SECOND AMENDMENT dated as of May 10, 2001
(this "Amendment"), among KANSAS CITY SOUTHERN
INDUSTRIES, INC. ("Holdings"), THE KANSAS CITY
SOUTHERN RAILWAY COMPANY (the "Borrower"), the
LENDERS party hereto and THE CHASE MANHATTAN BANK, as
administrative agent (in such capacity, the "Agent"),
collateral agent, issuing bank and swingline lender.

A. Reference is made to the Credit Agreement dated as of January 11,
2000, as amended by the First Amendment dated as of June 30, 2000 (as further
amended, supplemented or otherwise modified from time to time, the "Credit
Agreement"), among Holdings, the Borrower, the Lenders party thereto and The
Chase Manhattan Bank, as administrative agent, collateral agent, issuing bank
and swingline lender. Capitalized terms used but not otherwise defined herein
have the meanings assigned to them in the Credit Agreement.

B. Holdings and the Borrower have requested that the Lenders amend
certain provisions of the Credit Agreement. The Lenders are willing to agree to
such amendments on the terms and subject to the conditions of this Amendment.

Accordingly, in consideration of the mutual agreements herein contained
and other good and valuable consideration, the sufficiency and receipt of which
are hereby acknowledged, the parties hereto hereby agree as follows:

SECTION 1. Amendment to Article 1 of the Credit Agreement. Article I of
the Credit Agreement is hereby amended by (a) amending the table in the
definition of "Applicable Rate" to read as follows:

Tranche A and
Revolving Tranche A
Facility and Tranche B
Eurodollar evolving Facility Eurodollar Tranche B
Leverage Ratio Spread ABR Spread Spread ABR Spread
-------------- ----------------------------- ------------------ ------ ----------
Category 1 2.75% 1.75% 3.00% 2.00%
----------
>5.0:1.0

Category 2 2.50% 1.50% 2.75% 1.75%
----------
>4.5:1.0 and < 5.0:1.0

Category 3 2.25% 1.25% 2.75% 1.75%
----------
>4.0:1.0 and < 4.5:1.0

Category 4 2.00% 1.00% 2.75% 1.75%
----------
>3.5 and < 4.0:1.0

Category 5 1.75% .75% 2.75% 1.75%
< 3.5:1.0

(b) amending the definition of "Indebtedness" to read in its entirety
as follows (new provisions in italics):

" 'Indebtedness' of any Person means, without duplication, (a)
all obligations of such Person for borrowed money, (b) all
obligations of such Person evidenced by bonds, debentures, notes
or similar instruments, including the Unit Debentures, (c) all
obligations of such Person under conditional sale or other title
retention agreements relating to property acquired by such Person,
(d) all obligations of such Person in respect of the deferred
purchase price of property or services (excluding current accounts
payable incurred in the ordinary course of business), (e) all
Indebtedness of others secured by (or for which the holder of such
Indebtedness has an existing right, contingent or otherwise, to be
secured by) any Lien on property owned or acquired by such Person,
whether or not the Indebtedness secured thereby has been assumed,
(f) all Guarantees by such Person of Indebtedness of others, (g)
all Capital Lease Obligations of such Person, (h) all obligations,
contingent or otherwise, of such Person as an account party in
respect of letters of credit and letters of guaranty and (i) all
obligations, contingent or otherwise, of such Person in respect of
bankers' acceptances. The Indebtedness of any Person shall include
the Indebtedness of any other entity (including any partnership in
which such Person is a general partner) to the extent such Person
is liable therefor as a result of such Person's ownership interest
in or other relationship with such entity, except to the extent
the terms of such Indebtedness provide that such Person is not
liable therefor. For purposes of calculating the financial
covenants set forth in Section 6.14 (but not for purposes of
determining the Applicable Rate or for any other purpose), for the
period from the closing of the Mandatory Convertible Units
Offering to the third anniversary thereof, there shall be excluded
from the definition of "Indebtedness" an amount equal to (i) 75%
of the aggregate outstanding principal amount of the Unit
Debentures multiplied by (ii) the percentage, expressed as a
decimal, of the aggregate consideration originally payable for
Equity Interests in Holdings under the Units Purchase Contract
that has not yet been paid by the purchasers."

"(d) the incurrence by Holdings, the Borrower or any other
Subsidiary of any Permitted Unsecured Debt, any Permitted
Subordinated Debt or any Indebtedness evidenced by the Unit
Debentures."

(d) amending the definition of "Consolidated Interest Expense" to read
in its entirety as follows (new provisions in italics):

" 'Consolidated Interest Expense' means, for any period, the
interest expense (including imputed interest expense in respect of
Capital Lease Obligations) of Holdings and the Subsidiaries for
such period, determined on a consolidated basis in accordance with
GAAP; provided that for purposes of calculating the "Consolidated
Interest Expense" with respect to Unit Debentures in the financial
covenant set forth

in Section 6.13, the "Consolidated Interest Expense", for any
period, shall include only the cash interest expense paid on Unit
Debentures by Holdings and the Subsidiaries for such period."

