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                                                                   Exhibit 10.10


                                DST SYSTEMS, INC.
                             OFFICERS INCENTIVE PLAN
                  (AMENDED AND RESTATED AS OF FEBRUARY 2, 2000)

SECTION 1.  PURPOSE

The purpose of the Officers Incentive Plan is to reward plan participants for
achieving defined earnings per share objectives that support increasing
profitability of DST Systems, Inc. The Plan provides both annual and long-term
incentives, contingent upon meeting annual and cumulative Earnings Per Share
goals. The Company intends that the Plan will facilitate in securing, retaining,
and motivating employees of superior capability; in providing competitive
management compensation; and in linking incentive awards to objectives that
should enhance shareholder value.

SECTION 2.  DEFINITIONS

When used in the Plan, the following words and phrases shall have the following
meanings:

(a)      "Affiliate" means Boston EquiServe Limited Partnership, a Delaware
         limited partnership, and any successor thereto and any other entity
         (other than the Company or a Subsidiary) of which the Company or a
         Subsidiary directly or indirectly owns 50% or more of the combined
         voting power of all classes of stocks of such entity or 50% or more of
         the ownership interests in such entity.

(b)      "Beneficiary" means the person, persons, trust, or trusts which have
         been designated by a Participant in his or her most recent written
         beneficiary designation filed with the Company to receive the benefits
         specified under this Plan, if any, upon the Participant's death, or, if
         there is no designated Beneficiary or surviving designated Beneficiary,
         then the person, persons, trust, or trusts entitled by will or the laws
         of descent and distribution to receive such benefits.

(c)      "Board" means the Board of Directors of the Company.

(d)      "Committee" means the Compensation Committee of the Board or such other
         Board Committee as may be designated by the Board to administer the
         Plan; provided, however, that the Committee shall consist of two or
         more directors of the Company each of whom is a "disinterested person"
         within the meaning of Rule 16b-3 under the Securities Exchange Act of
         1934, as amended from time to time and an "outside director" as
         required by Section 162(m) of the Internal Revenue Code.

(e)      "Common Stock" means the Common Stock of the Company.

(f)      "Common Stock Outstanding" means the weighted average number of actual
         shares of Common Stock issued and outstanding during the Plan Year,
         determined in accordance


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         with generally accepted principles. In the event of a reorganization,
         recapitalization, stock split, spin off, stock dividend, combination of
         shares, merger, consolidation, rights offering, or any other change in
         the capital structure of the Company, the Committee may make such
         adjustment, if any, as it deems appropriate in the determination of
         Common Stock Outstanding.

(g)      "Company" means DST Systems, Inc., a corporation organized under the
         laws of Delaware, or any successor company.

(h)      "Disability" means the Participant, because of a physical or mental
         disability, will be unable to perform the duties of his or her
         customary position of employment (or is unable to engage in any
         substantial gainful activity for DST) for an indefinite period which
         the Committee considers will be of long continued duration. The Plan
         considers a Participant disabled on the date the Committee determines
         the Participant satisfies the definition of disability. The Committee
         may require a Participant to submit to a physical examination in order
         to confirm disability. The Committee will apply the provisions of this
         section in a nondiscriminatory, consistent and uniform manner.

(i)      "Earnings Per Share" or "EPS" means diluted earnings per share,
         determined in accordance with generally accepted accounting principles.

(j)      "Equity" shall mean either Restricted Common Stock or Options.

(k)      "Income" means net income of the Company and its consolidated
         Subsidiaries, determined in accordance with generally accepted
         principles, consistently applied, for any Plan Year for which the
         incentive awards are calculated, as reported by the Company and
         certified by the Company's independent certified public accountants.

(l)      "Market Price" means the closing price of Common Stock on the New York
         Stock Exchange.

(m)      "Options" shall mean non-qualified options to purchase Common Stock
         granted pursuant to Sections 5 and 7.

(n)      "Participant(s)" mean all officers of the Company and such officers of
         Subsidiaries and Affiliates as designated from time to time by the
         Compensation Committee.

(o)      "Plan" means this Officers Incentive Plan, as it may be amended from
         time to time.

(p)      "Plan Year" means the fiscal year of the Company. The first Plan Year
         will begin January 1, 1997 and end December 31, 1997.

(q)      "Restricted Common Stock" means Common Stock delivered in payment of an
         incentive award and subject to restrictions described in Section 7.


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(r)      "Subsidiary" means a corporation, domestic or foreign, the majority of
         the voting stock of which is owned directly or indirectly by the
         Company.

