0000912057-02-010620 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • March 20th, 2002 • DST Systems Inc • Services-computer processing & data preparation

THIS AGREEMENT, made and entered into as of this 1st day of January, 2001, by and between DST Systems, Inc., a Delaware corporation ("DST") and Thomas A. McDonnell, an individual ("Executive").

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NINTH AMENDMENT OF TRUST AGREEMENT
Trust Agreement • March 20th, 2002 • DST Systems Inc • Services-computer processing & data preparation

WHEREAS, DST Systems, Inc., as Settlor, and United Missouri Bank of Kansas City, N.A., as Trustee, executed a Trust Agreement, TUA DST— Incentive Compensation, #25-368-03, on December 31, 1987, which has been amended from time to time, the most recent amendment being the Eighth Amendment of Trust Agreement dated December 31, 1998 (the Trust Agreement, as amended by such amendments, is herein referred to as the "Amended Trust Agreement"); WHEREAS, under Section 12(a) of said Amended Trust Agreement, Settlor reserved the right at any time prior to a Control Change Date, as defined in Section 1(f) of said Amended Trust Agreement, to amend or revoke the same, in whole or in part, which right Settlor now desires to exercise;

ASSIGNMENT, ACCEPTANCE AND CONSENT
DST Systems Inc • March 20th, 2002 • Services-computer processing & data preparation

WHEREAS, DST Systems, Inc. ("DST") and State Street Corporation ("State Street") are parties to the Rights Agreement dated as of October 6, 1995, as amended as of July 9, 1998, September 10, 1999, and September 25, 2001 (the "Rights Agreement") and to the Registrar, Transfer Agency and Service Agreement for Corporate Equity Issues dated as of October 1, 1995, as amended effective July 1, 2000 (the "Transfer Agency Agreement");

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