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Contribution Agreement - DST SYSTEMS INC - 3-29-1999

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Contribution Agreement - DST SYSTEMS INC - 3-29-1999 Powered By Docstoc
					Exhibit 10.7 CONTRIBUTION AGREEMENT This is a Contribution Agreement, dated as of November 30, 1998, between DST Systems Inc., a Delaware corporation (the "CONTRIBUTOR"), and Boston EquiServe Limited Partnership, a Delaware limited partnership (the "PARTNERSHIP"). WHEREAS, each of Contributor and the Partnership operates a shareholders services business; WHEREAS, Contributor has agreed, pursuant to the Development Agreement, to develop proprietary software known as the Fairway System for use by the Partnership in the Partnership Shareholder Services Business; and WHEREAS, subject to the terms and conditions set forth below and in the Development Agreement, Contributor desires to contribute, and to cause Contributor GP (as defined below) to contribute, and the Partnership desires to accept, the Fairway System (as defined below) and certain assets used in the shareholder services business of Contributor in exchange for the issuance to the Contributor, or an affiliate of the Contributor, of a 19.5% limited partnership interest (as set forth herein) in the Partnership and the issuance to, DST Stock Transfer, Inc., a wholly owned subsidiary of Contributor (the "CONTRIBUTOR GP") of a 0.5% general partnership interest in the Partnership; NOW, THEREFORE, in consideration of the foregoing and the mutual covenants set forth below, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: ARTICLE 1 DEFINITIONS 1.1. CERTAIN DEFINED TERMS. As used in this Agreement, the following capitalized terms have the following meanings: "ACCEPTANCE TESTING" shall have the meaning set forth in the Development Agreement. "ACQUIRED INTELLECTUAL PROPERTY" means the Acquired Assets referred to in Sections 2.1(a) and 2.1(b) hereof and the STS License. "AFFILIATE" means, with respect to any Person, any other Person controlling, controlled by or under common control with, such Person. As used in this definition, "CONTROL" (including, with its correlative meanings, "CONTROLLED BY" and "UNDER COMMON CONTROL WITH") means the possession, directly or indirectly, of power to direct or cause the direction of the management

2 and policies of a Person, whether through the ownership of voting securities, by contract or otherwise. "AGREEMENT" means this Contribution Agreement, including all exhibits and schedules hereto, as amended, restated or supplemented from time to time. "BANK ONE" means BANK ONE CORPORATION, a Delaware corporation. "BANK ONE CONTRIBUTION AGREEMENT" means the Contribution Agreement, dated as of February 9, 1998, by and between BANK ONE and the Partnership.

2 and policies of a Person, whether through the ownership of voting securities, by contract or otherwise. "AGREEMENT" means this Contribution Agreement, including all exhibits and schedules hereto, as amended, restated or supplemented from time to time. "BANK ONE" means BANK ONE CORPORATION, a Delaware corporation. "BANK ONE CONTRIBUTION AGREEMENT" means the Contribution Agreement, dated as of February 9, 1998, by and between BANK ONE and the Partnership. "BANK ONE SUB" means FCTC General, Inc., a Delaware corporation. "BFDS" means BFDS Limited, Inc., a Massachusetts corporation. "BFDS SUB" means BFDS General, Inc., a Massachusetts corporation. "BKB" means BankBoston, N.A., a national banking association. "BKB SUB" means BancBoston Services, Inc., a Massachusetts corporation. "BUSINESS DAY" means any other day than a day on which either the Contributor or the Partnership is not open for business. "CONTRIBUTED BUSINESS" shall mean the Acquired Assets and STS Customer Contracts. "CONTRIBUTOR" has the meaning set forth in the preamble. "CONTRIBUTOR GP" has the meaning set forth in the recitals. "CONTRIBUTOR MATERIAL ADVERSE EFFECT" means a material adverse effect on the ability of Contributor or the Contributor GP to consummate the transactions contemplated hereby or on the business, results of operations, properties (including intangible properties), assets, liabilities or financial condition of the Contributed Business. "DELTA VANTAGE SYSTEM" means all of the Partnership's right, title and interest in and to the computer program codes (including all object code, source code, documentation and other media containing such code) comprising the "Delta Vantage System" used by the Partnership to perform corporate stock transfer, bond processing and mutual fund fulfillment functions and applicable interfaces therefor, whether completed or in the process of development, and all enhancements, upgrades or other modifications thereto. "DELIVERY DATE" means the date by which each Release shall be delivered by Contributor to the Partnership for Acceptance Testing as set forth in the Development Agreement.

3 "DEVELOPMENT AGREEMENT" means the agreement dated as of the date hereof by and between the Partnership and the Contributor pursuant to which Contributor agrees to develop and deliver the Fairway System for the Partnership, a copy of which is attached hereto as EXHIBIT A. "DISPUTE RESOLUTION PROCEDURES" shall have the meaning set forth in the Development Agreement. "FAIRWAY DATA PROCESSING AGREEMENT" means the Data Processing Service Agreement to be entered into as of the date of the Final Closing by and between the Contributor and the Partnership, in the form attached hereto as EXHIBIT B. "FAIRWAY REMOTE SERVICE AGREEMENT" means the Remote Service Agreement to be entered into as

3 "DEVELOPMENT AGREEMENT" means the agreement dated as of the date hereof by and between the Partnership and the Contributor pursuant to which Contributor agrees to develop and deliver the Fairway System for the Partnership, a copy of which is attached hereto as EXHIBIT A. "DISPUTE RESOLUTION PROCEDURES" shall have the meaning set forth in the Development Agreement. "FAIRWAY DATA PROCESSING AGREEMENT" means the Data Processing Service Agreement to be entered into as of the date of the Final Closing by and between the Contributor and the Partnership, in the form attached hereto as EXHIBIT B. "FAIRWAY REMOTE SERVICE AGREEMENT" means the Remote Service Agreement to be entered into as of the date hereof by and between the Contributor and the Partnership, a copy of which is attached hereto as EXHIBIT C. "FUNCTIONALITY" has the meaning set forth in the Development Agreement. "GAAP", when used with respect to financial statements of any Person, means generally accepted accounting principles and practices in effect from time to time within the United States applied consistently throughout the period involved by such Person. "GOVERNMENT AUTHORITY" means any federal, national, state, municipal, local, territorial or other governmental department, commission, board, bureau, agency, regulatory authority, instrumentality, judicial or administrative body, domestic or foreign. "INTERIM ACCEPTANCE" shall have the meaning set forth in the Development Agreement. "PARTNERSHIP" has the meaning set forth in the preamble. "PARTNERSHIP AGREEMENT" means the Second Amended and Restated Limited Partnership Agreement, to be entered into as of the Initial Closing Date, among BKB, BFDS, BANK ONE, Contributor, BKB Sub, BFDS Sub, BANK ONE Sub and Contributor GP in the form attached hereto as SCHEDULE 10.2(a). "PARTNERSHIP BUSINESS" means the business of providing services to: (a) corporations and other securities issuers (excluding open-end investment companies and unit investment trusts but including limited partnerships, closed-end investment companies and issuers of American Depository Receipts) (i) as registrar, transfer agent, dividend disbursement agent, employee stock purchase plan agent, redemption agent, rights agent, exchange agent, tender agent and reorganization agent, as applicable, (ii) as registrar and paying agent for debt instruments (other than debt instruments with respect to which such registrar or paying agent also acts as indenture trustee, fiscal agent, issuing and paying agent, custodian or in similar capacities), (iii) as proxy processing servicer, employee stock plan administrator, stock option administrator, dividend reinvestment plan administrator and (iv) in similar capacities,

4 (b) stockholders and creditors as claims processor and in similar capacities, including class action administration services, and/or (c) government employees as government allotment administrator and in similar capacities. "PARTNERSHIP BUSINESS CONTRACTS" means the agreements entered into between the Partnership or the Partnership Subsidiary, as applicable, and its customers from time to time in connection with the Partnership Business, as such agreements may be in effect from time to time, and the agreements entered into between the existing partners in the Partnership and their respective customers, the servicing obligations under which have been delegated to and the rights to which have been assigned to the Partnership pursuant to the Shareholder Services Agreements.

4 (b) stockholders and creditors as claims processor and in similar capacities, including class action administration services, and/or (c) government employees as government allotment administrator and in similar capacities. "PARTNERSHIP BUSINESS CONTRACTS" means the agreements entered into between the Partnership or the Partnership Subsidiary, as applicable, and its customers from time to time in connection with the Partnership Business, as such agreements may be in effect from time to time, and the agreements entered into between the existing partners in the Partnership and their respective customers, the servicing obligations under which have been delegated to and the rights to which have been assigned to the Partnership pursuant to the Shareholder Services Agreements. "PARTNERSHIP INTELLECTUAL PROPERTY" means all of the rights of the Partnership or the Partnership Subsidiary, as applicable, in any trademarks, service marks, trade names, design patents, patents, works of authorship, copyrights, logos, inventions, computer software, trade secrets and other confidential know-how protectible under applicable federal, state or foreign law, and any other similar types of proprietary intellectual property protectible under applicable federal, state or foreign law including all applications, pending applications and registrations therefor, in each case to the extent used by the Partnership or the Partnership Subsidiary, as applicable, in connection with the conduct of the Partnership Business. "PARTNERSHIP MATERIAL ADVERSE EFFECT" means a material adverse effect on the ability of Partnership to consummate the transactions contemplated hereby or on the business, results of operations, properties (including intangible properties), assets, liabilities or financial condition of the Partnership and its subsidiaries. "PARTNERSHIP SUBSIDIARY" means Boston EquiServe Trust Company, N.A., limited purpose national bank. "PARTNERSHIP THIRD PARTY INTELLECTUAL PROPERTY" means Partnership Intellectual Property that is not owned by the Partnership or the Partnership Subsidiary, as applicable, and is used by the Partnership or the Partnership Subsidiary, as applicable, in the Partnership Business. "PERMITTED LIENS" means any of the following liens created, incurred or suffered to exist in, of or on the property of any Person: (i) liens for taxes, assessments or governmental charges or levies, if the same shall not at the time be delinquent or thereafter can be paid without penalty, or are being contested in good faith by appropriate proceedings; (ii) liens imposed by law, such as carriers', warehousemen's and mechanics' liens and other similar liens arising in the ordinary course of business which secure payment of obligations not more than 60 days past due or which are being contested in good faith by appropriate proceedings and for which adequate reserves shall have been set aside on such Person's books, as appropriate; (iii) liens arising out of pledges or deposits under worker's compensation laws, unemployment insurance, old age pensions, or other social security or retirement benefits, or similar legislation; (iv) utility easements, building restrictions and such other encumbrances or charges against real property as are of a nature generally existing with respect to properties of a similar character and which do not in any

5 material way affect the marketability of the same or interfere with the use thereof in the Shareholder Services Business of such Person; and (v) liens existing on the date hereof and described (x) in the case of Contributor or the Contributor GP on SCHEDULE 1B and (y) in the case of the Partnership, on SCHEDULE 1C. "PERSON" means any individual, partnership, corporation, association, trust, limited liability company, joint venture, unincorporated organization or other entity and any government, governmental department or agency or political subdivision thereof. "RELATED AGREEMENTS" means those agreements by and between the Partnership and the Contributor or

5 material way affect the marketability of the same or interfere with the use thereof in the Shareholder Services Business of such Person; and (v) liens existing on the date hereof and described (x) in the case of Contributor or the Contributor GP on SCHEDULE 1B and (y) in the case of the Partnership, on SCHEDULE 1C. "PERSON" means any individual, partnership, corporation, association, trust, limited liability company, joint venture, unincorporated organization or other entity and any government, governmental department or agency or political subdivision thereof. "RELATED AGREEMENTS" means those agreements by and between the Partnership and the Contributor or the Contributor GP listed on SCHEDULE 1D attached hereto. "RELEASE" means any of Release 1.1, Release 1.2, Release 1.2.5, Release 1.3, or Release 1.3.5. "RELEASE 1.2" means version 1.2 of the Fairway System to be developed by Contributor and as more fully described in the Development Agreement. "RELEASE 1.2.5" means version 1.2.5 of the Fairway System to be developed by Contributor and as more fully described in the Development Agreement. "RELEASE 1.3" means version 1.3 of the Fairway System to be developed by Contributor and as more fully described in the Development Agreement. "RELEASE 1.3.5" means version 1.3.5 of the Fairway System to be developed by Contributor and as more full described in the Development Agreement. "SHAREHOLDER SERVICES AGREEMENTS" means Services Agreements between BKB and the Partnership and between SSBT and the Company, each dated September 29, 1995, as in effect from time to time. "SPECIFICATIONS" shall have the meaning set forth in the Development Agreement. "STS CUSTOMER CONTRACTS" means the contracts listed on SCHEDULE 1A hereto. "STS DATA PROCESSING AGREEMENT" means the Data Processing Service Agreement to be entered into as of the date of the Contributed Business Closing by and between the Contributor and the Partnership, in the form attached hereto as EXHIBIT D. "STS LICENSE" means the royalty-free, worldwide license to the STS System Software (as such term is defined in the STS License), including all source code, object code and documentation, to be entered into as of the date of the Contributed Business Closing by and between Contributor or Contributor GP and the Partnership, substantially in the form of the license agreement) attached as EXHIBIT G. "SSBT" means State Street Bank and Trust Company, a Massachusetts trust company.

6 1.2. CROSS REFERENCES TO CERTAIN TERMS DEFINED ELSEWHERE IN THIS AGREEMENT.
TERM ---Acquired Assets BANK ONE Business Claim Closing(s) Closing Dates(s) Contributed Business Closing Contributed Business Closing Date SECTION ------2.1 5.8 12.3 8.7 8.7 8.3(a) 8.3(a)

6 1.2. CROSS REFERENCES TO CERTAIN TERMS DEFINED ELSEWHERE IN THIS AGREEMENT.
TERM ---Acquired Assets BANK ONE Business Claim Closing(s) Closing Dates(s) Contributed Business Closing Contributed Business Closing Date Contributor Customers Contributor Losses Contributor Necessary Permits Contributor Shareholder Services Agreement Delivery Default Delivery Default Closing Date Delta Vantage Technical Documentation Disclosing Party Encumbrances Fairway System FCNB Business Final Acceptance Default Final Acceptance Default Closing Final Acceptance Default Closing Date Final Closing Final Closing Date Indemnified Party Indemnifying Party Initial Closing Initial Closing Date Information Interim Closing Interim Closing Date Partnership Assets Partnership Contracts Partnership Customers Partnership Employees Partnership Losses Partnership Necessary Permits Proxy and Retained Rights License Retained Liabilities Retained Rights Securities Act Subject Losses SECTION ------2.1 5.8 12.3 8.7 8.7 8.3(a) 8.3(a) 4.8(e) 12.1 4.6 10.4(a) 8.5(a) 8.5(b) 5.18 6.5(b) 4.3 2.1(b) 5.8 8.6(a) 8.6(b) 8.6(b) 8.4(a) 8.4(a) 12.3(a) 12.3(a) 8.1(a) 8.1(a) 6.5(b) 8.2(a) 8.2(a) 5.3 5.12(a) 5.12(d) 5.19 12.2 5.10 2.2 3 2.2 4.12 12.5

7
Third Party Claim Undelegated Contracts 12.3 7.1(c)

ARTICLE 2 CONTRIBUTION OF ASSETS 2.1. ACQUIRED ASSETS. Subject to the terms and conditions set forth in this Agreement, the Contributor hereby agrees to, and to cause Contributor GP to, contribute, assign, transfer and deliver to the Partnership, and the Partnership hereby agrees to accept, acquire and take assignment and delivery of, all of the following assets of the Contributor and the Contributor GP, all of which assets are hereinafter referred to collectively as the "ACQUIRED ASSETS": (a) All of the rights of the Contributor and the Contributor GP in any trademarks, service marks, trade names, design patents, patents, works of authorship, copyrights, logos, inventions, computer software, trade secrets and

7
Third Party Claim Undelegated Contracts 12.3 7.1(c)

ARTICLE 2 CONTRIBUTION OF ASSETS 2.1. ACQUIRED ASSETS. Subject to the terms and conditions set forth in this Agreement, the Contributor hereby agrees to, and to cause Contributor GP to, contribute, assign, transfer and deliver to the Partnership, and the Partnership hereby agrees to accept, acquire and take assignment and delivery of, all of the following assets of the Contributor and the Contributor GP, all of which assets are hereinafter referred to collectively as the "ACQUIRED ASSETS": (a) All of the rights of the Contributor and the Contributor GP in any trademarks, service marks, trade names, design patents, patents, works of authorship, copyrights, logos, inventions, computer software, trade secrets and other confidential know-how protectible under applicable federal, state or foreign law, and any other similar types of proprietary intellectual property protectible under applicable federal, state or foreign law including all applications, pending applications and registrations therefor, in each case to the extent used by Contributor or the Contributor GP in connection with the use of the Contributed Business and required for the Partnership to satisfy its obligations under the Contributor Shareholder Services Agreement, as described on SCHEDULE 2.1(a) hereto; (b) All of the right, title and interest of the Contributor and the Contributor GP in and to all of the assets comprising the "Fairway System" being developed by the Contributor pursuant to the Development Agreement (as such term is more fully described in the Development Agreement, the "FAIRWAY SYSTEM") including all documentation and deliverables required to be delivered with the Fairway System pursuant to the Development Agreement; (c) Copies of (i) the accounting books, records and ledgers of the Contributor and the Contributor GP relating to and used in or for the Contributed Business, (ii) copies of all documents and records relating to the Contributed Business, (iii) copies of the STS Customer Contracts, and (iv) and all historical source data and other information relating to the Contributed Business electronically stored or otherwise recorded; (d) All customer lists, customer records and information relating to the Contributed Business (to the extent transferable); (e) To the extent transferable, all licenses, permits or governmental approvals applied for by, or issued or given to the Contributor with respect to the Contributed Business, as described on SCHEDULE 2.1(e) hereto; and

8 2.2 CONTRIBUTOR RETAINED RIGHTS. Notwithstanding the assignment and contribution of the Fairway System to the Partnership, Contributor shall retain a fully-paid, non-exclusive, perpetual, irrevocable, worldwide license to (i) use and to provide to others the know-how, solutions and objects developed for or included in the Fairway System without limitation and (ii) use the separable, discrete Functionality relating solely to proxy processing, (the "RETAINED RIGHTS"), in the form attached as EXHIBIT E (the "PROXY AND RETAINED RIGHTS LICENSE"), except only that Contributor may only use the Retained Rights in compliance with the provisions of Section 16 of the form of Partnership Agreement attached as SCHEDULE 10.2(a) hereto notwithstanding the fact that the Partnership Agreement has not been executed by the parties as of the date of this Agreement. 2.3 EXCLUDED ASSETS. Except for the Acquired Assets, neither Contributor nor Contributor GP are contributing, assigning, or delivering to the Partnership any assets. ARTICLE 3

8 2.2 CONTRIBUTOR RETAINED RIGHTS. Notwithstanding the assignment and contribution of the Fairway System to the Partnership, Contributor shall retain a fully-paid, non-exclusive, perpetual, irrevocable, worldwide license to (i) use and to provide to others the know-how, solutions and objects developed for or included in the Fairway System without limitation and (ii) use the separable, discrete Functionality relating solely to proxy processing, (the "RETAINED RIGHTS"), in the form attached as EXHIBIT E (the "PROXY AND RETAINED RIGHTS LICENSE"), except only that Contributor may only use the Retained Rights in compliance with the provisions of Section 16 of the form of Partnership Agreement attached as SCHEDULE 10.2(a) hereto notwithstanding the fact that the Partnership Agreement has not been executed by the parties as of the date of this Agreement. 2.3 EXCLUDED ASSETS. Except for the Acquired Assets, neither Contributor nor Contributor GP are contributing, assigning, or delivering to the Partnership any assets. ARTICLE 3 ASSUMPTION OF OBLIGATIONS Anything in this Agreement to the contrary notwithstanding, the Partnership shall not assume, and shall not be deemed to have assumed, any liability or obligation of the Contributor or Contributor GP or the Contributed Business whatsoever other than as specifically set forth in the Contributor Shareholder Services Agreement (with all such non-assumed liabilities and obligations referred to herein as the "RETAINED LIABILITIES"). ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF THE CONTRIBUTOR As a material inducement to the Partnership to enter into this Agreement, Contributor hereby represents and warrants to the Partnership as follows (with any item specifically disclosed in a Schedule hereunder deemed to be disclosed for the purposes of any other Schedule hereunder): 4.1. ORGANIZATION, ETC. Each of the Contributor and Contributor GP is a corporation duly organized and validly existing under its jurisdiction of organization. Contributor GP has all requisite corporate power and authority to own and operate the Acquired Assets and to carry on the Contributed Business as now conducted by it. Each of Contributor and Contributor GP has the requisite corporate power and authority to enter into this Agreement and the Related Agreements to which it is a party and to perform its obligations hereunder and thereunder. 4.2. AUTHORITY; COMPLIANCE WITH OTHER INSTRUMENTS; ENFORCEABILITY. The execution, delivery and performance of this Agreement and each of the Related Agreements to which either Contributor or Contributor GP is a party have been duly authorized by all necessary corporate action on the part of Contributor or Contributor GP, as applicable, and will not result in any

9 violation of or conflict with or constitute a default under (i) any term of the charter or by-laws or other constitutive documents of Contributor or Contributor GP, as applicable, or (ii) any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to Contributor or Contributor GP, as applicable, or otherwise result in the creation of any Encumbrance upon any of the Acquired Assets, except for any such violation, conflict or default under clause (ii) above or any such Encumbrance which shall not, individually or in the aggregate, have a Contributor Material Adverse Effect. This Agreement has been duly executed and delivered by Contributor and constitutes, and each Related Agreement to which either Contributor or Contributor GP is a party when executed and delivered by them will constitute, the legal, valid and binding obligation of Contributor or Contributor GP, as applicable, enforceable against Contributor or Contributor GP, as applicable, in accordance with the terms hereof or thereof, subject only to the provisions of bankruptcy, insolvency, moratorium, reorganization, fraudulent transfer or other laws affecting the enforcement generally of creditors' rights and remedies.

9 violation of or conflict with or constitute a default under (i) any term of the charter or by-laws or other constitutive documents of Contributor or Contributor GP, as applicable, or (ii) any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to Contributor or Contributor GP, as applicable, or otherwise result in the creation of any Encumbrance upon any of the Acquired Assets, except for any such violation, conflict or default under clause (ii) above or any such Encumbrance which shall not, individually or in the aggregate, have a Contributor Material Adverse Effect. This Agreement has been duly executed and delivered by Contributor and constitutes, and each Related Agreement to which either Contributor or Contributor GP is a party when executed and delivered by them will constitute, the legal, valid and binding obligation of Contributor or Contributor GP, as applicable, enforceable against Contributor or Contributor GP, as applicable, in accordance with the terms hereof or thereof, subject only to the provisions of bankruptcy, insolvency, moratorium, reorganization, fraudulent transfer or other laws affecting the enforcement generally of creditors' rights and remedies. 4.3. TITLE TO ACQUIRED ASSETS. Contributor GP is the lawful owner of, has good and valid title to, and, except for the consents to transfer described on SCHEDULE 4.3 hereto, has the right to convey, transfer, assign and deliver all of the Acquired Assets. Except as set forth on SCHEDULE 4.3 hereto, all of the Acquired Assets and STS Customer Contracts are free and clear of any security interests, pledges, liens, mortgages, deeds of trust, conditional sales agreements, title retention agreements, material defects as to title or restrictions against the transfer and assignment thereof (other than Permitted Liens and other than restrictions against transfer and assignment in the STS Customer Contracts) (collectively, "ENCUMBRANCES"). At each Closing, Contributor will cause Contributor GP to, and the Contributor GP will, convey, transfer, assign and deliver to the Partnership the Acquired Assets required to be conveyed at such Closing, free and clear of any Encumbrances other than Permitted Liens. There are no filings under the Uniform Commercial Code or similar statute in any jurisdiction showing Contributor or Contributor GP as debtor which create or perfect or which purport to create or perfect any Encumbrance in or on any of the Acquired Assets other than Permitted Liens. 4.4. GOVERNMENTAL CONSENTS. Except for the Consent of the Federal Reserve Bank of New York under its STS Customer Contract, no consent, approval or authorization of, or registration, qualification or filing with, any governmental agency or authority is required for the execution and delivery of this Agreement or any Related Agreements by Contributor or Contributor GP or for the consummation by Contributor or Contributor GP of the transactions contemplated hereby or thereby. 4.5. [RESERVED] 4.6. COMPLIANCE WITH LAWS, ETC. Each of Contributor and the Contributor GP is, and after giving effect to the transactions contemplated hereby, Contributor and the Contributor GP will be, in compliance with all rules and regulations applicable to the Contributed Business under applicable federal or state law, except for any lack of compliance which, individually or in the aggregate, would not have a Contributor Material Adverse Effect. In addition, Contributor and the Contributor GP have all licenses, permits, ratings and approvals of all federal, state, local or

10 foreign governmental or regulatory bodies necessary for Contributor and the Contributor GP to operate the Contributed Business as presently operated, except for any licenses, permits, ratings and approvals the absence of which, individually or in the aggregate, would not have a Contributor Material Adverse Effect (the "CONTRIBUTOR NECESSARY PERMITS"). SCHEDULE 4.6 lists all Contributor Necessary Permits. To the knowledge of Contributor and the Contributor GP, (a) all of the Contributor Necessary Permits are in full force and effect, and (b) no suspension or cancellation of any Contributor Necessary Permit has been threatened, and no proceeding seeking any such suspension or cancellation is pending. 4.7. LITIGATION, ETC. No civil, criminal, administrative or other regulatory governmental action, suit, demand, claim, hearing, proceeding or investigation is as of the date of this Agreement or as of the each Closing Date pending or, to the knowledge of Contributor and the Contributor GP, threatened, against Contributor and the Contributor GP or any of their directors or officers which questions (a) the validity of this Agreement or challenges any of the transactions contemplated hereby or (b) otherwise relates to the Contributed Business or

10 foreign governmental or regulatory bodies necessary for Contributor and the Contributor GP to operate the Contributed Business as presently operated, except for any licenses, permits, ratings and approvals the absence of which, individually or in the aggregate, would not have a Contributor Material Adverse Effect (the "CONTRIBUTOR NECESSARY PERMITS"). SCHEDULE 4.6 lists all Contributor Necessary Permits. To the knowledge of Contributor and the Contributor GP, (a) all of the Contributor Necessary Permits are in full force and effect, and (b) no suspension or cancellation of any Contributor Necessary Permit has been threatened, and no proceeding seeking any such suspension or cancellation is pending. 4.7. LITIGATION, ETC. No civil, criminal, administrative or other regulatory governmental action, suit, demand, claim, hearing, proceeding or investigation is as of the date of this Agreement or as of the each Closing Date pending or, to the knowledge of Contributor and the Contributor GP, threatened, against Contributor and the Contributor GP or any of their directors or officers which questions (a) the validity of this Agreement or challenges any of the transactions contemplated hereby or (b) otherwise relates to the Contributed Business or any of the Acquired Assets. 4.8. CONTRACTS. (a) Each of the STS Customer Contracts is a valid, binding and enforceable obligation of Contributor or Contributor GP party thereto, and, to the knowledge of Contributor or the Contributor GP, the other party or parties thereto (subject only to the provisions of bankruptcy, insolvency, moratorium, reorganization, fraudulent transfer or other laws affecting the enforcement generally of creditors' rights and remedies) and is in full force and effect. There are no material oral modifications in effect with respect to any of the STS Customer Contracts except as described on SCHEDULE 4.8(a). (b) Except for the requirement to obtain consents as identified on SCHEDULE 4.3 and as provided in SCHEDULE 4.8(e), neither Contributor nor the Contributor GP party thereto nor, to the knowledge of Contributor or Contributor GP, the other party or parties thereto, is in breach or non-compliance, or, to the knowledge of Contributor and Contributor GP, is considered to be in breach or non-compliance by the other party thereto, and no event has occurred or, other than with respect to obligations not currently due, failed to occur which event or failure would, with the passage of time or the giving of notice or both, be a breach of any term of any of the STS Customer Contracts. (c) Except as set forth on SCHEDULE 4.3, no STS Customer Contract contains, in the aggregate, terms (i) commercially unreasonable or (ii) not customary in similar contracts pertaining to the provision of services provided in the Shareholder Services Business. (d) All of the STS Customer Contracts require the consent of the customer to delegate Contributor's obligations thereunder. No other consents are required to delegate to the Partnership the services to be performed by the Partnership under the STS Customer Contracts. (e) SCHEDULE 4.8(e) sets forth the name of each customer pursuant to each STS Customer Contract (the "CONTRIBUTOR CUSTOMERS"), and the gross revenues received by

11 Contributor and Contributor GP from each Contributor Customer for each of the years 1996, 1997 and for the ten-month period ending October 31, 1998. Except as disclosed on SCHEDULE 4.8(e) (such Schedule 4.8(e) to be updated for purposes of this representation as of the Contributed Business Closing Date, which changes shall not be deemed inaccuracies for the purpose of this representation and warranty unless such changes were known as of the date of this Agreement), as of the date of this Agreement and as of the Contributed Business Closing Date, neither Contributor nor the Contributor GP has any knowledge that any Contributor Customer (i) has expressed any material dissatisfaction with the business relationship between the Contributor Customer and Contributor or the Contributor GP concerning the Contributed Business provided by the Contributor, (ii) has notified Contributor or the Contributor GP orally or in writing that it intends to terminate a STS Customer Contract or an existing relationship concerning the Contributed Business provided by Contributor or seek a payment or reduction in fees, or (iii) has informed Contributor or the Contributor GP that it believes the

11 Contributor and Contributor GP from each Contributor Customer for each of the years 1996, 1997 and for the ten-month period ending October 31, 1998. Except as disclosed on SCHEDULE 4.8(e) (such Schedule 4.8(e) to be updated for purposes of this representation as of the Contributed Business Closing Date, which changes shall not be deemed inaccuracies for the purpose of this representation and warranty unless such changes were known as of the date of this Agreement), as of the date of this Agreement and as of the Contributed Business Closing Date, neither Contributor nor the Contributor GP has any knowledge that any Contributor Customer (i) has expressed any material dissatisfaction with the business relationship between the Contributor Customer and Contributor or the Contributor GP concerning the Contributed Business provided by the Contributor, (ii) has notified Contributor or the Contributor GP orally or in writing that it intends to terminate a STS Customer Contract or an existing relationship concerning the Contributed Business provided by Contributor or seek a payment or reduction in fees, or (iii) has informed Contributor or the Contributor GP that it believes the assignment of, or delegation of duties under, its STS Customer Contract would violate the terms of such contract or entitle the Contributor Customer to a payment or reduction in fees. Except as set forth in SCHEDULE 4.8(e), as of the date of this Agreement and the Contributed Business Closing Date, none of the Contributor Customers is an Affiliate of Contributor or Contributor GP. 4.9. INTELLECTUAL PROPERTY. (a) SCHEDULE 4.9(a) sets forth a complete list of all third-party software utilized to support the software subject to the STS License and run such software on user workstations, all of which is generally available to the public. (b) Neither Contributor, Contributor GP nor any of their Affiliates has authorized any Person to use any of the Acquired Intellectual Property other than the Partnership and pursuant to the STS Customer Contracts. (c) The right, title and interest to be assigned, transferred and conveyed to the Partnership by Contributor and the Contributor GP with respect to the Acquired Intellectual Property pursuant to this Agreement will be, subject to receipt by Contributor or Contributor GP of any necessary third party consents or approvals, adequate to vest the Partnership with such right, title and interest in and to the Acquired Intellectual Property as shall be necessary to enable the Partnership to conduct the Contributed Business in the manner such business is currently conducted by Contributor and the Contributor GP and to use the Fairway System. (d) Except as set forth on SCHEDULE 4.3, there are no Encumbrances on any of the Acquired Intellectual Property. Except as set forth on SCHEDULE 4.3, neither Contributor nor the Contributor GP has received any claim or demand asserted in writing by any Person pertaining to the Acquired Intellectual Property, and no proceedings have been instituted or are pending or threatened in writing which challenge the rights of Contributor or the Contributor GP, in respect thereof. Except as set forth on SCHEDULE 4.3, none of the proprietary rights of Contributor or the Contributor GP in the Acquired Intellectual Property violates the rights of any Person or is being violated by any other Person, other than violations that would not, individually or in the aggregate, have a Contributor Material Adverse Effect. None of the Acquired

12 Intellectual Property is subject to any outstanding order, decree, judgment, stipulation, injunction or agreement binding on Contributor or Contributor GP restricting the scope of its use by Contributor or, to the knowledge of Contributor or the Contributor GP, is subject to any other restriction on the scope of such use. Neither Contributor nor Contributor GP is violating the rights of any Person with respect to any Acquired Intellectual Property. 4.10. NON-COMPETITION AGREEMENTS. Except as set forth in SCHEDULE 4.10, neither Contributor nor Contributor GP is a party to or bound by any agreement, written or oral, which is, or as a result of the transactions contemplated hereby would become, applicable to the Partnership or any of its Affiliates or its current or future employees and which would in any way limit the ability or authority of the Partnership or any of its Affiliates or its current or future employees to compete with, or engage in, any line of business contemplated to be conducted by the Partnership, including, without limitation, the Contributed Business or any and all transfer agency functions.

12 Intellectual Property is subject to any outstanding order, decree, judgment, stipulation, injunction or agreement binding on Contributor or Contributor GP restricting the scope of its use by Contributor or, to the knowledge of Contributor or the Contributor GP, is subject to any other restriction on the scope of such use. Neither Contributor nor Contributor GP is violating the rights of any Person with respect to any Acquired Intellectual Property. 4.10. NON-COMPETITION AGREEMENTS. Except as set forth in SCHEDULE 4.10, neither Contributor nor Contributor GP is a party to or bound by any agreement, written or oral, which is, or as a result of the transactions contemplated hereby would become, applicable to the Partnership or any of its Affiliates or its current or future employees and which would in any way limit the ability or authority of the Partnership or any of its Affiliates or its current or future employees to compete with, or engage in, any line of business contemplated to be conducted by the Partnership, including, without limitation, the Contributed Business or any and all transfer agency functions. 4.11. BROKERAGE AGREEMENTS. Neither Contributor nor the Contributor GP nor any Affiliate of Contributor or Contributor GP has employed or is subject to any valid claim of any broker, finder, consultant or other intermediary in connection with the transactions contemplated by this Agreement who would be entitled to any commission or broker's or finder's fee in connection with the transactions contemplated hereby. 4.12. INVESTMENT REPRESENTATION. Each of Contributor and Contributor GP (i) understands that the partnership interests to be issued in exchange for the Acquired Assets and Contributed Business have not been and will not be registered under the Securities Act of 1933, as amended (the "SECURITIES ACT"), in reliance upon the exemption provided in Section 4(2) of the Securities Act, or registered or qualified under the securities laws or "blue sky" laws of any jurisdiction; (ii) represents and warrants that Contributor and Contributor GP, respectively, (a) have such knowledge, sophistication and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Partnership, (b) are able to bear the economic risk of an investment in the Partnership and (c) are "accredited investors" within the meaning of Section 2(15) of the Securities Act and (iii) are acquiring the partnership interests for their own respective accounts as to which each exercises sole investment discretion, for investment purposes only and not with a view to any distribution in violation of the Securities Act. 4.13. THIRD PARTY LICENSE FEES. (a) Schedule 4.13 lists, to the knowledge of Contributor, all third party license fees and annual maintenance fees relating to software used by Contributor at its data center facilities to run the Fairway System and the STS System which would be incurred in connection with a transfer of the Fairway System and the STS System to the Partnership if the transfer were to occur at the date of this Agreement. (b) All fees incurred by Contributor in connection with the contribution of the Fairway System and the licensing of the STS System to the Partnership, including but not

13 limited to fees resulting from the status of the Partnership as owner of the Fairway System or exclusive licensee of the STS System upon contribution or licensing such systems, shall be paid by the Contributor EXCEPT that such fees shall be paid by the Partnership to the extent such fees are based on (A) additional Functionalities of the Fairway System identified in the course of development of the Fairway System under the Development Agreement; (B) Enhancements (as defined in the Development Agreement) in the Fairway System; or (C) changes to the Partnership organization or ownership that may cause additional fees to be due. Except for any fees described in clauses (A)-(C) of this Section 4.13, and any other fees expressly set forth in clauses (A), (B) and (E) of Paragraph 2(b)(iii) of the Development Agreement, no additional third party license fees shall be due to or assessed by Contributor in respect of this Agreement; provided, that (i) the direct and indirect ownership of Contributor in the Partnership, in the aggregate, does not fall below 20% (PROVIDED, HOWEVER, that transfers by Contributor of its interest in the Partnership shall not be included within this clause (i)); and (ii) the System and the software included in the Software Requirements are used solely by the Partnership. Except as described above and in Paragraph 2(b)(iii) of the Development Agreement, Contributor

13 limited to fees resulting from the status of the Partnership as owner of the Fairway System or exclusive licensee of the STS System upon contribution or licensing such systems, shall be paid by the Contributor EXCEPT that such fees shall be paid by the Partnership to the extent such fees are based on (A) additional Functionalities of the Fairway System identified in the course of development of the Fairway System under the Development Agreement; (B) Enhancements (as defined in the Development Agreement) in the Fairway System; or (C) changes to the Partnership organization or ownership that may cause additional fees to be due. Except for any fees described in clauses (A)-(C) of this Section 4.13, and any other fees expressly set forth in clauses (A), (B) and (E) of Paragraph 2(b)(iii) of the Development Agreement, no additional third party license fees shall be due to or assessed by Contributor in respect of this Agreement; provided, that (i) the direct and indirect ownership of Contributor in the Partnership, in the aggregate, does not fall below 20% (PROVIDED, HOWEVER, that transfers by Contributor of its interest in the Partnership shall not be included within this clause (i)); and (ii) the System and the software included in the Software Requirements are used solely by the Partnership. Except as described above and in Paragraph 2(b)(iii) of the Development Agreement, Contributor will not incur any additional third party software fees without the Partnership's consent, which will not be unreasonably withheld. Contributor will make a reasonable effort to work to minimize the third party license and maintenance fees necessary to run the STS System and the Fairway System following Contribution; provided, that actions taken to minimize such costs shall not (1) subject Contributor to loss of any rights to use any third party software; (2) cause Contributor to incur any penalties or costs; or (3) relieve the Partnership of its responsibility for third party fees as described in clauses (A)-(C) herein and in clauses (A), (B) and (E) of Paragraph 2(b)(iii) of the Development Agreement. The Partnership shall receive Contributor's most favorable customer rates for any proprietary Contributor software in the STS System and the Fairway System; provided, that the Partnership has licensed use of such software for at least as many workstations as other Contributor customers who receive such rates. Notwithstanding any provision of this Section 4.13(b) to the contrary, Contributor shall be responsible for payment of any fees incurred by Contributor in connection with the contribution of the Fairway System and the STS System to the Partnership with respect to any third party software vendor omitted from Schedule 4.13 and not covered by clauses (A)-(C) of this Section 4.13(b). 4.14. INCREMENTAL FEES UNDER CONTRIBUTED BUSINESS CONTRACTS. Except in connection with obtaining necessary consents as set forth on SCHEDULE 4.3, neither the Contributor nor the Partnership will be required to pay any incremental fee or penalty under any STS Customer Contract as a result of the consummation of the transactions contemplated hereby. 4.15. ABSENCE OF OTHER WARRANTIES. Except as and to the extent expressly set forth in this Agreement, neither Contributor nor Contributor GP (i) makes any representations or warranties whatsoever, and (ii) each disclaims any liability and responsibility for any negligent representation, warranty, statement or information made or communicated, by oversight or otherwise (orally or in writing), to the Partnership (including without limitation, any opinion, information, projection, statement or advice which may have been provided to the Partnership by

14 any employee, officer, agent, stockholder or other representative of Contributor or the Contributor GP in connection with the transactions contemplated hereby). For purposes of this Agreement, the term "knowledge of Contributor", "knowledge of Contributor GP" or similar qualifiers shall be limited to the actual knowledge of any of the officers and employees of the Contributor or the Contributor GP listed on SCHEDULE 4.16 hereto. ARTICLE 5 REPRESENTATIONS AND WARRANTIES OF THE PARTNERSHIP As a material inducement to the Contributor to enter into this Agreement, the Partnership hereby represents and warrants to the Contributor as follows (with any item specifically disclosed in a Schedule hereunder deemed to be disclosed for the purposes of any other Schedule hereunder):

14 any employee, officer, agent, stockholder or other representative of Contributor or the Contributor GP in connection with the transactions contemplated hereby). For purposes of this Agreement, the term "knowledge of Contributor", "knowledge of Contributor GP" or similar qualifiers shall be limited to the actual knowledge of any of the officers and employees of the Contributor or the Contributor GP listed on SCHEDULE 4.16 hereto. ARTICLE 5 REPRESENTATIONS AND WARRANTIES OF THE PARTNERSHIP As a material inducement to the Contributor to enter into this Agreement, the Partnership hereby represents and warrants to the Contributor as follows (with any item specifically disclosed in a Schedule hereunder deemed to be disclosed for the purposes of any other Schedule hereunder): 5.1. ORGANIZATION, ETC.. The Partnership is a Delaware limited partnership validly existing and in good standing under the laws of the State of Delaware or and the Partnership Subsidiary is a limited purpose national bank duly organized under the laws of the United States, and each has all requisite power and authority to own and operate the assets owned by it, to carry on its business as now conducted by it and to enter into this Agreement and the other Related Agreements to which it is a party and to perform its obligations hereunder and thereunder. 5.2. AUTHORITY; COMPLIANCE WITH OTHER INSTRUMENTS; ENFORCEABILITY. The execution, delivery and performance of this Agreement and each Related Agreement to which the Partnership is a party has been duly authorized by all necessary partnership action on the part of the Partnership and will not result in any violation of or conflict with or constitute a default under (i) any term of the Partnership Agreement or other constitutive documents of the Partnership or the Partnership Subsidiary or (ii) any agreement or instrument, judgment, decree, order, statute, rule or governmental regulation applicable to the Partnership or the Partnership Subsidiary or otherwise result in the creation of any Encumbrance upon any of the assets of the Partnership or the Partnership Subsidiary, except for any such violation, conflict or default under clause (ii) above or any such Encumbrance which shall not, individually or in the aggregate, have a Partnership Material Adverse Effect. This Agreement has been duly executed and delivered by the Partnership and constitutes, and each Related Agreement to which the Partnership is a party when executed and delivered by the Partnership will constitute, the legal, valid and binding obligation of the Partnership, enforceable against the Partnership in accordance with its terms subject only to the provisions of bankruptcy, insolvency, moratorium, reorganization, fraudulent transfer or other laws affecting the enforcement generally of creditors' rights and remedies. 5.3. ADEQUACY OF PARTNERSHIP ASSETS. Except as described on SCHEDULE 5.3, the Partnership or the Partnership Subsidiary owns or has the right to all of the assets necessary to conduct the Partnership Business as conducted immediately prior to the date hereof and the Final Closing Date (the "PARTNERSHIP ASSETS") (such SCHEDULE 5.3 to be updated to the Final Closing

15 Date to reflect changes occurring in the ordinary course of business, which changes shall not be deemed to be inaccuracies for purposes of this representation). 5.4. TITLE TO PARTNERSHIP ASSETS. (a) The Partnership or the Partnership Subsidiary is the lawful owner of, and has good and valid title to, all of the Partnership Assets necessary to the operation of the Partnership Business as operated on the date hereof and the Final Closing Date. Except as set forth on SCHEDULE 5.4(a) hereto, all of the Partnership Assets and Partnership Contracts are free and clear of any security interests, pledges, liens, mortgages, deeds of trust, conditional sales agreements, title retention agreements, material defects as to title (other than Permitted Liens and other than restrictions against transfer and assignment in the Partnership Business Contracts). There are no filings under the Uniform Commercial Code or similar statute in any jurisdiction showing the Partnership or the

15 Date to reflect changes occurring in the ordinary course of business, which changes shall not be deemed to be inaccuracies for purposes of this representation). 5.4. TITLE TO PARTNERSHIP ASSETS. (a) The Partnership or the Partnership Subsidiary is the lawful owner of, and has good and valid title to, all of the Partnership Assets necessary to the operation of the Partnership Business as operated on the date hereof and the Final Closing Date. Except as set forth on SCHEDULE 5.4(a) hereto, all of the Partnership Assets and Partnership Contracts are free and clear of any security interests, pledges, liens, mortgages, deeds of trust, conditional sales agreements, title retention agreements, material defects as to title (other than Permitted Liens and other than restrictions against transfer and assignment in the Partnership Business Contracts). There are no filings under the Uniform Commercial Code or similar statute in any jurisdiction showing the Partnership or the Partnership Subsidiary as debtor which create or perfect or which purport to create or perfect any Encumbrance in or on any of the Partnership Assets except with respect to Permitted Liens. (b) All of the Partnership Assets that are in tangible form are located at the addresses set forth in SCHEDULE 5.4(b). 5.5. PARTNERSHIP INTERESTS. The partnership interests to be issued pursuant to this Agreement are duly authorized and, when issued, will be validly issued, fully paid and nonassessable. 5.6. BROKERAGE AGREEMENTS. Neither the Partnership nor the Partnership Subsidiary has employed or is subject to any valid claim of any broker, finder, consultant or other intermediary in connection with the transactions contemplated by this Agreement who would be entitled to any commission or broker's or finder's fee in connection with the transactions contemplated hereby. 5.7. GOVERNMENTAL CONSENTS. Except (a) as set forth on SCHEDULE 5.7 hereto and (b) for filing and recording appropriate documents normally required in connection with conveyance of title to personal and real property, no consent, approval or authorization of, or registration, qualification or filing with, any governmental agency or authority is required for the execution and delivery of this Agreement or any Related Agreements by the Partnership or for the consummation by the Partnership of the transactions contemplated hereby or thereby. 5.8. FINANCIAL STATEMENTS. Attached hereto as SCHEDULE 5.8A are copies of the balance sheets of the Partnership as of December 31, 1997, and the related statements of income, changes in stockholders' equity and cash flows for fiscal year 1997, accompanied by the audit report of Ernst & Young, LLP, independent accountants for the Partnership. Attached hereto as SCHEDULE 5.8B are copies of the unaudited balance sheets of the Partnership as of March 31, 1998 and the related unaudited statements of income, changes in stockholders' equity, and cash flow for the three (3) months then ended, including in each case the notes thereto. Attached hereto as SCHEDULE 5.8C are copies of (i) the unaudited pro forma balance sheet as of December 31, 1996

16 for the shareholder services business to be contributed by BANK ONE pursuant to the BANK ONE Contribution Agreement (the "BANK ONE BUSINESS") and the related unaudited pro forma statement of income, changes in stockholder's equity and cash flows for fiscal year 1996, including in each case the notes thereto, (ii) the unaudited pro forma balance sheet as of November 30, 1997 for the BANK ONE Business and the related unaudited pro forma statement of income, changes in stockholder's equity, and cash flow for the eleven (11) months then ended, including in each case the notes thereto, and (iii) the unaudited pro forma statement of income (including all charges incurred for intercompany purchased services), for the BANK ONE Business for fiscal year 1997, including the notes thereto, in each case, as delivered to the Partnership pursuant to the BANK ONE Contribution Agreement. Except as set forth on SCHEDULE 5.8A, the financial statements of the Partnership fairly present (including the related notes, where applicable) the financial position and results of the operations and cash flows and changes in shareholders' equity of the Partnership for the respective fiscal periods or as of the respective dates therein set forth; and each of such statements (including the related notes, where applicable) has been and will be prepared in accordance with GAAP consistently applied during the

