UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  SCHEDULE 14A

                                 (RULE 14A-101)

                            SCHEDULE 14A INFORMATION


           PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
                     EXCHANGE ACT OF 1934 (AMENDMENT NO. 1)


Filed by the registrant [X]

Filed by a party other than the registrant [  ]

Check the appropriate box:

[ X ]     Preliminary proxy statement.

[   ]     Confidential, for use of the Commission only (as permitted by
          Rule 14a-6(e)(2)).

[   ]     Definitive proxy statement.

[   ]     Definitive additional materials.

[   ]     Soliciting material pursuant toss. 240.14a-11(c) ofss. 240.14a-12.


                                DST SYSTEMS, INC.
--------------------------------------------------------------------------------
                (Name of Registrant as Specified in its Charter)

                                 NOT APPLICABLE
--------------------------------------------------------------------------------
    (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of filing fee (check the appropriate box):

[   ]     No fee required.

[ X ]     Fee  computed on table below per Exchange  Act Rules  14a-6(i)(1)  and
          0-11.

          (1)  Title of each class of securities to which  transaction  applies:
               Common Stock, par value $0.01 per share, of DST Systems, Inc.

          (2)  Aggregate number of securities to which transaction applies: 32.3
               million shares of Common Stock of DST Systems, Inc.

          (3)  Per unit price or other underlying value of transaction  computed
               pursuant  to  Exchange  Act  Rule  0-11:  The  proposed   maximum
               aggregate  value of the  transaction  for purposes of calculating
               the  filing  fee only is $0.  For  purposes  of  determining  the
               proposed maximum aggregate value of the transaction, Exchange Act
               Rule  0-11(c)(2)  and  telephone  interpretation  1 for Rule 0-11
               under  paragraph  M.  "Exchange  Act  Rules" in the  Division  of
               Corporation   Finance  Manual  of  Publicly  Available  Telephone
               Interpretations from July 1997 were reviewed. In the transaction,
               DST Systems, Inc. will be receiving only its own shares of Common
               Stock and no cash or other property. No cash, securities or other
               property is being  distributed  to DST security  holders on a pro
               rata basis.  Therefore, in following the calculation set forth in
               Exchange Act Rule 0-11, the proposed  maximum  aggregate value of
               the transaction for purposes of calculating the filing fee is $0,
               and the filing fee is calculated as $0.

          (4)  Proposed  maximum  aggregate  value of  transaction:  $0 (See (3)
               above).

          (5)  Total fee paid: $0

[   ]     Fee paid previously with preliminary materials.
--------------------------------------------------------------------------------

[   ]     Checkbox if any part of the fee is offset as provided by Exchange  Act
          Rule  0-11(a)(2)  and identify the filing for which the offsetting fee
          was paid  previously.  Identify  the previous  filing by  registration
          statement number, or the form or schedule and the date of its filing.

         (1)      Amount Previously Paid:
--------------------------------------------------------------------------------

         (2)      Form, Schedule or Registration Statement No.:
--------------------------------------------------------------------------------

         (3)      Filing Party:
--------------------------------------------------------------------------------

         (4)      Date Filed:
--------------------------------------------------------------------------------



[DST LOGO]
333 WEST 11TH STREET
KANSAS CITY, MISSOURI  64105







                                DST SYSTEMS, INC.




                           NOTICE AND PROXY STATEMENT


                                       FOR


                        A SPECIAL MEETING OF STOCKHOLDERS


                                    [ ], 2003


                             YOUR VOTE IS IMPORTANT!


  Please vote by telephone or the Internet as described on the Voting Card or
 mark, date and sign the card and promptly return it in the envelope provided.
















MAILING OF THIS NOTICE AND PROXY STATEMENT AND THE ACCOMPANYING VOTING CARD
COMMENCED ON OR ABOUT [            ], 2003





                                DST SYSTEMS, INC.

                              333 WEST 11TH STREET
                           KANSAS CITY, MISSOURI 64105
                                 ---------------

                                 PROXY STATEMENT
                                       AND
                    NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
                                    [ ], 2003
                                 ---------------

     You are hereby  notified  of and  cordially  invited to attend the  Special
Meeting of Stockholders of DST Systems, Inc., a Delaware corporation ("DST"), to
be held at the offices of DST Systems,  Inc.,  333 West 11th Street,  3rd Floor,
Kansas City,  Missouri,  64105 at 8:30 AM,  Central  Time,  on [date]  2003,  to
consider and vote upon the following matter:

     Approval of the Share  Exchange  Agreement, dated August 25, 2003,
     by and among DST Systems, Inc., DST Output Marketing Services, Inc.,
     and Janus Capital Group Inc. and the transactions contemplated thereby.

     The  Board of  Directors  has set the  close of  business  on [date] as the
record date for determining which  stockholders are entitled to notice of and to
vote at this meeting or any  adjournment  thereof.  A list of such  stockholders
will be available  during the Special Meeting for examination by any stockholder
for any  purpose  germane to the meeting and will be  available  during  regular
business  hours at the  corporate  offices of DST, 333 West 11th Street,  Kansas
City, Missouri, for the 10-day period prior to the Special Meeting. The Board of
Directors  recommends  that  you  vote  "for"  approval  of the  Share  Exchange
Agreement and the transactions contemplated thereby.

     It is important that your shares be represented at the meeting. Please vote
your shares,  regardless of whether you plan to attend the Special Meeting.  You
may cast your votes by  telephone  or through the  Internet as  described on the
Voting Card.  Alternatively,  please date the Voting Card,  sign it and promptly
return it in the envelope  provided,  which requires no postage if mailed in the
United States.

     If you own shares registered in the name of a broker,  you should receive a
card from the broker on which you may  direct  the  broker to vote such  shares.
Please promptly complete the card and return it to the broker.

     Any  stockholder  or  stockholder's  representative  who may  need  special
assistance or  accommodation  to participate in the Special Meeting because of a
disability should contact DST's Corporate  Secretary at the above address, or by
phone  at  (816)  435-4636.  To  provide  DST  sufficient  time to  arrange  for
reasonable assistance, please submit all such requests by [date], 2003.

                                 By Order of the Board of Directors,


                                 Randall D. Young
                                 VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY

The date of this Notice is [          ], 2003




                                DST SYSTEMS, INC.
                              333 WEST 11TH STREET
                           KANSAS CITY, MISSOURI 64105

                                 ---------------

                                 PROXY STATEMENT
                                 ---------------

                                    CONTENTS
                                                                           PAGE
                                                                           ----
PROXY STATEMENT............................................................   1

SUMMARY TERM SHEET FOR THE PROPOSAL........................................   1

QUESTIONS AND ANSWERS ABOUT THE PROPOSAL...................................   3

INFORMATION ABOUT THE SPECIAL MEETING......................................   6

VOTING.....................................................................   7

BUSINESS OF DST SYSTEMS, INC...............................................   9

BUSINESS OF DST OUTPUT MARKETING SERVICES, INC.............................  10

BUSINESS OF JANUS CAPITAL GROUP INC........................................  11

BACKGROUND AND RECOMMENDATION..............................................  12
      Background...........................................................  12
      Reasons for the Proposal.............................................  16
      Opinion of Financial Advisor.........................................  17
      Recommendation.......................................................  24

PROPOSAL - APPROVAL OF THE SHARE EXCHANGE AGREEMENT AND THE
TRANSACTIONS CONTEMPLATED THEREBY..........................................  25
      Description of the Proposal..........................................  25
      Purposes and Effects of the Proposal.................................  25
      Summary of the Share Exchange Agreement .............................  25
      Regulatory Matters...................................................  39
      Requirement for Stockholder Approval.................................  39
      Required Vote and the DST Board's Recommendation.....................  39

MATERIAL FEDERAL INCOME TAX CONSEQUENCES ..................................  40

SELECTED FINANCIAL DATA....................................................  43

UNAUDITED PRO FORMA CONDENSED FINANCIAL STATEMENTS.........................  44

PRINCIPAL STOCKHOLDERS AND STOCK OWNED BENEFICIALLY BY DIRECTORS
   AND CERTAIN EXECUTIVE OFFICERS..........................................  52

                                       i


OTHER MATTERS..............................................................  55

WHERE YOU CAN FIND MORE INFORMATION........................................  56

DOCUMENTS INCORPORATED BY REFERENCE........................................  56


APPENDICES:

Appendix A - Share Exchange Agreement, dated August 25, 2003, by
  and between DST, OMS and Janus..........................................   A-1
Appendix B - Proxy relating to shares of DST Common Stock retained
  by Janus................................................................   B-1
Appendix C - Fairness Opinion of U.S. Bancorp Piper Jaffray Inc...........   C-1
Appendix D - OMS Condensed Combined Financial Statements, June 30, 2003...   D-1
Appendix E - OMS Combined Financial Statements, December 31, 2002 and
  2001....................................................................   E-1




















                                       ii



                                 PROXY STATEMENT

     This proxy  statement is being mailed on or about [DATE],  2003, to holders
at the close of  business  on  [DATE],  2003 (the  "Record  Date") of a total of
[115,671,587]  shares  (the  number  outstanding  as of the Record  Date) of the
common stock of DST Systems,  Inc. ("DST Common Stock").  DST Common Stock has a
par  value  of $.01  per  share,  and is the only  outstanding  class of  voting
securities of DST.  Stockholders  on the Record Date are entitled to vote on the
proposal to be presented by the DST Board of Directors  (the "DST Board") at the
Special  Meeting of  Stockholders to be held at 8:30 AM Central Time, on [DATE],
2003, at the principal executive offices of DST Systems,  Inc. ("DST"), 333 West
11th Street, 3rd Floor, Kansas City, Missouri 64105 ("Special Meeting"). The DST
Board  is  soliciting  your  vote in  favor  of the  proposal  set  forth in the
accompanying notice.


                       SUMMARY TERM SHEET FOR THE PROPOSAL

     THIS SUMMARY TERM SHEET FOR THE PROPOSAL  HIGHLIGHTS  SELECTED  INFORMATION
FROM THIS PROXY STATEMENT  REGARDING THE PROPOSAL AND MAY NOT CONTAIN ALL OF THE
INFORMATION  THAT IS  IMPORTANT  TO YOU AS A DST  STOCKHOLDER.  ACCORDINGLY,  WE
ENCOURAGE YOU TO CAREFULLY READ THIS ENTIRE DOCUMENT,  INCLUDING THE APPENDICES,
AND THE  DOCUMENTS TO WHICH WE HAVE  REFERRED  YOU. YOU MAY OBTAIN A COPY OF THE
DOCUMENTS  TO WHICH  WE HAVE  REFERRED  YOU  WITHOUT  CHARGE  BY  FOLLOWING  THE
INSTRUCTIONS IN THE SECTION ENTITLED "DOCUMENTS INCORPORATED BY REFERENCE."

PURPOSE OF THE PROPOSAL

     On August 25, 2003, DST, DST Output  Marketing  Services,  Inc., a New York
corporation and wholly-owned  subsidiary of DST ("OMS"), and Janus Capital Group
Inc., a Delaware corporation ("Janus"),  entered into a Share Exchange Agreement
(the "Share Exchange  Agreement").  Upon the terms and subject to the conditions
set forth in the Share Exchange Agreement, DST will transfer to Janus all of the
issued and  outstanding  shares of OMS common  stock,  par value $0.01 per share
(the "OMS  Shares") and Janus will  transfer to DST 32.3  million  shares of DST
Common  Stock  owned by Janus (the "Janus DST  Shares") in exchange  for the OMS
Shares  (such  transfers  collectively  referred  to as  the  "Exchange").  Upon
completion of the Exchange,  Janus will own  approximately 7.4 million shares of
DST Common Stock (or approximately 9% of the outstanding  shares),  but DST will
hold a proxy to vote these  shares.  The proposal is for the purpose of allowing
DST, OMS and Janus to  consummate  the  transactions  contemplated  by the Share
Exchange Agreement.

THE PROPOSAL

     You are being  asked to  consider  and vote upon a proposal  to approve the
Share Exchange  Agreement and the  transactions  contemplated  thereby.  The DST
Board  recommends  that you vote  "for"  approval  of the  proposal.  The  Share
Exchange  Agreement and certain  related  ancillary  agreements  (the "Ancillary
Agreements") are described in more detail below.


        SHARE EXCHANGE AGREEMENT (PAGES 25 THROUGH 39 AND APPENDIX A)


     DST has agreed that,  prior to the closing of the Exchange,  DST will,  and
will cause its  respective  subsidiaries  to,  transfer to OMS certain  business
assets,  business  liabilities,  and additional  assets  consisting of cash (the
"Reorganization").  In exchange for these  transfers,  OMS has agreed to accept,
assume and pay, perform or otherwise discharge the liabilities transferred to it
in accordance with their respective terms and conditions.


     Prior to the Reorganization, the assets and liabilities of the OMS business
will be contained in four separate subsidiary  corporations.  The purpose of the
Reorganization  is to combine all of the assets and liabilities of OMS' business
into a single  corporate  entity and to position that subsidiary so that it is a
direct  subsidiary of DST in order to facilitate  the transfer of the OMS Shares
from DST to Janus pursuant to the Exchange.  As of June 30, 2003, the book value
of the assets to be  transferred to OMS was  approximately  $8.5 million and the
book value of the liabilities to be transferred was approximately  $2.5 million.
See "Proposal - Approval of the Share  Exchange  Agreement and the  Transactions
Contemplated    Thereby--Summary   of   the   Share   Exchange    Agreement--The
Reorganization--Transactions in Reorganization."



     At the time of the Exchange,  OMS will hold  graphics  design and sheet-fed
offset  commercial  printing  operations,  the laser  printing  and  fulfillment
operations of the Marketing Services Division of DST's Output Solutions segment,
and additional cash to approximately equalize the value of the OMS Shares to the
Janus DST Shares being exchanged.

     The obligations of DST, OMS and Janus to complete the Exchange are subject,
in addition to other conditions  customary for transactions of this type, to the
following conditions:

     o    Approval by DST  stockholders of the Share Exchange  Agreement and the
          transactions  contemplated by the Share Exchange Agreement  (described
          in the proposal);

     o    Obtaining   required   consents  and   approvals   from   governmental
          authorities;

     o    Receipt of tax opinions;

     o    Execution and delivery of certain of the Ancillary Agreements;

     o    Obtaining certain consents and/or waivers from certain lenders;

     o    Absence of any action taken by any governmental authority to prohibit,
          enjoin or restrain  consummation of the  transactions  contemplated by
          the Share Exchange Agreement;

     o    Completion of the Reorganization; and

     o    DST entering into customary  agreements for financing a portion of the
          cash amount to be transferred to OMS as part of the Reorganization.

See "Proposal - Approval of the Share  Exchange  Agreement and the  Transactions
Contemplated Thereby--Summary of the Share Exchange Agreement."

     At  the  Closing,   the  parties  and  their  respective   affiliates,   as
appropriate,  will  execute and  deliver  certain of the  Ancillary  Agreements,
pursuant  to which  among  other  things,  certain  services  and goods  will be
provided to the parties to the Share Exchange Agreement. In addition, Janus will
execute  and  deliver to DST a proxy for  voting the shares of DST Common  Stock
Janus will retain after the Exchange is consummated for so long as Janus owns or
retains  voting  rights to such  shares.  See  "Proposal - Approval of the Share
Exchange  Agreement and the Transactions  Contemplated  Thereby--Summary  of the
Share Exchange Agreement--Ancillary Agreements."


FAIRNESS OPINION (PAGES 17 THROUGH 24 AND APPENDIX C)



     U.S.  Bancorp Piper  Jaffray Inc.  ("Piper  Jaffray")  acted as a financial
advisor to DST in connection with the Exchange. At an August 25, 2003 meeting of
the DST Board,  Piper Jaffray made a fairness opinion  presentation to the Board
and  delivered  its  opinion.  The  opinion  was  that the  consideration  to be
exchanged in the Exchange is fair, from a financial point of view, to DST. Under
the terms of the engagement  letter,  DST agreed to pay Piper Jaffray a retainer
of $50,000,  a fee of  $600,000  for  rendering  its opinion and $25,000 for any
updates,  as well as reasonable  out-of-pocket  expenses of Piper Jaffray. As of
the date of this Proxy Statement, DST has paid Piper Jaffray $[675,000] pursuant
to the terms of the  engagement  letter.  For a more detailed  discussion of the
fees paid or payable to Piper Jaffray and other relationships with Piper Jaffray
and/or its affiliates existing prior to Piper Jaffray's  engagement as financial
advisor, see "Background and Recommendation--Opinion of Financial Advisor."



VOTE REQUIRED TO APPROVE THE PROPOSAL (PAGES 7 AND 39)


     Approval of the proposal will require the  affirmative  vote of the holders
of a majority of the  outstanding  shares of capital  stock that are entitled to
vote.

     Pursuant  to the Share  Exchange  Agreement,  Janus has  agreed to vote all
shares  of DST  Common  Stock  beneficially  owned  by  Janus at the time of the
Special  Meeting  (approximately  [34%] of the  outstanding  shares) in favor of
approval  of the Share  Exchange  Agreement  and the  transactions  contemplated
thereby.

                    QUESTIONS AND ANSWERS ABOUT THE PROPOSAL

     This  question-and-answer  section highlights important information in this
proxy statement but does not contain all of the information that is important to
you.  You should read  carefully  this entire  proxy  statement,  including  the
appendices,  and  the  other  documents  we  refer  you to  for a more  complete
understanding  of the  matters  being  considered  at the  Special  Meeting.  In
addition,  we  incorporate  by  reference  into this proxy  statement  important
business and  financial  information  about DST. You may obtain the  information
incorporated by reference into this proxy statement  without charge by following
the instructions in the section entitled "Documents Incorporated by Reference."

Q:   ON WHAT AM I BEING ASKED TO VOTE?

A:   You are being asked to vote to approve the Share Exchange Agreement and the
     transactions contemplated thereby.

Q:   WHAT IS THE PURPOSE OF THE EXCHANGE?


A:   The Exchange is intended to achieve important DST business  objectives.  We
     believe  the  removal  of  significant  ownership  by  Janus,  which  is  a
     competitor to our mutual fund customer base,  will improve our  competitive
     position  in  serving  the  mutual  fund  industry.  DST's  customers  have
     expressed concern over Janus' significant  ownership interest in DST, since
     Janus  advises one of the largest  mutual fund  complexes in the  industry.
     Through the  Exchange,  we hope to allay these  concerns in order to retain
     the business of our current customers and possibly increase our mutual fund
     business customer base.



     In addition,  we believe the substantial  reduction in Janus'  ownership of
     DST will improve our access to bank credit by  eliminating  aggregation  of
     credit  risks by lenders.  Although  DST has not  experienced  any material
     difficulty in accessing  bank credit to date,  DST was informed in December
     2002 by one of its  syndicated  line of credit lenders which has extended a
     revolving credit line to one of DST's 50% owned affiliates and participated
     in the Janus syndicated line of credit that the 50% owned affiliate line of
     credit  needed to be  reduced  by $10  million or 25%,  upon  renewal.  The
     lending  bank cited  aggregation  of credit  risks with Janus as one of the
     reasons in making its  recommendation for a decrease in the respective line
     of credit. Although the amount of this reduction did not, in and of itself,
     create a serious  financing  problem  for DST,  the  possibility  of future
     reductions in loan  commitments  could create extremely  serious  financing
     issues for DST.  DST will most  likely seek to replace  its  existing  $315
     million  syndicated  line of credit  within  the next 12  months,  since it
     expires in December 2004.  Assuming that the proposed Exchange  transaction
     is  consummated,  DST does not  expect any  difficulty  in  replacing  this
     revolving  credit  facility.  In the event the Exchange  transaction is not
     consummated,  DST may need to address  the issue of  aggregation  of credit
     risks with certain  existing lending banks. If this becomes  necessary,  it
     may require DST to relocate  certain of its fee based bank  business to new
     lenders which could entail significant internal time and expense.



     The Exchange  will also address  certain of our concerns  about the lack of
     desired fit of the OMS operations  with those of our core Output  Solutions
     business. DST originally anticipated that its Financial Services and Output
     Solutions segments would create synergies with the OMS business and provide
     a strong  basis for  expansion.  However,  despite  our best  efforts,  DST
     believes  that the  strategy  upon which the  business of OMS was built has
     been ineffective.  The OMS business is highly  customized,  labor intensive
     and  the  customer  base  is  served  by  larger  competitors  who  possess
     significant  economies  of  scale  compared  with  OMS'  capabilities.   In
     recognition  of this fact,  on two  earlier  occasions  (1996 and 2001) DST
     unsuccessfully  sought a joint  venture  partner with which to combine OMS'
     operations  to  achieve  the scale  necessary  to  become a market  leader.
     Furthermore,  OMS'  business is far more  cyclical and volatile  than DST's
     core business during periods of stock market weaknesses and recoveries.



Q:   WHAT IS THE COST OF THE EXCHANGE AND HOW DO WE INTEND TO FINANCE IT?



A:   Under the  terms of the Share  Exchange  Agreement,  the total  cost of the
     Exchange  could  range from  approximately  $969  million to $1.1  billion.
     Assuming a total cost of approximately $1.1 billion,  we intend to fund the
     cost through the OMS  operating  business  with a fair market value of $115
     million and cash  contributed to OMS prior to the Exchange of approximately
     $1.0  billion.  We intend to fund the cash  portion of the cost through (i)
     $819 million from the net proceeds of our private  placement of convertible
     debentures in August 2003, and (ii) approximately $180.4 million drawn from
     revolving credit facilities.


Q:   WHY IS DST STOCKHOLDER APPROVAL NECESSARY?

A:   DST's  Certificate of Incorporation  requires  stockholder  approval of any
     transfer or exchange to or with any "Interested Stockholder," of any assets
     of DST having an aggregate  fair market value  equaling or exceeding 25% or
     more of the  combined  assets of DST.  Janus is  considered  an  Interested
     Stockholder  because  it owns  more than 10% of the  voting  power of DST's
     outstanding  capital  stock  entitled to vote  generally in the election of
     directors.

     Pursuant to the Share Exchange Agreement, DST will transfer to Janus all of
     the issued and  outstanding  shares of OMS.  After  taking into account the
     additional  cash to be transferred to OMS in connection  with the Exchange,
     the value of the assets to be transferred  in connection  with the proposed
     Exchange may exceed 25% of the combined assets of DST.

Q:   DO I HAVE APPRAISAL RIGHTS IF I OPPOSE THE PROPOSAL?

A:   No. Under Delaware law,  stockholders do not have the right to an appraisal
     of the value of their shares in connection with the proposal.

Q:   WHAT IS THE DST BOARD'S RECOMMENDATION ON HOW TO VOTE?

A:   The DST Board has unanimously recommended that you vote FOR the proposal.

Q:   WHAT WILL HAPPEN IF THE PROPOSAL IS NOT APPROVED?


A:   DST will not be able to complete the Exchange. We are unable to predict the
     ultimate  effect of the  inability to complete the Exchange on DST. We have
     issued  convertible  debentures in order to partially  finance the Exchange
     and will incur  continuing  significant  costs from such issuance until the
     retirement of the debentures. In addition, DST would not be able to achieve
     the business  objectives  of the Exchange  which could  potentially  have a
     harmful  effect  on DST's  business.  It is  possible  that  there may be a
     decline in the  market  price of our common  stock if the  Exchange  is not
     completed.


Q:   WHAT  ARE THE  EXPECTED  TAX  CONSEQUENCES  OF THE  REORGANIZATION  AND THE
     EXCHANGE?


A:   DST   will   receive   tax    opinions    (the   "Tax    Opinions")    from
     PricewaterhouseCoopers  LLP ("PWC") and  Sonnenschein  Nath & Rosenthal LLP
     ("Sonnenschein")  to the effect that,  although the matter is not free from
     doubt, the  Reorganization  and the Exchange should be tax free to DST. The
     Tax Opinions are not binding on the Internal  Revenue  Service (the "IRS"),
     and it is possible that the IRS could take a position  which is contrary to
     the Tax  Opinions.  If the IRS were to take such a  contrary  position  and
     prevail,  then  DST  could  recognize  gain on the  Reorganization  and the
     Exchange  as if DST had sold the OMS Stock  for fair  market  value.  Under
     these  circumstances,  DST would  recognize  a gain of  approximately  $104
     million and incur federal and state income tax liabilities of approximately
     $41.6  million.  Neither DST nor Janus has any  obligation to indemnify the
     other for tax liabilities arising from the Exchange.  However, based on the
     Tax Opinions,  DST believes that the  Reorganization and Exchange should be
     tax free. DST does not expect any tax consequences to DST stockholders as a
     result  of  the  Reorganization  and  Exchange.  For a  description  of the
     material  federal income tax  consequences  of the  Reorganization  and the
     Exchange, see "Material Federal Income Tax Consequences."


Q:   WHO CAN ANSWER OTHER QUESTIONS I MAY HAVE?

A:   If you have any questions  concerning the proposal or the Special  Meeting,
     or if you would  like  additional  copies of the  proxy  statement,  please
     contact the DST Corporate  Secretary's Office, 333 West 11th Street, Kansas
     City, Missouri 64105, telephone (816) 435-4636.




                      INFORMATION ABOUT THE SPECIAL MEETING

WHY WERE DST'S STOCKHOLDERS SENT THIS PROXY STATEMENT?

     DST is  mailing  this  proxy  statement  on or  about  [DATE],  2003 to its
stockholders  of record  on  [DATE],  2003 in  connection  with the DST  Board's
solicitation  of proxies for use at a Special  Meeting of  Stockholders  and any
adjournment thereof (the "Special Meeting"). The Special Meeting will be held at
the principal  executive offices of DST, 333 West 11th Street, 3rd Floor, Kansas
City, Missouri,  on [DATE], 2003 at 8:30 AM, Central Time. The Notice of Special
Meeting of Stockholders and a voting card accompany this proxy statement.

     Brokers,  dealers,  banks,  voting  trustees,  other  custodians  and their
nominees  are asked to forward  this notice and proxy  statement  and the voting
card to the  beneficial  owners of DST's  stock  held of  record  by them.  Upon
request, DST will reimburse them for their reasonable expenses in completing the
mailing of the materials to beneficial owners of our stock.

WHO WILL BEAR THE COST OF THE SPECIAL MEETING?

     DST will  bear  the  cost of the  Special  Meeting,  including  the cost of
mailing the proxy materials and any supplemental materials.  Proxies may also be
solicited  by  telephone,  in person or  otherwise  by  directors,  officers and
employees not  specifically  engaged or  compensated  for that purpose.  DST has
retained  D.F. King & Co.,  Inc. to assist in the  solicitation  of proxies at a
cost not expected to exceed $5,000 plus expenses. In addition, DST may reimburse
brokerage firms and other persons  representing  beneficial owners of DST Common
Stock for their  expenses  in  forwarding  this  proxy  statement  and other DST
soliciting materials to the beneficial owners.

WHO MAY ATTEND THE SPECIAL MEETING?

     Only DST  stockholders  or their  proxies  and guests of DST may attend the
Special Meeting. Any stockholder or stockholder's representative who, because of
a disability,  may need special  assistance or accommodation to allow him or her
to  participate  in the Special  Meeting may request  reasonable  assistance  or
accommodation  from DST by contacting  the office of the Corporate  Secretary at
DST's principal  executive  offices at (816) 435-4636.  If written  requests are
made to the  Corporate  Secretary of DST, they should be mailed to 333 West 11th
Street,  Kansas City,  Missouri 64105. To provide DST sufficient time to arrange
for reasonable assistance, please submit all requests by [DATE], 2003.

WHAT MATTERS WILL BE CONSIDERED AT THE SPECIAL MEETING?

     At the Special Meeting, stockholders will consider and vote upon a proposal
to  approve  the Share  Exchange  Agreement  and the  transactions  contemplated
thereby.  These matters have been proposed by the DST Board. The DST Board knows
of no other matters that will be presented or voted on at the Special Meeting.




                                     VOTING

PROPOSAL.  At the Special  Meeting,  stockholders  will consider and vote upon a
proposal  to  approve  the  Share  Exchange   Agreement  and  the   transactions
contemplated  by the Share Exchange  Agreement.  The DST Board knows of no other
matters that will be presented or voted on at the Special Meeting.  Stockholders
do not have any dissenters' rights of appraisal in connection with the proposal.

QUORUM.  In order for any  proposal to be approved  at the  Special  Meeting,  a
quorum of DST stockholders  must be present at the meeting,  either in person or
through a proxy,  regardless of whether such stockholders vote their shares. The
presence in person or by proxy of the holders of a majority of the shares of DST
Common Stock outstanding on the Record Date constitutes a quorum. All DST shares
held  through a broker or other  nominee  that votes at least some of the shares
are generally considered present at the Special Meeting.

TABULATION OF VOTES.  Each  stockholder  may cast one vote for each share of DST
Common  Stock held by such  stockholder  on the Record Date on all matters to be
voted on at the Special  Meeting.  The percentage of shares required to be voted
for a proposal  depends  on the  proposal.  For the  proposal  presented  at the
Special Meeting, the affirmative vote of a majority of the outstanding shares of
capital stock entitled to vote is required for the approval of the proposal. The
percentage  of shares  that  have been  affirmatively  voted for a  proposal  is
determined  by  dividing  the  affirmative  votes by the total  number of shares
outstanding.

HOW STOCKHOLDERS VOTE.  Stockholders holding DST Common Stock on the Record Date
in their own names  ("Record  Holders"),  persons  who  participate  in  certain
benefit plans* of DST or its  subsidiaries  and indirectly hold DST Common Stock
on the Record Date  through  such plans  ("Plan  Participants"),  and  investors
holding DST Common  Stock on the Record Date  through a broker or other  nominee
("Broker Customers") may vote such stock as follows:

     DST COMMON STOCK HELD OF RECORD.  Record Holders may only vote their shares
of DST Common Stock if they or their proxies are present at the Special Meeting.
Record Holders, through the Voting Card or through Internet or telephone voting,
may appoint as their proxy the Proxy  Committee,  which  consists of officers of
DST whose names are listed on the Voting Card. The Proxy  Committee will vote as
specified by the stockholders  (either on the Voting Card or through Internet or
telephone  voting) all shares of DST Common  Stock for which it is the proxy.  A
Record Holder  desiring to name as proxy someone other than the Proxy  Committee
may do so by crossing out the names of the Proxy Committee members on the Voting
Card and inserting the full name of such other person.  In that case, the Record
Holder  must sign the Voting Card and  deliver it to the person  named,  and the
person named must be present and vote at the Special Meeting.

     If a stockholder does not specify when voting (either on the Voting Card or
through  Internet  or  telephone  voting)  how the  shares of DST  Common  Stock
represented  thereby are to be voted,  the Proxy Committee  intends to vote such
shares in accordance  with the discretion of the Proxy Committee upon such other
matters as may properly come before the Special Meeting.


-----------------
* The Employee Stock Ownership Plan of DST Systems,  Inc. ("DST ESOP"),  the DST
Systems,  Inc.  401(k) Profit  Sharing Plan,  and The DST Systems of California,
Inc. 401(k) Retirement Plan (each, a "Plan").


     DST COMMON STOCK HELD UNDER THE PLANS.  Plan Participants may, by using the
Voting Card, Internet or telephone voting, instruct the trustee of the Plans how
to vote the shares allocated to the respective participant accounts. The trustee
will  vote  all  shares  allocated  to the  accounts  of  Plan  Participants  as
instructed by such participants.  With respect to any shares of DST Common Stock
not  allocated to Plan  accounts or for which Plan  Participants  have not given
instructions  to the  trustee,  the  trustee  must vote such  shares in the same
proportion as those shares for which it received  instructions.  The trustee may
vote Plan shares  either in person or through a proxy.  The  trustee  intends to
vote in the same  manner  as the  Proxy  Committee  upon  other  matters  as may
properly come before the Special Meeting.

     DST COMMON  STOCK HELD  THROUGH A BROKER OR OTHER  NOMINEE.  Each broker or
nominee  must solicit from the Broker  Customers  directions  on how to vote the
shares,  and the broker or nominee must then vote such shares in accordance with
such directions.  Brokers or nominees are to forward soliciting materials to the
Broker  Customers,  and,  if  requested,  DST will  reimburse  their  reasonable
expenses in forwarding  the  materials.  Whether  brokers may vote the shares of
Broker Customers when they have not received  directions depends on the proposal
and on the rules and procedures of the New York Stock Exchange  ("NYSE"),  which
is the exchange that lists DST Common Stock for trading.

REVOKING PROXY AUTHORIZATIONS OR INSTRUCTIONS. Until the polls close (or, in the
case of Plan  Participants,  until the  trustee  of the Plans  votes),  votes of
Record Holders and Broker Customers and instructions of Plan Participants to the
Plan trustee may be recast (a) by an Internet or telephone  vote  subsequent  to
the date shown on a previously executed and delivered Voting Card or to the date
of a prior  Internet  or  telephone  vote or (b)  with a  later-dated,  properly
executed and delivered Voting Card. Otherwise, stockholders may not revoke their
votes,  even by attending the Special  Meeting,  unless (a) for Record  Holders,
they deliver  written  revocation to the Corporate  Secretary of DST at any time
before the  Chairman  of the  Special  Meeting  closes  the polls;  (b) for Plan
Participants,  they follow the revocation  procedures of the trustee; or (c) for
Broker  Customers,  they  follow  the  revocation  procedures  of the  broker or
nominee.

ATTENDANCE  AND  VOTING IN  PERSON AT THE  SPECIAL  MEETING.  Attendance  at the
Special  Meeting  is  limited  to Record  Holders  or their  properly  appointed
proxies,  beneficial  owners  of  DST  Common  Stock  having  evidence  of  such
ownership,  and invited guests of DST. Plan  Participants and Broker  Customers,
absent special  direction to DST from the trustee,  broker or nominee,  may only
vote by instructing the trustee,  broker or nominee and may not cast a ballot at
the Special Meeting.  Record Holders who have not appointed a proxy, or who have
revoked the appointment of a proxy,  may vote by casting a ballot at the Special
Meeting.




                          BUSINESS OF DST SYSTEMS, INC.

     We  have  several  operating   business  units  that  offer   sophisticated
information processing and software services and products.  These business units
are reported as three operating segments,  Financial Services,  Output Solutions
and Customer  Management.  In addition,  investments  in equity  securities  and
certain financial interests and our real estate subsidiaries and affiliates have
been aggregated into an Investments and Other segment.  A summary of each of our
segments follows:

FINANCIAL SERVICES

     Our  Financial   Services   segment  provides   sophisticated   information
processing  and computer  software  services  and  products  primarily to mutual
funds, investment managers,  corporations,  insurance companies,  banks, brokers
and financial  planners.  Our proprietary  software  systems include mutual fund
shareowner  and unit trust  recordkeeping  systems  for U.S.  and  international
mutual fund companies, a defined-contribution  participant  recordkeeping system
for the U.S.  retirement  plan market,  securities  transfer  systems offered to
corporations,  corporate  trustees and transfer  agents,  investment  management
systems  offered to U.S.  and  international  fund  accountants  and  investment
managers,  and a workflow  management  and customer  contact  system  offered to
mutual funds,  insurance  companies,  brokerage firms,  banks,  cable television
operators and health care  providers.  We also provide  design,  management  and
transaction  processing services for customized  consumer equipment  maintenance
and debt protection programs.

     The segment  distributes  its  services  and products on a direct basis and
through  subsidiaries and joint venture  affiliates in the U.S.,  United Kingdom
("U.K."),  Canada,  Europe,  Australia,  South Africa and Asia-Pacific and, to a
lesser degree,  distributes such services and products through various strategic
alliances.

OUTPUT SOLUTIONS

     Our Output Solutions  segment provides single source,  integrated print and
electronic  communications  solutions.  In the  U.S.,  DST  Output,  Inc.  ("DST
Output"),  a wholly owned subsidiary,  provides customized and personalized bill
and statement  processing  services and electronic  bill payment and presentment
solutions  which  establish  DST  Output  as a  preferred  service  provider  to
customers of the Financial Services and Customer  Management  segments and other
industries that value customer communications and require high quality, accurate
and timely bill and statement processing.

     The segment also offers its services to the Canadian and U.K. markets.  DST
Output  Canada Inc.  offers  customer  communications  and  document  automation
solutions to the Canadian  market.  DST  International  Output Limited  provides
similar services in the U.K.

     The segment also offers a variety of complementary  professional  services,
including  communications design, direct marketing,  fulfillment,  assistance in
stimulating  consumer and consent  adoption for  electronic  delivery as well as
statement  design and formatting  services,  that allow clients to use bills and
statements as personalized communication and marketing tools.

     OMS is included in this segment and, at or before the time of the Exchange,
certain of the business  assets of this segment which are not assets of OMS will
have been  transferred  to OMS and upon  consummation  of the  Exchange  will no
longer be business assets of this segment. See "Business of OMS" and "Proposal -
Approval  of the Share  Exchange  Agreement  and the  Transactions  Contemplated
Thereby--Summary of the Share Exchange Agreement--The Business."





CUSTOMER MANAGEMENT

     Our Customer Management segment provides customer  management,  billing and
marketing  solutions  to  the   video/broadband,   direct  broadcast  satellite,
wire-line and Internet  Protocol  telephony,  Internet and utility markets.  The
segment  offers a  comprehensive  customer  management  and billing  solution by
providing  core customer care products that are  supplemented  with the products
and services offered from our other operating segments.

     The segment  distributes  its  services  and  products  on a direct  basis,
through  subsidiaries  in North  America,  the U.K. and parts of Europe and with
international alliance partners in other regions of the world.

INVESTMENTS AND OTHER

     The  Investments and Other segment holds  investments in equity  securities
and certain financial interests and our real estate subsidiaries and affiliates.
We hold  investments in equity  securities with a market value of  approximately
$982.0 million at June 30, 2003, including  approximately 12.8 million shares of
State Street  Corporation  with a market value of $504.0 million and 8.6 million
shares of Computer  Sciences  Corporation with a market value of $329.1 million.
Additionally,  we own and operate real estate mostly in the U.S. and U.K., which
is held primarily for lease to our other business segments.

     DST is  incorporated  in  Delaware.  Our  principal  executive  offices are
located at 333 West 11th Street,  Kansas City,  Missouri  64105.  Our  telephone
number is 888-DST-INFO.

                 BUSINESS OF DST OUTPUT MARKETING SERVICES, INC.

     At the time of the Exchange,  OMS will hold  graphics  design and sheet-fed
offset  commercial  printing  operations,  the laser  printing  and  fulfillment
operations of the Marketing  Services Division of the Output Solutions  segment,
and additional cash to approximately equalize the value of the OMS Shares to the
Janus DST Shares being exchanged.

     For a more  detailed  discussion  of the business of OMS,  see  "Proposal -
Approval  of the Share  Exchange  Agreement  and the  Transactions  Contemplated
Thereby--Summary of the Share Exchange Agreement--The Business."

     OMS is  incorporated  in New York.  Its  principal  executive  offices  are
located at 525 Broadhollow,  Melville, New York 11747. Any calls related to this
proxy statement should be directed to Kenneth V. Hager at (816) 435-8603. DST is
proposing to exchange all of the OMS Shares with Janus in exchange for the Janus
DST Shares.  See  "Proposal - Approval of the Share  Exchange  Agreement and the
Transactions Contemplated Thereby--Summary of the Share Exchange Agreement."

                      BUSINESS OF JANUS CAPITAL GROUP INC.

     Janus  is  a  leading  asset  manager  offering  individual  investors  and
institutional  clients  complementary  asset management  disciplines through the
firm's global distribution  network.  Janus consists of Janus Capital Management
LLC, Enhanced Investment Technologies,  LLC (INTECH) and Bay Isle Financial LLC.
As of August 31, 2003, Janus owned approximately 34% of DST. Janus also owns 30%
of Perkins, Wolf, McDonnell and Company, LLC.

     Janus is  incorporated  in Delaware.  Its principal  executive  offices are
located at 100 Fillmore Street, Denver,  Colorado 80206. Its telephone number is
(303) 333-3863.





                          BACKGROUND AND RECOMMENDATION

BACKGROUND

     On September 3, 2002, Stilwell Financial Inc. ("Stilwell")  announced plans
for a merger with its subsidiary Janus Capital  Corporation ("JCC") for purposes
of creating a new  organization  to be named Janus Capital Group Inc.  Effective
January  1,  2003,  certain  changes  in the Board of  Directors  and  executive
management  of  Janus  were  also  announced.  In the  announcement,  and in the
analysts'  call held by Stilwell and JCC on September 3, 2002,  Stilwell and JCC
indicated  that  they  would  assess   strategic   alternatives  for  Stilwell's
investment in DST stock.

     On September  11,  2002,  Thomas  McDonnell,  CEO of DST,  telephoned  Mark
Whiston,  who had been named to become the new Janus CEO upon  completion of the
merger, to extend  congratulations and to express DST's willingness to work with
management of Stilwell and JCC as it explored alternatives for its investment in
DST stock. Mr. McDonnell invited management of Stilwell and JCC to meet with DST
representatives  in Kansas City to discuss the current  state of DST's  business
and  answer  questions  that Janus  management  might  have in  relation  to its
investment in DST.  Arrangements were made for a meeting on November 14, 2002 at
the  offices  of  DST.  Before  that  meeting  began,  the  parties  executed  a
non-disclosure  agreement for purposes of protecting the  confidentiality of any
information to be exchanged.


     At the  November  14, 2002  meeting,  DST  management  presented  financial
information  about DST's operations and compared  possible  financial results to
Stilwell and JCC of open market sales of DST shares over  extended time periods.
DST expressed  its interest in acquiring a significant  portion of the Janus DST
Shares if a  transaction  could be  structured  in a fashion that would meet the
business needs of both parties.  Shortly after the meeting,  representatives  of
Stilwell presented DST with a memorandum describing basic requirements for a tax
free  split-off,  and inquired  whether DST had considered such a transaction in
light of DST's objectives.  DST management reviewed the memorandum and discussed
alternatives for exchanging a DST business unit for the Janus DST Shares and the
benefits of such a transaction to DST. Later that day, Mr. McDonnell notified an
officer of Stilwell that DST was considering  strategic  alternatives for one of
its business units and that DST management  would be open to further  discussion
of a split-off transaction.



     Between  November  14 and  December  18,  2002,  DST  management  discussed
alternatives  for structuring a transaction to acquire the Janus DST Shares with
its  legal,   accounting  and  tax  advisors.   DST  management  considered  the
differences between gradual acquisition of its shares over a long period of time
versus  a  single  transaction  in  which a large  number  of  shares  could  be
reacquired.  DST management considered two alternatives for a single transaction
in which the Janus position in DST shares could be significantly reduced, one of
which  consisted  of a  partnership  structure  pursuant  to which the Janus DST
Shares  would  be held by a  partnership  through  which  DST  could  indirectly
exercise  voting  rights  with  respect to the Janus DST  Shares,  and the other
consisting  of a split-off  transaction  pursuant to which DST would acquire the
Janus DST Shares in exchange for one of its business units.  During this period,
DST management also received  information from Stilwell and JCC concerning these
two alternative transaction structures being considered by their management.



     On December 16, 2002, DST management participated in a telephone conference
with JCC officers, legal, accounting, and tax advisors of both companies and JCC
financial advisors to discuss alternative  transaction  structures,  including a
possible split-off  transaction.  This discussion was followed by a December 18,
2002  meeting  at JCC's  offices in Denver  attended  by  Stilwell,  JCC and DST
management,  legal,  accounting  and tax advisors of the parties and  investment
banking and financial advisors invited by Janus. The outcome of this meeting was
that the parties and their advisors would address  numerous  legal,  accounting,
financial,  tax and other  business  issues  required to be resolved  before the
parties  could  determine  the type of  transaction  that  would  best  meet the
business  needs of the parties.  Among the issues  considered by DST  management
were (i) the potential applicability of emerging accounting rules to a DST/Janus
partnership  structure,  (ii) the ability,  if any, of DST to ultimately acquire
direct  ownership  of  the  Janus  DST  Shares  through  a  termination  of  the
partnership  structure,  (iii) the tax consequences of the formation,  operation
and  termination  of  the  partnership,  (iv)  the  legal,  accounting  and  tax
requirements  for any internal  restructuring  that would be required to combine
the  operations of a DST business  unit into a single  subsidiary in a split off
transaction,  (v) requirement for shareholder approval of the transaction,  (vi)
the over-all accounting and tax treatment of a split off transaction,  (vii) the
ability of DST to finance a  contribution  of cash for  purposes  of  equalizing
transaction values,  (viii) the  representations,  warranties and covenants that
could be requested  by Janus with respect to the business to be split off,  (ix)
valuation of the Janus DST Shares and a DST business unit, (x) the effect of the
transaction  structure on the ability of DST to effectively  address concerns of
current and future customers about Janus ownership of DST Common Stock, (xi) the
effect of the transaction on DST's debt arrangements and future  borrowing,  and
(xii) whether the  transaction  structure would address DST  management's  views
about  the  lack  of fit of the OMS  business  with  its  core  Output  Services
operations.



     From  December 18, 2002 to January 28, 2003,  the parties  participated  in
telephone   conversations  and  meetings  at  Janus'  offices  attended  by  DST
management  and Janus  officers,  legal,  accounting,  and tax  advisors of both
parties and Janus financial advisors to resolve such issues. During this period,
DST also  identified  OMS as the business unit that it would propose to exchange
for the Janus DST Shares if a  split-off  transaction  were to be  pursued.  DST
management  determined that OMS was the appropriate business unit based upon its
views about the services  provided by that unit as compared to those provided by
DST's core Output Solutions segment,  and the customer base (present and future)
of the OMS  business  as  compared  to the  markets  served  by the core  Output
Solutions  segment.  It was the view of DST  management  that  the OMS  business
presented less opportunity for DST to leverage  technology  utilized in its core
Output  Solutions  operations  and very  limited  opportunity  to  leverage  its
Financial  Services or other  Output  Solutions  client  relationships  into the
target markets for OMS' services.  DST management also recognized that there was
an opportunity for the OMS business to benefit from the substantial  interaction
between  Janus and the current and  potential  customers of OMS. DST  management
also  consulted  with its  advisors  and  determined  the actions  necessary  to
complete  the  Reorganization.  On January  22,  2003,  DST  management  engaged
Standard and Poor's Corporate Value  Consulting to provide a valuation  analysis
of the operations to be included in OMS. On January 28, 2003, the parties met at
Janus'  offices,   agreed  to  focus  further   discussions   upon  a  split-off
transaction,  and made  arrangements  for the preparation by DST management of a
request for a private  letter ruling to be submitted to the IRS. DST  management
determined  that the Exchange was  preferable to other  alternatives  because it
would result in the acquisition of a substantial portion of the Janus DST Shares
in a single transaction, thereby allowing DST to achieve its business objectives
of (a)  addressing  customer  concerns  about  Janus  ownership  (b)  preventing
aggregation  of credit risk with Janus,  and (c) obtaining  value for a business
unit that did not fit within the core Output Solutions business segment of DST.


     During the period  from  January  28, 2003  through  February 7, 2003,  the
parties  exchanged  draft term sheets and drafts of DST's  request for a private
letter ruling and worked on arrangements  for a due diligence  review of the OMS
operations by Janus.


     During  February  2003,  DST  management   provided  Janus  with  customary
financial,  technical, legal and business information relating to the operations
of OMS. During February 2003, DST management  advised Janus that it believed the
value of the OMS business was $130 million.  Janus,  however,  indicated that it
would not agree to  allocate  such  amount to the value of the OMS  business  in
negotiating the terms of the Exchange.  During this time period  representatives
of  Janus  also  personally  toured  each of the  OMS  operating  facilities  in
Missouri,  Illinois,  New York and  California.  Through  March 13, 2003,  Janus
continued  to  conduct  its  diligence   review  and  receive   further  written
information  from DST management  about the OMS operations.  During this period,
Janus also interviewed OMS' president, conducted further diligence and performed
its own  financial  analysis  for  purposes of arriving at its position as to an
appropriate value to be allocated to the OMS business.



     On March 14, 2003, DST  management  and OMS'  President  Garet Hil met with
Janus  officers at Janus'  offices to discuss the business of OMS and advantages
of Janus ownership of that business.



     After that  meeting and through  April 21, 2003,  the parties  continued to
meet in person and via telephone to discuss and  negotiate the basic  financial,
legal  and  business  terms  of the  proposed  transaction  and to work  towards
completion  of the draft  request for a private  letter  ruling.  As a result of
these  negotiations,  the parties  reached  agreement upon the most  significant
financial  terms of the  transaction  including  a value of $115  million  to be
allocated to the OMS business, the amount of cash and subordinated  indebtedness
to be held by OMS and the range of values for the Janus DST Shares.  During this
time DST management prepared a summary  description of the proposed  transaction
and DST's business  purposes relating to the transaction and submitted it to the
IRS along with a request for a pre-submission conference. On April 21, 2003, Mr.
McDonnell and legal and tax advisors to DST and Janus attended a  pre-submission
conference with representatives of the IRS in Washington, D.C.



     After April 21, 2003, representatives of management of DST and Janus, along
with legal,  accounting  and tax advisors for both parties  continued to discuss
and  negotiate  the  financial,   legal  and  business  terms  of  the  proposed
transaction via telephone and at meetings at Janus'  offices.  During this time,
DST  management  also engaged in  discussions  with  representatives  of Bank of
America  concerning  alternatives  for financing a  contribution  of cash to OMS
prior to closing of the proposed transaction.  DST management also discussed the
issuance of tax opinions relating to the proposed transaction with its legal and
accounting  tax  advisors.  As DST  management  neared  completion  of the draft
request for a private  letter  ruling,  it was advised by legal  counsel that it
would be required to obtain  customer  letters  and  affidavits  relating to its
business purposes for the proposed transaction in connection with the submission
of the request for a private  letter  ruling.  DST  management  determined  that
certain limited  information would be required to be disclosed in the process of
obtaining such documents. On April 29, 2003, prior to discussions with customers
to obtain  letters and  affidavits,  DST issued a press release  disclosing  the
necessary information.



     On June 11, 2003, the parties began reviewing draft  definitive  agreements
for the Exchange.  The parties also continued to work on the  preparation of the
request  for a private  letter  ruling.  In  preliminary  conversations  between
representatives  of DST  management  and the IRS,  and  without  a review of the
specific facts and  circumstances  of the Exchange,  representatives  of the IRS
indicated that it would be unlikely that the IRS would issue a favorable private
letter ruling on a transaction  with the amount of cash present in the Exchange.
On June 24, 2003,  the IRS issued  Revenue  Procedure  2003-48  announcing a new
policy for the issuance of private letter rulings relating to transactions under
Section 355 of the Internal Revenue Code. This new policy indicated that the IRS
would no longer  provide  guidance  on requests  for the type of private  letter
ruling DST management  would have been seeking.  Although DST  management  could
have filed a request  for private  letter  ruling  before the new policy  became
effective, the new policy was a further indication to DST management of the IRS'
preference not to issue private letter  rulings under  circumstances  similar to
those upon which DST management would have requested a private letter ruling. In
light of the IRS' prior  comment,  DST management  determined  that it would not
proceed with the request for a private letter ruling and that it would rely upon
written  opinions  from its  legal and  accounting  tax  advisors  as to the tax
treatment of the Exchange.  See "Material  Federal  Income Tax  Consequences--No
Private Letter Ruling."


     On June 23,  2003,  Mr.  McDonnell  and Mr. Hil met with Janus  officers at
Janus' offices to discuss transition matters, including benefit plans and future
employment arrangements for Mr. Hil and other key OMS management personnel.


     During the remainder of June and into July,  2003 the parties  continued to
negotiate  terms of definitive  agreements for the Exchange,  and DST management
continued   discussions  with  its  lenders  and  investment   banking  contacts
concerning  alternatives  for  financing  the cash  contribution  to OMS.  These
alternatives consisted of a convertible debt offering,  expansion or restatement
of DST's syndicated lending arrangements, monetization of investment securities,
or a combination of one or more of such transactions. On July 22, 2003, during a
meeting at Janus' offices,  representatives of DST management advised Janus that
DST would proceed with a convertible debt offering,  the proceeds of which could
be used to  finance a portion of the cash  contribution  to OMS in the event the
parties were able to agree upon and consummate the Exchange.



     In July  2003,  DST  engaged  Piper  Jaffray  to  provide an opinion on the
fairness  of the  Exchange to DST from a  financial  point of view.  On July 25,
2003,  representatives  of Piper Jaffray met with DST  management in Kansas City
and reviewed historical and projected financial  information relating to the OMS
business and collected  factual  information about the terms of the Exchange for
purposes of their analysis of the fairness of the  transaction.  Representatives
of Piper Jaffray toured OMS operating facilities at Kansas City on July 25, 2003
and at Chicago on July 29,  2003.  During  July and August  2003 DST  management
responded to numerous  telephone  inquiries  from Piper  Jaffray for purposes of
supplying Piper Jaffray with financial and other factual  information  about the
OMS business and the terms of the Exchange.



     During the period  from July 28 through  August 10,  2003,  DST  management
worked with its legal, accounting and investment banking advisors in preparation
for the issuance of convertible debt  securities.  On August 5, 2003, DST issued
press releases announcing the offering of up to $840 million of convertible debt
securities and describing additional details relating to its ongoing discussions
with Janus about the  Exchange.  During this period,  DST  management  and Janus
management also continued to negotiate  definitive  agreements for the Exchange.
On August 13, 2003, the CFO of Janus notified DST that it would be preferable to
eliminate the $150 million of  subordinated  debt that DST planned to contribute
to OMS and to contribute such amount in cash. DST management  promptly commenced
discussions with representatives of its syndicated lending facility, led by Bank
of America,  concerning  the terms upon which that facility could be expanded or
restated  to enable  DST to  replace  the  subordinated  debt with  cash.  After
concluding  those initial  discussions,  and further  negotiation of transaction
terms  with  Janus,  DST  management  agreed to  continue  efforts  to  finalize
definitive  agreements for the Exchange.  DST management and  representatives of
Janus held a final  meeting at Janus'  offices  on August 22,  2003 to  complete
drafting of the definitive agreements for the Exchange.



     DST  management  updated the DST Board on the status of  negotiations  with
Janus and all significant financial,  legal, tax and business issues relating to
the Exchange and the financing of the cash  contribution  to OMS,  including the
convertible  debt  offering,  at nine  separate  regular  and  special  meetings
occurring from September 4, 2002 through August 3, 2003. At the regular  meeting
of the DST Board on August 3, 2003,  representatives  of Piper Jaffray presented
their  analysis of the Exchange  transaction  and advised the DST Board that the
transaction  was fair to DST from a financial point of view. On August 25, 2003,
representatives  of  Piper  Jaffray  presented  the DST  Board  with an  updated
analysis of the Exchange  transaction  and confirmed  again that the transaction
was fair to DST from a financial point of view. After further discussion at that
meeting, the DST Board unanimously approved the Share Exchange Agreement and the
Ancillary  Agreements  and  authorized  appropriate  officers of DST to take all
actions  necessary to complete the  Exchange.  After the  completion  of the DST
Board meeting, the parties executed final definitive agreements for the Exchange
at DST's offices in Kansas City, Missouri. After the close of business on August
25, 2003,  both parties  issued press  releases  announcing the execution of the
Share Exchange Agreement.


REASON FOR THE PROPOSAL


     The Exchange is intended to achieve important DST business  objectives.  We
believe the removal of significant  ownership by Janus, which is a competitor to
our mutual fund customer base, will improve our competitive  position in serving
the mutual fund industry.  DST's  customers  have expressed  concern over Janus'
significant  ownership  interest in DST,  since Janus advises one of the largest
mutual fund  complexes in the industry.  Through the Exchange,  we hope to allay
these  concerns in order to retain the  business of our  current  customers  and
possibly increase our mutual fund business customer base.



     In addition,  we believe the substantial  reduction in Janus'  ownership of
DST will improve our access to bank credit by eliminating  aggregation of credit
risks by lenders.  Although DST has not experienced  any material  difficulty in
accessing  bank credit to date, DST was informed in December 2002, by one of its
syndicated line of credit lenders which has extended a revolving  credit line to
one of DST's 50% owned  affiliates and participated in the Janus syndicated line
of credit that the 50% owned  affiliate  line of credit  needed to be reduced by
$10 million or 25%, upon renewal.  The lending bank cited  aggregation of credit
risks  with  Janus as one of the  reasons  in making  its  recommendation  for a
decrease in the respective line of credit. Although the amount of this reduction
did not,  in and of itself,  create a serious  financing  problem  for DST,  the
possibility  of future  reductions in loan  commitments  could create  extremely
serious  financing  issues for DST.  DST will most  likely  seek to replace  its
existing $315 million syndicated line of credit within the next 12 months, since
it expires in December 2004. Assuming that the proposed Exchange  transaction is
consummated,  DST does not expect any  difficulty  in replacing  this  revolving
credit facility.  In the event the Exchange transaction is not consummated,  DST
may need to  address  the issue of  aggregation  of credit  risks  with  certain
existing  lending  banks.  If this  becomes  necessary,  it may  require  DST to
relocate  certain of its fee based bank  business  to new  lenders  which  could
entail significant internal time and expense.



     The Exchange  will also address  certain of our concerns  about the lack of
desired  fit of the OMS  operations  with  those  of our core  Output  Solutions
business.  DST originally  anticipated that its Financial Services segment would
create synergies with the OMS business and provide a strong basis for expansion.
However, despite our best efforts, DST believes that the strategy upon which the
business  of OMS was  built has been  ineffective.  The OMS  business  is highly
customized,   labor  intensive  and  the  customer  base  is  served  by  larger
competitors  who  possess  significant  economies  of scale  compared  with OMS'
capabilities.  In recognition of this fact, on two earlier  occasions  (1996 and
2001) DST  unsuccessfully  sought a joint venture  partner with which to combine
OMS'  operations  to  achieve  the scale  necessary  to become a market  leader.
Furthermore,  OMS'  business is far more  cyclical and volatile  than DST's core
business during periods of stock market weaknesses and recoveries.

     The reason for the  proposal is to allow DST,  OMS and Janus to  consummate
the transactions contemplated by the Share Exchange Agreement.

     In arriving at its decision to approve the Share Exchange Agreement and the
transactions  contemplated  by the Share  Exchange  Agreement  and in making its
recommendation   discussed  below  under   "--Recommendation,"   the  DST  Board
considered the following material factors:

     o    The firm of Piper  Jaffray,  a financial  advisor to DST in connection
          with the  Exchange  has  delivered a written  opinion to the DST Board
          dated August 25, 2003.  Piper Jaffray made an initial  presentation of
          its  analysis  at an August  3, 2003  meeting  of the DST  Board,  and
          subsequently  made  another  presentation  to the DST  Board  prior to
          execution of the Share  Exchange  Agreement  on August 25,  2003.  The
          opinion was that the  consideration to be exchanged in the Exchange is
          fair, from a financial point of view, to DST;

     o    The  concerns  expressed  by DST  customers  about  significant  Janus
          ownership of DST Common Stock, competitive conditions of the financial
          services  industry  markets  in which DST  operates  and the  expected
          positive effect on DST's  relationship  with its mutual fund customers
          resulting from the removal of significant ownership of DST by Janus;

     o    The expected improvement in DST's access to bank credit by eliminating
          aggregation of credit risks by lenders;

     o    The desirability of separating the businesses that will be included in
          OMS's business from the rest of DST's core Output Solutions segment;


     o    The effect of the Exchange upon DST's business,  results of operations
          and financial  condition;  including,  but not limited to, its current
          and projected debt levels;


     o    The terms of the  Share  Exchange  Agreement,  including  among  other
          things, the conditions to Closing,  the exchange of the OMS Shares for
          the Janus DST Shares, the rights of termination set forth in the Share
          Exchange Agreement, and the terms of the Ancillary Agreements;


     o    The  financial  impact of the Exchange on the  financial  condition of
          DST,  including the effect on earnings per share which, on a pro forma
          basis,  would have  increased  basic  earnings per share from $0.88 to
          $1.05 and diluted  earnings  per share from $0.87 to $1.03 for the six
          months ended June 30, 2003;


     o    The  likelihood of receiving the requisite  regulatory  approvals in a
          timely manner; and

     o    Receipt of opinions of tax advisors  that the  Reorganization  and the
          Exchange should be tax-free transactions.





OPINION OF FINANCIAL ADVISOR

     Pursuant to an  engagement  letter dated July 24, 2003,  DST engaged  Piper
Jaffray to act as a financial advisor to DST and to render a fairness opinion in
connection  with the  Exchange.  At an August 25, 2003 meeting of the DST Board,
Piper  Jaffray  made a  fairness  opinion  presentation  to the  DST  Board  and
delivered  its  opinion.  The opinion was that as of its date and based upon and
subject to the  assumptions  made,  matters  considered and limits of the review
undertaken by Piper Jaffray,  the  consideration to be exchanged in the Exchange
is fair, from a financial point of view, to DST.

     THE FULL TEXT OF PIPER JAFFRAY'S  WRITTEN  OPINION,  DATED AUGUST 25, 2003,
WHICH SETS FORTH,  AMONG OTHER THINGS,  THE ASSUMPTIONS MADE, MATTERS CONSIDERED
AND LIMITS ON THE REVIEW  UNDERTAKEN  BY PIPER  JAFFRAY IN  CONNECTION  WITH THE
OPINION,  IS ATTACHED AS APPENDIX C TO THIS PROXY  STATEMENT AND IS INCORPORATED
HEREIN BY REFERENCE.  DST STOCKHOLDERS ARE URGED TO READ PIPER JAFFRAY'S OPINION
IN ITS ENTIRETY.  THE SUMMARY OF PIPER JAFFRAY'S OPINION SET FORTH IN THIS PROXY
STATEMENT  IS  QUALIFIED  IN ITS ENTIRETY BY REFERENCE TO THE FULL TEXT OF PIPER
JAFFRAY'S OPINION.

     While Piper Jaffray  rendered its opinion and provided  certain analyses to
the DST  Board,  Piper  Jaffray  was not  requested  to and  did  not  make  any
recommendation  to the  DST  Board  as to the  specific  form or  amount  of the
consideration  to be received by DST in the proposed  Exchange.  Piper Jaffray's
opinion, which was directed to the DST Board, addresses only the fairness,  from
a financial point of view, of the proposed  consideration to be exchanged in the
proposed Exchange,  does not address our underlying business decision to proceed
with or effect the Exchange or the relative  merits of the Exchange  compared to
any alternative  business strategy or transaction in which we might engage,  and
does not constitute a  recommendation  to any of our  stockholders  as to how to
vote regarding the Exchange.

     In arriving at its opinion, Piper Jaffray's review included:

     o    a draft of the Share Exchange Agreement dated August 21, 2003;
     o    certain   publicly   available   financial,   operating  and  business
          information related to DST and Janus;
     o    valuation of the operations of OMS  subsequent to the  Reorganization,
          but excluding the "Additional  Assets"  (defined  below)  (referred to
          herein as "OMS Post  Reorganization")  prepared  by  Standard  & Poors
          Corporate Value Consulting dated June 13, 2003;
     o    certain  publicly  available  market and securities data of DST and of
          selected public companies deemed comparable to DST and OMS;


     o    to the extent  publicly  available,  financial terms of certain merger
          and  acquisition   transactions  involving  acquired  entities  deemed
          comparable to DST's business; and



     o    certain  internal  financial  information  of DST and OMS prepared for
          financial planning purposes and furnished by its management.


