DST SYSTEMS INC
EXH. 10.1 RESTRICTED SHARES AWARD AGREEMENT
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>form8k_102904ex101.txt
<DESCRIPTION>EXH. 10.1 RESTRICTED SHARES AWARD AGREEMENT
<TEXT>
                                                                    EXHIBIT 10.1


                        RESTRICTED SHARES AWARD AGREEMENT

         1995 DST SYSTEMS, INC. STOCK OPTION AND PERFORMANCE AWARD PLAN


     THIS  AGREEMENT,  is made and entered into this 10th day of November,  2004
(the  "Grant  Date"),  by  and  between  DST  SYSTEMS,   INC.   ("Company")  and
                      ("Employee").
---------------------

          The parties agree as follows:

1. GRANT AND DESIGNATION OF RESTRICTED SHARES.  Pursuant to Company's 1995 Stock
Option and  Performance  Award  Plan,  as amended  ("Plan"),  Employee is hereby
granted,  as of the Grant  Date,                 (         )  shares of  Company
                                  -------------   ---------
common stock ("Shares") restricted as set forth herein. This award is granted by
the  Compensation  Committee of the Board of Directors of the Company  ("Board")
and is administered by the Compensation  Committee or other committee designated
by the Board  (the  "Committee")  or  Company  officer  to which  the  Committee
delegates authority as provided in the Plan.

2. RESTRICTIONS AND PRIVILEGES.

          a. SCOPE OF  RESTRICTIONS.  Prior to the Release Date (as set forth in
Paragraph  3(a)  hereof),  the  Shares  shall  not  be  transferable  (by  sale,
assignment,  disposition,  gift, exchange, pledge, hypothecation,  or otherwise)
other  than by will or the laws of  descent  and  distribution  or  pursuant  to
Employee's  written  beneficiary  designation  filed  with and  approved  by the
Committee prior to Employee's  death.  However,  notwithstanding  the foregoing,
Employee may gift the Shares to a spouse, child, step-child, grandchild, parent,
sibling,  or legal  dependent of Employee or to a trust of which the beneficiary
or  beneficiaries  of the corpus and the income shall be either such a person or
Employee;  provided  that,  the  Shares  gifted  shall  remain  subject  to  the
restrictions,   obligations  and  conditions  described  herein.  Any  attempted
disposition of the Shares contrary to the provisions hereof, and the levy of any
execution,  attachment  or similar  process upon the Shares prior to the Release
Date, shall be null and void and without effect.

          b. EVIDENCE OF RESTRICTIONS.  The Company's  Secretary shall determine
whether the Shares  shall be evidenced  by a  certificate  or held in book entry
form with the Company's  transfer  agent.  Any  certificate for the Shares shall
bear such legend  evidencing the  restrictions as is determined by the Company's
General  Counsel,  and any book entry  account  into which the Shares are issued
shall be marked as restricted.

          c. PRIVILEGE OF STOCK  OWNERSHIP.  As of the Grant Date, and except as
provided  in  Paragraph  2(a)  hereof,  Employee  shall  have  all  rights  of a
stockholder  with respect to the Shares  including the right to vote and receive
all  dividends or other  distributions  made or paid with respect to the Shares;
provided  that (a) prior to the Release Date the Shares and any new,  additional
or different  securities Employee may become entitled to receive with respect to
the  Shares  by  virtue  of a  stock  split  or  stock  dividend  or  any  other
distribution for the Shares or change in the corporate  structure of the Company
shall be subject to the restrictions described in Paragraph 2(a) hereof; and (b)
all such  stockholder  rights  shall cease upon  forfeiture  of the Shares under
Paragraph 3(c) hereof.