16 for the shareholder services business to be contributed by BANK ONE pursuant to the BANK ONE Contribution Agreement (the "BANK ONE BUSINESS") and the related unaudited pro forma statement of income, changes in stockholder's equity and cash flows for fiscal year 1996, including in each case the notes thereto, (ii) the unaudited pro forma balance sheet as of November 30, 1997 for the BANK ONE Business and the related unaudited pro forma statement of income, changes in stockholder's equity, and cash flow for the eleven (11) months then ended, including in each case the notes thereto, and (iii) the unaudited pro forma statement of income (including all charges incurred for intercompany purchased services), for the BANK ONE Business for fiscal year 1997, including the notes thereto, in each case, as delivered to the Partnership pursuant to the BANK ONE Contribution Agreement. Except as set forth on SCHEDULE 5.8A, the financial statements of the Partnership fairly present (including the related notes, where applicable) the financial position and results of the operations and cash flows and changes in shareholders' equity of the Partnership for the respective fiscal periods or as of the respective dates therein set forth; and each of such statements (including the related notes, where applicable) has been and will be prepared in accordance with GAAP consistently applied during the periods involved, except as otherwise set forth in the notes thereto (subject, in the case of unaudited interim statements, to normal year-end adjustments and the absence of footnotes thereto). The books and records of the Partnership have been, and are being, maintained in accordance with GAAP and applicable legal and regulatory requirements. 5.9. INSURANCE. The Partnership maintains insurance with respect to its business, assets and properties of the kinds, with respect to the risks, and in such amounts as are consistent with prudent business practices. 5.10. COMPLIANCE WITH LAWS, ETC. Each of the Partnership and the Partnership Subsidiary is, and after giving effect to the transactions contemplated hereby will be, in compliance with all rules and regulations applicable to its business under applicable federal or state law, except for any lack of compliance which, individually or in the aggregate, would not have a Partnership Material Adverse Effect. In addition, the Partnership and each Partnership Subsidiary has all licenses, permits, ratings and approvals of all federal, state, local or foreign governmental or regulatory bodies necessary for the Partnership and each Partnership Subsidiary to operate its business as presently operated, except for any licenses, permits, ratings and approvals the absence of which, individually or in the aggregate, would not have a Partnership Material Adverse Effect (the "PARTNERSHIP NECESSARY PERMITS"). SCHEDULE 5.10 lists all Partnership Necessary Permits. To the knowledge of the Partnership: (a) all of the Partnership Necessary Permits are in full force and effect, and (b) no suspension or cancellation of any Partnership Necessary Permit has been threatened, and no proceeding seeking any such suspension or cancellation is pending. 5.11. LITIGATION, ETC. Except as set forth on SCHEDULE 5.11 hereto, no civil, criminal, administrative or other regulatory governmental action, suit, demand, claim (including employee or employment claims), hearing, proceeding or investigation is as of the date of this Agreement or as of each Closing Date (such SCHEDULE 5.11 to be updated with respect to the following clause (a) for purposes of the representation as of each Closing Date, which changes shall not be deemed inaccuracies for the purposes of this representation and warranty) pending or, to the

17 knowledge of the Partnership, threatened, against the Partnership, any Partnership Subsidiary, or any of their respective directors or officers which questions (a) the validity of this Agreement or challenges any of the transactions contemplated hereby or (b) otherwise relates to its business or any of the Partnership's Assets, except for any threatened action, suit, demand, claim, hearing or investigation that singly or in the aggregate would not have Partnership Material Adverse Effect. 5.12. CONTRACTS. (a) Each contract to which the Partnership or the Partnership Subsidiary is a party, including, without limitation, the BANK ONE Contribution Agreement (collectively, the "PARTNERSHIP CONTRACTS") is a valid, binding and enforceable obligation of the Partnership or the Partnership Subsidiary and, to the knowledge of the Partnership, the other party or parties thereto (subject only to the provisions of bankruptcy, insolvency,

17 knowledge of the Partnership, threatened, against the Partnership, any Partnership Subsidiary, or any of their respective directors or officers which questions (a) the validity of this Agreement or challenges any of the transactions contemplated hereby or (b) otherwise relates to its business or any of the Partnership's Assets, except for any threatened action, suit, demand, claim, hearing or investigation that singly or in the aggregate would not have Partnership Material Adverse Effect. 5.12. CONTRACTS. (a) Each contract to which the Partnership or the Partnership Subsidiary is a party, including, without limitation, the BANK ONE Contribution Agreement (collectively, the "PARTNERSHIP CONTRACTS") is a valid, binding and enforceable obligation of the Partnership or the Partnership Subsidiary and, to the knowledge of the Partnership, the other party or parties thereto (subject only to the provisions of bankruptcy, insolvency, moratorium, reorganization, fraudulent transfer or other laws affecting the enforcement generally of creditors' rights and remedies), and is in full force and effect. There are no material oral modifications in effect with respect to any of the Partnership Contracts except as described on SCHEDULE 5.12(a). (b) Except as specifically identified in SCHEDULE 5.12(b), neither the Partnership nor the Partnership Subsidiary nor, to the knowledge of the Partnership, the other party or parties thereto, is in breach or noncompliance, or is considered to be in breach or non-compliance by the other party thereto, and no event has occurred or failed to occur which event or failure would, with the passage of time or the giving of notice or both, be a breach, of any term of any of the Partnership Contracts. (c) Attached as part of SCHEDULE 5.12(c) are copies of standard forms of Partnership Business Contracts. Except as disclosed on SCHEDULE 5.12(c), no Partnership Business Contract which deviates from the standard forms attached hereto contains, in the aggregate, terms (i) commercially unreasonable or (ii) not customary in similar contracts pertaining to the provision of services provided in the Shareholder Services Business. (d) SCHEDULE 5.12(d) sets forth a list of each of the Persons for which the Partnership is currently providing services under Partnership Business Contracts (with such Persons at any time of reference referred to herein as the "PARTNERSHIP CUSTOMERS"). Except as disclosed on SCHEDULE 5.12(d), as of the date of this Agreement and as of each Closing Date (such SCHEDULE 5.12(d) to be updated for purposes of this representation as of the Final Closing Date, which changes shall not be deemed inaccuracies for the purposes of this representation and warranty unless such changes should have been known as of the date of this Agreement or any earlier Closing Date), the Partnership has no knowledge that any Partnership Customer (i) has expressed any material dissatisfaction with the business relationship between such Partnership Customer and the Partnership or the Partnership Subsidiary, as applicable, (ii) has notified the Partnership or the Partnership Subsidiary, as applicable, orally or in writing that it intends to terminate an existing relationship with the Partnership, or seek a payment or reduction in fees or (iii) has informed the Partnership or the Partnership Subsidiary that the transactions contemplated by this Agreement would violate the terms of such contract or entitle such

18 Partnership Customer to a payment or reduction in fees. Except as set forth in SCHEDULE 5.12(d), as of the date of this Agreement no Partnership Customer is an Affiliate of the Partnership. (e) Except as described on SCHEDULE 5.12(e), no employee of the Partnership or the Partnership Subsidiary has any employment contract or other agreement or arrangement with the Partnership by which such employee is employed by the Partnership or the Partnership Subsidiary on any basis other than as an "at will" employee or by which the Partnership or the Partnership Subsidiary is restricted in any manner from terminating the services of such employee at any time without penalty or payment, subject only to the provisions of the Partnership Employee Benefit Plans. A copy of each such employment contract or other agreement or arrangement is included in SCHEDULE 5.12(e). 5.13. PARTNERSHIP INTELLECTUAL PROPERTY. (a) SCHEDULE 5.13(a) sets forth a complete list of all Partnership Intellectual Property that is material to the business, results of operations, properties (including

18 Partnership Customer to a payment or reduction in fees. Except as set forth in SCHEDULE 5.12(d), as of the date of this Agreement no Partnership Customer is an Affiliate of the Partnership. (e) Except as described on SCHEDULE 5.12(e), no employee of the Partnership or the Partnership Subsidiary has any employment contract or other agreement or arrangement with the Partnership by which such employee is employed by the Partnership or the Partnership Subsidiary on any basis other than as an "at will" employee or by which the Partnership or the Partnership Subsidiary is restricted in any manner from terminating the services of such employee at any time without penalty or payment, subject only to the provisions of the Partnership Employee Benefit Plans. A copy of each such employment contract or other agreement or arrangement is included in SCHEDULE 5.12(e). 5.13. PARTNERSHIP INTELLECTUAL PROPERTY. (a) SCHEDULE 5.13(a) sets forth a complete list of all Partnership Intellectual Property that is material to the business, results of operations, properties (including intangible properties), assets, liabilities or financial condition of the Partnership Business, specifying in each case the manner in which such Partnership Intellectual Property is protected (including the status of any applications or registrations therefor) and, in the case of Partnership Third Party Intellectual Property, the license or other agreement pursuant to which the Partnership or the Partnership Subsidiary has the right to use such Partnership Third Party Intellectual Property, other than Partnership Third Party Intellectual Property generally available to the public. (b) Except as set forth on SCHEDULE 5.13(b), none of the Partnership Intellectual Property is used by the Partnership or the Partnership Subsidiary or, to the knowledge of the Partnership, any Affiliate of the Partnership (other than in the Partnership Business), and, to the knowledge of the Partnership, neither the Partnership or the Partnership Subsidiary nor any Affiliate of the Partnership has authorized any Person to use any of the Partnership Intellectual Property. The registrations of trademarks, service marks and copyrights and patents listed on SCHEDULE 5.13(a) (such SCHEDULE 5.13(a) to be updated as of each Closing Date, which changes shall not be deemed inaccuracies for the purposes of this representation and warranty unless such changes should have been known as of the date of this Agreement or any earlier Closing Date) are valid, subsisting and maintained in full accordance with applicable law and none have lapsed, expired or been abandoned, provided, that no representation or warranty is made under this sentence with respect to any Partnership Third Party Intellectual Property. (c) Neither the Partnership nor the Partnership Subsidiary has failed to prosecute properly or maintain or otherwise jeopardized the legal protection of any Partnership Intellectual Property that (i) provides a material competitive advantage to it in the Partnership Business and (ii) the legal protection of which is material to the value of such business. (d) There are no Encumbrances on any of the Partnership Intellectual Property. Neither the Partnership nor the Partnership Subsidiary has received any claim or demand asserted in writing by any Person pertaining to the Partnership Intellectual Property, and no proceedings have been instituted or are pending or threatened in writing which challenge the rights of the Partnership or the Partnership Subsidiary in respect thereof. None of the proprietary

19 rights of the Partnership or the Partnership Subsidiary in the Partnership Intellectual Property violates the rights of any Person or is being violated by any other Person, other than violations that would not, individually or in the aggregate, have a Partnership Material Adverse Effect. None of the Partnership Intellectual Property is subject to any outstanding order, decree, judgment, stipulation, injunction or agreement binding on the Partnership restricting the scope of its use by the Partnership or the Partnership Subsidiary (other than restrictions contained in license agreements pursuant to which Partnership Third Party Intellectual Property is used by the Partnership or the Partnership Subsidiary), or, to the knowledge of the Partnership, is subject to any other restriction on the scope of such use. Neither the Partnership nor the Partnership Subsidiary is violating the rights of any Person with respect to any Partnership Intellectual Property. 5.14. LEASES. The Partnership or the Partnership Subsidiary owns all of the right, title and interest in, to and

19 rights of the Partnership or the Partnership Subsidiary in the Partnership Intellectual Property violates the rights of any Person or is being violated by any other Person, other than violations that would not, individually or in the aggregate, have a Partnership Material Adverse Effect. None of the Partnership Intellectual Property is subject to any outstanding order, decree, judgment, stipulation, injunction or agreement binding on the Partnership restricting the scope of its use by the Partnership or the Partnership Subsidiary (other than restrictions contained in license agreements pursuant to which Partnership Third Party Intellectual Property is used by the Partnership or the Partnership Subsidiary), or, to the knowledge of the Partnership, is subject to any other restriction on the scope of such use. Neither the Partnership nor the Partnership Subsidiary is violating the rights of any Person with respect to any Partnership Intellectual Property. 5.14. LEASES. The Partnership or the Partnership Subsidiary owns all of the right, title and interest in, to and under the leases of personal and real property used in the operation of the business of the Partnership as it is currently conducted. 5.15. REGULATORY APPROVALS. The Partnership is not aware of any reason why any of the necessary consents or approvals of governmental authorities referred to in Section 5.7 above or of other non-governmental third parties would not be obtained within a time period sufficient to enable the parties to consummate the transactions contemplated by this Agreement. 5.16. NON-COMPETITION AGREEMENTS. Except as set forth in SCHEDULE 5.16, neither the Partnership nor the Partnership Subsidiary is a party to or bound by any agreement, written or oral, which is, or as a result of the transactions contemplated hereby, would become applicable to the Partnership or any of its Affiliates or its current or future employees and would in any way limit the ability or authority of the Partnership or any of its Affiliates or its current or future employees to compete with, or engage in, any line of business contemplated to be conducted by the Partnership. 5.17. ENVIRONMENTAL COMPLIANCE. Except where the failure of any of the following to be true and correct has not had and would not reasonably be expected to have, and as set forth on SCHEDULE 5.17, individually or in the aggregate, a Partnership Material Adverse Effect: (a) each of the Partnership and the Partnership Subsidiary is in compliance with all applicable environmental laws; (b) each of the Partnership and the Partnership Subsidiary has all permits, authorizations and approvals required under any applicable environmental laws and is in compliance with their respective requirements; (c) there are no pending or threatened environmental claims against the Partnership or the Partnership Subsidiary; and (d) under applicable law, there are no circumstances with respect to any operations of the Partnership or the Partnership Subsidiary or the use by either of them of any of its interests in any real property that are reasonably likely to form the basis of an environmental claim against the Partnership or the Partnership Subsidiary. 5.18. DELTA VANTAGE SYSTEM. (a) The Delta Vantage System and the technical and descriptive materials relating to the acquisition, design, development, use, maintenance or marketing of computer code

20 and program documentation and materials relating to the Delta Vantage System (the "DELTA VANTAGE TECHNICAL DOCUMENTATION") are free and clear of all liens, claims, encumbrances, rights or equities whatsoever of any third party other than liens granted to SSBT and BKB pursuant to the Partnership Credit Agreement. The Delta Vantage System and the Delta Vantage Technical Documentation do not infringe any patent, copyright, or trade secret of any third party. The source code and system specifications for the Delta Vantage System have been maintained by the Partnership, in confidence, have been disclosed by the Partnership, as applicable, only to employees and consultants having "a need to know" the contents thereof in connection with the performance of their duties to the Partnership, and the Partnership has protected the Delta Vantage System and the Delta Vantage Technical Documentation as trade secrets. (b) PROCEDURES FOR COPYRIGHT PROTECTION. In no instance has eligibility of the Delta Vantage System or the Delta Vantage Technical Documentation for protection under applicable copyright law been

20 and program documentation and materials relating to the Delta Vantage System (the "DELTA VANTAGE TECHNICAL DOCUMENTATION") are free and clear of all liens, claims, encumbrances, rights or equities whatsoever of any third party other than liens granted to SSBT and BKB pursuant to the Partnership Credit Agreement. The Delta Vantage System and the Delta Vantage Technical Documentation do not infringe any patent, copyright, or trade secret of any third party. The source code and system specifications for the Delta Vantage System have been maintained by the Partnership, in confidence, have been disclosed by the Partnership, as applicable, only to employees and consultants having "a need to know" the contents thereof in connection with the performance of their duties to the Partnership, and the Partnership has protected the Delta Vantage System and the Delta Vantage Technical Documentation as trade secrets. (b) PROCEDURES FOR COPYRIGHT PROTECTION. In no instance has eligibility of the Delta Vantage System or the Delta Vantage Technical Documentation for protection under applicable copyright law been forfeited to the public domain by omission of any required notice or any other action. (c) PERSONNEL AGREEMENTS. No personnel of the Partnership or an Affiliate including employees, agents, consultants, and contractors, have any ownership rights in the Delta Vantage System or the Delta Vantage Technical Documentation. (d) ADEQUACY OF DELTA VANTAGE SYSTEM. The Delta Vantage System will perform as it does on the date hereof and is free of any program code errors or defects that would adversely affect the use of the Delta Vantage System by the Partnership or the licensees of the Delta Vantage System. (e) THIRD-PARTY COMPONENTS IN DELTA VANTAGE SYSTEM. The Partnership has validly and effectively obtained the right and license to use, copy, modify, and distribute the third-party programming and materials needed to operate the Delta Vantage System and the Delta Vantage Technical Documentation. The Delta Vantage System and the Delta Vantage Technical Documentation contain no other derivative works, programming or materials in which any third party may claim superior, joint, or common ownership, including any right or license. (f) THIRD-PARTY INTERESTS OR MARKETING RIGHTS IN DELTA VANTAGE SYSTEM. Neither the Partnership nor any Affiliate has granted, transferred, or assigned any right or interest in the Delta Vantage System to any Person. There are no contracts, agreements, licenses, and other commitments or arrangements in effect with respect to the use, marketing, distribution, licensing, or promotion of the Delta Vantage System. 5.19. EMPLOYEES. The Partnership has made available to the Contributor a list of all employees of the Partnership Business (the "PARTNERSHIP EMPLOYEES"), showing for each the position held, the period employed by the Partnership or the Partnership Subsidiary, as applicable, and current salary or rate of pay. None of the Partnership Employees is covered by any collective bargaining or similar agreement. There is no strike or other labor dispute pending or, to the knowledge of the Partnership, threatened, against the Partnership or the Partnership Subsidiary, as applicable, which could have a Partnership Material Adverse Effect.

21 5.20. INCREMENTAL FEES UNDER PARTNERSHIP BUSINESS CONTRACTS. Neither the Partnership nor the Contributor will be required to pay any incremental fee or penalty under any Partnership Business Contract as a result of the consummation of the transactions contemplated hereby. 5.21. ABSENCE OF OTHER WARRANTIES. Except as and to the extent expressly set forth in this Agreement, the Partnership (i) makes no representations or warranties whatsoever, and (ii) disclaims any liability and responsibility for any negligent representation, warranty, statement or information made or communicated, by oversight or otherwise (orally or in writing), to the Contributor (including without limitation, any opinion, information, projection, statement or advice which may have been provided to the Contributor by any employee, officer, agent, stockholder or other representative of the Partnership in connection with the transactions contemplated hereby). For purposes of this Agreement, the term "knowledge of the Partnership" or similar qualifiers shall be limited to

21 5.20. INCREMENTAL FEES UNDER PARTNERSHIP BUSINESS CONTRACTS. Neither the Partnership nor the Contributor will be required to pay any incremental fee or penalty under any Partnership Business Contract as a result of the consummation of the transactions contemplated hereby. 5.21. ABSENCE OF OTHER WARRANTIES. Except as and to the extent expressly set forth in this Agreement, the Partnership (i) makes no representations or warranties whatsoever, and (ii) disclaims any liability and responsibility for any negligent representation, warranty, statement or information made or communicated, by oversight or otherwise (orally or in writing), to the Contributor (including without limitation, any opinion, information, projection, statement or advice which may have been provided to the Contributor by any employee, officer, agent, stockholder or other representative of the Partnership in connection with the transactions contemplated hereby). For purposes of this Agreement, the term "knowledge of the Partnership" or similar qualifiers shall be limited to the actual knowledge of any of the officers and employees of the Partnership listed on SCHEDULE 5.22 hereto. ARTICLE 6 CERTAIN TRANSITIONAL COVENANTS 6.1. ORDINARY COURSE OPERATION BY CONTRIBUTOR AND CONTRIBUTOR GP. Contributor agrees that, between the date hereof and the Final Closing Date, it will operate and will cause the Contributor GP to operate the Contributed Business only in the ordinary course on a basis consistent with past practice. Without limiting the generality of the foregoing, Contributor agrees that, unless otherwise consented to by the Partnership: (i) the Contributed Business will be conducted only in the ordinary course; (ii) the insurance on the Contributed Business in place on the date hereof shall be maintained in all material respects, provided such insurance is available; (iii) Contributor will not, and will not permit the Contributor GP to, permit any Encumbrance to be placed upon any of the Acquired Assets, except for permitted liens; (iv) no existing STS Customer Contract with any Customer shall be terminated by Contributor or the Contributor GP (other than by expiration in accordance with its terms) or be materially amended or modified by Contributor or the Contributor GP, unless the Partnership shall have been notified of the same and the Partnership shall have failed to object within ten (10) Business Days of receipt of such notice;

22 (v) Contributor will not, and will not permit the Contributor GP to, do any act or omit to do any act which will cause a material breach of any contract or commitment that is materially related to the Contributed Business; (vi) no Acquired Assets shall be sold or transferred except in the ordinary course; and (vii) no claims of Contributor or the Contributor GP relating to the Contributed Business shall be released or rights of Contributor or the Contributor GP waived except in the ordinary course or, with respect to any material release or waiver relating to a STS Customer Contract, unless the Partnership shall have consented to the same or failed to notify Contributor or the Contributor GP of its objection thereto within ten (10) Business Days after notice thereof to the Partnership. In addition, Contributor will, and will cause the Contributor GP to: (x) use all reasonable efforts to preserve the Contributed Business and to keep available the services of its fulltime officers and employees involved with the Contributed Business, provided, however, that neither Contributor nor Contributor GP shall be obligated to increase the compensation of any such person;

22 (v) Contributor will not, and will not permit the Contributor GP to, do any act or omit to do any act which will cause a material breach of any contract or commitment that is materially related to the Contributed Business; (vi) no Acquired Assets shall be sold or transferred except in the ordinary course; and (vii) no claims of Contributor or the Contributor GP relating to the Contributed Business shall be released or rights of Contributor or the Contributor GP waived except in the ordinary course or, with respect to any material release or waiver relating to a STS Customer Contract, unless the Partnership shall have consented to the same or failed to notify Contributor or the Contributor GP of its objection thereto within ten (10) Business Days after notice thereof to the Partnership. In addition, Contributor will, and will cause the Contributor GP to: (x) use all reasonable efforts to preserve the Contributed Business and to keep available the services of its fulltime officers and employees involved with the Contributed Business, provided, however, that neither Contributor nor Contributor GP shall be obligated to increase the compensation of any such person; (y) comply in all material respects with all applicable laws, ordinances, rules and regulations relating to the Contributed Business; and (z) maintain the books of account and records of the Contributed Business in the ordinary course and in accordance with past practices. 6.2. ORDINARY COURSE OPERATION BY THE PARTNERSHIP. The Partnership agrees that, between the date hereof and the Final Closing Date, it will operate, and will cause the Partnership Subsidiary to operate, its respective business only in the ordinary course on a basis consistent with past practice. Without limiting the generality of the foregoing, the Partnership agrees that unless otherwise consented to by the Contributor: (i) except for the consummation of the transactions contemplated by the BANK ONE Contribution Agreement, the Partnership Business will be conducted only in the ordinary course; (ii) the insurance on the Partnership Business in place on the date hereof shall be maintained in all material respects; (iii) no salaries or wages of any officer or employee of the Partnership or any Partnership Subsidiary shall be increased and no bonus, pension, option, incentive or deferred compensation, retirement, death, profit sharing, or

23 similar benefits of the officers or employees of the Business of the Partnership shall be established or increased, except in accordance with past practices (including scheduled periodic increases in the ordinary course); (iv) the Partnership will not permit any Encumbrance to be placed upon any of the Partnership Assets other than pursuant to the Amended and Restated Credit Agreement contemplated by the BANK ONE Contribution Agreement; (v) no existing Partnership Business Contract with any Partnership Customer shall be terminated by the Partnership (other than by expiration in accordance with its terms) or be materially amended or modified by the Partnership, the Partnership Subsidiary or any Partner, unless the Contributor shall have been notified of the same and the Contributor shall have failed to object within ten (10) Business Days of receipt of such notice; (vi) The Partnership will not, and will not permit the Partnership Subsidiary or any Partner to, do any act or omit to do any act which will cause a material breach of any contract or commitment that is materially related to the Partnership Business; (vii) no property of the Partnership shall be sold or transferred except in the ordinary course; and

23 similar benefits of the officers or employees of the Business of the Partnership shall be established or increased, except in accordance with past practices (including scheduled periodic increases in the ordinary course); (iv) the Partnership will not permit any Encumbrance to be placed upon any of the Partnership Assets other than pursuant to the Amended and Restated Credit Agreement contemplated by the BANK ONE Contribution Agreement; (v) no existing Partnership Business Contract with any Partnership Customer shall be terminated by the Partnership (other than by expiration in accordance with its terms) or be materially amended or modified by the Partnership, the Partnership Subsidiary or any Partner, unless the Contributor shall have been notified of the same and the Contributor shall have failed to object within ten (10) Business Days of receipt of such notice; (vi) The Partnership will not, and will not permit the Partnership Subsidiary or any Partner to, do any act or omit to do any act which will cause a material breach of any contract or commitment that is materially related to the Partnership Business; (vii) no property of the Partnership shall be sold or transferred except in the ordinary course; and (viii) no claims of the Partnership relating to the Partnership Business shall be released or rights of the Partnership waived except in the ordinary course or, with respect to any material release or waiver relating to a Partnership Business Contract, unless the Contributor shall have consented to the same or failed to notify the Partnership of its objection thereto within 10 Business Days after notice thereof to Contributor. In addition, the Partnership will: (x) use all reasonable efforts to preserve its business and to keep available the services of the full-time officers and employees of the Partnership and the Partnership Subsidiaries involved in such businesses; (y) comply in all material respects with all applicable laws, ordinances, rules and regulations relating to its business; and (z) maintain the books of account and records of its business in the ordinary course in accordance with past practices.

24 6.3. COOPERATION. Each of the parties hereto will cooperate in good faith and use reasonable efforts to cause the transactions contemplated by this Agreement and the Related Agreements to be consummated in accordance with the terms and conditions of this Agreement and the Related Agreements. The foregoing obligations in this Section 6.3 shall not be deemed to require any party hereto to waive any right under this Agreement or any Related Agreement. 6.4. CURRENT INFORMATION. Unless restricted by law, during the period from the date of this Agreement to the Final Closing, each of the parties hereto will cause one or more of its representatives to confer on a regular and frequent basis with representatives of the other party hereto with respect to the status of the ongoing operations of the Contributed Business and the Partnership Business. Each party will promptly notify the other of any material change in the normal course of their respective Shareholder Services Business or in the operation of its properties relating thereto and, to the extent permitted by applicable law, of any governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), or the institution or the threat of material litigation involving such party which would in any manner, challenge, prevent, alter or materially delay any of the transactions contemplated hereby or by the Related Agreements, and each party will keep the other parties informed with respect to such events. Each party hereto will also notify the other parties hereto of the status of regulatory applications and third party consents related to the transactions contemplated hereby. 6.5. ACCESS, INFORMATION AND CONFIDENTIALITY.

24 6.3. COOPERATION. Each of the parties hereto will cooperate in good faith and use reasonable efforts to cause the transactions contemplated by this Agreement and the Related Agreements to be consummated in accordance with the terms and conditions of this Agreement and the Related Agreements. The foregoing obligations in this Section 6.3 shall not be deemed to require any party hereto to waive any right under this Agreement or any Related Agreement. 6.4. CURRENT INFORMATION. Unless restricted by law, during the period from the date of this Agreement to the Final Closing, each of the parties hereto will cause one or more of its representatives to confer on a regular and frequent basis with representatives of the other party hereto with respect to the status of the ongoing operations of the Contributed Business and the Partnership Business. Each party will promptly notify the other of any material change in the normal course of their respective Shareholder Services Business or in the operation of its properties relating thereto and, to the extent permitted by applicable law, of any governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), or the institution or the threat of material litigation involving such party which would in any manner, challenge, prevent, alter or materially delay any of the transactions contemplated hereby or by the Related Agreements, and each party will keep the other parties informed with respect to such events. Each party hereto will also notify the other parties hereto of the status of regulatory applications and third party consents related to the transactions contemplated hereby. 6.5. ACCESS, INFORMATION AND CONFIDENTIALITY. (a) Each party hereto shall, and shall cause each of their respective subsidiaries to, with respect to the Shareholder Services Business conducted by each party afford the other party and its representatives (including, without limitation, officers and employees and their authorized agents, counsel, accountants and other professionals retained) such access during normal business hours throughout the period prior to the Final Closing Date to its books, records (including, without limitation, appropriate work papers of independent auditors under normal professional courtesy), properties, personnel and to such other information related to the transactions contemplated herein as either the Partnership may reasonably request, unless restricted by law or by contract. (b) Each party to this Agreement shall hold, and shall cause its respective subsidiaries and their directors, officers, employees, agents, consultants and advisors to hold, in strict confidence and use solely for the purpose of consummating the transactions contemplated by this Agreement and for no other purpose including, without limitation, any purpose which is directly or indirectly detrimental to the disclosing party or any of its respective Affiliates, unless disclosure to a banking or other regulatory authority is necessary or appropriate or unless compelled to disclose by judicial or administrative process or, in the written opinion of its counsel, by other requirement of law or the applicable requirements of any regulatory agency or relevant stock exchange, all nonpublic records, books, contracts, reports, instruments, computer data and other data and information (collectively, "INFORMATION") concerning the other party (or, if required under a contract with a third party, such third party) furnished it by such other party or its representatives pursuant to this Agreement or any other Related Agreement, except to the

25 extent that such Information can be shown to have been (a) previously known by such party on a non-confidential basis, (b) available to such party on a non-confidential basis from a source other than the disclosing party, (c) in the public domain through no fault of such party or (d) later lawfully acquired from other sources by the party to which it was furnished, and none of the parties shall release or disclose such Information to any other person, except its auditors, attorneys, financial advisors, bankers, other consultants and advisors and, to the extent permitted above, to bank regulatory authorities. In the event that a party to this Agreement becomes compelled to disclose any Information in connection with any necessary regulatory approval or by judicial or administrative process, such party shall provide the party who provided such Information (the "DISCLOSING PARTY") with prompt prior written notice of such requirement so that the Disclosing Party may seek a protective order or other appropriate remedy. In the event that such protective order, or other remedy is not obtained, only that portion of the Information which is legally required to be disclosed shall be so disclosed. 6.6. CONSENTS AND APPROVALS OF THIRD PARTIES. Each party hereto shall use all reasonable

25 extent that such Information can be shown to have been (a) previously known by such party on a non-confidential basis, (b) available to such party on a non-confidential basis from a source other than the disclosing party, (c) in the public domain through no fault of such party or (d) later lawfully acquired from other sources by the party to which it was furnished, and none of the parties shall release or disclose such Information to any other person, except its auditors, attorneys, financial advisors, bankers, other consultants and advisors and, to the extent permitted above, to bank regulatory authorities. In the event that a party to this Agreement becomes compelled to disclose any Information in connection with any necessary regulatory approval or by judicial or administrative process, such party shall provide the party who provided such Information (the "DISCLOSING PARTY") with prompt prior written notice of such requirement so that the Disclosing Party may seek a protective order or other appropriate remedy. In the event that such protective order, or other remedy is not obtained, only that portion of the Information which is legally required to be disclosed shall be so disclosed. 6.6. CONSENTS AND APPROVALS OF THIRD PARTIES. Each party hereto shall use all reasonable efforts to make all filings with, and obtain all consents and approvals of, any other Person necessary or desirable for the consummation of the transactions contemplated by this Agreement. 6.7. CONTRIBUTOR GP BOARD OBSERVER. From the date hereof until the Initial Closing Date, the Contributor GP shall be entitled to receive notice of, and to have one non-voting representative present at, all meetings of the Board of Directors of the Partnership. The Contributor GP's representative shall be excused from such meetings while business with or concerning the Contributor or the Contributor GP is to be discussed. ARTICLE 7 CERTAIN ADDITIONAL TRANSITIONAL MATTERS 7.1 TRANSFERS REQUIRING CONSENT. (a) To the extent that any of Contributor or Contributor GP's obligations under any STS Customer Contract is not capable of being delegated by Contributor or the Contributor GP to the Partnership pursuant to this Agreement and the Contributor Shareholder Services Agreement without the consent, approval or waiver of a third Person, and such consent has not been obtained prior to the Contributed Business Closing Date, or if such transfer or attempted transfer would constitute a breach thereof or a violation of any law, rule or regulation, nothing in this Agreement will constitute a transfer or an attempted transfer thereof. (b) Notwithstanding anything contained in this Agreement to the contrary, the Contributor or the Contributor GP, as applicable, will not be obligated to delegate to the Partnership any of its obligations in and to any of the STS Customer Contracts referred to in paragraph (a) without first having obtained all consents, approvals and waivers necessary for such delegation. The Contributor or Contributor GP will use all reasonable efforts and the

26 Partnership will cooperate with the Contributor and the Contributor GP to obtain such consents, approvals and waivers, to resolve the practicalities of transfer referred to in paragraph (a) and to obtain any other consents, approvals and waivers necessary to transfer to the Partnership any obligations under such STS Customer Contracts. Each of the Partnership and the Contributor and the Contributor GP shall bear its own expenses incurred in connection with such efforts. (c) In the event that such consents, approvals and waivers to the delegation referred to in paragraph (a) have not been obtained by the Contributor or the Contributor GP, as applicable, prior to the Contributed Business Closing Date, then, unless and until any such STS Customer Contract (collectively, "UNDELEGATED CONTRACTS") is assigned to the Partnership, the Contributor, Contributor GP and the Partnership will use all reasonable efforts to (i) provide to the Partnership the benefits and burdens of any Undelegated Contract referred to in paragraph (a), (ii) cooperate in any reasonable and lawful arrangement designed to provide such benefits to the Partnership, including without limitation the appointment of the Partnership as the agent of the Contributor or the Contributor GP for purposes of such Undelegated Contract, and (iii) enforce, at the request of the Partnership and for the account of the Partnership, any rights of the Contributor arising from any such Undelegated Contract (including

26 Partnership will cooperate with the Contributor and the Contributor GP to obtain such consents, approvals and waivers, to resolve the practicalities of transfer referred to in paragraph (a) and to obtain any other consents, approvals and waivers necessary to transfer to the Partnership any obligations under such STS Customer Contracts. Each of the Partnership and the Contributor and the Contributor GP shall bear its own expenses incurred in connection with such efforts. (c) In the event that such consents, approvals and waivers to the delegation referred to in paragraph (a) have not been obtained by the Contributor or the Contributor GP, as applicable, prior to the Contributed Business Closing Date, then, unless and until any such STS Customer Contract (collectively, "UNDELEGATED CONTRACTS") is assigned to the Partnership, the Contributor, Contributor GP and the Partnership will use all reasonable efforts to (i) provide to the Partnership the benefits and burdens of any Undelegated Contract referred to in paragraph (a), (ii) cooperate in any reasonable and lawful arrangement designed to provide such benefits to the Partnership, including without limitation the appointment of the Partnership as the agent of the Contributor or the Contributor GP for purposes of such Undelegated Contract, and (iii) enforce, at the request of the Partnership and for the account of the Partnership, any rights of the Contributor arising from any such Undelegated Contract (including without limitation the right to elect to terminate such Undelegated Contract in accordance with the terms thereof upon the advice of the Partnership).

27 7.2. DST PARTNERSHIP INTEREST. Notwithstanding anything to the contrary herein or in the Partnership Agreement, as in effect from time to time, the Percentage Interest of Contributor or Contributor GP will not be diluted by the issuance of any incremental partnership interest to Bank One pursuant to Section 12.2 of the Bank One Contribution Agreement. ARTICLE 8 CLOSINGS; CONSEQUENCES FOR FAILURE TO TIMELY DELIVER RELEASES FOR TESTING; CONSEQUENCES FOR FAILURE TO TIMELY DELIVER FUNCTIONALITY 8.1. INITIAL CLOSING. (a) INITIAL CLOSING DATE. Subject to the terms and conditions set forth herein and in the Development Agreement, the consummation of the contribution of those Acquired Assets comprising Releases 1.1 and 1.2 as contemplated by this Agreement and the Development Agreement shall take place at a closing (the "INITIAL CLOSING") to be held at the Boston, Massachusetts offices of Bingham Dana LLP, on the tenth day after the date of Interim Acceptance of Release 1.2 by the Partnership in accordance with the terms of the Development Agreement or on such other date as shall be agreed to in writing by all of the parties hereto. The date on which the Initial Closing actually occurs is sometimes referred to herein as the "INITIAL CLOSING DATE". In consideration of the contribution by the Contributor to the Partnership of the Acquired Assets comprising Releases 1.1 and 1.2, the Partnership shall, on the Initial Closing Date, issue to the Contributor an undiluted direct 9.5% limited partnership interest in the Partnership and issue to Contributor GP an undiluted direct 0.5% general partnership interest in the Partnership as it exists at such time. (b) DELIVERY AT THE INITIAL CLOSING. At the Initial Closing, the Contributor and the Contributor GP shall duly execute and deliver to the Partnership or its designated Affiliate such instruments of assignment or transfer with respect to the Acquired Assets contributed hereby comprising Releases 1.1 and 1.2 as contemplated by the Development Agreement as the Partnership may reasonably request and as may be necessary to vest in the Partnership or its designated Affiliates good record title to all of the Acquired Assets comprising Releases 1.1 and 1.2 contributed pursuant hereto as required under the Development Agreement. 8.2. INTERIM CLOSING. (a) INTERIM CLOSING DATE. Subject to the terms and conditions set forth herein and in the Development Agreement, the consummation of the contribution of those Acquired Assets comprising Release 1.2.5 as

27 7.2. DST PARTNERSHIP INTEREST. Notwithstanding anything to the contrary herein or in the Partnership Agreement, as in effect from time to time, the Percentage Interest of Contributor or Contributor GP will not be diluted by the issuance of any incremental partnership interest to Bank One pursuant to Section 12.2 of the Bank One Contribution Agreement. ARTICLE 8 CLOSINGS; CONSEQUENCES FOR FAILURE TO TIMELY DELIVER RELEASES FOR TESTING; CONSEQUENCES FOR FAILURE TO TIMELY DELIVER FUNCTIONALITY 8.1. INITIAL CLOSING. (a) INITIAL CLOSING DATE. Subject to the terms and conditions set forth herein and in the Development Agreement, the consummation of the contribution of those Acquired Assets comprising Releases 1.1 and 1.2 as contemplated by this Agreement and the Development Agreement shall take place at a closing (the "INITIAL CLOSING") to be held at the Boston, Massachusetts offices of Bingham Dana LLP, on the tenth day after the date of Interim Acceptance of Release 1.2 by the Partnership in accordance with the terms of the Development Agreement or on such other date as shall be agreed to in writing by all of the parties hereto. The date on which the Initial Closing actually occurs is sometimes referred to herein as the "INITIAL CLOSING DATE". In consideration of the contribution by the Contributor to the Partnership of the Acquired Assets comprising Releases 1.1 and 1.2, the Partnership shall, on the Initial Closing Date, issue to the Contributor an undiluted direct 9.5% limited partnership interest in the Partnership and issue to Contributor GP an undiluted direct 0.5% general partnership interest in the Partnership as it exists at such time. (b) DELIVERY AT THE INITIAL CLOSING. At the Initial Closing, the Contributor and the Contributor GP shall duly execute and deliver to the Partnership or its designated Affiliate such instruments of assignment or transfer with respect to the Acquired Assets contributed hereby comprising Releases 1.1 and 1.2 as contemplated by the Development Agreement as the Partnership may reasonably request and as may be necessary to vest in the Partnership or its designated Affiliates good record title to all of the Acquired Assets comprising Releases 1.1 and 1.2 contributed pursuant hereto as required under the Development Agreement. 8.2. INTERIM CLOSING. (a) INTERIM CLOSING DATE. Subject to the terms and conditions set forth herein and in the Development Agreement, the consummation of the contribution of those Acquired Assets comprising Release 1.2.5 as contemplated by this Agreement and the Development Agreement shall take place at a closing (the "INTERIM CLOSING") to be held at the Boston, Massachusetts offices of Bingham Dana LLP, on the tenth day after the date of delivery of Release 1.3 by the Contributor to the Partnership in accordance with the terms of the Development Agreement

28 (provided Interim Acceptance of Release 1.2.5 by the Partnership has occurred in accordance with the Development Agreement) or on such other date as shall be agreed to in writing by all of the parties hereto. The date on which the Interim Closing actually occurs is sometimes referred to herein as the "INTERIM CLOSING DATE". In consideration of the contribution of the Acquired Assets comprising Release 1.2.5, the Partnership shall issue to the Contributor and Contributor GP additional partnership interests in the Partnership so that, upon such issuance, Contributor shall have in the aggregate an undiluted direct 14.5% limited partnership interest in the Partnership and Contributor GP shall have, in the aggregate, an undiluted direct 0.5% general partnership interest in the Partnership as it then exists. The date on which the Interim Closing actually occurs is sometimes referred to herein as the "INTERIM CLOSING DATE". (b) DELIVERY AT THE INTERIM CLOSING. At the Interim Closing, the Contributor and the Contributor GP shall duly execute and deliver to the Partnership or its designated Affiliate such instruments of assignment or transfer with respect to the Acquired Assets contributed hereby comprising Release 1.2.5 as the Partnership may

28 (provided Interim Acceptance of Release 1.2.5 by the Partnership has occurred in accordance with the Development Agreement) or on such other date as shall be agreed to in writing by all of the parties hereto. The date on which the Interim Closing actually occurs is sometimes referred to herein as the "INTERIM CLOSING DATE". In consideration of the contribution of the Acquired Assets comprising Release 1.2.5, the Partnership shall issue to the Contributor and Contributor GP additional partnership interests in the Partnership so that, upon such issuance, Contributor shall have in the aggregate an undiluted direct 14.5% limited partnership interest in the Partnership and Contributor GP shall have, in the aggregate, an undiluted direct 0.5% general partnership interest in the Partnership as it then exists. The date on which the Interim Closing actually occurs is sometimes referred to herein as the "INTERIM CLOSING DATE". (b) DELIVERY AT THE INTERIM CLOSING. At the Interim Closing, the Contributor and the Contributor GP shall duly execute and deliver to the Partnership or its designated Affiliate such instruments of assignment or transfer with respect to the Acquired Assets contributed hereby comprising Release 1.2.5 as the Partnership may reasonably request and as may be necessary to vest in the Partnership or its designated Affiliates good record title to all of the Acquired Assets comprising Release 1.2.5 contributed pursuant hereto as required under the Development Agreement. 8.3. CONTRIBUTED BUSINESS CLOSING. (a) CONTRIBUTED BUSINESS CLOSING DATE. Subject to the terms and conditions set forth herein and in the Development Agreement, the consummation of the contribution of the Contributed Business shall take place at a closing (the "CONTRIBUTED BUSINESS CLOSING") to be held at the Boston, Massachusetts offices of Bingham Dana LLP, on the earlier of (i) April 30, 2000 and (ii) the Delivery Default Closing Date or such other date as mutually agreed to by the parties hereto. The date on which the Contributed Business Closing actually occurs is sometimes referred to herein as the "CONTRIBUTED BUSINESS CLOSING DATE". (b) DELIVERY AT THE CONTRIBUTED BUSINESS CLOSING. At the Contributed Business Closing, the Contributor and the Contributor GP shall duly execute and deliver to the Partnership or its designated Affiliate such instruments of assignment or transfer with respect to the Acquired Assets contributed pursuant hereto comprising the Contributed Business as the Partnership may reasonably request and as may be necessary to vest in the Partnership or its designated Affiliates good record title to all of the Acquired Assets comprising the Contributed Business contributed pursuant hereto. 8.4. FINAL CLOSING. (a) FINAL CLOSING DATE. Subject to the terms and conditions set forth herein and in the Development Agreement, the consummation of the contribution of Releases 1.3 and 1.3.5 as contemplated by this Agreement and the Development Agreement shall take place at a closing (the "FINAL CLOSING") to be held at the Boston, Massachusetts offices of Bingham Dana LLP, on the tenth business day after the date of the Final Acceptance by the Partnership of the Fairway System in accordance with the terms of the Development Agreement or on such other date as

29 shall be agreed to in writing by all of the parties hereto. The date on which the Final Closing actually occurs is sometimes referred to herein as the "FINAL CLOSING DATE". In consideration of the contribution of the Acquired Assets comprising Release 1.3, Release 1.3.5 and of all other Acquired Assets comprising the Fairway System and the Contributed Business not previously delivered at any other Closing, the Partnership shall issue to the Contributor and Contributor GP additional partnership interests in the Partnership so that, upon such issuance, Contributor shall have in the aggregate an undiluted direct 19.5% limited partnership interest in the Partnership and Contributor GP shall have, in the aggregate, an undiluted direct 0.5% general partnership interest in the Partnership as it then exists. (b) DELIVERY AT THE FINAL CLOSING. At the Final Closing, the Contributor and the Contributor GP shall duly execute and deliver to the Partnership or its designated Affiliate such deeds, bills of sale, certificates of title and other instruments of assignment or transfer with respect to the Acquired Assets contributed hereby

29 shall be agreed to in writing by all of the parties hereto. The date on which the Final Closing actually occurs is sometimes referred to herein as the "FINAL CLOSING DATE". In consideration of the contribution of the Acquired Assets comprising Release 1.3, Release 1.3.5 and of all other Acquired Assets comprising the Fairway System and the Contributed Business not previously delivered at any other Closing, the Partnership shall issue to the Contributor and Contributor GP additional partnership interests in the Partnership so that, upon such issuance, Contributor shall have in the aggregate an undiluted direct 19.5% limited partnership interest in the Partnership and Contributor GP shall have, in the aggregate, an undiluted direct 0.5% general partnership interest in the Partnership as it then exists. (b) DELIVERY AT THE FINAL CLOSING. At the Final Closing, the Contributor and the Contributor GP shall duly execute and deliver to the Partnership or its designated Affiliate such deeds, bills of sale, certificates of title and other instruments of assignment or transfer with respect to the Acquired Assets contributed hereby compromising Releases 1.1, 1.2, 1.2.5, 1.3 and 1.3.5, as the Partnership may reasonably request and as may be necessary to vest in the Partnership or its designated Affiliates good record title to all of the Acquired Assets contributed hereby and as required by the Development Agreement which were not previously delivered by the Contributor at any other Closing. 8.5. CONSEQUENCES FOR FAILURE TO TIMELY DELIVER RELEASES FOR ACCEPTANCE TESTING. (a) Notwithstanding anything to the contrary herein, as provided in the Development Agreement, in the event that the delivery of any Release occurs after its scheduled Delivery Date and the expiration of the applicable cure period, and the Contributor is found, pursuant to the Dispute Resolution Procedures set forth in the Development Agreement, at fault for such late delivery (a "DELIVERY DEFAULT"), as its exclusive remedy (i) the Partnership shall have the right to cause Contributor to pay all reasonable costs and expenses of a third party developer to complete the development of any remaining undelivered Functionality in accordance with the Specifications (having reference to the rates quoted by recognized software consultants for similar services on software systems of comparable complexity), and, (ii) the total percentage interest in the Partnership issued to the Contributor shall be reduced from 20% to 15% (an undiluted direct 14.5% limited partner interest and an undiluted direct 0.5% general partner interest). (b) DELIVERY DEFAULT CLOSING. Upon the election of the Partnership and subject to the terms and conditions set forth herein and in the Development Agreement, at a closing (the "DELIVERY DEFAULT CLOSING") to be held at the Boston, Massachusetts offices of Bingham Dana LLP on the tenth Business Day after the date of the final determination of the arbitrator in accordance with the terms of the Development Agreement or on such other date as shall be agreed to in writing by all of the parties hereto, the Contributor shall deliver to the Partnership all of the Acquired Assets comprising the Fairway System and the Contributed Business, in each case, to the extent not previously delivered at any other Closing. In consideration of the contribution of such assets, the Partnership shall issue to the Contributor and Contributor GP such amount of additional partnership interests in the Partnership, if any, as shall be required to ensure that, upon such issuance, Contributor shall have in the aggregate an undiluted direct 14.5% limited partnership interest in the Partnership and Contributor GP shall have, in the aggregate, an undiluted direct

30 0.5% general partnership interest in the Partnership as it then exists. The date on which the Deliver Default Closing actually occurs is sometimes referred to herein as the "DELIVERY DEFAULT CLOSING DATE". (c) DELIVERY AT THE DELIVERY DEFAULT CLOSING. At the Delivery Default Closing, the Contributor and the Contributor GP shall duly execute and deliver to the Partnership or its designated Affiliate such deeds, bills of sale, certificates of title and other instruments of assignment or transfer with respect to the Acquired Assets contributed hereby compromising the Fairway System and the Contributed Business, as the Partnership may reasonably request and as may be necessary to vest in the Partnership or its designated Affiliates good record title to all of the Acquired Assets contributed pursuant hereto and as required by the Development Agreement which were not previously delivered by the Contributor at any other Closing.