     In  addition,  Piper  Jaffray  visited  our  headquarters  in Kansas  City,
Missouri and OMS's operations in Kansas City, Missouri and Chicago, Illinois and
conducted  discussions  with  members  of  senior  management  of  DST  and  OMS
concerning  the  financial  condition,  current  operating  results and business
outlook for DST and OMS.

     The  following  is  a  summary  of  certain  material  analyses  and  other
information  that Piper Jaffray prepared and relied on in delivering its opinion
to the DST  Board  and does not  purport  to be a  complete  description  of the
analysis performed by Piper Jaffray:

     SELECT MARKET INFORMATION

     Piper Jaffray reviewed the stock trading history of DST Common Stock at the
dates or for the periods indicated below:

         Closing price on August 21, 2003                        $37.90
         20 Trading Day Average                                  $36.75
         90 Trading Day Average                                  $35.01
         5 Days Prior to Announcement (April 23, 2003)           $28.24
         52 Week Low                                             $24.30
         52 Week High                                            $39.84
         Average Daily Share Volume                             586,892

     ANALYSIS OF OMS OPERATIONS


     Piper Jaffray reviewed and compared certain financial,  operating and stock
market  information  for OMS and a group of  publicly  traded  companies  deemed
similar to OMS.  In  determining  selected  public  companies  that were  deemed
comparable to OMS, Piper Jaffray considered the types of operations conducted by
these  companies.  This  group was  comprised  of the  following  ten  companies
operating within the commercial printing, computer programming,  data processing
and other  computer  related  services  industries:  Advo Inc.;  Automatic  Data
Processing,  Inc.; Banta Corp.; Bowne & Company,  Inc.;  Consolidated  Graphics;
Ennis Business Forms, Inc.; Harte-Hanks,  Inc.; Moore Wallace Inc.; RR Donnelley
& Sons Co.; and The Standard Register  Company.  Although no company included in
the analysis was identical to OMS, the selected  companies  provided one or more
of the following products or services:

     o    Full-service, targeted direct mail marketing services;

     o    Computerized   transaction   processing,    data   communication   and
          information services;

     o    Printing  and  digital  imaging  solutions  and  global  supply  chain
          management;

     o    Document management and outsourcing services;

     o    Commercial printing, fulfillment and mailing services;

     o    Printing and constructing  business forms and other business  products
          for national distribution;

     o    Direct marketing and shopper advertising opportunities;

     o    Diversified  printing services,  print  fulfillment,  print-on-demand,
          packaging or kitting and electronic print management solutions;

     o    Comprehensive,   integrated  communications  solutions  that  produce,
          manage and deliver customer content; and

     o    Document  management,  label  solutions,  consulting  and  fulfillment
          services and e-procurement services.


     This analysis produced multiples of selected valuation data as follows(1):


                               OMS @
                              $115.0             COMPARABLE COMPANIES
                            MILLION (2)   MEDIAN     MEAN      LOW      HIGH
                            --------------------------------------------------
Price/LTM Earnings              45.6x      19.6x     21.1x     14.5x    38.9x
Price/2003 Earnings             31.9x      18.7x     20.8x     13.5x    37.0x
Price/2004 Earnings             14.8x      15.8x     16.4x     12.6x    24.7x
Company Value/LTM Revenue        1.2x       0.9x      4.4x      0.5x    33.4x
Company Value/2003 Revenue       1.1x       0.9x      4.5x      0.5x    30.8x
Company Value/2004 Revenue       0.9x       0.9x      4.1x      0.6x    27.7x
Company Value/LTM EBITDA        14.8x       6.8x      8.5x      5.3x    16.0x

(1)  Based on historical and projected financial statements.  Historical company
     information  based on most recent  filings.  Projected  comparable  company
     information provided as of August 21, 2003 as reported by FirstCall.


(2)  The $115 million  valuation of OMS Post  Reorganization  was agreed upon by
     the parties.  DST believes that this negotiated  value is no different than
     the value which would have been negotiated with an unaffiliated party.


     ANALYSIS OF SELECTED PRECEDENT TRANSACTIONS

     Piper Jaffray  performed a merger and  acquisition  multiple  analysis that
encompassed a review of transactions  involving acquired entities deemed similar
to the  business  of OMS Post  Reorganization.  Based upon its  analysis,  Piper
Jaffray  was  unable to  identify  transactions  for which  meaningful  data was
available.

     DISCOUNTED CASH FLOW ANALYSIS

     Piper Jaffray used a discounted  cash flow analysis to calculate a range of
theoretical  values for OMS Post  Reorganization  based on the present  value of
future  projected cash flows through year 2005 and a terminal value for OMS Post
Reorganization  at calendar  year-end 2005  calculated  based upon a multiple of
projected   estimated   earnings  before  interest,   taxes,   depreciation  and
amortization ("EBITDA"). Piper Jaffray's discounted cash flow analysis was based
on the following key assumptions:

     o    theoretical value of OMS Post Reorganization calculated as of June 30,
          2003;
     o    EBITDA  multiples  were  used  to  calculate  terminal  values  in the
          analysis;
     o    terminal value was based upon multiples  ranging from 6.0x to 8.0x OMS
          Post Reorganization's fiscal 2005 EBITDA;
     o    discount rates applied to the cash flow ranged from 15% to 18%; and
     o    cash flows assumed to occur evenly throughout the period, and mid-year
          discounting methodology applied.

     The table below shows the results of the discounted  cash flow analysis for
OMS Post Reorganization (dollars in millions):

                                                  DISCOUNT RATE
                                     15.0%        16.0%      17.0%      18.0%
                                  --------------------------------------------

     EBITDA MULTIPLE      6.0x      $109.9       $107.7     $105.5     $103.4
                          7.0x      $125.1       $122.5     $120.0     $117.6
                          8.0x      $140.3       $137.4     $134.6     $131.9

     ANALYSIS OF SELECTED PUBLICLY TRADED COMPANIES COMPARABLE TO DST

     Piper Jaffray reviewed and compared certain financial,  operating and stock
market  information for DST and the following thirteen publicly traded companies
deemed similar to DST: Affiliated Computer Services;  Automatic Data Processing,
Inc.;  Bisys  Group  Inc.;  Checkfree   Corporation;   Electronic  Data  Systems
Corporation;  Fiserv,  Inc.; Intercept Inc.; Jack Henry & Associates Inc.; Moore
Wallace Inc.; RR Donnelley & Sons Co.; SEI  Investments  Company;  SunGuard Data
Systems Inc.; and State Street Corporation.

     This analysis produced multiples of selected valuation data as follows:

                                  DST @ PER
                                 SHARE PRICES       COMPARABLE COMPANIES
                               $30.00  $34.50   MEDIAN    MEAN     LOW    HIGH
                               --------------  -------------------------------
Price/LTM Earnings(1)           17.2x   19.8x   22.8x    23.5x   16.9x   35.1x
Price/2003 Earnings(2)          16.1x   18.5x   22.1x    22.3x   15.8x   31.7x
Price/2004 Earnings(2)          15.9x   18.3x   19.3x    19.4x   12.6x   25.1x
Company Value/LTM Revenue(3)     1.6x    1.8x    2.8x     2.7x    0.7x    5.8x
Company Value/2003 Revenue(2)    1.6x    1.8x    2.9x     2.6x    0.7x    5.6x
Company Value/2004 Revenue(2)    1.5x    1.7x    2.7x     2.4x    0.7x    5.1x
Company Value/LTM EBIT(3)       12.0x   13.6x   14.1x    16.3x   11.7x   30.2x
Company Value/LTM EBITDA(3)      8.3x    9.4x   10.9x    10.9x    5.7x   16.0x

(1)  Based on fully diluted  earnings per share for the twelve  monthriod ending
     June 30, 2003 as reported by FirstCall.
(2)  Company  estimates  based on projected  financial  information  provided by
     management.  Projections  for  comparable  group based on  estimates  as of
     August 21, 2003 as reported by FirstCall.
(3)  Historical information based on most recent filings.

     ANALYSIS OF SELECTED PRECEDENT TRANSACTIONS

     Piper Jaffray reviewed eight acquisition  transactions  involving  acquired
entities  that it  deemed  comparable  to  DST's  business.  It  selected  these
transactions  by Securities  and Exchange  Commission  ("SEC")  filings,  public
company  disclosures,  press  releases,  industry  and  popular  press  reports,
databases and other sources and by applying the following criteria:

     o    transactions  analyzed  were  announced  from  January 1, 1999 through
          present;
     o    merger  transactions  where the target company's primary SIC code was:
          2759, 2754, 7374, 7375, 7372 or 6099;
     o    deals with publicly available information on terms;
     o    targets which Piper Jaffray deemed similar to DST's business; and
     o    targets in which 100% of the company was acquired.

     Piper Jaffray compared the resulting  multiples of selected  valuation data
to multiples  for DST derived from the  consideration  to be exchanged by DST in
the Exchange.

                              DST @ PER
                            SHARE PRICES         COMPARABLE TRANSACTIONS
                           $30.00   $34.50  MEDIAN    MEAN      LOW      HIGH
                           ---------------  ----------------------------------

Price/Net Income            17.2x   19.8x    38.0x    40.3x    21.4x     67.2x
Company Value/Revenue        1.6x    1.8x     2.8x     2.8x     1.4x      4.7x
Company Value/LTM EBIT      12.0x   13.6x    23.7x    23.2x    11.2x     37.5x
Company Value/LTM EBITDA     8.3x    9.4x    12.2x    13.8x     9.5x     22.2x

         DISCOUNTED CASH FLOW ANALYSIS

     Piper Jaffray  performed a discounted  cash flow analysis for DST,  without
taking into account the Exchange,  in which it  calculated  the present value of
the projected  hypothetical  future cash flows of DST using  internal  financial
planning data  prepared by DST  management.  Piper Jaffray  estimated a range of
theoretical  values for DST, without taking into account the Exchange,  based on
the present  value of future  projected  cash flows  through the year 2005 and a
terminal  value  for DST at  calendar  year end  2005  calculated  based  upon a
multiple of projected EBITDA. Piper Jaffray applied a range of discount rates of
9.0% to  12.0%  and a range of  EBITDA  multiples  of 9.0x to 11.0x to  derive a
present value. This analysis yielded the following results:

                                              DISCOUNT RATE
                                   9.0%       10.0%       11.0%       12.0%
                               ---------------------------------------------
                       9.0x      $38.37      $37.45      $36.55      $35.67
   EBITDA MULTIPLE    10.0x      $42.58      $41.56      $40.57      $39.61
                      11.0x      $46.79      $45.67      $44.59      $43.54

     In reaching  its  conclusion  as to the  fairness to DST,  from a financial
point of view, of the  consideration  to be exchanged in the Exchange and in its
presentation to the DST Board, Piper Jaffray did not rely on any single analysis
or factor  described  above,  assign relative weights to the analyses or factors
considered  by it, or make any  conclusion  as to how the  results  of any given
analysis,  taken alone,  supported its opinion.  The  preparation  of a fairness
opinion is a complex process and not necessarily susceptible to partial analysis
or  summary  description.  Piper  Jaffray  believes  that its  analyses  must be
considered as a whole and that  selection of portions of its analyses and of the
factors  considered by it, without  considering all of the factors and analyses,
would create a misleading view of the processes underlying the opinion.

     The  analyses of Piper  Jaffray are not  necessarily  indicative  of actual
values or future results, which may be significantly more or less favorable than
suggested by the  analyses.  Analyses  relating to the value of companies do not
purport to be appraisals or valuations or necessarily reflect the price at which
companies may actually be sold. No company or  transaction  used in any analysis
for purposes of comparison is identical to DST or the Exchange.  Accordingly, an
analysis of the  results of the  comparisons  is not  mathematical;  rather,  it
involves complex considerations and judgments about differences in the companies
to which DST and OMS were  compared  and other  factors  that  could  affect the
trading value of the companies.

     For  purposes of its  opinion,  Piper  Jaffray  relied upon and assumed the
accuracy and  completeness  of the financial  statements  and other  information
provided to it by DST, or  otherwise  made  available  to it, and did not assume
responsibility  for the  independent  verification  of that  information.  Piper
Jaffray relied upon the assurances of the management of DST that the information
provided to it by DST was  prepared on a  reasonable  basis in  accordance  with
industry  practice,  and the financial  planning data and other business outlook
information  reflects the best  currently  available  estimates  and judgment of
management of DST and OMS, and such  management was not aware of any information
or facts that would make the information provided to Piper Jaffray incomplete or
misleading.  Piper Jaffray  assumed that there have been no material  changes in
the assets, financial condition, results of operations, business or prospects of
DST and OMS Post Reorganization  since the date of the last financial statements
made  available to it. Piper Jaffray also assumed that neither DST, nor OMS Post
Reorganization, are parties to any material pending transactions, other than the
Exchange,  anticipated  changes to the DST syndicated  credit facility and other
transactions in the ordinary course of business.

     In arriving at its opinion,  Piper  Jaffray  assumed that all the necessary
regulatory  approvals and consents  required for the Exchange  would be obtained
and that no limitations,  restrictions or conditions would be imposed that would
have a material adverse effect on DST or the contemplated benefits to DST of the
Exchange or will otherwise change the consideration to be received by DST. Piper
Jaffray assumed that the Exchange would qualify as a tax-free exchange under the
United States Internal  Revenue Code.  Piper Jaffray also assumed that the final
form of the Share Exchange Agreement would be substantially  similar to the last
draft reviewed by it, without modification of material terms or conditions.

     In arriving at its  opinion,  Piper  Jaffray  has not  performed,  nor been
furnished any appraisals or valuations of the specific  assets or liabilities of
DST other than the valuation of OMS Post  Reorganization  prepared by Standard &
Poor's Corporate Value  Consulting dated June 13, 2003. Piper Jaffray  expressed
no opinion  regarding the  liquidation  value of DST or OMS. The analyses  Piper
Jaffray  performed in connection with this opinion were going concern  analyses.
Piper  Jaffray was not requested to opine,  and no opinion was  rendered,  as to
whether  any  analyses  of  an  entity,  other  than  as a  going  concern,  was
appropriate in the circumstances  and,  accordingly,  Piper Jaffray performed no
such  analyses.  The DST Board did not request that Piper Jaffray  solicit,  and
Piper Jaffray did not solicit, any expression of interest from any other parties
with respect to any alternative transaction.

     Piper  Jaffray  undertook  no  independent   analysis  of  any  pending  or
threatened  litigation,  material claims,  possible  unasserted  claims or other
contingent  liabilities,  to which  DST or its  affiliates  is a party or may be
subject,  or of any other governmental  investigation of any possible unasserted
claims or other contingent  liabilities to which either DST or its affiliates is
a party or may be  subject.  At DST's  direction  and  with its  consent,  Piper
Jaffray's  opinion  makes  no  assumption  concerning,  and  therefore  does not
consider, the potential effects of any such litigation, claims or investigations
or possible  assertions of claims,  outcomes or damages  arising out of any such
matters.

     Piper  Jaffray's  opinion is based upon the  information  available  to it,
facts and  circumstances  and  economic,  market  and other  conditions  as they
existed,  and is  subject  to  evaluation  on the  date of the  opinion.  Events
occurring  after  that date could  materially  affect  the  assumptions  used in
preparing the opinion.  Except as provided in the engagement  letter between DST
and Piper  Jaffray,  Piper Jaffray has not  undertaken to reaffirm or revise its
opinion or  otherwise  comment upon any events  occurring  after the date of the
opinion and it does not have any  obligation  to update,  revise or reaffirm its
opinion. Piper Jaffray expressed no opinion as to the prices at which DST Common
Stock has traded or may trade at any future time.

     Piper Jaffray,  as a customary part of its investment banking business,  is
engaged in the valuation of businesses and their  securities in connection  with
mergers  and  acquisitions,   underwritings   and  secondary   distributions  of
securities,  private  placements and valuations for estate,  corporate and other
purposes.  In the  ordinary  course  of its  business,  Piper  Jaffray  and  its
affiliates  may actively  trade  securities of DST for their own accounts or the
accounts of their  customers  and,  accordingly,  may at any time hold a long or
short position in such securities.

     Under the terms of the engagement letter dated July 24, 2003, DST agreed to
pay Piper Jaffray, whether or not the transaction is consummated,  a retainer of
$50,000,  a fee of  $600,000  for  rendering  its  opinion  and  $25,000 for any
updates.  In  addition,  DST  has  agreed  to pay the  reasonable  out-of-pocket
expenses  of Piper  Jaffray  and to  indemnify  Piper  Jaffray  against  certain
liabilities   incurred.   Management  of  DST  is  not  aware  of  any  material
relationship between Janus and Piper Jaffray.

     In addition,  Piper Jaffray will receive approximately  $375,000 in selling
concessions,  in connection  with DST's private  offering of convertible  senior
debentures in August 2003.

     Prior to the  engagement of Piper Jaffray to provide the fairness  opinion,
the following  relationships existed between DST and/or its Affiliates and Piper
Jaffray and/or its Affiliates:

     o    DST has agreed to pay a $100,000  fee to U.S.  Bancorp,  the parent of
          Piper Jaffray, for referring Piper Jaffray for purposes of providing a
          fairness opinion to DST.

     o    U.S.  Bank, a subsidiary of U.S.  Bancorp,  is a participant  in DST's
          syndicated  credit  facilities and receives a portion of the fees paid
          to the syndicate  based upon an allocation  formula  negotiated by the
          syndicate;

     o    U.S. Bank is a direct lender to one of DST's 50% owned  Affiliates and
          receives interest on amounts loaned to such Affiliate;

     o    DST provides U.S. Bancorp with the following services:

          o    TA2000 remote services to mutual funds sponsored by U.S.  Bancorp
               and for mutual  funds for which U.S.  Bancorp acts as a servicing
               agent;

          o    Print mail services through DST's Output Solutions segment; and

          o    DST's AWD(TM)software product through a licensing agreement; and

     o    DST is  currently  soliciting  additional  service  work and  business
          relationships with U.S. Bancorp and Piper Jaffray.

RECOMMENDATION


     The DST Board has unanimously  determined that the Share Exchange Agreement
is in the best interests of DST and its stockholders.  The DST Board unanimously
recommends  a vote FOR the  approval  of the Share  Exchange  Agreement  and the
transactions contemplated thereby.





               PROPOSAL - APPROVAL OF THE SHARE EXCHANGE AGREEMENT
                   AND THE TRANSACTIONS CONTEMPLATED THEREBY.

DESCRIPTION OF THE PROPOSAL

     The proposal being submitted to DST stockholders is for the approval of the
Share Exchange Agreement and the transactions contemplated by the Share Exchange
Agreement.

PURPOSES AND EFFECTS OF THE PROPOSAL

     We are  seeking  your  approval  of the  proposal  in  order to allow us to
consummate the  transactions  contemplated by the Share Exchange  Agreement upon
receipt of all  regulatory  approvals  and  satisfactions  of the  conditions to
Closing.  At the  time of the  Exchange,  OMS  will  hold  graphics  design  and
sheet-fed  offset  commercial  printing  operations,   the  laser  printing  and
fulfillment  operations  of the  Marketing  Services  Division  of DST's  Output
Solutions  segment,  and additional cash to approximately  equalize the value of
the OMS Shares to the Janus DST Shares being exchanged. The Exchange is intended
to  achieve  important  DST  business  objectives.  We  believe  the  removal of
significant  ownership  by  Janus,  which is a  competitor  to our  mutual  fund
customer base, will improve our competitive  position in serving the mutual fund
industry.  In addition, we believe the substantial reduction in Janus' ownership
of DST will  improve our access to bank  credit by  eliminating  aggregation  of
credit risks by lenders.  The Exchange will also address certain of our concerns
about  the lack of  desired  fit of the OMS  operations  with  those of our core
output  business.  If the proposal is approved,  OMS will become a  wholly-owned
subsidiary of Janus and the business operations of OMS will no longer be part of
DST's business. See "--Summary of the Share Exchange Agreement--The Business."

SUMMARY OF THE SHARE EXCHANGE AGREEMENT

     The following  summary of the terms and  provisions  of the Share  Exchange
Agreement  is  qualified  in its  entirety by  reference  to the Share  Exchange
Agreement,  a copy of which has been  attached  hereto as Appendix A. You should
read this Share  Exchange  Agreement  carefully  for more details  regarding the
provisions  described  below and for other  provisions  that may be important to
you.  Capitalized  terms used, and not otherwise  defined,  in this summary will
have the meanings given to them in the Share Exchange Agreement.

THE EXCHANGE AND THE CLOSING

     On August 25, 2003,  DST,  OMS, and Janus  entered into the Share  Exchange
Agreement.  Upon the terms and subject to the  conditions set forth in the Share
Exchange  Agreement,  DST will  transfer  to Janus the OMS Shares and Janus will
transfer to DST the Janus DST Shares in exchange for the OMS Shares. The Closing
will take place on the third  business day  following the date on which the last
of the  unsatisfied  or  unwaived  conditions  specified  in the Share  Exchange
Agreement   have  been   satisfied  or  waived  (other  than  those   conditions
contemplated  to be  satisfied  at, or only capable of being  satisfied  at, the
Closing,  but subject to the satisfaction or waiver of those conditions),  or at
such other time and place as agreed in writing by Janus and DST (the date of the
Closing is herein referred to as the "Closing Date").

THE REORGANIZATION

     DST has agreed  that,  prior to the Closing,  DST will,  and will cause its
respective  Subsidiaries to, transfer to OMS: (i) the "Non-OMS Business Assets";
(ii) the "Additional Assets"; and (iii) the "Non-OMS Business  Liabilities" (the
"Reorganization").  In exchange for these  transfers,  OMS has agreed to accept,
assume and pay, perform or otherwise discharge the Non-OMS Business  Liabilities
in accordance with their respective terms and conditions.

     For purposes of the Share Exchange Agreement:

     (i)  "Non-OMS  Business  Assets" means all of the  "Business  Assets" other
          than  those   Business   Assets   owned  by  OMS  both  prior  to  the
          Reorganization and as of the Closing.

     (ii) "Business  Assets"  means  all  of  the  assets,  properties,  rights,
          agreements and other interests identified by DST pursuant to the Share
          Exchange Agreement;

     (iii)"Non-OMS Business  Liabilities" means all of the Business  Liabilities
          other than those Business  Liabilities  already owed or assumed by OMS
          both prior to the Reorganization and as of the Closing;

     (iv) "Business Liabilities" means all liabilities (other than the "Excluded
          Liabilities") to the extent related to the Business (as defined below)
          or the Business Assets;

     (v)  "Excluded  Liabilities"  means  any  liabilities  of DST or any of its
          Affiliates (including OMS) which are specifically excluded pursuant to
          the Share  Exchange  Agreement  or which do not relate more closely to
          the Business  than to the  businesses  of DST other than the Business,
          except to the extent of any such liabilities that are reflected in the
          Closing Date Balance Sheet and are  comparable in nature and amount to
          those reflected in the Business  financial  statement for December 31,
          2002;

     (vi) "Additional  Assets"  means an amount in cash equal to (i) the product
          of thirty two million three hundred thousand  (32,300,000) and the DST
          Share   Value  less  (ii)  one   hundred   fifteen   million   dollars
          ($115,000,000); and

     (vii)"DST Share  Value" means the average of the per share  closing  prices
          of DST Common  Stock on the NYSE for the 20  consecutive  trading days
          ending  on the day prior to the  Closing  Date,  subject  to a minimum
          average  price of $30.00  per share  and a  maximum  average  price of
          $34.50 per share as the DST Share Value if the  average  price is less
          than $30.00 or more than $34.50 per share, respectively.

     REASONS FOR  REORGANIZATION.  There are  certain  assets,  liabilities  and
employees  that  prior  to the  reorganization  are  located  in  certain  other
wholly-owned subsidiaries.  The purpose of the Reorganization is to place within
a  single  entity  all of the  assets,  liabilities  and  employees  of the  OMS
business.  Additionally, these actions streamline the DST corporate structure to
enable it to operate more efficiently.

     TRANSACTIONS   IN   REORGANIZATION.   The   Reorganization   will   involve
transactions that will place the graphics design and sheet-fed offset commercial
printing  operations  and the laser printing and  fulfillment  operations of the
Marketing Services Division of DST, together with the Additional Assets,  within
a single entity, OMS.


     The Reorganization will involve the following transactions:

     o    OTS Group,  Inc., a Missouri  corporation and 100% owned subsidiary of
          DST, will be merged into DST, with DST as the surviving corporation.

     o    DST  Output   East,   Inc.,  a  Delaware   corporation   and  indirect
          wholly-owned  subsidiary  of DST,  will be  converted  into a Delaware
          limited liability company to be known as DST Output East, LLC.

     o    DST Output,  Inc., a Missouri  corporation  and indirect  wholly-owned
          subsidiary  of DST,  will  create a single  member  limited  liability
          company under Delaware law to be known as DST Output Central, LLC. DST
          Output SRI,  Inc., a Missouri  corporation  and indirect  wholly-owned
          subsidiary of DST, will be merged into DST Output Central, LLC.

     o    DST  Output  East LLC will  convey  its 100%  ownership  of OMS to DST
          Output, Inc.

     o    DST Output  Illinois,  Inc.,  an  Illinois  corporation  and  indirect
          wholly-owned  subsidiary  of DST, will be merged into OMS, with OMS as
          the surviving  corporation.

     o    DST Systems of California,  Inc., a Delaware  corporation and indirect
          wholly-owned  subsidiary of DST,  will create a single member  limited
          liability  company under Delaware law to be known as DST Output,  LLC.
          DST  Output,  Inc.,  a  wholly-owned  subsidiary  of  DST  Systems  of
          California, Inc., will then be merged into DST Output, LLC.

     o    DST Systems of  California,  Inc.  will be  converted  into a Delaware
          limited  liability  company to be known as DST Systems of  California,
          LLC.

     o    DST Systems of  California,  LLC will convey its 100% ownership of DST
          Output, LLC to DST.

     o    DST Output  Central,  LLC will convey its 100% ownership of DST Output
          Graphic Resources, Inc., a Missouri corporation, to DST Output, LLC.

     o    DST Output,  LLC will convey its 100%  ownership of (i) OMS,  (ii) DST
          Output of California, Inc., a California corporation, (iii) DST Output
          Graphic Resources,  Inc., (iv) DST Output East, LLC and (v) DST Output
          Central, LLC to DST.

     o    DST will  create a  single  member  limited  liability  company  under
          Delaware  law to be known as DST  Output  West,  LLC.  DST  Output  of
          California, Inc. will then be merged into DST Output West, LLC.

     o    DST will  create a  single  member  limited  liability  company  under
          Delaware  law to be known as DST  Output  Graphics,  LLC.  DST  Output
          Graphics Resources, Inc. will be merged into DST Output Graphics, LLC.

     o    DST Output  West,  LLC will  transfer to OMS its  "graphics  division"
          assets and  liabilities in exchange for stock of OMS. DST Output West,
          LLC will convey the stock of OMS to DST.

     o    In one transaction,  DST Output Graphics, LLC will (i) transfer to OMS
          all of its assets and liabilities, except for retained assets that are
          not part of the OMS  Business,  in exchange  for stock of OMS and (ii)
          transfer  the  retained  assets to DST Output  West,  LLC.  DST Output
          Graphics, LLC will convey the stock of OMS to DST.

     All of the assets,  liabilities and  substantially  all of the employees of
those organizations that were not part of the Marketing Services Division of DST
and  are  merged  into  OMS  will  become  a  part  of OMS  as a  result  of the
Reorganization.  For a more detailed  discussion of the products and services to
be offered by OMS post-Reorganization, see "--The Business" below.


     DST will receive Tax Opinions from Sonnenschein and PWC.

THE BUSINESS

     The  "Business"  is the  business of  providing  the  products and services
described below.

     The Business products and services include:

     o    RAPID FULFILLMENT. Rapid Fulfillment is digital printing or electronic
          delivery  of  materials  that are (i) printed in  connection  with the
          acquisition  of a new  customer  by a  client  of the  Business  or in
          response to an inquiry  from an  existing  customer of a client of the
          Business,   and   (ii)   usually   individually    personalized   with
          client-supplied name, address and demographic  information utilizing a
          proprietary   compilation   software   application   and   distributed
          production  sites owned by OMS in New York and Chicago and sites owned
          by DST and its Affiliates. Rapid Fulfillment services may also include
          Integrated Fulfillment Services;

     o    INTEGRATED  FULFILLMENT.  Integrated Fulfillment is the combination of
          pick and pack  services  with  Rapid  Fulfillment,  eLLITE  Suite  and
          On-demand  services.  Pick  and  pack  is the  pulling  of  externally
          supplied and  internally  pre-printed  materials  from  inventory  and
          insertion into a mailing with On-demand materials;

     o    RAPID PUBLISHER.  Rapid Publisher is a Web-enabled database publishing
          solution   used  by  clients   that  offer   403(b)  and  401(k)  plan
          administration  to their  customers.  The service  utilizes a licensed
          software  application that allows the client to customize  participant
          communication  materials based upon the specific plan, and personalize
          the materials to the specific plan participant;

     o    RAPID   COMPLIANCE.   This  service  consists  of  the  production  of
          prospectuses,  supplements,  annual  reports and  semi-annual  reports
          supplied by  customers  or third  parties for printing and mailing and
          electronic delivery to meet the regulatory requirements of the 401(k),
          403(b), non-variable annuity and mutual fund markets;

     o    RAPID   CONFIRM.   Rapid  Confirm   utilizes  the  Mail  Net  software
          application for distribution of brokerage trade confirmations,  margin
          notices and address  changes to distributed  print  production  sites,
          including those of DST  Affiliates,  for printing and mailing at those
          sites for brokerage firm customers;

     o    RAPID PROXY.  This product utilizes offset and On-demand  capabilities
          to combine documents such as proxy statements,  annual reports,  proxy
          voting cards, business reply envelopes and other materials selected by
          the client,  and bound into a single book that can be  personalized to
          the recipient;

     o    ELLITE SUITE. A service that utilizes the eLLITE software  application
          to  support  order  management,   inventory  management,   fulfillment
          management  and document  management of documents  such as mutual fund
          fact sheets,  prospectuses and other pre-sale and post-sale materials,
          none of which are personalized documents such as statements;

     o    RAPID  PORTFOLIO  SERVICES.  This service  consists of the printing of
          portfolio reports for high net worth individuals in digital four color
          format and bound using one of the following:  perfect bind,  spiral or
          tape (but for purposes of clarity,  portfolio  reports  bound by other
          methods,  e.g.  stapling,  are excluded  from the  definition  of this
          service); and

     o    COMMERCIAL  PRINTING  SERVICES.  These  services  consist of  graphics
          design;  plate  production;  offset  printing of Static,  Nonrecurring
          documents  utilizing sheet press printing machines;  bindery services;
          envelope  printing  utilizing jet press machinery;  and procurement of
          the foregoing services from third party commercial printers and resale
          of such services to clients.

     For  purposes  of  the  foregoing  description  of  Business  products  and
     services:

     (i)  "On-demand,"  means  the  printing  of  Static,  documents  that  were
          historically  offset printed.  Documents can be printed On-demand from
          files  stored in  electronic  databases  because the  contents of such
          documents  are not altered by the printer  except for the  recipient's
          name,  address and limited  demographic  information that is sometimes
          used to personalize the document.  On-demand documents are prepared in
          print  ready  formats  and do not  require  the use of  software  that
          formats the document except to the extent  necessary to facilitate the
          insertion   of  certain   variable   demographic   data  unique  to  a
          transaction,  external event or other action of the recipient.  By way
          of  example,   account   applications  and  prospectuses  are  printed
          On-demand, whereas, mutual fund account statements are not;

     (ii) "Static,"  means that the  information in the document does not change
          or fluctuate  based upon the  occurrence  of any  transaction,  recent
          event,  or action  taken by the ultimate  recipient  of the  document,
          except  that  the  name,   address  and  other  personal   demographic
          information of the recipient may be different in each document. By way
          of  illustration,  an account  application or a prospectus is a Static
          document,  while a mutual fund account statement is not Static because
          the  information  varies from document to document  based upon various
          factors such as  financial  performance  and actions of the  recipient
          during the period reflected in the statement; and

     (iii)"Nonrecurring,"  means that the event  giving rise to the  printing of
          the document is of a type that does not usually  occur on a repetitive
          basis  when  the  use of the  document  by the  specific  end  user is
          considered.  By way  of  illustration,  a  Nonrecurring  event  is the
          submission by a client to its customer or potential  customer of a set
          of  brochures,   account  applications  or  other  pre-sale  marketing
          materials or fact sheets,  or the  fulfillment of orders for technical
          materials that are requested by purchasers or potential  purchasers of
          a  client's  goods or  services,  such as  engineering  schematics  or
          instructions.  In such cases,  the end user does not typically need or
          receive such a document  more than once.  In contrast,  "Nonrecurring"
          does not  include  documents  of a type that are printed for events or
          reports  such as periodic  account  statements  and  confirmations  of
          transactions in mutual fund,  brokerage,  or other financial accounts,
          monthly billing for television or utility services, the utilization of
          insurance benefits or tax reports.

REPRESENTATIONS AND WARRANTIES

     The Share Exchange Agreement contains representations and warranties of DST
and  Janus  that  are  customary  for   transactions  of  this  type.  DST  made
representations  and  warranties  with  respect  to,  among other  matters,  the
following:

     o    corporate organization and good standing;
     o    capitalization of OMS;
     o    corporate power and authority;
     o    absence of conflicts that would affect the Exchange;
     o    consents required in connection with the Exchange;
     o    stockholder vote to approve the transactions contemplated by the Share
          Exchange Agreement;
     o    the absence of material adverse effects to the Business or OMS;
     o    compliance with laws;
     o    intellectual property;
     o    title to real estate and other assets,  and condition and  sufficiency
          of such assets;
     o    pending litigation;
     o    employee benefit plans;
     o    contracts to which OMS is, or will be, a party;
     o    labor and employment matters;
     o    financial statements; and
     o    relationships with customers.

     Janus made  representations  and  warranties  with  respect to, among other
     matters, the following:

     o    corporate organization and good standing;
     o    corporate power and authority;
     o    absence of conflicts that would affect the Exchange;
     o    title to Janus DST Shares;
     o    board  and  stockholder   approvals  to  approve  the  Share  Exchange
          Agreement and the transactions contemplated thereby;
     o    pending litigation;
     o    the  absence of  material  adverse  effects on the ability of Janus to
          consummate  the  transactions   contemplated  by  the  Share  Exchange
          Agreement; and
     o    consents required in connection with the Exchange.

CONDITIONS TO CLOSING OBLIGATIONS

     The  obligations  of each of DST, OMS and Janus to complete the Closing are
subject  to the  satisfaction  or waiver of a number of  conditions,  including,
among others:

     o    DST must have obtained  approval of the Share  Exchange  Agreement and
          the transactions  contemplated by the Share Exchange  Agreement by the
          affirmative  vote of the  holders  of a  majority  of the  outstanding
          shares of DST Common Stock;

     o    No action  shall  have been  taken by any  governmental  authority  of
          competent   jurisdiction   to   prohibit,   enjoin  or  restrain   the
          consummation  of the  transactions  contemplated by the Share Exchange
          Agreement;

     o    DST must have  received the Tax Opinions of each of  Sonnenschein  and
          PWC,  and Janus must have  received a tax opinion of each of Wachtell,
          Lipton,  Rosen & Katz and Ernst & Young LLP,  in each case in form and
          substance substantially as set forth in exhibits to the Share Exchange
          Agreement, dated as of the Closing Date;

     o    The consents and approvals of governmental  authorities required under
          the Hart-Scott-Rodino  Antitrust  Improvements Act of 1976, as amended
          (the "HSR Act") must have been  obtained  (or any  applicable  waiting
          period will have expired or been terminated);


     o    Certain  ancillary  agreements  to be  entered  into by and  among DST
          and/or  its  Affiliates  (other  than OMS),  on the one hand,  and OMS
          and/or Janus, on the other hand, on or prior to the Closing,  pursuant
          to which,  among  other  things,  certain  services  and goods will be
          provided  to  the  parties  to  the  Share  Exchange   Agreement  (the
          "Ancillary  Agreements")  must be executed and entered into by each of
          the parties to such  agreements  and  delivered at the Closing.  For a
          more detailed description of the Ancillary Agreements,  see "--Certain
          Ancillary Agreements;


     o    Truth and  accuracy of the  other's  representations  and  warranties,
          except for inaccuracies  that would not have a material adverse effect
          on the party making the representations; and

     o    Performance  in all  material  respects by the other  parties of their
          obligations under the agreement.

     In addition,  the  obligations of Janus to complete the Closing are subject
to the satisfaction or waiver of a number of conditions, including among others:

     o    DST must have obtained certain Required Consents;

     o    Since the date of the Share  Exchange  Agreement,  there must not have
          been any Material Adverse Effect with respect to the Business or OMS;

     o    Janus must have obtained the waiver or consent  required  under Janus'
          revolving  credit  facility to  consummate  the  Exchange  (the "Janus
          Consent");   provided  that  Janus  must  have  used  its   reasonable
          commercial efforts to obtain the such consent; and

     o    Prior  to or  at  the  Closing,  the  Reorganization  must  have  been
          completed.

     In  addition,  the  obligations  of DST and OMS to complete the Closing are
subject to the satisfaction or waiver of a number of conditions, including among
others;

     o    DST must have  entered into  customary  agreements  providing  for the
          receipt by DST of the financing  necessary to permit the funding of at
          least $150  million of the  Additional  Assets.  However,  DST may not
          assert  this   condition  in  the  event  that  it  has  breached  its
          obligations  with respect to obtaining the  financing.  See "--Certain
          Covenants and Agreements--Financing"; and

     o    DST must have  received the waiver or consent  required  under certain
          credit  facilities;  provided that DST shall have used its  reasonable
          commercial efforts to obtain the waivers or consents.


     In any  transaction  of  this  type,  management  of  either  party  to the
transaction  generally may waive a condition precedent to closing. The DST Board
has given that  authority  to  authorized  DST  officers.  DST will  recirculate
revised proxy materials and resolicit  proxies if there are any material changes
in the terms of the Exchange, including those that result from waivers.


POST CLOSING ADJUSTMENTS

     Within  30 days  after  the  Closing  Date,  DST will  deliver  to Janus an
unaudited  balance  sheet of OMS dated as of the Closing Date (the "Closing Date
Balance Sheet"). In the event that the Adjusted Shareholder's Equity (defined as
total  shareholder's  equity of OMS as of the Closing  Date less the  Additional
Assets)  reflected on the Closing  Date Balance  Sheet is less than $12 million,
DST  will pay to OMS on a  dollar-for-dollar  basis,  the  amount  necessary  to
achieve Adjusted  Shareholder's Equity of $13 million as of the Closing Date. In
the event the Adjusted  Shareholder's Equity is greater than $14 million,  Janus
will cause OMS to pay to DST, on a dollar-for-dollar basis, the amount necessary
to reduce Adjusted  Shareholder's  Equity to $13 million as of the Closing Date.
Any required  payments must be made within 30 days after receipt by Janus of the
Closing  Date  Balance  Sheet,  unless  a  Dispute  Notice  (defined  below)  is
delivered.

     If Janus disputes the amount of Adjusted  Shareholder's Equity reflected in
the Closing Date Balance Sheet,  Janus will give written notice to DST within 30
days after  Janus'  receipt of the Closing  Date  Balance  Sheet  specifying  in
reasonable  detail Janus' basis for its dispute (a "Dispute  Notice").  If Janus
submits a Dispute  Notice  within  such 30-day  period,  DST and Janus will work
together in good faith to seek to resolve the dispute. However, if Janus and DST
are unable to resolve  their  disagreement  within 15 calendar  days after DST's
receipt of a Dispute  Notice  from  Janus,  the  dispute  will be  referred  for
determination  to a  nationally  known firm of  independent  public  accountants
mutually  selected by DST and Janus (the "Dispute  Accountants")  as promptly as
practicable.  If DST and Janus are unable to agree on the  Dispute  Accountants,
then the parties agree to retain KPMG LLP. The Dispute  Accountants  will make a
written determination as to the correct amount of Adjusted Shareholder's Equity,
which will be  conclusive  and binding,  and will  prepare a final  Closing Date
Balance Sheet. DST and Janus will use reasonable commercial efforts to cause the
Dispute  Accountants to render their  decision  within 30 days of submitting the
dispute. Any payments required upon the determination by the Dispute Accountants
will be made within 10 days following the determination.

     Janus will pay the fees and  expenses  charged by the  Dispute  Accountants
unless any payment required to be made by DST is greater than $500,000, in which
case DST will pay such fees and expenses.

CERTAIN COVENANTS AND AGREEMENTS

     JANUS VOTE

     Janus has agreed to vote all shares of DST Common Stock  beneficially owned
by  Janus  in  favor  of  approval  of the  Share  Exchange  Agreement  and  the
transactions  contemplated  by the  Share  Exchange  Agreement  at  the  Special
Meeting.

     EFFORTS TO CONSUMMATE TRANSACTIONS

     Subject to the terms and  conditions of the Share  Exchange  Agreement from
time to time  whether  before,  at or for a period  of two years  following  the
Closing,  each of Janus and DST will, and will cause their respective Affiliates
to, make reasonable  commercial  efforts to do all things reasonably  necessary,
proper or advisable to consummate  and make effective as promptly as practicable
the  transactions  contemplated  by  the  Share  Exchange  Agreement,  including
completion of transfers of assets contemplated to make the Exchange complete.

     OPTIONS  TO  PURCHASE  DST  STOCK  HELD BY  BUSINESS  AND  FORMER  BUSINESS
EMPLOYEES ACCOUNTS

     DST or its relevant  Affiliate will take all steps necessary or appropriate
to cause all unexercised  options to purchase shares of DST's or its Affiliates'
stock  held  by  Business  Employees  or  Former  Business  Employees  that  are
outstanding  as of the Closing Date (the "DST  Options") not to terminate due to
or on account of the  Closing  and will  cause the DST  Options to become  fully
vested in such Business Employees or Former Business  Employees  effective as of
the  Closing.  DST  will  cause  the  DST  Options  to  remain  outstanding  and
exercisable  pursuant to their terms until their normal  expiration date, unless
such treatment is otherwise not permitted by applicable law.

     NON-SOLICITATION OF EMPLOYEES

     For three  years after the  Closing,  DST and Janus will not and will cause
each of their respective  Subsidiaries  not to, directly or indirectly,  solicit
the employment of any employee of the other or of its Subsidiaries,  without the
other's prior written consent. This non-solicitation  covenant does not apply to
(i) a general  advertisement  or solicitation  program that is not  specifically
targeted at such persons or (ii) the  solicitation  of any employee  after their
employment has been terminated.

     NO SOLICITATION

     From the date of the Share  Exchange  Agreement  until the  Closing  or the
earlier termination of the Share Exchange Agreement:

     o    other than in the Ordinary Course of Business,  DST will not, and will
          not authorize or permit any of the DST Entities or OMS to, solicit the
          submission  of any offers or  proposals  for the  Business,  OMS,  the
          Business  Assets or the Business  Liabilities  from any third party or
          otherwise pursue any offer or proposal received; and

     o    Janus  will  not,  and  will  not  authorize  or  permit  any  of  its
          Subsidiaries to, solicit the submission of offers or proposals for the
          sale of the Janus DST Shares from any third party or otherwise  pursue
          any offer or proposal received.

     USE OF NAMES

     Within 30 days after the Closing:

     o    Janus will cause OMS to change its corporate  name to a name that does
          not include the name of DST or any of its Subsidiaries; and

     o    Janus  will  have no  right  to use  the  name of DST or of any of its
          Subsidiaries,  except  that,  for a period  ending  45 days  after the
          Closing,  Janus will have the right to use any  catalogues,  sales and
          promotional  materials  and  printed  forms that use such name and are
          included in the Intellectual  Property as of the Closing, or that were
          ordered prior to the Closing for use in the Business.

     Promptly  after the  Closing  Date,  Janus will make all  filings  with the
appropriate governmental authorities to effectuate such name changes. Janus will
use its reasonable  commercial  efforts to minimize the usage of such names, and
to discontinue it as soon as  practicable  after the Closing.  To the extent any
approvals of  governmental  authorities  are  necessary to  effectuate  the name
change,  the time  limits  specified  above will be  extended by the time period
necessary  to obtain  such  approvals,  so long as Janus  begins the  process of
seeking such approval within 30 days after the Closing.

     DST SHARE VALUE DETERMINATION PERIOD

     During the 20-day period used to calculate the DST Share Value:

     o    DST will not, and will cause its Subsidiaries not to, sell or offer to
          sell any shares of DST  Common  Stock (or any  securities  convertible
          into, or whose value is determined by reference to, DST Common Stock),
          or solicit or induce  other  persons to sell or offer to sell any such
          securities,  except that this provision will not apply to transactions
          with  participants  in DST's  employee  stock option or stock purchase
          plans in a manner consistent with past practice; and

     o    Janus  will  not,  and  will  cause  its   Subsidiaries   (other  than
          Subsidiaries  involved in the  investment  advisory  business,  to the
          extent of its activities in connection  with the  investment  advisory
          business (in such capacity,  the "IAB Subsidiaries")) not to, purchase
          or offer to purchase any shares of DST Common Stock (or any securities
          convertible  into,  or whose value is  determined by reference to, DST
          Common  Stock),  or solicit or induce  other  persons  (other  than in
          connection   with  the  investment   advisory   business  of  the  IAB
          Subsidiaries) to purchase or offer to purchase any such securities.

     WAIVER

     In  consideration  of the  transactions  contemplated by the Share Exchange
Agreement,  as of the  Closing,  DST,  on  behalf  of  itself  and  each  of its
Subsidiaries  and  Affiliates  (other  than  OMS) and  their  respective  heirs,
executors, successors and assigns (the "Waiving Parties"), waives from and after
the Closing all Claims that the Waiving  Parties  had,  have or may have against
OMS and its  officers,  directors,  employees  or agents in  connection  with or
arising out of any act or omission of OMS or its officers, directors, employees,
advisers or agents, in such capacity, at or prior to the Closing. This waiver is
not  deemed a waiver  by the  Waiving  Parties  of any  rights  under  the Share
Exchange  Agreement or any of the other  agreements  contemplated  in connection
with the Share Exchange Agreement.

     DST SHARES RETAINED BY JANUS

     From and after the Closing Date until the tenth anniversary of the Closing:

     o    Janus will not,  and will cause each of its  Subsidiaries  (other than
          the IAB  Subsidiaries)  not to,  directly  own or  acquire or agree to
          acquire (other than in the course of the investment  advisory business
          of the IAB  Subsidiaries)  any shares of DST Common Stock,  which will
          have the effect of increasing the number of shares of DST Common Stock
          that Janus and its Subsidiaries (other than the IAB Subsidiaries) will
          own, in the aggregate,  following the Closing above  7,424,052  shares
          (the "Share Limit"),  subject to certain adjustments and exceptions in
          the event of certain business combinations; and

     o    Janus will not,  and will cause each of its  Subsidiaries  (other than
          the IAB  Subsidiaries) not to, sell or otherwise dispose of any shares
          of DST Common Stock, to certain  specified  persons (other than in the
          course of the investment  advisory business of the IAB  Subsidiaries),
          except for sales made on the New York Stock Exchange,  or on any other
          national  securities exchange on which the DST Common Stock is listed,
          or if not so  listed,  on the  Nasdaq  National  Market or the  Nasdaq
          Smallcap Market if DST Common Stock is admitted for trading, or if not
          so listed,  on any other exchange or inter-dealer  quotation system in
          which the  purchasers  and sellers are  anonymous  with respect to one
          another.

     FINANCING

          DST will use its  reasonable  best  efforts to secure as  promptly  as
     practicable, the financing necessary to permit the funding of at least $150
     million  of the  Additional  Assets at an initial  interest  rate of 4% per
     annum or less and a  maturity  of not less than 364 days and  otherwise  on
     reasonable and customary terms and conditions for a financing of comparable
     size and form (the "Financing").

TERMINATION

     The Share Exchange Agreement may be terminated prior to consummation of the
Closing as follows:

     o    By mutual written consent of DST and Janus;

     o    By either DST or Janus upon written notice to the other if the Closing
          has not been  consummated on or before January 30, 2004;  except where
          the  willful  act or willful  failure  to act of the party  wishing to
          terminate the Share  Exchange  Agreement or its Affiliate has been the
          cause of or resulted  in the failure of the Closing to be  consummated
          on or before January 30, 2004;

     o    By either  DST or Janus upon  written  notice to the other if DST does
          not obtain the required stockholder  approval,  except, in the case of
          DST,  if it has  breached  its  obligations  under the Share  Exchange
          Agreement  with  respect to  preparing  and filing a proxy  statement,
          convening a meeting of DST stockholders and the DST Board recommending
          approval  of  the  Share  Exchange   Agreement  and  the  transactions
          contemplated by the Share Exchange Agreement, and such breach has been
          the  cause  of or  resulted  in  the  failure  to  obtain  stockholder
          approval;

     o    By Janus upon written  notice to DST, if any of the  conditions to the
          obligations  of Janus to  consummate  the  Closing  shall have  become
          incapable of  fulfillment by January 30, 2004 and have not been waived
          in writing by Janus;

     o    By DST upon written  notice to Janus,  if any of the conditions to the
          obligations of DST and OMS to consummate the Closing shall have become
          incapable of  fulfillment by January 30, 2004 and have not been waived
          in writing by DST;

     o    By either  DST or Janus  upon  written  notice  to the other  that the
          conditions  regarding the receipt of the Tax Opinions  required by the
          Share  Exchange  Agreement  have become  incapable of  fulfillment  by
          January  30,  2004  due  to  changes  in  the  law,   regulations   or
          interpretations of the Internal Revenue Service;

     o    By Janus, if DST has not obtained the Credit Facilities Consent or the
          Financing  within  90  days  from  the  date  of  the  Share  Exchange
          Agreement;

     o    By DST, if Janus has not  obtained  the Janus  Consent  within 90 days
          from the date of the Share Exchange Agreement; or

     o    By either Janus or DST upon written  notice to the other,  if there is
          in  effect a  final,  non-appealable  order  of a court or  government
          administrative   agency   of   competent   jurisdiction    permanently
          prohibiting the consummation of the  transactions  contemplated by the
          Share Exchange Agreement.

     In the event of a final  judicial  determination  that  termination  of the
Share Exchange  Agreement was caused by an intentional and deliberate  breach of
the Share  Exchange  Agreement,  then,  in addition to other  remedies at law or
equity  for  breach of the Share  Exchange  Agreement,  the party  found to have
intentionally  and  deliberately  breached  the Share  Exchange  Agreement  will
indemnify and hold harmless the other  parties to the Share  Exchange  Agreement
for their  respective  out-of-pocket  costs,  including the reasonable  fees and
expenses of their counsel, accountants, financial advisors and other experts and
advisors,  as well as reasonable fees and expenses  incident to the negotiation,
preparation   and  execution  of  the  Share  Exchange   Agreement  and  related
documentation.

REQUIRED REGULATORY CONSENTS, APPROVALS AND FILINGS

     Certain  regulatory  consents,   approvals  and  filings  are  required  in
connection with the Closing. These include, among others:

     o    HSR Act filing by Janus with respect to the  proposed  transfer of OMS
          from DST to Janus and expiration of the applicable waiting period;

     o    Filings with the  Secretary  of State of each  applicable  state,  the
          appropriate merger or other organizational documents to accomplish the
          Reorganization;

For a  discussion  of the  filings  made and the  status  of such  filings,  see
"--Regulatory Matters" below.

OPINION OF FINANCIAL ADVISOR

     Piper Jaffray has  delivered its written  opinion to the DST Board that, as
of the date of such opinion,  the  consideration to be exchanged in the Exchange
is  fair,  from  a  financial  point  of  view,  to  DST.  See  "Background  and
Recommendation - Opinion of Financial Advisor."

TAX CONSEQUENCES

     The parties  have  acknowledged  and agreed  that no party has made,  or is
making in the Share Exchange Agreement, any representation or warranty regarding
the tax effects or tax consequences, if any, of the transactions contemplated in
the Share Exchange Agreement or in the Ancillary  Agreements and that each party
has consulted with and is relying upon its own tax advisors with respect to such
effects and consequences.  Neither DST nor Janus has any obligation to indemnify
the other for tax liabilities arising from the Exchange.

INDEMNIFICATION

     INDEMNIFICATION BY DST

     Subject to certain  limitations set forth in the Share Exchange  Agreement,
subsequent  to  the  Closing,  DST  will  indemnify  Janus  and  its  respective
Subsidiaries  and  Affiliates,   and  their  respective   officers,   directors,
employees,  agents  and  representatives,  and each of their  heirs,  executors,
successors and assigns  (collectively,  the  "Representatives")  against Damages
arising out of, resulting from or incurred in connection with or relating to:

     o    any breach of a  representation  or warranty made by DST or OMS in the
          Share Exchange Agreement or any other document delivered in connection
          with the Share Exchange Agreement;

     o    any breach of any agreement or covenant of DST or OMS contained in the
          Share Exchange Agreement;

     o    the Excluded  Liabilities,  the Excluded Assets, the Retained Business
          and any  legal,  administrative  or  arbitration  proceeding,  suit or
          action of any nature with respect thereto;

     o    any Restrictions;


     o    a certain claim by a former employee of a DST Affiliate filed with the
          U.S.  EEOC and the  Missouri  Commission  on Human  Rights for Damages
          (which would  include all costs and  expenses  that Janus may incur in
          connection with the claim) relating to alleged  discrimination against
          such employee in the workplace; and


     o    the failure of DST to obtain certain  consents to the  continuation of
          contract  rights in light of the transfer of ownership of OMS from DST
          to Janus.

     However, DST will not be liable for indemnification with respect to certain
Damages or for certain other  pre-closing  tax liabilities of OMS agreed upon by
the parties  unless and until the  aggregate  amount of these  Damages and other
pre-closing tax liabilities of OMS exceeds $5 million (the "DST Basket").  Janus
will be entitled to indemnification for all Damages and other tax liabilities in
excess of the DST Basket, subject to a limit on DST's aggregate liability,  with
respect to the Damages and other pre-closing tax liabilities  covered by the DST
Basket, of $115 million (the "DST Cap").  Neither the DST Basket nor the DST Cap
apply to pre-closing income tax liabilities of OMS agreed upon by the parties or
certain other Damages as set forth in the Share Exchange Agreement.

     INDEMNIFICATION BY JANUS

     Subject to certain  limitations set forth in the Share Exchange  Agreement,
subsequent to the Closing,  Janus will  indemnify  DST and its  Representatives,
against Damages arising out of, resulting from or incurred in connection with or
relating to:

     o    any breach of a representation  or warranty made by Janus in the Share
          Exchange  Agreement or any other document delivered in connection with
          the Share Exchange Agreement;

     o    any breach of any  agreement  or  covenant of Janus  contained  in the
          Share Exchange Agreement;

     o    any Business Liability; or

     o    Janus' operation of the Business after Closing,  but not to the extent
          resulting  from  DST's  or any of its  Affiliates'  (including  OMS's)
          actions or operations prior to the Closing.

     However,  Janus will not be liable for this indemnification with respect to
certain  Damages unless and until the aggregate  amount of these Damages exceeds
$5 million (the "Janus Basket"). DST will be entitled to indemnification for all
Damages in excess of the Janus  Basket,  subject to a limit on Janus'  aggregate
liability,  with  respect to the Damages  covered by the Janus  Basket,  of $115
million (the "Janus  Cap").  Neither the Janus Basket nor the Janus Cap apply to
certain other Damages as set forth in the Share Exchange Agreement.

CERTAIN ANCILLARY AGREEMENTS

     DST and/or its  Affiliates,  on the one hand,  and OMS and/or  Janus and/or
their  respective  Affiliates,  on the other  hand,  will enter into a number of
Ancillary  Agreements in connection with the  consummation  of the  transactions
contemplated by the Share Exchange Agreement. Under these Ancillary Agreements:

     o    Janus is assuming  DST's  obligations  under  certain  existing  lease
          guaranties and  guaranteeing  to DST OMS's  obligations  under certain
          subleases and certain other Ancillary Agreements;

     o    Each of DST and OMS may provide certain services as a subcontractor to
          the other for their respective customers;

     o    DST is subleasing to OMS certain  space,  OMS is assuming  obligations
          under certain existing leases being assigned to OMS by DST, and notice
          letters will be provided to certain landlords as required by the terms
          of the applicable leases;

     o    OMS will enter into an employment agreement with the President of OMS;

     o    OMS will grant a license to DST for certain software;

     o    OMS  and  an  Affiliate  of DST  will  exclusively  recommend  certain
          services of the other party to  potential  customers,  and DST will be
          paid certain commissions;

     o    OMS will serve as DST's subcontractor for certain services rendered to
          a customer of DST and DST Output and will  reimburse DST for its share
          of royalties  DST must pay to such entity for access to such  entity's
          databases.  DST  Output  will pay OMS its share of any  royalties  DST
          Output may receive based on certain relationships of such entity;

     o    DST will assign to OMS and OMS will assume DST's  obligations  under a
          certain agreement for software and under a lease for certain equipment
          and software and DST will sublease to OMS certain copiers and products
          leased by DST;

     o    DST will continue to provide to OMS certain data  processing  services
          on  agreed  upon   service   levels,   will  provide  to  OMS  certain
          transitional  services  for a limited  period of time to assist in the
          transition  of OMS to  Janus,  and an  Affiliate  of DST will  provide
          certain statement printing services to Janus;

     o    Responsibilities  will be  allocated  for the  handling of certain tax
          matters and liabilities between DST and OMS post Closing; and

     o    An agreement  will be entered into between OMS and an Affiliate of DST
          regarding  continuation  of  certain  services  in  support  of an OMS
          product.

JANUS PROXY

     In addition,  Janus will provide an irrevocable and continuing proxy to DST
to vote the shares of DST Common Stock  retained by Janus upon  consummation  of
the Exchange for so long as Janus owns or retains  voting rights to such shares.
A copy of this proxy is attached to this proxy statement as Appendix B.

REGULATORY MATTERS

     As discussed in "--Summary of the Share Exchange Agreement" above,  certain
regulatory  approvals and filings are required in connection with the closing of
the Exchange. The following actions have occurred to date:


     o    DST filed its HSR  notification  on September 22, 2003.  Under the HSR
          process,  the United States  Department of Justice ("DOJ") has 30 days
          after  notice is filed to issue a second  request  asking for  various
          documents and  information  from the HSR parties.  The waiting  period
          under the HSR officially  expired on October 22, 2003, with no request
          for additional information from the DOJ.

     o    Numerous  formation,  conversion and merger filings are being prepared
          in connection  with the  Reorganization  and DST intends to file these
          with the appropriate Secretary of State's offices immediately prior to
          the Exchange.


REQUIREMENT FOR STOCKHOLDER APPROVAL

     DST's  Certificate of Incorporation  requires  stockholder  approval of any
transfer or exchange to or with any "Interested  Stockholder,"  of any assets of
DST having an aggregate  fair market value  equaling or exceeding 25% or more of
the  combined  assets of DST.  Janus is  considered  an  Interested  Stockholder
because it owns more than 10% of the voting power of DST's  outstanding  capital
stock entitled to vote generally in the election of directors. After taking into
account the  additional  cash to be  transferred  to OMS in connection  with the
Exchange,  the value of the  assets to be  transferred  in  connection  with the
proposed Exchange may exceed 25% of the combined assets of DST.

REQUIRED VOTE AND THE DST BOARD'S RECOMMENDATION

     In accordance with the Delaware  Corporation  Law and DST's  Certificate of
Incorporation,  approval of this proposal  requires the affirmative  vote of the
holders  of a  majority  of the  outstanding  shares of  capital  stock that are
entitled to vote.

            THE DST BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR"
             THE PROPOSAL - APPROVAL OF THE SHARE EXCHANGE AGREEMENT
                   AND THE TRANSACTIONS CONTEMPLATED THEREBY.

                    MATERIAL FEDERAL INCOME TAX CONSEQUENCES

     The material U.S.  federal income tax  consequences  to DST with respect to
the  Reorganization  and the Exchange are summarized below. The tax consequences
of the  Reorganization  and the Exchange  will only apply to DST, OMS and Janus,
and will not apply to any other stockholder of DST. This summary is based on the
Internal Revenue Code of 1986, as amended (the "Code"), the Treasury Regulations
promulgated  thereunder,  the interpretive guidance of the IRS and the decisions
of various courts,  all as they exist as of the date hereof. It is possible that
Congress  could enact new law, the Department of Treasury or the IRS could issue
new  authorities,  or a court could issue a new decision  after the date hereof,
which would be  inconsistent  with this  summary.  Any such  changes  could have
retroactive effect.

     DST's  obligations to complete the Closing are conditioned  upon receipt by
DST of Tax Opinions from  Sonnenschein and PWC to the effect that,  although the
matter  is not free from  doubt,  the  Reorganization  and the  Exchange  should
qualify as  reorganizations  pursuant to Code ss.ss.  368 and 355,  and that DST
should  recognize no gain or loss pursuant to the  Reorganization  and Exchange.
These Tax  Opinions  will be  subject  to certain  factual  representations  and
assumptions  provided by DST and Janus.  If those  factual  representations  and
assumptions are incorrect in a material  respect,  the Tax Opinions could become
inoperative.  DST and Janus have reviewed  those facts and  assumptions on which
the Tax Opinions  will be based and are not aware of any facts or  circumstances
that would cause the representations and assumptions to be untrue.

     Certain of the Code ss. 355  requirements  such as (i) the active  trade or
business requirement;  (ii) the non-device  requirement;  and (iii) the business
purpose  requirement  were  considered  in light of the  Reorganization  and the
Exchange which includes a significant cash contribution to OMS just prior to the
Exchange.   These   requirements   are  set  forth  below  followed  by  certain
considerations related to such cash contribution.

     DST and OMS must have been  engaged  in the  active  conduct  of a trade or
business  continuously  throughout the five-year  period prior to Exchange,  and
must be  engaged in the active  conduct  of such trade or  business  immediately
after the Exchange. DST and OMS have engaged in the active conduct of a trade or
business  directly and/or through  predecessor  organizations for more than five
years,  and will continue to provide such services after the Exchange.  There is
no  requirement  that a specific  percentage  of OMS's  assets be devoted to the
active conduct of a trade or business. Nevertheless, as further set forth below,
the IRS may consider DST's  contribution  of cash to OMS in determining  whether
OMS  continues the active  conduct of its trade or business  after the Exchange.
Notwithstanding  the  contribution  of  cash to OMS,  because  DST and OMS  will
continue the active conduct of their respective trades or businesses, the active
trade or business requirement should be satisfied.

