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

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.          )

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Definitive Proxy Statement

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Soliciting Material Pursuant to §240.14a-12

DST SYSTEMS, INC.

(Name of Registrant as Specified In Its Charter)

 

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GRAPHIC

333 West 11th Street
Kansas City, MO 64105

DST SYSTEMS, INC.
NOTICE AND PROXY STATEMENT
for
Annual Meeting of Stockholders
Tuesday, May 13, 2008
YOUR VOTE IS IMPORTANT

You have received information on casting your vote. We began delivering our annual meeting materials, or Notice of Internet Availability of proxy materials, on or about March 24, 2008.


DST Systems, Inc.
333 West 11th Street
Kansas City, Missouri 64105



Proxy Statement
and
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS


        We invite you to attend our annual meeting of stockholders.

  Place: Our principal executive offices:
333 West 11th Street, 3rd floor
Kansas City, Missouri

 

Time:

10:30 a.m., Central Time

 

Date:

Tuesday, May 13, 2008.

        Stockholders will consider and vote upon the following matters:

        The record date for determining which stockholders may vote at this meeting or any adjournment is March 14, 2008. We will provide the recordholder list during the annual meeting if any stockholder wishes to examine it for any purpose pertaining to the meeting. We will make the list available during regular business hours at the above address for the ten-day period before the annual meeting.

        Please vote your shares, regardless of whether you plan to attend the meeting, by following the voting instructions. Whether you vote by telephone, through the Internet, or by mail, you are authorizing the Proxy Committee (and/or the trustee of DST benefit plans or any broker or nominee through which you hold shares) to vote as you specify on the two proposals. You are also authorizing them to vote in their discretion on other proposals a stockholder properly brings before the meeting. If you hold shares on behalf of an estate or corporation, in some other legal capacity or jointly, you confirm by voting that you have the authority to vote on behalf of all owners of the shares.

        If you need assistance at the annual meeting because of a disability, please let us know by May 1, 2008, at (816) 435-8655.

    By Order of the Board of Directors,

 

 

GRAPHIC
    Randall D. Young
Vice President, General Counsel and Secretary

The date of this Notice is March 24, 2008.


DST Systems, Inc.
333 West 11th Street
Kansas City, Missouri 64105



PROXY STATEMENT



Contents

 
  Page

Proposals

 

2

The Board of Directors

 

4

Non-Employee Director Compensation

 

8

Board Committee Matters and Reports

 

11

Beneficial Ownership

 

18

Insider Disclosures

 

21

Independent Registered Public Accounting Firm

 

22

Compensation Discussion and Analysis

 

23

Named Officer Compensation

 

43

Named Officer Award/Account Values for Certain Events

 

52

Annual Meeting Matters

 

56


IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2008 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 13, 2008: THE PROXY STATEMENT FOR SUCH MEETING AND THE ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2007 ARE AVAILABLE AT www.edocumentview.com/DST.


PROXY STATEMENT

        On or about March 24, 2008, we began delivering to you, our stockholders of record at the close of business on March 14, 2008 (our record date), this Proxy Statement for our 2008 annual stockholders' meeting and our Annual Report on Form 10-K for the fiscal year ended December 31, 2007. We mailed full sets of the materials to our stockholders of record, other than stockholders of record who have consented to receive the materials electronically and employees with workplace email accounts. We delivered a Notice of Internet Availability of Proxy Materials to our stockholders holding through brokers or other nominees.

        We will hold the annual meeting at 10:30 a.m. Central Time on Tuesday May 13, 2008, at our principal executive offices, 333 West 11th Street, 3rd Floor, Kansas City, Missouri 64105. At the meeting, our Board of Directors will present two proposals and solicit your vote on them.

        Owning our common stock, par value $.01 per share, on the record date allows you to vote on the proposals. We have listed our common stock, our only class of voting securities, on the New York Stock Exchange.

        This Proxy Statement contains a separate report by each of the Audit Committee and Compensation Committee of our Board. The two Board committee reports are "furnished," not "filed," for Securities Act of 1934 purposes. In those reports "we," "ours," "us" or similar terms mean the committee giving the report. Otherwise, such words or "the Company" mean DST Systems, Inc. and its subsidiaries.

        This Proxy Statement references the Corporate Governance Guidelines, the Business Ethics and Legal Compliance Policy, and the charters of the Board's Audit Committee, Compensation Committee, and Corporate Governance/Nominating Committee ("Governance Committee"). You can access each of these documents at the DST website, www.dstsystems.com. We will furnish you a copy of any of these documents without charge, if you request in writing to:

DST Corporate Secretary
333 W. 11th Street, 5th Floor
Kansas City, MO 64105

1



PROPOSALS

        Our Board asks that you elect the three nominees for service on the Board and ratify the Audit Committee's selection of PricewaterhouseCoopers LLP, our independent registered public accounting firm. We do not know of any other matters on which you will vote at the annual meeting.

        Recordholders may appoint the Proxy Committee as their proxy. The Proxy Committee members are Thomas A. McCullough, our Chief Operating Officer, Kenneth V. Hager, our Chief Financial Officer, and Randall D. Young, our General Counsel and Corporate Secretary. The Proxy Committee will vote your shares as you direct.


PROPOSAL 1
ELECT DIRECTORS

        Our Bylaws divide our Board into three classes with class terms expiring each year in rotation. At each annual meeting, stockholders elect a class of directors for a full three-year term. Our Board asks you to elect Ambassador George L. Argyros, Mr. Thomas A. McDonnell, and Ms. M. Jeannine Strandjord for a three-year term expiring in 2011 or until their successors are elected and qualified. They are willing and able to continue serving as directors.

        Ambassador Argyros has served on our Board for periods totaling approximately five years. Mr. McDonnell is our Chief Executive Officer and has served on our Board for periods totaling over twenty-six years. Ms. Strandjord has served on our Board over twelve years. Ambassador Argyros and Ms. Strandjord serve on Board committees and are either serving in or retired from executive officer positions at other companies, as described in the Members and Services section beginning on page 4.

        If any Board nominee should become unavailable for election, the Proxy Committee will vote for another nominee the Governance Committee will propose. Alternatively, the Board may reduce the number of directors to be elected at the meeting.

OUR BOARD RECOMMENDS THAT
YOU VOTE FOR
AMBASSADOR ARGYROS, MR. MCDONNELL AND MS. STRANDJORD

2


PROPOSAL 2
RATIFY THE AUDIT COMMITTEE'S SELECTION
OF PRICEWATERHOUSECOOPERS

        The Audit Committee has selected PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal year 2008. Our Board requests stockholders to ratify such selection.

        PricewaterhouseCoopers will:

        PricewaterhouseCoopers served as our independent registered public accounting firm for 2007, performing professional services for us. We expect representatives of PricewaterhouseCoopers to attend the annual meeting. We will allow them to make a statement if they desire and to respond to appropriate questions. The Audit Committee may retain another independent registered public accounting firm at any time during the year if it concludes that such change would be in your best interest.

OUR BOARD RECOMMENDS THAT
YOU RATIFY THE AUDIT COMMITTEE'S SELECTION
OF PRICEWATERHOUSECOOPERS

3


THE BOARD OF DIRECTORS

MEMBERS AND SERVICE

        The following table identifies our nine directors. The Company employs Thomas A. McDonnell and Thomas A. McCullough as executive officers. We do not employ the remaining directors.

DIRECTORS

  Age
  Dates of Service on our Board
  Annual Meeting at Which Term Expires
  Service on
Committees of
our Board

  Registered
Investment Company
Directorships and
Public Company
Directorships
Other than the Company

A. Edward Allinson(2)   73   September 1995 - present

April 1977 -December 1990
  2010   Audit Governance  

George L. Argyros(3)   71   February 2006 - present

December 1998 - November 2001
(when he resigned to serve as United States Ambassador to Spain)
  2011(1)   Compensation Governance   First American Corporation

Michael G. Fitt(4)
Presiding Director
  76   September 1995 - present   2010   Audit Compensation Governance  

Robert T. Jackson(5)   62   July 2007 - present   2010   Audit
(Chairperson)
Compensation
Governance
 

Thomas A. McCullough(6)   65   January 1990 - present   2009    

Thomas A. McDonnell(7)   62   June 1972 - present   2011(1)     Blue Valley Ban Corp
Commerce Bancshares
Euronet Worldwide, Inc.
Garmin Ltd.
Kansas City Southern

William C. Nelson(8)   70   January 1996 - present   2009   Audit Compensation Governance (Chairperson)   Great Plains Energy Inc.

Travis E. Reed(9)   73   July 2002 - present   2009   Audit Compensation Governance  

M. Jeannine Strandjord(10)   62   January 1996 - present   2011(1)   Audit Compensation (Chairperson) Governance   Charming Shoppes, Inc.
Euronet Worldwide, Inc.
Six registered investment companies that are part of American Century Funds

(1)
Their terms will expire in 2011 if stockholders elect them at the 2008 annual meeting.

4


(2)
Mr. Allinson was Executive Vice President of State Street Bank and Trust Company and Executive Vice President of State Street Corporation, the parent company of State Street Bank, from March 1990 through December 1999. State Street Corporation is a financial services corporation that provides banking, trust, investment management, global custody, administration and securities processing services. From December 1999 through his retirement in October 2000, Mr. Allinson served as Chief Executive Officer and Chairman of the Board of EquiServe Limited Partnership, a stock transfer agent for publicly listed corporations which became, for a time, our wholly-owned subsidiary.

(3)
Except during his ambassadorship from November 2001 to November 2004, Ambassador Argyros has served from 1968 as Chairman and Chief Executive Officer of Arnel & Affiliates, a diversified investment company, and from 1987 as a general partner and the principal financial partner in Westar Capital, a private investment company.

(4)
Mr. Fitt was Chief Executive Officer and Chairman of GE Employers Reinsurance Corporation, a reinsurance company that has been acquired by the Swiss Re Group, from 1980 through 1992 and its President from 1979 through October 1991. He retired from GE Employers in 1992. Mr. Fitt's role as our Presiding Director is to lead private sessions of our Board at which management is not present and to receive communications from stockholders.

(5)
Mr. Jackson retired in 2006 as the principal financial officer and an administrative officer of American Century Investments, an investment management company. Prior to joining American Century in 1995, Mr. Jackson held various leadership positions in Kemper Corporation, a financial services company.

(6)
Mr. McCullough has served as our Executive Vice President since April 1987 and as our Chief Operating Officer since May 2001. His responsibilities include full service mutual fund processing, remote service mutual fund client servicing, Automated Work Distributor products, information systems, product sales and marketing, and data centers. From September 2000 through 2003, he served as Chief Executive Officer, and since September 2000 he has served as Chairman, of Boston Financial Data Services, Inc. ("BFDS") our joint venture with State Street Corporation. BFDS performs shareowner accounting services for mutual fund companies and remittance and proxy processing, teleservicing and class action administration services.

(7)
Mr. McDonnell has served as our Chief Executive Officer since October 1984, and as our President since January 1973 (except for a 30-month period from October 1984 to April 1987). He served as Treasurer from February 1973 to September 1995.

(8)
In March 2001, Mr. Nelson joined George K. Baum Holdings, Inc., an investment banking and holding company, as Chairman, George K. Baum Asset Management. In March 2000, Mr. Nelson retired from his positions as President, Kansas City Region, of Bank of America, N.A. and Chairman of Bank of America Mid-West. Mr. Nelson had served since June 1988 as an executive officer of certain banks acquired by Bank of America.

(9)
Mr. Reed is founder of Reed Investment Corporation, which acquires equity interests in various businesses, and has served as its President since 1977.

(10)
Ms. Strandjord is a retired executive of Sprint Corporation (today, Sprint Nextel Corp.), a global communications company. From September 2003 until her retirement in November 2005, she served Sprint as Senior Vice President and Chief Integration Officer. Prior to holding such office she served in various Sprint positions: Senior Vice President of Financial Services (between January 2003 and September 2003); Senior Vice President of Finance for the Global Markets Group (between November 1998 and December 2002); Senior Vice President and Treasurer (from 1990 to November 1998); and Vice-President and Controller (from 1986 through 1989).

5



COMMITTEES AND MEETINGS

        Our Board met six times in 2007. The Board appoints the members of the three Board committees: the Audit Committee, the Compensation Committee, and the Governance Committee. During 2007, the Audit Committee held four meetings, the Governance Committee held two meetings, and the Compensation Committee held five meetings.

        Each director other than Ambassador Argyros attended in 2007 at least 75% of the sum of all regular and special Board meetings that occurred during the period of the director's service and all meetings of Board committees on which the director served during such time. Our directors shall, whenever reasonably practicable, attend annual stockholders' meetings. Six of the seven directors who served at the time of the 2007 annual stockholders' meeting attended such meeting. Non-employee directors, led by Presiding Director Michael G. Fitt, meet regularly in private session without management.


INDEPENDENCE AND ACCESSIBLITY

Non-Employee Director Independence.    New York Stock Exchange standards, certain securities and tax laws, and our Corporate Governance Guidelines govern the independence of non-employee directors. A majority of our Board must be independent, and directors must be independent for purposes of Board committee service. Our Board has determined the independence for Board service and for service on their respective Board committees of each of Ms. Strandjord, Ambassador Argyros, and Messrs. Allinson, Fitt, Jackson, Nelson and Reed. As a group, they constitute a majority of the Board. To determine independence for service on the Board and the Audit Committee, the Board applied the independence standards contained in our Corporate Governance Guidelines. The Board uses the standards to determine whether a non-employee director has a material relationship with us, either directly or as a partner, stockholder or officer of an organization that has a relationship with us.

        Under the Guidelines, the Board presumes a non-employee director is independent if the director:

6


        The Guidelines are available on our website as described on page 1. They explain circumstances in which a director can be independent even though one or more of the above circumstances exist.

        The Guidelines provide that a non-employee director is independent for purposes of serving on the Audit Committee only if:

Interested Party and Stockholder Communication with Directors.    Interested parties and stockholders may communicate in writing with the Board, Presiding Director Michael G. Fitt, any director, or any group of directors such as all non-employee directors or all members of a Board committee. A vendor unaffiliated with us receives such communications and forwards them to directors. You may direct communications to the directors in care of our vendor:

Clarence M. Kelley and Associates, Inc.
Attention: Tom Dupriest/DST
7945 Flint
Lenexa, Kansas 66214

7



NON-EMPLOYEE DIRECTOR COMPENSATION

        Only non-employee directors participate in the compensation structure we describe in this section. Thomas A. McDonnell, our Chief Executive Officer, and Thomas A. McCullough, our Chief Operating Officer, do not receive such compensation.


CONSULTANT/MANAGEMENT SUPPORT TO THE COMMITTEE

        In 2003, the Compensation Committee recommended the current non-employee director compensation structure to our Board. Prior to recommending the compensation, the Compensation Committee engaged compensation consultant Deloitte Consulting LLP ("Deloitte").

        The Committee charged Deloitte with:

Twelve of the thirteen companies in this 2003 peer group for non-employee director compensation are included in a later peer group the Committee selected, as described in our Compensation Discussion and Analysis.


COMPENSATION STRUCTURE

        The Board reviewed Deloitte data, considered Board and committee members' duties and the Compensation Committee's recommendations, and approved the following:

 
   
   
   
   
  Board
Committee Meetings

   
 
   
   
  Board Meetings
   
Annual
Retainer

  DST Audit Committee Chair(1)
  Chair of Other Committees(1)
  Restricted Shares
of Our
Common Stock(2)

  In Person
  By Teleconference
  In Person
  By Teleconference
$40,000   $ 10,000   $ 5,000   $ 5,000   $ 1,000   $ 2,000   $ 500   Shares equal in value to $130,000 as of date of grant

(1)
Annual retainer for service as Chairperson.

