
                                                  EXHIBIT 4.10.5


                         FOURTH 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 5, 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, under Section 11.1.2 of the Prototype Plan
Document IFTC reserved the right to amend the Plan;

          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 ("First
Amendment"), which amendment was in the form of an amendment to the
Adoption Agreement; the First 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 and all further
amendments to any of them, which said documents taken together
shall hereinafter be referred to as the "Plan";

          WHEREAS, IFTC has amended the Plan by the First
Amendment, that certain Second Amendment dated July 12, 1996, and
that certain Third Amendment dated December 20, 1996;

          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 August 29, 1997, as follows:

          A.   AMENDMENTS TO THE ADOPTION AGREEMENT

          1.   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:

<PAGE>


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

               Effective September 1, 1997, service with DST
               Systems, Inc. and its affiliates shall not be
               recognized as service under the Plan for employees
               whose service commences on or after such date.  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 414(b)) trades or
               businesses (whether or not incorporated) which are
               under common control (as defined in Code 414(c))
               or an affiliated service group (as defined in Code
               414(m) or in Code 414(o)).

          2.   Section XV.A.(1) is hereby deleted in its entirety
               and in lieu thereof Section XV.A.(4) is hereby
               elected to provide as follows:

              X      (4) The Committee shall be authorized to
                         direct the Trustee to establish an
                         Employer stock fund (as described in
                         Section 9.1) for the purpose of allowing
                         participants to direct the investment or
                         reinvestment of all or a portion of their
                         accounts in Employer stock as designated
                         below.

          If this item XV.A.(4) is selected, select one of the
following additional options:

                    (A)  Each participant shall be permitted to
                         direct the investment or reinvestment of
                         his entire account in the Employer stock
                         fund.

              X     (B)  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 in the Employer stock fund:

               ____  (a) the discretionary Employer contribution
account;

               ____      (b)  the deductible contribution account;

               ____      (c)  the mandatory contribution account;


<PAGE>


                  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.

          2.   Section XV.B.(1) is hereby elected.

          3.   Section XV.D.(1)(b) is hereby elected.

          B.   AMENDMENTS TO THE PROTOTYPE PLAN DOCUMENT

          1.   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. 
     In addition, the Committee may select as a directed
     investment fund any mutual fund for which State Street
     global Advisors serves as an investment advisor.  If
     elected by the Employer in the Adoption Agreement, the
     directed investment funds may include an Employer stock
     fund (as defined in Section 9.1).  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 the portion of such directed
     separate account invested in each directed investment
     fund ("fund accounts").


<PAGE>


          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 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 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 or the Committee 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 and the number of shares of Employer stock, if any,
which are 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
Employer stock as permitted under Section 9.4, (iii) the right <PAGE> to
instruct the Trustee how to vote the securities in the directed
investment funds as permitted under Section 8.7; (iv) the right to
instruct the Trustee with respect to the sale, exchange, or
transfer of Employer stock as permitted under Section 9.5, (v) 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 (vi) 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.

          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:


<PAGE>


          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 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 <PAGE> 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 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 of 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 officer, 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.

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

               Section 12.  Allocation of Responsibilities Among
Named Fiduciaries:

          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:

<PAGE>


               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;

                    (vi) To authorize the Committee to invest
               assets of the trust in Employer stock or to
               establish an Employer stock fund as described in
               Section 9.1; and

                    (viii)    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 designate and approve any
               investment funds for participant directed
               investments to the extent permitted under Section
               8.1.1;

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

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

                    (vi) To direct the Trustee in the purchase and
               sale of Employer stock for the trust, subject to
               the provisions of Section 8 and Section 9; and

                    (vii)     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 <PAGE> 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 to 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 invest and reinvest trust assets in
               Employer stock, if authorized by the Board and
               directed by the Committee;

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

                    (iv) 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.

               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 manger), 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


<PAGE>



and liable only for its own acts or omissions with respect to
fiduciary duties specifically allocated to it and designated as its
responsibility.

          IN WITNESS WHEREOF, IFTC has caused this Fourth Amendment
to be executed this 29th day of August, 1997.


                         INVESTORS FIDUCIARY TRUST COMPANY


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

                              EMPLOYER AND TRUSTEE