     The Exchange must not be used  principally as a device for the distribution
of DST's earnings and profits or OMS's earnings and profits.  The  determination
of whether a transaction is used principally as a device for the distribution of
earnings  and profits is made from all the facts and  circumstances.  One of the
facts  and  circumstances  is the cash  contributed  to OMS,  and the  resulting
difference in the ratios of the value of the assets not used in the active trade
or business  to the value of the assets used in the active  trade or business in
OMS and DST. OMS will have a considerably higher ratio of assets not used in its
active trade or business than will DST.  However,  this  difference in ratios is
ordinarily not evidence of device if the difference is  attributable to the need
to equalize the value of the OMS Shares distributed in the Exchange to the value
of the Janus DST Shares received in the Exchange. In addition, the Exchange will
ordinarily be considered  not to have been used  principally  as a device if, in
the absence of Code ss. 355, the  distribution of the OMS Shares would have been
treated as a redemption  under Code ss. 302. In the absence of Code ss. 355, the
Exchange  would be  treated as a  redemption  under Code ss.  302.  Because  the
contribution  of cash is  necessary  to equalize the value of the OMS Shares and
the  Janus DST  Shares,  and  because  the  transaction  would be  treated  as a
redemption  under Code ss.  302 in the  absence of Code ss.  355,  the  Exchange
should satisfy the nondevice requirement.

     The  Exchange  must be  carried  out for one or more  real and  substantial
non-federal  income tax purposes germane to the business of DST. There are real,
substantial  non-federal income tax purposes of the Exchange which are set forth
in "Background."  Accordingly,  the Exchange should satisfy the business purpose
requirement.

     Notwithstanding  the foregoing,  the amount of cash contributed to OMS is a
"fact or circumstance"  which may be taken into account in the  determination of
whether the active trade or business  requirement and the nondevice  requirement
have been  satisfied,  and for  purposes  of  assessing  the  strength  of DST's
independent  corporate  business  purpose for the  Exchange.  The amount of cash
included in OMS may also affect the  substance of the  Exchange.  A  transaction
will be taxed in accordance  with its substance,  and a transaction  which meets
the literal requirements of Code ss. 355 may be taxed otherwise if the substance
of the transaction is not within the intent of Code ss. 355.

     There is authority  under Code ss. 355 that a distributing  corporation may
contribute  cash to a  controlled  corporation  prior to a split-off  in amounts
sufficient  to equalize  the fair market  values of the stock to be exchanged in
the  split-off.  Revenue  Ruling  64-102  approved  a  split-off  after  a  cash
contribution  representing 54% of the total value of the controlled corporation,
where  the  cash   contribution   did  not  cause  changes  in  the   controlled
corporation's  business of such character as to constitute the  acquisition of a
new or different business. Revenue Ruling 71-383 approved a "substantial capital
contribution"  prior to a split-off that did not cause a change in the character
of the controlled  corporation's  business.  Thus, in Revenue Ruling. 64-102 and
71-383, the IRS permitted the contribution of substantial amounts of cash to the
controlled  corporation that was not to be used in the controlled  corporation's
active  trade  or  business.   Similarly,  Revenue  Ruling  73-44  held  that  a
transaction  qualified  under Code ss. 355 where the  active  trade or  business
represented  less than 50% of the  total  value of the  controlled  corporation,
although the  nonactive  trade or business  assets were not  investment  assets.
Based on current law, the amount of cash present here should not  disqualify DST
from  nonrecognition  treatment  under Code ss. 355 upon the Exchange.  However,
there is no specific  authority that approves a cash  contribution  in excess of
54% of the total value of the controlled corporation.

     Certain  actions of Janus and OMS after the Closing of the  Exchange  could
adversely  affect the  tax-free  status of the  Exchange to DST. In this regard,
Janus will receive  opinions  from  Wachtell,  Lipton,  Rosen & Katz and Ernst &
Young LLP to the effect that,  although  the matter is not free from doubt,  the
Exchange  should be treated as a tax-free  reorganization  under ss. 355, taking
into account  representations  made by OMS and Janus as to their  intentions for
use of the cash contributed to OMS and other post-Closing  activities.  However,
DST will have no control over  actions  taken by OMS and Janus after the Closing
of the Exchange that might adversely affect the tax treatment of the Exchange to
DST.

NO PRIVATE LETTER RULING

     DST did not and will not  request  a  Private  Letter  Ruling  from the IRS
concerning the federal tax consequences of the  Reorganization and the Exchange.
In preliminary  conversations with representatives of PWC and Sonnenschein,  and
without  a review  of the  specific  facts and  circumstances  of the  Exchange,
representatives  of the IRS  indicated  that it would be  unlikely  that the IRS
would issue a favorable  Private Letter Ruling on a transaction  with the amount
of cash present in the Exchange. DST did not submit the information necessary to
obtain a Private  Letter  Ruling,  and the IRS did not have all of the facts and
circumstances concerning the Exchange.

     The IRS may examine  DST's U.S.  federal  income tax return for the taxable
year in which the  Reorganization  and the Exchange occur at any time during the
three years after DST files such tax return. DST may under certain circumstances
agree to extend this  three-year  period.  In such an  examination,  the IRS may
examine DST's reporting of the Exchange as a tax-free  reorganization under Code
ss.355. The preliminary  conversation with the IRS described above neither limit
nor expand the legal  requirements for the timing or scope of, or the procedures
used in, any such IRS examination of DST.

TAX OPINIONS

     As set forth  above,  DST will receive the Tax Opinions to the effect that,
although the matter is not free from doubt, the  Reorganization and the Exchange
should  be tax  free  to  DST.  The  Tax  Opinions  are  based  upon  PWC's  and
Sonnenschein's  evaluation of facts under the  applicable  Treasury  Regulations
which  require  consideration  of "all the  facts and  circumstances"  and which
provide that certain  requirements will "ordinarily" be satisfied by facts which
are present in the Exchange.  There are, however,  no Code provisions,  Treasury
Regulations,  IRS  rulings  or  guidelines  or  other  authorities  approving  a
transaction  under Code ss. 355 with the amount of cash present in the Exchange.
In the absence of any such authorities or a Private Letter Ruling,  the tax-free
treatment of the Exchange is not free from doubt,  and PWC and  Sonnenschein are
unable to issue  unqualified  tax opinions that the Exchange will be tax-free to
DST.

     The Tax  Opinions  are not binding on the IRS. As a result,  it is possible
that the IRS could take a position which is contrary to the Tax Opinions. If the
IRS were to take such a contrary position and prevail,  then DST could recognize
gain on the  Reorganization  and Exchange as if DST sold the OMS Shares for fair
market value to Janus. DST estimates,  that under those circumstances,  it would
recognize  a gain of  approximately  $104  million  and incur  federal and state
income tax liabilities of approximately $41.6 million.




                             SELECTED FINANCIAL DATA


SELECTED COMBINED FINANCIAL DATA

     The following table sets forth selected combined financial data of OMS. The
selected  combined  balance  sheet data as of December 31, 2002 and 2001 and the
selected  combined income  statement data for the years ended December 31, 2002,
2001 and 2000 were derived from OMS's audited combined financial  statements and
the  related  notes  thereto  which are  included  in  Appendix  E of this proxy
statement.  The selected combined balance sheet data as of December 31, 2000 and
1999 were derived from OMS's audited combined financial statements, not included
herein. The selected combined balance sheet data as of December 31, 1998 and the
selected  combined  income  statement data for the years ended December 31, 1999
and 1998 were derived from OMS's unaudited  combined financial  statements,  not
included  herein.  The data for the six months  ended June 30, 2003 and 2002 has
been derived from OMS's unaudited  condensed combined financial  statements also
included herein as Appendix D and which,  in the opinion of management,  include
all adjustments,  consisting only of normal recurring adjustments, necessary for
a fair statement of the results for the unaudited interim periods. This selected
combined  financial data should be read in conjunction  with and is qualified by
reference to OMS's audited combined  financial  statements,  including the notes
thereto, and the report of independent accountants thereon.


                                  FOR THE SIX MONTHS
                                      ENDED JUNE 30,                                   YEAR ENDED DECEMBER 31,
                               ------------- -------------    ------------------------------------------------------------------
                                   2003          2002            2002          2001          2000          1999          1998
                                   ----          ----            ----          ----          ----          ----          ----
                                                                    (dollars in thousands)
                                                                                                
Total revenues                 $   44,524    $   56,065       $  105,698    $  112,032    $  120,986    $   95,234   $   68,792

Cost and expenses                  41,278        50,961           95,844       102,643       110,152        85,424       61,154
Depreciation and
  Amortization                      1,808         2,173            5,249         4,550         3,966         2,989        2,304
                               ----------    ----------       ----------    ----------    ----------    ----------   ----------
Income from operations              1,438         2,931            4,605         4,839         6,868         6,821        5,334

Interest expense                       (1)          (83)            (113)         (816)         (821)         (839)        (561)
Other income (expense,)
  Net                                  97        (1,133)               2          (103)         (170)          (52)           7
                               ----------    ----------       ----------    ----------    ----------    ----------   ----------
Income before income
  Taxes                             1,534         1,715            4,494         3,920         5,877         5,930        4,780

Income taxes                          606           705            1,846         1,559         2,501         2,440        1,968
                               ----------    ----------       ----------    ----------    ----------    ----------   ----------
Net income                     $      928    $    1,010       $    2,648    $    2,361    $    3,376    $    3,490   $    2,812
                               ==========    ==========       ==========    ==========    ==========    ==========   ==========
Total assets                   $   22,428    $   23,619       $   23,239    $   23,084    $   29,839    $   24,916   $   16,048
Long-term obligations                 392           196                0         7,244         9,616         4,887          690




               UNAUDITED PRO FORMA CONDENSED FINANCIAL STATEMENTS

     The following unaudited pro forma condensed financial  statements are based
on the  historical  consolidated  balance sheets and statements of income of DST
and OMS, adjusted to give effect to the Exchange.

     The unaudited pro forma  condensed  statements of income for the six months
ended  June 30,  2003 and for the year  ended  December  31,  2002  reflect  the
historical results of operations of DST less the historical operations of OMS as
if the Exchange occurred at the beginning of the earliest period presented.  The
unaudited pro forma condensed  statements of income for the years ended December
31, 2001 and 2000 reflect OMS as a discontinued operation and do not reflect the
Exchange.

     The unaudited  pro forma  condensed  combined  balance sheet as of June 30,
2003 assumes that the Exchange occurred as of that date.

     The following unaudited pro forma condensed financial  statements have been
prepared  from,   and  should  be  read  in  conjunction   with  the  historical
consolidated  financial  statements  and notes  thereto of DST  appearing in its
Annual  Report on Form 10-K for the year ended  December 31, 2002 and  Quarterly
Report on Form 10-Q for the quarter ended June 30, 2003,  which are incorporated
in this proxy  statement by reference,  and the  historical  combined  financial
statements and notes of OMS for the six months ended June 30, 2003 and the three
years ended  December 31, 2002 included in this proxy  statement as Appendices D
and E, respectively.  These unaudited pro forma condensed  financial  statements
are presented for illustrative purposes only and are not necessarily  indicative
of the operating results or financial  position that would have occurred had the
Exchange been  consummated on the dates  indicated in the preceding  paragraphs,
and are not necessarily  indicative of the future operating results or financial
position of DST.






                                       DST
                   UNAUDITED PRO FORMA CONDENSED BALANCE SHEET
                                  JUNE 30, 2003
                 (DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS)

                                                                                     ADJUSTMENTS
                                                                            -----------------------------
                                                                                              ADDITIONAL
                                                             DST               OMS              ASSETS            PRO FORMA
                                                         ------------       -----------       -----------       ------------
                                                                                                     
ASSETS
Current Assets
   Cash and cash equivalents                             $      72.6        $                 $                  $      72.6
   Transfer agency investments                                  59.3                                                    59.3
   Accounts receivable                                         405.4               12.8                                392.6
   Other current assets                                        119.1                3.5                                115.6
                                                         -----------        -----------       -----------        -----------
                                                               656.4               16.3                                640.1
Investments                                                  1,191.9                                                 1,191.9
Properties                                                     588.4                5.0                                583.4
Goodwill                                                       261.2                                                   261.2
Intangibles                                                    128.3                                                   128.3
Other assets                                                    34.2                1.1              21.2(3)(6)         54.3
                                                         -----------        -----------       -----------        -----------
   Total assets                                          $   2,860.4        $      22.4       $      21.2        $   2,859.2
                                                         ===========        ===========       ===========        ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
   Debt due within one year                              $     126.4        $                 $                  $     126.4
   Transfer agency deposits                                     59.3                                                    59.3
   Accounts payable                                            119.3                3.0                                116.3
   Accrued compensation and benefits                            92.7                1.6                                 91.1
   Deferred revenues and gains                                  94.4                                                    94.4
   Other liabilities                                           109.6                5.4              12.7(3)(4)        116.9
                                                         -----------        -----------       -----------        -----------
                                                               601.7               10.0              12.7              604.4
Long-term debt                                                 408.2                              1,020.4(3)         1,428.6
Deferred income taxes                                          330.8                                                   330.8
Other liabilities                                               93.8                0.4                                 93.4
                                                         -----------        -----------       -----------        -----------
                                                             1,434.5               10.4           1,033.1            2,457.2
                                                         -----------        -----------       -----------        -----------
Commitments and contingencies                            -----------        -----------       -----------        -----------

Stockholders' equity
  Common stock, $0.01 par; 300 million shares
     authorized, 127.6 million shares issued                     1.3                                                     1.3
  Additional paid-in capital                                   362.8                                  0.6(6)           363.4
  Retained earnings                                          1,273.6               12.0             101.9(6)         1,363.5
  Treasury stock (44.3 million and 8.0 million
    shares, respectively), at cost                            (458.3)                            (1,114.4)(1)       (1,572.7)
  Accumulated other comprehensive income                       246.5                                                   246.5
                                                         -----------        -----------       -----------        -----------
    Total stockholders' equity                               1,425.9               12.0          (1,011.9)             402.0
                                                         -----------        -----------       -----------        -----------
    Total liabilities and stockholders' equity           $   2,860.4        $      22.4       $      21.2        $   2,859.2
                                                         ===========        ===========       ===========        ===========

  See accompanying notes to unaudited pro forma condensed financial statements.







                                                              DST
                                      UNAUDITED PRO FORMA CONDENSED STATEMENTS OF INCOME
                                           FOR THE SIX MONTHS ENDED JUNE 30, 2003
                                          (IN MILLIONS, EXCEPT PER SHARE AMOUNTS)

                                                                             ADJUSTMENTS
                                                                    -----------------------------
                                                                                       ADDITIONAL
                                                     DST               OMS(2)            ASSETS          PRO FORMA
                                                 -----------        -----------       -----------        ----------


                                                                                             
Total revenues                                   $   1,236.8        $      44.5       $                  $   1,192.3

Costs and expenses                                   1,013.9               41.5                                972.4
Depreciation and amortization                           71.7                1.6                                 70.1
                                                 -----------        -----------       -----------        -----------
Income from operations                                 151.2                1.4                                149.8

Interest expense                                        (6.5)                               (20.8)(3)          (27.3)
Other income, net                                       10.1                0.1                                 10.0
Equity in earnings of unconsolidated affiliates          3.4                                                     3.4
                                                 -----------        -----------       -----------        -----------
Income (loss) before income taxes                      158.2                1.5             (20.8)             135.9
Provision (benefit) for income taxes                    53.8                0.6              (8.1)(4)           45.1
                                                 -----------        -----------       -----------        -----------
Net income (loss) from continuing operations     $     104.4        $       0.9       $     (12.7)       $      90.8
                                                 ===========        ===========       ===========        ===========

Average common shares outstanding                      119.0                                (32.3)(5)           86.7
Diluted shares outstanding                             120.2                                (32.3)(5)           87.9

Basic earnings per share                         $      0.88        $                 $       0.39(7)    $      1.05
Diluted earnings per share                       $      0.87        $                 $       0.39(7)    $      1.03



  See accompanying notes to unaudited pro forma condensed financial statements.






                                                                  DST
                                           UNAUDITED PRO FORMA CONDENSED STATEMENT OF INCOME
                                                     FOR YEAR ENDED DECEMBER 2002
                                                (IN MILLIONS, EXCEPT PER SHARE AMOUNTS)

                                                                              ADJUSTMENTS
                                                                     ----------------------------
                                                                                       ADDITIONAL
                                                       DST              OMS(2)           ASSETS           PRO FORMA
                                                   ------------      -----------       ----------         ---------


                                                                                             
Total revenues                                     $   2,383.8       $     105.7                         $   2,278.1

Costs and expenses                                     1,936.7              95.8                             1,840.9
Depreciation and amortization                            143.8               5.3                               138.5
                                                   -----------       -----------       -----------       -----------
Income from operations                                   303.3               4.6                               298.7

Interest expense                                         (13.4)             (0.1)            (41.5)(3)         (54.8)
Other income, net                                         20.2                                                  20.2
Equity in earnings of unconsolidated affiliates            6.5                                                   6.5
                                                   -----------       -----------       -----------       -----------
Income (loss) before income taxes                        316.6               4.5             (41.5)            270.6
Provision (benefit) for income taxes                     107.6               1.9             (16.2)(4)          89.5
                                                   -----------       -----------       -----------       -----------
Net income (loss) from continuing operations       $     209.0       $       2.6       $     (25.3)      $     181.1
                                                   ===========       ===========       ===========       ===========

Average common shares outstanding                        120.0                               (32.3)(5)          87.7
Diluted shares outstanding                               121.7                               (32.3)(5)          89.4

Basic earnings per share                           $      1.74       $                 $      0.78(7)    $      2.06
Diluted earnings per share                         $      1.72       $                 $      0.78(7)    $      2.03



  See accompanying notes to unaudited pro forma condensed financial statements.










                                       DST
                UNAUDITED PRO FORMA CONDENSED STATEMENT OF INCOME
                          FOR YEAR ENDED DECEMBER 2001
                     (IN MILLIONS, EXCEPT PER SHARE AMOUNTS)

                                                     ADJUSTMENTS
                                                     -----------
                                            DST         OMS(2)       PRO FORMA
                                       -----------    ----------     ----------

Total revenues                         $  2,380.7     $    112.0     $  2,268.7

Costs and expenses                        1,927.8          102.6        1,825.2
Depreciation and amortization               159.4            4.6          154.8
                                       ----------     ----------     ----------

Income from operations                      293.5            4.8          288.7

Interest expense                             (7.5)          (0.8)          (6.7)
Other income, net                            36.2                          36.2
Gain on sale of PAS                          32.8                          32.8
Equity in earnings of
 unconsolidated affiliates                   (1.5)                         (1.5)
                                       ----------     ----------     ----------
Income before income taxes                  353.5            4.0          349.5
Income taxes                                125.3            1.6          123.7
                                       ----------     ----------     ----------

Net income from continuing operations  $    228.2     $      2.4     $    225.8
                                       ==========     ==========     ==========

Average common shares outstanding           122.6                         122.6
Diluted shares outstanding                  126.0                         126.0

Basic earnings per share               $     1.86     $              $     1.84
Diluted earnings per share             $     1.81     $              $     1.79



  See accompanying notes to unaudited pro forma condensed financial statements.






                                       DST
                UNAUDITED PRO FORMA CONDENSED STATEMENT OF INCOME
                          FOR YEAR ENDED DECEMBER 2000
                     (IN MILLIONS, EXCEPT PER SHARE AMOUNTS)



                                                     ADJUSTMENTS
                                                     -----------
                                            DST         OMS(2)       PRO FORMA
                                       -----------    ----------     ----------

Total revenues                         $  1,968.7     $    121.0     $  1,847.7

Costs and expenses                        1,575.5          110.1        1,465.4
Depreciation and amortization               128.6            4.0          124.6
                                       ----------     ----------     ----------
Income from operations                      264.6            6.9          257.7

Interest expense                             (5.6)          (0.8)          (4.8)
Other income, net                            66.3           (0.2)          66.5
Equity in earnings of
 unconsolidated affiliates                   11.4                          11.4
                                       ----------     ----------     ----------
Income before income taxes                  336.7            5.9          330.8
Income taxes                                120.9            2.5          118.4
                                       ----------     ----------     ----------
Net income from continuing operations  $    215.8     $      3.4     $    212.4
                                       ==========     ==========     ==========

Average common shares outstanding           125.3                         125.3
Diluted shares outstanding                  129.4                         129.4

Basic earnings per share               $     1.72     $              $     1.70
Diluted earnings per share             $     1.67     $              $     1.64


  See accompanying notes to unaudited pro forma condensed financial statements.






                                       DST

           NOTES TO UNAUDITED PRO FORMA CONDENSED FINANCIAL STATEMENTS


1.   On August 25, 2003, DST, OMS (a  wholly-owned  subsidiary of DST) and Janus
     entered into a Share  Exchange  Agreement that provides for the exchange of
     all of the  outstanding  shares of OMS owned by DST for 32.3 million shares
     of DST Common  Stock  owned by Janus.  The  Exchange  has been  designed to
     comply with  Section 355 of the Internal  Revenue  Code,  accordingly,  DST
     should not incur  income tax relating to the  split-off  of OMS.  Under the
     terms of the Share Exchange Agreement,  the Janus DST Shares will be valued
     at a price  ranging  from $30.00 to $34.50 per share,  based on the average
     closing  price  for  the 20  trading  days  preceding  the  Closing  of the
     Exchange.  DST will equalize the difference between the negotiated value of
     OMS of $115.0 million and the gross transaction value, which can range from
     $969.0 million to $1,114.4  million,  with cash ranging from $854.0 million
     to $999.4 million (Additional  Assets).  The pro forma financial statements
     are prepared assuming a $34.50 share price.



     DST will contribute cash sufficient to equalize the difference  between the
     negotiated  value of OMS of $115  million and the final  transaction  value
     determined  for the  Exchange.  Following  is a  summary  of the  different
     amounts  of  Additional  Assets  that  will  be  contributed  to OMS  using
     different DST Common Stock share prices to value the  transaction  (dollars
     in millions, except share prices):


      DST COMMON STOCK                       ADDITIONAL     TOTAL EXCHANGE
        SHARE PRICE        FMV OF OMS          ASSETS           VALUE
     -----------------     ----------        ----------     --------------
            $30.00           $115.0            $854.0             $969.0
            $32.25           $115.0            $926.7           $1,041.7
            $34.50           $115.0            $999.4           $1,114.4

2.   Reflects the historical operations of OMS for the six months ended June 30,
     2003 and for the  years  ended  December  31,  2002,  2001 and 2000 and the
     financial  position  of  OMS  at  June  30,  2003,  respectively.  The  OMS
     divestiture is considered a discontinued operation.

3.   Reflects  the annual  interest  expense  of $41.5  million  resulting  from
     funding the  contribution of the Additional  Assets ($999.4 million) to OMS
     assuming a transaction  value based on $34.50 per share of DST Common Stock
     at Closing.  The  interest  expense for the six month period ended June 30,
     2003 is $20.8 million based on the following calculation. DST will fund the
     Additional Assets as follows (dollars in millions):

                                                PRINCIPAL  INTEREST     INTEREST
                   DEBT ISSUED                   AMOUNT      RATE       EXPENSE
                   -----------                  ---------  --------     --------
     Convertible notes                           $840.0     3.95%       $  33.2
     Unsecured revolving credit facility draws    180.4     2.75%           4.9
                                                -------                 -------
       Total                                    1,020.4                    38.1
     Less debt issuance costs                     (21.0)  5-7 years         3.4
                                                -------                 -------
       Net                                       $999.4                   $41.5
                                                =======                 =======

     The  debt  issuance  costs  represents  2.5%  of the  offering  paid to the
     underwriters.  The DST unsecured  revolving credit facility is subject to a
     variable  interest  rate. It should be noted that the  unsecured  revolving
     credit  facility  would be  $107.7  million  and $35.0  million  based on a
     transaction  value  of  $32.25  and  $30.00  per DST  Common  Stock  share,
     respectively.  The effect of a 1/8%  variance in the  interest  rate on net
     income is $0.2 million, $0.1 million, and $0 million based on a transaction
     value of $34.50, $32.25 and $30.00 per share, respectively.

4.   Reflects  the  income  tax  effects  of the pro forma  adjustments  for the
     Additional Assets at DST's statutory income tax rate of 39%.

5.   Reflects the reduction in average and diluted  shares  outstanding  of 32.3
     million shares in accordance with the Share Exchange Agreement.

6.   The  accompanying  pro  forma  income  statements  do not  reflect a $102.6
     million gain expected to be realized from the Share Exchange Agreement. The
     gain has not been  reflected in the pro forma income  statements  given the
     non-recurring  nature of the gain. The accompanying pro forma balance sheet
     reflects the net gain in retained earnings as of June 30, 2003 and reflects
     the following (in millions):


                   DESCRIPTION                                AMOUNT
                   -----------                                ------

     FMV of OMS                                              $  115.0
     Investment in OMS basis                                    (12.0)
     Stock option compensation expense ($0.6), net of
     tax 39% ($0.2)                                              (0.4)
                                                             --------
        Net gain on transaction                              $  102.6
                                                             ========

     The $0.2  million  deferred  tax asset is shown as an  adjustment  to other
     assets in the accompanying pro forma balance sheet.

7.   The debentures are convertible under certain  circumstances  into shares of
     DST Common Stock per $1,000 original  principal  amount of debentures at an
     initial  conversion rate of 20.3732  shares,  each subject to adjustment in
     certain events. This is equivalent to an initial conversion price of $49.08
     per  share  for the  debentures.  Upon  conversion,  DST has the  right  to
     deliver,  in lieu of DST Common Stock,  cash or any combination of cash and
     DST Common Stock. If the conversion criteria were met, the debentures would
     be  convertible  to  17,113,488  shares  of DST  Common  Stock.  Since  the
     conversion  criteria  is not  met,  the  shares  are not  reflected  in the
     earnings per share.  Management  currently intends to pay cash in the event
     the debt is put.







             PRINCIPAL STOCKHOLDERS AND STOCKHOLDINGS OF MANAGEMENT

     As of the Record  Date,  DST had  outstanding  [115,671,587]  shares of DST
Common Stock.  The following table sets forth  information as of the Record Date
concerning the beneficial ownership of DST Common Stock by: (i) stockholders who
have  publicly  filed a report  acknowledging  ownership  of more than 5% of the
outstanding DST Common Stock; (ii) the directors and certain executive  officers
of DST;  and (iii) all of DST's  executive  officers  and  directors as a group.
Except as  otherwise  noted,  the holders have sole power to vote and dispose of
the shares. For purposes of incorporating a DST subsidiary in a foreign country,
each of several DST officers  holds a single share of such  subsidiary's  stock.
Such holdings  constitute less than 1% of the subsidiary's  stock. No officer or
director of DST owns any equity securities of any other subsidiary of DST.

[TABLE TO BE UPDATED AS OF RECORD DATE]

---------------------------------------------------- ------------ ------------
                NAME AND ADDRESS                      SHARES OF
                                                         DST
                                                       COMMON      PERCENT OF
                                                       STOCK(1)     CLASS(2)
---------------------------------------------------- ------------ ------------
Janus Capital Group Inc. ("Janus")(3)
---------------------------------------------------- ------------ ------------
George L. Argyros(4)
---------------------------------------------------- ------------ ------------
A. Edward Allinson(5)
     DST Director
---------------------------------------------------- ------------ ------------
Michael G. Fitt(6)
     DST Director
---------------------------------------------------- ------------ ------------
Donald J. Kenney(7)
     President and Chief Executive Officer
     ("CEO") of EquiServe, Inc. ("EquiServe")(8)
---------------------------------------------------- ------------ ------------
Thomas A. McCullough(9)
     Executive Vice President and Chief
     Operating Officer ("COO") of DST,
     DST Director
---------------------------------------------------- ------------ ------------
Thomas A. McDonnell(10)
     President and CEO of DST, DST Director
---------------------------------------------------- ------------ ------------
William C. Nelson(11)
     DST Director
---------------------------------------------------- ------------ ------------
Travis E. Reed(12)
     DST Director
---------------------------------------------------- ------------ ------------
Charles W. Schellhorn(13)
     President and CEO of DST Output(14);
     President of Argus Health Systems, Inc.
     ("Argus")(15)
---------------------------------------------------- ------------ ------------
M. Jeannine Strandjord(16)
     DST Director
---------------------------------------------------- ------------ ------------
J. Michael Winn
     Managing Director of DST International
     Limited ("DSTi")(17)
---------------------------------------------------- ------------ ------------
All Executive Officers and Directors as a Group
 (16 Persons)(18)
---------------------------------------------------- ------------ ------------

-----------------
*        Less than 1% of outstanding DST Common Stock

(1)  Pursuant to Rule 13d-3 under the Exchange  Act, as amended,  share  amounts
     shown for DST's  executive  officers and  directors  include  shares of DST
     Common  Stock they may  acquire  upon the  exercise  of  options  which are
     exercisable at the Record Date or will become exercisable within 60 days of
     such date and shares of DST Common  Stock  they hold  indirectly  under the
     Plans  or  otherwise.   An  executive  officer  has  disclaimed  beneficial
     ownership of certain shares which are owned by a family member.

(2)  The  percentage  for each  person or group is based on the number of shares
     outstanding  as of the Record Date plus  securities of such  stockholder(s)
     deemed outstanding pursuant to Rule 13d-3(d)(1) under the Exchange Act.

(3)  The address of Janus is 100  Fillmore  Street,  Suite 300 Denver,  Colorado
     80206-4923. The information is based on Amendment No. 3 filed September 10,
     2003, to Schedule 13D filed July 10, 2000.

(4)  Mr. Argyros  formerly served as a director of DST. Mr. Argyros'  address is
     949 South Coast Drive, Suite 600, Costa Mesa,  California 92626. The number
     of  shares  of DST  Common  Stock is based on  information  in a Form 4 for
     November  2001 filed by Mr.  Argyros,  and on  information  provided by Mr.
     Argyros to DST on February 27, 2002. The shares consist of 4,679,152 shares
     held by Mr.  Argyros,  900 shares  held by the Leon and Olga  Argyros  1986
     Trust, 536,502 shares held by the Argyros Foundation, 4,261,000 shares held
     by HBI Financial, Inc., and 1,686 shares held by GLA Financial Corporation.
     Mr.  Argyros  disclaims  beneficial  ownership  of the  shares  held by the
     Argyros Foundation and the Leon and Olga Argyros 1986 Trust.

(5)  Mr.  Allinson's  beneficial  ownership  includes  14,000 shares that may be
     acquired  through options that are  exercisable or will become  exercisable
     within 60 days of the Record Date.

(6)  Mr. Fitt's beneficial  ownership includes 7,500 shares that may be acquired
     through options that are exercisable or will become  exercisable  within 60
     days of the Record Date and 27,327 shares held in a trust.

(7)  Mr.  Kenney's  beneficial  ownership  includes  100,000  shares that may be
     acquired  through options that are  exercisable or will become  exercisable
     within 60 days of the Record Date.

(8)  EquiServe is a wholly-owned subsidiary of DST.

(9)  Mr. McCullough's  beneficial  ownership includes 204,668 shares that may be
     acquired  through options that are  exercisable or will become  exercisable
     within 60 days of the Record Date.

(10) Mr.  McDonnell's  beneficial  ownership includes 365,215 shares that may be
     acquired  through options that are  exercisable or will become  exercisable
     within  60 days of the  Record  Date and  41,022  shares  allocated  to his
     account in the DST ESOP.

(11) Mr.  Nelson's  beneficial  ownership  includes  30,294  shares  that may be
     acquired  through options that are  exercisable or will become  exercisable
     within 60 days of the  Record  Date and 200  shares  held in an  individual
     retirement account.

(12) Mr. Reed's beneficial  ownership includes 5,000 shares that may be acquired
     through options that are exercisable or will become  exercisable  within 60
     days of the Record Date,  2,500 shares held in a trust, and 675 shares held
     by Glendon  Triverton,  Inc.  of which Mr. Reed is the  president  and sole
     shareholder.

(13) Mr. Schellhorn's  beneficial  ownership includes 223,806 shares that may be
     acquired  through options that are  exercisable or will become  exercisable
     within  60 days of the  Record  Date and  27,206  shares  allocated  to his
     account in the DST ESOP.

(14) DST Output is a wholly-owned subsidiary of DST.

(15) DST is a 50% owner of Argus.

(16) Ms.  Strandjord's  beneficial  ownership  includes 7,500 shares that may be
     acquired  through options that are  exercisable or will become  exercisable
     within 60 days of the Record Date and 1,000 shares held in a trust.

(17) DSTi is a wholly-owned subsidiary of DST.

(18) The beneficial ownership of all executive officers and directors as a group
     includes  1,375,795  shares that may be acquired by the executive  officers
     and  directors   through  options  that  are  exercisable  or  will  become
     exercisable  within 60 days of the Record Date.  It also  includes  126,458
     shares  allocated to the DST ESOP  accounts of  executive  officers and the
     spouse  of  an  executive   officer,   and  37,835  shares  otherwise  held
     indirectly.  Individuals in the group have disclaimed  beneficial ownership
     as to a total of 5,385 of the shares.






                                  OTHER MATTERS

STOCKHOLDER PROPOSALS.  Stockholders may as described below submit proposals for
consideration  at a stockholders'  meeting.  No stockholder  proposals are being
considered at this Special Meeting.

     INCLUSION  OF  STOCKHOLDER  PROPOSALS  IN THE  2004  ANNUAL  MEETING  PROXY
STATEMENT.  If a stockholder  desires to have a proposal included in DST's proxy
statement  for the  annual  meeting  of  stockholders  to be held in  2004,  the
Corporate  Secretary of DST must receive such proposal on or before November 28,
2003,  and the proposal must comply with the  applicable  SEC laws and rules and
the  procedures  set forth in the DST  By-laws.  DST will  require any  proposed
nominee for election as a director or stockholder proposing a nominee to furnish
a consent  of the  nominee  and may  reasonably  require  other  information  to
determine  the  eligibility  of a proposed  nominee to serve as a director or to
properly  complete any proxy or information  statement used for the solicitation
of proxies.

     TIMELY  NOTICE TO DST OF  NOMINATIONS  FOR DIRECTOR  AND OTHER  STOCKHOLDER
PROPOSALS.  The DST By-laws  provide that a stockholder  proposal  (other than a
proposal  requested to be set forth in the proxy statement,  as noted above) may
not be made at an annual  meeting  unless  the  Corporate  Secretary  of DST has
timely  received it. A proposal to nominate a director is timely if received not
less  than 60 days nor more  than 90 days  prior to the  meeting,  and any other
proposal  is  timely  if  received  not less than 90 days nor more than 120 days
prior to the meeting;  provided,  however,  that in the event that the DST Board
designates the meeting to be held at a date other than the second Tuesday in May
and gives notice of or publicly  discloses  the date of the meeting less than 60
days prior to its  occurrence,  the Corporate  Secretary of DST must receive the
written  proposal not later than the close of business on the 15th day following
the date of the notice or public disclosure of the meeting date, whichever first
occurs.

     Under these  requirements,  proposals  (other than proposals  submitted for
inclusion in the proxy  statement) to be timely for the 2004 annual meeting must
be received by the Corporate  Secretary of DST no earlier than February 11, 2004
and no later than March 12, 2004 if they pertain to nominees for director and no
earlier  than  January  12,  2004 and no later than  February  11,  2004 if they
pertain to proposals other than director nominations.

     CONTENTS OF NOTICE OF PROPOSAL.  A stockholder proposal must be in the form
of a written notice of proposal.  The required  contents of the notice depend on
whether the proposal  pertains to nominating a director or to other business.  A
stockholder's notice pertaining to the nomination of a director shall set forth:
(a) as to each nominee whom the stockholder proposes to nominate for election or
re-election as a director,  (i) the name,  age,  business  address and residence
address of the nominee,  (ii) the  principal  occupation  or  employment  of the
nominee,  (iii) the class and number of shares of capital  stock of DST that are
beneficially owned by the nominee, and (iv) any other information concerning the
nominee that would be required, under the rules of the SEC, in a proxy statement
soliciting  proxies for the election of such nominee;  (b) as to the stockholder
giving the  notice,  (i) the name and address of the  stockholder,  and (ii) the
class and number of shares of capital stock of DST that are  beneficially  owned
by the  stockholder and the name and address of record under which such stock is
held;  and (c) the  signed  consent of the  nominee  to serve as a  director  if
elected.

     A stockholder's notice concerning business other than nominating a director
shall set forth as to each matter the  stockholder  proposes to bring before the
meeting (a) a brief description of the business desired to be brought before the
meeting and the reasons for  conducting  such  business at the meeting,  (b) the
name and address of the stockholder  proposing such business,  (c) the class and
number of  shares of  capital  stock of DST that are  beneficially  owned by the
stockholder  and the name and address of record  under which such stock is held,
and (d) any material interest of the stockholder in such business.  The Chairman
of the annual meeting has the power to determine  whether the proposed  business
is an appropriate subject for and was properly brought before the meeting.

SECTION 16(A) BENEFICIAL  OWNERSHIP REPORTING  COMPLIANCE.  Section 16(a) of the
Exchange Act requires  DST's  directors  and certain of its  officers,  and each
person,  legal or natural,  who owns more than 10% of DST Common Stock (each,  a
"Reporting  Person"),  to file reports of such ownership with the SEC, the NYSE,
and DST. Based solely on review of the copies of such reports  furnished to DST,
and written  representations  relative to the filing of certain forms, no person
other than James P. Horan, a DST senior vice president,  was late in filing such
a report for fiscal year 2002. Mr. Horan exercised  options for 60,000 shares on
February 7, 2002 and reported the exercise on a Form 4 for March 2002.

HOUSEHOLDING FOR BROKER  CUSTOMERS.  Pursuant to the rules of the SEC,  services
that deliver DST's  communications  to Broker  Customers may deliver to multiple
stockholders  sharing the same  address a single copy of DST's proxy  statement.
DST will  promptly  deliver upon written or oral request a separate  copy of the
proxy statement to any stockholder at a shared address to which a single copy of
the documents was delivered.  Written  requests may be made to the DST Corporate
Secretary,  333 West 11th Street, Kansas City, Missouri 64105, and oral requests
may be made by calling the DST Corporate  Secretary's  Office at (816) 435-4636.
Any stockholder  who wants to receive  separate copies of the proxy statement in
the future,  or any stockholder who is receiving  multiple copies and would like
to receive only one copy per household,  should contact the stockholder's  bank,
broker or other nominee holder of record.

                       WHERE YOU CAN FIND MORE INFORMATION

     DST files annual, quarterly and current reports, proxy statements and other
information  with the SEC.  These  filings are  available to the public over the
Internet at the SEC's web site at http://www.sec.gov. You may also read and copy
any document we file at the SEC's public reference room at Room 1024,  Judiciary
Plaza, 450 Fifth Street,  N.W.,  Washington,  D.C. 20549. Please call the SEC at
1-800-SEC-0330  for further  information on the public reference room. Copies of
such  information can be obtained by mail from the public  reference room of the
SEC at 450 Fifth Street, N.W.,  Washington,  D.C. 20549 at prescribed rates. The
reports and other  information filed by DST can also be inspected at the offices
of the New York Stock Exchange, 20 Broad Street, New York, New York 10005. DST's
Internet  address  is  WWW.DSTSYSTEMS.COM  .  Through  this  website,  DST makes
available, free of charge, its Annual Reports on Form 10-K, Quarterly Reports on
Form 10-Q and Current  Reports on Form 8-K, and amendments to those reports,  as
soon as reasonably  practicable  after electronic  filing or furnishing of these
reports with the SEC.

                       DOCUMENTS INCORPORATED BY REFERENCE

     The SEC allows us to "incorporate by reference"  certain  documents,  which
means that we can disclose  important  information  to you by  referring  you to
those documents.  The information in the documents  incorporated by reference is
considered  to be part of this proxy  statement,  except to the extent that this
proxy  statement  updates or  supersedes  the  information.  We  incorporate  by
reference the documents listed below which we have previously filed with the SEC
(SEC File No. 1-14036):

     o    Our Annual Report on Form 10-K for the year ended December 31, 2002;

     o    Our  Quarterly  Reports on Form 10-Q for the quarters  ended March 31,
          2003 and June 30, 2003; and

     o    Our Current Reports on Form 8-K filed on April 29, 2003 and August 13,
          2003 and our amended  Current  Report on Form 8-K/A filed on March 17,
          2003.

     We also  incorporate  by reference the  information  contained in all other
documents we file with the SEC under Sections  13(a),  13(c), 14 or 15(d) of the
Exchange Act, after the date of this proxy  statement and before the date of the
Special Meeting. The information will be considered part of this proxy statement
from the date of the document filed and will supplement or amend the information
contained in this proxy statement.

     We will provide you, without charge, a copy of the documents we incorporate
by reference in this proxy statement upon your request. To request a copy of any
or all of these  documents,  you should  write or  telephone  us at DST Systems,
Inc., 333 West 11th Street,  Kansas City, Missouri 64105,  Attention:  Corporate
Secretary, or if by telephone at 816-435-4636.

     You should rely only on the  information  contained in this proxy statement
or to which we have referred you to vote your shares at the Special Meeting.  We
have not authorized anyone to provide you with information that is different.


                             By Order of the Board of Directors,



                             Randall D. Young
                             VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY

Kansas City, Missouri
[          ], 2003










                                                                      APPENDIX A



Portions  of  this  document  have  been  redacted  pursuant  to a  Request  for
Confidential  Treatment  filed  with  the  Securities  and  Exchange  Commission
pursuant to Rule 24b-2 under the  Securities  Exchange Act of 1934,  as amended.
Redacted portions are indicated with the notation "[***]".








                  --------------------------------------------


                            SHARE EXCHANGE AGREEMENT

                                  by and among

                                DST SYSTEMS, INC.

                       DST OUTPUT MARKETING SERVICES, INC.

                                       and

                            JANUS CAPITAL GROUP INC.



                  --------------------------------------------

                              As of August 25, 2003

                  --------------------------------------------













                                TABLE OF CONTENTS



                                                                           PAGE
ARTICLE I.            Certain Definitions and Other Matters...................2
         Section 1.1       Certain Definitions................................2
         Section 1.2       Terms Defined in Other Sections....................9
         Section 1.3       Interpretation....................................10

ARTICLE II.           Exchange of Stock; Closing; Consideration
                        Adjustment...........................................10
         Section 2.1       Exchange of Stock.................................10
         Section 2.2       Closing...........................................11
         Section 2.3       DST's Deliveries at the Closing...................11
         Section 2.4       Janus' Deliveries at the Closing..................12
         Section 2.5       Post-Closing Adjustments..........................12

ARTICLE III.          Reorganization.........................................13
         Section 3.1       Reorganization....................................13
         Section 3.2       Assets and Liabilities............................14

ARTICLE IV.           Representations and Warranties of DST..................15
         Section 4.1       Organization and Standing.........................15
         Section 4.2       Capitalization of OMS.............................16
         Section 4.3       Corporate Power and Authority.....................16
         Section 4.4       Conflicts; Consents and Approvals.................17
         Section 4.5       Proxy Statement...................................18
         Section 4.6       Board Approval....................................18
         Section 4.7       Required Vote.....................................18
         Section 4.8       No Material Adverse Effect........................19
         Section 4.9       Taxes.............................................19
         Section 4.10      Compliance with Law...............................20
         Section 4.11      Intellectual Property.............................20
         Section 4.12      Title to Assets; Condition and Sufficiency
                             of Assets.......................................21
         Section 4.13      Environmental Matters.............................21
         Section 4.14      Litigation........................................22
         Section 4.15      Employee Benefit Plans............................23
         Section 4.16      Contracts.........................................24
         Section 4.17      Labor and Employment Matters......................26
         Section 4.18      Financial Statements..............................27
         Section 4.19      Permits; Compliance...............................27
         Section 4.20      Real Estate.......................................27
         Section 4.21      Intercompany Services.............................28
         Section 4.22      Relationships with Customers......................28
         Section 4.23      Guaranties........................................29
         Section 4.24      Certain Other Tax Matters.........................29

ARTICLE V.            Representations and Warranties of Janus................29
         Section 5.1       Organization and Standing.........................29
         Section 5.2       Corporate Power and Authority.....................29
         Section 5.3       Conflicts; Consents and Approvals.................30
         Section 5.4       Janus DST Shares..................................30
         Section 5.5       Board and Stockholder Approval....................31
         Section 5.6       Litigation........................................31
         Section 5.7       No Material Adverse Effect........................31
         Section 5.8       Investment Representation.........................31
         Section 5.9       Certain Tax Matters...............................31
         Section 5.10      Governmental Actions..............................31

ARTICLE VI.           Covenants and Agreements...............................32
         Section 6.1       Proxy Statement...................................32
         Section 6.2       Stockholder Meeting; Board Recommendation.........32
         Section 6.3       Access and Information............................33
         Section 6.4       Conduct of Business...............................33
         Section 6.5       Closing Documents.................................33
         Section 6.6       Efforts to Consummate; Further Assurances.........34
         Section 6.7       Certain Covenants.................................35
         Section 6.8       Notification by the Parties.......................36
         Section 6.9       Additional Covenants..............................36
         Section 6.10      [Reserved]........................................36
         Section 6.11      Insurance Policies................................36
         Section 6.12      Confidentiality; Access to Records after
                             Closing.........................................37
         Section 6.13      Release of Restrictions; Intercompany
                             Accounts........................................38
         Section 6.14      Options to Purchase DST Stock Held By
                             Business and Former Business Employees
                             Accounts........................................38
         Section 6.15      Cooperation with Respect to Financial
                             Reporting.......................................39
         Section 6.16      Non-Solicitation of Employees.....................39
         Section 6.17      [***].............................................39
         Section 6.18      [Reserved]........................................41
         Section 6.19      No Solicitation...................................42
         Section 6.20      Use of Names......................................42
         Section 6.21      [Reserved]........................................42
         Section 6.22      DST Share Value Determination Period..............42
         Section 6.23      Waiver............................................43
         Section 6.24      Certain Tax Matters...............................43
         Section 6.25      DST Shares Retained by Janus......................43
         Section 6.26      Financing.........................................44


ARTICLE VII.          Tax Matters............................................44

ARTICLE VIII.         Conditions to Closing..................................44
         Section 8.1       Mutual Conditions.................................44
         Section 8.2       Conditions to Janus' Obligations..................45
         Section 8.3       Conditions to DST's and OMS's Obligations.........46
         Section 8.4       Frustration of Closing Conditions.................47

ARTICLE IX.           Termination............................................47
         Section 9.1       Termination.......................................47
         Section 9.2       Effect of Termination.............................48

ARTICLE X.            Survival of Representations and Warranties;
                        Indemnification......................................48
         Section 10.1      Survival of Representations and Warranties........48
         Section 10.2      Indemnification by DST............................48
         Section 10.3      Indemnification by Janus..........................50
         Section 10.4      Definition of Damage; Determination of
                             Indemnification.................................50
         Section 10.5      Notice............................................52
         Section 10.6      Third Party Claim.................................52
         Section 10.7      Exclusivity.......................................53

ARTICLE XI.           Miscellaneous..........................................53
         Section 11.1      Notices...........................................53
         Section 11.2      Expenses..........................................54
         Section 11.3      Governing Law; Consent to Jurisdiction............54
         Section 11.4      Waiver of Jury Trial..............................54
         Section 11.5      Assignment; Successors and Assigns; No
                             Third Party Rights..............................54
         Section 11.6      Counterparts......................................54
         Section 11.7      Titles and Headings...............................55
         Section 11.8      Entire Agreement..................................55
         Section 11.9      Amendment and Modification........................55
         Section 11.10     Publicity; Public Announcements...................56
         Section 11.11     Waiver............................................56
         Section 11.12     Severability......................................56
         Section 11.13     No Strict Construction............................56
         Section 11.14     Knowledge.........................................56
         Section 11.15     Affiliate Status..................................56
         Section 11.16     Tax Consequences..................................56


Exhibit A  -  [***]

Exhibit B  -  Forms of Tax Opinions



                            SHARE EXCHANGE AGREEMENT

     This  SHARE  EXCHANGE  AGREEMENT,   dated  as  of  August  25,  2003  (this
"AGREEMENT"),  is  entered  into by and  among DST  SYSTEMS,  INC.,  a  Delaware
corporation  having its  principal  place of business  at 333 West 11th  Street,
Kansas City, Missouri, 64105 ("DST"), DST OUTPUT MARKETING SERVICES, INC., a New
York  corporation  and an indirect  wholly  owned  subsidiary  of DST having its
principal  place of business at 333 West 11th  Street,  Kansas  City,  Missouri,
64105 ("OMS"),  and JANUS CAPITAL GROUP INC., a Delaware  corporation having its
principal  place of business at 100  Fillmore  Street,  Denver,  Colorado  80206
("JANUS").

                              W I T N E S S E T H:

     WHEREAS, the Business (as defined in Article I) is conducted by OMS and the
DST Entities (as defined in Article I);

     WHEREAS,  prior to the  Closing  (as  defined  in  Section  2.2),  DST will
complete the Reorganization  (as defined in Section 3.1),  pursuant to which the
Business as a going concern and the Additional  Assets (as defined in Article I)
will be consolidated,  whether by merger or contribution or otherwise, into OMS,
and  thereafter at the Closing the Business  will be operated  solely by OMS and
OMS will hold the Additional Assets;

     WHEREAS,  immediately following the Reorganization,  OMS shall be a direct,
wholly owned subsidiary of DST;

     WHEREAS,  upon the terms and  subject to the  conditions  set forth in this
Agreement,  (a) DST desires to exchange the OMS Shares (as defined in Article I)
for the Janus DST Shares (as  defined  in Article  I), and (b) Janus  desires to
exchange the Janus DST Shares for the OMS Shares;

     WHEREAS,  immediately following the Exchange,  Janus shall continue to own,
subject to certain  restrictions,  the shares of DST Common Stock (as defined in
Article I) (other than the Janus DST Shares) which Janus owned immediately prior
to the Closing;

     WHEREAS, the parties hereto intend the Exchange (as defined in Section 2.1)
to qualify as a tax-free  exchange  under Section 355(a) of the Code (as defined
in Article I); and

     WHEREAS,  the  Boards of  Directors  of DST and Janus  have,  in each case,
determined that it is in the best interests of their respective  corporations to
enter into this Agreement.

     NOW, THEREFORE,  in consideration of the mutual covenants contained in this
Agreement,  and  intending  to be legally  bound,  the parties  hereto  agree as
follows:


                                   ARTICLE I.

                      CERTAIN DEFINITIONS AND OTHER MATTERS

     Section 1.1 CERTAIN DEFINITIONS.

     As used in this  Agreement and the schedules  hereto,  the following  terms
have the respective meanings set forth below.

     "ACTION"  means any  administrative,  regulatory,  judicial or other formal
proceeding by or before any Governmental Authority or arbitrator.

     "ADDITIONAL ASSETS" means the Cash Amount.

     "AFFILIATE"  means,  with  respect to any Person,  any other  Person  that,
directly  or  indirectly,  through  one or  more  intermediaries,  controls,  is
controlled by, or is under common control with, such Person.  The term "CONTROL"
means the  possession,  directly or indirectly,  of the power to direct or cause
the direction of the  management and policies of a Person,  whether  through the
ownership of voting securities, by contract or otherwise,  including the ability
to elect the  members of the board of  directors  or other  governing  body of a
Person, and the terms "CONTROLLED" and "CONTROLLING" have correlative  meanings.
For purposes of this  Agreement,  Janus shall be deemed not to be an "AFFILIATE"
of DST or any of its Subsidiaries  and DST or any of its  Subsidiaries  shall be
deemed not to be an "AFFILIATE" of Janus; PROVIDED,  HOWEVER, that following the
Closing, OMS shall be an "AFFILIATE" of Janus and shall not be an "AFFILIATE" of
DST.

     "ANCILLARY AGREEMENTS" means the agreements to be entered into by and among
DST and/or its  Affiliates  (other  than OMS),  on the one hand,  and OMS and/or
Janus, on the other hand, on or prior to the Closing,  pursuant to which,  among
other things, certain services and goods will be provided to the parties to this
Agreement, including, but not limited to the agreements described in Section 1.1
of DST's Disclosure Schedule,  which agreements include the terms that have been
agreed to by DST and Janus prior to the date of this Agreement.

     "ANTITRUST  DIVISION"  means the  Antitrust  Division of the United  States
Department of Justice.

     "BUSINESS"  means the  business of  providing  the  products  and  services
described in Exhibit A to DST's Disclosure Schedule.

     "BUSINESS  CONTRACTS"  mean  the  Contracts  of the  Business  (other  than
Employment  Agreements,  Employee  Benefit Plans and other  Contracts  primarily
related to employee  compensation  or  benefits,  but  including,  to the extent
assignable,    all   non-disclosure   or    confidentiality,    non-compete   or
non-solicitation Contracts with Business Employees and agents or representatives
of the Business).

     "BUSINESS   EMPLOYEES"   means   individuals  who  provide   employment  or
employment-type  services primarily to the Business as of the date hereof, other
than any such  individuals  who cease  employment with the applicable DST Entity
prior to the Closing,  but including any such  individuals  hired after the date
hereof and prior to the Closing.

     "BUSINESS DAY" means a day on which national banks are open for business in
New York, New York.

     "CASH  AMOUNT"  means an amount in cash equal to (i) the  product of thirty
two million three  hundred  thousand  (32,300,000)  and the DST Share Value less
(ii) one hundred fifteen million dollars ($115,000,000).

     "CLAIMS"  means any and all (i)  claims,  (ii)  demands or (iii)  causes of
action (in the case of clause (iii), relating to or resulting from an Action).

     "CODE" means the Internal Revenue Code of 1986, as amended.

     "CONFIDENTIAL  BUSINESS  INFORMATION" shall mean marketing data,  financial
information,  customer  lists,  supplier  lists,  pricing and cost  information,
business and marketing plans and proposals and other  non-technical  proprietary
business information.

     "CONFIDENTIALITY  AGREEMENT"  means the  Mutual  Non-Disclosure  Agreement,
dated November 11, 2002, among DST, Janus and Stilwell Financial Inc.

     "CONTRACT"  means  any  contract,  agreement,  indenture,  deed  of  trust,
license, note, bond, mortgage, lease, guarantee and any similar understanding or
arrangement, whether written or oral.

     "CONTROLLED  GROUP LIABILITY" means any and all liabilities (i) under Title
IV of ERISA, (ii) under Section 302 of ERISA,  (iii) under Sections 412 and 4971
of the  Code,  (iv) as a result of a failure  to  comply  with the  continuation
coverage  requirements  of Section 601 ET SEQ. of ERISA and Section 4980B of the
Code or the group health plan  requirements  of sections 701 ET SEQ. of the Code
and  section  701 ET SEQ.  of ERISA,  and (v)  under  corresponding  or  similar
provisions of foreign laws or regulations.

     "CREDIT  FACILITIES" means (i) the Credit Agreement dated as of December 9,
2001 among DST Systems,  Inc.,  the lenders  party  thereto and Bank of America,
N.A. as Administrative  Agent, as amended, and (ii) the Credit Agreement between
Broadway  Square Partners LLP and Firstar Bank, N.A. dated December 28, 2000, as
amended.

     "CREDIT FACILITIES  CONSENT" means the waiver or consent required under the
Credit Facilities in connection with the Exchange.

     "DST COMMON  STOCK"  means the Common  Stock,  $0.01 par value per share of
DST.

     "DST ENTITIES" means each Affiliate of DST (other than OMS) that is engaged
in the operation or conduct of the Business or that has title to any asset which
constitutes a Business  Asset or is subject to a liability  which  constitutes a
Business Liability,  in each case, as of the date hereof or at any time prior to
the Closing.

     "DST'S  DISCLOSURE  SCHEDULE"  means the  disclosure  schedule that DST has
delivered to Janus on the date of this Agreement prior to the execution hereof.

     "DST SHARE  VALUE"  means the  average  (arithmetic  mean) of the per share
closing  prices of the DST Common  Stock on the New York Stock  Exchange for the
twenty  (20)  consecutive  trading  days  ending on the day prior to the Closing
Date,  or, if such  common  stock is not listed on such  exchange,  on any other
national  securities exchange on which such common stock is listed or, if not so
listed and such  common  stock is admitted  for  trading on the Nasdaq  National
Market or the Nasdaq Smallcap Market, on such Nasdaq market; PROVIDED,  HOWEVER,
that if such average price is less than thirty dollars  ($30.00) per share,  the
DST Share Value shall be deemed equal to thirty dollars ($30.00) per share, and,
if such  average  price is greater  than  thirty-four  dollars  and fifty  cents
($34.50)  per share,  the DST Share Value shall be deemed  equal to  thirty-four
dollars and fifty cents ($34.50) per share.

     "EMPLOYEE BENEFIT PLAN" means any employee benefit plan,  program,  policy,
practices,  or other  arrangement  providing  benefits  to any current or former
employee, officer or director of DST, the DST Entities or OMS or any beneficiary
or dependent thereof that is sponsored or maintained by DST, the DST Entities or
OMS or to which DST,  the DST  Entities or OMS  contribute  or are  obligated to
contribute,  whether or not written,  including without  limitation any employee
welfare  benefit plan within the meaning of Section 3(1) of ERISA,  any employee
pension benefit plan within the meaning of Section 3(2) of ERISA (whether or not
such plan is subject to ERISA) and any bonus, incentive,  deferred compensation,
vacation, stock purchase, stock option, severance, employment, change of control
or fringe benefit plan, program or policy.

     "EMPLOYMENT  AGREEMENT"  means a written Contract or offer letter of DST or
any of its  Affiliates  with or  addressed  to any  Business  Employee or Former
Business Employee pursuant to which OMS shall, directly or indirectly,  have any
actual or  contingent  liability or obligation  to provide  compensation  and/or
benefits  on or after the Closing  Date in  consideration  for past,  present or
future services.

     "ENCUMBRANCES"  means security interests,  liens,  Claims,  charges,  title
defects,  deficiencies or exceptions (including,  with respect to Real Property,
defects,  deficiencies or exceptions in, or relating to, marketability of title,
or  leases,  subleases  or  the  like  affecting  title),  mortgages,   pledges,
easements,  encroachments,  restrictions on use, rights-of-way,  rights of first
refusal,  conditional  sales or other  title  retention  agreements,  covenants,
conditions or other similar restrictions (including restrictions on transfer) or
other encumbrances of any nature whatsoever.

     "ENVIRONMENTAL  LAWS" means all Laws relating to pollution or protection of
human  health and safety or the  environment  (including  ambient  air,  surface
water,  groundwater,  land surface,  natural  resources or  subsurface  strata),
including all such Laws relating to Releases or threatened Releases of Regulated
Substances  into the  environment  or work place,  or otherwise  relating to the
environmental or worker health and safety aspects of manufacturing,  processing,
distribution,  importation,  use,  treatment,  storage,  disposal,  transport or
handling of  Regulated  Substances,  including,  but not  limited  to,  chemical
inventories  in all relevant  jurisdictions,  and all such Laws  relating to the
registration  of products of the Business or OMS under the Federal  Insecticide,
Fungicide  and  Rodenticide  Act,  the Food  Drug and  Cosmetic  Act,  the Toxic
Substances Control Act, the European List of Notified Chemical  Substances,  the
European Inventory of Existing Commercial Chemical Substances or similar Laws.

     "ENVIRONMENTAL   PERMIT"   means  any   permit,   registration,   approval,
identification  number,  license or other authorization or filing required under
or issued pursuant to any applicable Environmental Law.

     "ERISA"  means the Employee  Retirement  Income  Security  Act of 1974,  as
amended.

     "ERISA AFFILIATE" means any entity which would be aggregated with DST under
Section 414 of the Code or Section 4001(b) of ERISA.

     "FLSA"  means the Fair Labor  Standards  Act,  29 U.S.C.  Section  201,  as
amended.

     "FORMER  BUSINESS  EMPLOYEE" means  individuals  who, prior to the Closing,
provided employment or employment-type services primarily to the Business.

     "FTC" means the United States Federal Trade Commission.

     "GAAP" means United States generally accepted accounting principles.

     "GOVERNMENTAL AUTHORITY" means any supranational,  national, federal, state
or local  government,  foreign or domestic,  or the  government of any political
subdivision of any of the foregoing, or any entity, authority,  agency, ministry
or other similar body exercising executive, legislative, judicial, regulatory or
administrative authority or functions of or pertaining to government,  including
any authority or other  quasi-governmental  entity established by a Governmental
Authority to perform any of such functions.

     "HSR AUTHORITY" means the FTC and/or the Antitrust Division.

     "INDEBTEDNESS"  of  any  Person  means,   without   duplication,   (i)  all
obligations  of such Person for money  borrowed;  (ii) all  obligations  of such
Person evidenced by notes,  debentures,  bonds or other similar  instruments for
the payment of which such Person is responsible or liable; (iii) all obligations
of such Person issued or assumed for deferred purchase price payments associated
with acquisitions,  divestments or other  transactions;  (iv) all obligations of
such Person under leases  required to be capitalized in accordance with GAAP, as
consistently  applied by such Person, (v) all obligations of such Person for the
reimbursement  of any  obligor  on any letter of  credit,  banker's  acceptance,
guarantees or similar credit transaction,  excluding in all cases in clauses (i)
through (v) current  accounts  payable,  trade payables and accrued  liabilities
incurred in the Ordinary Course of Business.

     "INSURANCE  POLICIES"  means each insurance  policy (other than relating to
Employee Benefit Plans),  which, as of the date hereof or hereinafter  until the
Closing,  is maintained by or on behalf of or provides coverage primarily to (a)
OMS with respect to the Business businesses and properties, or (b) the Business.

     "IRS" means the Internal Revenue Service of the United States of America.

     "JANUS CONSENT" means the waiver or consent required under the Janus Credit
Facility to consummate the Exchange.

     "JANUS  CREDIT  FACILITY"  means  the  Five-Year  Competitive  Advance  and
Revolving Credit Facility,  dated as of December 7, 2000, by and among Stillwell
Financial  Inc.,  Janus Capital  Corporation,  the Lenders named therein,  Wells
Fargo Bank West,  N.A. (as  Documentation  Agent),  the Chase Manhattan Bank (as
Syndication  Agent) and Citibank,  N.A. (as  Administrative  Agent and Swingline
Lender), as amended from time to time.

     "JANUS' DISCLOSURE  SCHEDULE" means the disclosure  schedule that Janus has
delivered to DST on the date of this Agreement prior to the execution hereof.

     "JANUS DST SHARES" means the  thirty-two  million  three  hundred  thousand
(32,300,000)  shares of DST Common  Stock owned by Janus as of the date  hereof,
appropriately adjusted for any stock dividend, stock split, reverse stock split,
share combination,  reclassification,  recapitalization  or similar  transaction
with respect to the DST Common Stock.

     "LAWS" means all United  States  federal,  state or local or foreign  laws,
constitutions,   statutes,  codes,  rules,  regulations,  ordinances,  executive
orders, decrees or edicts by a Governmental Authority having the force of law.

