Exhibit 10.10.2

                                 FIRST AMENDMENT
                                     TO THE
               KANSAS CITY SOUTHERN 401(k) AND PROFIT SHARING PLAN
                (As Amended and Restated Effective April 1, 2002)

     The Kansas City Southern 401(k) and Profit Sharing Plan, as amended and
restated effective April 1, 2002, (the "Plan"), is hereby amended by the sponsor
of the Plan, Kansas City Southern, effective January 1, 2003, to the extent of
substituting the figure "5%" for the figure "3%" in the paragraph defining
deferral contributions eligible for the 100% matching contribution, such that
said paragraph in Section 3.01(A) of the Plan will state as follows effective
January 1, 2003:

          Eligible Contributions. Under the matching contribution
     formula, a Participant's "eligible contributions" are the deferral
     contributions allocated to the Participant not in excess of 5% of
     the Participant's Compensation (as defined in Section 1.10 after
     modification by Section 12.01) for the Plan Year. Eligible
     contributions do not include deferral contributions that are excess
     deferrals under Section 12.03. For this purpose: (a) excess
     deferrals relate first to deferral contributions for the Plan Year
     not otherwise eligible for a matching contribution; and (b) if the
     Plan Year is not a calendar year, the excess deferrals for a Plan
     Year are the last deferrals made for a calendar year.

     IN WITNESS WHEREOF, Kansas City Southern has executed this First Amendment
in Kansas City, Missouri as of this 10th day of January, 2003.

                                                     KANSAS CITY SOUTHERN


                                                      By:  /s/ Eric B. Freestone
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