(..continued)



                                                                               5

                                                                 CONFORMED COPY


                                               AAA AGREEMENT


                                    ASSIGNMENT,    ASSUMPTION    AND   AMENDMENT
                           AGREEMENT (this "AAA Agreement")  dated as of January
                           11,  2000,  among  KANSAS CITY  SOUTHERN  INDUSTRIES,
                           INC.,  a  Delaware  corporation  ("KCSI"),   STILWELL
                           FINANCIAL, INC., a Delaware corporation ("Stilwell"),
                           and THE  CHASE  MANHATTAN  BANK,  a New York  banking
                           corporation, as agent (in such capacity, the "Agent")
                           for the Lenders (as defined  below) and as  Swingline
                           Lender (in such capacity,  the  "Swingline  Lender"),
                           relating to the Credit  Agreement dated as of January
                           11, 2000 (the "Credit  Agreement"),  among KCSI,  the
                           lenders   from  time  to  time  party   thereto  (the
                           "Lenders"), The Chase Manhattan Bank, as Agent and as
                           Swingline   Lender,   Bank  of  America,   N.A.,   as
                           Documentation  Agent,  and Fleet  National  Bank,  as
                           Syndication  Agent.  Capitalized  terms  used and not
                           defined  herein shall have the  meanings  assigned to
                           such terms in the Credit  Agreement or in the Amended
                           Credit Agreement (as defined below), as applicable.

                  WHEREAS, KCSI, the Lenders, the Swingline Lender and the Agent
are parties to the Credit Agreement;

                  WHEREAS,  KCSI and Stilwell  have entered into a  Contribution
Agreement  dated as of July 7,  1999,  which,  effective  as of July 1,  1999 as
between KCSI and Stilwell,  provided for the transfer of certain  capital stock,
investments and other assets and rights as provided  therein (the  "Contribution
Agreement");

                  WHEREAS,   the  parties  hereto  desire  to  provide  that  in
accordance  with  the  Contribution  Agreement  and in  order  to  complete  the
Assumption  in  accordance  with  the  Credit   Agreement,   KCSI's  rights  and
obligations under the Credit Agreement, including the Commitments thereunder and
any  outstanding  Loans,  shall be assigned  and  delegated  to, and assumed by,
Stilwell, all in accordance with the Credit Agreement;

                  WHEREAS,  in the event that KCSI and Stilwell  consummate  the
Assumption,  the parties  hereto have  agreed that this AAA  Agreement  shall be
executed by KCSI, Stilwell, the Swingline Lender and the Agent, on behalf of the
Lenders,  whereupon KCSI shall be released from all obligations under the Credit
Agreement  and the Credit  Agreement  shall be amended and  restated as provided
herein (the Credit Agreement, after giving effect to the amendments provided for
in this AAA Agreement,  the "Amended Credit  Agreement") with Stilwell  assuming
KCSI's  obligations  under the Credit  Agreement  and  becoming the sole obligor
under the Amended Credit Agreement;

                  WHEREAS,  the Lenders,  the Swingline Lender and the Agent are
willing,  subject to the terms and conditions of this AAA  Agreement,  to effect
certain amendments to the Credit Agreement as provided herein.

                  NOW,  THEREFORE,  in  consideration  of the mutual  agreements
contained in this AAA Agreement and other good and valuable  consideration,  the
sufficiency  and receipt of which are hereby  acknowledged,  the parties  hereto
hereby agree as follows:

                  SECTION 1.  Assignment,  Delegation,  Assumption  and Release.
Subject to the conditions set forth in Section 4 hereof, (a) KCSI hereby assigns
and  delegates to Stilwell all its rights and  obligations  under (i) the Credit
Agreement,  including the Commitments  thereunder and any outstanding Loans, and
(ii) the Fee Letter and the commitment  letter executed in connection  therewith
(such assigned and delegated  obligations being collectively  referred to herein
as the  "Assigned  Obligations"),  (b)  Stilwell  hereby  assumes  and agrees to
perform  the  Assigned  Obligations  and (c) KCSI is  hereby  released  from all
obligations under the Credit Agreement, the Fee Letter and the commitment letter
executed in connection therewith.

                  SECTION 2.  Amendment.  Subject to the conditions set forth in
Section 4 hereof:
                             -----------

                  (a) The Credit Agreement, including all schedules and exhibits
         thereto, is hereby amended,  subject to applicable provisions set forth
         therein as to the survival of certain rights and  obligations,  into an
         amended and restated credit agreement (the "Amended Credit  Agreement")
         identical  in form and  substance  to the  Credit  Agreement  except as
         expressly   modified  below.  Each  reference  in  the  Amended  Credit
         Agreement and in the exhibits  thereto to "the  Borrower" or to "Kansas
         City  Southern  Industries,  Inc." shall be deemed to be a reference to
         Stilwell.

                  (b) The third  paragraph of the preamble of the Amended Credit
         Agreement is amended to read in its entirety as follows:

                                    "The proceeds of borrowings hereunder are to
                           be used for  general  corporate  purposes  including,
                           without  limitation,  (a) to provide  liquidity for a
                           commercial   paper   program   and  (b)  to   finance
                           nonhostile acquisitions."

                  (c)  Section 1.01 of the Credit Agreement is hereby amended as
         follows:

                           (i) The following new  definitions  shall be added to
                  Section  1.01  of the  Credit  Agreement  in  the  appropriate
                  alphabetical  order  and  shall  read  in  their  entirety  as
                  follows:

                                    "'Guarantee    Agreement'   shall   mean   a
                           Guarantee  Agreement,  substantially  in the  form of
                           Exhibit A to the AAA Agreement,  made by the Borrower
                           in  favor  of  the  Agent  for  the  benefit  of  the
                           Lenders."

                                    "'Guarantor' shall mean Stilwell."

                                    "'Subsidiary   Borrowers'   shall  have  the
                           meaning assigned to such term in Section 2.23."

                           (ii)  The following definitions are hereby deleted:

                                    "Consolidated Total Assets",

                                    "Index Debt", and

                                     "STB".

                           (iii)  The following definitions are amended to read
                  in their entirety as follows:

                                    "'Applicable  Percentage'  shall mean on any
                           date,  with respect to (a) the Loans  comprising  any
                           Eurodollar  Standby  Borrowing,  0.35% per annum, (b)
                           the  Loans  comprising  any ABR  Borrowing,  0.0% per
                           annum, and (c) the Facility Fee, 0.15% per annum."