30 0.5% general partnership interest in the Partnership as it then exists. The date on which the Deliver Default Closing actually occurs is sometimes referred to herein as the "DELIVERY DEFAULT CLOSING DATE". (c) DELIVERY AT THE DELIVERY DEFAULT CLOSING. At the Delivery Default Closing, the Contributor and the Contributor GP shall duly execute and deliver to the Partnership or its designated Affiliate such deeds, bills of sale, certificates of title and other instruments of assignment or transfer with respect to the Acquired Assets contributed hereby compromising the Fairway System and the Contributed Business, as the Partnership may reasonably request and as may be necessary to vest in the Partnership or its designated Affiliates good record title to all of the Acquired Assets contributed pursuant hereto and as required by the Development Agreement which were not previously delivered by the Contributor at any other Closing. 8.6. CONSEQUENCES FOR FAILURE TO OBTAIN FINAL ACCEPTANCE. (a) Notwithstanding anything to the contrary herein, as provided in the Development Agreement, in the event that the Fairway System as a whole is not accepted by the Final Acceptance Date set forth in the Development Agreement and the expiration of the applicable cure period, and the Contributor is found, pursuant to the Dispute Resolution Procedures set forth in the Development Agreement, at fault for such failure to obtain Final Acceptance (a "FINAL ACCEPTANCE DEFAULT"), the Partnership shall have as its exclusive remedy the right to cause Contributor to pay all reasonable costs and expenses of a third party developer to complete the development of any remaining unaccepted Functionality in accordance with the Specifications (having reference to the rates quoted by recognized software consultants for similar services on software systems of comparable complexity). (b) FINAL ACCEPTANCE DEFAULT CLOSING. In the event of Final Acceptance Default, upon the election of the Partnership and subject to the terms and conditions set forth herein and in the Development Agreement, at a closing (the "FINAL ACCEPTANCE DEFAULT CLOSING") to be held at the Boston, Massachusetts offices of Bingham Dana LLP on the tenth Business Day after the later of (i) the date of Final Acceptance of the Fairway System as completed by the third party developer chosen by the Partnership, pursuant to commercially reasonable criteria, pursuant to the Development Agreement and (ii) the date of final payment by Contributor of all monies owed to such third party developer for completing the Fairway System, the Partnership shall issue to the Contributor and Contributor GP additional partnership interests in the Partnership so that, upon such issuance, Contributor shall have, in the aggregate, an undiluted direct 19.5% limited partnership interest in the Partnership and Contributor GP shall have, in the aggregate, an undiluted direct 0.5% general partnership interest in the Partnership as it then exists. The date on which the Final Acceptance Default Closing actually occurs is sometimes referred to herein as the "FINAL ACCEPTANCE DEFAULT CLOSING DATE". (c) DELIVERY AT THE FINAL ACCEPTANCE DEFAULT CLOSING. At the Final Acceptance Default Closing, the Contributor and the Contributor GP shall duly execute and deliver to the Partnership or its designated Affiliate such deeds, bills of sale, certificates of title and other

31 instruments of assignment or transfer with respect to the Acquired Assets contributed hereby compromising the Fairway System and the Contributed Business, as the Partnership may reasonably request and as may be necessary to vest in the Partnership or its designated Affiliates good record title to all of the Acquired Assets contributed hereby and as required by the Development Agreement which were not previously delivered by the Contributor at any other Closing. 8.7. CLOSING DEFINITIONS. The Initial Closing, Interim Closing, the Contributed Business Closing, the Delivery Default Closing, the Final Acceptance Default Date and the Final Closing are each referred to herein individually as a "CLOSING " and collectively as the "CLOSINGS". The Initial Closing Date, the Interim Closing Date, the Contributed Business Closing Date, the Delivery Default Closing Date, the Final Acceptance Default Closing Date and the Final Closing Date are each referred to herein individually as a "CLOSING DATE" and collectively as the "CLOSING DATES". ARTICLE 9

31 instruments of assignment or transfer with respect to the Acquired Assets contributed hereby compromising the Fairway System and the Contributed Business, as the Partnership may reasonably request and as may be necessary to vest in the Partnership or its designated Affiliates good record title to all of the Acquired Assets contributed hereby and as required by the Development Agreement which were not previously delivered by the Contributor at any other Closing. 8.7. CLOSING DEFINITIONS. The Initial Closing, Interim Closing, the Contributed Business Closing, the Delivery Default Closing, the Final Acceptance Default Date and the Final Closing are each referred to herein individually as a "CLOSING " and collectively as the "CLOSINGS". The Initial Closing Date, the Interim Closing Date, the Contributed Business Closing Date, the Delivery Default Closing Date, the Final Acceptance Default Closing Date and the Final Closing Date are each referred to herein individually as a "CLOSING DATE" and collectively as the "CLOSING DATES". ARTICLE 9 TERMINATION 9.1. GROUNDS FOR TERMINATION. This Agreement may be terminated at any time prior to the Final Closing: (i) by mutual written consent of the parties hereto; (ii) by Contributor or the Partnership (provided that the terminating party is not then in material breach of any representation, warranty, covenant or other agreement contained herein), in the event of a material breach by the other party of any representation, warranty, covenant or other agreement contained herein, which breach is not cured after thirty (30) days written notice thereof is given to the party committing such breach; or (iii) by Contributor or the Partnership if the Development Agreement shall have been terminated pursuant to the terms thereof. 9.2. EFFECTS OF TERMINATION. In the event of termination of this Agreement by either the Partnership or Contributor as provided in Section 9.1 above, this Agreement shall forthwith become null and void (other than Section 6.5(b) hereof, which shall remain in full force and effect) and there shall be no further liability on the part of the Partnership or their respective officers or directors to the other, except any liability of the Partnership or Contributor under said Section 6.5(b) and in the event of a willful breach by either party of any representation, warranty, covenant or agreement contained in this Agreement, in which case, the breaching party shall remain liable for any and all damages, costs and expenses, including all reasonable attorneys' fees, sustained or incurred by the non-breaching party as a result thereof or in connection therewith or with the enforcement of its rights hereunder.

32 ARTICLE 10 CONDITIONS TO THE OBLIGATIONS OF THE PARTNERSHIP 10.1. CONDITIONS TO THE OBLIGATIONS OF THE PARTNERSHIP TO CONSUMMATE EACH CLOSING. The obligations of the Partnership to consummate each Closing under this Agreement and the Related Agreements shall be subject to the satisfaction, prior to or at each Closing, of each of the following conditions: (a) REPRESENTATIONS AND WARRANTIES TRUE AT EACH CLOSING DATE; NO MATERIAL ADVERSE EFFECT. Except as otherwise permitted or contemplated by this Agreement, the representations and warranties of Contributor contained in this Agreement and the Related Agreements shall have been true and correct in all material respects at and as of the date hereof, and shall be true and correct in all material respects at and as of each Closing Date with the same force and effect as though newly made at and as of each Closing Date

32 ARTICLE 10 CONDITIONS TO THE OBLIGATIONS OF THE PARTNERSHIP 10.1. CONDITIONS TO THE OBLIGATIONS OF THE PARTNERSHIP TO CONSUMMATE EACH CLOSING. The obligations of the Partnership to consummate each Closing under this Agreement and the Related Agreements shall be subject to the satisfaction, prior to or at each Closing, of each of the following conditions: (a) REPRESENTATIONS AND WARRANTIES TRUE AT EACH CLOSING DATE; NO MATERIAL ADVERSE EFFECT. Except as otherwise permitted or contemplated by this Agreement, the representations and warranties of Contributor contained in this Agreement and the Related Agreements shall have been true and correct in all material respects at and as of the date hereof, and shall be true and correct in all material respects at and as of each Closing Date with the same force and effect as though newly made at and as of each Closing Date (except for representations and warranties which by their terms relate solely to a prior date, which representations and warranties shall have been true as of the respective dates thereof and for the respective periods covered thereby). No event or events shall have occurred since December 31, 1996 that, individually or in the aggregate, have had or would reasonably be expected to have a Contributor Material Adverse Effect. (b) OFFICERS CERTIFICATE. Contributor shall have delivered to the Partnership a certificate dated as of such Closing Date signed by an authorized officer of Contributor and certifying the satisfaction of the conditions set forth in this Agreement to be completed prior to or as of such Closing Date. (c) CONSENTS. Any consent, approval or authorization necessary for the consummation of the transaction contemplated hereby by shall have been obtained and shall be in full force and effect on each relevant Closing Date. Except as otherwise set forth in Section 7.1 hereof, all consents of non-governmental third parties required for the consummation of the transactions contemplated hereby at any closing shall have been obtained and shall be in full force and effect the applicable Closing Date. (d) NO LEGAL RESTRAINT. No order, injunction or other legal restraint or prohibition issued by any federal or state banking or other regulatory authority or court of competent jurisdiction shall prohibit the consummation of the transactions contemplated hereby. (e) DELIVERY OF OTHER DOCUMENTS. Contributor shall have furnished the Partnership with such certificates, instruments or other documents in the name or on behalf of Contributor, executed by appropriate officers of Contributor or others, including, without limitation, certificates or correspondence of governmental agencies or authorities or non-governmental third parties, to evidence fulfillment of the conditions set forth in this Article 10 as the Partnership may reasonably request; PROVIDED, HOWEVER, that

33 any such certificate, instrument or other document so requested by the Partnership shall be of a type that is customary in transactions similar to the transactions contemplated hereby. 10.2. CONDITIONS TO THE OBLIGATIONS OF THE PARTNERSHIP TO CONSUMMATE THE INITIAL CLOSING. In addition to the satisfaction of the conditions set forth in section 10.1, the obligations of the Partnership to consummate the Initial Closing under this Agreement and the Related Agreements shall be subject to the satisfaction, prior to or at the Initial Closing of each of the following conditions: (a) PARTNERSHIP AGREEMENT. BKB, BFDS, BANK ONE, Contributor, BKB Sub, BFDS Sub, BANK ONE Sub and Contributor GP shall have each executed and delivered the Partnership Agreement substantially in the form set forth on SCHEDULE 10.2(a), and such agreement shall be in full force and effect. (b) CONTRIBUTOR'S PERFORMANCE. Each of the obligations of Contributor or Contributor GP to be performed or complied with on or before the Initial Closing Date pursuant to the terms of this Agreement, the Development Agreement or any other related Agreement shall have been duly and fully performed or complied

33 any such certificate, instrument or other document so requested by the Partnership shall be of a type that is customary in transactions similar to the transactions contemplated hereby. 10.2. CONDITIONS TO THE OBLIGATIONS OF THE PARTNERSHIP TO CONSUMMATE THE INITIAL CLOSING. In addition to the satisfaction of the conditions set forth in section 10.1, the obligations of the Partnership to consummate the Initial Closing under this Agreement and the Related Agreements shall be subject to the satisfaction, prior to or at the Initial Closing of each of the following conditions: (a) PARTNERSHIP AGREEMENT. BKB, BFDS, BANK ONE, Contributor, BKB Sub, BFDS Sub, BANK ONE Sub and Contributor GP shall have each executed and delivered the Partnership Agreement substantially in the form set forth on SCHEDULE 10.2(a), and such agreement shall be in full force and effect. (b) CONTRIBUTOR'S PERFORMANCE. Each of the obligations of Contributor or Contributor GP to be performed or complied with on or before the Initial Closing Date pursuant to the terms of this Agreement, the Development Agreement or any other related Agreement shall have been duly and fully performed or complied with in all material respects on or before the Initial Closing Date. (c) BANK ONE CLOSING.The transactions contemplated by the BANK ONE Contribution Agreement shall have been consummated at a closing as contemplated therein. (d) FAIRWAY DATA PROCESSING AGREEMENT. The Partnership and the Contributor shall have entered into the Fairway Data Processing Agreement on substantially the terms set forth on EXHIBIT B, and the Fairway Data Processing Agreement shall be in full force and effect. 10.3. CONDITIONS TO THE OBLIGATIONS OF THE PARTNERSHIP TO CONSUMMATE THE INTERIM CLOSING. In addition to the satisfaction of the conditions set forth in section 10.1, the obligations of the Partnership to consummate the Interim Closing under this Agreement and the Related Agreements shall be subject to the satisfaction, prior to or at the Interim Closing of each of the following conditions: (a) CONSUMMATION OF THE INITIAL CLOSING/CONTRIBUTED BUSINESS CLOSING. The Contributor and the Partnership shall have consummated the Initial Closing, and, in the event the Interim Closing is to occur after April 30, 2000, the Contributed Business Closing. (b) CONTRIBUTOR'S PERFORMANCE. Each of the obligations of Contributor to be performed or complied with on or before the Interim Closing Date pursuant to the terms of this Agreement, the Development Agreement or any other Related Agreement shall

34 have been duly and fully performed or complied with in all material respects on or before the Interim Closing Date. (c) AMENDMENT TO PARTNERSHIP AGREEMENT. BKB, BFDS, BANK ONE, Contributor, BKB Sub, BFDS Sub, BANK ONE Sub and Contributor GP shall have each executed and delivered an amendment to Partnership Agreement of the Partnership to reflect the resulting ownership interests of each of the partners. 10.4. CONDITIONS TO THE OBLIGATIONS OF THE PARTNERSHIP TO CONSUMMATE THE CONTRIBUTED BUSINESS CLOSING. In addition to the satisfaction of the conditions set forth in section 10.1, the obligations of the Partnership to consummate the Contributed Business Closing under this Agreement and the Related Agreements shall be subject to the satisfaction, prior to or at the Contributed Business Closing of each of the following conditions: (a) CONTRIBUTOR SHAREHOLDER SERVICES AGREEMENT. The Partnership and the Contributor shall have entered into the Contributor Shareholder Services Agreement on substantially the terms set forth on SCHEDULE 10.4(a) (the "CONTRIBUTOR SHAREHOLDER SERVICES AGREEMENT"), and the Contributor Shareholder Services Agreement shall be in full force and effect.

34 have been duly and fully performed or complied with in all material respects on or before the Interim Closing Date. (c) AMENDMENT TO PARTNERSHIP AGREEMENT. BKB, BFDS, BANK ONE, Contributor, BKB Sub, BFDS Sub, BANK ONE Sub and Contributor GP shall have each executed and delivered an amendment to Partnership Agreement of the Partnership to reflect the resulting ownership interests of each of the partners. 10.4. CONDITIONS TO THE OBLIGATIONS OF THE PARTNERSHIP TO CONSUMMATE THE CONTRIBUTED BUSINESS CLOSING. In addition to the satisfaction of the conditions set forth in section 10.1, the obligations of the Partnership to consummate the Contributed Business Closing under this Agreement and the Related Agreements shall be subject to the satisfaction, prior to or at the Contributed Business Closing of each of the following conditions: (a) CONTRIBUTOR SHAREHOLDER SERVICES AGREEMENT. The Partnership and the Contributor shall have entered into the Contributor Shareholder Services Agreement on substantially the terms set forth on SCHEDULE 10.4(a) (the "CONTRIBUTOR SHAREHOLDER SERVICES AGREEMENT"), and the Contributor Shareholder Services Agreement shall be in full force and effect. (b) STS LICENSE. The Partnership and the Contributor shall have entered into the STS License, and the STS License shall be in full force and effect. (c) STS DATA PROCESSING AGREEMENT. The Partnership and the Contributor shall have entered into the STS Data Processing Agreement on substantially the terms set forth on EXHIBIT D, and the STS Data Processing Agreement shall be in full force and effect. (d) CONTRIBUTOR'S PERFORMANCE. Each of the obligations of Contributor to be performed or complied with on or before the Contributed Business Closing Date pursuant to the terms of this Agreement, the Development Agreement or any other Related Agreement shall have been duly and fully performed or complied with in all material respects on or before the Contributed Business Closing Date. 10.5. CONDITIONS TO THE OBLIGATIONS OF THE PARTNERSHIP TO CONSUMMATE THE FINAL CLOSING. In addition to the satisfaction of the conditions set forth in section 10.1, the obligations of the Partnership to consummate the Final Closing under this Agreement and the Related Agreements shall be subject to the satisfaction, prior to or at the Final Closing of each of the following conditions: (a) CONSUMMATION OF THE INITIAL CLOSING, THE INTERIM CLOSING AND THE CONTRIBUTED BUSINESS CLOSING. The Contributor and the Partnership shall have consummated the Initial Closing, the Interim Closing and the Contributed Business Closing, or in lieu of the Initial Closing or the Interim Closing, the Delivery Default Closing.

35 (b) CONTRIBUTOR'S PERFORMANCE. Each of the obligations of Contributor to be performed or complied with on or before the Final Closing Date pursuant to the terms of this Agreement, the Development Agreement or any other Related Agreement shall have been duly and fully performed or complied with in all material respects on or before the Final Closing Date. (c) AMENDMENT TO PARTNERSHIP AGREEMENT. BKB, BFDS, BANK ONE, Contributor, BKB Sub, BFDS Sub, BANK ONE Sub and Contributor GP shall have each executed and delivered an amendment to Partnership Agreement of the Partnership to reflect the resulting ownership interests of the partners. 10.6. CONDITIONS TO THE OBLIGATIONS OF THE PARTNERSHIP TO CONSUMMATE THE DELIVERY DEFAULT CLOSING. In addition to the satisfaction of the conditions set forth in Section 10.1, the obligations of the Partnership to consummate the Delivery Default Closing under this Agreement and the Related Agreements shall be subject to the satisfaction, prior to or at the Delivery Default Closing of the conditions set forth in Sections 10.2(a), 10.2(d), 10.3(c), 10.4(a), 10.4(b), and 10.4(c) to the extent not satisfied at any prior

35 (b) CONTRIBUTOR'S PERFORMANCE. Each of the obligations of Contributor to be performed or complied with on or before the Final Closing Date pursuant to the terms of this Agreement, the Development Agreement or any other Related Agreement shall have been duly and fully performed or complied with in all material respects on or before the Final Closing Date. (c) AMENDMENT TO PARTNERSHIP AGREEMENT. BKB, BFDS, BANK ONE, Contributor, BKB Sub, BFDS Sub, BANK ONE Sub and Contributor GP shall have each executed and delivered an amendment to Partnership Agreement of the Partnership to reflect the resulting ownership interests of the partners. 10.6. CONDITIONS TO THE OBLIGATIONS OF THE PARTNERSHIP TO CONSUMMATE THE DELIVERY DEFAULT CLOSING. In addition to the satisfaction of the conditions set forth in Section 10.1, the obligations of the Partnership to consummate the Delivery Default Closing under this Agreement and the Related Agreements shall be subject to the satisfaction, prior to or at the Delivery Default Closing of the conditions set forth in Sections 10.2(a), 10.2(d), 10.3(c), 10.4(a), 10.4(b), and 10.4(c) to the extent not satisfied at any prior Closing. 10.7 CONDITIONS TO THE OBLIGATIONS OF THE PARTNERSHIP TO CONSUMMATE THE FINAL ACCEPTANCE DEFAULT CLOSING. In addition to the satisfaction of the conditions set forth in Section 10.1, the obligations of the Partnership to consummate Final Acceptance Default Closing under this Agreement and the Related Agreements shall be subject to the satisfaction, prior to or at the Final Acceptance Default Closing, of the conditions set forth in Sections 10.2(a), 10.2(d), 10.3(c), 10.4(a), 10.4(b), and 10.4(c) to the extent not satisfied at any prior Closing. ARTICLE 11 CONDITIONS TO THE OBLIGATIONS OF CONTRIBUTOR 11.1 CONDITIONS TO THE OBLIGATIONS OF THE CONTRIBUTOR TO CONSUMMATE EACH CLOSING. The obligations of the Contributor to consummate each Closing under this Agreement and the Related Agreements shall be subject to the satisfaction, prior to or at each Closing, of each of the following conditions: (a) REPRESENTATIONS AND WARRANTIES TRUE AT EACH CLOSING DATE; NO MATERIAL ADVERSE EFFECT. Except as otherwise permitted or contemplated by this Agreement, the representations and warranties of Partnership contained in this Agreement and the Related Agreements shall have been true and correct in all material respects at and as of the date hereof, and shall be true and correct in all material respects at and as of each Closing Date with the same force and effect as though newly made at and as of each Closing Date (except for representations and warranties which by their terms relate solely to a prior date, which representations and warranties shall have been true as of the respective dates thereof and for the respective periods covered thereby). No event or

36 events shall have occurred since December 31, 1996 that, individually or in the aggregate, have had or would reasonably be expected to have a Partnership Material Adverse Effect. (b) CONSENTS. Any consent, approval or authorization listed on SCHEDULE 5.7 shall have been obtained and shall be in full force and effect on each Closing Date. Except as otherwise set forth in Section 7.1 hereof, all consents of non-governmental third parties required for the consummation of the transactions contemplated hereby shall have been obtained and shall be in full force and effect on each respective Closing Date. (c) NO LEGAL RESTRAINT. No order, injunction or other legal restraint or prohibition issued by any federal or state banking or other regulatory authority or court of competent jurisdiction shall prohibit the consummation of the transactions contemplated hereby. (d) OFFICERS CERTIFICATE. Partnership shall have delivered to the Contributor a certificate dated as of the

36 events shall have occurred since December 31, 1996 that, individually or in the aggregate, have had or would reasonably be expected to have a Partnership Material Adverse Effect. (b) CONSENTS. Any consent, approval or authorization listed on SCHEDULE 5.7 shall have been obtained and shall be in full force and effect on each Closing Date. Except as otherwise set forth in Section 7.1 hereof, all consents of non-governmental third parties required for the consummation of the transactions contemplated hereby shall have been obtained and shall be in full force and effect on each respective Closing Date. (c) NO LEGAL RESTRAINT. No order, injunction or other legal restraint or prohibition issued by any federal or state banking or other regulatory authority or court of competent jurisdiction shall prohibit the consummation of the transactions contemplated hereby. (d) OFFICERS CERTIFICATE. Partnership shall have delivered to the Contributor a certificate dated as of the Initial Closing Date signed by an authorized officer of Partnership and certifying the satisfaction of the conditions set forth in this Agreement to be completed prior to or as of such Closing Date. (e) DELIVERY OF OTHER DOCUMENTS. The Partnership shall have furnished the Contributor with such certificates, instruments or other documents in the name or on behalf of the Partnership, executed by appropriate officers of the Partnership or others, including, without limitation, certificates or correspondence of governmental agencies or authorities or non-governmental third parties, to evidence fulfillment of the conditions set forth in this Article 11 as the Contributor may reasonably request; PROVIDED, HOWEVER, that any such certificate, instrument or other document so requested by the Contributor shall be of a type that is customary in transactions similar to the transactions contemplated hereby. 11.2. CONDITIONS TO THE OBLIGATIONS OF THE CONTRIBUTOR TO CONSUMMATE THE INITIAL CLOSING. In addition to the satisfaction of the conditions set forth in section 11.1, the obligations of the Contributor to consummate the Initial Closing under this Agreement and the Related Agreements shall be subject to the satisfaction, prior to or at the Initial Closing of each of the following conditions: (a) PARTNERSHIP AGREEMENT. BKB, BFDS, BANK ONE, Contributor, BKB Sub, BFDS Sub, BANK ONE Sub and Contributor GP shall have each executed and delivered the Partnership Agreement substantially in the form set forth on SCHEDULE 10.2(a), and such agreement shall be in full force and effect. (b) PARTNERSHIP'S PERFORMANCE. Each of the obligations of Partnership to be performed or complied with on or before the Initial Closing Date pursuant to the terms of this Agreement, the Development Agreement or any other related Agreement shall have been duly and fully performed or complied with in all material respects on or before the Initial Closing Date.

37 (c) BANK ONE CLOSING. The transactions contemplated by the BANK ONE Contribution Agreement shall have been consummated at a closing as contemplated therein. (d) PROXY AND RETAINED RIGHT LICENSE. Contributor and the Partnership shall have entered into the Proxy and Retained Rights License, and the Proxy and Retained Rights License shall be in full force and effect. (e) FAIRWAY DATA PROCESSING AGREEMENT. The Partnership and the Contributor shall have entered into the Fairway Data Processing Agreement on substantially the terms set forth on EXHIBIT B, and the Fairway Data Processing Agreement shall be in full force and effect. 11.3. CONDITIONS TO THE OBLIGATIONS OF THE CONTRIBUTOR TO CONSUMMATE THE INTERIM CLOSING. In addition to the satisfaction of the conditions set forth in Section 11.1, the obligations of the Contributor to consummate the Interim Closing under this Agreement and the Related Agreements shall be subject to the satisfaction, prior to or at the Interim Closing of each of the following conditions: (a) CONSUMMATION OF THE INITIAL CLOSING/CONTRIBUTED BUSINESS CLOSING. The

37 (c) BANK ONE CLOSING. The transactions contemplated by the BANK ONE Contribution Agreement shall have been consummated at a closing as contemplated therein. (d) PROXY AND RETAINED RIGHT LICENSE. Contributor and the Partnership shall have entered into the Proxy and Retained Rights License, and the Proxy and Retained Rights License shall be in full force and effect. (e) FAIRWAY DATA PROCESSING AGREEMENT. The Partnership and the Contributor shall have entered into the Fairway Data Processing Agreement on substantially the terms set forth on EXHIBIT B, and the Fairway Data Processing Agreement shall be in full force and effect. 11.3. CONDITIONS TO THE OBLIGATIONS OF THE CONTRIBUTOR TO CONSUMMATE THE INTERIM CLOSING. In addition to the satisfaction of the conditions set forth in Section 11.1, the obligations of the Contributor to consummate the Interim Closing under this Agreement and the Related Agreements shall be subject to the satisfaction, prior to or at the Interim Closing of each of the following conditions: (a) CONSUMMATION OF THE INITIAL CLOSING/CONTRIBUTED BUSINESS CLOSING. The Partnership and the Contributor shall have consummated the Initial Closing, and, in the event the Interim Closing is to occur after April 30, 2000, the Contributed Business Closing. (b) PARTNERSHIP'S PERFORMANCE. Each of the obligations of Partnership to be performed or complied with on or before the Interim Closing Date pursuant to the terms of this Agreement, the Development Agreement or any other Related Agreement shall have been duly and fully performed or complied with in all material respects on or before the Interim Closing Date. (c) AMENDMENT TO PARTNERSHIP AGREEMENT. BKB, BFDS, BANK ONE, Contributor, BKB Sub, BFDS Sub, BANK ONE Sub and Contributor GP shall have each executed and delivered an amendment to Partnership Agreement of the Partnership to reflect the resulting ownership interests of the parties. 11.4. CONDITIONS TO THE OBLIGATIONS OF THE CONTRIBUTOR TO CONSUMMATE THE CONTRIBUTED BUSINESS CLOSING. In addition to the satisfaction of the conditions set forth in section 11.1, the obligations of the Contributor to consummate the Contributed Business Closing under this Agreement and the Related Agreements shall be subject to the satisfaction, prior to or at the Contributed Business Closing of each of the following conditions: (a) CONTRIBUTOR SHAREHOLDER SERVICES AGREEMENT. The Partnership and the Contributor shall have entered into the Contributor Shareholder Services Agreement, and the Contributor Shareholder Services Agreement shall be in full force and effect.

38 (b) STS LICENSE. The Partnership and the Contributor shall have entered into the STS License, and the STS License shall be in full force and effect. (c) STS DATA PROCESSING AGREEMENT. The Partnership and the Contributor shall have entered into the STS Data Processing Agreement on substantially the terms set forth on EXHIBIT D, and the STS Data Processing Agreement shall be in full force and effect. (d) PARTNERSHIP'S PERFORMANCE. Each of the obligations of Partnership to be performed or complied with on or before the Contributed Business Closing Date pursuant to the terms of this Agreement, the Development Agreement or any other Related Agreement shall have been duly and fully performed or complied with in all material respects on or before the Contributed Business Closing Date. 11.5. CONDITIONS TO THE OBLIGATIONS OF THE CONTRIBUTOR TO CONSUMMATE THE FINAL CLOSING. In addition to the satisfaction of the conditions set forth in section 11.1, the obligations of the Contributor to consummate the Final Closing under this Agreement and the Related Agreements shall be subject to the satisfaction, prior to or at the Final Closing of each of the following conditions:

38 (b) STS LICENSE. The Partnership and the Contributor shall have entered into the STS License, and the STS License shall be in full force and effect. (c) STS DATA PROCESSING AGREEMENT. The Partnership and the Contributor shall have entered into the STS Data Processing Agreement on substantially the terms set forth on EXHIBIT D, and the STS Data Processing Agreement shall be in full force and effect. (d) PARTNERSHIP'S PERFORMANCE. Each of the obligations of Partnership to be performed or complied with on or before the Contributed Business Closing Date pursuant to the terms of this Agreement, the Development Agreement or any other Related Agreement shall have been duly and fully performed or complied with in all material respects on or before the Contributed Business Closing Date. 11.5. CONDITIONS TO THE OBLIGATIONS OF THE CONTRIBUTOR TO CONSUMMATE THE FINAL CLOSING. In addition to the satisfaction of the conditions set forth in section 11.1, the obligations of the Contributor to consummate the Final Closing under this Agreement and the Related Agreements shall be subject to the satisfaction, prior to or at the Final Closing of each of the following conditions: (a) CONSUMMATION OF THE INITIAL CLOSING, INTERIM CLOSING AND THE CONTRIBUTED BUSINESS CLOSING. The Partnership and the Contributor shall have consummated the Initial Closing and the Contributed Business Closing, or in lieu of the Initial Closing or the Interim Closing, the Delivery Default Closing. (b) PARTNERSHIP'S PERFORMANCE. Each of the obligations of Partnership to be performed or complied with on or before the Final Closing Date pursuant to the terms of this Agreement, the Development Agreement or any other Related Agreement shall have been duly and fully performed or complied with in all material respects on or before the Final Closing Date. (c) AMENDMENT TO PARTNERSHIP AGREEMENT. BKB, BFDS, BANK ONE, Contributor, BKB Sub, BFDS Sub, BANK ONE Sub and Contributor GP shall have each executed and delivered an amendment to Partnership Agreement of the Partnership to reflect the resulting ownership interests of the partners. 11.6. CONDITIONS TO THE OBLIGATIONS OF THE CONTRIBUTOR TO CONSUMMATE THE DELIVERY DEFAULT CLOSING. In addition to the satisfaction of the conditions set forth in Section 11.1, the obligations of the Contributor to consummate the Delivery Default Closing under this Agreement and the Related Agreements shall be subject to the satisfaction, prior to or at the Delivery Default Closing, of the conditions set forth in Sections 11.2(a), 11.2(d), 11.3(c), 11.4(a), 11.4(b) and 11.4(c), to the extent not satisfied at any prior Closing.

39 11.7. CONDITIONS TO THE OBLIGATIONS OF THE CONTRIBUTOR TO CONSUMMATE THE FINAL ACCEPTANCE DEFAULT CLOSING. In addition to the satisfaction of the conditions set forth in Section 11.1, the obligations of the Partnership to consummate the Final Acceptance Default Closing, as the case may be, under this Agreement and the Related Agreements shall be subject to the satisfaction, prior to or at the Final Acceptance Default Closing, Sections 11.2(a), 11.2(d), 11.3(c), 11.4(a), 11.4(b) and 11.4(c), to the extent not satisfied at any prior Closing. ARTICLE 12 INDEMNIFICATION 12.1. INDEMNITY BY THE CONTRIBUTOR. (a) Contributor agrees to indemnify and hold the Partnership, and its Affiliates, employees, officers, directors, controlling persons, successors and assigns, harmless from and with respect to any and all claims, liabilities, losses, damages, diminution in value, costs and expenses, including without limitation the reasonable fees and disbursements of counsel and expert witnesses, net of insurance proceeds received (collectively, the "CONTRIBUTOR LOSSES"), related to or arising directly or indirectly out of

39 11.7. CONDITIONS TO THE OBLIGATIONS OF THE CONTRIBUTOR TO CONSUMMATE THE FINAL ACCEPTANCE DEFAULT CLOSING. In addition to the satisfaction of the conditions set forth in Section 11.1, the obligations of the Partnership to consummate the Final Acceptance Default Closing, as the case may be, under this Agreement and the Related Agreements shall be subject to the satisfaction, prior to or at the Final Acceptance Default Closing, Sections 11.2(a), 11.2(d), 11.3(c), 11.4(a), 11.4(b) and 11.4(c), to the extent not satisfied at any prior Closing. ARTICLE 12 INDEMNIFICATION 12.1. INDEMNITY BY THE CONTRIBUTOR. (a) Contributor agrees to indemnify and hold the Partnership, and its Affiliates, employees, officers, directors, controlling persons, successors and assigns, harmless from and with respect to any and all claims, liabilities, losses, damages, diminution in value, costs and expenses, including without limitation the reasonable fees and disbursements of counsel and expert witnesses, net of insurance proceeds received (collectively, the "CONTRIBUTOR LOSSES"), related to or arising directly or indirectly out of (i) any inaccuracies in any representation or warranty made by Contributor in this Agreement or the Development Agreement, determined without regard to any qualifier relating to knowledge, materiality or Material Adverse Effect or any similar qualifier and only to the extent that Contributor Losses relating to or arising directly or indirectly out of such inaccuracies exceed $100,000 in the aggregate, (ii) any failure or breach by Contributor of any covenant, obligation, or undertaking made by Contributor in this Agreement or the Development Agreement, (iii) liabilities of Contributor or Contributor GP relating to employee benefit plans of the Contributor or the Contributor GP (iv) the operation of the Contributed Business by Contributor or Contributor GP or any predecessor of any such Person prior to the Final Closing, including all civil, criminal, administrative or other regulatory governmental action, suit, demand, claim (including employee or employment claims), hearing, proceeding or investigation, or (v) the Retained Liabilities. (b) In addition, the Contributor agrees to indemnify and hold the Partnership, and its Affiliates, employees, officers, directors, controlling persons, successors and assigns, harmless from and with respect to any and all Contributor Losses relating to or arising directly or indirectly out of any claim made, or any suit, action, investigation, demand or proceeding brought against the Partnership or any of its Affiliates relating to or arising out of any act or omission by Contributor or the Contributor GP any predecessor of any such Person or any such Person's agents, directors, officers, employees or representatives or relating to the Contributed Business on or before the Final Closing Date. 12.2. INDEMNITY BY THE PARTNERSHIP. (a) The Partnership agrees to indemnify and hold Contributor, and Contributor GP, and their Affiliates, employees, officers, directors, controlling persons, successors and assigns, harmless from and with respect to any and all claims, liabilities, losses, damages, diminution in value, costs and expenses, including without limitation the reasonable fees and disbursements of counsel and expert witnesses, net of insurance proceeds

40 received (collectively, the "PARTNERSHIP LOSSES"), related to or arising directly or indirectly out of (i) any liabilities incurred by Contributor in connection with the performance after the Contributed Business Closing of the Contributed Business Contracts by the Partnership; (ii) the operation of the Contributed Business by the Partnership after the Contributed Business Closing, except in the case of any Partnership Losses arising out of an event as to which the Partnership is itself indemnified under any other Related Agreement by the party indemnified by the Partnership pursuant to this Section 12.2 (b) The Partnership agrees to indemnify and hold Contributor and its Affiliates, employees, officers, directors, controlling persons, successors and assigns, harmless from and with respect to any and all Partnership Losses related to or arising directly or indirectly out of (i) any inaccuracies in any representation or warranty made by the Partnership in this Agreement or the Development Agreement, determined without regard to any qualifier relating to knowledge, materiality or Material Adverse Effect or any similar qualifier and only to the extent that

40 received (collectively, the "PARTNERSHIP LOSSES"), related to or arising directly or indirectly out of (i) any liabilities incurred by Contributor in connection with the performance after the Contributed Business Closing of the Contributed Business Contracts by the Partnership; (ii) the operation of the Contributed Business by the Partnership after the Contributed Business Closing, except in the case of any Partnership Losses arising out of an event as to which the Partnership is itself indemnified under any other Related Agreement by the party indemnified by the Partnership pursuant to this Section 12.2 (b) The Partnership agrees to indemnify and hold Contributor and its Affiliates, employees, officers, directors, controlling persons, successors and assigns, harmless from and with respect to any and all Partnership Losses related to or arising directly or indirectly out of (i) any inaccuracies in any representation or warranty made by the Partnership in this Agreement or the Development Agreement, determined without regard to any qualifier relating to knowledge, materiality or Material Adverse Effect or any similar qualifier and only to the extent that Partnership Losses relating to or arising directly or indirectly out of such inaccuracies exceed $100,000 in the aggregate, (ii) any failure or breach by the Partnership of any covenant, obligation, or undertaking made by the Partnership in this Agreement or the Development Agreement; PROVIDED, HOWEVER, that for such liabilities delineated in clauses 12.2(b)(i) and 12(b)(ii), the Partnership shall indemnify the Contributor for Partnership Losses net of any recovery by the Partnership from any indemnity to the Partnership from BKB, BFDS or BANK ONE for such liabilities by increasing the Contributor's limited partnership interest in the Partnership by the "Contributor's Lost Interest" which is equal to (1) the Contributor's partnership interest multiplied by the difference between (x) the Partnership Loss, net of any recovery by the Partnership from any indemnity to the Partnership from BKB, BFDS or BANK ONE from such liabilities minus (y) any tax benefits attributable to such Partnership Loss divided by (2) the Fair Market Value of the Partnership. For purposes of this section 12.2(b), "Fair Market Value" shall be the appraised value of the Partnership for the fiscal year most recently ended. (c) Attached hereto as EXHIBIT F, for illustrative purposes only, is an example of the calculation of Partnership indemnification calculated pursuant to Sections 12(b)(i) and 12.2(b)(ii). 12.3. CLAIMS. (a) Any party seeking indemnification hereunder (the "INDEMNIFIED PARTY") shall promptly notify the party hereto obligated to provide indemnification hereunder (the "INDEMNIFYING PARTY") of any action, suit, proceeding, demand or breach (a "CLAIM") with respect to which the Indemnified Party claims indemnification hereunder, provided that failure of the Indemnified Party to give such notice shall not relieve the Indemnifying Party of its obligations under this Article 12 except to the extent, if at all, that such Indemnifying Party shall have been prejudiced thereby. If such Claim relates to any action, suit, proceeding or demand instituted against the Indemnified Party by a third party (a "THIRD PARTY CLAIM"), upon receipt of such notice from the Indemnified Party the Indemnifying Party shall be entitled to participate in the defense of such Third Party Claim, and if and only if each of the following conditions is

41 satisfied, the Indemnifying Party may assume the defense of such Third Party Claim, and in the case of such an assumption the Indemnifying Party shall have the authority to negotiate, compromise and settle such Third Party Claim: (i) the Indemnifying Party confirms in writing that it is obligated hereunder to indemnify the Indemnified Party with respect to such Third Party Claim; and (ii) there is no conflict of interest which would make separate representation by the Indemnified Party's own counsel advisable. The Indemnified Party shall retain the right to employ its own counsel and to participate in the defense of any Third Party Claim, the defense of which has been assumed by the Indemnifying Party pursuant hereto, but the Indemnified Party shall bear and shall be solely responsible for its own costs and expenses in connection with such participation. The Indemnifying Party shall not, without the prior written consent of the Indemnified Party, settle or compromise any claim or consent to the entry of any judgment that does not include as an unconditional

41 satisfied, the Indemnifying Party may assume the defense of such Third Party Claim, and in the case of such an assumption the Indemnifying Party shall have the authority to negotiate, compromise and settle such Third Party Claim: (i) the Indemnifying Party confirms in writing that it is obligated hereunder to indemnify the Indemnified Party with respect to such Third Party Claim; and (ii) there is no conflict of interest which would make separate representation by the Indemnified Party's own counsel advisable. The Indemnified Party shall retain the right to employ its own counsel and to participate in the defense of any Third Party Claim, the defense of which has been assumed by the Indemnifying Party pursuant hereto, but the Indemnified Party shall bear and shall be solely responsible for its own costs and expenses in connection with such participation. The Indemnifying Party shall not, without the prior written consent of the Indemnified Party, settle or compromise any claim or consent to the entry of any judgment that does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party a release from all liability in respect of such claim. (b) In the event of any Claim under Section 12.1 or 12.2 hereof, the Indemnified Party shall advise the Indemnifying Party in writing of the amount and circumstances surrounding such Claim. With respect to liquidated Claims, if within thirty (30) days the Indemnifying Party has not contested such Claim in writing, the Indemnifying Party will pay the full amount thereof within ten (10) days after the expiration of such period. 12.4. TIME LIMITS. No claim for indemnification under this Article 12 may be asserted for the first time for any breach of any representation or warranty after the third anniversary of the earlier of the Delivery Default Closing Date or Final Closing Date. 12.5. EXCLUSIVE REMEDY; DAMAGE LIMITATIONS. Contributor and the Partnership acknowledge and agree that, except as set forth in Section 8.5 and with respect to a Delivery Default and Section 8.6 with Respect to the Final Acceptance Default, and except for the right to seek specific performance of covenants and other agreements, the indemnification rights and remedies available to each party under this Article 12 shall be the sole and exclusive rights and remedies of the Partnership and Contributor with respect to any Contributor Losses or Partnership Losses arising out of or relating in any way to (i) any breach of this Agreement, (ii) the acquisition of the Contributed Business by the Partnership and the acquisition of their interests in the Partnership by Contributor and Contributor GP, or (iii) the consummation of the transactions contemplated hereby (collectively, the "SUBJECT LOSSES"), including, without limitation, any claims, rights or remedies for negligent misrepresentation. Without limiting the generality of the foregoing, except as specifically authorized by this Article 12, the Partnership and Contributor hereby waive, release and disclaim any claims, rights or remedies arising in tort, by statute, or otherwise, with respect to the Subject Losses. As provided in Section 13.6, in no event shall the Partnership or Contributor be entitled to recover from the other party hereto for incidental, consequential, exemplary or punitive damages, and for all purposes of this

42 Agreement, neither the term "CONTRIBUTOR LOSSES" nor the term "PARTNERSHIP LOSSES" shall be deemed to include any such damages. ARTICLE 13 GENERAL 13.1. EXPENSES. Except as expressly set forth in this Agreement, all expenses of the preparation, execution and consummation of this Agreement and the Related Agreements and of the transactions contemplated hereby, including, without limitation, attorneys', accountants' and outside advisers' fees and disbursements, shall be borne by the party incurring such expenses.

42 Agreement, neither the term "CONTRIBUTOR LOSSES" nor the term "PARTNERSHIP LOSSES" shall be deemed to include any such damages. ARTICLE 13 GENERAL 13.1. EXPENSES. Except as expressly set forth in this Agreement, all expenses of the preparation, execution and consummation of this Agreement and the Related Agreements and of the transactions contemplated hereby, including, without limitation, attorneys', accountants' and outside advisers' fees and disbursements, shall be borne by the party incurring such expenses. 13.2. NOTICES. All notices, demands and other communications hereunder shall be in writing or by written telecommunication, and shall be deemed to have been duly given if delivered personally or if mailed by certified mail, return receipt requested, postage prepaid or if sent by overnight courier or sent by written telecommunication, as follows: If to the Contributor: DST Systems, Inc. 333 West 11th Street 5th Floor Kansas City, Missouri 64105 Attention: President with a copy sent contemporaneously to: DST Systems, Inc. 333 West 11th Street 5th Floor Kansas City, Missouri 64105 Attention: Legal Department If to the Partnership: Boston EquiServe Limited Partnership 150 Royall Street Canton, MA 02021 Attention: Chief Executive Officer with a copy sent contemporaneously to:

43 Boston Financial Data Services, Inc. 2 Heritage Drive North Quincy, MA 02171 Attention: David M. Elwood, Esq.

Senior Counsel and

43 Boston Financial Data Services, Inc. 2 Heritage Drive North Quincy, MA 02171 Attention: David M. Elwood, Esq.

Senior Counsel and Bingham Dana LLP 150 Federal Street Boston, MA 02110 Attention: Norman J. Shachoy, Esq. 13.3. ENTIRE AGREEMENT. This Agreement (including the Exhibits and Schedules hereto), together with the Development Agreement and the other Related Agreements, contains the entire understanding of the parties hereto and thereto, supersedes all prior agreements and understandings relating to the subject matter hereof and thereof and shall not be amended except by a written instrument hereafter signed by all of the parties hereto or thereto, as applicable. No waiver of any provision of this Agreement shall be effective unless evidenced by a written instrument signed by the waiving party. Each of the parties hereto further acknowledge and agree that, in entering into this Agreement and entering into the Related Agreements, they have not in any way relied upon any oral or written agreements, statements, promises, information, arrangements, understandings, representations or warranties, express or implied, not specifically set forth in this Agreement or the Related Agreements. 13.4. GOVERNING LAW. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware without regard to its conflict of laws rules. 13.5. CONSENT TO JURISDICTION. Each of the parties hereto agrees that any suit, action or proceeding instituted against such party under or in connection with this Agreement shall be brought, non-exclusively in a court of competent jurisdiction of the State of Delaware. By execution hereof, each party hereto irrevocably waives any objection to, and any right of immunity on the grounds of, improper venue, the convenience of the forum, the personal jurisdiction of such courts or the execution of judgments resulting therefrom. Each party hereto hereby irrevocably accepts and submits to the exclusive jurisdiction of such courts in any such action, suit or proceeding. 13.6. WAIVER OF CERTAIN DAMAGES. EACH OF THE PARTIES HERETO TO THE FULLEST EXTENT PERMITTED BY LAW IRREVOCABLY WAIVES ANY RIGHTS THAT THEY MAY HAVE TO PUNITIVE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES IN RESPECT OF ANY LITIGATION BASED UPON, OR ARISING OUT OF, THIS AGREEMENT, THE DEVELOPMENT AGREEMENT OR

44 ANY RELATED AGREEMENT OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS OR ACTIONS OF ANY OF THEM RELATING THERETO. 13.7. SECTIONS AND SECTION HEADINGS. The headings of sections and subsections are for reference only and shall not limit or control the meaning thereof. 13.8. ASSIGNS. This Agreement, the Development Agreement and the other Related Agreements shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors and permitted assigns. Neither this Agreement and the Related Agreements nor the obligations of any party hereunder or thereunder shall be assignable or transferable by such party without the prior written consent of the other party hereto or thereto.

44 ANY RELATED AGREEMENT OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS OR ACTIONS OF ANY OF THEM RELATING THERETO. 13.7. SECTIONS AND SECTION HEADINGS. The headings of sections and subsections are for reference only and shall not limit or control the meaning thereof. 13.8. ASSIGNS. This Agreement, the Development Agreement and the other Related Agreements shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors and permitted assigns. Neither this Agreement and the Related Agreements nor the obligations of any party hereunder or thereunder shall be assignable or transferable by such party without the prior written consent of the other party hereto or thereto. 13.9. NO IMPLIED RIGHTS OR REMEDIES. Except as otherwise expressly provided herein, nothing herein expressed or implied is intended or shall be construed to confer upon or to give any Person, except the parties and their respective successors, if any, hereto, any rights or remedies under or by reason of this Agreement. 13.10. COUNTERPARTS. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 13.11. CONSTRUCTION. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rule of strict construction will be applied against any party. 13.12. SEVERABILITY. The invalidity or unenforceability of any particular provision of this Agreement or any Related Agreement shall not affect the other provisions hereof or thereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provision was omitted. 13.13. SURVIVAL. The representations and warranties of each of the Partnership and Contributor contained in this Agreement or otherwise made in writing in connection with the transactions contemplated hereby shall survive the Final Closing and the consummation of the transactions contemplated hereby until the third anniversary of the Final Closing Date.

