EXHIBIT 4.8

KANSAS CITY SOUTHERN INDUSTRIES, INC.

401(k) AND PROFIT SHARING PLAN

(AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2001)

Article I.   DEFINITIONS..........................................................................................2
     1.01    "Plan" ..............................................................................................2
     1.02    "Employer" ..........................................................................................2
     1.03    "Trustee" ...........................................................................................2
     1.04    "Plan Administrator" ................................................................................2
     1.05    "Advisory Committee" ................................................................................2
     1.06    "Employee" ..........................................................................................2
     1.07    "Highly Compensated Employee" .......................................................................2
     1.08    "Participant" .......................................................................................3
     1.09    "Beneficiary" .......................................................................................4
     1.10    "Compensation" ......................................................................................4
     1.11    "Account" ...........................................................................................5
     1.12    "Accrued Benefit" ...................................................................................5
     1.13    "Nonforfeitable" ....................................................................................5
     1.14    "Plan Year" .........................................................................................5
     1.15    "Effective Date" ....................................................................................5
     1.16    "Plan Entry Date" ...................................................................................5
     1.17    "Accounting Date"....................................................................................5
     1.18    "Trust" .............................................................................................5
     1.19    "Trust Fund" ........................................................................................5
     1.20    "Nontransferable Annuity" ...........................................................................5
     1.21    "ERISA" .............................................................................................5
     1.22    "Code" ..............................................................................................5
     1.23    "Service" ...........................................................................................6
     1.24    "Hour of Service" ...................................................................................6
     1.25    "Disability" ........................................................................................7
     1.26    SERVICE FOR PREDECESSOR EMPLOYER.  ..................................................................7
     1.27    RELATED EMPLOYERS.  .................................................................................7
     1.28    LEASED EMPLOYEES.  ..................................................................................8
     1.29    DETERMINATION OF TOP HEAVY STATUS.  .................................................................8
     1.30    PLAN MAINTAINED BY MORE THAN ONE EMPLOYER.  ........................................................10

ARTICLE II.  EMPLOYEE PARTICIPANTS...............................................................................10
     2.01    ELIGIBILITY.  ......................................................................................10
     2.02    YEAR OF SERVICE - PARTICIPATION.....................................................................11
     2.03    BREAK IN SERVICE - PARTICIPATION.  .................................................................11
     2.04    PARTICIPATION UPON REEMPLOYMENT.  ..................................................................11

Article III. EMPLOYER CONTRIBUTIONS AND FORFEITURES..............................................................12
     3.01    AMOUNT..............................................................................................12
     3.02    DETERMINATION OF CONTRIBUTION.  ....................................................................13
     3.03    TIME OF PAYMENT OF CONTRIBUTION.  ..................................................................13
     3.04    CONTRIBUTION ALLOCATION.............................................................................13
     3.05    FORFEITURE ALLOCATION.  ............................................................................15
     3.06    ACCRUAL OF BENEFIT.  ...............................................................................16
     3.07    LIMITATIONS ON ALLOCATIONS TO PARTICIPANTS' ACCOUNTS................................................16
     3.08    DEFINITIONS - ARTICLE III.  ........................................................................18

Article IV.  PARTICIPANT CONTRIBUTIONS...........................................................................21
     4.01    PARTICIPANT VOLUNTARY CONTRIBUTIONS.  ..............................................................21
     4.02    PARTICIPANT VOLUNTARY CONTRIBUTIONS - SPECIAL
             DISCRIMINATION TEST.  (Reserved)....................................................................21
     4.03    PARTICIPANT ROLLOVER CONTRIBUTIONS..................................................................21
     4.04    PARTICIPANT CONTRIBUTION - FORFEITABILITY...........................................................21
     4.05    PARTICIPANT CONTRIBUTION - WITHDRAWAL/DISTRIBUTION.  ...............................................21
     4.06    PARTICIPANT CONTRIBUTION - ACCRUED BENEFIT..........................................................22

Article V.   TERMINATION OF SERVICE - PARTICIPANT VESTING........................................................22
     5.01    NORMAL RETIREMENT AGE.  ............................................................................22
     5.02    PARTICIPANT DISABILITY OR DEATH.  ..................................................................22
     5.03    VESTING SCHEDULE.  .................................................................................22
     5.04    CASH-OUT DISTRIBUTIONS TO PARTIALLY-VESTED PARTICIPANTS/RESTORATION OF FORFEITED ACCRUED BENEFIT....23
     5.05    SEGREGATED ACCOUNT FOR REPAID AMOUNT................................................................24
     5.06    YEAR OF SERVICE - VESTING.  ........................................................................25
     5.07    BREAK IN SERVICE - VESTING..........................................................................25
     5.08    INCLUDED YEARS OF SERVICE - VESTING.................................................................25
     5.09    FORFEITURE OCCURS.  ................................................................................25

Article VI.  TIME AND METHOD OF PAYMENT OF BENEFITS..............................................................25
     6.01    TIME OF PAYMENT OF ACCRUED BENEFIT.  ...............................................................25
     6.02    METHOD OF PAYMENT OF ACCRUED BENEFIT.  .............................................................27
     6.03    BENEFIT PAYMENT ELECTIONS.  ........................................................................29
     6.04    ANNUITY DISTRIBUTIONS TO PARTICIPANTS AND SURVIVING
             SPOUSES.  ..........................................................................................34
     6.05    WAIVER ELECTION - QUALIFIED JOINT AND SURVIVOR ANNUITY.  [Reserved].................................34
     6.06    WAIVER ELECTION - PRERETIREMENT SURVIVOR ANNUITY.  [Reserved].......................................34
     6.07    DISTRIBUTIONS UNDER DOMESTIC RELATIONS ORDERS.  ....................................................34
     6.08    ROLLOVER DISTRIBUTIONS.  ...........................................................................35

Article VII. EMPLOYER ADMINISTRATIVE PROVISIONS..................................................................36
     7.01    INFORMATION TO COMMITTEE.  .........................................................................36
     7.02    NO LIABILITY.  .....................................................................................36
     7.03    INDEMNITY OF COMMITTEE.  ...........................................................................36
     7.04    EMPLOYER DIRECTION OF INVESTMENT.  .................................................................36
     7.05    AMENDMENT TO VESTING SCHEDULE.  ....................................................................37

Article VIII. PARTICIPANT ADMINISTRATIVE PROVISIONS..............................................................37
     8.01    BENEFICIARY DESIGNATION.  ..........................................................................37
     8.02    NO BENEFICIARY DESIGNATION.  .......................................................................38
     8.03    PERSONAL DATA TO COMMITTEE.  .......................................................................38
     8.04    ADDRESS FOR NOTIFICATION.  .........................................................................38
     8.05    ASSIGNMENT OR ALIENATION.  .........................................................................38
     8.06    NOTICE OF CHANGE IN TERMS.  ........................................................................38
     8.07    LITIGATION AGAINST THE TRUST.  .....................................................................39
     8.08    INFORMATION AVAILABLE.  ............................................................................39
     8.09    APPEAL PROCEDURE FOR DENIAL OF BENEFITS.  ..........................................................39

Article IX.  ADVISORY COMMITTEE - DUTIES WITH RESPECT TO PARTICIPANT'S ACCOUNTS..................................40
     9.01    MEMBERS' COMPENSATION, EXPENSES.  ..................................................................40
     9.02    TERM.  .............................................................................................40
     9.03    POWERS.  ...........................................................................................40
     9.04    GENERAL.  ..........................................................................................40
     9.05    FUNDING POLICY.  ...................................................................................41
     9.06    MANNER OF ACTION.  .................................................................................41
     9.07    AUTHORIZED REPRESENTATIVE.  ........................................................................41
     9.08    INTERESTED MEMBER.  ................................................................................41
     9.09    INDIVIDUAL ACCOUNTS.  ..............................................................................41
     9.10    INDIVIDUAL STATEMENT.  .............................................................................41
     9.11    ACCOUNT CHARGED.  ..................................................................................42
     9.12    UNCLAIMED ACCOUNT PROCEDURE.  ......................................................................42
     9.13    INVESTMENT MANAGER.  ...............................................................................43

Article X.   [RESERVED]..........................................................................................43

Article XI.  EXCLUSIVE BENEFIT, AMENDMENT, TERMINATION...........................................................43
     11.01   EXCLUSIVE BENEFIT.  ................................................................................43
     11.02   AMENDMENT BY EMPLOYER.  ............................................................................43
     11.03   DISCONTINUANCE.  ...................................................................................44
     11.04   FULL VESTING ON TERMINATION.  ......................................................................44
     11.05   MERGER/DIRECT TRANSFER.  ...........................................................................44
     11.06   TERMINATION.  ......................................................................................45

Article XII. PROVISIONS RELATING TO THE CODEss.401(k) ARRANGEMENT................................................46
     12.01   CODEss.401(k) ARRANGEMENT...........................................................................46
     12.02   DEFINITIONS.........................................................................................47
     12.03   ANNUAL ELECTIVE DEFERRAL LIMITATION.................................................................49
     12.04   ACTUAL DEFERRAL PERCENTAGE ("ADP") TEST.............................................................50
     12.05   NONDISCRIMINATION RULES FOR EMPLOYER MATCHING CONTRIBUTIONS/EMPLOYEE CONTRIBUTIONS.  ...............53
     12.06   MULTIPLE USE LIMITATION.  ..........................................................................57

Article XIII. MISCELLANEOUS......................................................................................57
     13.01   EVIDENCE............................................................................................57
     13.02   NO RESPONSIBILITY FOR EMPLOYER ACTION.  ............................................................58
     13.03   FIDUCIARIES NOT INSURERS.  .........................................................................58
     13.04   WAIVER OF NOTICE.  .................................................................................58
     13.05   SUCCESSORS.  .......................................................................................58
     13.06   WORD USAGE. ........................................................................................58
     13.07   STATE LAW.  ........................................................................................58
     13.08   EMPLOYMENT NOT GUARANTEED.  ........................................................................58

Article XIV. [RESERVED]..........................................................................................59

Article XV.  PARTICIPANT'S ACCOUNTS AND THEIR INVESTMENT.........................................................59
     15.01   INDIVIDUAL ACCOUNTS.  ..............................................................................59
     15.02   INVESTMENT OF ACCOUNTS.  ...........................................................................59
     15.03   PARTICIPANT ACCOUNTS - INVESTMENT PERCENTAGES.  ....................................................59
     15.04   VALUATION OF PARTICIPANTS' ACCRUED BENEFITS.  ......................................................60
     15.05   ALLOCATION AND DISTRIBUTION OF NET INCOME GAIN OR LOSS.  ...........................................60
     15.06   PARTICIPANT VOTING RIGHTS - EMPLOYER STOCK.  .......................................................60

Article XVI. PROVISIONS EFFECTIVE UPON CHANGE IN CONTROL OF KCSI.................................................61
     16.01   DEFINITIONS OF "CHANGE IN CONTROL OF KCSI".  .......................................................61
     16.02   PROVISIONS EFFECTIVE UPON CHANGE IN CONTROL.  ......................................................62
     16.03   RIGHT TO AMEND ARTICLE XVI PRIOR TO CHANGE IN CONTROL
             OF KCSI.  ..........................................................................................63

Article XVII. PROVISIONS APPLICABLE TO ACCOUNTS TRANSFERRED FROM FORMER MIDSOUTH PLAN............................63
     17.01   MIDSOUTH ACCOUNTS.  ................................................................................63
     17.02   MIDSOUTH PARTICIPANT CONTRIBUTION ACCOUNTS.  .......................................................64
     17.03   METHOD OF PAYMENT OF ACCRUED BENEFIT.  .............................................................64
     17.04   TIME OF PAYMENT AND ACCRUED BENEFIT.  ..............................................................64
     17.05   BENEFIT PAYMENT ELECTIONS.  ........................................................................66
     17.06   ANNUITY DISTRIBUTIONS TO MIDSOUTH  PARTICIPANTS AND SURVIVING SPOUSES...............................68
     17.07   WAIVER ELECTION-QUALIFIED JOINT AND SURVIVOR ANNUITY................................................70
     17.08   WAIVER ELECTION - PRERETIREMENT SURVIVOR ANNUITY.  .................................................71
     17.09   COORDINATION WITH SURVIVOR REQUIREMENTS.  ..........................................................72
     17.10   PARTICIPANT LOANS.  ................................................................................72
     17.10   VESTING SCHEDULE FOR REPAID AMOUNTS.  ..............................................................73

Article XVIII. PROVISIONS APPLICABLE TO ACCOUNTS TRANSFERRED FROM FORMER GATEWAY PLAN............................73
     18.01   GATEWAY ACCOUNTS.  .................................................................................73
     18.02   SPECIAL WITHDRAWAL RIGHTS.  ........................................................................74
     18.03   METHOD OF PAYMENT OF ACCRUED BENEFIT.  .............................................................74
     18.04   TIME OF PAYMENT AND ACCRUED BENEFIT.  ..............................................................75
     18.05   BENEFIT PAYMENT ELECTIONS.  ........................................................................77
     18.06   ANNUITY DISTRIBUTIONS TO GATEWAY PARTICIPANTS AND
             SURVIVING SPOUSES...................................................................................79
     18.07   WAIVER ELECTION - QUALIFIED JOINT AND SURVIVOR ANNUITY..............................................80
     18.08   WAIVER ELECTION - PRERETIREMENT SURVIVOR ANNUITY....................................................81
     18.09   COORDINATION WITH SURVIVOR REQUIREMENTS.............................................................82

                       ALPHABETICAL LISTING OF DEFINITIONS

Plan Definition                                                                                        Reference
                                                                                                      (Page Number)

Account.....................................................................................................1.11(5)
Accounting Date.............................................................................................1.17(5)
Accrued Benefit.............................................................................................1.12(5)
Advisory Committee..........................................................................................1.05(2)
Annual Addition.........................................................................................3.08(a)(18)
Annuity Starting Date......................................................................................6.01(25)
Beneficiary.................................................................................................1.09(4)
Break in Service for Vesting Purposes......................................................................5.07(25)
Cash-Out Distribution......................................................................................5.04(23)
Code........................................................................................................1.22(5)
Codess.411 (d)(6) Protected Benefits.......................................................................11.02(43)
Compensation................................................................................................1.10(4)
Compensation for Codess.415 Purposes.....................................................................3.08(b)(18)
Compensation for Top Heavy Purposes......................................................................1.29(c)(9)
Deemed Cash-Out Rule....................................................................................5.04(C)(24)
Deferral Contributions Account..........................................................................3.04(A)(13)
Defined Contribution Plan...............................................................................3.08(g)(19)
Defined Benefit Plan....................................................................................3.08(h)(19)
Determination Date......................................................................................1.29(g)(10)
Disability..................................................................................................1.25(7)
Distribution Date .........................................................................................6.01(25)
Distribution Valuation Date ...............................................................................6.01(25)
Effective Date..............................................................................................1.15(5)
Elective Contributions......................................................................................1.10(4)
Elective Transfer.........................................................................................11.05(44)
Employee....................................................................................................1.06(2)
Employer....................................................................................................1.02(2)
Employer for Codess.415 Purposes.........................................................................3.08(d)(18)
Employer for Top Heavy Purposes.........................................................................1.29(f)(10)
Employment Commencement Date...............................................................................2.01(10)
Employer Contributions Account.............................................................................3.04(13)
ERISA.......................................................................................................1.21(5)
Excess Amount...........................................................................................3.08(e)(19)
Forfeiture Break In Service................................................................................5.08(25)
Former Gateway Plan.......................................................................................18.01(73)
Former MidSouth Plan......................................................................................17.01(63)
Gateway Accounts..........................................................................................18.01(73)
Gateway Participant.......................................................................................18.01(73)
Hardship................................................................................................6.03(E)(32)
Highly Compensated Employee.................................................................................1.07(2)
Hour of Service.............................................................................................1.24(6)
Investment Manager............................................................................9.04(i)(41); 9.13(43)
KCSI........................................................................................................1.02(2)
Key Employee.............................................................................................1.29(a)(9)
Leased Employees............................................................................................1.28(8)
Limitation Year ........................................................................................3.08(f)(19)
Maximum Permissible Amount..............................................................................3.08(c)(18)
MidSouth Accounts.........................................................................................17.01(63)
MidSouth Participant......................................................................................17.01(63)
Minimum Distribution Incidental Benefit (MDIB)..........................................................6.02(A)(28)
Non-Key Employee.........................................................................................1.29(b)(9)
Nonforfeitable..............................................................................................1.13(5)
Nontransferable Annuity.....................................................................................1.20(5)
Normal Retirement Age......................................................................................5.01(22)
Participant.................................................................................................1.08(3)
Participating Employer......................................................................................1.02(2)
Permissive Aggregation Group............................................................................1.29(e)(10)
Plan........................................................................................................1.01(2)
Plan Entry Date.............................................................................................1.16(5)
Plan Administrator..........................................................................................1.04(2)
Plan Year...................................................................................................1.14(5)
Qualified Domestic Relations Order.........................................................................6.07(34)
Qualified Matching Contributions Account...................................................................3.04(13)
Qualified Nonelective Contributions Account................................................................3.04(13)
Regular Matching Contributions Account.....................................................................3.04(13)
Related Employers...........................................................................................1.27(7)
Required Aggregation Group..............................................................................1.29(d)(10)
Required Beginning Date.................................................................................6.01(B)(26)
Rollover Account...........................................................................................4.03(21)
Rollover Contributions.....................................................................................4.03(21)
Separation from Service.....................................................................................1.23(6)
Service.....................................................................................................1.23(6)
Sponsor.....................................................................................................1.02(2)
Top Heavy Minimum Allocation............................................................................3.04(B)(14)
Top Heavy Ratio.............................................................................................1.29(8)
Trust Fund..................................................................................................1.19(5)
Trust.......................................................................................................1.18(5)
Trustee.....................................................................................................1.03(2)
Year of Service for Eligibility Purposes...................................................................2.02(11)
Year of Service for Vesting Purposes.......................................................................5.06(25)

KANSAS CITY SOUTHERN INDUSTRIES, INC.

401(k) AND PROFIT SHARING PLAN
(AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2001)

INTRODUCTION

Kansas City Southern Industries, Inc. ("KCSI") originally established, effective as of January 1, 1996, the Kansas City Southern Industries, Inc.
401(k) Plan (the "401 (k) Plan"), for the administration and distribution of contributions made by the Employers for the purpose of providing retirement benefits for eligible Employees.

Immediately prior to July 12, 2000 (the "Spinoff Date"), Stilwell Financial Inc. ("Stilwell") and its subsidiaries (collectively, the "Stilwell Group") were members of the controlled group of corporations (within the meaning of Code ss. 414(b)) that includes KCSI. As of the Spinoff Date, all of the shares of Stilwell held by KCSI were distributed to the shareholders of KCSI as a spinoff dividend (such transaction being referred to herein as the "Spinoff") and the members of the Stilwell Group thereby ceased to be members of the controlled group of corporations that includes KCSI.

As of the Spinoff Date, the 401(k) Plan was split into two separate plans: (1) an amended and restated 401(k) plan providing benefits to eligible employees of KCSI and certain of its affiliates (exclusive of the Stilwell Group), which continued to hold the assets of the 401(k) Plan allocable to employees and former employees of KCSI and certain of its affiliates other than the Stilwell Group, and which continued to be known as the Kansas City Southern Industries, Inc. 401(k) Plan (the "401(k) Plan"); and (2) a newly established 401(k) plan with a profit sharing plan component providing benefits to eligible employees of the Stilwell Group, to which were transferred the assets of the
401(k) Plan allocable to employees and former employees of the Stilwell Group, and which is known as the Stilwell Financial, Inc. 401(k) and Profit Sharing Plan ("Stilwell Plan").

KCSI originally established, effective as of January 1, 1990, the Kansas City Southern Industries, Inc. Profit Sharing Plan (the "Profit Sharing Plan") for the administration and distribution of contributions made by the Employers for the purpose of providing retirement benefits for eligible Employees. Effective as of the Spinoff Date the Profit Sharing Plan was amended and restated, participants in the Profit Sharing Plan who were employees or former employees of the Stilwell Group ceased to actively participate in the Profit Sharing Plan, and the assets of the Profit Sharing Plan allocable to employees and former employees of the Stilwell Group were transferred to the profit sharing component of the Stilwell Plan.

Effective as of January 1, 2001 (the "Effective Date") the Profit Sharing Plan was merged with the 401(k) Plan, which was amended, restated and renamed the Kansas City Southern Industries, Inc. 401(k) and Profit Sharing Plan (the "Plan").

The provisions of this Plan, as hereby amended and restated effective as of the Effective Date, shall apply to an Employee who is employed by an Employer on or after the Effective Date, and to any other Employee who is employed by an Employer before the Effective Date and whose Account under the Profit Sharing Plan is transferred to the Plan as of the Effective Date. If a Participant in the 401(k) Plan or the Profit Sharing Plan terminated employment from his last Employer prior to the Effective Date, the benefits to which he is entitled shall be determined under the terms of the 401(k) Plan or the Profit Sharing Plan, as applicable, as in effect on the date of the Employee's termination of employment, unless otherwise indicated.

ARTICLE I.

DEFINITIONS

1.01 "Plan" means the retirement plan established and continued by KCSI as set forth herein, designated as the "Kansas City Southern Industries, Inc. 401(k) and Profit Sharing Plan."

1.02 "Employer" means Kansas City Southern Industries, Inc. ("KCSI" or the "Sponsor") or any other employer (a "Participating Employer") who with the written consent of KCSI adopts this Plan.

1.03 "Trustee" means the Trustee under the Master Trust or any successor in office who in writing accepts the position of Trustee.

1.04 "Plan Administrator" is Kansas City Southern Industries, Inc. unless KCSI designates another person to hold the position of Plan Administrator. In addition to its other duties, the Plan Administrator has full responsibility for compliance with the reporting and disclosure rules under ERISA as respects this Plan.

1.05 "Advisory Committee" means the Sponsor's Advisory Committee as from time to time constituted.

1.06 "Employee" means any employee of an Employer, excluding any Leased Employee, and excluding any individual who performs services for an Employer and
(i) is working in a classification described as an independent contractor (even if such person is subsequently determined to be a common-law employee of the Employer), (ii) is paid, directly or indirectly, through an Employer's accounts payable system, or (iii) performs such services pursuant to a contract or agreement which provides that the person is an independent contractor or consultant (even if such person is subsequently determined to be a common-law employee of the Employer).

1.07 "Highly Compensated Employee" means, for any Plan Year commencing on or after January 1, 1997, any individual who (i) is an Employee described in subsection (a) or (b) below, or (ii) is a former Employee described in subsection (c), below:

(a) An Employee who at any time during the current Plan Year or the preceding Plan Year is a more than five percent (5%) owner (or is considered as owning more than five percent (5%) within the meaning of
Section 318 of the Code) ("5% Owner") of the Employer;

(b) An Employee who (i) received Compensation during the preceding Plan Year in excess of $80,000 (in 1996, as adjusted in accordance with regulations and rulings under Section 414(q) of the Code), and (ii) if the Advisory Committee elects by amendment of the Plan to apply this clause (ii) to determine the Highly Compensated Employees for a Plan Year, for this Plan and, except as otherwise permitted, consistently for all plans of the Employer whose plan years begin in the same calendar year as such preceding Plan Year, is in the group consisting of the top twenty percent (20%) of the total number of persons employed by the Employer when ranked on the basis of Compensation paid during the preceding Plan Year, provided that, for purposes of determining the total number of persons employed by the Employer, the following Employees shall be excluded:

(1) Employees who have not completed an aggregate of six (6) months of service during the preceding Plan Year,

(2) Employees who work less than seventeen and one-half (17-1/2) hours per week for 50% or more of the total weeks worked by such employees during the preceding Plan Year,

(3) Employees who normally work during not more than six (6) months during any year,

(4) Employees who have not attained age 21 by the end of the preceding Plan Year,

(5) Employees who are nonresident aliens and who receive no earned income (within the meaning of Section 911(d)(2) of the Code) from the Employer which constitutes income during the preceding Plan Year from sources within the United States (within the meaning of
Section 861(a)(3) of the Code), and

(6) Except to the extent provided in regulations prescribed by the Secretary of the Treasury, Employees who are members of a collective bargaining unit represented by a collective bargaining agent with which an Employer has or has had a bargaining agreement.

For purposes of this Section 1.07, "Compensation" means Compensation as defined in Section 1.10 and Compensation must include Elective Contributions.

The Advisory Committee must make the determination of who is a Highly Compensated Employee, including the determinations of the number and identity of the top paid 20% group and the relevant Compensation, consistent with Code ss.414(q) and regulations issued under that Code section. The Employer may make a calendar year election to determine the Highly Compensated Employees for the Plan Year, as prescribed by Treasury regulations. Except as otherwise permitted, a calendar year election must apply to all plans and arrangements of the Employer.

(c) The term "Highly Compensated Employee" also includes any former Employee who separated from Service (or has a deemed Separation from Service, as determined under Treasury regulations) prior to the Plan Year, performs no Service for the Employer during the Plan Year, and was a Highly Compensated Employee either for the separation year or any Plan Year ending on or after his 55th birthday.

1.08 "Participant" is an Employee who is eligible to be and becomes a Participant in accordance with the provisions of Section 2.01.

1.09 "Beneficiary" is a person designated by a Participant who is or may become entitled to a benefit under the Plan. A Beneficiary who becomes entitled to a benefit under the Plan remains a beneficiary under the Plan until the Trustee has fully distributed his benefit to him. A Beneficiary's right to (and the Plan Administrator's, the Advisory Committee's or a Trustee's duty to provide to the Beneficiary) information or data concerning the Plan does not arise until he first becomes entitled to receive a benefit under the Plan.

1.10 "Compensation" means, effective as of January 1, 1997, the Participant's wages, salaries, fees for professional service and other amounts received for personal services actually rendered in the course of employment with the Employer maintaining the Plan as defined in Code ss.3401(a) for purposes of income tax withholding at the source but determined without regard to any rules that limit remuneration included in wages based on the nature or location of the employment or the services performed (such as the exception for agricultural labor in ss.3401(a)(2)). Compensation includes Elective Contributions made by the Employer on the Employee's behalf. "Elective Contributions" are amounts excludible from the Employee's gross income under Code ss.ss.125, ss.402(a)(8), 402(h) or 403(b), and contributed by the Employer, at the Employee's election, to a Code ss.401(k) arrangement, a simplified employee pension, cafeteria plan or tax-sheltered annuity. A Compensation payment includes Compensation paid by the Employer to an Employee through another person under the common paymaster provisions of Code ss.ss.3121(s) and 3306(p).

Any reference in this Plan to Compensation is a reference to the definition in this Section 1.10, unless the Plan reference specifies a modification to this definition. The Advisory Committee will take into account only Compensation actually paid for the relevant period.

In addition to other applicable limitations set forth in the Plan, and notwithstanding any other provision of the Plan to the contrary, the annual Compensation of each Employee taken into account under the Plan shall not exceed the OBRA 93 annual compensation limit. The OBRA 93 annual compensation limit is $150,000, as adjusted by the Commissioner for increases in the cost of living in accordance with Code ss.401(a)(17)(B). The cost-of-living adjustment in effect for a calendar year applies to any period, not exceeding 12 months, over which Compensation is determined (determination period) beginning in such calendar year. If a determination period consists of fewer than 12 months, the OBRA 93 annual compensation limit will be multiplied by a fraction, the numerator of which is the number of months in the determination period, and the denominator of which is 12.

If Compensation for any prior determination period is taken into account in determining an Employee's benefits accruing in the current Plan Year, the Compensation for that prior determination period is subject to the OBRA 93 annual compensation limit in effect for that prior determination period. For this purpose, for determination periods beginning before the first day of the first Plan Year beginning on or after January 1, 1994, the OBRA 93 annual compensation limit is $150,000.

Any reference in this Plan to the limitation under Code ss.401(a)(17) shall mean the OBRA 93 annual compensation limit set forth in this provision.

NONDISCRIMINATION. For purposes of determining whether the Plan discriminates in favor of Highly Compensated Employees, Compensation means Compensation as defined in this Section 1.10, unless KCSI elects to use an alternate nondiscriminatory definition, in accordance with the requirements of Code ss.414(s) and the regulations issued under that Code section. KCSI may elect to include all Elective Contributions made by the Employer on behalf of the Employees. KCSI's election to include Elective Contributions must be consistent and uniform with respect to Employees and all plans of the Employer for any particular Plan Year. KCSI may make this election to include Elective Contributions for nondiscrimination testing purposes, irrespective of whether this Section 1.10 includes Elective Contributions in the general Compensation definition applicable to the Plan.

1.11 "Account" means the separate account(s) which the Advisory Committee or the Trustee maintains for a Participant under the Plan.

1.12 "Accrued Benefit" means the amount standing in a Participant's Account(s) as of any date derived from both Employer contributions and Employee contributions, if any.

1.13 "Nonforfeitable" means a Participant's or Beneficiary's unconditional claim, legally enforceable against the Plan, to the Participant's Accrued Benefit.

1.14 "Plan Year" means the fiscal year of the Plan, a 12 consecutive month period ending every December 31.

1.15 "Effective Date" of this amended and restated Plan is January 1, 2001.

1.16 "Plan Entry Date" means every January 1 and July 1.

1.17 "Accounting Date" is the last day of the Plan Year. Unless otherwise specified in the Plan, the Advisory Committee will make all the Plan allocations for a particular Plan Year as of the Accounting Date of that Plan Year.

1.18 "Trust" means the Master Trust established pursuant to the Master Trust Agreement between KCSI and UMB Bank, N.A. and/or any other Trust that may be established under this Plan.

1.19 "Trust Fund" means all property of every kind held or acquired by the Trustee under the Plan, other than incidental benefit insurance contracts. A single Master Trust has been established for all Employers participating under the Kansas City Southern Industries, Inc. 401(k) Plan. However, the Trustee shall maintain separate records of account in order to reflect properly each Participant's Accrued Benefit derived from each Participating Employer.

