EXHIBIT 4.5














                          REGISTRATION RIGHTS AGREEMENT




                                      AMONG


                              KANSAS CITY SOUTHERN

                                   AS ISSUER,


                                       AND


                       MORGAN STANLEY & CO. INCORPORATED,

                                       AND

                          DEUTSCHE BANK SECURITIES INC.

                              AS INITIAL PURCHASERS






                             DATED AS OF MAY 5, 2003


<PAGE>


     REGISTRATION  RIGHTS  AGREEMENT  dated as of May 5, 2003 among  Kansas City
Southern,  a Delaware  corporation  (the  "COMPANY"),  and Morgan  Stanley & Co.
Incorporated and Deutsche Bank Securities  Inc., as the initial  purchasers (the
"INITIAL  PURCHASERS")  under the Placement  Agreement dated April 29, 2003 (the
"PLACEMENT AGREEMENT"), between the Company and the Initial Purchasers. In order
to induce the Initial  Purchasers  to enter into the  Placement  Agreement,  the
Company  has  agreed  to  provide  the  registration  rights  set  forth in this
Agreement.  The execution of this  Agreement is a condition to the closing under
the Placement Agreement.

     The Company  agrees with the Initial  Purchasers,  (i) for their benefit as
Initial  Purchasers and (ii) for the benefit of the beneficial owners (including
the Initial  Purchasers)  from time to time of the  Preferred  Stock (as defined
herein) and the  beneficial  owners from time to time of the  Underlying  Common
Stock (as defined herein) issued upon conversion of the Preferred Stock (each of
the foregoing a "HOLDER" and together the "HOLDERS"), as follows:

     Section 1. DEFINITIONS.  Capitalized  terms used herein without  definition
shall have their respective  meanings set forth in the Placement  Agreement.  As
used in this Agreement, the following terms shall have the following meanings:

     "AFFILIATE"  means with respect to any specified person, an "affiliate," as
defined in Rule 144, of such person.

     "AMENDMENT  EFFECTIVENESS  DEADLINE  DATE"  has the  meaning  set  forth in
Section 2(d) hereof.

     "BUSINESS DAY" means each Monday, Tuesday,  Wednesday,  Thursday and Friday
that is not a day on  which  banking  institutions  in The  City of New York are
authorized or obligated by law or executive order to close.

     "CERTIFICATE OF DESIGNATIONS" means the Certificate of Designations,  dated
as of May 5, 2003  setting  forth the  preferences  and rights,  qualifications,
limitations and restrictions of the Preferred Stock.

     "COMMON  STOCK" means the shares of common stock,  $0.01 par value,  of the
Company,  and any other securities as may constitute "Common Stock" for purposes
of the Certificate of Designations, including the Underlying Common Stock.

     "CONVERSION PRICE" has the meaning assigned such term in the Certificate of
Designations.

     "DAMAGES ACCRUAL PERIOD" has the meaning set forth in Section 2(e) hereof.

     "DAMAGES  PAYMENT  DATE"  means each  February  15,  May 15,  August 15 and
November 15.

     "DEFERRAL NOTICE" has the meaning set forth in Section 3(i) hereof.

     "DEFERRAL PERIOD" has the meaning set forth in Section 3(i) hereof.

     "DIVIDEND  PAYMENT  DATE"  has the  meaning  assigned  to such  term in the
Certificate of Designations.

     "EFFECTIVENESS  DEADLINE  DATE" has the meaning  set forth in Section  2(a)
hereof.

     "EFFECTIVENESS  PERIOD" means the period commencing on the date the Initial
Shelf  Registration  Statement is declared effective and ending on the date that
all Registrable Securities have ceased to be Registrable Securities.

     "REGISTRATION DEFAULT" has the meaning set forth in Section 2(e) hereof.

     "REGISTRATION  DEFAULT  DATE" has the  meaning  set forth in  Section  2(e)
hereof.

     "REGISTRATION  DEFAULT  TERMINATION  DATE"  has the  meaning  set  forth in
Section 2(e) hereof.

     "EXCHANGE ACT" means the Securities  Exchange Act of 1934, as amended,  and
the rules and regulations of the SEC promulgated thereunder.

     "FILING DEADLINE DATE" has the meaning set forth in Section 2(a) hereof.

     "HOLDER"  has  the  meaning  set  forth  in the  second  paragraph  of this
Agreement.

     "INITIAL  PURCHASERS"  has the  meaning  set forth in the  preamble to this
Agreement.

     "INITIAL SHELF REGISTRATION STATEMENT" has the meaning set forth in Section
2(a) hereof.

     "ISSUE  DATE"  means the first date of original  issuance of the  Preferred
Stock.

     "LIQUIDATED  DAMAGES  AMOUNT"  has the  meaning  set forth in Section  2(e)
hereof.

     "LIQUIDATED DAMAGES PAYMENTS" has the meaning set forth in Section 2(e).

     "LOSSES" has the meaning set forth in Section 6 hereof.

     "MATERIAL EVENT" has the meaning set forth in Section 3(i) hereof.

     "NOTICE AND QUESTIONNAIRE"  means a written notice delivered to the Company
containing   substantially   the   information   called   for  by  the   Selling
Securityholder  Notice and  Questionnaire  attached  as Annex A to the  Offering
Memorandum of the Company dated April 29, 2003 relating to the Preferred Stock.

     "NOTICE  HOLDER"  means,  on any date,  any  Holder  that has  delivered  a
completed and signed Notice and Questionnaire to the Company on or prior to such
date.

     "OFFERING MEMORANDUM" has the meaning set forth in Section 2(a) hereof.

     "PLACEMENT AGREEMENT" has the meaning set forth in the preamble hereof.

     "PREFERRED  STOCK"  means  the  4.25%  Redeemable  Cumulative   Convertible
Perpetual  Preferred Stock,  Series C (par value $1.00 per share) of the Company
that has the rights,  powers and  preferences  set forth in the  Certificate  of
Designations.

     "PROSPECTUS"  means the prospectus  included in any Registration  Statement
(including,   without  limitation,   a  prospectus  that  discloses  information
previously omitted from a prospectus filed as part of an effective  registration
statement in reliance upon Rule 430A  promulgated  under the Securities Act), as
amended or  supplemented  by any amendment or prospectus  supplement,  including
post-effective  amendments,  and all  materials  incorporated  by  reference  or
explicitly deemed to be incorporated by reference in such Prospectus.

     "RECORD DATE" has the meaning  assigned to such term in the  Certificate of
Designations.

     "RECORD HOLDER" means (i) with respect to any Damages Payment Date relating
to any  Preferred  Stock as to which  any such  Liquidated  Damages  Amount  has
accumulated, the holder of record of such share of Preferred Stock on the Record
Date with  respect to the Dividend  Payment  Date on which such Damages  Payment
Date shall occur and (ii) with respect to any Damages  Payment Date  relating to
the Underlying  Common Stock as to which any such Liquidated  Damages Amount has
accrued,  the registered  holder of such  Underlying  Common Stock on the Record
Date immediately preceding the relevant Damages Payment Date.

