
                                                        EXHIBIT 4.10.3



                         SECOND AMENDMENT
                                TO
                INVESTORS FIDUCIARY TRUST COMPANY
                     INVESTMENT SAVINGS PLAN


     WHEREAS, effective January 1, 1996, Investors Fiduciary
Trust Company ("IFTC") as the employer established the "Investors
Fiduciary Trust Company Investment Savings Plan" ("Plan") by
executing on December 15, 1995, that certain "Standardized
Form/Customized Adoption Agreement-001" ("Adoption Agreement")
under that certain prototype plan known as the "Godwins Booke &
Dickenson Prototype Profit Sharing and Employee Savings Plan and
Trust" ("Prototype Plan Document");

     WHEREAS, IFTC also serves as trustee of the Plan;

     WHEREAS, by written instrument dated February 26, 1996, IFTC
as employer adopted the First Amendment to the Plan, which
amendment was in the form of an amendment to the Adoption
Agreement, and such amendment had the effect of withdrawing the
Plan from the aforesaid prototype plan program and making the
Plan an "individually designed plan" under Section 11.1.2 of the
Prototype Plan Document;

     WHEREAS, once the Plan became an "individually designed
plan," it was the intention of IFTC to maintain the Plan under
the following documents taken together:  (1) Prototype Plan
Document, (2) Adoption Agreement and (3) the First Amendment,
which said documents taken together shall hereinafter be referred
to as the "Plan";

     WHEREAS, under Section 11.1.2 of the Prototype Plan Document
IFTC reserved the right to amend the Plan;

     WHEREAS , IFTC now desires to further amend the Plan by
amending the Prototype Plan Document and the Adoption Agreement.

     NOW, THEREFORE, IFTC as employer and trustee hereby amends
the Investors Fiduciary Trust Company Investment Savings Plan
effective January 1, 1996, as follows:

     A.   AMENDMENTS TO THE ADOPTION AGREEMENT

     1.   Sections IV.B. and C. are hereby deleted in their
          entirety and new Sections IV. B. and C. are hereby
          substituted in lieu thereof to provide as follows:

          B.   Number of years of service and minimum age
               required to participate (1.40):



<PAGE>



               Each employee becomes a participant in the
               plan on the entry date specified in D. below
               (if hired on that date) immediately following
               the later of the date on which he completes
               one Year of Service or attains age 21.  The
               eligibility conditions of this Section IV. B.
               apply only to an employee hired after
               December 31, 1995, or to an employee who was
               hired before December 31, 1995, but who had
               not attained age 21 by that date.  Any
               employee employed on or before December 31,
               1995, who had attained age 21 by that date
               becomes a participant in the plan on January
               1, 1996.

          C.   [RESERVED]

     2.   Section V.B. is hereby deleted in its entirety and a
          new Section V.B. is hereby substituted in lieu thereof
          to provide as follows:

          B.   Prior service with certain affiliated or
               related employers (1.52.2):

               Service with IFTC and DST Systems, Inc. and
               its affiliates shall be recognized as service
               under the Plan.  Moreover, if IFTC is a
               member of a related group, the term
               "Employer" includes the related group members
               for purposes of crediting Hours of Service,
               determining Years of Service and Breaks in
               Service under the Plan, applying the
               limitations on allocations in Section 23,
               applying the top heavy rules and the minimum
               allocation requirements of Section 22, the
               definitions of employee, highly compensated
               employee, compensation and leased employee,
               and for any other purpose required by the
               applicable Code section or by a Plan
               provision.  However, only IFTC may contribute
               to the Plan and only an employee employed by
               IFTC is eligible to participate in this Plan. 
               A related group is a controlled group of
               corporations (as defined in Code Section 414(b)),
               trades or businesses (whether or not
               incorporated) which are under common control
               (as defined in Code Section 414(c)) or an affiliated
               service group (as defined in Code Section 414(m) or
               in Code Section 414(o)).