IN WITNESS WHEREOF, and intending to be legally bound hereby, the parties hereto have caused this Agreement to be duly executed and delivered as a sealed instrument as of the date and year first above written. DST SYSTEMS, INC.
By: /s/ Thomas A. McCullough ----------------------------------Name: Thomas A. McCullough Title: Executive Vice President

BOSTON EQUISERVE LIMITED PARTNERSHIP
By: /s/ Joseph L. Hooley ----------------------------------Name: Joseph L. Hooley Title: Chairman of the Board

Exhibit 10.8 FAIRWAY SYSTEM

IN WITNESS WHEREOF, and intending to be legally bound hereby, the parties hereto have caused this Agreement to be duly executed and delivered as a sealed instrument as of the date and year first above written. DST SYSTEMS, INC.
By: /s/ Thomas A. McCullough ----------------------------------Name: Thomas A. McCullough Title: Executive Vice President

BOSTON EQUISERVE LIMITED PARTNERSHIP
By: /s/ Joseph L. Hooley ----------------------------------Name: Joseph L. Hooley Title: Chairman of the Board

Exhibit 10.8 FAIRWAY SYSTEM SOFTWARE DEVELOPMENT AGREEMENT This Software Development Agreement ("Agreement") is made as of this 30th day of November, 1998, by and between DST SYSTEMS, INC., a Delaware corporation with offices located at 333 West 11th Street, 5th Floor, Kansas City, Missouri 64105 ("DST"), and Boston EquiServe Limited Partnership, a Delaware limited partnership with offices located at 150 Royall Street, Canton, Massachusetts 02021 (the "Partnership"). WHEREAS, DST is developing proprietary software known as the "Fairway System" (the "System") for use by the Partnership in its "Shareholder Services Business" as defined in the Contribution Agreement being entered between the parties hereto and others simultaneously herewith ("Contribution Agreement"); WHEREAS, DST agrees to complete the development of the System in accordance with the terms of this Agreement; WHEREAS, pursuant to the Contribution Agreement, all rights in the System will be contributed to the Partnership following acceptance of the System by the Partnership in exchange for a limited and general partnership interest in the Partnership to be granted to DST as provided in the Contribution Agreement; NOW, THEREFORE, DST and the Partnership do hereby agree as follows: 1. DEFINED TERMS. Acceptance Certificate: Paragraph 13(e); Acceptance Cure Period: Paragraph 15(c)(ii); Acceptance Date: Paragraph 13(a); Acceptance Testing: Paragraph 13(b); Acceptance Testing Procedures: Paragraph 14; Amended Partnership Agreement: Paragraph 16(a); Approved Change: Paragraph 7(a); Approved Clarification: Paragraph 8; Arbitrator: Paragraph 22(c); Business Day: Paragraph 8(a); Change: Paragraph 7(a); Change Control Manager; Paragraph 7(a); Change Control Procedure: Paragraph 7; Clarification: Paragraph 7(a)(i); Clarification Procedures: Paragraph 8; Contribution Agreement: Recitals; Corrective Modifications: Paragraph 7 (a)(ii); Corrective Modification Procedures: Paragraph 9; Data Processing Agreement: Paragraph 11(a); Delivery Cure Period: Paragraph 15(c)(i); Delivery Dates: Paragraph 13(a); Development Conventions: Paragraph 2(b) (v);

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Exhibit 10.8 FAIRWAY SYSTEM SOFTWARE DEVELOPMENT AGREEMENT This Software Development Agreement ("Agreement") is made as of this 30th day of November, 1998, by and between DST SYSTEMS, INC., a Delaware corporation with offices located at 333 West 11th Street, 5th Floor, Kansas City, Missouri 64105 ("DST"), and Boston EquiServe Limited Partnership, a Delaware limited partnership with offices located at 150 Royall Street, Canton, Massachusetts 02021 (the "Partnership"). WHEREAS, DST is developing proprietary software known as the "Fairway System" (the "System") for use by the Partnership in its "Shareholder Services Business" as defined in the Contribution Agreement being entered between the parties hereto and others simultaneously herewith ("Contribution Agreement"); WHEREAS, DST agrees to complete the development of the System in accordance with the terms of this Agreement; WHEREAS, pursuant to the Contribution Agreement, all rights in the System will be contributed to the Partnership following acceptance of the System by the Partnership in exchange for a limited and general partnership interest in the Partnership to be granted to DST as provided in the Contribution Agreement; NOW, THEREFORE, DST and the Partnership do hereby agree as follows: 1. DEFINED TERMS. Acceptance Certificate: Paragraph 13(e); Acceptance Cure Period: Paragraph 15(c)(ii); Acceptance Date: Paragraph 13(a); Acceptance Testing: Paragraph 13(b); Acceptance Testing Procedures: Paragraph 14; Amended Partnership Agreement: Paragraph 16(a); Approved Change: Paragraph 7(a); Approved Clarification: Paragraph 8; Arbitrator: Paragraph 22(c); Business Day: Paragraph 8(a); Change: Paragraph 7(a); Change Control Manager; Paragraph 7(a); Change Control Procedure: Paragraph 7; Clarification: Paragraph 7(a)(i); Clarification Procedures: Paragraph 8; Contribution Agreement: Recitals; Corrective Modifications: Paragraph 7 (a)(ii); Corrective Modification Procedures: Paragraph 9; Data Processing Agreement: Paragraph 11(a); Delivery Cure Period: Paragraph 15(c)(i); Delivery Dates: Paragraph 13(a); Development Conventions: Paragraph 2(b) (v);

2 Dispute Resolution Procedures: Paragraph 22; DST Item: Paragraph 20(a); Enhancement: Paragraph 7(a)(iii); Estimated Function: Paragraph 11; Executable Program: Paragraph 15(d)(i); FCNC: Paragraph 11(a); Final Acceptance: Paragraph 15(b); Final Acceptance Date: Paragraph 13(a); Function: Paragraph 2(b)(i); Functionality: Paragraph 2(b)(i); Functionality Testing: Paragraph 14(a)(i); Hardware Requirements: Paragraph 2 (b)(ii); Herein: Paragraph 24(e); Hereinafter: Paragraph 24(e); Hereof: Paragraph 24(e); Hereunder: Paragraph 24(e); Including: Paragraph 24(e); Interim Acceptance: Paragraph 15(a); Indemnitees: Paragraph 20(c); Indemnitor: Paragraph 20(c); Level One Problem: Paragraph 9(b)(i); Level Two Problem: Paragraph 9(b)(ii); Level Three Problem: Paragraph 9(b)(iii); Maintenance Documentation: Paragraph 15(d)(iii); Maintenance Tools: Paragraph 15(d)(iv); Model Office: Paragraph 12(b); Partnership Indemnitees: Paragraph 20(a); Performance Metrics: Paragraph 9 (b)(i); Problem: Paragraph 7(a)(ii); Problem Tracking System: Paragraph 9(a); Project Control Books: Paragraph 2(c); Project Representatives: Paragraph 22(b); PTS: Paragraph 9(a); Regression Testing: Paragraph 14(a)(iii); Releases: Paragraph 2(a); Retained Rights: Paragraph 16(a) Remote Service Agreement: Paragraph 6; Shareholder Services Business: Recitals; Scope Documents: Paragraph 2(b)(i); Software Requirements: Paragraph 2(b)(iii); Source Code: Paragraph 15(d)(v); Specifications: Paragraph 2(b) (v); Stress Testing: Paragraph 14(a)(ii); System: Recitals; Third Party Software: Paragraph 11; Third Party Fees: Paragraph 11; User Documentation: Paragraph 15(d)(ii); Weekly Schedule: Paragraph 9(a).

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2 Dispute Resolution Procedures: Paragraph 22; DST Item: Paragraph 20(a); Enhancement: Paragraph 7(a)(iii); Estimated Function: Paragraph 11; Executable Program: Paragraph 15(d)(i); FCNC: Paragraph 11(a); Final Acceptance: Paragraph 15(b); Final Acceptance Date: Paragraph 13(a); Function: Paragraph 2(b)(i); Functionality: Paragraph 2(b)(i); Functionality Testing: Paragraph 14(a)(i); Hardware Requirements: Paragraph 2 (b)(ii); Herein: Paragraph 24(e); Hereinafter: Paragraph 24(e); Hereof: Paragraph 24(e); Hereunder: Paragraph 24(e); Including: Paragraph 24(e); Interim Acceptance: Paragraph 15(a); Indemnitees: Paragraph 20(c); Indemnitor: Paragraph 20(c); Level One Problem: Paragraph 9(b)(i); Level Two Problem: Paragraph 9(b)(ii); Level Three Problem: Paragraph 9(b)(iii); Maintenance Documentation: Paragraph 15(d)(iii); Maintenance Tools: Paragraph 15(d)(iv); Model Office: Paragraph 12(b); Partnership Indemnitees: Paragraph 20(a); Performance Metrics: Paragraph 9 (b)(i); Problem: Paragraph 7(a)(ii); Problem Tracking System: Paragraph 9(a); Project Control Books: Paragraph 2(c); Project Representatives: Paragraph 22(b); PTS: Paragraph 9(a); Regression Testing: Paragraph 14(a)(iii); Releases: Paragraph 2(a); Retained Rights: Paragraph 16(a) Remote Service Agreement: Paragraph 6; Shareholder Services Business: Recitals; Scope Documents: Paragraph 2(b)(i); Software Requirements: Paragraph 2(b)(iii); Source Code: Paragraph 15(d)(v); Specifications: Paragraph 2(b) (v); Stress Testing: Paragraph 14(a)(ii); System: Recitals; Third Party Software: Paragraph 11; Third Party Fees: Paragraph 11; User Documentation: Paragraph 15(d)(ii); Weekly Schedule: Paragraph 9(a).

3 2. DEVELOPMENT OF THE SYSTEM. (a) SYSTEM; RELEASES. DST shall complete the design and development of the System in accordance with the Functionality described below. All costs and expenses of the design and development of the System shall be borne by DST unless otherwise provided in this Agreement. The System will be developed and delivered in phases (the "Releases"), identified as Releases 1.1, 1.2, 1.2.5, 1.3 and 1.3.5. Release 1.1 has been delivered to the Partnership and has met the criteria for Interim Acceptance, subject only to the obligation of DST to correct Level One Problems which arise during Regression Testing which were not detected during Acceptance Testing of Release 1.1. Release 1.2 has been delivered to the Partnership. Releases 1.2.5, 1.3 and 1.3.5 will be delivered in accordance with the Delivery Dates for those Releases. Each Release will be contributed to the Partnership in exchange for the Partnership interests described in the Contribution Agreement. (b) SPECIFICATIONS. (i) FUNCTIONALITY. The functional specifications for each of the Releases (the "Functionality") are attached hereto as Exhibit A. Further details and descriptions of the individual components of the Functionality (each, a "Function") may be more fully described in "Scope Documents" to be agreed upon by the parties using the procedures described in Paragraph 8. (ii) HARDWARE REQUIREMENTS. The hardware configuration requirements of the System for the workstation and application servers through Release 1.3.5 (the "Hardware Requirements") are attached hereto as Exhibit B. The Partnership will pay for the cost of all Hardware Requirements. The Hardware Requirements are subject to any changes which may be agreed upon by the parties and included in the Project Control Books during the development process pursuant to the Change Control Procedure described in Paragraphs 7 through 10 hereof. Modifications to the Hardware Requirements or other Specifications required by changes to hardware and operating systems made by the suppliers of such hardware and operating systems shall be treated as Enhancements. (iii) SOFTWARE REQUIREMENTS. The third party software and DST software products required either for incorporation into the System through Release 1.3.5 or for operation of the System through Release 1.3.5 on the workstation and application servers (collectively, the "Software Requirements") are attached hereto as Exhibit C. The Partnership will pay or reimburse DST for the cost of all license fees, maintenance and support fees for the Software Requirements. All Software Requirements for which, to the knowledge of DST, the Partnership shall or may be responsible for payment of a fee as a

3 2. DEVELOPMENT OF THE SYSTEM. (a) SYSTEM; RELEASES. DST shall complete the design and development of the System in accordance with the Functionality described below. All costs and expenses of the design and development of the System shall be borne by DST unless otherwise provided in this Agreement. The System will be developed and delivered in phases (the "Releases"), identified as Releases 1.1, 1.2, 1.2.5, 1.3 and 1.3.5. Release 1.1 has been delivered to the Partnership and has met the criteria for Interim Acceptance, subject only to the obligation of DST to correct Level One Problems which arise during Regression Testing which were not detected during Acceptance Testing of Release 1.1. Release 1.2 has been delivered to the Partnership. Releases 1.2.5, 1.3 and 1.3.5 will be delivered in accordance with the Delivery Dates for those Releases. Each Release will be contributed to the Partnership in exchange for the Partnership interests described in the Contribution Agreement. (b) SPECIFICATIONS. (i) FUNCTIONALITY. The functional specifications for each of the Releases (the "Functionality") are attached hereto as Exhibit A. Further details and descriptions of the individual components of the Functionality (each, a "Function") may be more fully described in "Scope Documents" to be agreed upon by the parties using the procedures described in Paragraph 8. (ii) HARDWARE REQUIREMENTS. The hardware configuration requirements of the System for the workstation and application servers through Release 1.3.5 (the "Hardware Requirements") are attached hereto as Exhibit B. The Partnership will pay for the cost of all Hardware Requirements. The Hardware Requirements are subject to any changes which may be agreed upon by the parties and included in the Project Control Books during the development process pursuant to the Change Control Procedure described in Paragraphs 7 through 10 hereof. Modifications to the Hardware Requirements or other Specifications required by changes to hardware and operating systems made by the suppliers of such hardware and operating systems shall be treated as Enhancements. (iii) SOFTWARE REQUIREMENTS. The third party software and DST software products required either for incorporation into the System through Release 1.3.5 or for operation of the System through Release 1.3.5 on the workstation and application servers (collectively, the "Software Requirements") are attached hereto as Exhibit C. The Partnership will pay or reimburse DST for the cost of all license fees, maintenance and support fees for the Software Requirements. All Software Requirements for which, to the knowledge of DST, the Partnership shall or may be responsible for payment of a fee as a

4 condition to its use of the System are listed on Exhibit C; provided, that the Software Requirements and Exhibit C are subject to modification based on (A) additional Functionalities of the System identified in the course of development; (B) Approved Changes identified pursuant to the Change Control Procedure described in Paragraphs 7 through 10 hereof; (C) changes to maintenance fees, support fees or license fees by providers of the Software Requirements; (D) changes to the, functionality, specifications or support of the software included in the Software Requirements, or new releases or replacement products for such software; or (E) changes to the Partnership organization or ownership that may cause additional fees to be due. Modifications to the Software Requirements or other Specifications required by items (A)-(E) in the preceding sentence shall be treated as Enhancements. Except for any fees for the Software Requirements, including any modifications thereof described in this paragraph, and any other fees expressly set forth in this Agreement and in Section 4.13 of the Contribution Agreement (with respect to portions of the System not covered by the Software Requirements), no additional fees of any nature shall be due to or assessed by DST in respect of this Agreement; provided, that (i) the direct and indirect ownership of DST in the Partnership, in the aggregate, does not fall below 20% (PROVIDED, HOWEVER, that transfers by DST of its interest in the Partnership shall not be included within this clause (i)); and (ii) the System and the software included in the Software Requirements are used solely by the Partnership. Except as described above and in Section 4.13 of the Contribution Agreement, DST will not incur any additional third party software fees without the Partnership's consent, which will not be unreasonably withheld. DST will make a reasonable effort to work with the Partnership to minimize the third party license and maintenance fees necessary for the Software Requirements following Contribution; provided, that actions taken to minimize such

4 condition to its use of the System are listed on Exhibit C; provided, that the Software Requirements and Exhibit C are subject to modification based on (A) additional Functionalities of the System identified in the course of development; (B) Approved Changes identified pursuant to the Change Control Procedure described in Paragraphs 7 through 10 hereof; (C) changes to maintenance fees, support fees or license fees by providers of the Software Requirements; (D) changes to the, functionality, specifications or support of the software included in the Software Requirements, or new releases or replacement products for such software; or (E) changes to the Partnership organization or ownership that may cause additional fees to be due. Modifications to the Software Requirements or other Specifications required by items (A)-(E) in the preceding sentence shall be treated as Enhancements. Except for any fees for the Software Requirements, including any modifications thereof described in this paragraph, and any other fees expressly set forth in this Agreement and in Section 4.13 of the Contribution Agreement (with respect to portions of the System not covered by the Software Requirements), no additional fees of any nature shall be due to or assessed by DST in respect of this Agreement; provided, that (i) the direct and indirect ownership of DST in the Partnership, in the aggregate, does not fall below 20% (PROVIDED, HOWEVER, that transfers by DST of its interest in the Partnership shall not be included within this clause (i)); and (ii) the System and the software included in the Software Requirements are used solely by the Partnership. Except as described above and in Section 4.13 of the Contribution Agreement, DST will not incur any additional third party software fees without the Partnership's consent, which will not be unreasonably withheld. DST will make a reasonable effort to work with the Partnership to minimize the third party license and maintenance fees necessary for the Software Requirements following Contribution; provided, that actions taken to minimize such costs shall not (i) subject DST to loss of any rights to use any third party software; (ii) cause DST to incur any penalties or costs; or (iii) relieve the Partnership of its responsibility for third party fees as described herein and in the Contribution Agreement. The Partnership shall receive DST's most favorable customer rates for any proprietary DST software in the Software Requirements; provided, that the Partnership has licensed use of such software for at least as many workstations as other DST customers who receive such rates. (iv) COMMUNICATIONS. The Partnership shall be responsible for the communications requirements, including the selection of carriers, for the System. The Partnership will provide to DST the Partnership's specifications for communications lines and will identify to DST the carriers which the Partnership proposes to engage to provide communications lines, each of which must, in the reasonable judgment of DST, be compatible with the Hardware Requirements, the Performance Metrics and the Software Requirements. The communications requirements shall not be deemed part of the Hardware Requirements. (v) SPECIFICATIONS. The Functionality, Hardware Requirements and Software Requirements constitute the complete description of the requirements for each Release of the System and shall be referred to herein as the "Specifications." Exhibit I describes the conventions that DST is following to develop the System with respect to (a) size limitations for data fields, (b) capacity limitations and (c) functional limitations (collectively, the "Development Conventions"). If any Problem identified in the course of Acceptance Testing is attributable to a failure of DST to follow the Development Conventions, then DST shall be responsible for resolving such Problem at

5 its expense. If any such Problem is due to an Enhancement requested by the Partnership, then the costs associated with resolving such Problem shall be borne by the Partnership and such actions shall be treated as an Enhancement. Any modifications to the Development Conventions or modifications to the Specifications on the System which arise from modifications to the Development Conventions, shall be treated as an Enhancement. The Development Conventions are part of the Specifications. (c) PROJECT CONTROL BOOK. DST will create and maintain a Project Control Book for each Release which contains all the Specifications for that Release, including all Scope Documents agreed upon by the parties for any Function. The Partnership will be provided with a current copy of the Project Control Book for each Release. All Scope Documents, additional Hardware Requirements, additional Software Requirements and any other modifications to the Specifications made pursuant to the Change Control Procedure shall be deemed to be part of the Specifications only upon their inclusion in the Project Control Book. The Project Control Book may be modified during development of the System only through the Change Control Procedure. DST will provide the

5 its expense. If any such Problem is due to an Enhancement requested by the Partnership, then the costs associated with resolving such Problem shall be borne by the Partnership and such actions shall be treated as an Enhancement. Any modifications to the Development Conventions or modifications to the Specifications on the System which arise from modifications to the Development Conventions, shall be treated as an Enhancement. The Development Conventions are part of the Specifications. (c) PROJECT CONTROL BOOK. DST will create and maintain a Project Control Book for each Release which contains all the Specifications for that Release, including all Scope Documents agreed upon by the parties for any Function. The Partnership will be provided with a current copy of the Project Control Book for each Release. All Scope Documents, additional Hardware Requirements, additional Software Requirements and any other modifications to the Specifications made pursuant to the Change Control Procedure shall be deemed to be part of the Specifications only upon their inclusion in the Project Control Book. The Project Control Book may be modified during development of the System only through the Change Control Procedure. DST will provide the Partnership with copies of all modifications to the Project Control Book. 3. PROJECT REPRESENTATIVES. Each party shall designate a Project Representative to be the main contact for that party concerning performance by each party of its obligations under this Agreement. The Project Representative for each party will maintain its Project Control Book. Either party may change its Project Representative upon prior written notice to the other party. 4. DELIVERY OF FUNCTIONALITY. DST will endeavor to deliver individual Functions of each Release prior to the Delivery Date of the Release, and the Partnership will endeavor to begin Acceptance Testing of individual delivered Functions, to the extent practicable, as early as practicable prior to delivery of the full Release; provided, that the Partnership shall make decisions with respect to Acceptance Testing of individual Functions by reference to its ability to perform meaningful testing of such Functions and the System. From time to time during development of each Release, DST will provide the Partnership with its projected delivery dates for individual Functions prior to the Delivery Dates for the respective Releases in order to facilitate Acceptance Testing of individual Functions. The Delivery Dates for each Release shall be the only delivery dates binding on DST. 5. EXCLUSIVE USE OF SYSTEM. During the planning and development of the System through Final Acceptance, DST shall make the System available for the exclusive use of the Partnership, subject to the DST rights set forth in Section 2.2 of the Contribution Agreement.

6 6. OPERATION AND SUPPORT OF THE SYSTEM BY DST PRIOR TO FINAL ACCEPTANCE. Functions or Releases which are placed into production pursuant to Paragraph 13(f) prior to transfer of ownership of such Functions or Releases to the Partnership pursuant to the Contribution Agreement, shall be operated and supported by DST for the Partnership pursuant to the Fairway System Remote Service Agreement, dated concurrently herewith, between DST and the Partnership (the "Remote Service Agreement"). 7. CHANGE CONTROL PROCEDURES. (a) IDENTIFICATION OF CHANGES. DST and the Partnership shall each designate a Change Control Manager for their respective organizations. From time to time, either DST or the Partnership may propose changes to the Specifications (each a "Change") by completing one of the forms described below and giving it to the Change Control Manager of the other party. The parties shall designate by mutual agreement each proposed Change as a Clarification, Corrective Modification or Enhancement, as described below. In the event that the parties are not able to agree upon the classification of any proposed Change, either party may refer the matter to the Dispute Resolution Procedures. Neither party will obtain any benefits or obligations of any Change until such Change is approved by each party in accordance with the procedures specified in Paragraphs 7 through 10 hereof or as determined by the Dispute Resolution Procedures (an "Approved Change"). (i) CLARIFICATIONS. A Clarification is a Change which requires a revision of the Specifications which shall be developed through the Clarification Procedures pursuant to Paragraph 8.

6 6. OPERATION AND SUPPORT OF THE SYSTEM BY DST PRIOR TO FINAL ACCEPTANCE. Functions or Releases which are placed into production pursuant to Paragraph 13(f) prior to transfer of ownership of such Functions or Releases to the Partnership pursuant to the Contribution Agreement, shall be operated and supported by DST for the Partnership pursuant to the Fairway System Remote Service Agreement, dated concurrently herewith, between DST and the Partnership (the "Remote Service Agreement"). 7. CHANGE CONTROL PROCEDURES. (a) IDENTIFICATION OF CHANGES. DST and the Partnership shall each designate a Change Control Manager for their respective organizations. From time to time, either DST or the Partnership may propose changes to the Specifications (each a "Change") by completing one of the forms described below and giving it to the Change Control Manager of the other party. The parties shall designate by mutual agreement each proposed Change as a Clarification, Corrective Modification or Enhancement, as described below. In the event that the parties are not able to agree upon the classification of any proposed Change, either party may refer the matter to the Dispute Resolution Procedures. Neither party will obtain any benefits or obligations of any Change until such Change is approved by each party in accordance with the procedures specified in Paragraphs 7 through 10 hereof or as determined by the Dispute Resolution Procedures (an "Approved Change"). (i) CLARIFICATIONS. A Clarification is a Change which requires a revision of the Specifications which shall be developed through the Clarification Procedures pursuant to Paragraph 8. (ii) CORRECTIVE MODIFICATIONS. A Corrective Modification is a fix of a defect, error, bug or problem in the System which causes the System to fail to conform to the Specifications ("Problem") identified as a Level One or Level Two Problem during either the development process or Acceptance Testing and addressed through the Problem Tracking System pursuant to Paragraph 9. (iii) ENHANCEMENTS. An Enhancement is a function outside the scope of the Specifications beneficial to the operation of the System, or any other change designated as an Enhancement in this Agreement, addressed through the Enhancement procedures pursuant to Paragraph 10. (b) INCORPORATION OF APPROVED CHANGES. Approved Changes shall be included within the relevant Scope Document or shall be the subject of a separate Scope Document, as applicable, and shall be included in the Project Control Book as part of the Specifications. Approved Changes will be incorporated into then current development efforts or deferred to later development work in accordance with the schedule agreed upon for each Approved Change. No Approved Change shall extend the Delivery Date or Acceptance Date for any Release unless such extension has been agreed to by the parties or required by the Arbitrator as provided herein. (c) SOLE RIGHT TO DEVELOP. No person or entity other than DST will be permitted to develop any aspect of or modification or enhancement to the System prior to Final Acceptance of all Releases which DST is obligated to deliver pursuant to this

7 Agreement without the prior written consent and direction of DST, except as provided in Paragraph 15(c). 8. CLARIFICATION PROCEDURES. (a) SCOPE DOCUMENT PROCEDURES. Scope Documents will be prepared by the parties, and revised periodically, to further define and clarify portions of Functionality to be included in each Release. Each Scope Document will consist of an overview of the Functionality covered by the Scope Document, a list of use cases, assumptions, exclusions and issues. Following an internal review by DST a copy of the proposed Scope Document will be forwarded to the Partnership for its review. The Partnership will review the proposed Scope Document and deliver any proposed corrections, modifications or comments, in writing, to the Change Control Manager at DST within two (2) weeks after receipt of the proposed Scope Document by the Partnership. Within two (2) weeks after receipt by DST of written comments on the Scope Document from the Partnership, DST will

7 Agreement without the prior written consent and direction of DST, except as provided in Paragraph 15(c). 8. CLARIFICATION PROCEDURES. (a) SCOPE DOCUMENT PROCEDURES. Scope Documents will be prepared by the parties, and revised periodically, to further define and clarify portions of Functionality to be included in each Release. Each Scope Document will consist of an overview of the Functionality covered by the Scope Document, a list of use cases, assumptions, exclusions and issues. Following an internal review by DST a copy of the proposed Scope Document will be forwarded to the Partnership for its review. The Partnership will review the proposed Scope Document and deliver any proposed corrections, modifications or comments, in writing, to the Change Control Manager at DST within two (2) weeks after receipt of the proposed Scope Document by the Partnership. Within two (2) weeks after receipt by DST of written comments on the Scope Document from the Partnership, DST will prepare a revised Scope Document and return it to the Partnership. Within two (2) weeks after receipt of the revised Scope Document, the Partnership will prepare and forward to DST any proposed revisions to the Scope Document. During the periods referred to above, the parties will cooperate with each other in good faith to resolve questions which need to be resolved to interpret, respond to and finalize each Scope Document. Within five business days after receipt from the Partnership of any proposed final revisions to the Scope Document, DST will notify the Partnership of its acceptance or rejection of such proposed revisions. If the parties cannot agree upon the final terms of the Scope Document, then the matter shall be referred to arbitration in accordance with the Dispute Resolution Procedures. As used herein, "business day" means any day other than (i) a Saturday or Sunday, or (ii) a day on which state or national banking institutions are authorized or obligated by law to remain closed in the States of Illinois, Massachusetts, Missouri or Kansas. (b) CLARIFICATIONS OTHER THAN SCOPE DOCUMENTS. Either party may propose a Clarification other than a Scope Document by completing a Change Control Form in the form attached hereto as Exhibit D, delivering it to the Change Control Manager of the other party and complying with this Paragraph. Within seven (7) days after identification of a Change as a Clarification, DST will submit a Clarification proposal to the Partnership in writing, which proposal shall include the estimated delivery date of the Clarification and any anticipated impact of the proposed Clarification on the relevant Functions, Releases or Delivery Dates. The Partnership shall respond to the Clarification proposal in writing within seven (7) days after receipt, indicating its approval of the Clarification proposal or its request for revisions of the Clarification proposal. DST will

8 reply to any requested revisions in the Clarification proposal in writing within seven (7) days after receipt of the Partnership's comments. DST will undertake Approved Clarifications at its expense. If the parties cannot agree on a Clarification proposal within fourteen (14) days after DST's submission of the Clarification proposal to the Partnership, either party may refer the matter to the Dispute Resolution Procedures. DST will document the reasons for rejection of any Clarification. Failure of the Partnership to accept a Clarification proposal within the time provided shall be deemed to be rejection of such proposal. 9. CORRECTIVE MODIFICATION PROCEDURES. (a) PROBLEM TRACKING SYSTEM. If the Partnership identifies a Problem before or during the Acceptance Testing Procedures, it will notify DST of the Problem by entering the appropriate information into the DST Problem Tracking System ("PTS"), to which both parties will have electronic access. A screen print from the PTS relating to Problem reporting is attached hereto as Exhibit E. DST shall also notify the Partnership of Problems it identifies by entering them into the PTS. (b) CLASSIFICATION. DST will classify each Problem in accordance with its severity: (i) LEVEL ONE. A Level One Problem is a single Problem which deprives, or more than one related Problems which together deprive, the System of any material Function or materially interferes with the achievement of one or more Performance Metrics (as defined in Exhibit F) and which can be repeated by the Partnership in the course of operation of the System in accordance with the Specifications. DST is obligated to correct Level One Problems at its expense. A Level One Problem may preclude Interim Acceptance or Final Acceptance until

8 reply to any requested revisions in the Clarification proposal in writing within seven (7) days after receipt of the Partnership's comments. DST will undertake Approved Clarifications at its expense. If the parties cannot agree on a Clarification proposal within fourteen (14) days after DST's submission of the Clarification proposal to the Partnership, either party may refer the matter to the Dispute Resolution Procedures. DST will document the reasons for rejection of any Clarification. Failure of the Partnership to accept a Clarification proposal within the time provided shall be deemed to be rejection of such proposal. 9. CORRECTIVE MODIFICATION PROCEDURES. (a) PROBLEM TRACKING SYSTEM. If the Partnership identifies a Problem before or during the Acceptance Testing Procedures, it will notify DST of the Problem by entering the appropriate information into the DST Problem Tracking System ("PTS"), to which both parties will have electronic access. A screen print from the PTS relating to Problem reporting is attached hereto as Exhibit E. DST shall also notify the Partnership of Problems it identifies by entering them into the PTS. (b) CLASSIFICATION. DST will classify each Problem in accordance with its severity: (i) LEVEL ONE. A Level One Problem is a single Problem which deprives, or more than one related Problems which together deprive, the System of any material Function or materially interferes with the achievement of one or more Performance Metrics (as defined in Exhibit F) and which can be repeated by the Partnership in the course of operation of the System in accordance with the Specifications. DST is obligated to correct Level One Problems at its expense. A Level One Problem may preclude Interim Acceptance or Final Acceptance until corrected. (ii) LEVEL TWO. A Level Two Problem is a Problem which deprives the System of any non-material Function or lowers the level of System performance, without depriving the System of any material Function or materially interfering with the achievement of one or more Performance Metrics, and which can be repeated by the Partnership in the course of operation of the System in accordance with the Specifications. DST may implement a workaround for Level Two Problems until a permanent Corrective Modification can be developed. DST is obligated to correct Level Two Problems at its expense. A Level Two Problem will not delay Interim Acceptance or Final Acceptance, but DST is obligated to address any remaining Level Two Problems through Corrective Modifications after Final Acceptance. (iii) LEVEL THREE. A Level Three Problem is a Problem having no material affect on System Functionality or performance and which is minor and generally is cosmetic, including minor or cosmetic Documentation issues. DST is not obligated to correct Level Three Problems. Level Three Problems will not delay Interim Acceptance or Final Acceptance. The Partnership will be responsible for correction of Level Three Problems using its internal support staff at its expense. (iv) DISPUTES. Upon notice from the Partnership of a claimed Problem, DST and the Partnership will cooperate with each other to determine whether a Problem exists and, if so, whether it is a Level One, Level Two or Level Three Problem. If the parties dispute the existence or classification of a Problem, such dispute will be

9 resolved through the Dispute Resolution Procedures. (c) PROPOSED CORRECTIVE MODIFICATIONS. (i) LEVEL ONE PROBLEMS. If a Problem is classified as a Level One Problem prior to the Delivery Date for a Release, DST will implement a fix or remedy for the Level One Problem as soon as practicable prior to the Delivery Date for that Release. If the fix or remedy requires a Corrective Modification, then DST will (A) estimate the timing for delivery of the Corrective Modification; and (B) describe the impact of the proposed Corrective Modification on the relevant Specifications or Delivery Dates and any Clarifications necessitated by the Problem or Corrective Modification. For Level One Problems classified during the Acceptance Testing

9 resolved through the Dispute Resolution Procedures. (c) PROPOSED CORRECTIVE MODIFICATIONS. (i) LEVEL ONE PROBLEMS. If a Problem is classified as a Level One Problem prior to the Delivery Date for a Release, DST will implement a fix or remedy for the Level One Problem as soon as practicable prior to the Delivery Date for that Release. If the fix or remedy requires a Corrective Modification, then DST will (A) estimate the timing for delivery of the Corrective Modification; and (B) describe the impact of the proposed Corrective Modification on the relevant Specifications or Delivery Dates and any Clarifications necessitated by the Problem or Corrective Modification. For Level One Problems classified during the Acceptance Testing Procedures for a Release, DST will fix the Level One Problems which require Corrective Modifications, and deliver such Corrective Modifications within the time set forth in the Acceptance Testing Procedures. (ii) LEVEL TWO PROBLEMS. If a Problem is classified as a Level Two Problem at any time prior to Acceptance, DST will implement a Corrective Modification as soon as practicable at DST's expense and will provide the Partnership with notice describing: (A) an estimate of the timing for delivery of the proposed Corrective Modification; and (B) a description of any related Clarification proposed by DST. For Level Two Problems identified during the Acceptance Testing of a Release, DST shall correct such Level Two Problems at its expense, but such Level Two Problems will not delay Interim Acceptance or Final Acceptance. 10. ENHANCEMENT PROCEDURES. (a) PROPOSED ENHANCEMENTS. As soon as practicable after classification of a proposed Change as an Enhancement, DST shall notify the Partnership in writing whether it will undertake the Enhancement and, if so, will provide the Partnership with a good faith estimate of the cost and estimated timing of completion of the Enhancement, and any impact that development of the Enhancement Proposal may have on any relevant Specifications or Delivery Dates. All Scope Documents and requirements for Enhancements shall be separately included in the Project Control Book but shall not be included in the Specifications and shall not be subject to Acceptance Testing. The parties will enter into separate acceptance testing and scheduling of the development of individual Enhancements. (b) APPROVAL OF ENHANCEMENT PROPOSALS. As soon as practicable after receipt of a proposal for an Enhancement, the Partnership will notify DST in writing of its approval of such Enhancement proposal or its request for revisions of the Enhancement proposal. DST will reply to any requested revisions in writing as soon as

10 practicable after receipt of the Partnership's comments. If the Partnership declines DST's proposal or revised proposal, DST shall have no further obligation regarding that Enhancement proposal or revised proposal. Failure of the Partnership to accept an Enhancement within ten (10) days after receipt of notice from DST that a response is due shall be deemed to be rejection of such proposal. (c) REGULATORY CHANGES. Changes in the Specifications for the System based on changes in laws, regulations or standard industry procedures shall be treated as Enhancements. 11. OBLIGATIONS WITH RESPECT TO CERTAIN FUNCTIONALITY. (a) With respect to the three (3) items of Functionality described on Exhibit A as Dividend Reinvestment, Employee Plans and Open Enrollment, the Partnership agrees to pay a portion of DST's development costs under the following circumstances. DST will be responsible for development of these three items of Functionality up to a combined total of 40,000 hours of development time. If any development time in excess of 40,000 hours is required to complete development of these three items of Functionality, the Partnership will pay DST for onehalf of such excess development hours at DST's standard rates. The Partnership may pay for its share of such excess development hours by deducting the number of hours representing its share of the excess hours from the total number of hours of development time provided by DST to the Partnership pursuant to Paragraph 1.03 of the Fairway System Data Processing Agreement ("Data Processing Agreement") between DST and the

10 practicable after receipt of the Partnership's comments. If the Partnership declines DST's proposal or revised proposal, DST shall have no further obligation regarding that Enhancement proposal or revised proposal. Failure of the Partnership to accept an Enhancement within ten (10) days after receipt of notice from DST that a response is due shall be deemed to be rejection of such proposal. (c) REGULATORY CHANGES. Changes in the Specifications for the System based on changes in laws, regulations or standard industry procedures shall be treated as Enhancements. 11. OBLIGATIONS WITH RESPECT TO CERTAIN FUNCTIONALITY. (a) With respect to the three (3) items of Functionality described on Exhibit A as Dividend Reinvestment, Employee Plans and Open Enrollment, the Partnership agrees to pay a portion of DST's development costs under the following circumstances. DST will be responsible for development of these three items of Functionality up to a combined total of 40,000 hours of development time. If any development time in excess of 40,000 hours is required to complete development of these three items of Functionality, the Partnership will pay DST for onehalf of such excess development hours at DST's standard rates. The Partnership may pay for its share of such excess development hours by deducting the number of hours representing its share of the excess hours from the total number of hours of development time provided by DST to the Partnership pursuant to Paragraph 1.03 of the Fairway System Data Processing Agreement ("Data Processing Agreement") between DST and the Partnership being entered simultaneously herewith. (b) DST shall account for the time it expends in the delivery of the development services described in (a) above in a manner consistent with DST's regular business practices. DST shall maintain records sufficient to document the development services performed for the Partnership pursuant to this Paragraph 11 (and Paragraph 1.03 of the Data Processing Agreement), including the time expended in delivering such services during the term of this Agreement and for a period of two (2) years after expiration or termination of this Agreement. Upon reasonable advance notice from the Partnership, DST shall provide the Partnership and its designees with reasonable access to such records during DST's regular business hours. Any dispute between the parties with respect to the delivery of such development services shall be resolved using the Dispute Resolution Procedures. 12. PREPARATION FOR ACCEPTANCE TESTING. (a) STAFF. The Partnership shall maintain a staff of sufficient experience with all necessary skills and in sufficient number to perform the Acceptance Testing Procedures for each Release by the Acceptance Date for such Release. (b) FACILITIES. All Acceptance Testing shall be done by the Partnership in an agreed upon test environment rather than a production environment. The Partnership shall maintain a logically segregated test environment which shall include a Model Office at the Partnership's Canton, Massachusetts, facilities, configured with work stations containing hardware consistent with the Hardware Requirements and software

11 consistent with the Software Requirements and meeting the other configuration requirements specified in the Project Control Books to enable Acceptance Testing to be performed expeditiously and on a basis consistent with the Specifications. The test environment also will include a separate communications link to DST's test facilities in Kansas City. DST will have a reasonable number of representatives present at the Model Office during the Partnership's Acceptance Testing. DST's permitted presence during Acceptance Testing shall not relieve the Partnership of its obligations to perform Acceptance Testing by the Acceptance Dates. (c) TEST SCRIPTS. The Partnership shall commence development of initial test scripts for each Release as soon as practicable and shall deliver the initial test scripts to DST as soon as they are complete, but in any event not less than thirty (30) days prior to the Delivery Date for that Release. The test scripts shall be written in conformity with the Specifications and shall address both Functionality and Regression Testing, as described below. During Acceptance Testing, any revised test scripts will be delivered as soon as practicable to DST. The test scripts and test data together with the Acceptance Testing Procedures as agreed by the parties shall simulate, as closely as

11 consistent with the Software Requirements and meeting the other configuration requirements specified in the Project Control Books to enable Acceptance Testing to be performed expeditiously and on a basis consistent with the Specifications. The test environment also will include a separate communications link to DST's test facilities in Kansas City. DST will have a reasonable number of representatives present at the Model Office during the Partnership's Acceptance Testing. DST's permitted presence during Acceptance Testing shall not relieve the Partnership of its obligations to perform Acceptance Testing by the Acceptance Dates. (c) TEST SCRIPTS. The Partnership shall commence development of initial test scripts for each Release as soon as practicable and shall deliver the initial test scripts to DST as soon as they are complete, but in any event not less than thirty (30) days prior to the Delivery Date for that Release. The test scripts shall be written in conformity with the Specifications and shall address both Functionality and Regression Testing, as described below. During Acceptance Testing, any revised test scripts will be delivered as soon as practicable to DST. The test scripts and test data together with the Acceptance Testing Procedures as agreed by the parties shall simulate, as closely as practicable, the type of data which would be encountered by the System in a hypothetical production environment. Notwithstanding the foregoing, the Partnership shall not be limited to use of the test scripts in conducting Acceptance Testing of any Release. The Partnership shall not use production data for Acceptance Testing. 13. DELIVERY AND ACCEPTANCE DATES. (a) RELEASES. Each Release will be delivered to and accepted by the Partnership by the following dates:
RELEASE ------Version Version Version Version Version "DELIVERY DATE" -------------Delivered Delivered February 28, 1999 April 30, 2000 April 30, 2000 "ACCEPTANCE DATE" ----------------Interim Acceptance has occ February 28, 1999 August 31, 1999 October 31, 2000 October 31, 2000 ("Final Acceptance Date")

1.1 1.2 1.2.5 1.3 1.3.5

Notwithstanding any provision of this Agreement to the contrary, DST may not deliver Release 1.3 to the Partnership for Acceptance Testing until after Interim Acceptance of

12 Release 1.2.5. All other Releases may be delivered even if prior Releases have not been delivered or accepted. (b) TESTING OBLIGATIONS. On or before each Delivery Date, DST shall deliver to the Partnership the Release in the form of the Executable Program (and to the extent applicable the Source Code), and User Documentation for that Release, corresponding to such Delivery Date. Upon receipt of a Release from DST, the Partnership shall promptly install the Release in the test environment and DST will provide reasonable installation support in the event that the Partnership has difficulty installing the Release. Following installation, the Partnership shall promptly commence Acceptance Testing in accordance with the Acceptance Testing Procedures and shall use its best efforts to adhere to all relevant dates in the Acceptance Testing Procedures. The Partnership will enter all Level One or Level Two Problems into the PTS, and will make a good faith effort to enter such Problems into the PTS as soon as they may be discovered during any Acceptance Testing period. The Partnership hereby covenants to DST that until Final Acceptance (or upon the determination by the Arbitrator pursuant to Paragraph 15(c) that the Partnership may complete development of the System), the Partnership shall not make any modification to the System or any Source Code delivered to it by DST. (c) DEEMED ACCEPTANCE. Any failure by the Partnership to perform its Acceptance Testing and Problem identification obligations or to conclude Acceptance Testing of any Release by the relevant Acceptance Date (as may be extended as provided herein) shall result in Interim Acceptance of that Release. Failure of the Partnership to complete all Acceptance Testing of the System by the Final Acceptance Date (as may be extended as provided herein) will be deemed Final Acceptance of the System. In the event of a dispute over implementation of the Acceptance Testing Procedures or whether Interim Acceptance or Final Acceptance has occurred, the

12 Release 1.2.5. All other Releases may be delivered even if prior Releases have not been delivered or accepted. (b) TESTING OBLIGATIONS. On or before each Delivery Date, DST shall deliver to the Partnership the Release in the form of the Executable Program (and to the extent applicable the Source Code), and User Documentation for that Release, corresponding to such Delivery Date. Upon receipt of a Release from DST, the Partnership shall promptly install the Release in the test environment and DST will provide reasonable installation support in the event that the Partnership has difficulty installing the Release. Following installation, the Partnership shall promptly commence Acceptance Testing in accordance with the Acceptance Testing Procedures and shall use its best efforts to adhere to all relevant dates in the Acceptance Testing Procedures. The Partnership will enter all Level One or Level Two Problems into the PTS, and will make a good faith effort to enter such Problems into the PTS as soon as they may be discovered during any Acceptance Testing period. The Partnership hereby covenants to DST that until Final Acceptance (or upon the determination by the Arbitrator pursuant to Paragraph 15(c) that the Partnership may complete development of the System), the Partnership shall not make any modification to the System or any Source Code delivered to it by DST. (c) DEEMED ACCEPTANCE. Any failure by the Partnership to perform its Acceptance Testing and Problem identification obligations or to conclude Acceptance Testing of any Release by the relevant Acceptance Date (as may be extended as provided herein) shall result in Interim Acceptance of that Release. Failure of the Partnership to complete all Acceptance Testing of the System by the Final Acceptance Date (as may be extended as provided herein) will be deemed Final Acceptance of the System. In the event of a dispute over implementation of the Acceptance Testing Procedures or whether Interim Acceptance or Final Acceptance has occurred, the dispute shall be resolved by the Dispute Resolution Procedures. (d) ACCEPTANCE CERTIFICATE. If at any time prior to the Acceptance Date for any Release, DST reasonably believes that it has met the criteria for Interim Acceptance of that Release or Final Acceptance of the System, DST may deliver to the Partnership a certificate of acceptance for the Partnership to sign and return to DST (the "Acceptance Certificate"). The Partnership may sign and return the Acceptance Certificate to indicate Interim Acceptance of that Release or Final Acceptance of the System, or return the Acceptance Certificate with a written statement that indicates the Level One Problems that the Partnership believes remain in such Release. If the Partnership fails to return the Acceptance Certificate, either party may refer the matter to the Dispute Resolution Procedures. (e) CONTINUED TESTING. In the event of any Level One or Level Two Problems classified during Acceptance Testing, the Partnership shall use reasonable efforts to continue Acceptance Testing of any part of the System not materially affected by the Problem. When Corrective Modifications are delivered by DST, the Partnership shall perform retests which are reasonable for the size and quantity of the Corrective Modifications delivered, as agreed by the parties. Any disputes over the Corrective Modifications delivered by DST, or any retests, will be referred to the Dispute Resolution Procedures.

13 (f) PRODUCTION CONVERSION. In the course of Acceptance Testing, the Partnership may install one or more Releases into the Partnership's production environment, convert accounts onto the Release, and begin using the Release to process such accounts; provided, that: (i) no Release will be put into production without the prior written consent of DST; and (ii) if a Level One or Level Two Problem is identified after a Release is put into production but prior to Final Acceptance, a reasonable effort to correct such Problem shall be made at the Partnership's expense by DST support personnel assigned to the System pursuant to the Remote Service Agreement. If such DST support personnel are unable to correct the Problem after making a reasonable effort, DST will use its System development staff to provide a Corrective Modification for such Problem at no additional charge to the Partnership for such development staff. The existence of any Level Two Problems or Level Three Problems will not delay Acceptance. After Final Acceptance, DST shall have no obligation to correct any Problem, other than Level Two Problems detected during Acceptance Testing prior to Final Acceptance, unless the parties enter into a support and maintenance agreement providing for such services. 14. ACCEPTANCE TESTING PROCEDURES. All Acceptance Testing shall be done in a test environment and not in a production environment.

