FIRST AMENDMENT TO THE EMPLOYEE STOCK
OWNERSHIP PLAN AND TRUST AGREEMENT
OF DST SYSTEMS, INC.
WHEREAS, DST Systems, Inc. ("DST") and UMB Bank, N.A. as sole trustee
("UMB") executed The Employee Stock Ownership Plan and Trust Agreement of DST
Systems, Inc. (the "Plan") as of January 1, 1998.
WHEREAS, Kansas City Southern Industries, Inc. ("KCSI"), a shareholder of
DST, has formed FAM Holdings, Inc. ("FAM"), and KCSI has informed DST that KCSI
plans to transfer ownership of its shares in DST to FAM.
WHEREAS, DST finds it desirable to amend the Plan so that the transfer of
KCSI's shares in DST to FAM does not constitute a "Change in Control of DST" as
that term is defined in Section 14.01 of the Plan, and UMB agrees to such
amendment.
NOW, THEREFORE, DST and UMB agree that the Plan be amended as follows:
1. Paragraph 14.01(b) is hereby deleted in its entirety and a new
paragraph 14.01(b) added to read as follows:
(b) 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 after the Effective Date, according to a public
announcement or filing without the prior approval of the Board of
Directors of DST, the "beneficial owner" (as defined in Rule 13d-3
under the Exchange Act), directly or indirectly, of securities of DST,
representing thirty percent (30%) or more (calculated in accordance
with Rule 13d-3) of the combined voting power of DST's then outstanding
voting securities; PROVIDED, HOWEVER, that for purposes of this Section
14.01(b), the following shall not be deemed to be a "person": (i) KCSI
(which on the Effective Date is the beneficial owner of approximately
forty percent (40%) of the voting power of DST's then-outstanding
voting securities) unless and until KCSI directly owns less than twenty
percent (20%) of the common stock of its subsidiary, FAM Holdings,
Inc., a Delaware corporation (the "FAM Spin-off") or KCSI ceases before
the date of the FAM Spin-off to be the beneficial owner of at least
thirty percent (30%) of the combined voting power of DST's then
outstanding voting securities and subsequently becomes the beneficial
owner of securities of DST representing thirty percent (30%) or more of
the combined voting power of DST's then outstanding voting securities,
and (ii) FAM Holdings, Inc. and its successors ("FAM") and any
corporations (other than ▇▇▇▇▇▇ Associates, Inc. and its successors,
parents (other than FAM), and subsidiaries) which are, as of the date
of the FAM Spin-off and at all times thereafter, wholly-owned
subsidiaries of FAM, or part of an unbroken chain of corporations
beginning with FAM, in which one hundred percent (100%) of the total
combined voting power of each corporation (other than FAM) in such
unbroken chain is owned by one or more of the other corporations in
such chain ("FAM Corporations") unless and until, at any time after the
transfer of DST's voting securities from KCSI to FAM or any FAM
Corporations, FAM together with the FAM Corporations ceases to be the
beneficial owner of at least thirty percent (30%) of the combined
voting power of DST's then outstanding voting securities and
subsequently becomes the beneficial owner of securities of DST
representing thirty percent (30%) or more of the combined voting power
of DST's then outstanding voting securities.
2. Section 14.01(b) is effective as of the date of this amendment.
3. 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 First Amendment as of this 9th day of July, 1998.
DST SYSTEMS, INC.
By /s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Vice President, Chief Financial Officer and
Treasurer
UMB BANK, N.A.
By /s/▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇▇
Senior Vice President