DST SYSTEMS, INC.
1995 STOCK OPTION AND PERFORMANCE AWARD PLAN
The DST Systems, Inc. 1995 Stock Option And Performance Award Plan (the "Plan") as adopted September 1,
1995, is hereby amended as set forth herein, effective upon approval of this amendment by the stockholders of
the Company at the Stockholders Meeting.
Section 2(b) is amended to read as follows:
(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.
Section 2(v) is amended to read as follows:
(v) "Performance Unit" means any grant pursuant to Section 8 hereof of (i) a bonus consisting of cash or other
property the amount or value of which, and/or the entitlement to which, is conditioned upon the attainment of any
performance goals specified by the Committee, or (ii) a unit valued by reference to a designated amount of
property other than Shares.
Section 2 is amended to add the following new Subsections (ac) and (ad) to the end thereof:
(ac) "Restricted Stock" means any Share issued with the restriction that the holder may not sell, transfer, pledge,
or assign such Share and with such other restrictions as the Committee, in its sole discretion, may impose
(including, without limitation, any restriction on the right to vote such Share, and the right to receive any cash
dividends), which restrictions may lapse separately or in combination upon such conditions and at such time or
times, in installments or otherwise, as the Committee may deem appropriate, and which restriction shall provide
that the Shares subject to such restriction shall be forfeited if the restriction does not lapse prior to such date or
such event as the Committee may deem appropriate.
(ad) "Restricted Stock Award" means an award of Restricted Stock under
Section 8A hereof.
Section 5 is amended