(s)      "Targeted Earnings Per Share" or "Targeted EPS" means the Earnings Per
         Share criteria to be established by the Committee, from time to time
         and in its sole discretion, pursuant to Section 4(b) for purposes of
         determining incentive awards.

SECTION 3.  ELIGIBILITY AND PARTICIPATION

Except in the event of (i) retirement on or after age 60, (ii) Disability, (iii)
death, or (iv) termination without cause, a Participant must be an active
employee of the Company, a Subsidiary, or Affiliate on December 31 of the Plan
Year to be eligible for an incentive award. In the event of retirement,
Disability, death, or termination without cause, the incentive award as
calculated at the end of and for the full Plan Year shall be pro-rated to
reflect the actual period of employment during the Plan Year.

SECTION 4.  INCENTIVE AWARD DETERMINATION

(a)      INCENTIVE AWARD OPPORTUNITY As soon as practical after adoption of the
         Plan, the Committee shall establish Threshold, Target, and Maximum
         incentive award opportunity levels (expressed as percentages of base
         salary as of the beginning of the Plan Year) for each Participant level
         in the Plan for the 1997, 1998, and 1999 Plan Years. For Plan Years
         following 1999, the Committee shall establish award opportunity levels
         at the times and in the manner it deems appropriate for carrying out
         the intent of this Plan.

         The amount of the incentive award earned will be pro-rated between
         incentive award opportunity levels to reflect actual performance
         attained. No incentive award will be payable with respect to a
         performance measure and weighting where less than Threshold performance
         has been attained. No incentive award for a Plan Year shall exceed 250%
         of the Participant's base salary as of the beginning of the Plan Year.

(b)      PERFORMANCE MEASURES AND WEIGHTING As soon as practical after adoption
         of the Plan, the Committee shall establish performance criteria and
         weighting between performance criteria for each level of incentive
         award opportunity for the 1997, 1998, and 1999 Plan Years. The
         performance criteria shall be based upon 1997 Targeted Earnings Per
         Share for each of the Threshold, Target and Maximum incentive award
         opportunity levels, annual increases in the Targeted Earnings Per Share
         for 1998 and 1999, and cumulative Targeted Earnings Per Share. For Plan
         Years following 1999, the Committee shall establish performance
         criteria and weighting among criteria for each Participant at the times
         and in the manner it deems appropriate for carrying out the intent of
         this Plan.

         Weighting between annual and cumulative Targeted Earnings Per Share
         goals for the first three Plan Years shall be as follows:


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         1997 Plan Year: 100% on 1997 Targeted EPS.

         1998 Plan Year: 67% on 1998 Targeted EPS; 33% on cumulative 1997 and
         1998 Targeted EPS.

         1999 Plan Year: 50% on 1999 Targeted EPS; 50% on cumulative 1997, 1998,
         and 1999 Targeted EPS.

SECTION 5.  PAYMENT OF EARNED INCENTIVE AWARDS

As soon as practical after the end of the Plan Year and upon the compilation of
the necessary information, the Committee shall determine the degree of
attainment of the performance measures and the awards payable in accordance with
Section 4 and this Section 5. The Committee shall certify, in writing, prior to
the payment of incentive awards that the performance goals and other material
terms of the Plan have been satisfied.

The aggregate incentive award determined for a Plan Year (annual and cumulative)
shall be paid to the Participant in a combination of cash and Equity, depending
on the level of incentive award earned, as follows:

(a)      100% cash for that portion of a Participant's incentive award up to and
         including his or her Threshold incentive opportunity level;

(b)      50% cash and 50% Equity for that portion of a Participant's incentive
         award above his or her Threshold incentive opportunity levels up to and
         including his or her Maximum incentive opportunity level; and

Upon the Committee's written certification, the Company shall pay the cash
portion of the incentive award earned, less any amounts required to be withheld
for federal, state and local taxes, as soon as practicable and shall grant the
Equity portion in accordance with the procedures and restrictions set forth in
Section 7.

SECTION 6.   LIMITATIONS ON INCENTIVE AWARDS

The aggregate value of all incentive awards for a Plan Year shall not exceed ten
percent (10%) of the Company's pre-tax income for such Plan Year. If incentive
awards generated in a Plan Year exceed this amount, the incentive awards for all
Participants shall be reduced pro-rata.

SECTION 7.  EQUITY ELECTION AND PROCEDURES

(a)      PARTICIPANT ELECTION Each Participant who may receive an award of
         Equity pursuant to Section 5 may elect to receive either Restricted
         Stock or Options. The procedures for making such election shall be
         determined from time to time by the Committee.