     "REGISTRABLE SECURITIES" means the shares of Preferred Stock until any such
share of Preferred  Stock has been converted  into the  Underlying  Common Stock
and, at all times subsequent to any such conversion, the Underlying Common Stock
and any  securities  into or for which  such  Underlying  Common  Stock has been
converted or exchanged,  and any security  issued with respect  thereto upon any
stock dividend,  split or similar event until, in the case of any such security,
(A) the earliest of (i) its effective  registration under the Securities Act and
resale  in  accordance  with  the  Registration   Statement  covering  it,  (ii)
expiration  of the holding  period that would be  applicable  thereto under Rule
144(k)  to a sale by a  non-Affiliate  of the  Company  or (iii) its sale to the
public  pursuant to Rule 144 (or any similar  provision  then in force,  but not
Rule  144A)  under  the  Securities  Act,  and (B) as a result  of the  event or
circumstance described in any of the foregoing clauses (A)(i) through (iii), the
legend with  respect to transfer  restrictions  required by the  Certificate  of
Designations  is  removed  or  removable  in  accordance  with the  terms of the
Certificate of Designations or such legend, as the case may be.

     "REGISTRATION EXPENSES" has the meaning set forth in Section 5 hereof.

     "REGISTRATION  STATEMENT" means any  registration  statement of the Company
that covers any of the Registrable Securities pursuant to the provisions of this
Agreement   including  the  Prospectus,   amendments  and  supplements  to  such
registration statement,  including post-effective  amendments, all exhibits, and
all materials  incorporated by reference or explicitly deemed to be incorporated
by reference in such registration statement.

     "RESTRICTED  SECURITIES" means  "Restricted  Securities" as defined in Rule
144.

     "RULE  144" means Rule 144 under the  Securities  Act,  as such Rule may be
amended from time to time, or any similar rule or regulation  hereafter  adopted
by the SEC.

     "RULE 144A" means Rule 144A under the  Securities  Act, as such Rule may be
amended from time to time, or any similar rule or regulation  hereafter  adopted
by the SEC.

     "SEC" means the Securities and Exchange Commission.

     "SECURITIES  ACT" means the  Securities  Act of 1933,  as amended,  and the
rules and regulations promulgated by the SEC thereunder.

     "SHELF  REGISTRATION  STATEMENT"  has the meaning set forth in Section 2(a)
hereof.

     "SPECIAL  COUNSEL" means a nationally  recognized  law firm  experienced in
securities law matters  designated by the Company,  with the written  consent of
the  Initial  Purchasers  (which  shall  not  be  unreasonably  withheld),   the
reasonable  fees and  expenses of which will be paid by the Company  pursuant to
Section 5 hereof,  or one such other successor  counsel as shall be specified by
the Holders of a majority of the Registrable Securities.

     "SPECIAL   DIVIDENDS"  has  the  meaning  assigned  to  such  term  in  the
Certificate of Designations.

     "SUBSEQUENT  SHELF  REGISTRATION  STATEMENT"  has the  meaning set forth in
Section 2(b) hereof.

     "TRANSFER AGENT" means UMB Bank, N.A., the Transfer Agent for the Preferred
Stock or any successor  Transfer Agent pursuant to the terms of the  Certificate
of Designations.

     "UNDERLYING  COMMON  STOCK" means the Common Stock into which the Preferred
Stock is convertible or that is issued upon any such conversion.

     Section 2. SHELF REGISTRATION.  The Company shall prepare and file or cause
to be prepared and filed with the SEC, by the date (the "FILING  DEADLINE DATE")
ninety (90) days after the Issue Date, a Registration  Statement for an offering
to be made  on a  delayed  or  continuous  basis  pursuant  to  Rule  415 of the
Securities Act (a "SHELF  REGISTRATION  STATEMENT")  registering the resale from
time  to time by  Holders  thereof  of all of the  Registrable  Securities  (the
"INITIAL  SHELF  REGISTRATION   STATEMENT").   The  Initial  Shelf  Registration
Statement  shall  be  on  Form  S-3  or  another   appropriate  form  permitting
registration  of such  Registrable  Securities  for  resale by such  Holders  in
accordance with the methods of distribution elected by the Holders and set forth
in the Initial  Shelf  Registration  Statement.  The Company  shall use its best
efforts  to cause  the  Initial  Shelf  Registration  Statement  to be  declared
effective  under the  Securities  Act as promptly as is  practicable  but in any
event by the date (the "EFFECTIVENESS DEADLINE DATE") that is one hundred eighty
(180) days after the Issue Date,  and, to keep the  Initial  Shelf  Registration
Statement  (or  any  Subsequent  Shelf  Registration   Statement)   continuously
effective  under the Securities  Act until the  expiration of the  Effectiveness
Period.  At the  time the  Initial  Shelf  Registration  Statement  is  declared
effective,  each Holder that became a Notice  Holder on or prior to the date ten
(10)  Business  Days  prior to such  time of  effectiveness  shall be named as a
selling  securityholder  in the Initial  Shelf  Registration  Statement  and the
related  Prospectus  in such a manner as to permit such  Holder to deliver  such
Prospectus to purchasers of Registrable Securities in accordance with applicable
law.  None  of the  Company's  security  holders  (other  than  the  Holders  of
Registrable  Securities)  shall have the right to include  any of the  Company's
securities in the Shelf Registration Statement;  provided, however, that if that
if  the  proposed   transactions   contemplated  by  the  Acquisition  Agreement
(including the ancillary  agreements  thereto) and the Stock Purchase  Agreement
(each as defined in the  Offering  Memorandum  relating to the  Preferred  Stock
dated April 29, 2003 (the "OFFERING  MEMORANDUM"))  are  consummated,  any party
under any such  agreements  will not,  if  required  under  registration  rights
granted  to such any  party  by the  Company  pursuant  to such  agreements,  be
prohibited  from including such shares of Common Stock for  registration  in any
Subsequent Shelf Registration Statement required to be filed under Section 2(b).
The Company shall use commercially reasonable efforts to seek a waiver from such
parties prior to including such shares of Common Stock for  registration in such
Subsequent Shelf Registration Statement.

     (b) If the Initial Shelf  Registration  Statement or any  Subsequent  Shelf
Registration  Statement ceases to be effective for any reason at any time during
the  Effectiveness  Period  (other  than  because  all  Registrable   Securities
registered  thereunder  shall have been  resold  pursuant  thereto or shall have
otherwise ceased to be Registrable  Securities),  the Company shall use its best
efforts  to  obtain  the  prompt   withdrawal  of  any  order   suspending   the
effectiveness  thereof,  and in any event shall within  thirty (30) days of such
cessation of effectiveness  amend the Shelf  Registration  Statement in a manner
reasonably  expected  to  obtain  the  withdrawal  of the order  suspending  the
effectiveness  thereof,  or  file an  additional  Shelf  Registration  Statement
covering  all of  the  securities  that  as of  the  date  of  such  filing  are
Registrable  Securities (a  "SUBSEQUENT  SHELF  REGISTRATION  STATEMENT").  If a
Subsequent  Shelf  Registration  Statement is filed,  the Company  shall use its
commercially  reasonable best efforts to cause the Subsequent Shelf Registration
Statement to become  effective as promptly as is  practicable  after such filing
and to keep  such  Registration  Statement  (or  subsequent  Shelf  Registration
Statement) continuously effective until the end of the Effectiveness Period.