(2)
Non-employee directors receive restricted stock on the date of each annual stockholders' meeting, and for new non-employee directors, on the date of appointment other than in connection with an annual stockholders' meeting. Subject to forfeiture for certain terminations from service and to accelerated vesting in limited circumstances, the restrictions on shares granted on the date of the Annual Stockholders' Meetings in 2004 through 2007 lapse three years from the date of grant, and the restrictions on shares granted after May 8, 2007 lapse one year from the date of grant. We issue the shares under the 2005 Non-Employee Directors' Awards Plan ("Director Award Plan").

        To address non-employee director retirement and tax planning, the Board allows non-employee directors to defer their cash compensation under the DST Systems, Inc. Directors' Deferred Fee Plan, a nonqualified deferred compensation plan. Non-employee directors may annually elect to defer all or a part of any fees earned during the next calendar year. We credit each participating non-employee director's account with the amount of fees deferred. We monthly adjust the account by a rate of return on a hypothetical investment the director selects among a limited number of choices including both long-term equity based investments and long-term income oriented investments. If the non-employee

8



director does not select hypothetical investments for all or a portion of the account, we adjust the account by an interest factor equal to a rate of return the Board selects. We continue to hold fees related to Mr. Allinson's prior service on the Board from 1977 to 1990. The fees are held in a directors' deferred fee plan that terminated effective August 31, 1995. Non-employee directors are always fully vested in their accounts.

        We will distribute a non-employee director's balance after he or she terminates Board service. We pay account balances in a lump sum but will pay in installments not to exceed ten years if the Board so allows and the director has timely elected installments pursuant to plan provisions and applicable tax laws and regulations. Non-employee directors have not made any retirement installment elections.

        We have established a grantor trust in connection with the current Directors' Deferred Fee Plan and the terminated directors' deferred fee plan. We may fund the trust equal to the sum of the payout obligations under such plans. If on or after a change in control we fail to honor obligations under such plans to a plan participant, the trust, if funded, is to distribute the required amounts to the plan participants. The trust requires us to be solvent to distribute trust accounts. Trust assets are subject to the claims of our creditors in the event of our bankruptcy. The Compensation Committee may revoke the trust until we have a change in control. The trust uses the same definition of change in control as currently used in executive compensation award agreements, summarized in note (2) beginning at page 37.

        We purchase term life insurance for non-employee directors who elect coverage. Each director who has elected coverage names the policy beneficiary. We provide spousal travel to an annual planning meeting and reimburse family entertainment at such meeting. We also allow occasional personal use of aircraft in which the Company has a fractional interest.


2007 NON-EMPLOYEE DIRECTOR COMPENSATION

 
  A
  B
  C
  D
Name

  Fees Earned
Or Paid
in Cash
($)

  Stock
Awards(1)
($)

  All Other
Compensation(2)
($)

  Total
($)

A. Edward Allinson   78,000   130,000   2,622   210,622
George L. Argyros   63,000   130,000     193,000
Michael G. Fitt   87,000   130,000   24,686   241,686
Robert T. Jackson   32,000   130,000     162,000
William C. Nelson   93,000   130,000   809   223,809
Travis E. Reed   88,000   130,000   2,622   220,622
M. Jeannine Strandjord   93,000   130,000   700   223,700

(1)
Each non-employee director other than Mr. Jackson received 1,658 restricted shares of our common stock as of the date of the 2007 annual meeting to satisfy our obligation to annually issue $130,000 of restricted stock from the Director Award Plan as part of non-employee director compensation. We determined the number of shares by dividing $130,000 by $78.43, the average of the highest and lowest reported sale price of our common stock on May 8, 2007, the date of the 2007 annual meeting. Mr. Jackson received 1,696 restricted shares in connection with his appointment to the Board. We determined the number of shares by dividing $130,000 by $76.67, the average of the highest and lowest sale price on July 31, 2007, the date of Mr. Jackson's grant. For our accounting assumptions in deriving the 2007 compensation expense amount in Column B, see note (10) to the Consolidated Financial Statements in our Form 10-K for the year ended December 31, 2007.

9


Name

  Unvested Shares
at December 31, 2007
(#)

A. Edward Allinson   6,634
George L. Argyros   3,721
Michael G. Fitt   6,634
Robert T. Jackson   1,696
William C. Nelson   6,634
Travis E. Reed   6,634
M. Jeannine Strandjord   6,634
(2)
Column C amounts consist of the following:

Non-Employee Director

  Term Life Insurance
Premiums
($)

  2007 Perquisites if Director
had Perquisites at or above
$10,000
($)(a)

  Tax Gross Ups
for 2007
Compensation
($)(b)

A. Edward Allinson   2,622    
Michael G. Fitt   2,622   18,102   3,962
William C. Nelson   809    
Travis E. Reed   2,622    
M. Jeannine Strandjord   700    

10



BOARD COMMITTEE MATTERS AND REPORTS

AUDIT COMMITTEE

        We identify Committee members in the Members and Service table on page 4. Committee members serve staggered three-year terms corresponding with their terms as directors. As described in the Audit Committee charter, the Committee is responsible for:

        Our Board has determined that Ms. Strandjord, who is independent under the standards referenced beginning at page 6, is an "audit committee financial expert" as defined in securities regulations. Other members of the Audit Committee may also qualify as audit committee financial experts under the regulations. No Committee member serves on more than two other public company audit committees.


Audit Committee Report

        We reviewed and discussed the Company's consolidated financial statements with management and PricewaterhouseCoopers LLP, DST's independent registered public accounting firm. PricewaterhouseCoopers gave us its opinion, and management represented, that the Company prepared its consolidated financial statements in accordance with generally accepted accounting principles. We discussed with the Company's independent registered public accountants the matters that Statement on Auditing Standards No. 61 (Communication with Audit Committees), as amended require the Committee and the auditors to discuss.

        PricewaterhouseCoopers gave us the written disclosures and the letter required by Independence Standards Board Standard No. 1 (Independence Discussions with Audit Committees). We also discussed with PricewaterhouseCoopers its independence from management.

        Based on the above discussions, we recommended to the Board that the audited consolidated financial statements be included in the Company's Annual Report on Form 10-K for the year ended December 31, 2007.

THE AUDIT COMMITTEE
Robert T. Jackson, Chairperson
A. Edward Allinson
Michael G. Fitt
William C. Nelson
Travis E. Reed
M. Jeannine Strandjord

11



COMPENSATION COMMITTEE

Committee Structure.    We identify Committee members in the Members and Service table on page 4. Committee members serve one-year terms. As described in the Compensation Committee charter, the Committee is responsible for:

Compensation Processes and Procedures.    This section describes the Committee's written policies and procedures for determining executive and non-employee director compensation.

        Executive Officer Compensation Practices.    The Committee is responsible for and has the authority to determine the components of executive officer compensation. The Committee seeks to provide competitive compensation packages that include cash and non-cash as well as short-term and long-term components. It also seeks to tie a portion of executive officer compensation to whether we achieve Company performance goals.

        At least every other year, the Committee reviews executive officer compensation. For each review, the Committee may consider, and decide the weight it will give to, any combination of the following:

        The Committee may request our Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, Human Resources Officer, General Counsel, or other management to recommend

12



compensation package components, to communicate hiring and retention concerns and business unit personnel needs, and to provide:

The Committee relies on our Chief Financial Officer, Human Resources Officer, General Counsel, and other management to implement executive officer compensation decisions and adopt appropriate compensation procedure internal controls.

        The Committee develops the criteria for evaluating Chief Executive Officer performance and privately and annually reviews his performance against such criteria. The Chief Executive Officer periodically and privately discusses the Chief Operating Officer's performance with the Committee. The Chief Executive Officer and the Chief Operating Officer periodically and privately discuss with the Committee their views of the performance of the other executive officers. The Committee may review human resources and business unit records, contact any officer about the performance or responsibilities of any other officer, and obtain from the Corporate Secretary responses by executive officers to an annual ethics policy compliance questionnaire.

        Our Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, or General Counsel contacts the Chairperson of the Committee with any proposed separation arrangement for an executive officer involuntarily terminating employment. The Committee Chairperson discusses the arrangement with a majority of Committee members. She reports the Committee's determination regarding the proposed arrangement to management and makes a record of such determination at the next regularly scheduled Committee meeting.

        The Committee may retain, at Company expense, an independent compensation consultant to advise the Committee on executive compensation practices and trends and to assist the Committee with any determination it will make under these procedures. The Committee selects, engages and instructs the consultant and may rely on our Chief Financial Officer, Corporate Secretary, or other management to coordinate the consultant's work.

        Compensation to named officers for 2007 was based partially on the same data provided by our compensation consultant used to determine 2005 and 2006 compensation. In late 2004, the Committee engaged Deloitte to develop competitive pay benchmarks for the salaries, bonuses, long-term incentives, and total direct and total cash compensation of Company executive officers. Deloitte made recommendations with regard to five-year upfront grants of performance vested restricted stock, incentive compensation levels, and 2005 and 2006 base salaries. In late 2005, the Committee engaged Deloitte to recommend the terms and conditions of the employment agreements of Messrs. McDonnell and McCullough. The Compensation Discussion and Analysis further describes Deloitte's work for the Committee. Deloitte recommends appropriate benchmarks and compensation increases for executive officer compensation to the Committee but does not determine individual compensation adjustments.

13


        Non-Employee Director Compensation Practices.    The Committee recommends components of non-employee director compensation to the Board. Our Board is responsible for and has the authority to determine the components of non-employee director compensation.

        In determining when to review non-employee director compensation, and whether to recommend that the Board modify it, the Committee may consider, and decide the weight it will give to, any combination of the following:

        The Committee may request our Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, Human Resources Officer, General Counsel, or other management to provide:

The Committee and the Board rely on our Chief Financial Officer, Human Resources Officer, General Counsel, and other Company management to implement director compensation decisions and adopt appropriate compensation procedure internal controls.

        The Committee may retain, at Company expense, an independent compensation consultant to conduct a peer review or to advise the Committee on director compensation practices and trends. The Committee selects, engages, and instructs the consultant. The Committee may rely on our Chief Financial Officer, Corporate Secretary, or other management to coordinate the consultant's work.

        In late 2003, the Committee engaged Deloitte to report on competitive compensation benchmarks for the fees and equity compensation of non-employee directors. The Non-Employee Director Compensation section beginning at page 8 further describes Deloitte's non-employee director compensation work for the Committee. Deloitte recommends to the Committee non-employee director compensation alternatives based on the market data but does not determine such compensation.

14



Compensation Committee Report

        We reviewed and discussed with management the Compensation Discussion and Analysis section of this Proxy Statement. Based on such review and discussion, we recommended to the Board that this Proxy Statement include the Compensation Discussion and Analysis.

THE COMPENSATION COMMITTEE
M. Jeannine Strandjord, Chairperson
George L. Argyros
Michael G. Fitt
Robert T. Jackson
William C. Nelson
Travis E. Reed

15



GOVERNANCE COMMITTEE

Committee Functions and Structure.    We identify Committee members in the Members and Service table on page 4. Committee members serve one-year terms. As described in the Governance Committee charter, the Committee is responsible for:


Director Nomination Matters.    In recommending nominees to the Board, the Governance Committee identifies candidates who meet the current challenges and needs of the Board. The Committee identifies and evaluates nominees through multiple sources including Board and management referrals. The Committee may seek input from third-party executive search firms. It did not use a search firm to recommend the nominees for the 2008 stockholders' meeting (Ambassador Argyros, Mr. McDonnell and Ms. Strandjord). It will consider director nominees timely proposed by stockholders in a written notice and evaluate stockholder nominees for director in the same manner it evaluates other nominees, which includes considering and giving weight to input about a nominee from management or incumbent directors.

        In recommending a director nominee (including an incumbent director), the Governance Committee considers, among other factors:

        Additionally, in recommending an incumbent director for re-election, the Committee considers:

Related Person Transaction Procedures.    Written policies and procedures adopted by the Governance Committee address Committee review of transactions of $120,000 or more between the Company and a third party in which a "related person" has a direct or indirect material interest. A "related person" is a director, executive officer, 5% or more stockholder, or immediate family member of any such person. Our Corporate Secretary reviews responses to director and officer questionnaires to determine whether any related person has, or during the relevant period has had, a direct or indirect material interest in a

16



related person transaction and reports any actual or potential related person transaction to the Chairperson of the Governance Committee. For each such reported transaction, the Committee considers whether the related person serves on a Board committee and if so, whether such continued service is appropriate under securities regulations pertaining to such committee. The Committee determines whether to ratify the transaction considering:

If the Committee does not approve or ratify a transaction, it discusses with management a strategy for terminating the transaction or modifying the structure of the transaction.

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BENEFICIAL OWNERSHIP

        As of the record date (March 14, 2008), we had 56,747,451 shares of our common stock outstanding, including 2,760,218 shares of unvested restricted stock. The following table provides record date information concerning the beneficial ownership of such common stock by stockholders who have publicly filed a report acknowledging they own more than 5% of our outstanding common stock, our non-employee directors, our executive officers named in the Summary Compensation Table ("named officers"), and all of our non-employee directors and executive officers as a group.

Name and Address

  Shares of our
Common Stock(1)

  Percent
of Class(1)

George L. Argyros(2)(8)(9)
Director
  8,855,997   15.6
Wellington Management Company, LLP(3)   4,496,207   7.9
T. Rowe Price Associates, Inc. ("Price Associates")(4)   4,004,063   7.1
Iridian Asset Management, LLC, The Governor and Company of the Bank of Ireland, BIAM Holdings, BancIreland (US) Holdings, Inc., BIAM (US) Inc.(5)   3,745,240   6.6
Marshall & Ilsley Corporation ("M&I"), parent of benefit plans trustee(6)   3,257,504   5.7
Thomas R. Abraham(9)
Chief Executive Officer of DST International(7)
  45,000   *
A. Edward Allinson(8)(9)
Director
  125,973   *
Michael G. Fitt(8)(9)
Director
  39,517   *
Kenneth V. Hager(9)
Vice President, Chief Financial Officer and Treasurer
  532,351   *
Robert T. Jackson(8)(9)
Director
  1,696   *
Thomas A. McCullough(9)
Executive Vice President and Chief Operating Officer, Director
  522,379   *
Thomas A. McDonnell(9)
President and Chief Executive Officer, Director
  2,459,402   4.2
William C. Nelson(8)(9)
Director
  88,483   *
Travis E. Reed(8)(9)
Director
  33,012   *
M. Jeannine Strandjord(8)(9)
Director
  78,532   *
Steven J. Towle(9)
President and Chief Executive Officer of DST Output, LLC(7)
  127,085   *
All Executive Officers and Directors as a Group (17 Persons)(9)   13,902,005   23.4

*
Less than 1% of our outstanding common stock.

(1)
As required by securities regulations, the number of shares shown includes exercisable options, and the percentage for each person or group is based on the number of shares outstanding as of the record date plus exercisable options. Except as otherwise stated in these notes, the holders have sole power to vote and dispose of the shares.