     3.   Section VI.A. as amended by the First Amendment of the
          Plan dated February 26, 1996 is hereby deleted in its
          entirety and Section VI.A. shall read as originally
          stated in the Adoption Agreement executed December 15,
          1995, and the following special definition for salary
          reduction contributions is hereby added to provide as
          follows:

               Special definition for salary reduction
               contributions:  For purposes of determining
               the employee's salary reduction contributions
               under a salary reduction agreement,
               "compensation" shall not include any <PAGE> payments
               other than (1) regular salary or wages, (2)
               overtime pay and (3) the IFTC Bonus Program.

     4.   Section XI.G. is hereby deleted in its entirety and a
          new Section XI.G. is hereby substituted in lieu thereof
          to provide as follows:

          G.   Hardship withdrawals (6.5): [Select one]

                    ____ (1)  Hardship distributions shall
                              not be permitted under the
                              plan.

                    X    (2)  Hardship distributions shall
                              be permitted under the plan. 
                              Hardship distributions shall
                              be available from the vested
                              portion of the following
                              accounts of the participant:
                              [Select one]

                        X    (a)  All of his accounts
                                  (other than his qualified
                                  matching contribution
                                  account and his qualified
                                  non-elective contribution
                                  account);

                        ____ (b)  His elective deferral
                                  account only (excluding
                                  earnings credited as of
                                  any plan year ending
                                  after July 1, 1989);

                        ____ (c)  The elective deferrals
                                  credited to his elective
                                  deferral account only
                                  (excluding all earnings).

    5.   Section XIII.A. is hereby deleted in its entirety and a
         new Section XIII.A. is hereby substituted in lieu
         thereof to provide as follows:

              A.   Permissibility of participant loans
                   (6.4):

                   Loans to participants who are active
                   employees of the Employer shall be
                   permitted under the plan.

    6.   Section IX.A.(2) is hereby deleted in its entirety and
         a new Section IX.A.(2) is hereby substituted in lieu
         thereof to provide as follows:

         (2)  The amount of matching contributions to the
              plan by the Employer with respect to each
              participant's elective deferrals made during
              a plan year shall equal:  100% of the
              participant's elective deferrals not in
              excess of 3% of the participant's
              compensation as defined in Section VI.A. for
              purposes of a participant's salary reduction
              contribution.



<PAGE> 


    7.   Section XI.B. is hereby amended to add a proviso at the
         end of the section to read as follows:

              PROVIDED, that any participant having an
              account balance that was transferred from
              either the DST Systems, Inc. Profit Sharing
              Plan or the DST Systems, Inc. 401(k) Plan
              shall be entitled to retire following
              attainment of age 60 without any minimum
              service requirement.

    8.   Section XII.A. is hereby deleted in its entirety and a
         new Section XII.A. is hereby substituted in lieu
         thereof to provide as follows:

         A.   Vesting schedule (2.3.4; 2.4; 5.1; 5.2):

              The nonforfeitable percentage of each
              participant in his matching contribution
              account and discretionary Employer
              contribution account shall be determined
              according to the following schedules:

              (1)  Discretionary employer contribution
                   account:  100% vesting after 5 years of
                   service

              (2)  Employer matching contribution account: 
                   immediate 100% vesting

              (3)  Special vesting schedule for
                   participants with prior vesting credit
                   under the DST Systems, Inc. Profit
                   Sharing Plan:  for purposes of the
                   discretionary employer contribution
                   account and any accounts transferred to
                   the plan pursuant to Section 18.2 of the
                   Prototype Plan Document which are not
                   100% vested immediately prior to
                   transfer to this plan, the following
                   vesting schedule will apply:

                   Years of Service         Vesting Percentage

                   Less than 1                           0
                            1                           10
                            2                           20
                            3                           30
                            4                           40
                            5                         100

    9.   Section XIV.A.(3) is hereby deleted in its entirety and
         a new Section XIV.A.(3) is hereby substituted in lieu
         thereof to provide as follows:



<PAGE> 



                   X    (3)  Each participant shall be
                             permitted to direct the
                             investment and reinvestment of
                             one or more of the following
                             separate accounts, which are a
                             part of his entire account,
                             among the directed investment
                             funds:

                        ____ (a)  the discretionary
                                  Employer contribution
                                  account; 