     (c) The Company shall supplement and amend the Shelf Registration Statement
if  required  by  the  rules,  regulations  or  instructions  applicable  to the
registration form used by the Company for such Shelf Registration  Statement, if
required by the  Securities  Act or as  necessary  to name a Notice  Holder as a
selling securityholder pursuant to Section (d) below.

     (d) Each  Holder  agrees  that if such  Holder  wishes to sell  Registrable
Securities pursuant to a Shelf Registration Statement and related Prospectus, it
will do so only in  accordance  with this  Section 2(d) and Section  3(i).  Each
Holder wishing to sell Registrable  Securities  pursuant to a Shelf Registration
Statement and related Prospectus agrees to deliver a Notice and Questionnaire to
the Company at least three (3) Business Days prior to any intended  distribution
of Registrable Securities under the Shelf Registration Statement. From and after
the date the Initial Shelf  Registration  Statement is declared  effective,  the
Company  shall,  as  promptly  as  practicable  after  the  date  a  Notice  and
Questionnaire  is  delivered,  and in any  event  upon the later of (x) five (5)
Business Days after such date or (y) five (5) Business Days after the expiration
of any Deferral Period in effect when the Notice and  Questionnaire is delivered
or put into effect within five (5) Business Days of such delivery date:

          (i) if required by applicable law, file with the SEC a  post-effective
     amendment to the Shelf  Registration  Statement or prepare and, if required
     by  applicable  law,  file a  supplement  to the  related  Prospectus  or a
     supplement or amendment to any document  incorporated  therein by reference
     or file any other  required  document  so that the Holder  delivering  such
     Notice and Questionnaire is named as a selling  securityholder in the Shelf
     Registration  Statement  and the related  Prospectus in such a manner as to
     permit  such  Holder  to  deliver  such  Prospectus  to  purchasers  of the
     Registrable  Securities  in  accordance  with  applicable  law and,  if the
     Company  shall file a  post-effective  amendment to the Shelf  Registration
     Statement,  use its  commercially  reasonable  best  efforts  to cause such
     post-effective  amendment to be declared effective under the Securities Act
     as promptly as is practicable, but in any event by the date (the "AMENDMENT
     EFFECTIVENESS  DEADLINE  DATE") that is forty-five (45) days after the date
     such post-effective amendment is required by this clause to be filed;

          (ii) provide such Holder  copies of any  documents  filed  pursuant to
     Section 2(d)(i); and

          (iii)  notify  such  Holder  as  promptly  as  practicable  after  the
     effectiveness  under the  Securities  Act of any  post-effective  amendment
     filed pursuant to Section 2(d)(i);

PROVIDED that if such Notice and  Questionnaire  is delivered  during a Deferral
Period,  the  Company  shall so inform the  Holder  delivering  such  Notice and
Questionnaire  and shall take the  actions  set forth in clauses  (i),  (ii) and
(iii) above upon  expiration of the Deferral  Period in accordance  with Section
3(i). Notwithstanding anything contained herein to the contrary, (i) the Company
shall be under no obligation to name any Holder that is not a Notice Holder as a
selling  securityholder in any Registration  Statement or related Prospectus and
(ii) the  Amendment  Effectiveness  Deadline Date shall be extended by up to ten
(10)  Business Days from the  expiration  of a Deferral  Period (and the Company
shall incur no obligation to pay Liquidated  Damages  during such  extension) if
such Deferral Period shall be in effect on the Amendment  Effectiveness Deadline
Date.

     (e) The parties  hereto  agree that the Holders of  Registrable  Securities
will suffer  damages,  and that it would not be feasible to ascertain the extent
of such damages with precision, if

          (i) the Initial Shelf Registration  Statement has not been filed on or
     prior to the Filing Deadline Date,

          (ii) the Initial  Shelf  Registration  Statement has not been declared
     effective  under  the  Securities  Act on or  prior  to  the  Effectiveness
     Deadline Date,

          (iii) the Company has failed to perform its  obligations  set forth in
     Section 2(d) within the time period required therein,

          (iv) any post-effective  amendment to a Shelf  Registration  Statement
     filed  pursuant  to  Section  2(d)(i)  has not become  effective  under the
     Securities Act on or prior to the Amendment Effectiveness Deadline Date,

          (v) the aggregate  duration of Deferral  Periods in any period exceeds
     the number of days permitted in respect of such period  pursuant to Section
     3(i) hereof, or

          (vi) the number of Deferral  Periods in any period  exceeds the number
     permitted in respect of such period pursuant to Section 3(i) hereof.

Each  event  described  in any of the  foregoing  clauses  (i)  through  (vi) is
individually  referred to herein as a  "REGISTRATION  DEFAULT."  For purposes of
this  Agreement,  each  Registration  Default set forth above shall begin on the
dates set forth in the table set forth below and shall continue until the ending
dates set forth in the table below:

<TABLE>
<CAPTION>
    Type of Registration
     Default by Clause                   Beginning Date                            Ending Date
----------------------------     -------------------------------          -----------------------------

          <S>                    <C>                                      <C>
           (i)                   Filing Deadline Date                     the date the Initial Shelf
                                                                          Registration Statement is filed

           (ii)                  Effectiveness Deadline Date              the date the Initial Shelf
                                                                          Registration Statement becomes
                                                                          effective under the Securities
                                                                          Act

          (iii)                  the date by which the Company is         the date the Company performs
                                 required to perform its                  its obligations set forth in
                                 obligations under Section 2(d)           Section 2(d)

           (iv)                  the Amendment Effectiveness              the date the applicable
                                 Deadline Date                            post-effective amendment to a
                                                                          Shelf Registration Statement
                                                                          becomes effective under the
                                                                          Securities Act

           (v)                   the date on which the aggregate          termination of the Deferral
                                 duration of Deferral Periods in          Period that caused the limit on
                                 any period exceeds the number of         the aggregate duration of
                                 days permitted by Section 3(i)           Deferral Periods to be exceeded

           (vi)                  the date of commencement of a            termination of the Deferral
                                 Deferral Period that causes the          Period that caused the number of
                                 number of Deferral Periods to            Deferral Periods to exceed the
                                 exceed the number permitted by           number permitted by Section 3(i)
                                 Section 3(i)
</TABLE>