                                    "'Loan Documents' shall mean this Agreement,
                           the AAA Agreement,  the Guarantee Agreement,  the Fee
                           Letter  (and  the  commitment   letter   executed  in
                           connection  therewith)  and any  assignment  document
                           pursuant  to which  the  Borrower  shall  assign  and
                           delegate its rights and  obligations  to a Subsidiary
                           Borrower in accordance with Section 2.23."

                                    "'Obligations'   shall   mean   all   unpaid
                           principal  of and accrued and unpaid  interest on the
                           Loans,  all  accrued  and  unpaid  Fees and all other
                           obligations   of  the  Borrower  and  the  Subsidiary
                           Borrowers  to the  Lenders  or to any  Lender  or the
                           Agent arising under the Loan Documents."

                                    "'Significant Subsidiary' shall mean, on any
                           date of determination, each of (a) Janus, (b) Berger,
                           (c) Berger LLC, a Subsidiary  of Berger,  and (d) any
                           Subsidiary the assets of which represent on such date
                           more than 10% of the consolidated total assets of the
                           Borrower and the Consolidated Subsidiaries determined
                           in accordance with GAAP."

                  (d)  Section  2.22(b)  of the Credit  Agreement  is amended by
         deleting the reference  therein to "account  number  987-087-8577"  and
         replacing it with a reference to "account number 987-096-4961".

                  (e) A new  Section  2.23  shall  be  added to the text and the
         table  of  contents  of the  Credit  Agreement  and  shall  read in its
         entirety as follows:

                           "SECTION  2.23.  Delegation  and Assumption of Loans.
                  The  Borrower  may from time to time assign and  delegate  its
                  rights and  obligations  in respect of all or a portion of any
                  Borrowing and its obligations  under the Loan Documents to one
                  or more of its  Subsidiaries  that  is a  domestic  Subsidiary
                  (each such Subsidiary, a "Subsidiary Borrower"); provided that
                  such  Subsidiary   Borrower  will  assume  such   obligations,
                  pursuant to an  assignment  that will  result in the  Borrower
                  being relieved of its  obligations as a Borrower in respect of
                  the  Borrowing  or portion  thereof so  assigned  (but not any
                  obligations  in respect  of such  Borrowing  that arise  under
                  other  Loan  Documents  in  the   Borrower's   capacity  as  a
                  Guarantor) and the applicable  Subsidiary  Borrower succeeding
                  to all such  obligations.  The  Lenders  agree to permit  such
                  assignments,   subject  to  the  prior   satisfaction  of  the
                  following conditions in respect of each such assignment:

                                    (a) each such assignment shall be made
                           pursuant to documentation reasonably satisfactory in
                           form and substance to the Agent;

                                    (b) each such assignment shall be subject to
                           all the terms and  conditions  hereof  that  would be
                           applicable  to the relevant  type of Borrowing on the
                           date of such assignment by the Borrower; and

                                    (c) the Guarantee Agreement shall have been
                           executed and delivered by Stilwell and shall be in
                           full force and effect; and

                                    (d) the Agent may,  in its sole  discretion,
                           require,  as an  additional  condition  to  any  such
                           assignment,  the  delivery of such  certificates  and
                           legal  opinions as to the assignment and the assignee
                           as it shall reasonably  request including evidence of
                           resolutions duly adopted by the Board of Directors of
                           the applicable  Subsidiary  Borrower  authorizing the
                           execution, delivery and performance of the applicable
                           Loan  Documents and the  borrowings  thereunder,  and
                           that  such   resolutions   have  not  been  modified,
                           rescinded  or  amended  and  are in  full  force  and
                           effect."

                  (f)  Section 3.02 of the Credit Agreement is amended to read
         in its entirety as follows:

                           "SECTION 3.02.  Authorization  and Validity.  Each of
                  the Borrower and each  Subsidiary  Borrower has the  corporate
                  power and authority and legal right to execute and deliver the
                  Loan  Documents  to which  it is a party  and to  perform  its
                  obligations thereunder (collectively, the "Transactions"). The
                  Transactions  have been duly  authorized  by proper  corporate
                  proceedings,  and the Loan Documents  constitute legal,  valid
                  and binding  obligations  of the Borrower  and the  Subsidiary
                  Borrowers  enforceable against the Borrower and the Subsidiary
                  Borrowers  in   accordance   with  their   terms,   except  as
                  enforceability  may  be  limited  by  bankruptcy,  insolvency,
                  moratorium  or  similar  laws  affecting  the  enforcement  of
                  creditors' rights generally."

                  (g)  Section  3.03  of the  Credit  Agreement  is  amended  by
         deleting  the  parenthetical   "(including,   without  limitation,  the
         Interstate Commerce Commission Termination Act of 1995 (the "Interstate
         Commerce Act") and the regulations  promulgated  thereunder)"  from the
         fourth and fifth lines thereof.

                  (h)  Section  3.04(a)  of the Credit  Agreement  is amended by
         deleting  the  parenthetical   "(including,   without  limitation,  the
         Interstate  Commerce  Act and the  Railway  Labor  Act)"  from  the end
         thereof.
                  (i)  Section 5.01 of the Credit Agreement is hereby amended to
         read in its entirety as follows:

                           "SECTION  5.01.  Conduct of Business;  Maintenance of
                  Ownership of Subsidiaries  and Maintenance of Properties.  (a)
                  The Borrower will, and will cause each Significant  Subsidiary
                  to,  carry on and conduct its  business in  substantially  the
                  same manner and in substantially the same fields of enterprise
                  as it is presently conducted and to do all things necessary to
                  remain  duly  incorporated,   validly  existing  and  in  good
                  standing  as a domestic  corporation  in its  jurisdiction  of
                  incorporation and maintain all requisite  authority to conduct
                  its  business in each  jurisdiction  in which its  business is
                  conducted.

                           (b) The Borrower  will at all times own,  directly or
                  indirectly,  not less than 66-2/3% of the  outstanding  voting
                  securities  of both  Janus and  Berger,  in each case free and
                  clear of any Liens on such securities.

                           (c)  The   Borrower   will,   and  will   cause  each
                  Significant   Subsidiary  to,  do  all  things   necessary  to
                  maintain, preserve, protect and keep their properties material
                  to the conduct of their business in good repair, working order
                  and  condition,  and make all  necessary  and proper  repairs,
                  renewals and replacements so that their businesses  carried on
                  in  connection  therewith  may be  properly  conducted  at all
                  times.

