Exhibit 10.16.2


 


FIRST AMENDMENT TO THE


DST SYSTEMS, INC.


2005
EQUITY INCENTIVE PLAN


The DST Systems, Inc. 2005 Equity Incentive Plan, as
amended and restated effective May 10, 2005 (the “Plan”), is hereby amended,
effective November 30, 2005, as follows:


I.


Section 2.22(a)(i) is amended to read as follows:


(i) the average of the highest and lowest reported
sales prices on the New York Stock Exchange as reported in a financial
publication of general circulation as selected by the Committee from time to
time;


II.


Section 2.22(a)(ii) is amended by deleting the phrase “as
reported in the appropriate table or listing contained in The Wall Street
Journal” and replacing it with “as reported in a financial publication of
general circulation as selected by the Committee from time to time.”


III.


The last sentence of Section 2.35 is deleted in its
entirety and replaced to read as follows:


Except as provided in Sections 8.1, 9.2 and 10.2, a
Performance Period may be a year or a longer or shorter period.


IV.


Section 8.1 is amended by adding the following
sentence to the end thereof:


If entitlement to Performance Units is conditioned
upon the attainment of Performance Goals in a Performance Period, the
Performance Period will not be less than one year.


V.


Section 10.2 is amended by adding the following
sentence to the end thereof:


In the case of Restricted Stock Units awarded based on
performance in a Performance Period, the Performance Period will not be less
than one year.

















 


VI.


The second sentence of Section 13.1 is deleted in
its entirety and replaced to read as follows:


Subject to and consistent with the provisions of the
Plan, Annual Incentive Awards may be granted to any Eligible Person in
accordance with this Section 13.  The
Committee shall from time to time designate the individuals eligible to be
granted an Annual Incentive Award for a Year. 
The Performance Goals for a Year must be established in writing not
later than ninety (90) days after the commencement of the Performance Period
and the outcome must be substantially uncertain at the time the Performance
Goals are established.  Notwithstanding
the preceding sentence, with respect to Covered Employees who are designated as
eligible to be granted an Annual Incentive Award for such Year in accordance
with this Section 13, such designation shall be made not later than ninety (90)
days after the commencement of such Year or, in the case of a Covered Employee
who becomes eligible for an Annual Incentive Award due to being hired or
promoted during the Year, such designation shall not be made after more than
25% of the portion of the Year remaining (after such hiring or promotion) has
elapsed.  The Committee may designate an
Eligible Person as eligible for a full Year or for a period of less than a full
Year.  An Eligible Person who, for any
reason, is designated as eligible to be granted an Annual Incentive Award for a
Year after the Performance Goals for the Year have been set shall only be
eligible to defer a portion of the Annual Incentive Award in accordance with applicable
guidance under Section 409A of the Code. 
The opportunity to be granted an Annual Incentive Award shall be
evidenced by an Award Agreement, which shall contain such terms not
inconsistent with the Plan as the Committee shall determine.


VII.


Section 13.3 is deleted in its entirety and
replaced to read as follows:


Annual Incentive Awards shall be paid as soon as
administratively practicable after the Committee certifies the degree of
attainment of the Performance Goals and determines the amount of the Annual
Incentive Award, but not later than 2 1⁄2 months following the end of the Year to
which the Annual Incentive Award pertains.


VIII.


Section 14.2(d) is amended by deleting the phrase
“Five-Year Anniversary” and replacing it with “Five-Year Anniversary Date.”


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IX.


The first sentence of
Section 14.3 is deleted in its entirety and replaced to read as follows:


Each Eligible Person who
is an employee of the Company or a Designated Subsidiary shall (subject to
Committee approval in the case of a Section 16 Person) be granted a Service
Award as of the Quarter End for the calendar quarter in which each Five-Year
Anniversary Date occurs; provided that
such Eligible Person (a) is an employee of the Company or a Designated
Subsidiary on such Quarter End, or (b) died or had a Termination of
Affiliation on account of disability or Retirement on or after the Eligible
Person’s relevant Five-Year Anniversary Date and such Quarter End.


X.


Section 14.4(a) is deleted in its entirety and
replaced to read as follows:


If an Employee has a Termination of Affiliation and
then becomes reemployed with the Company or a Designated Subsidiary within five
years of such Termination of Affiliation, the Employee’s complete (but not
partial) Years of Service earned prior to such Termination of Affiliation shall
continue to count towards the individual’s Years of Service.  In such case, the individual’s Hire Date (for
purposes of determining the date of the Five-Year Anniversary Date) shall be
deemed to be the date the individual returns to employment with the Company or
a Designated Subsidiary.  No credit shall
be given for any partial or complete Years of Service which occurred prior to a
five (5) year or more break in employment with the Company and its Designated
Subsidiaries.


XI.


Section 14.4(c) is deleted in its entirety and Section
14.4(d) is renumbered as Section 14.4(c).


XII.


The first sentence of Section 14.5(a) is amended to
read as follows:


(a)  Service
Awards granted pursuant to Section 14.3 shall be delivered as soon as
administratively practicable following the applicable Quarter End.


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XIII.


Section 16.1(a)(i) is
amended to add the following to the end thereof after the comma and before the “and”:


or if such amendment, in
the determination of the Board, materially increases benefits accruing to Plan
participants,


 


Executed this 30th day of November, 2005.


 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  DST SYSTEMS, INC.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Kenneth V.
  Hager

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Kenneth V. Hager

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Vice President,
  Chief Financial Officer and Treasurer

  



 


 


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