     Commencing  on (and  including)  any date that a  Registration  Default has
begun  and  ending  on (but  excluding)  the  next  date on which  there  are no
Registration  Defaults that have occurred and are continuing (a "DAMAGES ACCRUAL
PERIOD"),  the Company shall pay, as liquidated damages and not as a penalty, to
Record  Holders of  Registrable  Securities an amount (the  "LIQUIDATED  DAMAGES
AMOUNT") accruing, for each day in the Damages Accrual Period, (i) in respect of
any share of Preferred Stock, as SPECIAL DIVIDENDS at the rate and in the manner
specified in the Certificate of Designation and (ii) in respect of each share of
Underlying  Common Stock, as "LIQUIDATED  DAMAGES  PAYMENTS" at a rate per annum
equal to 0.50% of the  Conversion  Price in  effect on the first day of any such
period;  PROVIDED that in the case of a Damages Accrual Period that is in effect
solely as a result of a  Registration  Default of the type  described  in clause
(iii) or (iv) of the preceding  paragraph,  such Liquidated Damages Amount shall
be paid only to the Holders (as set forth in the succeeding paragraph) that have
delivered  Notices  and  Questionnaires  that  caused  the  Company to incur the
obligations set forth in Section 2(d) the  non-performance of which is the basis
of such Registration  Default.  In calculating the Liquidated  Damages Amount on
any date on which no Preferred  Stock is outstanding,  the Conversion  Price and
the Liquidated Damages Amount shall be calculated as if the Preferred Stock were
still outstanding.  Notwithstanding the foregoing,  no Liquidated Damages Amount
shall cumulate as to any Registrable  Security from and after the earlier of (x)
the date such security is no longer a Registrable Security and (y) expiration of
the  Effectiveness  Period.  The rate of accumulation of the Liquidated  Damages
Amount with respect to any period shall not exceed the rate provided for in this
paragraph  notwithstanding  the occurrence of multiple  concurrent  Registration
Defaults.

     The  Liquidated  Damages  Amount shall  cumulate  from the first day of the
applicable  Damages Accrual Period, and shall be payable in cash on each Damages
Payment  Date  during the  Damages  Accrual  Period to the Record  Holder of the
Registrable  Securities on the record date immediately  preceding the applicable
Damages Payment Date (and on the Damages Payment Date next succeeding the end of
the  Damages  Accrual  Period if the  Damages  Accrual  Period does not end on a
Damages Payment Date) to the Record Holders of the Registrable  Securities as of
the date that such Damages Accrual Period ends; PROVIDED, that, in the case of a
Registration  Default of the type described in clause (iii) or (iv) of the first
paragraph of this Section 2(e),  such  Liquidated  Damages  Amount shall be paid
only to the Holders  entitled  thereto pursuant to such first paragraph by check
mailed to the address  set forth in the Notice and  Questionnaire  delivered  by
such Holder.  Notwithstanding  the  foregoing,  the parties  agree that the sole
damages  payable for a violation of the terms of this  Agreement with respect to
which Special  Dividends or Liquidated  Damages Payments are expressly  provided
shall be such Special Dividends or Liquidated  Damages Payments,  as applicable.
Nothing  shall   preclude  any  Holder  from  pursuing  or  obtaining   specific
performance or other equitable relief with respect to this Agreement.

     All of the  Company's  obligations  set forth in this Section 2(e) that are
outstanding  with respect to any Registrable  Security at the time such security
ceases to be a  Registrable  Security  shall survive until such time as all such
obligations   with  respect  to  such  security  have  been  satisfied  in  full
(notwithstanding  termination of this Agreement pursuant to Section 8(k)) or, in
the case of Special  Dividends  payable on any shares of Preferred Stock,  until
such shares cease to be outstanding.

     The parties hereto agree that the Special Dividends and Liquidated  Damages
Payments  provided for in this Section 2(e) constitute a reasonable  estimate of
the damages that may be incurred by Holders of Registrable  Securities by reason
of the  failure  of the Shelf  Registration  Statement  to be filed or  declared
effective  or available  for  effecting  resales of  Registrable  Securities  in
accordance with the provisions hereof.

     Section 3.  REGISTRATION  PROCEDURES.  In connection with the  registration
obligations of the Company under Section 2 hereof, the Company shall:

          (a)  Prepare  and  file  with  the  SEC a  Registration  Statement  or
     Registration  Statements on any  appropriate  form under the Securities Act
     available for the sale of the Registrable Securities by the Holders thereof
     in accordance with the intended method or methods of distribution  thereof,
     and use its best  efforts  to cause  each such  Registration  Statement  to
     become  effective and remain  effective as provided  herein;  PROVIDED that
     before filing any Registration Statement or Prospectus or any amendments or
     supplements thereto with the SEC, furnish to the Initial Purchasers and the
     Special  Counsel of such  offering,  if any,  copies of all such  documents
     proposed to be filed and use its  commercially  reasonable  best efforts to
     reflect in each such  document  when so filed with the SEC such comments as
     the Initial  Purchasers or the Special  Counsel,  if any,  reasonably shall
     propose within five (5) Business Days of the delivery of such copies to the
     Initial Purchasers and the Special Counsel.

          (b) Prepare and file with the SEC such  amendments and  post-effective
     amendments to each Registration  Statement as may be necessary to keep such
     Registration  Statement  continuously  effective for the applicable  period
     specified in Section 2(a); cause the related  Prospectus to be supplemented
     by any required prospectus  supplement,  and as so supplemented to be filed
     pursuant to Rule 424 (or any similar  provisions  then in force)  under the
     Securities Act; and use its commercially  reasonable best efforts to comply
     with the  provisions of the Securities Act applicable to it with respect to
     the disposition of all securities  covered by such  Registration  Statement
     during the Effectiveness  Period in accordance with the intended methods of
     disposition by the sellers thereof set forth in such Registration Statement
     as so amended or such Prospectus as so supplemented.

          (c) As promptly as practicable give notice to the Notice Holders,  the
     Initial  Purchasers  and the  Special  Counsel,  (i) when  any  Prospectus,
     prospectus supplement,  Registration Statement or post-effective  amendment
     to a  Registration  Statement has been filed with the SEC and, with respect
     to a Registration Statement or any post-effective  amendment, when the same
     has  been  declared   effective,   (ii)  of  any  request,   following  the
     effectiveness  of  the  Initial  Shelf  Registration  Statement  under  the
     Securities  Act,  by the SEC or any  other  federal  or state  governmental
     authority for amendments or supplements  to any  Registration  Statement or
     related Prospectus or for additional information,  (iii) of the issuance by
     the SEC or any other  federal or state  governmental  authority of any stop
     order suspending the  effectiveness  of any  Registration  Statement or the
     initiation or threatening of any proceedings for that purpose,  (iv) of the
     receipt by the Company of any  notification  with respect to the suspension
     of  the  qualification  or  exemption  from  qualification  of  any  of the
     Registrable  Securities for sale in any  jurisdiction  or the initiation or
     threatening of any proceeding for such purpose,  (v) of the occurrence of a
     Material  Event  and  (vi)  of  the  determination  by the  Company  that a
     post-effective amendment to a Registration Statement will be filed with the
     SEC,  which  notice may, at the  discretion  of the Company (or as required
     pursuant to Section 3(i)),  state that it constitutes a Deferral Notice, in
     which event the provisions of Section 3(i) shall apply.

          (d) Use its  best  efforts  to  obtain  the  withdrawal  of any  order
     suspending the effectiveness of a Registration  Statement or the lifting of
     any suspension of the  qualification  (or exemption from  qualification) of
     any of the  Registrable  Securities for sale in any  jurisdiction  in which
     they have been qualified for sale, in either case at the earliest  possible
     moment,  and provide immediate notice to each Notice Holder and the Initial
     Purchasers of the withdrawal of any such order.

