THIRD AMENDMENT TO RIGHTS AGREEMENT

     This  Third  Amendment  dated as of  September  25,  2001 is to the  Rights
Agreement  (the  "Agreement")  dated as of October 6, 1995  between DST Systems,
Inc., a Delaware  Corporation (the  "Company"),  and State Street Bank and Trust
Company, a Massachusetts trust company (the "Rights Agent"). The Third Amendment
is  pursuant  to  Section  26 of the  Agreement  and is being  made prior to the
Distribution  Date. The undersigned  officer of the Company,  in his capacity as
such,  hereby  certifies  that this Third  Amendment is in compliance  with such
Section 26.  Capitalized  and other terms in this Third Amendment shall have the
meanings given them in the Agreement unless defined herein.

     The  Company  and the Rights  Agent agree that the last clause of the first
sentence of Section 7(e) of the Agreement shall be replaced with the following:

     "...and  shall  thereafter  NOT  provide  any such  holder  with any rights
whatsoever under this Agreement or otherwise."


     Except as otherwise  set forth in this Third  Amendment,  the Agreement has
not been amended or otherwise  modified in any respect and remains in full force
and effect in accordance with its terms. This Third Amendment may be executed in
any number of counterparts,  and each such counterpart shall for all purposes be
deemed an original,  and all such counterparts shall together constitute but one
and the same instrument.

                   DST SYSTEMS, INC.

                   By /s/ Kenneth V. Hager
                      --------------------------------------------------------
                   Name:  Kenneth V. Hager
                   Title:  Vice President, Chief Financial Officer and Treasurer



                   STATE STREET BANK AND TRUST COMPANY

                   By /s/ Charles Rossi
                      ----------------------------------------------
                   Name:  Charles Rossi
                   Title: Division President