EXHIBIT 10.28

                            WADDELL & REED FINANCIAL, INC.

                        SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN



                                       PURPOSE


     The purpose of the Waddell & Reed Financial, Inc. Supplemental Executive 
Retirement Plan (the "PLAN") is to provide deferred compensation that 
otherwise would be paid currently to select employees of Waddell & Reed 
Financial, Inc., a Delaware corporation (the "COMPANY"), and any subsidiaries 
or affiliates of the Company that may adopt this Plan with the consent of the 
Board of Directors of the Company.  This Plan is designed to constitute a 
nonqualified deferred compensation arrangement.

                                          
                                     ARTICLE I
                                          
                                DEFINITION OF TERMS

     Certain words and phrases are defined when first used in later 
paragraphs of this Plan.  In addition, the following words and phrases when 
used herein, unless the context clearly requires otherwise, will have the 
following respective meanings:
     

     1.1  "AGGREGATE CONTRIBUTION AMOUNT" means the amount determined by the 
Compensation Committee to be allocated among Participants' Deferred 
Compensation Accounts for a Plan Year.
     

     1.2  "BASE PAY" means a Participant's base rate of compensation for a 
Plan Year as designated by the Compensation Committee.
     

     1.3  "CODE" means the Internal Revenue Code of 1986, as amended.
     

     1.4  "DEFERRED COMPENSATION ACCOUNT" is defined in Section 4.1.
     

     1.5  "EFFECTIVE DATE" means December 10, 1998.
     

     1.6  "EMPLOYEE" means a common-law employee of the Company or a 
Participating Employer.
     

     1.7  "ERISA" means the Employee Retirement Income Security Act of 1974, 
as amended.
     



     1.8  "401(k) PLAN" means the Waddell & Reed Financial, Inc. 401(k) and 
Thrift Plan, as such plan may be amended from time to time, or any similar 
plan in which a Participating Employer participates.
     

     1.9  "PARTICIPANT" means an Employee who has satisfied the requirements 
for eligibility under Article III and is participating in the Plan.
     

     1.10 "PARTICIPATING EMPLOYER" means a subsidiary or affiliate of the 
Company that adopts this Plan by a properly executed document evidencing such 
intent with the consent of the Board of Directors of the Company.
     

     1.11 "PLAN YEAR" means the period commencing January 1 and ending 
December 31.
     

     1.12 "TOTAL DISABILITY" means a Participant has satisfied the 
requirements to receive long-term disability benefits under the Company's (or 
his or her Participating Employer's) long-term disability insurance plan.
     

     1.13 "VALUATION DATE" means December 31 and such other or additional 
dates as provided herein or otherwise designated by the Administrator as 
Valuation Dates for the purpose of making valuation adjustments to the 
Deferred Compensation Accounts in accordance with Section 4.2.  

                                          
                                          
                                     ARTICLE II
                                          
                                   ADMINISTRATION


     This Plan will be administered by the Company's Compensation Committee, 
which will be the "ADMINISTRATOR" of the Plan.  The decision of a majority of 
the members of the Compensation Committee will control; provided, however, 
that a member will not be entitled to participate in discretionary decisions 
directly related to such person's own participation in the Plan.

     The Administrator will have full power and authority to adopt rules, 
regulations, and practices governing the administration of the Plan, to 
interpret and apply the provisions of this Plan in its sole discretion, to 
alter, amend, or revoke any rules and regulations so adopted, to enter into 
contracts on behalf of the Company with respect to the Plan, and to make 
discretionary decisions under the Plan, except where that authority is 
retained by the Company under this Plan.  The Administrator will administer 
the Plan and render decisions in a uniform and consistent manner so that all 
Participants in similar circumstances are generally treated similarly.  The 
Administrator's decision as to all aspects of Plan operations, including but 
not limited to, the eligibility of persons to participate in the Plan, the 
benefits payable under the 




Plan, and the interpretation of the Plan, cannot be overturned unless it is 
arbitrary and capricious.  The term "ARBITRARY AND CAPRICIOUS" will mean 
having no foundation.  

                                          
                                    ARTICLE III
                                          
                                    ELIGIBILITY


     An Employee who has been designated by the Administrator as eligible for 
participation in the Plan, will be eligible for participation beginning in 
the Plan Year with respect to which the designation is made.  A Participant 
will continue to participate in the Plan until he or she ceases to be a 
member of a select group of management or highly compensated employees, or 
until the Administrator in its sole discretion determines otherwise.