          (e) If  reasonably  requested by the Initial  Purchasers or any Notice
     Holder, as promptly as practicable  incorporate in a prospectus  supplement
     or post-effective amendment to a Registration Statement such information as
     the Initial Purchasers and the Special Counsel, or such Notice Holder shall
     on the basis of an opinion of nationally-recognized  counsel experienced in
     such matters, determine to be required to be included therein by applicable
     law and  make  any  required  filings  of  such  prospectus  supplement  or
     post-effective amendment.

          (f) As promptly as  practicable  furnish to each  Notice  Holder,  the
     Special Counsel and the Initial  Purchasers,  without charge,  at least one
     (1) conformed copy of the Registration Statement and any amendment thereto,
     including  exhibits  and  all  documents   incorporated  or  deemed  to  be
     incorporated therein by reference.

          (g) During the  Effectiveness  Period,  deliver to each Notice Holder,
     the Special Counsel, if any, and the Initial Purchasers, in connection with
     any sale of Registrable  Securities  pursuant to a Registration  Statement,
     without charge,  as many copies of the Prospectus or Prospectuses  relating
     to such Registrable Securities (including each preliminary  prospectus) and
     any  amendment or supplement  thereto as such Notice Holder may  reasonably
     request; to provide a "reasonable number" of copies thereof to the New York
     Stock Exchange as  contemplated  by Rule 153 under the Securities  Act; and
     the Company  hereby  consents  (except  during such periods that a Deferral
     Notice  is  outstanding  and  has  not  been  revoked)  to the  use of such
     Prospectus or each amendment or supplement thereto by each Notice Holder in
     connection with any offering and sale of the Registrable Securities covered
     by such Prospectus or any amendment or supplement thereto in the manner set
     forth therein.

          (h)  Prior  to  any  public  offering  of the  Registrable  Securities
     pursuant to a Registration Statement,  use its commercially reasonable best
     efforts to register or qualify or cooperate with the Notice Holders and the
     Special Counsel in connection with the  registration or  qualification  (or
     exemption from such  registration  or  qualification)  of such  Registrable
     Securities for offer and sale under the securities or Blue Sky laws of such
     jurisdictions  within the United  States as any  Notice  Holder  reasonably
     requests  in  writing  (which  request  may be  included  in the Notice and
     Questionnaire);  prior to any public offering of the Registrable Securities
     pursuant  to  the  Shelf  Registration  Statement,   use  its  commercially
     reasonable best efforts to keep each such registration or qualification (or
     exemption   therefrom)   effective  during  the  Effectiveness   Period  in
     connection  with  such  Notice  Holder's  offer  and  sale  of  Registrable
     Securities  pursuant to such  registration or  qualification  (or exemption
     therefrom) and do any and all other acts or things reasonably  necessary or
     advisable  to  enable  the  disposition  in  such   jurisdictions  of  such
     Registrable Securities in the manner set forth in the relevant Registration
     Statement and the related Prospectus; PROVIDED that the Company will not be
     required  to  (i)  qualify  as a  foreign  corporation  or as a  dealer  in
     securities in any jurisdiction  where it would not otherwise be required to
     qualify but for this  Agreement or (ii) take any action that would  subject
     it to  general  service  of  process  in suits or to  taxation  in any such
     jurisdiction where it is not then so subject.

          (i) Upon (A) the  issuance by the SEC of a stop order  suspending  the
     effectiveness  of the Shelf  Registration  Statement or the  initiation  of
     proceedings with respect to the Shelf Registration  Statement under Section
     8(d) or 8(e) of the Securities  Act, (B) the occurrence of any event or the
     existence  of any  fact (a  "MATERIAL  EVENT")  as a result  of  which  any
     Registration  Statement  shall  contain any untrue  statement of a material
     fact or omit to state any material  fact  required to be stated  therein or
     necessary to make the statements therein not misleading,  or any Prospectus
     shall contain any untrue  statement of a material fact or omit to state any
     material  fact  required  to be stated  therein  or  necessary  to make the
     statements therein, in the light of the circumstances under which they were
     made,  not  misleading,  or (C) the  occurrence or existence of any pending
     corporate  development  that, in the reasonable  discretion of the Company,
     makes it appropriate to suspend the availability of the Shelf  Registration
     Statement and the related Prospectus for a discrete period of time:

               (i) in the case of clause  (B)  above,  subject  to  clause  (ii)
          below,  as promptly as  practicable  prepare  and file,  if  necessary
          pursuant  to  applicable  law,  a  post-effective  amendment  to  such
          Registration  Statement or a supplement  to the related  Prospectus or
          any  document  incorporated  therein  by  reference  or file any other
          required  document that would be  incorporated  by reference into such
          Registration  Statement  and  Prospectus  so  that  such  Registration
          Statement does not contain any untrue  statement of a material fact or
          omit to state any  material  fact  required  to be stated  therein  or
          necessary  to make the  statements  therein not  misleading,  and such
          Prospectus does not contain any untrue statement of a material fact or
          omit to state any  material  fact  required  to be stated  therein  or
          necessary  to  make  the  statements  therein,  in  the  light  of the
          circumstances   under  which  they  were  made,  not  misleading,   as
          thereafter  delivered to the purchasers of the Registrable  Securities
          being sold thereunder,  and, in the case of a post-effective amendment
          to a Registration  Statement,  subject to the next  sentence,  use its
          commercially  reasonable  best  efforts  to  cause  it to be  declared
          effective as promptly as is practicable, and

               (ii) give notice to the Notice Holders,  and the Special Counsel,
          if any, that the availability of the Shelf  Registration  Statement is
          suspended  (a  "DEFERRAL  NOTICE")  and,  upon receipt of any Deferral
          Notice,  each  Notice  Holder  agrees  not  to  sell  any  Registrable
          Securities  pursuant to the  Registration  Statement until such Notice
          Holder's receipt of copies of the  supplemented or amended  Prospectus
          provided for in clause (i) above, or until it is advised in writing by
          the Company that the Prospectus  may be used, and has received  copies
          of any additional or  supplemental  filings that are  incorporated  or
          deemed incorporated by reference in such Prospectus.

     The Company  will use its  commercially  reasonable  best efforts to ensure
that the use of the  Prospectus  may be  resumed  (x) in the case of clause  (A)
above,  as promptly as is  practicable,  (y) in the case of clause (B) above, as
soon as, in the sole judgment of the Company, public disclosure of such Material
Event would not be  prejudicial  to or contrary to the  interests of the Company
or, if necessary to avoid unreasonable burden or expense, as soon as practicable
thereafter and (z) in the case of clause (C) above, as soon as in the reasonable
discretion of the Company, such suspension is no longer appropriate. The Company
shall be entitled to exercise  its right under this  Section 3(i) to suspend the
availability  of the Shelf  Registration  Statement or any  Prospectus,  without
incurring or accruing  any  obligation  to pay  liquidated  damages  pursuant to
Section  2(e),  no more than one (1) time in any three month period or three (3)
times  in any  twelve  month  period,  and any  such  period  during  which  the
availability of the Registration  Statement and any Prospectus is suspended (the
"DEFERRAL  PERIOD")  shall,  without  incurring any obligation to pay liquidated
damages  pursuant  to  Section  2(e),  not  exceed  30 days;  PROVIDED  that the
aggregate duration of any Deferral Periods shall not exceed 30 days in any three
month period or 90 days in any twelve (12) month period.