     "LEASED REAL PROPERTY"  means any real property leased or subleased to OMS,
DST or any of  the  DST  Entities  primarily  for  use in the  operation  of the
Business  and set forth (and  designated  as  leased)  in Section  4.20 of DST's
Disclosure Schedule.

     "LIABILITIES"  means  any  and  all  debts,  liabilities,  commitments  and
obligations, whether or not fixed, contingent or absolute, matured or unmatured,
direct or indirect,  liquidated or unliquidated,  accrued or unaccrued, known or
unknown, whether or not required by GAAP to be reflected in financial statements
or disclosed in the notes thereto.

     "MATERIAL  ADVERSE EFFECT" means, with respect to a Person or the Business,
any change,  effect, event,  occurrence or state of facts which would reasonably
be expected to be materially  adverse to the  business,  operations or financial
condition  of  such  Person,  and its  Subsidiaries,  taken  as a  whole  or the
Business,  taken as a whole,  or on the ability of such Person to consummate the
transactions contemplated by this Agreement and the Ancillary Agreements,  other
than any  change,  effect,  event,  occurrence  or  state  of facts  (a) that is
generally  applicable in the economy of the United States, (b) that is generally
applicable in the United States securities markets,  (c) generally affecting the
industry  in which OMS and  (with  respect  to the  Business)  the DST  Entities
operate,  (d) arising from or related to an act of international  terrorism,  or
(e)  relating  to the  announcement  or  disclosure  of this  Agreement  and the
transactions contemplated hereby.

     "MATERIAL EMPLOYMENT AGREEMENT" means an Employment Agreement that requires
the payment of cash  compensation in excess of $100,000 per year or in excess of
$250,000 in the aggregate.

     "MULTIEMPLOYER  PLAN" means any "multiemployer  plan" within the meaning of
Section 3(37) of ERISA.

     "OMS COMMON  STOCK" means the common stock,  par value $0.01 per share,  of
OMS.

     "OMS SHARES" means all of the issued and  outstanding  shares of OMS Common
Stock.

     "ORDINARY COURSE OF BUSINESS"  means,  with respect to the Business or OMS,
actions that (a) are consistent  with the past practices of such Business within
the  preceding  twenty-four  months,  or (b) are  similar in  nature,  style and
magnitude  to actions  customarily  taken in the  ordinary  course of the normal
day-to-day operations of such Business.

     "PERMITTED   ENCUMBRANCES"  means  (a)  Encumbrances  for  Taxes  or  other
assessments or charges by  Governmental  Authorities  that arise by operation of
Law and are not yet due and payable,  or that are being  contested in good faith
by appropriate proceedings; (b) mechanics',  carriers', workers', materialmen's,
warehousemen's  and similar liens arising or incurred in the Ordinary  Course of
Business  for (i) sums not due and  payable,  or (ii)  payments  which are being
contested in good faith by appropriate proceedings,  which proceedings as of the
date hereof are  disclosed in Section  4.20 of DST's  Disclosure  Schedule;  (c)
other than with respect to Real Property,  Encumbrances  arising in the Ordinary
Course of  Business  of the  Business  that do not and would not  reasonably  be
expected to impair the continued  use or operation of such assets  substantially
as such assets are currently used or operated, and (d) Encumbrances disclosed in
Section 4.12.1 of DST's Disclosure Schedule.

     "PERSON" means an individual,  partnership,  corporation, limited liability
company, joint stock company,  unincorporated organization or association, trust
or joint venture, or a Governmental Authority.

     "PLAN" means any Employee Benefit Plan other than a Multiemployer Plan.

     "REAL  PROPERTY"  means,  collectively,  Leased Real  Property and any real
property to be leased  pursuant to a sublease from DST or any of its  Affiliates
(other than OMS).

     "REAL  PROPERTY  LEASE" means the lease or sublease  agreement  pursuant to
which a Leased  Real  Property is leased or  subleased  to OMS or any of the DST
Entities (with respect to the Business).

     "REGULATED  SUBSTANCES"  means any  substance  which is listed,  defined or
regulated as a pollutant, contaminant,  hazardous, dangerous or toxic substance,
material or waste, or is otherwise  classified as hazardous,  dangerous or toxic
in or pursuant to any  Environmental Law or which is or contains any explosives,
radon,  radioactive  materials,  asbestos,  urea  formaldehyde  foam insulation,
polychlorinated  biphenyls,  petroleum and petroleum  products  (including waste
petroleum   and   petroleum   products)  as  regulated   under  any   applicable
Environmental Law.

     "RELEASE" means any release, spill, emission,  discharge, leaking, pumping,
injection,  deposit, disposal,  dispersal, leaching or migration into the indoor
or outdoor  environment  (including ambient air, surface water,  groundwater and
surface or  subsurface  strata) or into or out of any  property,  including  the
movement of Regulated  Substances  through or in the air,  soil,  surface water,
groundwater or property.

     "REQUIRED CONSENTS" means, collectively,  (a) each consent or novation with
respect to any Contract to which DST or any of its Subsidiaries is a party or by
which any of their respective  assets are bound required to be obtained from the
other parties  thereto by virtue of the execution and delivery of this Agreement
or the Ancillary Agreements or the consummation of the transactions contemplated
hereby or  thereby  in order to avoid the  invalidity  of the  transfer  of such
Contract, the termination or acceleration thereof, giving rise to any obligation
to make a payment  thereunder  or to any  increased,  additional  or  guaranteed
rights of any person  thereunder,  a breach or default  thereunder  or any other
change or modification to the terms thereof, and (b) each registration,  filing,
application,  notice,  transfer,  consent,  approval,  order,  qualification and
waiver required from any third party or Governmental  Authority by virtue of the
execution  and delivery of this  Agreement or the  Ancillary  Agreements  or the
consummation of the transactions contemplated hereby or thereby.

     "RETAINED  BUSINESS" means the business currently  conducted by DST and its
Subsidiaries other than the Business.

     "SEC" means the United States Securities and Exchange Commission.

     "SECURITIES  ACT"  means  the  United  States  Securities  Act of 1933,  as
amended.

     "SUBSIDIARIES"  of any  entity  means,  at any  date,  any  Person  (a) the
accounts of which would be consolidated  with those of the applicable  entity in
such entity's  consolidated  financial  statements if such financial  statements
were  prepared  in  accordance  with  GAAP  as of  such  date,  or (b) of  which
securities or other ownership interests representing more than 50% of the equity
or more than 50% of the ordinary  voting power or, in the case of a partnership,
more  than 50% of the  general  partnership  interests  or more  than 50% of the
profits or losses of which are, as of such date,  owned,  controlled  or held by
the applicable entity or one or more subsidiaries of such entity.

     "TAX"  means any United  States  federal,  state,  local or foreign  taxes,
including but not limited to any income,  gross receipts,  payroll,  employment,
excise, severance,  stamp, business,  premium,  windfall profits,  environmental
(including  taxes under  section  59A of the Code),  capital  stock,  franchise,
profits, withholding,  social security (or similar),  unemployment,  disability,
real property, personal property, sales, use, service, service use, lease, lease
use, transfer, registration, value added tax, or similar tax, any alternative or
add-on minimum tax, and any estimated tax, in each case, including any interest,
penalty, or addition thereto, whether disputed or not.

     "TAX BENEFIT" means the Tax effect of any item of loss, deduction or credit
or any other item (including  increases in Tax basis) which decreases Taxes paid
or required to be paid,  including any interest with respect thereto or interest
that would have been payable but for such item.

     "TAX  RETURNS"  means  all  returns,   declarations,   reports,  estimates,
information returns and statements required to be filed in respect of Taxes.

     "TAX SHARING  AGREEMENT" means the Tax Sharing Agreement to be entered into
by and among DST,  Janus and OMS as of the  Closing,  substantially  in the form
previously agreed to by the parties hereto.

     "TAXING  AUTHORITY"  means any Governmental  Authority having  jurisdiction
over the assessment, determination, collection or other imposition of Taxes.

     "WARN ACT" means the Worker Adjustment and Retraining  Notification Act and
any  similar  state or local law of any  jurisdiction  in the  United  States of
America.

     Section  1.2 TERMS  DEFINED  IN OTHER  SECTIONS.  The  following  terms are
defined elsewhere in this Agreement in the following Sections:

Accounting Firm                                              Section 2.5(d)
Adjusted Shareholder's Equity                                Section 2.5(c)
Agreement                                                    Preamble
Antitrust Laws                                               Section 6.7.2
Business Assets                                              Section 3.2.1
Business Financial Statements                                Section 4.18.1
Business Liabilities                                         Section 3.2.3
Business Products and Services                               Exhibit A
Business Records                                             Section 6.12.2
Claim Dispute Notice                                         Section 10.5.4
Closing                                                      Section 2.2
Closing Date                                                 Section 2.2
Closing Date Balance Sheet                                   Section 2.5(a)
Collective Bargaining Agreement                              Section 4.17.1
Conditions Satisfaction Date                                 Section 2.2
Confidential Information                                     Section 6.12.1
Damages                                                      Section 10.4
Dispute Accountants                                          Section 2.5(d)
Dispute Notice                                               Section 2.5(C)
DST                                                          Preamble
DST Basket                                                   Section 10.2.2
DST Cap                                                      Section 10.2.2
[***]                                                        Exhibit A
DST Options                                                  Section 6.14
DST Proxy Statement                                          Section 6.1.1
DST Stockholder Approval                                     Section 4.3
DST Stockholders Meeting                                     Section 6.2
DST's knowledge                                              Section 11.14
Exchange                                                     Section 2.1
Exchange Act                                                 Section 4.5
Excluded Assets                                              Section 3.2.2
Excluded Liabilities                                         Section 3.2.4
Final Closing Date Balance Sheet                             Section 2.5(c)
Financing                                                    Section 6.26
HSR Act                                                      Section 4.4.4
IAB Subsidiaries                                             Section 6.22
Indemnity Claim                                              Section 10.5.1
Intellectual Property                                        Section 4.11.5.1
Intercompany Arrangement                                     Section 4.21
Interim Business Financial Statements                        Section 4.18.2
Janus                                                        Preamble
Janus Basket                                                 Section 10.3.2
Janus Cap                                                    Section 10.3.2
Janus' knowledge                                             Section 11.14
Licensed Intellectual Property                               Section 4.11.2
[***]                                                        Section 6.17.1
Non-OMS Business Assets                                      Section 3.2.1
Non-OMS Business Liabilities                                 Section 3.2.3
Notice of Claim                                              Section 10.5.1
OMS                                                          Preamble
[***]                                                        Exhibit A
OMS Intellectual Property                                    Section 4.11.2
Owned Intellectual Property                                  Section 4.11.1
Permits                                                      Section 4.19.1
Records                                                      Section 6.12.2
Reorganization                                               Section 3.1
Representatives                                              Section 10.2.1
Required Vote                                                Section 4.7
Restrictions                                                 Section 6.13.1
Share Limit                                                  Section 6.25.1
Technology                                                   Section 4.11.5.2
Third Party Claim                                            Section 10.6.1
Waiving Parties                                              Section 6.23

     Section 1.3  INTERPRETATION.  Unless otherwise indicated to the contrary in
this Agreement by the context or use thereof: (a) the words, "herein," "hereto,"
"hereof" and words of similar  import refer to this Agreement as a whole and not
to any particular Section or paragraph hereof; (b) words importing the masculine
gender shall also include the feminine and neutral genders,  and vice versa; (c)
words importing the singular shall also include the plural,  and vice versa; and
(d) the word "including" means "including without limitation."


                                   ARTICLE II.

              EXCHANGE OF STOCK; CLOSING; CONSIDERATION ADJUSTMENT

     Section 2.1 EXCHANGE OF STOCK. Upon the terms and subject to the conditions
of this Agreement,  at the Closing, (a) DST shall assign,  transfer,  convey and
deliver to Janus and Janus  shall  accept and acquire  from DST,  all of the OMS
Shares  (free  and  clear of all  Encumbrances)  in  exchange  for the Janus DST
Shares, and (b) Janus shall assign, transfer, convey and deliver to DST, and DST
shall accept and acquire from Janus, the Janus DST Shares (free and clear of all
Encumbrances) in exchange for the OMS Shares (collectively, the "EXCHANGE").

     Section 2.2 CLOSING. The closing of the Exchange and the other transactions
contemplated  hereby  (the  "CLOSING")  shall  take  place  at  the  offices  of
Sonnenschein Nath & Rosenthal LLP, Suite 1100, 4520 Main Street, Kansas City, MO
64111  at  10:00  A.M.  on the  third  Business  Day  following  the  Conditions
Satisfaction  Date (as  defined  below),  or at such  other time and place as is
mutually agreed in writing by Janus and DST. The date of the Closing is referred
to herein as the "CLOSING DATE." For purposes of this Agreement, the "CONDITIONS
SATISFACTION  DATE"  shall be the date on which the last of the  unsatisfied  or
unwaived  conditions  set forth in  Article  VIII has been  satisfied  or waived
(other than those conditions contemplated to be satisfied at, or only capable of
being  satisfied at, the Closing,  but subject to the  satisfaction or waiver of
those conditions).

     Section 2.3 DST'S  DELIVERIES  AT THE CLOSING.  At the  Closing,  DST shall
deliver or cause to be delivered to Janus the following:

             2.3.1 one or more stock  certificates,  together  with stock powers
executed in blank,  representing all of the issued and outstanding capital stock
of OMS;

             2.3.2 the Cash Amount, by wire transfer to an account of OMS;

             2.3.3 copies of those  portions of the stock books,  stock  ledgers
and minute  books of DST and the DST  Entities  which relate to the Business and
the stock books, stock ledgers and minute books of OMS;

             2.3.4 certified copies of resolutions, duly adopted by the Board of
Directors  of DST,  OMS and the  Affiliates  of DST who are to be parties to the
Ancillary Agreements,  respectively,  which shall be in full force and effect at
the time of the Closing  authorizing  the execution and delivery and performance
by DST, OMS and such DST  Affiliates,  respectively,  of this  Agreement and the
applicable  Ancillary  Agreements  and  the  consummation  of  the  transactions
contemplated hereby and thereby;

             2.3.5  a  certificate  of the  Chief  Executive  Officer  or  Chief
Financial Officer of DST pursuant to Sections 8.2.1 and 8.2.2 hereof;

             2.3.6 each of the  Ancillary  Agreements,  executed  by DST and its
respective Affiliates, as the case may be;

             2.3.7 any written releases and waivers of the Restrictions obtained
by DST pursuant to Section 6.13.1;

             2.3.8 letters of  resignation,  dated as of the Closing Date,  from
each of the  directors  and officers of OMS  identified by Janus to DST at least
three (3) days prior to the Closing Date;

             2.3.9  the  certificates  of merger of OMS  following  the  mergers
contemplated by the Reorganization; and

             2.3.10 such other documents as are reasonably  required by Janus to
be delivered to effectuate the transactions contemplated hereby.

     Section 2.4 JANUS' DELIVERIES AT THE CLOSING.  At the Closing,  Janus shall
deliver or cause to be delivered to DST the following:

             2.4.1 one or more stock  certificates,  together  with stock powers
executed in blank, representing the Janus DST Shares;

             2.4.2 certified copies of resolutions, duly adopted by the Board of
Directors  of Janus  which  shall be in full force and effect at the time of the
Closing  authorizing the execution and delivery and performance by Janus of this
Agreement and the applicable  Ancillary  Agreements and the  consummation of the
transactions contemplated hereby and thereby;

             2.4.3 each of the  Ancillary  Agreements to which Janus is a party,
executed by it;

             2.4.4  a  certificate  of the  Chief  Executive  Officer  or  Chief
Financial Officer of Janus pursuant to Section 8.3.1 and 8.3.2 hereof; and

             2.4.5 such other documents as are reasonably  required by DST to be
delivered to effectuate the transactions contemplated hereby.

Each  document of transfer or  assumption  referred to in this Article II (or in
any  related  definition  set forth in  Article  I) that is not  attached  as an
Exhibit to this Agreement or is not otherwise an Ancillary Agreement shall be in
customary form and shall be reasonably satisfactory in form and substance to the
parties thereto, but shall contain no representations, warranties, covenants and
agreements other than those specifically contemplated by this Agreement.

     Section 2.5 POST-CLOSING ADJUSTMENTS.

     (a) Within  thirty (30) days after the Closing  Date,  DST shall deliver to
Janus an  unaudited  balance  sheet of OMS  dated as of the  Closing  Date  (the
"CLOSING DATE BALANCE SHEET")  prepared on a basis consistent with the unaudited
Interim  Business  Financial  Statements.  Janus  and  its  representatives  and
accountants  shall have the right to  participate  in and observe the process of
the  preparation of the Closing Date Balance Sheet,  and such access as they may
reasonably request to any books, records, work papers or other information.

     (b) In the event that the Adjusted  Shareholder's  Equity  reflected on the
Closing Date Balance  Sheet is less than $12 million,  DST shall pay to OMS on a
dollar-for-dollar  basis, by wire transfer of immediately  available  funds, the
amount necessary to achieve Adjusted  Shareholder's  Equity of $13 million as of
the Closing Date. In the event the Adjusted  Shareholder's  Equity  reflected on
the Closing  Date Balance  Sheet is greater than $14 million,  Janus shall cause
OMS to pay to DST, on a dollar-for-dollar basis, by wire transfer of immediately
available funds, the amount necessary to reduce Adjusted Shareholder's Equity to
$13  million  as of the  Closing  Date.  As  used  herein,  the  term  "ADJUSTED
SHAREHOLDER'S  EQUITY"  shall mean total  shareholder's  equity of OMS as of the
Closing Date less the Additional  Assets. Any payments required pursuant to this
subparagraph  (b) shall be made within thirty (30) days following the receipt by
Janus of the Closing Date Balance Sheet, unless a Dispute Notice (defined below)
is delivered.

     (c) If, within thirty (30) calendar days after the date of receipt by Janus
of the  Closing  Date  Balance  Sheet,  Janus  disputes  the amount of  Adjusted
Shareholder's  Equity reflected  therein,  Janus will give written notice to DST
within such thirty (30)  calendar day period  specifying  in  reasonable  detail
Janus's  basis for its  dispute (a  "DISPUTE  NOTICE").  In the event that Janus
notifies DST in writing that it has accepted the Closing Date Balance Sheet,  or
in the event that  Janus  does not issue a Dispute  Notice  within  thirty  (30)
calendar  days of receipt of the Closing  Date Balance  Sheet,  then the Closing
Date Balance Sheet shall become the Final Closing Date Balance Sheet (the "FINAL
CLOSING DATE BALANCE SHEET").

     (d) If Janus submits a Dispute Notice to DST within such 30-day period, DST
and Janus shall work  together in good faith to seek to resolve the dispute over
the correct amount of Adjusted Shareholder's Equity. If DST and Janus are unable
to resolve their  disagreement  within 15 calendar days after DST's receipt of a
Dispute Notice from Janus, the dispute shall be referred for  determination to a
nationally known firm of independent  public  accountants (an "ACCOUNTING FIRM")
mutually  selected by DST and Janus (the "DISPUTE  ACCOUNTANTS")  as promptly as
practicable.  In the event that DST and Janus are unable to agree on the Dispute
Accountants,  then the Parties agree to retain KPMG LLP. The Dispute Accountants
will make a  determination  as to the correct  amount of Adjusted  Shareholder's
Equity, which determination will be (a) in writing, (b) furnished to each of DST
and Janus as promptly as practicable  after the dispute has been referred to the
Dispute  Accountants,  (c)  made in  accordance  with  this  Agreement,  and (d)
conclusive and binding. DST and Janus will use reasonable  commercial efforts to
cause the Dispute  Accountants to render their decision  within thirty (30) days
of submitting such dispute and shall promptly comply with all reasonable written
requests for information,  books,  records and similar items. Neither party will
disclose  to the  Dispute  Accountants,  and the  Dispute  Accountants  will not
consider for any purpose,  any settlement offer made by either party. As part of
the resolution of all outstanding  disputes,  the Parties will cause the Dispute
Accountants  to prepare the Final  Closing  Date  Balance  Sheet.  Any  payments
required upon the determination by the Dispute  Accountants shall be made within
ten (10) days following such determination.

     (e) Janus shall pay the fees and expenses charged by any Dispute Accountant
retained  hereunder,  unless any payment  required to be made by DST pursuant to
this Section 2.5 is greater than $500,000, in which case DST shall pay such fees
and expenses.


                                  ARTICLE III.

                                 REORGANIZATION

     Section 3.1  REORGANIZATION.  DST agrees that,  prior to the  Closing,  DST
shall, and shall cause its respective Subsidiaries to, assign, transfer,  convey
and deliver to OMS, the Non-OMS Business Assets,  the Additional  Assets and the
Non-OMS Business Liabilities (the "REORGANIZATION"),  and in exchange therefore,
OMS shall (i) accept,  assume and agree to pay, perform or otherwise  discharge,
in accordance with the respective terms and subject to the respective conditions
thereof, the Non-OMS Business Liabilities.

     Section 3.2 ASSETS AND LIABILITIES.

             3.2.1 BUSINESS  ASSETS.  For purposes of this Agreement,  "BUSINESS
ASSETS"  means  all of the  assets,  properties,  rights,  agreements  and other
interests  identified in Section 3.2.1 of DST's  Disclosure  Schedule.  "NON-OMS
BUSINESS  ASSETS"  means all of the Business  Assets  other than those  Business
Assets owned by OMS both prior to the Reorganization and as of the Closing.  For
the  avoidance  of doubt,  "BUSINESS  ASSETS"  shall not include the  Additional
Assets.

             3.2.2 EXCLUDED ASSETS.  Notwithstanding  anything in this Agreement
to the  contrary,  it is hereby  acknowledged  and agreed  that Janus  shall not
directly or indirectly acquire or accept from DST or any of its Affiliates,  any
assets,  rights,  properties,  agreements  or  other  interests  which  are  not
described or referred to in Section 3.2.1 or Section  3.2.1 of DST's  Disclosure
Schedule  (such  rights,  properties,  agreements  and assets being  referred to
herein, collectively, as the "EXCLUDED Assets").

             3.2.3 BUSINESS  LIABILITIES.  For purposes of this  Agreement,  the
term  "BUSINESS  LIABILITIES"  means all  Liabilities  (other than the  Excluded
Liabilities)  to the extent  related to the  Business  or the  Business  Assets.
"NON-OMS BUSINESS  LIABILITIES" means all of the Business Liabilities other than
those  Business  Liabilities  already  owed or  assumed by OMS both prior to the
Reorganization and as of the Closing.

             3.2.4  EXCLUDED  LIABILITIES.   Notwithstanding  anything  in  this
Agreement to the contrary, it is hereby acknowledged and agreed that Janus shall
not directly or indirectly  assume or be obligated to pay,  perform or otherwise
assume or discharge any  Liabilities of DST or any of its Affiliates  (including
OMS), which are set forth in Section 3.2.4 of DST's Disclosure Schedule or which
do not relate more closely to the Business  than to the  businesses of DST other
than  the  Business  (except  to the  extent  of any such  Liabilities  that are
reflected  in the Closing Date Balance  Sheet and are  comparable  in nature and
amount to those reflected in the Business  Financial  Statement for December 31,
2002) (such Liabilities being referred to herein, collectively, as the "EXCLUDED
LIABILITIES").

             3.2.5 TAXES.  For purposes of this Agreement,  Taxes shall not be a
Business Liability or an Excluded  Liability,  and refunds or credits from Taxes
shall not be a  Business  Asset or  Excluded  Asset.  Liabilities,  refunds  and
credits with respect to Taxes shall be governed by and  allocated in  accordance
with the Tax Sharing Agreement.

     3.2.6 INSURANCE.

             3.2.6.1 If the  Business or any  Business  Asset  shall  suffer any
damage,  destruction or loss after the date hereof, but before the Closing,  and
such  Business or Business  Asset and the  related  casualty  are covered by any
insurance policy  maintained by DST or any of its Affiliates,  then DST shall as
soon as practicable  repair,  restore or replace such Business Asset, or if time
does not permit so repairing,  restoring or replacing, pay to OMS in cash at the
Closing,  the amount of the  proceeds  from such policy  covering  such  damage,
destruction or loss provided, that no payment shall be required pursuant to this
Section  3.2.6.1  to the  extent  that the  damage,  destruction  or loss to the
Business or the Business Asset is reflected in the Final Closing Balance Sheet.

             3.2.6.2 If the  Business  or any  Business  Asset  shall  incur any
Business Liability following the date hereof,  which arises out of or relates to
actions or  operations  of the  Business  or such  Business  Asset  prior to the
Closing  and for which  DST or any of its  Affiliates  is  entitled  to  receive
reimbursement  under any insurance policy,  DST shall promptly notify Janus, and
at Janus' request use its reasonable commercial efforts to pursue such claim or,
at DST's discretion,  assign and transfer all right of recovery under such claim
to  OMS,  if such  claim  is  assignable  and  transferable,  and pay to OMS any
recoveries  or other  payments  received  by DST or any of its  Affiliates  from
insurance  companies to the extent related to the Business  Liability;  provided
that OMS agrees to pay  reasonable  expenses  in either  pursuing  such claim or
transferring such claim;  provided,  further that such Business  Liability shall
not be reflected on the Final Closing Balance Sheet.


                                   ARTICLE IV.

                      REPRESENTATIONS AND WARRANTIES OF DST

     DST hereby represents and warrants to Janus as follows (it being understood
and agreed that,  with respect to any DST Entity not in existence as of the date
hereof or ceasing to exist  after the date  hereof,  these  representations  and
warranties  are made only with  respect to the period of  existence  of such DST
Entity):

     Section 4.1 ORGANIZATION AND STANDING.

             4.1.1 Each of DST, the DST  Entities and OMS is (a) a  corporation,
limited liability company or other legal entity duly organized, validly existing
and duly  qualified or licensed and in good standing under the Laws of the state
or jurisdiction of its  organization  with full corporate or other power, as the
case may be, and authority to own, lease,  use and operate its properties and to
conduct its business,  and (b) duly qualified or licensed to do business and, to
the extent  applicable,  is in good standing in any other  jurisdiction in which
the nature of the business conducted by it or the property it owns, leases, uses
or  operates  requires it to so  qualify,  be  licensed or be in good  standing,
except where the failure to be so qualified,  licensed or in good standing would
not,  individually  or in the aggregate,  have a Material  Adverse Effect on the
Business or OMS.  DST has  furnished  or made  available to Janus a complete and
correct  copy  of  the  certificate  of  incorporation  and  by-laws  (or  other
comparable  organizational  documents)  for  DST,  each of the DST  Entities  in
existence  on the date  hereof  and OMS,  each as in effect on the date  hereof.
Section  4.1.1 of DST's  Disclosure  Schedule  sets  forth a list,  correct  and
complete, of the DST Entities as of the date of this Agreement.

             4.1.2  To  DST's  knowledge,  neither  OMS nor any DST  Entity  has
conducted  the  Business  under or  otherwise  used,  for any  purpose or in any
jurisdiction, any fictitious name, assumed name, trade name or other name, other
than the names set forth in Section 4.1.1 of DST's Disclosure Schedule.

     Section 4.2 CAPITALIZATION OF OMS.

             4.2.1  As of the  Closing,  OMS's  authorized  capital  stock  will
consist of one hundred  (100) shares of OMS Common  Stock.  DST will,  as of the
Closing, own all of the issued and outstanding shares of OMS beneficially and of
record, free and clear of any Encumbrances. There will, as of the Closing, be no
shares of capital stock of OMS issued or outstanding  other than the OMS Shares.
As of the Closing,  DST shall have the sole,  absolute and  unrestricted  right,
power and  capacity to  exchange,  assign and  transfer all of the OMS Shares to
Janus. Upon delivery to Janus of the certificates representing the OMS Shares at
the Closing,  Janus will  acquire good and valid title to such shares,  free and
clear of any Encumbrances other than Encumbrances created by Janus or any of its
Subsidiaries.

             4.2.2  As of the  Closing,  all of the  OMS  Shares  shall  be duly
authorized,  validly  issued,  fully paid and  nonassessable,  and not issued in
violation of any preemptive or similar rights. As of the Closing, there shall be
no outstanding  subscriptions,  options,  warrants,  puts, calls,  agreements or
other rights of any type or other  securities (a) requiring the issuance,  sale,
transfer,  repurchase,  redemption or other acquisition of any shares of capital
stock of OMS, (b)  restricting  the  transfer of any shares of capital  stock of
OMS, or (c) relating to the voting of any shares of capital  stock of OMS. As of
the Closing, there shall be no issued or outstanding bonds, debentures, notes or
other  indebtedness  of OMS having the right to vote (or  convertible  into,  or
exchangeable for,  securities having the right to vote), upon the happening of a
certain  event or otherwise,  on any matters on which the equity  holders of OMS
may vote.

             4.2.3 As of the  Closing,  OMS shall not be in material  default or
violation (and no event shall have occurred  which,  with notice or the lapse of
time or both,  would  constitute  such a  default  or  violation)  of any  term,
condition or provision of its certificate of incorporation or bylaws.

             4.2.4 Except for the ownership interests set forth in Section 4.2.4
of DST's Disclosure Schedule,  as of the Closing, OMS shall not own, directly or
indirectly, nor have entered into any agreement, arrangement or understanding to
purchase or sell any capital stock or other equity interests in any Person or is
a member of or participant in any Person.  As of the Closing,  OMS will not have
any Subsidiaries.

     Section  4.3  CORPORATE  POWER AND  AUTHORITY.  Each of DST and OMS has all
requisite corporate power and authority to enter into and deliver this Agreement
and to consummate  the  transactions  contemplated  hereby.  DST and each of its
Affiliates which will be a party to the Ancillary  Agreements have all requisite
corporate  or other  power,  as the case may be, and  authority  to execute  and
deliver  the  Ancillary  Agreements  and the  other  agreements,  documents  and
instruments to be executed and delivered by it in connection with this Agreement
or the Ancillary  Agreements  and to consummate  the  transactions  contemplated
thereby.  The execution,  delivery and  performance of this Agreement by DST and
OMS and the  consummation  by  each  of  them of the  transactions  contemplated
hereby, and the execution,  delivery and performance of the Ancillary Agreements
and the other agreements, documents and instruments to be executed and delivered
in connection with this Agreement or the Ancillary Agreements by DST and each of
its Affiliates which is a party thereto and the consummation of the transactions
contemplated  thereby,  have been duly authorized by all necessary action on the
part of  each  such  Person  and,  except  for  obtaining  the  approval  of the
stockholders of DST of this Agreement and the transactions  contemplated  hereby
by the Required Vote (the "DST STOCKHOLDER APPROVAL"), no other corporate action
or corporate  proceeding on the part of DST or OMS is necessary to authorize the
execution,  delivery and  performance  by DST and OMS of this  Agreement and the
consummation  by  each of them of the  transactions  contemplated  hereby.  This
Agreement has been duly  executed and  delivered by DST and OMS and  constitutes
the legal, valid and binding obligation of DST and OMS,  enforceable against DST
and OMS in  accordance  with its terms,  except as may be limited by  applicable
bankruptcy, insolvency, reorganization,  moratorium or other similar laws now or
hereafter  in effect  relating  to or  affecting  creditors'  rights  generally,
including  the  effect  of  statutory  and  other  laws   regarding   fraudulent
conveyances and preferential transfers and subject to the limitations imposed by
general  equitable  principles  (regardless  of whether such  enforceability  is
considered in a proceeding at law or in equity).  The Ancillary  Agreements  and
the other agreements,  documents and instruments to be executed and delivered in
connection  with this Agreement or the Ancillary  Agreements at the Closing will
be duly  executed  and  delivered  by DST and its  Affiliates  which are a party
thereto and will constitute the legal, valid and binding  obligations of DST and
such Affiliates which are a party thereto,  enforceable against each such Person
in  accordance  with  their  respective  terms,  except  as  may be  limited  by
applicable bankruptcy, insolvency,  reorganization,  moratorium or other similar
laws now or  hereafter  in effect  relating to or  affecting  creditors'  rights
generally, including the effect of statutory and other laws regarding fraudulent
conveyances and preferential transfers and subject to the limitations imposed by
general  equitable  principles  (regardless  of whether such  enforceability  is
considered in a proceeding at law or in equity).

     Section 4.4 CONFLICTS;  CONSENTS AND  APPROVALS.  Neither the execution and
delivery by DST, OMS or any of their  respective  Affiliates of this  Agreement,
the Ancillary Agreements and the other agreements,  documents and instruments to
be executed and delivered by any of them in connection  with this  Agreement and
the Ancillary Agreements,  nor the consummation of the transactions contemplated
hereby and thereby, will:

             4.4.1 conflict with, or result in a breach of any provision of, the
organizational  documents of (a) DST, (b) OMS, or (c) any Affiliate of DST which
is a party to the Ancillary  Agreements or any other  agreements and instruments
to be executed and delivered in connection therewith;

             4.4.2  violate,  or  conflict  with,  or  result in a breach of any
provision  of, or  constitute  a default (or an event  that,  with the giving of
notice, the passage of time or otherwise,  would constitute a default) under, or
entitle any Person (with the giving of notice, the passage of time or otherwise)
to terminate,  accelerate,  modify or call a default under,  or give rise to any
obligation  to  make  a  payment  under,  or to  any  increased,  additional  or
guaranteed  rights  of any  Person  under,  or  result  in the  creation  of any
Encumbrance  upon any of the  properties  or assets of the  Business  or the OMS
Shares  under  any  of  the  terms,   conditions   or   provisions  of  (a)  the
organizational  documents  of DST,  the DST Entities or OMS, (b) any Contract to
which DST, the DST Entities  (with respect to the Business) or OMS is a party or
to which any of their  respective  properties or assets  (including the Business
Assets) may be bound which, if so affected, would either have a Material Adverse
Effect on the Business or be reasonably  likely to prevent the  consummation  of
the transactions contemplated herein, or (c) any permit, registration, approval,
license or other  authorization  or filing to which DST, the DST Entities  (with
respect to the  Business) or OMS is subject or to which any of their  respective
properties or assets (including the Business Assets) may be subject;

             4.4.3   require   any   action,   consent   or   approval   of  any
non-governmental  third party,  except for the DST Stockholder  Approval and the
Credit Facilities Consents;

             4.4.4  violate any order,  writ,  or  injunction,  or any  material
decree,  or  material  Law  applicable  to  DST,  the DST  Entities,  OMS or any
Affiliate of DST which is a party to the  Ancillary  Agreements  or any of their
respective  properties  or assets  (including  the  Business  Assets)  or to the
Business; or

             4.4.5 require any action,  consent or approval of, or review by, or
registration or filing by DST, the DST Entities,  OMS or any DST Affiliate which
is a party to the Ancillary Agreements with, any Governmental  Authority,  other
than (a) actions required by the Hart-Scott-Rodino Antitrust Improvements Act of
1976,  as amended  (the "HSR ACT"),  and (b) actions  required to obtain the DST
Stockholder Approval, including the filing of the DST Proxy Statement;

except as disclosed in Section 4.4 of the DST's  Disclosure  Schedule and except
in the case of Sections 4.4.2 (b) or (c), and Section 4.4.3 for any items (other
than  Encumbrances  upon any of the properties or assets of the Business (except
for Permitted  Encumbrances)  or upon the OMS Shares or Additional  Assets) that
would not, individually or in the aggregate, result in a Material Adverse Effect
on the  Business  or  materially  impair  the  ability  of DST or OMS to  timely
consummate the transactions contemplated hereby.

     Section 4.5 PROXY STATEMENT. The DST Proxy Statement will comply as to form
in all material respects with the requirements of the Securities Exchange Act of
1934, as amended (the "EXCHANGE ACT"),  except that no representation is made by
DST with respect to  statements  made therein based on  information  supplied in
writing by Janus  specifically  for  inclusion in the DST Proxy  Statement.  For
purposes of this  Agreement,  the parties hereto agree that  statements made and
information in the DST Proxy Statement  relating to the U.S.  federal income tax
consequences of the  transactions  herein  contemplated to holders of DST common
stock shall be deemed to be supplied by DST and not by Janus.

     Section 4.6 BOARD  APPROVAL.  The Board of Directors of DST, by resolutions
duly adopted,  including approval by a majority of the "Disinterested Directors"
(as  defined  in  DST's  Certificate  of  Incorporation)  and  not  subsequently
rescinded or modified in any way, has duly (a) determined that the  transactions
contemplated  by this Agreement and the Ancillary  Agreements are fair to and in
the best interests of DST and its stockholders,  (b) approved this Agreement and
the Ancillary  Agreements and (c) determined to recommend to the stockholders of
DST  that  such  stockholders   approve  this  Agreement  and  the  transactions
contemplated by this Agreement.

     Section  4.7  REQUIRED  VOTE.  The  affirmative  vote of the  holders  of a
majority of the  outstanding  shares of common  stock of DST is the only vote of
the  holders  of any class of capital  stock of DST  necessary  to  approve  the
transactions contemplated by this Agreement (the "REQUIRED VOTE").

     Section 4.8 NO MATERIAL ADVERSE EFFECT. Except as expressly contemplated by
this Agreement (including with respect to the Reorganization) or as disclosed in
Section 4.8 of DST's  Disclosure  Schedule,  since  December  31,  2002,  to the
knowledge of DST,  (a) OMS and the DST  Entities  have (i) operated the Business
only in the Ordinary Course of Business, (ii) maintained their books and records
in  accordance  with past  accounting  practice,  and (iii) used all  reasonable
commercial  efforts to preserve intact the assets and the business  organization
and operations of the Business,  to keep available the services of its employees
and  to  preserve  its  relationships  with  customers,   suppliers,  licensors,
licensees,  contractors  and other  persons with whom the Business or any of the
DST Entities or OMS have business  relations,  (b) no Material Adverse Effect on
the Business or OMS has occurred, and (c) there has been no event, occurrence or
development  that has had, or would  reasonably  be expected to have, a material
adverse  effect  on  the  ability  of  DST  or  OMS  to  timely  consummate  the
transactions  contemplated  hereby.  Without  limiting  the  generality  of  the
foregoing,  since December 31, 2002,  except as expressly  contemplated  by this
Agreement (including with respect to the  Reorganization),  the DST Entities and
OMS have not taken any action that if taken on or after the date  hereof,  would
constitute a breach of Section 6.4.

     Section 4.9 TAXES. OMS (and, to the extent relating to the Business or OMS,
DST,  each of the DST  Entities and each  consolidated,  combined or unitary Tax
group of which OMS,  DST or any DST Entity is or was a member)  has (i) duly and
timely  filed  all Tax  Returns  relating  to the  Business  or OMS  that it was
required to file  (taking into account any  extensions  of the filing  deadlines
which have been validly  granted) and (ii) paid all Taxes that are shown thereon
as owing or that are otherwise due and payable by it. Such filed Tax Returns are
true, correct and complete in all material respects.  The charges,  accruals and
reserves on the Business Financial Statements as of December 31, 2002 in respect
of Taxes  for all open  fiscal  periods  are  adequate  for the  payment  of all
liabilities  of OMS (and of DST and the DST  Entities to the extent  relating to
the Business) for Taxes,  and DST knows of no unpaid  assessments for additional
Taxes for any such  fiscal  period,  which  are not  reflected  on the  Business
Financial Statements as of December 31, 2002. Except as set forth in Section 4.9
of DST's Disclosure Schedule,  any deficiencies  proposed with respect to OMS or
the  Business as a result of any  governmental  audits of Tax Returns  have been
paid or fully  settled,  and there are no disputes  pending or  threatened as to
Taxes  payable by OMS or with  respect to the  Business.  Except as set forth in
Section 4.9 of DST's Disclosure Schedule, there are no outstanding agreements or
waivers extending the statutory period of limitation  applicable to any Taxes of
OMS (or of DST or the DST Entities to the extent  relating to the  Business) for
any  period.  Except as set forth in Section 4.9 of DST's  Disclosure  Schedule,
none of OMS, DST or the DST Entities to the extent  relating to the Business (i)
has filed a consent to the  application of Section 341(f) of the Code,  (ii) has
been  a  "distributing   corporation"   or  a  "controlled   corporation"  in  a
distribution  intended to qualify  under  Section  355(a) of the Code within the
past  five  years,  (iii)  is  a  party  to  any  Tax  sharing,   allocation  or
indemnification  agreement  or  arrangement,   (iv)  is  required  to  make  any
adjustments under Section 481(a) of the Code (or any similar provision of state,
local or foreign Tax law) for any taxable  year ending after the Closing Date or
(v) has been a member of an affiliated group filing a consolidated,  combined or
unitary Tax Return (other than the  affiliated  group of which DST is the common
parent) or has any liability for the Taxes of any Person (other than OMS and the
DST Entities) under Treasury  Regulation ss. 1.1502-6 (or any similar  provision
of state, local or foreign law).

     Section 4.10  COMPLIANCE  WITH LAW.  Except as set forth in Section 4.10 of
DST's Disclosure Schedule, to the knowledge of DST, OMS, DST and each of the DST
Entities and each of the officers,  directors,  employees and agents of OMS, DST
and of the DST  Entities  has  with  respect  to the  Business  complied  in all
material  respects with all Laws  applicable to the Business and OMS.  Except as
set forth in Section 4.10 of DST's Disclosure Schedule,  none of DST, OMS or any
of the DST Entities has received any notice from any Governmental Authority that
the Business or OMS or any DST Entity (with  respect to the  Business) or any of
the Business Assets,  Additional  Assets or Business  Liabilities has been or is
being conducted in violation of any applicable Law or that an  investigation  or
inquiry into any noncompliance  with any applicable Law is ongoing,  pending or,
to DST's knowledge, threatened.

     Section 4.11 INTELLECTUAL PROPERTY.

             4.11.1  Section  4.11.1 of DST's  Disclosure  Schedule sets forth a
list that  includes  all material  Intellectual  Property (as defined in Section
4.11.5),  which as of the Closing will be owned by,  registered  or filed in the
name of, OMS (all such Intellectual Property is referred to in this Agreement as
the "OWNED  INTELLECTUAL  PROPERTY").  With  respect  to the Owned  Intellectual
Property  that is  registered  or subject to an  application  for  registration,
Section 4.11.1 of DST's Disclosure  Schedule sets forth a list that includes the
jurisdictions  where such Owned  Intellectual  Property is  registered  or where
applications have been filed, and all registration numbers.  Except as set forth
in the Ancillary  Agreements or in Section 4.11.1 of DST's Disclosure  Schedule,
as of the  Closing,  OMS  will  be the  sole  owner  of the  Owned  Intellectual
Property,  free and clear of all Encumbrances other than Permitted Encumbrances,
and will  have the right to use and  sublicense,  without  payment  to any other
person,  all such  Owned  Intellectual  Property.  As of the  Closing,  to DST's
knowledge,  OMS will own its Technology free and clear of all Encumbrances other
than Permitted Encumbrances.

             4.11.2 Section 4.11.1 of DST's Disclosure  Schedule also sets forth
a list that includes all licenses of  Intellectual  Property to the DST Entities
(with respect to the Business) or OMS (such Intellectual Property is referred to
in this Agreement as the "LICENSED INTELLECTUAL PROPERTY," and together with the
Owned Intellectual  Property,  the "OMS INTELLECTUAL  Property").  Except as set
forth in  Section  4.11.1 of DST's  Disclosure  Schedule,  no  material  license
relating  to any OMS  Intellectual  Property  or any  Technology  (as defined in
Section  4.11.5)  has  been  granted,   except  as  provided  in  the  Ancillary
Agreements,  customer  agreements and nonexclusive  licenses to end-users in the
Ordinary  Course of  Business.  None of the DST  Entities  (with  respect to the
Business)  or OMS is bound  by or a party  to any  option,  license  or  similar
Contract  relating to any Intellectual  Property of any other person for the use
of such  Intellectual  Property  in the conduct of its  business,  except as set
forth in Section  4.11.1 of DST's  Disclosure  Schedule,  and except for license
agreements  relating  to  computer  software  licensed to OMS or to DST or a DST
Affiliate  for  the  nonexclusive  benefit  of  OMS in the  Ordinary  Course  of
Business. Except as set forth in Section 4.11.1 of DST's Disclosure Schedule, no
claims are pending or, to the  knowledge of DST,  threatened,  as of the date of
this Agreement against the DST Entities (with respect to the Business) or OMS by
any  person  claiming  infringement  by such DST  Entity  (with  respect  to the
Business)  or OMS of a  proprietary  right of such  person  in any  Intellectual
Property or Technology.

             4.11.3 The DST Entities  (with respect to the Business) or OMS have
paid all fees  required to be paid,  and have made all  renewals  required to be
made, for the maintenance of their proprietary  rights in the Owned Intellectual
Property  that is  necessary  for  the  conduct  of the  Business  as  currently
conducted,  except that neither the DST Entities,  nor OMS have submitted patent
applications  or  trademark  or  copyright  applications  for  any  Intellectual
Property  or  Technology  other than as  described  in  Section  4.11.1 of DST's
Disclosure Schedule.

             4.11.4 To the  knowledge of DST, as of date hereof,  no third party
is  infringing in any material  respect a proprietary  right of the DST Entities
(with  respect to the  Business)  or OMS in any Owned  Intellectual  Property or
Technology of the DST Entities (with respect to the Business) or OMS.

             4.11.5 In this Agreement:

             4.11.5.1  "INTELLECTUAL  PROPERTY" means any patent  (including all
reissues, divisions,  continuations and extensions thereof), patent application,
trademarks,  trademark  registrations,  trademark  applications,  service marks,
service mark registrations,  service mark applications, copyright registrations,
copyright  applications and all rights in Internet domain name registrations and
Internet protocol addresses.

             4.11.5.2   "TECHNOLOGY"   means  any  trade  secrets,   inventions,
know-how, formulae, customer lists, software, manufacturing information and data
in whatever form,  applications,  use and maintenance  information and technical
specifications  and plans for  products,  procedures  and  processes  other than
Confidential Business Information.

     Section 4.12 TITLE TO ASSETS; CONDITION AND SUFFICIENCY OF ASSETS.

             4.12.1 As of the  Closing,  OMS shall have good and valid title to,
or a  valid  and  binding  leasehold  interest  or  license,  or its  reasonable
equivalent  outside of the United States,  (subject to the terms of the relevant
lease or license)  in, the  Business  Assets free and clear of any  Encumbrances
other than and subject to Permitted Encumbrances, except as disclosed in Section
4.12.1 of DST's Disclosure  Schedule,  and the Additional Assets, free and clear
of any Encumbrances.

             4.12.2  Except as disclosed in Section  4.12.2 of DST's  Disclosure
Schedule, the Business Assets, the Business Contracts, the Leased Real Property,
the OMS Intellectual  Property,  the Business Records, the Confidential Business
Information of the Business,  the Technology of the Business,  together with the
Ancillary  Agreements,   and  the  Business  Employees   constitute,   and  upon
consummation of the transactions contemplated hereby will constitute, all of the
rights, assets,  properties and interests which are necessary and sufficient for
the continued operation and conduct of the Business as the Business is currently
being operated and conducted.

     Section 4.13 ENVIRONMENTAL MATTERS.  Except as set forth in Section 4.13 of
DST's  Disclosure  Schedule,  and  except as would not have a  Material  Adverse
Effect on the Business or OMS, to DST's knowledge:

             4.13.1  the  Business,  the  DST  Entities  (with  respect  to  the
Business),  OMS and the Business Assets are in compliance  with, and have at all
times complied with, all applicable  Environmental Laws, and there are no facts,
circumstances  or conditions,  including  requirements of current  Environmental
Laws that have been  adopted but are not yet  effective,  for which  reserves or
accruals would be required under GAAP, as consistently applied by DST;

             4.13.2  the  Business,  the  DST  Entities  (with  respect  to  the
Business), OMS and the Business Assets are not subject to any existing, pending,
or threatened Action or Claim by any Person under any Environmental Laws; and

             4.13.3 the Environmental  Permits that are required for the conduct
of the  Business as it is conducted  by the DST  Entities,  OMS and the Business
Assets are valid,  in full force and effect and  enforceable  according to their
terms,  no proceeding is pending or threatened,  to revoke,  modify or terminate
such  permits,  and  the  DST  Entities,  OMS and  the  Business  Assets  are in
compliance  with, and have at all times  complied  with, all such  Environmental
Permits.

             4.13.4  Section 4.13 of DST's  Disclosure  Schedule  sets forth all
unresolved,  material  findings  from any internal  and  external  environmental
audits and reports (in each case,  relevant to the  Business,  the DST  Entities
(with respect to the Business), OMS or any of the Business Assets) known to DST.

     Section 4.14 LITIGATION.

             4.14.1 There is no material Action pending or threatened in writing
or, to DST's knowledge, otherwise threatened, against DST, OMS or any of the DST
Entities  or any  executive  officer or  director  thereof in each case that (a)
relates to the  Business,  the Business  Assets,  Additional  Assets or Business
Liabilities  or the DST Entities (with respect to the Business) or OMS or (b) as
of the date hereof,  seeks,  or could  reasonably  be  expected,  to prohibit or
restrain  the  ability of DST or OMS to enter into this  Agreement  or to timely
consummate  any  of  the  transactions   contemplated   hereby   (including  the
Reorganization) or the ability of DST or any of its Affiliates to enter into any
of the Ancillary  Agreements to which it is a party or to timely  consummate any
of the transactions  contemplated thereby and, to the knowledge of DST, there is
no reasonable basis for any such Action.

             4.14.2 There is no Action  pending that was  instituted by OMS, DST
or any of the DST Entities  with  respect to the Business  claiming an amount in
excess of $100,000, and none of OMS, DST or any of the DST Entities has made any
Claim or threatened to make any such Claim or commence any such Action involving
an amount in excess of $100,000.

             4.14.3   There  are  no  material   judgments,   decrees,   written
agreements,  memoranda of understanding or orders of any Governmental  Authority
outstanding against OMS, DST or any of the DST Entities relating to the Business
or any Business Assets,  Additional  Assets or Business  Liabilities which could
reasonably  be  expected to prevent,  prohibit,  materially  delay or enjoin the
consummation of the transactions contemplated hereby.

     Section 4.15 EMPLOYEE BENEFIT PLANS.

             4.15.1  As  of  the  Closing,  OMS  will  not  sponsor,   maintain,
contribute to, or have any Liability under, for or with respect to, any Employee
Benefit Plans  (including  Multiemployer  Plans) or any  Employment  Agreements,
except as provided under the Ancillary  Agreements.  From and after the Closing,
Janus or its  Subsidiaries or Affiliates will not directly or indirectly have or
incur any  Liabilities,  whether by virtue of the  transactions  contemplated by
this  Agreement  or  otherwise,  with respect to or in  connection  with (i) any
Employee  Benefit  Plans  (including  Multiemployer  Plans)  or  any  Employment
Agreements,  except as provided  under the  Ancillary  Agreements;  and (ii) the
Business  Employees or any other  individuals  who do or did at any time provide
employment or employment-type  services for or with respect to OMS or any of the
DST Entities, which arose or were incurred at any time prior to the Closing.

             4.15.2  There does not now exist,  nor do any  circumstances  exist
that could result in, any Controlled  Group  Liability that would be a liability
of DST or its ERISA Affiliates following the Closing.

             4.15.3 DST, the DST  Entities  and OMS have no liability  for life,
health,  medical or other welfare  benefits to former employees or beneficiaries
or dependents thereof,  except for health  continuation  coverage as required by
Section 4980B of the Code or Part 6 of Title I of ERISA and at no expense to DST
or its ERISA Affiliates.

             4.15.4 Neither the execution and delivery of this Agreement nor the
consummation of the  transactions  contemplated  hereby will (either alone or in
conjunction  with any other  event)  result in, cause the  accelerated  vesting,
funding or  delivery  of, or  increase  the  amount or value of, any  payment or
benefit to any employee, officer or director of DST, the DST Entities or OMS, or
result in any  limitation on the right of DST, the DST Entities or OMS to amend,
merge, terminate or receive a reversion of assets from any Employee Benefit Plan
or related trust or any Material Employment  Agreement or related trust. Without
limiting the generality of the foregoing,  no amount paid or payable (whether in
cash,  in property,  or in the form of benefits) by DST, the DST Entities or OMS
in connection  with the  transactions  contemplated  hereby  (either solely as a
result thereof or as a result of such transactions in conjunction with any other
event) will be an "excess parachute  payment" within the meaning of Section 280G
of the Code.

             4.15.5 None of DST or its ERISA  Affiliates  nor any other  person,
including any fiduciary, has engaged in any "prohibited transaction" (as defined
in Section 4975 of the Code or Section 406 of ERISA), which could subject any of
the Employee Benefit Plans or their related trusts, DST or its ERISA Affiliates,
or any person that DST, the DST Entities or OMS has an  obligation to indemnify,
to any material tax or penalty imposed under Section 4975 of the Code or Section
502 of ERISA.

             4.15.6 There are no pending or threatened claims (other than claims
for benefits in the ordinary course),  lawsuits or arbitrations  which have been
asserted or instituted,  and, to DST's knowledge, no set of circumstances exists
which may  reasonably  give rise to a claim or lawsuit,  against the Plans,  any
fiduciaries  thereof  with respect to their duties to the Plans or the assets of
any of the trusts under any of the Plans which could  reasonably  be expected to
result in any material  liability of DST, the DST Entities or OMS to the Pension
Benefit  Guaranty  Corporation,  the  Department of Treasury,  the Department of
Labor, any Multiemployer Plan, any Plan, any participant in a Plan, or any other
party.

             4.15.7  All  Employee  Benefit  Plans  subject  to the  laws of any
jurisdiction outside of the United States (i) have been maintained in accordance
with all  applicable  requirements,  (ii) if they are  intended  to qualify  for
special tax treatment meet all  requirements  for such  treatment,  and (iii) if
they are intended to be funded and/or book reserved are fully funded and/or book
reserved, as appropriate, based upon reasonable actuarial assumptions.

     Section 4.16 CONTRACTS.  Section 4.16 of DST's Disclosure Schedule contains
a complete  list,  as of the date  hereof,  of all  Contracts  (other  than this
Agreement and the Ancillary  Agreements and,  except as noted below,  Employment
Agreements)  to which OMS is, or will be at Closing,  a party or bound,  or that
otherwise  relate to the Business,  a Business Asset,  an Additional  Asset or a
Business Liability, and that fall within any of the following categories:

             (a) each customer  agreement  which involves the receipt or payment
in 2002 or annually thereafter of more than $1,000,000;

             (b) each  Contract  providing  for  aggregate  payment  of,  or the
performance of services, or delivery of goods or materials with a value of, more
than  $1,000,000 in any 12 month period by or to any DST Entity (with respect to
the Business) or OMS;

             (c)  each  Contract   providing  for  the  sale,   lease  or  other
disposition of any of the Business  Assets other than in the Ordinary  Course of
Business;

             (d) each  Contract  for the  purchase  of any  assets  in excess of
$1,000,000;

             (e) each joint venture or  partnership  agreement and each Contract
providing  for  the  formation  of  a  joint  venture,   long-term  alliance  or
partnership or involving an equity investment by any DST Entity (with respect to
the Business) or OMS;

             (f) each Contract  (including an Employment  Agreement) (a) that by
its  express  terms  affects or limits the  freedom in any  material  way of the
Business,  or OMS or the DST  Entities  (with  respect to which  obligations  or
limitations  shall remain in effect  following  the Closing of the  Business) to
compete in any line of business or with any Person or in any geographic  area or
(b)  that  imposes   non-solicitation,   exclusive   dealing  or  other  similar
obligations  on the  Business or OMS or the DST  Entities  (with  respect to the
Business), which obligations or limitations shall remain in effect following the
Closing;

             (g)  each  Contract  relating  to any  outstanding  commitment  for
capital expenditures in excess of $1,000,000;

             (h) each Contract (or group of related  Contracts)  under which any
DST Entity (with respect to the Business) or OMS has created, incurred, assumed,
or guaranteed  any  Indebtedness  or that relates to the lending or advancing of
amounts or investment in any other Person, in each case, in excess of $1,000,000
by any of the DST Entities  (with  respect to the  Business) or OMS or providing
for the  creation of any  Encumbrance  securing an  obligation  likely to exceed
$1,000,000 upon any Business Asset or Additional Asset;

             (i) each lease,  sublease or similar  agreement under which any DST
Entity  (with  respect  to the  Business)  or OMS is a lessee  or  sublessee  of
tangible personal  property used or held for use in the Business,  for an annual
rent in excess of $1,000,000;

             (j)  each  joint  research  and  development   agreement  involving
expenditures by the Business in excess of $1,000,000 in any calendar year;

             (k) each Real Property Lease;

             (l)  each  Contract  relating  to  material  Licensed  Intellectual
Property;

             (m) any Contract  concerning the marketing or distribution by third
parties of any  products or services of the  Business  (including  any  Contract
requiring the payment of any sales or marketing or  distribution  commissions or
granting to any Person  rights to market,  distribute  or sell such  products or
services) involving sales of products of more than $1,000,000 annually;

             (n) any other  Contract  which was  entered  into other than in the
Ordinary  Course of  Business  involving  payments  to or from third  parties in
excess of $500,000;

             (o) to the  knowledge  of DST,  any  Contract  which  is  otherwise
material to the Business.

DST has made  available  to Janus or its  representatives  correct and  complete
copies of all such Contracts with all amendments thereof. Each such Contract is,
and will at Closing be, valid, binding and enforceable against OMS and, to DST's
knowledge,  the other parties thereto in accordance with its terms,  and is, and
will at  Closing  be in full  force  and  effect,  except as may be  limited  by
applicable bankruptcy, insolvency,  reorganization,  moratorium or other similar
laws now or  hereafter  in effect  relating to or  affecting  creditors'  rights
generally, including the effect of statutory and other laws regarding fraudulent
conveyances and preferential transfers and subject to the limitations imposed by
general  equitable  principles  (regardless  of whether such  enforceability  is
considered in a proceeding  at law or in equity).  None of DST, the DST Entities
or OMS is,  or as of the  Closing  will  be,  in  material  default  under or in
material  breach of or is, or as of the Closing  will be,  otherwise  materially
delinquent in performance  under any such Contract,  and, to DST's  knowledge no
event has occurred,  or will as of the Closing occur, that, with notice or lapse
of time, or both,  would  constitute such a default.  To DST's knowledge each of
the other  parties  thereto has  performed in all  material  respects all of the
obligations required to be performed by it under, and is not in material default
under,  any such  Contract and, to DST's  knowledge no event has occurred  that,
with notice or lapse of time, or both, would constitute such a default. To DST's
knowledge there are no material  disputes  pending or threatened in writing with
respect to any such Contracts. None of DST, the DST Entities or OMS, or to DST's
knowledge, any other party to any such Contract has exercised any option granted
to it to terminate or shorten or extend the term of such  Contract,  and none of
DST,  the DST  Entities  or OMS,  has given  written or oral  notice or received
written  or, to DST's  knowledge,  oral  notice to such  effect.  Subject to the
rights of other parties  thereto to terminate  such  agreements  pursuant to the
terms thereof in the ordinary course,  and any amendments which may be agreed to
by OMS  following the Closing,  to the  knowledge of DST, all of such  Contracts
will continue to be valid, binding,  enforceable and in full force and effect on
substantially  identical  terms following the  consummation of the  transactions
contemplated  hereby,  except  as  may  be  limited  by  applicable  bankruptcy,
insolvency, reorganization, moratorium or other similar laws now or hereafter in
effect  relating to or affecting  creditors'  rights  generally,  including  the
effect  of  statutory  and  other  laws  regarding  fraudulent  conveyances  and
preferential  transfers  and  subject  to the  limitations  imposed  by  general
equitable principles (regardless of whether such enforceability is considered in
a proceeding at law or in equity),  subject to obtaining  any Required  Consents
disclosed in Section  4.16 of DST's  Disclosure  Schedule,  except as would not,
individually  or in the  aggregate,  reasonably  be  expected to have a Material
Adverse Effect on the Business or OMS.

     Section 4.17 LABOR AND EMPLOYMENT MATTERS

             4.17.1  There  are  no  collective  bargaining  agreements,   union
contracts  or  similar  agreements  or  arrangements  in effect  that  cover any
Business  Employee (each, a "COLLECTIVE  BARGAINING  AGREEMENT").  Except as set
forth in Section 4.17.1 of DST's Disclosure Schedule,  to DST's knowledge,  with
respect  to any  Business  Employee,  (a)  there  is no labor  strike,  dispute,
slowdown,  lockout or stoppage pending or threatened against OMS or with respect
to any  Business  Employees,  and OMS  has not  experienced  any  labor  strike,
dispute,  slowdown, lockout or stoppage since December 31, 2000; (b) there is no
unfair labor practice  charge or complaint  against any of OMS and (with respect
to the Business)  the DST Entities  pending or, to DST's  knowledge,  threatened
before the National Labor Relations Board or before any similar state or foreign
agency;  (c) there is no grievance or arbitration  arising out of any Collective
Bargaining  Agreement  or other  grievance  procedure;  and (d) no  charges  are
pending before the Equal Employment  Opportunity  Commission or any other agency
responsible for the prevention of unlawful employment practices.

             4.17.2  Except as set forth in Section  4.17.2 of DST's  Disclosure
Schedule, at no time within one year prior to the date hereof have DST or any of
its  Affiliates  effectuated  any of the following  with respect to any Business
Employee:  (a) a "plant closing" (as defined in the WARN Act) affecting any site
of  employment or one or more  facilities or operating  units within any site of
employment  or  facility;  (b) a "mass  layoff"  (as  defined  in the WARN  Act)
affecting any site of  employment or facility;  nor have any of the DST Entities
or OMS been  affected  by any  transaction  or engaged in layoffs or  employment
terminations sufficient in number to trigger application of any similar state or
local law;  or (c) any other  event,  which  under the Laws of any  jurisdiction
outside of the United  States of  America,  would  require  notification  and/or
consultation  with  employee  representatives,  affected  parties or  government
agencies,  a "social  plan," or  similar  employer  action as a result of, or in
connection with, employee terminations or business restructurings.

             4.17.3  Except as set forth in Section  4.17.3 of DST's  Disclosure
Schedule,  the  DST  Entities  (with  respect  to the  Business)  and OMS are in
compliance  in all  material  respects  with all Laws,  regulations  and  orders
relating to the employment of labor,  including all such Laws,  regulations  and
orders  relating to wages,  hours,  the WARN Act and any similar  state or local
"mass layoff" or "plant  closing" Law,  collective  bargaining,  discrimination,
civil rights,  safety and health,  workers'  compensation and the collection and
payment of withholding and/or social security taxes and any similar tax.

     Section 4.18 FINANCIAL STATEMENTS.

             4.18.1 Section 4.18.1 of DST's Disclosure  Schedule  contains true,
correct and complete copies of the audited financial  statements of the Business
consisting  of statements of income for the years ended as of December 31, 2002,
2001 and 2000 and balance sheets as of December 31, 2002 and 2001.  Such audited
financial  statements (the "BUSINESS FINANCIAL  STATEMENTS")  present fairly the
financial  condition of the Business as of the dates thereof and its  statements
of income and cash flows and  changes in equity for the  periods  then ended and
have been prepared in accordance with GAAP applied on a consistent basis (except
as may be disclosed in the notes thereto).