1.20 "Nontransferable Annuity" means an annuity which by its terms provides that it may not be sold, assigned, discounted, pledged as collateral for a loan or security for the performance of an obligation or for any purpose to any person other than the insurance company. If the Trustee distributes an annuity contract, the contract must be a Nontransferable Annuity.

1.21 "ERISA" means the Employee Retirement Income Security Act of 1974, as amended.

1.22 "Code" means the Internal Revenue Code of 1986, as amended.

1.23 "Service" means any period of time the Employee is in the employ of the Employer, including any period the Employee is on an unpaid leave of absence authorized by the Employer under a uniform, nondiscriminatory policy applicable to all Employees. Notwithstanding any provision of this Plan to the contrary, contributions, benefits and service credit with respect to qualified military service shall be provided in accordance with Section 414(u) of the Code. "Separation from Service" means a separation from Service with the Employer maintaining this Plan.

1.24 "Hour of Service" means:

(a) Each Hour of Service for which the Employer, either directly or indirectly, pays an Employee, or for which the Employee is entitled to payment, for the performance of duties. The Advisory Committee credits Hours of Service under this paragraph (a) to the Employee for the computation period in which the Employee performs the duties, irrespective of when paid;

(b) Each Hour of Service for back pay, irrespective of mitigation of damages, to which the Employer has agreed or for which the Employee has received an award. The Advisory Committee credits Hours of Service under this paragraph (b) to the Employee for the computation period(s) to which the award or the agreement pertains rather than for the computation period in which the award, agreement or payment is made; and

(c) Each Hour of Service for which the Employer, either directly or indirectly, pays an Employee, or for which the Employee is entitled to payment (irrespective of whether the employment relationship is terminated), for reasons other than for the performance of duties during a computation period, such as leave of absence, vacation, holiday, sick leave, illness, incapacity (including disability), layoff, jury duty or military duty. The Advisory Committee will credit no more than 501 Hours of Service under this paragraph (c) to an Employee on account of any single continuous period during which the Employee does not perform any duties (whether or not such period occurs during a single computation period). The Advisory Committee credits Hours of Service under this paragraph (c) in accordance with the rules of paragraphs (b) and (c) of Labor Reg.ss.2530.200b-2, which the Plan, by this reference, specifically incorporates in full within this paragraph (c).

The Advisory Committee will not credit an Hour of Service under more than one of the above paragraphs. A computation period for purposes of this Section 1.24 is the Plan Year, Year of Service period, Break in Service period or other period, as determined under the Plan provision for which the Advisory Committee is measuring an Employee's Hours of Service.

The Employer will credit every Employee with Hours of Service on the basis of the "actual" method. For purposes of the Plan, "actual" method means the determination of Hours of Service from records of hours worked and hours for which the Employer makes payment or for which payment is due from the Employer. However, for an Employee who is paid on other than an hourly basis, Hours of Service shall be credited according to the following schedule, based on the payroll period of the Employee, for each payroll period with respect to which he or she is paid or is entitled to payment of compensation:

PAYROLL PERIOD                              HOURS OF SERVICE

Daily                                             10
Weekly                                            45
Bi-Monthly                                        95
Monthly                                           190

Solely for purposes of determining whether the Employee incurs a Break in Service under any provision of this Plan, the Advisory Committee must credit Hours of Service during an Employee's unpaid absence period due to maternity or paternity leave. The Advisory Committee considers an Employee on maternity or paternity leave if the Employee's absence is due to the Employee's pregnancy, the birth of the Employee's child, the placement with the Employee of an adopted child, or the care of the Employee's child immediately following the child's birth or placement. The Advisory Committee credits Hours of Service under this paragraph on the basis of the number of Hours of Service the Employee would receive if he were paid during the absence period or, if the Advisory Committee cannot determine the number of Hours of Service the Employee would receive, on the basis of 8 hours per day during the absence period. The Advisory Committee will credit only the number (not exceeding 501) of Hours of Service necessary to prevent an Employee's Break in Service. The Advisory Committee credits all Hours of Service described in this paragraph to the computation period in which the absence period begins or, if the Employee does not need these Hours of Service to prevent a Break in Service in the computation period in which his absence period begins, the Advisory Committee credits these Hours of Service to the immediately following computation period.

1.25 "Disability" means the Participant, because of a physical or mental disability, will be unable to perform the duties of his customary position of employment (or is unable to engage in any substantial gainful activity) for an indefinite period which the Advisory Committee considers will be of long continued duration. A Participant also is disabled if he incurs the permanent loss or loss of use of a member or function of the body, or is permanently disfigured, and incurs a Separation from Service. The Plan considers a Participant disabled on the date the Advisory Committee determines the Participant satisfies the definition of disability. The Advisory Committee may require a Participant to submit to a physical examination in order to confirm disability. The Advisory Committee will apply the provisions of this Section 1.25 in a nondiscriminatory, consistent and uniform manner.

1.26 SERVICE FOR PREDECESSOR EMPLOYER. If the Employer maintains the plan of a predecessor employer, the Plan treats service of the Employee with the predecessor employer as service with the Employer.

1.27 RELATED EMPLOYERS. A related group is a controlled group of corporations (as defined in Code ss.414(b)), trades or businesses (whether or not incorporated) which are under common control (as defined in Code ss.414(c)) or an affiliated service group (as defined in Code ss.414(m) or in Code ss.414(o)). If the Employer is a member of a related group, the term "Employer" includes, for the time period during which the relation exists, the related group members for purposes of crediting Hours of Service, determining Years of Service and Breaks in Service under Articles II and V, applying the limitations on allocations in Part 2 of Article III, applying the top heavy rules and the minimum allocation requirements of Article III, the definitions of Employee, Highly Compensated Employee, Compensation and Leased Employee, and for any other purpose required by the applicable Code section or by a Plan provision. In addition, (i) the Plan shall treat all service prior to the Effective Date that is credited with respect to an Employee under the terms of the Plan in effect prior to the Effective Date as service with the Employer, and (ii) the Plan shall treat service of an Employee on or after the Effective Date with an "affiliate" of KCSI during the time it is an "affiliate" as service with the Employer. For purposes of the immediately preceding sentence, the term "affiliate" means any corporation, partnership, joint venture or other business entity with respect to which twenty-five percent (25%) or more of the equity interests therein are owned, directly or indirectly, by KCSI, or by any entity at least 80% of the equity interests of which are owned by KCSI. However, only a Participating Employer described in Section 1.02 may contribute to the Plan and only an Employee employed by a Participating Employer described in Section 1.02 is eligible to participate in this Plan. For Plan allocation purposes, "Compensation" does not include compensation received from a related employer that is not participating in this Plan.

1.28 LEASED EMPLOYEES. The Plan does not treat a Leased Employee as an Employee of the Employer. A Leased Employee is an individual (who otherwise is not an Employee of the Employer) who, pursuant to a leasing agreement between the Employer and any other person, has performed services for the Employer (or for the Employer and any persons related to the Employer within the meaning of Code ss.144(a)(3)) on a substantially full time basis for at least one year and who performs services under the primary direction or control of the Employer. A Leased Employee who performs services for the Employer pursuant to a contract or agreement which provides that the person is a Leased Employee will not become eligible to participate in this Plan merely by reason of a determination that the person is a common-law employee of the Employer, unless and until the Employer changes the employment classification of such person.

1.29 DETERMINATION OF TOP HEAVY STATUS. If this Plan is the only qualified plan maintained by the Employer, the Plan is top heavy for a Plan Year if the top heavy ratio as of the Determination Date exceeds 60%. The top heavy ratio is a fraction, the numerator of which is the sum of the present value of Accrued Benefits of all Key Employees as of the Determination Date and the denominator of which is a similar sum determined for all Employees. The Advisory Committee must include in the top heavy ratio, as part of the present value of Accrued Benefits, any contribution not made as of the Determination Date but includible under Code ss. 416 and the applicable Treasury regulations, and distributions made within the Determination Period. The Advisory Committee must calculate the top heavy ratio by disregarding the Accrued Benefit (and distributions, if any, of the Accrued Benefit) of any Non-Key Employee who was formerly a Key Employee, and by disregarding the Accrued Benefit (including distributions, if any, of the Accrued Benefit) of an individual who has not received credit for at least one Hour of Service with the Employer during the Determination Period. The Advisory Committee must calculate the top heavy ratio, including the extent to which it must take into account distributions, rollovers and transfers, in accordance with Code ss. 416 and the regulations under that Code section.

If the Employer maintains other qualified plans (including a simplified employee pension plan), or maintained another such plan which now is terminated, this Plan is top heavy only if it is part of the Required Aggregation Group, and the top heavy ratio for the Required Aggregation Group and for the permissive Aggregation Group, if any, each exceeds 60%. The Advisory Committee will calculate the top heavy ratio in the same manner as required by the first paragraph of this Section 1.29, taking into account all plans within the Aggregation Group. To the extent the Advisory Committee must take into account distributions to a Participant, the Advisory Committee must include distributions from a terminated plan which would have been part of the Required Aggregation Group if it were in existence on the Determination Date. The Advisory Committee will calculate the present value of Accrued Benefits under defined benefit plans or simplified employee pension plans included within the group in accordance with the terms of those plans, Code ss. 416 and the regulations under that Code section. If a Participant in a defined benefit plan is a Non-Key Employee, the Advisory Committee will determine his Accrued Benefit under the accrual method, if any, which is applicable uniformly to all defined benefit plans maintained by the Employer or, if there is no uniform method, in accordance with the slowest accrual rate permitted under the fractional rule accrual method described in Code ss. 411(b)(1)(C). To calculate the present value of benefits from a defined benefit plan, the Advisory Committee will use the actuarial assumptions (interest and mortality only) prescribed by the defined benefit plan(s) to value benefits for top heavy purposes. If an aggregated plan does not have a valuation date coinciding with the Determination Date, the Advisory Committee must value the Accrued Benefits in the aggregated plan as of the most recent valuation date falling within the twelve-month period ending on the Determination Date, except as Code ss. 416 and applicable Treasury regulations require for the first and second plan year of a defined benefit plan. The Advisory Committee will calculate the top heavy ratio with reference to the Determination Dates that fall within the same calendar year.

DEFINITIONS. For purposes of applying the provisions of this Section 1.29:

(a) "Key Employee" means, as of any Determination Date, any Employee or former Employee (or Beneficiary of such Employee), who, for any Plan Year in the Determination Period: (i) has Compensation in excess of 50% of the dollar amount prescribed in Codess.415(b)(1)(A) (relating to defined benefit plans) and is an officer of the Employer; (ii) has Compensation in excess of the dollar amount prescribed in Codess.415(c)(1)(A) (relating to defined contribution plans) and is one of the Employees owning the ten largest interests in the Employer; (iii) is a more than 5% owner of the Employer; or (iv) is a more than 1% owner of the Employer and has compensation of more than $150,000. The constructive ownership rules of Codess.318 (or the principles of that section, in the case of an unincorporated Employer) will apply to determine ownership in the Employer. The number of officers taken into account under clause (i) will not exceed the greater of 3 or 10% of the total number (after application of the Codess.414(q)(8) exclusions) of Employees, but no more than 50 officers. The Advisory Committee will make the determination of who is a Key Employee in accordance with Codess.416(i)(1) and the regulations under that Code section.

(b) "Non-Key Employee" is an Employee who does not meet the definition of Key Employee.

(c) "Compensation" means Compensation as determined under Section 1.07 (relating to the Highly Compensated Employee definition).

(d) "Required Aggregation Group" means: (1) each qualified plan of the Employer in which at least one Key Employee participates at any time during the Determination Period; and (2) any other qualified plan of the Employer which enables a plan described in clause (1) to meet the requirements of Code ss.401(a)(4) or Code ss.410.

(e) "Permissive Aggregation Group" is the Required Aggregation Group plus any other qualified plans maintained by the Employer, but only if such group would satisfy in the aggregate the requirements of Code ss.401(a)(4) and Code ss.410. The Advisory Committee will determine the Permissive Aggregative Group.

(f) "Employer" means the Employer that adopts this Plan and any related employers described in Section 1.27.

(g) "Determination Date" for any Plan Year is the Accounting Date of the preceding Plan Year or, in the case of the first Plan Year of the Plan, the Accounting Date of that Plan Year. The "Determination Period" is the 5-year period ending on the Determination Date.

1.30 PLAN MAINTAINED BY MORE THAN ONE EMPLOYER. If more than one Employer maintains this Plan, then for purposes of determining Service and Hours of Service, the Advisory Committee will treat all Employers maintaining this Plan as a single employer.

PLAN ALLOCATIONS. The Advisory Committee and the Trustee will account separately for each Employer's contributions under the Plan. In this respect, the Advisory Committee will allocate each Employer's contributions to the Trustee for a Plan Year, in accordance with Article III, to the Accounts of those Participants actually employed by that Employer during the Plan Year. The Advisory Committee will attribute Participant forfeitures to the Employer or Employers that actually employed the forfeited Participant in the year of the forfeiture. For this purpose, Compensation will mean Compensation paid during the Plan Year to those Participants actually employed by that Employer during the Plan Year.

ARTICLE II.
EMPLOYEE PARTICIPANTS

2.01 ELIGIBILITY. Each Employee (other than an Excluded Employee) becomes a Participant in the Plan on the Plan Entry Date (if employed on that date) coincident with or immediately following the later of his Employment Commencement Date or the date he attains age 18. Each Employee who was a Participant in the 401(k) Plan or the Profit Sharing Plan on the day before the Effective Date and who continues as an Employee on the Effective Date continues as a Participant in the Plan on the Effective Date. The term "Employment Commencement Date" means the date on which the Employee first performs an Hour of Service for an Employer.

An Employee is an Excluded Employee if he is (a) a nonresident alien who receives no earned income (within the meaning of Code ss.911(d)(2)) from an Employer which constitutes income from sources within the United States (within the meaning of Code ss.861(a)(3)), or (b) a member of a collective bargaining unit, unless the collective bargaining agreement provides otherwise. An Employee is a member of a collective bargaining unit if he is included in a unit of employees covered by an agreement which the Secretary of Labor finds to be a collective bargaining agreement between employee representatives and one or more Employers if there is evidence that retirement benefits were the subject of good faith bargaining between such employee representatives and such Employer or Employers. The term "employee representatives" does not include an organization more than one half the members of which are owners, officers or executives of the Employer.

If a Participant has not incurred a Separation from Service but becomes an Excluded Employee, then during the period such a Participant is an Excluded Employee, the Advisory Committee will limit that Participant's sharing in the allocation of Employer contributions and Participant forfeitures, if any, under the Plan by disregarding his Compensation paid by the Employer for services rendered in his capacity as an Excluded Employee. However, during such period of exclusion, the Participant, without regard to employment classification, continues to receive credit for vesting under Article V for each included Year of Service and the Participant's Account continues to share fully in Trust Fund allocations under Section 15.05.

If an Excluded Employee who is not a Participant becomes eligible to participate in the Plan by reason of a change in employment classification, he will participate in the Plan immediately if he has satisfied the eligibility conditions of Section 2.01 and would have been a Participant had he not been an Excluded Employee during his period of Service. Furthermore, the Plan takes into account all of the Participant's included Years of Service with the Employer as an Excluded Employee for purposes of vesting credit under Article V.

A Leased Employee who performs services for the Employer pursuant to a contract or agreement which provides that the person is a Leased Employee will not become eligible to participate in this Plan merely by reason of a determination that the person is a common-law employee of the Employer, unless and until the Employer changes the employment classification of such person. If a Leased Employee who is not a Participant becomes eligible to participate in the Plan by reason of a change in employment classification, he will participate in the Plan immediately if he has satisfied the eligibility conditions of
Section 2.01 and would have been a Participant had he not been a Leased Employee during his period of Service. Furthermore, the Plan takes into account all of the Participant's included Years of Service with the Employer as a Leased Employee for purposes of vesting credit under Article V.

2.02 YEAR OF SERVICE - PARTICIPATION. For purposes of an Employee's participation in the Plan under Section 2.01, the Plan does not apply any minimum Hour of Service requirement. The Plan does not require an Employee who terminates employment to establish a new Employment Commencement Date if re-employed by the Employer.

2.03 BREAK IN SERVICE - PARTICIPATION. For purposes of participation in the Plan, the Plan does not apply any Break in Service rule.

2.04 PARTICIPATION UPON REEMPLOYMENT. A Participant whose employment terminates reenters the Plan as a Participant on the date of his reemployment. An Employee who satisfies the Plan's eligibility conditions but who terminates employment prior to becoming a Participant becomes a Participant in the Plan on the later of the Plan Entry Date on which he would have entered the Plan had he not terminated employment or the date of his reemployment. Any Employee who terminates employment prior to satisfying the Plan's eligibility conditions becomes a Participant in accordance with the provisions of Section 2.01.

ARTICLE III.
EMPLOYER CONTRIBUTIONS AND FORFEITURES

PART 1. AMOUNT OF EMPLOYER CONTRIBUTIONS AND PLAN ALLOCATIONS:

SECTIONS 3.01 THROUGH 3.06.

3.01 AMOUNT.

(A) CONTRIBUTION FORMULA. For each Plan Year, the Employer shall contribute to the Trust the following amounts:

DEFERRAL CONTRIBUTIONS. The amount by which the Participants have elected to reduce their Compensation (as defined in Section 1.10 after modification by Section 12.01) for the Plan Year under their salary reduction agreements on file with the Advisory Committee.

EMPLOYER MATCHING CONTRIBUTIONS. An amount equal to 100% of each Participant's eligible contributions. The Employer will determine the amount of its matching contributions by disregarding Participants not entitled to an allocation of matching contributions. The Employer, in its sole discretion, may designate all or any portion of its matching contribution as a qualified matching contribution at the time it makes the contribution.

DISCRETIONARY PROFIT SHARING CONTRIBUTION. The additional amount the Employer may from time to time deem advisable and designates as a discretionary profit sharing contribution. The Employer, in its sole discretion, may designate all or any portion of its discretionary profit sharing contribution as a qualified nonelective contribution at the time it makes the contribution.

The Employer shall make its contribution under the Plan irrespective of whether it has net profits. Although the Employer may contribute to this Plan irrespective of whether it has net profits, the Employer intends this plan to be a profit sharing plan for all purposes under the Code. The Employer shall not make a contribution to the Trust for any Plan Year to the extent the contribution would exceed the Participants' "Maximum Permissible Amount" under
Section 3.08.

ELIGIBLE CONTRIBUTIONS. Under the matching contribution formula, a Participant's "eligible contributions" are the deferral contributions allocated to the Participant not in excess of 3% 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.

(B) RETURN OF CONTRIBUTIONS. The Employer contributes to this Plan on the condition its contribution is not due to a mistake of fact and the Internal Revenue Service will not disallow the deduction for its contribution. The Trustee, upon written request from the Employer, must return to the Employer the amount of the Employer's contribution made by the Employer by mistake of fact or the amount of the Employer's contribution disallowed as a deduction under Code ss.404. The Trustee will not return any portion of the Employer's contribution under the provisions of this paragraph more than one year after:

(a) The Employer made the contribution by mistake of fact; or

(b) The disallowance of the contribution as a deduction, and then only to the extent of the disallowance.

The Trustee will not increase the amount of the Employer contribution returnable under this Section 3.01 for any earnings attributable to the contribution, but the Trustee will decrease the Employer contribution returnable for any losses attributable to it. The Trustee may require the Employer to furnish it whatever evidence the Trustee deems necessary to enable the Trustee to confirm the amount the Employer has requested be returned is properly returnable under ERISA.

3.02 DETERMINATION OF CONTRIBUTION. The Employer, from its records, determines the amount of any contributions to be made by it to the Trust under the terms of the Plan.

3.03 TIME OF PAYMENT OF CONTRIBUTION. The Employer may pay its contribution for each Plan Year in one or more installments without interest. The Employer must make its contribution to the Trust within the time prescribed by the Code or applicable Treasury regulations. The Employer must make deferral contributions to the Trust, to the extent made pursuant to salary reduction agreements, within an administratively reasonable period of time after withholding the corresponding Compensation from the Participant. The Employer also must make deferral contributions and qualified nonelective contributions no later than the time prescribed by the Code or by Treasury regulations. Deferral contributions are Employer contributions for all purposes under this Plan, except to the extent the Code or Treasury regulations prohibit the use of these contributions to satisfy the qualification requirements of the Code.

(A) METHOD OF ALLOCATION. To make allocations under the Plan, the Advisory Committee must establish a Deferral Contributions Account, a Regular Matching Contributions Account, a Qualified Matching Contributions Account, a Qualified Nonelective Contributions Account and a Profit Sharing Contributions Account for each Participant.

DEFERRAL CONTRIBUTIONS. The Advisory Committee will allocate to each Participant's Deferral Contributions Account the deferral contributions the Employer makes to the Trust on behalf of the Participant. The Advisory Committee will make this allocation as of each date during the Plan Year on which such Participant is paid.

MATCHING CONTRIBUTIONS. The Employer, at the time of contribution, must designate which portion, if any, of its matching contribution is allocable to the Qualified Matching Contributions Accounts and which part, if any, is allocable to the Regular Matching Contributions Accounts. The Advisory Committee will allocate the matching contributions to the Regular Matching Contributions Account of the Participant on whose behalf the Employer makes that contribution as of the last day of the Plan Year; provided, however, that the Advisory Committee will make tentative interim allocations of matching contributions to the Regular Matching Contributions Account of the Participant on whose behalf the Employer makes the contribution as of each date during the Plan Year on which such Participant is paid, and shall make a final allocation upon the earlier of the Participant's termination of employment with the Employer or the last day of the Plan Year equal to the amount of matching contribution required under Section 3.01(A) less any interim allocations made to such Participant's Regular Matching Contributions Account during the Plan Year.

To the extent the Employer makes qualified matching contributions, the Advisory Committee will allocate the qualified matching contributions to the Qualified Matching Contributions Account of the Participant on whose behalf the Employer makes the contribution.

QUALIFIED NONELECTIVE CONTRIBUTIONS. If the Employer, at the time of contribution, designates a contribution to be a qualified nonelective contribution for the Plan Year, the Advisory Committee will allocate that qualified nonelective contribution to the Qualified Nonelective Contributions Account of each Participant in the same ratio that the Participant's Compensation for the Plan Year bears to the total Compensation of all Participants for the Plan Year.

DISCRETIONARY PROFIT SHARING CONTRIBUTIONS. Subject to Section 3.04(B) and any restoration allocation required under Section 5.04, the Advisory Committee will allocate and credit each annual Employer discretionary profit sharing contribution, if any, other than discretionary profit sharing contributions which, at the time of contribution, the Employer designates as qualified nonelective contributions, to the Profit Sharing Contributions Account of each Participant who satisfies the conditions of Section 3.06 in the same ratio that each Participant's Compensation for the Plan Year bears to the total Compensation of all such Participants for the Plan Year.

(B) TOP HEAVY MINIMUM ALLOCATION.

(1) MINIMUM ALLOCATION. If the Plan is top heavy in any Plan Year:

(a) Each Non-Key Employee (as defined in Section 1.29) who is a Participant and is employed by the Employer on the last day of the Plan Year will receive a top heavy minimum allocation for that Plan Year and

(b) The top heavy minimum allocation is the lesser of 3% of the Non-Key Employee's Compensation for the Plan Year or the highest contribution rate for the Plan Year made on behalf of any Key Employee (as defined in section 1.29). However, if a defined benefit plan maintained by the Employer which benefits a Key Employee depends on this Plan to satisfy the antidiscrimination rules of Code ss.401(a)(4) or the coverage rules of Code ss.410 (or another plan benefiting the Key Employee so depends on such defined benefit plan), the top heavy minimum allocation is 3% of the Non-Key Employee's Compensation regardless of the contribution rate for the Key Employees.

(c) For purposes of this Section 3.04(B), the term "Participant" includes any employee otherwise eligible to participate in the Plan but who is not a Participant because of his failure to make elective deferrals under a Code ss.401(k) arrangement or because of his failure to make mandatory employee contributions. For purposes of clause (b), "Compensation" means Compensation as defined in Section 1.10, disregarding Elective Contributions and any exclusions from Compensation. For purposes of this Section 3.04(B), a Participant's contribution rate is the sum of Employer contributions (not including Employer contributions to Social Security) and forfeitures allocated to the Participant's Account for the Plan Year divided by his Compensation for the entire Plan Year. However, for Plan Years beginning after December 31, 1988, a Non-Key Employee's contribution rate does not include any Elective Contributions under a Code ss.401(k) arrangement nor any Employer matching contributions necessary to satisfy the nondiscrimination requirements of Code ss.401(k) or of Code ss.401(m). To determine a Participant's contribution rate, the Advisory Committee must treat all qualified top heavy defined contribution plans maintained by the Employer (or by any related Employers described in Section 1.27) as a single Plan.

(2) METHOD OF COMPLIANCE. The Plan will satisfy the top heavy minimum allocation in accordance with this Section 3.04(B)(2). The Advisory Committee first will allocate the Employer contributions (and Participant forfeitures, if any) for the Plan Year in accordance with the allocation formula under Section 3.04(A). The Employer then will contribute an additional amount for the Account of any Participant who is entitled under this Section 3.04(B) to a top heavy minimum allocation and whose contribution rate for the Plan Year is less than the top heavy minimum allocation. The additional amount is the amount necessary to increase the Participant's contribution rate to the top heavy minimum allocation. The Advisory Committee will allocate the additional contribution to the Account of the Participant on whose behalf the Employer makes the contribution.

3.05 FORFEITURE ALLOCATION. The amount of a Participant's Accrued Benefit forfeited under the Plan is a Participant forfeiture. Subject to any restoration allocation required under Section 5.04 or 9.12 and the special forfeiture allocation for certain excess aggregate contributions described in Section 12.05, the Advisory Committee will allocate the amount of a Participant's Accrued Benefit forfeited under the Plan in accordance with Section 3.04 to reduce the Employer matching contributions or profit sharing contributions for the Plan Year in which the forfeiture occurs and, if necessary, to reduce Employer matching contributions or profit sharing contributions in subsequent Plan Years. The Advisory Committee will continue to hold the undistributed, non-vested portion of a terminated Participant's Accrued Benefit in his Account solely for his benefit until a forfeiture occurs at the time specified in
Section 5.09 or, if applicable, until the time specified in Section 9.12. Except as provided under Section 5.04, a Participant will not share in the allocation of a forfeiture of any portion of his Accrued Benefit.

FORFEITURE OF CERTAIN MATCHING CONTRIBUTIONS. A Participant will forfeit any matching contributions allocated with respect to excess deferrals, excess contributions or excess aggregate contributions, as determined under Article
XII. The Advisory Committee will allocate these forfeited amounts in accordance with this Section 3.05.

3.06 ACCRUAL OF BENEFIT. The Advisory Committee will determine the accrual of benefit (Employer contributions and Participant forfeitures) on the basis of the Plan Year, except as provided in Section 3.04.

COMPENSATION TAKEN INTO ACCOUNT. In allocating an Employer qualified nonelective contribution or an Employer discretionary profit sharing contribution to a Participant's Account, the Advisory Committee, except for purposes of determining the top heavy minimum contribution under Section 3.04(B), will take into account only the Compensation determined for the portion of the Plan Year in which the Employee is actually a Participant.

HOURS OF SERVICE REQUIREMENT. A Participant will share in the allocation of Employer deferral contributions, matching contributions and qualified nonelective contributions for a Plan Year without regard to any Hours of Service requirement for that Plan Year. Subject to the top-heavy minimum allocation requirement of Section 3.04(B), a Participant will not share in the allocation of Employer discretionary profit sharing contributions for a Plan Year if the Participant does not complete a minimum of 1,000 Hours of Service during the Plan Year, unless the Participant terminates employment during the Plan Year because of death or Disability or because of the attainment of Normal Retirement Age in the current Plan Year or in a prior Plan Year.

EMPLOYMENT REQUIREMENT. A Participant will share in the allocation of Employer contributions for a Plan Year without regard to whether he is employed by the Employer on the Accounting Date of that Plan Year.

PART 2. LIMITATIONS ON ALLOCATION: SECTIONS 3.07 AND 3.08.

3.07 LIMITATIONS ON ALLOCATIONS TO PARTICIPANTS' ACCOUNTS. The amount of Annual Additions which the Advisory Committee may allocate under this Plan on a Participant's behalf for a Limitation Year may not exceed the Maximum Permissible Amount. If the amount the Employer otherwise would contribute to the Participant's Account would cause the Annual Additions for the Limitation Year to exceed the Maximum Permissible Amount, the Employer will reduce the amount of its contribution so the Annual Additions for the Limitation Year will equal the Maximum Permissible Amount. If an allocation of Employer contributions, pursuant to Section 3.04, would result in an Excess Amount (other than an Excess Amount resulting from the circumstances described in Section 3.07(B)) to the Participant's Account, the Advisory Committee will reallocate the Excess Amount to the remaining Participants who are eligible for an allocation of Employer contributions for the Plan Year in which the Limitation Year ends. The Advisory Committee will make this reallocation on the basis of the allocation method under the Plan as if the Participant whose Account otherwise would receive the Excess Amount is not eligible for an allocation of Employer contributions.

(A) ESTIMATION OF COMPENSATION. Prior to the determination of the Participant's actual Compensation for a Limitation Year, the Advisory Committee may determine the Maximum Permissible Amount on the basis of the Participant's estimated annual Compensation for such Limitation Year. The Advisory Committee must make this determination on a reasonable and uniform basis for all Participants similarly situated. The Advisory Committee must reduce any Employer contributions (including any allocation of forfeitures) based on estimated annual Compensation by any Excess Amount carried over from prior years. As soon as is administratively feasible after the end of the Limitation Year, the Advisory Committee will determine the Maximum Permissible Amount for such Limitation Year on the basis of the Participant's actual Compensation for such Limitation Year.