     (j) If requested in writing in connection with a disposition of Registrable
Securities pursuant to a Registration  Statement,  make reasonably available for
inspection  during  normal  business  hours by a  representative  for the Notice
Holders  of such  Registrable  Securities,  any  broker-dealers,  attorneys  and
accountants  retained by such Notice Holders,  and any attorneys or other agents
retained  by a  broker-dealer  engaged  by such  Notice  Holders,  all  relevant
financial and other records and pertinent  corporate documents and properties of
the Company and its subsidiaries,  and cause the appropriate officers, directors
and employees of the Company and its  subsidiaries to make reasonably  available
for inspection  during normal  business hours on reasonable  notice all relevant
information  reasonably requested by such representative for the Notice Holders,
or any such  broker-dealers,  attorneys or accountants  in connection  with such
disposition,   in  each  case  as  is  customary  for  similar  "DUE  DILIGENCE"
examinations;  PROVIDED  that such persons shall first agree in writing with the
Company that any information  that is reasonably and in good faith designated by
the  Company  in  writing  as  confidential  at the  time  of  delivery  of such
information  shall be kept confidential by such persons and shall be used solely
for  the  purposes  of  exercising  rights  under  this  Agreement,  unless  (i)
disclosure of such information is required by court or  administrative  order or
is necessary to respond to inquiries of regulatory authorities,  (ii) disclosure
of such  information is required by law  (including any disclosure  requirements
pursuant  to  federal  securities  laws in  connection  with the  filing  of any
Registration  Statement  or the  use  of  any  prospectus  referred  to in  this
Agreement),  (iii) such information  becomes  generally  available to the public
other  than as a result of a  disclosure  or failure  to  safeguard  by any such
person or (iv) such  information  becomes  available  to any such  person from a
source other than the Company and such source is not bound by a  confidentiality
agreement,  and PROVIDED  FURTHER that the foregoing  inspection and information
gathering  shall, to the greatest extent  possible,  be coordinated on behalf of
all the  Notice  Holders  and the other  parties  entitled  thereto  by  Special
Counsel.

     (k) Comply with all  applicable  rules and  regulations of the SEC and make
generally available to its securityholders earning statements (which need not be
audited)  satisfying  the  provisions of Section 11(a) of the Securities Act and
Rule 158 thereunder (or any similar rule  promulgated  under the Securities Act)
for a 12-month period commencing on the first day of the first fiscal quarter of
the Company  commencing  after the effective date of a  Registration  Statement,
which  statements shall be made available no later than 45 days after the end of
the 12-month  period or 90 days if the 12-month  period  coincides with a fiscal
year of the Company.

     (l) Cooperate with each Notice Holder to facilitate the timely  preparation
and delivery of certificates  representing  Registrable Securities sold or to be
sold pursuant to a Registration Statement, which certificates shall not bear any
restrictive  legends,  and  cause  such  Registrable  Securities  to be in  such
denominations as are permitted by the Certificate of Designations and registered
in such  names as such  Notice  Holder  may  request in writing at least one (1)
Business Day prior to any sale of such Registrable Securities.

     (m) Provide a CUSIP number for all Registrable  Securities  covered by each
Registration  Statement not later than the effective  date of such  Registration
Statement and provide the Transfer  Agent and the transfer  agent for the Common
Stock with printed  certificates  for the  Registrable  Securities that are in a
form eligible for deposit with The Depository Trust Company.

     (n)  Cooperate  and  assist  in any  filings  required  to be made with the
National Association of Securities Dealers, Inc. or the New York Stock Exchange,
Inc.

     (o) Upon (i) the filing of the Initial  Shelf  Registration  Statement  and
(ii) the effectiveness of the Initial Shelf Registration Statement, announce the
same,  in each case by  release  to  Reuters  Economic  Services  and  Bloomberg
Business News or other reasonable means of distribution.

     Section 4. HOLDER'S OBLIGATIONS.  Each Holder agrees, by acquisition of the
Registrable  Securities,  that no Holder  shall be  entitled to sell any of such
Registrable  Securities  pursuant to a  Registration  Statement  or to receive a
Prospectus relating thereto, unless such Holder has furnished the Company with a
Notice and  Questionnaire as required pursuant to Section 2(d) hereof (including
the information  required to be included in such Notice and  Questionnaire)  and
the  information  set forth in the next  sentence.  Each  Notice  Holder  agrees
promptly to furnish to the Company all  information  required to be disclosed in
order to make the information previously furnished to the Company by such Notice
Holder not misleading and any other information regarding such Notice Holder and
the distribution of such Registrable  Securities as the Company may from time to
time reasonably  request.  Any sale of any Registrable  Securities by any Holder
shall  constitute  a  representation  and  warranty  by  such  Holder  that  the
information relating to such Holder and its plan of distribution is as set forth
in the Prospectus  delivered by such Holder in connection with such disposition,
that such  Prospectus  does not as of the time of such sale  contain  any untrue
statement of a material  fact relating to or provided by such Holder or its plan
of  distribution  and that such  Prospectus does not as of the time of such sale
omit to state any  material  fact  relating to or provided by such Holder or its
plan of distribution necessary to make the statements in such Prospectus, in the
light of the circumstances under which they were made, not misleading.

     Section  5.  REGISTRATION  EXPENSES.  The  Company  shall bear all fees and
expenses  incurred  in  connection  with the  performance  by the Company of its
obligations  under  Sections  2 and 3 of  this  Agreement  whether  or  not  any
Registration  Statement  is declared  effective.  Such fees and  expenses  shall
include,  without  limitation,  (i) all registration and filing fees (including,
without limitation, fees and expenses (x) with respect to filings required to be
made with the National Association of Securities Dealers, Inc. or New York Stock
Exchange  Inc. and (y) of compliance  with federal and state  securities or Blue
Sky laws (including,  without  limitation,  reasonable fees and disbursements of
the  Special  Counsel  in  connection  with  Blue  Sky   qualifications  of  the
Registrable Securities under the laws of such jurisdictions as Notice Holders of
a majority of the Registrable  Securities  being sold pursuant to a Registration
Statement may designate), (ii) printing expenses (including, without limitation,
expenses of printing certificates for Registrable  Securities in a form eligible
for deposit with The  Depository  Trust  Company),  (iii)  duplication  expenses
relating to copies of any Registration  Statement or Prospectus delivered to any
Holders  hereunder,  (iv) fees and  disbursements of counsel for the Company and
the  Special  Counsel  in  connection  with  the  Shelf  Registration  Statement
(provided that the Company shall not be liable for the fees and expenses of more
than  one  separate  firm  for  all  parties  participating  in any  transaction
hereunder),  (v) reasonable fees and  disbursements of the Transfer Agent and of
the registrar and transfer  agent for the Common Stock and (vi)  Securities  Act
liability insurance obtained by the Company in its sole discretion. In addition,
the Company shall pay the internal expenses of the Company  (including,  without
limitation, all salaries and expenses of officers and employees performing legal
or accounting  duties),  the expense of any annual audit,  the fees and expenses
incurred  in  connection  with the  listing by the  Company  of the  Registrable
Securities on any securities exchange on which similar securities of the Company
are then  listed and the fees and  expenses  of any  person,  including  special
experts, retained by the Company. Notwithstanding the provisions of this Section
5, each seller of  Registrable  Securities  shall pay selling  expenses  and all
registration expenses to the extent required by applicable law.

