exv10w5



 




Exhibit 10.5


FIRST AMENDMENT

TO THE STILWELL FINANCIAL INC.

401(k), PROFIT SHARING AND EMPLOYEE STOCK OWNERSHIP PLAN




     The Stilwell Financial Inc. 401(k), Profit Sharing and Employee Stock Ownership Plan, as restated effective
November 1, 2001 (the “Plan”) is hereby amended as follows, effective January 1, 2002:




	 	1.  	Section 1.33 of the Plan is amended by adding the
following paragraph to the end of Section 1.33 as follows:
	 
	 	   	Notwithstanding the foregoing provisions of this Section 1.33, the Accrued Benefit of each Participant affected
by a partial termination of the Plan due to a reduction in force program shall be fully vested and 100% nonforfeitable.
For purposes of this Section 1.33, a Participant shall be considered affected by a reduction in force program if such
Participant’s employment with an Employer is terminated by an Employer as the result of and as part of a formally announced
reduction in force program. A Participant shall not be considered affected by a reduction in force program if the
Participant’s employment with the Employer is terminated due to death, disability, voluntary termination of employment or
any involuntary termination of employment initiated by an employer with or without cause, inadequate job performance, or
any other reason that is unrelated to a formal reduction in force program.
	 
	 	2.  	Except as amended above, the Plan shall remain in full force and effect.





     IN WITNESS WHEREOF, Stilwell Financial Inc. has executed this First Amendment in Kansas City, Missouri, as of this 3rd day
of December, 2001.



	 	 	 	 	 	 	 
	 	 	Stilwell Financial Inc.	 	 
	 	 	
By:
	 	/s/ Gwen Royle


VP - Legal
	 	 
	ATTEST:	 	 	 	 	 	 
	[SIG]

	 	 	 	 	 	 


















 





Second Amendment to the

Stilwell Financial Inc. 401(k), Profit Sharing and

Employee Stock Ownership Plan



The Stilwell Financial Inc. 401(k), Profit Sharing and Employee Stock Ownership
Plan, as restated effective November 1, 2001, as previously amended (“the Plan”) is
hereby amended, effective January 1, 2002 for items 1 through 7, and effective July
1, 2002 for items 8 through 10, as follows;





	1.  	Section 5.05 Financial Hardship Withdrawals is amended by deleting
subsection (e) and substituting the following:






	 	(e) 	Safe Harbor






	 	  	No withdrawal may be made until the Participant has obtained all distributions,
other than hardship distributions, and all nontaxable loans currently
available to the Participant under all plains maintained by the Employer.






	2.  	Section 5.06 Limitation on Distributions from Elective Contributions
Accounts is amended by deleting subsection (g) and substituting the following:






	 	(g)  	distribution upon severance from employment shall apply to
distributions after December 31, 2001. However. such a distribution shall be
subject to the other provisions of the Plan regarding distributions, other
than provisions that requite a separation from service before such amounts
may be distributed. Notwithstanding the foregoing, if there is a transfer of
Plan assets relating to any portion of a Participant’s benefit under the
Plan to a plan of a successor employer, then such Participant shall be
treated as not having a severance from employment with the employer
maintaining the plan that covers the Participant. Such transfer of plan
assets shall not include a rollover or elective transfer.






	3.  	Section 7.03 Disability Retirement is amended by deleting the second
paragraph and substituting the following:






	 	 	Disability means the determination by the Plan Administrator that a Participant
is unable by reason of any medically determinable physical or mental impairment
to perform the usual duties of the Participant’s employment or of any other
employment for which the Participant is reasonably qualified based upon the
Participant’s education, training and expertise for an indefinite period which
the Plan Administrator considers will be of long continued duration.










 









 












	4.  	Article 12 Top-Heavy Definitions is amended by adding the following
initial paragraph before Section 12.01:






	 	The following shall apply for purposes of determining whether the Plan is a
Top-Heavy Plan under Code Section 416(g) for Plan Years beginning after December
31, 2001, and whether the Plan satisfies the minimum benefit requirements of Code
Section 416(g) for such years.