(B) DISPOSITION OF EXCESS AMOUNT. If, as a result of a reasonable error in determining the amount of elective deferrals an Employee may make without violating the limitations of Part 2 of Article III, an Excess Amount results, the Advisory Committee will return the Excess Amount (as adjusted for allocable income) attributable to the elective deferrals. The Advisory Committee will make this distribution before making any of the corrective distributions in the remaining paragraphs of this Section 3.07(B). The Advisory Committee will disregard any elective deferrals returned under this paragraph for purposes of Article XII.

If, because of a reasonable error in estimating Compensation, or because of the allocation of forfeitures, there is an Excess Amount with respect to a Participant for a Limitation Year, the Advisory Committee will dispose of such Excess Amount as follows:

(a) The Advisory Committee will return any nondeductible voluntary Employee contributions to the Participant to the extent that the return would reduce the Excess Amount.

(b) If, after the application of paragraph (a), an Excess Amount still exists, and the Plan covers the Participant at the end of the Limitation Year, then the Advisory Committee will use the Excess Amount(s) to reduce future Employer contributions (including any allocation of forfeitures) under the Plan for the next Limitation Year and for each succeeding Limitation Year, as is necessary, for the Participant.

(c) If, after the application of paragraph (a), an Excess Amount still exists, and the Plan does not cover the Participant at the end of the Limitation Year, then the Advisory Committee will hold the Excess Amount unallocated in a suspense account. The Advisory Committee will apply the suspense account to reduce Employer Contributions (including allocation of forfeitures) for all remaining Participants in the next Limitation Year, and in each succeeding Limitation Year if necessary.

(d) Except as provided in paragraph (a), the Advisory Committee will not distribute any Excess Amount(s) to Participants or to former Participants.

(C) MORE THAN ONE PLAN. If the Advisory Committee allocated an Excess Amount to a Participant's Account on an allocation date of this Plan which coincides with an allocation date of another defined contribution plan maintained by the Employer, the Advisory Committee will attribute the Excess Amount allocated as of such date to the profit sharing component of this Plan. If an Excess Amount remains, it will then be attributed to the Kansas City Southern Industries, Inc. Employee Stock Ownership Plan, and then, if necessary, to the 401(k) plan component of this Plan.

(D) DEFINED BENEFIT PLAN LIMITATION. If the Participant presently participates, or has ever participated, under a defined benefit plan maintained by the Employer, then the sum of the defined benefit plan fraction and the defined contribution plan fraction for the Participant for that Limitation Year must not exceed 1.0. To the extent necessary to satisfy this limitation, the Employer will reduce its contribution or allocation on behalf of the Participant to the defined contribution plan under which the Participant participates and then, if necessary, the Participant's projected annual benefit under the defined benefit plan under which the Participant participates.

3.08 DEFINITIONS - ARTICLE III. For purposes of Article III, the following terms mean:

(a) "Annual Addition" - The sum of the following amounts allocated on behalf of a Participant for a Limitation Year: (i) all Employer contributions; (ii) all forfeitures; and (iii) all Employee contributions. Except to the extent provided in Treasury Regulations, Annual Additions include excess contributions described in Codess.401(k), excess aggregate contributions described in Codess.401(m) and excess deferrals described in Codess.402(g), irrespective of whether the Plan distributes or forfeits such excess amounts. Annual Additions also include Excess Amounts re-applied to reduce Employer contributions under Section 3.07. Amounts allocated after March 31, 1984, to an individual medical account (as defined in Codess.415(1)(2)) included as part of a defined benefit plan maintained by the Employer are Annual Additions. Furthermore, Annual Additions include contributions paid or accrued after December 31, 1985, for taxable years ending after December 31, 1985, attributable to post-retirement medical benefits allocated to the separate account of a key employee (as defined in Code ss.419A(d)(3)) under a welfare benefit fund (as defined in Codess.419(e)) maintained by the Employer, but only for purposes of the dollar limitation applicable to the Maximum Permissible Amount.

(b) "Compensation" - For purposes of applying the limitations of Part 2 of this Article III, "Compensation" means Compensation as defined in
Section 1.10, disregarding any exclusions from Compensation and disregarding Elective Contributions with respect to Plan Years commencing before January 1, 1998, but including Elective Contributions for Plan Years commencing after December 31, 1997.

(c) "Maximum Permissible Amount" - The lesser of (i) $30,000, or (ii) 25% of the Participant's Compensation for the Limitation Year. If there is a short Limitation Year because of a change in Limitation Year, the Advisory Committee will multiply the $30,000 (or adjusted) limitation by the following fraction:

(d) "Employer" - The Employer that adopts this Plan and any related employers described in Section 1.27. Solely for purposes of applying the limitations of Part 2 of this Article III, the Advisory Committee will determine related employers described in Section 1.27 by modifying Code ss.414(b) and (c) in accordance with Code ss.415(h).

(e) "Excess Amount" - The excess of the Participant's Annual Additions for the Limitation Year over the Maximum Permissible Amount.

(f) "Limitation Year" - The Plan Year. If the Employer amends the Limitation Year to a different 12 consecutive month period, the new Limitation Year must begin on a date within the Limitation Year for which the Employer makes the amendment, creating a short Limitation Year.

(g) "Defined contribution plan" - A retirement plan which provides for an individual account for each participant and for benefits based solely on the amount contributed to the participant's account, and any income, expenses, gains and losses, and any forfeitures of accounts of other participants which the plan may allocate to such participant's account. The Advisory Committee must treat all defined contribution plans (whether or not terminated) maintained by the Employer as a single plan. For purposes of the limitations of part 2 of this Article III, the Advisory Committee will treat employee contributions made to a defined benefit plan maintained by the Employer as a separate defined contribution plan. The Advisory Committee also will treat as a defined contribution plan an individual medical account (as defined in Codess.415(l)(2)) included as part of a defined benefit plan maintained by the Employer and, for taxable years ending after December 31, 1985, a welfare benefit fund under Code ss.419(e) maintained by the Employer to the extent there are post-retirement medical benefits allocated to the separate account of a key employee (as defined in Codess.419A(d)(3)).

(h) "Defined benefit plan" - A retirement plan which does not provide for individual accounts for Employer contributions. The Advisory Committee must treat all defined benefit plans (whether or not terminated) maintained by the Employer as a single plan.

(i) "Defined benefit plan fraction"

To determine the denominator of this fraction, the Advisory Committee will make any adjustment required under Code ss.415(b) and will determine a Year of Service as a Plan Year in which the Employee completed at least 1,000 Hours of Service. The "projected annual benefit" is the annual retirement benefit (adjusted to an actuarially equivalent straight life annuity if the plan expresses such benefit in a form other than a straight life annuity or qualified joint and survivor annuity) of the Participant under the terms of the defined benefit plan on the assumptions he continues employment until his normal retirement age (or current age, if later) as stated in the defined benefit plan, his compensation continues at the same rate as in effect in the Limitation Year under consideration until the date of his normal retirement age and all other relevant factors used to determine benefits under the defined benefit plan remain constant as of the current Limitation Year for all future Limitation Years.

CURRENT ACCRUED BENEFIT. If the Participant accrued benefits in one or more defined benefit plans maintained by the Employer which were in existence on May 5, 1986, the dollar limitation used in the denominator of this fraction will not be less than the Participant's Current Accrued Benefit. A Participant's Current Accrued Benefit is the sum of the annual benefits under such defined benefit plans which the Participant had accrued as of the end of the 1986 Limitation Year (the last Limitation Year beginning before January 1, 1987), determined without regard to any change in the terms or conditions of the Plan made after May 5, 1986, and without regard to any cost of living adjustment occurring after May 5, 1986. This Current Accrued Benefit rule applies only if the defined benefit plans individually and in the aggregate satisfied the requirements of Code ss.415 as in effect at the end of the 1986 Limitation Year.

(j) "Defined contribution plan fraction"

For purposes of determining the defined contribution plan fraction, the Advisory Committee will not recompute Annual Additions in Limitation Years beginning prior to January 1, 1987, to treat all Employee contributions as Annual Additions. If the Plan satisfied Code ss.415 for Limitation Years beginning prior to January 1, 1987, the Advisory Committee will redetermine the defined contribution plan fraction and the defined benefit plan fraction as of the end of the 1986 Limitation Year in accordance with this Section 3.08. If the sum of the redetermined fractions exceeds 1.0, the Advisory Committee will subtract permanently from the numerator of the defined contribution plan fraction an amount equal to the product of (1) the excess of the sum of the fractions over 1.0, times (2) the denominator of the defined contribution plan fraction. In making the adjustment, the Advisory Committee must disregard any accrued benefit under the defined benefit plan which is in excess of the Current Accrued Benefit. This Plan continues any transitional rules applicable to the determination of the defined contribution plan fraction under the Employer's Plan as of the end of the 1986 Limitation Year.

(k) "100% limitation." If the 100% limitation applies, the Advisory Committee must determine the denominator of the defined benefit plan fraction and the denominator of the defined contribution plan fraction by substituting 100% for 125%. The 100% limitation applies only if: (i) the Plan's top heavy ratio exceeds 90%; or (ii) the Plan's top heavy ratio is greater than 60%, and the Employer does not provide extra minimum benefits which satisfy Code ss.416(h)(2).

ARTICLE IV.
PARTICIPANT CONTRIBUTIONS

4.01 PARTICIPANT VOLUNTARY CONTRIBUTIONS. The Plan does not permit or require Participant nondeductible contributions.

4.02 PARTICIPANT VOLUNTARY CONTRIBUTIONS - SPECIAL DISCRIMINATION TEST.
(Reserved)

4.03 PARTICIPANT ROLLOVER CONTRIBUTIONS. Any Participant, with the Employer's written consent and after filing with the Trustee the form prescribed by the Advisory Committee, may contribute cash or other property to the Trust other than as a voluntary contribution if the contribution is a "rollover contribution" which the Code permits an employee to transfer either directly or indirectly from one qualified plan to another qualified plan. Before accepting a rollover contribution, the Trustee may require an Employee to furnish satisfactory evidence that the proposed transfer is in fact a "rollover contribution" which the Code permits an employee to make to a qualified plan. A rollover contribution is not an Annual Addition under Part 2 of Article III.

The Advisory Committee must establish a Rollover Account for each Participant making a rollover contribution, and allocate the rollover contribution to the Rollover Account as of the date the rollover contribution is received. The Trustee will invest the rollover contribution as a part of the Trust Fund.

The Advisory Committee may accept a rollover contribution on behalf of an Employee prior to the date the Employee satisfies the Plan's eligibility conditions. If the Advisory Committee accepts such a rollover contribution, the Advisory Committee must treat the Employee as a Participant for all purposes of the Plan except the Employee is not a Participant for purposes of sharing in Employer contributions or Participant forfeitures under the Plan until he actually becomes a Participant in the Plan.

4.04 PARTICIPANT CONTRIBUTION - FORFEITABILITY. A Participant's Accrued Benefit is, at all times, one hundred percent (100%) Nonforfeitable to the extent the value of his Accrued Benefit is derived from Participant rollover contributions made by him to the Trust for his own benefit.

4.05 PARTICIPANT CONTRIBUTION - WITHDRAWAL/DISTRIBUTION. A Participant may not withdraw any part of his Rollover Account attributable to a Participant rollover contribution made by him to the Trust except as provided in Section
6.03(F). The Trustee, in accordance with the direction of the Advisory Committee, will distribute a Participant's unwithdrawn Accrued Benefit attributable to his Participant rollover contributions in accordance with the provisions of Article VI applicable to the distribution of the Participant's Nonforfeitable Accrued Benefit.

4.06 PARTICIPANT CONTRIBUTION - ACCRUED BENEFIT. The Advisory Committee must maintain, or must direct the Trustee to maintain, a separate Account(s) in the name of each Participant to reflect the Participant's Accrued Benefit under the Plan derived from his Participant rollover contributions. A Participant's Accrued Benefit derived from his Participant rollover contributions as of any applicable date is the balance of his separate Participant rollover contribution Account(s).

ARTICLE V.
TERMINATION OF SERVICE - PARTICIPANT VESTING

5.01 NORMAL RETIREMENT AGE. A Participant's Normal Retirement Age is 65 years of age. A Participant who remains in the employ of the Employer after attainment of Normal Retirement Age will continue to participate in Employer contributions. A Participant's Accrued Benefit derived from Employer contributions is 100% Nonforfeitable upon and after his attaining Normal Retirement Age (if employed by the Employer on or after that date).

5.02 PARTICIPANT DISABILITY OR DEATH. If a Participant's employment with the Employer terminates as a result of death or disability, the Participant's Accrued Benefit derived from Employer contributions will be 100% Nonforfeitable.

5.03 VESTING SCHEDULE. A Participant's Deferral Contributions Account, Qualified Matching Contributions Account, Qualified Nonelective Contributions Account, Profit Sharing Contributions Account and Rollover Account will be one hundred percent (100%) Nonforfeitable at all times. Except as provided in Sections 5.01 and 5.02, for each Year of Service, a Participant's Nonforfeitable percentage of his Regular Matching Contributions Account equals the percentage in the following vesting schedule:

                                     Percent of
Years of Service                   Nonforfeitable
With the Employer                  Accrued Benefit

Less than 3                              None
3                                        25%
4                                        50%
5                                        100%

For any Plan Year for which the Plan is a top heavy Plan (as defined in
Section 1.29), the Advisory Committee will calculate a Participant's Nonforfeitable Percentage of his Accrued Benefit under the following schedule:

                                        Percent of
Years of Service                      Nonforfeitable
With the Employer                     Accrued Benefit

Less than 2 . . . . . . . . . . . . . . . None
2           . . . . . . . . . . . . . . .  20%
3           . . . . . . . . . . . . . . .  40%
4           . . . . . . . . . . . . . . .  60%
5          . . . . . . . . . . . . . . . .100%

The Advisory Committee will apply the top heavy schedule to Participants who earn at least one Hour of Service after the top heavy schedule becomes effective. A shift between vesting schedules under this Section 5.03 is an amendment to the vesting schedule and the Advisory Committee must apply the rules of Section 7.05 accordingly. A shift to a new vesting schedule under this
Section 5.03 is effective on the first day of the Plan Year for which the top heavy status of the Plan changes.

Notwithstanding anything in this Section 5.03 or Article XVIII to the contrary, each Gateway Participant (as defined in Section 18.01) shall be 100% vested in his Accrued Benefit.

5.04 CASH-OUT DISTRIBUTIONS TO PARTIALLY-VESTED PARTICIPANTS/RESTORATION OF FORFEITED ACCRUED BENEFIT. If, pursuant to Article VI, a partially-vested Participant receives a cash-out distribution before he incurs a Forfeiture Break in Service (as defined in Section 5.08), the cash-out distribution will result in an immediate forfeiture of the non-vested portion of the Participant's Accrued Benefit derived from Employer contributions. See Section 5.09. A partially-vested Participant is a Participant whose Nonforfeitable Percentage determined under Section 5.03 is less than 100%. A cash-out distribution is a distribution of the entire present value of the Participant's Nonforfeitable Accrued Benefit.

(A) RESTORATION AND CONDITIONS UPON RESTORATION. A partially-vested Participant who is reemployed by the Employer after receiving a cash-out distribution of the Nonforfeitable percentage of his Accrued Benefit may repay the Trustee the amount of the cash-out distribution attributable to Employer contributions, unless the Participant no longer has a right to restoration under the requirements of this Section 5.04. If a partially-vested Participant makes the cash-out distribution repayment, the Advisory Committee, subject to the conditions of this paragraph (A), must restore his Accrued Benefit attributable to Employer contributions to the same dollar amount as the dollar amount of his Accrued Benefit on the Accounting Date, or other valuation date, immediately preceding the date of the cash-out distribution, unadjusted for any gains or losses occurring subsequent to that Accounting Date, or other valuation date. Restoration of the Participant's Accrued Benefit includes restoration of all Code ss.411(d)(6) protected benefits with respect to that restored Accrued Benefit, in accordance with applicable Treasury regulations. The Advisory Committee will not restore a reemployed Participant's Accrued Benefit under this paragraph if:

(1) Five (5) years have elapsed since the Participant's first reemployment date following the cash-out distribution; or

(2) The Participant incurred a Forfeiture Break in Service (as defined in Section 5.08). This condition also applies if the Participant makes repayment within the Plan Year in which he incurs the Forfeiture Break in Service and that Forfeiture Break in Service would result in a complete forfeiture of the amount the Advisory Committee otherwise would restore.

(B) TIME AND METHOD OF RESTORATION. If neither of the two conditions preventing restoration of the Participant's Accrued Benefit applies, the Advisory Committee will restore the Participant's Accrued Benefit as of the Plan Year Accounting Date coincident with or immediately following the repayment. To restore the Participant's Accrued Benefit, the Advisory Committee, to the extent necessary, will allocate to the Participant's Account:

(1) First, the amount, if any, of Participant forfeitures the Advisory Committee would otherwise allocate under Section 3.05;

(2) Second, the amount, if any, of the Trust Fund net income or gain for the Plan Year; and

(3) Third, the Employer contribution for the Plan Year to the extent made under a discretionary formula.

To the extent the amounts described in clauses (1), (2) and (3) are insufficient to enable the Advisory Committee to make the required restoration, the Employer must contribute, without regard to any requirement or condition of
Section 3.01, the additional amount necessary to enable the Advisory Committee to make the required restoration. If, for a particular Plan Year, the Advisory Committee must restore the Accrued Benefit of more than one reemployed Participant, then the Advisory Committee will make the restoration allocation(s) to each such Participant's Account in the same proportion that a Participant's restored amount for the Plan Year bears to the restored amount for the Plan Year of all reemployed Participants. The Advisory Committee will not take into account the allocation under this Section 5.04 in applying the limitation on allocations under Part 2 of Article III.

(C) 0% VESTED PARTICIPANT. The deemed cash-out rule applies to a 0% vested Participant. A 0% vested Participant is a Participant whose Accrued Benefit derived from Employer contributions is entirely forfeitable at the time of his Separation from Service. Under the deemed cash-out rule, the Advisory Committee will treat the 0% vested Participant as having received a cash-out distribution on the date of the Participant's Separation from Service or, if the Participant's Account is entitled to an allocation of Employer contributions for the Plan Year in which he separates from Service, on the last day of that Plan Year.

For purposes of applying the restoration provisions of this Section 5.04, the Advisory Committee will treat the 0% vested Participant as repaying his cash-out "distribution" on the first date of his reemployment with the Employer.

5.05 SEGREGATED ACCOUNT FOR REPAID AMOUNT. Until the Advisory Committee restores the Participant's Accrued Benefit, as described in Section 5.04, the Trustee will invest the cash-out amount the Participant has repaid in a segregated Account maintained solely for that Participant. The Trustee must invest the amount in the Participant's segregated Account in Federally insured interest bearing savings account(s) or time deposit(s) (or a combination of both), or in other fixed income investments. Until commingled with the balance of the Trust Fund on the date the Advisory Committee restores the Participant's Accrued Benefit, the Participant's segregated Account remains a part of the Trust, but it alone shares in any income it earns and it alone bears any expense or loss it incurs. Unless the repayment qualifies as a rollover contribution, the Advisory Committee will direct the Trustee to repay to the Participant as soon as is administratively practicable the full amount of the Participant's segregated Account if the Advisory Committee determines either of the conditions of Sections 5.04(A) prevents restoration as of the applicable Accounting Date, notwithstanding the Participant's repayment.

5.06 YEAR OF SERVICE - VESTING. For purposes of vesting under Section 5.03, Year of Service means any Plan Year during which an Employee completes not less than 1,000 Hours of Service with the Employer.

5.07 BREAK IN SERVICE - VESTING. For purposes of this Article V, a Participant incurs a "Break in Service" if during any Plan Year he does not completed more than 500 Hours of Service with the Employer.

5.08 INCLUDED YEARS OF SERVICE - VESTING. For purposes of determining "Years of Service" under Section 5.06, the Plan takes into account all Years of Service an Employee completes with the Employer. For the sole purpose of determining a Participant's Nonforfeitable percentage of his Accrued Benefit derived from Employer contributions which accrued for his benefit prior to a Forfeiture Break in Service, the Plan disregards any Year of Service after the Participant first incurs a Forfeiture Break in Service. The Participant incurs a Forfeiture Break in Service when he incurs 5 consecutive Breaks in Service.

5.09 FORFEITURE OCCURS. A Participant's forfeiture, if any, of his Accrued Benefit derived from Employer contributions occurs under the Plan on the earlier of:

(a) The last day of the Plan Year in which the Participant first incurs a Forfeiture Break in Service; or

(b) The date the Participant receives a cash-out distribution.

The Advisory Committee determines the percentage of a Participant's Accrued Benefit forfeiture, if any, under this Section 5.09 solely by reference to the vesting schedule of Section 5.03. A Participant will not forfeit any portion of his Accrued Benefit for any other reason or cause except as expressly provided by this Section 5.09 or as provided under Section 9.12.

ARTICLE VI.
TIME AND METHOD OF PAYMENT OF BENEFITS

6.01 TIME OF PAYMENT OF ACCRUED BENEFIT. Unless, pursuant to Section 6.03, the Participant or the Beneficiary elects in writing to a different time or method of payment, the Advisory Committee will direct the Trustee to commence distribution of a Participant's Nonforfeitable Accrued Benefit in accordance with this Section 6.01. A Participant must consent, in writing, to any distribution required under this Section 6.01 if the present value of the Participant's Nonforfeitable Accrued Benefit, at the time of the distribution to the Participant, exceeds $5,000 and the Participant has not attained the later of Normal Retirement Age or age 62. For all purposes of this Article VI, the term "annuity starting date" means the first day of the first period for which the Plan pays an amount as an annuity or in any other form. Requests for distributions under this Article VI (and under Articles XVII and XVIII) may be made at such times, on such forms and in accordance with such procedures as the Advisory Committee may from time to time prescribe. For purposes of making a distribution, (i) a Participant's Account shall be valued as of a date ("distribution valuation date"), which ordinarily shall be the first Friday (or, if such Friday is not a business day, the next following business day) that is not less than four business days following receipt by the Advisory Committee of a properly completed request for distribution (or, if the Participant's Nonforfeitable Accrued Benefit does not exceed $5,000, following the Participant's Separation from Service), or as soon as administratively practicable thereafter, and (ii) the distribution shall be made or commenced on a business day ("distribution date") as soon as administratively practicable following such distribution valuation date.

(A) TERMINATION OF EMPLOYMENT FOR A REASON OTHER THAN DEATH. For a Participant who terminates employment with the Employer for a reason other than death, the Advisory Committee will direct the Trustee to commence distribution of the Participant's Accrued Benefit, as follows:

(1) PARTICIPANT'S NONFORFEITABLE ACCRUED BENEFIT NOT EXCEEDING $5,000. In a lump sum, as soon as administratively practicable after the first distribution valuation date following the Participant's Separation from Service, but in no event later than the 60th day following the close of the Plan Year in which the Participant attains Normal Retirement Age. If a Participant incurred a Separation from Service under this Plan before August 1, 1999 with a nonforfeitable Accrued Benefit of more than $3,500 as of August 1, 1999 but not more than $5,000, has not previously received a cash-out distribution under this subsection (1) and has not commenced to receive a distribution under subsection (2) below and Section 6.03, distribution to the Participant shall be made under this subsection (1) as soon as practicable after August 1, 1999.

(2) PARTICIPANT'S NONFORFEITABLE ACCRUED BENEFIT EXCEEDS $5,000 In a form and at the time elected by the Participant, pursuant to Section 6.03. In the absence of an election by the Participant, the Advisory Committee will direct the Trustee to distribute the Participant's Nonforfeitable Accrued Benefit in a lump sum, on the 60th day following the close of the Plan Year in which the later of the following events occurs: (a) the Participant attains Normal Retirement Age; or (b) the Participant separates from Service.

(B) REQUIRED BEGINNING DATE. If any distribution commencement date described under Paragraph (A) of this Section 6.01, either by Plan provision or by Participant election (or nonelection), is later than the Participant's Required Beginning Date, the Advisory Committee instead must direct the Trustee to make distribution under this Section 6.01 on the Participant's Required Beginning Date. A Participant's Required Beginning Date is the April 1 of the calendar year following the later of (i) the calendar year in which the Participant attains age 70 1/2, or (ii) the calendar year in which the Participant separates from Service. However, clause (ii) of the preceding sentence shall not apply if the Participant is a 5% owner (as defined in Section 1.07(a)) with respect to the Plan Year ending in the calendar year in which he attains age 70 1/2. A mandatory distribution at the Participant's Required Beginning Date will be in lump sum unless the Participant, pursuant to the provisions of this Article VI, makes a valid election to receive an alternative form of payment.

(C) DEATH OF THE PARTICIPANT. The Advisory Committee will direct the Trustee, in accordance with this Section 6.01(C), to distribute to the Participant's Beneficiary the Participant's Nonforfeitable Accrued Benefit remaining in the Trust at the time of the Participant's death. The Advisory Committee will determine the death benefit by reducing the Participant's Nonforfeitable Accrued Benefit by any security interest the Plan has against that Nonforfeitable Accrued Benefit by reason of an outstanding Participant loan.

(1) DECEASED PARTICIPANT'S NONFORFEITABLE ACCRUED BENEFIT DOES NOT EXCEED $5,000. The Advisory Committee must direct the Trustee to pay the deceased Participant's Nonforfeitable Accrued Benefit in a single cash sum, as soon as administratively practicable after the first distribution valuation date following the Participant's death or, if later, the date on which the Advisory Committee receives notification of or otherwise confirms the Participant's death.

(2) DECEASED PARTICIPANT'S NONFORFEITABLE ACCRUED BENEFIT EXCEEDS $5,000. The Advisory Committee will direct the Trustee to pay the deceased Participant's Nonforfeitable Accrued Benefit at the time and in the form elected by the Participant or, if applicable by the Beneficiary, as permitted under this Article VI. In the absence of an election, the Advisory Committee will direct the Trustee to distribute the Participant's undistributed Nonforfeitable Accrued Benefit in a lump sum as soon as administratively practicable after the first distribution valuation date following the Participant's death or, if later, the date on which the Advisory Committee receives notification of or otherwise confirms the Participant's death.

If the death benefit is payable to the Participant's surviving spouse in full, the surviving spouse, in addition to the distribution options provided in this Section 6.01(C), may elect distribution at any time or in any form this Article VI would permit for a Participant.

6.02 METHOD OF PAYMENT OF ACCRUED BENEFIT. Subject to any restrictions prescribed by Section 6.03, a Participant or Beneficiary may elect distribution from the Participant's Accounts under one or any combination of the following methods: (a) by payment in a lump sum; or (b) by payment in monthly, quarterly or annual installments over a fixed reasonable period of time, not exceeding the life expectancy of the Participant, or the joint life and last survivor expectancy of the Participant and his Beneficiary.

The installment distribution options permitted under this Section 6.02 are available only if the present value of the Participant's Nonforfeitable Accrued Benefit, at the time of the distribution to the Participant, exceeds $5,000. To facilitate installment payments under this Article VI, the Advisory Committee may direct the Trustee to segregate all or any part of the Participant's Accrued Benefit in a separate Account. The Trustee will invest the Participant's segregated Account in Federally insured interest bearing savings account(s) or time deposit(s) (or a combination of both), or in other fixed income investments. A segregated Account remains a part of the Trust, but it alone shares in any income it earns, and it alone bears any expense or loss it incurs. A Participant or Beneficiary may elect to receive an installment distribution in the form of a Nontransferable Annuity Contract. Under an installment distribution, the Participant or Beneficiary, at any time, may elect to accelerate the payment of all, or any portion, of the Participant's unpaid Nonforfeitable Accrued Benefit.

(A) MINIMUM DISTRIBUTION REQUIREMENTS FOR PARTICIPANTS. The Advisory Committee may not direct the Trustee to distribute the Participant's Nonforfeitable Accrued Benefit, nor may the Participant elect to have the Trustee distribute his Nonforfeitable Accrued Benefit, under a method of payment which, as of the Required Beginning Date, does not satisfy the minimum distribution requirements under Code ss.401(a)(9) and the applicable Treasury regulations. The minimum distribution for a calendar year equals the Participant's Nonforfeitable Accrued Benefit as of the latest valuation date preceding the beginning of the calendar year divided by the Participant's life expectancy or, if applicable, the joint and last survivor expectancy of the Participant and his designated Beneficiary (as determined under Article VIII, subject to the requirements of the Code ss.401(a)(9) regulations). The Advisory Committee will increase the Participant's Nonforfeitable Accrued Benefit, as determined on the relevant valuation date, for contributions or forfeitures allocated after the valuation date and by December 31 of the valuation calendar year, and will decrease the valuation by distributions made after the valuation date and by December 31 of the valuation calendar year. For purposes of this valuation, the Advisory Committee will treat any portion of the minimum distribution for the first distribution calendar year made after the close of that year as a distribution occurring in that first distribution calendar year. In computing a minimum distribution, the Advisory Committee must use the unisex life expectancy multiples under Treas. Reg. ss.1.72-9. The Advisory Committee, only upon the Participant's written request, may compute the minimum distribution for a calendar year subsequent to the first calendar year for which the Plan requires a minimum distribution by redetermining the applicable life expectancy. However, the Advisory Committee may not redetermine the joint life and last survivor expectancy of the Participant and a non-spouse designated Beneficiary in a manner which takes into account any adjustment to a life expectancy other than the Participant's life expectancy.

If the Participant's spouse is not his designated Beneficiary, a method of payment to the Participant may not provide more than incidental benefits to the Beneficiary. For Plan Years beginning after December 31, 1988, the Plan must satisfy the minimum distribution incidental benefit ("MDIB") requirement in the Treasury regulations issued under Code ss.401(a)(9) for distributions made on or after the Participant's Required Beginning Date and before the Participant's death. To satisfy the MDIB requirement, the Advisory Committee will compute the minimum distribution required by this Section 6.02(A) by substituting the applicable MDIB divisor for the applicable life expectancy factor, if the MDIB divisor is a lesser number. Following the Participant's death, the Advisory Committee will compute the minimum distribution required by this Section 6.02(A) solely on the basis of the applicable life expectancy factor and will disregard the MDIB factor. For Plan Years beginning prior to January 1, 1989, the Plan satisfies the incidental benefits requirement if the distributions to the Participant satisfied the MDIB requirement or if the present value of the retirement benefits payable solely to the Participant is greater than 50% of the present value of the total benefits payable to the Participant and his Beneficiaries. The Advisory Committee must determine whether benefits to the Beneficiary are incidental as of the date the Trustee is to commence payment of the retirement benefits to the Participant, or as of any date the Trustee redetermines the payment period to the Participant.