                                          
                                     ARTICLE IV
                                          
                           DEFERRED COMPENSATION ACCOUNTS


     4.1  ESTABLISHMENT OF DEFERRED COMPENSATION ACCOUNTS.  At the time an 
Employee becomes a Participant in the Plan, the Company will establish a 
memorandum account (a "DEFERRED COMPENSATION ACCOUNT") for the Participant on 
its books.

     4.2  ADDITIONS TO DEFERRED COMPENSATION ACCOUNTS.

          (a)  401(k) PLAN BENEFIT RESTORATION -- For each Plan Year, the
     Administrator will credit the Deferred Compensation Account of each
     Participant with an amount equal to four percent (4%) of his or her Base
     Pay, less the amount of any employer matching contribution made or to be
     made on the Participant's behalf under the 401(k) Plan with respect to the
     Plan Year.


          (b)  SUPPLEMENTAL EXECUTIVE RETIREMENT BENEFIT -- For each Plan Year,
     the Compensation Committee will allocate the Aggregate Contribution Amount
     among the Deferred Compensation Accounts of Participants in proportion to
     their Base Pay for the Plan Year.


          (c)  SPECIAL DEFERRAL ELECTION -- With prior approval of the
     Administrator, a Participant who receives a distribution from a
     nonqualified deferred compensation plan sponsored by Torchmark Corporation
     may make a one-time special deferral election to have an amount deferred
     from his future compensation from the Company (or his or her Participating
     Employer), such amount not to exceed the amount of any such distribution
     from a nonqualified deferred compensation plan sponsored by Torchmark
     Corporation.  The 




     amount of any such special deferral election will be credited to the 
     Participant's Deferred Compensation Account.


          (d)  VALUATION ADJUSTMENTS -- As of each Valuation Date, the
     Administrator will also credit (or charge) the Participant's Deferred
     Compensation Account with valuation adjustments determined in accordance
     with this Section 4.2(d).  The valuation adjustment to be credited (or
     charged) to the Participant's Deferred Compensation Account as of any
     Valuation Date (the "CURRENT VALUATION DATE") will be an amount equal to
     the performance of certain hypothetical investments or investment vehicles
     since the last preceding Valuation Date (the "PRECEDING VALUATION DATE") as
     described below.  The value of the Participant's Deferred Compensation
     Account as of the current Valuation Date will be determined as if the
     balance of the Deferred Compensation Account as of the preceding Valuation
     Date, together with any amounts subsequently credited to such Deferred
     Compensation Account, had been invested since the preceding Valuation Date
     or the date credited to the Deferred Compensation Account, as the case may
     be, in the investments or investment vehicles specified by the
     Administrator or its designee.


          For purposes of this Section 4.2(d), "PERFORMANCE" will include, but
     not be limited to, in the sole discretion of the Administrator, interest,
     expenses, and realized and unrealized gains and losses.  The crediting (or
     charging) of amounts under this Section 4.2(d) will occur so long as there
     is a balance in the Participant's Deferred Compensation Account; provided,
     however, the crediting (or charging) of amounts under this Section 4.2(d)
     will cease at a reasonable time (as determined by the Administrator in its
     sole discretion) prior to the date a complete distribution of a
     Participant's benefit under this Plan is made.


     4.3  FORFEITURE.


          (a)  All amounts credited to, and not withdrawn from, a Participant's
     Deferred Compensation Account will be nonforfeitable, except as provided
     below.


          (b)  Notwithstanding any other provision of this Plan, a Participant's
     Deferred Compensation Account will be forfeited in its entirety if the
     Administrator determines that the Participant has engaged in any activity
     that is (1) illegal and involves fraud, dishonesty, or theft; or (2)
     intentionally detrimental to the Company, a Participating Employer, or any
     subsidiary or affiliate thereof.




                                     ARTICLE V
                                          
                              DISTRIBUTION OF BENEFITS


     5.1  DISTRIBUTION ON TERMINATION OF EMPLOYMENT.  Unless otherwise 
elected pursuant to Section 5.4, amounts credited to, and not withdrawn from, 
a Participant's Deferred Compensation Account (less applicable tax and other 
withholdings) will be paid in a single lump sum payment, in cash or other 
property at the Administrator's election, within 90 days after the 
Participant's termination of employment with the Company or, if applicable, 
Participating Employer.

