Exhibit 10.17.1
FIRST AMENDMENT OF TRUST AGREEMENT
THIS FIRST 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--Horan
Agreement, on June 30, 1989;
WHEREAS, United Missouri Bank of Kansas City, N. A. has changed its
name to UMB Bank, N.A.;
WHEREAS, under Section 12(a) of said Trust Agreement, Settlor and James
P. Horan ("Employee"), acting together, reserved the right at any time to amend
or revoke the same, in whole or in part, which right Settlor and Employee now
desires to exercise;
NOW, THEREFORE, pursuant to the right reserved to Settlor and Employee
under Section 12(a), Settlor and Employee hereby amend said 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) "Change in Control" shall be deemed to have occurred if (i) for
any reason at any time less than seventy-five percent (75%) of
the members of the Board of Directors of the Company shall be
individuals who fall into any of the following categories: (A)
individuals who were members of such Board on September 1, 1995;
(B) individuals whose election, or nomination for election by the
Company's stockholders, was approved by a vote of at least
seventy-five percent (75%) of the members of the Board then still
in office who were members of the Board on September 1, 1995; or
(C) individuals whose election, or nomination for election by the
Company's stockholders, was approved by a vote of at least
seventy-five percent (75%) of the members of the Board then still
in office who were elected in the manner described in (A) or (B)
above, or (ii) any "person" (as
such term is used in Sections 13(d) and 14(d)(2) of the
Securities Exchange Act of 1934 (the "Exchange Act")) shall have
become, according to a public announcement or filing without the
prior approval of the Board, the "beneficial owner" (as defined
in Rule 13d-3) under the Exchange Act), directly or indirectly,
of securities of the Company representing thirty percent (30%) or
more (calculated in accordance with Rule 13d-3) of the combined
voting power of the Company's then outstanding voting securities
(such "person" hereinafter referred to as a "major Stockholder");
or (iii) the stockholders of the Company shall have approved a
merger, consolidation or dissolution of the Company or a sale,
lease, exchange or disposition of all or substantially all of the
Company's assets, or a Major Stockholder shall have proposed any
such transaction, unless any such merger, consolidation,
dissolution, sale, lease, exchange or disposition shall have been
approved by at least seventy-five percent (75%) of the members of
the Board of Directors of the Company who are individuals falling
into any combination of the following categories: (A) individuals
who were members of such Board of Directors on September 1, 1995;
(B) individuals whose election or nomination for election by the
Company's stockholders was approved by at least seventy-five
percent (75%) of the members of the Board of Directors of the
Company then still in office who were members of the Board on
September 1, 1995, or (C) individuals whose election, or
nomination for election by the Company's stockholders was
approved by a vote of at least seventy-five percent (75%) of the
members of the Board then still in office who were elected in the
manner described in (A) or (B) above. Company shall promptly
inform Trustee of a Change in Control;
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 occurs;
3. The first sentence of Section 7 shall be deleted in its entirety 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 issued by Company.
IN WITNESS WHEREOF, the Settlor, DST Systems, Inc. and the Employee,
James P. Horan, have hereunto caused this First Amendment of Trust Agreement to
be executed the day and year first above written.
DST SYSTEMS, INC.
By: /s/Thomas A. McDonnell
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EMPLOYEE
/s/ James P. Horan
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James P. Horan
ACKNOWLEDGEMENT OF AMENDMENT
UMB Bank, N.A., does hereby acknowledge that it is the duly qualified
and acting Trustee under the aforesaid Trust Agreement, that it has received the
foregoing executed by DST Systems, Inc. and James P. Horan, and that it does
hereby acknowledge amendment of said 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/ Mark P. Herman
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