0001047469-11-001554 Sample Contracts

SHARE TRANSFER RESTRICTION AND OPTION AGREEMENT
Share Transfer Restriction and Option Agreement • February 28th, 2011 • DST Systems Inc • Services-computer processing & data preparation • England

THIS AGREEMENT executed and entered into this 23rd day of December, 1992, by and among State Street Boston Corporation (“SSB”), DST Systems International B.V. (“DST”), and Clarke & Tilley Limited (“Clarke & Tilley”).

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AGREEMENT
Agreement • February 28th, 2011 • DST Systems Inc • Services-computer processing & data preparation • England

AGREEMENT made as of the 23rd day of December, 1992 by and among State Street Boston Corporation (“SSB”), a Massachusetts bank holding company, 225 Franklin Street, Boston, Massachusetts, DST Systems International B.V. (“DST”) a Netherlands corporation, Amsteldijk 166 Rivierstaete, 1079 LH Amsterdam, and Clarke & Tilley Limited (“Clarke & Tilley”) an English company, Hanover House, Station Approach, Cheam, Surrey SM27AU, England.

RESTRICTED STOCK UNIT AGREEMENT
Restricted Stock Unit Agreement • February 28th, 2011 • DST Systems Inc • Services-computer processing & data preparation • Delaware

THIS AGREEMENT is made and entered into as of the “Grant Date” (see Paragraph 1(a)), by and between DST SYSTEMS, INC. (“Company”) and recipient (“Employee”) of an Award under the DST Systems, Inc. 2005 Equity Incentive Plan, as amended and interpreted from time to time (the “Plan”).

AGREEMENT OF LIMITED PARTNERSHIP OF INTERNATIONAL FINANCIAL DATA SERVICES LIMITED PARTNERSHIP
DST Systems Inc • February 28th, 2011 • Services-computer processing & data preparation • Massachusetts

THIS AGREEMENT OF LIMITED PARTNERSHIP of International Financial Data Services Limited Partnership is made as of the 31st day of January, 2001, by and among International Financial Data Services GP, Inc. (“State Street GP”) and IFDS GP, Inc. (“DST GP”) as General Partners, and State Street Corporation (“State Street”) and DST Systems, Inc. (“DST”) as limited partners (each an “Initial Limited Partner” and, collectively, the “Initial Limited Partners”), and any Persons who become general or limited partners of the Partnership in accordance with the provisions hereof and whose names are set forth as partners on Schedule A attached hereto.

FIRST AMENDMENT TO RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • February 28th, 2011 • DST Systems Inc • Services-computer processing & data preparation

THIS FIRST AMENDMENT to the Restricted Stock Unit Award Agreement (“RSU Agreement”) originally dated as of February 23, 2010, is made and entered as of the “Amendment Date” (see Paragraph 1) by and between DST SYSTEMS, INC. (the “Company”) and recipient (“Employee”).

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