     Section 6. INDEMNIFICATION.

     (a)  INDEMNIFICATION  BY THE COMPANY.  The Company shall indemnify and hold
harmless  each Notice  Holder and each  person,  if any, who controls any Notice
Holder (within the meaning of either Section 15 of the Securities Act or Section
20 of the Exchange Act) from and against any and all losses, claims, damages and
liabilities  (including,   without  limitation,  any  legal  or  other  expenses
reasonably  incurred in  connection  with  defending or  investigating  any such
action or claim)  (collectively,  "LOSSES")  caused by any untrue  statement  or
alleged  untrue  statement  of a material  fact  contained  in any  Registration
Statement or any amendment thereof, any preliminary prospectus or the Prospectus
(as amended or  supplemented  if the Company shall have furnished any amendments
or supplements  thereto), or caused by any omission or alleged omission to state
therein a material fact  required to be stated  therein or necessary to make the
statements therein in light of the circumstances  under which they were made not
misleading,  except  insofar  as such  Losses  are  caused  by any  such  untrue
statement  or  omission  or alleged  untrue  statement  or  omission  based upon
information relating to the Holders furnished to the Company in writing by or on
behalf of a Holder or any underwriter (in the case of an underwritten  offering)
expressly for use therein; PROVIDED that if any Losses arise out of or are based
upon an untrue statement, alleged untrue statement, omission or alleged omission
contained  in any  preliminary  prospectus  that  did not  appear  in the  final
prospectus, the Company shall not have any liability with respect thereto to any
Holder if any  Holder  delivered  a copy of the  preliminary  prospectus  to the
person  alleging  such  Losses  and  failed  to  deliver  a copy  of  the  final
prospectus,  as amended or supplemented if it has been amended or  supplemented,
to such  person  at or prior  to the  written  confirmation  of the sale to that
person.

     (b)  INDEMNIFICATION  BY HOLDERS.  Each  Holder  agrees  severally  and not
jointly to  indemnify  and hold  harmless  the  Company,  the  directors  of the
Company,  the officers of the Company who sign the Registration  Statement,  and
each person,  if any,  who  controls  the Company  (within the meaning of either
Section  15 of the  Securities  Act or  Section  20 of the  Exchange  Act)  each
underwriter and each person who controls any  underwriter  within the meaning of
the  Securities  Act (in the case of an  underwritten  offering),  and any other
Holder,  from and against all Losses  caused by any untrue  statement or alleged
untrue statement of a material fact contained in any  Registration  Statement or
any amendment thereof, any preliminary  prospectus or the Prospectus (as amended
or   supplemented  if  the  Company  shall  have  furnished  any  amendments  or
supplements thereto) caused by any omission or alleged omission to state therein
a  material  fact  required  to be  stated  therein  or  necessary  to make  the
statements  therein  not  misleading,  but only with  reference  to  information
relating to such Holder  furnished  to the Company in writing by or on behalf of
such Holder expressly for use in such  Registration  Statement,  any preliminary
prospectus, the Prospectus or any amendments or supplements thereto. In no event
shall the liability of any Holder hereunder be greater in amount than the dollar
amount of the proceeds  received by such Holder upon the sale of the Registrable
Securities   pursuant  to  the  Registration   Statement  giving  rise  to  such
indemnification obligation.

     (c)  CONDUCT  OF  INDEMNIFICATION   PROCEEDINGS.  In  case  any  proceeding
(including any  governmental  investigation)  shall be instituted  involving any
person in respect of which  indemnity may be sought  pursuant to Section 6(a) or
6(b) hereof,  such person (the  "INDEMNIFIED  PARTY") shall promptly  notify the
person against whom such indemnity may be sought (the  "INDEMNIFYING  PARTY") in
writing and the indemnifying party, upon request of the indemnified party, shall
retain counsel reasonably satisfactory to the indemnified party to represent the
indemnified  party and any others the  indemnifying  party may designate in such
proceeding and shall pay the fees and  disbursements  of such counsel related to
such proceeding.  In any such proceeding,  any indemnified  party shall have the
right to retain its own counsel, but the fees and expenses of such counsel shall
be at the expense of such indemnified  party unless (i) the  indemnifying  party
and the  indemnified  party shall have mutually  agreed to the retention of such
counsel  or (ii)  the  named  parties  to any  such  proceeding  (including  any
impleaded parties) include both the indemnifying party and the indemnified party
and  representation  of both parties by the same counsel would be  inappropriate
due to actual or potential  differing  interests  between them. It is understood
that the  indemnifying  party shall not, in respect of the legal expenses of any
indemnified  party in connection  with any proceeding or related  proceedings in
the same  jurisdiction,  be liable  for the fees and  expenses  of more than one
separate  firm (in  addition  to any  local  counsel)  for all  Holders  and all
persons,  if any, who control any Holder within the meaning of either Section 15
of the  Securities  Act or Section 20 of the  Exchange Act and (ii) the fees and
expenses of more than one separate  firm (in addition to any local  counsel) for
the Company, its directors, its officers who sign the Registration Statement and
each person,  if any, who controls the Company within the meaning of either such
Section,  and that all such fees and expenses  shall be  reimbursed  as they are
incurred. In the case of any such separate firm for the Holders and such control
persons of any Holders,  such firm shall be designated in writing by the Holders
of a majority  (with  Holders of Preferred  Stock deemed to be the Holders,  for
purposes of  determining  such  majority,  of the number of shares of Underlying
Common Stock into which such  Preferred  Stock are or would be convertible as of
the date on which  such  designation  is  made)  of the  Registrable  Securities
covered  by the  Registration  Statement  held by Holders  that are  indemnified
parties  pursuant to Section 6(a). In the case of any such separate firm for the
Company, and such directors,  officers and control persons of the Company,  such
firm shall be designated in writing by the Company. The indemnifying party shall
not be liable for any settlement of any proceeding  effected without its written
consent,  but if settled with such  consent or if there be a final  judgment for
the plaintiff,  the indemnifying party agrees to indemnify the indemnified party
from and against any loss or liability by reason of such settlement or judgment.
Notwithstanding  the foregoing  sentence,  if at any time an  indemnified  party
shall have requested an indemnifying  party to reimburse the  indemnified  party
for fees and  expenses  of  counsel  as  contemplated  by the  second  and third
sentences  of this  paragraph,  the  indemnifying  party agrees that it shall be
liable for any settlement of any proceeding effected without its written consent
if (i) such  settlement  is entered into more than 30 days after receipt by such
indemnifying  party of the aforesaid  request and (ii) such  indemnifying  party
shall not have reimbursed the indemnified  party in accordance with such request
prior to the date of such settlement.  No indemnifying party shall,  without the
prior written  consent of the  indemnified  party,  effect any settlement of any
pending or threatened proceeding in respect of which any indemnified party is or
could have been a party and indemnity  could have been sought  hereunder by such
indemnified party, unless such settlement  includes an unconditional  release of
such indemnified  party from all liability on claims that are the subject matter
of such proceeding.

