AMENDMENT NO. 2 TO
                 KANSAS CITY SOUTHERN INDUSTRIES, INC.
                            EXECUTIVE PLAN
                (as restated effective January 1, 1992)

     
Sections 1.5 and 1.12 of the Executive Plan are amended to provide as follows:

     1.5  "Contributions" shall mean the amount of the annual contribution to
a Participant's Account by the Company under this Plan, which shall be the
amount by which (a) below exceeds (b) below:

     (a)  The amount of the annual contributions (other than elective
deferrals) which the Participant would have been entitled to receive under one
or more of the Qualified Plans, except that (1) any limitations imposed on
such contributions under Section 401(a)(17) or 415 of the Internal Revenue
Code shall be disregarded, (2) in computing such amount, the definition of
"Compensation" contained in Section 1.4 herein shall be used instead of the
definition of "Compensation" contained in such Qualified Plans, if different,
(3) the amount of matching contributions that the Participant would have been
entitled to receive under the Kansas City Southern Industries, Inc. 401(k)
Plan ("401(k) Plan") shall be deemed to be equal to a percentage of the
Participant's Compensation equal to the maximum contribution rate for matching
contributions under Section 3.01 of the 401(k) Plan, disregarding the
limitations of Sections 3.05, 3.07 and Article XII of the 401(k) Plan, and (4)
any eligibility requirements for participation in the Qualified Plans shall be
disregarded; and

     (b)  The amount of the annual contributions (other than elective
deferrals) which the Participant is entitled to receive under the Qualified
Plans as limited by Sections 401(a)(17)  and 415 of the Internal Revenue Code
and any eligibility requirements for participation in the Qualified Plans, and
with respect to the 401(k) Plan, treating the Participant as having received
the maximum matching contributions available under Section 3.01 of the 401(k)
Plan, as if the Participant had made the maximum elective deferrals permitted
by Section 402(g) of the Code, disregarding the limitations of Sections 3.05,
3.07 and Article XII of the 401(k) Plan.

     1.12  "Qualified Plans" shall mean the Kansas City Southern Industries,
Inc. Profit Sharing Plan, The Employee Stock Ownership Plan, and the Kansas
City Southern Industries, Inc. 401(k) Plan.

     IN WITNESS WHEREOF,   this Amendment No. 2 has been duly executed as of
this 23rd day of January, 1997, but effective for all purposes as of January
1, 1996.



                         KANSAS CITY SOUTHERN INDUSTRIES, INC.



                         By              /s/ L.H. Rowland                   
                            L.H. Rowland, President & Chief Executive Officer