	5.  	Section 12.01 Top-Heavy Definitions is amended by deleting subsection
(f) Plan Distributions in its entirety and substituting the following:






	 	(f)	Plan Distributions






	 	 	The Present Value of Accrued Benefits and the amounts of account balances of
an Employee as of the Determination Date shall be increased by the Plan
Distributions made with respect to the Employee under the Plan and any plan
aggregated with the Plan under Code Section 416(g)(2) during the 1 -year
period ending on the Determination Date. The preceding sentence shall also
apply to distributions under a terminated plan which, had it not been
terminated, would have been aggregated with the Plan under Code Section
416(g)(2)(A)(i). In the Case of a Plan Distribution made for a reason other
than separation from service, death, or disability, this provision shall be
applied by substituting “5-year period” for “1-year period.”






	6.  	Section 12.01 Top-Heavy Definitions is amended by deleting subsection
(g) Present Value of Accrued Benefit and substituting the following:






	 	(g)  	Present Value of Accrued Benefit






	 	   	In the case of a defined benefit plan, a Participant’s Present Value of
Accrued Benefit, for Top-Heavy determination purposes, will be determined
using the following rules:






	 	(1)	The Present Value of Accrued Benefit will be
determined as of the most recent “valuation date” within a 12-month period ending on the Determination
Date.
	 
	 	(2)  	For the first Plan Year, the Present Value of
Accrued. Benefit will be determined as if
(A) the Participant terminated service as of the Determination Date; or (B)
the Participant terminated service as of the valuation date, but taking into
account the estimated Present Value of Accrued Benefits as of the Determination Date.
	 
	 	(3) 	For any other Plan Year, the Present Value of
Accrued Benefit will be determined as
if the Participant terminated service as of the valuation date.
	 
	 	(4)	The valuation date must be the same date used for
computing the defined benefit
plan minimum funding costs, regardless of whether a calculation is
performed that plan year.
	 
	 	 	 





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  	5. 
	 A Participant’s Present Value
        of Accrued Benefit as of a Determination Date will be the sum of:
	 	 	 
	 	(A)  	the present value of the Participant’s Accrued Benefit determined
        using the actuarial assumptions which are specified below; plus
	 
	 	(B)	any Plan Distributions made within the Plan Year that includes the Determination
        Date or within the four preceding Plan Years; plus
	 
	 	(C)  	any employee contributions, whether voluntary or mandatory. However,
        amounts attributable to qualified voluntary employee contributions, as
        defined in Code Section 219(e)(2) will not be considered to
be a part of the Participant’s Present Value of Accrued Benefit.






	 	 	For purposes of this Section, the present value of a Participant’s Accrued
Benefit will be equal to the greater of the present value determined using
the actuarial assumptions which are specified in the defined benefit plan
or the present value determined using the Applicable Interest Rate and the
Applicable Mortality Table.
	 
	 	 	The Applicable Interest Rate is the rate equal to the annual rate of
interest on 30-year Treasury securities for the month of November
preceding the first day of the year of distribution or such other time as
the Secretary of the Treasury may by regulations prescribe.
	 
	 	 	The Applicable Mortality Table is the table based on the mortality rates in
Revenue Ruling 95-6 or such other table as the Secretary of the Treasury
may later prescribe.
	 
	 	6.  	Solely for the purpose of determining if this Plan
(or any other plan included in a Required Aggregation Group of which this
Plan is a part) is Top-Heavy, the Accrued Benefit of any Employee other
than a Key Employee will be determined under






	 	(A) 	the method, if any, that uniformly applies
for accrual purposes under all plans
maintained by the Employer or any Related Employer, or
	 
	 	(B) 	if there is no such method, as if the benefit
accrued no more rapidly than the
slowest accrual rate permitted under the fractional accrual rate of
Code Section 411(b)(1)(C).






	 7.	Section 12.02 Minimum Benefit for a Top-Heavy Plan is amended by adding the
following subsection (c) Minimum Benefits:






	 	(c)	Minimum Benefits
	 
	 	 	Employer matching contributions will be taken into account for purposes of
satisfying the minimum contribution requirements of Code
Section 416(c)(2)
and the Plan. The preceding sentence shall apply with respect to matching
contributions under the Plan, or





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if the Plan provides that the minimum contribution
requirement will be met in another plan, such other plan. Employer matching
contributions that are used to satisfy the minimum contribution requirements
will be treated as matching contributions for purposes of the Actual
Contribution Percentage Test and other requirements of Code Section 401(m).





