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                                                              Exhibit No. 10(f)

                  WISCONSIN CENTRAL TRANSPORTATION CORPORATION

                     Management Incentive Compensation Plan

                                      1998


I.  Purpose of the Plan

    The Management Incentive Compensation Plan is designed to encourage
    commitment to the Company's annual performance objectives. The success of
    the Company can be accomplished, in part, by strategies that balance short-
    term results against long-term goals; therefore each year's achievements are
    an important step in maintaining sustained profitable growth. The
    Compensation Committee and the Board of Directors believe that when business
    objectives are met, the key managers who helped reach those goals should
    share directly in the Company's success. This Plan links annual Company and
    individual performance through the use of a cash bonus incentive award.


II.  Participation

     The participants in this Plan are key management employees who are in a
     position to significantly affect the performance of the Company.
     Participants are recommended by Senior Management and the Compensation
     Committee and approved by the Board of Directors. Participants in this Plan
     are excluded from participation in the Company's Employee Profit Based
     Income Plan.


III. Financial Performance Objectives

     Any award payment under the Plan for a fiscal year is subject to the
     Company meeting a predetermined performance targets for that fiscal year.
     Early in each year the Compensation Committee will recommend and the Board
     of Directors will approve (i) performance targets for that year based on
     the Company's operating plan for the year and (ii) a schedule of bonus
     amounts to be available for payments to participants if the performance
     targets are achieved or exceeded. The amount payable to each participant
     may be a percentage of the participant's base salary or may be determined
     on another basis, and up to 33-1/3% of the bonus amount for a participant
     may be based on achievement of individual performance objectives, all as
     recommended by the Compensation Committee and determined by the Board of
     Directors.


IV.  Payment of Awards

     After the Company's books are closed and audited for the prior year, the
     Compensation Committee and the Board of Directors will determine if a
     payout is appropriate under the terms of the Plan as implemented for the
     prior year. Should the Company meet or exceed its performance targets for
     the prior year, the awards will be made in April.
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     No payment of awards shall be made if to do so would result in a violation
     of any loan covenant; however, payment would be made at the earliest time
     permitted by the covenant.

     Except to the extent that the Board of Directors expressly makes an
     exception in a particular case, to receive an incentive award, a
     participant must have been on the payroll at least ninety (90) days during
     the year for which payment is to be made and must remain employed through
     March 1st of the following year. Being "employed" includes being on a leave
     of absence (medical, personal, work related injury/illness or short term
     military).

     Award payments will be included in compensation and will be subject to
     withholdings for federal, state, local and Railroad Retirement taxes.

     If an employee is a participant in the Plan for a period of less than
     twelve (12) full months, a prorated payment of 1/12 of the amount which
     would otherwise be payable to the participant will be made for each full
     month of participation.

     If a participant retires or dies during the year, a similar prorated award
     will be made to the employee or the employee's estate, based on the number
     of full months of participation.

     A participant who is currently contributing to the Company's 401(k) Plan
     may designate that 25%, 50%, 75% or 100% (less applicable taxes and subject
     to the maximum allowed by the Internal Revenue Service) of the
     participant's individual payment be rolled into the participant's 401(k)
     account, provided a rollover notice is given by the participant to the
     Company 30 days prior to the award distribution.


V.   Plan Administration

     The Management Incentive Compensation Plan is administered by the
     Compensation Committee and the Board of Directors. The Board of Directors
     may at any time amend or terminate the Plan, in whole or in part.