13 (f) PRODUCTION CONVERSION. In the course of Acceptance Testing, the Partnership may install one or more Releases into the Partnership's production environment, convert accounts onto the Release, and begin using the Release to process such accounts; provided, that: (i) no Release will be put into production without the prior written consent of DST; and (ii) if a Level One or Level Two Problem is identified after a Release is put into production but prior to Final Acceptance, a reasonable effort to correct such Problem shall be made at the Partnership's expense by DST support personnel assigned to the System pursuant to the Remote Service Agreement. If such DST support personnel are unable to correct the Problem after making a reasonable effort, DST will use its System development staff to provide a Corrective Modification for such Problem at no additional charge to the Partnership for such development staff. The existence of any Level Two Problems or Level Three Problems will not delay Acceptance. After Final Acceptance, DST shall have no obligation to correct any Problem, other than Level Two Problems detected during Acceptance Testing prior to Final Acceptance, unless the parties enter into a support and maintenance agreement providing for such services. 14. ACCEPTANCE TESTING PROCEDURES. All Acceptance Testing shall be done in a test environment and not in a production environment. (a) TEST TYPES. Acceptance Testing may include the following three (3) types of testing, each of which must be completed by the Acceptance Date for that Release and by the Final Acceptance Date for the System: (i) FUNCTIONALITY TESTING. Functionality Testing shall test whether the Release or Function being tested operates in accordance with the Functionality in the test environment without regard to Performance Metrics. (ii) STRESS TESTING. Stress Testing shall test whether the Release being tested operates in accordance with Performance Metrics in the test environment. If the Partnership elects to conduct Stress Testing, this type of testing shall be done under conditions which (A) simulate workstation and/or account volumes consistent with those reasonably expected to be encountered in the Partnership's production environment; and (B) are consistent with the design of the System and the scope of the Specifications. If the parties are able to acquire tools which the parties agree accomplish both (A) and (B), then such tools will be applied in the Acceptance Testing environment to measure the workstation or data volume handling capabilities of the System against the test environment Performance Metrics in Exhibit F. If such tools cannot be used, DST will share with the Partnership the results of DST's internal stress testing processes. After the Partnership has received DST's test results, if reasonably required by the Partnership, the parties will use their best efforts, at the Partnership's expense (including payment of

14 charges for time spent by DST's System development staff at DST's standard rates), to create a test environment at the Model Office, incorporating clerical staff and administrators at work stations at appropriate levels, but not more than 900 workstations, for the purpose of completing such Performance Metrics Stress Testing. To the extent that DST reasonably believes that its assistance in the creation of such test environment may impact its ability to comply with any Delivery Date or Acceptance Date, then DST shall notify the Partnership of such concern and DST will provide testing assistance only if the parties agree on extension of any dates for DST's subsequent performance. DST will not be obligated to correct any condition which affects the achievement of any one or more Performance Metrics to the extent such condition is caused by (A) any failure of third party computer equipment, software and other systems included in the Hardware Requirements or the Software Requirements (other than computer equipment, software or other systems developed by subcontractors of DST to assist in the performance of this Agreement) to perform in accordance with the user documentation published by the manufacturers and developers of such equipment, software and systems; (B) performance characteristics of telecommunications lines or services provided by telecommunications carriers; (C) any equipment, software or systems owned or operated by the Partnership, excluding the System; or (D) by actions or inactions of the Partnership or its authorized representatives. (iii) REGRESSION TESTING. Regression Testing consists of Functionality Testing (defined in Paragraph 14(a) (i)) and shall test (A) the Functionality of Release 1.2 together with Release 1.1; (B) the Functionality of Release 1.2.5 together with Releases 1.1 and 1.2; (C) the Functionality of Release 1.3 together with Releases 1.1, 1.2 and 1.2.5; and (D) the Functionality of Release 1.3.5 together with Releases 1.1, 1.2, 1.2.5 and 1.3.

14 charges for time spent by DST's System development staff at DST's standard rates), to create a test environment at the Model Office, incorporating clerical staff and administrators at work stations at appropriate levels, but not more than 900 workstations, for the purpose of completing such Performance Metrics Stress Testing. To the extent that DST reasonably believes that its assistance in the creation of such test environment may impact its ability to comply with any Delivery Date or Acceptance Date, then DST shall notify the Partnership of such concern and DST will provide testing assistance only if the parties agree on extension of any dates for DST's subsequent performance. DST will not be obligated to correct any condition which affects the achievement of any one or more Performance Metrics to the extent such condition is caused by (A) any failure of third party computer equipment, software and other systems included in the Hardware Requirements or the Software Requirements (other than computer equipment, software or other systems developed by subcontractors of DST to assist in the performance of this Agreement) to perform in accordance with the user documentation published by the manufacturers and developers of such equipment, software and systems; (B) performance characteristics of telecommunications lines or services provided by telecommunications carriers; (C) any equipment, software or systems owned or operated by the Partnership, excluding the System; or (D) by actions or inactions of the Partnership or its authorized representatives. (iii) REGRESSION TESTING. Regression Testing consists of Functionality Testing (defined in Paragraph 14(a) (i)) and shall test (A) the Functionality of Release 1.2 together with Release 1.1; (B) the Functionality of Release 1.2.5 together with Releases 1.1 and 1.2; (C) the Functionality of Release 1.3 together with Releases 1.1, 1.2 and 1.2.5; and (D) the Functionality of Release 1.3.5 together with Releases 1.1, 1.2, 1.2.5 and 1.3. (b) ACCEPTANCE TESTING OF RELEASES. (i) TESTING CYCLES. All Acceptance Testing for Releases 1.2, 1.2.5, 1.3 and 1.3.5 shall be completed by the Acceptance Date for that Release. Upon delivery of any Release, the Partnership will install such Release and to the extent practicable begin testing of one or more Functions in short cycles, and will report any Problems promptly to the PTS. The parties will meet weekly to agree upon a weekly schedule (the "Weekly Schedule") which lists the most important Level One Problems in the PTS and the date by which such Problems, if not resolved, may prevent the Partnership from further meaningful Acceptance Testing. The Weekly Schedule will be arranged in descending date order. The Weekly Schedule also will identify steps that each party must take to complete each Acceptance Testing cycle and the date by which such steps are scheduled to be completed. DST will address the Level One Problems in the order of priority established by the parties in the Weekly Schedule, and the parties shall each take the steps described in the Weekly Schedule in a timely manner. As DST delivers Corrective Modifications, the Corrective Modifications will be included in the Acceptance Testing procedure set forth in this Paragraph 14(b), which procedure will be repeated for such Corrective Modifications. If DST exceeds the agreed date for delivering any Corrective Modifications for a Level One Problem in any Release (as established in any Weekly Schedule), the Partnership shall be entitled to extend the agreed date for performing Acceptance Testing on the Release (or the affected portions of the Release), as established in any Weekly Schedule, by an equal number of days. The

15 Acceptance Date for that Release, however, will not be altered unless the aggregate delays by DST in delivering Corrective Modifications for Level One Problems in such Release, with equivalent extensions of the Partnership's schedule for completing Acceptance Testing on such Release, causes the agreed date for performance of Acceptance Testing (as established in the then most recent Weekly Schedule) to conclude after the Acceptance Date for that Release. (ii) ANY REMAINING PROBLEMS. If the Partnership has met all of its Acceptance Testing obligations, and the parties agree that any Level One Problems remain after the Acceptance Date for that Release, DST shall determine the amount of time necessary to resolve any remaining Level One Problems and will inform the Partnership whether it will delay the Delivery Dates of any subsequent Releases or the Acceptance Dates for those Releases, impacting the Final Acceptance Date. DST will notify the Partnership of the estimated time for delivery of Corrective Modifications for any remaining Level Two Problems. (iii) STRESS AND REGRESSION TESTING. Stress Testing or Regression Testing of the System shall take

15 Acceptance Date for that Release, however, will not be altered unless the aggregate delays by DST in delivering Corrective Modifications for Level One Problems in such Release, with equivalent extensions of the Partnership's schedule for completing Acceptance Testing on such Release, causes the agreed date for performance of Acceptance Testing (as established in the then most recent Weekly Schedule) to conclude after the Acceptance Date for that Release. (ii) ANY REMAINING PROBLEMS. If the Partnership has met all of its Acceptance Testing obligations, and the parties agree that any Level One Problems remain after the Acceptance Date for that Release, DST shall determine the amount of time necessary to resolve any remaining Level One Problems and will inform the Partnership whether it will delay the Delivery Dates of any subsequent Releases or the Acceptance Dates for those Releases, impacting the Final Acceptance Date. DST will notify the Partnership of the estimated time for delivery of Corrective Modifications for any remaining Level Two Problems. (iii) STRESS AND REGRESSION TESTING. Stress Testing or Regression Testing of the System shall take place during the Acceptance Testing for the most recently delivered Release. Acceptance of each Release by the Partnership shall be subject to correction of any Level One Problems which are detected by the Partnership in the course of Stress Testing and/or Regression Testing of the most recently delivered Release. 15. ACCEPTANCE. (a) RELEASES. Interim Acceptance of a Release shall have occurred when: (i) All Acceptance Testing (other than that Stress Testing and Regression Testing the Partnership elects to perform after delivery of Release 1.3.5) has been completed for that Release; the Partnership has not identified any Level One Problems which remain outstanding in that Release; and either the Partnership has not identified any Level Two Problems which remain outstanding in that Release, or DST has provided estimated time frames to fix any remaining Level Two Problems in the Release; (ii) The Partnership notifies DST in writing of Interim Acceptance of the Release, or the Partnership and DST have agreed in writing as to Interim Acceptance of the Release; (iii) Interim Acceptance is deemed to have occurred as provided in Paragraph 13(c) or (d); or

16 (iv) The Partnership signs and returns an Acceptance Certificate. (b) FINAL ACCEPTANCE. Final Acceptance will occur upon the actual or deemed agreement by the Partnership that no Level One Problems remain in the System. Final Acceptance shall not be deemed a waiver of DST's obligation to correct any Level Two Problems identified during Acceptance Testing in accordance with Paragraph 14. (c) DELAYED DELIVERY OR ACCEPTANCE. (i) DELIVERY CURE PERIOD. In the event that delivery of Release 1.2.5, 1.3, or 1.3.5 of the System occurs after the Delivery Date for that Release or such later date as may be applicable due to time extensions as permitted herein, such delay shall be treated as a contract dispute subject to the Dispute Resolution Procedures. If the Dispute Resolution Procedures determine that such delay is DST's fault, DST will have a total of twelve (12) months of time from the Delivery Date for such Release or such later date as may be applicable due to time extensions as permitted herein, to deliver such Release (the "Delivery Cure Period"). If at the conclusion of the Delivery Cure Period the outcome of the Dispute Resolution Procedures is that the Partnership undertakes to complete development of any remaining undelivered Release or Functionality, then, as its exclusive remedy, the Partnership may recover from DST all reasonable costs incurred by it to complete development of any remaining undelivered Release or Functionality in accordance with the Specifications (having reference to the rates quoted by recognized software consultants for similar services on software systems of comparable complexity)to the extent allowed under the Dispute Resolution Procedures and DST's interest in the Partnership shall be as

16 (iv) The Partnership signs and returns an Acceptance Certificate. (b) FINAL ACCEPTANCE. Final Acceptance will occur upon the actual or deemed agreement by the Partnership that no Level One Problems remain in the System. Final Acceptance shall not be deemed a waiver of DST's obligation to correct any Level Two Problems identified during Acceptance Testing in accordance with Paragraph 14. (c) DELAYED DELIVERY OR ACCEPTANCE. (i) DELIVERY CURE PERIOD. In the event that delivery of Release 1.2.5, 1.3, or 1.3.5 of the System occurs after the Delivery Date for that Release or such later date as may be applicable due to time extensions as permitted herein, such delay shall be treated as a contract dispute subject to the Dispute Resolution Procedures. If the Dispute Resolution Procedures determine that such delay is DST's fault, DST will have a total of twelve (12) months of time from the Delivery Date for such Release or such later date as may be applicable due to time extensions as permitted herein, to deliver such Release (the "Delivery Cure Period"). If at the conclusion of the Delivery Cure Period the outcome of the Dispute Resolution Procedures is that the Partnership undertakes to complete development of any remaining undelivered Release or Functionality, then, as its exclusive remedy, the Partnership may recover from DST all reasonable costs incurred by it to complete development of any remaining undelivered Release or Functionality in accordance with the Specifications (having reference to the rates quoted by recognized software consultants for similar services on software systems of comparable complexity)to the extent allowed under the Dispute Resolution Procedures and DST's interest in the Partnership shall be as provided in Paragraph 8.5 of the Contribution Agreement. (ii) ACCEPTANCE CURE PERIOD. In the event that Final Acceptance of the System does not occur within the Acceptance Cure Period for Release 1.3.5, such delay shall be treated as a contract dispute subject to the Dispute Resolution Procedures. If the Dispute Resolution Procedures determine that such delay is DST's fault, DST will have the equivalent of a total of twelve (12) months of time from the Final Acceptance Date or such later date as may be applicable due to time extensions as permitted herein, to prepare and deliver Corrective Modifications so that the Release is in condition for Final Acceptance, (the "Acceptance Cure Period"). The time available to DST during the Acceptance Cure Period shall elapse only while DST is preparing a Corrective Modification for delivery to the Partnership. The time from the date of delivery of the Corrective Modification to the Partnership through the date of the Partnership report of any remaining Level One or Level Two Problems to the PTS shall not reduce the length of time available to DST during the remaining portion of the Acceptance Cure Period. If at the conclusion of the Acceptance Cure Period the outcome of the Dispute Resolution Procedures is that the Partnership undertakes to complete development of any remaining Release or Functionality that is not in condition for Final Acceptance, then, as its exclusive remedy, the Partnership may recover from DST all reasonable costs incurred by it to complete development in accordance with the Specifications (having reference to the rates quoted by recognized software consultants for similar services or software systems of comparable complexity) required for Final Acceptance of the System to the extent allowed under the Dispute Resolution Procedures, and DST's interest in the Partnership shall be as provided in Paragraph 8.6 of the Contribution Agreement.

17 (iii) DELIVERABLES. Upon the determination by the Arbitrator that the Partnership may retain a third party to complete development required for Final Acceptance of the System, DST shall deliver to the Partnership (or at the Partnership's direction, to such third party) copies of the materials specified in Paragraph 15(d)(i)-(vi), as they exist as of the date of such determination, and upon such delivery, the Partnership shall release DST from any and all obligations to perform any further development work on the System and any other obligations hereunder except for obligations under Paragraphs 17, 18, 19 and 20 (subject to the limitations set forth in those paragraphs). (iv) DEVELOPMENT AGREEMENT WITH THIRD PARTY. The Partnership will enter into a development agreement with any third party that it selects to perform services pursuant to this Paragraph 15(c) that includes provisions calculated to preserve the confidentiality of the DST Confidential Information and to result in only such development work necessary for Final Acceptance. Paragraphs 7(c), 17, 19(b)(iii) and 23(c) shall not limit the

17 (iii) DELIVERABLES. Upon the determination by the Arbitrator that the Partnership may retain a third party to complete development required for Final Acceptance of the System, DST shall deliver to the Partnership (or at the Partnership's direction, to such third party) copies of the materials specified in Paragraph 15(d)(i)-(vi), as they exist as of the date of such determination, and upon such delivery, the Partnership shall release DST from any and all obligations to perform any further development work on the System and any other obligations hereunder except for obligations under Paragraphs 17, 18, 19 and 20 (subject to the limitations set forth in those paragraphs). (iv) DEVELOPMENT AGREEMENT WITH THIRD PARTY. The Partnership will enter into a development agreement with any third party that it selects to perform services pursuant to this Paragraph 15(c) that includes provisions calculated to preserve the confidentiality of the DST Confidential Information and to result in only such development work necessary for Final Acceptance. Paragraphs 7(c), 17, 19(b)(iii) and 23(c) shall not limit the rights of the Partnership or any third party the Partnership selects to perform the development services authorized pursuant to the Dispute Resolution Procedures. (d) DELIVERABLES AT FINAL ACCEPTANCE. Upon Final Acceptance DST will deliver the following items to the Partnership, to the extent that these items have not previously been delivered to the Partnership: (i) The Executable Program, which shall mean the machine-readable object code version of each Release. (ii) The User Documentation, which shall mean with respect to any Release, such documents as may be necessary or appropriate to instruct a user with prior training in the operation of the Release or similar products how to install, implement and use the Release, including user guides or manuals and functional specifications to the extent in existence. User Documentation includes the items listed in Exhibit J attached hereto. (iii) The Maintenance Documentation, which shall mean, as to any Release, (A) the documentation (in humanreadable and magnetic media) required to permit a programmer skilled in application level computer programming to program, compile, maintain and update or enhance the Source Code for such Release and the Release, itself; (B) a human-readable list (specifying product name and version) of all readily available off-theshelf programming and maintenance software tools used by DST to perform the foregoing and to read all such media; and (C) the documentation (in human-readable and magnetic media) required to use all utilities and tools developed by DST for use in coding, testing and analyzing the System. (iv) A list of the Maintenance Tools, which shall mean as to any

18 Release, all programming and maintenance software tools used by DST to program, compile, maintain and update or enhance the Source Code for such Release and such Release, itself; including such tools as are proprietary to DST or are readily available, off-the shelf tools. (v) The Source Code, which shall mean as to any Release (A) the printed sequenced list of computer instructions that (x) when compiled or interpreted by a computer using available compilers or interpreters, are sufficient to recreate the then-latest version of the Executable Program; and (y) are readily comprehensible by a programmer skilled in application level computer programming and from which (with the Maintenance Documentation) such person could readily modify, correct and update the Release; and (B) magnetic media containing the foregoing in a form suitable for compilation or interpretation by computer. (vi) The object model, data dictionary and Data Definition language (DDL) for the Fairway DB2 Database. (vii) A non-transferable, non-exclusive, paid-up and royalty-free license to use, for the Partnership's internal future development of the System by the Partnership's internal staff or consultants (provided any such consultants enter into a non-disclosure agreement with the Partnership that contains terms consistent with this Agreement to preserve DST's proprietary and intellectual property rights in such materials) any utilities and software tools, and any related documentation and source code that were developed by DST for use in coding, testing and analyzing the System, including both (A) the printed sequenced list of computer instructions and (B) magnetic media

18 Release, all programming and maintenance software tools used by DST to program, compile, maintain and update or enhance the Source Code for such Release and such Release, itself; including such tools as are proprietary to DST or are readily available, off-the shelf tools. (v) The Source Code, which shall mean as to any Release (A) the printed sequenced list of computer instructions that (x) when compiled or interpreted by a computer using available compilers or interpreters, are sufficient to recreate the then-latest version of the Executable Program; and (y) are readily comprehensible by a programmer skilled in application level computer programming and from which (with the Maintenance Documentation) such person could readily modify, correct and update the Release; and (B) magnetic media containing the foregoing in a form suitable for compilation or interpretation by computer. (vi) The object model, data dictionary and Data Definition language (DDL) for the Fairway DB2 Database. (vii) A non-transferable, non-exclusive, paid-up and royalty-free license to use, for the Partnership's internal future development of the System by the Partnership's internal staff or consultants (provided any such consultants enter into a non-disclosure agreement with the Partnership that contains terms consistent with this Agreement to preserve DST's proprietary and intellectual property rights in such materials) any utilities and software tools, and any related documentation and source code that were developed by DST for use in coding, testing and analyzing the System, including both (A) the printed sequenced list of computer instructions and (B) magnetic media containing such instructions in a form suitable for compilation or interpretation by computer. 16. RESERVED. 17. CONFIDENTIALITY. (a) CONFIDENTIAL INFORMATION. All information pertaining to the System, the development services rendered hereunder, and the business of the parties, including the Executable Program, User Documentation, Maintenance Documentation, Maintenance Tools, Source Code, descriptions, designs, flow charts, supplier lists, customer lists, business plans and practices, whether or not trade secrets, are the confidential and proprietary information of DST or the Partnership, respectively (collectively, the "Confidential Information"). Except as expressly provided herein or as necessary to carry out the express purposes of this Agreement, until Final Acceptance neither party shall use, copy, disclose, publish, release, sub-license, loan or transfer all or any part of the Confidential Information of the other party, without the other party's express prior written permission, as more fully described in Paragraphs 17(b) through (e) below. Following Final Acceptance, confidentiality shall be controlled by the Amended Partnership Agreement and not by this Agreement. (b) SAFEGUARDING CONFIDENTIALITY. Each party shall take all reasonable precautions to safeguard the confidentiality of the Confidential Information of the other party, including compliance with any password and other security procedures and any steps that the other party may reasonably request from time to time. Neither party will disclose, in whole or in part, whether in writing or orally, the Confidential Information of the other party except to those of its employees who have the need to know such information in the performance of

19 their duties hereunder, and to any consultants or independent contractors retained by the receiving party who have specifically agreed in writing to be bound by these confidentiality obligations. (c) EXCEPTIONS. The confidentiality obligations described herein shall not apply to any information which is or becomes generally known through no fault of the receiving party. (d) BREACH OF CONFIDENTIALITY OBLIGATIONS. Each party acknowledges that the breach of any provision of this Agreement relating to the confidentiality of the Confidential Information of the other party will cause the other party irreparable injury and damage, and that injunctive relief is both necessary and appropriate, in addition to any other rights or remedies available to the other party at law or in equity. Each party agrees that no bond shall be required in connection with the application for such equitable relief.

19 their duties hereunder, and to any consultants or independent contractors retained by the receiving party who have specifically agreed in writing to be bound by these confidentiality obligations. (c) EXCEPTIONS. The confidentiality obligations described herein shall not apply to any information which is or becomes generally known through no fault of the receiving party. (d) BREACH OF CONFIDENTIALITY OBLIGATIONS. Each party acknowledges that the breach of any provision of this Agreement relating to the confidentiality of the Confidential Information of the other party will cause the other party irreparable injury and damage, and that injunctive relief is both necessary and appropriate, in addition to any other rights or remedies available to the other party at law or in equity. Each party agrees that no bond shall be required in connection with the application for such equitable relief. (e) NO TRANSFER OF RIGHTS. Except as otherwise provided in this Agreement and the Contribution Agreement, all Confidential Information shall remain the property of the originating party, and the disclosure of the Confidential Information to the receiving party shall not be construed to transfer any other rights in the Confidential Information to the receiving party that are not specifically provided for elsewhere hereunder. 18. TRANSFER OF KNOWLEDGE. Attached as Exhibit H is a mutually agreed plan addressing the transfer of System knowledge from DST to the Partnership. 19. REPRESENTATIONS AND WARRANTIES. (a) BY DST. DST represents, warrants and covenants as follows: (i) It has the full legal power and authority to enter into this Agreement and to fully perform all of its obligations hereunder. (ii) During the period of development of the System as described herein, DST shall reasonably endeavor, in light of its business circumstances, to employ or retain its development staff as it is in place as of the date of execution of this Agreement and to use such staff to provide the development services described herein, subject to normal attrition and business urgencies. (iii) The System shall be delivered "as is" without any performance warranty of any kind, the Partnership having been provided the opportunity to conduct

20 Acceptance Testing before Final Acceptance. (iv) To DST's knowledge, the System when used in accordance with the User Documentation will not infringe or violate any U.S. patent, copyright, trademark or trade secret right of any third party. (v) The System will be "Year 2000 Compliant" which means that, as to any software in the System, such software correctly perform all date-related operations (A) without additional human intervention, other than original data entry of any date; (B) without regard to whether any date involved in the operation occurs in the 20th or 21st century; and (C) without regard to the System date at the time the calculation is performed. Without limiting the foregoing, the System software must (U) accept as input (by key entry or otherwise) fully specified dates (four-digit year, month and date of month); (V) if two-digit year specifications are accepted as input, correctly translate such dates without additional human intervention into fully specified dates in a manner that unambiguously preserves the user's intent in light of the application context; (W) perform all date-related arithmetic and logical operations correctly (for example, January 2, 2000 is greater than December 31, 1999; January 2, 2000 minus December 31, 1999 equals two days); (X) sort date-related information in correct chronological order; (Y) otherwise correctly process dates, including without limitation, updating dates, maintaining dates and reporting correctly dates in a manner that is unambiguous in light of the applicable context;

20 Acceptance Testing before Final Acceptance. (iv) To DST's knowledge, the System when used in accordance with the User Documentation will not infringe or violate any U.S. patent, copyright, trademark or trade secret right of any third party. (v) The System will be "Year 2000 Compliant" which means that, as to any software in the System, such software correctly perform all date-related operations (A) without additional human intervention, other than original data entry of any date; (B) without regard to whether any date involved in the operation occurs in the 20th or 21st century; and (C) without regard to the System date at the time the calculation is performed. Without limiting the foregoing, the System software must (U) accept as input (by key entry or otherwise) fully specified dates (four-digit year, month and date of month); (V) if two-digit year specifications are accepted as input, correctly translate such dates without additional human intervention into fully specified dates in a manner that unambiguously preserves the user's intent in light of the application context; (W) perform all date-related arithmetic and logical operations correctly (for example, January 2, 2000 is greater than December 31, 1999; January 2, 2000 minus December 31, 1999 equals two days); (X) sort date-related information in correct chronological order; (Y) otherwise correctly process dates, including without limitation, updating dates, maintaining dates and reporting correctly dates in a manner that is unambiguous in light of the applicable context; and (Z) store internal, date-related information (including all interim date-related results) in a manner that is unambiguous (in the context of software processing) as to century and permit all of the foregoing to occur correctly without additional human intervention; provided, that no failure to be Year 2000 Compliant shall be deemed to have occurred (1) if DST demonstrates that the noncompliance is due solely to invalid, incorrect or otherwise corrupt data supplied by any source other than the System or another proprietary system of DST; (2) in respect of data or other information supplied by a third party to the Partnership directly or through products supplied by DST, if the third-party data or information is not used by the System in any calculation or sorting, but is merely viewed by the Partnership using software supplied by DST; or (3) if DST demonstrates that the noncompliance is due solely to hardware, firmware or software not supplied by DST (other than such third-party hardware, firmware or software that falls into either of the two following categories: (i) with which the System is intended to interface, if any agreement assigns to DST the responsibility for ensuring the correct operation of such interface; or (ii) that is required, selected, embedded or supplied by DST). (vi) To DST's knowledge, the System will contain no virus, worm or built-in or use-driven destruction mechanism, including timebombs or trojan horses. (vii) DST covenants that it will grant access to its books and records concerning the development services described herein to federal and other governmental agencies and regulators with jurisdiction over the Partnership relating to the System and to auditors acting on their behalf, when such an audit is required by law or regulation and is authorized by the Partnership and after the agency, regulators or auditors have agreed in writing to maintain the confidentiality of DST's books and records; provided, that such audit shall be subject to at least five (5) business days' prior written notice, shall take place during DST's regular business hours, shall minimize any disruption to DST's activities and shall be conducted at the Partnership's expense. In the event that such an audit causes any delay in the development of the System, the Delivery Dates may be extended by DST for a number of

21 days corresponding to the length of the delay caused by the audit and if the Delivery Dates are extended, the Acceptance Dates will also be extended by an equal number of days. (viii) The warranties under Paragraph 19(a)(iv), (v) and (vi) shall not apply in the event and to the extent that any breach of warranty is the result of (A) any misuse, modification, enhancement, addition or other change to the System made by or on behalf of the Partnership or its customers or any third party retained by the Partnership pursuant to Paragraph 15(c), it being understood that any such party is not acting on behalf of DST (except to the extent that such modifications, enhancements, additions or changes were made by or on behalf of DST); (B) the Partnership's failure to use any modification, enhancement, addition or other change to the System made available by DST at no charge (but including Enhancements which are subject to a charge) to achieve or maintain specific Functionality and that does not detract from the Functionality; (C) the Partnership's use of the System in

21 days corresponding to the length of the delay caused by the audit and if the Delivery Dates are extended, the Acceptance Dates will also be extended by an equal number of days. (viii) The warranties under Paragraph 19(a)(iv), (v) and (vi) shall not apply in the event and to the extent that any breach of warranty is the result of (A) any misuse, modification, enhancement, addition or other change to the System made by or on behalf of the Partnership or its customers or any third party retained by the Partnership pursuant to Paragraph 15(c), it being understood that any such party is not acting on behalf of DST (except to the extent that such modifications, enhancements, additions or changes were made by or on behalf of DST); (B) the Partnership's failure to use any modification, enhancement, addition or other change to the System made available by DST at no charge (but including Enhancements which are subject to a charge) to achieve or maintain specific Functionality and that does not detract from the Functionality; (C) the Partnership's use of the System in combination with any hardware, software, product, process, information, directions or materials not owned, developed, specified, modified or delivered by DST; or (D) the Partnership's use of the System other than for the intended purposes. The warranties under Paragraph 19(a)(iv), (v) and (vi) also shall not apply upon the Partnership's completion of development of the System, as provided in Paragraph 15(c). THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ANY OTHER OBLIGATIONS OR LIABILITIES ON THE PART OF DST ARISING OUT OF OR IN CONNECTION WITH ITS PERFORMANCE HEREUNDER. (b) BY THE PARTNERSHIP. The Partnership represents and warrants and covenants as follows: (i) It has the full legal power and authority to enter into this Agreement and to fully perform all of its obligations hereunder. (ii) To the Partnership's knowledge, any ideas, information, designs or materials proposed by the Partnership for inclusion in the System do not and will not infringe or violate any patent, copyright, trademark or trade secret right of any third party. (iii) Except upon a determination by the Arbitrator that the Partnership may complete development of the System, as provided in Paragraph 15(c), the Partnership will not (A) make or retain others to make any misuse, modification, enhancement, addition or other change to the System that may infringe or breach the intellectual property or contractual rights of others; (B) fail to use any modification, enhancement, addition or other change to the System made available by DST at no charge (but including Enhancements

22 which are subject to a charge) to achieve or maintain specific Functionality and that does not detract from the Functionality; (C) use the System in combination with any hardware, software, product, process, information, directions or materials not owned, developed, specified, modified or delivered by DST; or (D) use the System other than for the intended purposes. If the outcome of the Dispute Resolution Procedures is that the Partnership is entitled to retain a third party to complete development of any Release or Functionality, the Partnership and not DST shall be responsible and liable for any infringement or breach of the intellectual property or contractual rights of others to the extent caused by any misuse, modification, enhancement, addition or other changes to the System made or provided by or on behalf of the third party. The foregoing warranties will survive any assignment or transfer of the Partnership's rights and obligations under this Agreement. 20. INDEMNIFICATION. (a) INTELLECTUAL PROPERTY INFRINGEMENT. DST will defend, indemnify and hold harmless the Partnership, its subsidiaries, parent corporations, affiliates, officers, directors, independent contractors, partners,

22 which are subject to a charge) to achieve or maintain specific Functionality and that does not detract from the Functionality; (C) use the System in combination with any hardware, software, product, process, information, directions or materials not owned, developed, specified, modified or delivered by DST; or (D) use the System other than for the intended purposes. If the outcome of the Dispute Resolution Procedures is that the Partnership is entitled to retain a third party to complete development of any Release or Functionality, the Partnership and not DST shall be responsible and liable for any infringement or breach of the intellectual property or contractual rights of others to the extent caused by any misuse, modification, enhancement, addition or other changes to the System made or provided by or on behalf of the third party. The foregoing warranties will survive any assignment or transfer of the Partnership's rights and obligations under this Agreement. 20. INDEMNIFICATION. (a) INTELLECTUAL PROPERTY INFRINGEMENT. DST will defend, indemnify and hold harmless the Partnership, its subsidiaries, parent corporations, affiliates, officers, directors, independent contractors, partners, shareholders, employees, agents, customers and successors and assigns (the "Partnership Indemnitees") from and against any claim, suit, demand, loss, damage, expense (including reasonable attorneys' fees) or liability alleging that the System or any part thereof (the "DST Item") infringes or misappropriates any intellectual property right of any third party (including any U.S. patent, copyright or trade secret); provided, that DST will not be obligated to indemnify the Partnership Indemnitees if the alleged infringement is caused by (i) any misuse, modification, enhancement, addition or other change to the System made by or on behalf of the Partnership or its customers or any third party retained by the Partnership pursuant to Paragraph 15(c), it being understood that any such party is not acting on behalf of DST (except to the extent that such misuse, modifications, enhancements, additions or other changes were made by or on behalf of DST); (ii) the Partnership's failure to use any modification, enhancement, addition or other change to the System made available by DST at no charge (but including Enhancements which are subject to a charge) to achieve or maintain specific Functionality and that does not detract from the Functionality; (iii) the Partnership's use of the System in combination with any hardware, software, product, process, information, directions or materials not owned, developed, specified, modified or delivered by DST; or (iv) the Partnership's use of the System other than for the intended purposes. If any DST Item for which DST may be obligated to provide Indemnification under this Paragraph 20(a) is held to constitute an infringement or misappropriation of a third party's rights or if in DST's opinion such DST Item is likely to be held to constitute an infringement or misappropriation, DST may at its expense and option: (i) procure the right for the Partnership to continue using such DST Item; (ii) replace such DST Item with a non-infringing and nonmisappropriating equivalent; or (iii) modify such DST Item to make it non-infringing and non-misappropriating while conforming to the Specifications; provided, that any replacement or modified System so submitted shall be subject to Acceptance Testing pursuant to Paragraphs 13, 14 and 15 (using such dates as reasonably agreed by the parties). If DST, in its reasonable judgment, concludes that none of the foregoing alternatives is economically feasible, then DST shall so notify the Partnership in writing and propose a change to the affected Functionality in accordance with the Clarification Procedures described in Paragraph 8. The foregoing remedies constitute the Partnership's sole and exclusive remedies and DST's entire liability to the Partnership with

23 respect to intellectual property infringement and misappropriation; PROVIDED that if the Clarification proposed by DST embodies a loss of Functionality that is so significant that it constitutes a Level One Problem, the Partnership may treat the proposed Clarification as a contract dispute subject to the Dispute Resolution Procedures and, if the outcome of the Dispute Resolution Procedures is that the Partnership is entitled to retain a third party to complete development of the System, then the Partnership may recover from DST the costs incurred by it to complete the development of the System to the extent allowed under the Dispute Resolution Procedures. (b) OTHER CLAIMS. Excluding any indemnification for infringement which is solely governed by Paragraph 20 (a), each party ("Indemnitor") will defend, indemnify and hold harmless the other party, its subsidiaries, parent corporations, affiliates, officers, directors, partners, shareholders, employees, agents and their successors and assigns ("Indemnitees") from and against any claim, suit, demand, loss, damage, expense (including reasonable

23 respect to intellectual property infringement and misappropriation; PROVIDED that if the Clarification proposed by DST embodies a loss of Functionality that is so significant that it constitutes a Level One Problem, the Partnership may treat the proposed Clarification as a contract dispute subject to the Dispute Resolution Procedures and, if the outcome of the Dispute Resolution Procedures is that the Partnership is entitled to retain a third party to complete development of the System, then the Partnership may recover from DST the costs incurred by it to complete the development of the System to the extent allowed under the Dispute Resolution Procedures. (b) OTHER CLAIMS. Excluding any indemnification for infringement which is solely governed by Paragraph 20 (a), each party ("Indemnitor") will defend, indemnify and hold harmless the other party, its subsidiaries, parent corporations, affiliates, officers, directors, partners, shareholders, employees, agents and their successors and assigns ("Indemnitees") from and against any claim, suit, demand, loss, damage, expense (including reasonable attorney's fees) or liability that may result from, arise out of or relate to: (i) bodily injury, tangible personal or real property damage arising from the Indemnitor's performance or failure to perform under this Agreement; (ii) breach of any representation, warranty or covenant hereunder by the Indemnitor. The foregoing indemnification obligations shall not apply to the extent that such claims arise from (A) the Indemnitee's negligence or willful misconduct; or (B) the Indemnitee's material breach of this Agreement. (c) PROCEDURE. To receive the benefit of the indemnifications provided hereunder the party seeking indemnification must promptly notify the other party in writing of a claim or suit and provide reasonable cooperation (at the Indemnitor's expense) and tender to the Indemnitor full authority to defend or settle the claim or suit. Neither party has any obligation to indemnify the other party in connection with any settlement made without the Indemnitor's written consent. The Indemnitor may not settle any claim or suit that is the subject of Paragraph 20(b) without the prior written consent of the Indemnitee, which consent shall not be unreasonably withheld. The Indemnitee has the right to employ separate counsel in any suit or claim; provided, that the fees and expenses of such counsel shall be an expense of the Indemnitee unless employment of such counsel has been specifically authorized by Indemnitor. 21. LIMITATION OF LIABILITY. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES OR EXPENSES (INCLUDING, WITHOUT LIMITATION, DAMAGES DUE TO LOSS OF PROFITS, LOSS OF PRODUCTION, LOSS OF SAVINGS, LOSS OF COMPETITIVE ADVANTAGE, LOSS OF GOODWILL, AND BUSINESS INTERRUPTION) ARISING FROM OR RELATED TO THIS AGREEMENT, OR TO ANY OF THE SERVICES OR WORK PRODUCT TO BE PROVIDED PURSUANT TO THIS AGREEMENT, OR TO ANY OTHER SUBJECT MATTER OF THIS AGREEMENT. THE

24 PROVISIONS OF THE NEXT PRECEDING SENTENCE SHALL APPLY: (A) REGARDLESS OF THE TYPE OF CLAIM, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY; AND (B) REGARDLESS OF THE CAUSE OF SUCH DAMAGES, EVEN IF THE OTHER PARTY HAS BEEN INFORMED OF SUCH DAMAGES, AND EVEN IF SUCH DAMAGES WERE FORESEEABLE; AND (C) REGARDLESS OF ANY CLAIM OR FINDING WITH RESPECT TO THE ADEQUACY, FAILURE OF PURPOSE, OR SUFFICIENCY OF ANY REMEDY PROVIDED FOR UNDER THIS AGREEMENT. EACH PARTY SHALL REMAIN RESPONSIBLE FOR MANAGING ITS BUSINESS, INCLUDING THE EFFECTS UPON ITS BUSINESS OF THE OTHER PARTY'S PERFORMANCE OR NON-PERFORMANCE UNDER THIS AGREEMENT, AND SHALL TAKE COMMERCIALLY REASONABLE STEPS TO MITIGATE THE OTHER PARTY'S LIABILITY FOR DIRECT DAMAGES. 22. DISPUTE RESOLUTION PROCEDURES. (a) BY THE PARTIES. Disputes arising hereunder shall be submitted to the parties for resolution under the following escalation procedures. The Project Representatives of each party shall attempt to resolve a dispute within one (1) business day of identification of the dispute. If the Project Representatives are not able to agree

24 PROVISIONS OF THE NEXT PRECEDING SENTENCE SHALL APPLY: (A) REGARDLESS OF THE TYPE OF CLAIM, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY; AND (B) REGARDLESS OF THE CAUSE OF SUCH DAMAGES, EVEN IF THE OTHER PARTY HAS BEEN INFORMED OF SUCH DAMAGES, AND EVEN IF SUCH DAMAGES WERE FORESEEABLE; AND (C) REGARDLESS OF ANY CLAIM OR FINDING WITH RESPECT TO THE ADEQUACY, FAILURE OF PURPOSE, OR SUFFICIENCY OF ANY REMEDY PROVIDED FOR UNDER THIS AGREEMENT. EACH PARTY SHALL REMAIN RESPONSIBLE FOR MANAGING ITS BUSINESS, INCLUDING THE EFFECTS UPON ITS BUSINESS OF THE OTHER PARTY'S PERFORMANCE OR NON-PERFORMANCE UNDER THIS AGREEMENT, AND SHALL TAKE COMMERCIALLY REASONABLE STEPS TO MITIGATE THE OTHER PARTY'S LIABILITY FOR DIRECT DAMAGES. 22. DISPUTE RESOLUTION PROCEDURES. (a) BY THE PARTIES. Disputes arising hereunder shall be submitted to the parties for resolution under the following escalation procedures. The Project Representatives of each party shall attempt to resolve a dispute within one (1) business day of identification of the dispute. If the Project Representatives are not able to agree within that time frame, the dispute shall be escalated to a supervisor designated by each party as provided in Paragraph 22(b) who shall attempt to resolve the dispute within one (1) business day of the escalation. If the supervisors are not able to agree within that time frame, the dispute shall be escalated to an executive designated by each party as provided in Paragraph 22(b) who shall attempt to resolve the dispute within two (2) business days of the escalation. If the executives are not able to agree within that time frame, the dispute shall be referred to arbitration under Paragraph 22(c). Delivery and acceptance obligations of the parties will remain unchanged during the escalation process under Paragraphs 22(a) and (b) unless both parties' designated representatives for dispute resolution agree otherwise in writing. (b) DESIGNATED REPRESENTATIVES. The parties have designated their respective Project Representatives, Change Control Managers, supervisors and executives as follows:
DST --Mike Gentry, Systems Officer Candi Lacy, Business Analyst Manager Mike Waterford, Group Vice President Tom McCullough, Executive Vice President PARTNERSHIP ----------Craig Alie Craig Alie Marty Lee Mort Comer

Project Representative Change Control Manager Supervisor Executive

The parties may change their designated representatives for dispute resolution from time to

25 time by providing prior notice to the other party as provided in Paragraph 24(d). (c) BY THE ARBITRATOR. In the event that the dispute is not resolved by the means provided in Paragraph 22(a) above, the dispute shall be referred, by either party providing notice to the other, to an independent, technically qualified arbitrator with experience in software development projects (the "Arbitrator") to resolve such disputes through binding arbitration. The Arbitrator shall be a representative of a Big 5 accounting firm that does not have a material relationship with either party hereto nor with any partner of the Partnership. The Arbitrator shall be selected by mutual agreement of the parties, which shall not be unreasonably withheld or delayed. In the event that the parties are unable to agree upon an Arbitrator from a Big 5 accounting firm as described above, the parties shall seek an Arbitrator from candidates presented by the American Arbitration Association ("AAA") and using the AAA's selection procedure. The parties may replace the Arbitrator at any time only by mutual written agreement. In the event that the Arbitrator dies or becomes incapacitated or is unwilling to serve, the parties shall

25 time by providing prior notice to the other party as provided in Paragraph 24(d). (c) BY THE ARBITRATOR. In the event that the dispute is not resolved by the means provided in Paragraph 22(a) above, the dispute shall be referred, by either party providing notice to the other, to an independent, technically qualified arbitrator with experience in software development projects (the "Arbitrator") to resolve such disputes through binding arbitration. The Arbitrator shall be a representative of a Big 5 accounting firm that does not have a material relationship with either party hereto nor with any partner of the Partnership. The Arbitrator shall be selected by mutual agreement of the parties, which shall not be unreasonably withheld or delayed. In the event that the parties are unable to agree upon an Arbitrator from a Big 5 accounting firm as described above, the parties shall seek an Arbitrator from candidates presented by the American Arbitration Association ("AAA") and using the AAA's selection procedure. The parties may replace the Arbitrator at any time only by mutual written agreement. In the event that the Arbitrator dies or becomes incapacitated or is unwilling to serve, the parties shall select a replacement using the selection process described above. The parties shall have three (3) business days after the referral to present their positions in writing to the Arbitrator, after which the Arbitrator shall provide each party with a copy of the written submission of the other, and set a date for a hearing. The Arbitrator shall have sole discretion regarding the admissibility of evidence and conduct of the hearing. At least three (3) business days prior to the hearing, each party shall submit to the other and to the Arbitrator a copy of all exhibits on which such party intends to rely at the hearing. There shall be no other discovery from either party. The Arbitrator may conduct the hearing at a location selected by the Arbitrator and shall endeavor to resolve the matter through a binding decision issued within ten (10) business days after the deadline for presentation of the parties' positions. The Arbitrator shall have the authority to award actual money damages, specific performance, and temporary injunctive relief, but shall not have the authority to award exemplary or punitive damages, and the parties expressly waive any claimed right to such damages. The arbitration shall be of each party's individual claims only, and no claim of any other party shall be subject to arbitration in such proceeding. The Arbitrator's ruling shall be final, binding on both parties and not appealable. The parties intend and agree that resolution of disputes shall be finally concluded by the Arbitrator and that neither party shall have the right to seek recourse or relief in the courts from an arbitration decision. The arbitration procedure provided herein shall be the sole forum in which disputes between the parties may be resolved. (d) PAYMENT OF ARBITRATOR'S FEES. The losing party in the arbitration of any dispute shall pay the fees incurred by the Arbitrator in handling that dispute. If neither side is the losing party or if the Arbitrator determines that the fees should be allocated in a different manner, payment of the Arbitrator's fees shall be made in accordance with the determination of the Arbitrator.

26 (e) EFFECT ON PERFORMANCE. The Arbitrator shall have authority to extend Delivery Dates or Acceptance Dates only to the extent that matters are in dispute that adversely impact any party's ability to deliver or accept the relevant Release. Both parties shall be obligated to continue to perform unless and until the Arbitrator rules that they are not obligated to do so. Failure to perform without such a ruling by the Arbitrator shall be at the risk of the non-performing party. If the Arbitrator recognizes or permits a delay caused by escalation or arbitration which affects the development process, the Release Delivery Dates shall be extended for the period of such delay. If the Arbitrator recognizes or permits such a delay which affects Acceptance Testing, the Partnership shall segregate the disputed issue and continue with all other Acceptance Testing, including Regression Testing, to the extent practicable. If such segregation is not practicable, the Arbitrator shall determine the amount of necessary delay in the Acceptance Dates set forth in Paragraph 13(a). The parties mutually agree that any such delay should be kept to a minimum. 23. EXPIRATION OR TERMINATION. (a) EXPIRATION. This Agreement shall expire upon delivery by the Partnership to DST of DST's total partnership interests in the Partnership pursuant to the Contribution Agreement (b) TERMINATION BY EITHER PARTY. Either party may terminate this Agreement upon notice to the other party if: (i) the other party is liquidated, dissolved or ceases to carry on business on a regular basis; or (ii) any federal or state bankruptcy, insolvency or receivership proceeding is instituted by or against the other party

26 (e) EFFECT ON PERFORMANCE. The Arbitrator shall have authority to extend Delivery Dates or Acceptance Dates only to the extent that matters are in dispute that adversely impact any party's ability to deliver or accept the relevant Release. Both parties shall be obligated to continue to perform unless and until the Arbitrator rules that they are not obligated to do so. Failure to perform without such a ruling by the Arbitrator shall be at the risk of the non-performing party. If the Arbitrator recognizes or permits a delay caused by escalation or arbitration which affects the development process, the Release Delivery Dates shall be extended for the period of such delay. If the Arbitrator recognizes or permits such a delay which affects Acceptance Testing, the Partnership shall segregate the disputed issue and continue with all other Acceptance Testing, including Regression Testing, to the extent practicable. If such segregation is not practicable, the Arbitrator shall determine the amount of necessary delay in the Acceptance Dates set forth in Paragraph 13(a). The parties mutually agree that any such delay should be kept to a minimum. 23. EXPIRATION OR TERMINATION. (a) EXPIRATION. This Agreement shall expire upon delivery by the Partnership to DST of DST's total partnership interests in the Partnership pursuant to the Contribution Agreement (b) TERMINATION BY EITHER PARTY. Either party may terminate this Agreement upon notice to the other party if: (i) the other party is liquidated, dissolved or ceases to carry on business on a regular basis; or (ii) any federal or state bankruptcy, insolvency or receivership proceeding is instituted by or against the other party unless, in the case of an involuntary proceeding, it is dismissed within forty-five (45) days. (c) SURVIVAL. The following provisions shall survive expiration or termination of this Agreement for any reason: Paragraph 15(c) (Delayed Delivery); Paragraph 16 (DST Rights After Contribution); Paragraph 19 (Warranties); Paragraph 20 (Indemnification); Paragraph 21 (Limitation of Liability); Paragraph 23 (Termination); and Paragraph 24 (General Provisions). Paragraph 17 (Confidentiality) shall survive expiration or termination of this Agreement in the event that Final Acceptance does not occur, subject to the provisions of Paragraph 15(c) regarding use of a third party to complete the System in accordance with a decision of the Arbitrator. Upon expiration or termination of this Agreement in the event Final Acceptance does not occur, each party shall return to the other or destroy any tangible materials in any medium embodying or containing any Release or Functionality previously delivered, including all deliverables associated therewith; PROVIDED that in the event that the outcome of the Dispute Resolution Procedures pursuant to Paragraph 15(c) is that the Partnership undertakes to complete development of the System, then so long as DST receives the equity to which it is entitled under Paragraph 8.6 or Paragraph 8.7 of the Contribution Agreement, as the case may be, the Partnership shall not be required to return or destroy any DST Confidential Information relating to the System. Confidential Information of the other party, and shall not thereafter use or disclose such Confidential Information.

27 24. GENERAL PROVISIONS. (a) ENTIRE AGREEMENT; MODIFICATION. This Agreement, including the Exhibits hereto, contains all of the agreements, representations and understandings of the parties with respect to the subject matter hereof, and supersedes any previous agreements, representations and understandings with respect to the subject matter. In the event of a conflict between this Agreement and the Exhibits hereto, this Agreement controls. This Agreement may not be modified or amended except by a separate written instrument duly executed by the parties. (b) WAIVER. No provision of or right under this Agreement shall be deemed to have been waived by any act or acquiescence on the part of either party, its agents or employees, or by any custom or practice of the parties with regard to the terms of performance hereof, but only by an instrument in writing signed by an authorized officer of each party. No waiver by either party of any breach of this Agreement by the other party shall be effective as to any other breach, whether of the same or any other term or condition and whether occurring before or after the date of such waiver. (c) CHOICE OF LAW. This Agreement shall be governed by the law of the state of Delaware, without giving effect to choice of law principles.