(2)
Ambassador Argyros' address is c/o Arnel Development Company, 949 South Coast Drive, Suite 600, Costa Mesa, California 92626. We based information with respect to Ambassador Argyros and his beneficial ownership on a Form 4 filed May 9, 2007. Ambassador Argyros reports

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(3)
Wellington Management Company, LLP is located at 75 State Street, Boston, Massachusetts 02109. We based information with respect to Wellington and its beneficial ownership on an Amendment No. 1 dated February 14, 2008 to a Schedule 13G filed February 14, 2007. Wellington Management may be deemed to beneficially own the shares in its capacity as investment advisor. It shares power to vote or direct the vote of 2,910,295 of the shares and shares power to dispose or to direct the disposition of all the shares.

(4)
Price Associates is located at 100 E. Pratt Street, Baltimore, Maryland 21202. We based information with respect to Price Associates and its beneficial ownership on Amendment No. 2 dated February 14, 2008, to a Schedule 13G dated February 14, 2007. The Amendment No. 2 reports that Price Associates has sole dispositive power over the shares and sole voting power over 771,000 of the shares. Amendment No. 2 and an accompanying letter sent to us state:

    various individual and institutional investors served by Price Associates as investment adviser own the shares, and they have the ultimate power to direct receipt of any dividends and proceeds from the sale of the securities

    Price Associates has power to direct investments and/or sole power to vote the securities

    securities law reporting requirements deem Price Associates a beneficial owner of such securities but Price Associates expressly disclaims beneficial ownership of such securities.

(5)
Iridian Asset Management LLC is located at 276 Post Road West, Westport, Connecticut 06880-4704. We based information with respect to Iridian and its beneficial ownership on Amendment No. 1 dated February 4, 2008 to a Schedule 13G dated February 5, 2007. Iridian shares voting power and dispositive power of all the shares with The Governor and Company of the Bank of Ireland, BIAM Holdings, BancIreland (US) Holdings, Inc., and BIAM (US) Inc., each of which has a direct or indirect interest in Iridian.

(6)
M&I is located at 770 North Water Street, Milwaukee, Wisconsin 53202. We based information with respect to M&I and its beneficial ownership on an Amendment No. 3 dated February 13, 2008 to Schedule 13G dated February 11, 2005. M&I has the sole power to vote or direct voting, but disclaims beneficial ownership of 29,106 shares. M&I has the shared power to dispose or direct disposal of 3,228,398 shares which are held in one or more employee benefit plans, and the

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(7)
DST International and DST Output entities are direct and indirect wholly-owned subsidiaries of the Company.

(8)
The Board has a guideline that, within a reasonable period of time after a non-employee director's initial appointment or election to the Board, the director is expected to beneficially own common stock. The Board expects that the fair market value of the stock equal or exceed three times the annual minimum cash retainer for serving as a Board member. Restricted stock counts toward the expected ownership. The Board will take personal circumstances into account in applying this guideline.

(9)
The total number of shares shown in the Beneficial Ownership table consists of the following:

 
  Restricted
Shares(a)

  Right to
receive
shares(b)

  Issued,
Directly Held,
Unrestricted
Shares(c)

  DST Shares in DST Employee Stock Ownership Plan accounts
  DST Shares in DST 401(k) accounts
  Miscellaneous indirect holdings(d)
  Shares that may be acquired through option exercises
Thomas R. Abraham   45,000     0        
A. Edward Allinson   6,634     49,899         69,440
George L. Argyros   3,721     4,695,850       4,156,426  
Michael G. Fitt   6,634     32,883        
Kenneth V. Hager   50,500   1,954   110,632   27,046       342,219
Robert T. Jackson   1,696     0        
Thomas A. McCullough   137,800   5,028   379,551        
Thomas A. McDonnell   200,500   9,015   672,395         1,577,492
William C. Nelson   6,634     18,079       200   63,570
Travis E. Reed(e)   6,634     2,714       8,664   15,000
M. Jeannine Strandjord   6,634     16,008         55,890
Steven J. Towle   86,400     4,503     231   1,136   34,815
Executive Officers and Non-Employee Directors as a Group(e)   821,287   17,442   6,091,417   56,789   1,092   4,169,742   2,744,236

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INSIDER DISCLOSURES

Compensation Committee Interlocks and Insider Participation.    Board member and Chief Operating Officer Thomas A. McCullough is a non-executive officer of BFDS, our joint venture with State Street Corporation. Although Mr. McCullough and certain other of our officers and directors are members of the BFDS board of directors, no compensation committee interlocks exist. BFDS uses our mutual fund shareowner accounting and recordkeeping system and services as a remote services client. Certain of our subsidiaries provide printing, mailing and other services and license software to BFDS and its subsidiaries. For 2007, we had consolidated revenues of $134.8 million from BFDS and its subsidiaries. We also entered into a related party promissory note with BFDS on March 1, 2006. The agreement provides for unsecured revolving borrowings by us of up to $100 million and matures on July 1, 2010. The amount outstanding under this loan agreement was $100 million at December 31, 2007. For the year ended December 31, 2007, we recorded interest expense related to the loan of $4.4 million.

Related Person Transactions.    We purchase printing, binding and distribution services from On Demand Technologies, Inc. in which our director and Chief Executive Officer Thomas A. McDonnell has a 13.5% interest. We paid On Demand Technologies $0.3 million for services during 2007. The Governance Committee has approved such relationship, concluding that On Demand Technologies provides services different in scope and type than the services our internal printing and mailing business provides and that its pricing is competitive.

Beneficial Ownership Reporting Compliance.    The securities regulations require our non-employee directors, certain of our officers, and each person who owns more than 10% of our common stock to file ownership reports with the Securities and Exchange Commission and the New York Stock Exchange. Based on our review of the reports, and our officers' and directors' written representations to us, we believe our reporting persons timely filed their 2007 required reports for transactions occurring during 2007. However, our director Travis Reed discovered during 2007 that he had not reported his indirect ownership of his spouse's shares on his Form 3 filed in 2002 and in subsequent ownership reports on Form 4. He amended the Form 3 during 2007. He disclaims beneficial ownership of the shares.

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INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Engagement.    PricewaterhouseCoopers LLP served as our independent registered public accounting firm as of and for the year ended December 31, 2007. PricewaterhouseCoopers LLP performed professional services in connection with the audit of our consolidated financial statements and internal control over financial reporting and the review of reports we filed with the Securities and Exchange Commission. It also reviewed control procedures of our mutual fund processing services and provided us certain other accounting, auditing and tax services.

        PricewaterhouseCoopers fees for services related to 2007 and 2006 were as follows:

Type of Fees

  2007($)
  2006($)
Financial Statement Audit Fees   3,186,590   2,560,809
Audit Related Fees(1)(2)   1,601,285   1,758,812
Tax Fees(1)(3)   1,886,572   1,715,185

(1)
The Audit Committee has determined that the provision of these services is compatible with maintaining the independence of PricewaterhouseCoopers.

(2)
A total of $1,541,285 of the 2007 amount and $1,703,812 of the 2006 amount was for attest services relating to Statement of Auditing Standards No. 70 reports and other controls reviews and $60,000 of the 2007 amount and $55,000 of the 2006 amount was for financial statement audits of employee benefit plans.

(3)
A total of $1,259,088 of the 2007 amount and $792,548 of the 2006 amount was for U.S. federal, state and local tax planning and compliance and $627,484 of the 2007 amount and $922,637 of the 2006 amount was for international tax planning and compliance.

Engagement Procedures.    Audit Committee procedures prohibit the Committee from engaging an independent registered public accounting firm to perform any service it may not perform under the securities laws. The Audit Committee must pre-approve the independent registered public accounting firm's annual audit of our consolidated financial statements. The procedures require the Committee or its Chairperson to pre-approve or reject any other audit or non-audit services the independent registered public accounting firm is to perform. The Committee has directed that its Chairperson, with the assistance of our Chief Financial Officer, present and describe at regularly scheduled Audit Committee meetings all pre-approved services. The Committee has required management to present services for pre-approval within a specified period in advance of the date the services are to commence. The Committee regularly examines whether the fees for audit services exceed estimates. Securities regulations waive pre-approval requirements for certain non-audit services if their aggregate amount does not exceed specified amounts we pay to the independent registered public accounting firm. The procedures require the Committee or its Chairperson to approve, prior to completion of the audit, any services subject to this waiver. We have not applied the waiver to a non-audit service. The Audit Committee pre-approved all services PricewaterhouseCoopers LLP rendered to us and our subsidiaries for 2007.

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COMPENSATION DISCUSSION AND ANALYSIS

        The Compensation Committee determines compensation for the named officers listed in the Summary Compensation Table. Named officers include Thomas A. McDonnell, our Chief Executive Officer, and Kenneth V. Hager, our Chief Financial Officer. They also include our three executive officers other than the Chief Executive Officer and Chief Financial Officer receiving the highest total compensation for 2007: Thomas A. McCullough, our Chief Operating Officer, Thomas R. Abraham, the Chief Executive Officer of DST International, and Stephen J. Towle, the Chief Executive Officer of DST Output.


COMPENSATION OBJECTIVES

        The Committee's primary objectives for its named officer compensation program are described in the following table:

OBJECTIVE

  THE COMMITTEE'S GENERAL METHODS OF ACHIEVEMENT ARE TO:
  TO ACHIEVE OBJECTIVE, THE COMMITTEE:
Align named officer and stockholder interests   Include, as a significant component of compensation, awards that tie vesting to achievement of short- and long-term financial and strategic objectives   •  Grants Incentive Program awards(1) that constitute a significant portion of named officer compensation if goals are achieved and that are tied to sustained increases in diluted earnings per share ("EPS") and/or to achievement of business unit objectives
•  Granted, in 2004, restricted stock for the period of 2004-2009 that vests only upon achievement of a diluted EPS target and named officer continued employment ("upfront restricted stock")(1)



Attract and retain quality leadership

 

•  Periodically examine peer group and general industry survey data; structure compensation packages with the goal that total direct compensation and total cash compensation are in approximately the 75th percentile of the combined peer group and general industry survey data if we achieve target goals, and approximately the 90th percentile of such data if we achieve maximum goals(2)
•  Incorporate a significant "at risk" component into compensation packages so that potential compensation is attractive and incents named officers to remain in our employ through successive, rolling vesting periods

 

•  Strives to stay within such percentile ranges, providing a combination of:
    •  Base salaries(1)
    •  Incentive Program awards that provide named officers with significant compensation if we achieve performance goals and include, as a component of incentives at certain levels of goal achievement, a deferred cash award that is generally forfeited if the named officer voluntarily terminates employment prior to the end of the vesting period(1)
    •  Upfront restricted stock for the period 2004-2009 to establish a level equity compensation cost over several years and to aid in executive retention over a reasonably lengthy period
•  Includes separation pay provisions in employment agreements that minimize the risk to the named officer of involuntary termination of employment(1)
•  Has awarded expatriate assignment benefits and a signing bonus to attract a named officer to our employ(3)

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Promote the health and welfare of the named officers and their commitment to the Company

 

•  Protect named officers against health crises and protect their families in the event of their deaths
•  Provide a level of financial diversification of unvested awards
•  Provide programs under which named officers can save for retirement
•  Provide benefits that balance the Board's flexibility in making management changes with protection of named officers in the event of involuntary termination of employment
•  Reasonably promote the convenience of the named officers in the performance of their duties for the Company

 

Has provided:
•  Health, life and disability insurance programs(1)
•  Deferred cash rather than restricted stock as the deferred component of Incentive Program awards so that Company stock is not the only long-term component of compensation
•  Employment agreements that contain separation pay obligations to minimize the risk to the named officer of involuntary termination of employment
•  Qualified and non-qualified deferral plans and programs that allow named officers to accumulate funds on a tax-deferred basis for their retirement and to have emergency funds available should employment terminate pre-retirement(1)
•  Full or partial accelerated vesting of awards upon retirement and in certain other circumstances(1)
•  Reasonable but limited perquisites(1)



Maintain a level of equity grants that do not, in the Committee's opinion, cause excess dilution and expense over time

 

Establish target aggregate expense levels for equity compensation as a percentage of pre-tax income

 

Determined the aggregate number of shares of upfront restricted stock it would grant in 2004 with the objective that equity compensation to all employees, considered over the grant period, should approximate no more than 6% to 7% percent of consolidated annual pre-tax income(4)



Provide stability to the Company and limited protection to the named officers in a change in control

 

Design change in control protections in employment and award agreements to:
•  Preserve our ability to compete for executive talent in the event of a change in control
•  Further stability during a change in control by encouraging our executives to cooperate with and achieve a change in control approved by the Board, without being distracted by the possibility of termination or demotion following the change in control
•  Provide our executives with change in control severance benefits similar to those in place at other companies
•  Make it potentially more expensive for an acquirer to dismiss one of our executives rather than one of its own executives

 

•  Has included in named officer employment agreements separation pay obligations in the event of a termination without cause or resignation for good reason within the three years following a change in control
•  Has provided for
pro rata vesting of upfront restricted stock upon a change in control that is not followed by a termination of employment, and full vesting of the remaining unvested stock upon a change in control that is followed within three years by a termination of employment without cause or a resignation for good reason
•  Has provided for accelerated vesting of deferred cash awards upon a change in control followed by a termination of employment without cause or a resignation for good reason

24



Structure compensation, if feasible in view of other objectives, so that the Company can obtain maximum deductibility of compensation expenses

 

Include as a part of compensation packages performance-based components that are designed to meet the requirements of Section 162(m) of the Internal Revenue Code(5)

 

•  Bases Incentive Program awards on the achievement of performance goals
•  Incorporated a performance hurdle into upfront restricted stock granted in 2004
•  Has obtained stockholder approval of the 2005 Equity Incentive Plan under which upfront restricted stock and Annual Incentive Program awards are granted
•  Considered 162(m) ramifications in partially terminating the Supplemental Executive Retirement Plan ("SERP") and a previous ERISA excess plan(1)

(1)
The following elements are described in separate sections beginning at the pages indicated:

base salaries (page 30)

Annual Incentive Program awards (page 31)

upfront restricted stock (page 34)

perquisites (page 35)

insurance benefits (page 35)

ERISA excess and other deferral plans and programs (page 35)

separation from service and change in control terms and conditions of awards and employment agreements (page 37).
Element

  Reason

Base Salaries   Base salaries should provide the named officer with a minimum level of annual pay, irrespective of payouts under our 2005 Equity Incentive Plan.

Annual Incentive Program Awards

 

Annual incentive awards are tied to performance in a particular period. Tying incentive opportunity levels to other unearned awards would undermine the objective of incenting performance for the current performance period.

Upfront Restricted Stock

 

The grants are for a period of time, and grants for prior periods should not affect the level of compensation for the current period.

Perquisites; Insurance Benefits; and Retirement, Termination and Change in Control Provisions

 

The objectives given above for these compensation elements would not be served if the benefits were tied to amounts realizable from prior awards.

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(2)
Total cash compensation is base salary plus the current cash portion of incentive awards. Total direct compensation is the combination of base salary, annual incentive awards, and annualized upfront equity awards. The Committee set the total cash compensation targets and total direct compensation targets in the upper quartile because:

a significant portion of named officer compensation is at risk

the highly competitive nature of our industry warrants higher levels of potential compensation to allow us to attract and retain the quality leadership needed for continued success

companies that achieve similar levels of performance over a period of time are generally ranked in the upper quartile of total direct and total cash compensation ranges.
(3)
The Committee provides Mr. Abraham expatriate benefits related to his agreement to work for us in the United Kingdom and authorized a $500,000 signing bonus, each as part of its efforts to recruit him as Chief Executive Officer of DST International. The Committee believes that expatriate benefits are fair and that the signing bonus was reasonable given the climate in which the recruitment occurred and the importance of the position. Mr. Abraham's employment agreement requires him to return a pro rata portion of the signing bonus if his employment terminates either voluntarily or for cause in his first two years with the Company.