<PAGE>


3. RELEASE OF RESTRICTIONS.

          a.  RELEASE  DATE.   The  Shares  shall  be  free  and  clear  of  the
restrictions  set forth in  Paragraph  2(a)  hereof  on  January  31,  2010 (the
"Release  Date")  but only if the EPS Goal (as  defined  in  Paragraph  3(e)) is
achieved;  provided,  however,  that the EPS Goal  shall not be a  condition  to
lapsing of  restrictions  if a Change in Control (as defined in  Paragraph  6(b)
hereof) occurs at any time after the Grant Date but prior to January 31, 2010. A
release of  restrictions  shall  occur  earlier  than  January  31,  2010 on the
earliest  any of the  following  dates  (also  "Release  Dates"):  (i) the  date
Employee becomes disabled (as defined from time to time by the Committee);  (ii)
the date of Employee's death; (iii) the date of a Termination  Without Cause (as
defined in Paragraph  3(g)) that occurs on the date of and in connection  with a
Business Unit  Divestiture  (as defined in Paragraph  3(i));  (iv) the date of a
Change in Control (as defined in Paragraph  6(b)); (v) the date of a Termination
Without Cause that occurs in connection with a Reduction in Force (as defined in
Paragraph  3(h));  and (vi)  the date of  Employee's  voluntary  termination  of
employment after attaining sixty (60) years of age;  provided,  however,  that a
release of restrictions upon any of the events in subclauses (v) or (vi) of this
Paragraph  3(a) shall occur only with respect to Eligible  Shares (as defined in
Paragraph 3(f)).

          b.  POTENTIAL  AMENDMENTS.  Employee  acknowledges  that the Board may
amend the Change in Control definition and related provisions in the Plan at any
time after the date of this Agreement, and that such amendment may also delay or
otherwise affect the timing, or include  additional  conditions  relating to the
lapse of  restrictions  on the  Shares  in the  event of a  Change  in  Control.
Employee  agrees that any such amendment of the Plan shall  automatically  apply
to, and be incorporated in, the terms of this Agreement, without any requirement
of prior notice to or consent of Employee.

          c.  FORFEITURE.  Prior to the Release  Date for Shares as set forth in
this Paragraph 3, the Shares shall be immediately  forfeited to Company  without
payment by Company of any consideration to Employee if (a) Company does not meet
its EPS Goal  prior to  January  31,  2010 and  there  has not been a Change  in
Control  after the  Grant  Date but  prior to  January  31,  2010,  (b)  Company
determines  in its sole  discretion  that Employee has violated any provision of
Paragraph 5 hereof, (c) Employee's employment is terminated by Company For Cause
(as defined in Paragraph 3(g)), or (d) Employee is not continuously employed (as
defined in  Paragraph  3(j)) by Company  from the Grant Date through the Release
Date as a result of Termination Without Cause,  Employee's voluntary termination
of employment or other event; provided, however, that such forfeiture is subject
to Paragraphs  3(a) and 3(b) hereof with respect to the release of  restrictions
on all or a portion of the Shares upon the occurrence of certain events.

          d. HOW  RELEASED.  Provided  Employee has  satisfied  tax  withholding
obligations  as  referenced  in Paragraph 4 hereof,  Company shall at Employee's
request on or after the Release Date have  Company's  transfer agent remove from
any certificate  evidencing the Shares the legend evidencing the restrictions as
referenced in Paragraph  2(b) or instruct the transfer agent to note on the book
entry account that such  restrictions  on the Shares are removed.  Upon death of
Employee  followed by a proper  request for  delivery of the Shares and proof of
payment of applicable death, payroll, income or other taxes, the Shares shall be
delivered to Employee's  beneficiary named in a written beneficiary  designation
filed with and  approved  by the  Committee  or, if there is no such  designated
beneficiary,   to  Employee's   executor  or  administrator  or  other  personal
representative acceptable to the Committee. Any request to release the Shares to
any  person  or  persons  other  than  Employee  shall  be  accompanied  by such
documentation as Company may reasonably  require,  including without limitation,
evidence  satisfactory  to Company of the authority of such person or persons to
receive the Shares.

          e. EPS GOAL.  The "EPS  Goal" is the  earnings  per share  target  for
Company set by the Committee  within ninety (90) days after the Grant Date.  The
EPS Goal is  achieved  if prior to January  31,  2010,  the  Chairperson  of the
Committee is presented by the Company's Chief Financial  Officer or his

<PAGE>

delegate with the  determination  (with which the  Chairperson  or the Committee
agrees) that the diluted  earnings per share of Company  common  stock,  for any
Company fiscal year from and including 2005 through and including 2009 equals or
exceeds the EPS Goal.

          f. ELIGIBLE SHARES.  For purposes of Paragraph 3(a) hereof,  "Eligible
Shares" are the total  number of Shares  granted  divided by sixty (60) and then
multiplied by the number of full  calendar  months  beginning  November 1, 2004,
that  Employee has worked prior to the event set forth in Paragraph 3 triggering
the pro-rata vesting, rounded up to the next whole Share.