                           (d) If the Spin-Off is  completed,  the Borrower will
                  cause the  Spin-Off to be  completed  (i) in  accordance  with
                  applicable  law,  (ii) as disclosed in its Form 10  previously
                  delivered  to the Agent  and  (iii) on terms and with  results
                  consistent with the pro forma financial information previously
                  delivered to the Agent and the Lenders."

                  (j)  Section  5.03(a)  of the Credit  Agreement  is amended by
         deleting  the  words  ",  the   Interstate   Commerce   Act"  from  the
         parenthetical contained therein.

                  (k)  Section  5.04(g)  of the Credit  Agreement  is amended by
         deleting the words "and filed by any of them with the STB" from the end
         thereof.

                  (l) Section 6.01(a) of the Credit  Agreement is amended by (x)
         deleting the words "railroad transportation or" from the second line of
         clause  6.01(a)(ii);  (y)  deleting the word "and" at the end of clause
         6.01(a)(iv); inserting new clauses 6.01(a)(v) and 6.01(a)(vi) that read
         in their entirety as follows:

                  "(v) Indebtedness of the Subsidiary Borrowers under the Loan
          Documents;

                  (vi) Indebtedness of Subsidiaries under the 1999 Credit
          Agreement; and",

          and (z) renumbering existing clause 6.01(a)(v) as clause 6.01(a)(vii).

                  (m)  Section 6.03 of the Credit Agreement is amended by
         deleting the last sentence thereof.

                  (n)  Section 6.04 of the Credit Agreement is amended to read
         as follows:

                           SECTION 6.04.  Mergers,  Consolidations and Transfers
                  of  Assets.  The  Borrower  will not,  and will not permit any
                  Subsidiary  to,  merge  into or  consolidate  with  any  other
                  person,   or  permit  any  other   person  to  merge  into  or
                  consolidate  with it, or sell,  transfer,  lease or  otherwise
                  dispose of (in one transaction or in a series of transactions)
                  all or any  substantial  part of its assets (whether now owned
                  or hereafter acquired) or any capital stock of any Subsidiary,
                  except  that  (a) the  Borrower  and any  Subsidiary  may sell
                  assets in the  ordinary  course of business  and (b) if at the
                  time thereof and  immediately  after giving effect  thereto no
                  Event  of  Default  or  Default  shall  have  occurred  and be
                  continuing (i) any wholly owned  Subsidiary may merge into the
                  Borrower  in a  transaction  in  which  the  Borrower  is  the
                  surviving  corporation,  (ii) any wholly owned  Subsidiary may
                  merge  into  or  consolidate   with  any  other  wholly  owned
                  Subsidiary in a transaction in which the surviving entity is a
                  wholly owned  Subsidiary and no person other than the Borrower
                  or a wholly owned Subsidiary receives any consideration, (iii)
                  the Borrower and the Subsidiaries may sell, transfer, lease or
                  dispose  of assets  out of the  ordinary  course  of  business
                  having  depreciated book values (determined in accordance with
                  GAAP)  that in the  aggregate  for all assets so  disposed  of
                  during the term of this Agreement  (other than pursuant to the
                  following  clause (iv)) do not exceed 15% of Consolidated  Net
                  Worth on any date of  determination  to any other  person  and
                  (iv) the Borrower may sell the common stock of DST Systems for
                  cash to a third  party buyer that is not an  Affiliate  of the
                  Borrower."

                  (o)  Section 6.07 of the Credit Agreement is amended to read
         in its entirety as follows:

                           "SECTION 6.07.  Certain Financial Covenants.  The
         Borrower will not:
                                           ----------------------------

                                    (a)   permit   at  any  date  the  ratio  of
                           Consolidated  Total  Indebtedness  on  such  date  to
                           Consolidated  EBITDA for the period of four  quarters
                           most recently  ended as of such date to exceed 2.0 to
                           1.0;

                                    (b)   permit   for   any   period   of  four
                           consecutive fiscal quarters the ratio of Consolidated
                           EBITDA  for  such  period  to  Consolidated  Interest
                           Expense  for such  period to be less than 4.0 to 1.0;
                           or

                                    (c) permit Consolidated Net Worth to be less
                           than $325,000,000 at any time."

                  (p)  Article VII, clause (m) is amended to read as follows:

                           "(m) the Borrower shall cease to own  beneficially at
                  least 66-2/3% of the outstanding  voting  securities of either
                  Berger or Janus."

                  (q)  Section 9.01(a) of the Credit Agreement is hereby amended
                  to read as follows:

                           "(a)  if to  the  Borrower,  to it at 114  West  11th
                  Street,  Kansas City,  Missouri  64105-1808,  Attention of the
                  Vice President - Finance (Telecopy No. (816) 983-1192), with a
                  copy to the Vice  President and Secretary  (Telecopy No. (816)
                  983-1192);"

                  (r)  Subsection  9.08(b)  of the  Credit  Agreement  is hereby
         amended by (i) deleting the word "or" at the end of clause  9.08(b)(ii)
         and (ii)  inserting  a new  clause  9.08(b)(iv)  immediately  following
         clause 9.08(b)(iii) that reads in its entiretly as follows:

                           "or (iv)  release the  Guarantor  from its  Guarantee
                  under  the  Guarantee  Agreement,  or limit its  liability  in
                  respect  of such  Guarantee,  in any case  without  the  prior
                  written consent of each Lender".

                  (s)  Each reference to "Kansas City Southern Industries, Inc."
         in the Exhibits to the Credit Agreement shall be changed to a reference
         to "Stilwell Financial, Inc." in the Amended Credit Agreement.

                  (t)  The table of contents of the Credit Agreement is amended
         as follows:

                           (i)  Adding the following Section reference:

                                    "Section 2.23 Delegation and Assumption of
                           Borrowings..."

                           (ii)  Revising the following Section reference:

                                    "Section 5.01   Conduct of Business;
                           Maintenance of Ownership of Subsidiaries and
                           Maintenance of Properties..."

                  (u) Each of Schedule 3.08,  3.09, 3.17, 6.01, 6.02 and 6.04 to
         the Credit  Agreement is hereby replaced by Schedule 3.08,  3.09, 3.17,
         6.01, 6.02 and 6.04 attached hereto.

