FIRST AMENDMENT TO THE EMPLOYEE STOCK
                       OWNERSHIP PLAN AND TRUST AGREEMENT
                              OF DST SYSTEMS, INC.

     WHEREAS, DST Systems, Inc. ("DST") and UMB Bank, N.A. as sole trustee
("UMB") executed The Employee Stock Ownership Plan and Trust Agreement of DST
Systems, Inc. (the "Plan") as of January 1, 1998.

     WHEREAS, Kansas City Southern Industries, Inc. ("KCSI"), a shareholder of
DST, has formed FAM Holdings, Inc. ("FAM"), and KCSI has informed DST that KCSI
plans to transfer ownership of its shares in DST to FAM.

     WHEREAS, DST finds it desirable to amend the Plan so that the transfer of
KCSI's shares in DST to FAM does not constitute a "Change in Control of DST" as
that term is defined in Section 14.01 of the Plan, and UMB agrees to such
amendment.

         NOW, THEREFORE, DST and UMB agree that the Plan be amended as follows:

         1.       Paragraph 14.01(b) is hereby deleted in its entirety and a new
                  paragraph 14.01(b) added to read as follows:

                  (b) any "person" (as such term is used in Sections 13(d) and
         14(d)2 of the Securities Exchange Act of 1934 (the "Exchange Act"))
         shall have become after the Effective Date, according to a public
         announcement or filing without the prior approval of the Board of
         Directors of DST, the "beneficial owner" (as defined in Rule 13d-3
         under the Exchange Act), directly or indirectly, of securities of DST,
         representing thirty percent (30%) or more (calculated in accordance
         with Rule 13d-3) of the combined voting power of DST's then outstanding
         voting securities; PROVIDED, HOWEVER, that for purposes of this Section
         14.01(b), the following shall not be deemed to be a "person": (i) KCSI
         (which on the Effective Date is the beneficial owner of approximately
         forty percent (40%) of the voting power of DST's then-outstanding
         voting securities) unless and until KCSI directly owns less than twenty
         percent (20%) of the common stock of its subsidiary, FAM Holdings,
         Inc., a Delaware corporation (the "FAM Spin-off") or KCSI ceases before
         the date of the FAM Spin-off to be the beneficial owner of at least
         thirty percent (30%) of the combined voting power of DST's then
         outstanding voting securities and subsequently becomes the beneficial
         owner of securities of DST representing thirty percent (30%) or more of
         the combined voting power of DST's then outstanding voting securities,
         and (ii) FAM Holdings, Inc. and its successors ("FAM") and any
         corporations (other than Berger Associates, Inc. and its successors,
         parents (other than FAM), and subsidiaries) which are, as of the date
         of the FAM Spin-off and at all times thereafter, wholly-owned
         subsidiaries of FAM, or part of an unbroken chain of corporations
         beginning with FAM, in which one hundred percent (100%) of the total
         combined voting power of each corporation (other than FAM) in such
         unbroken chain is owned by one or more of the other corporations in
         such chain ("FAM Corporations") unless and until, at any time after the
         transfer of DST's voting securities from KCSI to FAM or any FAM
         Corporations, FAM together with the FAM Corporations ceases to be the
         beneficial owner of at least thirty percent (30%) of the combined
         voting power of DST's then outstanding voting securities and
         subsequently becomes the beneficial owner of securities of DST
         representing thirty percent (30%) or more of the combined voting power
         of DST's then outstanding voting securities.

         2. Section 14.01(b) is effective as of the date of this amendment.

         3. Except as herein amended, the Plan is hereby ratified and confirmed.

         IN WITNESS WHEREOF, DST Systems, Inc. and UMB Bank, N.A. have executed 
this First Amendment as of this 9th day of July, 1998.

                                    DST SYSTEMS, INC.



                                    By /s/Kenneth V. Hager
                                    Kenneth V. Hager
                                    Vice President, Chief Financial Officer and
                                    Treasurer


                                    UMB BANK, N.A.
                                    By /s/Mark P. Herman
                                    Mark P. Herman
                                    Senior Vice President