          g.  TERMINATION  WITHOUT  CAUSE AND FOR CAUSE.  For  purposes  of this
Paragraph 3 hereof, a "Termination Without Cause" is a termination by Company of
Employee's  employment  that is not For Cause. A Termination of employment  "For
Cause" includes termination for any act of dishonesty, willful misconduct, gross
negligence,  intentional or conscious  abandonment or neglect of duty,  criminal
activity, fraud or embezzlement,  any unauthorized disclosure or use of material
confidential  information or trade secrets,  or violation of any  non-compete or
non-disclosure  agreement between Employee and Company,  Company  Subsidiary (as
defined in Paragraph 3(j)) or Affiliate (as defined in Paragraph 3(j)).

          h. REDUCTION IN FORCE.  For purposes of this Paragraph 3, a "Reduction
in Force" is a  termination  by Company of the  employment  of at least ten (10)
employees in connection with a single plan of employment reduction.

          i.  BUSINESS  UNIT  DIVESTITURE.  For purposes of this  Paragraph 3, a
"Business Unit  Divestiture" is the  consummation  of a merger,  reorganization,
consolidation,  or sale of  assets,  or  stock  or  other  transaction  that the
Committee  determines  is a business  unit  divestiture  event,  that involves a
Company  Subsidiary (as defined in Paragraph 3(j)),  joint venture,  division or
other business unit and results in a group of employees of such business unit no
longer being employed by Company,  a Company Subsidiary or Affiliate (as defined
in Paragraph 3(j)).

          j.   CONTINUITY  OF  EMPLOYMENT.   For  purposes  of  this  Agreement,
employment by Company includes employment by: (i) Company;  (ii) any corporation
in an unbroken  chain of  corporations  beginning with Company or in an unbroken
chain  of  corporations  ending  with  Company  if,  on  the  Grant  Date,  each
corporation  other than the last  corporation  in the unbroken  chain owns stock
possessing fifty percent (50%) or more of the total combined voting power of all
classes of stock in one of the other corporations in such chain or any entity in
which Company has a direct or indirect equity interest of at least fifty percent
(50%) ("Company Subsidiary"); or (iii) any individual or entity that directly or
through one or more intermediaries  controls or is controlled by or under common
control with  Company,  any entity in which Company  determines  for purposes of
designating Plan participants that it has a significant equity interest,  or any
entity in which  Company  directly  or  indirectly  owns stock  possessing  such
minimum percentage of the total combined voting power of all classes of stock or
owns such minimum percentage of the capital interests or profit interests as the
Committee from time to time determines for purposes of this Paragraph 3(j) (each
an  "Affiliate").  Employee is not deemed to have terminated  employment by, and
the  Shares  shall  not be  forfeited  solely  as a result  of,  any  change  in
Employee's duties or position or Employee's  temporary leave of absence approved
by Company. To be continuously employed for purposes of this Agreement, Employee
must be regularly and continuously employed by Company for more than twenty (20)
hours per week and more than five (5) months per year.

4. TAXES.  Company shall pay all original issue and transfer taxes and all other
fees and  expenses  necessarily  incurred  by  Company  in  connection  with the
issuance  of the  Shares  and the  release of  restrictions  thereon;  provided,
however,  that such  issuance  and  release  are subject to payment on the