                        ____ (b)  the deductible
                                  contribution account;

                        ____ (c)  the mandatory
                                  contribution account;

                        X    (d)  the elective deferral
                                  account;

                        X    (e)  the qualified
                                  non-elective contribution
                                  account;

                        ____ (f)  the employee after-tax
                                  contribution account;

                        X    (g)  the matching contribution
                                  account;

                        X    (h)  the qualified matching
                                  contribution account;

                        X    (i)  the rollover account; and

                        X    (j)  the direct transfer
                                  account, EXCEPT to the
                                  extent of account
                                  balances attributable to
                                  discretionary employer
                                  contributions under the
                                  DST Systems, Inc. Profit
                                  Sharing Plan.

    10.  Section XIV.B.(1) is hereby deleted in its entirety and
         in lieu thereof Section XIV.B.(2) is hereby elected.

    B.   AMENDMENTS TO THE PROTOTYPE PLAN DOCUMENT

    1.   Section 6.6.10 of the Prototype Plan Document is hereby
         deleted in its entirety and a new Section 6.6.10 is
         hereby substituted in lieu thereof to provide as
         follows:

                   6.6.10  The occurrence of any one or
              more of the following events of default shall
              constitute a default by the borrower under
              the terms of the loan, whereupon the unpaid
              balance of the note, together with accrued
              interest, will immediately become due and
              payable without presentment, demand, protest,
              or notice of any kind.  Events <PAGE> of default
              include: (i) failure to make any payment
              within 90 days when due, whether by
              acceleration or otherwise; (ii) termination
              of service of the borrower; (iii) bankruptcy
              or insolvency of the borrower and (iv) death,
              dissolution, insolvency, business failure,
              appointment of a receiver of any part of the
              property of, assignment for the benefit of
              creditors by, or the commencement of any
              proceeding under any bankruptcy or insolvency
              laws of, by or against the borrower.  Prior
              to the foreclosure and attachment, the unpaid
              principal and interest of the loan shall bear
              interest at a rate two percentage points
              greater than the rate set forth in a note. 
              If the unpaid principal and interest exceed
              the amount of the defaulting borrower's
              account that is pledged as security, all or
              any part of any additional security pledged
              to secure the loan, in the discretion of the
              Committee, may be sold at private or public
              sale.  The proceeds of such sale shall be
              applied first to pay the expenses of
              conducting the sale, including reasonable
              attorneys' fees, then to accrued interest,
              and then to principal of the loan.  The
              borrower shall remain liable for any
              deficiency.  Any surplus shall be paid to the
              borrower.  No distribution under the plan to
              or on behalf of the borrower shall be made
              unless and until all unpaid loans, including
              interest thereon, are satisfied.

    2.   Section 8 of the Prototype Plan Document is hereby
         deleted in its entirety and a new Section 8 is hereby
         substituted in lieu thereof to provide as follows:

              Section 8.  Participant Directed Investments:

                   8.1  Participant directed investments: 
              Notwithstanding any other provisions of the
              plan, each participant having an amount to
              his credit under the plan may, acting through
              the Committee, direct the Trustee as to the
              investment or reinvestment of his account to
              the extent permitted by the Employer in the
              Adoption Agreement, subject to the following
              provisions of this Section 8 and Section 9:

                        8.1.1  Directed investment funds: 
                   The investment manager appointed
                   pursuant to Section 20.1.3 hereof shall
                   determine from time to time the
                   investment options ("directed investment
                   funds") available to participants.  Each
                   participant shall be entitled to direct
                   the investment and reinvestment of such
                   of his separate accounts as shall be
                   permitted in the Adoption Agreement
                   ("directed separate accounts") among the
                   directed investment funds.  Each
                   directed separate account of a
                   participant shall be divided into
                   sub-accounts reflecting <PAGE> the portion of
                   such directed separate account invested
                   in each directed investment fund ("fund
                   accounts").