                  SECTION 3.  Representations and Warranties.  Each of KCSI and
Stilwell represents and warrants to each of the Lenders that:

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


                  (a) This AAA Agreement has been duly authorized,  and executed
         and  delivered  by it and  constitutes  its  legal,  valid and  binding
         obligation enforceable in accordance with its terms.

                  (b) The  representations  and  warranties set forth in Article
         III of each of the Credit  Agreement and the Amended Credit  Agreement,
         are true and correct in all  material  respects on the date hereof with
         the same  effect as if made on the date  hereof,  except to the  extent
         such  representations  and  warranties  expressly  relate to an earlier
         date.

                  (c) Before and after giving effect to this AAA  Agreement,  no
         Default or Event of Default has  occurred and is  continuing  under the
         Credit Agreement or the Amended Credit Agreement, as the case may be.

                  SECTION 4.  Conditions  to  Effectiveness.  This AAA Agreement
shall become effective as of the date (the "Effective Date") first above written
upon the satisfaction of the following conditions  precedent  (capitalized terms
used in this Section 4 shall have the meanings  assigned  thereto in the Amended
Credit Agreement):

                  (a) The Agent  shall have  received  counterparts  of this AAA
         Agreement  which,  when taken together,  bear the signatures of all the
         parties hereto.

                  (b) The Agent shall have received, on behalf of itself and the
         Lenders,  a  favorable  written  opinion of counsel  for the  Borrower,
         substantially  to the  effect  set  forth in  Exhibit  D of the  Credit
         Agreement (but referring to this AAA Agreement and the Credit Agreement
         as amended  hereby and to Stilwell  as the  Borrower  thereunder),  (i)
         dated the date hereof, (ii) addressed to the Agent and the Lenders, and
         (iii) covering such other matters  relating to this AAA Agreement,  the
         Loan  Documents  and the  Transactions  as the Agent  shall  reasonably
         request, and each of KCSI and Stilwell hereby instructs such counsel to
         deliver such opinion.

                  (c) All  legal  matters  incident  to this AAA  Agreement  the
         borrowings  and  extensions  of credit  hereunder  and the  other  Loan
         Documents  shall  be  reasonably  satisfactory  to the  Lenders  and to
         Cravath, Swaine & Moore, counsel for the Agent.

                  (d)  The  Agent  shall  have   received  (i)  a  copy  of  the
         certificate  or articles of  incorporation,  including  all  amendments
         thereto, of Stilwell, certified as of a recent date by the Secretary of
         State  of the  State  of  Delaware,  and a  certificate  as to the good
         standing of Stilwell as of a recent date from such  Secretary of State;
         (ii) a  certificate  of the  Secretary  or an  Assistant  Secretary  of
         Stilwell dated the date hereof and certifying (A) that attached thereto
         is a true and complete  copy of the by-laws of Stilwell as in effect on
         the date  hereof and at all times since a date prior to the date of the
         resolutions described in clause (B) below, (B) that attached thereto is
         a true and complete  copy of  resolutions  duly adopted by the Board of
         Directors  of  Stilwell   authorizing   the  execution,   delivery  and
         performance of this Agreement and the Loan Documents and the borrowings
         hereunder  and  thereunder,  and that  such  resolutions  have not been
         modified,  rescinded  or amended and are in full force and effect,  (C)
         that the certificate or articles of  incorporation of Stilwell have not
         been amended since the date of the last amendment  thereto shown on the
         certificate  of good standing  furnished  pursuant to clause (i) above,
         and (D) as to the  incumbency  and  specimen  signature of each officer
         executing  any  Loan  Document  or  any  other  document  delivered  in
         connection  herewith  on  behalf of  Stilwell  (iii) a  certificate  of
         another  officer as to the  incumbency  and  specimen  signature of the
         Secretary or Assistant Secretary executing the certificate  pursuant to
         (ii) above;  and (iv) such other  documents  as the Lenders or Cravath,
         Swaine & Moore, counsel for the Agent, may reasonably request.

                  (e) There shall be no litigation,  actual or threatened,  that
         in the  reasonable  judgment of the Agent would (a) be likely to affect
         materially and adversely the business,  assets, condition (financial or
         otherwise)  or  prospects  of  Stilwell  or the  ability of Stilwell to
         perform its  obligations  under the Loan Documents or (b) be materially
         inconsistent  with the  assumptions  underlying the pro forma financial
         information and projections  previously  delivered to the Agent and the
         Lenders pursuant to Section 3.05(b).

                  (f) After giving effect to the Transfer  Transaction  and this
         AAA  Agreement,  the  representations  and  warranties set forth in the
         Amended  Credit  Agreement  shall be true and  correct in all  material
         respects,  no Default or Event of Default  shall have  occurred  and be
         continuing  under  either the Credit  Agreement  or the Amended  Credit
         Agreement and Stilwell and its subsidiaries shall be in compliance on a
         pro forma basis with Section 6.07 of the Amended Credit Agreement.

                  (g) The Agent  shall have  received a  certificate,  dated the
         date of this AAA Agreement  and signed by a Financial  Officer of KCSI,
         with respect to the Credit Agreement, and Stilwell, with respect to the
         Amended Credit  Agreement,  confirming  compliance  with the conditions
         precedent  set forth in  paragraphs  (b) and (c) of Section 4.01 of the
         applicable agreement.

                  (h) The Agent shall have  received all Fees and other  amounts
         due and  payable  on or  prior to the date  hereof,  including,  to the
         extent invoiced, reimbursement or payment of all out-of-pocket expenses
         required  to be  reimbursed  or paid by KCSI or Stilwell  hereunder  or
         under any other Loan Document.

                  (i) On the date hereof (i) the Guarantee  Agreement shall have
         been duly  executed  and  delivered to the Agent by the  Guarantor  and
         shall be in full force and effect and (ii) Stilwell shall have executed
         and delivered a promissory  note in favor of any Lender that previously
         had  obtained a promissory  note from KCSI  pursuant to Section 2.07 of
         the Credit  Agreement and such promissory  notes shall be in full force
         and effect.

                  (j) The Transfer  Transaction  and the  Assumption  shall have
         been completed in accordance  with applicable law and on terms and with
         results  consistent  with  the  pro  forma  financial  information  and
         projections previously delivered to the Agent and the Lenders.