<PAGE>

Grant  Date,  Release  Date or other date as  determined  by the  Company  Chief
Financial  Officer of any  required  federal,  state and local  withholding  and
payroll  taxes,  which shall be paid by Employee (or his or her guardian,  legal
representative  or  successor).  The  valuation  of the Shares for tax and other
purposes shall be as set forth in the rules and  determinations of the Committee
and in applicable laws and regulations.  When and in the manner permitted by the
Committee  and  unless  otherwise  prohibited  by law,  Employee  (or his or her
guardian, legal representative or successor) may irrevocably elect in writing on
a Company  designated form to satisfy any income tax  withholding  obligation in
connection with the lapsing of restrictions on the Shares by requesting  Company
to  retain  whole  Shares  which  would   otherwise   have  been  released  from
restriction,  which  Shares  shall  no  longer  belong  to  Employee.  Any  such
retention,  and any use of additional shares of common stock for tax withholding
purposes ("Attested  Shares") as allowed by the Committee,  shall be governed by
Committee  rules and  determinations.  The Committee may prescribe,  among other
things, that Attested Shares shall (i) be fully paid and free and clear from all
liens and  encumbrances  and (ii) have been acquired on the open stock market or
directly held for a designated  time period and not used for certain  designated
purposes  prior to the  attestation.  If authorized by the  Committee,  Attested
Shares  may be  subject  to  contractual  restrictions  imposed  by  Company  or
restrictions  under  federal  or state  securities  law.  If  Shares  have  been
delivered or  restrictions  released prior to the time a withholding  obligation
arises,  Company  shall  have  the  right  to  require  Employee  (or his or her
guardian,  legal  representative  or  successor)  to  remit to  Company  amounts
sufficient to satisfy all federal,  state and local withholding tax requirements
at the time such obligation arises and to withhold from other amounts payable by
Company to Employee,  as necessary.  If, within the deadline imposed by Company,
Employee has not selected,  if allowed by the Committee,  whether to have Shares
retained for taxes or to pay cash for the tax or tax withholding,  or has failed
to pay tax or tax  withholding  amounts  when due,  then  Company may (a) retain
whole Shares which would otherwise have been issued or released, (b) deduct such
amounts from payroll or other amounts Company owes or will owe Employee,  or (c)
effect some combination of Share retention and deduction.

5.  VIOLATION  OF  NONCOMPETE,  NONUSE AND  NONDISCLOSURE  PROVISIONS.  Employee
acknowledges   that   Employee's   agreement  to  this  Paragraph  5  is  a  key
consideration  for the grant of the  Shares.  Employee  hereby  agrees  with the
Company as follows:

          a. NONCOMPETE. During the period that Employee is employed by Employer
(as  defined in  Paragraph  5(g)),  and  thereafter  during any period for which
Employee is  receiving,  by agreement of Employee and Employer,  any  separation
payment(s)  (whether made in lump sum or  installments),  Employee  agrees that,
without  consent of Employer,  Employee  will not engage  directly or indirectly
within any country  where  Employee was  employed by Employer,  in any manner or
capacity, as advisor, consultant,  principal, agent, partner, officer, director,
employee or otherwise, in any business or activity which is competitive with any
business conducted by the Company, a Company Subsidiary (as defined in Paragraph
3(j)) or Affiliate (as defined in Paragraph 5(g));  provided,  however, that the
Committee  may  determine  as  provided  in  Paragraph  6(a)  hereof  that  such
obligation shall not apply to any period after termination of employment if such
termination was on the date of a Change in Control (as defined in Paragraph 6(b)
hereof) or within eighteen (18) months subsequent to such date. Employee further
agrees that during the twelve month (12) period  subsequent  to  termination  of
employment with Employer,  Employee will not solicit any employee of Company,  a
Company Subsidiary or Affiliate to leave such employment to become employed by a
competitor of Company,  a Company  Subsidiary or Affiliate or solicit or contact
any  person,  business  or entity  which was a customer  of  Company,  a Company
Subsidiary or Affiliate at the time of such  termination of  employment,  or any
prospective customers of Company, a Company Subsidiary or Affiliate to which the
Company,  a Company  Subsidiary  or Affiliate has made a proposal to do business
within  the  twelve  month  (12)  period  prior  to the date of  termination  of
employment,

<PAGE>

for  purposes  of selling  goods or  services  of the type sold or  rendered  by
Company,  a  Company  Subsidiary  or  Affiliate  at the time of  termination  of
employment.

          b. OWNERSHIP OF CONFIDENTIAL  INFORMATION,  WORKS AND INVENTIONS.  All
Confidential  Information,  Works and  Inventions  (each as defined in Paragraph
5(g)) and documents and other  materials  containing  Confidential  Information,
Works and Inventions are the exclusive property of Employer. Employee shall make
full and prompt  disclosure to Employer of all Inventions.  Employee assigns and
agrees to assign to Employer  all of  Employee's  right,  title and  interest in
Inventions.  Employee acknowledges and agrees that all Works are "works made for
hire" under the United States  copyright laws and that all ownership rights vest
exclusively  in Employer  from the time each Work is created.  Should a court of
competent  jurisdiction hold that a Work is not a "work made for hire," Employee
agrees to assign and hereby assigns to Employer all of Employee's  right,  title
and interest in the Work. In the event any Invention or Work may be construed to
be non-assignable, Employee hereby grants to Employer a perpetual, royalty-free,
non-exclusive  license to make,  use, sell,  have made,  and/or  sublicense such
non-assignable  Invention or Work.  Employee agrees to assist Employer to obtain
and vest its title to all  Inventions  and Works,  and any  patent or  copyright
applications or patents or copyrights in any country, by executing all necessary
or desirable  documents,  including  applications  for patent or  copyright  and
assignments thereof, during and after employment, without charge to Employer, at
the request and expense of Employer.