	8.  	Section 3.01 Employee Pre-tax Contribution Account is amended by deleting
subsection 3.01(b)(l) and substituting the following:






	 	(1)	Amount of Contribution
	 
	 	 	Each Participant may elect, pursuant to a Payroll Withholding Agreement, to
make an Employee Pre-Tax Contribution not to exceed seventy-five (75) percent
of the Participant’s Compensation. Such contribution will be designated as a
whole percentage of Compensation or a whole dollar amount. Each Participant
may elect to have two Payroll Withholding Agreements: (a) the regular Payroll
Withholding Agreement, which will apply to base compensation and overtime
compensation; and (b) the bonus Payroll Withholding Agreement, which will
apply to all compensation other than base compensation and overtime
compensation (by way of illustration and not as a limitation, bonus
compensation, incentive compensation and performance compensation). If a
Participant does not elect to have two Payroll Withholding Agreements, a
single Payroll Withholding Agreement will apply to all Compensation.






	9.  	Section 4.04 ESOP Diversification is amended by deleting the entire section and
substituting in its place the following:
	 
	 	4.04 ESOP Diversification
	 
	 	Except as provided in this Section 4.04, a Participant does not have the right to
direct the Trustee with respect to the investment or reinvestment of the assets
comprising the Participant’s ESOP Stock Bonus Contributions Account.






	 	(a)  	Each Participant who is or becomes 100% vested in the
Participant’s ESOP Stock Bonus Contributions Account, in accordance with Section 1.33, may direct the
Trustee as to the investment of 50% of the value of the Participant’s Accrued Benefit
attributable to Employer Securities (the Eligible Accrued Benefit).
	 
	 	(b)  	Each Participant who obtains age 55 or older and who is or
becomes 100% vested in
the Participant’s ESOP Stock Bonus Contributions Account, in accordance with
Section 1.33, may direct the Trustee as to the investment of 100% of the value
of the Participant’s Accrued Benefit attributable to Employer Securities (the Eligible
Accrued Benefit).
	 
	 	(c)  	The Plan Administrator shall maintain records which indicate
the Eligible Accrued Benefit of each Participant.






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	 	(d)  	Each Participant who elects to
diversify pursuant to this Section 4.04 may direct the investment
in the same manner as described in Section 4.02. Once diversified,
the Participant may not direct the investment of the diversified
amount to acquire Employer Securities.






	10.  	Section 7.07 Timing and Form of Benefit Payments is amended by
deleting the first paragraph in 7.07 (b) and substituting the following:






	 	(b) 	Form of Benefit Payment






	  	The form of benefit will be a single sum payment, However’ the single sum
payment requirement shall apply independently to distributions of
Employer Securities and distribution of all assets other than Employer
Securities, so as to enable a Participant to obtain a distribution of all
Employer Securities in the Participant’s Account while deferring
distribution of all assets other than Employer Securities, or
vice–versa.
No partial distributions of Employer Securities or assets other than
Employer Securities shall be allowed.
	 
	 	All distributions of Employer Securities in a Participant’s account
shall be made in-kind in the form of Employer Securities. A Participant
may, however, elect to receive distributions in cash based on the fair
market value of the Employer Securities as of the Valuation Date
corresponding to the distribution or in combination of cash and Employer
Securities. Any fractional share of an Employer Security shall be paid in
cash.




IN WITNESS WHEREOF, the Employer, has caused this instrument to be executed as
of the date specified below.




    	 	 	 	 	 	 	 	 	 
	 
	 	 	 	STILWELL FINANCIAL INC	 	 
	 
	 	 	 	 	 	 	 	 
	Dated:
          
	 	March 12, 2002 	 	By: 	 	/s/ Gwen E. Royle	 	 
	 
	 	  	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	Its: 	 	Vice President — Legal	 	 
	 
	 	 	 	 	 	 	 	 







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