The minimum distribution for the first distribution calendar year is due by the Participant's Required Beginning Date. The minimum distribution for each subsequent distribution calendar year, including the calendar year in which the Participant's Required Beginning Date falls, is due by December 31 of that year. If the Participant receives distribution in the form of a Nontransferable Annuity Contract, the distribution satisfies this Section 6.02(A) if the contract complies with the requirements of Code ss.401(a)(9) and the applicable Treasury regulations.

(B) MINIMUM DISTRIBUTION REQUIREMENTS FOR BENEFICIARIES. The method of distribution to the Participant's Beneficiary must satisfy Code ss.401(a)(9) and the applicable Treasury regulations. If the Participant's death occurs after his Required Beginning Date, the method of payment to the Beneficiary must provide for completion of payment over a period which does not exceed the payment period which had commenced for the Participant. If the Participant's death occurs prior to his Required Beginning Date, the method of payment to the Beneficiary, must provide for completion of payment to the Beneficiary over a period not exceeding: (i) 5 years after the date of the Participant's death; or (ii) if the Beneficiary is a designated Beneficiary, the designated Beneficiary's life expectancy. The Advisory Committee may not direct payment of the Participant's Nonforfeitable Accrued Benefit over a period described in clause (ii) unless the Trustee will commence payment to the designated Beneficiary no later than the December 31 following the close of the calendar year in which the Participant's death occurred or, if later, and the designated Beneficiary is the Participant's surviving spouse, December 31 of the calendar year in which the Participant would have attained age 70 1/2. If the Trustee will make distribution in accordance with clause (ii), the minimum distribution for a calendar year equals the Participant's Nonforfeitable Accrued Benefit as of the latest valuation date preceding the beginning of the calendar year divided by the designated Beneficiary's life expectancy. The Advisory Committee must use the unisex life expectancy multiples under Treas. Reg. ss.1.72-9 for purposes of applying this paragraph. The Advisory Committee, only upon the written request of the Participant or of the Participant's surviving spouse, may recalculate the life expectancy of the Participant's surviving spouse not more frequently than annually but may not recalculate the life expectancy of a non-spouse designated Beneficiary after the Trustee commenced payment to the designated Beneficiary. The Advisory Committee will apply this paragraph by treating any amount paid to the Participant's child, which becomes payable to the Participant's surviving spouse upon the child's attaining the age of majority, as paid to the Participant's surviving spouse. Upon the Beneficiary's written request, the Advisory Committee must direct the Trustee to accelerate payment of all, or any portion, of the Participant's unpaid Accrued Benefit, as soon as administratively practicable following the effective date of that request.

6.03 BENEFIT PAYMENT ELECTIONS. Not earlier than 90 days before nor later than 30 days before the Participant's annuity starting date, the Plan Administrator must provide a benefit notice to a Participant who is eligible to make an election under this Section 6.03. The benefit notice must explain the optional forms of benefit in the Plan, including the material features and relative values of those options, and the Participant's right to defer distribution until he attains the later of Normal Retirement Age or age 62.

A distribution may commence less than 30 days after the benefit notice is given, provided that:

(1) the Plan Administrator clearly informs the Participant that the Participant has a right to a period of at least 30 days after receiving the notice to consider the decision of whether or not to elect a distribution (and, if applicable, a particular distribution option), and

(2) the Participant, after receiving the notice, affirmatively elects a distribution.

If a Participant or Beneficiary makes an election prescribed by this
Section 6.03, the Advisory Committee will direct the Trustee to distribute the Participant's Nonforfeitable Accrued Benefit in accordance with that election. Any election under this Section 6.03 is subject to the requirements of Section
6.02. The Participant or Beneficiary must make an election under this Section 6.03 by filing his election form with the Advisory Committee at any time before the Trustee otherwise would commence to pay a Participant's Accrued Benefit in accordance with the requirements of Article VI.

(A) PARTICIPANT ELECTIONS AFTER TERMINATION OF EMPLOYMENT. If the present value of a Participant's Nonforfeitable Accrued Benefit exceeds $5,000, he may elect to have the Trustee commence distribution as soon as administratively practicable after any distribution valuation date following the Participant's Separation from Service. The Participant may reconsider an election at any time prior to the annuity starting date and elect to commence distribution as of any other distribution date, but not earlier than the date described in the first sentence of this Paragraph (A). A Participant who has separated from Service may elect distribution as of any distribution date following his attainment of Normal Retirement Age, irrespective of the restrictions otherwise applicable under this Section 6.03(A). If the Participant is partially-vested in his Accrued Benefit, an election under this Paragraph (A) to distribute prior to the Participant's incurring a Forfeiture Break in Service (as defined in Section 5.08), must be in the form of a cash-out distribution (as defined in Article V). A Participant may not receive a cash-out distribution if, prior to the time the Trustee actually makes the cash out distribution, the Participant returns to employment with the Employer.

(B) PARTICIPANT ELECTIONS PRIOR TO TERMINATION OF EMPLOYMENT.

(1) DISTRIBUTION. After a Participant (1) attains Normal Retirement Age or (2) attains age 59-1/2 and has at least five Years of Service, the Participant, until he retires, has a continuing election to receive all or any portion of his Accrued Benefit attributable to his Regular Matching Contributions Account. After a Participant attains Normal Retirement Age, the Participant, until he retires, has a continuing election to receive all or any portion of his Accrued Benefit attributable to his Profit Sharing Contributions Account. A Participant must make an election under this
Section 6.03(B) on a form prescribed by the Advisory Committee at any time during the Plan Year for which his election is to be effective. In his written election, the Participant must specify the percentage or dollar amount he wishes the Trustee to distribute to him. The Participant's election relates solely to the percentage or dollar amount specified in his election form and his right to elect to receive an amount, if any, for a particular Plan Year greater than the dollar amount or percentage specified in his election form terminates on the Accounting Date. The Trustee must make a distribution to a Participant in accordance with his election under this Section 6.03(B) within the 90-day period (or as soon as administratively practicable) after the Participant files his written election with the Trustee.

(2) DIRECT ROLLOVER. For purposes of this Section 6.03(B)(2), the terms "eligible retirement plan," "direct rollover" and "eligible rollover distribution" shall have the meanings ascribed to them in Section 6.08. Any Participant who has attained 59-1/2 and has at least five Years of Service, until he retires, has a continuing election to direct the Trustee to pay directly to an eligible retirement plan specified by the Participant in a direct rollover all or any portion, with a minimum portion of 20%, of his Nonforfeitable Accrued Benefit attributable to his Profit Sharing Contributions Account, provided that the payment is an eligible rollover distribution. A Participant may make an election under this Section 6.03(B)(2) on a form prescribed by the Advisory Committee at any time during the Plan Year for which his election is to be effective. In his written election, the Participant must specify the percentage or dollar amount he wishes the Trustee to distribute. The Participant's election relates solely to the percentage or dollar amount specified in his election form and his right to elect to have directly rolled over an amount, if any, for a particular Plan Year greater than the dollar amount or percentage specified in his election form terminates on the Accounting Date. The Trustee must pay the amount specified by the participant in a direct rollover in accordance with the Participant's election under this paragraph within the 90 day period (or as soon as administratively practicable) after the Participant files his written election with the Trustee.

The Trustee will distribute the balance of the Participant's Accrued Benefit not distributed under this Section 6.03(B) in accordance with the other distribution provisions of this Plan.

(C) DEATH BENEFIT ELECTIONS. If the present value of the deceased Participant's Nonforfeitable Accrued Benefit exceeds $5,000, the Participant's Beneficiary may elect to have the Trustee distribute the Participant's Nonforfeitable Accrued Benefit in a form and within a period permitted under
Section 6.02. The Beneficiary's election is subject to any restrictions designated in writing by the Participant and not revoked as of his date of death.

(D) TRANSITIONAL ELECTIONS. Notwithstanding the provisions of Section 6.01 and 6.02, if the Participant (or Beneficiary) signed a written distribution designation prior to January 1, 1984, the Advisory Committee must distribute the Participant's Nonforfeitable Accrued Benefit in accordance with that designation. This Section 6.03(D) does not apply to a pre-1984 distribution designation, and the Advisory Committee will not comply with that designation if any of the following applies: the method of distribution would have disqualified the Plan under Code ss.401(a)(9) as in effect on December 31, 1983; (2) the Participant did not have an Accrued Benefit as of December 31, 1983; (3) the distribution designation does not specify the timing and form of the distribution and the death Beneficiaries (in order of priority); (4) the substitution of a Beneficiary modifies the payment period of the distribution; or (5) the Participant (or Beneficiary) modifies or revokes the distribution designation. In the event of a revocation, the Plan must distribute, no later than December 31 of the calendar year following the year of revocation, the amount which the Participant would have received under Section 6.02(A) if the election had not been in effect or, if the Beneficiary revokes the election, the amount which the Beneficiary would have received under Section 6.02(B) if the election had not been in effect. The Advisory Committee will apply this Section 6.03(D) to rollovers and transfers in accordance with Part J of the Code ss.401(a)(9) regulations.

(E) SPECIAL DISTRIBUTIONS RULES FOR DEFERRAL CONTRIBUTIONS ACCOUNT AND QUALIFIED ACCOUNTS. The in-service distribution provisions in Section 6.03(B) will not apply to the Deferral Contributions Account, Qualified Nonelective Contributions Account, and Qualified Matching Contributions Account. Instead, the distribution provisions in this Section 6.03(E) will apply to withdrawals from these Accounts by a Participant prior to his Separation from Service. After the Participant's Separation from Service, the provisions of this Article VI other than this Section 6.03(E) will apply to the distribution of the Participant's entire Accrued Benefit. If the Employer sells substantially all of the assets (within the meaning of Code ss.409(d)(2)) used in a trade or business or sells a subsidiary (within the meaning of Code ss.409(d)(3)), a Participant who continues employment with the acquiring corporation is eligible for distribution from these Accounts as if he has a Separation from Service, but for distributions made after March 31, 1988, only if the distribution constitutes a lump sum distribution, determined in a manner consistent with Code ss.401(k)(10) and the applicable Treasury regulations.

The Participant, until he retires, has a continuing election to receive a distribution from his Deferral Contributions Account, Qualified Nonelective Contributions Account, and Qualified Matching Contributions Account if: (I) he has attained age 59-1/2; or (II) he incurs an immediate and heavy financial hardship. The distribution event under clause (I) applies to all or any portion of these Accounts. The distribution event under clause (II) applies only to the elective deferrals allocated to the Participant's Deferral Contributions Account plus any earnings on the Participant's elective deferrals credited before January 1, 1989.

A hardship distribution, as described in clause (II), must be on account of one or more of the following immediate and heavy financial needs: (1) medical expenses described in Code ss.213(d) incurred by the Participant, by the Participant's spouse, or any of the Participant's dependents; (2) the purchase
(excluding mortgage payments) of a principal residence for the Participant; (3)
the payment of post-secondary education tuition, related educational fees, and room and board expenses, for the next 12 months for the Participant, for the Participant's spouse, or for any of the Participant's dependents; or (4) to prevent the eviction of the Participant from his principal residence or the foreclosure on the mortgage of the Participant's principal residence. The Participant may make application for a hardship distribution at any time.

RESTRICTIONS ON HARDSHIP DISTRIBUTION. The following restrictions apply to a Participant's hardship distribution under this Section 6.03(E): (a) the Participant may not make elective deferrals or employee contributions to the Plan for the 12-month period following the date of his hardship distribution;
(b) the distribution may not exceed the amount of the immediate and heavy financial need; (c) the Participant must have obtained all distributions under this Section 6.03(E), other than hardship distributions, and all nontaxable loans currently available under this Plan and all other qualified plans maintained by the Employer; and (d) the Participant agrees to limit elective deferrals under this Plan and under any other qualified plan maintained by the Employer, for the Participant's taxable year immediately following the taxable year of the hardship distribution under this Section 6.03(E), to the ss.402(g) limitation (as described in Section 12.03), reduced by the amount of the Participant's elective deferrals made in the taxable year of the hardship distribution.

PROCEDURE. A Participant must make an election under this Section 6.03(E) on a form prescribed by the Advisory Committee at any time during the Plan Year for which his election is to be effective. In his written election, the Participant must specify the percentage or dollar amount he wishes the Trustee to distribute to him. The Participant's election relates solely to the percentage or dollar amount specified in his election form and his right to elect to receive an amount, if any, for a particular Plan Year greater than the dollar amount or percentage specified in his election form terminates on the Accounting Date. The Trustee must make a distribution to a Participant in accordance with his election under this Section 6.03(E) within the 90-day period (or as soon as administratively practicable) after the Participant files his written election with the Trustee.

(F) SPECIAL DISTRIBUTION RULES FOR ROLLOVER ACCOUNT. The in-service distribution provisions in Section 6.03(B) will not apply to the Rollover Account. Instead, the distribution provisions in this Section 6.03(F) will apply to withdrawals from that account by a Participant prior to his Separation from Service. After the Participant's Separation from Service, the provisions of this Article VI other than this Section 6.03(F) will apply to the distribution of the Participant's entire Accrued Benefit.

The Participant, until he retires, has a continuing election to receive a distribution from his Rollover Account if: (I) he has attained age 59 1/2; or
(II) he incurs an immediate and heavy financial hardship.

A hardship distribution, as described in clause (II), must be on account of one or more of the following immediate and heavy financial needs: (1) medical expenses described in Code ss.213(d) incurred by the Participant, by the Participant's spouse, or any of the Participant's dependents; (2) the purchase
(excluding mortgage payments) of a principal residence for the Participant; (3)
the payment of post-secondary education tuition, related educational fees, and room and board expenses, for the next 12 months for the Participant, for the Participant's spouse, or for any of the Participant's dependents; or (4) to prevent the eviction of the Participant from his principal residence or the foreclosure on the mortgage of the Participant's principal residence. The Participant may make application for a hardship distribution of his Rollover Account at any time.

PROCEDURE. A Participant must make an election under this Section 6.03(F) on a form prescribed by the Advisory Committee at any time during the Plan Year for which his election is to be effective. In his written election, the Participant must specify the percentage or dollar amount he wishes the Trustee to distribute to him. The Participant's election relates solely to the percentage or dollar amount specified in his election form and his right to elect to receive an amount, if any, for a particular Plan Year greater than the dollar amount or percentage specified in his election form terminates on the Accounting Date. The Trustee must make a distribution to a Participant in accordance with his election under this Section 6.03(F) within the 90-day period (or as soon as administratively practicable) after the Participant files his written election with the Trustee.

6.04 ANNUITY DISTRIBUTIONS TO PARTICIPANTS AND SURVIVING SPOUSES. The joint and survivor annuity requirements do not apply to this Plan. The Plan does not provide any annuity distributions to Participants nor to surviving spouses. A transfer agreement described in Section 11.05 may not permit a plan which is subject to the provisions of Code ss.417 to transfer assets to this Plan, unless the transfer is an elective transfer, as described in Section 11.05.

6.05 WAIVER ELECTION - QUALIFIED JOINT AND SURVIVOR ANNUITY. [Reserved]

6.06 WAIVER ELECTION - PRERETIREMENT SURVIVOR ANNUITY. [Reserved]

6.07 DISTRIBUTIONS UNDER DOMESTIC RELATIONS ORDERS. Nothing contained in this Plan prevents the Trustee, in accordance with the direction of the Advisory Committee, from complying with the provisions of a qualified domestic relations order (as defined in Code ss.414(p)). This Plan specifically permits distribution to an alternate payee under a qualified domestic relations order as soon as administratively practicable after any distribution valuation date of any Plan Year, irrespective of whether the Participant has attained his earliest retirement age (as defined under Code ss.414(p)) under the Plan. A distribution to an alternate payee prior to the Participant's attainment of earliest retirement age is available only if: (1) the order specifies distribution at that time or permits an agreement between the Plan and the alternate payee to authorize an earlier distribution; and (2) if the present value of the alternate payee's benefits under the Plan exceeds $5,000, and the order requires, the alternate payee consents to any distribution occurring prior to the Participant's attainment of earliest retirement age. Nothing in this Section 6.07 gives a Participant a right to receive distribution at a time otherwise not permitted under the Plan nor does it permit the alternate payee to receive a form of payment not permitted under the Plan.

The Plan Administrator must establish reasonable procedures to determine the qualified status of a domestic relations order. Upon receiving a domestic relations order, the Plan Administrator promptly will notify the Participant and any alternate payee named in the order, in writing, of the receipt of the order and the Plan's procedures for determining the qualified status of the order. Within a reasonable period of time after receiving the domestic relations order, the Plan Administrator must determine the qualified status of the order and must notify the Participant and each alternate payee, in writing, of its determination. The Plan Administrator must provide notice under this paragraph by mailing to the individual's address specified in the domestic relations order, or in a manner consistent with Department of Labor regulations. A qualified domestic relations order that, prior to the Effective Date, had been determined to be qualified under the Profit Sharing Plan with respect to the Accrued Benefit of a Participant under the Profit Sharing Plan, shall continue to be treated as a qualified domestic relations order under this Plan with respect to the Accounts of the Participant that were transferred to this Plan from the Profit Sharing Plan.

If any portion of the Participant's Nonforfeitable Accrued Benefit is payable during the period the Plan Administrator is making its determination of the qualified status of the domestic relations order, the Advisory Committee must make a separate accounting of the amounts payable. If the Plan Administrator determines the order is a qualified domestic relations order within 18 months of the date amounts first are payable following receipt of the order, the Advisory Committee will direct the Trustee to distribute the payable amounts in accordance with the order. If the Plan Administrator does not make its determination of the qualified status of the order within the 18 month determination period, the Advisory Committee will direct the Trustee to distribute the payable amounts in the manner the Plan would distribute if the order did not exist and will apply the order prospectively if the Plan Administrator later determines the order is a qualified domestic relations order.

To the extent it is not inconsistent with the provisions of the qualified domestic relations order, the Advisory Committee at the election of an alternate payee may direct the Trustee to invest any partitioned amount in a segregated subaccount or separate account and to invest the account in Federally insured, interest-bearing savings account(s) or time deposit(s) (or a combination of both), or in other fixed income investments. A segregated subaccount remains a part of the Trust, but it alone shares in any income it earns, and it alone bears any expense or loss it incurs. The Trustee will make any payments or distributions required under this Section 6.07 by separate benefit checks or other separate distribution to the alternate payee(s).

6.08 ROLLOVER DISTRIBUTIONS. Notwithstanding any provision of the Plan to the contrary that would otherwise limit a distributee's election under this Section, a distributee may elect, at the time and in the manner prescribed by the Plan Administrator, to have any portion of an eligible rollover distribution paid directly to an eligible retirement plan specified by the distributee in a direct rollover. For purposes of this Section 6.08, the following definitions shall apply.

(a) ELIGIBLE ROLLOVER DISTRIBUTION: An eligible rollover distribution is any distribution of all or any portion of the balance to the credit of the distributee, except that an eligible rollover distribution does not include: any distribution that is one of a series of substantially equal periodic payments (not less frequently than annually) made for the life (or life expectancy) of the distributee and the distributee's designated beneficiary, or for a specified period of ten years or more; any distribution to the extent such distribution is required under section 401(a)(9) of the Code; and the portion of any distribution that is not includible in gross income (determined without regard to the exclusion for net unrealized appreciation with respect to employer securities).

(b) ELIGIBLE RETIREMENT PLAN: An eligible retirement plan is an individual retirement account described in section 408(a) of the Code, an individual retirement annuity described in section 408(b) of the Code, an annuity plan described in 403(a) of the Code, or a qualified trust described in section 401(a) of the Code, that accepts the distributee's eligible rollover distribution. However, in the case of an eligible rollover distribution to the surviving spouse, an eligible retirement plan is an individual retirement account or individual retirement annuity.

(c) DISTRIBUTEE: A distributee includes an Employee or former Employee. In addition, the Employee's or former Employee's surviving spouse and the Employee's or former Employee's spouse or former spouse who is the alternate payee under a qualified domestic relations order, as defined in section 414(p) of the Code, are distributees with regard to the interest of the spouse or former spouse.

(d) DIRECT ROLLOVER: A direct rollover is a payment by the Plan to an eligible retirement plan specified by the distributee.

ARTICLE VII.
EMPLOYER ADMINISTRATIVE PROVISIONS

7.01 INFORMATION TO COMMITTEE. The Employer must supply current information to the Advisory Committee as to the name, date of birth, date of employment, annual compensation, leaves of absence, Years of Service and date of termination of employment of each Employee who is, or who will be eligible to become, a Participant under the Plan, together with any other information which the Advisory Committee considers necessary. The Employer's records as to the current information the Employer furnishes to the Advisory Committee are conclusive as to all persons.

7.02 NO LIABILITY. The Employer assumes no obligation or responsibility to any of its Employees, Participants or Beneficiaries for any act of, or failure to act, on the part of its Advisory Committee (unless the Employer is the Advisory Committee), the Trustee or the Plan Administrator (unless the Employer is the Plan Administrator).

7.03 INDEMNITY OF COMMITTEE. The Employer indemnifies and saves harmless the Plan Administrator and the members of the Advisory Committee, and each of them, from and against any and all loss resulting from liability to which the Plan Administrator and the Advisory Committee, or the members of the Advisory Committee, may be subjected by reason of any act or conduct (except willful misconduct or gross negligence) in their official capacities in the administration of this Trust or Plan or both, including all expenses reasonably incurred in their defense, in case the Employer fails to provide such defense. The indemnification provisions of this Section 7.03 do not relieve the Plan Administrator or any Advisory Committee member from any liability he may have under ERISA for breach of a fiduciary duty. Furthermore, the Plan Administrator and the Advisory Committee members and the Employer may execute a letter agreement further delineating the indemnification agreement of this Section 7.03, provided the letter agreement must be consistent with and must not violate ERISA. The indemnification provisions of this Section 7.03 extend to the Trustee solely to the extent provided by a letter agreement executed by the Trustee and the Employer.

7.04 EMPLOYER DIRECTION OF INVESTMENT. The Employer has the right to direct the Trustee with respect to the investment and reinvestment of assets comprising the Trust Fund only if the Trustee consents in writing to permit such direction. If the Trustee consents to Employer direction of investment, the Trustee and the Employer must execute a letter agreement as a part of this Plan containing such conditions, limitations and other provisions they deem appropriate before the Trustee will follow any Employer direction as respects the investment or reinvestment of any part of the Trust Fund.

7.05 AMENDMENT TO VESTING SCHEDULE. Though the Employer reserves the right to amend the vesting schedule at any time, the Advisory Committee will not apply the amended vesting schedule to reduce the Nonforfeitable percentage of any Participant's Accrued Benefit derived from Employer contributions (determined as of the later of the date the Employer adopts the amendment, or the date the amendment becomes effective) to a percentage less than the Nonforfeitable percentage computed under the Plan without regard to the amendment.

If the Employer makes a permissible amendment to the vesting schedule, each Participant having at least 3 Years of Service with the Employer may elect to have the percentage of his Nonforfeitable Accrued Benefit computed under the Plan without regard to the amendment. The Participant must file his election with the Plan Administrator within 60 days of the latest of (a) the Employer's adoption of the amendment; (b) the effective date of the amendment; or (c) his receipt of a copy of the amendment. The Plan Administrator, as soon as practicable, must forward a true copy of any amendment to the vesting schedule to each affected Participant, together with an explanation of the effect of the amendment, the appropriate form upon which the Participant may make an election to remain under the vesting schedule provided under the Plan prior to the amendment and notice of the time within which the Participant must make an election to remain under the prior vesting schedule. For purposes of this
Section 7.05, an amendment to the vesting schedule includes any Plan amendment which directly or indirectly affects the computation of the Nonforfeitable percentage of an Employee's rights to his Employer derived Accrued Benefit.

ARTICLE VIII.
PARTICIPANT ADMINISTRATIVE PROVISIONS

8.01 BENEFICIARY DESIGNATION. Any Participant may from time to time designate, in writing, any person or persons, contingently or successively, to whom the Trustee will pay his Accrued Benefit (including any life insurance proceeds payable to the Participant's Account) in the event of his death and the Participant may designate the form and method of payment. The Advisory Committee will prescribe the form for the written designation of Beneficiary and, upon the Participant's filing the form with the Advisory Committee, the form effectively revokes all designations filed prior to that date by the same Participant. A Beneficiary designation by a Participant that was valid under the Profit Sharing Plan immediately prior to the Effective Date shall continue to be valid under this Plan as to the Participant's Accounts transferred to the Plan from the Profit Sharing Plan until revoked by the Participant in accordance with this
Section 8.01.

A married Participant's Beneficiary designation is not valid unless the Participant's spouse consents, in writing, to the Beneficiary designation. The spouse's consent must acknowledge the effect of that consent and a notary public or the Plan Administrator (or his representative) must witness that consent. The spousal consent requirements of this paragraph do not apply if: (1) the Participant and his spouse are not married through the one-year period ending on the date of the Participant's death; (2) the Participant's spouse is the Participant's sole primary beneficiary; (3) the Plan Administrator is not able to locate the Participant's spouse; (4) the Participant is legally separated or has been abandoned (within the meaning of State law) and the Participant has a court order to that effect; or (5) other circumstances exist under which the Secretary of the Treasury will excuse the consent requirement. If the Participant's spouse is legally incompetent to give consent, the spouse's legal guardian (even if the guardian is the Participant) may give consent.

8.02 NO BENEFICIARY DESIGNATION. If a Participant fails to name a Beneficiary in accordance with Section 8.01, or if the Beneficiary named by a Participant predeceased him, then the Trustee will pay the Participant's Accrued Benefit in accordance with Section 6.02 in the following order of priority to:

(a) The Participant's surviving spouse;

(b) The Participant's surviving children, including adopted children, in equal shares;

(c) The Participant's surviving parents, in equal shares; or

(d) The legal representative of the estate of the Participant.

If the Beneficiary does not predecease the Participant, but dies prior to distribution of the Participant's entire Nonforfeitable Accrued Benefit, the Trustee will pay the remaining Nonforfeitable Accrued Benefit to the Beneficiary's estate unless the Participant's Beneficiary Designation provides otherwise. The Advisory Committee will direct the Trustee as to the method and to whom the Trustee will make the payment under this Section 8.02.

8.03 PERSONAL DATA TO COMMITTEE. Each Participant and each Beneficiary of a deceased Participant must furnish to the Advisory Committee such evidence, data or information as the Advisory Committee considers necessary or desirable for the purpose of administering the Plan. The provisions of this Plan are effective for the benefit of each Participant upon the condition precedent that each Participant will furnish promptly full, true and complete evidence, data and information when requested by the Advisory Committee, provided the Advisory Committee advises each Participant of the effect of his failure to comply with its request.

8.04 ADDRESS FOR NOTIFICATION. Each Participant and each Beneficiary of a deceased Participant must file with the Advisory Committee from time to time, in writing, his post office address and any change of post office address. Any communication, statement or notice addressed to a Participant, or Beneficiary, at his last post office address filed with the Advisory Committee, or as shown on the records of the Employer, binds the Participant, or Beneficiary, for all purposes of this Plan.

8.05 ASSIGNMENT OR ALIENATION. Subject to Code ss.414(p) relating to qualified domestic relations orders, neither a Participant nor a Beneficiary may anticipate, assign or alienate (either at law or in equity) any benefit provided under the Plan, and the Trustee will not recognize any such anticipation, assignment or alienation. Furthermore, a benefit under the Plan is not subject to attachment, garnishment, levy, execution or other legal or equitable process.

8.06 NOTICE OF CHANGE IN TERMS. The Plan Administrator, within the time prescribed by ERISA and the applicable regulations, must furnish all Participants and Beneficiaries a summary description of any material amendment to the Plan or notice of discontinuance of the Plan and all other information required by ERISA to be furnished without charge.

8.07 LITIGATION AGAINST THE TRUST. A court of competent jurisdiction may authorize any appropriate equitable relief to redress violations of ERISA or to enforce any provisions of ERISA or the terms of the Plan. A fiduciary may receive reimbursement of expenses properly and actually incurred in the performance of his duties with the Plan.

8.08 INFORMATION AVAILABLE. Any Participant in the Plan or any Beneficiary may examine copies of the Plan description, latest annual report, any bargaining agreement, this Plan and Trust, contract or any other instrument under which the Plan was established or is operated. The Plan Administrator will maintain all of the items listed in this Section 8.08 in his office, or in such other place or places as he may designate from time to time in order to comply with the regulations issued under ERISA, for examination during reasonable business hours. Upon the written request of a Participant or Beneficiary the Plan Administrator will furnish him with a copy of any item listed in this Section
8.08. The Plan Administrator may make a reasonable charge to the requesting person for the copy so furnished.

8.09 APPEAL PROCEDURE FOR DENIAL OF BENEFITS. The Plan Administrator will provide adequate notice in writing to any Participant or to any Beneficiary ("Claimant") whose claim for benefits under the Plan the Advisory Committee has denied. The Plan Administrator's notice to the Claimant must set forth:

(a) The specific reason for the denial;

(b) Specific references to pertinent Plan provisions on which the Advisory Committee based its denial;

(c) A description of any additional material and information needed for the Claimant to perfect his claim and an explanation of why the material or information is needed; and

(d) That any appeal the Claimant wishes to make of the adverse determination must be in writing to the Advisory Committee within 75 days after receipt of the Plan Administrator's notice of denial of benefits. The Plan Administrator's notice must further advise the Claimant that his failure to appeal the action to the Advisory Committee in writing within the 75 day period will render the Advisory Committee's determination final, binding and conclusive.