          c.  RECORDKEEPING  AND RETURN OF CONFIDENTIAL  INFORMATION,  WORKS AND
INVENTIONS.  Employee  agrees to maintain  regular records of all Inventions and
Works  developed or written while  employed with  Employer.  Employee  agrees to
comply  with any  procedures  disseminated  by  Employer  with  respect  to such
recordkeeping.  Employee agrees to provide such records to Employer periodically
and/or upon  request by  Employer.  Employee  agrees to return to  Employer  all
Confidential Information,  Works and Inventions in any tangible form, and copies
thereof in the custody or possession  of Employee,  and all originals and copies
of analyses,  compilations,  studies or documents pertaining to any Confidential
Information, Works and Inventions, in whatever form or medium, upon a request by
Employer, or upon termination of employment.

          d. NONUSE AND  NONDISCLOSURE.  Employee  shall not,  either  during or
after Employee's employment by Employer,  disclose any Confidential Information,
Works or  Inventions to any other person or entity  outside of the Employer,  or
use any  Confidential  Information,  Works or Inventions for any purpose without
the prior  written  approval  of an  officer of  Employer,  except to the extent
required to discharge Employee's duties assigned by Employer.

          e.  SUBSEQUENT   EMPLOYER  NOTICE.   During  the  term  of  Employee's
employment  with  Employer,  and for a period of one year  thereafter,  Employee
agrees to identify to potential subsequent  employer(s),  partner(s) or business
associate(s)  Employee's obligations under this Agreement prior to committing to
a position with the employer(s),  partner(s), or business associate(s). Employee
agrees that  Employer may, at its  discretion,  provide a copy of Paragraph 5 of
this  Agreement to any of  Employee's  subsequent  employer(s),  partner(s),  or
business  associate(s),  and  may  notify  any  or  all of  them  of  Employee's
obligations  under  this  Agreement.  For a period of one year after the term of
Employee's employment by Employer, Employee agrees to give written notice to the
Human  Resources  Department  of  Employer  of the  identity  of any  subsequent
employer(s), partner(s), or business associate(s) of Employee.

          f.  REMEDIES.  Notwithstanding  anything to the  contrary  herein,  if
Employee  violates any  provisions of this  Paragraph 5, whether prior to, on or
after the Release  Date,  then in addition to all other  remedies  available  to
Company,  the Shares if the Release Date has not occurred  shall be  immediately
forfeited to Company,  or the Shares if the Release  Date has occurred  shall be
immediately  transferred by

<PAGE>

Employee to Company  (with  Employee  taking all steps  necessary  to effect the
transfer);  provided, however, that no consideration shall be paid by Company to
Employee  for the  Shares  and if  Employee  no  longer  owns the  Shares or the
transfer cannot or does not occur for any reason, Employee shall promptly pay to
Company the fair market value of the Shares on the Release Date as such value is
determined by Committee rules.  Employee agrees that the provisions of Paragraph
5 hereof are  necessary  for  protection  of the  business  of Company  and that
violation of such  provisions is cause for  termination  of employment and would
cause  irreparable  injury to Company  not  adequately  remediable  in  damages.
Employee  agrees  that any breach of its  obligations  under  Paragraph 5 hereof
shall, in addition to any other relief to which Company may be entitled, entitle
Company to temporary,  preliminary and final  injunctive  relief against further
breach of such obligations,  along with attorneys' fees and other costs incurred
by Company in connection with such action.

