management
We have acted as special counsel to DST, a Delaware corporation, in connection with a proposed merger (the "Merger") of Acquisition Sub, a Delaware corporation and wholly-owned subsidiary of DST, a Delaware corporation, with and into USCS, a Delaware corporation, pursuant to an Agreement and Plan of Merger dated September 2, 1998 (the "Merger Agreement") by and among DST, Acquisition Sub and USCS. In the Merger, each issued and outstanding share of common stock of USCS, par value $.01 per share, other than shares of USCS already owned by DST, will be converted into the right to receive .62 of a share of common stock, par value $.01 per share, of DST.