                  (k) Immediately  after giving effect to the Assumption and the
         Spin-Off,  (i) Stilwell and its subsidiaries  shall have outstanding no
         indebtedness or preferred stock other than (v) Loans  outstanding under
         the  Credit  Agreement,  (w) Loans  outstanding  under the 1999  Credit
         Agreement, (x) other indebtedness in an aggregate amount outstanding at
         any time no greater than  $10,000,000  (or its  equivalent in any other
         currency),  (y) preferred  stock of  subsidiaries  of Stilwell owned by
         Stilwell and (z) other  indebtedness  and  preferred  stock  reasonably
         satisfactory  to the Lenders and (ii) Stilwell  shall not nor shall any
         of its  subsidiaries,  under the terms of any  agreements  entered into
         with  KCSI or any  other  Person,  be  responsible  for any  direct  or
         contingent  liabilities  other than (y) those  historically  associated
         with the businesses and assets  transferred to Stilwell in the Transfer
         Transaction and (z) obligations  under the Amended Credit Agreement and
         under the 1999 Credit Agreement.

                  (l) All  governmental  and third party  approvals  required in
         connection with the Transfer Transaction and this AAA Agreement and the
         transactions  contemplated  hereby and thereby shall have been obtained
         on terms reasonably  satisfactory to the Agent,  all applicable  appeal
         periods in connection with any such  governmental  approvals shall have
         expired and there shall be no governmental or judicial  action,  actual
         or threatened,  that could reasonably be expected to restrain,  prevent
         or impose burdensome conditions on the Transfer Transaction or this AAA
         Agreement or the transactions contemplated hereby or thereby.

                  (m) The Lenders  shall have  received a  consolidated  balance
         sheet  of  Stilwell  as of the  last  day of the  fiscal  quarter  most
         recently  ended prior to the  execution of this AAA  Agreement,  giving
         effect to the  Contribution  Agreement  as if it had  occurred  on such
         date,  which shall not be  materially  inconsistent  with the pro forma
         financial information and projections previously delivered to the Agent
         and the Lenders.

                  SECTION 5.  APPLICABLE LAW.  THIS AAA AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
                             ----------------


                  SECTION  6.  Credit  Agreement.  Until the  occurrence  of the
Effective  Date as  provided  in Section 4 hereof,  the Credit  Agreement  shall
continue in full force and effect in accordance with the provisions  thereof and
the rights and obligations of the parties thereto shall not be affected  hereby,
and all Fees and interest  accruing under the Credit Agreement shall continue to
accrue at the rates provided for therein.

                  SECTION 7. Amended Credit Agreement;  Borrower.  Any reference
in the Amended Credit  Agreement,  or in any documents or  instruments  required
thereunder or annexes or schedules  thereto,  referring to the Credit Agreement,
shall be deemed to refer to the Amended Credit Agreement. As used in the Amended
Credit  Agreement,   the  terms   "Agreement",   "this   Agreement",   "herein",
"hereinafter",  "hereto", "hereof" and words of similar import shall, unless the
context  otherwise  requires,  mean the  Amended  Credit  Agreement.  Except  as
expressly modified by this AAA Agreement, the terms and provisions of the Credit
Agreement are hereby  confirmed and ratified in all respects and shall remain in
full  force  and  effect  as the  terms and  provisions  of the  Amended  Credit
Agreement.  Each  reference in the Amended  Credit  Agreement to "the  Borrower"
shall mean Stilwell  Financial,  Inc. and not Kansas City  Southern  Industries,
Inc.

                  SECTION 8. Counterparts. This AAA Agreement may be executed in
two or more counterparts,  each of which shall constitute an original but all of
which when taken  together shall  constitute  but one contracts.  Delivery of an
executed  counterpart  of a signature  page of this AAA  Agreement  by facsimile
transmission  shall be as effective of a manually  executed  counterpart of this
AAA Agreement.

                  SECTION 9.  Expenses.  The Borrower  agrees to  reimburse  the
Agent for their  out-of-pocket  expenses in  connection  with this AAA Agreement
including the reasonable fees,  charges and  disbursements of Cravath,  Swaine &
Moore, counsel for the Agent.


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


   KANSAS CITY SOUTHERN INDUSTRIES, INC.

        by
                /s/ Richard P. Bruening
            Name:    Richard P. Bruening
            Title:   Vice President, General Counsel and
                     Secretary


   STILWELL FINANCIAL, INC.,

        by
                   /s/ Anthony P. McCarthy
            Name:  Anthony P. McCarthy
            Title:    Vice President & Treasurer


   THE CHASE MANHATTAN BANK, individually, as
   Swingline Lender and as Agent,

        by
                /s/ Laurie B. Perper
               Name:   Laurie B. Perper
            Title:     Vice President


<PAGE>


                                                                       EXHIBIT A
                                                 to the Assignment, Assumption
                                                        and Amendment Agreement

                                                 [Form of]

                                            GUARANTEE AGREEMENT


                           GUARANTEE  AGREEMENT (this  "Agreement")  dated as of
                  January 11, 2000, between STILWELL FINANCIAL, INC., a Delaware
                  corporation (the "Borrower" or the "Guarantor"), and THE CHASE
                  MANHATTAN   BANK,   a  New  York   banking   corporation,   as
                  administrative agent (the "Agent") for the Lenders (as defined
                  in the Credit Agreement referred to below).

         Reference is made to (a) the Credit  Agreement  dated as of January 11,
2000 (as amended,  supplemented  or otherwise  modified  from time to time,  the
"Credit Agreement"),  among KANSAS CITY SOUTHERN INDUSTRIES,  INC. ("KCSI"), the
Lenders from time to time party thereto,  The Chase Manhattan Bank, as swingline
lender and as administrative  agent for the Lenders,  Bank of America,  N.A., as
Documentation  Agent, and Fleet National Bank, as Syndication Agent, and (b) the
Assignment, Assumption and Amendment Agreement dated the date hereof among KCSI,
the Guarantor and the Agent (as amended, supplemented or otherwise modified from
time to time,  the "AAA  Agreement").  Capitalized  terms  used  herein  and not
defined  herein  shall have the  meanings  assigned  to such terms in the Credit
Agreement, as amended by the AAA Agreement (the "Amended Credit Agreement").

         The Lenders have agreed to make Loans to the Borrower  pursuant to, and
upon the terms and subject to the  conditions  specified in, the Amended  Credit
Agreement.