          g.  PARAGRAPH  5  DEFINITIONS.  "Employer"  means any  Company-related
entity that has employed  Employee,  whether it be Company, a Company Subsidiary
(as defined in Paragraph  3(j)),  or an Affiliate (as defined in Paragraph  3(j)
and also for purposes of this  Paragraph 5 including any entity in which Company
has an  direct or  indirect  equity  interest  of at least  twenty-five  percent
(25%)).  "Confidential  Information" means non-public information about Company,
Company Subsidiaries and Affiliates, including without limitation (a) inventions
not  disclosed  to the public by Company,  a Company  Subsidiary  or  Affiliate,
products, designs,  prototypes, data, models, file formats, interface protocols,
documentation, formulas, improvements,  discoveries, methods, computer hardware,
firmware  and  software,   source  code,  object  code,  programming  sequences,
algorithms,  flow  charts,  test  results,  program  formats  and other works of
authorship  relating  to or used  in the  current  or  prospective  business  or
operations of Company,  Company  Subsidiaries  and  Affiliates,  all of which is
Confidential Information, whether or not patentable or made on Employer premises
or during normal  working  hours;  and (b) business  strategies,  trade secrets,
pending contracts,  unannounced  services and products,  financial  projections,
customer lists,  information about real estate Company,  a Company Subsidiary or
Affiliate is interested in acquiring,  and non-public  information  about others
obtained  as  a  consequence  of  employment  by  Employer,   including  without
limitation  information  about  customers and their  services and products,  the
account holders or shareholders  of customers of Company,  Company  Subsidiaries
and  Affiliates,  and associates,  suppliers or competitors of Company,  Company
Subsidiaries and Affiliates.  "Inventions"  mean all discoveries,  improvements,
and  inventions  relating to or used in the current or  prospective  business or
operations  of Company,  Company  Subsidiaries  and  Affiliates,  whether or not
patentable,  which are  created,  made,  conceived  or  reduced to  practice  by
Employee or under Employee's  direction or jointly with others during Employee's
employment  by Employer,  whether or not during  normal  working hours or on the
premises of Employer. "Works" mean all original works fixed in a tangible medium
of expression by Employee or under  Employee's  direction or jointly with others
during Employee's  employment by Employer,  whether or not during normal working
hours or on the premises of Employer,  and relating to or used in the current or
prospective business or operations of Employer.

          h. SURVIVAL.  Employee's obligations in this Paragraph 5 shall survive
and continue  beyond the Release Date,  beyond any forfeiture or transfer of the
Shares,  and beyond any  termination  or  expiration  of the  Agreement  for any
reason.

6. CHANGE IN CONTROL.

          a. COMMITTEE ACTION.  Notwithstanding  any provision of this Agreement
to the  contrary,  if Company is  contemplating  a  transaction  (whether or not
Company is a party to it) or  monitoring  an event that would  cause  Company to
undergo a Change in Control (as defined in Paragraph 6(b) hereof), Committee (as
constituted  before such Change in Control) may determine  that the  non-compete
obligation  set forth in  Paragraph  5(a)  hereof  shall not apply to any period
after  termination of

<PAGE>

employment if such  termination was on the date of a Change in Control or within
eighteen (18) months subsequent to such date.

          b.  DEFINITION OF CHANGE IN CONTROL.  For purposes of this Agreement a
"Change  in  Control"  shall be the same as the  definition  of such term in the
Plan, as amended and interpreted  from time to time, as of the date of the event
that may cause a Change in Control.

          Notwithstanding  the  occurrence  of a Change  of  Control  under  the
applicable  definition,  a Change in  Control  shall not occur  with  respect to
Employee if, in advance of such event,  Employee  agrees with Company in writing
that such event shall not constitute a Change in Control.

