ASSIGNMENT, CONSENT AND ACCEPTANCE


         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,  amended as of June 30, 1999 (the  "Agreement"),  a copy of
which amendment is attached hereto as Exhibit A; and

         WHEREAS, KCSI desires to assign all of its rights and obligations under
the  Agreement  to KCSI's  wholly-owned  subsidiary,  Stilwell  Financial,  Inc.
("Stilwell")  which may in turn  desire  to make  further  assignments,  and DST
desires to consent to such assignments on certain terms and conditions.

         NOW, THEREFORE, KCSI, DST and Stilwell agree as follows:


I.       Defined Terms

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


II.      Assignment

         KCSI hereby  transfers and assigns to Stilwell all of KCSI's rights and
obligations under the Agreement subject to the consent of DST and the acceptance
of Stilwell set forth below.


III.     Consent to Transfers

         A. DST  consents  to the  transfer by KCSI to Stilwell of all of KCSI's
shares of DST common  stock,  and agrees that such shares  shall  continue to be
Registrable  Securities;  provided,  however, that Stilwell is not an investment
advisor  or  investment  company  under the  Investment  Company  Act of 1940 or
Investment Advisors Act of 1940, each as amended.

         B. DST  consents to the  transfer  by Stilwell to Stilwell  Management,
Inc. ("Stilwell Management") of all of Stilwell's shares of DST common stock and
agrees that such shares shall continue to be Registrable  Securities;  provided,
however,  that  Stilwell  owns at least  ninety-five  percent  (95%) of Stilwell
Management's  voting power and that by December 31, 1999 Stilwell  Management is
not an investment advisor or investment company under the Investment Company Act
of 1940 or Investment Advisors Act of 1940, each as amended.


IV.      Consent to Assignment

         Pursuant to Section 6 of the  Agreement,  DST (1) consents to the above
assignment by KCSI to Stilwell,  and (2) following  distribution  by KCSI to its
shareholders  of all of the  common  stock of  Stilwell,  consents  to  Stilwell
assigning, at its discretion, the Agreement or registration rights as to some or
all of the Registrable  Securities under the Agreement to (a) one or more direct
or indirect  wholly-owned  subsidiaries of Stilwell  ("Stilwell  Subsidiaries"),
and/or (b) a third party in connection with any transaction involving the sum of
One  Hundred  Million  Dollars  ($100,000,000.00)  or  more,  which is a sale of
Registrable Securities in a private placement or a transaction in which Stilwell
or a Stilwell  Subsidiary  has the right or  obligation  to deliver  Registrable
Securities in repayment of borrowed funds. This Consent to Assignment is subject
to the following:

                  (a) the entities to which the  Agreement or rights  thereunder
         be assigned as set forth in clause 2 above  ("Permitted  Assigns")  may
         exercise  rights  under the  Agreement  only if (1) DST is  notified in
         writing in advance of the  assignment  of the identity of the Permitted
         Assignee,  the  number of  Registrable  Shares to which the  assignment
         applies,   and  the  substance  of  the  transaction  under  which  the
         assignment is made; and (2) the Permitted Assignee agrees in writing to
         be bound by all of the terms and conditions of the Agreement;

                  (b) all Permitted  Assignees and Stilwell  shall be considered
         as one entity for purposes of Sections 2(e) and 3(b) of the  Agreement,
         except that  Permitted  Assignees  (other than  Stilwell  and  Stilwell
         Subsidiaries)   will   not   be,    collectively,    subject   to   the
         one-time-in-any-twelve-month-period  requirement of Section 2(e) of the
         Agreement; and

                  (c) all notices required or permitted to be given by DST under
         the Agreement may be given by DST to Stilwell  only,  regardless of any
         assignment by Stilwell to Permitted Assignees.


V.       Acceptance

         Stilwell  hereby accepts  assignment of the Agreement by KCSI set forth
above  subject to the terms and  conditions  of the Consent to Assignment by DST
set  forth  above,  and  Stilwell  agrees  to be bound by all of the  terms  and
conditions of the Agreement and to perform all of KCSI's  obligations  under the
Agreement.

         Dated as of this 11th day of August, 1999.


                      KANSAS CITY SOUTHERN INDUSTRIES, INC.



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

                      DST SYSTEMS, INC.



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

                      STILWELL FINANCIAL, INC.



                      By:  /s/Danny R. Carpenter
                      Printed Name:  Danny R. Carpenter
                      Title: Vice President and Secretary