EXHIBIT 10.23

                FIRST AMENDMENT TO WADDELL & REED FINANCIAL, INC.
             1998 EXECUTIVE DEFERRED COMPENSATION STOCK OPTION PLAN

         WHEREAS, the Company adopted and implemented the Waddell & Reed
Financial, Inc. Executive Deferred Compensation Stock Option Plan as of March 3,
1998 (the "Executive Plan");

         WHEREAS, the Company desires to amend certain provisions of the
Executive Plan;

         WHEREAS, on October 21, 1998, the Compensation Committee of the Board
of Directors of the Company adopted a resolution authorizing the amendment of
the Executive Plan in accordance with the authority granted to them pursuant to
the Executive Plan.

         NOW, THEREFORE, the Executive Plan is hereby amended as follows:

         Section 6.1.(a) of the Executive Plan is hereby modified, altered,
amended and replaced in the following respect:

         1. SECTION 6.1.(a) "OPTIONS CONVERTED FROM DEFERRED SALARY". During the
same calendar quarter with respect to which a Participant deferred Salary into
the Plan, the Participant shall have the right to convert some or all of his or
her Interest Account for Salary for such quarter or the previous quarter(s) of
that same calendar year into Options pursuant to this Article 6. To make such
election, the Participant must file with the plan administrator a written
irrevocable Secondary Election Form for Salary to receive Options as of the date
of the filing of such Secondary Election Form (the "Option Grant Date").

         2. EXHIBIT C "SECONDARY ELECTION FORM FOR SALARY". Exhibit C of the
Executive Plan is hereby replaced and superceded by the revised Exhibit C
attached hereto as Attachment "1".

         3. OTHER PROVISIONS AND TERMS. Except as expressly provided for herein,
all other terms, conditions, rights, powers and responsibilities contained in
the Executive Plan shall remain in full force and effect as the same are
prescribed for and provided by the terms and conditions of said Executive Plan.
Capitalized terms used but not defined herein shall have the meaning given them
in the Executive Plan.