EXCHANGE AGREEMENT

(Unrestricted Notes)

___________________ (including any other persons or entities exchanging Existing Notes hereunder for whom the undersigned Holder holds contractual and investment authority, the “ Holder ”) enters into this Exchange Agreement (the “ Agreement ”) with DST Systems, Inc., a Delaware corporation, (the “ Company ”) on ___________, 2009 whereby the Holder will exchange (the “ Exchange ”) the Company’s 4.125 % Series C Senior Convertible Debentures due August 12, 2023 (the “ Existing Notes ”) for the Company’s new 4.125% Series A Senior Convertible Debentures due August 12, 2023 (the “ New Notes ”) that will be issued pursuant to the provisions of an Indenture dated as of October __, 2009 among the Company and The Bank of New York Mellon Trust Company, N.A, as Trustee (the “ Trustee ”), as it may be supplemented or amended from time to time (collectively, the “ Indenture ”).

On and subject to the terms hereof, the parties hereto agree as follows:

Article I : Exchange of the Existing Notes for New Notes

At the Closing (as defined herein), the Holder hereby agrees to exchange and deliver to the Company the following Existing Notes, and in exchange therefor the Company hereby agrees to issue to the Holder the principal amount of New Notes described below and to pay in cash the following accrued but unpaid interest on such Existing Notes:

The closing of the Exchange (the “ Closing ”) shall occur no later than three business days after the date of this Agreement. At the Closing, (a) the Holder shall deliver or cause to be delivered to the Company all right, title and interest in and to the Exchanged Notes free and clear of any mortgage, lien, pledge, charge, security interest, encumbrance, title retention agreement, option, equity or other adverse claim thereto (collectively, “ Liens ”), together with any documents of conveyance or transfer that the Company may deem necessary or desirable to transfer to and confirm in the Company all right, title and interest in and to the Exchanged Notes free and clear of any Liens, and (b) the Company shall issue to the Holder the Holder’s New Notes and shall deliver to the Holder the Cash Payment; provided, however, that the parties acknowledge that the issuance of the Holder’s New Notes to the Holder may be delayed due to procedures and mechanics within the system of the Depository Trust Company and that such delay will not be a default under this Agreement so long as (i) the Company is using its reasonable best efforts to effect the issuance of one or more global notes representing the New Notes, (ii) such delay is no longer than three business days, and (iii) interest shall accrue on such New Notes from the date of the Indenture. Simultaneously with or after the Closing, the Company may issue New Notes to one or more other holders of outstanding Existing Notes, subject to the terms of the Indenture.

Article II : Covenants, Representations and Warranties of the Holder

The Holder hereby covenants as follows, and makes the following representations and warranties, each of which is and shall be true and correct on the date hereof and at the Closing, to the Company, Lazard Frères &

Co. LLC and Lazard Capital Markets LLC, and all such covenants, representations and warranties shall survive the Exchange.

Section 2.1        Power and Authorization. The Holder is duly organized, validly existing and in good standing, and has the power and authority to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the Exchange contemplated hereby. If the Holder that is signatory hereto is executing this Agreement to effect the exchange of Exchanged Notes beneficially owned by one or more other persons or entities (who are thus included in the definition of “Holder” hereunder), (a) such signatory Holder has all requisite discretionary and contractual authority to enter into this Agreement on behalf of, and bind, each such other person or entity that is a beneficial owner of Exchanged Notes, and (b)  Exhibit A hereto is a true, correct and complete list