     5.2  DISTRIBUTION ON TOTAL DISABILITY.  Unless otherwise elected 
pursuant to Section 5.4, amounts credited to, and not withdrawn from, a 
Participant's Deferred Compensation Account (less applicable tax and other 
withholdings) as of the date the Administrator determines that the 
Participant has sustained a Total Disability will be paid in a single lump 
sum payment, in cash or other property at the Administrator's election, 
within 90 days after such determination.

     5.3   DISTRIBUTION ON DEATH.  Unless otherwise elected pursuant to 
Section 5.4, payment of the amounts credited to, and not withdrawn from, his 
or her Deferred Compensation Account (less applicable tax and other 
withholdings) as of the date of the Participant's death will be made in a 
single lump sum payment, in cash or other property at the Administrator's 
election, within 90 days after the Participant's death, to the Participant's 
designated beneficiary in accordance with the last such designation received 
by the Administrator, or if none, to the Participant's surviving spouse, or 
if there is no surviving spouse, to the personal representative of the 
Participant's estate.

     A Participant will have the right, at any time, to submit, on a form 
prescribed by the Administrator, a written designation of primary and 
secondary beneficiaries to whom payment under this Plan will be made in the 
event of his or her death prior to complete distribution of the benefits due 
and payable to the Participant under this Plan.  Each beneficiary designation 
will become effective only when receipt thereof is acknowledged in writing by 
the Administrator.

     5.4  FORM OF BENEFIT DISTRIBUTION.  A Participant or Beneficiary may 
elect the form and timing, subject to the Administrator's approval, of 
distribution of his or her benefits and may revoke that election (with or 
without a new election) at any time at least 30 days before his or her 
payments begin or are scheduled to begin, by notifying the Administrator in 
writing of his or her election.




     A Participant or Beneficiary may elect distributions of benefits in one 
of the following forms:

          (a)  LUMP SUM -- a single payment of the entire balance in the
     Participant's Deferred Compensation Account, payable as of a date specified
     in the election, which date may not be later than the date the Participant
     attains (or would have attained) age 65.


          (b)  INSTALLMENTS -- Period payments over a specified period of time,
     beginning as of a date specified in the election, which date may not be
     later than the date the Participant attains (or would have attained) age
     65, and which time period may not extend beyond the life expectancy of the
     Participant or Beneficiary.


     5.5  INCAPACITY.  In the event of the Participant's incapacity (as 
determined by the Administrator), payment pursuant to Sections 5.1 through 
5.3, above, will be made to the Participant or to the legal guardian or 
conservator of the Participant or to an adult with whom the Participant 
maintains his or her residence, as the Administrator in its sole and absolute 
discretion will determine.  Such a payment to a legal guardian, conservator, 
or adult will fully discharge the Administrator, the Company, each 
Participating Employer, and the Plan from further liability on account 
thereof.

                                          
                                     ARTICLE VI
                                          
                                 GENERAL PROVISIONS


     6.1  NON-TRANSFERABILITY OF INTERESTS.  Notwithstanding any other 
provision of this Plan, all Deferred Compensation Accounts maintained by the 
Company will be general assets of the Company and will be subject to the 
claims of such Employer's general creditors.

     Except as provided in Section 6.2 below, benefits payable to 
Participants and their beneficiaries under this Plan may not in any manner be 
anticipated, assigned (either at law or in equity), alienated, sold, 
transferred, pledged, encumbered or subjected to attachment, garnishment, 
levy, execution, or other legal or equitable process by creditors of the 
Participant or the Participant's beneficiaries.  

     6.2  DOMESTIC RELATIONS ORDERS

          (a)  To the extent required under a final judgment, decree, or order
     (including approval of a property settlement agreement) made pursuant to 
     a state domestic relations law (a "DOMESTIC RELATIONS ORDER"), any portion 
     of a 




     Participant's Deferred Compensation Account may be paid or set aside for
     payment to a spouse, former spouse, or child of the Participant.  The
     Administrator shall establish written procedures for determining whether a
     Domestic Relations Order directed to the Program is a "PLAN-APPROVED
     DOMESTIC RELATIONS ORDER" in compliance with Code Section 414(p)(1)(A)(i)
     and such procedures.

          (b)  Where necessary to carry out the terms of a Domestic Relations
     Order, a separate account shall be established with respect to the spouse,
     former spouse, or child.  Any amount so set aside for a spouse, former
     spouse, or child shall be paid out in a lump sum at the earliest date that
     benefits may be paid to the Participant, unless the judgment, decree, or
     order directs a different form of payment.  Nothing in this Section shall
     be construed to authorize any amount to be distributed under the Plan at a
     time or in a form that is not permitted under ERISA or the Code.