             4.18.2 Section 4.18.2 of DST's Disclosure  Schedule  contains true,
correct  and  complete  copies  of the  unaudited  financial  statements  of the
Business for the six-month period ended on June 30, 2003 (the "INTERIM  BUSINESS
FINANCIAL STATEMENTS"). The Interim Business Financial Statements present fairly
the financial  condition of the Business as of such date,  and the  consolidated
results of its operations and cash flows for the period then ended and have been
prepared in accordance with GAAP applied on a consistent basis (except as may be
disclosed in the notes thereto).

             4.18.3  Except (a) as disclosed or reserved  against in the balance
sheet portion of the Business Financial Statements for the period ended December
31, 2002 or (b) as incurred after  December 31, 2002 (1) in the Ordinary  Course
of Business  and (2) without  violation  of Section  6.4, or (c) as set forth in
Section 4.18.3 of DST's Disclosure Schedule,  the Business, the Business Assets,
the Additional  Assets and OMS are not subject to, and the Business  Liabilities
do not include, any Liabilities.

     Section 4.19 PERMITS; COMPLIANCE.

             4.19.1 To DST's  knowledge,  each of the DST Entities (with respect
to the Business) and OMS is in  possession of all material  franchises,  grants,
authorizations,  licenses, permits, easements, variances,  exemptions, consents,
certificates,  approvals  and orders  necessary  to own,  lease and  operate its
properties  and to carry on its business as it is now being  conducted and as it
will be conducted through to the Closing (collectively, the "PERMITS"). There is
no material Action pending, or, to DST's knowledge, threatened, regarding any of
the  Permits  and  each  such  Permit  is in full  force  and  effect.  To DST's
knowledge,  the DST Entities  (with  respect to the Business) and OMS are not in
conflict with, or in material default (or would be in default with the giving of
notice,  the passage of time,  or both)  with,  or in  violation  of, any of the
Permits.

     Section 4.20 REAL ESTATE.

             4.20.1 As of the date  hereof and the  Closing  Date,  OMS does and
will not own any real property.  Section 4.20 of DST's Disclosure  Schedule sets
forth a list,  complete and accurate in all respects,  of all real property that
is, as of the date hereof, and will be as of the Closing, leased or subleased to
OMS and used in the operation of the Business.  DST has provided Janus with true
and correct copies of all leases for the Leased Real Property.

             4.20.2  Each  Real  Property  Lease is and  will be at the  Closing
valid,  binding and enforceable  against OMS and, to DST's knowledge,  the other
parties thereto in accordance  with its terms,  and is in full force and effect,
except as may be limited by applicable bankruptcy,  insolvency,  reorganization,
moratorium  or other  similar  laws now or  hereafter  in effect  relating to or
affecting  creditors'  rights  generally,  including the effect of statutory and
other laws  regarding  fraudulent  conveyances  and  preferential  transfers and
subject to the limitations imposed by general equitable  principles  (regardless
of whether  such  enforceability  is  considered  in a  proceeding  at law or in
equity).

             4.20.3  As of the  Closing,  OMS  will not be in  material  default
under, in material breach of or otherwise  materially  delinquent in performance
under any Real Property Lease and, to DST's knowledge, no event has occurred, or
as of the Closing will occur,  which, with due notice or lapse of time, or both,
would constitute such a default; and

             4.20.4 There are no material  leases or subleases to which OMS will
be a party or bound at Closing, as lessor, and third parties,  as lessees,  with
respect to any of the Real  Property,  except as  disclosed  in Section  4.20 of
DST's Disclosure Schedule.

             4.20.5  To DST's  knowledge,  there  does  not  exist  any  actual,
threatened or  contemplated  condemnation  or eminent  domain  proceedings  that
affect any material Real Property.

             4.20.6 To DST's  knowledge,  the current use and  occupancy  of the
Real Property and the  improvements  located thereon are not in violation of any
material recorded covenants, conditions,  restrictions,  reservations, easements
or agreements affecting the Real Property.

             4.20.7  To DST's  knowledge,  no part of any  material  improvement
located on the Real Property which is material to its operation is dependent for
its access, operation or utility on any land, building or other improvements not
included in the Real Property, and all the material Real Property has sufficient
access  to  public  roads,  except  as  disclosed  in  Section  4.12.1  of DST's
Disclosure Schedule.

     Section 4.21 INTERCOMPANY SERVICES. Except for the Ancillary Agreements and
except as set forth in Section 4.21 of DST's Disclosure  Schedule,  there are no
Contracts  pursuant to which any goods,  services,  materials  or  supplies  are
provided (i) by OMS, the Business,  or the Business Assets,  on the one hand, to
DST or any of its Affiliates (other than OMS), on the other hand, or (ii) by DST
or any of its  Affiliates  (other  than  OMS),  on the one  hand,  to  OMS,  the
Business,  or the Business  Assets,  on the other hand (each,  an  "INTERCOMPANY
ARRANGEMENT").

     Section 4.22 RELATIONSHIPS  WITH CUSTOMERS.  Except as set forth in Section
4.22 of DST's Disclosure Schedule,  since December 31, 2002, neither DST nor any
of its Subsidiaries has received any written communication in which any customer
of the Business who accounted  for annual sales in excess of  $1,000,000  during
DST's  immediately  preceding  fiscal year states an  intention  to terminate or
materially reduce its purchases from the Business.

     Section  4.23  GUARANTIES.  Except  as set forth in  Section  4.23 of DST's
Disclosure Schedule,  OMS is not directly or indirectly (a) liable, by guarantee
or  otherwise,  upon or with  respect to, (b)  obligated  to provide  funds with
respect to, or to guarantee or assume,  any  Indebtedness or other obligation of
any Person.

     Section  4.24  CERTAIN  OTHER  TAX  MATTERS.  Neither  DST  nor  any of its
Subsidiaries or Affiliates has taken or agreed to take any action, has failed to
take any action or knows of any fact, agreement, plan or other circumstance,  in
each case that could reasonably be expected to prevent DST from receiving either
of the opinions described in clause (a) of Section 8.1.3.


                                   ARTICLE V.

                     REPRESENTATIONS AND WARRANTIES OF JANUS

     Janus hereby represents and warrants to DST as follows:

     Section 5.1  ORGANIZATION  AND STANDING.  Janus is (a) a  corporation  duly
organized,  validly existing and duly qualified or licensed and in good standing
under  the Laws of the  state or  jurisdiction  of its  organization  with  full
corporate power and authority to own, lease,  use and operate its properties and
to conduct its business,  and (b) duly  qualified or licensed to do business and
is in good  standing  in any  other  jurisdiction  in which  the  nature  of the
business conducted by it or the property it owns, leases or operates requires it
to so qualify,  be licensed or be in good standing,  except where the failure to
be so qualified,  licensed or in good standing would not, individually or in the
aggregate, have a Material Adverse Effect on Janus.

     Section  5.2  CORPORATE  POWER  AND  AUTHORITY.  Janus  has  all  requisite
corporate  power and  authority to enter into and deliver this  Agreement and to
consummate  the  transactions  contemplated  hereby.  Janus  has  all  requisite
corporate  power and authority to execute and deliver the  Ancillary  Agreements
and the other agreements, documents and instruments to be executed and delivered
by it in  connection  with this  Agreement or the  Ancillary  Agreements  and to
consummate the transactions  contemplated  thereby. The execution,  delivery and
performance  of this  Agreement  by Janus and the  consummation  by Janus of the
transactions  contemplated hereby, including the exchange and delivery to DST of
the Janus  DST  Shares,  and the  execution,  delivery  and  performance  of the
Ancillary  Agreements and the other agreements,  documents and instruments to be
executed  and  delivered in  connection  with this  Agreement  or the  Ancillary
Agreements  by  Janus  and the  consummation  of the  transactions  contemplated
thereby, have been duly authorized by all necessary action on the part of Janus.
This Agreement has been duly executed and delivered by Janus and constitutes the
legal,  valid and binding  obligation  of Janus,  enforceable  against  Janus in
accordance  with its terms,  except as may be limited by applicable  bankruptcy,
insolvency, reorganization, moratorium or other similar laws now or hereafter in
effect  relating to or affecting  creditors'  rights  generally,  including  the
effect  of  statutory  and  other  laws  regarding  fraudulent  conveyances  and
preferential  transfers  and  subject  to the  limitations  imposed  by  general
equitable principles (regardless of whether such enforceability is considered in
a  proceeding  at law or in  equity).  The  Ancillary  Agreements  and the other
agreements,  documents and  instruments to be executed and delivered by Janus in
connection  with this Agreement or the Ancillary  Agreements at the Closing will
be duly executed and delivered by Janus and will constitute the legal, valid and
binding obligations of Janus, enforceable against Janus in accordance with their
respective terms, except as may be limited by applicable bankruptcy, insolvency,
reorganization,  moratorium  or other  similar  laws now or  hereafter in effect
relating to or affecting  creditors' rights  generally,  including the effect of
statutory  and other laws  regarding  fraudulent  conveyances  and  preferential
transfers and subject to the limitations imposed by general equitable principles
(regardless of whether such  enforceability is considered in a proceeding at law
or in equity).

     Section 5.3 CONFLICTS;  CONSENTS AND  APPROVALS.  Neither the execution and
delivery by Janus of this  Agreement,  the  Ancillary  Agreements  and the other
agreements,  documents and  instruments to be executed and delivered by Janus in
connection   with  this  Agreement  and  the  Ancillary   Agreements,   nor  the
consummation of the transactions contemplated hereby and thereby, will:

             5.3.1 conflict with, or result in a breach of any provision of, the
organizational  documents of (a) Janus or (b) any  Affiliate of Janus which is a
party to the Ancillary  Agreements or any other agreements and instruments to be
executed and delivered in connection therewith;

             5.3.2  violate,  or  conflict  with,  or  result in a breach of any
provision  of, or  constitute  a default (or an event  that,  with the giving of
notice, the passage of time or otherwise,  would constitute a default) under, or
entitle any Person (with the giving of notice, the passage of time or otherwise)
to terminate,  accelerate,  modify or call a default under,  or give rise to any
obligation  to  make  a  payment  under,  or to  any  increased,  additional  or
guaranteed  rights  of any  Person  under,  or  result  in the  creation  of any
Encumbrance  upon any of the Janus DST Shares or any of the other  properties or
assets of Janus  under any of the terms,  conditions  or  provisions  of (a) any
organizational documents of Janus, (b) any Contract to which Janus is a party or
to which any of its  properties  or  assets  may be  bound,  or (c) any  permit,
registration,  approval, license or other authorization or filing to which Janus
is subject or to which any of its properties or assets may be subject;

             5.3.3  violate any order,  writ,  or  injunction,  or any  material
decree, or material Law applicable to Janus or any of its properties or assets;

             5.3.4 require any action,  consent or approval of, or review by, or
registration or filing by Janus with, any Governmental Authority, other than (a)
actions  required  by the HSR Act,  and (b)  actions  required to obtain the DST
Stockholder Approval, including the filing of the DST Proxy Statement; or

             5.3.5   require   any   action,   consent   or   approval   of  any
non-governmental third party, except for the Janus Consent;

except in the case of  Sections  5.3.2 or 5.3.5  for any of the items  specified
therein  (other than  Encumbrances  upon the Janus DST  Shares)  that would not,
individually or in the aggregate,  result in a Material  Adverse Effect on Janus
or materially  impair the ability of Janus to timely consummate the transactions
contemplated hereby.

     Section 5.4 JANUS DST SHARES. As of the date hereof,  Janus owns a total of
39,724,052  shares of DST Common Stock. As of the Closing,  Janus will have good
and valid  title to the Janus DST  Shares,  free and clear of all  Encumbrances.
Upon delivery to DST of the  certificates  representing  the Janus DST Shares at
the Closing,  DST will  acquire  good and valid title to such  shares,  free and
clear of any Encumbrances,  other than Encumbrances created by DST or any of its
Subsidiaries.

     Section  5.5 BOARD AND  STOCKHOLDER  APPROVAL.  The Board of  Directors  of
Janus,  by  resolutions  duly adopted by unanimous vote at a meeting duly called
and held and not subsequently rescinded or modified, has (a) determined that the
transactions  contemplated  by this  Agreement and the Ancillary  Agreements are
fair to and in the best interests of Janus, (b) approved this Agreement, and (c)
authorized  all  necessary  actions of the officers of Janus to  consummate  the
transactions  contemplated in this Agreement and in the Ancillary Agreements. No
vote of the  stockholders  of Janus is  required  to  approve  the  transactions
contemplated by this Agreement.

     Section 5.6 LITIGATION.  As of the date hereof, there is no material Action
pending or threatened in writing, or, to Janus' knowledge, otherwise threatened,
against  Janus that  seeks,  or could  reasonably  be  expected,  to prohibit or
restrain  the  ability  of Janus to  enter  into  this  Agreement  or to  timely
consummate any of the transactions  contemplated hereby and, to the knowledge of
Janus, there is no reasonable basis for any such Action.

     Section 5.7 NO MATERIAL ADVERSE EFFECT. No event, occurrence or development
exists that would  reasonably be expected to have a material  adverse  effect on
the ability of Janus to timely consummate the transactions contemplated hereby.

     Section 5.8  INVESTMENT  REPRESENTATION.  Janus is acquiring the OMS Shares
for  investment  and not with a view toward or for sale in  connection  with any
distribution  thereof,  or with any present intention of distributing or selling
such  stock.  Janus  agrees  that the OMS Shares  may not be sold,  transferred,
offered  for sale,  pledged,  hypothecated  or  otherwise  disposed  of  without
registration under the Securities Act, except pursuant to an exemption from such
registration available under the Securities Act.

     Section 5.9 CERTAIN TAX MATTERS.  Neither Janus nor any of its Subsidiaries
or  Affiliates  has taken or agreed to take any  action,  has failed to take any
action or knows of any fact, agreement, plan or other circumstance, in each case
that could  reasonably be expected to prevent Janus from receiving either of the
opinions described in clause (b) of Section 8.1.3.

     Section  5.10  GOVERNMENTAL  ACTIONS.  There  are  no  material  judgments,
decrees,  written  agreements,  memoranda  of  understanding  or  orders  of any
Governmental  Authority  outstanding  against  Janus which could  reasonably  be
expected to prevent,  prohibit,  materially  delay or enjoin the consummation of
the transactions contemplated hereby.



                                   ARTICLE VI.

                            COVENANTS AND AGREEMENTS

     Section 6.1 PROXY STATEMENT.

             6.1.1 DST shall use its reasonable  commercial  efforts to promptly
prepare and file with the SEC a  preliminary  form of the proxy  statement to be
sent to the DST  stockholders  in connection with the DST  Stockholders  Meeting
(the "DST PROXY STATEMENT").  DST shall use its reasonable commercial efforts to
have the DST Proxy Statement cleared by the SEC as promptly as practicable after
such filing.  DST shall  provide  Janus and its legal  counsel  with  reasonable
opportunity  to comment upon the form and  substance of the DST Proxy  Statement
(including  any  amendments or  supplements  thereto) prior to filing such proxy
statement,  amendment  or  supplement  with  the  SEC,  and  DST  shall  use its
reasonable commercial efforts to incorporate Janus' reasonable comments into the
DST Proxy Statement (including any amendments or supplements thereto).  DST will
advise Janus,  promptly after it receives notice thereof,  of any request by the
SEC for amendment of the DST Proxy Statement or comments thereon which relate to
the Business  and/or the  transactions  contemplated  by this  Agreement and the
Ancillary  Agreements and shall provide to Janus copies of any comments received
from the SEC in  connection  therewith and shall use its  reasonable  commercial
efforts to consult with Janus in responding to the SEC.

             6.1.2 DST and Janus each agrees,  as to itself and its  Affiliates,
that none of the information  supplied or to be supplied by it or its Affiliates
for inclusion or incorporation by reference in the DST Proxy Statement,  and any
amendment or  supplement  thereto  will,  at the time filed with the SEC, at the
date of mailing to stockholders and at the time of the DST Stockholders Meeting,
contain any untrue  statement  of a material  fact or omit to state any material
fact required to be stated  therein or necessary in order to make the statements
therein,  in the light of the  circumstances  under  which they were  made,  not
misleading. If at any time prior to the date of the DST Stockholders Meeting any
information  relating to DST or Janus,  or any of their  respective  Affiliates,
officers or directors,  should be discovered by DST or Janus which should be set
forth in an amendment or  supplement  to the DST Proxy  Statement,  so that such
document would not include any  misstatement of a material fact or omit to state
any  material  fact  required  to be stated  therein  or  necessary  to make the
statements  therein,  in the light of the  circumstances  under  which they were
made, not misleading,  the party which discovers such information shall promptly
notify the other  party and,  to the  extent  required  by  applicable  law,  an
appropriate  amendment or supplement  describing such information shall be filed
promptly with the SEC and, to the extent  required by law,  disseminated  to the
DST stockholders.

             6.1.3 DST will use its reasonable  commercial  efforts to cause the
DST Proxy Statement to be mailed to its  stockholders as promptly as practicable
after the date on which the DST Proxy Statement is cleared by the SEC.

     Section  6.2  STOCKHOLDER  MEETING;  BOARD  RECOMMENDATION.  DST will  take
reasonable  commercial  efforts to convene,  and shall convene, a meeting of the
stockholders of DST at which the stockholders of DST shall consider  approval of
this Agreement and the transactions  contemplated  hereby (the "DST STOCKHOLDERS
MEETING")  as  promptly  as  practicable.  The Board of  Directors  of DST shall
recommend to the DST stockholders the approval of the matters to be submitted to
the stockholders at the DST Stockholders Meeting,  which recommendation shall be
set forth in the DST Proxy  Statement,  and shall use its reasonable  commercial
efforts  to solicit  such  approval.  Janus  shall vote all shares of DST Common
Stock beneficially owned by Janus at the time of the DST Stockholders Meeting in
favor of approval of this Agreement and the transactions  contemplated hereby at
the DST Stockholders Meeting.

     Section 6.3 ACCESS AND INFORMATION.

             6.3.1  Prior to the  Closing,  except to the extent  prohibited  by
applicable Law, DST will permit (and will cause OMS and each of the DST Entities
to permit)  representatives  of Janus to have  reasonable  access  during normal
business  hours  and  upon  reasonable  notice  to  all  premises,   properties,
personnel,  books, records, Contracts,  commitments,  reports of examination and
documents  of or  pertaining  to the  Business,  the DST Entities (to the extent
relating to the Business),  OMS, the Business Assets,  the Additional Assets and
the  Business  Liabilities,  as may be necessary to permit Janus to, at its sole
expense,  make,  or cause  to be  made,  such  investigations  thereof  as Janus
reasonably  deems necessary or advisable in connection with the  consummation of
the transactions  contemplated by this Agreement, and DST shall (and shall cause
OMS and the DST Entities to) reasonably  cooperate with any such investigations.
No investigation by Janus or its  representatives  or advisors prior to or after
the date of this Agreement (including any information obtained by Janus pursuant
to this  Section  6.3)  shall  diminish,  obviate  or  cure  any  breach  of any
representation,  warranty,  covenant or agreement contained in this Agreement or
any  Ancillary  Agreement  nor  shall  the  conduct  or  completion  of any such
investigation be a condition to any of Janus' obligations under this Agreement.

     Section 6.4 CONDUCT OF BUSINESS.  DST covenants  and agrees that,  from and
after  the  date  hereof  until  the  Closing,  except  as  otherwise  expressly
contemplated  by this  Agreement,  it  shall,  and  shall  cause OMS and the DST
Entities to, conduct the Business and the businesses of OMS and the DST Entities
(with  respect to the  Business)  only in the Ordinary  Course of Business.  DST
shall, and shall cause its Subsidiaries to, use reasonable commercial efforts to
preserve the  Business',  DST Entities' (to the extent  related to the Business)
and  OMS's,  operations,  physical  facilities,  working  conditions  and  their
respective  business   relationships  with  customers,   suppliers,   licensors,
licensees,  contractors  and other  persons with whom the Business or any of the
DST Entities  (to the extent  related to the  Business) or OMS have  significant
business  relations.  DST shall not,  and shall cause its  Subsidiaries  not to,
knowingly take any action that would cause its representations and warranties to
be untrue in any material respect.

     Section  6.5  CLOSING  DOCUMENTS.  DST shall,  prior to or at the  Closing,
execute  and  deliver,  or cause to be executed  and  delivered,  to Janus,  the
documents  or  instruments  described in Sections 2.3 and 8.2 to be delivered by
DST or its Affiliates  prior to or at the Closing.  Janus shall,  prior to or at
the Closing,  execute and deliver, or cause to be executed and delivered to DST,
the documents or  instruments  described in Sections 2.4 and 8.3 to be delivered
by Janus prior to or at the Closing.

     Section 6.6 EFFORTS TO CONSUMMATE; FURTHER ASSURANCES.

             6.6.1 Subject to the terms and conditions of this  Agreement,  each
party hereto shall use reasonable  commercial efforts to take, or to cause to be
taken,  all  actions  and to do, or to cause to be done,  all things  necessary,
proper or advisable as promptly as  practicable  to satisfy the  conditions  set
forth in Article VIII and to consummate the  transactions  contemplated  hereby.
Each party  shall  cooperate  in all  reasonable  respects  with the other party
hereto in assisting such party to comply with this Section 6.6.

             6.6.2 Subject to the terms and conditions hereof (including, to the
extent  applicable,  Section 6.7) from time to time whether before,  at or for a
period of two years  following  the  Closing,  each of Janus and DST shall,  and
shall cause their respective  Affiliates to, make reasonable  commercial efforts
to take, or cause to be taken, all actions,  and to do, or cause to be done, all
things  reasonably  necessary,  proper or  advisable,  including  as required by
applicable Laws, to consummate and make effective as promptly as practicable the
transactions contemplated by this Agreement,  including applying for, obtaining,
or causing to be obtained, authorizations, approvals, orders, licenses, permits,
franchises  or  consents  of  all  third  parties  or  Governmental  Authorities
necessary  for  the  consummation  of  the  transactions  contemplated  by  this
Agreement,  including  the  Required  Consents.  In the event that any  Business
Contract  (including any Real Property Lease) is not transferable  indirectly to
Janus  through the  transfer of the OMS Shares,  DST shall,  and shall cause the
appropriate  DST Entity to, use its  reasonable  commercial  efforts to maintain
such Contract,  Permit or other Business Asset for the benefit of OMS (including
the benefit of enforcement of any rights of DST or any of its Affiliates against
any third party thereto arising out of breach or cancellation by the third party
thereto or otherwise),  or otherwise make arrangements  reasonably  requested by
Janus  designed  to provide  to OMS such  benefit;  provided,  that OMS shall be
responsible for performing the obligations of DST and the appropriate DST Entity
under any such Contract or Permit or with respect to such other Business  Asset,
in  each  case,  that  OMS  would  have  been  responsible  for  had  they  been
transferable  directly  to OMS,  and only to the extent  that the  corresponding
benefits  thereunder  are provided to OMS.  Prior to Closing,  DST shall use its
reasonable  commercial  efforts  to obtain  estoppel  certificates,  in form and
substance  reasonably  satisfactory to Janus,  duly executed by Janus or OMS and
the  landlord for each item of Leased Real  Property  and the landlord  consents
referred to in Section 4.4 of the DST Disclosure Schedule.

             6.6.3 Subject to the terms and conditions hereof (including, to the
extent  applicable,  6.7), from time to time, whether before, at or for a period
of two years following the Closing, each of Janus and DST shall, and shall cause
their respective  Affiliates to, make reasonable  commercial efforts to take, or
cause to be  taken,  all  actions,  and to do, or cause to be done,  all  things
reasonably necessary,  proper or advisable,  including as required by applicable
Laws,  to  assure  fully to OMS  (and,  following  the  Closing,  Janus  and its
Subsidiaries)  and its and their  successors  or permitted  assigns,  all of the
Business Assets,  Additional Assets, Business Contracts and Business Liabilities
intended to be conveyed to, owned by, or assumed by OMS under this Agreement and
the  Ancillary  Agreements  and to  assure  fully  to DST,  and  its  respective
successors and permitted assigns,  the maintenance by DST of the Excluded Assets
and the assumption by OMS of the Business  Liabilities intended to be assumed by
OMS under this  Agreement and the Ancillary  Agreements,  and to otherwise  make
effective as promptly as practicable the  transactions  contemplated  hereby and
thereby  (including (i)  transferring  back to DST any Excluded Asset,  Excluded
Liability  or  item   relating  to  or  included  in  the   Retained   Business,
respectively,  which Excluded Asset,  Excluded  Liability or item relating to or
included in the Retained  Business was transferred to Janus  indirectly  through
the  acquisition of the OMS Shares at the Closing and (ii)  transferring  to OMS
any asset or liability  contemplated  by this Agreement to be a Business  Asset,
Additional  Asset,  Business  Contracts or a Business  Liability,  respectively,
which asset or liability was not transferred to OMS at or prior to the Closing.

             6.6.4 In furtherance and without limitation to the foregoing, for a
period of two years  following  the  Closing,  DST  shall,  and shall  cause its
Affiliates  to, make  reasonable  commercial  efforts to cause the Permits to be
transferred  to OMS or,  if any such  Permits  are not  transferable,  DST shall
assist OMS in  obtaining  new Permits so that it may operate the  Business as of
the Closing Date in compliance with  applicable  Laws,  including  Environmental
Laws.

             6.6.5 In furtherance and without limitation to the foregoing, for a
period of two years  following  the  Closing,  each of Janus and DST shall,  and
shall cause their respective  Affiliates to, make reasonable  commercial efforts
to make or cause to be made all  filings  and  applications  required of each of
them  or such  Affiliates  under  the  Environmental  Laws or the  Environmental
Permits as promptly as practicable,  and, in any event,  within 20 Business Days
after the date of this Agreement.

     Section 6.7 CERTAIN COVENANTS.

             6.7.1 Each of Janus and DST shall (a) promptly  make or cause to be
made  all  filings  required  of  each  of  them  or  any  of  their  respective
Subsidiaries  or Affiliates  under the HSR Act with respect to the  transactions
contemplated  hereby  after  the  date of  this  Agreement,  (b) use  reasonable
commercial  efforts to comply at the earliest  practicable date with any request
under the HSR Act for  additional  information,  documents,  or other  materials
received by each of them or any of their respective  Subsidiaries  from the FTC,
the Antitrust  Division or any other  Governmental  Authority in respect of such
filings or such  transactions,  and (c) cooperate  with each other in connection
with any such filing  (including,  to the extent  permitted by  applicable  Law,
providing copies of all such documents to the non-filing parties prior to filing
and  considering  all reasonable  additions,  deletions or changes  suggested in
connection  therewith)  and in connection  with resolving any  investigation  or
other  inquiry of any of the FTC, the Antitrust  Division or other  Governmental
Authorities under any Antitrust Laws with respect to any such filing or any such
transaction.  Each such party shall use reasonable commercial efforts to furnish
to each other all information required for any application or other filing to be
made  pursuant  to  any  applicable  Law in  connection  with  the  transactions
contemplated by this Agreement.  Each such party shall promptly inform the other
parties  hereto of any oral  communication  with,  and provide copies of written
communications  with, any Governmental  Authority  regarding any such filings or
any such  transaction.  No party hereto shall  independently  participate in any
formal meeting with any  Governmental  Authority in respect of any such filings,
investigation,  or other inquiry  without  giving the other parties hereto prior
notice  of the  meeting  and,  to the  extent  permitted  by  such  Governmental
Authority,  the opportunity to attend and/or participate.  Subject to applicable
Law,  the  parties  hereto  will  consult  and  cooperate  with one  another  in
connection with any analyses,  appearances,  presentations,  memoranda,  briefs,
arguments, opinions and proposals made or submitted by or on behalf of any party
hereto relating to proceedings under the HSR Act.

             6.7.2 Each of Janus and DST shall use reasonable commercial efforts
to resolve  such  objections,  if any, as may be  asserted  by any  Governmental
Authority with respect to the transactions  contemplated by this Agreement under
the HSR Act,  the  Sherman  Act, as amended,  the Clayton  Act, as amended,  the
Federal Trade Commission Act, as amended, and any other United States federal or
state or foreign statutes, rules, regulations,  orders, decrees,  administrative
or judicial  doctrines or other Laws that are designed to prohibit,  restrict or
regulate actions having the purpose or effect of  monopolization or restraint of
trade  (collectively,  the  "ANTITRUST  LAWS").  Each of Janus and DST shall use
reasonable  commercial  efforts to take such  action as may be required to cause
the  expiration  of the notice  periods  under the HSR Act with  respect to such
transactions as promptly as possible after the execution of this Agreement.

             6.7.3 In the event that  following  the Closing,  DST or any of its
Affiliates receives any payments in respect of receivables, which were reflected
on the Closing  Date Balance  Sheet,  DST shall,  or shall cause the  applicable
Affiliate to, deliver such payment to OMS promptly after such receipt.

     Section 6.8  NOTIFICATION  BY THE PARTIES.  Each party hereto shall use its
reasonable  commercial  efforts to as promptly as  practicable  inform the other
parties  hereto in writing if,  prior to the  consummation  of the  Closing,  it
obtains  knowledge that any of the  representations  and warranties made by such
party in this  Agreement  ceases to be accurate  and  complete  in any  material
respect (except for any representation and warranty that is qualified  hereunder
as to  materiality or Material  Adverse  Effect,  as to which such  notification
shall be given if the notifying party obtains knowledge that such representation
and  warranty  ceases to be accurate and  complete in any  respect).  Each party
hereto shall also use its reasonable  commercial  efforts to promptly inform the
other parties hereto in writing if, prior to the consummation of the Closing, it
becomes  aware of any fact or  condition  that  constitutes,  in its  reasonable
judgment,  a  breach  of any  covenant  of  such  party  as of the  date of this
Agreement or that would  reasonably be expected to cause any of its covenants to
be breached as of the Closing Date. Any such notification shall not be deemed to
have cured any breach of any  representation,  warranty,  covenant or  agreement
made in this Agreement for any purposes of this Agreement.

     Section 6.9 ADDITIONAL COVENANTS.  Neither DST nor OMS shall, and DST shall
cause the DST Entities not to, take any actions which will prevent or materially
impede  or  delay  DST  (or  its  respective   Subsidiaries)   from  making  the
representations  and warranties to be made under this Agreement.  DST shall, and
shall cause its Subsidiaries  (including OMS) to take all actions  necessary and
appropriate  to ensure  that when the OMS Shares are  delivered  to Janus at the
Closing,  the Business Assets will be free and clear of any Encumbrances  (other
than the  Permitted  Encumbrances)  and any  Liabilities  (other  than  Business
Liabilities),  and  the  Additional  Assets  will  be  free  and  clear  of  any
Encumbrances and any Liabilities.

     Section 6.10 [RESERVED].

     Section 6.11 INSURANCE POLICIES.

             6.11.1 DST shall,  and shall cause the DST Entities and OMS to, use
their  reasonable  commercial  efforts to maintain  all  Insurance  Policies (or
comparable  policies  providing  substantially  similar coverage with respect to
OMS, the Business,  the Business  Assets and the Business  Liabilities)  in full
force and effect at all times up to and including the Closing Date and shall pay
all premiums,  deductibles and retro-adjustment  billings,  if any, with respect
thereto covering all periods,  and ensuring coverage of the Business,  up to and
including the Closing Date.

     Section 6.12 CONFIDENTIALITY; ACCESS TO RECORDS AFTER CLOSING.

             6.12.1  The  parties  hereto  agree  that  the  provisions  of  the
Confidentiality  Agreement shall remain in full force and effect (and OMS agrees
to be bound thereby to the same extent as DST as if a party thereto);  provided,
that as of the Closing Date, the  Confidentiality  Agreement  shall be deemed to
have  terminated  without  further  action by the parties.  If the  transactions
contemplated  hereby are  consummated,  (a) Janus and OMS shall hold,  and shall
cause  their  respective  officers,   directors,   employees,   representatives,
consultants,  advisors and agents,  to hold,  and (b) DST shall not use (or take
any action to use) in any manner  detrimental  to OMS and shall hold,  and shall
cause the DST  Entities and their  respective  officers,  directors,  employees,
representatives,  consultants,  advisors  and  agents,  to not use (or  take any
action  to  use)  in any  manner  detrimental  to OMS  and to  hold,  in  strict
confidence,  unless compelled to disclose by judicial or administrative  process
or by other requirements of Law or regulation  (including the Securities Act and
Exchange  Act),  all  documents  and  information  obtained  by such  Persons in
connection  with the  transactions  contemplated  hereby or  otherwise  obtained
hereunder  ("CONFIDENTIAL  INFORMATION,"  which term shall, after Closing,  with
respect to DST's obligations hereunder,  include and, with respect to Janus' and
OMS's obligations hereunder, not include,  documents and information relating to
the  Business,  the  Business  Assets,  the  Additional  Assets and the Business
Liabilities),  except to the extent that such Confidential  Information has been
or has become (a)  generally  available  to the public other than as a result of
disclosure  by  any  party   hereunder  or  an  officer,   director,   employee,
representative,  consultant,  advisor  or  agent,  of  a  party  hereunder,  (b)
available to the public on a  nonconfidential  basis from a source other than an
officer, director, employee,  representative,  consultant, advisor or agent of a
Person entitled to the protection  offered hereby, (c) except in the case of any
documents and information  relating to the Business,  the Business  Assets,  the
Additional  Assets and the Business  Liabilities,  known to the Person receiving
such Confidential Information before the date of disclosure of such Confidential
Information to such Person. Nothing herein shall preclude Janus, OMS, DST or the
DST  Entities  or  any  of  their  respective  officers,  directors,  employees,
representatives,   consultants,   advisors  or  agents,  receiving  Confidential
Information from using and/or disclosing  information rightfully received from a
third  party to the extent  rightfully  permitted  by the third  party.  Nothing
contained in this Section 6.12.1 shall  preclude the disclosure of  Confidential
Information,  on the  condition  that  it  remains  confidential,  to  auditors,
attorneys, lenders, financial advisors and other officers, directors, employees,
representatives,  consultants,  advisors and agents, nor shall it prevent Janus'
or OMS's disclosure after the Closing of any information (including Confidential
Information)  relating to the Business or which  constitutes a Business Asset or
Additional  Asset or DST's or the DST Entities'  disclosure  of any  information
(including Confidential  Information) relating to the Retained Business or which
constitutes an Excluded Asset.

             6.12.2  DST  recognizes  that,  after  the  Closing,  it  may  have
documents,  books,  records,  work papers and  information,  whether in written,
magnetic,  electronic or optical form (collectively,  "RECORDS") which relate to
the Business with respect to the period or matters arising prior to the Closing,
including Records  pertaining to the Business Assets, the Additional Assets, the
Business Liabilities and OMS' respective employees,  assets and liabilities (the
"BUSINESS RECORDS") or other Records relating to the Business. DST will use, and
will cause its respective  Affiliates to use, reasonable  commercial efforts not
to use (or take any action to use) Business  Records and  Confidential  Business
Information  of the  Business,  except as provided for in this  Agreement or the
Ancillary  Agreements,  or,  prior to the  Closing,  as required in the Ordinary
Course of  Business,  and to preserve  the  confidentiality  of any  information
contained in the Business Records and Confidential  Business  Information of the
Business and (for so long as it remains  non-public  including after termination
or expiration of this Agreement) to keep such information confidential,  subject
to any provisions of  confidentiality in the Ancillary  Agreements.  DST further
recognizes that Janus or its Affiliates may need access to such Business Records
and other Records after the Closing.  Upon Janus' or OMS' reasonable request DST
shall provide Janus or OMS and their respective  employees,  representatives and
agents access to, and the right to photocopy (at Janus' or OMS' expense), during
normal business hours on reasonable  advance notice,  such reasonably  requested
Records.  DST shall use  reasonable  commercial  efforts  to  maintain  all such
Records for the same length of time that DST maintains  its own Records,  or, at
DST's  discretion  (at  DST's  expense)  or (at any  time)  at  Janus'  or OMS's
reasonable  request (at Janus' or OMS's  expense),  transfer any such Records to
Janus or OMS.

             6.12.3  Notwithstanding any provision herein to the contrary,  from
and after the Closing,  Records  pertaining to Taxes shall be governed solely by
the Tax Sharing Agreement.

     Section 6.13 RELEASE OF RESTRICTIONS; INTERCOMPANY ACCOUNTS.

             6.13.1 DST shall use its reasonable commercial efforts to obtain at
or before the  Closing  the  written  release  and waiver  from all  appropriate
Persons of (i) any and all  Encumbrances  (other  than  Permitted  Encumbrances)
imposed on the Business,  the Business Assets and the OMS Shares),  (ii) any and
all Encumbrances  imposed on any of the Additional Assets, and (iii) any and all
guaranties  granted  or  required  to be  granted  by  OMS  in  respect  of  any
Indebtedness  (including the Credit  Facilities) or other  obligations of DST or
any of its Affiliates  (other than OMS) (all such  encumbrances  and guaranties,
the "RESTRICTIONS").

             6.13.2  Prior  to the  Closing,  all  intercompany  receivables  or
payables  and loans then  existing  between DST and its  Affiliates  (other than
OMS),  on the one hand,  and OMS, on the other hand,  shall be settled by way of
capital  contribution,  dividend or otherwise and all Intercompany  Arrangements
shall be terminated, except for those arrangements contemplated by the Ancillary
Agreements.

     Section  6.14  OPTIONS TO PURCHASE  DST STOCK HELD BY  BUSINESS  AND FORMER
BUSINESS EMPLOYEES ACCOUNTS.  DST or its relevant Affiliate shall take all steps
necessary or appropriate to cause all unexercised  options to purchase shares of
DST's or its  Affiliates'  stock held by Business  Employees or Former  Business
Employees that are outstanding as of the Closing Date (the "DST Options") not to
terminate  due to or on account of (directly  or  indirectly)  the Closing,  and
shall cause the DST Options to become fully vested in such Business Employees or
Former Business Employees  effective as of the Closing.  DST shall cause the DST
Options to remain  outstanding  and  exercisable  pursuant  to the terms of such
Options until the normal  expiration date of the DST Options as set forth on the
grant or award agreement or certificate  with respect to such DST Options (i.e.,
with  deemed  continuous  employment  with  DST  or  its  Affiliates  until  the
expiration  date  of the  Options),  unless  such  treatment  is  otherwise  not
permitted by applicable law.

     Section 6.15  COOPERATION  WITH RESPECT TO FINANCIAL  REPORTING.  After the
date of this  Agreement,  until the third  anniversary  of the date hereof,  DST
shall,  and shall cause the DST Entities and OMS to,  reasonably  cooperate with
Janus (at Janus'  expense) in connection  with Janus'  preparation of historical
financial  statements  of the Business as required for Janus'  filings under the
Exchange  Act  following  the  Closing.  After  the  Closing,  until  the  third
anniversary of the date hereof,  Janus shall, and shall cause OMS to, reasonably
cooperate  with DST (at DST's expense) in connection  with DST's  preparation of
pro forma and historical financial statements of the Business as may be required
for DST's filings under the Exchange Act following the Closing.

     Section 6.16  NON-SOLICITATION  OF  EMPLOYEES.  For a period of three years
from and after the Closing  Date,  DST and Janus shall not, and shall cause each
of their  respective  Subsidiaries  not to, directly or indirectly,  solicit the
employment  of any employee of the other or of its  Subsidiaries  following  the
Closing, without the other's prior written consent; PROVIDED,  HOWEVER, that the
foregoing  provisions  shall  not  apply  to  (i)  a  general  advertisement  or
solicitation  program that is not specifically  targeted at such persons or (ii)
the solicitation of any employee after such time that such employee's employment
has been terminated.

     Section  6.17 [*** Note:  approximately  two and one half pages of text are
omitted]

     Section 6.18 [RESERVED].

     Section 6.19 NO SOLICITATION. From the date hereof until the Closing or the
earlier  termination  of this  Agreement,  other than in the Ordinary  Course of
Business,  DST shall  not,  nor  shall it  authorize  or  permit  any of the DST
Entities or OMS to,  solicit the  submission  of any offers or proposals for the
Business,  OMS, the Business Assets or the Business  Liabilities  from any third
party or otherwise directly or knowingly indirectly pursue any offer or proposal
so received.  From the date hereof until the Closing or the earlier  termination
of this Agreement,  Janus shall not, nor shall it authorize or permit any of its
Subsidiaries  to,  solicit the submission of offers or proposals for the sale of
the Janus DST Shares,  from any third party or  otherwise  directly or knowingly
indirectly pursue any offer or proposal so received.

     Section  6.20 USE OF NAMES.  Within 30 days  after the  Closing,  (a) Janus
shall cause OMS to change its corporate name to a name that does not include the
name of DST or of any of its  Subsidiaries  and (b) Janus shall have no right to
use the name of DST or of any of its  Subsidiaries,  except  that,  for a period
ending  45 days  after  the  Closing,  Janus  shall  have  the  right to use any
catalogues, sales and promotional materials and printed forms that use such name
and are included in the  Intellectual  Property as of the Closing,  or that have
been ordered  prior to the Closing for use in the Business;  PROVIDED,  HOWEVER,
that (a) promptly after the Closing Date,  Janus shall make all filings with the
appropriate  Governmental  Authorities to effectuate such name change, (b) Janus
shall use its reasonable  commercial  efforts to minimize the usage of the names
referred to in Section (a) hereof,  and to discontinue it as soon as practicable
after the  Closing  and (c)  notwithstanding  anything  to the  contrary in this
Section  6.20,  to the extent any  approvals  of  Governmental  Authorities  are
necessary to effectuate the said name change,  the time limits specified in this
Section  6.20 shall be  extended  by the time  period  necessary  to obtain such
approvals,  so long as Janus begins the process of seeking such approval  within
30 days after the Closing.

     Section 6.21 [RESERVED].

     Section 6.22 DST SHARE VALUE  DETERMINATION  PERIOD.  During the twenty-day
period used to calculate the DST Share Value,  DST agrees that it shall not, and
shall cause its  Subsidiaries  not to, directly or indirectly,  sell or offer to
sell any shares of DST Common  Stock (or any  securities  convertible  into,  or
whose value is  determined  by  reference  to, any such  shares),  or solicit or
induce other Persons to sell or offer to sell any shares of DST Common Stock (or
any securities  convertible  into, or whose value is determined by reference to,
any such shares);  PROVIDED that the foregoing  shall not apply to  transactions
with  participants  in DST's  employee stock option or stock purchase plans in a
manner  consistent  with past practice under such employee stock option or stock
purchase  plans.  During the  twenty-day  period used to calculate the DST Share
Value,  Janus agrees that it shall not and shall cause its  Subsidiaries  (other
than Subsidiaries involved in the investment advisory business, to the extent of
its  activities in connection  with the  investment  advisory  business (in such
capacity,  the "IAB  SUBSIDIARIES"))  not to,  purchase or offer to purchase any
shares of DST Common Stock (or any securities  convertible  into, or whose value
is  determined  by reference  to, any such  shares),  or solicit or induce other
Persons (other than in connection with investment  advisory  business of the IAB
Subsidiaries)  to purchase or offer to purchase  any shares of DST Common  Stock
(or any securities  convertible  into, or whose value is determined by reference
to, any such shares).

     Section 6.23 WAIVER.  In  consideration  of the  transactions  contemplated
hereby, as of the Closing, DST, on behalf of itself and each of its Subsidiaries
and  Affiliates  (other  than  OMS)  and  their  respective  heirs,   executors,
successors  and assigns (the "WAIVING  PARTIES"),  releases,  waives and forever
discharges, in all capacities,  including as stockholders of OMS, from and after
the Closing any and all Claims, known or unknown,  that the Waiving Parties ever
had, now have or may have against OMS and its officers, directors,  employees or
agents in  connection  with or arising  out of any act or omission of OMS or its
officers,  directors,  employees,  advisers or agents,  in such capacity,  at or
prior to the Closing; PROVIDED, HOWEVER, that nothing in this Section 6.23 shall
be deemed a waiver by the Waiving  Parties of any rights under this Agreement or
any of the other agreements contemplated in connection herewith.

     Section 6.24 CERTAIN TAX MATTERS.

             6.24.1  Each  party  hereto  shall  use its  respective  reasonable
commercial  efforts  to  enable  each of Janus  and DST to  receive  each of the
opinions  described  in  clauses  (a) and (b) of  Section  8.1.3,  and  will not
knowingly  take any  action,  cause any  action  to be  taken,  fail to take any
reasonable  action or cause  any  reasonable  action to fail to be taken,  which
action or failure to act would  reasonably  be  expected to prevent DST or Janus
from receiving either of such opinions.

     Section 6.25 DST SHARES RETAINED BY JANUS.

             6.25.1 From and after the Closing Date until the tenth  anniversary
of the Closing, Janus shall not, and shall cause each of its Subsidiaries (other
than the IAB  Subsidiaries)  not to, directly own or acquire or agree to acquire
(other  than  in the  course  of the  investment  advisory  business  of the IAB
Subsidiaries)  any  shares of DST  Common  Stock,  which will have the effect of
increasing  the  number  of  shares  of DST  Common  Stock  that  Janus  and its
Subsidiaries  (other  than the IAB  Subsidiaries)  will own,  in the  aggregate,
following the Closing above 7,424,052 shares (the "SHARE LIMIT"),  appropriately
adjusted  for any  stock  dividend,  stock  spit,  reverse  stock  split,  share
combination,  reclassification,  recapitalization  or similar  transaction  with
respect to the DST Common Stock; PROVIDED that in the event that Janus or any of
its  Subsidiaries  acquires  and  thereafter  owns shares of DST Common Stock in
connection with any merger, consolidation or other business combination with, or
purchase of all or  substantially  all of the assets of or equity  interests in,
any Person, then the Share Limit shall be deemed to be equal to 7,424,052 shares
plus the number of shares acquired and thereafter  owned in connection with such
transaction;  PROVIDED,  FURTHER,  that this Section 6.25.1 shall not be binding
upon or apply to any Person  who  merges,  consolidates,  or  otherwise  becomes
affiliated  with  Janus  or  any of  its  Affiliates  or  successors  under  any
reorganization,  merger, consolidation,  recapitalization,  or purchase or other
acquisition of all or substantially  all of the assets of or equity interests of
Janus,  or any  comparable  business  combination  transaction,  whether  in one
transaction  or in a series of  related  transactions,  as a result of which the
individuals  and entities who were the beneficial  owners (within the meaning of
Rule 13d-3 promulgated under the Exchange Act) of the outstanding  capital stock
of Janus  entitled to vote  generally in the  election of directors  immediately
prior to such transaction cease to beneficially own, directly or indirectly,  at
least a majority of the outstanding shares of the capital stock entitled to vote
generally in the election of directors of the Person surviving or resulting from
such transaction (including,  without limitation,  a Person which as a result of
such transaction owns Janus or all or substantially  all of Janus' assets either
directly or through one or more Subsidiaries) immediately following consummation
of such transaction or series of related transactions.

             6.25.2 From and after the Closing Date until the tenth  anniversary
of the Closing, Janus shall not, and shall cause each of its Subsidiaries (other
than the IAB  Subsidiaries)  not to, sell or otherwise  dispose of any shares of
DST  Common  Stock,  to any of the  Persons  listed on  Section  6.25.2 of DST's
Disclosure  Schedule  (other  than  in the  course  of the  investment  advisory
business of the IAB  Subsidiaries),  except for sales made on the New York Stock
Exchange,  or on any other national  securities exchange on which the DST Common
Stock is listed,  or if not so listed and such DST Common  Stock is admitted for
trading on the Nasdaq  National Market or the Nasdaq  Smallcap  Market,  on such
Nasdaq  Market,  or if not so  listed,  on any other  exchange  or  inter-dealer
quotation  system in which the purchasers and sellers are anonymous with respect
to one another.

     Section 6.26 FINANCING.  DST will use its reasonable best efforts to secure
as promptly as practicable,  the financing necessary to permit the funding of at
least one hundred fifty million dollars  ($150,000,000) of the Cash Amount at an
initial  interest rate of four percent (4%) per annum or less (which rate may be
fixed or  floating)  and a maturity  of not less than three  hundred  sixty four
(364) days and otherwise on reasonable and customary  terms and conditions for a
financing of comparable size and form (the "FINANCING").  As of the date hereof,
DST does not know of any fact,  agreement,  plan or other circumstance,  in each
case that could  reasonably  be  expected  to  prevent  DST from  obtaining  the
Financing or satisfying the condition set forth in Section 8.3.3.


                                  ARTICLE VII.

                                   TAX MATTERS

Notwithstanding  anything to the contrary in this Agreement,  from and after the
Closing,  except as  expressly  provided in the Tax Sharing  Agreement,  (a) the
parties' sole and exclusive representations,  warranties,  covenants, agreements
or other obligations (including indemnities or any obligations) arising pursuant
to this Agreement, by Laws or otherwise with respect to tax matters (interpreted
it its  broadest  sense)  including  the tax  consequences  of the  transactions
contemplated in this Agreement and any other subject matters  referred to in the
Tax  Sharing  Agreement  shall  be as  set  forth  therein;  and  (b)  no  other
representation,   warranty,   covenant,   agreement  or  obligation   (including
indemnities or any obligations)  arising pursuant to this Agreement,  by Laws or
otherwise shall be deemed to apply to such matters.


                                  ARTICLE VIII.

                              CONDITIONS TO CLOSING

     Section 8.1 MUTUAL  CONDITIONS.  The  respective  obligations of each party
hereto to consummate the  transactions  contemplated  by this Agreement shall be
subject to the fulfillment or, if legally  permitted,  waiver at or prior to the
Closing of the following conditions:

             8.1.1 the DST Stockholders Approval shall have been obtained;

             8.1.2 No  Governmental  Authority of competent  jurisdiction  shall
have  enacted,  issued,  promulgated,  enforced  or entered any  statute,  rule,
regulation,  judgment,  decree,  injunction  or other  order of any nature  that
prohibits,   enjoins  or  restrains  the   consummation   of  the   transactions
contemplated by this Agreement;

             8.1.3 DST shall have  received  an opinion of each of  Sonnenschein
Nath &  Rosenthal  and  PricewaterhouseCoopers  LLP,  and (b) Janus  shall  have
received an opinion of each of Wachtell,  Lipton, Rosen & Katz and Ernst & Young
LLP, in each case in form and substance  substantially  as set forth as Exhibits
B-1 through B-4, dated as of the Closing Date;

             8.1.4  The  consents  and  approvals  of  Governmental  Authorities
required under the HSR Act shall have been obtained (or any  applicable  waiting
period thereunder shall have expired or been terminated); and

             8.1.5 Each of the Ancillary  Agreements,  except as provided in the
letter  agreement  between the parties  dated August 25, 2003  accompanying  the
Ancillary Agreements,  shall be executed and entered into by each of the parties
thereto.

     Section 8.2 CONDITIONS TO JANUS'  OBLIGATIONS.  The obligations of Janus to
consummate the  transactions  contemplated by this Agreement shall be subject to
the  fulfillment  or waiver by Janus  prior to or at the  Closing of each of the
following conditions:

             8.2.1 The  representations and warranties of DST and its Affiliates
set forth in Article IV of this  Agreement or in any  agreement  or  certificate
delivered   pursuant  to  the  provisions  hereof  or  in  connection  with  the
transactions contemplated hereby shall be true and correct as of the date hereof
and as of the Closing (except that  representations  and warranties made as of a
specified date,  shall be true and correct only as of such specified  date), and
Janus  shall have  received a  certificate,  dated the Closing  Date,  signed on
behalf  of DST by an  appropriate  officer  of DST  to  such  effect;  PROVIDED,
HOWEVER,  that  for  purposes  of  this  paragraph,   such  representations  and
warranties shall be deemed to be true and correct unless the failure or failures
of such  representations  and  warranties  to be so  true  and  correct,  either
individually or in the aggregate, and without giving effect to any qualification
as to materiality or Material  Adverse Effect set forth in such  representations
or warranties, has had or is reasonably likely to have a Material Adverse Effect
on the Business or OMS. For the avoidance of doubt, the preceding  proviso shall
have no effect upon DST's obligations under Article X.

             8.2.2 DST and OMS shall have  performed  in all  material  respects
each  obligation and agreement to be performed by it, and shall have complied in
all  material  respects  with each  covenant  required by this  Agreement  to be
performed  or complied  with by it at or prior to the  Closing,  and Janus shall
have received a certificate,  dated the Closing Date, signed on behalf of DST by
an appropriate officer of DST to such effect.

             8.2.3  Prior to or at the  Closing,  DST shall  have  obtained  the
Required Consents other than the Estoppel Certificates and the landlord consents
referred to in Section 6.6.2 and those required consents the failure of which to
obtain will not have a Material  Adverse Effect on the Business or OMS following
the Closing.

             8.2.4 Janus shall have  obtained the Janus  Consent;  provided that
Janus  shall  have used its  reasonable  commercial  efforts to obtain the Janus
Consent.

             8.2.5 Since the date hereof, there shall not have been any Material
Adverse Effect with respect to the Business or OMS.

             8.2.6 Prior to or at the Closing, DST shall have delivered to Janus
the items to be delivered pursuant to Section 2.3.

             8.2.7 Prior to or at the  Closing,  the  Reorganization  shall have
been completed.

             8.2.8 Prior to or at the Closing, DST shall have delivered to Janus
a schedule  setting  forth the name of each  Business  Employee,  along with the
Employee's  job  title  and  reporting   position,   current  salary  and  bonus
opportunity,  and years of service,  and  designating  the Employee's  status as
exempt or non-exempt  under the Fair Labor Standards Act, whether the Employee's
years of service are continuous or broken, and whether the Employee is full-time
or part-time, which schedule shall be in form reasonably satisfactory to Janus.

     Section 8.3 CONDITIONS TO DST'S AND OMS'S  OBLIGATIONS.  The obligations of
DST and OMS to consummate the transactions  contemplated by this Agreement shall
be subject to the  fulfillment  or waiver at or prior to the  Closing of each of
the following conditions:

             8.3.1  The  representations  and  warranties  of Janus set forth in
Article  V of  this  Agreement  or in any  agreement  or  certificate  delivered
pursuant  to the  provisions  hereof  or in  connection  with  the  transactions
contemplated  hereby  shall be true and  correct as of the date hereof and as of
the Closing (except that  representations  and warranties made as of a specified
date shall be true and correct only as of such  specified  date),  and DST shall
have received a certificate,  dated the Closing Date,  signed on behalf of Janus
by an appropriate officer of Janus to such effect;  PROVIDED,  HOWEVER, that for
purposes of this paragraph,  such representations and warranties shall be deemed
to be true and correct  unless the  failure or failures of such  representations
and  warranties  to be so  true  and  correct,  either  individually  or in  the
aggregate,  and without giving effect to any  qualification as to materiality or
Material Adverse Effect set forth in such representations or warranties, has had
or is  reasonably  likely to have a material  adverse  effect on the  ability of
Janus to consummate the transactions  contemplated  hereby. For the avoidance of
doubt, the preceding proviso shall have no effect upon Janus'  obligations under
Article X.

             8.3.2 Janus shall have  performed  in all  material  respects  each
obligation  and  agreement to be performed by it, and shall have complied in all
material  respects with each covenant required by this Agreement to be performed
or complied with by it at or prior to the Closing, and DST shall have received a
certificate, dated the Closing Date, signed on behalf of Janus by an appropriate
officer of Janus to such effect.

             8.3.3 DST shall have entered into  customary  agreements  providing
for the receipt by DST of the  Financing (it being  understood  that DST may not
assert this  condition in the event that it has breached  its  obligation  under
Section  6.26,  including  if such  Financing  is available to DST from Janus or
other sources on terms and conditions consistent with those set forth in Section
6.26).

             8.3.4 DST shall have received Credit Facilities Consents;  provided
that DST shall have used its reasonable  commercial efforts to obtain the Credit
Facilities Consent.

             8.3.5 Prior to or at the Closing, Janus shall have delivered to DST
the items to be delivered pursuant to Section 2.4.

     Section 8.4  FRUSTRATION OF CLOSING  CONDITIONS.  None of DST, OMS or Janus
may rely on the failure of any  condition  set forth in this  Article VIII to be
satisfied  if such  failure  was caused by such  party's  failure to act in good
faith or to use its reasonable  commercial efforts to cause the Closing to occur
as required by Section 6.6.1.


                                   ARTICLE IX.

                                   TERMINATION

     Section 9.1 TERMINATION. This Agreement may be terminated at any time prior
to the consummation of the Closing under the following circumstances:

             9.1.1 by mutual written consent of DST and Janus;

             9.1.2 by either  Janus or DST upon  written  notice to the other if
the Closing  shall not have been  consummated  on or before  January  30,  2004;
PROVIDED  that the right to terminate  this  Agreement  under this Section 9.1.2
shall not be available  to a party if such  party's or such party's  Affiliate's
willful  act or willful  failure to act has been the cause of or resulted in the
failure of the Closing to be consummated on or before the January 30, 2004;

             9.1.3 by either  DST or Janus upon  written  notice to the other if
the DST  Stockholder  Approval  shall  not have been  obtained  by reason of the
failure to obtain the Required Vote, upon the taking of such vote at a duly held
meeting of the stockholders of DST or at any adjournment thereof;  provided that
the right of DST to terminate this Agreement  under this Section 9.1.3 shall not
be  available  to DST if its breach of Section 6.1 or 6.2 has been the cause of,
or resulted in, such failure;

             9.1.4 by Janus upon written notice to DST, if any of the conditions
to the  Closing  set  forth in  Section  8.2  shall  have  become  incapable  of
fulfillment by the January 30, 2004 and shall not have been waived in writing by
Janus;

             9.1.5 by either DST or Janus upon written  notice to the other that
the conditions  set forth in Section 8.1.3 have become  incapable of fulfillment
by January 30, 2004 due to changes in the law, regulations or interpretations of
the Internal Revenue Service.

             9.1.6 by DST upon written notice to Janus, if any of the conditions
to the  Closing  set  forth in  Section  8.3  shall  have  become  incapable  of
fulfillment by the January 30, 2004 and shall not have been waived in writing by
DST; or

             9.1.7  by  Janus,  if  DST  shall  not  have  obtained  the  Credit
Facilities  Consent or the  Financing  within  ninety (90) days from the date of
this Agreement.

             9.1.8 by either Janus or DST upon written  notice to the other,  if
there shall be in effect a final,  non-appealable order of a court or government
administrative  agency of competent  jurisdiction  permanently  prohibiting  the
consummation of the transactions contemplated hereby

             9.1.9 by DST, if Janus shall not have  obtained  the Janus  Consent
within ninety (90) days from the date of this Agreement.

     Section 9.2 EFFECT OF TERMINATION.  In the event of the termination of this
Agreement pursuant to Section 9.1, this Agreement,  except for the provisions of
(i)  Section  6.12.1   relating  to  the  obligation  of  the  parties  to  keep
confidential certain information obtained by it, (ii) Article XI, and (iii) this
Section 9.2, shall become void and have no effect,  without any liability on the
part  of  any  party  hereto  or  its  directors,   officers  or   stockholders.
Notwithstanding the foregoing, (a) nothing in this Section 9.2 shall relieve any
party hereto of liability for a willful breach of any of its  obligations  under
this  Agreement,  and (b) if it  shall be  finally  judicially  determined  that
termination of this Agreement was caused by an intentional and deliberate breach
of this  Agreement,  then,  in addition  to other  remedies at Law or equity for
breach  of  this  Agreement,  the  party  so  found  to have  intentionally  and
deliberately breached this Agreement shall indemnify and hold harmless the other
parties  hereto  for  their  respective   out-of-pocket  costs,   including  the
reasonable fees and expenses of their counsel,  accountants,  financial advisors
and other experts and advisors, as well as reasonable fees and expenses incident
to the  negotiation,  preparation  and  execution of this  Agreement and related
documentation.


                                   ARTICLE X.

           SURVIVAL OF REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION

     Section  10.1  SURVIVAL  OF  REPRESENTATIONS  AND  WARRANTIES.  All  of the
representations  and  warranties  provided  for  in  this  Agreement  or in  any
agreement  or  certificate  delivered  pursuant to the  provisions  hereof or in
connection with the transactions  contemplated  hereby shall survive the Closing
until the second anniversary of the Closing;  provided that the  representations
and warranties set forth in Sections 4.1.1, 4.2 and 4.12 and in Sections 5.1 and
5.4 shall survive  indefinitely and the representations and warranties set forth
in  Sections  4.3 and 5.2  shall  survive  until the  third  anniversary  of the
Closing;  provided further that any representations and warranties shall survive
with  respect  to, and to the extent of, any claim for  indemnification  made in
accordance with this Article X prior to the applicable termination date.

     Section 10.2 INDEMNIFICATION BY DST.

             10.2.1  Subject  to the  limitations  set forth in this  Article X,
subsequent to the Closing,  DST shall indemnify,  defend and hold harmless Janus
and its respective  Subsidiaries  (including,  following the Closing,  OMS), and
Affiliates,  and their respective  officers,  directors,  employees,  agents and
representatives,  and each of their  heirs,  executors,  successors  and assigns
(collectively,  the  "REPRESENTATIVES"),  against  and in respect of any and all
Damages  arising  out of,  resulting  from or  incurred  in  connection  with or
relating to:

             10.2.1.1 any breach of a representation  or warranty made by DST or
OMS in this  Agreement  or any  Schedule  hereto or other  agreement or document
delivered in connection herewith;

             10.2.1.2  any breach of any  agreement  or  covenant  of DST or OMS
contained in this Agreement;

             10.2.1.3  the  Excluded  Liabilities,   the  Excluded  Assets,  the
Retained Business and any legal,  administrative or arbitration proceeding, suit
or action of any nature with respect thereto; or

             10.2.1.4 any Restrictions;

             10.2.1.5 the claim described in Section 4.17.1 of DST's  Disclosure
Schedule; or

             10.2.1.6.  the failure of DST to obtain the consents referred to in
Section 4.4 of the DST Disclosure Schedule.

             10.2.2  Notwithstanding  the foregoing and subject to the following
sentence,  in the case of (i) Damages incurred as a result of a breach set forth
in Section  10.2.1.1 or 10.2.1.2 and (ii) Other Tax  Liabilities  (as defined in
the Tax Sharing  Agreement) for which DST would  otherwise be liable pursuant to
Section  3.a(ii)  of the Tax  Sharing  Agreement,  DST shall  not be liable  for
indemnification  hereunder or under Section 3.a(ii) of the Tax Sharing Agreement
unless and until the aggregate  amount of such  Damages,  together with any such
Other Tax  Liabilities,  exceeds five  million  dollars  ($5,000,000)  (the "DST
BASKET"),  in which event Janus  shall be  entitled to  indemnification  for all
Damages and Other Tax  Liabilities in excess of the DST Basket;  PROVIDED,  that
DST's  aggregate  liability with respect to Section  10.2.1.1 or 10.2.1.2 hereof
and Section  3.a(ii) of the Tax Sharing  Agreement  shall in no event exceed one
hundred fifteen million dollars  ($115,000,000) (the "DST CAP"). Neither the DST
Basket nor the DST Cap shall apply to Income Tax  Liabilities (as defined in the
Tax Sharing Agreement),  Damages under Section 10.2.1.3,  10.2.1.4,  10.2.1.5 or
10.2.1.6 above or Damages incurred as a result of a breach of representations or
warranties contained in Sections 4.1, 4.2, 4.3, 4.12 or 4.15, or a breach of any
agreement  or covenant  (other than the  covenants  contained in Section 6.6 and
Section 10.2) of DST or any of its Affiliates (other than OMS) contained in this
Agreement to be performed  after Closing.  It is understood that to the extent a
matter constitutes both a breach of a representation or warranty and an Excluded
Liability,  the matter  shall be treated as an  Excluded  Liability  and the DST
Basket and DST Cap shall not apply thereto.