         Pursuant to Section 2.23 of the Amended Credit Agreement,  the Borrower
may from time to time assign and delegate its rights and  obligations in respect
of all or a portion of any Borrowing to one or more  Subsidiary  Borrowers  that
will assume such  obligations  pursuant to an assignment that will result in the
Borrower  being  relieved  of its  obligations  as a Borrower  in respect of the
Borrowing or portion  thereof so assigned (but not any obligations in respect of
such Borrowing that arise under other Loan Documents in the Borrower's  capacity
as a Guarantor  hereunder) and the applicable  Subsidiary Borrower succeeding to
all such obligations.

         It is a condition  precedent to the  effectiveness of the AAA Agreement
that the Guarantor shall have executed and delivered this Agreement to the Agent
for the ratable benefit of the Lenders.

         In  consideration of the premises and to induce the Agent, on behalf of
the  Lenders,  to enter  into this  Agreement  and  permit  the  assignment  and
delegation of Borrowings to Subsidiary Borrowers, as provided in Section 2.23 of
the Amended Credit  Agreement,  the Guarantor  hereby agrees with the Agent, for
the ratable benefit of the Lenders, as follows:

         Accordingly, the parties hereto agree as follows:

         SECTION 1. Guarantee. The Guarantor  unconditionally  guarantees,  as a
primary obligor and not merely as a surety,  (a) the due and punctual payment of
the  Obligations  and (b) the due and  punctual  performance  of all  covenants,
agreements, obligations and liabilities of the Loan Parties under or pursuant to
the Amended Credit  Agreement and the other Loan Documents (all the monetary and
other  obligations  referred  to in the  preceding  clauses  (a) and  (b)  being
collectively called the "Guaranteed Obligations").  The Guarantor further agrees
that the Guaranteed  Obligations may be extended,  renewed or modified, in whole
or in part, without notice to or further assent from it, and that it will remain
bound upon its guarantee notwithstanding any extension,  renewal or modification
of any Guaranteed Obligation.

         SECTION 2.  Guaranteed  Obligations  Not Waived.  To the fullest extent
permitted by applicable  law, the  Guarantor  waives  presentment  to, demand of
payment from and protest to any  Subsidiary  Borrower or the Guarantor of any of
the  Guaranteed  Obligations,  and  also  waives  notice  of  acceptance  of its
guarantee and notice of protest for nonpayment.  To the fullest extent permitted
by  applicable  law, the  obligations  of the Guarantor  hereunder  shall not be
affected  by (a) the  failure  of the Agent or any Lender to assert any claim or
demand or to enforce or  exercise  any right or remedy  against  any  Subsidiary
Borrower or the Guarantor, under the provisions of the Amended Credit Agreement,
any other Loan Document or otherwise or (b) any rescission, waiver, amendment or
modification  of, or any  release  from any of the terms or  provisions  of this
Agreement, any other Loan Document, any Guarantee or any other agreement.

         SECTION 3. Guarantee of Payment.  The Guarantor further agrees that its
guarantee constitutes a guarantee of payment when due and not of collection, and
waives any right to require that any resort be had by the Agent or any Lender to
any  balance of any  deposit  account or credit on the books of the Agent or any
Lender in favor of any Subsidiary Borrower or any other person.

         SECTION 4. No Discharge or Diminishment  of Guarantee.  The obligations
of the Guarantor  hereunder  shall not be subject to any reduction,  limitation,
impairment or termination for any reason (other than the indefeasible payment in
full in cash of the  Guaranteed  Obligations),  including  any claim of  waiver,
release,   surrender,   alteration  or  compromise  of  any  of  the  Guaranteed
Obligations,  and shall not be subject to any  defense or setoff,  counterclaim,
recoupment or termination whatsoever by reason of the invalidity,  illegality or
unenforceability  of the Guaranteed  Obligations or otherwise.  Without limiting
the generality of the  foregoing,  the  obligations  of the Guarantor  hereunder
shall not be discharged or impaired or otherwise  affected by the failure of the
Agent or any Lender to assert any claim or demand or to enforce any remedy under
the Amended Credit Agreement, any other Loan Document or any other agreement, by
any waiver or  modification  of any  provision of any  thereof,  by any default,
failure or delay,  wilful or otherwise,  in the  performance  of the  Guaranteed
Obligations,  or by any other act or omission that may or might in any manner or
to any extent vary the risk of the Guarantor or that would otherwise  operate as
a  discharge  of the  Guarantor  as a matter  of law or equity  (other  than the
indefeasible payment in full in cash of all the Guaranteed Obligations).

         SECTION 5.  Defenses  of  Subsidiary  Borrower  Waived.  To the fullest
extent permitted by applicable law, the Guarantor waives any defense based on or
arising out of any defense of any Subsidiary Borrower or the unenforceability of
the Guaranteed  Obligations or any part thereof from any cause, or the cessation
from any cause of the liability of any Subsidiary Borrower, other than the final
and  indefeasible  payment in full in cash of the  Guaranteed  Obligations.  The
Agent and any Lender may, at their  election,  compromise  or adjust any part of
the Guaranteed  Obligations,  make any other  accommodation  with any Subsidiary
Borrower or exercise  any other right or remedy  available  to them  against any
Subsidiary Borrower,  without affecting or impairing in any way the liability of
the Guarantor  hereunder  except to the extent the Guaranteed  Obligations  have
been fully,  finally and indefeasibly paid in cash.  Pursuant to applicable law,
the  Guarantor  waives any defense  arising out of any such election even though
such election  operates,  pursuant to applicable law, to impair or to extinguish
any  right of  reimbursement  or  subrogation  or other  right or  remedy of the
Guarantor against any Subsidiary Borrower.

         SECTION 6.  Agreement  to Pay;  Subordination.  In  furtherance  of the
foregoing  and not in limitation of any other right that the Agent or any Lender
has at law or in equity against any Guarantor by virtue hereof, upon the failure
of any Subsidiary Borrower to pay any Guaranteed Obligation when and as the same
shall  become  due,  whether  at  maturity,  by  acceleration,  after  notice of
prepayment or otherwise,  the Guarantor  hereby  promises to and will  forthwith
pay, or cause to be paid, to the Agent or such Lender as  designated  thereby in
cash the  amount of such  unpaid  Guaranteed  Obligations.  Upon  payment by the
Guarantor of any sums to the Agent or any Lender as provided  above,  all rights
of the Guarantor against any Subsidiary  Borrower arising as a result thereof by
way of right of subrogation, contribution, reimbursement, indemnity or otherwise
shall in all respects be subordinate and junior in right of payment to the prior
indefeasible  payment  in full in cash  of all the  Guaranteed  Obligations.  In
addition,  any indebtedness of any Subsidiary  Borrower now or hereafter held by
the Guarantor is hereby subordinated in right of payment to the prior payment in
full of the Guaranteed  Obligations.  If any amount shall erroneously be paid to
the Guarantor on account of (i) such subrogation,  contribution,  reimbursement,
indemnity  or  similar  right or (ii) any such  indebtedness  of any  Subsidiary
Borrower,  such amount shall be held in trust for the benefit of the Lenders and
shall  forthwith be paid to the Agent to be credited  against the payment of the
Guaranteed  Obligations,  whether  matured or unmatured,  in accordance with the
terms of the Loan Documents.