(e) adding the following new definitions in the proper alphabetical
order:
"Mandatory Convertible Units Offering" means the offering of (a)
Unit Debentures and (b) the Units Purchase Contract."

"Unit Debentures" means the unsecured senior debentures to be
either (a) issued by Holdings and guaranteed by the Borrower or
(b) issued by the Borrower; it being understood that (i) in no
event shall the terms of such unsecured debentures require any
payments in respect of principal or redemptions prior to the
Tranche B Maturity Date, and (ii) a Subsidiary (other than the
Borrower) shall not Guarantee such unsecured debentures unless (x)
such Subsidiary also has Guaranteed the Obligations pursuant to
the Guarantee Agreement, (y) such Guarantee of such Indebtedness
is unsecured and (z) such Guarantee of such debentures provides
for the release and termination thereof, without action by any
party, upon any release and termination of the Guarantee by such
Subsidiary of the Obligations (other than by reason of repayment
and satisfaction of all of the Obligations)."

"Units Purchase Contract" means the purchase contract between the
purchasers of Unit Debentures and Holdings, pursuant to which such
purchasers agree to buy, and Holdings agrees to sell, Equity
Interests in Holdings three years from the date of the closing of
the Mandatory Convertible Units Offering."

SECTION 2. Amendment to Section 2.11. Section 2.11(c) of the Credit
Agreement is hereby amended to read in its entirety as follows (new provision in
italics):

"(c) In the event and on each occasion that any Net Proceeds are
received by or on behalf of Holdings, the Borrower or any Subsidiary
(other than Stilwell and its subsidiaries) in respect of any Prepayment
Event, the Borrower shall within three Business Days after such Net
Proceeds are received, prepay Term Borrowings in an aggregate amount
equal to such Net Proceeds (or, in the case of a Prepayment Event
relating to a Subsidiary that is not a wholly owned Subsidiary, the
portion of such Net Proceeds corresponding to the direct or indirect
equity interest of Holdings in such Subsidiary); provided that, in the
case of any event described in clause (a) of the definition of the term
Prepayment Event, (i) the Company shall prepay Term Borrowings as set
forth above within 30 days after the date on which such Net Proceeds
are received or (ii) if, within such 30 days, the Borrower shall
deliver to the Administrative Agent a certificate of a Financial
Officer of the Borrower to the effect that the Borrower and the
Subsidiaries intend to apply the Net Proceeds from such event (or a
portion thereof specified in such certificate), within 180 days after
receipt of such Net Proceeds, to acquire real property, equipment or
other tangible assets to be used in the business of the

Borrower and the Subsidiaries, and certifying that no Event of Default
has occurred and is continuing, then no prepayment shall be required
pursuant to this paragraph in respect of the Net Proceeds in respect
of such event (or the portion of such Net Proceeds specified in such
certificate, as applicable) except to the extent of any such Net
Proceeds that have not been so applied by the end of such 180-day
period, at which time a prepayment shall be required in an amount
equal to such Net Proceeds that have not been so applied."

SECTION 3. Amendment to Section 6.01(a)(iv) of the Credit Agreement.
Section 6.01(a)(iv) of the Credit Agreement is hereby deleted in its entirety
and replaced by the following:

"(iv) the Permitted Unsecured Debt, the Permitted Subordinated Debt,
the note issued pursuant to the Grupo TFM Phase II Investment and the Unit
Debentures;"

SECTION 4. Amendment to Section 6.13 of the Credit Agreement. The table
appearing in Section 6.13 of the Credit Agreement is hereby deleted and replaced
with the following table:

Period Ratio
------ -----

January 1, 2001 to March 31, 2001 1.60:1.00
April 1, 2001 to June 30, 2001 1.60:1.00
July 1, 2001 to September 30, 2001 1.65:1.00
October 1, 2001 to December 31, 2001 1.70:1.00
January 1, 2002 to March 31, 2002 1.75:1.00
April 1, 2002 to December 31, 2002 2.00:1.00
January 1, 2003 to December 31, 2003 2.25:1.00
January 1, 2004 and thereafter 2.50:1.00

SECTION 5. Amendment to Section 6.14 of the Credit Agreement. The table
appearing in Section 6.14 of the Credit Agreement is hereby deleted and replaced
with the following table:

Period Ratio
------ -----

January 1, 2001 to March 31, 2001 6.25:1.00
April 1, 2001 to June 30, 2001 6.85:1.00
July 1, 2001 to September 30, 2001 6.85:1.00
October 1, 2001 to December 31, 2001 6.50:1.00
January 1, 2002 to March 31, 2002 6.25:1.00
April 1, 2002 to December 31, 2002 4.75:1.00
January 1, 2003 to December 31, 2003 4.25:1.00
January 1, 2004 and December 31, 2004 3.75:1.00
January 1, 2005 and thereafter 3.50:1.00

SECTION 6. Amendment to Section 6.15 of the Credit Agreement. The table
appearing in Section 6.15 of the Credit Agreement is hereby deleted and replaced
with the following table:

Period Amount
------ ------

January 1, 2001 to December 31, 2001 $ 75,000,000
January 1, 2002 to December 31, 2002 95,000,000
January 1, 2003 to December 31, 2003 100,000,000
January 1, 2004 to December 31, 2004 105,000,000
January 1, 2005 to December 31, 2005 110,000,000
January 1, 2006 and thereafter 115,000,000

SECTION 7. Representations, Warranties and Agreements. Each of Holdings and
the Borrower hereby represents and warrants to and agrees with each Lender and
the Agent that:

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

(b) Each of Holdings and the Borrower has the requisite power and
authority to execute, deliver and perform its obligations under this
Amendment and to perform its obligations under the Credit Agreement as
amended by this Amendment.

(c) The execution, delivery and performance by each of Holdings
and the Borrower of this Amendment and the performance by each of Holdings
and the Borrower of the Credit Agreement, as amended by this Amendment, (i)
have been duly authorized by all requisite

action and (ii) will not (A) violate (x) any provision of law, statute,
rule or regulation, or of the certificate or articles of incorporation or
other constitutive documents or by-laws of Holdings or the Borrower or any
Subsidiary, (y) any order of any Governmental Authority or (z) any
provision of any indenture, agreement or other instrument to which Holdings
or the Borrower or any Subsidiary is a party or by which any of them or any
of their property is or may be bound, (B) be in conflict with, result in a
breach of or constitute (alone or with notice or lapse of time or both) a
default under any such indenture, agreement for borrowed money or other
agreement or instrument or (C) result in the creation or imposition of any
Lien upon or with respect to any property or assets now owned or hereafter
acquired by Holdings or the Borrower.

(d) This Amendment has been duly executed and delivered by
Holdings and the Borrower. Each of this Amendment and the Credit Agreement,
as amended by this Amendment, constitutes a legal, valid and binding
obligation of each of Holdings and the Borrower, enforceable against the
Borrower in accordance with its terms, except as enforceability may be
limited by (i) any applicable bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting the enforcement of creditors' rights
generally and (ii) general principles of equity.

(e) As of the Amendment Effective Date (as defined below), no
Event of Default or Default has occurred and is continuing.

SECTION 8. Conditions to Effectiveness. This Amendment shall become
effective on the date of the satisfaction in full of the following conditions
precedent (the "Amendment Effective Date"):

(a) The Agent shall have received duly executed counterparts
hereof which, when taken together, bear the authorized signatures of
Holdings, the Borrower, the Agent and the Required Lenders.

(b) All legal matters incident to this Amendment shall be
satisfactory to the Required Lenders, the Agent and Cravath, Swaine &
Moore, counsel for the Agent.

(c) The Agent shall have received such other documents,
instruments and certificates as it or its counsel shall reasonably request.

SECTION 9. Amendment Fee. In consideration of the consent provided by
the consenting Lenders, the Borrower agrees to pay, upon the effectiveness of
the Amendment, to the Administrative Agent, for the account of each Lender that
delivers an executed counterpart of this Amendment prior to 5:00 p.m., New York
City time, on May [10], 2001, an amendment fee equal to 0.20% of the sum of the
outstanding Term Loans, Revolving Exposure and unused Revolving Commitment of
such Lender.

SECTION 10. Credit Agreement. Except as specifically stated herein, the
Credit Agreement shall continue in full force and effect in accordance with the
provisions thereof. As used therein, the terms "Agreement", "herein",
"hereunder", "hereto", "hereof" and words of similar import shall, unless the
context otherwise requires, refer to the Loan Agreement as modified hereby.

SECTION 11. Applicable Law. THIS AMENDMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

SECTION 12. Counterparts. This Amendment may be executed in any number
of counterparts, each of which shall be an original but all of which, when taken
together, shall constitute but one instrument. Delivery of an executed
counterpart of a signature page of this Amendment by telecopy shall be effective
as delivery of a manually executed counterpart of this Amendment.

SECTION 13. Expenses. The Borrower agrees to reimburse the Agent for
its out-of-pocket expenses in connection with this Amendment, including the
reasonable fees, charges and disbursements of Cravath, Swaine & Moore, counsel
for the Agent.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed by their respective authorized officers as of the date first above
written.

KANSAS CITY SOUTHERN INDUSTRIES, INC.