THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Waddell & Reed Financial, Inc. (WDR)

3/1/2006 Proxy Information

In January 2000, the Company committed to invest up to a maximum of $5 million by June 29, 2009 in a limited partnership interest in Halifax Capital Partners, L.P., a domestic investment group with $200 million in partnership commitments. The Company’s scheduled commitment period was set to expire on June 30, 2009, and could have been extended to June 30, 2011. William L. Rogers, a Director of the Company, is a general partner in Halifax Genpar, L.P., the Chairman of Halifax Capital Partners, L.P., and has investment participation in Halifax Capital Partners, L.P. In March 2005, the Board conducted its annual review of this investment and determined that the Company had a customary relationship with Halifax Capital Partners, L.P. that was carried on in the ordinary course of business on an arms-length basis, and that such relationship did not preclude Mr. Rogers from being deemed independent under the NYSE corporate governance standards or otherwise interfere with his exercise of independence and judgment as a director. On November 30, 2005, Company management approved the sale of its limited partnership interest in Halifax Capital Partners, L.P. to an unaffiliated third party for approximately $2.0 million, which was based upon the Company’s estimate of the fair market value of its investment in Halifax Capital Partners, L.P. At the time of the sale, the Company’s undistributed cost basis in the partnership interest was approximately $1.8 million. Although the Company did not obtain an independent valuation of its investment in Halifax Capital Partners, L.P. or the terms of the sale transaction, the sale transaction was negotiated on an arms-length basis without the involvement of Mr. Rogers. Following the completion of the sale, the Company no longer has any business relationship with Halifax Capital Partners, L.P.

3/14/2005 Proxy Information

In January 2000, the Company committed to invest up to $5 million by June 29, 2009 in a limited partnership interest in Halifax Capital Partners, L.P., a domestic investment group with $200 million in partnership commitments. The commitment period expires June 30, 2009, but may be extended to June 30, 2011. As of March 1, 2005, the Company had invested $2,968,691. William L. Rogers, a Director of the Company, is a general partner in Halifax Genpar, L.P., the Chairman of Halifax Capital Partners, L.P., and has investment participation in Halifax Capital Partners, L.P. The Board has determined that the Company has a customary relationship with Halifax Capital Partners, L.P. that is carried on in the ordinary course of business on an arms-length basis and that such relationship does not preclude Mr. Rogers from being deemed independent under Section 303A.02(a) and (b) of the NYSE corporate governance standards.

3/12/2004 Proxy Information

Robert L. Hechler served as Executive Vice President of Waddell & Reed Financial, Inc. from March 1998 to December 2001 and Chief Operating Officer from April 1999 to March 2001. Mr. Hechler was President, Chief Executive Officer and Treasurer of Waddell & Reed, Inc. from April 1993 to December 2001.

In January 2000, the Company committed to invest up to $5 million by June 29, 2009 in a limited partnership interest in Halifax Capital Partners, L.P., a domestic investment group with $200 million in partnership commitments. The commitment period is until June 30, 2009, but may be extended to June 30, 2011. As of March 1, 2004, the Company had invested $2,773,915. William L. Rogers, a Director of the Company, is a general partner in Halifax Genpar, L.P., the Chairman of Halifax Capital Partners, L.P., and has investment participation in Halifax Capital Partners, L.P. The Board has determined that the Company has a customary relationship with Halifax Capital Partners, L.P. that is carried on in the ordinary course of business on an arms-length basis and that such relationship does not preclude Mr. Rogers from being deemed independent under the NYSE listing standards.

On January 1, 2002, Waddell & Reed, Inc. entered into a consulting agreement with Robert L. Hechler. Mr. Hechler previously served as Director and Executive Vice President of the Company and President, Chief Executive Officer and Treasurer of Waddell & Reed, Inc. Pursuant to the terms of the consulting agreement, Mr. Hechler will provide managerial and advisory consulting services in the mutual fund, mutual fund underwriting and distribution, and investment advisor financial planning areas to Waddell & Reed, Inc. for a period of five years at an annual consulting fee of $250,000.

3/26/2003 Proxy information

On January 1, 2002, Waddell & Reed, Inc. entered into a consulting agreement with Robert L. Hechler. Mr. Hechler previously served as Executive Vice President of the Company and President, Chief Executive Officer and Treasurer of Waddell & Reed, Inc. and will retire as a Director of the Company effective as of the close of the Annual Meeting of Stockholders on April 30, 2003. Pursuant to the terms of the consulting agreement, Mr. Hechler will provide managerial and advisory consulting services in the mutual fund, mutual fund underwriting and distribution and investment advisor financial planning areas to Waddell & Reed, Inc. for a period of five years at an annual consulting fee of $250,000.

In January 2000, the Company committed to invest up to $5,000,000 in a limited partnership interest in Halifax Capital Partners, L.P., a domestic investment group with $200,000,000 in partnership commitments. As of February 23, 2003, the Company had invested $1,454,037. William L. Rogers, a Director of the Company, is a general partner in Halifax Genpar, L.P., the managing director of Halifax Capital Partners, L.P. and has investment participation in Halifax Capital Partners, L.P. The Company believes its investment in Halifax Capital Partners, L.P. is carried on in the ordinary course of business on an arms-length basis.

On January 21, 2000, the Company loaned Thomas W. Butch, Senior Vice President and Chief Marketing Officer, $169,020. The loan proceeds were used for the exercise of vested stock options of his previous employer. This loan was part of Mr. Butch's compensation package upon joining the Company in 1999 and was to be repaid in three equal annual installments beginning January 24, 2001. Interest on the outstanding balance is due annually and calculated at the one-month LIBOR rate as fixed by the British Bankers' Association. As of January 2, 2003, Mr. Butch had paid the full balance of the loan, including all accrued interest, in accordance with its terms.