Exhibit 10.33


Summary of Compensation Arrangements With Executive Officers of the
Company


I.              Named Executive Officer
Compensation.         On December 11, 2006, the Compensation
Committee (the “Committee”) of the Board of Directors of Waddell & Reed
Financial, Inc. (the “Company”) approved the annual base salaries (effective as
of January 1, 2007) of the Company’s executive officers.  The following table sets forth the annual
base salaries of the Company’s Chief Executive Officer, Chief Financial Officer
and the next three most highly compensated officers (collectively, the “Named
Executive Officers”) for 2007:


	
  Named Executive Officer

  	
   

  	
  Salary

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Henry
  J. Herrmann

  Chief Executive Officer

  	
   

  	
  $

  	
  950,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Daniel
  P. Connealy

  Senior Vice President and Chief Financial Officer

  	
   

  	
  $

  	
  375,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Michael
  L. Avery

  Senior Vice President and Chief Investment Officer

  	
   

  	
  $

  	
  450,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Thomas
  W. Butch

  Senior Vice President and Chief Marketing Officer

  	
   

  	
  $

  	
  450,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Daniel C. Schulte

  Senior Vice President and General Counsel

  	
   

  	
  $

  	
  350,000

  	
   

  



 


The Company has adopted a Supplemental Executive Retirement
Plan, as amended and restated (the “SERP”) pursuant to which participants’
accounts are credited with (1) an amount equal to 4% of his or her base salary,
less the amount of the maximum employer matching contribution allowable that
can be made on the participant’s
behalf under the Company 401(k) and Thrift Plan, and (2) a non-formula award,
as determined by the Committee in
its discretion.   For 2006, the Committee
designated Mr. Herrmann as a participant of the SERP and awarded him a
non-formula award of $337,893.06 on December 31, 2006.  None of the other Named Executive Officers
were eligible to participate in the SERP for 2006.


II.            2006 Executive Incentive Awards.    Pursuant to the Company 2003 Executive
Incentive Plan, as amended and restated (the “EIP”), eligible participants may
receive (1) an annual incentive award of cash, and (2) an annual incentive
award of restricted stock, both based upon the annual financial performance of
the Company.











A.            Cash Awards.  On December 11, 2006, the Committee
authorized the payment of annual cash incentive (i.e.,
bonus) awards based on the Company’s financial performance for the year ended
December 31, 2006 to executive officers participating in the EIP, which
included Messrs. Herrmann, Connealy, Avery, Butch and Schulte.  These annual incentive awards were determined
based on performance goals established in February 2006.  As permitted by the EIP, the Committee exercised
its discretion to reduce the amount of the cash awards payable to Messrs.
Herrmann, Connealy, Avery, Butch and Schulte, but in accordance with the EIP,
the reductions did not increase the award amounts for any other
participant.   The following table sets
forth the annual cash incentive awards to the Named Executive Officers for 2006:


	
  Named Executive Officer

  	
   

  	
  Cash Award

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Henry
  J. Herrmann

  Chief Executive Officer

  	
   

  	
  $

  	
  1,950,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Daniel
  P. Connealy

  Senior Vice President and Chief Financial Officer

  	
   

  	
  $

  	
  350,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Michael
  L. Avery

  Senior Vice President and Chief Investment Officer

  	
   

  	
  $

  	
  600,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Thomas
  W. Butch

  Senior Vice President and Chief Marketing Officer

  	
   

  	
  $

  	
  500,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Daniel C. Schulte

  Senior Vice President and General Counsel

  	
   

  	
  $

  	
  400,000

  	
   

  



 


Pursuant to the Company 1998 Executive Stock Award Plan, as amended and
restated, eligible executives may annually convert all or a portion of their
annual cash incentive award into restricted stock of the Company.  Additionally, the Compensation Committee may,
in its sole discretion, direct that all or a portion of the cash incentive
award payments payable under the EIP be paid in restricted stock.  For 2006, none of the Named Executive Officer
converted any portion of their annual cash incentive award into restricted
stock of the Company, nor did the Committee direct that any portion of their
cash incentive award be paid in restricted stock.


B.            Restricted Stock Awards.  On December 11, 2006, the Committee
authorized the payment of the annual incentive awards of restricted stock based
on the Company’s financial performance for the year ended December 31, 2006 to
executive officers participating in the EIP, which included Messrs. Herrmann, Connealy,
Avery, Butch and Schulte.  These annual
incentive awards were determined based on 











performance goals established in February 2006.  As permitted by the EIP, the Committee
exercised its discretion to reduce the amount of the restricted stock awards
payable to Messrs. Herrmann, Connealy, Avery, Butch and Schulte, but in
accordance with the EIP, the reductions did not increase the restricted stock
award amounts for any other participant. 
The following table sets forth the annual restricted stock awards to the
Named Executive Officers for 2006:


	
  Named Executive Officer

  	
   

  	
  Restricted Stock Award

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Henry
  J. Herrmann

  Chief Executive Officer

  	
   

  	
  56,000 shares

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Daniel
  P. Connealy

  Senior Vice President and Chief Financial Officer

  	
   

  	
  25,000 shares

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Michael
  L. Avery

  Senior Vice President and Chief Investment Officer

  	
   

  	
  40,000 shares

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Thomas
  W. Butch

  Senior Vice President and Chief Marketing Officer

  	
   

  	
  40,000 shares

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Daniel C. Schulte

  Senior Vice President and General Counsel

  	
   

  	
  25,000 shares

  	
   

  



 


These shares were
granted on December 29, 2006 pursuant to the Company 1998 Stock Incentive Plan,
as amended and restated, in accordance with the form of restricted stock
agreement filed as Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for
the quarter ended September 30, 2005.