THIRD 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
Agreement (1998 Restatement); and
WHEREAS, DST Systems, Inc., in Section 13.02 of said Plan, reserved the
right to amend the Plan;
WHEREAS, DST Systems, Inc., finds it desirable to amend the Plan to
establish uniform quarterly distribution dates for certain distributions of
certain participants' accounts; to clarify the treatment of Qualified Domestic
Relations Orders ("QDROs"); and to make conforming and clarifying changes
related to the above; and UMB Bank, N.A. agrees to such amendment.
NOW, THEREFORE, DST Systems, Inc. and UMB Bank, N.A. agree that
The Employee Stock Ownership Plan and Trust Agreement (1998 Restatement) be
amended as follows:
1. The first paragraph of Section 6.01 is amended to read as follows:
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 $5,000 and the Participant has
not attained the later of Normal Retirement Age or age 62. 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. For all purposes of this Plan, the
"distribution date" is the 90th day after the end of the Plan Year or
as soon as administratively practicable thereafter (a "distribution
date" or "annual distribution date") unless the Plan specifies that
distribution may also be made on the 30th day after the end of any of
the first three calendar quarters of a Plan Year or as soon as
administratively practicable thereafter (a "quarterly distribution
date"). 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 $5,000, the Advisory
Committee must treat that present value as exceeding $5,000 for
purposes of all subsequent Plan distributions to the Participant.
2. Subsection 6.01(C)(1) is amended to read as follows:
(1) Deceased Participant's Nonforfeitable Accrued
Benefit Does Not Exceed $5,000. The Advisory Committee must
direct the Trustee to pay the deceased Participant's
Nonforfeitable Accrued Benefit in a single cash sum, on the
annual or quarterly distribution date following the calendar
quarter in which the Participant's death occurs, or, if later,
in which the Advisory Committee receives notification of or
otherwise confirms the Participant's death, or as soon as
administratively practicable thereafter.
3. Subsection 6.03(A) is amended to read as follows:
(A) Participant Elections After Termination of Employment. If the
present value of a Participant's Nonforfeitable Accrued Benefit exceeds
$5,000, he may elect to have the Trustee commence distribution as of
any distribution date, but not earlier than the first annual
distribution date after the close of the Plan Year in which the
Participant's Separation from Service occurs. The Participant may
reconsider an election at any time prior to the annuity starting date
and elect to commence distribution as of any later annual or quarterly
distribution date after the last day of the Plan Year in which his
Separation from Service occurred, or as soon as administratively
practicable thereafter. In the case of (i) a Participant who has
attained age 55 on or before the date of his Separation from Service,
or (ii) a Participant whose Separation from Service occurs because of
his disability, the Participant, in addition to the benefit payment
elections provided for in the first two sentences of this Section
6.03(A), shall have the right to elect to have the Trustee commence
distribution as of any annual or quarterly distribution date after the
end of the calendar quarter in which his Separation from Service
occurs, or as soon as administratively practicable thereafter. A
Participant who has separated from Service may elect distribution as of
any annual or quarterly distribution date after the last day of the
Plan Year in which his Separation from Service occurred, or as soon as
administratively practicable thereafter, irrespective of the
restrictions otherwise applicable under this Section 6.03(A). If the
Participant is partially vested in his Accrued Benefit, an election
under this Section 6.03(A) to distribute prior to the Participant's
incurring a Forfeiture Break in Service (as defined in Section 5.08),
must be in the form of a cash-out distribution (as defined in Article
V). A Participant may not receive a cash-out distribution if, prior to
the time the Trustee actually makes the cash-out distribution, the
Participant returns to employment with an Employer.
2
4. Section 6.03(B) is amended to read as follows:
(B) Participant Elections Prior to Termination of Employment. After a
Participant (1) attains Normal Retirement Age or (2) attains 59-1/2 and
has at least five years of Participation in the Plan (including the
Former Plan), the Participant, until he retires, has a continuing
election to receive all or any portion of his Nonforfeitable Accrued
Benefit. A Participant must make an election under this Section 6.03(B)
on a form prescribed by the Advisory Committee at any time during the
Plan Year for which his election is to be effective. In his written
election, the Participant must specify the percentage or dollar amount
he wishes the Trustee to distribute to him. The Participant's election
relates solely to the percentage or dollar amount specified in his
election form and his right to elect to receive an amount, if any, for
a particular Plan Year greater than the dollar amount or percentage
specified in his election form terminates on the Accounting Date. The
Trustee must make a distribution to a Participant in accordance with
his election under this Section 6.03(B) on the annual or quarterly
distribution date after the end of the calendar quarter within which
the Participant files his written election with the Trustee, or as soon
as administratively practicable thereafter. The Trustee will distribute
the balance of the Participant's Nonforfeitable Accrued Benefit not
distributed pursuant to this election(s) in accordance with the other
distribution provisions of this Plan.
5. The first paragraph of Section 6.07 is amended to read as follows:
Nothing contained in this Plan prevents the Trustee, in
accordance with the direction of the Advisory Committee, from complying
with the provisions of a qualified domestic relations order (as defined
in Code ss.414(p)). This Plan specifically permits distribution to an
alternate payee under a qualified domestic relations order on any
annual or quarterly distribution date or as soon as administratively
practicable thereafter, irrespective of whether the Participant has
attained his earliest retirement age (as defined under Code ss.414(p))
under the Plan. A distribution to an alternate payee prior to the
Participant's attainment of earliest retirement age is available only
if the order specifies distribution at that time or permits an
alternate payee to elect such earlier distribution. Nothing in this
Section 6.07 allows an alternate payee to receive distribution at a
time otherwise not permitted under the Plan nor in a form of payment
not permitted under the Plan, nor does it allow a Participant to
receive distribution at a time or in a form not authorized by Plan
terms other than this Section 6.07.
6. Section 9.05 is amended to read as follows:
9.05 VALUE OF PARTICIPANT'S ACCRUED BENEFIT. The value of each
Participant's Accrued Benefit consists of that portion of the net worth
(at fair market value) of the Plan which the net credit balance in his
Accounts bears to the total net credit balance in the Accounts of all
Participants in the Plan. For purposes of a distribution under the
Plan, the value of a Participant's Accrued Benefit is its value as of
the valuation date immediately preceding the applicable distribution
date. A Participant's Accrued Benefit shall not include or be deemed to
include, any Employer Security held in a suspense account, as provided
in Section 10.03(B).
3
7. Section 10.14 is amended to read as follows:
10.14 VALUATION OF TRUST. The Trustee must value the Trust
Fund as of each Accounting Date to determine the fair market value of
each Participant's Accrued Benefit in the Trust. The Trustee also must
value the Trust Fund on the last day of each calendar quarter and such
other dates as directed in writing by the Advisory Committee.
8. The foregoing amendments shall be effective September 30, 1998.
9. Except as herein amended, the Plan is hereby ratified and confirmed.
IN WITNESS WHEREOF, DST Systems, Inc. and UMB Bank, N.A., have executed
this Third Amendment as of this first day of October, 1998.
DST SYSTEMS, INC.
By: /s/Kenneth V. Hager
Kenneth V. Hager
Vice President, Chief
Financial Officer and Treasurer
UMB BANK, N.A.
By: /s/Mark P. Herman
Mark P. Herman
Senior Vice President
4