          c. CASH TENDER OFFER FOR NON-VESTED SHARES. If a cash tender offer for
at least ninety  percent (90%) of Company common stock is  consummated,  and for
any reason all  restrictions  upon all Shares  have not lapsed at such time (the
"Non-Vested Shares"), Employee may, at any time after consummation of the tender
offer,  request in writing  that  Company  create a  recordkeeping  account (the
"Account") for the benefit of Employee with respect to the Non-Vested Shares. If
the Employee makes such request,  the Company shall  immediately  credit to such
Account an amount equal to the per share tender  offer price  multiplied  by the
number of Non-Vested Shares. Upon such Account being so credited, Employee shall
forfeit the Non-Vested  Shares to Company.  The Account shall (i) not be funded,
(ii) be maintained  until the date of Account  payment or  forfeiture  set forth
herein;  (iii) be adjusted for income, gains or losses in the same manner as the
account  maintained  for  Employee  under  the DST  Systems,  Inc.  Supplemental
Executive  Retirement Plan or other excess ERISA plan then in place ("Applicable
Plan");  (iv) if any date or event  listed in  Paragraph  3(a) shall  occur,  be
vested and payable to Employee as soon as administratively practicable after the
Applicable  Plan valuation date  coinciding  with or immediately  following such
date or event; and (v) be subject to forfeiture under Paragraph 3(c) hereof, and
in the event of any such  forfeiture,  the Account amounts shall remain the sole
property of Company and shall not be credited to the  accounts of other  persons
with such accounts.  If Employee does not request that an Account be established
as provided  above and the Shares are  converted by action of law (a) into cash,
the cash shall be credited to an Account and treated as set forth above,  or (b)
into another  security or  property,  such other  security or property  shall be
subject to  Paragraph  2(c).  Employee  shall  remain an  unsecured  creditor of
Company with respect to the amount credited to the Account from time to time.

7. GENERAL.

          a. NO  EMPLOYMENT  CONTRACT.  Except  to the  extent  the terms of any
separate written employment  contract between Employee and Company may expressly
provide otherwise,  Company shall be under no obligation to continue  Employee's
employment  with Company for any period of specific  duration and may  terminate
such  employment at any time,  For Cause or as a  Termination  Without Cause (as
those terms are defined in Paragraph 3(g)).

          b.  COMPLIANCE  WITH CERTAIN LAWS AND  REGULATIONS.  If the  Committee
determines that the consent or approval of any governmental  regulatory body, or
that  the  listing,  registration  or  qualification  of  the  Shares  upon  any
securities exchange or under any law or regulation, is necessary or desirable in
connection  with the  issuing  of the  Shares  or the  lapsing  of  restrictions
thereon,  Employee shall supply Company with such certificates,  representations
and  information  as Company  may  request and shall  otherwise  cooperate  with
Company in obtaining any such listing, registration,  qualification,  consent or
approval.

<PAGE>

          c. CONSTRUCTION AND NO WAIVER.  Notwithstanding  any provision of this
Agreement,  the  issuance of and the release of  restrictions  on the Shares are
subject to the provisions of the Plan. The failure of Company in any instance to
exercise any of its rights granted under this  Agreement  shall not constitute a
waiver of any other rights that may arise under this Agreement.

          d.  NOTICES.  Any notice  required to be given or delivered to Company
under the terms of this  Agreement  shall be in writing and addressed to Company
in care of its  Secretary  at its  corporate  offices,  and such notice shall be
deemed  given only upon  actual  receipt by Company.  Any notice  required to be
given or delivered to Employee  shall be in writing and addressed to Employee at
the address indicated below Employee's  signature line on this Agreement or such
other address  specified in a written  notice given by Employee to Company,  and
all such notices  shall be deemed to have been given or delivered  upon personal
delivery  or upon  deposit  in the  U.S.  mail,  postage  prepaid  and  properly
addressed to the party to be notified.

          e. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance  with the laws of Delaware  without  reference to its  principles  of
conflicts of law.

          f. ENTIRE  AGREEMENT.  This  Agreement  contains the entire  agreement
between the parties with respect to the subject  matter  hereof,  and supersedes
all prior agreements or understandings between the parties relating thereto.

          g.  AMENDMENTS.  This Agreement may be amended in writing  executed by
both  parties.  This  Agreement  shall also be amended,  without prior notice to
Employee and without Employee's consent,  (i) automatically in the circumstances
set forth in Paragraphs 3(b) and 6(b), or (ii) by the Committee in the event the
Committee deems it necessary or appropriate to make such amendments for purposes
of compliance with the American Jobs Creation Act of 2004 or regulations  issued
pursuant thereto.

     This  Agreement  will not be deemed to be binding or effective  until fully
executed  by both  Employee  and an  authorized  representative  of  Company  as
reflected on both signature pages attached hereto.

     IN WITNESS WHEREOF, Employee executed this Agreement as of the day and year
first above written.

                                    EMPLOYEE


                                    -------------------------------------------
                                    (EMPLOYEE SIGNATURE)

                                    PRINT NAME:
                                               --------------------------------
                                    PRINT ADDRESS:
                                                  -----------------------------

                                                  -----------------------------



</TEXT>
</DOCUMENT>