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(b)      RESTRICTED COMMON STOCK

         (i)      ISSUANCE OF RESTRICTED COMMON STOCK Each Participant electing
                  to receive Restricted Common Stock shall have issued in his or
                  her name a number of full shares of Restricted Common Stock
                  equal to the whole number of the quotient obtained by dividing
                  the dollar amount of the incentive award to be settled in
                  Equity, as determined in Section 5, by the Market Price on the
                  "date of grant". The date that the Committee approves the
                  incentive awards for the Plan Year shall be deemed to be the
                  date of grant. If the amount of the award is not evenly
                  divisible by such Market Price, then the remainder shall be
                  paid to the Participant in cash.

         (ii)     RIGHTS AND OBLIGATIONS ON RESTRICTED COMMON STOCK A
                  certificate for all shares of Restricted Common Stock
                  registered in the name of a Participant shall be delivered to
                  the office of the corporate secretary for safekeeping. The
                  Participant shall thereupon be a stockholder and have all the
                  rights of a stockholder with respect to such shares, including
                  the right to vote and receive all dividends or other
                  distributions made or paid with respect to such shares;
                  provided, that, in the discretion of the Compensation
                  Committee, all such distributions that are not capital stock
                  of the employer of the Participant shall be converted to
                  capital stock of such employer, and provided further, that
                  such shares of Restricted Common Stock, and any new,
                  additional or different securities the Participant may become
                  entitled to receive with respect to such shares by virtue of a
                  stock split or stock dividend or any other change in the
                  corporate or capital structure of the Company, shall be
                  subject to the restrictions described in Section 7 (b)(iii).

         (iii)    RESTRICTIONS ON RESTRICTED COMMON STOCK Prior to their release
                  as provided in Section 7(b)(iv), the shares of Restricted
                  Common Stock may not be sold, exchanged, transferred, pledged,
                  hypothecated, or otherwise disposed of by the Participant.
                  However, nothing herein shall preclude a Participant from
                  making a gift of any shares of Restricted Common Stock to a
                  spouse, child, step-child, grandchild, parent or sibling, or
                  legal dependent of the Participant or to a trust of which the
                  beneficiary or beneficiaries of the corpus and the income
                  shall be either such a person or the Participant; provided
                  that, the Restricted Common Stock so given shall remain
                  subject to the restrictions, obligations and conditions
                  described in this Section.

         (iv)     RELEASE OF RESTRICTIONS AND DELIVERY OF SHARES All
                  restrictions on Restricted Common Stock shall lapse on the
                  first day of the fourth fiscal year following the Plan Year
                  for which the Restricted Common Stock was awarded (the
                  "Release of Restriction Date"); provided, however that in the
                  event of termination of employment with the Company,
                  Subsidiary, or Affiliate prior to the Release of Restriction
                  Date for any reason other than the Participant's (i)
                  retirement on or after 60, (ii) Disability, (iii) death, or
                  (iv) termination by the Company without cause, all rights to
                  any shares of Restricted Common Stock with respect to such


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                  award shall be forfeited to the Company and certificates for
                  such shares shall be cancelled and of no further effect.

                  Any shares of Restricted Common Stock held by the office of
                  the corporate secretary on the Release of Restriction Date
                  shall be delivered, free and clear of all restrictions, to (A)
                  the Participant upon the Release of Restriction Date, his or
                  her retirement on or after 60, Disability, or termination
                  without cause; or (B) his or her Beneficiary upon his or her
                  death before retirement.

(c)      OPTIONS

         (i)      COMPUTATION OF NUMBER Each Participant electing to receive
                  Options shall have granted to him or her an option for that
                  number of shares of Common Stock equal to the whole number of
                  the quotient obtained by dividing (A) the dollar amount of the
                  incentive award to be settled in Common Stock options, as
                  determined in Section 5 times 1.25 by (B) the Black-Scholes
                  value of the options on the "date of grant." The date that the
                  Committee approves the incentive awards for the Plan Year
                  shall be deemed to be the date of grant. If the amount of the
                  award is not evenly divisible by such value, then the
                  remainder shall be paid to the Participant in cash.

