0001047469-09-001958 Sample Contracts

WADDELL & REED FINANCIAL, INC. RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • February 27th, 2009 • Waddell & Reed Financial Inc • Security brokers, dealers & flotation companies • Kansas

WADDELL & REED FINANCIAL, INC., a corporation organized and existing under the laws of the state of Delaware (or any successor corporation) (the “Company”), does hereby grant and give unto «Name» (the “Awardee”), an award of restricted shares of Company Class A common stock (the “Restricted Stock”) upon the terms and conditions hereinafter set forth (the “Award”).

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ADMNISTRATIVE SERVICES AGREEMENT
Admnistrative Services Agreement • February 27th, 2009 • Waddell & Reed Financial Inc • Security brokers, dealers & flotation companies • Ohio

This Agreement is entered into effective the 20th day of October, 2008, by and between Nationwide Life Insurance Company and Nationwide Life and Annuity Insurance Company (collectively referred to hereinafter “NWL”) and Waddell & Reed, Inc. (hereinafter “Waddell & Reed”), on its own behalf and on behalf of its affiliated corporate insurance agencies.

FIRST AMENDMENT TO THE CHANGE IN CONTROL EMPLOYMENT AGREEMENT
Employment Agreement • February 27th, 2009 • Waddell & Reed Financial Inc • Security brokers, dealers & flotation companies

This Amendment to the Change in Control Employment Agreement (the "Amendment") is made and entered into this 17th day of December, 2008 by and between Waddell & Reed Financial, Inc., a Delaware corporation (the "Company"), and Henry J. Herrmann (the "Executive").

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