27 24. GENERAL PROVISIONS. (a) ENTIRE AGREEMENT; MODIFICATION. This Agreement, including the Exhibits hereto, contains all of the agreements, representations and understandings of the parties with respect to the subject matter hereof, and supersedes any previous agreements, representations and understandings with respect to the subject matter. In the event of a conflict between this Agreement and the Exhibits hereto, this Agreement controls. This Agreement may not be modified or amended except by a separate written instrument duly executed by the parties. (b) WAIVER. No provision of or right under this Agreement shall be deemed to have been waived by any act or acquiescence on the part of either party, its agents or employees, or by any custom or practice of the parties with regard to the terms of performance hereof, but only by an instrument in writing signed by an authorized officer of each party. No waiver by either party of any breach of this Agreement by the other party shall be effective as to any other breach, whether of the same or any other term or condition and whether occurring before or after the date of such waiver. (c) CHOICE OF LAW. This Agreement shall be governed by the law of the state of Delaware, without giving effect to choice of law principles. (d) NOTICE. All notices and other communications hereunder shall be in writing or by written telecommunication, and shall be deemed to have been duly given upon the earlier of (i) personal delivery; (ii) receipt if sent by postage-prepaid United States Registered or Certified Mail, Return Receipt Requested; (iii) the second next business day after deposit if sent by a reputable overnight courier; or (iv) upon electronic confirmation of receipt if sent by written telecommunication and confirmed by one of the other means of notice, as follows: If to the Partnership: EquiServe Limited Partnership 150 Royall Street Canton, Massachusetts 02021 Attention: Chief Executive Officer Facsimile No.: 781-575-4188

28 If to DST: DST Systems, Inc. 333 West 11th Street 5th Floor Kansas City, Missouri 64105 Attention: Executive Vice President Facsimile No.: 816-435-8630 With a copy to: Randall D. Young, Esq. Vice President and Counsel DST Systems, Inc.

28 If to DST: DST Systems, Inc. 333 West 11th Street 5th Floor Kansas City, Missouri 64105 Attention: Executive Vice President Facsimile No.: 816-435-8630 With a copy to: Randall D. Young, Esq. Vice President and Counsel DST Systems, Inc. 333 West 11th Street 5th Floor Kansas City, Missouri 64105 Facsimile No.: 816-435-1563 Any party may change the address to which notice is to be sent hereunder by giving the other party notice in the manner set forth herein. (e) WORD MEANING. Except as otherwise provided, as used herein the term "days" means calendar days. Words such as "herein," "hereinafter," "hereof" and "hereunder" refer to this Agreement as a whole and not merely to a paragraph or section in which such words appear, unless the context otherwise requires. The singular shall include the plural and each masculine, feminine and neuter reference shall include and refer also to the others, unless the context otherwise requires. "Including" shall mean including without limitation. Captions of the paragraphs and subparagraphs of this Agreement are for reference purposes only and do not constitute terms or conditions of this Agreement, and shall not limit or affect the terms or conditions hereof. (f) INDEPENDENT CONTRACTOR. Each of the parties hereto is an independent contractor and shall not be considered an agent or representative of the other for any purpose under this Agreement. (g) NON-ASSIGNMENT. This Agreement may not be assigned by either party without the written consent of the other, such consent not to be unreasonably withheld. DST at its option may subcontract its obligations hereunder, but shall remain responsible for the performance of its subcontractors. (h) SEVERABILITY. If any provision of this Agreement is held by a court of competent jurisdiction or by the Arbitrator to be unenforceable or illegal for any reason, such illegality or unenforceability shall not affect the validity or enforceability of any or all of the remaining provisions hereof and the remaining provisions hereof, if capable of substantial performance, shall remain in full force and effect.

29 (i) HEADINGS. The headings and captions used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. (j) CONSTRUCTION. The parties agree that the terms and conditions of the Agreement are the result of negotiations between the parties and that no part of this Agreement shall be construed against or in favor of any party by reason of the extent to which any party or its professional advisors participated in the preparation of the

29 (i) HEADINGS. The headings and captions used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. (j) CONSTRUCTION. The parties agree that the terms and conditions of the Agreement are the result of negotiations between the parties and that no part of this Agreement shall be construed against or in favor of any party by reason of the extent to which any party or its professional advisors participated in the preparation of the Agreement. (k) NO THIRD-PARTY BENEFICIARIES. Each party intends that this Agreement shall not benefit or create any right or cause of action in or on behalf of any person or entity other than the parties. (l) INSURANCE. Each party will determine the types and amounts of insurance coverage it requires in connection with this Agreement, and neither party is required to obtain insurance for the benefit of the other party, including without limitation business interruption insurance. Each party will pay all costs and receive all benefits under policies arranged by it. Each party waives rights of subrogation it may otherwise have regarding the other party's insurance policies. (m) COUNTERPARTS. This Agreement may be executed in any number of counterparts and either party hereto may execute any such counterpart, each of which when executed and delivered shall be

30 deemed to be an original and all of which counterparts taken together shall constitute but one and the same instrument. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized officers as of the date first written above. DST SYSTEMS, INC. BOSTON EQUISERVE LIMITED PARTNERSHIP
By: /s/Thomas A. McCullough -------------------------------Name: Thomas A. McCullough Title: Executive Vice President By: /s/Joseph L. Hooley -------------------------------Name: Joseph L. Hooley Title: Chairman

Exhibit 10.10 DST SYSTEMS, INC. OFFICERS INCENTIVE PLAN SECTION 1. PURPOSE The purpose of the Officers Incentive Plan is to reward plan participants for achieving defined earnings per share objectives that support increasing profitability of DST Systems, Inc. The Plan provides both annual and long-term incentives, contingent upon meeting annual and cumulative Earnings Per Share goals. The Company intends that the Plan will facilitate in securing, retaining, and motivating employees of superior capability; in providing competitive management compensation; and in linking incentive awards to objectives that should enhance shareholder value. SECTION 2. DEFINITIONS

30 deemed to be an original and all of which counterparts taken together shall constitute but one and the same instrument. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized officers as of the date first written above. DST SYSTEMS, INC. BOSTON EQUISERVE LIMITED PARTNERSHIP
By: /s/Thomas A. McCullough -------------------------------Name: Thomas A. McCullough Title: Executive Vice President By: /s/Joseph L. Hooley -------------------------------Name: Joseph L. Hooley Title: Chairman

Exhibit 10.10 DST SYSTEMS, INC. OFFICERS INCENTIVE PLAN SECTION 1. PURPOSE The purpose of the Officers Incentive Plan is to reward plan participants for achieving defined earnings per share objectives that support increasing profitability of DST Systems, Inc. The Plan provides both annual and long-term incentives, contingent upon meeting annual and cumulative Earnings Per Share goals. The Company intends that the Plan will facilitate in securing, retaining, and motivating employees of superior capability; in providing competitive management compensation; and in linking incentive awards to objectives that should enhance shareholder value. SECTION 2. DEFINITIONS When used in the Plan, the following words and phrases shall have the following meanings: (a) "Affiliate" means any entity other than the Company or a Subsidiary of which the Company or a Subsidiary directly or indirectly owns 50% or more of the combined voting power of all classes of stocks of such entity or 50% or more of the ownership interests in such entity. (b) "Beneficiary" means the person, persons, trust, or trusts which have been designated by a Participant in his or her most recent written beneficiary designation filed with the Company to receive the benefits specified under this Plan, if any, upon the Participant's death, or, if there is no designated Beneficiary or surviving designated Beneficiary, then the person, persons, trust, or trusts entitled by will or the laws of descent and distribution to receive such benefits. 1

(c) "Board" means the Board of Directors of the Company. (d) "Committee" means the Compensation Committee of the Board or such other Board Committee as may be designated by the Board to administer the Plan; provided, however, that the Committee shall consist of two or more directors of the Company each of whom is a "disinterested person" within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934, as amended from time to time and an "outside director" as required by Section 162(m) of the Internal Revenue Code.

Exhibit 10.10 DST SYSTEMS, INC. OFFICERS INCENTIVE PLAN SECTION 1. PURPOSE The purpose of the Officers Incentive Plan is to reward plan participants for achieving defined earnings per share objectives that support increasing profitability of DST Systems, Inc. The Plan provides both annual and long-term incentives, contingent upon meeting annual and cumulative Earnings Per Share goals. The Company intends that the Plan will facilitate in securing, retaining, and motivating employees of superior capability; in providing competitive management compensation; and in linking incentive awards to objectives that should enhance shareholder value. SECTION 2. DEFINITIONS When used in the Plan, the following words and phrases shall have the following meanings: (a) "Affiliate" means any entity other than the Company or a Subsidiary of which the Company or a Subsidiary directly or indirectly owns 50% or more of the combined voting power of all classes of stocks of such entity or 50% or more of the ownership interests in such entity. (b) "Beneficiary" means the person, persons, trust, or trusts which have been designated by a Participant in his or her most recent written beneficiary designation filed with the Company to receive the benefits specified under this Plan, if any, upon the Participant's death, or, if there is no designated Beneficiary or surviving designated Beneficiary, then the person, persons, trust, or trusts entitled by will or the laws of descent and distribution to receive such benefits. 1

(c) "Board" means the Board of Directors of the Company. (d) "Committee" means the Compensation Committee of the Board or such other Board Committee as may be designated by the Board to administer the Plan; provided, however, that the Committee shall consist of two or more directors of the Company each of whom is a "disinterested person" within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934, as amended from time to time and an "outside director" as required by Section 162(m) of the Internal Revenue Code. (e) "Common Stock" means the Common Stock of the Company. (f) "Common Stock Outstanding" means the weighted average number of actual shares of Common Stock issued and outstanding during the Plan Year, determined in accordance with generally accepted principles. In the event of a reorganization, recapitalization, stock split, spin off, stock dividend, combination of shares, merger, consolidation, rights offering, or any other change in the capital structure of the Company, the Committee may make such adjustment, if any, as it deems appropriate in the determination of Common Stock Outstanding. (g) "Company" means DST Systems, Inc., a corporation organized under the laws of Delaware, or any successor company. (h) "Disability" means the Participant, because of a physical or mental disability, will be unable to perform the duties of his or her customary position of employment (or is unable to engage in any substantial gainful activity for DST) for an indefinite period which the Committee considers will be of long continued duration. The Plan considers a Participant disabled on the date the Committee determines the Participant satisfies the definition of disability. The Committee may require a Participant to submit 2

(c) "Board" means the Board of Directors of the Company. (d) "Committee" means the Compensation Committee of the Board or such other Board Committee as may be designated by the Board to administer the Plan; provided, however, that the Committee shall consist of two or more directors of the Company each of whom is a "disinterested person" within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934, as amended from time to time and an "outside director" as required by Section 162(m) of the Internal Revenue Code. (e) "Common Stock" means the Common Stock of the Company. (f) "Common Stock Outstanding" means the weighted average number of actual shares of Common Stock issued and outstanding during the Plan Year, determined in accordance with generally accepted principles. In the event of a reorganization, recapitalization, stock split, spin off, stock dividend, combination of shares, merger, consolidation, rights offering, or any other change in the capital structure of the Company, the Committee may make such adjustment, if any, as it deems appropriate in the determination of Common Stock Outstanding. (g) "Company" means DST Systems, Inc., a corporation organized under the laws of Delaware, or any successor company. (h) "Disability" means the Participant, because of a physical or mental disability, will be unable to perform the duties of his or her customary position of employment (or is unable to engage in any substantial gainful activity for DST) for an indefinite period which the Committee considers will be of long continued duration. The Plan considers a Participant disabled on the date the Committee determines the Participant satisfies the definition of disability. The Committee may require a Participant to submit 2

to a physical examination in order to confirm disability. The Committee will apply the provisions of this section in a nondiscriminatory, consistent and uniform manner. (i) "Earnings Per Share" or "EPS" means Income divided by the number of shares of Common Stock Outstanding. (j) "Income" means net income of the Company and its consolidated Subsidiaries, determined in accordance with generally accepted principles, consistently applied, for any Plan Year for which the incentive awards are calculated, as reported by the Company and certified by the Company's independent certified public accountants. (k) "Market Price" means the closing price of Common Stock on the New York Stock Exchange. (l) "Participant(s)" mean all officers of the Company and such officers of Subsidiaries and Affiliates as designated from time to time by the Compensation Committee. (m) "Plan" means this Officers Incentive Plan, as it may be amended from time to time. (n) "Plan Year" means the fiscal year of the Company. The first Plan Year will begin January 1, 1997 and end December 31, 1997. (o) "Restricted Common Stock" means Common Stock delivered in payment of an incentive award and subject to restrictions described in Section 7. (p) "Subsidiary" means a corporation, domestic or foreign, the majority of the voting stock of which is owned directly or indirectly by the Company. 3

(q) "Targeted Earnings Per Share" or "Targeted EPS" means the Earnings Per Share criteria to be established by

to a physical examination in order to confirm disability. The Committee will apply the provisions of this section in a nondiscriminatory, consistent and uniform manner. (i) "Earnings Per Share" or "EPS" means Income divided by the number of shares of Common Stock Outstanding. (j) "Income" means net income of the Company and its consolidated Subsidiaries, determined in accordance with generally accepted principles, consistently applied, for any Plan Year for which the incentive awards are calculated, as reported by the Company and certified by the Company's independent certified public accountants. (k) "Market Price" means the closing price of Common Stock on the New York Stock Exchange. (l) "Participant(s)" mean all officers of the Company and such officers of Subsidiaries and Affiliates as designated from time to time by the Compensation Committee. (m) "Plan" means this Officers Incentive Plan, as it may be amended from time to time. (n) "Plan Year" means the fiscal year of the Company. The first Plan Year will begin January 1, 1997 and end December 31, 1997. (o) "Restricted Common Stock" means Common Stock delivered in payment of an incentive award and subject to restrictions described in Section 7. (p) "Subsidiary" means a corporation, domestic or foreign, the majority of the voting stock of which is owned directly or indirectly by the Company. 3

(q) "Targeted Earnings Per Share" or "Targeted EPS" means the Earnings Per Share criteria to be established by the Committee, from time to time and in its sole discretion, pursuant to Section 4(b) for purposes of determining incentive awards. SECTION 3. ELIGIBILITY AND PARTICIPATION Except in the event of (i) retirement on or after age 60, (ii) Disability, (iii) death, or (iv) termination without cause, a Participant must be an active employee of the Company, a Subsidiary, or Affiliate on December 31 of the Plan Year to be eligible for an incentive award. In the event of retirement, Disability, death, or termination without cause, the incentive award as calculated at the end of and for the full Plan Year shall be pro-rated to reflect the actual period of employment during the Plan Year. SECTION 4. INCENTIVE AWARD DETERMINATION (a) INCENTIVE AWARD OPPORTUNITY As soon as practical after adoption of the Plan, the Committee shall establish Threshold, Target, and Maximum incentive award opportunity levels (expressed as percentages of base salary as of the beginning of the Plan Year) for each Participant level in the Plan for the 1997, 1998, and 1999 Plan Years. For Plan Years following 1999, the Committee shall establish award opportunity levels at the times and in the manner it deems appropriate for carrying out the intent of this Plan . The amount of the incentive award earned will be pro-rated between incentive award opportunity levels to reflect actual performance attained. No incentive award will be payable with respect to a performance measure and weighting where less than Threshold 4

performance has been attained. No incentive award for a Plan Year shall exceed 250% of the Participant's base salary as of the beginning of the Plan Year.

(q) "Targeted Earnings Per Share" or "Targeted EPS" means the Earnings Per Share criteria to be established by the Committee, from time to time and in its sole discretion, pursuant to Section 4(b) for purposes of determining incentive awards. SECTION 3. ELIGIBILITY AND PARTICIPATION Except in the event of (i) retirement on or after age 60, (ii) Disability, (iii) death, or (iv) termination without cause, a Participant must be an active employee of the Company, a Subsidiary, or Affiliate on December 31 of the Plan Year to be eligible for an incentive award. In the event of retirement, Disability, death, or termination without cause, the incentive award as calculated at the end of and for the full Plan Year shall be pro-rated to reflect the actual period of employment during the Plan Year. SECTION 4. INCENTIVE AWARD DETERMINATION (a) INCENTIVE AWARD OPPORTUNITY As soon as practical after adoption of the Plan, the Committee shall establish Threshold, Target, and Maximum incentive award opportunity levels (expressed as percentages of base salary as of the beginning of the Plan Year) for each Participant level in the Plan for the 1997, 1998, and 1999 Plan Years. For Plan Years following 1999, the Committee shall establish award opportunity levels at the times and in the manner it deems appropriate for carrying out the intent of this Plan . The amount of the incentive award earned will be pro-rated between incentive award opportunity levels to reflect actual performance attained. No incentive award will be payable with respect to a performance measure and weighting where less than Threshold 4

performance has been attained. No incentive award for a Plan Year shall exceed 250% of the Participant's base salary as of the beginning of the Plan Year. (b) PERFORMANCE MEASURES AND WEIGHTING As soon as practical after adoption of the Plan, the Committee shall establish performance criteria and weighting between performance criteria for each level of incentive award opportunity for the 1997, 1998, and 1999 Plan Years. The performance criteria shall be based upon 1997 Targeted Earnings Per Share for each of the Threshold, Target and Maximum incentive award opportunity levels, annual increases in the Targeted Earnings Per Share for 1998 and 1999, and cumulative Targeted Earnings Per Share. For Plan Years following 1999, the Committee shall establish performance criteria, based on Earnings Per Share, and weighting among criteria for each Participant at the times and in the manner it deems appropriate for carrying out the intent of this Plan. Weighting between annual and cumulative Targeted Earnings Per Share goals for the first three Plan Years shall be as follows: 1997 Plan Year: 100% on 1997 Targeted EPS. 1998 Plan Year: 67% on 1998 Targeted EPS; 33% on cumulative 1997 and 1998 Targeted EPS. 1999 Plan Year: 50% on 1999 Targeted EPS; 50% on cumulative 1997, 1998, and 1999 Targeted EPS. 5

SECTION 5. PAYMENT OF EARNED INCENTIVE AWARDS As soon as practical after the end of the Plan Year and upon the compilation of the necessary information, the Committee shall determine the degree of attainment of the performance measures and the awards payable in accordance with Section 4 and this Section 5. The Committee shall certify, in writing, prior to the payment of incentive awards that the performance goals and other material terms of the Plan have been satisfied.

performance has been attained. No incentive award for a Plan Year shall exceed 250% of the Participant's base salary as of the beginning of the Plan Year. (b) PERFORMANCE MEASURES AND WEIGHTING As soon as practical after adoption of the Plan, the Committee shall establish performance criteria and weighting between performance criteria for each level of incentive award opportunity for the 1997, 1998, and 1999 Plan Years. The performance criteria shall be based upon 1997 Targeted Earnings Per Share for each of the Threshold, Target and Maximum incentive award opportunity levels, annual increases in the Targeted Earnings Per Share for 1998 and 1999, and cumulative Targeted Earnings Per Share. For Plan Years following 1999, the Committee shall establish performance criteria, based on Earnings Per Share, and weighting among criteria for each Participant at the times and in the manner it deems appropriate for carrying out the intent of this Plan. Weighting between annual and cumulative Targeted Earnings Per Share goals for the first three Plan Years shall be as follows: 1997 Plan Year: 100% on 1997 Targeted EPS. 1998 Plan Year: 67% on 1998 Targeted EPS; 33% on cumulative 1997 and 1998 Targeted EPS. 1999 Plan Year: 50% on 1999 Targeted EPS; 50% on cumulative 1997, 1998, and 1999 Targeted EPS. 5

SECTION 5. PAYMENT OF EARNED INCENTIVE AWARDS As soon as practical after the end of the Plan Year and upon the compilation of the necessary information, the Committee shall determine the degree of attainment of the performance measures and the awards payable in accordance with Section 4 and this Section 5. The Committee shall certify, in writing, prior to the payment of incentive awards that the performance goals and other material terms of the Plan have been satisfied. The aggregate incentive award determined for a Plan Year (annual and cumulative) shall be paid to the Participant in a combination of cash and Restricted Common Stock, depending on the level of incentive award earned, as follows: (a) 100% cash for that portion of a Participant's incentive award up to and including his or her Threshold incentive opportunity level; (b) 60% cash and 40% Restricted Common Stock for that portion of a Participant's incentive award above his or her Threshold incentive opportunity levels up to and including his or her Target incentive opportunity level; and (c) 50% cash and 50% Restricted Common Stock for that portion of a Participant's incentive award above his or her Target incentive opportunity levels up to and including his or her Maximum incentive opportunity level. Upon the Committee's written certification, the Company shall pay the cash portion of the incentive award earned, less any amounts required to be withheld for federal, state and local taxes, as soon as practicable and shall grant the 6

Restricted Common Stock portion in accordance with the procedures and restrictions set forth in Section 7. SECTION 6. LIMITATIONS ON INCENTIVE AWARDS The aggregate value of all incentive awards for a Plan Year shall not exceed ten percent (10%) of the Company's pre-tax income for such Plan Year. If incentive awards generated in a Plan Year exceed this amount, the

SECTION 5. PAYMENT OF EARNED INCENTIVE AWARDS As soon as practical after the end of the Plan Year and upon the compilation of the necessary information, the Committee shall determine the degree of attainment of the performance measures and the awards payable in accordance with Section 4 and this Section 5. The Committee shall certify, in writing, prior to the payment of incentive awards that the performance goals and other material terms of the Plan have been satisfied. The aggregate incentive award determined for a Plan Year (annual and cumulative) shall be paid to the Participant in a combination of cash and Restricted Common Stock, depending on the level of incentive award earned, as follows: (a) 100% cash for that portion of a Participant's incentive award up to and including his or her Threshold incentive opportunity level; (b) 60% cash and 40% Restricted Common Stock for that portion of a Participant's incentive award above his or her Threshold incentive opportunity levels up to and including his or her Target incentive opportunity level; and (c) 50% cash and 50% Restricted Common Stock for that portion of a Participant's incentive award above his or her Target incentive opportunity levels up to and including his or her Maximum incentive opportunity level. Upon the Committee's written certification, the Company shall pay the cash portion of the incentive award earned, less any amounts required to be withheld for federal, state and local taxes, as soon as practicable and shall grant the 6

Restricted Common Stock portion in accordance with the procedures and restrictions set forth in Section 7. SECTION 6. LIMITATIONS ON INCENTIVE AWARDS The aggregate value of all incentive awards for a Plan Year shall not exceed ten percent (10%) of the Company's pre-tax income for such Plan Year. If incentive awards generated in a Plan Year exceed this amount, the incentive awards for all Participants shall be reduced pro-rata. SECTION 7. RESTRICTED COMMON STOCK (a) ISSUANCE OF RESTRICTED COMMON STOCK Each Participant receiving an award of Restricted Common Stock shall have issued in his or her name a number of full shares of Restricted Common Stock equal to the whole number of the quotient obtained by dividing the dollar amount of the incentive award to be settled in Restricted Common Stock, as determined in Section 5, by the Market Price on the "date of grant." The date that the Committee approves the incentive awards for the Plan Year shall be deemed to be the date of grant. If the amount of the award is not evenly divisible by such Market Price, then the remainder shall be paid to the Participant in cash. (b) RIGHTS AND OBLIGATIONS ON RESTRICTED COMMON STOCK A certificate for all shares of Restricted Common Stock registered in the name of a Participant shall be delivered to the office of the corporate secretary for safekeeping. The Participant shall thereupon be a stockholder and have all the rights of a stockholder with respect to such shares, including the right to vote and receive all dividends or other distributions made or paid with respect to such shares; provided, that, in the discretion of the Compensation Committee, all such distributions that are not capital stock 7

of the employer of the Participant shall be converted to capital stock of such employer, and provided further, that such shares of Restricted Common Stock, and any new, additional or different securities the Participant may

Restricted Common Stock portion in accordance with the procedures and restrictions set forth in Section 7. SECTION 6. LIMITATIONS ON INCENTIVE AWARDS The aggregate value of all incentive awards for a Plan Year shall not exceed ten percent (10%) of the Company's pre-tax income for such Plan Year. If incentive awards generated in a Plan Year exceed this amount, the incentive awards for all Participants shall be reduced pro-rata. SECTION 7. RESTRICTED COMMON STOCK (a) ISSUANCE OF RESTRICTED COMMON STOCK Each Participant receiving an award of Restricted Common Stock shall have issued in his or her name a number of full shares of Restricted Common Stock equal to the whole number of the quotient obtained by dividing the dollar amount of the incentive award to be settled in Restricted Common Stock, as determined in Section 5, by the Market Price on the "date of grant." The date that the Committee approves the incentive awards for the Plan Year shall be deemed to be the date of grant. If the amount of the award is not evenly divisible by such Market Price, then the remainder shall be paid to the Participant in cash. (b) RIGHTS AND OBLIGATIONS ON RESTRICTED COMMON STOCK A certificate for all shares of Restricted Common Stock registered in the name of a Participant shall be delivered to the office of the corporate secretary for safekeeping. The Participant shall thereupon be a stockholder and have all the rights of a stockholder with respect to such shares, including the right to vote and receive all dividends or other distributions made or paid with respect to such shares; provided, that, in the discretion of the Compensation Committee, all such distributions that are not capital stock 7

of the employer of the Participant shall be converted to capital stock of such employer, and provided further, that such shares of Restricted Common Stock, and any new, additional or different securities the Participant may become entitled to receive with respect to such shares by virtue of a stock split or stock dividend or any other change in the corporate or capital structure of the Company, shall be subject to the restrictions described in Section 7 (c). (c) RESTRICTIONS ON RESTRICTED COMMON STOCK Prior to their release as provided in Section 7 (d), the shares of Restricted Common Stock may not be sold, exchanged, transferred, pledged, hypothecated, or otherwise disposed of by the Participant. However, nothing herein shall preclude a Participant from making a gift of any shares of Restricted Common Stock to a spouse, child, step-child, grandchild, parent or sibling, or legal dependent of the Participant or to a trust of which the beneficiary or beneficiaries of the corpus and the income shall be either such a person or the Participant; provided that, the Restricted Common Stock so given shall remain subject to the restrictions, obligations and conditions described in this Section. (d) RELEASE OF RESTRICTIONS AND DELIVERY OF SHARES All restrictions on Restricted Common Stock shall lapse on the last day of the third fiscal year following the Plan Year for which the Restricted Common Stock was awarded (the "Release of Restriction Date"); provided, however that in the event of termination of employment with the Company, Subsidiary, or Affiliate for any reason other than the Participant's (i) retirement on or after 60, (ii) Disability, (iii) death, or (iv) termination by the Company without cause, all rights to any shares of Restricted Common Stock with respect to such award shall be forfeited to the Company and certificates for such shares shall be cancelled and of no further effect. 8

Any shares of Restricted Common Stock then held by the office of the corporate secretary shall be delivered, free and clear of all restrictions, to (i) the Participant upon the Release of Restriction Date; his or her retirement on or after 60; Disability; or termination without cause; or (ii) his or her Beneficiary upon his or her death before retirement.

of the employer of the Participant shall be converted to capital stock of such employer, and provided further, that such shares of Restricted Common Stock, and any new, additional or different securities the Participant may become entitled to receive with respect to such shares by virtue of a stock split or stock dividend or any other change in the corporate or capital structure of the Company, shall be subject to the restrictions described in Section 7 (c). (c) RESTRICTIONS ON RESTRICTED COMMON STOCK Prior to their release as provided in Section 7 (d), the shares of Restricted Common Stock may not be sold, exchanged, transferred, pledged, hypothecated, or otherwise disposed of by the Participant. However, nothing herein shall preclude a Participant from making a gift of any shares of Restricted Common Stock to a spouse, child, step-child, grandchild, parent or sibling, or legal dependent of the Participant or to a trust of which the beneficiary or beneficiaries of the corpus and the income shall be either such a person or the Participant; provided that, the Restricted Common Stock so given shall remain subject to the restrictions, obligations and conditions described in this Section. (d) RELEASE OF RESTRICTIONS AND DELIVERY OF SHARES All restrictions on Restricted Common Stock shall lapse on the last day of the third fiscal year following the Plan Year for which the Restricted Common Stock was awarded (the "Release of Restriction Date"); provided, however that in the event of termination of employment with the Company, Subsidiary, or Affiliate for any reason other than the Participant's (i) retirement on or after 60, (ii) Disability, (iii) death, or (iv) termination by the Company without cause, all rights to any shares of Restricted Common Stock with respect to such award shall be forfeited to the Company and certificates for such shares shall be cancelled and of no further effect. 8

Any shares of Restricted Common Stock then held by the office of the corporate secretary shall be delivered, free and clear of all restrictions, to (i) the Participant upon the Release of Restriction Date; his or her retirement on or after 60; Disability; or termination without cause; or (ii) his or her Beneficiary upon his or her death before retirement. SECTION 8. CHANGE IN CONTROL (a) RELEASE OF RESTRICTIONS In the event of a Change in Control (as defined below), all time periods and requirements necessary to cause a release of restrictions as set forth in Section 7(d) shall be deemed to have been met; and, the Release of Restrictions Date will be deemed to be upon such Change in Control. Any shares of Restricted Common Stock then held by the office of the corporate secretary shall be delivered to the Participant upon such Release of Restrictions, free and clear of all restrictions. (b) SHORT PLAN YEAR Notwithstanding anything in the Plan to the contrary, in the event of a Change in Control: (i) the Plan Year will end as of the Change in Control; (ii) the attained level of performance with respect to any and all performance goals and weighting and the resulting incentive award earned for the Plan Year shall be deemed to be at Maximum, without reduction for a short Plan Year; and (iii) the incentive award for the Plan Year shall be paid promptly in cash. 9

(c) CHANGE IN CONTROL DEFINED For purposes of this Plan, a "Change in Control" shall be deemed to have occurred if the conditions in (i), (ii), or (iii) are met: (i) for any reason at any time less than seventy-five percent (75%) of the members of the Board shall be individuals who fall into any of the following categories:

Any shares of Restricted Common Stock then held by the office of the corporate secretary shall be delivered, free and clear of all restrictions, to (i) the Participant upon the Release of Restriction Date; his or her retirement on or after 60; Disability; or termination without cause; or (ii) his or her Beneficiary upon his or her death before retirement. SECTION 8. CHANGE IN CONTROL (a) RELEASE OF RESTRICTIONS In the event of a Change in Control (as defined below), all time periods and requirements necessary to cause a release of restrictions as set forth in Section 7(d) shall be deemed to have been met; and, the Release of Restrictions Date will be deemed to be upon such Change in Control. Any shares of Restricted Common Stock then held by the office of the corporate secretary shall be delivered to the Participant upon such Release of Restrictions, free and clear of all restrictions. (b) SHORT PLAN YEAR Notwithstanding anything in the Plan to the contrary, in the event of a Change in Control: (i) the Plan Year will end as of the Change in Control; (ii) the attained level of performance with respect to any and all performance goals and weighting and the resulting incentive award earned for the Plan Year shall be deemed to be at Maximum, without reduction for a short Plan Year; and (iii) the incentive award for the Plan Year shall be paid promptly in cash. 9

(c) CHANGE IN CONTROL DEFINED For purposes of this Plan, a "Change in Control" shall be deemed to have occurred if the conditions in (i), (ii), or (iii) are met: (i) for any reason at any time less than seventy-five percent (75%) of the members of the Board shall be individuals who fall into any of the following categories: (A) individuals who were members of such Board on September 1, 1995; (B) individuals whose election, or nomination for election by the Company's stockholders, was approved by a vote of at least seventy-five percent (75%) of the members of the Board then still in office who were members of such Board on September 1, 1995; or (C) individuals whose election, or nomination for election by the Company's stockholders, was approved by a vote of at least seventy-five percent (75%) of the members of the Board then still in office who were elected in the manner described in (A) or (B) above. (ii) any "person" (as such term is used in Sections 13(d) and 14(d)(2) of the Exchange Act) shall have become, according to a public announcement or filing, without the prior approval of the Board, the "beneficial owner" (as defined in Rule 13(d)-3 under the Exchange Act) directly or indirectly, of securities of the Company representing twenty percent (20%) or more (calculated in accordance with Rule 13(d)-3) of the combined voting power of the Company's then outstanding voting securities (such "person" hereafter referred to as 10

a "Major Stockholder"). For purposes of the Plan, Kansas City Southern Industries, Inc. shall not be deemed to be a Major Stockholder unless its ownership of voting securities of the Company, directly or indirectly, falls below twenty percent (20%) and subsequently increases to represent twenty percent (20%) or more of the Company's then outstanding voting securities.

(c) CHANGE IN CONTROL DEFINED For purposes of this Plan, a "Change in Control" shall be deemed to have occurred if the conditions in (i), (ii), or (iii) are met: (i) for any reason at any time less than seventy-five percent (75%) of the members of the Board shall be individuals who fall into any of the following categories: (A) individuals who were members of such Board on September 1, 1995; (B) individuals whose election, or nomination for election by the Company's stockholders, was approved by a vote of at least seventy-five percent (75%) of the members of the Board then still in office who were members of such Board on September 1, 1995; or (C) individuals whose election, or nomination for election by the Company's stockholders, was approved by a vote of at least seventy-five percent (75%) of the members of the Board then still in office who were elected in the manner described in (A) or (B) above. (ii) any "person" (as such term is used in Sections 13(d) and 14(d)(2) of the Exchange Act) shall have become, according to a public announcement or filing, without the prior approval of the Board, the "beneficial owner" (as defined in Rule 13(d)-3 under the Exchange Act) directly or indirectly, of securities of the Company representing twenty percent (20%) or more (calculated in accordance with Rule 13(d)-3) of the combined voting power of the Company's then outstanding voting securities (such "person" hereafter referred to as 10

a "Major Stockholder"). For purposes of the Plan, Kansas City Southern Industries, Inc. shall not be deemed to be a Major Stockholder unless its ownership of voting securities of the Company, directly or indirectly, falls below twenty percent (20%) and subsequently increases to represent twenty percent (20%) or more of the Company's then outstanding voting securities. (iii) the stockholders of the Company shall have approved a merger, consolidation or dissolution of the Company or a sale, lease, exchange or disposition of all or substantially all of the Company's assets, or a Major Stockholder shall have proposed any such transaction, unless such merger, consolidation, dissolution, sale, lease, exchange or disposition shall have been approved by at least seventy-five percent (75%) of the members of the Board who are individuals falling into any combination of the following categories: (A) individuals who were members of such Board on September 1, 1995; (B) individuals whose election or nomination for election by the Company's stockholders was approved by at least seventy-five percent (75%) of the members of the Board then still in office who are members of the Board on September 1, 1995; or (C) individuals whose election, or nomination for election by the Company's stockholders was approved by a vote of at least seventy-five percent (75%) of the members of the Board then still in office who were elected in the manner described in (A) or (B) above. 11

SECTION 9. PLAN ADMINISTRATION The Plan shall be administered by the Committee which is authorized to establish such rules and procedures necessary to carry out its tasks. The Committee shall have sole discretion in interpreting and in exercising its authority under the Plan. Any action of the Committee with respect to the Plan shall be final, conclusive and binding on all persons including the Company, Subsidiaries, Affiliates, Participants, and any person claiming any rights under the Plan from or through any Participant.

a "Major Stockholder"). For purposes of the Plan, Kansas City Southern Industries, Inc. shall not be deemed to be a Major Stockholder unless its ownership of voting securities of the Company, directly or indirectly, falls below twenty percent (20%) and subsequently increases to represent twenty percent (20%) or more of the Company's then outstanding voting securities. (iii) the stockholders of the Company shall have approved a merger, consolidation or dissolution of the Company or a sale, lease, exchange or disposition of all or substantially all of the Company's assets, or a Major Stockholder shall have proposed any such transaction, unless such merger, consolidation, dissolution, sale, lease, exchange or disposition shall have been approved by at least seventy-five percent (75%) of the members of the Board who are individuals falling into any combination of the following categories: (A) individuals who were members of such Board on September 1, 1995; (B) individuals whose election or nomination for election by the Company's stockholders was approved by at least seventy-five percent (75%) of the members of the Board then still in office who are members of the Board on September 1, 1995; or (C) individuals whose election, or nomination for election by the Company's stockholders was approved by a vote of at least seventy-five percent (75%) of the members of the Board then still in office who were elected in the manner described in (A) or (B) above. 11

SECTION 9. PLAN ADMINISTRATION The Plan shall be administered by the Committee which is authorized to establish such rules and procedures necessary to carry out its tasks. The Committee shall have sole discretion in interpreting and in exercising its authority under the Plan. Any action of the Committee with respect to the Plan shall be final, conclusive and binding on all persons including the Company, Subsidiaries, Affiliates, Participants, and any person claiming any rights under the Plan from or through any Participant. Except for those functions that must be performed by the Committee pursuant to Section 16 of the Securities Exchange Act of 1934 and other applicable law, the Committee may delegate to officers of the Company the authority, subject to such terms as the Committee shall determine, to perform administrative functions. Notwithstanding anything herein to the contrary, the Committee shall be solely responsible for certifying, in writing, prior to payment of any incentive awards that the performance goals and other material terms were satisfied. SECTION 10. NO RIGHT TO CONTINUED EMPLOYMENT Neither the establishment of the Plan, the participation by an individual in the Plan nor the payment of any award hereunder or any other action pursuant to the Plan shall be held or construed to confer upon any Participant the right to continue in the employ of the Company, a Subsidiary, or Affiliate or affect any right which the Company or its Subsidiaries have to terminate at will the employment of any such Participant. 12

SECTION 11. NON-TRANSFERABILITY OF AWARDS Except as otherwise provided in this Plan, no amount payable at any time under the Plan shall be subject to alienation by anticipation, sale, transfer, assignment, bankruptcy, pledge, attachment, charge, or encumbrance of any kind nor in any manner be subject to the debts or liabilities of any person, and any attempt to so alienate or subject any such amount shall be void. SECTION 12. AMENDMENT AND TERMINATION OF THE PLAN

SECTION 9. PLAN ADMINISTRATION The Plan shall be administered by the Committee which is authorized to establish such rules and procedures necessary to carry out its tasks. The Committee shall have sole discretion in interpreting and in exercising its authority under the Plan. Any action of the Committee with respect to the Plan shall be final, conclusive and binding on all persons including the Company, Subsidiaries, Affiliates, Participants, and any person claiming any rights under the Plan from or through any Participant. Except for those functions that must be performed by the Committee pursuant to Section 16 of the Securities Exchange Act of 1934 and other applicable law, the Committee may delegate to officers of the Company the authority, subject to such terms as the Committee shall determine, to perform administrative functions. Notwithstanding anything herein to the contrary, the Committee shall be solely responsible for certifying, in writing, prior to payment of any incentive awards that the performance goals and other material terms were satisfied. SECTION 10. NO RIGHT TO CONTINUED EMPLOYMENT Neither the establishment of the Plan, the participation by an individual in the Plan nor the payment of any award hereunder or any other action pursuant to the Plan shall be held or construed to confer upon any Participant the right to continue in the employ of the Company, a Subsidiary, or Affiliate or affect any right which the Company or its Subsidiaries have to terminate at will the employment of any such Participant. 12

SECTION 11. NON-TRANSFERABILITY OF AWARDS Except as otherwise provided in this Plan, no amount payable at any time under the Plan shall be subject to alienation by anticipation, sale, transfer, assignment, bankruptcy, pledge, attachment, charge, or encumbrance of any kind nor in any manner be subject to the debts or liabilities of any person, and any attempt to so alienate or subject any such amount shall be void. SECTION 12. AMENDMENT AND TERMINATION OF THE PLAN The Committee may amend or terminate this Plan in whole or in part at any time without the consent of or prior notice to any Participant including, but not limited to modifying (a) the Targeted EPS, (b) the incentive award opportunity levels for any or all Participants, (c) the weighting between annual and cumulative Targeted EPS, (d) the percentages of cash, restricted stock (or other equity components such as options) to be paid to a Participant as an incentive award. No such amendment or termination shall adversely affect the right of a Participant to receive any amount to which he has become entitled by achieving goals prior to such amendment or termination. In the event of a termination of the Plan or an amendment which adversely affects the computation of an award to a Participant which occurs during a Plan Year, the Participant shall be entitled to receive (i) a prorata award to the effective date of such termination or amendment, calculated under the terms and conditions of the Plan immediately prior to such effective date and (ii) any award provided by such amended Plan for the balance of such Plan Year. Upon termination of this Plan, any Restricted Common Stock held by the office of the corporate secretary shall remain subject to the restrictions, obligations, rights and conditions described in Sections 7 and 8 as though the Plan had not terminated. 13

SECTION 13. INDEMNIFICATION

SECTION 11. NON-TRANSFERABILITY OF AWARDS Except as otherwise provided in this Plan, no amount payable at any time under the Plan shall be subject to alienation by anticipation, sale, transfer, assignment, bankruptcy, pledge, attachment, charge, or encumbrance of any kind nor in any manner be subject to the debts or liabilities of any person, and any attempt to so alienate or subject any such amount shall be void. SECTION 12. AMENDMENT AND TERMINATION OF THE PLAN The Committee may amend or terminate this Plan in whole or in part at any time without the consent of or prior notice to any Participant including, but not limited to modifying (a) the Targeted EPS, (b) the incentive award opportunity levels for any or all Participants, (c) the weighting between annual and cumulative Targeted EPS, (d) the percentages of cash, restricted stock (or other equity components such as options) to be paid to a Participant as an incentive award. No such amendment or termination shall adversely affect the right of a Participant to receive any amount to which he has become entitled by achieving goals prior to such amendment or termination. In the event of a termination of the Plan or an amendment which adversely affects the computation of an award to a Participant which occurs during a Plan Year, the Participant shall be entitled to receive (i) a prorata award to the effective date of such termination or amendment, calculated under the terms and conditions of the Plan immediately prior to such effective date and (ii) any award provided by such amended Plan for the balance of such Plan Year. Upon termination of this Plan, any Restricted Common Stock held by the office of the corporate secretary shall remain subject to the restrictions, obligations, rights and conditions described in Sections 7 and 8 as though the Plan had not terminated. 13

SECTION 13. INDEMNIFICATION

SECTION 13. INDEMNIFICATION The Company shall indemnify and hold harmless the Committee and each Committee member against any and all claims, loss, damage, expense or liability arising from any good faith action or failure to act with respect to this Plan. SECTION 14. INCAPACITY If the Committee determines that any person entitled to payments under the Plan is unable to care for his or her affairs because of illness or accident, or has died without naming a Beneficiary, unless a prior claim has been made by a duly appointed legal representative, any payment due to such person or his or her estate may, if the Committee so directs, be paid to the person's spouse, child, a relative, an institution maintaining or having custody of such person, or any other person the Committee deems to be a proper recipient on behalf of the person entitled to the payment. SECTION 15. GOVERNING LAW The provisions of the Plan shall be construed and interpreted according to the laws of the State of Missouri without reference to its principles of conflicts of law. SECTION 16. SEVERABILITY If any provision of the Plan is held invalid or unenforceable, such invalidity or unenforceability shall not affect any other provision of the Plan, and the Plan shall be construed and enforced as if such provision had not been included. 14

SECTION 17. HEADINGS The headings of sections of the Plan are for convenience of reference. In case of any conflict, the text of the Plan, rather than such headings, shall control. ***** This Plan adopted by the Compensation Committee this 27th day of February, 1997.
By: /s/ M. Jeannine Strandjord -------------------------------------------------M. Jeannine Strandjord Chair, DST Systems, Inc. Compensation Committee

15

Exhibit 10.11 DST SYSTEMS, INC. DEFERRED COMPENSATION PLAN SECTION 1 INTRODUCTION 1.1 THE PLAN AND ITS EFFECTIVE DATE. The DST Systems, Inc. Deferred Compensation Plan ("Plan") is established as of May 12, 1998 (the "Effective Date"). 1.2 PURPOSE. DST Systems, Inc. (the "Company") has established the Plan for a select group of management

SECTION 17. HEADINGS The headings of sections of the Plan are for convenience of reference. In case of any conflict, the text of the Plan, rather than such headings, shall control. ***** This Plan adopted by the Compensation Committee this 27th day of February, 1997.
By: /s/ M. Jeannine Strandjord -------------------------------------------------M. Jeannine Strandjord Chair, DST Systems, Inc. Compensation Committee

15

Exhibit 10.11 DST SYSTEMS, INC. DEFERRED COMPENSATION PLAN SECTION 1 INTRODUCTION 1.1 THE PLAN AND ITS EFFECTIVE DATE. The DST Systems, Inc. Deferred Compensation Plan ("Plan") is established as of May 12, 1998 (the "Effective Date"). 1.2 PURPOSE. DST Systems, Inc. (the "Company") has established the Plan for a select group of management and highly compensated employees of the Company or any subsidiary or affiliate that adopts the Plan in accordance with Section 6 (together with the Company, an "Employer) to attract and retain highly qualified personnel by offering the benefits of a non-qualified, unfunded plan of deferred compensation. The Plan is intended to be a top-hat plan described in Sections 201(2), 301(a)(3) and 401(a)(1) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). 1.3 ADMINISTRATION. The Plan shall be administered by a committee (the "Committee") appointed by the Board of Directors of the Company (the "Board"). The Committee shall have the powers set forth in the Plan and the power to interpret its provisions. Any decisions of the Committee shall be final and binding on all persons with regard to the Plan. The Committee may delegate its authority hereunder to one or more officers or directors of the Company. The members of the Committee shall serve at the pleasure of the Board and may be removed, with or without cause, by the Board. SECTION 2 PARTICIPATION DEFERRAL ELECTIONS AND DEFERRAL AWARDS 2.1 ELIGIBILITY AND PARTICIPATION. Subject to the terms, conditions and limitations of the Plan, such employees of the Company or other Employer who are identified as eligible by the Committee shall be eligible to participate in the Plan ("Eligible Employees"). Any Eligible Employee who makes a Deferral Election as described in Section 2.2 below, or with respect to whom the Committee makes a Deferral Award as described in Section 2.3 below, shall become a participant in the Plan ("Participant") and shall remain a Participant until the entire balance of his Deferral Account (defined in Section 3.1 below) is either forfeited or distributed. 2.2 RULES FOR DEFERRAL ELECTIONS. To the extent permitted by the Committee, and subject to any terms, conditions or limitations that the Committee may prescribe, an Eligible Employee may make an irrevocable election ("Deferral Election") to defer receipt of compensation from the Company or other Employer in accordance with the rules set forth below:

Exhibit 10.11 DST SYSTEMS, INC. DEFERRED COMPENSATION PLAN SECTION 1 INTRODUCTION 1.1 THE PLAN AND ITS EFFECTIVE DATE. The DST Systems, Inc. Deferred Compensation Plan ("Plan") is established as of May 12, 1998 (the "Effective Date"). 1.2 PURPOSE. DST Systems, Inc. (the "Company") has established the Plan for a select group of management and highly compensated employees of the Company or any subsidiary or affiliate that adopts the Plan in accordance with Section 6 (together with the Company, an "Employer) to attract and retain highly qualified personnel by offering the benefits of a non-qualified, unfunded plan of deferred compensation. The Plan is intended to be a top-hat plan described in Sections 201(2), 301(a)(3) and 401(a)(1) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). 1.3 ADMINISTRATION. The Plan shall be administered by a committee (the "Committee") appointed by the Board of Directors of the Company (the "Board"). The Committee shall have the powers set forth in the Plan and the power to interpret its provisions. Any decisions of the Committee shall be final and binding on all persons with regard to the Plan. The Committee may delegate its authority hereunder to one or more officers or directors of the Company. The members of the Committee shall serve at the pleasure of the Board and may be removed, with or without cause, by the Board. SECTION 2 PARTICIPATION DEFERRAL ELECTIONS AND DEFERRAL AWARDS 2.1 ELIGIBILITY AND PARTICIPATION. Subject to the terms, conditions and limitations of the Plan, such employees of the Company or other Employer who are identified as eligible by the Committee shall be eligible to participate in the Plan ("Eligible Employees"). Any Eligible Employee who makes a Deferral Election as described in Section 2.2 below, or with respect to whom the Committee makes a Deferral Award as described in Section 2.3 below, shall become a participant in the Plan ("Participant") and shall remain a Participant until the entire balance of his Deferral Account (defined in Section 3.1 below) is either forfeited or distributed. 2.2 RULES FOR DEFERRAL ELECTIONS. To the extent permitted by the Committee, and subject to any terms, conditions or limitations that the Committee may prescribe, an Eligible Employee may make an irrevocable election ("Deferral Election") to defer receipt of compensation from the Company or other Employer in accordance with the rules set forth below:

(a) An individual shall be eligible to make a Deferral Election only if he is an Eligible Employee on the date such election is made. (b) All Deferral Elections must be made in writing on such forms as the Committee may prescribe and must be received by the Committee no later than the date specified by the Committee. In no event will the date specified by the Committee be later than the end of the month that precedes the earliest date that the amount being deferred is made available to such Eligible Employee. (c) Deferred amounts will be deferred to the date specified by the Eligible Employee at the time of the Eligible Employee's initial Deferral Election (the "Distribution Date"). Except as provided in subsection (f) below, the Distribution Date specified at the time of the Eligible Employee's initial Deferral Election is irrevocable. (d) The Distribution Date specified by the Participant at the time of his initial Deferral Election may be either (i) a specified date not earlier than the January 1 coincident with or immediately following the first anniversary of the date on which the Eligible Employee files his initial Deferral Election, (ii) the Eligible Employee's Termination of Employment (as defined in subsection (e), below) or a specified date coinciding with or next following the Eligible Employee's Termination of Employment (e.g., January 1 coinciding with or next following the Eligible Employee's Termination of Employment), (iii) the earlier of (i) or (ii) above, or (iv) such other date permitted by the

(a) An individual shall be eligible to make a Deferral Election only if he is an Eligible Employee on the date such election is made. (b) All Deferral Elections must be made in writing on such forms as the Committee may prescribe and must be received by the Committee no later than the date specified by the Committee. In no event will the date specified by the Committee be later than the end of the month that precedes the earliest date that the amount being deferred is made available to such Eligible Employee. (c) Deferred amounts will be deferred to the date specified by the Eligible Employee at the time of the Eligible Employee's initial Deferral Election (the "Distribution Date"). Except as provided in subsection (f) below, the Distribution Date specified at the time of the Eligible Employee's initial Deferral Election is irrevocable. (d) The Distribution Date specified by the Participant at the time of his initial Deferral Election may be either (i) a specified date not earlier than the January 1 coincident with or immediately following the first anniversary of the date on which the Eligible Employee files his initial Deferral Election, (ii) the Eligible Employee's Termination of Employment (as defined in subsection (e), below) or a specified date coinciding with or next following the Eligible Employee's Termination of Employment (e.g., January 1 coinciding with or next following the Eligible Employee's Termination of Employment), (iii) the earlier of (i) or (ii) above, or (iv) such other date permitted by the Committee, as may be elected by the Eligible Employee at the time of his initial Deferral Election. (e) For purposes of this Plan, a "Termination of Employment" occurs when a person leaves the employ of the Company (including all subsidiaries and affiliates) by reason of a resignation, discharge, retirement, or death; provided that in the event a person receives periodic severance payments after he leaves the employ of the Company (or any subsidiary or affiliate), then unless otherwise provided by the Committee, such person's Termination of Employment shall occur on the date on which the final periodic severance payment is made. (f) To the extent permitted by the Committee, and subject to any terms, conditions or limitations that the Committee may prescribe, a participant may make one or more Deferral Elections after the Participant's initial Deferral Election to extend the Distribution Date to a later date described in subsection (d) above; provided that any such subsequent Deferral Election shall not be effective unless the Committee receives the election at least one year and one day (or such other period as may be specified by the Committee) before the Distribution Date elected by the Participant at the time of his most recent Deferral Election. 2

(g) At the time of the Participant's initial Deferral Election, the Participant shall elect, in writing on such form as the Committee may prescribe, the form of payment of the Participant's Deferral Account. (h) If the Committee determines that a Participant has an Unforeseeable Financial Emergency (as defined in Section 4.6 below), then the Participant's Deferral Election in effect at the time of the Unforeseeable Financial Emergency shall be revoked with respect to all amounts not previously deferred; and if a Participant receives a distribution on account of hardship under any qualified plan that is described in Section 401(k) of the Internal Revenue Code of 1986, as amended (the "Code") and which is maintained by the Company, other Employer or a commonly controlled entity (as defined in Code Sections 414(b) and (c)) of the Company or other Employer (a "401(k) Plan"), then no amounts may be deferred under the Plan for a period of 12 months following the date the Participant receives the distribution on account of hardship from the 401(k) Plan. 2.3 DEFERRAL AWARDS. Subject to the terms and provisions of the Plan, the Committee may in its discretion make an award of deferred compensation ("Deferral Award") to any Eligible Employee at any time and from time to time, subject to any terms, conditions or limitations (including, without limitation, vesting requirements) as the Committee may determine. SECTION 3 DEFERRAL ACCOUNTS 3.1 DEFERRAL ACCOUNTS. All amounts deferred pursuant to one or more Deferral Elections or Deferral Awards under this Plan, together with any adjustments for income, gains, losses, expenses or distributions, shall

(g) At the time of the Participant's initial Deferral Election, the Participant shall elect, in writing on such form as the Committee may prescribe, the form of payment of the Participant's Deferral Account. (h) If the Committee determines that a Participant has an Unforeseeable Financial Emergency (as defined in Section 4.6 below), then the Participant's Deferral Election in effect at the time of the Unforeseeable Financial Emergency shall be revoked with respect to all amounts not previously deferred; and if a Participant receives a distribution on account of hardship under any qualified plan that is described in Section 401(k) of the Internal Revenue Code of 1986, as amended (the "Code") and which is maintained by the Company, other Employer or a commonly controlled entity (as defined in Code Sections 414(b) and (c)) of the Company or other Employer (a "401(k) Plan"), then no amounts may be deferred under the Plan for a period of 12 months following the date the Participant receives the distribution on account of hardship from the 401(k) Plan. 2.3 DEFERRAL AWARDS. Subject to the terms and provisions of the Plan, the Committee may in its discretion make an award of deferred compensation ("Deferral Award") to any Eligible Employee at any time and from time to time, subject to any terms, conditions or limitations (including, without limitation, vesting requirements) as the Committee may determine. SECTION 3 DEFERRAL ACCOUNTS 3.1 DEFERRAL ACCOUNTS. All amounts deferred pursuant to one or more Deferral Elections or Deferral Awards under this Plan, together with any adjustments for income, gains, losses, expenses or distributions, shall be allocated to a bookkeeping account in the name of the Participant (the "Deferral Account"). 3.2 INVESTMENT CREDITS. All amounts deferred pursuant to the Plan shall be credited with interest during the deferral period at such rates of interest as may be determined from time to time by the Committee in its sole discretion. If the Committee, in its sole discretion, shall so determine, such rates of interest shall be equal to the rates of return (gain or loss) that would have been credited or charged had the Participant's Deferral Account been invested in one or more Investment Funds (as defined below) selected by the Participant in accordance with such procedures as may be prescribed by the Committee. The "Investment Funds" may consist of such investment media, including indexed or other mutual funds, as are designated from time to time by the Committee, in its sole discretion, for Participants' investment elections. The Committee may, in its sole discretion, designate additional Investment Funds or terminate existing Investment Funds. 3

3.3 VESTING. A Participant shall be fully vested at all times in that portion of the balance of his Deferral Account that is attributable to such Participant's Deferral Elections. A Participant shall vest in that portion of the balance of his Deferral Account that is attributable to Deferral Awards in accordance with such vesting schedule, and subject to such terms and conditions, as shall be determined by the Committee. The Committee may, in its sole discretion, accelerate or waive any term or condition with respect to a Participant's right to the balance of his Deferral Account. SECTION 4 PAYMENT OF BENEFITS 4.1 TIME AND METHOD OF PAYMENT. Unless otherwise determined by the Committee, payment of a Participant's Deferral Account shall be made in the form of a single lump sum or shall commence in the form of installments as elected by the Participant in accordance with procedures prescribed by the Committee. If a Participant's Deferral Account is payable in a single lump sum, the payment shall be made as soon as is administratively feasible after the Participant's Distribution Date. If a Participant's Deferral Account is payable in the form of installment payments, then, unless the Committee determines otherwise, the Participant's Deferral Account shall be paid in substantially equal annual installments commencing as soon as is administratively feasible after the Participant's Distribution Date. 4.2 PAYMENT UPON DISABILITY. Unless otherwise determined by the Committee, if a Participant becomes Disabled (as defined below) before his Distribution Date, the Participant's balance in his Deferral Account shall

3.3 VESTING. A Participant shall be fully vested at all times in that portion of the balance of his Deferral Account that is attributable to such Participant's Deferral Elections. A Participant shall vest in that portion of the balance of his Deferral Account that is attributable to Deferral Awards in accordance with such vesting schedule, and subject to such terms and conditions, as shall be determined by the Committee. The Committee may, in its sole discretion, accelerate or waive any term or condition with respect to a Participant's right to the balance of his Deferral Account. SECTION 4 PAYMENT OF BENEFITS 4.1 TIME AND METHOD OF PAYMENT. Unless otherwise determined by the Committee, payment of a Participant's Deferral Account shall be made in the form of a single lump sum or shall commence in the form of installments as elected by the Participant in accordance with procedures prescribed by the Committee. If a Participant's Deferral Account is payable in a single lump sum, the payment shall be made as soon as is administratively feasible after the Participant's Distribution Date. If a Participant's Deferral Account is payable in the form of installment payments, then, unless the Committee determines otherwise, the Participant's Deferral Account shall be paid in substantially equal annual installments commencing as soon as is administratively feasible after the Participant's Distribution Date. 4.2 PAYMENT UPON DISABILITY. Unless otherwise determined by the Committee, if a Participant becomes Disabled (as defined below) before his Distribution Date, the Participant's balance in his Deferral Account shall become fully vested and payment of the Participant's Deferral Account shall be made or shall commence (in the manner of payment determined in accordance with Section 4.1) as soon as is administratively feasible after the date the Committee determines that the Participant is Disabled. For purposes of this Section 4.2, a Participant shall be "Disabled" if he has a physical or mental condition resulting from a bodily injury, disease, or mental disorder, which is expected to be permanent and which renders the Participant incapable of performing his normal employment duties. Such determination shall be made by the Committee on the basis of such medical and other competent evidence as the Committee shall deem relevant. 4.3 PAYMENT UPON DEATH OF A PARTICIPANT. Unless otherwise determined by the Committee, a Participant's Deferral Account shall become fully vested and shall be paid to the Participant's Beneficiary (designated in accordance with Section 4.4) in a single lump sum as soon as is administratively feasible following the Participant's death. 4.4 BENEFICIARY. If a Participant is married on the date of his death, then his 4

Beneficiary shall be the Participant's spouse, unless the Participant names a Beneficiary or Beneficiaries (other than the Participant's spouse) to receive the balance of the Participant's Deferral Account in the event of the Participant's death prior to the payment of his entire Deferral Account. To be effective, any Beneficiary designation shall be in writing and must be filed with the Committee. A Participant may revoke an existing Beneficiary designation by filing another written Beneficiary designation with the Committee. The latest written Beneficiary designation received by the Committee shall be controlling. If no Beneficiary is named by a Participant or if he survives all of his named Beneficiaries, the Deferral Account shall be paid in the following order of precedence: (1) the Participant's spouse; (2) the Participant's children (including adopted children), per stirpes; or (3) the Participant's estate. 4.5 FORM OF PAYMENT. Except as otherwise provided by the Committee, all payments shall be made in

Beneficiary shall be the Participant's spouse, unless the Participant names a Beneficiary or Beneficiaries (other than the Participant's spouse) to receive the balance of the Participant's Deferral Account in the event of the Participant's death prior to the payment of his entire Deferral Account. To be effective, any Beneficiary designation shall be in writing and must be filed with the Committee. A Participant may revoke an existing Beneficiary designation by filing another written Beneficiary designation with the Committee. The latest written Beneficiary designation received by the Committee shall be controlling. If no Beneficiary is named by a Participant or if he survives all of his named Beneficiaries, the Deferral Account shall be paid in the following order of precedence: (1) the Participant's spouse; (2) the Participant's children (including adopted children), per stirpes; or (3) the Participant's estate. 4.5 FORM OF PAYMENT. Except as otherwise provided by the Committee, all payments shall be made in cash. 4.6 UNFORESEEABLE FINANCIAL EMERGENCY. If the Committee determines that a Participant has incurred an Unforeseeable Financial Emergency (as defined below), the Participant may withdraw in cash the portion of the balance of his Deferral Account needed to satisfy the Unforeseeable Financial Emergency, to the extent that the Unforeseeable Financial Emergency may not be relieved: (1) Through reimbursement or compensation by insurance or otherwise; or (2) By liquidation of the Participant's assets, to the extent the liquidation of such assets would not itself cause severe financial hardship. An "Unforeseeable Financial Emergency" is a severe financial hardship to the Participant resulting from: (1) A sudden and unexpected illness or accident of the Participant or of a dependent of the Participant; (2) Loss of the Participant's property due to casualty; or (3) Such other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the participant as determined by the Committee. A withdrawal on account of an Unforeseeable Financial Emergency shall be paid 5

as soon as possible after the date on which the Committee approves the withdrawal. In the event a Participant is entitled to a withdrawal from the Plan on account of an Unforeseeable Financial Emergency and at the same time is entitled to a distribution on account of hardship from a 401(k) Plan (as defined in Section 2.2(h)), the Participant must withdraw his entire Deferral Account under the Plan on account of the Unforeseeable Financial Emergency before he may receive any distribution on account of hardship under the 401 (k) Plan. 4.7 CHANGE IN CONTROL. Unless otherwise determined by the Committee, immediately upon the consummation of a transaction resulting in a Change in Control (as defined below) the entire balance of a Participant's Deferral Account shall become fully vested and each Participant shall be paid the entire balance of his Deferral Account in a single lump sum as soon as is administratively feasible. For purposes of this Section 4.7, a "Change in Control" shall be deemed to have occurred if (i) for any reason at

as soon as possible after the date on which the Committee approves the withdrawal. In the event a Participant is entitled to a withdrawal from the Plan on account of an Unforeseeable Financial Emergency and at the same time is entitled to a distribution on account of hardship from a 401(k) Plan (as defined in Section 2.2(h)), the Participant must withdraw his entire Deferral Account under the Plan on account of the Unforeseeable Financial Emergency before he may receive any distribution on account of hardship under the 401 (k) Plan. 4.7 CHANGE IN CONTROL. Unless otherwise determined by the Committee, immediately upon the consummation of a transaction resulting in a Change in Control (as defined below) the entire balance of a Participant's Deferral Account shall become fully vested and each Participant shall be paid the entire balance of his Deferral Account in a single lump sum as soon as is administratively feasible. For purposes of this Section 4.7, a "Change in Control" shall be deemed to have occurred if (i) for any reason at any time less than seventy-five percent (75%) of the members of the Board shall be individuals who fall into any of the following categories: (A) individuals who were members of the Board on September 1, 1995; or (B) individuals whose election or nomination for election by the Company's stockholders, was approved by a vote of at least seventy-five percent (75%) of the members of the Board then still in office who were members of the Board on September 1, 1995; or (C) individuals whose election or nomination for election by the Company's stockholders, was approved by a vote of at least seventy-five percent (75%) of the members of the Board then still in office who were elected in the manner described in (A) or (B) above, or (ii) any "person" (as such term is used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) shall have become according to a public announcement or filing, without the prior approval of the Board, the "beneficial owner" (as defined in Rule 13(d)-3 under the Exchange Act) directly or indirectly, of securities of the Company representing forty percent (40%) or more (calculated in accordance with Rule 13(d)-3) of the combined voting power of the Company's then outstanding voting securities (such "person" hereafter referred to as a "Major Stockholder"); or (iii) the stockholders of the Company shall have approved a merger, consolidation or dissolution of the Company or a sale, lease, exchange or disposition of all or substantially all of the Company's assets, or a Major Stockholder shall have proposed any such transaction, unless such merger, consolidation, dissolution, sale, lease, exchange or disposition shall have been approved by at least seventy-five percent (75%) of the members of the Board who are individuals falling into any combination of the following categories: (A) individuals who were members of the Board on September 1, 1995, or (B) individuals whose election or nomination for election by the Company's stockholders was approved by at least seventy-five percent (75%) of the members of the Board then still in office who are members of the Board on September 1, 1995, or (C) individuals whose election, or nomination for election by the Company's stockholders was approved by a vote of a least seventy-five percent (75%) of the members of the Board then still in office who were elected in the manner described in (A) or (B) above. 6

4.8 WITHHOLDING OF TAXES. The Company or the Participant's Employer shall withhold any applicable Federal, state or local income tax from payments due under the Plan. The Company or the Participant's Employer shall also withhold Social Security taxes, including the Medicare portion of such taxes, and any other employment taxes as necessary to comply with applicable laws. 4.9. SECTION 162(m) LIMITATIONS. Unless otherwise determined by the Committee, in the event that any amount to be paid pursuant to Section 4.1, 4.2, 4.3 or 4.6 would, in the Committee's judgment, result in nondeductibility, under Section 162(m) of the Code, of any portion of such Participant's income payable by or attributable to the Company or the Participant's Employer for the year in which such amount is to be paid, such amount shall be payable in the following calendar year, if applicable, subject to the provisions of this Section 4.9. SECTION 5 MISCELLANEOUS 5.1 FUNDING. Benefits payable under the Plan to any Participant shall be paid directly by the Participant's Employer (including the Company if the Participant is employed by the Company). The Company and other

4.8 WITHHOLDING OF TAXES. The Company or the Participant's Employer shall withhold any applicable Federal, state or local income tax from payments due under the Plan. The Company or the Participant's Employer shall also withhold Social Security taxes, including the Medicare portion of such taxes, and any other employment taxes as necessary to comply with applicable laws. 4.9. SECTION 162(m) LIMITATIONS. Unless otherwise determined by the Committee, in the event that any amount to be paid pursuant to Section 4.1, 4.2, 4.3 or 4.6 would, in the Committee's judgment, result in nondeductibility, under Section 162(m) of the Code, of any portion of such Participant's income payable by or attributable to the Company or the Participant's Employer for the year in which such amount is to be paid, such amount shall be payable in the following calendar year, if applicable, subject to the provisions of this Section 4.9. SECTION 5 MISCELLANEOUS 5.1 FUNDING. Benefits payable under the Plan to any Participant shall be paid directly by the Participant's Employer (including the Company if the Participant is employed by the Company). The Company and other Employers shall not be required to fund, or otherwise segregate assets to be used for payment of benefits under the Plan. While the Company and other Employers may, in the discretion of the Committee, make investments in the investment media designated by the Committee as Investment Funds in amounts equal or unequal to Participants' investment elections hereunder, the Company and other Employers shall not be under any obligation to make such investments and any such investment shall remain an asset of the Company or other Employer subject to the claims of its general creditors. Notwithstanding the foregoing, the Company and other Employers, in the discretion of the Committee, may maintain one or more grantor trusts ("Trust") to hold assets to be used for payment of benefits under the Plan. The assets of the Trust with respect to benefits payable to the employees of each Employer shall remain the assets of such Employer subject to the claims of its general creditors. Any payments by a Trust of benefits provided to a Participant under the Plan shall be considered payment by the Company or other Employer and shall discharge the Company or other Employer of any further liability under the Plan for such payments. 5.2 BENEFIT STATEMENTS. As soon as practical after the end of each calendar year (or after such additional date or dates as the Committee, in its sole discretion, may designate), the Committee shall provide each Participant with a statement of the balance of his Deferral Account hereunder as of the last day of such calendar year (or as of such other dates as the Committee, in its discretion, may designate). 5.3 EMPLOYMENT RIGHTS. Establishment of the Plan shall not be construed to give 7

any Eligible Employee the right to be retained in the Company's or other Employer's service or to any benefits not specifically provided by the Plan. 5.4 INTERESTS NOT TRANSFERABLE. Except as to withholding of any tax under the laws of the United States or any state or locality and the provisions of Section 4.4, no benefit payable at any time under the Plan shall be subject in any manner to alienation, sale, transfer, assignment, pledge, attachment, or other legal process, or encumbrance of any kind. Any attempt to alienate, sell, transfer, assign, pledge or otherwise encumber any such benefits, whether currently or thereafter payable, shall be void. No person shall, in any manner, be liable for or subject to the debts or liabilities of any person entitled to such benefits. If any person shall attempt to, or shall alienate, sell, transfer, assign, pledge or otherwise encumber his benefits under the Plan, or if by any reason of his bankruptcy or other event happening at any time, such benefits would devolve upon any other person or would not be enjoyed by the person entitled thereto under the Plan, then the Committee, in its discretion, may terminate the interest in any such benefits of the person entitled thereto under the Plan and hold or apply them for or to the benefit of such person entitled thereto under the Plan or his spouse, children or other dependents, or any of them, in such manner as the Committee may deem proper. 5.5 FORFEITURE OF UNCLAIMED AMOUNTS. Unclaimed amounts shall consist of the amounts of the Deferral Account of a Participant that cannot be distributed because of the Committee's inability, after a reasonable search, to locate a Participant or his Beneficiary, as applicable, within a period of two (2) years after

any Eligible Employee the right to be retained in the Company's or other Employer's service or to any benefits not specifically provided by the Plan. 5.4 INTERESTS NOT TRANSFERABLE. Except as to withholding of any tax under the laws of the United States or any state or locality and the provisions of Section 4.4, no benefit payable at any time under the Plan shall be subject in any manner to alienation, sale, transfer, assignment, pledge, attachment, or other legal process, or encumbrance of any kind. Any attempt to alienate, sell, transfer, assign, pledge or otherwise encumber any such benefits, whether currently or thereafter payable, shall be void. No person shall, in any manner, be liable for or subject to the debts or liabilities of any person entitled to such benefits. If any person shall attempt to, or shall alienate, sell, transfer, assign, pledge or otherwise encumber his benefits under the Plan, or if by any reason of his bankruptcy or other event happening at any time, such benefits would devolve upon any other person or would not be enjoyed by the person entitled thereto under the Plan, then the Committee, in its discretion, may terminate the interest in any such benefits of the person entitled thereto under the Plan and hold or apply them for or to the benefit of such person entitled thereto under the Plan or his spouse, children or other dependents, or any of them, in such manner as the Committee may deem proper. 5.5 FORFEITURE OF UNCLAIMED AMOUNTS. Unclaimed amounts shall consist of the amounts of the Deferral Account of a Participant that cannot be distributed because of the Committee's inability, after a reasonable search, to locate a Participant or his Beneficiary, as applicable, within a period of two (2) years after the Distribution Date upon which the payment of benefits become due. Unclaimed amounts shall be forfeited at the end of such two-year period. These forfeitures will reduce the obligations of the Company or other Employer under the Plan. After an unclaimed amount has been forfeited, the Participant or Beneficiary, as applicable, shall have no further right to his Deferral Account. 5.6 CONTROLLING LAW. The law of Missouri, except its law with respect to choice of law, shall be controlling in all matters relating to the Plan to the extent not preempted by ERISA. 5.7 GENDER AND NUMBER. Words in the masculine gender shall include the feminine, and the plural shall include the singular and the singular shall include the plural. 5.8 ACTION BY THE COMPANY. Except as otherwise specifically provided herein, any action required of or permitted by the Company under the Plan shall be by resolution of the Board of Directors of the Company or by action of the Committee or by any person(s) authorized by resolution of the Board of Directors of the Company or by the Committee. 5.9 PARTICIPANTS BOUND. Any action with respect to the Plan taken by the Board or the Committee or any action authorized by or taken at the direction of the Board or the Committee shall be conclusive upon all Participants and Beneficiaries entitled to benefits under this Plan. 8

5.10 RECEIPT AND RELEASE. Any payment to any Participant or Beneficiary in accordance with the provisions of this Plan shall, to the extent thereof, be in satisfaction of claims against the Company or other Employer under the Plan, and the Committee may require such Participant or Beneficiary, as a condition precedent to such payment, to execute a receipt and release to such effect. If any Participant or Beneficiary is determined by the Committee to be incompetent by reason of physical or mental disability, including minority, to give a valid receipt and release, the Committee may cause the payment or payments becoming due to such person to be made to another person for his or her benefit without responsibility on the part of the Company or other Employer or the Committee to follow the application of such funds. SECTION 6 EMPLOYER PARTICIPATION 6.1 ADOPTION OF PLAN. Any subsidiary or affiliate of the Company (together with the Company, an "Employer") may, with the approval of the Committee and under such terms and conditions as the Committee may prescribe, adopt the Plan by resolution of its board of directors. The Committee may amend the Plan as necessary or desirable to reflect the adoption of the Plan by an Employer, provided however, that an adopting Employer (other than the Company) shall not have the authority to amend or terminate the Plan under Section 7.

5.10 RECEIPT AND RELEASE. Any payment to any Participant or Beneficiary in accordance with the provisions of this Plan shall, to the extent thereof, be in satisfaction of claims against the Company or other Employer under the Plan, and the Committee may require such Participant or Beneficiary, as a condition precedent to such payment, to execute a receipt and release to such effect. If any Participant or Beneficiary is determined by the Committee to be incompetent by reason of physical or mental disability, including minority, to give a valid receipt and release, the Committee may cause the payment or payments becoming due to such person to be made to another person for his or her benefit without responsibility on the part of the Company or other Employer or the Committee to follow the application of such funds. SECTION 6 EMPLOYER PARTICIPATION 6.1 ADOPTION OF PLAN. Any subsidiary or affiliate of the Company (together with the Company, an "Employer") may, with the approval of the Committee and under such terms and conditions as the Committee may prescribe, adopt the Plan by resolution of its board of directors. The Committee may amend the Plan as necessary or desirable to reflect the adoption of the Plan by an Employer, provided however, that an adopting Employer (other than the Company) shall not have the authority to amend or terminate the Plan under Section 7. 6.2 WITHDRAWAL FROM THE PLAN BY EMPLOYER. Any Employer other than the Company shall have the right, at any time, upon the approval of and under such conditions as may be provided by the Committee, to withdraw from the Plan by delivering to the Committee written notice of its election so to withdraw. SECTION 7 AMENDMENT AND TERMINATION The Company reserves the right at any time by action of the Board to modify, amend or terminate the Plan, provided, however, that any amendment or termination of the Plan shall not reduce or eliminate any Deferral Account accrued through the date of such amendment or termination, increased by any income and gain credited to the Participant's Deferral Account and reduced by any losses, expenses and distributions charged to the Participant's Deferral Account. Executed as of the 12th day of May, 1998. 9

DST SYSTEMS, INC.
By: /s/ M. Jeannine Strandjord

10

Exhibit 10.13 1999 USCS EXECUTIVE BONUS PLAN [THE PORTIONS OF THIS EXHIBIT MARKED BY AN ASTERISK ARE SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT.] Under the 1999 Bonus Plan, eligible executives can earn a bonus of up to 60%, and eligible directors can earn a bonus of up to 20%. The matrix, as illustrated below, is comprised of four tiers.
Position Level ------------------CEO Salary Grade --------99 Bonus Target ------------60%

DST SYSTEMS, INC.
By: /s/ M. Jeannine Strandjord

10

Exhibit 10.13 1999 USCS EXECUTIVE BONUS PLAN [THE PORTIONS OF THIS EXHIBIT MARKED BY AN ASTERISK ARE SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT.] Under the 1999 Bonus Plan, eligible executives can earn a bonus of up to 60%, and eligible directors can earn a bonus of up to 20%. The matrix, as illustrated below, is comprised of four tiers.
Position Level ------------------CEO Salary Grade --------99 Bonus Target ------------60%

The pool will be funded as follows: USCS Plan
Consolidated Pretax Profit -------------------------less than [*] [*] (budget) [*] VPs & Directors Mgmt Bonus Pool * ---------------------------------0% 100% 150%

* The pool, at 100%, is calculated as follows: The sum of (eligible salary x target bonus %). Eligible salary is defined as the actual base salary earned during the plan year. The final pool size may be scaled or allocated by action of the Board of Directors based exclusively on its judgment of management's performance. In the event the pretax profit exceeds 120 percent of the budget, the Board of Directors will, in its sole discretion, determine any additions to the bonus pool based on the source and the nature of the additional profit. a. The Bonus Pool may be increased for such things as exceeding target gross margins, underspending the overhead budget, or exceeding budgeted revenues. b. The Bonus Pool may be decreased for cuts below budget that unfavorably impact the programs of Marketing, Sales and Product Development programs. c. Performance against operational objectives will also be considered. CORPORATE - OPERATIONAL OBJECTIVES USCS CONSOLIDATED (INCLUDING CABLEDATA, IBS AND CORPORATE) FINANCIAL GOALS

Exhibit 10.13 1999 USCS EXECUTIVE BONUS PLAN [THE PORTIONS OF THIS EXHIBIT MARKED BY AN ASTERISK ARE SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT.] Under the 1999 Bonus Plan, eligible executives can earn a bonus of up to 60%, and eligible directors can earn a bonus of up to 20%. The matrix, as illustrated below, is comprised of four tiers.
Position Level ------------------CEO Salary Grade --------99 Bonus Target ------------60%

The pool will be funded as follows: USCS Plan
Consolidated Pretax Profit -------------------------less than [*] [*] (budget) [*] VPs & Directors Mgmt Bonus Pool * ---------------------------------0% 100% 150%

* The pool, at 100%, is calculated as follows: The sum of (eligible salary x target bonus %). Eligible salary is defined as the actual base salary earned during the plan year. The final pool size may be scaled or allocated by action of the Board of Directors based exclusively on its judgment of management's performance. In the event the pretax profit exceeds 120 percent of the budget, the Board of Directors will, in its sole discretion, determine any additions to the bonus pool based on the source and the nature of the additional profit. a. The Bonus Pool may be increased for such things as exceeding target gross margins, underspending the overhead budget, or exceeding budgeted revenues. b. The Bonus Pool may be decreased for cuts below budget that unfavorably impact the programs of Marketing, Sales and Product Development programs. c. Performance against operational objectives will also be considered. CORPORATE - OPERATIONAL OBJECTIVES USCS CONSOLIDATED (INCLUDING CABLEDATA, IBS AND CORPORATE) FINANCIAL GOALS
Consolidated (millions) ---------------------------------------------------------------------Revenues [*] Profit before taxes [*] Capital Expenditures [*]

1

PLAN ADMINISTRATION Pool determination Upon completion of the annual audit in March 2000, the Board of Directors will establish the size of the pool based upon the audited financial results. Bonus eligibility To be eligible to receive a bonus, a person must be employed by USCS International or an affiliate in an executive capacity at the time the bonus is paid. Any executive who leaves the Company prior to actual award, or is demoted to a non-executive position (and therefore removed from eligibility) prior to year end is not eligible for a bonus. The foregoing notwithstanding, if an executive dies prior to the actual award, any award to which the executive otherwise would have been entitled shall be made to his or her estate. An employee who is promoted to an executive during the plan year, or a new employee who is hired into an executive position during the plan year, will be eligible for a prorated bonus as determined by the Board of Directors. In any event, executives must be employed in a bonus eligible position with USCS or an affiliate for a minimum of 60 days prior to fiscal year end in order to be eligible to participate in the management bonus plan. Eligibility is effective the first day of the month following their date of hire. Determination of individual awards Individual bonuses to be awarded from the bonus pool shall be approved by the Board of Directors based upon corporate, company, department and individual performance in attaining financial goal and non-financial objectives. The Board of Directors shall approve, disapprove or modify the recommended individual bonus awards. Bonus payment Individual bonus awards will be paid prior to March 15, 2000. 2

Exhibit 10.16.1 EIGHTH AMENDMENT OF TRUST AGREEMENT THIS EIGHTH AMENDMENT executed this 31st of December, 1998, by DST Systems, Inc., as Settlor. WITNESSETH: WHEREAS, DST Systems, Inc., as Settlor, and United Missouri Bank of Kansas City, N.A., as Trustee, executed a Trust Agreement, TUA DST - Incentive Compensation, #25-368-03, on December 31, 1987, which has been amended from time to time, the most recent amendment being the Seventh Amendment of Trust Amendment dated October 20, 1995 (the Trust Agreement, as amended by such amendments, is herein referred to as the "Amended Trust Agreement"); WHEREAS, under Section 12(a) of said Amended Trust Agreement, Settlor reserved the right as any time prior to a Control Change Date, as defined in Section 1(f) of said Amended Trust Agreement, to amend or revoke the same, in whole or in part, which right Settlor now desires to exercise; WHEREAS, as of this date, no Control Change Date has occurred; NOW, THEREFORE, pursuant to the right reserved to Settlor under Section 12(a) thereof, Settlor does hereby further amend said Amended Trust Agreement as follows, such amendment to be effective on the date hereof:

PLAN ADMINISTRATION Pool determination Upon completion of the annual audit in March 2000, the Board of Directors will establish the size of the pool based upon the audited financial results. Bonus eligibility To be eligible to receive a bonus, a person must be employed by USCS International or an affiliate in an executive capacity at the time the bonus is paid. Any executive who leaves the Company prior to actual award, or is demoted to a non-executive position (and therefore removed from eligibility) prior to year end is not eligible for a bonus. The foregoing notwithstanding, if an executive dies prior to the actual award, any award to which the executive otherwise would have been entitled shall be made to his or her estate. An employee who is promoted to an executive during the plan year, or a new employee who is hired into an executive position during the plan year, will be eligible for a prorated bonus as determined by the Board of Directors. In any event, executives must be employed in a bonus eligible position with USCS or an affiliate for a minimum of 60 days prior to fiscal year end in order to be eligible to participate in the management bonus plan. Eligibility is effective the first day of the month following their date of hire. Determination of individual awards Individual bonuses to be awarded from the bonus pool shall be approved by the Board of Directors based upon corporate, company, department and individual performance in attaining financial goal and non-financial objectives. The Board of Directors shall approve, disapprove or modify the recommended individual bonus awards. Bonus payment Individual bonus awards will be paid prior to March 15, 2000. 2

Exhibit 10.16.1 EIGHTH AMENDMENT OF TRUST AGREEMENT THIS EIGHTH AMENDMENT executed this 31st of December, 1998, by DST Systems, Inc., as Settlor. WITNESSETH: WHEREAS, DST Systems, Inc., as Settlor, and United Missouri Bank of Kansas City, N.A., as Trustee, executed a Trust Agreement, TUA DST - Incentive Compensation, #25-368-03, on December 31, 1987, which has been amended from time to time, the most recent amendment being the Seventh Amendment of Trust Amendment dated October 20, 1995 (the Trust Agreement, as amended by such amendments, is herein referred to as the "Amended Trust Agreement"); WHEREAS, under Section 12(a) of said Amended Trust Agreement, Settlor reserved the right as any time prior to a Control Change Date, as defined in Section 1(f) of said Amended Trust Agreement, to amend or revoke the same, in whole or in part, which right Settlor now desires to exercise; WHEREAS, as of this date, no Control Change Date has occurred; NOW, THEREFORE, pursuant to the right reserved to Settlor under Section 12(a) thereof, Settlor does hereby further amend said Amended Trust Agreement as follows, such amendment to be effective on the date hereof:

Exhibit 10.16.1 EIGHTH AMENDMENT OF TRUST AGREEMENT THIS EIGHTH AMENDMENT executed this 31st of December, 1998, by DST Systems, Inc., as Settlor. WITNESSETH: WHEREAS, DST Systems, Inc., as Settlor, and United Missouri Bank of Kansas City, N.A., as Trustee, executed a Trust Agreement, TUA DST - Incentive Compensation, #25-368-03, on December 31, 1987, which has been amended from time to time, the most recent amendment being the Seventh Amendment of Trust Amendment dated October 20, 1995 (the Trust Agreement, as amended by such amendments, is herein referred to as the "Amended Trust Agreement"); WHEREAS, under Section 12(a) of said Amended Trust Agreement, Settlor reserved the right as any time prior to a Control Change Date, as defined in Section 1(f) of said Amended Trust Agreement, to amend or revoke the same, in whole or in part, which right Settlor now desires to exercise; WHEREAS, as of this date, no Control Change Date has occurred; NOW, THEREFORE, pursuant to the right reserved to Settlor under Section 12(a) thereof, Settlor does hereby further amend said Amended Trust Agreement as follows, such amendment to be effective on the date hereof: 1. Section 1(e) shall be deleted in its entirety and a new Section 1(e) added to read as follows: (e) [RESERVED] 2. Section 1(f) shall be deleted in its entirety and a new Section 1(f) added to read as follows:

(f) "Control Change Date" shall be the date on which a Change in Control of Company occurs; 3. Section 1(i) shall be deleted in its entirety and a new Section 1(i) added to read as follows: (i) [RESERVED] 4. Section 1(l) shall be deleted in its entirety and a new Section 1(l) added to read as follows: (l) "Solicitation Date" shall mean the date on which a Solicitation of a Change in Control of Company occurs. 5. The first sentence of Section 7 shall be deleted and a new first sentence added to Section 7 to read as follows: Prior to a Control Change Date, Trustee shall invest the trust estate as Company prescribes, other than in securities or obligations of Company. 6. Section 12(b)(2) shall be deleted in its entirety and a new Section 12(b)(2) added to read as follows: (2) If there has been a Change in Control of Company, the date on which no Beneficiary is entitled to any Benefits pursuant to the Incentive Compensation Determination; 7. Section 12(b)(4) shall be deleted in its entirety and a new Section 12(b)(4) added to read as follows: (4) December 31, 2001, if there has been neither a Control Change Date nor a Solicitation Date; IN WITNESS WHEREOF, the Settlor, DST Systems, Inc., has hereunto caused this Eighth Amendment of Trust Agreement to be executed the day and year first above written.

(f) "Control Change Date" shall be the date on which a Change in Control of Company occurs; 3. Section 1(i) shall be deleted in its entirety and a new Section 1(i) added to read as follows: (i) [RESERVED] 4. Section 1(l) shall be deleted in its entirety and a new Section 1(l) added to read as follows: (l) "Solicitation Date" shall mean the date on which a Solicitation of a Change in Control of Company occurs. 5. The first sentence of Section 7 shall be deleted and a new first sentence added to Section 7 to read as follows: Prior to a Control Change Date, Trustee shall invest the trust estate as Company prescribes, other than in securities or obligations of Company. 6. Section 12(b)(2) shall be deleted in its entirety and a new Section 12(b)(2) added to read as follows: (2) If there has been a Change in Control of Company, the date on which no Beneficiary is entitled to any Benefits pursuant to the Incentive Compensation Determination; 7. Section 12(b)(4) shall be deleted in its entirety and a new Section 12(b)(4) added to read as follows: (4) December 31, 2001, if there has been neither a Control Change Date nor a Solicitation Date; IN WITNESS WHEREOF, the Settlor, DST Systems, Inc., has hereunto caused this Eighth Amendment of Trust Agreement to be executed the day and year first above written. DST SYSTEMS, INC.
By: /s/ Thomas A. McDonnell -----------------------------

2

ACKNOWLEDGMENT OF AMENDMENT UMB Bank, N.A., does hereby acknowledge that it is the duly qualified and acting Trustee under the aforesaid Amended Trust Agreement, that it has received the foregoing executed by DST Systems, Inc., as Settlor, and that it does hereby acknowledge amendment of said Amended Trust Agreement. IN WITNESS WHEREOF, the Trustee, UMB Bank, N.A., has caused these presents to be executed as of the day and year first above written. UMB BANK N.A.
By: /s/Mark P. Herman ---------------------

3

Exhibit 10.17.1 FIRST AMENDMENT OF TRUST AGREEMENT

ACKNOWLEDGMENT OF AMENDMENT UMB Bank, N.A., does hereby acknowledge that it is the duly qualified and acting Trustee under the aforesaid Amended Trust Agreement, that it has received the foregoing executed by DST Systems, Inc., as Settlor, and that it does hereby acknowledge amendment of said Amended Trust Agreement. IN WITNESS WHEREOF, the Trustee, UMB Bank, N.A., has caused these presents to be executed as of the day and year first above written. UMB BANK N.A.
By: /s/Mark P. Herman ---------------------

3

Exhibit 10.17.1 FIRST AMENDMENT OF TRUST AGREEMENT THIS FIRST AMENDMENT executed this 31st of December, 1998, by DST Systems, Inc. as Settlor. WITNESSETH: WHEREAS, DST Systems, Inc. as Settlor, and United Missouri Bank of Kansas City, N.A., as Trustee, executed a Trust Agreement, TUA DST--Horan Agreement, on June 30, 1989; WHEREAS, United Missouri Bank of Kansas City, N. A. has changed its name to UMB Bank, N.A.; WHEREAS, under Section 12(a) of said Trust Agreement, Settlor and James P. Horan ("Employee"), acting together, reserved the right at any time to amend or revoke the same, in whole or in part, which right Settlor and Employee now desires to exercise; NOW, THEREFORE, pursuant to the right reserved to Settlor and Employee under Section 12(a), Settlor and Employee hereby amend said Trust Agreement as follows, such amendment to be effective on the date hereof: 1. Section 1(e) shall be deleted in its entirety and a new Section 1(e) added to read as follows: (e) "Change in Control" shall be deemed to have occurred if (i) for any reason at any time less than seventy-five percent (75%) of the members of the Board of Directors of the Company shall be individuals who fall into any of the following categories: (A) individuals who were members of such Board on September 1, 1995; (B) individuals whose election, or nomination for election by the Company's stockholders, was approved by a vote of at least seventy-five percent (75%) of the members of the Board then still in office who were members of the Board on September 1, 1995; or (C) individuals whose election, or nomination for election by the Company's stockholders, was approved by a vote of at least seventy-five percent (75%) of the members of the Board then still in office who were elected in the manner described in (A) or (B) above, or (ii) 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, according to a public announcement or filing without the prior approval of the Board, the "beneficial owner" (as defined in Rule 13d-3) under the Exchange Act), directly or indirectly, of securities of the Company representing thirty percent (30%) or more (calculated in accordance with Rule 13d-3) of the combined voting power of the Company's then outstanding voting securities (such "person" hereinafter referred to as a "major Stockholder"); or (iii) the stockholders of the Company shall have approved a merger, consolidation or

Exhibit 10.17.1 FIRST AMENDMENT OF TRUST AGREEMENT THIS FIRST AMENDMENT executed this 31st of December, 1998, by DST Systems, Inc. as Settlor. WITNESSETH: WHEREAS, DST Systems, Inc. as Settlor, and United Missouri Bank of Kansas City, N.A., as Trustee, executed a Trust Agreement, TUA DST--Horan Agreement, on June 30, 1989; WHEREAS, United Missouri Bank of Kansas City, N. A. has changed its name to UMB Bank, N.A.; WHEREAS, under Section 12(a) of said Trust Agreement, Settlor and James P. Horan ("Employee"), acting together, reserved the right at any time to amend or revoke the same, in whole or in part, which right Settlor and Employee now desires to exercise; NOW, THEREFORE, pursuant to the right reserved to Settlor and Employee under Section 12(a), Settlor and Employee hereby amend said Trust Agreement as follows, such amendment to be effective on the date hereof: 1. Section 1(e) shall be deleted in its entirety and a new Section 1(e) added to read as follows: (e) "Change in Control" shall be deemed to have occurred if (i) for any reason at any time less than seventy-five percent (75%) of the members of the Board of Directors of the Company shall be individuals who fall into any of the following categories: (A) individuals who were members of such Board on September 1, 1995; (B) individuals whose election, or nomination for election by the Company's stockholders, was approved by a vote of at least seventy-five percent (75%) of the members of the Board then still in office who were members of the Board on September 1, 1995; or (C) individuals whose election, or nomination for election by the Company's stockholders, was approved by a vote of at least seventy-five percent (75%) of the members of the Board then still in office who were elected in the manner described in (A) or (B) above, or (ii) 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, according to a public announcement or filing without the prior approval of the Board, the "beneficial owner" (as defined in Rule 13d-3) under the Exchange Act), directly or indirectly, of securities of the Company representing thirty percent (30%) or more (calculated in accordance with Rule 13d-3) of the combined voting power of the Company's then outstanding voting securities (such "person" hereinafter referred to as a "major Stockholder"); or (iii) the stockholders of the Company shall have approved a merger, consolidation or dissolution of the Company or a sale, lease, exchange or disposition of all or substantially all of the Company's assets, or a Major Stockholder shall have proposed any such transaction, unless any such merger, consolidation, dissolution, sale, lease, exchange or disposition shall have been approved by at least seventy-five percent (75%) of the members of the Board of Directors of the Company who are individuals falling into any combination of the following categories: (A) individuals who were members of such Board of Directors on September 1, 1995; (B) individuals whose election or nomination for election by the Company's stockholders was approved by at least seventy-five percent (75%) of the members of the Board of Directors of the Company then still in office who were members of the Board on September 1, 1995, or (C) individuals whose election, or nomination for election by the Company's stockholders was approved by a vote of at least seventy-five percent (75%) of the members of the Board then still in office who were elected in the manner described in (A) or (B) above. Company shall promptly inform Trustee of a Change in Control; 2. Section 1(f) shall be deleted in its entirety and a new Section 1(f) added to read as follows: (f) "Control Change Date" shall be the date on which a Change in Control occurs; 3. The first sentence of Section 7 shall be deleted in its entirety and a new first sentence added to Section 7 to read as follows:

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, according to a public announcement or filing without the prior approval of the Board, the "beneficial owner" (as defined in Rule 13d-3) under the Exchange Act), directly or indirectly, of securities of the Company representing thirty percent (30%) or more (calculated in accordance with Rule 13d-3) of the combined voting power of the Company's then outstanding voting securities (such "person" hereinafter referred to as a "major Stockholder"); or (iii) the stockholders of the Company shall have approved a merger, consolidation or dissolution of the Company or a sale, lease, exchange or disposition of all or substantially all of the Company's assets, or a Major Stockholder shall have proposed any such transaction, unless any such merger, consolidation, dissolution, sale, lease, exchange or disposition shall have been approved by at least seventy-five percent (75%) of the members of the Board of Directors of the Company who are individuals falling into any combination of the following categories: (A) individuals who were members of such Board of Directors on September 1, 1995; (B) individuals whose election or nomination for election by the Company's stockholders was approved by at least seventy-five percent (75%) of the members of the Board of Directors of the Company then still in office who were members of the Board on September 1, 1995, or (C) individuals whose election, or nomination for election by the Company's stockholders was approved by a vote of at least seventy-five percent (75%) of the members of the Board then still in office who were elected in the manner described in (A) or (B) above. Company shall promptly inform Trustee of a Change in Control; 2. Section 1(f) shall be deleted in its entirety and a new Section 1(f) added to read as follows: (f) "Control Change Date" shall be the date on which a Change in Control occurs; 3. The first sentence of Section 7 shall be deleted in its entirety and a new first sentence added to Section 7 to read as follows: Prior to a Control Change Date, Trustee shall invest the trust estate as Company prescribes, other than in securities or obligations issued by Company. IN WITNESS WHEREOF, the Settlor, DST Systems, Inc. and the Employee, James P. Horan, have hereunto caused this First Amendment of Trust Agreement to be executed the day and year first above written.