(4)
Establishing such levels allows the Committee to keep equity grants from causing what it would consider excessive dilution and expense over time. Because the grant cliff vests at the end of the five-year vesting period if we employ the named officer on such date and if we have achieved the consolidated EPS performance goal, we are spreading the grant cost evenly over the requisite vesting period. Whether the upfront restricted stock expense over the period will approximate benchmark levels adopted as part of the Committee's compensation objectives is subject to changes in earnings about which we are making no representations or assurances.

(5)
Section 162(m) of the Internal Revenue Code limits our deductions for federal income tax purposes of compensation expenses exceeding $1 million paid to certain named officers other than performance-based compensation that meets the requirements of Section 162(m). The Committee has been advised that Section 162(m) deductibility limits do not apply to Mr. Abraham's compensation because we do not claim a deduction on our U.S. tax return for his compensation. The Committee cannot make assurances that named officer compensation will be fully deductible.

26



CONSULTANT/MANAGEMENT SUPPORT TO THE COMMITTEE

        The Committee did not specifically engage Deloitte in connection with 2007 named officer base salary compensation. The Committee determined certain 2007 base salaries based in part on inflationary increases over 2005 and 2006 base salaries, for which Deloitte provided information in late 2004. Deloitte advised us in late 2005 regarding the terms and conditions of employment agreements for Messrs. McDonnell and McCullough, which govern their 2007 compensation.

        To obtain such reports and advice, the Committee charged Deloitte with:

At the Committee's direction, the Company provided Deloitte with financial data, peer group identification information, potential share dilution information, drafts of the employment agreements for Messrs. McDonnell and McCullough, and access to the Company's Human Resources Department, General Counsel, and benefits and securities law counsel.

        The peer group used for such benchmarking included the following companies:

27



Deloitte also provided the Committee with general industry survey data from hundreds of comparably sized companies in addition to our peer group. Deloitte focused on positions similar in scope to our executive officer positions. Deloitte used peer group and general industry data in tandem to confirm its benchmarking analysis and applied a regression formula in order to meaningfully compare general industry and Company compensation levels.

        Deloitte affiliates have provided certain tax related or financial advisory services to the Company. The Committee believes that, given the scope and nature of these projects, the additional assignments did not impair Deloitte's ability to provide an independent perspective to the Committee.

        In determining 2007 compensation for Messrs. Hager, Towle and Abraham, the Committee received input from our Chief Executive Officer, Chief Operating Officer, and Chief Financial Officer regarding:

        The Company's General Counsel drafted the employment agreements of Messrs. McDonnell, McCullough and Abraham pursuant to the instructions of the Committee. The General Counsel made recommendations to the Committee regarding the advisability of the legal terms and conditions of such employment agreements. Mr. Hager's employment agreement predates the existence of the Committee, and Mr. Towle does not have an employment agreement.

28



OVERVIEW OF 2007 COMPENSATION

        The following summary shows named officer compensation actions taken for 2007:

Thomas A. McDonnell and Thomas A. McCullough

        Their 2007 compensation components and levels of base salary and incentive compensation were the same as for 2006 except for the special contribution to their SERP accounts.*


Kenneth V. Hager and Stephen J. Towle

        Their 2007 compensation components were the same as for 2006 except for the special contributions to their SERP accounts* and for a 4.3% inflationary increase to their 2006 base salaries.


Thomas R. Abraham

        The Committee determined his compensation components and levels in connection with his hire and the negotiation of his employment agreement during 2007. He also received the SERP special contribution.*


*
Described beginning at page 36.

        For all named executive officers, including the Chief Executive Officer and Chief Operating Officer, the Compensation Committee applies the same compensation objectives and reviews the same compensation general industry and peer group survey data to evaluate market rates of compensation.

        The 2007 overall compensation of, and individual compensation components for, Messrs. McDonnell and McCullough, exceeded that of the other named executive officers primarily because market compensation rates of base salary and other components for chief executive officers and chief operating officers exceed the market rates and components for other named executive officer positions. The long tenure with the Company of approximately 38 years for Mr. McDonnell and 20 years for Mr. McCullough, sustained long-term individual performance, and level of responsibility of each chief officer have also factored over time into their base salaries and incentive opportunity levels.

29



BASE SALARIES

Factors in Determining Base Salaries.    In setting base salaries, the Committee:

        The Committee does not follow a precise formula that base salaries should constitute a certain percentage of overall compensation or that base salaries should fall within a specific percentile rage of peer group and general industry survey data. The Committee considers whether individual base salaries reflect responsibility levels and are reasonable, competitive and fair. The Committee also considers its total direct compensation and total cash compensation objectives stated on page 23.

Named Officer Base Salaries.    In setting 2007 base salaries for named officers Kenneth V. Hager and Stephen J. Towle, the Committee made a cost-of-living adjustment to 2005 and 2006 salaries. In setting Mr. Abraham's base salary, the Committee considered his significant expatriate assignment benefits.

        The Committee reviewed the base salaries of Messrs. McDonnell and McCullough when their previous employment agreements expired at the end of 2005. In connection with such review, the Committee engaged Deloitte in late 2005 to update the general industry survey data and peer group data.

        When it approved Mr. McCullough's employment agreement in late 2005, the Committee increased his base salary for 2006 and 2007 by 15% from 2004 and 2005 levels, based on:

30


        When it approved Mr. McDonnell's employment agreement in late 2005, the Committee increased his base salary for 2006 and 2007 by approximately 30% from 2004 and 2005 levels, based on:


ANNUAL INCENTIVE PROGRAM COMPENSATION

        Under the Annual Incentive Program, the Committee may grant annual incentive awards based on whether the Company or business units achieve certain goals set by the Committee. The amount and components of the award depend on whether and to what degree the Company or business unit achieves goals, and the percentages of base salary (we refer to them as opportunity levels) that the named officer is eligible to receive as an incentive award.

Goal Setting.    The 2005 Equity Incentive Plan requires the Committee to set goals for named officer annual incentives within the first ninety days of a performance year and governs the Committee's flexibility in determining whether we achieved our goals. The Committee sets both annual and cumulative goals because it believes the relationship between historical and future achievement should affect the degree of difficulty of combined goal achievement each year.

        For each performance year, the Committee establishes annual and three-year cumulative threshold, target and maximum EPS goals for the Company's corporate officers, which include Messrs. McDonnell, Hager and McCullough. Half of any incentive award to them is based on performance against an annual EPS goal, and half is based on performance against a cumulative EPS goal. The Committee selected EPS goals because they directly align named officer and shareholder interests.

        Used in tandem, annual and cumulative goals allow the Committee to encourage the achievement of current year performance as well as sustained multi-year growth. The Committee sets the cumulative EPS goals each year of the three-year period in advance of certifying achievement of any annual goal for the three-year period. Incentive awards will decrease if the cumulative goal is not met, even if the annual goal was met at the maximum level. Lack of annual goal achievement during any of the three years will impede cumulative goal achievement.

        In setting annual EPS goals, the Committee generally considers our mix of businesses, competitive outlook, annual capital expenditures and short-term strategy objectives in determining appropriate earnings objectives for the specific year. In setting cumulative EPS goals for a prospective three-year period, the Committee considers long-term strategic objectives and the possibility that, over the

31


long-term, results for a certain year could exceed or fall below the desired annual growth targets and that a cumulative goal should have the effect of offsetting the impact of significant year to year fluctuations in named officer incentive compensation as a result of performance toward annual goals. The Committee intends the combination of annual and cumulative goals to reflect sustained performance over time consistent with management's and the Board's emphasis on long-term shareholder value. The Committee seeks to set goals that, if met, would position Company results in the upper percentiles of public company results.

        For each performance year for business unit Annual Incentive Program participants, the Committee bases incentive awards on a combination of business unit and/or Company goals. The combination depends on the extent to which the Committee seeks to emphasize business unit goals compared to overall Company goals. For 2007, DST International annual and cumulative three-year pretax income goals applied to Mr. Abraham, as the Committee sought to emphasize and incent performance of a separate business unit where the customer relationship and success factors were not directly related to Company operations. The Company cumulative EPS goal and a DST Output annual pre-tax income goal applied to Mr. Towle, as the success of the DST Output business is connected to the success of the Company's business through combined customer relationships and operating facilities. The respective awards of Messrs. Abraham and Towle depended half on each goal applicable to their business units.

        The Committee generally seeks to require the growth in diluted EPS to be at a rate at least comparable to other companies with similar products and services. It also seeks to increase the difficulty of goal achievement by the named officer's opportunity levels as follows:

Goal Level

  Expected Conditions Under Which Goals Would be Met
Threshold   Unless adverse business conditions occur

Target

 

If we execute strategic business plans and if business conditions are reasonable

Maximum

 

If we execute strategic business plans more effectively and market conditions are better than we expect

        Various factors could cause actual results to vary from performance goals, and in light of these variables it is not possible for the Committee to reliably quantify differences in difficulty among the various achievement levels. The Committee does not perform a statistical analysis to predict future achievement based on historical goal achievement. Rather, the Committee seeks to set goals it believes will incent participant performance at levels that would achieve Board objectives, and will cause payouts of incentive compensation at levels over time that further its purpose of retaining executives and linking pay to performance.

        The Committee finalized the 2007 cumulative EPS goals applicable to Messrs. McDonnell, Hager, McCullough, and Towle and the annual EPS goal applicable to Messrs. McDonnell, McCullough and Hager in November 2005, the business unit annual pre-tax income goal applicable to Mr. Towle in February 2007, and the business unit cumulative and annual pre-tax income goals applicable to Mr. Abraham in October 2006.

        We do not disclose the actual goals because they are confidential business information. We believe that they are immaterial to an understanding of the Committee's executive compensation policies and decisions and that the reasons not to disclose them are compelling. One reason is that disclosure of the goals, or any one of them, could cause substantial economic harm to our competitive position.

Annual Incentive Opportunity Levels.    The Committee determines the percentage of each named officer's base salary to be awarded as an incentive at each level of goals we meet. The Committee does

32



not follow a precise formula to cause incentives awards to constitute a certain percentage of overall compensation. However, the Committee does consider its total direct compensation and total cash compensation objectives set forth on page 23.

        Named officer incentive opportunity levels are:

Named Officer

  Opportunity Level % of Base Salary
  Threshold
  Target
  Maximum
Thomas A. McDonnell   100   200   300
Thomas A. McCullough   90   180   270
Messrs. Hager, Abraham and Towle   50   100   150

        The Committee selected the percentages based on the total cash and total direct compensation objectives, on executive officer retention considerations, and on the officer's position level, rather than on individual performance.

Annual Incentive Award Determinations.    The 2005 Equity Incentive Plan requires the Committee to certify, no later than 90 days following the performance year, the degree to which goals were met for the performance year. The Committee grants awards on the same date it determines goal certification, and cash incentives are paid no later than March 15 of the year following the performance year. We average payout levels of the two goals applicable to each named officer to determine an aggregate percentage of salary that will dictate the amount of the award.

        The Plan governs the Committee's flexibility in determining whether the Company or business units met goals. The Plan allows the Committee to adjust the degree to which it determines we attained pre-established goals. It does not allow the Committee to upwardly adjust named officers' performance-based awards. The Committee did not exercise discretion in determining goal achievement for any of the Company or the business units and did not adjust determinations of goal achievement for 2007 awards to the named officers. The Committee determined that the Company and DST Output met their respective maximum goals, but that DST International met neither its annual nor cumulative threshold goal. The Committee nevertheless determined to award Mr. Abraham a discretionary non-performance based bonus, as shown in the Summary Compensation Table, in recognition of his individual performance in leading the business unit and the fact that transition to new leadership, including associated costs, impacted DST International's performance toward its goals.

Award Deferral.    The Committee requires deferral of half of the award attributable to performance above the threshold level. Subject to forfeiture and to accelerated vesting in limited circumstances (as discussed beginning at page 37), the deferred cash award vests two years and 11 months from the end of the performance year for which the deferred portion was earned.

33



UPFRONT RESTRICTED STOCK

        The Committee has granted stock under the 2005 Equity Incentive Plan that vests over a period of time. For all of the named officers other than Mr. Abraham, the upfront restricted stock incorporates a performance hurdle to vesting, and we discuss our achievement of the goal below. In addition to achieving the performance hurdle, named officers generally must have remained in our employ until the end of the five year restrictive period in order for the stock to vest.

2004 Determination of Upfront Grants.    In November 2004, named officers other than Mr. Abraham received restricted stock grants intended to cover the period 2005 through 2009. The Committee did not follow a specific formula in determining the value of upfront restricted stock as a certain percentage of individual compensation or in determining each named officer's number of shares. The Committee considered the total direct compensation ranges set forth on page 23 as well as:


        The Committee set a diluted EPS goal to be met for any of the five years of the upfront period (2005 - 2009). The Committee desired that the goal be reasonably achievable if we accomplished strategic and challenging objectives. The Committee selected a reported results structure, requiring that goal achievement be reflected in our audited results and reported in our Annual Report on Form 10-K. The structure precluded the Committee from exercising discretion to allow vesting absent goal attainment. Named officers would forfeit the shares unless we met the goal for any year of the five-year period.

        We met the goal with 2005 results, realizing significant long-term strategic objectives sooner than anticipated through favorable market conditions and the execution of three significant transactions in 2005. Thus, the restrictions will lapse January 31, 2010, without the need for further goal achievement, but the shares are still generally subject to forfeiture upon termination of employment and to accelerated vesting in limited circumstances (as discussed beginning at page 37).

Determination of Mr. Abraham's Award.    Mr. Abraham's number of upfront shares was 60% of the number of upfront shares granted to his predecessor (J. Michael Winn, retired Chief Executive Officer of DST International) in recognition of the fact that Mr. Abraham's vesting period would be slightly over 60% of his predecessor's vesting period. Mr. Abraham's award did not have a performance feature, which assisted in his recruitment to the Company. In addition, the performance hurdle incorporated into the 2004 grants had already been achieved, and the Committee did not deem it appropriate to establish a performance hurdle for only one executive.

34



PERQUISITES

        The Committee receives input regarding perquisites from our Chief Executive Officer, Chief Operating Officer, or Chief Financial Officer. The Committee allows Messrs. McDonnell and McCullough personal use of aircraft in which we own fractional interests. The Committee monitors such use through receipt at least four times per year of reports from our Chief Financial Officer. Executives may also receive estate planning services, tax return services, paid parking, reimbursement for medical physicals, and personal use of a Company car or car allowance. We reimburse spousal travel to, and family entertainment at, an annual planning meeting at which executive officers and spouses interact with each other and with members of the Board and their spouses. Mr. Abraham, who works in the United Kingdom at the request of the Company, receives a housing and utility allowance and tuition reimbursement for his children as expatriate assignment benefits and an amount in connection with the incremental income taxes he incurs by working as an expatriate for the Company.


INSURANCE BENEFITS

        The Committee receives input from our Chief Financial Officer regarding health and welfare benefits for all employees. Named officers can participate in group health, vision and dental insurance plans on the same basis as other employees. We provide the named officers with individual variable life insurance policies in lieu of participation in our employee group life policy. The policies are portable and allow the named officers to accrue cash surrender value. We also provide named officers with a long-term disability policy to allow a similar income replacement percentage of salary as is available to employees in general.


