FIRST AMENDMENT TO
                          REGISTRATION RIGHTS AGREEMENT


         WHEREAS, DST Systems, Inc. ("DST") and Kansas City Southern Industries,
Inc. ("KCSI") are parties to that certain Registration Rights Agreement dated as
of October 24, 1995 (the "Agreement"); and

         WHEREAS,  DST and KCSI  desire  to amend  the  Agreement  as set  forth
herein.

         NOW, THEREFORE, DST and KCSI agree as follows:

         1.  Capitalized  terms used herein have the meaning set forth herein or
in the Agreement.

         2. Clause (ii) of Section 1(b) of the  Agreement  is hereby  amended to
read as follows:

                  "(ii) such securities shall have been distributed  pursuant to
         Rule 144 or KCSI  otherwise  transfers  or disposes of such  securities
         without the written consent of DST."

         3. Clause (a) of Section  1.(g) of the  Agreement is hereby  amended to
read as follows:

                  "(a)     the date on which KCSI or its Permitted Assignee no
         longer holds any Registrable Securities . . . ."

         4. Section 1 of the Agreement is hereby amended to add a new
Section 1(h) to read as follows:

                  "(h)     "Permitted Assignee" shall mean any entity to which
         any rights under this Agreement are assigned with DST's written
         consent."

         5. Section 3(b) of the Agreement is hereby amended to read as follows:

                  (b)(i) if the  registration  referred to in the first sentence
         of this  Section 3 is to be an  underwritten  primary  registration  on
         behalf of the Company, and the managing underwriter advised the Company
         in  writing  that,  in such  firm's  opinion,  such  offering  would be
         materially  and  adversely  affected  by the  inclusion  therein of the
         Registrable  Securities  requested to be included therein,  the Company
         shall  include in such  registration:  (1) first,  all  securities  the
         Company  proposes to sell for its own account  ("Company  Securities"),
         (2) second,  up to the full number of  Registrable  Securities  held by
         KCSI and  requested  to be  included  in such  registration  by KCSI in
         excess of the  number  or  dollar  amount  of  securities  the  Company
         proposes  to sell which,  in the  good-faith  opinion of such  managing
         underwriter,  can be sold without so materially and adversely affecting
         such offering,  and (3) third, an amount of other  securities,  if any,
         requested  to be  included  therein  in excess of the  number or dollar
         amount of Company  Securities and  Registrable  Securities held by KCSI
         which,  in the opinion of such  underwriter(s),  can be so sold without
         materially and adversely  affecting such offering  (allocated among the
         holders of such other  securities in such  proportions  as such holders
         and the Company may agree); and (ii) if the registration referred to in
         the first sentence of this Section 3 is to be an underwritten secondary
         registration on behalf of holders of securities (other than Registrable
         Securities)  of the Company  (the "Other  Holders"),  and the  managing
         underwriter  advises  the  Company  in writing  that in its  good-faith
         opinion such offering would be materially and adversely affected by the
         inclusion  therein  of  the  Registrable  Securities  requested  to  be
         included  therein,  the Company shall include in such  registration the
         amount  of  securities  (including  Registrable  Securities)  that such
         managing  underwriter  advises can be sold allocated pro rata among the
         Other  Holders  and  KCSI,  on the basis of the  number  of  securities
         (including Registrable  Securities) requested to be included therein by
         each Other Holder and KCSI;

         6. Section 6 of the Agreement is hereby amended to read as follows:

                  6.  Non-assignability  of Registration  Rights.  The rights to
         cause the Company to register  Registrable  Securities pursuant to this
         Agreement  are  reserved for the use and benefit of KCSI and may not be
         assigned  or  transferred  by KCSI to any  other  person,  without  the
         written consent of the Company.

         7.  This  Amendment  shall  be  effective  as of  June  30,  1999  (the
"Effective  Date").  Except as amended  hereby,  the Agreement shall continue in
full force and effect in accordance with its terms.

         IN WITNESS WHEREOF,  DST and KCSI have caused this Amendment to be duly
executed by their authorized representatives as of the Effective Date.

                              DST SYSTEMS, INC.



                              By:  /s/Kenneth V. Hager
                              Printed Name:  Kenneth V. Hager
                              Title:  Vice President and Chief Financial Officer

                              KANSAS CITY SOUTHERN INDUSTRIES, INC.



                              By:  /s/Landon H. Rowland
                              Printed Name:  Landon H. Rowland
                              Title:  President