                        8.1.2.  Adjustment of fund
                   accounts:  Except as otherwise
                   specifically provided herein, each fund
                   account shall be adjusted as of each
                   adjustment date in the manner provided
                   in Section 7, as if it were the entire
                   directed separate account of the
                   participant to which it is subsidiary,
                   with respect to distributions,
                   withdrawals, loans, contributions and
                   forfeitures allocated to it and with
                   respect to its share of the net income
                   or net loss of the directed investment
                   fund of which it is a part.

                        8.1.3  Direction of future
                   contributions:  In accordance with
                   procedures adopted by the Committee,
                   contributions allocated to a
                   participant's directed separate accounts
                   shall be apportioned among the directed
                   investment funds in the manner
                   designated by the participant.  Any such
                   designation for future contributions
                   shall be made in multiples of the
                   percentage chosen by the Employer in the
                   Adoption Agreement.  Any designation
                   among the directed investment funds
                   shall remain in effect unless and until
                   the participant shall file a timely
                   application providing for a different
                   designation.  A participant may change
                   his investment direction at such
                   intervals during the plan year as
                   designated by the Employer in the
                   Adoption Agreement.  If for any reason a
                   participant shall not have made an
                   effective designation with respect to
                   any portion of a contribution allocated
                   to a directed separate account, such
                   contribution for which no designation
                   was made shall be invested by the
                   investment manager.

                        8.1.4  Reallocations among directed
                   investment funds:  In accordance with
                   procedures adopted by the Committee, a
                   participant shall be entitled to
                   reallocate the amount credited to each
                   of his directed separate accounts among
                   the available directed investment funds
                   in multiples of the percentage
                   designated by the Employer in the
                   Adoption Agreement.  Such reallocations
                   may be made at such intervals during the
                   plan year as designated by the Employer
                   in the Adoption Agreement.

                        8.1.5  Notification of Trustee: 
                   The Committee shall notify the Trustee
                   of all directions made in accordance
                   with <PAGE> Section 8.1.3 and 8.1.4 as soon as
                   practicable following their receipt.

                   8.2  Rights in directed investment
              funds:  Notwithstanding the fact that all or
              a portion of a participant's account may be
              invested in directed investment funds
              selected by the investment manager and may be
              expressed in dollars, shares, or units in a
              particular directed investment fund, such
              references shall mean the aggregate of the
              dollar amount credited to the participant's
              account at any point in time.  Nothing
              contained in this Section 8 shall be deemed
              to give any participant any interest in any
              specific property in any directed investment
              fund or any interest in the plan, other than
              (i) the right to receive payments or
              distributions in accordance with the plan,
              (ii) the right to instruct the Trustee how to
              vote the securities in the directed
              investment funds as permitted under Section
              8.7; (iii) the right to instruct the Trustee
              with respect to the sale, exchange, or
              transfer of the securities in the directed
              investment funds as permitted under Section
              8.8, or (iv) to exercise any other right
              specifically granted to the participant under
              the plan.

                   8.3  Effect of participant loans: In the
              event the participant's separate account from
              which an amount is borrowed pursuant to
              Section 6.6 is also a directed separate
              account, the amount borrowed from such
              account shall be withdrawn from the fund
              accounts with respect to such directed
              separate account on a pro rata basis.  Any
              repayment of principal and interest on such
              borrowed amount shall be reinvested in the
              participant's fund accounts in accordance
              with the participant's investment direction
              in effect on the adjustment date as of which
              such repayment is credited to the
              participant's directed separate account.

                   8.4  Distributions from directed
              separate accounts: In the event the
              participant's separate accounts from which an
              amount is to be distributed or withdrawn are
              also directed separate accounts, the amount
              distributed from such accounts shall be
              withdrawn from the fund accounts with respect
              to each such directed separate account on a
              pro rata basis.

                   8.5  Accounts not subject to participant
              direction: In the event a participant is not
              permitted to direct the investment and
              reinvestment of one or more of his separate
              accounts, such separate accounts shall remain
              subject to the investment discretion of the
              investment manager.