If the Claimant should appeal to the Advisory Committee, he, or his duly authorized representative, may submit, in writing, whatever issues and comments he, or his duly authorized representative, fees are pertinent. The Claimant, or his duly authorized representative, may review pertinent plan documents. The Advisory Committee will reexamine all facts related to the appeal and make a final determination as to whether the denial of benefits is justified under the circumstances. The Advisory Committee must advise the Claimant of its decision within 60 days of the Claimant's written request for review, unless special circumstances (such as a hearing) would make the rendering of a decision within the 60 day limit unfeasible, but in no event may the Advisory Committee render a decision respecting a denial for a claim for benefits later than 120 days after its receipt of a request for review.

The Plan Administrator's notice of denial of benefits must identify the name of each member of the Advisory Committee and the name and address of the Advisory Committee member to whom the Claimant may forward his appeal.

ARTICLE IX.
ADVISORY COMMITTEE - DUTIES WITH RESPECT
TO PARTICIPANT'S ACCOUNTS

9.01 MEMBERS' COMPENSATION, EXPENSES. The Sponsor must appoint an Advisory Committee to administer the Plan, the members of which may or may not be Participants in the Plan, or which may be the Plan Administrator acting alone. The members of the Advisory Committee will serve without compensation for services as such, but the Employer will pay all expenses of the Advisory Committee, including the expense for any bond required under ERISA.

9.02 TERM. Each member of the Advisory Committee serves until the appointment of his successor.

9.03 POWERS. In case of a vacancy in the membership of the Advisory Committee, the remaining members of the Advisory Committee may exercise any and all of the powers, authority, duties and discretion conferred upon the Advisory Committee pending the filling of the vacancy.

9.04 GENERAL. The Advisory Committee, in its sole and absolute discretion, shall have all powers necessary to discharge its duties under this Plan including, without limitation, the following:

(a) To select a Secretary, who need not be a member of the Advisory Committee;

(b) To determine the rights of eligibility of an Employee to participate in the Plan, the value of a Participant's Accrued Benefit and the Nonforfeitable percentage of each Participant's Accrued Benefit;

(c) To adopt rules of procedure and regulations necessary for the proper and efficient administration of the Plan provided the rules are not inconsistent with the terms of this Plan;

(d) To construe and enforce the terms of the Plan and the rules and regulations it adopts, including interpretation of the Plan documents and documents related to the Plan's operation, and its decisions shall be final and binding on all interested persons;

(e) To direct the Trustee as respects the crediting and distribution of the Trust;

(f) To review and render decisions respecting a claim for (or denial of a claim for) a benefit under the Plan;

(g) To furnish the Employer with information which the Employer may require for tax or other purposes;

(h) To engage the service of agents whom it may deem advisable to assist it with the performance of its duties; and

(i) To engage the services of an Investment Manager or Managers (as defined in ERISA ss.3(38)), each of whom will have full power and authority to manage, acquire or dispose (or direct the Trustee with respect to acquisition or disposition) of any Plan asset under its control.

The Advisory Committee must exercise all of its powers, duties and discretion under the Plan in a uniform and nondiscriminatory manner.

9.05 FUNDING POLICY. The Advisory Committee will review, not less often than annually, all pertinent Employee information and Plan data in order to establish the funding policy of the Plan and to determine the appropriate methods of carrying out the Plan's objectives. The Advisory Committee must communicate periodically, as it deems appropriate, to the Trustee and to any Plan Investment Manager the Plan's short-term and long-term financial needs so investment policy can be coordinated with Plan financial requirements.

9.06 MANNER OF ACTION. The decision of a majority of the members appointed and qualified controls.

9.07 AUTHORIZED REPRESENTATIVE. The Advisory Committee may authorize any person, whether or not such person is a member of the Advisory Committee, to sign on its behalf any notices, directions, applications, certificates, consents, approvals, waivers, letters or other documents. The Advisory Committee must evidence this authority by an instrument signed by all members and filed with the Trustee.

9.08 INTERESTED MEMBER. No member of the Advisory Committee may decide or determine any matter concerning the distribution, nature or method of settlement of his own benefits under the Plan, except in exercising an election available to that member in his capacity as a Participant, unless the Plan Administrator is acting alone in the capacity of the Advisory Committee.

9.09 INDIVIDUAL ACCOUNTS. The Advisory Committee will maintain, or direct the Trustee to maintain, a separate Account, or multiple Accounts, in the name of each Participant to reflect the Participant's Accrued Benefit in accordance with the provisions of Article XV hereof and shall give the Trustee directions with respect to the investment of the Accounts of Participants in accordance with the provisions of Article XV.

9.10 INDIVIDUAL STATEMENT. As soon as practicable after the Accounting Date of each Plan Year, but within the time prescribed by ERISA and the regulations under ERISA, the Plan Administrator will deliver to each Participant (and to each Beneficiary) a statement reflecting the condition of his Accrued Benefit in the Trust as of that date and such other information ERISA requires be furnished the Participant or Beneficiary. No Participant, except a member of the Advisory Committee, has the right to inspect the records reflecting the Account of any other Participant.

9.11 ACCOUNT CHARGED. The Advisory Committee will charge all distributions made to a Participant or to his Beneficiary from his Account against the Account of the Participant when made.

9.12 UNCLAIMED ACCOUNT PROCEDURE. The Plan does not require either the Trustee or the Advisory Committee to search for, or ascertain the whereabouts of, any Participant or Beneficiary. At the time the Participant's or Beneficiary's benefit becomes distributable under Article VI, the Advisory Committee, by certified or registered mail addressed to his last known address of record with the Advisory Committee or the Employer, must notify the Participant, or Beneficiary, that he is entitled to a distribution under this Plan. The notice must quote the provisions of this Section 9.12 and otherwise must comply with the notice requirements of Article VI. If the Participant, or Beneficiary, fails to claim his distributive share or make his whereabouts known in writing to the Advisory Committee within 6 months from the date of mailing of the notice, the Advisory Committee will treat the Participant's or Beneficiary's unclaimed payable Accrued Benefit as forfeited and will reallocate the unclaimed payable Accrued Benefit in accordance with Section 3.05. Where the benefit is distributable to the Participant, the forfeiture under this paragraph occurs as of the last day of the notice period, if the Participant's Nonforfeitable Accrued Benefit does not exceed $5,000, or as of the first day the benefit is distributable without the Participant's consent, if the present value of the Participant's Nonforfeitable Accrued Benefit exceeds $5,000. Where the benefit is distributable to a Beneficiary, the forfeiture occurs on the date the notice period ends except, if the Beneficiary is the Participant's spouse and the Nonforfeitable Accrued Benefit payable to the spouse exceeds $5,000, the forfeiture occurs as of the first day the benefit is distributable without the spouse's consent. Pending forfeiture, the Advisory Committee, following the expiration of the notice period, may direct the Trustee to segregate the Nonforfeitable Accrued Benefit in a segregated Account and to invest that segregated Account in Federally insured interest bearing savings accounts or time deposits (or in a combination of both), or in other fixed income investments.

If a Participant or Beneficiary who has incurred a forfeiture of his Accrued Benefit under the provisions of the first paragraph of this Section 9.12 makes a claim, at any time, for his forfeited Accrued Benefit, the Advisory Committee must restore the Participant's or Beneficiary's forfeited Accrued Benefit to the same dollar amount as the dollar amount of the Accrued Benefit forfeited, unadjusted for any gains or losses occurring subsequent to the date of the forfeiture. The Advisory Committee will make the restoration during the Plan Year in which the Participant or Beneficiary makes the claim, first from the amount, if any, of Participant forfeitures the Advisory Committee otherwise would allocate for the Plan Year, then from the amount, if any, of the Trust Fund net income or gain for the Plan Year and then from the amount, or additional amount, the Employer contributes to enable the Advisory Committee to make the required restoration. The Advisory Committee will direct the Trustee to distribute the Participant's or Beneficiary's restored Accrued Benefit to him no later than 60 days after the close of the Plan Year in which the Advisory Committee restores the forfeited Accrued Benefit. The forfeiture provisions of this Section 9.12 apply solely to the Participant's or to the Beneficiary's Accrued Benefit derived from Employer contributions.

9.13 INVESTMENT MANAGER. The Advisory Committee shall have the right, as provided in Section 9.04(i), to appoint an Investment Manager for all or any part of the assets of the Trust Fund as the Advisory Committee shall designate, provided that any firm so appointed shall be and continue qualified to act as such in accordance with ERISA. The Advisory Committee may remove any Investment Manager at any time, and need not specify any cause for such removal.

ARTICLE X.
[RESERVED]

ARTICLE XI.
EXCLUSIVE BENEFIT, AMENDMENT, TERMINATION

11.01 EXCLUSIVE BENEFIT. Except as provided under Article III, the Employer has no beneficial interest in any asset of the Trust and no part of any asset in the Trust may ever revert to or be repaid to an Employer, either directly or indirectly; nor, prior to the satisfaction of all liabilities with respect to the Participants and their Beneficiaries under the Plan, may any part of the corpus or income of the Trust Fund, or any asset of the Trust, be (at any time) used for, or diverted to, purposes other than the exclusive benefit of the Participants or their Beneficiaries.

11.02 AMENDMENT BY EMPLOYER. Kansas City Southern Industries, Inc., by duly adopted resolution of its Board of Directors, or of the Compensation and Organization Committee of its Board of Directors, has the right at any time and from time to time:

(a) To amend this Plan in any manner it deems necessary or advisable in order to qualify (or maintain qualification of) this Plan and the Trust created under it under the appropriate provisions of Code ss.401(a); or

(b) To amend this Plan in any other manner.

No amendment may authorize or permit any of the Trust Fund (other than the part which is required to pay taxes and administration expenses) to be used for or diverted to purposes other than for the exclusive benefit of the Participants or their Beneficiaries or estates. No amendment may cause or permit any portion of the Trust Fund to revert to or become a property of the Employer. No amendment may be made which affects the rights, duties or responsibilities of the Trustee, the Plan Administrator or the Advisory Committee without the written consent of the affected Trustee, the Plan Administrator or the affected member of the Advisory Committee.

CODE SS.411(D)(6) PROTECTED BENEFITS. An amendment (including the adoption of this Plan as a restatement of an existing plan) may not decrease a Participant's Accrued Benefit, except to the extent permitted under Code ss.412(c)(8), and may not reduce or eliminate Code ss.411(d)(6) protected benefits determined immediately prior to the adoption date (or, if later, the effective date) of the amendment. An amendment reduces or eliminates Code ss.411(d)(6) protected benefits if the amendment has the effect of either (1) eliminating or reducing an early retirement benefit or a retirement-type subsidy (as defined in Treasury regulations), or (2) except as provided by Treasury regulations, eliminating an optional form of benefit. The Advisory Committee must disregard an amendment to the extent application of the amendment would fail to satisfy this paragraph. If the Advisory Committee must disregard an amendment because the amendment would violate clause (1) or clause (2), the Advisory Committee must maintain a schedule of the early retirement option or other optional forms of benefit the Plan must continue for the affected Participants.

All amendments must be made in writing. Each amendment must state the date to which it is either retroactively or prospectively effective.

11.03 DISCONTINUANCE. Each Employer has the right, at any time, to suspend or discontinue its contributions under the Plan. The Board of Directors of Kansas City Southern Industries, Inc., or the Compensation and Organization Committee thereof, or any other duly authorized committee thereof, has the right to terminate, at any time, this Plan and the Trust created under it. The Plan will terminate upon the first to occur of the following:

(a) The date terminated by action of the Board of Directors of Kansas City Southern Industries, Inc., or the Compensation and Organization Committee thereof, or any other duly authorized committee thereof; or

(b) The date Kansas City Southern Industries, Inc. is judicially declared bankrupt or insolvent, unless the proceeding authorized continued maintenance of the Plan.

11.04 FULL VESTING ON TERMINATION. Upon either full or partial termination of the Plan, or, if applicable, upon complete discontinuance of profit sharing plan contributions to the Plan, an affected Participant's right to his Accrued Benefit is 100% Nonforfeitable, irrespective of the Nonforfeitable percentage which otherwise would apply under Article V.

11.05 MERGER/DIRECT TRANSFER. The Plan may not be a party to any merger or consolidation with another plan, or to a transfer of assets or liabilities to another plan, unless immediately after the merger, consolidation or transfer, the surviving Plan provides each Participant a benefit equal to or greater than the benefit each Participant would have received had the Plan terminated immediately before the merger or consolidation or transfer. The Advisory Committee possesses the specific authority to enter into merger agreements or direct transfer of assets agreements with the trustees of other retirement plans described in Code ss.401(a), including an elective transfer, and to accept the direct transfer of plan assets, or to transfer plan assets, as a party to any such agreement.

The Advisory Committee may accept a direct transfer of plan assets on behalf of an Employee prior to the date the Employee satisfies the Plan's eligibility conditions. If the Advisory Committee accepts a direct transfer of plan assets, the Advisory Committee must treat the Employee as a Participant for all purposes of the Plan except the Employee is not a Participant for purposes of sharing in Employer contributions or Participant forfeitures under the Plan until he actually becomes a Participant in the Plan.

The Advisory Committee may not consent to, or be a party to a merger, consolidation or transfer of assets with a defined benefit plan, except with respect to an elective transfer. The Trustee will hold, administer and distribute the transferred assets as a part of the Trust Fund and the Trustee must maintain a separate Employer contribution Account for the benefit of the Employee on whose behalf the Advisory Committee accepted the transfer in order to reflect the value of the transferred assets. Unless a transfer of assets to this Plan is an elective transfer, the Plan will preserve all Code ss.411(d)(6) protected benefits with respect to those transferred assets, in the manner described in Section 11.02. A transfer is an elective transfer if: (1) the transfer satisfies the first paragraph of this Section 11.05; (2) the transfer is voluntary, under a fully informed election by the Participant; (3) the Participant has an alternative that retains his Code ss.411(d)(6) protected benefits (including an option to leave his benefit in the transferor plan, if that plan is not terminating); (4) the transfer satisfies the applicable spousal consent requirements of the Code; (5) the transferor plan satisfies the joint and survivor notice requirements of the Code, if the Participant's transferred benefit is subject to those requirements; (6) the Participant has a right to immediate distribution from the transferor plan, in lieu of the elective transfer; (7) the transferred benefit is at least the greater of the single sum distribution provided by the transferor plan payable at that plan's normal retirement age; (8) the Participant has a 100% Nonforfeitable interest in the transferred benefit; and (9) the transfer otherwise satisfies applicable Treasury regulations. An elective transfer may occur between qualified plans of any type.

DISTRIBUTION RESTRICTIONS UNDER CODE SS.401(K). If the Plan receives a direct transfer (by merger or otherwise) of elective contributions (or amounts treated as elective contributions) under a plan with a Code ss.401(k) arrangement, the distribution restrictions of Code ss.ss.401(k)(2) and (10) continue to apply to those transferred elective contributions.

11.06 TERMINATION. Upon termination of the Plan, the distribution provisions of Article VI remain operative, with the following exceptions:

(1) if the present value of the Participant's Nonforfeitable Accrued Benefit does not exceed $5,000, the Advisory Committee will direct the Trustee to distribute the Participant's Nonforfeitable Accrued Benefit to him in lump sum as soon as administratively practicable after the Plan terminates; and

(2) if the present value of the Participant's Nonforfeitable Accrued Benefit exceeds $5,000, the Participant or the Beneficiary, in addition to the distribution events permitted under Article VI, may elect to have the Trustee commence distribution of his Nonforfeitable Accrued Benefit as soon as administratively practicable after the Plan terminates.

To liquidate the Trust, the Advisory Committee will purchase a deferred annuity contract for each Participant which protects the Participant's distribution rights under the Plan, if the Participant's Nonforfeitable Accrued Benefit exceeds $5,000 and the Participant does not elect an immediate distribution pursuant to Paragraph (2). The Trust will continue until the Trustee in accordance with the direction of the Advisory Committee has distributed all of the benefits under the Plan.

On each valuation date, the Advisory Committee will credit any part of a Participant's Accrued Benefit retained in the Trust with its proportionate share of the Trust's income, expenses, gains and losses, both realized and unrealized. Upon termination of the Plan, the amount, if any, in a suspense account under Article III will revert to the Employer, subject to the conditions of the Treasury regulations permitting such a reversion. A resolution or amendment to freeze all future benefit accrual but otherwise to continue maintenance of this Plan, is not a termination for purposes of this Section 11.06.

Special Rule for Deferral Contributions Account. Notwithstanding the provisions of this Section 11.06, the Participant may not receive a distribution of the portion of his Nonforfeitable Accrued Benefit attributable to elective contributions under a Code ss.401(k) arrangement (or to amounts treated under the Code ss.401(k) arrangement as elective contributions) pursuant to the termination of the Plan unless: (a) the Participant otherwise is entitled to a distribution of that portion of his Nonforfeitable Accrued Benefit; or (b) the Plan termination occurs without the establishment of a successor plan. A plan is a successor plan under clause (b) if (i) the plan is a defined contribution plan
(other than an ESOP) maintained by the Employer (or by a related employer); (ii)
at least 2% of the Employees who were eligible under the Plan are or were eligible under the successor plan at any time within the 24-month period ending after the time of termination; and (iii) the successor plan is in existence at the time of the termination of the Plan or within the period ending twelve (12) months after the final distribution of assets of the Plan. A distribution pursuant to clause (b), must be part of a lump sum distribution to the Participant of his Nonforfeitable Accrued Benefit.

ARTICLE XII.
PROVISIONS RELATING TO THE CODE SS.401(K) ARRANGEMENT

12.01 CODE SS.401(K) ARRANGEMENT. The deferral contributions and related Employer contributions described in Section 3.01(A) comprise a Code ss.401(k) arrangement. An Employee who is eligible to participate in the 401(k) arrangement may file a salary reduction agreement with the Advisory Committee. A salary reduction agreement must specify the amount of Compensation or percentage of Compensation the Employee wishes to defer; for which purpose "Compensation" shall be as defined in Section 1.10 but modified to exclude income attributable to the grant or exercise of employee stock options, the vesting of restricted property, and such similar items of extraordinary or non-cash compensation as the Advisory Committee shall prescribe. Any reference in this Section to "Compensation" is a reference to such definition of "Compensation" as so modified.

A salary reduction agreement executed by an eligible Employee shall be effective as of the first day of the calendar quarter specified by the Employee in such agreement; provided, however, that the agreement may not be effective earlier than the following date which occurs last: (i) the execution date of the Employee's salary reduction agreement; (ii) the Employee's Plan Entry Date (or, in the case of a reemployed Employee, his reparticipation date under Article
II); or (iii) the effective date of the Code ss.401(k) arrangement. The salary reduction agreement will apply only to Compensation which is currently available to the Employee after the effective date of the salary reduction agreement.

If the salary reduction agreement specifies the reduction amount as a percentage of Compensation, the percentage may not be less than one percent (1%) of Compensation and shall specify a reduction percentage equal to an increment of one percent (1%). If the salary reduction agreement specifies the reduction amount as a dollar amount of Compensation, the dollar amount must equal an increment of $5. An Employee's deferral contributions for the Plan Year may not exceed ten percent (10%) of his Compensation for the portion of the Plan Year in which the Employee is actually a Participant. Further, each individual deferral contribution may not exceed ten percent (10%) of Compensation for the pay period for which such deferral contribution is calculated. The Advisory Committee may from time to time specify a maximum deferral percentage for Highly Compensated Employees that is less than ten percent (10%). An Employee may modify his salary reduction agreement, either to reduce or to increase the amount of deferral contributions, as of the first day of any calendar quarter. The Employee shall make this modification by filing a new salary reduction agreement with the Advisory Committee. An Employee may revoke a salary reduction agreement as of the first day of any calendar quarter. An Employee who revokes his salary reduction agreement may file a new salary reduction agreement effective as of the first day of the next calendar quarter.

12.02 DEFINITIONS.

(a) "Highly Compensated Employee" means an Eligible Employee who satisfies the definition in Section 1.07 of the Plan.

(b) "Nonhighly Compensated Employee" means an eligible Employee who is not a Highly Compensated Employee.

(c) "Eligible Employee" means, for purposes of the ADP test described in Section 12.04, an Employee who is eligible to make elective deferrals for the Plan Year, irrespective of whether the Employer actually makes deferral contributions on behalf of the Employee. For purposes of the ACP test described in Section 12.05, an "Eligible Employee" means a Participant who is eligible to receive an allocation of Employer matching contributions (or would be eligible if he made the type of contributions necessary to receive an allocation of matching contributions) and a Participant who is eligible to make employee contributions, irrespective of whether he actually makes employee contributions. An Employee continues to be an Eligible Employee during a period the Plan suspends the Employee's right to make elective deferrals or nondeductible contributions following a hardship distribution.

(d) "Highly Compensated Group" means the group of Eligible Employees who are Highly Compensated Employees for the Plan Year.

(e) "Nonhighly Compensated Group" means the group of Eligible Employees who are Nonhighly Compensated Employees for the Plan Year.

(f) "Compensation" means, for purposes of any nondiscrimination test required under this Article XII, Compensation as defined for nondiscrimination purposes in the last paragraph of Section 1.10 of the Plan. Compensation must include Compensation for the entire Plan Year, irrespective of whether the Code ss.401(k) arrangement was in effect for the entire Plan Year or whether the Employee begins, resumes or ceases to be an Eligible Employee during the Plan Year.

(g) "Deferral contributions" means the sum of the deferral contributions the Employer contributes to the Trust on behalf of an Eligible Employee, pursuant to Section 3.01.

(h) "Elective deferrals" are the deferral contributions the Employer contributes to the Trust at the election of an Eligible Employee. If the Codess.401(k) arrangement includes a cash or deferred feature, any portion of a cash or deferred contribution contributed to the Trust because of the Employee's failure to make a cash election is an elective deferral, but any portion of a cash or deferred contribution over which the Employee does not have a cash election is not an elective deferral. Elective deferrals do not include amounts which have become currently available to the Employee prior to the election nor amounts designated as nondeductible employee contributions at the time of deferral or contribution.

(i) "Matching contributions" are contributions made by the Employer on account of elective deferrals under a Code ss.401(k) arrangement or on account of employee contributions. Matching contributions also include Participant forfeitures allocated on account of such elective deferrals or employee contributions.

(j) "Nonelective contributions" are contributions made by the Employer which are not subject to a deferral election by an Employee and which are not matching contributions.

(k) "Qualified matching contributions" are matching contributions which are 100% Nonforfeitable at all times and which are subject to the distribution restrictions described in paragraph (m). For purposes of this definition, matching contributions are not 100% Nonforfeitable at all times if the Employee has a 100% Nonforfeitable interest because of his Years of Service taken into account under a vesting schedule.

(l) "Qualified nonelective contributions" are nonelective contributions which are 100% Nonforfeitable at all times and which are subject to the distribution restrictions described in paragraph (m). For purposes of this definition, nonelective contributions are not 100% Nonforfeitable at all times if the Employee has a 100% Nonforfeitable interest because of his Years of Service taken into account under a vesting schedule. Any nonelective contributions allocated to a Participant's Qualified Nonelective Contributions Account under the Plan automatically satisfy the definition of qualified nonelective contributions.

(m) "Distribution restrictions" means the Employee may not receive a distribution of the specified contributions (nor earnings on those contributions) except in the event of (1) the Participant's death, disability, termination of employment, attainment of age 59 1/2, (2) financial hardship satisfying the requirements of Codess.401(k) and the applicable Treasury regulations, (3) plan termination, without establishment of a successor defined contribution plan (other than an ESOP), (4) a sale of substantially all of the assets (within the meaning of Codess.409(d)(2)) used in a trade or business, but only to an employee who continues employment with the corporation acquiring those assets, or (5) a sale by a corporation of its interest in a subsidiary (within the meaning of Codess.409(d)(3)), but only to an employee who continues employment with the subsidiary. A distribution on account of financial hardship, as described in clause (2), may not include earnings on elective deferrals credited as of a date later than December 31, 1988, and may not include qualified matching contributions and qualified nonelective contributions, nor any earnings on such contributions, irrespective of when credited. A distribution described in clauses (3), (4) or (5), must be a lump sum distribution, as required under Code ss.401(k)(10).

(n) "Employee contributions" are contributions made by a Participant on an after-tax basis, whether voluntary or mandatory, and designated, at the time of contribution, as an employee (or nondeductible) contribution. Elective deferrals and deferral contributions are not employee contributions. Participant nondeductible contributions, made pursuant to
Section 4.01 of the Plan, are employee contributions.

12.03 ANNUAL ELECTIVE DEFERRAL LIMITATION.

ANNUAL ELECTIVE DEFERRAL LIMITATION. An Employee's elective deferrals may not exceed the 402(g) limitation. The 402(g) limitation is the greater of $7,000 or the adjusted amount determined by the Secretary of the Treasury. If the Employer determines the Employee's elective deferrals to the Plan for a calendar year would exceed the 402(g) limitation for the calendar year, the Employer will not make any additional elective deferrals with respect to that Employee for the remainder of that calendar year, paying in cash to the Employee any amounts which would result in the Employee's elective deferrals for the calendar year exceeding the 402(g) limitation. If the Advisory Committee determines an Employee's elective deferrals already contributed to the Plan for a calendar year exceed the 402(g) limitation, the Advisory Committee will distribute the amount in excess of the 402(g) limitation (the "excess deferral"), as adjusted for allocable income, no later than April 15 of the following calendar year. If the Advisory Committee distributes the excess deferral by the appropriate April 15, it may make the distribution irrespective of any other provision under this Plan or under the Code. The Advisory Committee will reduce the amount of excess deferrals for a calendar year distributable to the Employee by the amount of excess contributions (as determined in Section 12.04), if any, previously distributed to the Employee for the Plan Year beginning in that calendar year.

If an Employee participates in another plan under which he makes elective deferrals pursuant to a Code ss.401(k) arrangement, elective deferrals under a Simplified Employee Pension, or salary reduction contributions to a tax-sheltered annuity, irrespective of whether the Employer maintains the other plan, he may provide the Advisory Committee a written claim for excess deferrals made for a calendar year. The Employee must submit the claim no later than the March 1 following the close of the particular calendar year and the claim must specify the amount of the Employee's elective deferrals under this Plan which are excess deferrals. If the Advisory Committee receives a timely claim, it will distribute the excess deferral (as adjusted for allocable income) the Employee has assigned to this Plan, in accordance with the distribution procedure described in the immediately preceding paragraph.

ALLOCABLE INCOME. For purposes of making a distribution of excess deferrals pursuant to this Section 12.03, allocable income means net income or net loss allocable to the excess deferrals for the calendar year in which the Employee made the excess deferral and for the "gap period" measured from the beginning of the next calendar year to the date of the distribution. If the distribution of the excess deferral occurs during the calendar year in which the Employee made the excess deferral, the Advisory Committee will treat as a "gap period" the period from the first day of that calendar year to the date of the distribution. The Advisory Committee will determine allocable income in the same manner as described in Section 12.04 for excess contributions, except the numerator of the allocation fraction will be the amount of the Employee's excess deferrals and the denominator of the allocation fraction will be the Employee's Accrued Benefit attributable to his elective deferrals.

12.04 ACTUAL DEFERRAL PERCENTAGE ("ADP") TEST. For each Plan Year, the Advisory Committee must determine whether the Plan's Code ss.401(k) arrangement satisfies one of the following ADP tests:

(i) The average ADP for the Highly Compensated Group for such Plan Year does not exceed 1.25 times the average ADP of the Nonhighly Compensated Group for the preceding Plan Year; or

(ii) The average ADP for the Highly Compensated Group for such Plan Year does not exceed the average ADP for the Nonhighly Compensated Group for the preceding Plan Year by more than two percentage points (or the lesser percentage permitted by the multiple use limitation in Section 12.06) and the average ADP for the Highly Compensated Group for such Plan Year is not more than twice the average ADP for the Nonhighly Compensated Group for the preceding Plan Year.

If the Advisory Committee so elects, it may apply the limits set forth in paragraphs (i) and (ii) of this Section by using the Average ADP of the Nonhighly Compensated Group for the Plan Year for which the determination is made rather than for the preceding Plan Year; provided that such election may not be changed except as provided by the Secretary of the Treasury.

CALCULATION OF ADP. The average ADP for a group is the average of the separate ADPs calculated for each Eligible Employee who is a member of that group. An Eligible Employee's ADP for a Plan Year is the ratio of the Eligible Employee's deferral contributions for the Plan Year to the Employee's Compensation for the Plan Year. A Nonhighly Compensated Employee's ADP does not include elective deferrals made to this Plan or to any other Plan maintained by the Employer, to the extent such elective deferrals exceed the ss.402(g) limitation described in Section 12.03.

The Advisory Committee may determine (in a manner consistent with Treasury regulations) the ADPs of the Eligible Employees by taking into account qualified nonelective contributions or qualified matching contributions, or both, made to this Plan or to any other qualified Plan maintained by the Employer. The Advisory Committee may not include qualified nonelective contributions in the ADP test unless the allocation of nonelective contributions is nondiscriminatory when the Advisory Committee takes into account all nonelective contributions (including the qualified nonelective contributions) and also when the Advisory Committee takes into account only the nonelective contributions not used in either the ADP test described in this Section 12.04 or the ACP test described in
Section 12.05. The Advisory Committee may not include in the ADP test any qualified nonelective contributions or qualified matching contributions under another qualified plan unless that plan has the same plan year as this Plan. The Advisory Committee must maintain records to demonstrate compliance with the ADP test, including the extent to which the Plan used qualified nonelective contributions or qualified matching contributions to satisfy the test.

SPECIAL AGGREGATION RULE FOR HIGHLY COMPENSATED EMPLOYEES. To determine the ADP of any Highly Compensated Employee, the deferral contributions taken into account must include any elective deferrals made by the Highly Compensated Employee under any other Code ss.401(k) arrangement maintained by the Employer, unless the elective deferrals are to an ESOP. If the plans containing the Code ss.401(k) arrangements have different plan years, the Advisory Committee will determine the combined deferral contributions on the basis of the plan years ending in the same calendar year.