         SECTION 7. Information.  The Guarantor assumes all  responsibility  for
being and keeping itself informed of each of the Subsidiary Borrower's financial
condition and assets,  and of all other  circumstances  bearing upon the risk of
nonpayment of the Guaranteed Obligations and the nature, scope and extent of the
risks that the Guarantor assumes and incurs  hereunder,  and agrees that none of
the  Agent or the  Lenders  will  have  any  duty to  advise  the  Guarantor  of
information known to it or any of them regarding such circumstances or risks.

         SECTION 8. Representations and Warranties. The Guarantor represents and
warrants that all representations and warranties contained in the Amended Credit
Agreement  are true and correct with the same effect as if made on and as of the
date  hereof,  except to the extent  that such  representations  and  warranties
expressly relate to an earlier date.

         SECTION  9.  Termination.  The  Guarantees  made  hereunder  (a)  shall
terminate when all the Guaranteed  Obligations  have been  indefeasibly  paid in
full and the  Lenders  have no further  commitments  to lend  under the  Amended
Credit Agreement and (b) shall continue to be effective or be reinstated, as the
case may be, if at any time  payment,  or any part  thereof,  of any  Guaranteed
Obligation  is  rescinded  or must  otherwise  be  restored by any Lender or the
Guarantor upon the bankruptcy or reorganization of any Subsidiary Borrower,  the
Guarantor or otherwise.

         SECTION 10. Binding Effect; Assignments. Whenever in this Agreement any
of the parties hereto is referred to, such reference  shall be deemed to include
the  successors  and  assigns of such party;  and all  covenants,  promises  and
agreements by or on behalf of the Guarantor that are contained in this Agreement
shall bind and inure to the  benefit of each party  hereto and their  respective
successors and assigns. This Agreement shall become effective when a counterpart
hereof  executed on behalf of the  Guarantor  shall have been  delivered  to the
Agent, and a counterpart hereof shall have been executed on behalf of the Agent,
and  thereafter  shall be  binding  upon the  Guarantor  and the Agent and their
respective  successors  and  assigns,  and  shall  inure to the  benefit  of the
Guarantor,  the  Agent and the  Lenders,  and their  respective  successors  and
assigns, except that the Guarantor shall not have the right to assign its rights
or  obligations  hereunder  or any  interest  herein  (and  any  such  attempted
assignment shall be void).

         SECTION 11. Waivers; Amendment. (a) No failure or delay of the Agent in
exercising any power or right hereunder  shall operate as a waiver thereof,  nor
shall  any  single  or  partial  exercise  of any such  right or  power,  or any
abandonment  or  discontinuance  of steps  to  enforce  such a right  or  power,
preclude  any other or further  exercise  thereof or the  exercise  of any other
right or power.  The rights and remedies of the Agent and the Lenders  hereunder
and under the other Loan  Documents are  cumulative and are not exclusive of any
rights or remedies that they would otherwise have. No waiver of any provision of
this Agreement or consent to any departure by the Guarantor  therefrom  shall in
any event be  effective  unless the same shall be  permitted  by  paragraph  (b)
below,  and then such waiver or consent shall be effective  only in the specific
instance  and for the  purpose  for  which  given.  No  notice  or demand on the
Guarantor in any case shall entitle the Guarantor to any other or further notice
or demand in similar or other circumstances.

         (b) Neither  this  Agreement  nor any  provision  hereof may be waived,
amended or modified except pursuant to a written  agreement entered into between
the  Guarantor  with  respect to which such waiver,  amendment  or  modification
relates and the Agent,  with the prior written  consent of the Required  Lenders
(except as otherwise provided in the Amended Credit Agreement).

         SECTION 12.  GOVERNING LAW.  THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
                     ---------------


         SECTION 13.  Notices.  Except as set forth in the sentence  immediately
following,  all  communications  and notices  hereunder  shall be in writing and
given as provided in Section 9.01 of the Amended Credit Agreement.

         SECTION 14.  Survival of Agreement;  Severability.  (a) All  covenants,
agreements,  representations  and warranties made by the Guarantor herein and in
the certificates or other  instruments  prepared or delivered in connection with
or pursuant to this  Agreement or any other Loan Document shall be considered to
have been relied upon by the Agent and the Lenders and shall  survive the making
by the Lenders of the Loans regardless of any  investigation  made by the Agent,
the Lenders or on their behalf,  and shall  continue in full force and effect as
long as the principal of or any accrued interest on any Loan or any other fee or
amount  payable under this  Agreement or any other Loan Document is  outstanding
and unpaid or the Revolving  Credit  Exposure does not equal zero and as long as
the Commitments have not been terminated.

         (b) In the event any one or more of the  provisions  contained  in this
Agreement  or in any other  Loan  Document  should be held  invalid,  illegal or
unenforceable in any respect,  the validity,  legality and enforceability of the
remaining  provisions  contained  herein  and  therein  shall  not in any way be
affected  or impaired  thereby (it being  understood  that the  invalidity  of a
particular  provision  in a particular  jurisdiction  shall not in and of itself
affect the validity of such  provision in any other  jurisdiction).  The parties
shall  endeavor in good-faith  negotiations  to replace the invalid,  illegal or
unenforceable  provisions  with valid  provisions  the economic  effect of which
comes as close as  possible  to that of the  invalid,  illegal or  unenforceable
provisions.

         SECTION  15.   Counterparts.   This   Agreement   may  be  executed  in
counterparts,  each of which shall constitute an original, but all of which when
taken together shall constitute a single contract, and shall become effective as
provided in Section 10. Delivery of an executed signature page to this Agreement
by  facsimile  transmission  shall be as  effective  as  delivery  of a manually
executed counterpart of this Agreement.