RETIREMENT BENEFITS; TERMINATION AND CHANGE IN CONTROL PROVISIONS

        Prior to determining retirement benefits and termination and change in control provisions of awards and employment agreements, the Committee considers advice from outside benefits counsel. Our Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, or General Counsel presents outside counsel's written explanations of benefit laws and regulations to the Committee. For our current benefits, the Committee considered:

Qualified Retirement Program.    Each named officer is a participant in the 401(k) Profit Sharing Plan. The plan has been in place in various forms since January 1, 1970. Like other participants, named officers receive from the Company both discretionary profit sharing contributions and matching contributions with respect to their salary deferral contributions. Accounts generally vest based on years of service. The 401(k) portion of the accounts is credited with earnings, gains or losses based on the participant's investment direction from among various investment options available under the plan, including Company stock, and the profit sharing portion of the accounts is credited with earnings, gains or losses based on Company-directed investments. Accounts are distributable upon separation from service for any reason, financial hardship, or reaching age 591/2.

35


Non-Qualified Retirement Programs.    The Committee allows deferrals of current cash awards and extended deferrals of vested deferred cash awards. We distribute deferred amounts on the earlier of the payout date elected by the participant or termination of employment so long as, for deferred cash, the award is vested. The named officers did not have current cash incentives or deferred cash awards in voluntary deferral during 2007.

        Under the SERP, we make annual contributions to equalize the value of contributions we would have made to our 401(k) Profit Sharing Plan and of forfeiture amounts that we would have credited to plan accounts if certain tax regulations had not limited contributions. Prior to 2007, all the named officers had vested account balances other than Mr. Abraham. We maintain vested accounts for Messrs. McDonnell, Hager and McCullough under the Executive Plan, a nonqualified deferred compensation plan that terminated in 1995. Messrs. Abraham and Towle do not have Executive Plan balances.

        During 2007, the Compensation Committee determined to:

        The Committee concluded that the tax cost and inefficiencies from maintaining such plans outweighed the value of the plans to the Company in providing compensation packages to executives. Tax laws have precluded the Company from obtaining a tax deduction until amounts are distributed from plan accounts, and the Company is in effect financing the executive's deferral. Also, beginning with the 2005 plan year for the Incentive Program, deferred cash (as opposed to restricted stock) became the form of deferred incentive award for goals met above threshold levels, and, subject to plan terms and applicable law, executives may elect to keep awards in extended deferral subsequent to the vesting date. The Committee believes it is prudent to limit the aggregate amounts of deferred compensation.

        The Committee analyzed the ramifications of the potential account distributions to Messrs. McDonnell, Hager and McCullough. It determined that distributions to them would cause the Company to lose deductibility of a portion of their 2008 compensation as a result of Section 162(m) deductibility limits.

        The SERP account balance distributed to each of Messrs. Abraham and Towle on March 14, 2008, including the special contribution, equals the sum of his December 31, 2007 balance and 2007 annual contribution divided by 61%. The Committee believes that the special contribution made for 2007 should allow the participant to retain sufficient funds after payment of taxes to provide similar future value over time assuming investment of the account balance in similar instruments. In making the special contribution, the Committee also considered the loss of future contributions.

        For Messrs. McDonnell, Hager and McCullough, the Committee made the annual 2007 SERP contribution at a rate (20.18%) that is higher than the annual contribution made to the terminating

36



participants (7.69%) but less than the rate to such participants if the special contribution is included. The higher annual contribution rate to Messrs. McDonnell, Hager and McCullough was in consideration of the unavailability of account distribution to them. The Committee also recognized that the three officers may not be able to participate in the plan for a sufficient future period such that continuing annual contributions (which the Committee intends to authorize) would equal the value of the special contribution being made to the terminating participants.

Accelerated Vesting/Issuance, Separation Pay, and Change in Control Protections.    The following table shows the terms and conditions of various awards granted to named officers and of employment agreements for Messrs. McDonnell, Hager, McCullough and Abraham.


VESTING, FORFEITURE AND PAYOUT TERMS AND CONDITIONS

 
   
  Death,
Disability, or
Retirement(1)

  Voluntary
Termination

  Termination
without Cause(1)

  Termination
for Cause(1)

  Change in
Control
(2)(3)

A.   Upfront Restricted Stock(4)(11)   Death and disability—causes accelerated vesting(5); retirement—shares pro rata vest(6)   Grantee forfeits shares(7)   Grantee forfeits shares with exceptions(8)   Grantee forfeits shares(9)   See note(10)

B.

 

Incentive Program Restricted Stock that Vested January 1, 2008(4)

 

Causes accelerated vesting(5)(6)

 

Grantee forfeits shares(7)

 

Causes shares to early vest(8)

 

Grantee forfeits shares(9)

 

Causes accelerated vesting(10)

C.

 

Unissued Shares from Reload Elimination Deferred Compensation(4)

 

Causes accelerated issuance(5)(6)

 

Shares issue in 2011(7)

 

Shares issue in 2011(8)

 

Grantee forfeits shares(9)

 

Causes accelerated issuance(10)

D.

 

Incentive Program Deferred Cash Award(4)(11)

 

Causes accelerated vesting(5)(6)

 

Grantee forfeits award(7)

 

Grantee forfeits award with exceptions(8)

 

Grantee forfeits award(9)

 

See note(10)

E.

 

Employment Agreement Separation Benefits(11)

 

Employment terminates; no employment agreement benefits

 

No benefits

 

Base salary and certain benefits for a separation pay period(12)

 

No benefits

 

See note(13)

F.

 

Vested Stock Options(11)

 

One year from date of disability(5) and remainder of term to exercise after retirement(6)

 

Generally lapse unless exercised by termination date(7)

 

Exercise within 3 months of termination date(8)

 

Grantee forfeits options(9)

 

All options already vested; no benefit

(1)
Definitions of Disability, Retirement and Cause.    Generally, "disability" means a person has physical or mental impairment expected to result in death or to last for a continuous period of not less than one year. "Retirement" is termination of employment at or over age 60 for row A (except that for Mr. Abraham's upfront restricted stock, the retirement age is 591/2), age 60 for row B, and age 591/2 for rows C and D. The retirement age for awards has changed over time. Termination for "cause" is termination for fraud, embezzlement, dishonesty, willful misconduct, gross negligence, intentional or conscious neglect of duty, or violation of non-disclosure or non-compete obligations.

(2)
Definition of Change in Control.

37


(3)
Trusts that if Funded May be Distributed in a Change in Control.    We have maintained grantor trusts in connection with separation pay provisions of employment agreements, nonqualified deferred compensation plans, and incentive compensation to be paid under the 2005 Equity Incentive Plan. The trusts terminate December 31, 2012. We may fund the trusts equal to the sum of the payout obligations under such plans. If on or after a change in control we fail to honor obligations under such plans or agreements to a plan participant or party to the employment agreement, the trusts, if funded, are to distribute the required amounts to the plan participants or parties. The trusts require us to be solvent to distribute trust accounts. Trust assets are subject to the claims of our creditors in the event of our bankruptcy. The Committee may revoke the trusts until we have a change in control.

(4)
Ordinary Vesting and Issuance.

The upfront restricted stock of all named officers other than Mr. Abraham required achievement of a performance hurdle in addition to the passage of time for vesting. Because we met the performance hurdle with our 2005 results, the shares vest January 31, 2010 subject to the terms and conditions set forth in these notes. Mr. Abraham's upfront restricted stock also vests January 31, 2010, subject to the same terms and conditions as the other named officer's grants, other than the performance hurdle. The vest date is tied to the end of the period for which the Committee made upfront grants. The vesting period serves a retention purpose.

38


(5)
Reasons for Death and Disability Provisions.

The Committee selected accelerated vesting of upfront restricted stock, Incentive Program restricted stock, and deferred cash awards upon disability in consideration of the potential needs of the grantee and the grantee's family.

All options were fully vested prior to 2007. The Committee allows option exercises for one year from the date of disability, which is consistent with competitive practice. Upon death of the optionee, the Committee allows the remainder of the option term to exercise because an estate or beneficiary must effect the exercise, and this affords the estate or beneficiary maximum flexibility for investment, income and estate planning purposes.

(6)
Reasons for Retirement Provisions.

The Committee selected full vesting upon retirement for Incentive Program restricted stock and deferred cash awards because the retiree contributed to the performance that triggered the grant.

The Committee selected pro rata vesting for upfront restricted stock grants because such grants were made for a prospective period for reasons of long-term compensation and employee retention. The Committee therefore did not believe full vesting was appropriate.

All options were fully vested prior to 2007. The Committee allows a retiree to effect the exercise during the remaining term of the options because it believes that future market prices should not motivate a senior aged employee to remain employed. The benefit is significant if the price of stock increases substantially between the retirement date and the exercise date. Without this retirement protection, a named officer would be required to exercise the options no later than his employment termination date, or in certain circumstances, within three months of that date. The Committee considers it fair to allow a person whose termination constitutes a retirement to have the full benefit of the option.

The Committee believes that issuance of shares as a result of the vested right to receive shares granted in connection with the elimination of the reload feature of our stock options, should accelerate upon retirement. The Committee granted the right to receive the shares in exchange for a valuable right held by the participant at the time of the exchange.

39


(7)
Reasons For Voluntary Termination Provisions.

The Committee selected forfeiture of unvested upfront restricted stock, Incentive Program restricted stock, and deferred cash awards as the consequence of a non-retirement voluntary termination because such awards serve a retention purpose.

For the same reason, the Committee generally requires outstanding options to be exercised by, or in limited circumstances shortly after, the termination date.

The Committee's purpose in causing reload elimination shares to issue in 2011, rather than upon termination, was to fix the accounting costs without causing immediately taxable income.

(8)
Reasons for Termination without Cause Provisions.

The Committee selected full vesting upon termination without cause for Incentive Program restricted stock in recognition that the grantee contributed to the performance that triggered the grant.

The Committee allows upfront restricted stock to vest automatically in the event it declares the occurrence, for award agreement purposes, of a "business unit divestiture" (consummation of a merger, reorganization, consolidation or sale of assets, or stock or other transaction, that involves a subsidiary or other business unit and results in a group of employees being employed by an acquiring company). The effect of such a transaction is the equivalent of a change in control for the business unit's employees. Accelerated vesting on the sale date aids in retaining the business unit's management team through the sale date because it incents the employee group to remain employed through the sale. Such stock vests only pro rata in the event of a "reduction in force" (termination of employment of at least ten employees in a single plan of reduction) because the grants were made for a prospective period and a terminated employee would have served the Company for only a portion of the period.

The Committee similarly determined that an employee should not forfeit Incentive Program deferred cash in a termination without cause that is a reduction in force or a business unit divestiture. The awards should generally continue to vest over the vesting period even after the employment terminates without cause. The continued vesting is in recognition of the purposes for the business divestiture or reduction in force and of the contribution of the group of affected employees to the performance that triggered the grant. However, the Committee did not select immediate vesting upon the termination because it did not seem fair that terminated employees would receive distributions before continuing employees. Following a business unit divestiture determination or a reduction in force, the award will vest on the vesting date. However,

if the Committee declares that a business unit divestiture has occurred, the award will vest on the earlier of the original vesting date or the date the employee either becomes disabled during employment with the acquiring entity or dies, and the award will forfeit if, prior to the vesting date, the employee is terminated for cause by the acquiring entity or voluntarily terminates employment with the acquiring entity prior to reaching age 591/2

after a reduction in force has occurred, the vesting will accelerate if the employee dies, becomes disabled, or reaches age 591/2.

The Committee requires outstanding options to be exercised within three months of the termination without cause. The Committee does not believe a terminated employee, other than a retiree, should have the long-term benefit of the option.

A terminated employee will receive the reload elimination shares in 2011, subject to the other terms and conditions of the right. The Committee does not believe it necessary to issue the shares earlier as the employee being terminated is not forfeiting the right to receive the shares.

40


(9)
Reasons for Termination for Cause Terms and Conditions.    The Committee selected forfeiture of all awards, even vested options, as the consequence of a termination for cause. The recipient of the award should not benefit from the award subsequent to having acted against the best interests of the Company.

(10)
Impact of a Change in Control on Awards.

        Change in Control Followed by a Termination of Employment.    If during the vesting period but no later than three years from the change in control date, the named officer resigns "for good reason" (because the Company has reduced base salary or benefits, failed to continue benefits, relocated its principal offices or required employee to be based elsewhere) or we terminate him without "cause" (as defined in note (1)):

        Requiring that a termination occur after the change in control for early vesting of deferred cash awards and upfront restricted stock and for payout of separation benefits is known as a "double trigger." The Committee believes a double trigger is in the best interest of our stockholders because it:

(11)
Non-Compete and Other Obligations.    All of the named officers are parties to stock option, restricted stock or deferred cash award agreements that prohibit both working for a competitor during any period for which they are receiving separation pay and soliciting employees and customers for one year after termination of employment for any reason. Vesting and other rights

41


(12)
Separation Pay.    The Committee based separation pay provisions of the McDonnell, McCullough and Abraham employment agreements on the recommendations of Deloitte and our General Counsel regarding appropriate and common separation pay packages for executives at top management levels. Mr. Hager's employment agreement predates the existence of the Committee. We do not have an employment agreement with Mr. Towle. The four named officer employment agreements provide that, if we terminate employment without cause, we will:

pay base salary over a separation pay period (and not in a lump sum) equal to a specified number of months of base salary (24 months for Messrs. McDonnell, McCullough and Abraham and 12 months for Mr. Hager)

pay in a lump sum a pro rata portion of any Incentive Program award that we would have paid for the performance year had we not terminated the executive without cause

reimburse COBRA health insurance, and if the COBRA period has expired reimburse the cost of premiums for comparable coverage, over the separation pay period, only so long as a new employer has not made comparable coverage available, with gross-up for taxes on the reimbursement

reimburse premiums for comparable life insurance over the separation pay period only so long as a new employer has not made such coverage available, with gross-up for taxes on the reimbursement.

(13)
Separation After Change in Control.    The employment agreements of Messrs. McDonnell, Hager, McCullough and Abraham entitle them, if we have a change in control, to employment for a three-year period at the same executive capacity, salary and benefit levels in effect on the change in control date. If we terminate employment after the change in control date other than for cause, those named officers each have a right to payment of his base salary through termination plus a lump sum cash severance payment based on his salary for the remainder of the three-year period and to continuation of benefits to the end of that period including lump sum payments based on hypothetical Annual Incentive Program achievement (further described in note (j) beginning at page 54). If the executive resigns for good reason during the three-year period after a change in control, he is to receive the same payments and benefits as if we had terminated his employment without cause. Additionally, the agreements entitle the named officers to certain rights to income and excise tax gross-up amounts in the event Section 4999 of the Internal Revenue Code applies to the change in control payments. If a named officer is entitled to such tax gross-up payments, the gross-up payments will generally be made in a lump sum consistent with the other change in control payments to the named officer.

42



NAMED OFFICER COMPENSATION

        We quantify and describe named officer compensation in the following tables and narratives:


SUMMARY COMPENSATION TABLE

        The following table shows named officer compensation for 2007. Following the table is a description of the compensation, including summaries of the employment agreements of the four named officers who have them.

