FORM OF OFFICER INDEMNIFICATION AGREEMENT

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     THIS AGREEMENT is made and effective as of this     day of                ,

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      , between Kansas City  Southern Industries, Inc., a Delaware corporation

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("Corporation") and               ("Officer").

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     WHEREAS, Officer is an officer of Corporation and in such capacity may be

exposed to risks of undue personal liability; and



     WHEREAS, the By-Laws of the Corporation, which require the Corporation to

indemnify and advance expenses to Officer to the fullest extent permitted by the

Delaware General Corporation Law, is subject to change by amendment; and



     WHEREAS, the directors' and officers' liability insurance obtained by the

Corporation may not provide complete protection to Officer against all risks of

undue personal liability; and



     WHEREAS, Officer is serving the Corporation in part in reliance upon the

continued availability of effective protection against undue personal liability

arising out of or in connection with Officer's service to the Corporation; and



     WHEREAS, to supplement the Corporation's directors' and officers' liability

insurance and to provide Officer with specific contractual assurance that the

protection provided by the Corporation's By-Laws will continue to be available

to Officer regardless of, among other things, an amendment of the By-Laws or a

change in management or control of the Corporation, the Corporation has agreed

to enter into this Agreement;



     NOW, THEREFORE, in consideration of the above premises and of Officer's

continued service to the Corporation, the parties hereto agree as follows:



     1. Indemnity of Officer. In the event Officer was or is made a party or is

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threatened to be made a party to or is otherwise involved in any action, suit or

proceeding, whether civil, criminal, administrative or investigative (a

"Proceeding"), by reason of the fact that he or she is or was a director,

officer, employee, agent, trustee, committee member or representative of the

Corporation or is or was serving at the request of the Corporation as a

director, officer, employee, agent, trustee, committee member or representative

of another corporation or other entity, including, without limitation, any

subsidiary, partnership, joint venture, limited liability company, limited

liability partnership, unincorporated organization or similar company, trust or

other enterprise, including service with respect to any employee benefit plan,

whether the basis of such Proceeding is alleged action in an official capacity

or in any other capacity while serving as a director, officer, employee, agent,

trustee, committee member or representative (an "Indemnifiable Event"), Officer

shall be indemnified and held harmless by the Corporation to the fullest extent

authorized by the Delaware General Corporation Law, as the same exists or may

hereafter be amended (but, in the case of any such amendment, only to the extent

that such amendment permits the Corporation to provide broader indemnification

rights than such law permitted the Corporation to provide prior to such

amendment), against all expense, liability and loss (including attorneys' fees,

judgments, fines, ERISA excise taxes or penalties and amounts paid in

settlement) reasonably incurred or suffered by reason of Officer acting in any

such



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capacity; provided, however, that with respect to Proceedings to enforce rights

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to indemnification, the Corporation shall indemnify Officer in connection with a

Proceeding (or part thereof) initiated by Officer only if such Proceeding (or

part thereof) is conducted as provided in Section 3 below or if such Proceeding

(or part thereof) was authorized by the Board of Directors of the Corporation.



     2. Advancement of Expenses. The right to indemnification conferred in

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Section 1 hereof shall include the right to have the Corporation pay the

expenses incurred in defending any Proceeding in advance of its final

disposition (an "Advancement of Expenses"); provided, however, that, if the

Delaware General Corporation Law so requires, an Advancement of Expenses

incurred by Officer shall be made only upon delivery to the Corporation of an

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