DST SYSTEMS, INC.
By: /s/Thomas A. McDonnell ------------------------------

EMPLOYEE
/s/ James P. Horan ----------------------------James P. Horan

ACKNOWLEDGEMENT OF AMENDMENT UMB Bank, N.A., does hereby acknowledge that it is the duly qualified and acting Trustee under the aforesaid Trust Agreement, that it has received the foregoing executed by DST Systems, Inc. and James P. Horan, and that it does hereby acknowledge amendment of said Trust Agreement. IN WITNESS WHEREOF, the Trustee, UMB Bank, N. A., has caused these presents to be executed as of the day and year first above written. UMB BANK, N.A.
By: /s/ Mark P. Herman

DST SYSTEMS, INC.
By: /s/Thomas A. McDonnell ------------------------------

EMPLOYEE
/s/ James P. Horan ----------------------------James P. Horan

ACKNOWLEDGEMENT OF AMENDMENT UMB Bank, N.A., does hereby acknowledge that it is the duly qualified and acting Trustee under the aforesaid Trust Agreement, that it has received the foregoing executed by DST Systems, Inc. and James P. Horan, and that it does hereby acknowledge amendment of said Trust Agreement. IN WITNESS WHEREOF, the Trustee, UMB Bank, N. A., has caused these presents to be executed as of the day and year first above written. UMB BANK, N.A.
By: /s/ Mark P. Herman -----------------------------

3

Exhibit 10.18 EMPLOYMENT AGREEMENT THIS AGREEMENT, made and entered into as of this 1st day of January 1999, by and between DST Systems, Inc., a Delaware corporation ("DST") and Thomas A. McDonnell, an individual ("Executive"). WHEREAS, Executive is now employed by DST, and DST and Executive desire for DST to continue to employ Executive on the terms and conditions set forth in this Agreement and to provide an incentive to Executive to remain in the employ of DST hereafter, particularly in the event of any Change in Control of DST (as herein defined), thereby establishing and preserving continuity of management of DST; NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, it is agreed by and between DST and Executive as follows: 1. EMPLOYMENT. DST hereby continues the employment of Executive as its President and Chief Executive Officer to serve at the pleasure of the Board of Directors of DST (the "DST Board") and to have such duties, powers and responsibilities as may be prescribed by the Certificate of Incorporation and By-Laws of DST, subject to the powers vested in the DST Board and in the stockholders of DST. Executive shall faithfully perform his duties under this Agreement to the best of his ability and shall devote substantially all of his working time and efforts to the business and affairs of DST and its affiliates. 2. COMPENSATION. (a) BASE COMPENSATION. DST shall pay Executive as compensation for his services hereunder an annual base salary at the rate in effect at the time of execution of this Agreement, subject to adjustment from time to time as agreed by the parties.

Exhibit 10.18 EMPLOYMENT AGREEMENT THIS AGREEMENT, made and entered into as of this 1st day of January 1999, by and between DST Systems, Inc., a Delaware corporation ("DST") and Thomas A. McDonnell, an individual ("Executive"). WHEREAS, Executive is now employed by DST, and DST and Executive desire for DST to continue to employ Executive on the terms and conditions set forth in this Agreement and to provide an incentive to Executive to remain in the employ of DST hereafter, particularly in the event of any Change in Control of DST (as herein defined), thereby establishing and preserving continuity of management of DST; NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, it is agreed by and between DST and Executive as follows: 1. EMPLOYMENT. DST hereby continues the employment of Executive as its President and Chief Executive Officer to serve at the pleasure of the Board of Directors of DST (the "DST Board") and to have such duties, powers and responsibilities as may be prescribed by the Certificate of Incorporation and By-Laws of DST, subject to the powers vested in the DST Board and in the stockholders of DST. Executive shall faithfully perform his duties under this Agreement to the best of his ability and shall devote substantially all of his working time and efforts to the business and affairs of DST and its affiliates. 2. COMPENSATION. (a) BASE COMPENSATION. DST shall pay Executive as compensation for his services hereunder an annual base salary at the rate in effect at the time of execution of this Agreement, subject to adjustment from time to time as agreed by the parties. 1

(b) INCENTIVE COMPENSATION. DST shall include Executive as a participant in the DST Incentive Compensation Plan under such terms as are determined from time to time by the DST Board or the Compensation Committee or other appropriate committee of the DST Board (the "Compensation Committee") and for such time as such plan shall continue in existence. DST reserves the right to change, revoke or terminate such plan at any time. 3. BENEFITS. During the period of his employment hereunder, DST shall provide Executive with coverage under such benefit plans and programs as are made generally available to executive officers, provided (A) DST shall have no obligation with respect to any plan or program if Executive is not eligible for coverage thereunder, and (B) Executive acknowledges that stock options and other stock and equity participation awards are granted in the discretion of the DST Board or Compensation Committee and that Executive has no right to receive stock options or other equity participation awards or any particular number or level of stock options or other awards. Executive acknowledges that all rights and benefits under benefit plans and programs shall be governed by the official text of each such plan or program and not by any summary or description thereof or any provision of this Agreement and that DST is under no obligation to continue in effect or to fund any such plan or program, except as provided in paragraph 7 hereof. DST also shall continue to reimburse Executive for ordinary and necessary travel and other business expenses in accordance with policies and procedures established by DST. 4. TERMINATION. (a) TERMINATION BY EXECUTIVE. Executive may terminate this Agreement and his employment hereunder by at least thirty (30) days advance written notice to DST, except that in the event of any material breach of this Agreement by DST, Executive may terminate this Agreement and his employment hereunder immediately upon notice to DST. 2

(b) INCENTIVE COMPENSATION. DST shall include Executive as a participant in the DST Incentive Compensation Plan under such terms as are determined from time to time by the DST Board or the Compensation Committee or other appropriate committee of the DST Board (the "Compensation Committee") and for such time as such plan shall continue in existence. DST reserves the right to change, revoke or terminate such plan at any time. 3. BENEFITS. During the period of his employment hereunder, DST shall provide Executive with coverage under such benefit plans and programs as are made generally available to executive officers, provided (A) DST shall have no obligation with respect to any plan or program if Executive is not eligible for coverage thereunder, and (B) Executive acknowledges that stock options and other stock and equity participation awards are granted in the discretion of the DST Board or Compensation Committee and that Executive has no right to receive stock options or other equity participation awards or any particular number or level of stock options or other awards. Executive acknowledges that all rights and benefits under benefit plans and programs shall be governed by the official text of each such plan or program and not by any summary or description thereof or any provision of this Agreement and that DST is under no obligation to continue in effect or to fund any such plan or program, except as provided in paragraph 7 hereof. DST also shall continue to reimburse Executive for ordinary and necessary travel and other business expenses in accordance with policies and procedures established by DST. 4. TERMINATION. (a) TERMINATION BY EXECUTIVE. Executive may terminate this Agreement and his employment hereunder by at least thirty (30) days advance written notice to DST, except that in the event of any material breach of this Agreement by DST, Executive may terminate this Agreement and his employment hereunder immediately upon notice to DST. 2

(b) DEATH OR DISABILITY. This Agreement and Executive's employment hereunder shall terminate automatically on the death or disability of Executive. For purposes of this Agreement, Executive shall be deemed to be disabled if he is unable to engage in a significant portion of his normal duties for DST by reason of any physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than six (6) months. (c) TERMINATION BY DST FOR CAUSE. DST may terminate this Agreement and Executive's employment "for cause" immediately upon notice to Executive. For purposes of this Agreement, termination "for cause" shall mean termination based upon any one or more of the following: (i) Any material breach of this Agreement by Executive; (ii) Executive's dishonesty involving DST or any subsidiary of DST; (iii) Gross negligence or willful misconduct in the performance of Executive's duties as determined in good faith by the DST Board; (iv) Willful failure by Executive to follow reasonable instructions of the President or other officer to whom Executive reports concerning the operations or business of DST or any subsidiary of DST; (v) Executive's fraud or criminal activity; or (vi) Embezzlement or misappropriation by Executive. 3

(d) TERMINATION BY DST OTHER THAN FOR CAUSE. (i) DST may terminate this Agreement and Executive's employment other than for cause immediately upon notice

(b) DEATH OR DISABILITY. This Agreement and Executive's employment hereunder shall terminate automatically on the death or disability of Executive. For purposes of this Agreement, Executive shall be deemed to be disabled if he is unable to engage in a significant portion of his normal duties for DST by reason of any physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than six (6) months. (c) TERMINATION BY DST FOR CAUSE. DST may terminate this Agreement and Executive's employment "for cause" immediately upon notice to Executive. For purposes of this Agreement, termination "for cause" shall mean termination based upon any one or more of the following: (i) Any material breach of this Agreement by Executive; (ii) Executive's dishonesty involving DST or any subsidiary of DST; (iii) Gross negligence or willful misconduct in the performance of Executive's duties as determined in good faith by the DST Board; (iv) Willful failure by Executive to follow reasonable instructions of the President or other officer to whom Executive reports concerning the operations or business of DST or any subsidiary of DST; (v) Executive's fraud or criminal activity; or (vi) Embezzlement or misappropriation by Executive. 3

(d) TERMINATION BY DST OTHER THAN FOR CAUSE. (i) DST may terminate this Agreement and Executive's employment other than for cause immediately upon notice to Executive, and in such event, DST shall provide severance benefits to Executive in accordance with Paragraph 4(d)(ii) below. (ii) In the event of termination of Executive's employment under Paragraph 4(d)(i), DST shall continue, for a period of twenty-four (24) months following such termination, (A) to pay to Executive as severance pay a monthly amount equal to one-twenty-fourth (1/24th) of the annual base salary referenced in Paragraph 2(a) above at the rate in effect immediately prior to termination, and, (B) to reimburse Executive for the cost (including state and federal income taxes payable with respect to this reimbursement) of obtaining coverage comparable to the health and life insurance provided pursuant to this Agreement, unless Executive is provided comparable coverage in connection with other employment. The foregoing obligations of DST shall continue until the end of the said twenty-four (24) month period notwithstanding the death or disability of Executive during said period (except, in the event of death, the obligation to reimburse Executive for the cost of life insurance shall not continue). After termination of employment, Executive shall not be entitled to accrue or receive benefits under the DST Officers Incentive Plan or similar plan with respect to the severance pay provided herein, notwithstanding that benefits under such plans then are still generally available to executive employees of DST; contributions and benefits under such plans with respect to the year of termination shall be based solely upon compensation paid to Executive for periods prior to termination. In the year of termination, Executive shall be entitled to 4

participate in the DST Profit Sharing Plan and the DST Employee Stock Ownership Plan only if the Executive meets all requirements of such plans for participation in such year. 5. NON-DISCLOSURE. During the term of this Agreement and at all times after any termination of this Agreement, Executive shall not, either directly or indirectly, use or disclose any DST trade secret, except to the extent necessary for Executive to perform his duties for DST while an employee. For purposes of this Agreement, the term "DST trade secret" shall mean any information regarding the business or activities of DST or

(d) TERMINATION BY DST OTHER THAN FOR CAUSE. (i) DST may terminate this Agreement and Executive's employment other than for cause immediately upon notice to Executive, and in such event, DST shall provide severance benefits to Executive in accordance with Paragraph 4(d)(ii) below. (ii) In the event of termination of Executive's employment under Paragraph 4(d)(i), DST shall continue, for a period of twenty-four (24) months following such termination, (A) to pay to Executive as severance pay a monthly amount equal to one-twenty-fourth (1/24th) of the annual base salary referenced in Paragraph 2(a) above at the rate in effect immediately prior to termination, and, (B) to reimburse Executive for the cost (including state and federal income taxes payable with respect to this reimbursement) of obtaining coverage comparable to the health and life insurance provided pursuant to this Agreement, unless Executive is provided comparable coverage in connection with other employment. The foregoing obligations of DST shall continue until the end of the said twenty-four (24) month period notwithstanding the death or disability of Executive during said period (except, in the event of death, the obligation to reimburse Executive for the cost of life insurance shall not continue). After termination of employment, Executive shall not be entitled to accrue or receive benefits under the DST Officers Incentive Plan or similar plan with respect to the severance pay provided herein, notwithstanding that benefits under such plans then are still generally available to executive employees of DST; contributions and benefits under such plans with respect to the year of termination shall be based solely upon compensation paid to Executive for periods prior to termination. In the year of termination, Executive shall be entitled to 4

participate in the DST Profit Sharing Plan and the DST Employee Stock Ownership Plan only if the Executive meets all requirements of such plans for participation in such year. 5. NON-DISCLOSURE. During the term of this Agreement and at all times after any termination of this Agreement, Executive shall not, either directly or indirectly, use or disclose any DST trade secret, except to the extent necessary for Executive to perform his duties for DST while an employee. For purposes of this Agreement, the term "DST trade secret" shall mean any information regarding the business or activities of DST or any subsidiary or affiliate, including any formula, pattern, compilation, program, device, method, technique, process, customer list, technical information or other confidential or proprietary information, that (a) derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use, and (b) is the subject of efforts of DST or its subsidiary or affiliate that are reasonable under the circumstance to maintain its secrecy. In the event of any breach of this Paragraph 5 by Executive, DST shall be entitled to terminate any and all remaining severance benefits under Paragraph 4(d)(ii) above and shall be entitled to pursue such other legal and equitable remedies as may be available. 6. DUTIES UPON TERMINATION; SURVIVAL. (a) DUTIES. Upon termination of this Agreement by DST or Executive for any reason, Executive shall immediately return to DST all DST trade secrets which exist in tangible form and shall sign such written resignations from all positions as an officer, director or member of any committee or board of DST and all direct and indirect subsidiaries and affiliates of DST as may be requested by DST and shall sign such other documents and papers relating to Executive's employment, benefits and benefit plans as DST may reasonably request. 5

(b) SURVIVAL. The provisions of Paragraphs 5 and 6(a) of this Agreement shall survive any termination of this Agreement by DST or Executive, and the provisions of Paragraph 4(d)(ii) shall survive any termination of this Agreement by DST under Paragraph 4(d)(i). 7. CONTINUATION OF EMPLOYMENT UPON CHANGE IN CONTROL. (a) CONTINUATION OF EMPLOYMENT. Subject to the terms and conditions of this Paragraph 7, in the

participate in the DST Profit Sharing Plan and the DST Employee Stock Ownership Plan only if the Executive meets all requirements of such plans for participation in such year. 5. NON-DISCLOSURE. During the term of this Agreement and at all times after any termination of this Agreement, Executive shall not, either directly or indirectly, use or disclose any DST trade secret, except to the extent necessary for Executive to perform his duties for DST while an employee. For purposes of this Agreement, the term "DST trade secret" shall mean any information regarding the business or activities of DST or any subsidiary or affiliate, including any formula, pattern, compilation, program, device, method, technique, process, customer list, technical information or other confidential or proprietary information, that (a) derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use, and (b) is the subject of efforts of DST or its subsidiary or affiliate that are reasonable under the circumstance to maintain its secrecy. In the event of any breach of this Paragraph 5 by Executive, DST shall be entitled to terminate any and all remaining severance benefits under Paragraph 4(d)(ii) above and shall be entitled to pursue such other legal and equitable remedies as may be available. 6. DUTIES UPON TERMINATION; SURVIVAL. (a) DUTIES. Upon termination of this Agreement by DST or Executive for any reason, Executive shall immediately return to DST all DST trade secrets which exist in tangible form and shall sign such written resignations from all positions as an officer, director or member of any committee or board of DST and all direct and indirect subsidiaries and affiliates of DST as may be requested by DST and shall sign such other documents and papers relating to Executive's employment, benefits and benefit plans as DST may reasonably request. 5

(b) SURVIVAL. The provisions of Paragraphs 5 and 6(a) of this Agreement shall survive any termination of this Agreement by DST or Executive, and the provisions of Paragraph 4(d)(ii) shall survive any termination of this Agreement by DST under Paragraph 4(d)(i). 7. CONTINUATION OF EMPLOYMENT UPON CHANGE IN CONTROL. (a) CONTINUATION OF EMPLOYMENT. Subject to the terms and conditions of this Paragraph 7, in the event of a Change in Control of DST (as defined in Paragraph 7(d)) at any time during the term of this Agreement, Executive will remain in the employ of DST for a period of an additional three years from the date of such Change in Control of DST (the "Control Change Date"). In the event of a Change in Control of DST, subject to the terms and conditions of this Paragraph 7, DST shall, for the three year period (the "Three-Year Period") immediately following the Control Change Date, continue to employ Executive at not less than the executive capacity Executive held immediately prior to the Change in Control of DST. During the Three-Year Period, DST shall continue to pay Executive salary on the same basis, at the same intervals, and at a rate not less than that, paid to Executive at the Control Change Date. (b) BENEFITS. During the Three-year Period, Executive shall be entitled to participate, on the basis of his executive position, in each of the following plans (together, the "Specified Benefits") in existence, and in accordance with the terms thereof, at the Control Change Date: (i) any incentive compensation plan; (ii) any benefit plan, and trust fund associated therewith, related to (A) life, health, dental, disability, or accidental death and dismemberment insurance, (B) profit sharing, thrift or deferred savings (including deferred compensation, such as 6

under Sec. 401(k) plans), (C) retirement or pension benefits, (D) ERISA excess benefits, and (E) tax favored employee stock ownership (such as under ESOP, TRASOP, TCESO or PAYSOP programs); and

(b) SURVIVAL. The provisions of Paragraphs 5 and 6(a) of this Agreement shall survive any termination of this Agreement by DST or Executive, and the provisions of Paragraph 4(d)(ii) shall survive any termination of this Agreement by DST under Paragraph 4(d)(i). 7. CONTINUATION OF EMPLOYMENT UPON CHANGE IN CONTROL. (a) CONTINUATION OF EMPLOYMENT. Subject to the terms and conditions of this Paragraph 7, in the event of a Change in Control of DST (as defined in Paragraph 7(d)) at any time during the term of this Agreement, Executive will remain in the employ of DST for a period of an additional three years from the date of such Change in Control of DST (the "Control Change Date"). In the event of a Change in Control of DST, subject to the terms and conditions of this Paragraph 7, DST shall, for the three year period (the "Three-Year Period") immediately following the Control Change Date, continue to employ Executive at not less than the executive capacity Executive held immediately prior to the Change in Control of DST. During the Three-Year Period, DST shall continue to pay Executive salary on the same basis, at the same intervals, and at a rate not less than that, paid to Executive at the Control Change Date. (b) BENEFITS. During the Three-year Period, Executive shall be entitled to participate, on the basis of his executive position, in each of the following plans (together, the "Specified Benefits") in existence, and in accordance with the terms thereof, at the Control Change Date: (i) any incentive compensation plan; (ii) any benefit plan, and trust fund associated therewith, related to (A) life, health, dental, disability, or accidental death and dismemberment insurance, (B) profit sharing, thrift or deferred savings (including deferred compensation, such as 6

under Sec. 401(k) plans), (C) retirement or pension benefits, (D) ERISA excess benefits, and (E) tax favored employee stock ownership (such as under ESOP, TRASOP, TCESO or PAYSOP programs); and (iii) any other benefit plans hereafter made generally available to executives of Executive's level or to the employees of DST generally. In addition, all outstanding options held by Executive under any stock option plan of DST or its affiliates shall become immediately exercisable (except that no stock option under any stock option plan of DST shall become exercisable before the first anniversary date of the granting of the option) on the Control Change Date. (c) PAYMENT. With respect to any plan or agreement under which Executive would be entitled at the Control Change Date to receive Specified Benefits as a general obligation of DST which has not been separately funded (including specifically, but not limited to, those referred to under Paragraphs 7(b)(i) and 7(b)(ii)(D) above), Executive shall receive within five (5) days after such date full payment in cash (discounted to then present value on the basis of a rate of 7.5 percent per annum) of all amounts to which he is then entitled thereunder. (d) CHANGE IN CONTROL OF DST. For purposes of this Agreement, a "Change in Control of DST" shall be deemed to have occurred if (a) for any reason at any time less than seventh-five percent (75%) of the members of the DST Board shall be individuals who were members of the DST Board on the date of this Agreement or individuals whose election, or nomination for election by DST's stockholders, was approved by a vote of at least seventy-five percent (75%) of the members of the DST Board then still in office who were members of the DST Board on the date of this Agreement, or (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 7

become, according to a public announcement or filing, without the prior approval of the DST Board, the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of DST representing thirty percent (30%) (forty percent (40%) with respect to Paragraph 7(c) hereof) or more

under Sec. 401(k) plans), (C) retirement or pension benefits, (D) ERISA excess benefits, and (E) tax favored employee stock ownership (such as under ESOP, TRASOP, TCESO or PAYSOP programs); and (iii) any other benefit plans hereafter made generally available to executives of Executive's level or to the employees of DST generally. In addition, all outstanding options held by Executive under any stock option plan of DST or its affiliates shall become immediately exercisable (except that no stock option under any stock option plan of DST shall become exercisable before the first anniversary date of the granting of the option) on the Control Change Date. (c) PAYMENT. With respect to any plan or agreement under which Executive would be entitled at the Control Change Date to receive Specified Benefits as a general obligation of DST which has not been separately funded (including specifically, but not limited to, those referred to under Paragraphs 7(b)(i) and 7(b)(ii)(D) above), Executive shall receive within five (5) days after such date full payment in cash (discounted to then present value on the basis of a rate of 7.5 percent per annum) of all amounts to which he is then entitled thereunder. (d) CHANGE IN CONTROL OF DST. For purposes of this Agreement, a "Change in Control of DST" shall be deemed to have occurred if (a) for any reason at any time less than seventh-five percent (75%) of the members of the DST Board shall be individuals who were members of the DST Board on the date of this Agreement or individuals whose election, or nomination for election by DST's stockholders, was approved by a vote of at least seventy-five percent (75%) of the members of the DST Board then still in office who were members of the DST Board on the date of this Agreement, or (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 7

become, according to a public announcement or filing, without the prior approval of the DST Board, the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of DST representing thirty percent (30%) (forty percent (40%) with respect to Paragraph 7(c) hereof) or more (calculated in accordance with Rule 13d-3) of the combined voting power of DST's then outstanding voting securities (such "person" hereafter referred to as a "Major Stockholder"); or (c) the stockholders of DST shall have approved a merger, consolidation or dissolution of DST or a sale, lease, exchange or disposition of all or substantially all of DST's assets, or a Major Stockholder shall have proposed any such transaction, unless any such merger, consolidation, dissolution, sale, lease, exchange or disposition shall have been approved by at least seventy-five percent (75%) of the members of the DST Board who were either (i) members of the DST Board on the date of this Agreement or (ii) elected or nominated by at least seventy-five percent (75%) of the members of the DST Board then still in office who were members of the DST Board on the date of this Agreement. (e) TERMINATION AFTER CONTROL CHANGE DATE. Notwithstanding any other provision of this Paragraph 7, at any time after the Control Change Date, DST may, through its Board, terminate the employment of Executive (the "Termination"), but within five (5) days of the Termination it shall pay to Executive his full base salary through the Termination, to the extent not theretofore paid, plus a lump sum amount (the "Special Severance Payment") equal to the product (discounted to then present value on the basis of a rate of 7.5% per annum) of his annual base salary specified in Paragraph 7(a) hereof multiplied by the number of years and any portion thereof remaining in the Three-Year Period (or if the balance of the Three-year Period after Termination is less than one year, for one year, [hereinafter called the "Extended Period"]). Specified Benefits to which Executive was entitled immediately prior to Termination shall 8

continue until the end of the Three-Year Period (or the Extended Period, if applicable); provided that: (a) if any plan pursuant to which Specified Benefits are provided immediately prior to Termination would not permit continued participation by Executive after Termination, then DST shall pay to Executive within five (5) days after Termination a lump sum payment equal to the amount of Specified Benefits Executive would have received if Executive had been fully vested and a continuing participant in such plan to the end of the Three-Year Period or the Extended Period, if applicable; and (b) if Executive obtains new employment following Termination, then

become, according to a public announcement or filing, without the prior approval of the DST Board, the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of DST representing thirty percent (30%) (forty percent (40%) with respect to Paragraph 7(c) hereof) or more (calculated in accordance with Rule 13d-3) of the combined voting power of DST's then outstanding voting securities (such "person" hereafter referred to as a "Major Stockholder"); or (c) the stockholders of DST shall have approved a merger, consolidation or dissolution of DST or a sale, lease, exchange or disposition of all or substantially all of DST's assets, or a Major Stockholder shall have proposed any such transaction, unless any such merger, consolidation, dissolution, sale, lease, exchange or disposition shall have been approved by at least seventy-five percent (75%) of the members of the DST Board who were either (i) members of the DST Board on the date of this Agreement or (ii) elected or nominated by at least seventy-five percent (75%) of the members of the DST Board then still in office who were members of the DST Board on the date of this Agreement. (e) TERMINATION AFTER CONTROL CHANGE DATE. Notwithstanding any other provision of this Paragraph 7, at any time after the Control Change Date, DST may, through its Board, terminate the employment of Executive (the "Termination"), but within five (5) days of the Termination it shall pay to Executive his full base salary through the Termination, to the extent not theretofore paid, plus a lump sum amount (the "Special Severance Payment") equal to the product (discounted to then present value on the basis of a rate of 7.5% per annum) of his annual base salary specified in Paragraph 7(a) hereof multiplied by the number of years and any portion thereof remaining in the Three-Year Period (or if the balance of the Three-year Period after Termination is less than one year, for one year, [hereinafter called the "Extended Period"]). Specified Benefits to which Executive was entitled immediately prior to Termination shall 8

continue until the end of the Three-Year Period (or the Extended Period, if applicable); provided that: (a) if any plan pursuant to which Specified Benefits are provided immediately prior to Termination would not permit continued participation by Executive after Termination, then DST shall pay to Executive within five (5) days after Termination a lump sum payment equal to the amount of Specified Benefits Executive would have received if Executive had been fully vested and a continuing participant in such plan to the end of the Three-Year Period or the Extended Period, if applicable; and (b) if Executive obtains new employment following Termination, then following any waiting period applicable to participation in any plan of the new employer, Executive shall continue to be entitled to receive benefits pursuant to this sentence only to the extent such benefits would exceed those available to Executive under comparable plans of the Executive's new employer (but Executive shall not be required to repay any amounts then already received by him). (f) RESIGNATION AFTER CONTROL CHANGE DATE. In the event of a Change in Control of DST, thereafter, upon good reason (as defined below) Executive may, at any time during the Three-Year Period or the Extended Period, in his sole discretion, on not less than thirty (30) days' written notice to the Secretary of DST and effective at the end of such notice period, resign his employment with DST (the "Resignation"). Within five (5) days of such a Resignation, DST shall pay to Executive his full base salary through the effective date of such Resignation, to the extent not theretofore paid, plus a lump sum amount equal to the Special Severance Payment (computed as provided in the first sentence of Paragraph 7(e), except that for purposes of such computation all references to "Termination" shall be deemed to be references to "Resignation"). Upon Resignation of Executive, Specified Benefits to which Executive was entitled immediately prior to Resignation shall continue on the same terms and conditions as 9

provided in Paragraph 7(e) in the case of Termination (including equivalent payments provided for therein). For purposes of this Agreement, Executive shall have "good reason" if there occurs without his consent (a) a reduction in the character of the duties assigned to Executive or in Executive's level of work responsibility or conditions; (b) a reduction in Executive's base salary as in effect immediately prior to the Control Change Date or as the same may have been increased thereafter; (c) a failure by DST or its successor to (i) continue any of the plans of the type referred to in Paragraph 7(b) which shall have been in effect at the Control Change Date (including those providing for Specified Benefits) or to continue Executive as a participant in any of such plans on

continue until the end of the Three-Year Period (or the Extended Period, if applicable); provided that: (a) if any plan pursuant to which Specified Benefits are provided immediately prior to Termination would not permit continued participation by Executive after Termination, then DST shall pay to Executive within five (5) days after Termination a lump sum payment equal to the amount of Specified Benefits Executive would have received if Executive had been fully vested and a continuing participant in such plan to the end of the Three-Year Period or the Extended Period, if applicable; and (b) if Executive obtains new employment following Termination, then following any waiting period applicable to participation in any plan of the new employer, Executive shall continue to be entitled to receive benefits pursuant to this sentence only to the extent such benefits would exceed those available to Executive under comparable plans of the Executive's new employer (but Executive shall not be required to repay any amounts then already received by him). (f) RESIGNATION AFTER CONTROL CHANGE DATE. In the event of a Change in Control of DST, thereafter, upon good reason (as defined below) Executive may, at any time during the Three-Year Period or the Extended Period, in his sole discretion, on not less than thirty (30) days' written notice to the Secretary of DST and effective at the end of such notice period, resign his employment with DST (the "Resignation"). Within five (5) days of such a Resignation, DST shall pay to Executive his full base salary through the effective date of such Resignation, to the extent not theretofore paid, plus a lump sum amount equal to the Special Severance Payment (computed as provided in the first sentence of Paragraph 7(e), except that for purposes of such computation all references to "Termination" shall be deemed to be references to "Resignation"). Upon Resignation of Executive, Specified Benefits to which Executive was entitled immediately prior to Resignation shall continue on the same terms and conditions as 9

provided in Paragraph 7(e) in the case of Termination (including equivalent payments provided for therein). For purposes of this Agreement, Executive shall have "good reason" if there occurs without his consent (a) a reduction in the character of the duties assigned to Executive or in Executive's level of work responsibility or conditions; (b) a reduction in Executive's base salary as in effect immediately prior to the Control Change Date or as the same may have been increased thereafter; (c) a failure by DST or its successor to (i) continue any of the plans of the type referred to in Paragraph 7(b) which shall have been in effect at the Control Change Date (including those providing for Specified Benefits) or to continue Executive as a participant in any of such plans on at least the basis in effect immediately prior to the Control Change Date; or (ii) provide other plans under which at least equivalent compensation and benefits are available and in which Executive continues to participate on a basis at least equivalent to his participation in the DST plans in effect immediately prior to the Control Change Date; or (iii) to make the payment required under Paragraph 7(c); (d) the relocation of the principal executive offices of DST or its successor to a location outside the metropolitan area of Kansas City, Missouri or requiring Executive to be based anywhere other than DST's principal executive office, except for required travel on DST's business to an extent substantially consistent with Executive's obligations immediately prior to the Control Change Date; or (e) any breach by DST of this Agreement to the extent not previously specified. (g) TERMINATION FOR CAUSE AFTER CONTROL CHANGE DATE. Notwithstanding any other provision of this Paragraph 7, at any time after the Control Change Date, Executive may be terminated by DST "for cause" without notice and without any payment hereunder only if such termination is for an act of dishonesty by Executive constituting a felony under the laws of the 10

State of Missouri which resulted or was intended to result in gain or personal enrichment of Executive at DST's expense. (h) GROSS-UP PROVISION. If any portion of any payments received by Executive from DST on or after the Control Change Date (whether payable pursuant to the terms of this Agreement or any other plan, agreement or arrangement with DST, its successors or any person whose actions result in a Change of Control of DST), shall be subject to the tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended, or any successor statutory provision ("Parachute Payments"), DST shall pay to Executive, within five (5) days of Executive's Termination or Resignation such additional amounts as are necessary so that, after taking into account

provided in Paragraph 7(e) in the case of Termination (including equivalent payments provided for therein). For purposes of this Agreement, Executive shall have "good reason" if there occurs without his consent (a) a reduction in the character of the duties assigned to Executive or in Executive's level of work responsibility or conditions; (b) a reduction in Executive's base salary as in effect immediately prior to the Control Change Date or as the same may have been increased thereafter; (c) a failure by DST or its successor to (i) continue any of the plans of the type referred to in Paragraph 7(b) which shall have been in effect at the Control Change Date (including those providing for Specified Benefits) or to continue Executive as a participant in any of such plans on at least the basis in effect immediately prior to the Control Change Date; or (ii) provide other plans under which at least equivalent compensation and benefits are available and in which Executive continues to participate on a basis at least equivalent to his participation in the DST plans in effect immediately prior to the Control Change Date; or (iii) to make the payment required under Paragraph 7(c); (d) the relocation of the principal executive offices of DST or its successor to a location outside the metropolitan area of Kansas City, Missouri or requiring Executive to be based anywhere other than DST's principal executive office, except for required travel on DST's business to an extent substantially consistent with Executive's obligations immediately prior to the Control Change Date; or (e) any breach by DST of this Agreement to the extent not previously specified. (g) TERMINATION FOR CAUSE AFTER CONTROL CHANGE DATE. Notwithstanding any other provision of this Paragraph 7, at any time after the Control Change Date, Executive may be terminated by DST "for cause" without notice and without any payment hereunder only if such termination is for an act of dishonesty by Executive constituting a felony under the laws of the 10

State of Missouri which resulted or was intended to result in gain or personal enrichment of Executive at DST's expense. (h) GROSS-UP PROVISION. If any portion of any payments received by Executive from DST on or after the Control Change Date (whether payable pursuant to the terms of this Agreement or any other plan, agreement or arrangement with DST, its successors or any person whose actions result in a Change of Control of DST), shall be subject to the tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended, or any successor statutory provision ("Parachute Payments"), DST shall pay to Executive, within five (5) days of Executive's Termination or Resignation such additional amounts as are necessary so that, after taking into account any tax imposed by such Section 4999 or any successor statutory provision on any such Parachute Payments (as well as any income tax or Section 4999 tax on payments made pursuant to this sentence), Executive is in the same after-tax position that Executive would have been in if such Section 4999 or any successor statutory provision did not apply and no payments were made pursuant to this sentence. (i) MITIGATION AND EXPENSES. (i) OTHER EMPLOYMENT. After the Control Change Date, Executive shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise and except as expressly set forth herein no such other employment, if obtained, or compensation or benefits payable in connection therewith shall reduce any amounts or benefits to which Executive is entitled hereunder. (ii) EXPENSES. If any dispute should arise under this Agreement after the Control Change Date involving an effort by Executive to protect, enforce or secure 11

rights or benefits claimed by Executive hereunder, DST shall pay (promptly upon demand by Executive accompanied by reasonable evidence of incurrence) all reasonable expenses (including attorneys' fees) incurred by Executive in connection with such dispute, without regard to whether Executive prevails in such dispute except that Executive shall repay DST any amounts so received if a court having jurisdiction shall make a final, nonappealable determination that Executive acted frivolously or in bad faith by such dispute. To assure Executive that adequate funds will be make available to discharge DST's obligations set forth in the preceding sentence, DST has established a trust and upon the occurrence of a Change in Control of DST shall promptly deliver to the

State of Missouri which resulted or was intended to result in gain or personal enrichment of Executive at DST's expense. (h) GROSS-UP PROVISION. If any portion of any payments received by Executive from DST on or after the Control Change Date (whether payable pursuant to the terms of this Agreement or any other plan, agreement or arrangement with DST, its successors or any person whose actions result in a Change of Control of DST), shall be subject to the tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended, or any successor statutory provision ("Parachute Payments"), DST shall pay to Executive, within five (5) days of Executive's Termination or Resignation such additional amounts as are necessary so that, after taking into account any tax imposed by such Section 4999 or any successor statutory provision on any such Parachute Payments (as well as any income tax or Section 4999 tax on payments made pursuant to this sentence), Executive is in the same after-tax position that Executive would have been in if such Section 4999 or any successor statutory provision did not apply and no payments were made pursuant to this sentence. (i) MITIGATION AND EXPENSES. (i) OTHER EMPLOYMENT. After the Control Change Date, Executive shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise and except as expressly set forth herein no such other employment, if obtained, or compensation or benefits payable in connection therewith shall reduce any amounts or benefits to which Executive is entitled hereunder. (ii) EXPENSES. If any dispute should arise under this Agreement after the Control Change Date involving an effort by Executive to protect, enforce or secure 11

rights or benefits claimed by Executive hereunder, DST shall pay (promptly upon demand by Executive accompanied by reasonable evidence of incurrence) all reasonable expenses (including attorneys' fees) incurred by Executive in connection with such dispute, without regard to whether Executive prevails in such dispute except that Executive shall repay DST any amounts so received if a court having jurisdiction shall make a final, nonappealable determination that Executive acted frivolously or in bad faith by such dispute. To assure Executive that adequate funds will be make available to discharge DST's obligations set forth in the preceding sentence, DST has established a trust and upon the occurrence of a Change in Control of DST shall promptly deliver to the trustee of such trust to hold in accordance with the terms and conditions thereof that sum which the Board shall have determined is reasonably sufficient for such purpose. (j) SUCCESSORS IN INTEREST. The rights and obligations of Executive and DST under this Paragraph 7 shall inure to the benefit of and be binding in each and every respect upon the direct and indirect successors and assigns of DST and Executive, regardless of the manner in which such successors or assigns shall succeed to the interest of DST or Executive hereunder, and this Paragraph 7 shall not be terminated by the voluntary or involuntary dissolution of DST or any merger or consolidation or acquisition involving DST, or upon any transfer of all or substantially all of DST's assets, or terminated otherwise than in accordance with its terms. In the event of any such merger or consolidation or transfer of assets, the provisions of this Paragraph 7 shall be binding upon and shall inure to the benefit of the surviving corporation or the corporation or other person to which such assets shall be transferred. (k) PREVAILING PROVISIONS. On and after the Control Change Date, the provisions of this Paragraph 7 shall control and take precedence over any other provisions of this 12

Agreement which are in conflict with or address the same or a similar subject matter as the provisions of this Paragraph 7. 8. NOTICE. Notices and all other communications to either party pursuant to this Agreement shall be in writing and shall be deemed to have been given when personally delivered, delivered by telecopy or deposited in the

rights or benefits claimed by Executive hereunder, DST shall pay (promptly upon demand by Executive accompanied by reasonable evidence of incurrence) all reasonable expenses (including attorneys' fees) incurred by Executive in connection with such dispute, without regard to whether Executive prevails in such dispute except that Executive shall repay DST any amounts so received if a court having jurisdiction shall make a final, nonappealable determination that Executive acted frivolously or in bad faith by such dispute. To assure Executive that adequate funds will be make available to discharge DST's obligations set forth in the preceding sentence, DST has established a trust and upon the occurrence of a Change in Control of DST shall promptly deliver to the trustee of such trust to hold in accordance with the terms and conditions thereof that sum which the Board shall have determined is reasonably sufficient for such purpose. (j) SUCCESSORS IN INTEREST. The rights and obligations of Executive and DST under this Paragraph 7 shall inure to the benefit of and be binding in each and every respect upon the direct and indirect successors and assigns of DST and Executive, regardless of the manner in which such successors or assigns shall succeed to the interest of DST or Executive hereunder, and this Paragraph 7 shall not be terminated by the voluntary or involuntary dissolution of DST or any merger or consolidation or acquisition involving DST, or upon any transfer of all or substantially all of DST's assets, or terminated otherwise than in accordance with its terms. In the event of any such merger or consolidation or transfer of assets, the provisions of this Paragraph 7 shall be binding upon and shall inure to the benefit of the surviving corporation or the corporation or other person to which such assets shall be transferred. (k) PREVAILING PROVISIONS. On and after the Control Change Date, the provisions of this Paragraph 7 shall control and take precedence over any other provisions of this 12

Agreement which are in conflict with or address the same or a similar subject matter as the provisions of this Paragraph 7. 8. NOTICE. Notices and all other communications to either party pursuant to this Agreement shall be in writing and shall be deemed to have been given when personally delivered, delivered by telecopy or deposited in the United States mail by certified or registered mail, postage prepaid, addressed, in the case of DST, to DST, 333 West 11th Street, Kansas City, Missouri 64105, Attention: Secretary, or, in the case of the Executive, to him at 310 West 49th Street, #1005, Kansas City, Missouri 64112, or to such other address as a party shall designate by notice to the other party. 9. AMENDMENT. No provision of this Agreement may be amended, modified, waived or discharged unless such amendment, waiver, modification or discharge is agreed to in a writing signed by Executive and the Executive Vice President of DST. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the time or at any prior or subsequent time. 10. SUCCESSORS AND ASSIGNS; ASSIGNMENT BY EXECUTIVE PROHIBITED. The rights and obligations of DST under this Agreement shall inure to the benefit of and shall be binding upon the successors and assigns of DST. Except as provided in Paragraph 7(j), neither this Agreement nor any of the payments or benefits hereunder may be pledged, assigned or transferred by Executive either in whole or in part in any manner, without the prior written consent of DST. 11. SEVERABILITY. The invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provisions were omitted. 13

12. CONTROLLING LAW AND JURISDICTION. The validity, interpretation and performance of this Agreement shall be subject to and construed under the laws of the State of Missouri, without regard to principles

Agreement which are in conflict with or address the same or a similar subject matter as the provisions of this Paragraph 7. 8. NOTICE. Notices and all other communications to either party pursuant to this Agreement shall be in writing and shall be deemed to have been given when personally delivered, delivered by telecopy or deposited in the United States mail by certified or registered mail, postage prepaid, addressed, in the case of DST, to DST, 333 West 11th Street, Kansas City, Missouri 64105, Attention: Secretary, or, in the case of the Executive, to him at 310 West 49th Street, #1005, Kansas City, Missouri 64112, or to such other address as a party shall designate by notice to the other party. 9. AMENDMENT. No provision of this Agreement may be amended, modified, waived or discharged unless such amendment, waiver, modification or discharge is agreed to in a writing signed by Executive and the Executive Vice President of DST. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the time or at any prior or subsequent time. 10. SUCCESSORS AND ASSIGNS; ASSIGNMENT BY EXECUTIVE PROHIBITED. The rights and obligations of DST under this Agreement shall inure to the benefit of and shall be binding upon the successors and assigns of DST. Except as provided in Paragraph 7(j), neither this Agreement nor any of the payments or benefits hereunder may be pledged, assigned or transferred by Executive either in whole or in part in any manner, without the prior written consent of DST. 11. SEVERABILITY. The invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provisions were omitted. 13

12. CONTROLLING LAW AND JURISDICTION. The validity, interpretation and performance of this Agreement shall be subject to and construed under the laws of the State of Missouri, without regard to principles of conflicts of law. 13. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all other prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof, except this Agreement does not superseded any Officer Indemnification Agreement between DST and Executive. IN WITNESS WHEREOF, the parties have executed this Amendment the day and year first above written. DST SYSTEMS, INC.
By /s/ Thomas A. McCullough ---------------------------------------------Thomas A. McCullough, Executive Vice President

/s/ Thomas A. McCDonnell ---------------------------------------------Thomas A. McDonnell

14

Exhibit 21.1 SUBSIDIARIES

12. CONTROLLING LAW AND JURISDICTION. The validity, interpretation and performance of this Agreement shall be subject to and construed under the laws of the State of Missouri, without regard to principles of conflicts of law. 13. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all other prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof, except this Agreement does not superseded any Officer Indemnification Agreement between DST and Executive. IN WITNESS WHEREOF, the parties have executed this Amendment the day and year first above written. DST SYSTEMS, INC.
By /s/ Thomas A. McCullough ---------------------------------------------Thomas A. McCullough, Executive Vice President

/s/ Thomas A. McCDonnell ---------------------------------------------Thomas A. McDonnell

14

Exhibit 21.1 SUBSIDIARIES
NAME OF ENTITY -------------DST International Limited Output Technologies, Inc. USCS International, Inc. West Side Investments, Inc. STATE OF INCORPORATION / JURISDICTION & DATE -------------------------------------------United Kingdom- 8/21/92 Missouri - 12/28/90 Delaware - 4/10/95 Nevada - 2/11/98 DOING BUSINESS A ----------------

Note: Significant subsidiaries as calculated under Rule 1-02(w) of Regulation S-X, listed in alphabetical order. Output Technologies, Inc. is not a significant subsidiary under Rule 1-02(w) of Regulation S-X as of December 31, 1998. DST International, Limited. represents the consolidation of nine international subsidiaries, each of which is engaged in the Company's Financial Services Segment. Output Technologies, Inc. represents the consolidation of eight U.S. and four international subsidiaries, each of which is engaged in the Company's Output Solutions Segment. USCS International, Inc. represents the consolidation of six U.S. and two international subsidiaries, primarily engaged in the Company's Output Solutions and Customer Management Segments.

EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 33304197, 333-69377, 333-69393, 333-69611, 333-73241) of DST Systems, Inc. of our report dated February 25, 1999 appearing in this Annual Report on Form 10-K.

Exhibit 21.1 SUBSIDIARIES
NAME OF ENTITY -------------DST International Limited Output Technologies, Inc. USCS International, Inc. West Side Investments, Inc. STATE OF INCORPORATION / JURISDICTION & DATE -------------------------------------------United Kingdom- 8/21/92 Missouri - 12/28/90 Delaware - 4/10/95 Nevada - 2/11/98 DOING BUSINESS A ----------------

Note: Significant subsidiaries as calculated under Rule 1-02(w) of Regulation S-X, listed in alphabetical order. Output Technologies, Inc. is not a significant subsidiary under Rule 1-02(w) of Regulation S-X as of December 31, 1998. DST International, Limited. represents the consolidation of nine international subsidiaries, each of which is engaged in the Company's Financial Services Segment. Output Technologies, Inc. represents the consolidation of eight U.S. and four international subsidiaries, each of which is engaged in the Company's Output Solutions Segment. USCS International, Inc. represents the consolidation of six U.S. and two international subsidiaries, primarily engaged in the Company's Output Solutions and Customer Management Segments.

EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 33304197, 333-69377, 333-69393, 333-69611, 333-73241) of DST Systems, Inc. of our report dated February 25, 1999 appearing in this Annual Report on Form 10-K. PRICEWATERHOUSECOOPERS LLP Kansas City, Missouri March 26, 1999

ARTICLE 5 THIS SCHEDULE, SUBMITTED AS EXHIBIT 27.1 TO FORM 10-K, CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED BALANCE SHEET AND STATEMENT OF INCOME OF DST SYSTEMS, INC. COMMISSION FILE NO. 1-14036 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. CIK: 0000714603 NAME: DST SYSTEMS, INC. MULTIPLIER: 1,000,000

PERIOD TYPE FISCAL YEAR END PERIOD END CASH SECURITIES RECEIVABLES ALLOWANCES INVENTORY CURRENT ASSETS PP&E DEPRECIATION

12 MOS DEC 31 1998 DEC 31 1998 28 0 282 0 16 376 844 516

EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 33304197, 333-69377, 333-69393, 333-69611, 333-73241) of DST Systems, Inc. of our report dated February 25, 1999 appearing in this Annual Report on Form 10-K. PRICEWATERHOUSECOOPERS LLP Kansas City, Missouri March 26, 1999

ARTICLE 5 THIS SCHEDULE, SUBMITTED AS EXHIBIT 27.1 TO FORM 10-K, CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED BALANCE SHEET AND STATEMENT OF INCOME OF DST SYSTEMS, INC. COMMISSION FILE NO. 1-14036 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. CIK: 0000714603 NAME: DST SYSTEMS, INC. MULTIPLIER: 1,000,000

PERIOD TYPE FISCAL YEAR END PERIOD END CASH SECURITIES RECEIVABLES ALLOWANCES INVENTORY CURRENT ASSETS PP&E DEPRECIATION TOTAL ASSETS CURRENT LIABILITIES BONDS PREFERRED MANDATORY PREFERRED COMMON OTHER SE TOTAL LIABILITY AND EQUITY SALES TOTAL REVENUES CGS TOTAL COSTS OTHER EXPENSES LOSS PROVISION INTEREST EXPENSE INCOME PRETAX INCOME TAX INCOME CONTINUING DISCONTINUED EXTRAORDINARY CHANGES NET INCOME EPS PRIMARY EPS DILUTED

12 MOS DEC 31 1998 DEC 31 1998 28 0 282 0 16 376 844 516 1,897 269 50 0 0 1 1,165 1,897 0 1,096 0 976 0 0 9 116 44 72 0 0 0 72 1.14 1.11

ARTICLE 5 THIS SCHEDULE, SUBMITTED AS EXHIBIT 27.1 TO FORM 10-K, CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED BALANCE SHEET AND STATEMENT OF INCOME OF DST SYSTEMS, INC. COMMISSION FILE NO. 1-14036 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. CIK: 0000714603 NAME: DST SYSTEMS, INC. MULTIPLIER: 1,000,000

PERIOD TYPE FISCAL YEAR END PERIOD END CASH SECURITIES RECEIVABLES ALLOWANCES INVENTORY CURRENT ASSETS PP&E DEPRECIATION TOTAL ASSETS CURRENT LIABILITIES BONDS PREFERRED MANDATORY PREFERRED COMMON OTHER SE TOTAL LIABILITY AND EQUITY SALES TOTAL REVENUES CGS TOTAL COSTS OTHER EXPENSES LOSS PROVISION INTEREST EXPENSE INCOME PRETAX INCOME TAX INCOME CONTINUING DISCONTINUED EXTRAORDINARY CHANGES NET INCOME EPS PRIMARY EPS DILUTED

12 MOS DEC 31 1998 DEC 31 1998 28 0 282 0 16 376 844 516 1,897 269 50 0 0 1 1,165 1,897 0 1,096 0 976 0 0 9 116 44 72 0 0 0 72 1.14 1.11