             10.2.3 In order to  prevent  duplication  of  recovery  under  this
Agreement with respect to any particular  Damage: (a) Janus will not be entitled
to  indemnification  under this  Article X for any  Damages  to the extent  such
Damages  have reduced the amount of Business  Assets or increased  the amount of
Business  Liabilities,  in each case  which are set  forth on the  Closing  Date
Balance Sheet and included in the calculation of Adjusted  Shareholders  Equity,
and (b) no party will be entitled to indemnification  for any particular Damages
(or application of particular  Damages against the applicable  basket) under any
provision  of  this  Agreement  to  the  extent  such  party  has  already  been
indemnified  for such Damages (or such Damages have already been applied against
the applicable basket) under another provision of this Agreement.

     Section 10.3 INDEMNIFICATION BY JANUS.

             10.3.1  Subject  to the  limitations  set forth in this  Article X,
subsequent to the Closing,  Janus shall indemnify,  defend and hold harmless DST
and its  Representatives,  against and in respect of any and all Damages arising
out of, resulting from or incurred in connection with or relating to:

             10.3.1.1 any breach of a  representation  or warranty made by Janus
in this  Agreement  or any  Schedule  hereto  or  other  agreement  or  document
delivered in connection herewith;

             10.3.1.2 any breach of any agreement or covenant of Janus contained
in this Agreement;

             10.3.1.3 any Business Liability; or

             10.3.1.4 Janus' operation of the Business after Closing, but not to
the extent  resulting  from DST's or any of its  Affiliates'  (including  OMS's)
actions or operations prior to Closing.

             10.3.2  Notwithstanding  the foregoing and subject to the following
sentence,  in the case of Damages  incurred as a result of a breach set forth in
Section  10.3.1.1 or  10.3.1.2,  Janus  shall not be liable for  indemnification
hereunder  unless and until the  aggregate  amount of such Damages  exceeds five
million dollars  ($5,000,000) (the "JANUS BASKET"),  in which event DST shall be
entitled  to  indemnification  for all  Damages  in excess of the Janus  Basket;
PROVIDED,  HOWEVER,  that Janus'  aggregate  liability  with  respect to Section
10.3.1.1  or  10.3.1.2  shall in no event  exceed one  hundred  fifteen  million
($115,000,000)  (the "JANUS  CAP").  Neither the Janus  Basket nor the Janus Cap
shall apply to Damages  under  Section  10.3.1.3  or  10.3.1.4  above or Damages
incurred as a result of a breach of representations  or warranties  contained in
Sections  5.1,  5.2 or 5.4 or a breach of any  agreement  or  covenant  of Janus
contained in this Agreement to be performed after Closing. It is understood that
to the extent a matter  constitutes a Business  Liability but also constitutes a
breach of a  representation  or warranty by DST or OMS,  the matter shall not be
treated as a Business Liability for purposes of Section 10.3.

     Section 10.4 DEFINITION OF DAMAGE;  DETERMINATION OF  INDEMNIFICATION.  For
purposes of this  Article X,  "DAMAGES"  shall mean,  collectively,  any and all
claims, damages,  settlement amounts,  penalties,  or losses,  whatsoever (other
than consequential  damages),  together with  out-of-pocket  costs and expenses,
including reasonable fees and disbursements of counsel, accountants, consultants
or experts  and  expenses  of  investigation  incurred  by a party  entitled  to
indemnification  hereunder  as a result of a matter  giving  rise to a claim for
indemnification  hereunder,  such  amounts to be (a)  determined  net of (1) the
insurance  proceeds which the indemnified  party actually receives in respect of
such matter and (2) indemnity  payments  which the  indemnified  party  actually
receives from parties other than the indemnifying  party hereunder in respect of
such matter,  (b) increased by any Tax (or increased by any reduction in any Tax
Benefit)  actually borne by the indemnified party that would not have been borne
but for such Damages or the payment of any indemnity in respect  thereof and (c)
decreased by any Tax Benefit (or decreased by any reduction in any Tax) actually
realized by the indemnified party that would not have been realized but for such
Damages or the payment of any indemnity in respect thereof. For purposes of this
paragraph,  the indemnified party will be deemed to recognize a Tax Benefit with
respect to a taxable year if, and to the extent that,  the  indemnified  party's
cumulative liability for Taxes through the end of such taxable year,  calculated
by  excluding  any Tax items  attributable  to the  Damages  and the  receipt of
indemnity  payments  therefor from all taxable  years,  exceeds the  indemnified
party's  actual  cumulative  tax  liability  for Taxes  through  the end of such
taxable year,  calculated by taking into account any Tax items  attributable  to
the Damages and the receipt of indemnity payments therefor for all taxable years
(to the extent  permitted by relevant Tax law and treating such Tax items as the
last items  taken into  account  for any  taxable  year).  When,  as, and if the
indemnified  party recognizes any Tax Benefit  attributable to Damages after the
making of indemnification  payments therefor, and to the extent such Tax Benefit
has not reduced the amount of such  indemnification  payments,  the  indemnified
party will  promptly  after  recognition  thereof pay in cash the amount of such
recognized  Tax  Benefit  to an account  specified  by the  indemnifying  party.
Notwithstanding  the  foregoing,  no  indemnified  party  shall have any duty to
mitigate or seek any other sources of recovery.

     Section 10.5 NOTICE.

             10.5.1 If any matter  shall arise which may involve or give rise to
a claim by Janus  against  DST under the  provisions  of Section  10.2 or by DST
against Janus under the provisions of Section 10.3 (an "INDEMNITY CLAIM"), Janus
or DST,  as the case may be,  shall  give  prompt  written  notice (a "NOTICE OF
CLAIM") of such  Indemnity  Claim,  a description  in  reasonable  detail of the
factual basis thereof (to the extent such  information  is  available),  and the
amount of indemnity sought (if then known or reasonably determinable) to DST (if
a claim by Janus) or to Janus (if a claim by DST); PROVIDED, that the failure to
give  timely  notice  will not  relieve DST (if a claim by Janus) or Janus (if a
claim by DST) from the obligation to indemnify  against such claim except to the
extent  that DST (if a claim by Janus) or Janus (if a claim by DST)  establishes
by competent evidence that it is materially prejudiced thereby.

             10.5.2 If DST does not, within 45 days after receipt of a Notice of
Claim, notify Janus in writing that DST disputes the applicable Indemnity Claim,
in whole or in part,  then DST shall  promptly pay to Janus by wire  transfer of
immediately  available funds to an account designated by Janus the amount of the
Indemnity  Claim.  If DST  within  45 days  after  receipt  of a Notice of Claim
notifies Janus in writing that DST disputes the applicable  Indemnity  Claim, in
whole or in part, then the provisions of Section 10.5.4 shall apply. If a Notice
of Claim is made by Janus  under  Section  10.5.1  hereof and if it is agreed or
determined (pursuant to Section 10.5.4 or by a court of competent  jurisdiction)
that DST is obligated to indemnify  Janus,  such  indemnification  shall be paid
promptly  by  wire  transfer  of  immediately  available  funds  to  an  account
designated by Janus.

             10.5.3 If Janus does not,  within 45 days after receipt of a Notice
of Claim,  notify DST in writing that Janus  disputes the  applicable  Indemnity
Claim,  in  whole or in  part,  then  Janus  shall  promptly  pay to DST by wire
transfer of  immediately  available  funds to an account  designated  by DST the
amount of the Indemnity Claim. If Janus within 45 days after receipt of a Notice
of Claim notifies DST in writing that Janus  disputes the  applicable  Indemnity
Claim,  in whole or in part,  then the provisions of Section 10.5.4 shall apply.
If a Notice of Claim is made by DST under  Section  10.5.1  hereof  and if it is
agreed or  determined  (pursuant  to Section  10.5.4 or by a court of  competent
jurisdiction)  that Janus is obligated to indemnify  DST,  such  indemnification
shall be paid promptly by wire  transfer of  immediately  available  funds to an
account designated by DST.

             10.5.4  In the  event  that the  indemnifying  party  disputes  the
existence and/or amount of a claim for  indemnification set forth in a Notice of
Claim,  it will be  entitled  to  deliver  a  notice  to the  indemnified  party
disputing its validity or the amount thereof (the "CLAIM DISPUTE  NOTICE").  The
Claim  Dispute  Notice will be given  within 45 days of receipt of the Notice of
Claim to which the Claim  Dispute  Notice  relates.  Upon  receiving  such Claim
Dispute Notice,  the indemnified party shall provide the indemnifying party with
access  to  such  books  and  records  as may  be  reasonably  requested  by the
indemnifying  party for purposes of verifying such claim. The indemnified  party
and the  indemnifying  party shall in good faith meet promptly after such review
so as to come to a settlement  of the matter.  In the event a settlement  is not
achieved  within  30 days  after  the  date of the  Claim  Dispute  Notice,  the
indemnified party may pursue whatever legal remedies may be available.

     Section 10.6 THIRD PARTY CLAIM.

             10.6.1 If Janus'  Indemnity  Claim  involves any Action  brought or
made by any third party (a "THIRD PARTY CLAIM"),  then DST may elect (by written
notice  to Janus  delivered  within  thirty  (30) days of notice by Janus to DST
pursuant  to Section  10.5.1) to assume at its expense the defense of such Third
Party Claim using counsel reasonably  acceptable to Janus; PROVIDED that DST may
not so elect if Janus has been  pursuing  the  defense  thereof for at least six
months and DST's assumption of such defense would materially  prejudice Janus or
the defense.  If DST does not so elect to assume such  defense,  then such Third
Party Claim shall be  defended  by Janus in such manner as it  reasonably  deems
appropriate  (and the costs,  fees and expenses of Janus for such defense  shall
constitute Damages), including entering a reasonable settlement thereof in which
event the settlement  plus Janus' costs,  fees and expenses with respect thereto
shall be the Damage;  PROVIDED that Janus shall not enter into any settlement of
such Third Party Claim without the prior written  consent of DST,  which consent
shall  not be  unreasonably  withheld,  unless  DST and its  Affiliates  have no
liability  therefor,  are not  required to admit any  liability  and will not be
bound by any restrictions or limitations on its or their conduct thereafter, and
no negative  precedent for future claims,  actions or litigation against DST and
its Affiliates will be established,  in which case no consent shall be required.
If the Third Party Claim has been assumed by DST, DST shall cooperate with Janus
in connection  with such defense and shall permit Janus to participate  therein;
PROVIDED,  that DST shall not be liable to Janus under the provisions hereof for
any  legal or  other  expenses  incurred  by Janus  in  connection  with  Janus'
participation  in the defense of such Third Party Claim after DST has elected to
assume the defense  thereof so long as DST is diligently  contesting  such Third
Party Claim in good faith,  unless Janus determines in good faith that an actual
or potential conflict of interest exists between Janus and DST or that there are
different or  additional  defenses  available to Janus that are not available to
DST,  in which  case Janus may engage  separate  counsel  (the fees and costs of
which shall be borne by DST).  DST may not enter into any  settlement of a Third
Party  Claim  without  the prior  written  consent  of Janus,  which will not be
unreasonably withheld.

             10.6.2 If DST's Indemnity Claim involves a Third Party Claim,  then
Janus may elect (by written  notice to DST delivered  within thirty (30) days of
notice by DST to Janus pursuant to Section  10.5.1) to assume at its expense the
defense of such Third Party Claim using  counsel  reasonably  acceptable to DST;
PROVIDED  that  Janus  may not so  elect if DST has been  pursuing  the  defense
thereof  for at least six months and Janus'  assumption  of such  defense  would
materially  prejudice  DST or the defense.  If Janus does not so elect to assume
such  defense,  then such Third  Party  Claim  shall be  defended by DST in such
manner as it reasonably deems  appropriate (and the costs,  fees and expenses of
DST for such defense shall constitute Damages),  including entering a reasonable
settlement  thereof in which event the  settlement  plus DST's  costs,  fees and
expenses with respect  thereto shall be the Damage;  PROVIDED that DST shall not
enter into any  settlement  of such Third Party Claim  without the prior written
consent of Janus, which consent shall not be unreasonably withheld, unless Janus
and its  Affiliates  have no liability  therefor,  are not required to admit any
liability and will not be bound by any  restrictions  or  limitations  on its or
their conduct thereafter,  and no negative precedent for future claims,  actions
or litigation  against Janus and its Affiliates  will be  established,  in which
case no consent shall be required.  If the Third Party Claim has been assumed by
Janus,  Janus shall cooperate with DST in connection with such defense and shall
permit DST to participate therein;  PROVIDED,  that Janus shall not be liable to
DST under the provisions  hereof for any legal or other expenses incurred by DST
in connection with DST's  participation in the defense of such Third Party Claim
after  Janus has  elected  to assume  the  defense  thereof  so long as Janus is
diligently  contesting  such  Third  Party  Claim  in  good  faith,  unless  DST
determines in good faith that an actual or potential conflict of interest exists
between  DST and  Janus or that  there  are  different  or  additional  defenses
available to DST that are not  available to Janus,  in which case DST may engage
separate  counsel  (the fees and costs of which shall be borne by Janus).  Janus
may not enter into any  settlement  of a Third  Party  Claim  without  the prior
written consent of DST, which will not be unreasonably withheld.

     Section 10.7  EXCLUSIVITY.  Following  the  Closing,  except in the case of
common law fraud or with  respect to  matters  for which the remedy of  specific
performance,  injunctive  relief or other  non-monetary  equitable  remedies are
available,  the sole and exclusive remedy of the parties with respect to any and
all claims arising from any breach of this Agreement or any of the other matters
addressed  in Section  10.2 or 10.3  shall be  pursuant  to the  indemnification
provisions  set forth in this Article X; PROVIDED  that all matters  relating to
Taxes shall be addressed in the Tax Sharing Agreement.


                                   ARTICLE XI.

                                  MISCELLANEOUS

     Section  11.1  NOTICES.  All  notices or other  communications  required or
permitted  hereunder shall be in writing and shall be delivered  personally,  by
facsimile  (with  confirming  copy  sent by one of the  other  delivery  methods
specified  herein),  by overnight  courier or sent by  certified,  registered or
express air mail,  postage prepaid,  and shall be deemed given when so delivered
personally,  or when so received by facsimile or courier,  or, if mailed,  three
calendar days after the date of mailing, as follows:

If to DST:                 DST Systems, Inc.
                           333 West 11th Street,
                           Kansas City Missouri, 64105
                           Facsimile:  (816) 435-8630
                           Attention:  Randall D. Young Esq.

with copies to:            Sonnenschein Nath & Rosenthal LLP
                           4520 Main Street, Suite 1100
                           Kansas City, MO  64111
                           Facsimile:  (816) 531-7545
                           Attention:  John F. Marvin, Esq.

If to Janus:               Janus Capital Group Inc.
                           100 Fillmore Street,
                           Denver, Colorado 80206
                           Facsimile:  (303) 394-7714
                           Attention:  Thomas A. Early, Esq.

and with a copy to:        Wachtell, Lipton, Rosen & Katz
                           51 West 52nd Street
                           New York, New York  10019
                           Facsimile:  (212) 403-2000
                           Attention:   Craig M. Wasserman, Esq.

or to such other  address and with such other  copies as any party  hereto shall
notify the other parties hereto (as provided above) from time to time.

     Section 11.2 EXPENSES.  Regardless of whether the transactions provided for
in this  Agreement  are  consummated,  except as  otherwise  expressly  provided
herein,  each of the parties hereto shall pay its own expenses  incident to this
Agreement  and the  transactions  contemplated  herein  (including  legal  fees,
accounting fees, investment banking fees and filing fees).

     Section 11.3 GOVERNING LAW; CONSENT TO  JURISDICTION.  This Agreement shall
be governed by, and construed in accordance with, the internal Laws of the State
of Delaware,  without reference to the choice of law principles thereof. Each of
the parties  hereto  irrevocably  submits to the exclusive  jurisdiction  of the
courts of the State of Delaware  and the United  States  District  Court for any
district within such state for the purpose of any Action or judgment relating to
or arising out of this Agreement or any of the transactions  contemplated hereby
and to the laying of venue in such court.  Service of process in connection with
any such  Action may be served on each party  hereto by the same  methods as are
specified  for the giving of notices  under this  Agreement.  Each party  hereto
irrevocably  and  unconditionally  waives  and  agrees not to plead or claim any
objection  to the laying of venue of any such Action  brought in such courts and
irrevocably and unconditionally waives any claim that any such Action brought in
any such court has been brought in an inconvenient forum.

     Section  11.4  WAIVER OF JURY TRIAL.  EACH PARTY  HERETO  ACKNOWLEDGES  AND
AGREES  THAT ANY  CONTROVERSY  WHICH  MAY  ARISE  UNDER  THIS  AGREEMENT  OR ANY
ANCILLARY  AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND,
THEREFORE,  EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE
FULLEST EXTENT  PERMITTED BY APPLICABLE  LAW, ANY RIGHT SUCH PARTY MAY HAVE TO A
TRIAL BY JURY IN RESPECT TO ANY ACTION  DIRECTLY OR  INDIRECTLY  ARISING OUT OF,
UNDER OR IN  CONNECTION  WITH OR RELATING  TO THIS  AGREEMENT  OR ANY  ANCILLARY
AGREEMENT OR THE  TRANSACTIONS  CONTEMPLATED  BY THIS AGREEMENT OR ANY ANCILLARY
AGREEMENT.   EACH  PARTY  HERETO   CERTIFIES  AND   ACKNOWLEDGES   THAT  (A)  NO
REPRESENTATIVE,  AGENT OR ATTORNEY OF ANY OTHER  PARTY  HERETO HAS  REPRESENTED,
EXPRESSLY  OR  OTHERWISE,  THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF SUCH
ACTION,  SEEK TO ENFORCE THE FOREGOING  WAIVER,  (B) EACH SUCH PARTY UNDERSTANDS
AND HAS CONSIDERED THE  IMPLICATIONS  OF THIS WAIVER,  (C) EACH SUCH PARTY MAKES
THIS WAIVER VOLUNTARILY,  AND (D) EACH SUCH PARTY HAS BEEN INDUCED TO ENTER INTO
THIS AGREEMENT BY, AMONG OTHER THINGS,  THE MUTUAL WAIVERS AND CERTIFICATIONS IN
THIS SECTION 11.4.

     Section 11.5  ASSIGNMENT;  SUCCESSORS  AND ASSIGNS;  NO THIRD PARTY RIGHTS.
This  Agreement  and the Ancillary  Agreements  may not be assigned by any party
hereto without the prior written  consent of the other parties  hereto,  and any
attempted  assignment  shall be null and void.  This Agreement and the Ancillary
Agreements  shall be binding upon and inure to the benefit of the parties hereto
and their  respective  successors and permitted  assigns.  Except as provided in
Section  10.2 or 10.3,  this  Agreement  shall be for the  sole  benefit  of the
parties hereto, and their respective successors and permitted assigns and is not
intended,  nor shall be  construed,  to give any Person,  other than the parties
hereto  and their  respective  successors  and  permitted  assigns  any legal or
equitable right, benefit,  remedy or claim hereunder.  Nothing in this Agreement
shall  prevent  any  party  and  its  successors  and  permitted   assigns  from
consolidating with or merging with or into, or transferring,  in one transaction
or a series of  related  transactions,  substantially  all of its assets to, any
Person or Persons; PROVIDED, HOWEVER, that the purchaser of substantially all of
the assets of the party or its  successor or  permitted  assign shall agree with
the  other  party  to be bound by all of the  transferring  party's  obligations
hereunder.

     Section 11.6 COUNTERPARTS.  This Agreement may be executed in counterparts,
each of which shall be deemed an original  agreement,  but all of which together
shall constitute one and the same instrument.

     Section  11.7 TITLES AND  HEADINGS.  The  headings and table of contents in
this Agreement are for reference  purposes only, and shall not in any way affect
the meaning or interpretation of this Agreement.

     Section 11.8 ENTIRE AGREEMENT.  This Agreement (including the Schedules and
Exhibits  attached  hereto or delivered in connection  herewith),  the Ancillary
Agreements and the  Confidentiality  Agreement  constitute the entire  agreement
among the parties hereto with respect to the matters covered hereby and thereby,
and supersede all previous written,  oral or implied  understandings  among them
with respect to such  matters.  Section 11.9  AMENDMENT AND  MODIFICATION.  This
Agreement may not be amended except by an instrument in writing signed on behalf
of each of the parties hereto.

     Section 11.10 PUBLICITY; PUBLIC ANNOUNCEMENTS. Unless otherwise required by
applicable Laws or the requirements of any national securities exchange (and, in
that event, only if time does not permit),  at all times prior to the earlier of
the  consummation  of the Closing or termination  of this Agreement  pursuant to
Article IX, DST and Janus shall consult with each other before issuing, and give
each other a  reasonable  opportunity  to review  and  comment  upon,  any press
release with respect to the transactions contemplated hereby and shall not issue
any such press release without each other's consent,  which consent shall not be
unreasonably  withheld or  delayed.  The  parties  agree that the initial  press
release  to be  issued  with  respect  to this  Agreement  and the  transactions
contemplated by this Agreement shall be in the form heretofore  agreed to by the
parties.

     Section 11.11 WAIVER.  Any of the terms or conditions of this Agreement may
be waived at any time by the party or parties  hereto  entitled  to the  benefit
thereof, but only by a writing signed by the party or parties waiving such terms
or conditions.

     Section  11.12  SEVERABILITY.   If  any  term,   provisions,   covenant  or
restriction  of this Agreement is held by a court of competent  jurisdiction  or
other  authority  to be invalid,  void or  unenforceable,  the  remainder of the
terms, provisions,  covenants and restrictions of this Agreement shall remain in
full force and effect and shall in no way be affected,  impaired or  invalidated
so long as the  economic or legal  substance  of the  transactions  contemplated
hereby is not affected in any manner materially  adverse to any party. Upon such
determination,  the  parties  shall  negotiate  in good  faith  to  modify  this
Agreement  so as to effect  the  original  intent of the  parties  as closely as
possible in an  acceptable  manner in order that the  transactions  contemplated
hereby be consummated as originally contemplated to the fullest extent possible.

     Section 11.13 NO STRICT  CONSTRUCTION.  Janus and DST each acknowledge that
this Agreement has been prepared  jointly by the parties hereto and shall not be
strictly construed against any party hereto.

     Section 11.14 KNOWLEDGE.  To the extent that any  representation is made to
"DST'S  KNOWLEDGE" (or similar words),  such knowledge shall refer to the actual
knowledge  of the  individuals  listed  in  Section  11.14 of  DST's  Disclosure
Schedule under the heading "DST's knowledge," without assuming any investigation
by such  individual.  To the extent that any  representation  is made to "JANUS'
KNOWLEDGE"  (or  similar  words),  such  knowledge  shall  refer  to the  actual
knowledge  of the  individuals  listed in  Section  11.14 of  Janus'  Disclosure
Schedule, without assuming any investigation by such individual.

     Section  11.15  AFFILIATE  STATUS.  To the  extent  that a party  hereto is
required  hereunder to take certain  action with respect to entities  designated
herein as such party's Affiliates,  such obligation shall apply to such entities
only during such period of time that such entities are Affiliates of such party.

     Section 11.16 TAX CONSEQUENCES.  Each party hereto  acknowledges and agrees
that no party has made, or is making in this Agreement,  expressly or impliedly,
any representation or warranty regarding the tax effects or tax consequences, if
any, of the  transactions  contemplated  in this  Agreement or in the  Ancillary
Agreements  and that each party has  consulted  with and is relying upon its own
tax advisors with respect to such effects and consequences.


                      [THIS SPACE INTENTIONALLY LEFT BLANK]





     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
duly executed as of the day and year first above written.

                        DST SYSTEMS, INC.


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

                        DST OUTPUT MARKETING SERVICES, INC.

                        By: /S/ KENNETH V. HAGER
                            ---------------------------------------------------
                            Name:  Kenneth V. Hager
                            Title:    Vice President


                        JANUS CAPITAL GROUP INC.


                        By: /S/ LOREN STARR
                            ---------------------------------------------------
                            Name:  Loren Starr
                            Title:    Sr. Vice President and CFO





                                EXHIBIT A - [***]

[***]


[***] "BUSINESS PRODUCTS AND SERVICES" SHALL MEAN:


RAPID FULFILLMENT
-----------------

Rapid  Fulfillment is digital printing or electronic  delivery of materials that
are (i) printed in connection with the acquisition of a new customer by a client
of the  Business  or in response  to an inquiry  from an existing  customer of a
client  of  the  Business,  and  (ii)  usually  individually  personalized  with
client-supplied   name,   address  and  demographic   information   utilizing  a
proprietary  compilation software  application and distributed  production sites
owned by OMS in New York and Chicago and sites owned by DST and its  Affiliates.
Rapid Fulfillment  services may also include  Integrated  Fulfillment  Services.

INTEGRATED  FULFILLMENT
-----------------------

Integrated  Fulfillment is the  combination of pick and pack services with Rapid
Fulfillment,  eLLITE Suite and On-demand services.  Pick and pack is the pulling
of externally supplied and internally  pre-printed  materials from inventory and
insertion  into a  mailing  with  On-demand  materials.

RAPID  PUBLISHER
----------------

Rapid Publisher is a Web-enabled  database  publishing  solution used by clients
that offer 403(b) and 401(k) plan administration to their customers. The service
utilizes a licensed  software  application  that allows the client to  customize
participant   communication   materials   based  upon  the  specific  plan,  and
personalize  the materials to the specific plan  participant.

RAPID  COMPLIANCE
-----------------

This service  consists of the production of  prospectuses,  supplements,  annual
reports and  semi-annual  reports  supplied by  customers  or third  parties for
printing and mailing and electronic delivery to meet the regulatory requirements
of the 401(k),  403(b),  non-variable  annuity and mutual  fund  markets.

RAPID CONFIRM
-------------

Rapid  Confirm   utilizes  the  Mail  Net  software   application   for
distribution  of  brokerage  trade  confirmations,  margin  notices  and address
changes  to  distributed  print  production   sites,   including  those  of  DST
Affiliates,  for  printing  and  mailing  at  those  sites  for  brokerage  firm
customers.

RAPID PROXY
-----------

This product  utilizes offset and On-demand  capabilities  to combine  documents
such as proxy  statements,  annual reports,  proxy voting cards,  business reply
envelopes and other  materials  selected by the client,  and bound into a single
book that can be  personalized  to the  recipient.

ELLITE  SUITE
-------------

A service  that  utilizes  the eLLITE  software  application  to  support  order
management, inventory management, fulfillment management and document management
of documents  such as mutual fund fact sheets,  prospectuses  and other pre-sale
and  post-sale  materials,  none of which  are  personalized  documents  such as
statements.

RAPID PORTFOLIO  SERVICES
-------------------------

This service  consists of the  printing of portfolio  reports for high net worth
individuals  in digital four color format and bound using one of the  following:
perfect  bind,  spiral or tape (but for purposes of clarity,  portfolio  reports
bound by other methods, e.g. stapling,  are excluded from the definition of this
service).

COMMERCIAL PRINTING SERVICES
----------------------------

These services consist of graphics design; plate production;  offset printing of
Static,  Nonrecurring documents utilizing sheet press printing machines; bindery
services;  envelope printing  utilizing jet press machinery;  and procurement of
the foregoing  services from third party commercial  printers and resale of such
services to clients.

For purposes of the foregoing, the following additional definitions shall apply:

     "ON-DEMAND" means the printing of Static,  documents that were historically
     offset  printed.  Documents can be printed  On-demand  from files stored in
     electronic databases because the contents of such documents are not altered
     by the  printer  except  for the  recipient's  name,  address  and  limited
     demographic information that is sometimes used to personalize the document.
     On-demand  documents are prepared in print ready formats and do not require
     the  use of  software  that  formats  the  document  except  to the  extent
     necessary to facilitate the insertion of certain variable  demographic data
     unique to a  transaction,  external event or other action of the recipient.
     By way of  example,  account  applications  and  prospectuses  are  printed
     On-demand, whereas, mutual fund account statements are not.

     "STATIC"  means that the  information  in the  document  does not change or
     fluctuate  based upon the occurrence of any  transaction,  recent event, or
     action taken by the ultimate  recipient  of the  document,  except that the
     name, address and other personal  demographic  information of the recipient
     may be  different  in each  document.  By way of  illustration,  an account
     application  or a  prospectus  is a Static  document,  while a mutual  fund
     account  statement  is not  Static  because  the  information  varies  from
     document  to  document  based  upon  various   factors  such  as  financial
     performance and actions of the recipient during the period reflected in the
     statement.

     "NONRECURRING"  means that the event  giving  rise to the  printing  of the
     document is of a type that does not  usually  occur on a  repetitive  basis
     when the use of the document by the specific end user is considered. By way
     of illustration,  a Nonrecurring event is the submission by a client to its
     customer or potential customer of a set of brochures,  account applications
     or other pre-sale marketing materials or fact sheets, or the fulfillment of
     orders  for  technical  materials  that  are  requested  by  purchasers  or
     potential  purchasers of a client's goods or services,  such as engineering
     schematics or instructions.  In such cases, the end user does not typically
     need or receive such a document more than once. In contrast, "Nonrecurring"
     does not include documents of a type that are printed for events or reports
     such as periodic  account  statements and  confirmations of transactions in
     mutual fund,  brokerage,  or other financial accounts,  monthly billing for
     television or utility  services,  the utilization of insurance  benefits or
     tax reports.

     [***]




            EXHIBIT B - [FORM OF WACHTEL LIPTON TAX OPINION TO JANUS]







                  EXHIBIT B - FORM OF SONNENSCHEIN TAX OPINION




                            SONNENSCHEIN TAX OPINION
                           TO BE DELIVERED AT CLOSING


                                     [Date]


DST Systems, Inc.
333 West 11th Street - 5th Floor
Kansas City, MO 64105

Ladies and Gentlemen:

     We have acted as counsel to DST Systems,  Inc.  ("DST") in connection  with
the proposed  distribution of all of the issued and outstanding  stock (the "OMS
Stock") of DST Output Marketing  Services,  Inc. ("OMS") by DST to Janus Capital
Group Inc.  ("Janus") in exchange for the transfer of  32,300,000  shares of DST
stock (the "DST Stock") by Janus to DST (the "Exchange"),  pursuant to the Share
Exchange  Agreement dated August ___, 2003, by and among DST, OMS and Janus (the
"Share Exchange Agreement").  We issue this opinion pursuant to Section 8.1.3 of
the Share  Exchange  Agreement.  Capitalized  terms not defined  herein have the
meanings set forth in the Share Exchange Agreement.

     In connection with this opinion,  we have reviewed:  (i) the Share Exchange
Agreement; (ii) the Certificates of Officers of DST, OMS and Janus as to certain
factual matters,  copies of which are attached (the  "Certificates");  (iii) the
Statement of Facts referred to in the Certificates,  a copy of which is attached
(the  "Statement of Facts");  and (iv) the valuation of OMS by Standard & Poor's
Corporate  Value   Consulting.   We  have  also  made  such  legal  and  factual
examinations  and  inquiries,  including an  examination of originals or copies,
certified  or  otherwise  identified  to our  satisfaction,  of such  documents,
corporate  records  and  other  instruments  as  we  have  deemed  necessary  or
appropriate for the purposes of this opinion.

     We have relied,  with the consent of DST, OMS and Janus,  upon the accuracy
and completeness of the Certificates and Statement of Facts (which  Certificates
and Statement of Facts we have neither investigated nor verified), and upon such
other documents and data that we have deemed  appropriate.  We have assumed that
such  Certificates and Statement of Facts are complete and accurate and that any
statements or  representations  made to the knowledge of any person or entity or
with  similar  qualification  are  true  and  correct  as if made  without  such
qualification. We have assumed the authenticity of all documents submitted to us
as copies. We have also assumed that the Exchange will be effected in accordance
with the terms of the Share Exchange Agreement.

     This opinion  relates  solely to certain  United States  federal income tax
consequences  of the  Exchange,  and  no  opinion  is  expressed  as to the  tax
consequences under any foreign, state or local law or under any federal tax laws
other than those pertaining to the income tax. This opinion does not address the
tax  consequences  to DST of the  transactions  by DST  preceding  the Exchange,
including deferred  intercompany  transactions or excess loss accounts under the



consolidated  return  regulations,  which  are  addressed  by  separate  opinion
addressed to you, dated as of the date hereof.

     In rendering this opinion, we have considered the applicable  provisions of
the Internal Revenue Code of 1986, as amended (the "Code"), Treasury Regulations
promulgated  thereunder,  interpretive  rulings of the IRS,  pertinent  judicial
authorities and such other authorities as we have considered  relevant as of the
date hereof (hereinafter, collectively referred to as "Current Law").

                                     OPINION

     Based upon and subject to the  foregoing,  and  although  the matter is not
free from doubt,  we are of the  opinion  that under  Current  Law the  Exchange
should qualify as a distribution  of OMS Stock pursuant to Code ss. 355(a),  and
that DST should recognize no gain or loss upon the distribution of the OMS Stock
to Janus pursuant to the Exchange.

                                    ANALYSIS

     No  gain  or  loss  is  recognized  by  a  corporation  (the  "distributing
corporation") on any distribution of stock of a controlled  corporation (defined
below) to which  Code ss.  355  applies.  No gain or loss is  recognized  by the
distributing corporation on the transfer of assets to the controlled corporation
as part of a transaction to which Code ss. 355 applies.  A distribution of stock
of a controlled  corporation by a distributing  corporation qualifies under Code
ss. 355 if the following tests are satisfied:  (i) the Control Requirement:  the
distributing  corporation distributes to its shareholders stock of a corporation
(the "controlled  corporation")  of which the  distributing  corporation owns at
least 80% of the total combined voting power of all classes entitled to vote and
at least 80% of the total number of shares of all non-voting shares, Code ss.ss.
355(a)(1)(A),  368(c);  (ii)  the  Distribution  Requirement:  the  distributing
corporation  distributes  to its  shareholders,  on a pro rata or a non-pro rata
basis,  controlled  corporation stock which represents at least 80% of the total
combined  voting  power of all classes  entitled to vote and at least 80% of all
non-voting  shares  of  controlled   corporation,   Code  ss.ss.   355(a)(1)(D),
355(a)(2);  (iii)  the  Active  Trade  or  Business  Requirement:  each  of  the
distributing  corporation and the controlled  corporation must be engaged in the
active conduct of a trade or business,  and must have been engaged in the active
conduct of such trade or business  continuously  throughout the five-year period
ending on the date of such distribution, Code ss.ss. 355(a)(1)(C),  355(b); (iv)
the Non-Device  Requirement:  the distribution must not be used principally as a
device  for  the  distribution  of  earnings  and  profits  of the  distributing
corporation or the controlled  corporation or both, Code ss.  355(a)(1)(B);  (v)
the Business Purpose  Requirement:  the distribution of controlled stock must be
motivated  by  an  independent  corporate  business  purpose,  Treas.  Reg.  ss.
1.355-2(b); (vi) Continuity of Shareholder Interest Requirement: shareholders of
the distributing  corporation must own after the distribution an amount of stock
that reflects a continuity of interest in the  distributing  corporation and the
controlled corporation, Treas. Reg. ss. 1.355-2(c)(1); and (vii) Non-Application
of Code ss. 355(d) and (e): the distribution of the controlled



corporation  stock must not be  described  in Code ss.  355(d) and  355(e).  Our
analysis of the satisfaction of these requirements is set forth below.

     1. THE CONTROL AND DISTRIBUTION  REQUIREMENTS.  A distributing  corporation
must own, and must distribute  controlled  corporation stock possessing at least
80% of the total combined voting power of all classes of stock entitled to vote,
and at least 80% of the total  number of shares of all other  classes  of stock.
Code ss.ss.  355(a)(1)(A),  335(a)(1)(D) and 368(c). Prior to the Exchange,  DST
will own all of the  issued  and  outstanding  stock  of OMS.  Under  the  Share
Exchange Agreement,  DST will distribute all of the issued and outstanding stock
of OMS to Janus.  Accordingly,  the Control and Distribution Requirements should
be satisfied.

     2. THE  ACTIVE  TRADE OR  BUSINESS  REQUIREMENT.  Each of the  distributing
corporation and the controlled corporation must be engaged immediately after the
distribution  of the  controlled  corporation  stock in the active  conduct of a
trade or  business,  and must have been  engaged in the  active  conduct of such
trade or business  continuously  throughout  the  five-year  period prior to the
distribution. Code ss.ss. 355(a)(1)(C) and 355(b). The determination is based on
all the facts and  circumstances.  DST has  continuously  provided  mutual  fund
shareholder  accounting  services  since  1969,  both  directly  and through its
subsidiaries,  and will  continue to provide such  services  after the Exchange,
both  directly  and  through  its  subsidiaries.  OMS,  by  itself  and  through
predecessor  organizations  directly  and  indirectly  100%  owned  by DST,  has
continuously  provided  graphics  design and  commercial  printing  products and
services since 1989 and marketing  services since 1992. After the Exchange,  OMS
will continue its historic  business,  and will not make any material  change in
its historic  business or change the  character of its historic  business.  This
requirement is satisfied even though DST indirectly acquired control of OMS in a
tax-free  reorganization  in which gain or loss was not  recognized  within five
years of the Exchange and OMS will  acquire  active trade or business  assets in
transactions in which gain or loss will not be recognized prior to the Exchange.
Code ss. 355(b)(2)(C), (D); Treas. Reg. 1.355-3(b)(4)(iii).

     Rev. Rul. 73-44,  1973-44 C.B. 182, as clarified by Rev. Rul. 76-54, 1976-1
C.B. 96, held that "[t]here is no requirement that a specific  percentage of the
corporation's  assets be devoted to the active  conduct of a trade or  business"
and that,  on the facts of the  ruling,  the  active  business  requirement  was
satisfied  because it was "not  controlling  for purposes of the active business
requirement  that the active business assets of the controlled  corporation,  Y,
represent less than half of the value of the controlled corporation  immediately
after the distribution."  Prior to the issuance of Rev. Proc.  2003-48,  the IRS
would not rule on a purported Code ss. 355 distribution if the fair market value
of the gross assets of the trade or business  meeting the  requirements  of Code
ss.  355(b) was less than 5% of the total fair market  value of the gross assets
of  the  corporation  in  question.  The  Exchange  would  have  satisfied  this
requirement.  However,  in Rev.  Proc.  2003-48,  the IRS indicated that this 5%
limitation  will no longer apply.  The existence of



nonactive  trade or business  assets should not prevent OMS from  satisfying the
Active Trade or Business Requirement.

     3. THE NON-DEVICE  REQUIREMENT.  The distribution of controlled corporation
stock must not be used  principally as a device for the distribution of earnings
and profits of the distributing corporation, the controlled corporation or both.
Code  ss.   355(a)(1)(B).   Treas.  Reg.  ss.   1.355-2(d)   provides  that  the
determination  of whether a transaction is used  principally as a device for the
distribution   of  earnings   and  profits  is  made  from  all  the  facts  and
circumstances.  Treas. Reg. ss.ss. 1.355-2(d)(2) and (3) list factors evidencing
device and nondevice, respectively.

     The evidence of device factors under Treas. Reg. ss. 1.355-2(d)(2) includes
a  difference  in the  ratios of the value of the  assets not used in the active
trade or business to the value of the assets used in an active trade or business
for the distributing  corporation and the controlled  corporation.  However, the
difference  in the  ratio  will  ordinarily  not be  evidence  of  device if the
distribution  is not  pro  rata  among  the  shareholders  of  the  distributing
corporation and the difference is attributable to the need to equalize the value
of  the  stock  distributed  and  the  value  of  the  stock  exchanged  by  the
distributee.  Moreover,  Treas.  Reg.  ss.  1.355-2(d)(5)(iv)  applies  to  find
nondevice in transactions  where the distributing  corporation makes substantial
cash  contributions  to the controlled  corporation  before the  distribution of
controlled  corporation stock in order to equalize the value of the shares to be
exchanged in the transaction.  Rev. Rul.  64-102,  1964-1 C.B. 136 and Rev. Rul.
71-383,  1971-2  C.B.  180.  The  ratio of assets  not used in active  trades or
businesses to assets used in active  trades or businesses  will be different for
DST and OMS, but evidence of device should not exist in the Exchange because the
assets not used in an active  trade or business are to equalize the value of OMS
Stock and the Janus DST Stock to be exchanged pursuant to the Exchange.

     More importantly,  Treas. Reg. ss. 1.355-2(d)(5)(iv)  provides that even if
there is evidence of device under Treas. Reg. ss. 1.355-3(d)(2),  a distribution
of controlled  corporation  stock will ordinarily be considered not to have been
used  principally  as a  device  if,  in  the  absence  of  Code  ss.  355,  the
distribution  of controlled  corporation  stock would be treated as a redemption
under  Code  ss.  302(a),   provided  the  distribution  does  not  involve  the
distribution  of the stock of more than one controlled  corporation and does not
facilitate  the  avoidance  of the  dividend  provisions  of the Code  through a
subsequent  sale or exchange of one  corporation and the retention of the other.
The Exchange would be treated as a redemption under Code ss. 302(a), because the
redemption would be  substantially  disproportionate  under Code ss.  302(b)(2).
Prior to the Exchange,  Janus will own 39,724,052 of  approximately  115,469,887
DST shares outstanding,  or 34.40% of the total. After the Exchange,  Janus will
own 7,424,052 of approximately  83,169,887 DST shares  outstanding,  or 8.93% of
the total. The percentage of DST stock owned by Janus after the Exchange is less
than 80% of the percentage of DST stock owned by Janus before the Exchange,  and
is less than 50% of the DST stock after the Exchange. The Exchange would, in



the absence of Code ss. 355, be treated as a redemption  under Code ss. 302, and
so the Non-Device Requirement should be satisfied.

     4. THE BUSINESS  PURPOSE  REQUIREMENT.  For a  distribution  of  controlled
corporation  stock to  qualify  under Code ss.  355,  the  distribution  must be
carried  out  for one or more  corporate  business  purposes.  Treas.  Reg.  ss.
1.355-2(b)(1).  The intention is to limit Code ss. 355 nonrecognition  treatment
to "readjustments of corporate structures required by business  exigencies." Id.
Such corporate  business purpose must be a real and substantial  non-Federal tax
purpose germane to the business of the distributing corporation,  the controlled
corporation,  or the  affiliated  group to which  the  distributing  corporation
belongs.  Treas. Reg. ss.  1.355-2(b)(2).  Finally, a corporate business purpose
will be treated as  sufficient  for  purposes  of Code ss. 355 if the  corporate
business purpose cannot be achieved  through a nontaxable  transaction that does
not  involve  the  distribution  of  controlled  corporation  stock and which is
neither  impractical nor unduly expensive.  Treas. Reg. ss.  1.355-2(b)(3).  The
Janus ownership of DST stock creates a substantial competitive  disadvantage for
DST with respect to DST's mutual fund management company customers and prospects
which are  competitors of Janus.  The Janus  ownership of DST stock limits DST's
access to bank borrowing.  OMS's business does not have fit and focus with DST's
other businesses.  The Exchange should eliminate DST's competitive disadvantage,
the  limitation on access to  borrowing,  and the lack of fit and focus of OMS's
business. Accordingly, the Business Purpose Requirement should be satisfied.

     5. THE CONTINUITY OF SHAREHOLDER INTEREST  REQUIREMENT.  For a distribution
of controlled  corporation stock to qualify under Code ss. 355, generally one or
more   shareholders  of  the   distributing   corporation  must  own  after  the
distribution stock the distributing  corporation and the controlled  corporation
that  reflects  a  continuity  of  interest.   Treas.  Reg.  ss.  1.355-2(c)(1).
Immediately after the Exchange, Janus will own 100% of the OMS Stock and the DST
shareholders  will  continue  to own 100% of the DST Stock.  The  Continuity  of
Shareholder Interest Requirement should be satisfied.

     6. THE NON-APPLICATION OF CODE SS. 355(D). Janus will own all the OMS Stock
as a result of the exchange of the DST Stock pursuant to the Exchange.  Code ss.
355(d) will not apply if the DST Stock owned by Janus was not  acquired by Janus
by purchase  within the meaning of Code ss. 355(d)  during the five-year  period
preceding  the  Exchange.  Accordingly,  the DST  Stock  owned by Janus  was not
acquired by purchase within the meaning of Code ss. 355(d) during the five years
prior to the Exchange, and Code ss. 355(d) should not apply to the Exchange.

     7.  THE  NON-APPLICATION  OF CODE  SS.  355(E).  DST,  OMS and  Janus  have
represented  that the  Exchange  is not made  pursuant  to a plan or a series of
related transactions pursuant to which one or more persons will acquire a 50% or
greater  interest in DST or OMS,  except that Janus will acquire a 100% interest
in OMS. Code ss.ss. 355(e)(2),  355(e)(3)(A)(iii).  Janus will acquire OMS Stock
only as a result of owning DST Stock  which Janus  acquired  more than two years



prior to the Exchange. See Treas Reg. ss. 1.355-7T(d)(4).  Accordingly, Code ss.
355(e) should not apply to the Exchange.

     8. CASH CONTRIBUTED TO OMS. Prior to the Exchange, DST will contribute cash
to OMS for various  purposes of OMS and to equalize  the values of the OMS Stock
and  the  DST  Stock,  as  described  in  the  Share  Exchange  Agreement,   the
Certificates  and the Statement of Facts.  The amount of cash contributed to OMS
is a "fact or circumstance"  which is taken into account in the determination of
whether the Active Trade or Business Requirement and the Non-Device  Requirement
have  been  satisfied,  and  for  purposes  of  assessing  the  strength  of the
independent  corporate business purpose.  The amount of cash included in OMS may
also  affect the  substance  of the  Exchange.  A  transaction  will be taxed in
accordance  with its  substance,  and a  transaction  which  meets  the  literal
requirements  of Code ss. 355 may be taxed  otherwise  if the  substance  of the
transaction is not within the intent of Code ss. 355. GREGORY V. HELVERING,  295
U.S. 405 (1935).

     The  IRS has  favorably  ruled  under  Code  ss.  355  that a  distributing
corporation may contribute cash to a controlled  corporation prior to a splitoff
in amounts  sufficient  to equalize  the fair  market  values of the stock to be
exchanged in the splitoff.  Rev. Rul.  64-102  approved a splitoff  after a cash
contribution  representing 54% of the total value of the controlled corporation,
where  the  cash   contribution   did  not  cause  changes  in  the   controlled
corporation's  business of such character as to constitute the  acquisition of a
new or different business.  In Rev. Rul. 71-383, the IRS approved a "substantial
capital  contribution"  prior to a  splitoff  that did not cause a change in the
character of the controlled  corporation's business.  Thus, in Rev. Ruls. 64-102
and 71-383, the IRS permitted the contribution of substantial amounts of cash to
the  controlled  corporation  that  were  not  anticipated  to be  used  in  the
controlled  corporation's active trade or business.  Similarly,  Rev. Rul. 73-44
held that a transaction  qualified  under Code ss. 355 where the active trade or
business  represented  less  than  50%  of the  total  value  of the  controlled
corporation, although the nonactive trade or business assets were not investment
assets.  Based on  Current  Law,  the  amount of cash  present  here  should not
disqualify  DST  from  nonrecognition  treatment  under  Code  ss.  355 upon the
distribution of OMS stock.

                                      * * *

     This opinion is based on Current Law. It is possible  that  Congress  could
enact  new law,  or that  Department  of the  Treasury  or the IRS  could  issue
authorities,  after the date hereof which would be inconsistent with the opinion
expressed  herein.  It is possible that courts of competent  jurisdiction  could
issue  decisions  after the date  hereof  which would be  inconsistent  with the
opinion expressed herein. Any changes in law could have retroactive effect.

     We express no opinion as to the tax  consequences  of the  Exchange  to any
person other than DST.  This opinion is  furnished  solely for DST's  benefit in
connection  with  its  evaluation  of  the  United  States  federal  income  tax
consequences  of the  Exchange  and may not be used or



relied upon by any other  person or by DST for any other  purpose.  This opinion
may not be circulated,  quoted or otherwise  referred to for any purpose without
our express written consent.

                                            Very truly yours,








             EXHIBIT B - FORM OF PRICEWATERHOUSECOOPERS TAX OPINION




August 25, 2003



Mr. Kenneth V. Hager
Vice President, CFO and Treasurer
DST Systems, Inc.
333 West 11th Street, Fifth Floor
Kansas City, MO 65105

RE: Proposed Corporate Reorganization

Dear Mr. Hager:

You have  requested  the  opinion of  PricewaterhouseCoopers  LLP (the "Firm" or
"PwC") as to  certain  United  States  federal  income tax  consequences  of the
proposed corporate  reorganization  described below. The reorganization involves
DST Systems,  Inc. ("DST" or "Distributing")  transferring certain assets to DST
Output  Marketing  Services,   Inc.   ("Controlled"  or  "DST  Output  Marketing
Services")  after which DST will distribute all of the Controlled stock to Janus
Capital  Group Inc.  ("Janus") in exchange  for most of the stock (32.3  million
shares) of DST owned by Janus in a transaction (the "Distribution")  intended to
qualify as a tax-free exchange under Section 355 of the Internal Revenue Code of
1986,  as  amended  (hereinafter  "Code" or "IRC",)  ("ss.",  or  "Section"  are
reference$ to sections the Code). This opinion is solely for the benefit of, and
may be relied upon only by DST and its corporate affiliates.

Section I of this letter (the "Opinion  Letter" or the "Opinion")  describes the
facts upon  which the  Opinion is based.  Section  II  contains  representations
relied on by the Firm in rendering its Opinion.  Section III contains the issues
presented.  Section IV sets forth the Firm's Opinion.  Section V of this Opinion
Letter  contains a discussion of the  authorities  and the United States federal
income tax analysis upon which the Opinion is based.  Section VI of this Opinion
Letter specifies qualifications to and limitations of the Opinion.

SECTION I - FACTS

A. COMPANY ORGANIZATIONAL STRUCTURE

DST is a publicly traded Delaware  corporation with 115,645,136 shares of common
stock outstanding as of June 30, 2003. DST's largest shareholder is Janus, which
owns 39,724;052



shares of DST,  representing 34.35% of DST's outstanding common stock as of June
30,  2003.1 The last day of  Distributing's  taxable  year is December 31 and it
uses the accrual method of accounting.

Distributing  is a leading  provider  of record  keeping and  computer  software
solutions to the financial services industry (the "Financial Services" business)
and particularly to mutual funds and investment advisors thereto.  Additionally,
through subsidiary corporations, Distributing provides output solutions ("Output
Solutions")  and  customer  management  ("Customer  Management")  services  to a
variety of industries.

DST files a consolidated  United States  Corporation  Income Tax Return together
with  subsidiaries  that meet the requirements of being affiliated group members
under  Section  1504  (hereinafter  referred  to as the  "DST  Group").  All the
companies described below are members of the DST Group.

The following entities are described because they are the only entities that are
specifically involved in the corporate  restructuring and the Distribution.  See
Exhibit A an  organizational  chart and step plan of the internal  restructuring
("Internal Restructuring").

OTS GROUP,  INC.  ("OTS") is a wholly owned subsidiary of DST. OTS was formed by
DST on February 20, 2001. OTS is a holding company that owns all of the stock of
DST Systems of California, Inc.

DST SYSTEMS OF CALIFORNIA,  INC. (formerly known as-"USCS International,  Inc.".
or hereinafter as "DST Systems of  California") is a Delaware  corporation,  and
wholly  owned  subsidiary  of OTS.  The  fair  market  value of DST  Systems  of
California's  assets exceeds its liabilities  immediately  prior to the Internal
Restructuring.

DST Systems of California was organized on April 10, 1996 as USCS International,
Inc.  On  December  21,  1998,  DST  acquired  100  percent  of the  issued  and
outstanding  common stock of USCS  International,  Inc. in a reverse  triangular
merger  which  qualified as a tax-free  exchange  under  Section  368(a)(2)(E).2
Subsequent to DST's acquisition,  USCS  International,  Inc. changed

--------
1 Janus maintains  contractual  relationships with DST in order to use a variety
of systems related to Janus' 4.5 million-account mutual fund business. DST hosts
several applications for Janus from shareholder  accounting,  workflow & imaging
and automated  voice  response  systems as well as providing  disaster  recovery
services.  DST also provides  resources to participate in projects  ranging from
software development, to process improvement and efforts to convert outside fund
groups  to  the  DST  platform  in  conjunction  with  mergers  and  partnership
agreements Janus has with other fund groups.

At times,  Janus has also enlisted DST to provide services  supporting  transfer
agent  functions.  Specifically,  over the past several years DST and Janus have
had outsourcing  relationships for general back office processing with the Janus
Transfer Agent. On several  occasions,  Janus has utilized  consulting  services
from DST to assist with various  internal  efforts that were related or impacted
DST systems used by Janus.

2 The former USCS  International,  Inc.  shareholders  exchanged their full unit
shares of USCS  International,  Inc.  solely for shares of DST common  stock and
cash in lieu of  fractional  shares  to which  they  would  otherwise  have been
entitled.  DST was the  source  of the cash for the  fractional  shares  in this
transaction.




its name to DST Systems of California, and in February 2001, DST contributed all
of its DST Systems of  California  stock to OTS in exchange for OTS common stock
in a transaction that qualified as tax-free under Section 351.

DST OUTPUT,  INC. ("DST Output") is a wholly owned  subsidiary of DST Systems of
California.  DST  Output  was  formed on  December  28,  1990 as a wholly  owned
subsidiary  of DST.  After the  acquisition  of DST  Systems  of  California  in
December  of 1998,  DST  contributed  the stock of DST Output to DST  Systems of
California in December 1999. Since December of 1999 DST Output has been a wholly
owned  subsidiary of DST Systems of California.  DST Output is a holding company
which owns all of the stock of the  following  subsidiaries,  DST  Output  East,
Inc.,  DST Output  Illinois,  Inc.,  DST  Output  SRI,  Inc.,  and DST Output of
California, Inc.

DST OUTPUT EAST,  INC.  ("DST Output East") is a wholly owned  subsidiary of DST
Output. DST Output East was acquired by DST Output when it acquired the stock of
Mail Processing Systems,  Inc. on May 16, 1991. Through a series of name changes
Mail Processing Systems, Inc. became DST Output East on January l, 2002.

DST OUTPUT MARKETING SERVICES,  Controlled,  is a New York corporation organized
on October 6, 1992 as a wholly owned  subsidiary  of DST Output  East.  The fair
market value of Controlled's assets exceeds its liabilities immediately prior to
the  Internal  Restructuring.  The  last  day of  Controlled's  taxable  year is
December  31 and it uses the accrual  method of  accounting.  See  Section  C.2,
CONTROLLED'S  ORGANIZATIONAL BACKGROUND AND ACTIVE BUSINESS below for additional
information.

DST OUTPUT ILLINOIS, INC. ("DST Output Illinois") is an Illinois corporation and
a wholly owned subsidiary of DST Output.  DST Output Illinois became a member of
Distributing's  affiliated  group  in 1992  when  DST  Output  organized  Output
Technologies of Illinois; Inc., which purchased the assets of Business Services,
Inc. ("BSI"), a  telemarketing/fulfillment  operation.  BSI's customers included
electronics companies,  engineering firms and financial services  organizations,
for which BSI  maintained an inventory of forms and products,  in its warehouse.
BSI served its customers by (1) answering  telephone  calls from  individual end
users seeking to purchase products sold by one of BSI's customers, (2) directing
BSI  employees to "pick" and "pack" the products  from  inventory  stored in its
warehouse,  and (3)  delivering  the  products  to the end users.  In 1999,  the
company name was changed to Output Technology Solutions of Illinois, Inc., which
was then  changed  in 2002 to DST Output  Illinois,  Inc.  DST  Output  Illinois
continues to engage in the pick and pack fulfilment business originally acquired
from BSI in 1992.  The tax  bases of DST  Output  Illinois'  assets  exceed  the
associated liabilities immediately prior to the Internal Restructuring. The fair
market value of DST Output Illinois' assets exceeds its liabilities  immediately
prior to the  Internal  Restructuring.  DST Output  Illinois  currently  has 163
employees.  These  employees  have and continue to perform both  managerial  and
operational functions.

DST OUTPUT SRI,  INC.  ("DST Output SRI") is a wholly  owned  subsidiary  of DST
Output.  DST  Output  SRI was  formed by DST on  September  29,  1981 to conduct
printing  operations.  On April 1, 1993, DST  contributed  DST Output SRI to DST
Output.



DST OUTPUT  GRAPHIC  RESOURCES,  INC.  ("DST  Output  Graphic  Resources")  is a
Missouri  corporation  wholly  owned  by DST  Output  SRI.  DST  Output  Graphic
Resources was organized on June 13, 1990 when DST organized  Phoenix Litho, Inc.
to acquire the assets of Klaren Colour,  Inc. The Phoenix  Litho,  Inc. name was
changed to Output  Technologies  Phoenix  Litho Group,  Inc. in 1993,  to Output
Technologies  Graphic  Resources  Group,  Inc.  in 1997,  to  Output  Technology
Solutions  Graphic  Resources  Group,  Inc. in 1999,  and to DST Output  Graphic
Resources,  Inc. in 2002. DST  transferred  DST Output Graphic  Resources to DST
Output on April 1, 1993. On December 31, 1993, DST Output transferred DST Output
Graphic  Resources  to DST Output SRI.  DST Output  Graphic  Resources  has been
engaged in the graphics design and commercial  printing business since 1990 when
the assets of Klaren Colour,  Inc. were acquired.  DST Output Graphics Resources
produces brochures,  annual reports,  collateral pieces and posters (i.e., items
that require  high-quality color printing produced to exact standards).  The tax
bases of the DST  Output  Graphic  Resources'  assets  other  than the  Retained
Assets3  exceeds the associated  liabilities  immediately  prior to the Internal
Restructuring.  The fair market value of DST Output  Graphic  Resources'  assets
exceeds its liabilities  immediately  prior to the Internal  Restructuring.  DST
Output  Graphic  Resources has 61 employees who will not be part of the Retained
Assets.  These  employees  have and  continue  to perform  both  managerial  and
operational functions.

DST OUTPUT OF  CALIFORNIA,  INC.  ("DST Output of  California")  is a California
corporation and wholly owned subsidiary of DST Output.  DST Output of California
became a member of  Distributing's  affiliated  group in December 1998, when DST
acquired all the stock of USCS International, Inc., as described earlier. In the
December 1999 when DST contributed all of its stock in DST Output to DST Systems
of California,  DST Systems of California  then  contributed all of its stock.in
DST Output of California to DST Output.  Among its trade or business assets, DST
Output of California has a specific  group of assets and associated  liabilities
through which it conducts a graphics design business (the "Graphics  Division").
The  business  in the  Graphics  Division  has been  conducted  by DST Output of
California since 1994. The tax bases of the Graphics  Division assets exceed the
associated liabilities immediately prior to the Internal Restructuring. The fair
market  value of DST  Output of  California's  assets  exceeds  its  liabilities
immediately  prior to the  Internal  Restructuring.  DST  Output  of  California
currently  has more than  1,000  employees  in total  with 47  employees  in the
Graphics Division.  These employees have and continue to perform both managerial
and operational functions.

B. THE TRANSACTION

Distributing  will distribute 100 percent of the stock of Controlled to Janus in
exchange  for 32.3  million  Distributing  shares  owned  by  Janus.  After  the
Distribution,   Janus   will   own   7,424,052   million   Distributing   shares
(approximately  [AT TIME OF  CLOSING]  percent  of all the  Distributing  shares
outstanding  immediately  after the  Distribution).  Janus  will  also  grant an
irrevocable

--------
3 DST Output Graphic  Resources,  Inc.  prepares "base stock" for members of the
Output  Solutions  market  segment on speciality  presses that are not otherwise
used in the  commercial  printing  and  graphics  design  business of DST Output
Graphic Resources.  These presses and related assets are hereinafter referred to
as the "Retained Assets" described on Exhibit B.




proxy  to  Distributing  to vote  the  Distributing  stock  Janus  or any  Janus
affiliate  continues to own, or any  Distributing  shares  Janus  transfers to a
third party in a transaction in which Janus  continues to exercise voting rights
over the Distributing shares so transferred.  Additionally, Janus will agree not
to acquire any Distributing shares for a period of ten years.

Immediately prior to and in anticipation of the Distribution,  Distributing will
effect an Internal Restructuring.  (See EXHIBIT A, Distributing's organizational
structure,  which  depicts'these  transactions.)  As a  result  of the  Internal
Restructuring,  Controlled will acquire the assets and liabilities of DST Output
Illinois,  the Graphics  Division from DST Output of  California,  Inc. and, the
assets and liabilities of DST Output Graphic  Resources,  excluding the Retained
Assets.

Additionally,  following the Internal Restructuring and immediately prior to the
Distribution,  Distributing  will  contribute  cash to  Controlled.  The cash is
determined by the  provisions of the Share Exchange  Agreement that provide,  in
summary form, as follows:

o    The cash amount  represents the excess of (i) the product of (A) thirty two
     million three hundred  thousand  (32,300,000)  shares and (B) the DST Share
     Value over (ii) one hundred  fifteen million  dollars  ($115,000,000).  For
     purposes of this  calculation,  the DST Share Value  represents the average
     (arithmetic  mean) of the per share closing  prices of the DST Common Stock
     on the New York Stock Exchange for the twenty (20) consecutive trading days
     ending on the day prior to the Closing Date PROVIDED, HOWEVER, that if such
     average price is less than thirty dollars ($30.00) per share, the DST Share
     Value shall be deemed equal to thirty dollars  ($30.00) per share,  and, if
     such  average  price is greater  than  thirty-four  dollars and fifty cents
     ($34.50)  per  share,  the  DST  Share  Value  shall  be  deemed  equal  to
     thirty-four dollars and fifty cents ($34.50) per share.4

C ACTIVE TRADE OR BUSINESS

1. DISTRIBUTING'S DIRECTLY OPERATED BUSINESS

Distributing  is  directly  engaged in the  business  of  providing  mutual fund
shareowner  accounting  services  ("Mutual Fund Shareowner  Accounting  Services
Business")  which is a  segment  of the  Financial  Services  Business.  Most of
Distributing's  mutual fund clients are "open-end" mutual fund companies,  which
obtain funds for  investment  by making a continuous  offering of their  shares.
Purchases  and sales  (referred  to as  "redemptions")  of open-end  mutual fund
shares are typically  effected  between  shareowners  and the fund,  rather than
between shareowners.  These transactions are based on the net asset value of the
mutual fund on the date of  purchase  or  redemption,  which  requires  that the
assets  of the  fund and the  interests  of its  shareowners  be

--------
4 The following  example  illustrates the determination of the cash as described
above.

o    Assume the average closing price of DST common stock for the 20 consecutive
     trading days ending on the day prior to the closing is $36.

o    On this  basis,  the  cash  amount  would  be  $999,350,000  determined  by
     multiplying  32,300,000  by $34.50 (the maximum  share  price),  a total of
     $1,114,350,000, and subtracting therefrom $115,000,000.




valued daily. Accordingly,  timely and accurate accounting and record keeping of
shareowner and fund investment activity is critical.

