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                                                                   Exhibit 10.23

                             FIRST AMENDMENT TO THE
                         WADDELL & REED FINANCIAL, INC.
                  1998 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN

     Waddell & Reed Financial, Inc., a Delaware corporation (the "Company")
previously established the Waddell & Reed Financial, Inc. 1998 Non-Employee
director Stock Option Plan (the "Plan"). Pursuant to Section 8 of the Plan, the
Board of Directors of the Company reserves the right to amend the Plan. The
Board of Directors of the Company authorized the amendment set forth below.
Pursuant to the powers reserved in the Plan, the Plan is hereby amended,
effective April 28, 1999.

1.   Section 6.3 of the Plan is amended by deleting the last sentence of Section
6.3 and adding the following provision:

          Options may be exercised in whole or in part at any time during the
          option period, by giving written notice of exercise to the Company
          specifying the number of shares to be purchased, accompanied by
          payment in full of the purchase price, in cash, by check or such other
          instrument as may be acceptable to the Committee (including
          instruments providing for "cashless exercise"). Payment in full or in
          part may also be made in the form of unrestricted Shares or shares of
          the Company's Class B Common Stock, par value $.01 ("Class B Shares")
          already owned by the Optionee (based, in each case, on the Fair Market
          Value of the Shares or Class B Shares on the date the option is
          exercised, as determined by the Committee). If payment of the option
          exercise price of an Option is made in whole or in part in the form of
          Shares that are restricted, the shares received upon the exercise of
          such Option shall be restricted in accordance with the original term
          of the restricted Shares award in question, except that such
          restrictions shall apply to only the number of such shares equal to
          the number of shares of restricted shares surrendered upon the
          exercise of such option. No Shares shall be issued until full payment
          therefor has been made. An Optionee shall have rights to dividends or
          other rights of a stockholder with respect to Shares subject to the
          Option when the Optionee has given written notice of exercise and has
          paid in full for such Shares.

2.   Section 6.5 of the Plan is amended by adding the following language at the
end of Section 6.5:

          The Committee, in its discretion, may include in the grant of any
          Option under the Plan, a "stock option restoration program" ("SORP")
          provision. Such provision shall provide, without limitation, that, if
          payment on exercise of an Option is made in the form of Shares or
          Class B Shares, and the exercise occurs on the Annual SORP Exercise
          Date, an additional Option will automatically be granted to the
          Optionee as of the date of exercise, having an exercise price equal to
          100% of the Fair Market Value of the Shares on the date of exercise of
          the Stock Option, having a term of no more than 10 years and two days
          from such date of exercise (subject to any forfeiture provision or
          shorter limitation on exercise required under the Plan), having an
          initial exercise date no

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          earlier than six months after the date of such exercise, and covering
          a number of shares equal to the number of Shares and/or Class B Shares
          used to pay the exercise price of the Stock Option, plus the number of
          Shares (if any) withheld to cover income taxes and employment taxes
          (plus any selling commissions) on the exercise. "Annual SORP Exercise
          Date" shall mean August 1, or if August 1 is not a trading day on the
          New York Stock Exchange, "Annual SORP Exercise Date" shall mean the
          next succeeding trading date. Notwithstanding the foregoing, the
          Committee may delay the Annual SORP Exercise Date to the extent it
          determines necessary to comply with regulatory or administrative
          requirements.

3.   Article 7 of the Plan is amended by adding the following language at the
end of Section 7.1:

          In the case of Options exercised with payment in Shares under the
          "stock option restoration program" described in section 6.5 above, the
          number of Shares transferred by the Optionee in payment of the
          exercise price plus the number of shares withheld to cover income and
          employment taxes (plus any selling commissions) on such exercise will
          be netted against the number of Shares issued to the Optionee in the
          exercise, and only the net number shall be charged against the 800,000
          limitation set forth above.

4.   Except as hereby amended, the Plan shall remain in full force and effect.