         SECTION  16.  Rules of  Interpretation.  The  rules  of  interpretation
specified in Section 1.02 of the Amended Credit Agreement shall be applicable to
this Agreement.

         SECTION  17.  Jurisdiction;  Consent  to Service  of  Process.  (a) The
Guarantor hereby  irrevocably and  unconditionally  submits,  for itself and its
property,  to the  nonexclusive  jurisdiction  of any New  York  State  court or
Federal court of the United States of America  sitting in New York City, and any
appellate court from any thereof,  in any action or proceeding arising out of or
relating to this Agreement or the other Loan  Documents,  or for  recognition or
enforcement of any judgment,  and each of the parties hereto hereby  irrevocably
and  unconditionally  agrees  that all claims in  respect of any such  action or
proceeding  may be heard and determined in such New York State or, to the extent
permitted by law, in such Federal court.  Each of the parties hereto agrees that
a final judgment in any such action or proceeding shall be conclusive and may be
enforced in other  jurisdictions  by suit on the judgment or in any other manner
provided by law. Nothing in this Agreement shall affect any right that the Agent
or any Lender may otherwise  have to bring any action or proceeding  relating to
this  Agreement  or the  other  Loan  Documents  against  the  Guarantor  or its
properties in the courts of any jurisdiction.

         (b) The Guarantor hereby irrevocably and unconditionally waives, to the
fullest  extent it may legally and  effectively do so, any objection that it may
now or hereafter  have to the laying of venue of any suit,  action or proceeding
arising out of or relating to this  Agreement or the other Loan Documents in any
New York State or Federal court.  Each of the parties hereto hereby  irrevocably
waives,  to the fullest extent  permitted by law, the defense of an inconvenient
forum to the maintenance of such action or proceeding in any such court.

         (c) Each party to this  Agreement  irrevocably  consents  to service of
process in the manner  provided  for  notices  in  Section  13.  Nothing in this
Agreement  will affect the right of any party to this Agreement to serve process
in any other manner permitted by law.

         SECTION 18. WAIVER OF JURY TRIAL.  EACH PARTY HERETO HEREBY WAIVES,  TO
THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL
BY JURY IN RESPECT OF ANY  LITIGATION  DIRECTLY  OR  INDIRECTLY  ARISING OUT OF,
UNDER OR IN CONNECTION  WITH THIS  AGREEMENT OR THE OTHER LOAN  DOCUMENTS.  EACH
PARTY  HERETO (A)  CERTIFIES  THAT NO  REPRESENTATIVE,  AGENT OR ATTORNEY OF ANY
OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD
NOT, IN THE EVENT OF  LITIGATION,  SEEK TO ENFORCE THE FOREGOING  WAIVER AND (B)
ACKNOWLEDGES  THAT IT AND THE OTHER  PARTIES  HERETO HAVE BEEN  INDUCED TO ENTER
INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS APPLICABLE, BY, AMONG OTHER
THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 18.



<PAGE>


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


 STILWELL FINANCIAL, INC.,

  by
    ---------------------------
    Name:
    Title:


<PAGE>


                                                                              18

THE CHASE MANHATTAN BANK, as Agent,

  by
    ----------------------------
    Name:
    Title:


<PAGE>







                                         STILWELL FINANCIAL, INC.
                                             SCHEDULE 3.08 TO
                                 AMENDED AND RESTATED 364-DAY COMPETITIVE
                              ADVANCE AND REVOLVING CREDIT FACILITY AGREEMENT


                                     SUBSIDIARIES AND JOINT VENTURES
<TABLE>
     <S>                                                           <C>                <C>

                          Financial Asset                          Percentage of      State or Other Jurisdiction of
                      Management Subsidiaries                        Ownership         Incorporation or Organization

     Berger LLC (1)                                                     80                       Delaware
     Berger Distributors, Inc. (2)                                      100                      Delaware
     DST Systems, Inc. (1)                                              32                       Delaware
     Fillmore Agency, Inc. (3)                                          100                      Colorado
     Fountain Investments, Inc. (3)                                     100                      Missouri
     Fountain Investments UK (3)                                        100                   United Kingdom
     Janus Capital Corporation (3)                                      82                       Colorado
     Janus Capital International Ltd. (4)                               100                      Colorado
     Janus Distributors, Inc. (4)                                       100                      Colorado
     Janus Service Corp. (4)                                            100                      Colorado
     Joseph Nelson Limited (5)                                          100                   United Kingdom
     Nelson Investment Planning Limited (5)                             100                   United Kingdom
     Nelson Investment Management Limited (5)                           100                   United Kingdom
     Nelson Money Managers plc (6)                                      80                    United Kingdom
     PVI, Inc. (3)                                                      100                      Delaware
     FAM UK Limited (3)                                                 100                   United Kingdom
     Stilwell Management, Inc. (3)                                      100                      Delaware
     Taproot Limited (5)                                                100                   United Kingdom

Notes to Schedule 3.08:

(1)      Subsidiary of Stilwel Management, Inc.
(2)      Subsidiary of Berger LLC
(3)      Subsidiary of Stilwell Financial, Inc.
(4)      Subsidiary of Janus Capital Corporation
(5)      Subsidiary of Nelson Money Managers plc
(6)      Subsidiary of FAM UK Limited
</TABLE>


<PAGE>


                                         STILWELL FINANCIAL, INC.
                                             SCHEDULE 3.09 TO
                                 AMENDED AND RESTATED 364-DAY COMPETITIVE
                              ADVANCE AND REVOLVING CREDIT FACILITY AGREEMENT


                                    LITIGATION: CONTINGENT OBLIGATIONS




                                                   None


<PAGE>


                                         STILWELL FINANCIAL, INC.
                                             SCHEDULE 3.17 TO
                                AMENDED AN D RESTATED 364-DAY COMPETITIVE
                              ADVANCE AND REVOLVING CREDIT FACILITY AGREEMENT


                                          DIVIDEND RESTRICTIONS


                                                   None


<PAGE>



- 2 -

                                         STILWELL FINANCIAL, INC.
                                        SCHEDULES 6.01 and 6.02 TO
                                 AMENDED AND RESTATED 364-DAY COMPETITIVE
                              ADVANCE AND REVOLVING CREDIT FACILITY AGREEMENT


                                      INDEBTEDNESS SECURED BY LIENS


                                                   None