Investor  attraction  to a wide array of mutual fund  investment  products  with
increasingly  specialized  features has  significantly  increased  the number of
mutual fund shareowner  accounts,  the volume of transactions and the complexity
of record keeping.  Distributing's  proprietary  software (TA2000) and employees
perform  shareowner  related  functions for mutual funds,  including  processing
purchases,   redemptions,   exchanges  and  transfers  of  shares;   maintaining
shareowner  identification  and share ownership  records;  reconciling  cash and
share  activity;  calculating  and  disbursing  commissions to brokers and other
distributors;  processing dividends;  creating and tabulating proxies; reporting
sales;  and providing data sets for use in printing  shareowner  transaction and
statement data and year-end tax statements.  The system processes load, no-load,
multi-class and money funds.  TA2000 also performs many specialized  tasks, such
as asset allocation and wrap-fee calculations. As of June 30, 2003, Distributing
provided shareowner  accounting processing services for approximately 86 million
U.S. mutual fund shareowner accounts.

Distributing  derives  revenues  from  its  mutual  fund  shareowner  accounting
services  through fees charged for use of  Distributing's  proprietary  software
systems, clerical processing services and other related products. These fees are
generally  charged  on a per  account  and  number  of funds  basis  for  system
processing  services and on a per account,  number of fund and transaction basis
for  clerical  services.  Comparable  record  keeping  participant  services are
offered by Distributing with respect to various corporate retirement and savings
plans. Thus,  Distributing's  TA2000 software and employees maintain records and
process information for all types of Individual Retirement Accounts ("IRAs") and
Section 529 Savings Plans  including  Educational  IRAs. In addition,  using its
TRAC component of TA2000,  Distributing  provides participant record keeping and
administration for defined contribution plans, including Section 401(k), Section
403(b),  Section 457,  money  purchase and profit  sharing  plans that invest in
mutual  funds,  company  stock,   guaranteed   investment  contracts  and  other
investment  products.  Distributing's  use of leading edge technology to develop
innovative software solutions for its customers accounts for its position as the
leading  provider of the mutual fund shareowner  record keeping  services in the
U.S.

Distributing  has  continuously  and  directly  employed  more than 50 full-time
employees in the Mutual Fund Shareowner Accounting Services Business during each
of the past five  years.  These  employees  have and  continue  to perform  both
managerial and operational  functions.  Distributing  has actively  operated the
Mutual Fund Shareowner  Accounting  Services Business since 1969. Apart from the
normal expansion and growth of its business,  Distributing has not undergone any
substantial  operational  changes in the past five years.  Attached as EXHIBIT C
are five years of  unconsolidated  profit and loss statements for  Distributing.
The caption,  "Income from Operations,"  shown thereon represents the net income
from the  conduct of the Mutual Fund  Shareowner  Accounting  Services  Business
determined in accordance with generally  accepted  accounting  principles.  Also
attached  as  EXHIBIT  D is the most  recent  unconsolidated  balance  sheet for
Distributing.  The total assets  reported  thereon  represent the assets used by
Distributing



in conducting the Mutual Fund Shareowner  Accounting  Services Business,  except
for assets included in the "Investments" account.

2. CONTROLLED'S ORGANIZATIONAL BACKGROUND AND ACTIVE BUSINESS

The  Distributing  group  has  two  other  active  business  operating  segments
(Customer  Management5  and Output  Solutions as  discussed  below) that operate
through  subsidiaries.  The Output  Solutions  segment  provides  single source,
integrated  print and  electronic  communications  solutions.  The  products and
services  of the  Output  Solutions  business  segment  fall into the  following
categories:

o    High speed  laser  statement  and bill  printing  and other  individualized
     customer communications such as checks,  transaction  confirmations and tax
     forms;

o    Electronic   bill  and  statement   processing   and   presentment  to  the
     video/broadband/satellite  TV, telecommunications,  utilities,  credit card
     and other industries;

o    Archival retrieval to allow client customer service representatives to view
     customer  statements in virtually any format from CD-ROM to electronic data
     transmission  using  Distributing-developed  viewing and storage  solutions
     software; and

o    Commercial printing,  graphics design and communications management,  which
     represent a combination of traditional  fulfilment services and delivery of
     laser printed  information  supporting new financial  service product sales
     and confirmation of security trades (the "Marketing Services Business").

At the time of the Distribution,  Controlled's active business will consist of a
combination of its own  operations and the operations of another  subsidiary and
parts of the operations of two other subsidiaries of Distributing, (described as
the Marketing  Services  Business  above) all of which have been included in the
Output  Solutions  segment for purposes of  financial  reporting  and  executive
management oversight.

Controlled  has directly and actively  conducted the  communications  management
services  business  for  the  past  five-years.  SEE  EXHIBIT  E for a  detailed
description of the services directly provided by Controlled.

Controlled was organized in 1992 when its primary  activity was the provision of
printed  confirmation of securities  transactions to broker-dealers.  Controlled
has continued to be a market leader for discount  brokerage firms that outsource
the  production  of  e-mail  and  hard  copy  trade  confirmations.  It has also
developed a variety of fulfilment  products such as retirement  plan  enrollment
kits that can be proofed via the internet  and.then  transmitted  for production
and delivery.  Controlled currently employs 157 people and has directly employed
more than 50 full-

--------
5 This business  segment is not relevant to this Statement of Facts and, because
it is operated through subsidiaries, is not discussed herein.




time people during each of the past five years in conducting its active business
operations.  These  employees  have and continue to perform both  managerial and
operational functions.

Controlled,  as a result of the  internal  restructuring  depicted in EXHIBIT A,
will become a firsttier  subsidiary  of  Distributing  immediately  prior to the
Distribution  and as described above  Controlled will acquire all or part of the
active business assets of three other subsidiaries.  The purpose of the internal
restructuring is to combine within  Controlled the active business assets of the
commercial printing,  graphics design, and communications management businesses.
On the date of the  Distribution,  the gross fair market  value of  Controlled's
Marketing  Services Business will be approximately  $[insert at time of closing]
million.  SEE  EXHIBIT F, the  appraisal  of Standard & Poor's  Corporate  Value
Consulting and EXHIBIT G five years of pro forma profit and loss  statements for
the  Marketing  Services  Business and a pro forma  balance sheet as of June 30,
2003 for Marketing Services Business.

D. BUSINESS PURPOSES

The business  reasons for the  Internal  Restructuring  described  above and the
contribution of the cash, the Graphics Division,  and the assets and liabilities
of DST Output Graphic  Resources  (except for the Retained Assets) to Controlled
are to promote  efficiency  by  consolidating  the assets and  operations of the
Marketing Services Business in a single entity and to facilitate the exchange of
Distributing  shares owned by Janus for Controlled  stock. The business purposes
for the Distribution are set forth below.

1.  JANUS'  OWNERSHIP  OF  DISTRIBUTING   REPRESENTS  A  COMPETITIVE  THREAT  TO
DISTRIBUTING IS BUSINESS

Janus is one of the largest mutual funds managers in the United States. As such,
Janus is a direct and formidable  competitor of Distributing's other mutual fund
clients. Janus' direct ownership of Distributing,  and Janus' ability to utilize
its  cumulative  voting rights to elect one or more members of its management to
Distributing's  board  of  directors,  poses a direct  and  material  threat  to
Distributing's  competitive  position in the mutual funds part of the  Financial
Services  market it serves.  Any  influence  or  involvement  by Janus  (real or
perceived) `in Distributing's management, or any access (real or perceived) that
Janus might have to strategic  plans or customer data of  Distributing's  mutual
fund customers, is a material concern to these clients.

For the year ended December 31, 2002, Distributing earned 43.4% of its operating
revenues  across all  segments  from  services  it  provided  to the mutual fund
industry. More importantly, the Financial Services segment, of which services to
mutual funds is the largest  single  component,  provided 83% of  Distributing's
income from operations in 2002. Competition for this business is intense among a
very few service  providers.6  Losing its  competitive  advantage in this highly
profitable   segment  of  its   business   would  have  an  adverse   effect  on
Distributing's profitability.

--------
6 Distributing's  principal  competitors are PNC Financial Services Group, Inc.,
Sunguard Data Systems,  Inc. and The BYSYS Group.  Based on forms 13-D currently
filed, none of these companies has a more than 5% shareholder which is a client.




Distributing provides a wide range of services to its clients,  often performing
all of  their  mutual  fund  shareowner  system  processing  (and in some  cases
administrative  functions).  As a  consequence,  Distributing  has access to its
clients' most critical proprietary  information (i.e.,  shareholder data) and to
strategic plans relating to the servicing of those shareholders.  Distributing's
customers are very sensitive  about access to this  information by anyone,  much
less a competitor.  For example,  see the letter from T. Rowe Price Group, Inc.,
EXHIBIT H,  stating  its  concerns  and the  chilling  effect  Janus'  ownership
position has on its  willingness to discuss openly its strategies and respective
needs as they relate to  Distributing's  capabilities.  Every service  agreement
Distributing  has  with a  mutual  fund  client  contains  provisions  requiring
Distributing to maintain the  confidentiality  of shareholder data and strategic
client information. To put this in perspective, as of June 30, 2003 Distributing
maintained   shareowner  account  records  for  approximately  86  million  U.S.
shareowner  accounts,  making it the largest third party provider of mutual fund
shareowner processing services. Distributing has been able to achieve this level
of market acceptance through its commitment to service, investment in technology
and by maintaining independence from its clients.

Before 2003, no client had ever  directly  owned any  significant  percentage of
Distributing's stock-let alone an interest entitling it to board representation.
This  changed  on  January 1, 2003,  when  Distributing's  largest  shareholder,
Stilwell  Financial,  Inc.  ("Stilwell")  merged with Janus Capital  Corporation
("JCC") and Stilwell  Financial,  Inc.  changed its name to Janus Capital Group,
Inc. In connection  with this  transaction,  the top five executive  officers of
Stilwell resigned, and turned over the management of Stilwell, now Janus, to the
historic JCC management.  In addition,  several  Stilwell board members resigned
and new members  (including  certain Janus officers) were appointed to the board
of directors.  This  transaction  has been highly  publicized in the mutual fund
industry.  SEE EXHIBIT I  (representative  press coverage of the  Stilwell/Janus
merger).  After becoming aware of the JCC and Stilwell merger, DST contacted JCC
to discuss strategic  business  alternatives for reducing JCC's direct ownership
interest in DST.

Prior to this  recent  merger,  Stilwell  was  very  careful  not to  exert  any
influence over Distributing and was effectively a passive holder or steward, and
did not actively  participate in the management of JCC allowing JCC an unusually
high degree of autonomy.  As a consequence,  this ownership approach to both JCC
and  Distributing  served to mitigate  concerns  over the  possible  competitive
conflicts,  which  could  arise as a result of  Stilwell's  ownership  of JCC in
combination  with its  significant  ownership  of  Distributing.  An  historical
perspective on the development of this relationship assists in understanding the
importance of this pattern of ownership and control and the changed  environment
resulting from the JCC/Stilwell merger.

Distributing  was formed by Kansas City Southern  Industries,  Inc.  ("KCSI") in
1969 to develop a  technology-based  solution to provide mutual fund  shareowner
processing.  At that time, KCSI was a holding company that owned a railroad (the
Kansas City Southern Railway) and also owned a controlling  interest in a mutual
fund manager,  Supervised  Investors.  Supervised Investors' needs served as the
archetypal  business  requirements  around  which  Distributing's   systems  and
processes were designed. Because Distributing aspired to serve the entire mutual
fund industry,  maintaining  Distributing's  independence  from any customer (in
this case



Supervised  Investors)  was very  important.  Ownership by a customer would have
severely limited  Distributing's  ability to grow its business. For that reason,
Distributing was owned separately from Supervised  Investors and separate boards
of directors and other management  functions were maintained for both Supervised
Investors and KCSI.

KCSI sold  Supervised  Investors in the early  1970's.  After this  transaction,
neither KCSI nor any of its affiliates had any ownership  interest in any mutual
fund management  companies.  This changed,  however, in 1983, when KCSI bought a
controlling  interest  in JCC,  which at the time was a very small  mutual  fund
manager that managed only about $300 million in assets.7  Although  KCSI owned a
controlling  interest  in  JCC,  under  the  1983  acquisition  agreement,   JCC
maintained  control over all the  day-to-day  operations of JCC, and KCSI had no
operational  control  over the  business.  Therefore,  even  though  KCSI  owned
controlling interests in both Janus and Distributing,  the management of the two
businesses  were  both  independent  of  each  other  and,  equally   important,
independent of KCSI.

In 1995, pursuant to a public stock offering,  KCSI sold a majority of the stock
of Distributing,  while retaining  approximately  42% ownership of Distributing.
Despite the sale of a majority of Distributing's  stock, KCSI made it clear that
its remaining  stockholding  in  Distributing  was a strategic asset (a position
which  Janus  does not hold,  see  EXHIBIT  J).  Although  KCSI owned a minority
position in Distributing, it owned the largest block of Distributing stock after
the public  offering.  KCSI could have used this  stock  ownership  position  to
exercise  effective control over Distributing,  but chose not to. Instead,  KCSI
exercised its ownership rights over Distributing in a very limited way.

KCSI  chose not to  appoint  a member  of its  management  to  represent  KCSI's
interest on the Distributing board of directors.  Instead, KCSI appointed two of
its  independent  directors  to the  board  of  directors  of  Distributing.  In
addition,  Distributing's  bylaws were  written so as to provide for  cumulative
voting  rights for  elections to the board of  directors.  This  feature  (which
allows a shareowner to accumulate  its votes for Directors to cast all votes for
one  person  that  would be  otherwise  spread  across  the  number of  director
positions  up for  election),  effectively  gave  KCSI the  right  to elect  one
director  each year.  The effect of this  provision  was to enable KCSI to exert
significant influence over the Distributing board -- if it so desired.

In addition,  KCSI exempted itself from certain of Distributing's  anti-takeover
safeguards.  As  described  more fully below,  neither  KCSI nor its  successor,
Stilwell,  have disturbed this ownership relationship or exercised its rights to
elect additional directors to the Distributing board.

In 1998,  KCSI  announced an intention  to separate its two  principal  lines of
business,  transportation  and financial  services,  into two stand-alone public
companies.   As  a  financial  services  company,   the  ownership  interest  in
Distributing  was to be included in the new financial

--------
7 Under KCSI's ownership,  JCC grew significantly over the next two decades.  At
the  height of the  market  expansion  in 2000,  JCC  managed  mutual  funds and
separate accounts with total assets of more than $300 billion.  Today, Janus has
approximately $150 billion of assets under management.




services public company, which would be named Stilwell Financial, Inc. JCC, too,
would be owned by Stilwell.

Management of JCC strongly  objected to this plan,  believing that JCC should be
owned  independently  from Stilwell.  In 2000,  after  difficult and acrimonious
negotiations,  KCSI effected the  separation by a spin-off  under Section 355 of
the  Code,  which  included  JCC  under  Stilwell.8  The wide  publicity  of the
acrimonious  negotiations made the separation of management among Stilwell, JCC,
and Distributing clear.

Once again,  maintaining the mutual  independence of Distributing  and JCC under
the Stilwell ownership  umbrella created problems in structuring  Stilwell so as
to meet  the  active  trade or  business  requirement  of  Section  355.  As the
"controlled"  company in the 2000  spin-off,  Stilwell  had to satisfy the "five
year active  trade or  business"  test.  Stilwell,  however,  was a newly formed
holding  company.  As such,  in order to meet the active trade or business  test
prescribed  by Section  355(b),  either (1) 90% of the value of its gross assets
had to consist of stock in controlled corporations that were directly engaged in
5 year active trades or  businesses,  or (2) 5% of the value of its gross assets
had to be used directly in  conducting  an active trade or  business.9  Stilwell
could not meet these tests  because the value of its DST stock  interest was too
high.

The easiest  and first  suggested  solution  was to transfer  the  ownership  of
Distributing  from KCSI to Stilwell  and then to JCC.  The  resulting  corporate
structure  would have  enabled  Stilwell to satisfy the holding  company  active
trade  or  business  test of Rev.  Proc.  96-30,  19961,  CB 696.  Indeed,  KCSI
initially   considered   placing  the  ownership  of  Distributing   under  JCC.
Distributing  management  objected to this  approach and pointed out the adverse
impact it could have on other  mutual  fund  client  relationships.  Attached as
EXHIBIT K are affidavits filed by Thomas A. McDonnell,  Distributing's President
and Chief  Executive  Officer on February  26, 1998,  and Thomas A.  McCullough,
Distributing's  Executive Vice  President,  filed on May 21, 1998,  both of whom
attest to the negative  effect on the business  prospects of  Distributing  that
would  result  from  the  direct  ownership  of  Distributing  by  Janus.  These
affidavits  were filed with the Stilwell  spin-off ruling request KCSI submitted
in 1998.

KCSI management was  sympathetic to the concern of Distributing  management and,
as  a  result,  transferred  Distributing's  stock  elsewhere  in  the  Stilwell
corporate  structure  to  maintain  independence  from JCC.  Doing so,  however,
created  a very  awkward  financial  structure  for  Stilwell  and  considerably
complicated  the ruling KCSI sought in  connection  with the Stilwell  spin-off.
Nevertheless,   Stilwell  and  KCSI  management  understood  the  importance  of
preserving  the  separation  of  Distributing  and  JCC  in  order  to  maintain
Distributing's competitive position and, as a consequence,  endured the hardship
created by altering  the Stilwell  ownership  structure to keep the two entities
effectively independent in spite of the structural issues it created.

--------
8 KCSI sought and received a ruling from the Internal  Revenue  Service that the
separation  would be  non-taxable to both the  shareholders  of KCSI and to KCSI
itself. See Priv. Let. Rul. 200025001 (2000).

9 Rev. Proc. 96-30, 1996-1 CB 696 section 4.03(5).




After the spin-off,  Stilwell maintained the same hands-off  management style as
had KCSI. To summarize, the following critical points characterize the ownership
and management  approach of first KCSI and then Stilwell  during the combined 34
years of their ownership of Distributing.

o    Distributing was always viewed as a strategic and important asset;

o    Distributing had never been directly owned by a competitor of a significant
     mutual fund client or major customer;

o    In recognition of the  competitive  concerns of  Distributing's  customers,
     KCSI and Stilwell's management always took pains to separate management and
     control of  Distributing  from JCC (and the  previously  owned  mutual fund
     operations), even at the cost of great inconvenience to its owners.

Distributing  views these factors as critical to its success,  and each of these
critical  Distributing  success  factors  is at risk as a result  of the  recent
Stilwell merger with JCC.

Mutual fund investment advisors operate in an intensely competitive environment.
Advisors  grow their profits by attracting  new  shareholders  to the funds they
manage,  thus increasing their management fees. A fund's investment  performance
and operating cost ratios are key statistics by which investors  evaluate funds.
Heretofore,  the separation of the ownership of JCC and  Distributing  under the
ownership  of  KCSI/Stilwell  and the  hands-off  approach  they have taken with
respect  to both  JCC and  Distributing  have  enabled  Distributing  to  manage
concerns of  preferential  treatment for JCC. The  possibility  that Janus might
have access to (i)  shareholder  or  strategic  information,  (ii)  preferential
treatment  in the form of reduced  fees  compared to other  funds,  or (iii) new
technologies in advance of other funds, are customer concerns  Distributing must
manage.  See EXHIBIT L, attached,  which  consists of letters of  Distributing's
customers that describe these concerns. Here, too, the perception that Janus may
exert its  influence  to cause  Distributing  to  breach  the trust of its other
customers is just as important as the reality, if not more so.

The fact that Janus now  directly  owns  Distributing,  and is in a position  to
directly influence Distributing's  management,  is a significant change in their
historic   relationship.   Janus'  ability  to  influence  Distributing  may  be
illustrated by the following  examples.  Distributing  has a staggered  board of
directors and cumulative voting. All directors are elected for three-year terms,
with elections of two directors in one year, two directors in the following year
and three  directors in the next following  year.  With ownership of 34.35%10 of
the DST stock, Janus can elect one director in each annual election, even if all
of the other shareholders vote for other directors. Moreover, under a variety of
circumstances  Janus can elect two of three directors in the year in which three
directors are elected.  If 6% of the DST stock not owned by Janus votes in favor
of Janus candidates,  and a total of 80% of DST stock is voted, then Janus could
elect two of three directors. Janus could acquire an additional 6% of DST stock,
or engage in a proxy

--------
10 Except as otherwise  noted, all references to Janus ownership of Distributing
are  based on its  outstanding  shares as of June 30,  2003,  and  Janus'  share
ownership at that time.




contest. Accordingly, Janus has the power to elect three of seven directors, and
may  under  certain  reasonable  circumstances  elect  four of seven  directors.
Equally  important,  the  implicit  threat to exercise  this voting power itself
gives Janus power to influence DST.

Competition   for  the   business  of   Distributing's   customers  is  intense.
Janus'.direct  ownership of Distributing has heightened  customer concerns about
the relationship, leading to more restrictive provisions in renewal contracts of
existing  customers,  and much more difficult  negotiations  to retain  existing
customer  relationship and to win new contracts from  competitors'  customers or
potential customers who currently provide these services internally. Attached as
EXHIBIT M, are the  affidavits  of Thomas A.  McDonnell  and  Thomas  McCullough
attesting to these concerns. Additionally,  competitors have already begun using
Janus' new  position  of  influence  over  Distributing  to attempt to  convince
prospective  new customers  not to engage  Distributing  to provide  mutual fund
processing services. See the affidavit of Debralee Goldberg, attached as EXHIBIT
N, wherein she describes her recent  encounter with a  competitor's  use of this
marketing tactic.

The proposed  Distribution achieves  Distributing's  corporate business purposes
while  using  the  least  amount  of  equalization  cash  possible.  In order to
eliminate  its  competitive   disadvantage,   Distributing   must   conclusively
demonstrate to its customers that Janus cannot  exercise any meaningful  control
over  Distributing  and its operations.  Distributing may achieve this objective
without  acquisition of all of the Distributing stock owned by Janus through the
proposed transaction for the following reasons:

     First, by reducing Janus'  ownership of Distributing  stock to less than 10
     percent,   and  obtaining  an  irrevocable   proxy  to  vote  the  balance,
     Distributing   conclusively  eliminates  Janus'  ability  to  exercise  any
     meaningful control over Distributing or its operations, including using its
     cumulative  voting  rights to elect one or more  members of  Distributing's
     board of directors.

     Second, by preventing Janus from purchasing additional  Distributing stock,
     Distributing  assures  that  Janus  could  not  replicate  the  competitive
     disadvantage again.

Janus' significant ownership interest in Distributing also adversely affects the
core printing and mailing  services  business of its Output  Solutions  business
segment,  which will remain with  Distributing  after the  Distribution.  Output
Solutions  provided  print and  electronic  communications  services to Janus to
enable  it to  communicate  with the  shareholders  of the  mutual  funds  Janus
managed. In 1998, Janus terminated its contract with Output Solutions.

In  terminating  the  contract,  Janus gave no  consideration  to the  marketing
problem its  actions  created.  After  Janus  terminated  the  contract,  Output
Solutions has found that in nearly every competitive proposal,  competitors note
that Janus terminated its contract with Output  Solutions.  Competitors pose the
following  question,  "if Janus,  which is in the same economic family as Output
Solutions,  refuses to use them, why would you?" See the affidavit of Bernard K.
O'Connor  attached as EXHIBIT O,  describing his encounters  with this marketing
tactic. By effecting the split-off, Distributing's competitors will no longer be
able to use this  situation as a



marketing  advantage.  Distributing  management  believes  its Output  Solutions
segment will be more successful without this stigma, and, as a consequence, will
increase it revenues and profits.

As recently as last year,  Janus' activities  created an additional  competitive
problem for  Distributing.  Janus solicited  proposals from Distributing and its
competitors to perform Janus' mutual fund  shareowner  processing work on a full
service basis.11 SEE attached EXHIBIT P. At the conclusion of the process, Janus
seriously considered awarding the contract to one of Distributing's competitors,
if Distributing  would permit the competitor to use  Distributing's  proprietary
TA2000  software,  and was in the process of negotiating  such a contract.  As a
result of Janus' action,  Distributing  competitors have been given another tool
to undermine  Distributing's  products and services. Even today, Janus continues
to use one of Distributing's  competitors for processing with respect to certain
international funds.

Currently, Distributing's competitors capitalize on Janus' actions by using them
in  the  selling  process   against   Distributing.   After  the   Distribution,
competitors'  ability  to use  this  selling  technique  will  be  significantly
diminished,  because Janus' ownership will fall below 10 percent and it will not
have voting rights over the shares retained.

2. JANUS'  OWNERSHIP  IMPEDES  DISTRIBUTING'S  ABILITY TO FINANCE  ITS  BUSINESS
OPERATIONS

U.S.  Bancorp is the eighth largest  financial  services  holding company in the
United States. U.S. Bancorp,  through its bank subsidiary,  U.S. Bank, is one of
eight banks that participate in Distributing's syndicated line of credit, and U.
S. Bank is also a member of Janus' syndicated line of credit. In accordance with
U.S.  Bancorp's  policy, U. S. Bank assesses its credit exposure to Distributing
by aggregating the credit exposure of Distributing  and Janus.  Distributing has
no control over the credit worthiness or borrowing needs of Janus.

Applying U.S.  Bancorp's  aggregation policy for U. S. Bank's credit exposure to
Distributing and Janus first became an issue in December 2002, based on economic
and business factors that developed in 2001 and 2002. In November 2001, Stilwell
completed a series of debt  offerings  aggregating  $1.1  billion to finance the
purchase of JCC stock held by Thomas  Bailey  (founder of JCC) and certain other
insiders.  At the same time,  U.S. equity markets were suffering  losses,  which
adversely affected the mutual fund industry in general, and Janus in particular.
These  factors  likely  led U.S.  Bank  based  upon  U.S.  Bancorp's  policy  to
re-valuate  its existing loan  commitments  with Stilwell  (the  predecessor  to
Janus) and Distributing.

As  is  typical,  U.S.  Bank  extends  credit  to  Distributing  based  on  loan
commitments  that have  durations of one to three years.  U.S.  Bank has limited
ability to modify a loan commitment  during the term of the commitment,  but may
negotiate different terms at the time of renewal.

--------
11  Full  service   processing   involves  using   Distributing   employees  and
Distributing's   proprietary   software,   TA2000,   to  provide  all  necessary
administrative and clerical support to process and maintain  shareowner records,
,--- ., answer telephone inquiries from shareowners, brokers and others.




U.S.  Bank had a $40 million loan  commitment  to an  affiliate of  Distributing
(guaranteed  by  Distributing)  which  expired  on  December  31,  2002,  and in
connection  with the renewal,  U.S. Bank decreased its loan  commitment from $40
million to $30 million.12  Although the amount of this reduction did not, in and
of itself, create a serious financing problem for Distributing,  the possibility
of future  additional  reductions in loan commitments  creates extremely serious
financing problems for Distributing.

Distributing  is particularly  concerned about a possible  reduction in its $315
million primary syndicated revolving credit facility.  This credit facility is a
three-year  syndicated  revolving  credit  facility  that  Distributing  uses to
finance  its  working  capital  and  other  business  needs.  One  third  of the
syndicated  facility  renews  annually  while the remainder  expires in December
2004.  Bank of America  serves as the lead agent for this credit  facility.  The
role of the lead agent in a syndicated  credit facility is to assemble the other
institutions  who will  participate  in the  syndicate,  negotiate the principal
terms of the  credit  facility,  serve as the  primary  liaison to the lender on
behalf of the  members of the  syndicate  and,  generally,  to take the  largest
position in the credit  facility.  As a practical  matter,  there are only about
fifteen U.S.  banks that have the capital and depth of resources and services to
participate in significant  syndicated lines of credit.  Furthermore,  given the
size  of   Distributing's   syndicated   facility,   the  preferred   number  of
participating banks is six to eight.

Credit  facility  arrangements  consume bank capital  which could be deployed in
other, more profitable  activities.  The return in the form of interest and fees
derived from these  participations is not sufficient to compensate banks for the
capital  which  must be  earmarked  for  the  loan  participation.  Distributing
understands  that a critical  incentive for banks to  participate in its line of
credit is the opportunity to provide to Distributing other non-lending services,
which  are  potentially   more  profitable  to  the  banks.  As  a  consequence,
Distributing is incented to use the members of its syndicated line of credit for
a number  of other  banking  services,  including  lockbox  arrangements,  check
clearing  activities for its customer accounts,  foreign exchange  transactions,
cash management, and automated clearing house, among others.

Because of the dynamics  associated  with finding  opportunities  for  qualified
members of the syndicated line of credit to provide non-lending  services to the
borrower under such a facility, losing a member of the facility creates numerous
management  problems.  If a bank  leaves the  syndicate,  which bank  provided a
specific service to the borrower, the borrower must address two problems. First,
it must  find a  replacement  bank  to  provide  the  financing  offered  by the
departing  bank.  Secondly,  the  borrower  will  want to find a lender  who can
provide the same non-lending services as the departing bank. Thus, finding a new
participating  syndicate  member that provides  additional  banking services the
borrower  is willing to pay for can be  difficult.  Moreover,  depending  on the
nature of the service  provided,  the  management  time spent by the borrower in
familiarizing  the  replacement  bank and its  employees  with the  needs of the
borrower  may  be  significant.  Hence,  borrowers  generally  and  Distributing
specifically, take pains to make sure the members of the credit facility stay in
place.

--------
12 See the affidavit of Gregg Wra.  Givens,  Vice President and Chief Accounting
Officer of DST, EXHIBIT Q attached.




The Office of  Comptroller  of the Currency  ("OCC") places limits on the credit
exposure a member bank may have to any one borrower.  In determining  the credit
exposure of a company, a bank must aggregate loans to two or more companies when
one company  controls or is controlled  by another.  Owning more than 50% of the
stock of a company  constitutes  IPSO  FACTO  control.  However,  control is not
limited to  situations in which one company owns more than 50% of the stock of a
company.  Hence,  the lending bank must  consider all of the relevant  facts and
circumstances  in determining  whether a control  relationship  exists,  thereby
invoking  the  lending  aggregation  requirement.  SEE EXHIBIT R,  attached,  an
excerpt of the applicable OCC regulations.

Because of Janus'  ownership of 34.35% of  Distributing,  a lender must consider
whether Janus controls  Distributing for purposes of the OCC's aggregation rule.
At least one member of  Distributing's  syndicated  credit facility,  U.S. Bank,
participates in both  Distributing's  and Janus syndicated lines of credit. As a
result, U.S. Bank, based on U.S. Bancorp's policy,  determines the limits of its
participation  in the  Distributing  and Janus  syndicated lines of credit as if
Distributing and Janus were one borrower.  Distributing  believes that if Janus'
ownership of Distributing is reduced below 25 percent,  U.S. Bank will determine
its   participation  in   Distributing's   syndicated  line  of  credit  without
aggregating  its  exposure  with  that of Janus  or  considering  Janus'  credit
worthiness.  SEE EXHIBIT S, which is the letter from U.S.  Bank  describing  the
aggregate credit exposure calculation.

It is  noteworthy  that the  aggregation  rule can never work to  Distributing's
advantage. The purpose of the aggregation rule is to place a limit on the credit
exposure of a bank, IN RELATION TO ITS TOTAL  CAPITAL,  attributable  to related
parties.  Hence,  if one of the related parties under  consideration  has a very
high credit  rating,  the other party derives no benefit.  The test is simply to
determine whether, by adding together the loans of both parties, the total loans
exceed the allowable percentage of the bank's capital. On the other hand, as one
of the related parties credit quality deteriorates,  the access to credit of the
other party could be negatively impacted as the bank becomes concerned about the
exposure of its loans, in aggregate, to the related parties.  Conversely, as the
credit  quality  of the  other  related  party  improves,  the  bank may find it
attractive  to increase  lending to this  related  party,  thereby  reducing the
related  party's  access to funding from that bank. In sum,  Distributing  loses
control  over its ability to manage its  borrowings  because  banks that lend to
Janus may determine the amounts they are willing to lend to  Distributing  based
on the  amount  of  credit  they  have  extended  to  Janus  and/or  its  credit
worthiness.

U.S.  Bancorp's  aggregation  policy has broader  implications.  First, as noted
above,  there is a practical  limitation  on the number of banks large enough to
participate in a syndicated line of credit the size of Distributing's.  It is in
the best interest of managing Distributing's credit and financing as well as its
other bank services needs not to limit,  in any way, the number of  institutions
from  which  it  can  borrow.   As  noted  earlier,   because  of  the  size  of
Distributing's  borrowing  needs,  the number of banks that can  participate  in
Distributing's   credit   facility   is  already   limited.   Further   limiting
Distributing's access to credit has the following negative consequences.



Because Distributing must turn to members of its credit facility to meet most of
its nonlending  bank services  needs,  Distributing  may encounter the difficult
choice of terminating an important  service  arrangement  with a bank because it
may no longer be able to participate  sufficiently  in the  Distributing  credit
facility  to  remain a member  of the  syndicate.  Not only can this  result  in
requiring  Distributing  to turn to another  bank which may not be as capable in
providing  such  services,  the cost of replacing a bank (both  financial and in
terms  of  the  time  and  attention  of   Distributing's   management)  can  be
significant.  Certain bank service  arrangements are so closely  integrated with
Distributing's  operations that changing them would require significant computer
programming  costs to reprogram  automated tasks (in at least one case, the cost
is estimated to be in excess of $5 million).

In  summary,  Janus'  ownership  of  Distributing  already  serves  to  place  a
limitation on the credit it can receive from one member of its  syndicated  line
of credit,  U.S. Bank, and as a result of U.S. Bancorp's policy, an affiliate of
DST has suffered a reduction of $10 million under one of its credit arrangements
with  U.S.  Bank.  There  is  a  risk  that  other   participating   members  of
Distributing's  syndicated line of credit may apply the OCC's aggregation limits
as U.S.  Bancorp  has. In an  environment  of  continuing  consolidation  in the
banking   industry  and   increasing   pressure  to  find   profitable   service
opportunities for participating members of the credit facility,  aggregating the
credit risk of Janus and Distributing will likely impair Distributing's  ability
to meet its financing  needs.  In this  connection,  it is noteworthy  that U.S.
Bancorp  is the result of a merger  between  Firstar  and "old" U.S.  Bancorp in
2001,  that Firstar was the result of a series of mergers  involving  Mercantile
(1999) and Star (1998) and "old" U.S.  Bancorp was itself the result of a merger
with First Bank Systems (1997). It is possible that future  consolidation  could
both shrink the pool of potential  syndicate members and expand the reach of the
U.S. Bancorp blanket aggregation policy.

3.   THE  OPERATIONS  OF CONTROLLED  LACK FIT AND FOCUS WITHIN THE  DISTRIBUTING
     GROUP OF COMPANIES

Distributing  originally  anticipated that its Financial  Services segment would
create synergies with its Marketing  Services Business and thus provide a strong
basis for expansion.  However,  despite its best efforts,  Distributing believes
the  strategy  upon  which  the  business  of  Controlled  was  built  has  been
ineffective in significantly enhancing Distributing's core businesses.

In  contrast  to  Distributing's  other  businesses,  the  graphics  design  and
commercial  printing business does not  differentiate  itself in the marketplace
through  technological  advances.  It is a highly fragmented  business with many
competitors.  Distributing  must  continuously  upgrade its commercial  printing
capabilities to increase efficiencies to remain competitive. It is a "commodity"
business  with  competitive  pricing  and no  opportunity  to  gain  competitive
advantage by developing and introducing  technological solutions. In contrast to
Distributing's  other business segments,  where Distributing secures competitive
advantage  by  developing  innovative  software  solutions,  in  this  activity,
innovation  is  effectively  achieved by capital  investment,  i.e., by buying a
bigger,  faster,  better  printing  device.  For example,  using its proprietary
software, Distributing already stores and maintains customer data for its mutual
fund and other clients.  Hence, it is very efficient for  Distributing's  Output
Solutions  operations to



receive those data in electronic  files and to use its  sophisticated  printmail
software to print and  disseminate  the reports and  statements to mutual funds'
shareholders and customers in other industries served by  Distributing's  Output
Solutions and Customer Management segments. There is no comparable synergy among
the other core DST businesses and the business of Controlled.

The  fulfillment  business is highly  customized,  labor intensive and served by
larger  competitors  who possess  significant  economies of scale  compared with
Controlled's capabilities. In recognition of this fact, on two earlier occasions
Distributing  sought a joint venture partner with which to combine  Controlled's
operations to achieve the scale necessary to become a market leader. In December
1996, Distributing negotiated to combine the operations of Controlled with those
of ADP to form the largest provider of trade confirmation services to the broker
dealer community.  More recently,  Controlled  entered  negotiations with ADP to
discuss a range of joint venture  combinations  involving certain  operations of
the Output  Solutions  segment,  which  included  specific  combinations  of the
Marketing  Services  Division.  However,  none  of  these  discussions  led to a
transaction.

Despite  its lack of  scale,  Controlled  has  been  successful  in  introducing
technology  solutions that provide it a competitive  advantage in its fulfilment
business; however, these technology solutions do not leverage other Distributing
technologies.   To  this   point   in  time,   Controlled   has   marketed   its
fulfilment/communications  management  suite of products mainly to the marketing
arm of discount  broker/dealers  and to retail  oriented  mutual fund companies.
This is a relatively new target market for Distributing and its affiliated group
and is one which is targeted primarily by Controlled. This means that Controlled
cannot leverage other Distributing  business  relationships to assist Controlled
in cross  selling  its  products  because  it is the only  member  of the  group
marketing directly to this customer set.

Finally, Controlled's business is far more cyclical than Distributing's.  During
periods of stock market weakness,  Controlled's  business  activity and revenues
wane  due to  decreased  activity,  i.e.,  fewer  investors  are  interested  in
acquiring  new  investments,  which  drives  the  fulfillment  and  transactions
confirmations  business of Controlled.  In contrast,  Distributing's mutual fund
software revenues are driven by the number of account holders. Hence, in periods
of  market  weakness,   Distributing's  accounts  typically  remain  stable,  as
investors  tend to switch from one mutual fund to  another,  e.g.,  from a stock
fund to a money market fund,  rather than to  completely  withdraw from a mutual
fund family and invest in alternatives.

For the reasons set forth above,  Distributing's  management  has concluded that
operating  Controlled  within the larger Output Solutions  business segment is a
poor fit that makes it  desirable  to separate  the two  segments.  On the other
hand, Janus believes that its business  relationships  with retail brokerage and
variable  annuity  firms  can be  exploited  to  expand  Controlled's  Marketing
Services Business.  For instance,  Janus has close  relationships with the large
retail brokerage  firms,  e.g.,  Merrill Lynch,  Goldman Sachs and Salomon Smith
Barney   (among   others).    As   noted   above,    Controlled    markets   its
fulfilment/communications  management  suite of products mainly to the marketing
arm of discount broker/dealers and retail oriented mutual fund companies. Janus'
relationships  with  large  retail  brokerage  firms such as those



noted above  provide  Janus the  opportunity  to give  Controlled  access to the
marketing  divisions within these  organizations to further expand  Controlled's
business.  Additionally,  Janus can use Controlled's technology to significantly
reduce its outside  printing costs associated with the distribution of its funds
as underlying  investments of variable annuity  products.  Currently,  insurance
companies bill Janus for the cost of printing the prospectus for each Janus fund
that may be selected as an investment  option within a variable  annuity policy.
Janus management  believes they can direct insurance companies to use Controlled
for this service, thereby expanding Controlled's business. Alternatively,  Janus
believes it can use Controlled as a source to print Janus fund  prospectuses  on
demand for these variable annuity policies,  thereby reducing the printing costs
currently billed to Janus by the insurance  companies.  These opportunities will
make Controlled more valuable under Janus'  ownership than under  Distributing's
ownership.

E. JANUS' USE OF CONTROLLED'S LIQUID ASSETS

As noted,  the fair market value of the trade or business  assets of  Controlled
are  approximately  $115 million which is approximately XXX PERCENT of the gross
fair  market  value of the  assets  Controlled  will  possess at the time of the
Distribution. The additional non-trade or business asset (the cash) is necessary
to  equalize  the value of  Controlled  with that of the shares of  Distributing
stock to be  surrendered  by Janus in order to effect a sufficient  reduction of
Janus' interest to accomplish the business purposes set forth above.

Controlled plans to use the non-trade or business asset as follows: (i) at least
$15 million  will be used for capital  expenditures  in the  Marketing  Services
Business;  (ii)  approximately  $350 - 450  million  will be  used  to  purchase
publicly  traded,  debt of Janus  (which  debt  will be held by  Controlled  for
investment  until its maturity or exchanged  for other  publicly  traded debt of
Janus  pursuant to an exchange  offer on arm's  length terms in which the public
also  participates  that will then be held by Controlled  for  investment  until
maturity); (iii) not more than $300 million will be used to purchase outstanding
shares of Janus stock in open market  transactions  in which  Controlled  is not
aware of the identity of the seller;  (iv) approximately  $20-50 million will be
held by  Controlled  in cash and cash  equivalents  as working  capital  for the
Marketing  Services  Business;  and, (v) the remaining  cash will be invested by
Controlled in publicly  traded debt and equity  securities of issuers other than
Janus and its  affiliates  pending use by Controlled in making  acquisitions  of
operating businesses, including, but not limited to, printing, technology, asset
servicing,  asset  management,  and  distribution  businesses,  and  to  provide
operating and working capital to grow Controlled's businesses.

F. SUMMARY

Controlled's   operations  have  significant   potential  for  growth,  but  the
opportunity to realize this growth will not be maximized  within  Distributing's
group of companies.  The nature of the operations  conducted by Controlled  does
not  fit  with  the  rest  of  Distributing's  core  operations.  Splitting  off
Controlled  to Janus  in  exchange  for  Distributing  stock  will  serve  these
important business purposes of Distributing:

     o    The competitive  risks which  Distributing's  Mutual Funds  Shareowner
          Accounting Services Business and Output Solutions operations face as a
          result of Janus'  significant  direct ownership are eliminated by: (1)
          reducing  Janus'  ownership to less than 10 percent;  (2) acquiring an
          irrevocable proxy to vote the Distributing  shares Janus retains;  and
          (3) obtaining a 10 year  moratorium  prohibiting  Janus from acquiring
          additional shares of Distributing.

     o    Distributing  eliminates uncertainty about gaining access to financing
          for its businesses resulting from some banks' policy that Distributing
          and Janus loan exposures must be aggregated.

     o    The Distribution of Controlled will enable Distributing  management to
          focus on its core lines of business.

SECTION II - REPRESENTATIONS

Attached as Exhibits T, U and V are  officer's  certificates  setting  forth the
representations made by the respective  managements of DST, DST Output Marketing
Services and Janus. These  representations  form a material part of this opinion
letter.

SECTION III - ISSUES

What are the federal income tax  consequences to DST and to DST Output Marketing
Services resulting from the Distribution as described above?

SECTION IV-OPINION

Based upon the facts set forth in Section I, the  Representations  contained  in
Sections  II,  and the  analysis  set forth in  Section  V, and  subject  to the
qualifications  and  limitations  set forth in  Section  VI,  the Firm is of the
following Opinion:

DST  should  recognize  no gain or loss  upon  transferring  the  assets  of the
Graphics Division subject to Graphics Division liabilities and the assets of DST
Output Graphics  Resources (less the Retained Assets) subject to its liabilities
as well as transferring cash to Controlled.  (Sections 361(a) and 357(a)). Also,
DST should  recognize no gain or loss upon its  Distribution of Controlled stock
to Janus in exchange for DST shares owned by Janus. (Section 361(c)). Controlled
should  recognize  no gain or loss upon its  receipt  of the  Graphics  Division
assets  subject  to  Graphics  Division  liabilities  as well as the DST  Output
Graphics  Resources assets (less the Retained Assets) subject to its liabilities
and the cash in exchange for Controlled stock. (Section 1032(a)).

The bases of the assets of the  Graphics  Division  and the assets of DST Output
Graphic  Resources  (except for the Retained  Assets)  should be the same in the
hands of Controlled as that of DST Output of California  and DST Output  Graphic
Resources,  respectively.  (Section 362(b)). The holding period of the assets of
the Graphics Division and the assets of DST Output Graphic Resources (except for
the Retained  Assets)  should be the same in the hands of  Controlled as that of
DST  Output  of  California  and DST  Output  Graphic  Resources,  respectively.
(Section 1223(2)).



The Firm does not express an opinion on any other  federal  income tax aspect of
the Distribution  described herein. For example,  the Firm does not opine on the
question  whether there is any gain or loss from excess loss accounts,  deferred
intercompany  gains or losses,  or on the manner or the extent to which earnings
and  profits  of  Distributing   immediately   prior  to  the  Distribution  are
apportioned between  Distributing and Controlled.  Therefore,  this opinion only
opines on the  federal  income tax  issues  expressed  above in this  Section IV
Opinion and not any other federal income tax issues.

SECTION V - DISCUSSION

WHAT ARE THE FEDERAL INCOME TAX  CONSEQUENCES TO DST AND TO DST OUTPUT MARKETING
SERVICES RESULTING FROM THE TRANSACTIONS DESCRIBED HEREIN?

A. REQUIREMENTS OF A REORGANIZATION UNDER SECTION 368(A) (1) (D) OF THE CODE.

Under Section 368(a)(1)(D) a corporate reorganization includes a transfer of all
or a part of the assets of one  corporation  to another  corporation in exchange
for all or part of the stock of such other  corporation if immediately after the
transfer the transferor is in control of the corporate transferee so long as the
stock of such  transferee  corporation  is  distributed  in a  transaction  that
qualifies under Section 355.

The transfer to Controlled  of the Graphics  Division by New LLC1, a disregarded
entity  owned  by DST,  and all of the  assets  and  liabilities  of DST  Output
Graphics  Resources,  except for the Retained Assets, by New LLC2, a disregarded
entity  owned by DST,  as  described  in the facts  above,  should  qualify as a
reorganization under Section  368(a)(1)(D)  inasmuch as: (i) the transfer occurs
pursuant to a plan of  reorganization  as expressed in the  Agreement  which has
been  incorporated  herein by reference;  (ii) immediately after the exchange of
assetsvfor stock of Controlled,  DST, through the disregarded entities New LLC 1
and New LLC2,  will own all of the stock of Controlled;  and, (iii) as discussed
below,  the  Distribution  of Controlled  stock to Janus for DST shares owned by
Janus described in the Distribution,  should satisfy the requirements of Section
355.

B. THE  DISTRIBUTION OF CONTROLLED STOCK SHOULD MEET THE REQUIREMENTS OF SECTION
355

The  purpose of Section  355 is to permit  tax-free  readjustment  of  corporate
structures  required by  business  exigencies,  which in general,  effect only a
readjustment of continuing  interest in property under modified corporate forms.
In permitting such restructuring,  Section 355 provides rules which are designed
to prevent the  conversion  of dividend  income into capital gain. To accomplish
these  objectives,   the  taxpayer  must  satisfy  a  number  of  statutory  and
non-statutory  requirements  to qualify a distribution  of stock of a controlled
corporation under Section 355.

These requirements are discussed below with regard to the Distribution under the
headings:  (1) Control;  (2) Distribution of Control;  (3) Device;  (4) Business
Purpose; (5) Active Trade and Business;  (6) Continuity of Shareholder Interest;
(7)  Non-application  of  Section  355(d);  and (8)  Non-application  of Section
355(e).



1 CONTROL

     (a) REQUIREMENT:  The distributing corporation must control the corporation
to be distributed  immediately before the distribution.  (Section 355(a)(1)(A)).
Control is  defined as  ownership  of (a) stock  possessing  at least 80% of the
total  combined  voting  power of the  corporation  and (b) at least 80% of each
class of outstanding nonvoting stock. (Section 368(c)).

     (b) DISCUSSION: Immediately before the Distribution,  Distributing will own
all of Controlled's only class of outstanding  stock.  Controlled has no plan or
intention to issue additional stock.

2. DISTRIBUTION OF CONTROL

     (a) REQUIREMENT:  The  distributing  corporation must either (i) distribute
all  the  stock  and  securities  which  the  distributing   corporation   holds
immediately  before  the  distribution  or (ii)  distribute  an  amount of stock
constituting  control and established  that the retention of stock or securities
is not part of a plan having as one of its  principal  purposes the avoidance of
federal income tax. (Section 355(a)(1)(D) and Treas. Reg. Sec. 1.355-2(e)).

     (b) DISCUSSION: Distributing will distribute all of Controlled stock in the
Distribution  and will not hold any stock or securities of Controlled  after the
Distribution.

3. DEVICE FOR DISTRIBUTING EARNINGS AND PROFITS

     (a) REQUIREMENT:  The distributing company's distribution of stock must not
have been used  principally  as a device for the  distribution  of earnings  and
profits of the distributing  company or the company to be distributed.  (Section
355(a)(1)(B) and Treas. Reg. Sec. 1.3552(d)). Treas. Reg. Sec. 1.355-2(d)(2)(ii)
provides that the most likely way the distribution will result in being a device
is if the  distribution  is  pro  rata  or  substantially  pro  rata  among  the
shareholders of the distributing corporations.

     (b)  DISCUSSION:   Treas.  Reg.  Sec.  1.355-2(d)(5)(iv)  provides  that  a
"distribution  is ordinarily  considered not to have been used  principally as a
device if, in the  absence  of Section  355,  with  respect to each  shareholder
distributee,  the  distribution  would be a redemption to which  Section  302(a)
applied.  Janus is the only distributee in the proposed transaction,  and it has
represented  that it would be entitled to treatment  under Section 302(a) in the
absence of Section 355. Moreover, the transaction is driven by business purposes
that have been described above. Accordingly,  the subject transaction should not
be  viewed  as  failing  the  non-device  requirement.  Moreover,  the fact that
Distributing makes a significant capital  contribution to Controlled to equalize
the value of Controlled with the value of the shares of Distributing  Janus will
exchange in the  transaction  does not alter this  result.  See  Revenue  Ruling
64-102, 1964-1 C.B. 136 and Revenue Ruling 71-383, 1971-2 C.B. 180.



4. BUSINESS PURPOSE

     (a)  REQUIREMENT:  The  Distribution  must have a valid corporate  business
purpose. (Treas. Reg. Sec. 1.355-2(b)).

     (b)  DISCUSSION:  As discussed fully above,  Distributing's  management has
concluded that Janus' direct  ownership  creates a significant  risk to its core
mutual fund  processing  operations  and hinders its ability to obtain  adequate
financing.  Additionally, the business conducted by Controlled does not fit well
with  Distributing's  core  businesses and the  Distribution  of Controlled will
enable  Distributing  to operate more  effectively  by permitting  management to
focus on its core businesses.  The business purposes  described herein are valid
business purposes.

5. FIVE-YEAR ACTIVE TRADE OR BUSINESS

     (a)  REQUIREMENT:  The  distributing  corporation and the corporation to be
distributed  must each be actively engaged in the conduct of a trade or business
immediately after the distribution.  (Section  355(b)(1)(A) and Treas. Reg. Sec.
1.355-3(a)(1)).  Under Treas. Reg. Sec. 1.355-3(b)(1),  a corporation is treated
as  engaged  in the active  conduct  of a trade or  business  if it is itself so
engaged or if  substantially  all of its assets consist of stock of corporations
controlled by it, each of which is so engaged. Such trade or businesses must (i)
be actively conducted  throughout the five-year period ending on the date of the
distribution,  and (ii) not be acquired  during such period in a transaction  in
which gain or loss was recognized in whole or in part. (Section 355(b)(2)(B)-(D)
and Treas. Reg. Sec. 1.355-3(b)(1)(5)). The active trade or business requirement
under Section  355(b)(2)(C)  will be considered  violated if the Distributing or
Controlled  corporation  acquires  the  assets  or  acquired  controlling  stock
interest in the business in a taxable  transaction  within the five-year  period
preceding the  distribution.  Moreover,  Treas.  Reg.  Sec.  1.355-3(b)(4)((iii)
states  that a direct or  indirect  acquisition  of a trade or  business  by one
member of an affiliated  group from another  member of the group is not the type
of  transaction  to which  Section  355(b)(2)(C)  and (D) is  intended to apply.
Therefore,  in applying Section  355(b)(2)(C) or (D), such an acquisition,  even
though taxable, shall be disregarded.

     (b)  DISCUSSION:  After the  Distribution,  Controlled  will continue to be
engaged in an active  trade or business  under  Section  355(b)  because it will
continue  its  historic  line of  business  along with the  business  operations
acquired  in the  transactions  immediately  prior  to the  Distribution,  which
acquired  businesses  also  meet the  requirement  of  Section  355(b).  Because
Controlled's  acquisitions  of the  operations,  in whole  or in part,  of three
corporations (DST Output Illinois, DST Output Graphic Resources,  and DST Output
of  California)  occurred  in  tax-free  transactions  immediately  prior to the
Distribution,  the active business purpose requirement will not be violated; and
thus,  Controlled can treat these business  operations as part of the activities
meeting the active business  requirement for the five-year period.  Furthermore,
the assets that  Controlled  will acquire from an historic  subsidiary  of USCS,
will not  violate  the active  business  test  because  USCS was  acquired  in a
tax-free  transfer  within  the  five-year  period.   Moreover,  each  of  these
acquisitions was among members of Distributing's affiliated group.



As noted in the  discussion  above under the  heading,  Distributing's  Directly
Operated Business,  Distributing has been engaged in an active trade or business
for more than 5 years, which it will continue to conduct after the Distribution.
See Revenue Ruling 73-44,  1973-1,  C.B. 182; clarified by Revenue Ruling 76-54,
1976-1 C.B. 96, and GCM 34238,  dated December 15, 1969,  determining that there
is no set rule in Section 355  specifying a percentage of total assets that must
be related to the  distributing  or controlled  corporation's  active  business.
Thus, Distributing should satisfy the requirements of Section 355(b).

6. CONTINUITY OF INTEREST

     (a)  REQUIREMENT:   Treas.  Reg.  Sec.   1.355-2(c)(1)  requires  that  the
shareholders of the distributing  corporation must own, after the  distribution,
an  amount  of  stock  in both  the  distributing  and  controlled  corporations
establishing a continuity of interest.

     (b) DISCUSSION: Distributing is a publicly traded corporation and its stock
is traded on the New York Stock Exchange. The continuity of interest requirement
will be satisfied  because the persons who are the  shareholders of Distributing
prior to the Distribution will own, in the aggregate,  approximately 100% of the
stock  in  Distributing  and  Controlled  after  the  Distribution.   After  the
Distribution,  the public  shareholders  of DST will  continue  to own their DST
shares and Janus will own 100% of the stock of the Controlled corporation.

7. NON-APPLICATION OFSECTION 355(D)

     (a)   REQUIREMENT:   Section  355(d)  provides  that,  in  the  case  of  a
"disqualified distribution," the distributing corporation will recognize gain on
the  distribution  of the stock of the controlled  corporation.  A "disqualified
distribution" is defined as any distribution  otherwise qualifying under Section
355 if, immediately after the distribution,  any person holds (directly or under
the  attribution   rules  of  Section  355(d))   "disqualified   stock"  in  the
distributing  or  controlled  corporation  which  constitutes  a 50% or  greater
interest  in either  corporation.  Section  355(d)(4)  defines  the term "50% or
greater  interest" as stock possessing at least 50% of the total combined voting
power of all  classes  of stock  entitled  to vote or at least  50% of the total
value of shares of all  classes  of stock.  "Disqualified  stock" is  defined in
Section  355(d)(3)  as any stock of the  distributing  corporation  acquired  by
purchase during the five-year period ending on the date of the distribution, and
any stock of the controlled  corporation either acquired by purchase during this
five-year period, or attributable to purchased distributing stock..

     (b) DISCUSSION:  Section 355(d) is not applicable to the  Distribution.  No
part of the  Distribution  will  involve  a  "disqualified  distribution"  under
Section 355(d), because, immediately after the Distribution, no person will hold
directly or by attribution  stock .  constituting  a 50% or greater  interest in
either  Distributing  or  Controlled  that was  acquired by purchase  during the
five-year period ending on the date of the Distribution  (all within the meaning
of Section 355(d)).



8. NON-APPLICATION OF SECTION 355(E)

     (a)  REQUIREMENT:  Section 355(e) imposes  restrictions on events occurring
pursuant  to a  plan  (or  series  of  related  transactions)  that  affect  the
shareholders'  interests in the  distributing or controlled  corporations or any
successors  thereto.  Section 355(e) provides that the distributing  corporation
will  recognize  gain  on the  distribution  of  the  stock  of  the  controlled
corporation  if the  distribution  is  part  of a plan  (or  series  of  related
transactions)  pursuant  to  which  one or  more  persons  acquire  directly  or
indirectly  stock  representing  a 50 percent or greater  interest in either the
distributing   corporation  or  controlled  corporation.   Section  355(e)(2)(B)
provides that if one or more persons acquire stock  representing a 50 percent or
greater  interest in the distributing or any controlled  corporation  during the
four-year  period  beginning  on the date which is two years  before the date of
distribution,  a plan will be  presumed  to  exist.  Section  355(e)(3)  excepts
certain acquisitions from this provision.

     (b)  DISCUSSION:  The  Distribution  is not a distribution to which Section
355(e)  applies.  Pursuant to the  Distribution,  Janus will acquire  Controlled
common stock by reason of holding  stock in  Distributing,  which under  Section
355(e)(3)(A)(ii)  is not treated as stock acquired pursuant to a plan. Thus, the
acquisition by Janus of Controlled  common stock is an  acquisition  that is not
taken into account for  purposes of Section  355(e).  In  addition,  it has been
represented  that the  Distribution  is not part of a plan or series of  related
transactions  pursuant  to  which  one  or  more  persons  will  acquire,  stock
possessing 50 percent or more of the total combined  voting power of all classes
of stock  of  either  Distributing  or  Controlled  entitled  to vote,  or stock
possessing  50  percent  or more of the total  value of all  classes of stock of
either Distributing or Controlled. Nor has one or more persons acquired directly
or  indirectly   stock   representing  a  50  percent  or  greater  interest  in
Distributing or Controlled in the two years before the date of the Distribution.

In  summary,  all of the  requirements  of  Section  355 of  the  Code  and  the
regulations  there under should be satisfied by the  Distribution  of Controlled
stock by DST.  Accordingly,  Section 361 (c) should apply such that Distributing
should not recognize gain or loss upon the  Distribution of its Controlled stock
to Janus in exchange for DST shares owned by Janus.

C. TAX CONSEQUENCES TO DST

Section  361  affords  the   transferor  in  a   transaction   qualifying  as  a
reorganization  under Section  368(a)(1)(D) and Section 355 with non-recognition
upon its transfer of assets solely in exchange for stock (or constructive stock)
of the  transferee  corporation.  In  addition,  Section  357(a)  provides  that
liabilities assumed as part of such transaction generally will not be treated as
money or property received by the transferor for purposes of Section 361.

In the instant case, DST has  represented  that the  liabilities of the Graphics
Division and the  liabilities  associated  with the assets of DST Output Graphic
Resources  which were assumed by Controlled were incurred in the ordinary course
of business and that the bases of the assets  transferred  to  Controlled by DST
(through the disregarded entities, New LLC1 and New LLC2) will exceed the amount
of liabilities  assumed by Controlled  plus any  liabilities to which the assets
received by  Controlled  from DST (New LLC1 and New LLC2) may be subject.  Under



these  circumstances,  DST (New LLC1 and New LLC2)  should  recognize no gain or
loss upon the  transfer of assets to  Controlled  in  constructive  exchange for
Controlled  stock and the  assumption by Controlled  of the  liabilities  of the
Graphics Division and the assets of DST Output Graphic Resources.

Pursuant  to  Section  361(c),  DST  should  recognize  no gain or loss upon its
Distribution of Controlled stock to Janus in exchange for 32.3 million shares of
DST stock held by Janus.

The Firm does not express an opinion on any other  federal  income tax aspect of
the Distribution  described herein. For example,  the Firm does not opine on the
question  whether there is any gain or loss from excess loss accounts,  deferred
intercompany  gains or losses,  or on the manner or the extent to which earnings
and  profits  of  Distributing   immediately   prior  to  the  Distribution  are
apportioned between  Distributing and Controlled.  Therefore,  this opinion only
opines on the  federal  income tax  issues  expressed  above in this  Section IV
Opinion and not any other federal income tax issues.

D. TAX CONSEQUENCES TO CONTROLLED

Pursuant to Section 1032,  Controlled  should recognize no gain or loss upon its
receipt of (1) the assets of the Graphics  Division and the assets of DST Output
Graphic  Resources  and (2)  cash  from  DST  (New  LLCl  and New  LLC2)  in the
transaction as described above in constructive exchange for stock of Controlled.

The bases of the assets of the  Graphics  Division  and the assets of DST Output
Graphic  Resources  should be the same in the hands of Controlled as that of DST
Output of California and DST Output Graphic  Resources,  respectively.  (Section
362(b)).  The  holding  period of the assets of the  Graphics  Division  and the
assets  of DST  Output  Graphic  Resources  should  be the same in the  hands of
Controlled as that of DST Output of California and DST Output Graphic Resources,
respectively. (Section 1223(2)).

SECTION VI-QUALIFICATIONS AND LIMITATIONS

The  Opinion  of the Firm  expressed  in  Section  V hereof  is  subject  to the
following qualifications to, and limitations of, its validity and effectiveness:

1.   The Opinion  represents the Firm's view of the proper United States federal
     income tax treatment of the issues presented based upon the Firm's analysis
     of the relevant United States federal income tax authorities as of the date
     hereof.  The Opinion is not binding on the IRS, state revenue  authorities,
     or the courts.  No ruling has been sought from the Internal Revenue Service
     in this matter.