AGGREGATION OF CERTAIN CODE SS.401(K) ARRANGEMENTS. If the Employer treats two plans as a unit for coverage or nondiscrimination purposes, the Employer must combine the Code ss.401(k) arrangements under such plans to determine whether either plan satisfies the ADP test. This aggregation rule applies to the ADP determination for all Eligible Employees, irrespective of whether an Eligible Employee is a Highly Compensated Employee or a Nonhighly Compensated Employee. An aggregation of Code ss.401(k) arrangements under this paragraph does not apply to plans which have different plan years and the Advisory Committee may not aggregate an ESOP (or the ESOP portion of a plan) with a non-ESOP plan (or non-ESOP portion of a plan).

CHARACTERIZATION OF EXCESS CONTRIBUTIONS. If, pursuant to this Section 12.04, the Advisory Committee has elected to include qualified matching contributions in the average ADP, the Advisory Committee will treat excess contributions as attributable proportionately to deferral contributions and to qualified matching contributions allocated on the basis of those deferral contributions. If the total amount of a Highly Compensated Employee's excess contributions for the Plan Year exceeds his deferral contributions or qualified matching contributions for the Plan Years, the Advisory Committee will treat the remaining portion of his excess contributions as attributable to qualified nonelective contributions. The Advisory Committee will reduce the amount of excess contributions for a Plan Year distributable to a Highly Compensated Employee by the amount of excess deferrals (as defined in Section 12.03), if any, previously distributed to that Employee for the Employee's taxable year ending in that Plan Year.

DISTRIBUTION OF EXCESS CONTRIBUTIONS. If the Advisory Committee determines the Plan fails to satisfy the ADP test for a Plan Year, it must distribute the excess contributions, as adjusted for allocable income, during the next Plan Year. However, the Employer will incur an excise tax equal to 10% of the amount of excess contributions for a Plan Year not distributed to the appropriate Highly Compensated Employees during the first 2 1/2 months of that next Plan Year. The excess contributions are the amount of deferral contributions made by the Highly Compensated Employees which causes the Plan to fail to satisfy the ADP test. The Advisory Committee will distribute to each Highly Compensated Employee his respective share of the excess contributions. The Advisory Committee will determine the respective shares of excess contributions as follows:

STEP 1: The Advisory Committee shall first determine the dollar amount of the reductions which would have to be made to the elective deferrals of each Highly Compensated Employee who is a Participant for the Plan Year in order for the average ADP of the Highly Compensated Group for the Plan Year to satisfy Section 401(k)(3) of the Code. Such amount shall be calculated by first determining the dollar amount by which the deferred contributions of Highly Compensated Employees who have the highest ADPs would have to be reduced until the first to occur of: (i) such Employees' ADPs would equal the ADPs of the Highly Compensated Employee or group of Highly Compensated Employees with the next highest ADPs; or (ii) the average ADP of the Highly Compensated Group, as recalculated after the reductions made under this Step 1, satisfies the requirements of Section 401(k)(3) of the Code and this Section.

Then, unless the recalculated average ADP of the Highly Compensated Group satisfies Section 401(k)(3) of the Code, the reduction process shall be repeated by determining the amount of reductions which would have to be made to the elective deferrals of the Highly Compensated Employees who, after all prior reductions, would have the highest ADP until the first to occur of: (iii) the ADP, after all prior reductions under this Step 1, of each person in such group would equal the ADP of the Highly Compensated Employee or group of Highly Compensated Employees with the next highest ADP; or (iv) the average ADP of the Highly Compensated Group, after the prior reductions, satisfies the requirements of Code Section 401(k)(3) and this Section. This process is repeated until the average ADP of the Highly Compensated Group, after all reductions, satisfies the requirements of Code
Section 401(k)(3) and this Section.

STEP 2: Determine the total dollar amount of reductions to the elective deferrals calculated under Step 1 ("TOTAL EXCESS DEFERRALS").

STEP 3: Reduce the elective deferrals of the Highly Compensated Employees with the highest dollar amount of elective deferrals by the lesser of the dollar amount which either (i) causes each such Highly Compensated Employee's elective deferrals to equal the dollar amount of the elective deferrals of the Highly Compensated Employee or group of Highly Compensated Employees with the next highest dollar amount of elective deferrals; or (ii) reduces the Highly Compensated Employees' elective deferrals by the Total Excess Deferrals.

Then, unless the total amount of reductions made to Highly Compensated Employees' elective deferrals under this Step 3 equals the amount of the Total Excess Deferrals, the reduction process shall be repeated by reducing the elective deferrals of the group of Highly Compensated Employees with the highest dollar amount of elective deferrals, after the prior reductions made in this Step 3, by the lesser of the amount which either: (iii) causes such Highly Compensated Employees' elective deferrals after prior reductions made in this Step 3 to equal the dollar amount of the elective deferrals of the Highly Compensated Employees with the next highest dollar amount of elective deferrals; or (iv) causes total reductions to equal the Total Excess Deferrals. This process is repeated with each successive group of Highly Compensated Employees with the highest dollar amount, after the prior reductions, of elective deferrals until the total reductions made under this Step 3 equal the Total Excess Deferrals.

A Participant's elective deferrals required to be reduced under this
Section shall be reduced in the following order: the Participant's unmatched elective deferrals will be reduced first, and then, if necessary, matched elective deferrals. Matching contributions made with respect to elective deferrals so reduced (other than qualified matching contributions treated as elective deferrals for purposes of this Section) shall be forfeited.

ALLOCABLE INCOME. To determine the amount of the corrective distribution required under this Section 12.04, the Advisory Committee must calculate the allocable income for the Plan Year in which the excess contributions arose and for the "gap period" measured from the beginning of the next Plan Year to the date of the distribution. "Allocable income" means net income or net loss. To calculate allocable income for the Plan Year, the Advisory Committee: (1) first will determine the net income or net loss for the Plan Year on the Highly Compensated Employee's Accrued Benefit attributable to deferral contributions; and (2) then will multiply this net income or net loss by the following fraction:

The Accrued Benefit attributable to deferral contributions includes the Accrued Benefit attributable to qualified matching contributions and qualified nonelective contributions taken into account in the ADP test for the Plan Year or for any prior Plan Year. For purposes of the denominator of the fraction, the Advisory Committee will calculate the Accrued Benefit attributable to deferral contributions as of the last day of the Plan Year (without regard to the net income or net loss for the Plan Year on that Accrued Benefit).

To calculate allocable income for the "gap period," the Advisory Committee will perform the same calculation as described in the preceding paragraph, except in clause (1) the Advisory Committee will determine, as of the last day of the month preceding the date of distribution, the net income or net loss for the "gap period" and in clause (2) will calculate the Accrued Benefit attributable to deferral contributions as of the day before the distribution. If the Plan does not perform a valuation on the last day of the month preceding the date of distribution, the Advisory Committee, in lieu of the calculation described in this paragraph, will calculate allocable income for each month in the "gap period" as equal to 10% of the allocable income for the Plan Year. Under this alternate calculation, the Advisory Committee will disregard the month in which the distribution occurs, if the Plan makes the distribution no later than the 15th day of that month.

12.05 NONDISCRIMINATION RULES FOR EMPLOYER MATCHING CONTRIBUTIONS/EMPLOYEE CONTRIBUTIONS. The Advisory Committee must determine whether the annual Employer matching contributions (other than qualified matching contributions used in the ADP test), if any, and the Employee contributions, if any, satisfy one of the following average contribution percentage ("ACP") test:

(i) The ACP for the Highly Compensated Group for such Plan Year does not exceed 1.25 times the ACP of the Nonhighly Compensated Group for the prior Plan Year; or

(ii) The ACP for the High Compensated Group for such Plan Year does not exceed the ACP for the Nonhighly Compensated Group for the prior Plan Year by more than two percentage points (or the lesser percentage permitted by the multiple use limitation in Section 12.06) and the ACP for the Highly Compensated Group for such Plan Year is not more than twice the ACP for the Nonhighly Compensated Group for the prior Plan Year.

If the Advisory Committee so elects, it may apply the limits set forth in paragraphs (i) and (ii) of this Section by using the Average ACP of the Nonhighly Compensated Group for the Plan Year for which the determination is made rather than for the preceding Plan Year; provided that such election may not be changed except as provided by the Secretary of the Treasury.

(A) CALCULATION OF ACP. The average contribution percentage for a group is the average of the separate contribution percentages calculated for each Eligible Employee who is a member of that group. An Eligible Employee's contribution percentage for a Plan Year is the ratio of the Eligible Employee's aggregate contributions for the Plan Year to the Employee's Compensation for the Plan Year. "Aggregate contributions" are matching contributions (other than qualified matching contributions used in the ADP test) and employee contributions.

The Advisory Committee, in a manner consistent with Treasury regulations, may determine the contribution percentages of the Eligible Employees by taking into account qualified nonelective contributions (other than qualified nonelective contributions used in the ADP test under Section 12.04) or elective deferrals, or both, made to this Plan or to any other qualified Plan maintained by the Employer. The Advisory Committee may not include qualified nonelective contributions in the ACP test unless the allocation of nonelective contributions is nondiscriminatory when the Advisory Committee takes into account all nonelective contributions (including the qualified nonelective contributions) and also when the Advisory Committee takes into account only the nonelective contributions not used in either the ADP test described in Section 12.04 or the ACP test described in Section 12.05 The Advisory Committee may not include elective deferrals in the ACP test, unless the Plan which includes the elective deferrals satisfies the ADP test both with and without the elective deferrals included in this ACP test. For Plan Years beginning after December 31, 1989, the Advisory Committee may not include in the ACP test any qualified nonelective contributions or elective deferrals under another qualified plan unless that plan has the same plan year as this Plan. The Advisory Committee must maintain records to demonstrate compliance with the ACP Test, including the extent to which the Plan used qualified nonelective contributions or elective deferrals to satisfy the test.

(B) SPECIAL AGGREGATION RULE FOR HIGHLY COMPENSATED EMPLOYEES. To determine the contribution percentage of any Highly Compensated Employee, the aggregate contributions taken into account must include any matching contributions (other than qualified matching contributions used in the ADP test) and any employee contributions made on his behalf to any other plan maintained by the Employer, unless the other plan is an ESOP. If the plans have different plan years, the Advisory Committee will determine the combined aggregate contributions on the basis of the plan years ending in the same calendar year.

(C) AGGREGATION OF CERTAIN PLANS. If the Employer treats two plans a unit for coverage or nondiscrimination purposes, the Employer must combine the plans to determine whether either plan satisfies the ACP test. This aggregation rule applies to the contribution percentage determination for all Eligible Employees, irrespective of whether an Eligible Employee is a Highly Compensated Employee or a Nonhighly Compensated Employee. For Plan Years beginning after December 31, 1989, an aggregation of plans under this paragraph does not apply to plans which have different plan years and the Advisory Committee may not aggregate an ESOP (or the ESOP portion of a plan) with a non-ESOP plan (or non-ESOP portion of plan).

(D) DISTRIBUTION OF EXCESS AGGREGATE CONTRIBUTIONS. The Advisory Committee will determine excess aggregate contributions after determining excess deferrals under Section 12.03 and excess contributions under Section 12.04. If the Advisory Committee determines the Plan fails to satisfy the ACP test for a Plan Year, it must distribute the excess aggregate contributions, as adjusted for allocable income, during the next Plan Year. However, the Employer will incur an excise tax equal to 10% of the amount of excess aggregate contributions for a Plan Year not distributed to the appropriate Highly Compensated Employees during the first 2 1/2 months of that next Plan Year. The excess aggregate contributions are the amount of aggregate contributions made by the Highly Compensated Employees which causes the Plan to fail to satisfy the ACP test. The Advisory Committee will distribute to each Highly Compensated Employee his respective share of the excess aggregate contributions. The Advisory Committee will determine the respective shares of excess aggregate contributions as follows:

STEP 1: The Advisory Committee shall first determine the dollar amount of the reductions which would have to be made to the aggregate contributions of each Highly Compensated Employee who is a Participant for the Plan Year in order for the average ACP of the Highly Compensated Group for the Plan Year to satisfy Section 401(m) of the Code. Such amount shall be calculated by first determining the dollar amount by which the aggregate contributions of Highly Compensated Employees who have the highest ACPs would have to be reduced until the first to occur of: (i) such Employees' ACPs would equal the ACPs of the Highly Compensated Employee or group of Highly Compensated Employees with the next highest ACPs; or (ii) the average ACP of the Highly Compensated Group, as recalculated after the reductions made under this Step 1, satisfies the requirements of Section 401(m) of the Code and this Section.

Then, unless the recalculated average ACP of the Highly Compensated Group satisfies Section 401(m) of the Code, the reduction process shall be repeated by determining the amount of reductions which would have to be made to the aggregate contributions of the Highly Compensated Employees who, after all prior reductions, would have the highest ACP until the first to occur of: (iii) the ACP, after all prior reductions under this Step 1, of each person in such group would equal the ACP of the Highly Compensated Employee or group of Highly Compensated Employees with the next highest ACP; or (iv) the average ACP of the Highly Compensated Group, after the prior reductions, satisfies the requirements of Code Section 401(m) and this Section. This process is repeated until the average ACP of the Highly Compensated Group, after all reductions, satisfies the requirements of Code
Section 401(m) and this Section.

STEP 2: Determine the total dollar amount of reductions to the aggregate contributions calculated under Step 1 ("TOTAL EXCESS CONTRIBUTIONS").

STEP 3: Reduce the aggregate contributions of the Highly Compensated Employees with the highest dollar amount of aggregate contributions by the lesser of the dollar amount which either (i) causes each such Highly Compensated Employee's aggregate contributions to equal the dollar amount of the aggregate contributions of the Highly Compensated Employee or group of Highly Compensated Employees with the next highest dollar amount of aggregate contributions; or (ii) reduces the Highly Compensated Employees' aggregate contributions by the Total Excess Contributions.

Then, unless the total amount of reductions made to Highly Compensated Employees' aggregate contributions under this Step 3 equals the amount of the Total Excess Contributions, the reduction process shall be repeated by reducing the aggregate contributions of the group of Highly Compensated Employees with the highest dollar amount of aggregate contributions, after the prior reductions made in this Step 3, by the lesser of the amount which either: (iii) causes such Highly Compensated Employees' aggregate contributions after prior reductions made in this Step 3 to equal the dollar amount of the aggregate contributions of the Highly Compensated Employees with the next highest dollar amount of aggregate contributions; or (iv) causes total reductions to equal the Total Excess Deferrals. This process is repeated with each successive group of Highly Compensated Employees with the highest dollar amount, after the prior reductions, of aggregate contributions until the total reductions made under this Step 3 equal the Total Excess Contributions.

(E) ALLOCABLE INCOME. To determine the amount of the corrective distribution required under this Section 12.05, the Advisory Committee must calculate the allocable income for the Plan Year in which the excess aggregate contributions arose. "Allocable income" means net income or net loss. The Advisory Committee will determine allocable income in the same manner as described in Senior 12.04(F) for excess contributions.

(F) CHARACTERIZATION OF EXCESS AGGREGATE CONTRIBUTIONS. The Advisory Committee will treat a Highly Compensated Employee's allocable share of excess aggregate contributions in the following priority: (1) first as attributable to his employee contributions which are voluntary contributions, it any; (2) then as matching contributions allocable with respect to excess contributions determined under the ADP test; (3) then on a pro rata basis to matching contributions and to the deferral contributions relating to those matching contributions which the Advisory Committee has included in the ACP test; (4) then on a pro rata basis to employee contributions which are mandatory contributions; and (5) last to qualified nonelective contributions used in the ACP test. To the extent the Highly Compensated Employee's excess aggregate contributions are attributable to matching contributions and he is not 100% vested in his Accrued Benefit attributable to matching contributions, the Advisory Committee will distribute only the vested portion and forfeit the nonvested portion. The vested portion of the Highly Compensated Employee's excess aggregate contributions attributable to Employer matching contributions is the total amount of such excess aggregate contributions (as adjusted for allocable income) multiplied by his vested percentage (determined as of the last day of the Plan Year for which the Employer made the matching contribution). The Plan will allocate forfeited excess aggregate contributions to reduce Employer matching contributions for the Plan Year in which the forfeiture occurs.

12.06 MULTIPLE USE LIMITATION. If at least one Highly Compensated Employee is includible in the ADP test and in the ACP test, the sum of the Highly Compensated Group's ADP and ACP may not exceed the multiple use limitation.

The multiple use limitation for a Plan Year is the sum of (i) and (ii):

(i) 125% of the greater of (a) the ADP of the Nonhighly Compensated Group for the prior Plan Year under the Code ss.401(k) arrangement; or (b) the ACP of the Nonhighly Compensated Group for the prior Plan Year.

(ii) 2% plus the lesser of (i)(a) or (i)(b), but not more than twice the lesser of (i)(a) or (i)(b).

The Advisory Committee, in lieu of determining the multiple use limitation as the sum (i) and (ii), may elect to determine the multiple use limitation as the sum of (iii) and (iv):

(iii) 125% of the lesser of: (a) the ADP of the Nonhighly Compensated Group under the Code ss.401(k) arrangement for the prior Plan Year; or (b) the ACP of the Nonhighly Compensated Group for the prior Plan Year.

(iv) 2% plus the greater of (iii)(a) or (iii)(b), but no more than twice the greater of (iii)(a) or (iii)(b).

If the Advisory Committee so elects, it may apply the limits set forth in paragraphs (i) and (ii) or (iii) and (iv) of this Section by using the Average ADP and ACP of the Nonhighly Compensated Group for the Plan Year for which the determination is made rather than for the preceding Plan Year; provided that such election may not be changed except as provided by the Secretary of the Treasury.

This Section 12.06 does not apply unless, prior to application of the multiple use limitation, the ADP and ACP of the Highly Compensated Group for the current Plan Year each exceeds 125% of the respective percentages for the Nonhighly Compensated Group for the prior Plan Year (or, if the Advisory Committee has made the election described in the previous paragraph, the current Plan Year).

The Advisory Committee will determine whether the Plan satisfies the multiple use limitation after applying the ADP test under Section 12.04 and the ACP test under Section 12.05 and after making any corrective distributions required by those Sections. If, after applying this Section 12.06, the Advisory Committee determines the Plan has failed to satisfy the multiple use limitation, the Advisory Committee will correct the failure by treating the excess amount as excess aggregate contributions under Section 12.05.

ARTICLE XIII.
MISCELLANEOUS

13.01 EVIDENCE. Anyone required to give evidence under the terms of the Plan may do so by certificate, affidavit, document or other information which the person to act in reliance may consider pertinent, reliable and genuine, and to have been signed, made or presented by the proper party or parties. Both the Advisory Committee and the Trustee are fully protected in acting and relying upon any evidence described under the immediately preceding sentence.

13.02 NO RESPONSIBILITY FOR EMPLOYER ACTION. Neither the Trustee nor the Advisory Committee has any obligation or responsibility with respect to any action required by the Plan to be taken by the Employer, any Participant or eligible Employee, or for the failure of any of the above persons to act or make any payment or contribution, or to otherwise provide any benefit contemplated under this Plan. Furthermore, the Plan does not require the Trustee or the Advisory Committee to collect any contribution required under the Plan, or to determine the correctness of the amount of any Employer contribution. Neither the Trustee nor the Advisory Committee need inquire into or be responsible for any action or failure to act on the part of the others. Any action required of Kansas City Southern Industries, Inc. must be by its Board of Directors, the Compensation and Organization Committee of such Board, or the designees of such Board or Committee. Any action required of any other corporate Employer must be by its Board of Directors or its designees.

13.03 FIDUCIARIES NOT INSURERS. The Trustee, the Advisory Committee, the Plan Administrator and the Employer in no way guarantee the Trust Fund from loss or depreciation. The Employer does not guarantee the payment of any money which may be or becomes due to any person from the Trust Fund. The liability of the Advisory Committee and the Trustee to make any payment from the Trust Fund at any time and all times is limited to the then available assets of the Trust.

13.04 WAIVER OF NOTICE. Any person entitled to notice under the Plan may waive the notice.

13.05 SUCCESSORS. The Plan is binding upon all persons entitled to benefits under the Plan, their respective heirs and legal representatives, upon the Employer, its successors and assigns, and upon the Trustee and the Advisory Committee and their successors.

13.06 WORD USAGE. Words used in the masculine also apply to the feminine where applicable, and wherever the context of the Plan dictates, the plural includes the singular and the singular includes the plural.

13.07 STATE LAW. Missouri law will determine all questions arising with respect to the provisions of this Plan except to the extent Federal law supersedes Missouri law.

13.08 EMPLOYMENT NOT GUARANTEED. Nothing contained in this Plan, or with respect to the establishment of the Trust, or any modification or amendment to the Plan or Trust, or in the creation of any Account, or the payment of any benefit, gives any Employee, Employee-Participant or any Beneficiary any right to continue employment, any legal or equitable right against the Employer, or Employee of the Employer, or against the Trustee, or its agents or employees, or against the Plan Administrator, except as expressly provided by the Plan, the Trust, ERISA or by a separate agreement.

ARTICLE XIV.
[RESERVED]

ARTICLE XV.
PARTICIPANT'S ACCOUNTS AND THEIR INVESTMENT

15.01 INDIVIDUAL ACCOUNTS. The Advisory Committee shall maintain, or direct the Trustee to maintain, a separate Account, or multiple Accounts, in the name of each Participant to reflect the Participant's Accrued Benefit under the Plan. Such Accounts shall include, but not be limited to, a Deferral Contributions Account, a Qualified Nonelective Contributions Account, a Regular Matching Contributions Account, a Qualified Matching Contributions Account, and a Profit Sharing Contributions Account. Furthermore, if a Participant reenters the Plan subsequent to his having a Forfeiture Break in Service, the Advisory Committee, or the Trustee, shall maintain a separate Account for the Participant's pre-Forfeiture Break in Service Accrued Benefit and a separate Account for his post-Forfeiture Break in Service Accrued Benefit unless the Participant's entire Accrued Benefit under the Plan is one hundred percent (100%) Nonforfeitable. The Advisory Committee will make its allocations, or request the Trustee to make its allocations, to the Accounts of the Participants in accordance with the provisions of Section 15.05. The Advisory Committee may direct the Trustee to maintain a temporary segregated investment Account in the name of a Participant to prevent a distortion of income, gain or loss allocations under Section 15.05. The Advisory Committee shall maintain records of its activities.

A Participant's Accrued Benefit shall be segregated for separate investment when and as so expressly provided under the Plan. Except where the Plan expressly provides for such segregation, Participants' Accrued Benefits shall be invested collectively.

15.02 INVESTMENT OF ACCOUNTS. Each Participant's Accounts shall be invested, in accordance with the individual election of the Participant, in one or more investment vehicles designated by the Advisory Committee, including designated pooled investment funds. Effective as of January 1, 2001, such investment vehicles shall include an employer stock fund consisting of shares of common stock of KCSI.

15.03 PARTICIPANT ACCOUNTS - INVESTMENT PERCENTAGES. The Advisory Committee from time to time shall establish procedures by which each Participant may specify the percentage of his Accounts, and the percentage of future contributions to be made on his behalf, to be invested in each of the available investment vehicles for Accounts. The investment percentage for each investment vehicle selected by the Participant must be a multiple of 1%. The Participant's investment direction shall remain in effect unless and until the Participant replaces the direction in accordance with the established procedures. Contributions and Accounts with respect to which no affirmative Participant investment direction has been made shall be invested in an investment vehicle selected by the Advisory Committee and having as its primary objective the generation of a high level of current income consistent with the preservation of capital and a high degree of liquidity. The Trustee shall be responsible for carrying out Participant investment direction.

15.04 VALUATION OF PARTICIPANTS' ACCRUED BENEFITS. The value of each Participant's Accrued Benefit shall consist of the value of such Participant's Account(s), including any segregated account hereunder. For purposes of a distribution under the Plan, the value of a Participant's Accrued Benefit shall be its value as of the valuation date immediately preceding the date of the distribution.

15.05 ALLOCATION AND DISTRIBUTION OF NET INCOME GAIN OR LOSS. A "valuation date" under this Plan is the last day of each calendar month and each interim valuation date determined under the Trust. As of each valuation date the Advisory Committee must adjust Accounts to reflect net income, gain or loss since the last valuation date. The valuation period is the period beginning the day after the last valuation date and ending on the current valuation date.

TRUST FUND ACCOUNTS. The allocation provisions of this paragraph apply to all Participant's Accounts other than segregated investment Accounts. The Advisory Committee first will adjust the Participant Accounts, as those Accounts stood at the beginning of the current valuation period, by reducing the Accounts for any forfeitures arising under Section 5.09 or under Section 9.12, for amounts charged during the valuation period to the Accounts in accordance with
Section 9.11 (relating to distributions) and for the amount of any Account which the Trustee has fully distributed since the immediately preceding valuation date. The Advisory Committee then, subject to the restoration allocation requirements of Section 5.04 or of Section 9.12, will allocate the net income, gain or loss for the current valuation period for each of the Plan's investment vehicles (as specified by the Advisory Committee pursuant to Section 15.02) pro rata to the Participants having accounts in each respective investment vehicle as the accounts stood at the beginning of the valuation period. Separate allocations and adjustments shall be made with respect to each investment vehicle. For each investment vehicle the allocable net income, gain or loss is the net income (or net loss), including the increase or decrease in the fair market value of assets, since the last valuation date.

SEGREGATED INVESTMENT ACCOUNTS. A segregated investment Account receives all income it earns and bears all expenses or loss it incurs. As of the valuation date, the Advisory Committee must reduce a segregated Account for any forfeiture arising under Section 5.09 after the Advisory Committee has made all other allocations, changes or adjustments to the Account for the Plan Year.

ADDITIONAL RULES. An Excess Amount or suspense account described in Part 2 of Article III does not share in the allocation of net income, gain or loss described in this Section 15.05. This Section 15.05 applies solely to the allocation of net income, gain or loss of the Trust. The Advisory Committee will allocate the Employer contributions and Participant forfeitures, if any, in accordance with Article III.

15.06 PARTICIPANT VOTING RIGHTS - EMPLOYER STOCK. Each Participant (or the Beneficiary thereof) acting as a named fiduciary shall have the right to direct the Trustee as to the manner in which (a) to vote any shares of stock of KCSI allocated to his Accounts as of the applicable record date of any shareholder meeting in any matter put to a shareholder vote; and (b) to respond to a tender offer, exchange offer or any other offer to purchase shares of KCSI stock allocated to the Participant's Accounts.

Before any meeting in which a shareholder vote is to be taken, the Employer will deliver to the Trustee or its designee such quantities of proxy soliciting materials as are necessary to solicit voting instructions from the Participants. The Trustee or its designee will mail the proxy solicitation materials (and any additional material made available to other shareholders or otherwise deemed appropriate by the Trustee) to the Participants within a reasonable time before the meeting. A reasonable deadline for the return of such materials may be specified.

Shares will be voted as instructed by the Participants on each matter brought before the meeting. Such participants are appointed as named fiduciaries to direct the Trustee as to the voting of shares allocated to the accounts of Participants who have not timely instructed the Trustee how to vote them and any unallocated shares. Such shares will be voted in the same proportions as the shares for which the Trustee has received timely instructions. The Trustee may submit to the Employer one summary proxy for the aggregate number of shares.

With regard to any tender offer, exchange offer or any other offer to purchase shares of KCSI stock, the Trustee or its designee will solicit such instructions from Participants by distributing to each Participant such information as is distributed to shareholders of the Employer, generally in connection with any such offer, and any additional information the trustee deems appropriate in order for each Participant to give instructions. A reasonable deadline for the return of such materials may be specified.

Shares will, in response to a tender offer, exchange offer or other offer to purchase, be tendered, exchanged or sold as instructed by the Participants. Fractional shares will be aggregated for purposes of tendering, exchanging or selling shares, to the extent possible, to reflect the instructions of the Participants. Such participants are appointed as named fiduciaries to direct the Trustee as to the tender, exchange or sale of shares allocated to an Account of a Participant who has not timely instructed the Trustee how to respond to such offer and any unallocated shares. Such shares will be tendered, exchanged or sold in the same proportion as shares for which the Trustee has received timely instructions.

For purposes of receiving, tabulating and transmitting instructions, the Trustee will establish a procedure to insure that instructions received from individual Participants regarding voting or responding to a tender offer, exchange offer, or any other offer are held in confidence, and are not divulged, released or otherwise utilized in a manner that, in the Trustee's reasonable judgment, might influence the Participant's free exercise of the rights set forth in this Section 15.06.

ARTICLE XVI.
PROVISIONS EFFECTIVE UPON CHANGE IN CONTROL OF KCSI

16.01 DEFINITIONS OF "CHANGE IN CONTROL OF KCSI". For purposes of this Plan, a "Change in Control of KCSI" shall be deemed to have occurred if:

(a) for any reason at any time less than seventy-five percent (75%) of the members of the Board of Directors of Kansas City Southern Industries, Inc., a Delaware corporation ("KCSI"), shall be individuals who fall into any of the following categories: (A) individuals who were members of such Board on September 1, 1995; (B) individuals whose election, or nomination for election by KCSI's stockholders, was approved by a vote of at least seventy-five percent (75%) of the members of the Board then still in office who were members of such Board on September 1, 1995; or (C) individuals whose election, or nomination for election, by KCSI's stockholders, was approved by a vote of at least seventy-five percent (75%) of the members of the Board then still in office who were elected in the manner described in (A) or (B) above, or

(b) any "person" (as such term is used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934 (the "Exchange Act")) shall have become after September 1, 1995, according to a public announcement or filing, without the prior approval of the Board of Directors of KCSI, the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of KCSI representing forty percent (40%) or more (calculated in accordance with Rule 13d-3) of the combined voting power of KCSI's, then outstanding voting securities (such "person" hereinafter referred to as a "Major Stockholder of KCSI"); or

(c) the stockholders of KCSI shall have approved a merger, consolidation or dissolution of KCSI or a sale, lease, exchange or disposition of all or substantially all of KCSI's assets, or a Major Stockholder of KCSI shall have proposed any such transaction, unless such merger, consolidation, dissolution, sale, lease, exchange or disposition shall have been approved by at least seventy-five percent (75%) of the members of the Board of Directors of KCSI who are individuals falling into any combination of the following categories: (i) individuals who were members of such Board of Directors on September 1, 1995, (ii) individuals whose election, or nomination for election by KCSI's stockholders, was approved by at least seventy-five percent (75%) of the members of the Board of Directors then still in office who are members of the Board of Directors on September 1, 1995, or (iii) individuals whose election or nomination for election by KCSI's stockholders was approved by a vote of at least seventy-five percent (75%) of the members of the Board then still in office who were elected in the manner described in (i) or (ii) above.