         (ii)     OPTION TERMS The Common Stock options shall be subject to an
                  agreement between the grantee and the Corporation (an "Option
                  Agreement") and will contain the following terms:

                  (A)      the Common Stock options shall be non-qualified
                           options granted pursuant to the DST Systems, Inc.
                           1995 Stock Option and Performance Award Plan (the
                           "Option Plan");

                  (B)      the option price shall be the fair market value (as
                           defined in the Option Plan) on the date of grant;

                  (C)      the options shall become exercisable on the last day
                           of the third calendar year following the calendar
                           year for which the bonus allocated to the option was
                           earned, subject to becoming exercisable earlier upon
                           retirement, death, disability;

                  (D)      the options shall have a reload feature which would
                           be effective only if the fair market value of the
                           Common Stock has increased at least 20% from the date
                           of grant to the date of exercise;

                  (E)      the options shall be further subject to the terms and
                           conditions set forth in the Option Agreement.


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SECTION 8.  CHANGE IN CONTROL

(a)      EFFECT ON RESTRICTED COMMON STOCK AND OPTIONS In the event of a Change
         in Control (as defined below), all time periods and requirements
         necessary to cause a release of restrictions as set forth in Section
         7(b)(iv) shall be deemed to have been met; and, the Release of
         Restrictions Date will be deemed to be upon such Change in Control. Any
         shares of Restricted Common Stock then held by the office of the
         corporate secretary shall be delivered to the Participant upon such
         Release of Restrictions, free and clear of all restrictions. The effect
         of a change of control on Options shall be determined under the Option
         Agreement.

(b)      EFFECT ON PLAN YEAR Notwithstanding anything in the Plan to the
         contrary, in the event of a Change in Control:

         (i)      the Plan Year will end as of the Change in Control;

         (ii)     the attained level of performance with respect to any and all
                  performance goals and weighting and the resulting incentive
                  award earned for the Plan Year shall be deemed to be at
                  Maximum, without reduction for a short Plan Year; and

         (iii)    the incentive award for the Plan Year shall be paid promptly
                  in cash.

(c)      CHANGE IN CONTROL DEFINED For purposes of this Plan, a "Change in
         Control" shall be deemed to have occurred if the conditions in (i),
         (ii), or (iii) are met:

         (i)      for any reason at any time less than seventy-five percent
                  (75%) of the members of the Board shall be individuals who
                  fall into any of the following categories:

                  (A)      individuals who were members of such Board on
                           September 1, 1995;

                  (B)      individuals whose election, or nomination for
                           election by the Company's stockholders, was approved
                           by a vote of at least seventy-five percent (75%) of
                           the members of the Board then still in office who
                           were members of such Board on September 1, 1995; or

                  (C)      individuals whose election, or nomination for
                           election by the Company's stockholders, was approved
                           by a vote of at least seventy-five percent (75%) of
                           the members of the Board then still in office who
                           were elected in the manner described in (A) or (B)
                           above.

         (ii)     any "person" (as such term is used in Sections 13(d) and
                  14(d)(2) of the Exchange Act) shall have become, according to
                  a public announcement or filing, without the prior approval of
                  the Board, the "beneficial owner" (as defined in Rule 13(d)-3
                  under the Exchange Act) directly or indirectly, of securities
                  of the Company representing twenty percent (20%) or more


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                  (calculated in accordance with Rule 13(d)-3) of the combined
                  voting power of the Company's then outstanding voting
                  securities (such "person" hereafter referred to as a "Major
                  Stockholder"). For purposes of the Plan, Kansas City Southern
                  Industries, Inc. shall not be deemed to be a Major Stockholder
                  unless its ownership of voting securities of the Company,
                  directly or indirectly, falls below twenty percent (20%) and
                  subsequently increases to represent twenty percent (20%) or
                  more of the Company's then outstanding voting securities.

         (iii)    the stockholders of the Company shall have approved a merger,
                  consolidation or dissolution of the Company or a sale, lease,
                  exchange or disposition of all or substantially all of the
                  Company's assets, or a Major Stockholder shall have proposed
                  any such transaction, unless such merger, consolidation,
                  dissolution, sale, lease, exchange or disposition shall have
                  been approved by at least seventy-five percent (75%) of the
                  members of the Board who are individuals falling into any
                  combination of the following categories:

                  (A)      individuals who were members of such Board on
                           September 1, 1995;

                  (B)      individuals whose election or nomination for election
                           by the Company's stockholders was approved by at
                           least seventy-five percent (75%) of the members of
                           the Board then still in office who are members of the
                           Board on September 1, 1995; or

                  (C)      individuals whose election, or nomination for
                           election by the Company's stockholders was approved
                           by a vote of at least seventy-five percent (75%) of
                           the members of the Board then still in office who
                           were elected in the manner described in (A) or (B)
                           above.

