0001047469-12-001905 Sample Contracts

RESTRICTED STOCK UNIT AGREEMENT
Restricted Stock Unit Agreement • February 29th, 2012 • 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”).

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STOCK OPTION AWARD AGREEMENT
Stock Option Award Agreement • February 29th, 2012 • 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”).

AMENDMENT NUMBER 6 TO RECEIVABLES PURCHASE AGREEMENT
Receivables Purchase Agreement • February 29th, 2012 • DST Systems Inc • Services-computer processing & data preparation • New York

THIS AMENDMENT NUMBER 6 TO RECEIVABLES PURCHASE AGREEMENT, dated as of December 22, 2011 (this “Amendment”), is entered into by and among FOUNTAIN CITY FINANCE, LLC, a Delaware limited liability company (the “Seller”), BANK OF AMERICA, NATIONAL ASSOCIATION, a national banking association (“Bank of America”), as a Bank and as the agent (the “Agent”) for the Investors and the Banks, DST SYSTEMS, INC., a Delaware corporation (“DST Systems”), as the Parent and the Servicer, and each of the parties named on Schedule I hereto as Originators. Capitalized terms used and not otherwise defined herein are used as defined in the Receivables Purchase Agreement (as defined below).

THIRD AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • February 29th, 2012 • DST Systems Inc • Services-computer processing & data preparation • New York

THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) dated as of December 12, 2011 to the Credit Agreement referenced below is by and among DST Systems, Inc., a Delaware corporation (the “Borrower”), the Lenders identified on the signature pages hereto and Bank of America, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”), L/C Issuer and Swing Line Lender.

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