<PAGE> 


                   8.6  Authority of Trustee and Committee:
              The Trustee shall have and may exercise all
              powers necessary or advisable in order to
              implement the provisions of this Section 8.
              The Committee may promulgate rules or by-laws
              supplementing and implementing the provisions
              of this Section 8, including such rules or
              by-laws as may be necessary from time to time
              in order to provide a participant or
              beneficiary, within the meaning of Section
              404(c) of ERISA and the regulations
              thereunder, an opportunity (i) to exercise
              control over assets in his account, and (ii)
              to choose, from a broad range of investment
              alternatives, the manner in which some or all
              of the assets in his account are invested. 
              If it is not practicable for the Trustee to
              effect the transfer of funds on any date
              provided in this Section 8, the Trustee shall
              effect such transfer on the first practicable
              date thereafter.

                   8.7  Voting of stock held in directed
              investment funds: The Employer elects to
              pass-through voting of stock allocated to a
              participant's separate accounts to such
              participants or their beneficiaries under the
              plan, and the following provisions shall
              apply:

                        8.7.1     Participant voting of
                   stock:  Each participant or beneficiary
                   shall be entitled to direct the Trustee
                   as to the manner in which shares of
                   stock allocated to the participant's
                   separate accounts shall be voted with
                   respect to any corporate matter that
                   involves voting the stock allocated to
                   the participant's separate accounts as
                   of any record date.

                        8.7.2     Trustee's
                   responsibilities:  The Trustee shall
                   vote the stock held by the trust on the
                   record date only as directed by the
                   participants or investment manager.

                        8.7.3     Voting instructions from
                   participants:  The Trustee shall vote
                   such stock in accordance with the timely
                   instructions of the respective
                   participants and beneficiaries.  The
                   Trustee shall be responsible for
                   soliciting and tabulating such votes. 
                   Prior to the voting of stock, the
                   Committee shall distribute to each
                   participant and beneficiary the same
                   information concerning the vote as is
                   furnished by the issuer to its
                   shareholders.  If the issuer does not
                   furnish any such information within the
                   appropriate time period under applicable
                   state corporate law prior to the
                   shareholders' meeting, the Committee
                   shall, as soon as practicable, provide
                   each participant and beneficiary with an
                   explanation of those <PAGE> matters that to the
                   best knowledge of the Committee are to
                   be presented at such meeting for action
                   by shareholders and are subject to
                   direction by the participant or
                   beneficiary and an appropriate form on
                   which the participant or beneficiary may
                   direct voting on such matters.  If the
                   Trustee does not receive participant or
                   beneficiary instructions with respect to
                   any stock or such instructions are not
                   timely received, such stock shall be
                   voted by the Trustee only as directed by
                   the investment manager.

                   8.8  Tendering:  The following
              provisions shall apply in the event a tender
              offer or exchange offer, including but not
              limited to a tender offer or exchange offer
              within the meaning of the Securities Exchange
              Act of 1934, as amended, for any stock held
              by the trust in a directed investment fund (a
              "tender offer") is commenced.

                        8.8.1     Independent recordkeeper;
                   Trustee's responsibilities:  In the
                   event a tender offer for the stock held
                   by the trust is commenced, the functions
                   under the plan applicable to
                   participation of such stock in the
                   tender offer shall be undertaken by the
                   independent recordkeeper appointed by
                   the Committee at the time the tender
                   offer is commenced, and the Committee
                   shall not undertake any recordkeeping
                   function under the plan that would serve
                   to violate the confidentiality of any
                   directions given by the participants or
                   beneficiaries in connection with the
                   tender offer.  The independent
                   recordkeeper shall use its best efforts
                   to timely distribute or cause to be
                   distributed to each participant and
                   beneficiary such information as is being
                   distributed to other shareholders in
                   connection with the tender offer.  The
                   Trustee shall have no discretion or
                   authority to sell, exchange or transfer
                   any of the stock held in the
                   participant's separate accounts pursuant
                   to such tender offer except to the
                   extent, and only to the extent, that the
                   Trustee is timely directed to do so in
                   writing as follows:

                        (i)  Each participant and
                             beneficiary shall be entitled
                             to direct the independent
                             recordkeeper with respect to
                             the sale, exchange, or
                             transfer of the stock
                             allocated to the participant's
                             separate accounts.  The
                             independent recordkeeper shall
                             then instruct the Trustee as
                             to the number of shares to be
                             tendered, in <PAGE> accordance with
                             the above directions.  The
                             Committee shall instruct the
                             Trustee to follow the
                             directions of the independent
                             recordkeeper pursuant to the
                             terms of the tender offer. 
                             Instructions received from
                             participants and beneficiaries
                             by the independent
                             recordkeeper shall be held in
                             the strictest confidence and
                             shall not be divulged or
                             released to any person
                             including the Committee, or
                             the officers, directors, or
                             employees of the Employer.