16.02 PROVISIONS EFFECTIVE UPON CHANGE IN CONTROL. Upon a Change in Control of KCSI as defined in Section 16.01, notwithstanding what is otherwise provided in this Plan, the following provisions will supersede the indicated sections and otherwise govern the operation of the Plan from that point forward:

(a) "Section 5.03, Vesting Schedule" shall provide as follows:

5.03 VESTING SCHEDULE. A Participant's Accrued Benefit derived from Employer contributions shall be one hundred percent (100%) Nonforfeitable at all times.

(b) A new section numbered "8.10" and entitled "Participant Direction of Investment" shall be added to provide as follows:

8.10 PARTICIPANT DIRECTION OF INVESTMENT. A Participant shall have the right to direct the Trustee with respect to the investment of reinvestment of the assets comprising the Participant's individual Account only if the Trustee consents in writing to permit such direction. If the Trustee does consent to Participant direction of investment, the Trustee and each Participant shall execute a letter agreement as a part of this Plan containing such conditions, limitations and other provisions they deem appropriate before the Trustee shall follow any Participant direction as respects the investment or reinvestment of any part of the Participant's individual Account. The Trustee shall not be liable for any loss, or by reason of any breach, resulting from a Participant's direction of the investment of any part of his individual Account.

(c) Except for the right to amend the Plan pursuant to Section 11.02(a), the Employer shall not exercise its right to amend pursuant to Section 11.02(b), discontinue or terminate pursuant to Section 11.03, or transfer assets of or merge, pursuant to Section 11.05, the Plan without the prior written consent to such aforesaid action by seventy-five percent (75%) of the Participants on a per capita basis.

16.03 RIGHT TO AMEND ARTICLE XVI PRIOR TO CHANGE IN CONTROL OF KCSI. The Board of Directors of KCSI, or any duly authorized committee thereof, reserves the right to amend or eliminate this Article XVI prior to the date of a Change in Control of KCSI.

ARTICLE XVII.
PROVISIONS APPLICABLE TO ACCOUNTS
TRANSFERRED FROM FORMER MIDSOUTH PLAN

17.01 MIDSOUTH ACCOUNTS. The Advisory Committee shall maintain, in order to reflect each Participant's Accrued Benefit under the Plan derived from contributions to the MidSouth Rail Corporation Thrift and Savings Plan ("Former MidSouth Plan"), a separate MidSouth Deferral Contributions Account, a separate MidSouth Other Contributions Account and a separate MidSouth Participant Contributions Account ("MidSouth Accounts") for each Participant ("MidSouth Participant") in the Former MidSouth Plan who had an account under the Former MidSouth Plan which was transferred to the Former Plan and thereafter transferred to this Plan, except that a MidSouth Participant's Contribution Account shall be maintained only for a MidSouth Participant who had such an account under the Former MidSouth Plan. The MidSouth Deferral Contributions Account shall reflect a Participant's Accrued Benefit derived from his deferral contributions to the MidSouth Plan, the MidSouth Participant Contributions Account shall reflect a Participant's Accrued Benefit derived from his participant contributions to the Former MidSouth Plan, and the MidSouth Other Contributions Account shall reflect a Participant's Accrued Benefit derived from all other contributions to the Former MidSouth Plan on his behalf. The provisions of this Article XVII shall govern the separate MidSouth Accounts, and with respect to such Accounts, the provisions of this Article XVII shall supersede any other provisions in the Plan to the contrary. Except as provided under this Article XVII, the Trustee shall hold, administer and distribute the MidSouth Accounts in the same manner under the Plan as the similar Account derived from contributions to this Plan.

The provisions of this Article XVII shall not apply to any Accounts other than the MidSouth Accounts.

A MidSouth Participant's Accrued Benefit is, at all times, one hundred percent (100%) Nonforfeitable to the extent the value of his Accrued Benefit is derived from the transfer to the Trust of his Account(s) in the Former MidSouth Plan.

17.02 MIDSOUTH PARTICIPANT CONTRIBUTION ACCOUNTS. The Advisory Committee must maintain a separate MidSouth Participant Contributions Account for each MidSouth Participant who had a Participant Contributions Account under the Former MidSouth Plan to reflect the MidSouth Participant's Accrued Benefit under the Plan derived from his participant contributions to the Former MidSouth Plan. A MidSouth Participant's Accrued Benefit derived from his Participant contributions as of any applicable date is the balance of his separate MidSouth Participant Contribution Account(s).

A MidSouth Participant, by giving prior written notice to the Trustee, may withdraw all or any part of his MidSouth Participant Contributions Account described in this Section 17.02. A distribution of Participant contributions must comply with the joint and survivor annuity requirements described in this Article XVII, if those requirements apply to the MidSouth Participant. The Trustee, in accordance with the direction of the Advisory Committee, will distribute a Participant's unwithdrawn MidSouth Participant Contributions Account in accordance with the provisions of this Article XVII applicable to the distribution of the MidSouth Participant's Nonforfeitable Accrued Benefit derived from his MidSouth Accounts.

17.03 METHOD OF PAYMENT OF ACCRUED BENEFIT. Subject to the annuity distribution requirements, if any, prescribed by Section 17.06, and any restrictions prescribed by Section 17.05, a MidSouth Participant or beneficiary of a MidSouth Participant ("MidSouth Beneficiary") may elect distribution of his MidSouth Accounts under one, or any combination, of the following methods:

(a) by payment in a lump sum;

(b) by payment in the form of a qualified joint and survivor annuity, as defined in Section 17.06(A). If, as of the annuity starting date, the MidSouth Participant is married, the MidSouth Participant may elect to receive a smaller annuity benefit, having an actuarial value equivalent to the actuarial value of the qualified joint and survivor annuity, with continuation of payments to the surviving spouse at a rate of seventy-five (75%) or one hundred percent (100%) of the rate payable to the MidSouth Participant during his lifetime.

The distribution options permitted under this Section 17.03 are available only if the present value of the MidSouth Participant's entire Nonforfeitable Accrued Benefit under the Plan, at the time of the distribution to the MidSouth Participant, exceeds $5,000.

The provisions of Section 6.02(A) shall apply in determining the minimum distribution requirements under Code ss.401(a)(9) for MidSouth Participants, and the provisions of Section 6.02(B) shall apply in determining the minimum distribution requirements under Code ss.401(a)(9) for MidSouth Beneficiaries.

17.04 TIME OF PAYMENT AND ACCRUED BENEFIT. Unless, pursuant to Section 6.03 or 17.05, the MidSouth Participant or the MidSouth Beneficiary elects in writing a different time or method of payment, the Advisory Committee will direct the Trustee to commence distribution of a MidSouth Participant's Nonforfeitable Accrued Benefit derived from his MidSouth Accounts in accordance with this
Section 17.04. A MidSouth Participant must consent, in writing, to any distribution required under this Section 17.04 if the present value of the MidSouth Participant's Nonforfeitable Accrued Benefit, at the time of the distribution to the MidSouth Participant, exceeds $5,000 and the MidSouth Participant has not attained the later of Normal Retirement Age or age 62. Furthermore, the MidSouth Participant's spouse also must consent, in writing, to any distribution for which Section 17.06 requires the spouse's consent. For all purposes of Article VI and this Article XVII, the term "annuity starting date" means the first day of the first period for which the Plan pays an amount as an annuity or in any other form. For purposes of the consent requirements under this Article XVII, if the present value of the MidSouth Participant's Nonforfeitable Accrued Benefit derived from his MidSouth Accounts, at the time of any distribution, exceeds $5,000 the Advisory Committee must treat that present value as exceeding $5,000 for purposes of all subsequent Plan distributions to the MidSouth Participant.

(A) Separation from Service for a Reason Other Than Death.

(1) MIDSOUTH PARTICIPANT'S NONFORFEITABLE ACCRUED BENEFIT NOT EXCEEDING $5,000. If the MidSouth Participant's Separation from Service is for any reason other than death, the Advisory Committee will direct the Trustee to distribute the MidSouth Participant's Nonforfeitable Accrued Benefit derived from his MidSouth Accounts in a lump sum as soon as administratively practicable after the first distribution valuation date following the MidSouth Participant's Separation from Service, but in no event later than the 60th day following the close of the Plan Year in which the MidSouth Participant attains Normal Retirement Age. If the MidSouth Participant has attained Normal Retirement Age when he separates from Service, the distribution under this paragraph will occur no later than the 60th day following the close of the Plan Year in which the MidSouth Participant's Separation from Service occurs.

(2) MIDSOUTH PARTICIPANT'S NONFORFEITABLE ACCRUED BENEFIT EXCEEDS $5,000. If the MidSouth Participant's Separation from Service is for any reason other than death, the Advisory Committee will direct the Trustee to distribute the MidSouth Participant's Nonforfeitable Accrued Benefit derived from his MidSouth Accounts in a form and at the time elected by the MidSouth Participant, pursuant to Section
17.05. In the absence of an election by the MidSouth Participant, the Advisory Committee will direct the Trustee to distribute the MidSouth Participant's Nonforfeitable Accrued Benefit derived from his MidSouth Accounts in a lump sum (or, if applicable, the normal annuity form of distribution required under Section 17.06), on the 60th day following the close of the Plan Year in which the latest of the following events occurs: (a) the MidSouth Participant attains Normal Retirement Age;
(b) the MidSouth Participant attains age 62; or (c) the MidSouth Participant's Separation from Service.

(3) DISABILITY. If the MidSouth Participant's Separation from Service is because of disability, the Advisory Committee will direct the Trustee to pay the MidSouth Participant's Nonforfeitable Accrued Benefit in lump sum (or, if applicable, the normal annuity form of distribution required under Section 17.06), as soon as administratively practicable after the first distribution valuation date following the MidSouth Participant's Separation from Service, subject to the notice and consent requirements of this Article XVII and to the applicable mandatory commencement dates described in Paragraph (1) or in Paragraph (2) of this Section 17.04(A).

(B) REQUIRED BEGINNING DATE. The provisions of Section 6.01(B) shall determine a MidSouth Participant's Required Beginning Date.

(C) DEATH OF THE MIDSOUTH PARTICIPANT. The Advisory Committee will direct the Trustee, in accordance with this Section 17.04(C), to distribute to the MidSouth Participant's Beneficiary the MidSouth Participant's Nonforfeitable Accrued Benefit derived from his MidSouth Accounts remaining in the Trust at the time of the MidSouth Participant's death. Subject to the requirements of Section 17.06, the Advisory Committee will determine the death benefit by reducing the MidSouth Participant's Nonforfeitable Accrued Benefit derived from his MidSouth Accounts by any security interest the Plan has against that Nonforfeitable Accrued Benefit derived from his MidSouth Accounts by reason of an outstanding MidSouth Participant loan.

(1) DECEASED MIDSOUTH PARTICIPANT'S NONFORFEITABLE ACCRUED BENEFIT DOES NOT EXCEED $5,000. The Advisory Committee, subject to the requirements of Section 17.06, must direct the Trustee to distribute the deceased MidSouth Participant's Nonforfeitable Accrued Benefit derived from his MidSouth Accounts in a single cash sum, as soon as administratively practicable after the first distribution valuation date following the MidSouth Participant's death or, if later, the date on which the Advisory Committee receives notification of or otherwise confirms the MidSouth Participant's death.

(2) DECEASED MIDSOUTH PARTICIPANT'S NONFORFEITABLE ACCRUED BENEFIT EXCEEDS $5,000. The Advisory Committee will direct the Trustee to distribute the deceased MidSouth Participant's Nonforfeitable Accrued Benefit derived from his MidSouth Accounts at the time and in the form elected by the MidSouth Participant or, if applicable, by the MidSouth Beneficiary, as permitted under this Article XVII. In the absence of an election, subject to the requirements of Section 17.06, the Advisory Committee will direct the Trustee to distribute the MidSouth Participant's undistributed Nonforfeitable Accrued Benefit derived from his MidSouth Accounts in a lump sum as soon as administratively practicable after the first distribution valuation date following the MidSouth Participant's death or, if later, the date on which the Advisory Committee receives notification of or otherwise confirms the MidSouth Participant's death.

If the death benefit is payable in full to the MidSouth Participant's surviving spouse, the surviving spouse, in addition to the distribution options provided in this Section 17.04(C), may elect distribution at any time or in any form (other than the joint and survivor annuity) this Article XVII would permit for a MidSouth Participant.

(D) ROLLOVERS. The provisions of Section 6.08 shall apply to the MidSouth Accounts.

17.05 BENEFIT PAYMENT ELECTIONS. Not earlier than 90 days before nor later than 30 days before the MidSouth Participant's annuity starting date, the Plan Administrator must provide a benefit notice to a MidSouth Participant who is eligible to make an election under this Section 17.05. The benefit notice must explain the optional forms of benefit in the Plan, including the material features and relative values of those options, and the MidSouth Participant's right to defer distribution until he attains the later of Normal Retirement Age or age 62.

Such distribution may commence less than 30 days after the benefit notice is given, provided that:

(1) the Plan Administrator clearly informs the Participant that the Participant has a right to a period of at least 30 days after receiving the notice to consider the decision of whether or not to elect a distribution (and, of applicable, a particular distribution option), and

(2) the Participant, after receiving the notice, affirmatively elects a distribution.

If a MidSouth Participant or MidSouth Beneficiary makes an election prescribed by this Section 17.05, the Advisory Committee will direct the Trustee to distribute the MidSouth Participant's Nonforfeitable Accrued Benefit derived from his MidSouth Accounts in accordance with that election. Any election under this Section is subject to the requirements of Section 17.06. The MidSouth Participant or MidSouth Beneficiary must make an election under this Section 17.05 by filing his election form with the Advisory Committee at any time before the Trustee otherwise would commence to pay a MidSouth Participant's Accrued Benefit derived from his MidSouth Accounts in accordance with the requirements of Articles VI and XVII.

(A) MIDSOUTH PARTICIPANT ELECTIONS AFTER SEPARATION FROM SERVICE.

If the present value of a MidSouth Participant's Nonforfeitable Accrued Benefit exceeds $5,000, he may elect to have the Trustee commence distribution as soon as administratively practicable after any distribution valuation date following the MidSouth Participant's Separation from Service. The MidSouth Participant may reconsider an election at any time prior to the annuity starting date and elect to commence distribution as of any other distribution date, but not earlier than the date described in the first sentence of this Paragraph (A). Following his attainment of Normal Retirement Age, a MidSouth Participant who has separated from Service may elect distribution as of any distribution date, irrespective of the restrictions otherwise applicable under this Section
17.05(A). If the MidSouth Participant is partially vested in his Accrued Benefit, an election under this Paragraph (A) to distribute prior to the MidSouth Participant's incurring a Forfeiture Break in Service (as defined in
Section 5.08) must be in the form of a cash-out distribution (as defined in Article V). A MidSouth Participant may not receive a cash-out distribution if, prior to the time the Trustee actually makes the cash-out distribution, the MidSouth Participant returns to employment with the Employer.

(B) MIDSOUTH PARTICIPANT ELECTIONS PRIOR TO SEPARATION FROM SERVICE.

In addition to the distribution options provided in Section 6.03, a MidSouth Participant, until he retires, has a continuing election to receive all or any portion of his MidSouth Deferral Contributions Account and his MidSouth Other Contributions Accounts if: (a) he has attained age 59 1/2 and (b) he is 100% vested in the Account. The procedures set forth in Section 6.03(B) shall apply.

(C) DEATH BENEFIT ELECTIONS.

If the present value of the deceased MidSouth Participant's Nonforfeitable Accrued Benefit exceeds $5,000, the MidSouth Participant's Beneficiary may elect to have the Trustee distribute the MidSouth Participant's Nonforfeitable Accrued Benefit derived from his MidSouth Accounts in a form and within a period permitted under Section 17.04. The MidSouth Beneficiary's election is subject to any restrictions designated in writing by the MidSouth Participant and not revoked as of his date of death.

(D) TRANSITIONAL ELECTIONS.

Notwithstanding the provisions of Sections 17.03 and 17.04, if the MidSouth Participant (or MidSouth Beneficiary) signed a written distribution designation prior to January 1, 1984, the Advisory Committee must distribute the MidSouth Participant's Nonforfeitable Accrued Benefit in accordance with that designation, subject, however, to the survivor requirements, if applicable, of Sections 17.06, 17.07 and 17.08. This Section 17.05(D) does not apply to a pre-1984 distribution designation, and the Advisory Committee will not comply with that designation, if any of the following applies: (1) the method of distribution would have disqualified the Plan under Code ss. 401(a)(9) as in effect on December 31, 1983; (2) the MidSouth Participant did not have an Accrued Benefit as of December 31, 1983; (3) the distribution designation does not specify the timing and form of the distribution and the death Beneficiaries (in order of priority); (4) the substitution of a MidSouth Beneficiary modifies the payment period of the distribution; or (5) the MidSouth Participant (or MidSouth Beneficiary) modifies or revokes the distribution designation. In the event of a revocation, the Plan must distribute, no later than December 31 of the calendar year following the year of revocation, the amount which the MidSouth Participant would have received under Section 17.04(A) if the distribution designation had not been in effect or, if the MidSouth Beneficiary revokes the distribution designation, the amount which the MidSouth Beneficiary would have received under Section 17.04(C) if the distribution designation had not been in effect. The Advisory Committee will apply this Section 17.05(D) to rollovers and transfers in accordance with Part J of the Code ss. 401(a)(9) Treasury regulations.

(E) HARDSHIP DISTRIBUTIONS.

The provisions of Section 6.03(E) shall apply to permit a MidSouth Participant to receive hardship distributions from his MidSouth Deferral Contributions Account.

17.06 ANNUITY DISTRIBUTIONS TO MIDSOUTH PARTICIPANTS AND SURVIVING SPOUSES.

(A) JOINT AND SURVIVOR ANNUITY. The Advisory Committee must direct the Trustee to distribute a MidSouth Participant's Nonforfeitable Accrued Benefit derived from his MidSouth Accounts in the form of a qualified joint and survivor annuity, unless the MidSouth Participant makes a valid waiver election (described in Section 17.07) within the 90-day period ending on the annuity starting date. If, as of the annuity starting date, the MidSouth Participant is married, a qualified joint and survivor annuity is an immediate annuity which is purchasable with the MidSouth Participant's Nonforfeitable Accrued Benefit derived from his MidSouth Account and which provides a life annuity for the MidSouth Participant and a survivor annuity payable for the remaining life of the MidSouth Participant's surviving spouse equal to 50% of the amount of the annuity payable during the life of the MidSouth Participant. If, as of the annuity starting date, the MidSouth Participant is not married, a qualified joint and survivor annuity is an immediate life annuity for the MidSouth Participant which is purchasable with the MidSouth Participant's Nonforfeitable Accrued Benefit derived from his MidSouth Accounts. On or before the annuity starting date, the Advisory Committee, without MidSouth Participant or spousal consent, must direct the Trustee to pay the MidSouth Participant's Nonforfeitable Accrued Benefit derived from his MidSouth Accounts, in a lump sum, in lieu of a qualified joint and survivor annuity in accordance with
Section 17.04, if the MidSouth Participant's Nonforfeitable Accrued Benefit is not greater than $5,000.

(B) PRERETIREMENT SURVIVOR ANNUITY. If a married MidSouth Participant dies prior to his annuity starting date the Advisory Committee will direct the Trustee to distribute a portion of the MidSouth Participant's Nonforfeitable Accrued Benefit derived from his MidSouth Accounts to the MidSouth Participant's surviving spouse in the form of a preretirement survivor annuity, unless the MidSouth Participant has a valid waiver election (as described in Section 17.08) in effect, or unless the MidSouth Participant and his spouse were not married throughout the one year period ending on the date of his death. A preretirement survivor annuity is an annuity which is purchasable with 50% of the MidSouth Participant's Nonforfeitable Accrued Benefit derived from his MidSouth Accounts (determined as of the date of the MidSouth Participant's death) and which is payable for the life of the MidSouth Participant's surviving spouse. The value of the preretirement survivor annuity is attributable to Employer contributions and to Employee contributions in the same proportion as the MidSouth Participant's Nonforfeitable Accrued Benefit derived from his MidSouth Accounts is attributable to those contributions. The portion of the MidSouth Participant's Nonforfeitable Accrued Benefit derived from his MidSouth Accounts not payable under this paragraph is payable to the MidSouth Participant's Beneficiary, in accordance with the other provisions of this Article XVII. If the present value of the preretirement survivor annuity does not exceed $5,000, the Advisory Committee, on or before the annuity starting date, must direct the Trustee to make a lump sum distribution to the MidSouth Participant's surviving spouse, in lieu of a preretirement survivor annuity.

(C) SURVIVING SPOUSE ELECTIONS. If the present value of the preretirement survivor annuity exceeds $5,000, the MidSouth Participant's surviving spouse may elect to have the Trustee commence payment of the preretirement survivor annuity at any time following the date of the MidSouth Participant's death, but not later than the mandatory distribution periods described in Section 17.04, and may elect any form of payment described in Section 17.03, in lieu of the preretirement survivor annuity. In the absence of an election by the surviving spouse, the Advisory Committee must direct the Trustee to distribute the preretirement survivor annuity on the first distribution date following the close of the Plan Year in which the latest of the following events occurs: (i) the MidSouth Participant's death; (ii) the date the Advisory Committee receives notification of or otherwise confirms the MidSouth Participant's death, (iii) the date the MidSouth Participant would have attained Normal Retirement Age; or
(iv) the date the MidSouth Participant would have attained age 62.

(D) SPECIAL RULES. If the MidSouth Participant has in effect a valid waiver election regarding the qualified joint and survivor annuity or the preretirement survivor annuity, the Advisory Committee must direct the Trustee to distribute the MidSouth Participant's Nonforfeitable Accrued Benefit derived from his MidSouth Accounts in accordance with Sections 17.03, 17.04 and 17.05. The Advisory Committee will reduce the MidSouth Participant's Nonforfeitable Accrued Benefit derived from his MidSouth Accounts by any security interest (pursuant to any offset rights authorized by Section 17.10) held by the Plan by reason of a MidSouth Participant loan to determine the value of the MidSouth Participant's Nonforfeitable Accrued Benefit derived from his MidSouth Accounts distributable in the form of a qualified joint and survivor annuity or preretirement survivor annuity, provided any post-August 18, 1985, loan satisfied the spousal consent requirement described in Section 17.10 of the Plan. For purposes of applying this Article XVII, the Advisory Committee treats a former spouse as the MidSouth Participant's spouse or the surviving spouse to the extent provided under a qualified domestic relations order described in Section 6.07. The provisions of this Article XVII apply separately to the portion of the MidSouth Participant's Nonforfeitable Accrued Benefit derived from his MidSouth Accounts subject to the qualified domestic relations order and to the portion of the MidSouth Participant's Nonforfeitable Accrued Benefit derived from his MidSouth Accounts not subject to that order.

(E) LIMITED APPLICATION OF SECTION. The preceding provisions of this
Section 17.06 apply only to (1) a MidSouth Participant as respects whom the Plan is a direct or indirect transferee from a plan subject to the Code ss.417 requirements and the Plan received the transfer after December 31, 1984, unless the transfer is an elective transfer described in Section 11.05; (2) a MidSouth Participant who is eligible to and who elects a life annuity distribution; and
(3) a MidSouth Participant whose benefits under a defined benefit plan are offset by benefits provided under this Plan. Sections 17.07 and 17.08 only apply to MidSouth Participants to whom the preceding provisions of this Section 17.06 apply.

17.07 WAIVER ELECTION-QUALIFIED JOINT AND SURVIVOR ANNUITY. Within 90 days, but not later than 30 days, before the MidSouth Participant's annuity starting date, the Advisory Committee must provide the MidSouth Participant a written explanation of the terms and conditions of the qualified joint and survivor annuity, the MidSouth Participant's right to make, and the effect of, an election to waive the joint and survivor form of benefit, the rights of the MidSouth Participant's spouse regarding the waiver election, and the MidSouth Participant's right to make, and the effect of, a revocation of a waiver election. The Plan does not limit the number of times the MidSouth Participant may revoke a waiver of the qualified joint and survivor annuity or make a new waiver during the election period.

A married MidSouth Participant's waiver election is not valid unless (a) the MidSouth Participant's spouse (to whom the survivor annuity is payable under the qualified joint and survivor annuity), after the MidSouth Participant has received the written explanation described in this Section 17.07, has consented in writing to the waiver election, the spouse's consent acknowledges the effect of the election, and a notary public or the Plan Administrator (or his representative) witnesses the spouse's consent, (b) the spouse consents to the alternate form of payment designated by the MidSouth Participant or to any change in that designated form of payment, and (c) unless the spouse is the MidSouth Participant's sole primary MidSouth Beneficiary, the spouse consents to the MidSouth Participant's Beneficiary designation or to any change in the MidSouth Participant's Beneficiary designation. The spouse's consent to a waiver of the qualified joint and survivor annuity is irrevocable, unless the MidSouth Participant revokes the waiver election. The spouse may execute a blanket consent to any form of payment designation or to any Beneficiary designation made by the MidSouth Participant, if the spouse acknowledges the right to limit that consent to a specific designation but, in writing, waives that right. The consent requirements of this Section 17.07 apply to a former spouse of a MidSouth Participant, to the extent required under a qualified domestic relations order described in Section 6.07.

The Advisory Committee will accept as valid a waiver election which does not satisfy the spousal consent requirements if the Advisory Committee establishes the MidSouth Participant does not have a spouse, the Advisory Committee is not able to locate the MidSouth Participant's spouse, the MidSouth Participant is legally separated or has been abandoned (within the meaning of State law) and the MidSouth Participant has a court order to that effect, or other circumstances exist under which the Secretary of the Treasury will excuse the consent requirement. If the MidSouth Participant's spouse is legally incompetent to give consent, the spouse's legal guardian (even if the guardian is the MidSouth Participant) may give consent.

17.08 WAIVER ELECTION - PRERETIREMENT SURVIVOR ANNUITY. The Advisory Committee must provide a written explanation of the preretirement survivor annuity to each married MidSouth Participant, within the following period which ends last: (1) the period beginning on the first day of the Plan Year in which the MidSouth Participant attains age 32 and ending on the last day of the Plan Year in which the MidSouth Participant attains age 34; (2) a reasonable period after an Employee becomes a MidSouth Participant; (3) a reasonable period after the joint and survivor rules become applicable to the MidSouth Participant; or
(4) a reasonable time after a fully subsidized preretirement survivor annuity no longer satisfies the requirements of a fully subsidized benefit. A reasonable period described in clauses (2), (3) and (4) is the period beginning one year before and ending one year after the applicable event. If the MidSouth Participant separates from Service before attaining age 35, clauses (1), (2),
(3) and (4) do not apply and the Advisory Committee must provide the written explanation within the period beginning one year before and ending one year after the Separation from Service. The written explanation must describe, in a manner consistent with Treasury Regulations, the terms and conditions of the preretirement survivor annuity comparable to the explanation of the qualified joint and survivor annuity required under Section 17.06. The Plan does not limit the number of times the MidSouth Participant may revoke a waiver of the preretirement survivor annuity or make a new waiver during the election period.

A MidSouth Participant's waiver election of the preretirement survivor annuity is not valid unless (a) the MidSouth Participant makes the waiver election no later than the first day of the Plan Year in which he attains age 35 and (b) the MidSouth Participant's spouse (to whom the preretirement survivor annuity is payable) satisfies the consent requirements described in Section 17.06, except the spouse need not consent to the form of benefit payable to the designated MidSouth Beneficiary. The spouse's consent to the waiver of the preretirement survivor annuity is irrevocable, unless the MidSouth Participant revokes the waiver election. Irrespective of the time of election requirement described in clause (a), if the MidSouth Participant separates from Service prior to the first day of the Plan Year in which he attains age 35, the Advisory Committee will accept a waiver election as respects the MidSouth Participant's Accrued Benefit attributable to his Service prior to this Separation from Service. Furthermore, if a MidSouth Participant who has separated from Service makes a valid waiver election, except for the timing requirement of clause (a), the Plan Administrator will accept that election as valid, but only until the first day of the Plan Year in which the MidSouth Participant attains age 35. A waiver election described in this paragraph is not valid unless made after the MidSouth Participant has received the written explanation described in this
Section 17.08.

17.09 COORDINATION WITH SURVIVOR REQUIREMENTS. If the joint and survivor requirements of Article XVII apply to the MidSouth Participant, neither Section 8.01 nor this Section 17.09 impose any special spousal consent requirements on the MidSouth Participant's Beneficiary designation. However, in the absence of spousal consent (as required by Articles VI and XVII) to the MidSouth Participant's Beneficiary designation: (1) any waiver of the joint and survivor annuity or of the preretirement survivor annuity is not valid; and (2) if the MidSouth Participant dies prior to his annuity starting date, the MidSouth Participant's Beneficiary designation will apply only to the portion of the death benefit which is not payable as a preretirement survivor annuity. Regarding clause (2), if the MidSouth Participant's surviving spouse in a primary Beneficiary under the MidSouth Participant's Beneficiary designation, the Trustee will satisfy the spouse's interest in the MidSouth Participant's death benefit first from the portion which is payable as a preretirement survivor annuity.

