DST SYSTEMS, INC.
1995 STOCK OPTION AND PERFORMANCE AWARD PLAN,
AMENDED AND RESTATED AS OF 05/09/2000
Section 1. Purpose.
The purposes of the DST Systems, Inc. 1995 Stock Option and Performance Award Plan (the "Plan") are to
generate an increased incentive for Employees of the Company to contribute to the Company's future success, to
secure for the Company and its stockholders the benefits inherent in equity ownership by Employees of the
Company and to enhance the ability of the Company and its Affiliates to attract and retain exceptionally qualified
Employees upon whom, in large measure, the sustained progress, growth and profitability of the Company
depend. By encouraging Employees of the Company and its Affiliates to acquire a proprietary interest in the
Company's growth and performance, the Company intends to more closely align the interests of the Company's
Employees, management and stockholders and motivate Employees to enhance the value of the Company for the
benefit of all stockholders.
Section 2. Definitions.
As used in the Plan, the following terms shall have the meanings set forth below:
(a) "Affiliate" means (i) any Person that directly, or through one (1) or more intermediaries, controls, or is
controlled by, or is under common control with, the Company, (ii) any entity in which the Company has an equity
interest of at least fifty percent (50%), and (iii) any entity in which the Company has any other significant equity
interest, as determined by the Committee.
(b) "Award" means any Option, Stock Appreciation Right, Limited Right, Performance Share, Performance Unit,
Restricted Stock, Shares, Dividend Equivalent, or any other right, interest, or option relating to Shares granted
pursuant to the provisions of the Plan.
(c) "Award Agreement" means any written agreement, contract, or other instrument or document evidencing any
Award granted hereunder and signed by both the Company and the Participant or by both the Company and an
(d) "Board" means the