 
   
  A
  B
  C
  D
  E
  F
Name and Principal Position
  Year
  Salary
(1)($)

  Bonus
(2) ($)

  Stock
Awards
(3)($)

  Non-Equity
Incentive
Plan
Compensation
(4)($)

  All Other
Compensation
(5)($)

  Total
(6)($)

Thomas A. McDonnell
President and Chief Executive Officer
  2007
2006
  750,000
750,000
 
  1,801,254
1,801,254
  2,277,116
2,343,731
  900,515
576,288
  5,728,885
5,471,273

Kenneth V. Hager
Vice President, Chief Financial Officer and Treasurer

 

2007
2006

 

300,000
287,500

 



 

453,682
453,682

 

476,605
435,544

 

164,002
93,873

 

1,394,289
1,270,599

Thomas A. McCullough
Executive Vice President and Chief Operating Officer

 

2007
2006

 

575,000
575,000

 



 

1,237,969
1,237,969

 

1,603,663
1,574,871

 

500,407
259,966

 

3,917,039
3,647,806

Thomas R. Abraham
Chief Executive Officer of DST International

 

2007

 

267,115

 

650,000

 

1,105,950

 


 

726,640

 

2,749,705

Steven J. Towle
President and Chief Executive Officer of DST Output, LLC

 

2007

 

400,000

 


 

673,786

 

619,473

 

231,477

 

1,924,736

(1)
Mr. Abraham commenced employment February 12, 2007.

(2)
The Committee determined for reasons set forth in Compensation Discussion and Analysis to grant a signing bonus of $500,000 and a discretionary 2007 bonus to Mr. Abraham of $150,000.

(3)
The Committee did not grant stock awards during 2007 except to Mr. Abraham in connection with the commencement of his employment. However, the vesting period of the 2004 five-year upfront restricted stock grant to the other named officers included 2007. Column C shows the compensation expense incurred in 2007 under the accounting assumptions in note (10) to the Consolidated Financial Statements in our Form 10-K for the year ended December 31, 2007. Vesting terms and conditions are described in the table and notes beginning at page 37.

43


(4)
Current cash and deferred cash are the two components of the Annual Incentive Program award for 2007 goal achievement (first two columns in the table below). Deferred cash vesting terms and conditions are described in the table and notes beginning at page 37. Deferred cash accounts are subject to earnings and losses based on hypothetical investment choices (third column, below). Column D does not include deferred cash awards made during 2007 for 2006 Annual Incentive Program performance. We show those awards in the Grants of Plan-Based Awards in 2007 table. The amounts in Column D are a total of the following:

 
  Named Officer

  Current Cash Incentive for 2007 Performance Year, Paid in 2008 ($)
  Deferred Cash Incentive for 2007 Performance Year, Granted in 2008 ($)
  Earnings During 2007 for Incentive Awards in Deferral ($)
    Thomas A. McDonnell   1,500,000   750,000   27,116
    Kenneth V. Hager   300,000   150,000   26,605
    Thomas A. McCullough   1,035,000   517,500   51,163
    Thomas R. Abraham   150,000    
    Steven J. Towle   400,000   200,000   19,473
(5)
Amounts in Column E are a total of the following:

 
   
  Thomas A.
McDonnell
($)

  Kenneth V.
Hager
($)

  Thomas A.
McCullough
($)

  Thomas R.
Abraham
($)

  Steven J.
Towle
($)

    Anniversary Stock(a)       1,584    

 

 

Matching Contribution to 401(k) for 2007 plan year

 

6,750

 

6,750

 

6,750

 

6,750

 

6,750

 

 

Discretionary Profit Sharing Contribution for 2007 plan year

 

10,335

 

10,335

 

10,335

 

10,335

 

10,335

 

 

Supplemental Executive Retirement Plan Contribution for 2007 plan year(b)

 

560,106

 

105,966

 

384,000

 

14,774

 

59,598

 

 

Supplemental Executive Retirement Plan Contribution for 2007 Partial Plan Termination(b)

 


 


 


 

9,446

 

134,457

 

 

Life Insurance Premiums

 

23,584

 

9,949

 

14,382

 

7,127

 

8,292

 

 

Tax Gross Ups/Tax Equalizations for 2007 Compensation(c)

 


 


 

1,624

 

293,202

 


 

 

Perquisites and Personal Benefits if Total is at or above $10,000(d)

 

299,740

 

31,002

 

81,732

 

385,006

 

12,045

44



 
  Perquisite

  Thomas A.
McDonnell

  Kenneth V.
Hager

  Thomas A.
McCullough

  Thomas R.
Abraham

  Steven J.
Towle

    Paid Parking   X   X   X    

 

 

Family Entertainment at Annual Planning Meeting

 

X

 

X

 


 

X

 

X

 

 

Long-Term Disability Premiums

 

X

 

X

 

X

 

X

 

X

 

 

Personal Use of Company Car or Car Allowance

 

X

 

X

 

X

 


 

X

 

 

Estate Planning Services

 

X

 


 

X

 


 


 

 

Tax Return Preparation Services

 

X

 

X

 

X

 


 


 

 

Expatriate Reimbursements*

 


 


 


 

X

 


 

 

Company Reimbursed Physical

 

X

 


 


 


 


 

 

Personal Use of Aircraft in which the Company has a Fractional Interest**

 

X

 


 

X

 


 

(6)
In our proxy statement dated March 16, 2007 for our 2007 annual stockholders' meeting, the amounts shown for total compensation included nonqualified deferred compensation earnings. We have determined that our methodology in calculating 2006 above-market earnings was incorrect, and we do not believe the 2006 totals should have included any such earnings. Therefore, we have subtracted such amounts from the 2006 totals in Column F.

        The Compensation Committee does not target base salary to be a certain percentage of total compensation. Rather, the Committee determines base salaries as described on page 30 of our Compensation Discussion and Analysis. Named officers have the Annual Incentive Program, upfront restricted stock, retirement and post-termination, perquisite, insurance benefits, deferral plans and programs, and separation from service and change in control protections we describe in our Compensation Discussion and Analysis.

        Employment agreements address certain of the compensation elements shown in the Summary Compensation Table. We do not have an agreement with Mr. Towle. The agreement for Mr. Hager is dated as of April 1, 1992 and was amended October 9, 1995. It provides for him to serve at the pleasure of the Board at the base salary and Incentive Program opportunity levels set by the Committee.

45


        The agreements for Messrs. McDonnell and McCullough are each dated as of November 30, 2005 and provide for base salary to be at least the amounts shown in the Summary Compensation Table and Annual Incentive Program opportunity levels to be at least those shown for them on page 33 of our Compensation Discussion and Analysis. Unless earlier terminated, the term of the McDonnell agreement ends December 31, 2010 and the term of the McCullough agreement ends December 31, 2008. The agreement for Mr. Abraham is dated as of February 12, 2007, provides for base salary of $300,000 to be adjusted from time to time as agreed and for the signing bonus and expatriate assignment benefits discussed in our Compensation Discussion and Analysis. Unless earlier terminated, the term of the Abraham agreement ends February 1, 2010. The employment agreements of Messrs. McDonnell, McCullough and Abraham contain the non-solicitation and non-compete provisions in favor of the Company described in note (11) beginning at page 41.

        Under each of the four agreements, the executive may terminate employment on at least 30 days' notice and may terminate employment with or without cause. The agreements provide that, if we terminate employment without cause, we will pay the separation benefits described in note (12) on page 42. None of the agreements can be amended except in a writing signed both by the executive and the Company. Each of the four named officers with employment agreements is entitled to the change in control protections described in note (13) on page 42.

46



NONQUALIFIED DEFERRED COMPENSATION

        The following table shows nonqualified deferred information for amounts contributed and earnings during 2007. We describe the various forms of nonqualified deferral programs following the table.

 
  A
  B
  C
Named Officer

  Registrant
Contributions
in 2007
(1)($)

  Aggregate
Earnings
in 2007
(2)($)

 
Aggregate Balance at
December 31, 2007
(3)($)

Thomas A. McDonnell   966,284   595,921   10,348,233
Kenneth V. Hager   182,553   59,635   868,942
Thomas A. McCullough   665,904   201,608   3,801,868
Steven J. Towle   82,904   31,662   429,395

(1)
All Other Compensation for 2006 in the Summary Compensation Table contained in last year's annual meeting proxy statement included the amounts shown in Column A. Column A aggregates deferred cash awards made in 2007 for the 2006 Incentive Program year (also shown in the Grants of Plan-Based Awards in 2007 table on page 50) and the following SERP contributions made in 2007 for the 2006 plan year:

Named Officer

  SERP
Contributions in 2007 for 2006 Plan Year ($)

Thomas A. McDonnell   216,284
Kenneth V. Hager   38,803
Thomas A. McCullough   148,404
Steven J. Towle   35,029
(2)
Column B shows for each named officer the aggregate earnings during 2007 on deferred cash awards and on accounts maintained under the SERP, the Executive Plan, and the terminated Directors' Deferred Fee Plan. The range of 2007 earnings and losses on available hypothetical investments for all of the nonqualified deferral accounts other than deferred cash accounts was 16.4% to 35.9%. The range of 2007 earnings rates on available hypothetical investments for deferred cash accounts was (1.9)% to 16.0%.

(3)
The amount shown for each named officer in Column C is the aggregate year-end balance of nonqualified deferral accounts. Each named officer had the following nonqualified deferral accounts as of December 31, 2007:

 
  Type of Account
Named Officer

  Deferred
Cash Award

  SERP
 

Terminated
Executive Plan

 
Terminated
Directors' Deferred
Fee Plan

Thomas A. McDonnell   X   X   X   X
Kenneth V. Hager   X   X   X  
Thomas A. McCullough   X   X   X   X
Steven J. Towle   X   X    

47


Named Officer

  Amounts from Column C Reported in
Previous Summary Compensation Tables ($)(*)

Thomas A. McDonnell   2,637,130
Kenneth V. Hager   368,244
Thomas A. McCullough   1,772,934
Steven J. Towle   569,418

Named Officer

  Vested Amounts at December 31, 2007
($)

Thomas A. McDonnell   8,902,386
Kenneth V. Hager   550,542
Thomas A. McCullough   2,785,833
Steven J. Towle   150,707

Nonqualified Deferral Programs.    Deferred compensation consists of Annual Incentive Program awards in deferral, as well as contributions made to SERP accounts. We also have two deferral plans terminated prior to 2007 (the Executive Plan and the previous Directors' Deferred Fee Plan) under which we maintained account balances during 2007.

        Annual Incentive Program Awards in Deferral.    In our Compensation Discussion and Analysis at page 36, we explain why the Committee allows voluntary deferrals of vested awards. With respect to current cash incentives, named officers can, by making an election by June 30 of the performance year, voluntarily defer for a period of years or until separation from service the current cash awards they receive under the Incentive Program. With respect to deferred cash awards, none of which are vested, named officers can voluntarily extend the future payout of vested deferred cash awards beyond the vesting period for a period of years or until separation from service. After electing an initial payout date, participants can further extend the payout for a minimum of five years. Per applicable law, we must receive such election no later than one year prior to the initially selected payout date in order to comply with Internal Revenue Code Section 409A.

        Deferral Plans.    We describe the SERP, and recent actions the Compensation Committee has taken with respect to the SERP, in our Compensation Discussion and Analysis beginning at page 36. We have made annual SERP contributions to equalize the value of contributions we would have made to various qualified plans and of forfeiture amounts that we would have credited to qualified plan accounts if certain tax regulations had not limited contributions. During 2008, we are distributing SERP balances to Messrs. Abraham and Towle. The Compensation Committee vested Mr. Abraham's account in connection with the partial termination of the SERP, and Mr. Towle's account was already vested. The SERP accounts of Messrs. McDonnell, Hager and McCullough are vested.

48


        The Executive Plan is a nonqualified deferred compensation plan terminated in 1995. Prior to termination of the plan, we credited each participant's account with the value of contributions we would have made to the various qualified plans we maintained without regard to statutory contribution limits and eligibility requirements, less the amount we contributed to such qualified plans on the participant's behalf. Messrs. McDonnell, Hager and McCullough have vested accounts.

        We continue to hold fees Messrs. McDonnell and McCullough previously deferred under a Directors' Deferred Fee Plan that was frozen effective August 31, 1995. The accounts are vested.

        Installment Payments.    If elections were properly made, account balances are payable in installments as follows:

Award or Plan

  Installment Payout
Requirement

  Installment Period
Not to Exceed

Annual Incentive Program Awards In Deferral   Must be at least age 591/2 at termination date   Five years

SERP

 

Must be at least age 591/2 at termination date

 

Ten years

Terminated Executive Plan

 

Authorized officer must approve installment payment and period

 

Five years

Terminated Directors' Deferred Fee Plan

 

Must be a least age 65

 

Ten years

        Other than Messrs. Hager and McCullough, who elected to receive their deferred Annual Incentive Program balances in installments over five years upon retirement, named officers have not made any such retirement installment elections. Messrs. Abraham and Towle are receiving their SERP balances in 2008 and are not eligible to receive their account balances in installments.

        Earnings on Deferred Amounts.    We make credits to or deductions from all nonqualified deferral accounts, other than those maintained under the terminated Directors' Deferred Fee Plan, based on hypothetical earnings. We base earnings on the participants' elections among a limited number of choices including both long-term equity based investments and long-term income oriented investments. The number of choices is administratively manageable but allows participants to diversify their hypothetical earnings and control their level of risk. The terminated Directors' Deferred Fee Plan also grows or decreases based on similar types of investments that are Company-directed. For all the plans, earnings and losses are credited or debited at least annually.

49



GRANTS OF PLAN-BASED AWARDS IN 2007

        The amounts shown in this section are deferred cash awards resulting from performance against 2006 Annual Incentive Program goals, and the payout amounts shown are not affected by future Company performance. The named officers who received deferred cash awards also received a current cash incentive equal to twice the deferred cash amount shown. Such incentives were not future payments, and the table does not include them.

Named Officer

  Grant
Date

  Estimated Future Payouts
Under Non-Equity Incentive
Plan Awards ($)

Thomas A. McDonnell   2/22/2007   750,000
Kenneth V. Hager   2/22/2007   143,750
Thomas A. McCullough   2/22/2007   517,500
Steven J. Towle   2/22/2007   47,875

        The deferred cash awards vest on December 1, 2009, subject to accelerated vesting in limited circumstances and to forfeiture. We will adjust the payout amount based on hypothetical investments the named officers select from among choices we offer. The estimated payout amount shown in the table does not include this adjustment.


OPTION EXERCISES AND STOCK VESTED IN 2007

        The following table shows the option exercises during 2007. It also shows January 1, 2007 vesting of Incentive Program restricted stock granted as part of incentives for achieving goals above threshold levels for the 2003 performance year.

 
  Option Awards
  Stock Awards
Named Officer

  Number of Shares
Acquired on
Exercise (#)

  Value Realized on
Exercise
($)

  Number of Shares
Acquired On
Vesting (#)

  Value Realized
On Vesting
($)

Thomas A. McDonnell       9,778   619,632
Kenneth V. Hager       2,550   161,594
Thomas A. McCullough   538,506   19,348,998   6,731   426,543
Steven J. Towle   75,000   2,891,600    

50



OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

        The following table shows outstanding awards at December 31, 2007. All awards shown are earned but either not yet exercised or vested.