                        (ii) The independent recordkeeper
                             shall instruct the Committee
                             and the Trustee as to the
                             number of shares for which it
                             did not receive any
                             instructions or instructions
                             were not timely received.  The
                             Trustee shall tender or not
                             tender such shares of stock
                             only as directed by the
                             investment manager.

                   8.8.2     Records:  Following any tender
              offer that has resulted in the sale or
              exchange or any shares of stock held by the
              trust, the independent recordkeeper to which
              responsibility has been transferred shall
              continue to maintain on a confidential basis
              a record of the separate account of each
              participant or beneficiary to which shares of
              stock were allocated at any time during such
              offer, until complete distribution of such
              stock.  The recordkeeper shall keep
              confidential any instructions that it may
              receive from participants or beneficiaries
              relating to the tender offer.

    3.   Sections 11.1.1 and 11.1.2 of the Prototype Plan
         Document are hereby deleted in their entirety and new
         Sections 11.1.1 and 11.1.2 are hereby substituted in
         lieu thereof to provide as follows:

                   11.1.1    [RESERVED]

                   11.1.2    The Employer acting through
              its Board has the right at any time and from
              time to time to amend this plan in any
              manner.

    4.   Section 12 of the Prototype Plan Document is hereby
         deleted in its entirety and a new Section 12 is hereby
         substituted in lieu thereof to provide as follows:

              Section 12.  Allocation of Responsibilities
              Among Named Fiduciaries:




<PAGE> 


                   12.1 Duties of named fiduciaries:  The
              named fiduciaries with respect to the plan
              and the fiduciary duties and other
              responsibilities allocated to each, which
              shall be carried out in accordance with the
              other applicable terms and provisions of the
              plan, are as follows:

                   12.1.1 Board:

                        (i)       To amend the plan;

                        (ii)      To appoint and remove
                                  members of the Committee,
                                  including the plan
                                  administrator;

                        (iii)     To appoint and remove any
                                  investment managers;

                        (iv)      To appoint and remove the
                                  Trustee under the plan;

                        (v)       To determine the amount
                                  to be contributed to the
                                  plan each year by the
                                  Employer; and

                        (vi)      To terminate the plan.

                   12.1.2    Committee:

                        (i)       To interpret the
                                  provisions of the plan
                                  and to determine the
                                  rights of participants
                                  under the plan, except to
                                  the extent otherwise
                                  provided in Section 16
                                  relating to claims
                                  procedure;

                        (ii)      To administer the plan in
                                  accordance with its
                                  terms, except to the
                                  extent powers to
                                  administer the plan are
                                  specifically delegated to
                                  another named fiduciary
                                  or other person or
                                  persons as provided in
                                  the plan;

                        (iii)     To account for the
                                  accrued benefits of
                                  participants;

                        (iv)      To direct the Trustee in
                                  the distribution of trust
                                  assets; and



<PAGE> 


                        (v)       To establish such
                                  procedures as it may be
                                  advisable for the proper
                                  administration of the
                                  plan, including, but not
                                  limited to, procedures
                                  for changes in investment
                                  directions, transfers of
                                  assets between fund
                                  accounts, and
                                  applications for elective
                                  deferrals, employee
                                  after-tax contributions,
                                  participant loans,
                                  withdrawals,
                                  distributions, direct
                                  transfers, and rollover
                                  contributions.

