THIRD AMENDMENT TO STOCK PURCHASE AGREEMENT

     This Third Amendment to Stock Purchase Agreement ("Third Amendment") is
executed this 5th day of February 1990, by and among Kansas City Southern
Industries, Inc., a Delaware corporation ("KCSI"), Thomas H. Bailey, Michael
Stolper and Jack R. Thompson, individually.

RECITALS:

     A.  The undersigned (with the addition of William C. Mangus and
Bernard E. Niedermeyer III) are all parties to that certain Stock Purchase
Agreement, dated April 13, 1984, as amended by that certain First Amendment
to Stock Purchase Agreement, dated January 4, 1985 and that certain Second
Amendment to Stock Purchase Agreement, dated March 18, 1988 (the "Stock
Purchase Agreement");

     B.  The parties now desire to amend further the Stock Purchase
Agreement, as provided for herein in order to more clearly set forth their
respective rights, duties and obligations.

     NOW, THEREFORE, in consideration of the mutual covenants herein set
forth, and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties agree to hereby amend the Stock
Purchase Agreement as follows:

     1.  The parties hereby consent and agree to the deletion of Paragraph
9.15 from Article IX of the Stock Purchase Agreement, and the addition of the
following paragraph 9.15 to Article IX of the Stock Purchase Agreement in
full substitution therefor:

                9.15  If KCSI determines to sell all of its shares of JCC for
       cash, stock or other consideration, the then owners of the JCC Shares
       not owned by KCSI shall at KCSI's request, sell their shares of JCC to
       KCSI or to KCSI's designee at the price which shall be the greater of
       the following:

                   (a)  $1.6373 per share; or

                   (b)  Fifteen times the Net After-Tax Earnings per Share of
             JCC for the fiscal year ended December 31, 1987; or

                   (c)  Fifteen times the Net After-Tax Earnings per Share of
             JCC for the fiscal year ended immediately prior to the date of
             such sale; or

                   (d)  The per share consideration to be received by KCSI in
             such transaction.

                Such sale shall occur at such time and place and in such manner
as KCSI shall reasonably request.

     2.  Except as expressly amended herein, the Stock Purchase Agreement
shall remain in full force and effect.

     3.  If any conflict shall arise between the terms and conditions of
this Third Amendment and the terms and conditions of the Stock Purchase
Agreement, this Third Amendment shall govern with respect to the matters
described herein.

     IN WITNESS  WHEREOF, the parties have executed this Third Amendment on
the date first above written.

                                      KANSAS CITY SOUTHERN INDUSTRIES, INC.,
                                      a Delaware corporation



                                      By:  /s/ Landon H. Rowland
                                         --------------------------------
                                         LANDON H. ROWLAND, PRESIDENT



                                         /s/ Thomas H. Bailey
                                         -----------------------------------
                                         THOMAS H. BAILEY


                                        /s/ Michael Stolper
                                        -----------------------------------
                                        MICHAEL STOLPER


                                        /s/ Jack R. Thompson
                                        -----------------------------------
                                        JACK R. THOMPSON