SECTION 9.  PLAN ADMINISTRATION

The Plan shall be administered by the Committee which is authorized to establish
such rules and procedures necessary to carry out its tasks. The Committee shall
have sole discretion in interpreting and in exercising its authority under the
Plan. Any action of the Committee with respect to the Plan shall be final,
conclusive and binding on all persons including the Company, Subsidiaries,
Affiliates, Participants, and any person claiming any rights under the Plan from
or through any Participant.

Except for those functions that must be performed by the Committee pursuant to
Section 16 of the Securities Exchange Act of 1934 and other applicable law, the
Committee may delegate to officers of the Company the authority, subject to such
terms as the Committee shall determine, to perform administrative functions.
Notwithstanding anything herein to the contrary, the Committee shall be solely
responsible for certifying, in writing, prior to payment of any incentive awards
that the performance goals and other material terms were satisfied.


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SECTION 10.  NO RIGHT TO CONTINUED EMPLOYMENT

Neither the establishment of the Plan, the participation by an individual in the
Plan nor the payment of any award hereunder or any other action pursuant to the
Plan shall be held or construed to confer upon any Participant the right to
continue in the employ of the Company, a Subsidiary, or Affiliate or affect any
right which the Company or its Subsidiaries have to terminate at will the
employment of any such Participant.

SECTION 11.  NON-TRANSFERABILITY OF AWARDS

Except as otherwise provided in this Plan, no amount payable at any time under
the Plan shall be subject to alienation by anticipation, sale, transfer,
assignment, bankruptcy, pledge, attachment, charge, or encumbrance of any kind
nor in any manner be subject to the debts or liabilities of any person, and any
attempt to so alienate or subject any such amount shall be void.

SECTION 12.  AMENDMENT AND TERMINATION OF THE PLAN

The Committee may amend or terminate this Plan in whole or in part at any time
without the consent of or prior notice to any Participant including, but not
limited to modifying (a) the Targeted EPS, (b) the incentive award opportunity
levels for any or all Participants, (c) the weighting between annual and
cumulative Targeted EPS, (d) the percentages of cash, restricted stock (or other
equity components such as options) to be paid to a Participant as an incentive
award. No such amendment or termination shall adversely affect the right of a
Participant to receive any amount to which he has become entitled by achieving
goals prior to such amendment or termination. In the event of a termination of
the Plan or an amendment which adversely affects the computation of an award to
a Participant which occurs during a Plan Year, the Participant shall be entitled
to receive (i) a prorata award to the effective date of such termination or
amendment, calculated under the terms and conditions of the Plan immediately
prior to such effective date and (ii) any award provided by such amended Plan
for the balance of such Plan Year. Upon termination of this Plan, any Restricted
Common Stock held by the office of the corporate secretary shall remain subject
to the restrictions, obligations, rights and conditions described in Sections 7
and 8 as though the Plan had not terminated.

SECTION 13.  INDEMNIFICATION

The Company shall indemnify and hold harmless the Committee and each Committee
member against any and all claims, loss, damage, expense or liability arising
from any good faith action or failure to act with respect to this Plan.

SECTION 14.  INCAPACITY

If the Committee determines that any person entitled to payments under the Plan
is unable to care for his or her affairs because of illness or accident, or has
died without naming a


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Beneficiary, unless a prior claim has been made by a duly appointed legal
representative, any payment due to such person or his or her estate may, if the
Committee so directs, be paid to the person's spouse, child, a relative, an
institution maintaining or having custody of such person, or any other person
the Committee deems to be a proper recipient on behalf of the person entitled to
the payment.

SECTION 15.  GOVERNING LAW

The provisions of the Plan shall be construed and interpreted according to the
laws of the State of Missouri without reference to its principles of conflicts
of law.

SECTION 16.  SEVERABILITY

If any provision of the Plan is held invalid or unenforceable, such invalidity
or unenforceability shall not affect any other provision of the Plan, and the
Plan shall be construed and enforced as if such provision had not been included.

SECTION 17.  HEADINGS

The headings of sections of the Plan are for convenience of reference. In case
of any conflict, the text of the Plan, rather than such headings, shall control.

                                    * * * * *

This Plan adopted by the Compensation Committee this 27th day of February, 1997.

By:    /s/ M. Jeannine Strandjord
    --------------------------------------------------
    M. Jeannine Strandjord
    Chair, DST Systems, Inc. Compensation Committee

The Plan amended by the Compensation Committee on May 12, 1998, December 16,
1999 and February 2, 2000 and Restated as of February 2, 2000.

                                       /s/ M. Jeannine Strandjord
                                       --------------------------
                                       M. Jeannine Strandjord
                                       Chair, DST Systems, Inc.
                                       Compensation Committee


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