 
  Option Awards(1)
   
  Stock Awards(2)
Named Officer
  A
Number of
Securities Underlying
Unexercised Options
Exercisable
(#)

  B




Option
Exercise
Price ($)

  C




Option Expiration Date

  D

Number of
Shares or
Units of
Stock That
Have Not
Vested (#)

  E
Market
Value of
Shares or
Units of
Stock That
Have Not
Vested ($)

Thomas A. McDonnell   47,040   36.5625   05/09/10   200,500   16,551,275
    109,700   55.9688   11/14/10   11,515   950,563
    264,250   45.7500   05/08/11   9,015   744,188
    25,250   54.1400   07/10/11        
    301,930   43.9350   11/13/11        
    16,620   47.1550   01/08/12        
    318,175   46.8750   02/28/10        
    44,700   48.2300   05/14/12        
    17,397   60.3500   02/28/11        
    32,430   42.5500   02/26/12        
    388,075   31.0450   11/01/12        
    11,925   37.6200   01/14/13        

Kenneth V. Hager   23,920   36.5625   05/09/10   50,500   4,168,775
    54,250   55.9688   11/14/10   2,845   234,855
    68,110   45.7500   05/08/11   1,954   161,303
    66,294   42.9000   02/28/10        
    2,930   43.9350   11/13/11        
    4,473   60.3500   02/28/11        
    8,811   42.5500   02/26/12        
    100,000   31.0450   11/01/12        
    13,431   27.9200   02/26/13        

Thomas A. McCullough         137,800   11,375,390
                8,432   696,062
                5,028   415,061

Thomas R. Abraham         45,000   3,714,750

Steven J. Towle   7,000   58.0313   9/26/10   75,000   6,191,250
    3,500   60.3500   2/28/11   3,794   313,195
    100,000   39.3350   2/16/13        
    14,315   41.8650   2/10/14        

(1)
All options are vested. We explain exercise terms and conditions in the table and notes beginning at page 37.

(2)
The first line of Column D for each person shows upfront restricted stock. It was granted in 2007 for Mr. Abraham and in 2004 for the other named officers, and it vests January 31, 2010, subject to forfeiture and other terms and conditions explained beginning at page 37. The second line of Column D shows, for Messrs. McDonnell, Hager, McCullough, and Towle, restricted stock granted as a result of Annual Incentive Program performance above threshold goal levels. The stock vested January 1, 2008. The third line of Column D shows for Messrs. McDonnell, Hager and McCullough the vested right to receive the remaining installment of shares to be issued as deferred compensation in connection with the 2003 elimination of option reload provisions (as explained in note (b) on page 20). The installment is due November 28, 2008, subject to terms and conditions explained in the table and notes beginning at page 37. The dollar amounts shown in Column E are the product of the number of shares and the $82.55 closing price of our stock on December 31, 2007.

51



NAMED OFFICER AWARD/ACCOUNT VALUES FOR CERTAIN EVENTS

        In this section, we show the effect of certain events if, hypothetically, they had occurred as of December 31, 2007. Neither termination for cause nor voluntary termination of employment other than retirement would have caused accelerated award vesting, accelerated award issuance, or separation benefits. Other termination of employment events would have caused acceleration or separation benefits as shown in the following table. Only Messrs. McDonnell and McCullough would have been eligible to retire, and we address the effect of their hypothetical retirements in note (b) to the table. We describe the employment agreements referenced in this table beginning at page 45. We describe the terms and conditions of the awards and the meaning of certain terms used in this chart beginning at page 37.

 
  Thomas A.
McDonnell

  Kenneth V.
Hager

  Thomas A.
McCullough

  Thomas R.
Abraham

  Steven J.
Towle

December 31, 2007
Hypothetical Event
                             
  Death or Disability                              
Upfront Restricted Stock(a)   $ 16,551,275   $ 4,168,775   $ 11,375,390   $ 3,714,750   $ 6,191,250
Incentive Restricted Stock(a)     950,563     234,855     696,062         313,195
Reload Elimination Shares(a)     744,188     161,303     415,061        
Deferred Cash Awards(a)     1,445,847     318,400     1,016,035         278,688
Total     19,691,873     4,883,333     13,502,548     3,714,750     6,783,133
  Termination without cause in connection with a reduction in force                              
Upfront Restricted Stock(b)     10,482,447     2,640,197     7,204,386     1,061,345     3,921,125
Incentive Restricted Stock(b)     950,563     234,855     696,062         313,195
Reload Elimination Shares(b)                    
Deferred Cash Awards(b)                    
Severance Base Salary(g)     1,500,000     300,000     1,150,000     600,000    
Life and Health Premiums(g)     64,080     23,616     45,696     32,016    
Premium Gross Up(h)     45,834     16,783     32,474     22,808    
Severance Incentive Award(g)     2,250,000     450,000     1,552,500     150,000    
Total     15,292,924     3,665,451     10,681,118     1,866,169     4,234,320
  Termination without cause in connection with business unit divestiture                              
Upfront Restricted Stock(c)     16,551,275     4,168,775     11,375,390     3,714,750     6,191,250
Incentive Restricted Stock(c)     950,563     234,855     696,062         313,195
Reload Elimination Shares(c)                    
Deferred Cash Awards(c)                    
Severance Base Salary(g)     1,500,000     300,000     1,150,000     600,000    
Life and Health Premiums(g)     64,080     23,616     45,696     32,016    
Premium Gross Up(h)     45,834     16,783     32,474     22,808    
Severance Incentive Award(g)     2,250,000     450,000     1,552,500     150,000    
Total     21,361,752     5,194,202     14,852,122     4,519,574     6,504,445
  Other termination without cause                              
Upfront Restricted Stock(d)                    
Incentive Restricted Stock(d)     950,563     234,855     696,062         313,195
Reload Elimination Shares(d)                    
Deferred Cash Awards(d)                    
Severance Base Salary(g)     1,500,000     300,000     1,150,000     600,000    
Life and Health Premiums(g)     64,080     23,616     45,686     32,016    
Premium Gross Up(h)     46,498     17,026     32,474     22,808    
Severance Incentive Award(g)     2,250,000     450,000     1,552,500     300,000    
Total     4,811,141     1,025,497     3,476,722     954,824     313,195

52


  Change in control not followed by termination without cause or resignation for good reason                              
Upfront Restricted Stock(e)     10,482,447     2,640,197     7,204,386     1,061,345     3,921,125
Incentive Restricted Stock(e)     950,563     234,855     696,062         313,195
Reload Elimination Shares(e)     744,188     161,303     415,061        
Deferred Cash Awards(e)                    
Income or Excise Tax Gross-Up(i)                    
Total     12,177,198     3,036,355     8,315,509     1,061,345     4,234,320
  Change in control followed immediately by termination without cause or resignation for good reason                              
Upfront Restricted Stock(f)     16,551,275     4,168,775     11,375,390     3,714,750     6,191,250
Incentive Restricted Stock(f)     950,563     234,855     696,062         313,195
Reload Elimination Shares(f)     744,188     161,303     415,061        
Deferred Cash Awards(f)     1,445,847     318,400     1,016,035         278,688
Severance Base Salary(j)     2,250,000     834,188     1,725,000     900,000    
Life and Health Premiums(j)     96,120     70,848     68,544     48,024    
Premium Gross Up(h)     68,751     50,348     48,710     34,212    
Severance Incentive Award(j)     4,500,000     1,251,281     3,105,000     900,000    
Income or Excise Tax Gross-Up(k)         1,848,821         1,232,018    
Change in Control Benefit Reduction(k)     (188,100 )              
Total     26,418,644     8,738,819     18,449,802     6,829,004     6,783,133

(a)
For all named officers with the applicable award or benefit, vesting or issuance of upfront restricted stock, incentive restricted stock, reload elimination shares and deferred cash accounts would have accelerated but employment agreement benefits would not have been paid.

(b)
For all named officers, upfront restricted stock would have vested pro rata (28.6% for Mr. Abraham and 63.3% for the remaining named officers) based on the number of months between the grant date and December 31, 2007, with the remaining upfront shares forfeited. The incentive restricted stock held by all named officers other than Mr. Abraham would have accelerated. For Messrs. Hager and Towle, who have not reached retirement age, deferred cash accounts would not have accelerated (but the accounts would eventually vest and be paid). For Mr. Hager, who has not reached retirement age, issuance of reload elimination shares would not have accelerated (but the shares would be issued in 2011). For Messrs. McDonnell and McCullough, who have reached retirement age, issuance of reload elimination shares and vesting of deferred cash accounts would have accelerated.


Both retirement and a reduction in force have the same effect on upfront restricted stock, incentive restricted stock, reload elimination shares and deferred cash accounts. If Messrs. McDonnell and McCullough had voluntarily retired, vesting or issuance of such awards would have accelerated (but only pro rata, or 63.3%, for upfront restricted stock), for a total value of $10,482,447 for Mr. McDonnell and $2,640,197 for Mr. McCullough. The difference between retirement and a reduction in force for Messrs. McDonnell and McCullough is that they would not receive employment agreement benefits in a retirement.

(c)
For all named officers, vesting of upfront restricted stock and any incentive restricted stock would have accelerated. For Messrs. Hager and Towle, who have reached retirement age, vesting of deferred cash accounts would not have accelerated (but vesting would continue and the accounts would remain subject to forfeiture). For Mr. Hager, who has not reached retirement age, issuance of reload elimination shares would not have accelerated (but the shares would be issued in 2011).

53


(d)
For all named officers, vesting of any incentive restricted stock would have accelerated. For Messrs. Hager, Abraham and Towle, who have not reached retirement age, upfront restricted stock would have vested. For Messrs. Hager and Towle, deferred cash accounts would have been forfeited. For Mr. Hager, issuance of reload elimination shares would not have accelerated (but the shares would be issued in 2011). For Messrs. McDonnell and McCullough, who have reached retirement age, upfront restricted stock would have vested pro rata (63.3%) based on the number of months between the grant date and December 31, 2007, with the remaining upfront shares forfeited, and vesting or issuance of reload elimination shares and deferred cash awards would have accelerated.

(e)
For all named officers, upfront restricted stock would have vested only pro rata (28.6% for Mr. Abraham and 63.3% for the remaining named officers) based on the number of months between the grant date and December 31, 2007, with the remaining upfront shares continuing to vest; vesting or issuance of any incentive restricted stock and reload elimination shares would have accelerated; and vesting of any deferred cash accounts would not have accelerated with the accounts continuing to vest. For Messrs. McDonnell, Hager, McCullough, and Abraham, employment agreement benefits would not have been paid.

(f)
For all named officers, vesting or issuance of upfront restricted stock, any incentive restricted stock, any reload elimination shares, and any deferred cash accounts would have accelerated.

(g)
The employment agreement separation period upon which these amounts are based is 24 months for Messrs. McDonnell, McCullough and Abraham and 12 months for Mr. Hager, except that the employment agreements require the Incentive Program award to be paid only for the year in which termination occurred. For life insurance premiums, we used the 2008 rates. For health insurance premiums, we used the 2008 COBRA rates that would apply depending on the type of coverage (individual or family) the officer procured for 2007. Because we met maximum goals for 2007 for all named officers other than Mr. Abraham, we show maximum awards in the Severance Incentive Award row for Messrs. McDonnell, Hager and McCullough. Although DST International did not meet threshold goals for 2007, Mr. Abraham received a discretionary bonus at threshold levels. We show the threshold award as his Severance Incentive Award even though the agreement may not entitle Mr. Abraham to such Severance Incentive Award.

(h)
Health and life insurance premium gross-up amounts are estimates based on our monthly cost of health and life insurance premiums as explained in note (g). To determine the aggregate value of the insurance coverage continuation, we multiplied the monthly health and life insurance premiums by the number of months of taxable insurance coverage continuation each named officer is entitled to under his respective employment agreement. We then calculated the additional tax gross-up payments we are obligated to make in order to put the named officer in an after-tax position as if the named officer had never received the taxable insurance coverage continuation.

(i)
Under a change in control of the Company with no accompanying termination without cause or resignation for good reason, none of our named officers receives an excess parachute payment. Therefore, no excise tax gross-up is payable.

(j)
The calculations reflect employment agreement provisions stating that the following benefits are provided subsequent to a change in control upon a termination of the named officer within three years of the change in control, either by DST without cause or by the named officer for good reason. We assumed the termination of employment without cause occurred on the change in control.

Severance Base Salary. The base salary continuation period pursuant to the employment agreements is three years from the change in control for Messrs. McDonnell, Hager, McCullough and Abraham (as opposed to the shorter salary continuation pay periods reflected in note (g)). Pursuant to their employment agreements, upon their termination without cause or by them for good reason incident to a change in control, we are obligated to

54


(k)
Messrs. Abraham, Hager, McCullough and McDonnell have employment agreements that provide them an additional tax benefit if the named officer is subject to the 20% excise tax imposed by Internal Revenue Code Section 4999 due to the receipt of "excess parachute payments" upon a change in control of the Company. The provision provides a tax gross-up payment to the named officer to pay any such excise tax and any additional income or excise tax imposed as a result of the tax gross-up payment. The effect of the tax gross-up provision is to put the named officer in an after-tax position as if the named officer had never been subject to an excise tax obligation. If our named officers had terminated employment in connection with a change in control of the Company (either by involuntary termination or by resignation for good reason as of December 31, 2007), three of the four named officers would have received change in control payments in amounts that would entitle them to the additional tax benefit (Messrs. Abraham, Hager and McDonnell). Due to the failure to exceed a certain change in control payment threshold that must be met pursuant to Mr. McDonnell's employment agreement to obtain the tax gross-up benefit, Mr. McDonnell is contractually obligated to reduce his change in control benefits to an amount that does not subject him to the 20% excise tax, and therefore would not be entitled to an excise tax gross-up. The change in control benefit reduction required of Mr. McDonnell is reflected in the above table. Accordingly, only two of our named officers (Messrs. Abraham and Hager) would have been entitled to excise tax gross-ups.

55



ANNUAL MEETING MATTERS

Quorum.    For you to approve proposals at the 2008 annual meeting, we must have a quorum. A quorum means the holders of a majority of the shares of common stock outstanding on the record date are present at the annual meeting. Stockholders are present either in person or by proxy. We generally consider present at the meeting all shares of our common stock held through a broker or other nominee that votes at least some of its customers' shares.

Tabulation of Votes.    You may cast one vote for each share of our common stock you held on the record date on all proposals. You may vote cumulatively for directors. In other words, you may cast a number of votes equal to the number of shares of our common stock held on the record date multiplied by the number of directors to be elected. You may cast all such votes for a single nominee or distribute them among the nominees as you choose.

        Stockholders elect directors by a plurality of the voted shares which we determine by reference to the number of votes for each nominee. Where, as here, stockholders are electing three directors, they elect the three nominees with the highest number of affirmative votes. You may cast your vote in favor of a director or withhold it. We disregard withheld votes in determining a plurality.

        The proposal to ratify PricewaterhouseCoopers will pass with the affirmative vote of a majority of the shares represented at the meeting in person or by proxy. We determine the percentage of shares voted affirmatively by dividing "for" votes by the total of the number of shares voted. In other words, we treat abstentions as votes against a proposal. We do not count as "against" votes any votes that are "broker non-votes." These occur when a broker has not received directions from customers and does not have discretionary authority to vote the customers' shares.

How Stockholders Vote.    Voters include recordholders, persons holding our common stock in our tax-qualified benefit plans, and investors holding common stock through a broker or other nominee.

        Common Stock Held of Record.    You may vote shares of record if you are present at the 2008 annual meeting either in person or through your proxy. By casting a paper, Internet or telephone vote (each of which is valid under Delaware law), you appoint our Proxy Committee as your proxy to vote your shares. Three of our officers constitute the Proxy Committee, which will vote as specified all shares of our common stock for which it is proxy. To name as proxy someone other than the Proxy Committee, please contact the Corporate Secretary for instructions (the address is on page one). The person named as replacement proxy must attend and vote at the annual meeting. This Proxy Statement solicits, and you grant by voting, discretionary authority for the Committee to vote cumulatively for the election of directors. If you do not specify how you are voting your shares, the Proxy Committee intends to vote them for the Board nominees, for ratification of PricewaterhouseCoopers, and in accordance with the discretion of the Proxy Committee on such other matters as properly come before the annual meeting.