          (c)  A Participant's right to receive benefits under the Plan will be
     reduced to the extent that any portion of a Participant's Deferred
     Compensation Account has been paid or set side for payment to a spouse,
     former spouse, or child pursuant to a Plan-Approved Domestic Relations
     Order or to the extent that the Company, a Participating Employer, or the
     Plan is otherwise subject to a binding judgment, decree, or order for the
     attachment, garnishment, or execution or any portion of the Participant's
     Deferred Compensation Account or of any distributions therefrom.  The
     Participant shall be deemed to have released the Company, each
     Participating Employer, and the Program from any claim with respect to such
     amounts in any case in which -- (1) the Company, a Participating Employer,
     the Plan, or any Plan representative has been served with legal process or
     otherwise joined in a proceeding relating to such amounts, (2) the
     Participant has been notified of the pendency of such proceeding in the
     manner prescribed by the law of the jurisdiction in which the proceeding is
     pending for service of process or by mail from the Company, a Participating
     Employer, or a Plan representative to the Participant's last known mailing
     address, and (3) the Participant fails to obtain an order of the court in
     the proceeding relieving the Company, Participating Employer, and the Plan
     from the obligation to comply with the judgment, decree, or order.

          (d)  Neither the Company, any Participating Employer, nor any Plan
     representative will be obligated to incur any cost to defend against or set
     aside any judgment, decree, or order relating to the division, attachment,
     garnishment, or execution of the Participant's Deferred Compensation
     Account or of any distribution therefrom.  Notwithstanding the foregoing,
     if the Company, a Participating Employer, the Plan, or a Plan
     representative is joined in any 




     such proceeding, a Plan representative will take such steps as it deems 
     necessary and appropriate to protect the terms of the Plan.


     6.3  AMENDMENT, SUSPENSION, AND TERMINATION.  The Company, in its sole 
and absolute discretion, at any time may amend, suspend, or terminate the 
Plan or any portion thereof in any manner and to any extent.  Such amendment, 
suspension, or termination of the Plan will be final and binding on each 
Participating Employer unless objected to in writing by such Participating 
Employer within 30 days after written notice is received of such amendment, 
suspension, or termination.  No amendment, suspension, or termination will 
alter or impair any then existing Deferred Compensation Accounts.  Upon 
termination of the Plan, amounts credited to each Participant's Deferred 
Compensation Account will be paid at the Administrator's election (provided 
such election applies uniformly to all such Participants) in a single lump 
sum benefit (in cash or other property at the Administrator's election) 
either (a) at any time after 30 days following the termination of the Plan; 
or (b) at such time and in such event as are otherwise provided under this 
Plan.  

     6.4  UNFUNDED OBLIGATION.  The Plan is intended to be, and will be 
operated and administered so as to be, a plan that is unfunded and maintained 
primarily for the purpose of providing deferred compensation for a select 
group of management or highly compensated employees.  Neither the Company nor 
any Participating Employer will make any provision for funding or insuring 
the Deferred Compensation Accounts that would cause the Plan to be (a) a 
"funded" plan for purposes of Section 404(a)(5) of the Code or Title I of 
ERISA, or (b) other than an "unfunded and unsecured promise to pay money or 
property in the future" under Treasury Regulations Section 1.83-3(e).  A 
Participant and his or her beneficiary will be treated as general, unsecured 
creditors of the Company and, if applicable, his or her Participating 
Employer at all times under the Plan.  The Plan constitutes a mere promise by 
the Company to make the benefit payments as provided in the future.  It is 
the intention of the Company that the Deferred Compensation Accounts be 
unfunded for tax purposes and for purposes of Title I of ERISA.

     The foregoing notwithstanding, the Company may establish a grantor trust 
described in Treasury Regulation Section 1.677(a)-(d) to accumulate funds to 
pay the Deferred Compensation Accounts, provided that the trust assets will 
be subject to the claims of the Company's general creditors and will be 
required to be used to satisfy the claims of the Company's general creditors 
in the event the Company or a Participating Employer is "insolvent" under the 
terms of such trust.

     6.5  NO RIGHT TO EMPLOYMENT OR OTHER BENEFITS.  Nothing contained herein 
will be construed as conferring upon any Participant the right to continue in 
the employ of the Company or any Participating Employer.  Any compensation 
deferred and any 




benefits paid under this Plan will be disregarded in computing benefits under 
any employee benefit plan of the Company or any Participating Employer.

