Exhibit 10.5.2


 


2005-1
AMENDMENT


TO THE


DST
SYSTEMS, INC. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN


 


THIS
AMENDMENT is
hereby adopted by the Compensation Committee of the Board of Directors of DST
Systems, Inc. (the “Company”).


 


WHEREAS, the Company maintains the DST Systems,
Inc. Supplemental Executive Retirement Plan (the “Plan”);


 


WHEREAS, the Compensation Committee, pursuant to
Section 9.1 of the Plan, has authority to amend the Plan from time to time; and


 


WHEREAS, the Committee wishes to
amend the Plan to take advantage of certain transition rules provided under IRS
Notice 2005-1 and proposed Treasury regulations issued under Section 409A of
the Internal Revenue Code, and to make certain other changes in response to
Code Section 409A;


 


                NOW,
THEREFORE, the
Plan is hereby amended as follows, the same to be effective as provided herein:


 


                1.             In connection with the sale
of all of the outstanding stock of DST Innovis, Inc., DST Interactive, Inc. and
EquiServe, Inc. during 2005:


 


                (a)           the Accounts of any Participants
employed by such entities (or their subsidiaries) who remained employed with
such entities following the sale shall be fully vested as of the respective
closing dates of such sales; and


 


                (b)           the SERP participation of any
Participants employed by such entities (or their subsidiaries) who remained
employed with such entities following the sale shall be terminated in 2005 and
the Accounts of such Participants shall be distributed, and shall be included
in the Participants’ income, during calendar year 2005.


 


                2.             In connection with the Company’s execution of an Agreement and
Plan of Merger, by and among the Company, DST lock\line, Inc.,
Asurion Corporation, and Cardinal Corporation (“Transaction”):


 


                (a)           the Accounts of any Participants
employed by DST lock\line, Inc. (or its subsidiaries) shall be fully vested as
of the Effective Date (as defined in the Agreement and Plan of Merger) of such
Transaction; and


 


                (b)           the “last-day” requirement of Section
4.3(b) shall be waived, provided the Effective Date (as defined in the Agreement and Plan of Merger) of such
Transaction occurs on or before December 31, 2005.


 


3.             Effective
with respect to amounts deferred under the SERP before or after the date of
this amendment, except as otherwise provided in paragraph 4 below, the SERP is
amended to add the change in control of DST or any Affiliated Company as a new
payment event with respect to affected Participants, as permitted under Code
Section 409A and guidance issued thereunder. 
Upon a change in control, the vested portion of the affected Participant’s
benefit shall be distributed to the Participant in a lump sum cash payment as
soon as administratively practicable after the Valuation Date coinciding with
or immediately following such change in control.  The amount to be distributed to a Participant
pursuant to this paragraph shall be the value of the vested portion of the
Participant’s Account as of the Valuation Date coinciding with or immediately
following the change in control.  For
this purpose, “change in control” shall have the meaning provided in Code
Section 409A and guidance issued thereunder.


 


4.             In
no event shall the amendments set forth herein apply to amounts deferred and
vested under the Plan on or before December 31, 2004 (“grandfathered amounts”).  Such grandfathered amounts shall continue to
be subject to the terms of the Plan as it existed as of such date and this
amendment shall have no force or effect.


 


THIS
AMENDMENT has
been 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