                   12.1.3    Plan Administrator:

                        (i)       To file such reports as
                                  may be required with the
                                  United States Department
                                  of Labor, the Internal
                                  Revenue Service, and any
                                  other government agencies
                                  to which reports may be
                                  required to be submitted
                                  from time to time;

                        (ii)      To comply with
                                  requirements of law for
                                  disclosure of plan
                                  provisions and other
                                  information relating to
                                  the plan participants and
                                  other interested parties;
                                  and

                        (iii)     To administer the claims
                                  procedure to the extent
                                  provided in Section 16.

                   12.1.4    Trustee:

                        (i)       To invest and reinvest
                                  trust assets pursuant to
                                  direction of the
                                  participants or any
                                  investment manager(s)
                                  appointed by the Board;

                        (ii)      To make distributions to
                                  plan participants as
                                  directed by the
                                  Committee;

                        (iii)     To render annual
                                  accountings to the
                                  Employer as provided in
                                  the plan; and

                        (iv)      Otherwise to hold,
                                  administer and control
                                  the assets of the trust
                                  as provided in Section 20
                                  of the plan.



<PAGE> 


                   12.1.5    Investment Manager:  The
              duties of the investment manager shall be to
              manage, acquire and dispose of assets of the
              trust, or to direct the Trustee in the
              management, acquisition, and disposition of
              assets of the trust.

                   12.1.6    Custodian: If the Trustee
              appoints a custodian to hold and manage the
              assets of the trust under the plan, then
              notwithstanding the foregoing provisions of
              this Section 12.1 or any other provisions of
              the plan, the duties of the custodian shall
              be to receive, hold, sell, exchange, and
              otherwise deal with the assets of the trust
              as instructed by the Trustee (or by the
              investment manager, if any, to the extent of
              the authority of the investment manager), to
              make distributions to participants as
              directed by the Committee, and to render
              accounts to the Trustee as provided in
              Section 20.2.

              12.2 Co-fiduciary liability:  Except as
         otherwise provided in ERISA, a named fiduciary
         shall not be responsible or liable for any act or
         omission of another named fiduciary with respect
         to fiduciary responsibilities allocated to such
         other named fiduciaries, and a named fiduciary of
         the plan shall be responsible and liable only for
         its own acts or omissions with respect to
         fiduciary duties specifically allocated to it and
         designated as its responsibility.

    5.   Section 18.2 of the Prototype Plan Document is hereby
         deleted in its entirety and a new Section 18.2 is
         hereby substituted in lieu thereof to provide as
         follows:

                   18.2 Special provision respecting assets
              transferred from DST plans:  It is
              anticipated that assets will be transferred
              to the plan from the DST Systems, Inc. Profit
              Sharing Plan and the DST Systems, Inc. 401(k)
              Plan with respect to participants in this
              plan who were previously participants in such
              DST plans.  Such transferred assets shall at
              the time of transfer be nonforfeitable and
              vested in the respective participants to the
              same extent as such assets were
              nonforfeitable and vested under such
              transferor plans immediately before the
              transfers.  Thereafter, such participants
              shall continue to vest in such assets under
              this Plan according to the "special vesting
              schedule" set forth in the Adoption Agreement
              Section XII.A.(3).

    6.   Section 18.5 of the Prototype Plan Document is hereby
         deleted in its entirety and a new Section 18.5 is
         hereby substituted in lieu thereof to provide as
         follows:

                   18.5 Separate accounts:  The Trustee
              shall keep a separate and identifiable
              account with respect to the transferred
              assets of each participant (which may be
              commingled for investment purposes with <PAGE> other
              assets of the trust), designated as the
              "direct transfer account," and moreover,
              shall subdivide such direct transfer account
              into subaccounts so as to be able to account
              separately for amounts transferred from the
              following DST plans' accounts: discretionary
              employer contribution and employee elective
              401(k) contribution.  The direct transfer
              account of each participant shall be adjusted
              in the manner specified in Section 7.