        Common Stock Held Under the Plans.    If you hold shares through our benefit plans, you may, by casting a paper, Internet or telephone vote, instruct the trustee of the benefit plans how to vote the shares allocated to your accounts. The trustee will vote your shares as you instruct. For shares of our common stock not allocated to benefit plan accounts or for which it has not received instructions, the trustee must vote the shares in the same proportion as those shares for which it received instructions. The trustee may vote benefit plan shares either in person or through a proxy. The trustee intends to vote in the same manner as the Proxy Committee on any miscellaneous matters stockholders properly bring before the annual meeting.

        Common Stock Held Through a Broker or Other Nominee.    Each broker or nominee must solicit from its customers their directions on how to vote the shares the broker or nominee holds on their behalf. The broker or nominee must then vote the shares in accordance with such directions. We request brokers or nominees to forward soliciting materials to you. Whether brokers and nominees may vote shares when they have not received directions depends on the proposals and on the rules and procedures of the New York Stock Exchange. We expect that, for our proposals, the New York Stock

56



Exchange will give brokers and nominees discretion to vote even those shares for which they have not received customer instructions.

Recasting or Revoking Your Vote.    Until the polls close (or, as applicable, until the trustee, broker or nominee votes), you may recast your votes with a later-dated voting card or an Internet or telephone vote. You may revoke your vote by following the revocation procedures of the trustee, broker or nominee or, as a recordholder, by delivering your written revocation to our Corporate Secretary before the polls close during the annual meeting.

Attendance and Voting in Person at the Annual Meeting.    Only recordholders or their properly appointed proxies, beneficial owners of our common stock who have evidence of such ownership, and our guests may attend the annual meeting. Benefit plan participants and broker customers may only vote by instructing the trustee, broker or nominee and may not cast ballots at the annual meeting unless the trustee, broker or nominee has instructed us otherwise. Recordholders who have not appointed a proxy, or who have revoked the appointment of a proxy, may cast a ballot at the annual meeting.

General Information.    We pay the cost of the annual meeting, including the cost of mailing the proxy materials. We may ask directors, officers and employees to solicit proxies by telephone, in writing, or in person. We have retained D.F. King & Co., Inc. to assist in obtaining proxies. We expect to pay D. F. King less than $10,000 plus expenses. In addition, we may reimburse brokerage firms and other persons representing beneficial owners of our common stock for their expenses in forwarding this Proxy Statement, the Annual Report and other Company soliciting materials to the beneficial owners.

Stockholder Proposals.    As a stockholder, you may submit proposals for consideration at the 2009 annual stockholders' meeting. We are not considering any stockholder proposals at the 2008 annual meeting.

        Including Stockholder Proposals in the 2009 Annual Meeting Proxy Statement.    If you desire to have a proposal included in our proxy statement for the 2009 annual meeting, our Corporate Secretary must receive your proposal on or before November 24, 2008 (the address is on page 1). The proposal must comply with the securities regulations and our Bylaws.

        Timely Notice of Nominations for Director and Other Stockholder Proposals.    Our Bylaws provide that you may not make a proposal (other than a proposal requested to be included in a proxy statement, as noted above) unless:


        Your proposal is timely:

To timely submit a proposal for the 2009 annual meeting if it occurs on May 12, 2009, you must deliver it no earlier than January 13, 2009 and no later than February 12, 2009.

        Contents of Notice of Proposal.    Your proposal must be written. The required contents depend on whether the proposal pertains to nominating a director or to other business. The Chairman of the annual meeting has the power to determine whether the proposed business is appropriate and whether you properly brought it before the meeting.

57


        In addition to any eligibility or other information we may require, your notice pertaining to the nomination of a director shall include:

        In addition to any other information we may require, your notice concerning business other than nominating a director shall set forth:

Availability of Annual Report.    The Annual Report on Form 10-K for the fiscal year ended December 31, 2007 as filed (with only new exhibits) with the Securities and Exchange Commission includes a list of all exhibits. We will furnish copies of exhibits listed in the Form 10-K if you request them in writing from our Corporate Secretary at the address on page one of this Proxy Statement. We will ask you to pay our reasonable expenses in furnishing such exhibits. You may make such request only if you are a beneficial owner of our common stock entitled to vote at the annual meeting and you identify yourself as such. The Form 10-K, including any specific exhibits filed with it, are available at www.dstsystems.com and www.sec.gov.

Householding for Broker Customers.    Services that deliver materials to broker customers may deliver to multiple stockholders sharing the same address a single copy of our Form 10-K, Proxy Statement, and Notice of Availability of Internet Materials, as applicable. If you received a single copy at an address shared by other stockholders, we will promptly deliver to you upon your written or verbal request a separate copy of the documents. Make your request in writing to our Corporate Secretary (the address is on page one) or by calling (816) 435-8655. To receive separate copies of our Form 10-K, Proxy Statement, or Notice of Availability of Internet Materials in the future from your broker or nominee, or to receive only one copy per household, please contact the bank, broker or other nominee holding your shares.

    By Order of the Board,

 

 

GRAPHIC
    Randall D. Young
Vice President, General Counsel and Secretary

Kansas City, Missouri
March 24, 2008

58


 

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be held on 5/13/08.

 

This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important Information contained in the proxy materials before voting.

 

The following materials are available for view:

 

Notice and Proxy Statement / Form 10K

 

To view this material, have the 12-digit Control #’(s) available and visit: www.proxyvote.com

 

 

If you want to receive a paper or e-mail copy of the above listed documents you must request one. There is no charge to you for requesting a copy. To facilitate timely delivery please make the request as instructed below on or before 5/13/08.

 

To request material:

 

Internet: www.proxyvote.com

 

Telephone: 1-800-579-1639

 

**Email: sendmaterial@proxyvote.com

 


**If requesting material by e-mail please send a blank e-mail with the 12 Digit Control# (located on the following page) in the subject line.

 

Requests, instructions and other inquiries will NOT be forwarded to your investment advisor.

 

DST SYSTEMS, INC.

 

Vote In Person

 

Should you choose to vote these shares in person at the meeting you must request a “legal proxy”. To request a legal proxy please follow the instructions at www.proxyvote.com or request a paper copy of the material. Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance.

 

Vote By Internet

 

To vote now by Internet, go to WWW.PROXYVOTE.COM, Please refer to the proposals and follow the instructions.

 

B1DSS1

 



 

 

Meeting Type:

Annual

Meeting Location:  

333 West 11th Street

Meeting Date:

5/13/08

 

3rd Floor

Meeting Time:

10:30 a.m.

 

Kansas City, Missouri 64105

For holders as of:   

3/14/08

 

 

 

B1DSS2

 



 

Voting items

 

The Board of Directors recommends a vote FOR each of Proposals l and 2.

 

1.             Election of Three Directors

 

Nominees:

 

01)

George L. Argyros

- 2011

02)

Thomas A. McDonnell

- 2011

03)

M. Jeannine Strandjord

- 2011

 

2.             Ratification of the Audit Committee’s Selection of Independent Registered Public Accounting Firm

 

B1DSS3

 


 

 

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MR A SAMPLE

DESIGNATION (IF ANY)

ADD 1

ADD 2

ADD 3

ADD 4

ADD 5

ADD 6

 

000000000.000000 ext

000000000.000000 ext

000000000.000000 ext

000000000.000000 ext

000000000.000000 ext

000000000.000000 ext

 

Electronic Voting Instructions

 

You can vote by Internet or telephone!

Available 24 hours a day, 7 days a week!

 

Instead of mailing your proxy, you may choose one of the two voting methods outlined below to vote your proxy.

 

VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR.

 

Proxies submitted by the Internet or telephone must be received by 1:00 a.m., Central Time, on May 13, 2008.

 

Vote by Internet

 

·      Log on to the Internet and go to

www.envisionreports.com/DST

·      Follow the steps outlined on the secured website.

 

Vote by telephone

 

·      Call toll free 1-800-652-VOTE (8683) within the United States, Canada & Puerto Rico any time on a touch tone telephone. There is NO CHARGE to you for the call.

·      Follow the instructions provided by the recorded message.

 

Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas.

x

 

Annual Meeting Proxy Card

123456

C0123456789

12345

 

 

IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. 

 

A

Proposals — The Board of Directors recommends a vote FOR the nominees listed and FOR Proposal 2.

 

1. Election of Directors:

For

Withhold

 

 

 

 

 

 

 

01 - George L. Argyros

o

o

 

 

 

 

For

Withhold

 

 

 

 

 

 

 

02 - Thomas A. McDonnell

o

o

 

 

 

 

For

Withhold

 

 

 

 

 

 

 

03 - M. Jeannine Strandjord

o

o

 

 

 

 

For

Against

Abstain

 

 

 

 

 

 

2. Ratification of Independent Registered Public Accounting Firm.

o

o

o

 

 

By signing this card, you are authorizing the Proxy Committee (if you own Com Shares) and the Trustee of the DST Benefit Plan(s) (if you own Benefit Plan Shares) to vote your shares as you specify on the two proposals presented at the Annual Meeting or any adjournment thereof and to vote in their respective discretion on other proposals that may properly come before such meeting.

 

To vote in accordance with all of the DST Board of Directors’ recommendations, please sign and date; you need not mark any boxes. The DST Board of Directors recommends that you vote FOR each of the proposals.

 

SEE IMPORTANT INFORMATION ON THE REVERSE SIDE OF THIS CARD.

 

B

Non-Voting Items

 

 

Change of Address — Please print new address below.

 

 

 

 

 

 

 

Meeting Attendance

 

Mark box to the right if you plan to attend the Annual Meeting.

o

 

C

Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below

 

Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title.

 

Date (mm/dd/yyyy) — Please print date below.

 

Signature 1 — Please keep signature within the box.

 

Signature 2 — Please keep signature within the box.

 

 

 

 

 

/            /

 

 

 

 

 

 

 

 

 

 

 

 

C 1234567890

3 1 C V

J N T

0 1 7 0 2 9 1

 

MR A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATE 140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND

 

<STOCK#>           00UT4B

 



 

Consent to receive annual meeting materials through Internet access:

 

Current regulations and standards require your consent if, as a holder of record, you wish to stop paper delivery of annual meeting materials to you and, in the future, receive e-mail notice of Internet access to the materials. The Internet voting site for this year’s meeting allows you to consent for future years. If you are not voting over the Internet, you may consent at www.computershare.com/us/ecomms. If you hold your DST shares through a broker or other nominee, you can stop paper delivery only by following the instructions of the broker or nominee.

 

 

IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.

 

 

Proxy — DST Systems, Inc.

 

Annual Meeting of Stockholders - May 13, 2008

 

THE DST BOARD OF DIRECTORS SOLICITS YOUR VOTE

 

The DST Board is making the two proposals. They are not related to or conditioned on the approval of any other proposals which may come before the Annual Meeting.

 

The Com number(s) shown on the front of the card is the number of shares you held directly in certificate form or in a book entry account with DST’s transfer agent as of the close of business on the Record Date (March 14, 2008). The Proxy Committee appointed by the DST Board that will vote your Com shares is comprised of Thomas A. McCullough, Kenneth V. Hager and Randall D. Young. If you do not specify how you authorize the Proxy Committee to vote your Com shares, you authorize it to vote FOR each of the proposals.

 

The ESOP and 401k 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 the DST Employee Stock Ownership Plan and/or the DST 401(k) Profit Sharing 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 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 March 24, 2008, receipt of which you hereby acknowledge.

 

PLEASE DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. REFER TO THE REVERSE SIDE FOR TELEPHONE AND INTERNET VOTING INSTRUCTIONS.

 


 

SUBJECT LINE: Important DST Annual Meeting Materials; Please Vote Promptly

 

 

 

DST Systems, Inc.

Annual Meeting of
Stockholders
May 13, 2008

 

 

Proxy Login Details:

Control Number:

Holder Account Number: Proxy Access Number:

Dear Shareholder

 

 

We are pleased to deliver your Proxy Statement and Form 10-K Annual Report via email and
provide you with the opportunity to vote online. The Proxy Statement and Form 10-K Annual
Report are now available, and you can now vote your shares for the 2008 Annual Stockholders’
Meeting. Proxies submitted by the Internet or telephone must be received by 1:00 a.m., Central
Time, on May 13, 2008.

 

This communication pertains to DST shares you hold directly in your account(s) at
Computershare, not to
shares you hold through a broker or other nominee. You will receive a
separate communication for any such shares. Please separately vote those shares.

 

To view the Proxy Statement and Form 10-K Annual Report and to cast your vote, please visit:
www.envisionreports.com/dst and then follow the instructions. You will need the Holder Account
Number
and Proxy Access Number provided above. You may also vote by calling toll free within
the United States,
Canada and Puerto Rico, 1-800-652-VOTE (8683).

 

If you have any questions regarding your account balance or other account information, please call 
1-877-282-1168 and we will be pleased to help. Alternatively, you may also submit such questions
directly through our secure, online contact form at: www.computershare.com/ContactUs

 

Thank you for using our online voting or telephone service.

 

This email and any files transmitted with it are solely intended for the use of the addressee(s) and
may contain information that is confidential and privileged. If you receive this email in error, please
advise us by return email immediately. Please also disregard the contents of the email, delete it and
destroy any copies immediately. Computershare Limited and its subsidiaries do not accept liability
for the consequences of any computer viruses that may be transmitted with this email.

 

You may request a paper copy of the Proxy Statement and Form 10-K by calling Cathy DuBois,
816/435-8655, or emailing csdubois@dstsystems.com.

 


 

 



QuickLinks

Proxy Statement and NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
PROXY STATEMENT
Contents
PROPOSALS
PROPOSAL 1 ELECT DIRECTORS
COMMITTEES AND MEETINGS
INDEPENDENCE AND ACCESSIBLITY
NON-EMPLOYEE DIRECTOR COMPENSATION
CONSULTANT/MANAGEMENT SUPPORT TO THE COMMITTEE
COMPENSATION STRUCTURE
2007 NON-EMPLOYEE DIRECTOR COMPENSATION
BOARD COMMITTEE MATTERS AND REPORTS
AUDIT COMMITTEE
Audit Committee Report
COMPENSATION COMMITTEE
Compensation Committee Report
GOVERNANCE COMMITTEE
BENEFICIAL OWNERSHIP
INSIDER DISCLOSURES
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
COMPENSATION DISCUSSION AND ANALYSIS
COMPENSATION OBJECTIVES
CONSULTANT/MANAGEMENT SUPPORT TO THE COMMITTEE
OVERVIEW OF 2007 COMPENSATION
BASE SALARIES
ANNUAL INCENTIVE PROGRAM COMPENSATION
UPFRONT RESTRICTED STOCK
PERQUISITES
INSURANCE BENEFITS
RETIREMENT BENEFITS; TERMINATION AND CHANGE IN CONTROL PROVISIONS
VESTING, FORFEITURE AND PAYOUT TERMS AND CONDITIONS
NAMED OFFICER COMPENSATION
SUMMARY COMPENSATION TABLE
NONQUALIFIED DEFERRED COMPENSATION
GRANTS OF PLAN-BASED AWARDS IN 2007
OPTION EXERCISES AND STOCK VESTED IN 2007
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
NAMED OFFICER AWARD/ACCOUNT VALUES FOR CERTAIN EVENTS
ANNUAL MEETING MATTERS