2.   The  Opinion  is  based  upon the Code  and its  legislative  history,  the
     Regulations,  judicial  decisions  and current  administrative  rulings and
     practices of the IRS,  all as in effect on the date of the Opinion  Letter.
     These  authorities may be amended or evoked at any time. Any changes may or
     may not be  retroactive  with respect to the  transactions  entered into or
     contemplated prior to the date thereof and could cause the Opinion to be or
     become  incorrect,  in whole or in part,  with respect to the United States
     federal income tax results relating to the transaction. There is and can be
     no assurance that such legislative, judicial or administrative changes will
     not occur in the future. The Firm assumes no obligation to update or modify
     this Opinion Letter to reflect any developments that may impact the Opinion
     from and after the date of the Opinion Letter.

3.   The Opinion is dependent  upon the accuracy and  completeness  of the Facts
     and Representations set forth and referenced in Sections I and II. The Firm
     has relied upon the Facts and  Representations  set forth and referenced in
     Sections  I  and  II  hereof  without  any  independent   investigation  or
     verification  of  their  accuracy  or   completeness.   Any  inaccuracy  or
     incompleteness in the Firm's understanding of the Facts and Representations
     in Sections I and II hereof could adversely affect the conclusion expressed
     by the Firm in the Opinion.  By acceptance  of the Opinion  Letter from the
     Firm,  the DST Group has evidenced its permission for the Firm to rely upon
     the accuracy of the Facts and  Representations  set forth and referenced in
     Sections I and II in performing  its analysis of the United States  federal
     income  tax  issues  in  connection  with  the  proposed  restructuring  in
     rendering  the  Opinion.  In addition,  the Firm has  assumed,  without any
     independent  verification,  that all the agreements necessary to effect the
     proposed  transaction  described  in Section I hereof  have been or will be
     validly  executed  by persons  who are duly  authorized  to enter into such
     agreements on behalf of the named parties thereto, that such agreements are
     or will be legally valid and binding  obligations of the parties thereto in
     accordance with their terms, and that the obligations  thereunder have been
     or will be performed  in the manner set forth  therein.  Finally,  the Firm
     does not undertake,  and expressly disclaims, any obligation to monitor the
     Facts set forth  herein or any changes  thereto  from and after the date of
     the Opinion Letter.

4.   The Firm is expressing its opinion only as to matters  expressly  addressed
     in Section V hereof. The Firm is not expressing its opinion as to any other
     aspects of the transactions described herein. No opinion should be inferred
     as to any other matters,  including  without  limitation,  any other United
     States federal income tax issues with respect to the proposed restructuring
     incident to the  Distribution or any state,  local or foreign tax treatment
     or any matter  incidental  thereto  described  herein,  including,  but not
     limited to, reporting requirements. Thus, for example, no determination has
     been made as to whether  any  deferred  tax items or excess  loss  accounts
     exist with respect to the several affiliates or DST.

5.   This Opinion  Letter is issued  solely for the benefit of the DST Group and
     no other  person (such as  shareholders  of DST) or entity -may rely hereon
     without the prior, express written consent of the Firm.

If you should have any questions, please call Jimmie Stark at (816) 218-1621.

Very truly yours,



PricewaterhouseCoopers LLP





            EXHIBIT B - [FORM OF ERNST & YOUNG TAX OPINION TO JANUS]






                                                                      APPENDIX B



                        IRREVOCABLE AND CONTINUING PROXY

     Pursuant to the terms of that certain Share Exchange Agreement, dated as of
August 25, 2003 (the  "Agreement"),  by and among DST Systems,  Inc., a Delaware
corporation ("DST"), DST Output Marketing Services, Inc., a New York corporation
("OMS"),  and the undersigned  Janus Capital Group Inc., a Delaware  corporation
("Janus"), Janus hereby irrevocably appoints the DST Proxy Committee as it shall
be  constituted  from time to time by the Board of Directors  of DST,  with full
power of  substitution,  as its  attorney-in-fact  and proxy to attend meetings,
vote,  execute and  deliver  written  consents  and in all other ways act in its
place with  respect to the  exercise of all voting  rights with respect to seven
million four hundred  twenty-four  thousand and fifty-two  (7,424,052) shares of
common  stock,  par value $0.01 per share,  of DST owned by Janus as of the date
hereof,  appropriately  adjusted for any stock  dividend,  stock split,  reverse
stock split, share combination,  reclassification,  recapitalization  or similar
transaction  with respect to the common stock of DST (the  "Shares"),  until the
termination of this proxy as provided below.

     Janus  hereby  represents,  warrants and  covenants  that (i) this proxy is
irrevocable  and is coupled with an  interest,  (ii) Janus shall take all action
reasonably  requested by the DST Proxy Committee and/or DST to effect the intent
of this proxy and (iii) the DST Proxy  Committee is hereby  authorized to do all
such  things  and take all such  actions  as  necessary  to carry out the rights
granted  hereunder.  Janus further  confirms that this proxy may be exercised by
the  DST  Proxy  Committee  with  respect  to  each  matter   presented  to  the
Stockholders of DST.

     THIS PROXY  SHALL  TERMINATE  UPON ANY  TRANSFER  OF THE SHARES  (INCLUDING
PURSUANT TO ANY PLEDGE OR LOAN OF THE SHARES OR ANY SIMILAR  TRANSACTION),  WITH
RESPECT TO THE SHARES TRANSFERRED, EXCEPT WITH RESPECT TO ANY SHARES AS TO WHICH
JANUS OR ANY AFFILIATE OF JANUS SHALL HAVE RETAINED VOTING RIGHTS.



Dated:  August 25, 2003

                                           JANUS CAPITAL GROUP INC.



                                       By: ________________________________

                                       Name:  _____________________________

                                      Title:  ______________________________




                                                                      APPENDIX C



August 25, 2003


Board of Directors
DST Systems, Inc.
333 West 11th Street, 5th Floor
Kansas City, MO 64105

Members of the Board of Directors:

You have  requested  our opinion as to the fairness,  from a financial  point of
view, to DST Systems,  Inc.  ("DST") of the  consideration  to be exchanged in a
Transaction  (as  defined  below)   pursuant  to  a  Share  Exchange   Agreement
("Agreement")  to be entered into between  DST, DST Output  Marketing  Services,
Inc. ("OMS") and Janus Capital Group Inc. ("Janus"). The Agreement provides for,
among other things, a transaction  ("Transaction") whereby (a) DST shall assign,
transfer,  convey and deliver to Janus and Janus shall  accept and acquire  from
DST all of the OMS common shares ("OMS Shares"),  subsequent to a Reorganization
(as defined in the Agreement), in exchange for 32.3 million shares of DST common
stock owned by Janus ("Janus DST Shares") and (b) Janus shall assign,  transfer,
convey and deliver to DST and DST shall  accept and acquire from Janus the Janus
DST Shares in exchange for the OMS Shares.

U.S. Bancorp Piper Jaffray Inc. ("U.S.  Bancorp Piper Jaffray"),  as a customary
part of its investment  banking business,  is regularly engaged in the valuation
of businesses and their securities in connection with mergers and  acquisitions,
underwriting and secondary  distributions of securities,  private placements and
valuations for estate,  corporate and other purposes. We are currently acting as
financial advisor to DST in connection with the Transaction,  for which DST will
pay us a fee for such services that is not contingent  upon the  consummation of
the Transaction. DST has also agreed to indemnify us against certain liabilities
that may arise in connection with this  engagement.  In addition,  U.S.  Bancorp
Piper Jaffray  participated as a syndicate  member in DST's August 12, 2003 sale
of $840,000,000  convertible notes. U.S. Bancorp Piper Jaffray was not a manager
or  co-manager  of this  offering  and its  participation  in the selling  group
approximated  three percent (3%) of the notes sold.  U.S.  Bancorp Piper Jaffray
will receive the same pro rata  compensation  as other  selling  group  members.
Furthermore,  in the ordinary course of our business,  we and our affiliates may
actively  trade  securities  of DST for our own  account  or the  account of our
customers  and,  accordingly,  may at any time hold a long or short  position in
such securities.

In arriving at our  opinion,  we have  undertaken  such  reviews,  analyses  and
inquiries as we deemed necessary or appropriate under the  circumstances.  Among
other things, we have:


1.   Reviewed a draft dated as of August 21, 2003 of the Agreement;

2.   Reviewed  certain  publicly  available  business and financial  information
     relating to DST and Janus  Capital  Group that U.S.  Bancorp  Piper Jaffray
     deemed to be relevant, including Annual Reports on Form 10-K for the fiscal
     years ended December 31, 2002, 2001 and 2000, and Quarterly Reports on Form
     10-Q for the quarters  ended June 30 and March 31, 2003,  and September 30,
     2002;

3.   Reviewed  draft  audited  financial  statements  for OMS  subsequent to the
     Reorganization,  but  excluding  the  Additional  Assets (as defined in the
     Agreement),  (such entity is defined  herein as "OMS Post  Reorganization")
     for the years ended 2001 and 2002;

4.   Reviewed  interim  financial  statements  for the six months ended June 30,
     2003 for OMS Post Reorganization;

5.   Reviewed  financial  projections  prepared by the management of DST for the
     years ending December 31, 2003 through  December 31, 2005 for the following
     scenarios:

     -    Base Case DST that excludes the impact of the Transaction;

     -    Proforma DST that includes the impact of the Transaction;

     -    Standalone OMS Post Reorganization.

6.   Reviewed valuation of the OMS Post  Reorganization  operations  prepared by
     Standard & Poor's Corporate Value Consulting dated June 13, 2003;

7.   Completed general business and financial due diligence with certain members
     of DST and OMS management teams.  Topics discussed  included,  but were not
     limited to, the  background  and rationale for the  Transaction,  financial
     condition,   operating  performance,   balance  sheet  characteristics  and
     prospects of DST and OMS Post Reorganization;

8.   Completed site visits to DST's  headquarters  in Kansas City,  Missouri and
     operations in Kansas City, Missouri and Chicago, Illinois;

9.   Reviewed  financial,  market  performance and other data of publicly traded
     companies deemed relevant by U.S. Bancorp Piper Jaffray for comparison with
     similar data from DST and OMS Post Reorganization; and

10.  Reviewed  additional  information and analyses as deemed  necessary by U.S.
     Bancorp Piper Jaffray,  including assessment of general economic,  industry
     and financial market conditions.

In  conducting  our review and in  rendering  our  opinion,  we have,  with your
consent, relied upon and assumed the accuracy,  completeness and fairness of the
financial  statements and other  information  provided to us by DST or otherwise
made available to us, and have not attempted to independently  verify,  and have
not  assumed   responsibility   for  the  independent   verification,   of  such
information.  We  have  assumed,  in  reliance  upon  the  assurances  of  DST's
management,  that  the  information  provided  to  us  has  been  prepared  on a
reasonable  basis in  accordance  with industry  practice,  and, with respect to
financial  planning data and other business  outlook  information,  reflects the
best  currently  available  estimates and judgment of the  management of DST and
OMS, and that management of DST and OMS is not aware of any information or facts
that would make the information provided to us incomplete or misleading. We have
assumed  that  there have been no  material  changes  in the  assets,  financial
condition,  results of  operations,  business or  prospects  of DST and OMS Post
Reorganization since the date of the last financial statements made available to
us. We have also  assumed that DST and OMS Post  Reorganization  is not party to
any  material  pending  transactions,  other than the  Transaction,  anticipated
amendment  to the DST credit  facility  and other  transactions  in the ordinary
course of business.

In arriving at our opinion,  we have assumed that all the  necessary  regulatory
approvals and consents required for the Transaction will be obtained and that no
limitations,  restrictions  or  conditions  will be  imposed  that  would have a
material  adverse  effect  on  DST or the  contemplated  benefits  to DST of the
Transaction or will otherwise change the  consideration for DST. We have assumed
that the Transaction will qualify as a tax-free exchange under the United States
Internal Revenue Code. We have also assumed that the final form of the Agreement
will  be  substantially  similar  to the  last  draft  reviewed  by us,  without
modification of material terms or conditions.

In  arriving  at our  opinion,  we have not  performed  nor been  furnished  any
appraisals or valuations of the specific assets or liabilities of DST other than
the valuation of OMS Post Reorganization prepared by Standard & Poor's Corporate
Value  Consulting  dated June 13,  2003.  We express  no opinion  regarding  the
liquidation  value of DST or OMS. The analyses we performed in  connection  with
this opinion were going concern analyses. We were not requested to opine, and no
opinion is hereby rendered,  as to whether any analyses of an entity, other than
as a going concern,  is appropriate in the circumstances  and,  accordingly,  we
have performed no such analyses.  The Board of Directors did not request that we
solicit,  and we did not  solicit,  any  expression  of interest  from any other
parties with respect to any alternative transaction.

We  have  undertaken  no  independent  analysis  of any  pending  or  threatened
litigation,  material  claims,  possible  unasserted  claims or other contingent
liabilities,  to which DST or its affiliates is a party or may be subject, or of
any other governmental  investigation of any possible unasserted claims or other
contingent  liabilities  to which either DST or its affiliates is a party or may
be subject.  At DST's  direction  and with its  consent,  our  opinion  makes no
assumption concerning, and therefore does not consider, the potential effects of
any such litigation,  claims or investigations or possible assertions of claims,
outcomes or damages arising out of any such matters.

This opinion is necessarily  based upon the  information  available to us, facts
and circumstances  and economic,  market and other conditions as they exist, and
are subject to evaluation on the date hereof.  Events  occurring  after the date
hereof could  materially  affect the assumptions used in preparing this opinion.
Except as  provided  in the  engagement  letter  between DST and us, we have not
undertaken  to reaffirm or revise this  opinion or  otherwise  comment  upon any
events  occurring  after the date  hereof and we do not have any  obligation  to
update,  revise or reaffirm this opinion. We express no opinion herein as to the
prices at which DST common shares have traded or may trade at any future time.

This  opinion is  furnished  pursuant to our  engagement  letter dated July 24 ,
2003.  This opinion is directed to the Board of  Directors of DST in  connection
with its consideration of the Transaction.  This opinion may not be published or
otherwise used, nor may any public  references to U.S.  Bancorp Piper Jaffray be
made except in  accordance  with our  engagement  letter.  This opinion does not
constitute a recommendation to any stockholder as to how such stockholder should
vote with respect to the Transaction.  In connection with this opinion,  we were
not  requested  to opine as to, and this  opinion  does not  address,  the basic
business  decision  of DST to  proceed  with or  effect  the  Transaction  or to
consider, alternative transactions that may have been available to DST.

Based upon and subject to the foregoing, and based upon such other factors as we
consider  relevant,  it  is  our  opinion  that,  as of  the  date  hereof,  the
consideration to be exchanged in the Transaction is fair, from a financial point
of view, to DST.

Sincerely,

U.S. BANCORP PIPER JAFFRAY INC.

/s/ U.S. Bancorp Piper Jaffrey



                                                                      APPENDIX D



DST OUTPUT MARKETING
SERVICES

CONDENSED COMBINED FINANCIAL STATEMENTS

JUNE 30, 2003

















DST OUTPUT MARKETING SERVICES
CONDENSED COMBINED BALANCE SHEET
--------------------------------------------------------------------------------


                                                  JUNE 30,         DECENBER 31,
 (IN THOUSANDS OF DOLLARS)                          2003               2002
                                                (UNAUDITED)
 ASSETS
 Current assets
   Cash and cash equivalents                     $      3           $      3
   Accounts receivable
    (net of allowance of $680 and $711)            12,969             10,369
   Related party receivable                             -                 16
   Inventories                                      1,537              1,411
   Deferred income taxes                              381                378
   Other current assets                             1,455              1,154
                                                 --------            -------
                                                   16,345             13,331
 Properties                                         5,004              6,097
 Deferred income taxes                                896                342
 Affiliate receivable                                   -              3,286
 Other assets                                         183                183
                                                 --------           --------
      Total assets                               $ 22,428           $ 23,239
                                                 ========           ========

 LIABILITIES AND INVESTED EQUITY
 Current liabilities
   Accounts payable                              $  2,948           $  2,792
   Accrued compensation and benefits                1,632              1,971
   Income taxes payable                               202              1,763
   Customer deposits                                1,511              2,371
   Other accrued liabilities                        3,710              3,441
                                                 --------           --------
                                                   10,003             12,338

 Affiliate payable                                    392                  -
                                                 --------           --------
                                                   10,395             12,338
                                                 --------           --------
 Commitments and contingencies

 Invested equity                                   12,033             10,901
                                                 --------           --------

      Total liabilities and invested equity      $ 22,428           $ 23,239
                                                 ========           ========

   The accompanying notes are an integral part of these financial statements.

                                      D-1


DST OUTPUT MARKETING SERVICES
CONDENSED COMBINED STATEMENT OF INCOME
FOR THE SIX MONTHS ENDED JUNE 30, 2003 AND 2002
(UNAUDITED)
--------------------------------------------------------------------------------

(IN THOUSANDS OF DOLLARS)                          2003                2002

Total revenues                                  $ 44,524            $ 56,065

Operating costs                                   37,681              46,347
Selling, general and administrative costs          3,597               4,614
Depreciation and amortization                      1,808               2,173
                                                --------            --------

Income from operations                             1,438               2,931

Interest expense                                      (1)                (83)
Other income (expense), net                           97              (1,133)
                                                --------            --------

Income before income taxes                         1,534               1,715
Income taxes                                         606                 705
                                                --------            --------

Net income                                      $    928            $  1,010
                                                ========            ========



















   The accompanying notes are an integral part of these financial statements.

                                      D-2


DST OUTPUT MARKETING SERVICES
CONDENSED COMBINED STATEMENT OF CHANGES IN INVESTED EQUITY
FOR THE SIX MONTHS ENDED JUNE 30, 2003
(UNAUDITED)
--------------------------------------------------------------------------------

                                                           TOTAL
                                                          INVESTED
                                                           EQUITY
(IN THOUSANDS OF DOLLARS)                                 --------

DECEMBER 31, 2002                                         $ 10,901

Transfers from parent                                          204
Net income                                                     928
                                                          --------
JUNE 30, 2003                                             $ 12,033
                                                          ========























   The accompanying notes are an integral part of these financial statements.

                                     D-3


DST OUTPUT MARKETING SERVICES
CONDENSED COMBINED STATEMENT OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2003 AND 2002
(UNAUDITED)
--------------------------------------------------------------------------------

(IN THOUSANDS OF DOLLARS)                             2003               2002

CASH FLOWS - OPERATING ACTIVITIES
Net income                                         $     928          $   1,010
                                                   ---------          ---------

Depreciation and amortization                          1,808              2,173
Deferred taxes                                          (559)              (601)
Increase in accounts receivable                       (2,584)            (2,730)
Decrease (increase) in inventories
  and other current assets                              (426)                70
Decrease in other assets                                   -                 10
Decrease in accounts payable and
  accrued liabilities                                 (1,995)              (466)
Increase (decrease) in accrued
  compensation and benefits                             (339)               400
                                                   ---------          ---------
Total adjustments to net income                       (4,095)            (1,144)
                                                   ---------          ---------
          Net                                         (3,167)              (134)
                                                   ---------          ---------

CASH FLOWS - INVESTING ACTIVITIES
Capital expenditures                                    (715)              (166)
                                                   ---------          ---------
          Net                                           (715)              (166)
                                                   ---------          ---------

CASH FLOWS-FINANCING ACTIVITIES
Distributions to (from) DST                              204                758
Increase (decrease) in affiliate
  receivable/payable                                   3,678               (458)
                                                   ---------          ---------
          Net                                          3,882                300
                                                   ---------          ---------

Net increase (decrease) in cash
  and cash equivalents                                     -                  -
Cash and cash equivalents, beginning
  of period                                                3                  3
                                                   ---------          ---------

Cash and cash equivalents, end of period           $       3          $       3
                                                   ---------          ---------


   The accompanying notes are an integral part of these financial statements.


                                      D-4

DST OUTPUT MARKETING SERVICES
NOTES TO COMBINED FINANCIAL STATEMENTS
JUNE 30, 2003 and 2002
(UNAUDITED)
(DOLLARS IN THOUSANDS)
--------------------------------------------------------------------------------

1.   SUMMARY OF ACCOUNTING POLICIES

     The interim Condensed Combined Financial Statements of DST Output Marketing
     Services  ("OMS"  or the  "Company")  as of June  30,  2003 and for the six
     months  ended June 30,  2003 and June 30,  2002  included  herein have been
     prepared  by  the  Company,  without  audit,  pursuant  to  the  rules  and
     regulations  of  the  United  States  Securities  and  Exchange  Commission
     ("SEC").  Certain  information and note  disclosures  normally  included in
     financial  statements  prepared in accordance  with  accounting  principles
     generally  accepted in the United States of America have been considered or
     omitted  pursuant  to such  rules and  regulations,  although  the  Company
     believes  that  the   disclosures  are  adequate  to  enable  a  reasonable
     understanding  of  the  information  presented.  These  Condensed  Combined
     Financial  Statements  should  be  read in  conjunction  with  the  audited
     financial  statements and the notes thereto for the year ended December 31,
     2002.

     In the opinion of management,  the accompanying unaudited interim condensed
     combined financial statements contain all adjustments (consisting of normal
     interim closing  procedures)  necessary for a fair statement of the interim
     results of the Company at June 30, 2003 and the  results of  operations  of
     the six  months  ended June 30,  2003 and 2002,  and cash flows for the six
     months ended June 30, 2003 and 2002.

     The results of  operations  for the six months  ended June 30, 2003 are not
     necessarily  indicative  of the  results to be  expected  for the full year
     2003.

     STOCK-BASED COMPENSATION

     The Company  accounts  for  stock-based  compensation  in  accordance  with
     Accounting Principles Board Opinion No. 25 ("APB 25"), ACCOUNTING FOR STOCK
     ISSUED TO  EMPLOYEES,  and related  interpretations  and has  presented the
     required  Statement of  Financial  Accounting  Standards  ("SFAS") No. 123,
     ACCOUNTING  FOR  STOCK-BASED  COMPENSATION,  as  amended  by SFAS No.  148,
     ACCOUNTING FOR STOCK-BASED  COMPENSATION - TRANSITION AND DISCLOSURE ("SFAS
     123"), pro forma disclosure in the table below.









                                      D-5


DST OUTPUT MARKETING SERVICES
NOTES TO COMBINED FINANCIAL STATEMENTS
JUNE 30, 2003 and 2002
(UNAUDITED)
(DOLLARS IN THOUSANDS)
--------------------------------------------------------------------------------

     The Company  participates in certain DST Systems,  Inc. ("DST") stock based
     compensation plans. The Company applies APB 25 and related  interpretations
     in accounting for its plans, and accordingly, no compensation cost has been
     recognized  for  the  Company's   fixed  stock  based   compensation.   Had
     compensation  cost been determined  consistent with SFAS 123, the Company's
     net income would have been reduced to the following pro forma amounts:

                                                  SIX MONTHS       SIX MONTHS
                                                     ENDED            ENDED
                                                    JUNE 30,         JUNE 30,
                                                      2003             2002

     Net income                  As reported       $    928         $  1,010

     Deduct:  Total stock-based employee
       compensation expense determined under
       fair value based method for all awards,
        net of relaxed tax effects                     (288)            (352)
                                                   --------         --------
     Net income                    Pro forma       $    640         $    658
                                                   ========         ========


     The Company uses the Black-Scholes  option pricing model which requires the
     Company to make certain assumptions in order to estimate fair value.

2.   COMMITMENTS AND CONTINGENCIES

     The  Company  has a letter of credit of $305 for the period  ended June 30,
     2003. The letter of credit is secured by DST's debt facility.

     From time to time, the Company  enters into  agreements  with  unaffiliated
     parties  containing  indemnification  provisions,  the terms of which  vary
     depending on the negotiated terms of each respective agreement.  The amount
     of  such  obligations  is not  stated  in  the  agreements.  The  Company's
     liability under such indemnification  provisions may be subject to time and
     materiality limitations, monetary caps and other conditions and defenses.

     The Company has  entered  into  purchase  and service  agreements  with its
     vendors and consulting  agreements with providers of consulting services to
     the Company  pursuant to which the Company has agreed to indemnify  certain
     of such vendors and consultants,  respectively,  against third party claims
     arising from the Company's  use of the vendor's  product or the services of
     the vendor or consultant.

     At June  30,  2003,  the  Company  had not  accrued  any  liability  on the
     aforementioned indemnifications as amounts are not deemed material.

                                      D-6


DST OUTPUT MARKETING SERVICES
NOTES TO COMBINED FINANCIAL STATEMENTS
JUNE 30, 2003 and 2002
(UNAUDITED)
(DOLLARS IN THOUSANDS)
--------------------------------------------------------------------------------

     The Company is involved in various legal proceedings  arising in the normal
     course of business.  While the ultimate outcome of these legal  proceedings
     cannot be predicted with certainty, it is the opinion of management,  after
     consultation   with  legal   counsel,   that  the  final  outcome  in  such
     proceedings,  in the aggregate, would not have a material adverse effect on
     the combined financial condition or results of operations of the Company.




























                                       D-7




                                                                    APPENDIX E



DST OUTPUT MARKETING
SERVICES

COMBINED FINANCIAL STATEMENTS

DECEMBER 31, 2002 AND 2001




































PRICEWATERHOUSECOOPERS LLP
-------------------------------------------------------------------------------
                                                   PRICEWATERHOUSECOOPERS LLP
                                                   1055 Broadway, 10th Floor
                                                   Kansas City MO 64105-1595
                                                   Telephone (816) 472 7921
                                                   Facsimile (816) 218 1890


                         REPORT OF INDEPENDENT AUDITORS

To the Board of Directors of DST Systems, Inc.

In our opinion, the accompanying combined balance sheet and the related combined
statements  of income,  of changes in invested  equity and of cash flows present
fairly, in all material respects, the financial position of DST Output Marketing
Services (the  "Company") at December 31, 2002 and 2001,  and the results of its
operations  and its cash flows for each of the three  years in the period  ended
December 31, 2002 in conformity with accounting principles generally accepted in
the United States of America.  These financial statements are the responsibility
of the  Company's  management;  our  responsibility  is to express an opinion on
these financial statements based on our audits. We conducted our audits of these
statements  in  accordance  with auditing  standards  generally  accepted in the
United  States of America,  which  require that we plan and perform the audit to
obtain reasonable  assurance about whether the financial  statements are free of
material  misstatement.  An audit includes examining,  on a test basis, evidence
supporting the amounts and  disclosures in the financial  statements,  assessing
the accounting principles used and significant estimates made by management, and
evaluating the overall  financial  statement  presentation.  We believe that our
audits provide a reasonable basis for our opinion.

As  discussed in Note 2 to the  financial  statements,  the Company  changed its
method of  accounting  for  "Out-of-Pocket"  expenses to conform  with  Emerging
Issues  Task  Force  Issue  No.  01-14,  INCOME  STATEMENT  CHARACTERIZATION  OF
REIMBURSEMENTS RECEIVED FOR "OUT-OF-POCKET" EXPENSES INCURRED.


/s/ PricewaterhouseCoopers LLP


Kansas City, Missouri
July 25, 2003




                                      E-1


DST OUTPUT MARKETING SERVICES
COMBINED BALANCE SHEET
DECEMBER 31, 2002 AND 2001
-------------------------------------------------------------------------------


(IN THOUSANDS OF DOLLARS)                            2002               2001

ASSETS
Current assets
  Cash and cash equivalents                     $       3          $       3
  Accounts receivable
   (net of allowance of $711 and $974)             10,369             10,107
  Related party receivable                             16                  9
  Inventories                                       1,411              1,280
  Deferred income taxes                               378                460
  Other current assets                              1,154              1,159
                                                ---------          ---------
                                                   13,331             13,018
Properties                                          6,097              9,923
Deferred income taxes                                 342                  -
Affiliate receivable                                3,286                  -
Other assets                                          183                143
                                                ---------          ---------
     Total assets                               $  23,239          $  23,084
                                                =========          =========

LIABILITIES AND INVESTED EQUITY
Current liabilities
  Accounts payable                              $   2,792          $   3,884
  Related party payable                                 -                160
  Accrued compensation and benefits                 1,971              2,043
  Income taxes payable                              1,763              1,582
  Customer deposits                                 2,371              4,076
  Other accrued liabilities                         3,441              2,918
                                                ---------          ---------
                                                   12,338             14,663


Deferred income taxes                                   -                638
Affiliate payable                                       -              7,244
                                                ---------          ---------
                                                   12,338             22,545
                                                ---------          ---------

Commitments and contingencies (Note 10)

Invested equity                                    10,901                539
                                                ---------          ---------

     Total liabilities and invested equity      $  23,239          $  23,084
                                                =========          =========



   The accompanying notes are an integral part of these financial statements.


                                      E-2

DST OUTPUT MARKETING SERVICES
COMBINED STATEMENT OF INCOME
FOR THE YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
--------------------------------------------------------------------------------


(IN THOUSANDS OF DOLLARS)                 2002           2001             2000

Total revenues (includes related
  party revenues of $15,497,
  $14,869 and $13,796)                 $ 105,698      $ 112,032       $ 120,986

Operating costs                           86,670         92,126          97,677
Selling, general and
  administrative costs                     9,174         10,517          12,475
Depreciation and amortization              5,249          4,550           3,966
                                       ---------      ---------       ---------

Income from operations                     4,605          4,839           6,868

Interest income                                2              1              60
Interest expense                            (113)          (816)           (821)
Other (expense), net                           -           (104)           (230)
                                       ---------      ---------       ---------

Income before income taxes                 4,494          3,920           5,877
Income taxes                               1,846          1,559           2,501
                                       ---------      ---------       ---------
Net income                             $   2,648      $   2,361       $   3,376
                                       =========      =========       =========















   The accompanying notes are an integral part of these financial statements.


                                      E-3

DST OUTPUT MARKETING SERVICES
COMBINED STATEMENT OF CHANGES IN INVESTED EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
--------------------------------------------------------------------------------
                                                              TOTAL
                                                            INVESTED
 (IN THOUSANDS OF DOLLARS)                                   EQUITY
                                                            --------

 DECEMBER 31, 1999                                         $    932

 Capital contributions                                          301
 Distributions                                               (3,133)
 Net income                                                   3,376
                                                           --------
 DECEMBER 31, 2000                                            1,476

 Distributions                                               (3,298)
 Net income                                                   2,361
                                                           --------
 DECEMBER 31, 2001                                              539

 Capital contributions                                        9,000
 Distributions                                               (1,286)
 Net income                                                   2,648
                                                           --------
 DECEMBER 31, 2002                                         $ 10,901
                                                           ========

















   The accompanying notes are an integral part of these financial statements.


                                      E-4



DST OUTPUT MARKETING SERVICES
COMBINED STATEMENT OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
--------------------------------------------------------------------------------




(IN THOUSANDS OF DOLLARS)                                    2002             2001             2000
                                                                                   
CASH FLOWS - OPERATING ACTIVITIES
Net income                                               $   2,648         $   2,361        $   3,376
                                                         ---------         ---------        ---------
Depreciation and amortization                                5,249             4,550            3,966
Deferred taxes                                                (898)              (66)           1,441
Decrease (increase) in accounts receivable                    (269)            2,348           (1,921)
Decrease (increase) in inventories and other
  current assets                                              (171)              992             (364)
Decrease in accounts payable and accrued liabilities        (3,233)           (2,244)          (1,308)
Increase (decrease) in accrued compensation and
  benefits                                                     (72)             (955)               3
Other, net                                                       5                21               (3)
                                                         ---------         ---------        ---------
Total adjustments to net income                                611             4,646            1,814
                                                         ---------         ---------        ---------
         Net                                                 3,259             7,007            5,190
                                                         ---------         ---------        ---------

CASH FLOWS - INVESTING ACTIVITIES
Capital expenditures                                          (450)           (1,569)          (8,085)
Proceeds from sale of fixed assets                               2                11              875
Other, net                                                       5                22               59
                                                         ---------         ---------        ---------
         Net                                                  (443)           (1,536)          (7,151)
                                                         ---------         ---------        ---------

CASH FLOWS - FINANCING ACTIVITIES
Distributions to DST                                        (1,286)           (3,298)          (3,133)
Increase (decrease) in affiliate receivable/payable         (1,530)           (2,371)           5,030
                                                         ---------         ---------        ---------
         Net                                                (2,816)           (5,669)           1,897
                                                         ---------         ---------        ---------

Net increase (decrease) in cash and cash equivalents             -              (198)             (64)
Cash and cash equivalents, beginning of year                     3               201              265
                                                         ---------         ---------        ---------
Cash and cash equivalents, end of year                   $       3         $       3        $     201
                                                         =========         =========        =========





   The accompanying notes are an integral part of these financial statements.


                                      E-5

DST OUTPUT MARKETING SERVICES
NOTES TO COMBINED FINANCIAL STATEMENTS
DECEMBER 31, 2002 and 2001
(DOLLARS IN THOUSANDS)
--------------------------------------------------------------------------------


1.   BUSINESS AND BASIS OF PRESENTATION

     BUSINESS
     DST  Output  Marketing  Services  ("OMS" or the  "Company")  is a  business
     consisting  of  the  Graphics  Design  and  sheet-fed   printing   business
     ("Graphics")  and the laser  printing  and  fulfillment  operations  of the
     Marketing Services Division of DST Systems, Inc. ("DST").


     BASIS OF PRESENTATION
     The combined  financial  statements  have been  derived from the  financial
     statements  and accounting  records of DST based on the historical  assets,
     liabilities and related operations of DST Output Marketing Services,  Inc.,
     DST Output of Illinois,  Inc., the Graphics  division of DST Output Graphic
     Resources, Inc. and the Graphics division of DST Output of California, Inc.
     DST is the  ultimate  parent of each of these  entities.  Since  certain of
     these operations are divisions, DST's investment in the Company is shown in
     lieu of  shareholder's  equity in the combined  financial  statements.  All
     significant intercompany balances and transactions have been eliminated.

     Management  believes the  assumptions  underlying  the  combined  financial
     statements  are  reasonable.  However,  the combined  financial  statements
     included  herein  may not  necessarily  reflect  the  Company's  results of
     operations,  financial  position  and cash  flows in the future or what its
     results of  operations,  financial  position and cash flows would have been
     had the  Company  operated  as a  stand-alone  entity  during  the  periods
     presented.

     The historical  financial statements of the entities comprising OMS include
     charges  from DST for  costs  such as rent and  utility  costs,  insurance,
     employee benefits and payroll processing,  and information technology.  The
     historical  amounts  charged to the entities  comprising  OMS were based on
     direct  identification  through the Company's cost accounting records,  and
     for Graphics, these costs were allocated based on various methods including
     square  footage,  headcount  and  percentage of revenue.  Additionally  for
     purposes  of the  combined  financial  statements,  costs of $56 have  been
     recorded  for  the  years  ended   December   31,  2002,   2001  and  2000,
     respectively,  which primarily  represent costs  associated with additional
     information  technology provided by DST. The Company's  management believes
     the  methods  used  for  assessing   direct  charges  and  allocations  are
     reasonable.

     DST uses a centralized  approach to cash  management and the finance of its
     operations.  Cash  deposits  and  payments  for the Company are received or
     distributed  by DST on a regular basis and are netted against the affiliate
     receivable/payable  account.  As a  result,  none of  DST's  cash,  or cash
     equivalents  at the corporate  level have been  allocated to the Company in
     the  combined  financial   statements.   Cash  in  the  combined  financial
     statements represents amounts held by the Company's operations.

     The Company  maintains a  borrowing/lending  arrangement with an affiliate.
     The Company pays or earns interest on its average outstanding balance based
     on the prime rate and the average  federated  rate,  respectively.  For the
     years ended December 31, 2002, 2001 and 2000,  interest  expense under this
     arrangement was $113, $816 and $821, respectively,  and interest earned was
     $2, $1 and $60,  respectively.  At December 31, 2002 and 2001,  the Company
     had    $3,286    and    $(7,244),    respectively,    of   net    affiliate
     receivables/(payables) attributable to this arrangement.


                                      E-6

DST OUTPUT MARKETING SERVICES
NOTES TO COMBINED FINANCIAL STATEMENTS
DECEMBER 31, 2002 and 2001
(DOLLARS IN THOUSANDS)
--------------------------------------------------------------------------------

2.   SIGNIFICANT ACCOUNTING POLICIES


     USE OF ESTIMATES
     The  preparation  of financial  statements  in conformity  with  accounting
     principles  generally  accepted  in the United  States of America  requires
     management  to make  estimates  and  assumptions  that affect the  reported
     amounts of assets and liabilities  and disclosure of contingent  assets and
     liabilities  at the  date of the  financial  statements  and  the  reported
     amounts of  revenues  and  expenses  during the  reporting  period.  Actual
     results could differ from those estimates.

     REVENUE RECOGNITION
     The  Company's  revenues are  recognized  upon  completion  of the services
     provided.  Allowances for billing  adjustments  are estimated when revenues
     are  recognized  and are recorded as reductions in revenues.  The allowance
     for doubtful  accounts  represents an amount considered by management to be
     adequate to cover potential losses.  Effective January 1, 2002, the Company
     adopted  Emerging  Issues  Task  Force  ("EITF")  Issue No.  01-14,  INCOME
     STATEMENT  CHARACTERIZATION OF REIMBURSEMENTS  RECEIVED FOR "OUT-OF-POCKET"
     EXPENSES  INCURRED  ("EITF No.  01-14),  formerly EITF Topic No. D-103.  In
     accordance  with EITF No.  01-14,  the Company  records the  reimbursements
     received for out-of-pocket expenses as revenue on an accrual basis.

     CAPITALIZATION OF SOFTWARE DEVELOPMENT COSTS
     The Company capitalizes costs for the development of internal use software,
     including coding and software configuration costs and costs of upgrades and
     enhancements  in  accordance  with  Statement  of  Position  ("SOP")  98-1,
     ACCOUNTING  FOR THE COSTS OF COMPUTER  SOFTWARE  DEVELOPED  OR OBTAINED FOR
     INTERNAL USE. These costs are amortized under the Company's  current policy
     on a straight-line basis, depending on the nature of the project, generally
     over a three to ten year  period.  For the years ended  December  31, 2002,
     2001 and 2000, the Company capitalized $0, $1,202 and $1,942, respectively,
     of costs related to such development.

     INVENTORIES
     Inventories  are valued at the lower of cost or market.  Cost is determined
     on the first-in,  first-out basis.  Inventories are comprised  primarily of
     paper and envelope stocks.

     PROPERTY AND EQUIPMENT
     Property  and  equipment  are  recorded  at cost with major  additions  and
     improvements  capitalized.  Cost  includes  the  amount  of  interest  cost
     associated with significant capital additions.  Production equipment,  data
     processing  equipment,  data processing software,  furniture,  fixtures and
     other equipment are depreciated using straight-line and accelerated methods
     over the estimated useful lives, principally three to five years. Leasehold
     improvements are depreciated using the straight-line method over the lesser
     of the term of the lease or life of the improvements.

     LONG-LIVED ASSETS
     Long-lived   assets  are  assessed  for  impairment   whenever   events  or
     circumstances  indicate the carrying value may not be fully  recoverable by
     comparing  the carrying  value to future  undiscounted  cash flows.  To the
     extent  there  is  impairment,  analysis  is  performed  based  on  several
     criteria,  including,  but  not  limited  to,  revenue  trends,  discounted
     operating  cash  flows  and  other  operating   factors  to  determine  the
     impairment amount.

                                      E-7


DST OUTPUT MARKETING SERVICES
NOTES TO COMBINED FINANCIAL STATEMENTS
DECEMBER 31, 2002 and 2001
(DOLLARS IN THOUSANDS)
--------------------------------------------------------------------------------

     INCOME TAXES
     The Company  files a  consolidated  federal  income tax return,  as well as
     consolidated  or  unitary  returns in  certain  states,  with DST and other
     affiliates.  The tax  provisions  of DST and the Company are  prepared on a
     separate return basis.

     Deferred income tax effects of transactions  reported in different  periods
     for financial  reporting and income tax return purposes are recorded by the
     liability  method.  This  method  gives  consideration  to the  future  tax
     consequences of deferred income or expense items and immediately recognizes
     changes in income tax laws upon enactment.  The income  statement effect is
     generally  derived  from  changes in deferred  income  taxes on the balance
     sheet.

     CUSTOMER DEPOSITS
     The Company may require postage  deposits from certain of its clients based
     on contractual arrangements.

     STOCK-BASED COMPENSATION
     The Company  accounts  for  stock-based  compensation  in  accordance  with
     Accounting Principles Board Opinion No. 25 ("APB 25"), ACCOUNTING FOR STOCK
     ISSUED TO  EMPLOYEES,  and related  interpretations  and has  presented the
     required  Statement of  Financial  Accounting  Standards  ("SFAS") No. 123,
     ACCOUNTING  FOR  STOCK-BASED  COMPENSATION,  as  amended  by SFAS No.  148,
     ACCOUNTING FOR STOCK-BASED  COMPENSATION - TRANSITION AND DISCLOSURE ("SFAS
     123"), pro forma disclosure in the table below.

     The Company  participates  in certain DST stock based  compensation  plans,
     which are described  separately  in Note 5. The Company  applies APB 25 and
     related  interpretations  in accounting for its plans, and accordingly,  no
     compensation  cost has been  recognized for the Company's fixed stock based
     compensation.  Had compensation  cost been determined  consistent with SFAS
     123, the  Company's net income would have been reduced to the following pro
     forma amounts:


                                                  YEAR ENDED DECEMBER 31,
                                           -----------------------------------
                                              2002        2001         2000
                                           ---------    ---------    ---------

     Net income              As reported   $   2,648    $   2,361    $   3,376

     Deduct:  Total stock-based employee
       compensation expense determined
       under fair value based method for
       all awards, net of related tax
       effects                                  (674)        (737)        (467)
                                           ---------    ---------     --------
     Net income                Pro forma   $   1,974    $   1,624    $   2,909
                                           =========    =========    =========


                                       E-8

DST OUTPUT MARKETING SERVICES
NOTES TO COMBINED FINANCIAL STATEMENTS
DECEMBER 31, 2002 and 2001
(DOLLARS IN THOUSANDS)
--------------------------------------------------------------------------------

     FINANCIAL INSTRUMENTS
     The carrying values of the Company's financial  instruments including cash,
     accounts  receivable,  accounts  payable and accrued  liabilities and other
     noncurrent  liabilities,  approximate  fair  value due to their  short-term
     nature.

3.   LEASEHOLD IMPAIRMENT

     During the year  ended  December  31,  2002,  the  Company  recognized,  in
     depreciation and amortization, leasehold impairments of $980.

4.   PROPERTIES

     Properties and related  accumulated  depreciation  and  amortization are as
     follows:

                                                             December 31,
                                                        ----------------------
                                                          2002          2001
                                                        ----------------------
     Production equipment                                $ 9,181      $ 9,154
     Data processing equipment                             5,403        5,976
     Furniture, fixtures and other equipment               3,892        3,868
     Software                                              6,530        6,728
     Leasehold improvements                                4,197        4,049
     Construction in progress                                121           20
                                                         -------      -------
                                                          29,324       29,795
     Less accumulated depreciation and amortization       23,227       19,872
                                                         -------      -------
     Net properties                                      $ 6,097      $ 9,923
                                                         =======      =======

     Depreciation  and  amortization  expense for the years ended  December  31,
     2002, 2001 and 2000, was $5,249, $4,550 and $3,966, respectively.








                                      E-9


DST OUTPUT MARKETING SERVICES
NOTES TO COMBINED FINANCIAL STATEMENTS
DECEMBER 31, 2002 and 2001
(DOLLARS IN THOUSANDS)
--------------------------------------------------------------------------------

5.   INCOME TAXES

     Income tax expense consists of the following components:


                                                  YEAR ENDED DECEMBER 31,
                                          ------------------------------------
                                             2002         2001          2000
                                          --------      --------      --------
     Current
       Federal                            $  2,281      $  1,393      $    703
       State and local                         463           232           357
                                          --------      --------      --------
              Total current                  2,744         1,625         1,060

     Deferred
       Federal                                (755)          (62)        1,217
       State and local                        (143)           (4)          224
                                          --------      --------      --------
              Total deferred                  (898)          (66)        1,441
                                          --------      --------      --------
     Total income tax expense             $  1,846      $  1,559      $  2,501
                                          ========      ========      ========

Differences between the Company's effective income tax rate and the U.S. federal
income tax statutory rate are as follows:


                                                  YEAR ENDED DECEMBER 31,
                                          ------------------------------------
                                            2002          2001          2000
                                          --------      --------     ---------

     Income tax expense using the
       statutory rate in effect           $  1,573      $  1,372     $   2,057
     Tax effect of
       State and local income taxes, net       208           148           378
       Other                                    65            39            66
                                          --------      --------     ---------
     Total income tax expense             $  1,846      $  1,559     $   2,501
                                          ========      ========     =========
     Effective tax rate                       41.1%         39.8%         42.6%
     Statutory federal tax rate               35.0%         35.0%         35.0%











                                      E-10


DST OUTPUT MARKETING SERVICES
NOTES TO COMBINED FINANCIAL STATEMENTS
DECEMBER 31, 2002 and 2001
(DOLLARS IN THOUSANDS)
--------------------------------------------------------------------------------

     The federal and state  deferred  tax assets  (liabilities)  recorded on the
     Consolidated Balance Sheet are as follows:


                                                               DECEMBER 31,
                                                           -------------------
                                                             2002        2001
                                                           -------    --------
     Liabilities
       Accumulated depreciation and amortization           $     -     $   701
                                                           -------     -------
       Gross deferred tax liabilities                            -         701
                                                           -------     -------
     Assets
       Accumulated depreciation and amortization               240           -
       Book accruals not currently deductible for tax          379         450
       Deferred compensation and other employee benefits       101          73
                                                           -------     -------
       Gross deferred tax assets                               720         523
                                                           -------     -------
     Net deferred tax assets (liabilities)                 $   720     $  (178)
                                                           =======     =======

     The Company  files a  consolidated  return with its  parent.  The  Internal
     Revenue  Service  ("IRS") is completing  its  examination  of the tax years
     ended December 31, 1995 and 1996. There are no IRS proposed adjustments for
     the  Company  for  these  periods.   The  IRS  has  recently  initiated  an
     examination of the tax years ended December 31, 1999 and 2000.

6.   INVESTED EQUITY

     Certain  transactions between OMS and DST are reflected as distributions to
     or transfers to/from DST within the combined financial statements.  Amounts
     treated as distributions are recorded as a reduction to Invested Equity and
     amounts   treated   as   transfers   to/from   DST   are   recorded   as  a
     decrease/increase to the affiliate receivable/payable component included in
     the  Combined  Balance  Sheet.   Generally,   increases  in  the  affiliate
     receivable/payable  component  result from the timing of cash  requirements
     throughout  each year.  Amounts treated as  distributions  to DST generally
     reflect the transfer to DST of excess cash, to the extent such amounts were
     not required for investing, financing or operating needs.

     During 2002 and 2000, DST forgave intercompany advances of $9,000 and $301,
     respectively,  to OMS, which have been treated as capital  contributions in
     the  Combined  Statement  of Changes in  Invested  Equity and are  non-cash
     activities for purposes of the Combined Statement of Cash Flows


                                      E-11

DST OUTPUT MARKETING SERVICES
NOTES TO COMBINED FINANCIAL STATEMENTS
DECEMBER 31, 2002 and 2001
(DOLLARS IN THOUSANDS)
--------------------------------------------------------------------------------

     STOCK OPTION PLANS
     The Company  participates  in several DST stock based  compensation  plans,
     which are described separately below.

     The  weighted  average  fair value of options  granted to  employees of the
     Company   was  $10.70,   $16.42  and  $10.91  for  2002,   2001  and  2000,
     respectively.  The fair value of each option grant is estimated on the date
     of grant using the  Black-Scholes  option  pricing model with the following
     weighted  average  assumptions  used for  grants  in 2002,  2001 and  2000,
     respectively: expected option term of 2.9, 2.4 and 2.6 years, volatility of
     44.4%, 42.0% and 38.5%, dividend yield of 0% and risk-free interest rate of
     2.5%, 4.2% and 6.5%.

     In September  1995, DST  established  the 1995 Stock Option and Performance
     Award Plan, which now provides for the availability of 30,000,000 shares of
     DST's common stock for the grant of awards to officers, directors and other
     designated  employees.  The awards  may take the form of an  option,  stock
     appreciation  right,  limited right,  performance  share or unit,  dividend
     equivalent,  or any other right,  interest or option  relating to shares of
     common stock granted under the plan. The option  exercise prices must be at
     least equal to the fair market value of the  underlying  shares on the date
     of grant.  Options  become  exercisable  and  expire as  determined  by the
     Compensation Committee of the DST Board of Directors at the date of grant.

     Summary  stock  option  activity  for the Company is presented in the table
     below (shares in thousands and weighted average exercise price in $):



                                                      YEAR ENDED DECEMBER 31,
                             ------------------------------------------------------------------
                                     2002                  2001                     2000
                             -------------------   ---------------------   --------------------
                                        WEIGHTED               WEIGHTED               WEIGHTED
                                        AVERAGE                AVERAGE                 AVERAGE
                                        EXERCISE               EXERCISE               EXERCISE
                              SHARES      PRICE     SHARES       PRICE      SHARES      PRICE
                             --------   --------   --------    --------    --------    --------

                                                                     
Outstanding at January 1          151   $  46.38        151    $  30.17          83   $  22.57
Granted                           125      34.59         92       56.92         110      32.61
Exercised                         (16)     24.23        (82)      28.06         (42)     21.57
Forfeited                          (8)     48.68        (10)      49.08
                             --------              --------                --------
Outstanding at December 31        252   $  41.90        151    $  46.38         151   $  30.17
                             ========              ========                ========
Exercisable at December 31         98   $  46.47         51    $  26.72          40   $  23.76





                                      E-12

DST OUTPUT MARKETING SERVICES
NOTES TO COMBINED FINANCIAL STATEMENTS
DECEMBER 31, 2002 and 2001
(DOLLARS IN THOUSANDS)
--------------------------------------------------------------------------------

     Summary  information  concerning the Company's  outstanding and exercisable
     stock options as of December 31, 2002 follows:



                                         OUTSTANDING OPTIONS                            EXERCISABLE OPTIONS
                            -------------------------------------------------    ---------------------------------
                                                WEIGHTED          WEIGHTED                              WEIGHTED
                                                AVERAGE           AVERAGE                               AVERAGE
          RANGE OF            NUMBER           REMAINING          EXERCISE            NUMBER            EXERCISE
      EXERCISE PRICES       OF OPTIONS     CONTRACTUAL LIFE         PRICE           OF OPTIONS            PRICE
         PER SHARE        (IN THOUSANDS)        (IN YEARS)        PER SHARE       (IN THOUSANDS)        PER SHARE
     ----------------   ----------------   ----------------   ----------------   ----------------   --------------

                                                                                     
      $10.00 - $19.99                  4                3.5   $          11.38                  4   $        11.38
       20.00 -  29.99                 29                7.1              28.50                 29            28.50
       30.00 -  39.99                 94                9.6              31.84
       40.00 -  49.99                 48                9.0              44.12                 15            47.75
       50.00 -  60.35                 70                8.3              57.83                 50            58.93
       64.00 -  74.06                  7                7.9              73.36
                        ----------------   ----------------   ----------------   ----------------   --------------
      $10.00 - $74.06                252                8.7   $          41.90                 98   $        46.47




     STOCK PURCHASE PLANS
     The 2000 DST  Systems,  Inc.  Employee  Stock  Purchase  Plan (the  "Plan")
     provides the right to  subscribe  to 2.0 million  shares of common stock to
     substantially all employees of DST and participating  subsidiaries,  except
     those whose customary  employment is less than 20 hours per week or is five
     months  or  less  per  calendar  year,  or  those  who  are  5% or  greater
     stockholders of DST. The purchase price for shares under any stock offering
     is to be 85% of the average market price on either the exercise date or the
     offering date,  whichever is lower.  Approximately  10 thousand shares were
     issued to employees of the Company  under the Plan in 2002. At December 31,
     2002,  there were  approximately  1.3 million  shares  available for future
     offerings. The fair value of purchase rights granted in 2002, 2001 and 2000
     was  $9.06,  $13.26  and $8.05,  respectively.  The fair value of  purchase
     rights  granted is estimated  on the date of grant using the  Black-Scholes
     option pricing model with the following  weighted average  assumptions used
     for grants in 2002,  2001 and 2000,  respectively:  expected option term of
     1.0,  1.0 and 0.64 year,  volatility  of 44.5%,  44.2% and 38.7%,  dividend
     yield of 0% and risk-free interest rate of 1.3%, 3.0% and 6.8%.

7.   BENEFITS PLANS


     DST sponsors defined  contribution plans that cover the Company's employees
     following the completion of an eligibility  period.  Company  contributions
     under these plans totaled $1,086, $1,229 and $1,385 in 2002, 2001 and 2000,
     respectively.

     The  Company  or DST  has  active  and  non-active  non-qualified  deferred
     compensation  plans  for  senior  management,  certain  highly  compensated
     employees and directors.  The active plans permit  participants  to defer a
     portion of their  compensation  and may provide  additional  life insurance
     benefits until  termination of their  employment,  at which time payment of
     amounts  deferred  is made in a lump sum or annual  installments.  Deferred
     amounts earn interest at a rate determined by the Board of Directors or are
     credited  with  deemed  gains  or  losses  of the  underlying  hypothetical
     investments.  Amounts deferred under the plans totaled approximately $7 and
     $11 at December 31, 2002 and 2001, respectively.


                                      E-13


DST OUTPUT MARKETING SERVICES
NOTES TO COMBINED FINANCIAL STATEMENTS
DECEMBER 31, 2002 and 2001
(DOLLARS IN THOUSANDS)
--------------------------------------------------------------------------------

8.   SUPPLEMENTAL CASH FLOW INFORMATION

     Supplemental  disclosure of cash flow information:

                                                   YEAR ENDED DECEMBER 31,
                                              ------------------------------
                                                2002       2001       2000
                                              --------   --------   --------
     Interest paid during the year             $  113       $ 816    $  821
     Income taxes paid/(received)
     during  the  year                          2,697        (204)    1,588



9.   RELATED PARTY TRANSACTIONS

     The  Company  provides  certain  products  and  services  to  DST  and  its
     affiliated  entities.  Other  general,   administrative  and  miscellaneous
     services,  including  payroll  processing,  are  provided  by DST  and  its
     affiliated entities.

     The Company  recognized  revenues  from DST and its  affiliates of $15,497,
     $14,869 and $13,796 in 2002, 2001 and 2000, respectively.  The Company paid
     DST and its affiliates  $3,580,  $6,181 and $14,044 in 2002, 2001 and 2000,
     respectively,  for products,  services and leases. At December 31, 2002 and
     2001, DST and its affiliates owed the Company $16 and $9, respectively.

10.  COMMITMENTS AND CONTINGENCIES

          The Company  has future  obligations  under  certain  operating  lease
     agreements. The operating leases, which include facilities, data processing
     and other equipment,  have lease terms ranging from 1 to 14 years excluding
     options to extend the leases for various  lengths of time.  Rental  expense
     from  operating  leases was $108,  $93 and $91 for the years ended December
     31, 2002,  2001 and 2000,  respectively.  Certain  leases have clauses that
     call for the  annual  rents to be  increased  during the term of the lease.
     Such lease  payments are  expensed on a  straight-line  basis.  The Company
     leases certain  facilities from  unconsolidated  real estate affiliates and
     incurred  occupancy  expenses  of $658,  $690 and $749 for the years  ended
     December 31, 2002, 2001 and 2000, respectively.



     The  Company  has a letter of  credit  of $305 for each of the years  ended
     December 31,  2002,  2001 and 2000,  respectively.  The letter of credit is
     secured by DST's debt facility.



                                      E-14


DST OUTPUT MARKETING SERVICES
NOTES TO COMBINED FINANCIAL STATEMENTS
DECEMBER 31, 2002 and 2001
(DOLLARS IN THOUSANDS)
--------------------------------------------------------------------------------

     The following table sets forth the Company's  contractual  cash obligations
     including  minimum  rentals for the  non-cancelable  term of all  operating
     leases:

                                                 OPERATING
                                                   LEASES

            2003                                $   9,378
            2004                                    7,281
            2005                                    4,816
            2006                                    4,133
            2007                                    4,034
            Thereafter                              6,225
                                                ---------
            Total                               $  35,867
                                                =========



     From time to time, the Company  enters into  agreements  with  unaffiliated
     parties  containing  indemnification  provisions,  the terms of which  vary
     depending on the negotiated terms of each respective agreement.  The amount
     of  such  obligations  is not  stated  in  the  agreements.  The  Company's
     liability under such indemnification  provisions may be subject to time and
     materiality limitations, monetary caps and other conditions and defenses.

     The Company has  entered  into  purchase  and service  agreements  with its
     vendors, and consulting agreements with providers of consulting services to
     the Company,  pursuant to which the Company has agreed to indemnify certain
     of such vendors and consultants,  respectively,  against third party claims
     arising from the Company's  use of the vendor's  product or the services of
     the vendor or consultant.

     At December  31,  2002,  the Company had not accrued any  liability  on the
     aforementioned indemnifications.

     The Company is involved in various legal proceedings  arising in the normal
     course of business.  While the ultimate outcome of these legal  proceedings
     cannot be predicted with certainty, it is the opinion of management,  after
     consultation   with  legal   counsel,   that  the  final  outcome  in  such
     proceedings,  in the aggregate, would not have a material adverse effect on
     the combined financial condition or results of operations of the Company.








                                      E-15


DST OUTPUT MARKETING SERVICES
NOTES TO COMBINED FINANCIAL STATEMENTS
DECEMBER 31, 2002 and 2001
(DOLLARS IN THOUSANDS)
--------------------------------------------------------------------------------

     RISKS AND UNCERTAINTIES
     The Company  has no history  operating  as an  independent  entity,  may be
     unable to make the changes necessary to operate as a stand-alone entity, or
     may  incur  greater  costs  as a  stand-alone  entity  that may  cause  the
     Company's  profitability  to  decline.  The  Company's  business  has  been
     operated  by DST within a segment  of its  broader  corporate  organization
     rather than as a separate  stand-alone entity. DST has assisted the Company
     by providing  corporate  functions such as legal and tax functions.  If the
     Company were a  stand-alone  entity,  DST may have no obligation to provide
     assistance  to the Company  other than interim and  transitional  services.
     Because the  Company's  business has never been  operated as a  stand-alone
     entity,  there  can be no  assurance  that  the  Company  would  be able to
     successfully  implement the changes  necessary to operate  independently or
     may incur additional costs as a result of operating independently.  Each of
     these events would cause the Company's profitability to decline.























                                      E-16





                                                              
         PLEASE MARK VOTES,                            ESPP                    CERT                        ESOP
 [ X ]   AS IN THIS EXAMPLE                            401K                    C401

-----------------------------------------------------------

                  DST SYSTEMS, INC.

-----------------------------------------------------------

                                                                                                       For   Against  Abstain
By  signing  this  card,  you  are   authorizing  the  Proxy     1.  Approval of the Share Exchange
Committee  (if you own Cert and ESPP shares) and the Trustee         Agreement dated August 25, 2003,  [  ]    [  ]     [  ]
of the DST Benefit  Plan(s) (if you own Benefit Plan Shares)         by and among DST Systems, Inc.,
to vote your shares as you specify on the proposal presented         DST Output Marketing Services,
at the  Special  Meeting or any  adjournment  thereof and to         Inc. and Janus Capital Group Inc.
vote in their respective  discretion on other proposals that         and the transactions contemplated
may properly come thereby before such meeting.                       thereby

TO VOTE IN ACCORDANCE WITH THE DST BOARD OF DIRECTORS'
RECOMMENDATION, PLEASE SIGN AND DATE; YOU NEED NOT MARK
ANY BOXES.  THE DST BOARD OF DIRECTORS RECOMMENDS THAT
YOU VOTE FOR THE PROPOSAL.




                 CONTROL NUMBER
                                                                 SEE IMPORTANT INFORMATION ON THE REVERSE
                                                                 SIDE OF THIS CARD

                                                                 Mark box at right                Mark box at right
                                                                 if you plan to attend [   ]      if an address change has  [   ]
                                                                 the Special Meeting              been noted on the reverse
                                                                 of Stockholders.                 side of this card

                                                                 Please be sure to sign exactly as your name appears
                                                                 on this card and to date this Voting Card.

                                                                 For Cert and ESPP shares, all joint owners must sign,
                                                                 and executors, administrators, trustees, officers of
                                                                 corporate stockholders, guardians and  attorneys-in-fact
                                                                 must indicate the capacity in which they are signing.
                                                                 For  Benefit  Plan  Shares, the Plan Participant must sign.
Stockholder/
Plan
Participant
sign
here                                           Co-owner
    ------------------------- Date ----------- sign here         ----------------------------------- Date -----------





                                DST SYSTEMS, INC.

                SPECIAL MEETING OF STOCKHOLDERS - ________, 2003

                  THE DST BOARD OF DIRECTORS SOLICITS YOUR VOTE

The DST Board is making the proposal, and it is not related to or conditioned on
the approval of any other proposals which may come before the Special Meeting.

The Cert number  shown on the front of the card is the number of shares you held
in  certificate  form as of the close of business on the Record Date  (________,
2003).  The ESPP  number  shown on the front of the card is the number of shares
you held of record as of the close of business on the Record Date  through  your
DST Employee Stock  Purchase Plan book entry account with DST's transfer  agent.
The Proxy Committee appointed by the DST Board that will vote your Cert and ESPP
shares is comprised  of Thomas A.  McDonnell,  Randall D. Young,  and Kenneth V.
Hager.  IF YOU DO NOT SPECIFY HOW YOU AUTHORIZE THE PROXY COMMITTEE TO VOTE YOUR
CERT AND ESPP SHARES, YOU AUTHORIZE IT TO VOTE FOR EACH OF THE PROPOSALS.

The ESOP,  401k and C401 numbers shown on the front of the card  ("Benefit  Plan
Shares")  are the total number of shares you held as of the close of business on
the Record Date through  your  participation  in any of the DST  Employee  Stock
Ownership  Plan,  the DST 401(k)  Profit  Sharing  Plan,  or the DST  Systems of
California 401(k) Plan. IF YOU FAIL TO RETURN THIS VOTING CARD OR DO NOT SPECIFY
YOUR VOTE, THE TRUSTEE OF THE APPLICABLE PLAN WILL VOTE THE SHARES  ALLOCATED TO
YOUR BENEFIT PLAN  ACCOUNT(S)  IN THE SAME  PROPORTION AS THE SHARES HELD BY THE
PLAN FOR WHICH THE TRUSTEE RECEIVES VOTING INSTRUCTIONS.

You may revoke this proxy in the manner  described in the Proxy  Statement dated
________, 2003, receipt of which you hereby acknowledge.


--------------------------------------------------------------------------------
PLEASE DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE ENCLOSED  ENVELOPE OR
MAKE YOUR  INSTRUCTIONS  BY TELEPHONE  AT (877)  779-8683 OR  ELECTRONICALLY  AT
HTTP://WWW.EPROXYVOTE.COM/DST.
--------------------------------------------------------------------------------

IF YOUR ADDRESS HAS CHANGED, PLEASE NOTE THE NEW ADDRESS BELOW.

--------------------------------------------------------------------------------

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