    7.   Section 20.1.2 of the Prototype Plan Document is hereby
         deleted in its entirety and a new Section 20.1.2 is
         hereby substituted in lieu thereof to provide as
         follows:

                   20.1.2 [RESERVED]

    8.   Section 20.1.3 of the Prototype Plan Document is hereby
         deleted in its entirety and a new Section 20.1.3 is
         hereby substituted in lieu thereof to provide as
         follows:

                   20.1.3    The Board shall direct the
              Trustee to segregate all or a specified
              portion of the trust assets into a separate
              fund (the "directed fund") and invest it in
              accordance with the directions of one or more
              investment managers appointed by the Board,
              subject to the following provisions:

                   (i)       Any investment manager so
                             appointed shall be (a)
                             registered as an investment
                             advisor under the Investment
                             Advisers Act of 1940; (b) a
                             bank, as defined in the
                             Investment Advisers Act of
                             1940; or (c) an insurance
                             company qualified under the
                             laws of more than one state to
                             manage, acquire, and dispose
                             of assets of the trust under
                             the plan.

                   (ii)      The Board shall deliver to the
                             Trustee a copy of a written
                             acknowledgment by the
                             investment manager that it
                             meets the requirements of
                             paragraph (i), that it is a
                             fiduciary with respect to the
                             plan, and that it has accepted
                             appointment as an investment
                             manager.  The Trustee shall be
                             protected in assuming that the
                             appointment of an investment
                             manager remains in effect
                             until the Trustee shall be
                             notified in writing by the
                             Board that such investment
                             manager has been removed or
                             has resigned.

                   (iii)     The Trustee shall invest and
                             reinvest the directed funds
                             only to the extent and in the
                             manner directed by <PAGE> the
                             investment manager.  Moreover,
                             the Trustee is not liable for
                             the acts or omissions of any
                             investment manager appointed
                             by the Board, nor is the
                             Trustee under any obligation
                             to invest or otherwise manage
                             any asset of the Plan which is
                             subject to the management of
                             the appointed investment
                             manager.  If the Trustee has
                             not received instructions from
                             an investment manager with
                             respect to the investment of
                             all or a part of the directed
                             fund, the Trustee shall invest
                             such amounts in interest
                             bearing obligations having
                             maturities of 90 days or less,
                             or in a common fund comprised
                             substantially of such
                             obligations, until directed
                             otherwise by the investment
                             manager.

                   (iv)      Any investment manager may
                             from time to time issue orders
                             for the purchase or sale of
                             securities directly to a
                             broker or dealer, and the
                             Trustee, upon direction from
                             the investment manager, shall
                             execute and deliver
                             appropriate trading
                             authorization.  Written notice
                             of the issuance of each order
                             and of execution of each order
                             shall be authority to the
                             Trustee to receive securities
                             purchased against payment
                             therefor and to deliver
                             securities sold against
                             receipt of the proceeds
                             therefrom, as the case may be.

                   (v)       Upon removal or resignation of
                             an investment manager, and
                             pending appointment of a
                             substitute investment manager,
                             the Trustee shall invest any
                             uninvested cash in the manner
                             described in paragraph (iii),
                             and shall not sell or
                             liquidate any investments of
                             the directed fund.

                   (vi)      No plan fiduciary other than
                             an investment manager shall be
                             liable for any act or omission
                             of such investment manager
                             unless such fiduciary
                             participates knowingly in, or
                             knowingly undertakes to
                             conceal, such act or omission
                             which such fiduciary knows to
                             be a breach of the fiduciary
                             responsibility of the
                             investment manager with
                             respect to the plan.  Further,
                             no plan fiduciary other than
                             an investment manager shall be
                             under any obligation to invest
                             or otherwise manage the assets
                             of the plan that are subject
                             to the management of the
                             investment manager and, to the


<PAGE> 



                             maximum extent permitted by
                             ERISA, the plan fiduciaries
                             other than the investment
                             manager shall have no
                             liability or responsibility
                             for acts or failures to act as
                             directed by the investment
                             manager, or, subject to
                             paragraph (iii), failing to
                             act in the absence of any such
                             direction.

    IN WITNESS WHEREOF, IFTC has caused this Second Amendment to
be executed this 12th day of July, 1996.

                             INVESTORS FIDUCIARY TRUST COMPANY



                             By:  /s/  Thomas J. McCrossan
                             Name:  Thomas J. McCrossan
                             Title:  President and Chief Executive Officer

                                             EMPLOYER AND TRUSTEE