     6.6  CLAIMS PROCEDURES. 

          (a)  (1)  In the event benefits provided under this Plan are not
          timely paid, any Participant or, if the Participant is deceased, the
          Participant's designated beneficiary (the "CLAIMANT," which term will
          include the duly authorized representative of claimant) may file a
          claim requesting benefits under the Plan by submitting to the
          Administrator (or such officer or agent of the Company as the
          Administrator may designate for such purpose) a written statement
          setting out the general nature of the claim.

               (2)  If a duly submitted claim is wholly or partly denied, notice
          of the denial will be furnished to the claimant within 60 days after
          receipt of the claim by the Administrator.  Such notice will be given
          as provided in subparagraph 6.6(a)(3) hereunder, and if the claim has
          not been granted within 60 days of the submission of the claim, the
          claim will be deemed denied for the purposes hereof.

               (3)  The Administrator will provide to every claimant whose duly
          submitted claim for benefits is denied, written notice setting forth
          in a manner calculated to be understood by the claimant:

                    (A)  The specific reason or reasons for the denial;

                    (B)  Specific reference to pertinent Plan provisions on
               which the denial is based;

                    (C)  A description of any additional material or information
               necessary for the claimant to perfect the claim and an
               explanation of why such material or information is necessary;

                    (D)  An explanation of the Plan's claim review procedure.  

               Such notice will be sent by certified mail, return receipt
          requested, to the claimant's last known address.

          (b)  (1)  The Administrator will appoint a Claims Review Committee
          which will consist of any number of officers of the Company (other
          than the claimant), as the Administrator in its discretion will
          determine, to review and make decisions on claim denials.  All
          decisions of the Claims Review Committee will be by majority vote.




               (2)  Within 60 days after denial of a claim as herein provided,
          the claimant may request review of the denied claim by submitting a
          written request therefor to the Claims Review Committee, in the care
          of the Administrator.

               (3)  After the request for a review of the claim denial has been
          submitted, and before issuance of the decision on review, the claimant
          may upon reasonable advance written notice review pertinent Plan
          documents during regular business hours at the Company's office;
          provided, however, that such Plan documents will not be considered to
          include any documents such as correspondence or memoranda between any
          agents or employees of the Company and any other persons or government
          agencies.  At the option of the Claims Review Committee, the claimant
          may be given photocopies of pertinent Plan documents in lieu of a
          review of such documents at the Company's offices.

               (4)  Within 30 days after the request for a review of the claim
          denial has been submitted, the claimant may submit issues and comments
          in writing to the Compensation Committee.

               (5)  Upon request of the Claimant, or upon its own motion, the
          Compensation Committee may, but will not be required to, provide the
          claimant an opportunity for a hearing before the Compensation
          Committee.

               (6)  Within 60 days after receipt of a request for review, the
          Compensation Committee will render its decision unless special
          circumstances (such as the need to hold a hearing) require an
          extension of time for processing the request for review, in which case
          a decision will be rendered as soon as possible, but in no event later
          than 120 days after receipt of the request for review.

               (7)  The decision on review will be in writing and will include
          specific reasons for the decision, written in a manner calculated to
          be understood by the claimant, and specifically referencing pertinent
          Plan provisions on which the decision is based.

     6.7  INUREMENT.  This Plan will be binding upon and inure to the benefit 
of the Company, each Participating Employer, their successors and assigns, 
the Participant, and his or her successors, heirs, executors, personal 
representatives, administrators and beneficiaries.  




     6.8  NOTICE.  Any notice, consent or demand required or permitted to be 
given under the provisions of this Plan will be in writing, and will be 
signed by the party giving or making the same.  If such notice, consent or 
demand is mailed to a party hereto, it will be sent by United States 
certified mail, postage prepaid, addressed to such party's last known address 
as shown on the records of the Company.  The date of such mailing will be 
deemed the date of notice, consent or demand.  Either party may change the 
address to which notice is to be sent by giving notice of change of address 
in the manner aforesaid.

     6.9  GOVERNING LAW.  This Plan, and the rights of the parties hereunder, 
will be governed by and construed in accordance with the laws of the State of 
Kansas, without reference to the principles of conflict of laws.

     IN WITNESS WHEREOF, WADDELL & REED FINANCIAL, INC. has caused this Plan 
to be executed by its duly authorized officer, on the 31st day of December, 
1998.

                              WADDELL & REED FINANCIAL, INC.



                               By:  /s/ Keith A. Tucker 
                                   ------------------------------
                                   Keith A. Tucker,
                                   Chairman of the Board and
                                   Chief Executive Officer