17.10 PARTICIPANT LOANS. Effective for Plan Years beginning after December 31, 1993, the Trustee shall not make any new loans to MidSouth Participants or MidSouth Beneficiaries. This Section 17.10 specifically authorizes the Trustee to maintain loans made on a nondiscriminatory basis to a MidSouth Participant or to a MidSouth Beneficiary in accordance with the loan policy established by the Advisory Committee under the Former MidSouth Plan, provided: (1) the loan policy satisfies the requirements of Section 9.04; (2) loans are available to all MidSouth Participants and MidSouth Beneficiaries on a reasonably equivalent basis and are not available in a greater amount for Highly Compensated Employees than for other Employees; (3) any loan is adequately secured and bears a reasonable rate of interest; (4) the loan provides for repayment within a specified period of time; (5) the default provisions of the note prohibit offset of the MidSouth Participant's Nonforfeitable Accrued Benefit prior to the time the Trustee otherwise would distribute the MidSouth Participant's Nonforfeitable Accrued Benefit; (6) the amount of the loan does not exceed (at the time the Plan extends the loan) the present value of the MidSouth Participant's Nonforfeitable Accrued Benefit derived from his MidSouth Accounts; and (7) the loan otherwise conforms to the exemption provided by Code ss.4975(d)(1). If the joint and survivor requirements of Article XVII apply to the MidSouth Participant, the MidSouth Participant may not pledge any portion of his accrued Benefit as security for a loan made after August 18, 1985, unless, within the 90 day period ending on the date the pledge becomes effective, the MidSouth Participant's spouse, if any, consents (in a manner described in Section 17.06 other than the requirement relating to the consent of a subsequent spouse) to the security or, by separate consent, to an increase in the amount of security.

The Advisory Committee, to the extent provided in a written loan policy adopted under the Former MidSouth Plan, will treat a loan made to a MidSouth Participant as a MidSouth Participant direction of investment under this Section
17.10. To the extent of the loan outstanding at any time, the borrowing MidSouth Participant's Account alone shares in any interest paid on the loan, and it alone bears any expense or loss it incurs in connection with the loan. The Trustee may retain any principal or interest paid on the borrowing MidSouth Participant's loan in an interest bearing segregated Account on behalf of the borrowing MidSouth Participant until the Trustee deems it appropriate to add the amount paid to the MidSouth Participant's separate Account under the Plan.

(A) DEFAULT ON A LOAN. If a MidSouth Participant or MidSouth Beneficiary defaults on a loan made pursuant to a loan policy adopted by the Advisory Committee of the Former MidSouth Plan, the Plan treats the default as a distributable event. The Trustee, at the time of the default, will reduce the MidSouth Participant's Nonforfeitable Accrued Benefit derived from his MidSouth Accounts by the lesser of the amount in default (plus accrued interest) or the Plan's security interest in that Nonforfeitable Accrued Benefit derived from his MidSouth Accounts. To the extent the loan is attributable to the MidSouth Participant's Deferral Contributions Account in the Former MidSouth Plan, the Trustee will not reduce the MidSouth Participant's Nonforfeitable Accrued Benefit derived from his MidSouth Accounts unless the MidSouth Participant has separated from Service or unless the MidSouth Participant has attained age 59 1/2.

17.10 VESTING SCHEDULE FOR REPAID AMOUNTS. If a former MidSouth Participant in the Former MidSouth Plan received a cash-out distribution when he was less than 100% vested and repays his distribution pursuant to Section 5.04 of the Former MidSouth Plan, his Accrued Benefit shall be, at all times, one hundred percent (100%) Nonforfeitable to the extent the value of his Accrued Benefit is derived from his MidSouth Accounts.

ARTICLE XVIII.
PROVISIONS APPLICABLE TO ACCOUNTS
TRANSFERRED FROM FORMER GATEWAY PLAN

18.01 GATEWAY ACCOUNTS. The Advisory Committee shall maintain, in order to reflect each Participant's Accrued Benefit under the Plan derived from contributions to the Gateway Western 401(k) Plan ("Former Gateway Plan"), a separate Gateway Deferral Contributions Account, a separate Gateway Rollover Contributions Account, a separate Gateway Voluntary Contributions Account, and a separate Gateway Matching Contributions Account ("Gateway Accounts") for each Participant in the Former Gateway Plan ("Gateway Participant") who had an account under the Former Gateway Plan, except that a Gateway Rollover Contributions Account shall be maintained only for a Gateway Participant who had such an account under the Former Gateway Plan, and a Gateway Voluntary Contributions Account shall be maintained only for a Gateway Participant who had such an account under the Former Gateway Plan. The Gateway Deferral Contributions Account shall reflect a Participant's Accrued Benefit derived from his deferral contributions to the Former Gateway Plan, the Gateway Rollover Contributions Account shall reflect a Participant's Accrued Benefit derived from his rollover contributions to the Former Gateway Plan, the Gateway Voluntary Contributions Account shall reflect a Participant's Accrued Benefit derived from his voluntary after-tax contributions to the Former Gateway Plan and the Gateway Matching Contributions Account shall reflect a Participant's Accrued Benefit derived from all matching contributions to the Former Gateway Plan on his behalf. The provisions of this Article XVIII shall govern the separate Gateway Accounts, and with respect to such Accounts, the provisions of this Article XVIII shall supersede any other provisions in the Plan to the contrary. Except as provided under this Article XVIII, the Trustee shall hold, administer and distribute the Gateway Accounts in the same manner under the Plan as the similar Account derived from contributions to this Plan.

The provisions of this Article XVIII shall not apply to any Accounts other than the Gateway Accounts.

A Gateway Participant's early retirement age under the Plan shall be 55.

18.02 SPECIAL WITHDRAWAL RIGHTS. A Gateway Participant, by giving prior written notice to the Trustee, may withdraw all or any part of his Gateway Voluntary Contributions Account described in this Section 18.02 at any time, provided, however, that a Gateway Participant may make no more than two such withdrawals in any 12-month period. A distribution of voluntary contributions must comply with the joint and survivor annuity requirements described in this Article XVIII, if those requirements apply to the Gateway Participant. The Trustee, in accordance with the direction of the Advisory Committee, will distribute a Participant's unwithdrawn Gateway Voluntary Contributions Account in accordance with the provisions of this Article XVIII applicable to the distribution of the Gateway Participant's Nonforfeitable Accrued Benefit derived from his Gateway Accounts.

18.03 METHOD OF PAYMENT OF ACCRUED BENEFIT. Subject to the annuity distribution requirements, if any, prescribed by Section 18.06, and any restrictions prescribed by Section 18.05, a Gateway Participant or the beneficiary of a Gateway Participant ("Gateway Beneficiary") may elect distribution of his Gateway Accounts under one, or any combination, of the following methods:

(a) by payment in a lump sum;

(b) by payment in the form of a single life annuity;

(c) by payment in the form of a single life annuity with certain periods of five, ten, or fifteen years;

(d) by payment in the form of a single life annuity with installment refund;

(e) by payment in the form of a qualified joint and survivor annuity, as defined in Section 18.06(A). As of the annuity starting date, the Gateway Participant may elect to receive a smaller annuity benefit, having an actuarial value equivalent to the actuarial value of the qualified joint and survivor annuity, with continuation of payments to the beneficiary at a rate of 100% of the rate payable to the Gateway Participant during his lifetime;

(f) fixed period annuities for any period of whole months which is not less than 60 and does not exceed the life expectancy of the Gateway Participant and named beneficiary where the life expectancy is not recalculated;

(g) a series of installments chosen by the Participant. The Participant may choose at any time to have the balance of his account paid in a different form permitted under this Section 18.03.

If the Gateway Participant's Accrued Benefit is distributed in the form of an annuity purchased from an insurance company, distributions thereunder shall be made in accordance with the requirements of Code ss. 401 (a)(9) and the regulations thereunder. Any annuity contract distributed shall be nontransferable.

A series of installment payments shall not be available as a death benefit if the Gateway Beneficiary is riot the spouse of the deceased Gateway Participant.

The distribution options permitted under this Section 18.03 are available only if the present value of the Gateway Participant's entire Nonforfeitable Accrued Benefit under the Plan, at the time of the distribution to the Gateway Participant, exceeds $5,000.

The provisions of Section 6.02(A) shall apply in determining the minimum distribution requirements under Code ss. 401(a)(9) for Gateway Participants, and the provisions of Section 6.02(B) shall apply in determining the minimum distribution requirements under Code ss. 401 (a)(9) for Gateway Beneficiaries.

18.04 TIME OF PAYMENT AND ACCRUED BENEFIT. Unless, pursuant to Section 18.05, the Gateway Participant or the Gateway Beneficiary elects in writing a different time or method of payment, the Advisory Committee will direct the Trustee to commence distribution of a Gateway Participant's Nonforfeitable Accrued Benefit derived from his Gateway Accounts in accordance with this
Section 18.04. A Gateway Participant must consent, in writing, to any distribution required under this Section 18.04 if the present value of the Gateway Participants Nonforfeitable Accrued Benefit, at the time of the distribution to the Gateway Participant, exceeds $5,000 and the Gateway Participant has not attained the later of Normal Retirement Age or age 62. Furthermore, the Gateway Participant's spouse also must consent, in writing, to any distribution for which Section 18.06 requires the spouse's consent. For all purposes of Article VI and this Article XVIII, the term "annuity starting date" means the first day of the first period for which the Plan pays an amount as an annuity or in any other form. For purposes of the consent requirements under this Article XVIII, if the present value of the Gateway Participants Nonforfeitable Accrued Benefit derived from his Gateway Accounts, at the time of any distribution, exceeds $5,000, the Advisory Committee must treat that present value as exceeding $5,000 for purposes of all subsequent Plan distributions to the Gateway Participant.

(A) SEPARATION FROM SERVICE FOR A REASON OTHER THAN DEATH.

(1) GATEWAY PARTICIPANT'S NONFORFEITABLE ACCRUED BENEFIT NOT EXCEEDING $5,000. If the Gateway Participant's Separation from Service is for any reason other than death, the Advisory Committee will direct the Trustee to distribute the Gateway Participant's Nonforfeitable Accrued Benefit derived from his Gateway Accounts in a lump sum as soon as administratively practicable after the first distribution valuation date following the Gateway Participant's Separation from Service, but in no event later than the 60th day following the close of the Plan Year in which the Gateway Participant attains Normal Retirement Age. If the Gateway Participant has attained Normal Retirement Age when he separates from Service, the distribution under this paragraph will occur no later than the 60th day following the close of the Plan Year in which the Gateway Participant's Separation from Service occurs.

(2) GATEWAY PARTICIPANT'S NONFORFEITABLE ACCRUED BENEFIT EXCEEDS $5,000. If the Gateway Participant's Separation from Service is for any reason other than death, the Advisory Committee will direct the Trustee to distribute the Gateway Participant's Nonforfeitable Accrued Benefit derived from his Gateway Accounts in a form and at the time elected by the Gateway Participant, pursuant to Section 18.05. In the absence of an election by the Gateway Participant, the Advisory Committee will direct the Trustee to distribute the Gateway Participant's Nonforfeitable Accrued Benefit derived from his Gateway Accounts in a lump sum (or, if applicable, the normal annuity form of distribution required under Section 19.06), on the 60th day following the close of the Plan Year in which the latest of the following events occurs: (a) the Gateway Participant attains Normal Retirement Age;
(b) the Gateway Participant attains age 62; or (c) the Gateway Participant's Separation from Service.

(3) DISABILITY. If the Gateway Participant's Separation from Service is because of disability, the Advisory Committee will direct the Trustee to pay the Gateway Participant's Nonforfeitable Accrued Benefit derived from his Gateway Accounts in lump sum (or, if applicable, the normal annuity form of distribution required under Section 18.06), as soon as administratively practicable after the first distribution valuation date following the Gateway Participant's Separation from Service, subject to the notice and consent requirements of this Article XVIII and to the applicable mandatory commencement dates described in Paragraph (1) or in Paragraph (2) of this Section 18.04(A).

(B) REQUIRED BEGINNING DATE. The provisions of Section 6.01(B) shall determine a Gateway Participants Required Beginning Date.

(C) DEATH OF THE GATEWAY PARTICIPANT. The Advisory Committee will direct the Trustee, in accordance with this Section 18.04(C), to distribute to the Gateway Beneficiary the Gateway Participant's Nonforfeitable Accrued Benefit derived from his Gateway Accounts remaining in the Trust at the time of the Gateway Participant's death.

(1) DECEASED GATEWAY PARTICIPANT'S NONFORFEITABLE ACCRUED BENEFIT DOES NOT EXCEED $5,000. The Advisory Committee, subject to the requirements of
Section 18.06, must direct the Trustee to distribute the deceased Gateway Participant's Nonforfeitable Accrued Benefit derived from his Gateway Accounts in a single cash sum, as soon as administratively practicable after the first distribution valuation date following the Gateway Participant's death or, if later, the date on which the Advisory Committee receives notification of or otherwise confirms the Gateway Participant's death.

(2) DECEASED GATEWAY PARTICIPANT'S NONFORFEITABLE ACCRUED BENEFIT EXCEEDS $5,000. The Advisory Committee will direct the Trustee to distribute the deceased Gateway Participant's Nonforfeitable Accrued Benefit derived from his Gateway Accounts at the time and in the form elected by the Gateway Participant or, if applicable, by the Gateway Beneficiary, as permitted under this Article XVIII.

If the death benefit is payable in full to the Gateway Participant's surviving spouse, the surviving spouse, in addition to the distribution options provided in this Section 18.04(C), may elect distribution at any time or in any form (other than the joint and survivor annuity) this Article XVIII would permit for a Gateway Participant.

(D) ROLLOVERS. The provisions of Section 6.08 shall apply to the Gateway Accounts.

18.05 BENEFIT PAYMENT ELECTIONS. Not earlier than 90 days before nor later than 30 days before the Gateway Participant's annuity starting date, the Plan Administrator must provide a benefit notice to a Gateway Participant who is eligible to make an election under this Section 18.05. The benefit notice must explain the optional forms of benefit in the Plan, including the material features and relative values of those options, and the Gateway Participant's right to defer distribution until he attains the later of Normal Retirement Age or age 62.

Such distribution may commence less than 30 days after the benefit notice is given, provided that:

(1) The Plan Administrator clearly informs the Participant that the Participant has a right to a period of at least 30 days after receiving the notice to consider the decision of whether or not to elect a distribution (and, if applicable, a particular distribution option), and

(2) The Participant, after receiving the notice, affirmatively elects a distribution.

If a Gateway Participant or Gateway Beneficiary makes an election prescribed by this Section 18.05, the Advisory Committee will direct the Trustee to distribute the Gateway Participant's Nonforfeitable Accrued Benefit derived from his Gateway Accounts in accordance with that election. Any election under this Section is subject to the requirements of Section 18.06. The Gateway Participant or Gateway Beneficiary must make an election under this Section 18.05 by filing his election form with the Advisory Committee at any time before the Trustee otherwise would commence to pay a Gateway Participant's Accrued Benefit derived from his Gateway Accounts in accordance with the requirements of Articles VI and XVIII.

(A) GATEWAY PARTICIPANT ELECTIONS AFTER SEPARATION FROM SERVICE.

If the present value of a Gateway Participant's Nonforfeitable Accrued Benefit exceeds $5,000, he may elect to have the Trustee commence distribution as soon as administratively practicable after any distribution valuation date following the Gateway Participant's Separation from Service. The Gateway Participant may reconsider an election at any time prior to the annuity starting date and elect to commence distribution as of any other distribution date, but not earlier than the date described in the first sentence of this Paragraph (A). Following his attainment of Normal Retirement Age, a Gateway Participant who has separated from Service may elect distribution as of any distribution date, irrespective of the restrictions otherwise applicable under this Section 18.05(A).

(B) GATEWAY PARTICIPANT ELECTIONS PRIOR TO SEPARATION FROM SERVICE.

In addition to the distribution options provided in Section 6.03, a Gateway Participant, until he retires, has a continuing election to receive all or any portion of his Gateway Deferral Contributions Account if: (a) he has attained age 59 1/2 and (b) he is 100% vested in the Account. The procedures set forth in
Section 6.03(B) shall apply. Any distribution is subject to the requirements of
Section 19.06.

(C) DEATH BENEFIT ELECTIONS.

If the present value of the deceased Gateway Participant's Nonforfeitable Accrued Benefit exceeds $5,000, the Gateway Beneficiary may elect to have the Trustee distribute the Gateway Participant's Nonforfeitable Accrued Benefit derived from his Gateway Accounts in a form and within a period permitted under
Section 18.04. The Gateway Beneficiary's election is subject to any restrictions designated in writing by the Gateway Participant and not revoked as of his date of death.

(D) TRANSITIONAL ELECTIONS.

Notwithstanding the provisions of Section 18.03 and 18.04, if the Gateway Participant (or Gateway Beneficiary) signed a written distribution designation prior to January 1, 1984, the Advisory Committee must distribute the Gateway Participant's Nonforfeitable Accrued Benefit in accordance with that designation, subject however, to the survivor requirements, if applicable, of Sections 18.06, 18.07 and 18.08. This Section 18.05(D) does not apply to a pre-1984 distribution designation, and the Advisory Committee will not comply with that designation, if any of the following applies: (1) the method of distribution would have disqualified the Plan under Code ss.401(a)(9) as in effect on December 31, 1983; (2) the Gateway Participant did not have an Accrued Benefit as of December 31, 1983; (3) the distribution designation does not specify the timing and form of the distribution and the death Beneficiaries (in order of priority); (4) the substitution of a Gateway Beneficiary modifies the payment period of the distribution; or (5) the Gateway Participant (or Gateway Beneficiary) modifies or revokes the distribution designation. In the event of a revocation, the Plan must distribute, no later than December 31 of the calendar year following the year of revocation, the amount which the Gateway Participant would have received under Section 18.04(A) if the distribution designation had not been in effect or, if the Gateway Beneficiary revokes the distribution designation, the amount which the Gateway Beneficiary would have received under
Section 18.04(C) if the distribution designation had not been in effect. The Advisory Committee will apply this Section 18.05(D) to rollovers and transfers in accordance with Part J of the Code ss.401(a)(9) Treasury regulations.

(E) HARDSHIP DISTRIBUTIONS.

The last four full paragraphs of Section 6.03(E) shall apply to permit a Gateway Participant to receive hardship distributions from his Gateway Matching Contributions Account, his Gateway Rollover Contributions Account, and the elective deferrals credited to his Gateway Deferral Contributions Account plus any earnings on the Gateway Participant's elective deferrals credited before January 1, 1989. Any hardship distribution is subject to Section 18.06.

18.06 ANNUITY DISTRIBUTIONS TO GATEWAY PARTICIPANTS AND SURVIVING SPOUSES.

(A) JOINT AND SURVIVOR ANNUITY. The Advisory Committee must direct the Trustee to distribute a Gateway Participant's Nonforfeitable Accrued Benefit derived from his Gateway Accounts in the form of a qualified joint and survivor annuity, unless the Gateway Participant makes a valid waiver election (described in Section 18.07) within the 90-day period ending on the annuity starting date. If, as of the annuity starting date, the Gateway Participant is married, a qualified joint and survivor annuity is an immediate annuity which is purchasable with the Gateway Participant's Nonforfeitable Accrued Benefit derived from his Gateway Account and which provides a life annuity for the Gateway Participant and a survivor annuity payable for the remaining life of the Gateway Participant's surviving spouse equal to 50% of the amount of the annuity payable during the life of the Gateway Participant. If, as of the annuity starting date, the Gateway Participant is not married, a qualified joint and survivor annuity is an immediate life annuity for the Gateway Participant which is purchasable with the Gateway Participant's Nonforfeitable Accrued Benefit derived from his Gateway Accounts. On or before the annuity starting date, the Advisory Committee, without Gateway Participant or spousal consent, must direct the Trustee to pay the Gateway Participant's Nonforfeitable Accrued Benefit derived from his Gateway Accounts, in a lump sum, in lieu of a qualified joint and survivor annuity in accordance with Section 18.04, if the Gateway Participant's Nonforfeitable Accrued Benefit is not greater than $5,000.

(B) PRERETIREMENT SURVIVOR ANNUITY. If a married Gateway Participant dies prior to his annuity starting date the Advisory Committee will direct the Trustee to distribute a portion of the Gateway Participant's Nonforfeitable Accrued Benefit derived from his Gateway Accounts to the Gateway Participant's surviving spouse in the form of a preretirement survivor annuity, unless the Gateway Participant has a valid waiver election (as described in Section 18.08) in effect, or unless the Gateway Participant and his spouse were not married throughout the one year period ending on the date of his death. A preretirement survivor annuity is an annuity which is purchasable with 50% of the Gateway Participants Nonforfeitable Accrued Benefit derived from his Gateway Accounts (determined as of the date of the Gateway Participant's death) and which is payable for the life of the Gateway Participant's surviving spouse. The value of the preretirement survivor annuity is attributable to Employer contributions and to Employee contributions in the same proportion as the Gateway Participant's Nonforfeitable Accrued Benefit derived from his Gateway Accounts is attributable to those contributions. The portion of the Gateway Participant's Nonforfeitable Accrued Benefit derived from his Gateway Accounts not payable under this paragraph is payable to the Gateway Participant's Beneficiary, in accordance with the other provisions of this Article XVIII. If the present value of the preretirement survivor annuity does not exceed $5,000, the Advisory Committee, on or before the annuity starting date, must direct the Trustee to make a lump sum distribution to the Gateway Participant's surviving spouse, in lieu of a preretirement survivor annuity.

(C) SURVIVING SPOUSE ELECTIONS. If the present value of the preretirement survivor annuity exceeds $5,000, the Gateway Participant's surviving spouse may elect to have the Trustee commence payment of the preretirement survivor annuity at any time following the date of the Gateway Participant's death, but not later than the mandatory distribution periods described in Section 18.04, and may elect any form of payment described in Section 18.03, in lieu of the preretirement survivor annuity. In the absence of an election by the surviving spouse, the Advisory Committee must direct the Trustee to distribute the preretirement survivor annuity on the first distribution date following the close of the Plan Year in which the latest of the following events occurs: (i) the Gateway Participant's death; (ii) the date the Advisory Committee receives notification of or otherwise confirms the Gateway Participant's death; (iii) the date the Gateway Participant would have attained Normal Retirement Age; or (iv) the date the Gateway Participant would have attained age 62.

(D) SPECIAL RULES. If the Gateway Participant has in effect a valid waiver election regarding the qualified joint and survivor annuity or the preretirement survivor annuity, the Advisory Committee must direct the Trustee to distribute the Gateway Participant's Nonforfeitable Accrued Benefit derived from his Gateway Accounts in accordance with Sections 18.03, 18.04 and 18.05. For purposes of applying this Article XVIII, the Advisory Committee treats a former spouse as the Gateway Participant's spouse or the surviving spouse to the extent provided under a qualified domestic relations order described in Section 6.07. The provisions of this Article XVIII apply separately to the portion of the Gateway Participant's Nonforfeitable Accrued Benefit derived from his Gateway Accounts subject to the qualified domestic relations order and to the portion of the Gateway Participant's Nonforfeitable Accrued Benefit derived from his Gateway Accounts not subject to that order.

LIMITED APPLICATION OF SECTION. The preceding provisions of this Section 18.06 apply only to (1) a Gateway Participant as respects whom the Plan is a direct or indirect transferee from a plan subject to the Code ss. 417 requirements and the Plan received the transfer after December 31, 1984, unless the transfer is an elective transfer described in Section 11.05; (2) a Gateway Participant or Gateway Beneficiary who is eligible to and who elects a life annuity distribution; and (3) a Gateway Participant whose benefits under a defined benefit plan are offset by benefits provided under this Plan. Sections 18.07 and 18.08 only apply to a Gateway Participant or Gateway Beneficiary to whom the preceding provisions of this Section 18.06 apply.

18.07 WAIVER ELECTION - QUALIFIED JOINT AND SURVIVOR ANNUITY. Within 90 days, not later than 30 days, before the Gateway Participants annuity starting date, the Advisory Committee must provide the Gateway Participant a written explanation of the terms and conditions of the qualified joint and survivor annuity, the Gateway Participant's right to make, and the effect of, an election to waive the joint and survivor form of benefit, the rights of the Gateway Participant's spouse regarding the waiver election, and the Gateway Participant's right to make, and the effect of, a revocation of a waiver election. The Plan does not limit the number of times the Gateway Participant may revoke a waiver of the qualified joint and survivor annuity or make a new waiver during the election period.

A married Gateway Participants waiver election is not valid unless (a) the Gateway Participant's spouse (to whom the survivor annuity is payable under the qualified joint and survivor annuity), after the Gateway Participant has received the written explanation described in this Section 18.07, has consented in writing to the waiver election, the spouse's consent acknowledges the effect of the election, and a notary public as the Plan Administrator (or his representative) witnesses the spouse's consent, (b) the spouse consents to the alternate form of payment designated by the Gateway Participant or to any change in that designated form of payment, and (c) unless the spouse is the Gateway Participant's sole primary Beneficiary, the spouse consents to the Gateway Participant's Beneficiary designation or to any change in the Gateway Participant's Beneficiary designation. The spouse's consent to a waiver of the qualified joint and survivor annuity is irrevocable, unless the Gateway Participant revokes the waiver election. The spouse may execute a blanket consent to any form of payment designation or to any Beneficiary designation made by the Gateway Participant, if the spouse acknowledges the right to limit that consent to a specific designation but, in writing, waives that right. The consent requirements of this Section 18.07 apply to a former spouse of a Gateway Participant, to the extent required under a qualified domestic relations order described in Section 6.07.

The Advisory Committee will accept as valid a waiver election which does not satisfy the spousal consent requirements if the Advisory Committee establishes the Gateway Participant does not have a spouse, the Advisory Committee is not able to locate the Gateway Participant's spouse, the Gateway Participant is legally separated or has been abandoned (within the meaning of State law) and the Gateway Participant has a court order to that effect, or other circumstances exist under which the Secretary of the Treasury will excuse the consent requirement. If the Gateway Participant's spouse is legally incompetent to give consent, the spouse's legal guardian (even if the guardian is the Gateway Participant) may give consent.

18.08 WAIVER ELECTION - PRERETIREMENT SURVIVOR ANNUITY. The Advisory Committee must provide a written explanation of the preretirement survivor annuity to each married Gateway Participant, within the following period which ends last: (1) the period beginning on the first day of the Plan Year in which the Gateway Participant attains age 32 and ending on the last day of the Plan Year in which the Gateway Participant attains age 34; (2) a reasonable period after an Employee becomes a Gateway Participant; (3) a reasonable period after the joint and survivor rules become applicable to the Gateway Participant; or
(4) a reasonable time after a fully subsidized preretirement survivor annuity no longer satisfies the requirements of a fully subsidized benefit. A reasonable period described in clauses (2), (3) and (4) is the period beginning one year before and ending one year after the applicable event. If the Gateway Participant separates from Service before attaining age 35, clauses (1), (2),
(3) and (4) do not apply and the Advisory Committee must provide the written explanation within the period beginning one year before and ending one year after the Separation from Service. The written explanation must describe, in a manner consistent with Treasury Regulations, the terms and conditions of the preretirement survivor annuity comparable to the explanation of the qualified joint and survivor annuity required under Section 18.06. The Plan does not limit the number of times the Gateway Participant may revoke a waiver of the preretirement survivor annuity or make a new waiver during the election period.

A Gateway Participants waiver election of the preretirement survivor annuity is not valid unless (a) the Gateway Participant makes the waiver election no later than the first day of the Plan Year in which he attains age 35 and (b) the Gateway Participant's spouse (to whom the preretirement survivor annuity is payable) satisfies the consent requirements described in Section 18.06, except the spouse need not consent to the form of benefit payable to the designated Gateway Beneficiary. The spouse's consent to the waiver of the preretirement survivor annuity is irrevocable, unless the Gateway Participant revokes the waiver election. Irrespective of the time of election requirement described in clause (a), if the Gateway Participant separates from Service prior to the first day of the Plan Year in which he attains age 35, the Advisory Committee will accept a waiver election as respects the Gateway Participant's Accrued Benefit attributable to his Service prior to this Separation from Service. Furthermore, if a Gateway Participant who has separated from Service makes a valid waiver election, except for the timing requirement of clause (a), the Plan Administrator will accept that election as valid, but only until the first day of the Plan Year in which the Gateway Participant attains age 35. A waiver election described in this paragraph is not valid unless made after the Gateway Participant has received the written explanation described in this
Section 18.08.

18.09 COORDINATION WITH SURVIVOR REQUIREMENTS. If the joint and survivor requirements of Article XVIII apply to the Gateway Participant, neither Section 8.01 nor this Section 18.09 impose any special spousal consent requirements on the Gateway Participant's Beneficiary designation. However, in the absence of spousal consent (as required by Articles VI and XVIII) to the Gateway Participant's Beneficiary designation: (1) any waiver of the joint and survivor annuity or of the preretirement survivor annuity is not valid; and (2) if the Gateway Participant dies prior to his annuity starting date, the Gateway Participant's Beneficiary designation will apply only to the portion of the death benefit which is not payable as a preretirement survivor annuity. Regarding clause (2), if the Gateway Participant's surviving spouse is a primary Beneficiary under the Gateway Participant's Beneficiary designation, the Trustee will satisfy the spouse's interest in the Gateway Participant's death benefit first from the portion which is payable as a preretirement survivor annuity.

IN WITNESS WHEREOF, the Kansas City Southern Industries, Inc. has executed this amended and restated Plan in Kansas City, Missouri as of this 12th day of December, 2000, to be effective as of January 1, 2001.

KANSAS CITY SOUTHERN INDUSTRIES. INC.

By: /s/ Eric B. Freestone
   ----------------------------------

WITNESS:

/s/ Tony L. Robertson

---------------------------

/s/ PricewaterhouseCooopers LLP

PricewaterhouseCoopers LLP
Kansas City, Missouri
December 14, 2000