     (d) CONTRIBUTION.  To the extent that the  indemnification  provided for in
Section 6(a) or 6(b) is unavailable to an indemnified  party or  insufficient in
respect of any Losses referred to therein,  then each  indemnifying  party under
such paragraph, in lieu of indemnifying such indemnified party thereunder, shall
contribute to the amount paid or payable by such  indemnified  party as a result
of such Losses (i) in such  proportion as is appropriate to reflect the relative
benefits  received by the indemnifying  party or parties on the one hand and the
indemnified  party  or  parties  on the  other  hand  from the  offering  of the
Registrable Securities or (ii) if the allocation provided by clause (i) above is
not permitted by applicable law, in such proportion as is appropriate to reflect
not only the  relative  benefits  referred  to in clause  (i) above but also the
relative fault of the  indemnifying  party or parties on the one hand and of the
indemnified party or parties on the other hand in connection with the statements
or  omissions  that  resulted  in such  Losses,  as well as any  other  relevant
equitable considerations. Benefits received by the Company shall be deemed to be
equal to the total net  proceeds  from the  initial  placement  pursuant  to the
Placement Agreement (after deducting expenses) of the Registrable  Securities to
which such Losses relate.  Benefits received by any Holder shall be deemed to be
equal to the value of receiving Registrable Securities that are registered under
the  Securities  Act. The relative  fault of the Holders on the one hand and the
Company on the other hand shall be  determined  by  reference  to,  among  other
things, whether the untrue or alleged untrue statement of a material fact or the
omission or alleged  omission to state a material  fact  relates to  information
supplied  by or on behalf of the  Holders or by the  Company,  and the  parties'
relative intent, knowledge,  access to information and opportunity to correct or
prevent such  statement or omission.  The  Holders'  respective  obligations  to
contribute  pursuant  to  this  paragraph  are  several  in  proportion  to  the
respective  number  of  Registrable  Securities  they have  sold  pursuant  to a
Registration Statement, and not joint.

     The  parties  hereto  agree  that it  would  not be just  or  equitable  if
contribution  pursuant  to  this  Section  6(d)  were  determined  by  PRO  RATA
allocation  (even if the Holders were treated as one entity for such purpose) or
by any other method of  allocation  that does not take account of the  equitable
considerations  referred to in the immediately  preceding paragraph.  The amount
paid or payable by an indemnified party as a result of the Losses referred to in
the immediately  preceding paragraph shall be deemed to include,  subject to the
limitations set forth above, any legal or other expenses  reasonably incurred by
such  indemnified  party in connection with  investigating or defending any such
action or claim.  Notwithstanding  this Section 6(d), an indemnifying party that
is a selling  Holder shall not be required to contribute any amount in excess of
the amount by which the total price at which the Registrable  Securities sold by
such indemnifying party and distributed to the public were offered to the public
exceeds the amount of any damages  that such  indemnifying  party has  otherwise
been  required to pay by reason of such untrue or alleged  untrue  statement  or
omission or alleged omission.  No person guilty of fraudulent  misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution   from  any  person   who  was  not   guilty  of  such   fraudulent
misrepresentation. The remedies provided for in this Section 6 are not exclusive
and shall not limit any rights or remedies  which may  otherwise be available to
any indemnified party at law or in equity.

     (e) The indemnity,  contribution and expense  reimbursement  obligations of
the parties  hereunder  shall be in addition to any  liability  any  indemnified
party may otherwise have hereunder, under the Placement Agreement or otherwise.

     (f) The indemnity and contribution  provisions  contained in this Section 6
shall  remain  operative  and in full  force and  effect  regardless  of (i) any
termination of this Agreement,  (ii) any  investigation  made by or on behalf of
any  Holder  or any  person  controlling  any  Holder,  or the  Company,  or the
Company's  officers or directors or any person controlling the Company and (iii)
the sale of any Registrable Securities by any Holder.

     Section 7. INFORMATION REQUIREMENTS.  The Company covenants that, if at any
time  before the end of the  Effectiveness  Period the Company is not subject to
the  reporting  requirements  of the Exchange  Act, it will  cooperate  with any
Holder and take such  further  reasonable  action as any  Holder may  reasonably
request  in writing  (including,  without  limitation,  making  such  reasonable
representations  as any such Holder may reasonably  request),  all to the extent
required from time to time to enable such Holder to sell Registrable  Securities
without  registration  under the  Securities  Act within the  limitation  of the
exemptions  provided  by Rule 144 and Rule  144A  under the  Securities  Act and
customarily taken in connection with sales pursuant to such exemptions. Upon the
written  request of any  Holder,  the  Company  shall  deliver to such  Holder a
written  statement as to whether it has complied with such filing  requirements,
unless such a statement has been  included in the  Company's  most recent report
filed  pursuant to Section 13 or Section 15(d) of Exchange Act.  Notwithstanding
the foregoing,  nothing in this Section 7 shall be deemed to require the Company
to  register  any of its  securities  (other  than the Common  Stock)  under any
section of the Exchange Act.

     Section 8. MISCELLANEOUS.

     (a) NO CONFLICTING AGREEMENTS. The Company is not, as of the date hereof, a
party to, nor shall it, on or after the date of this Agreement,  enter into, any
agreement with respect to its securities  that conflicts with the rights granted
to the Holders in this Agreement.  The Company  represents and warrants that the
rights  granted to the Holders  hereunder  do not in any way  conflict  with the
rights  granted  to the  holders  of the  Company's  securities  under any other
agreements.

     (b) AMENDMENTS AND WAIVERS. The provisions of this Agreement, including the
provisions of this sentence, may not be amended,  modified or supplemented,  and
waivers or consents to departures  from the provisions  hereof may not be given,
unless the Company has obtained the written  consent of Holders of a majority of
the then outstanding Underlying Common Stock constituting Registrable Securities
(with Holders of Preferred Stock deemed to be the Holders,  for purposes of this
Section,  of the number of  outstanding  shares of Underlying  Common Stock into
which such  Preferred  Stock is or would be  convertible as of the date on which
such consent is requested).  Notwithstanding the foregoing,  a waiver or consent
to depart  from the  provisions  hereof with  respect to a matter  that  relates
exclusively to the rights of Holders whose securities are being sold pursuant to
a  Registration  Statement and that does not directly or  indirectly  affect the
rights of other  Holders  may be given by Holders of at least a majority  of the
Registrable  Securities being sold by such Holders pursuant to such Registration
Statement;  PROVIDED,  that the  provisions of this sentence may not be amended,
modified,  or  supplemented  except in  accordance  with the  provisions  of the
immediately   preceding   sentence.   Each  Holder  of  Registrable   Securities
outstanding at the time of any such amendment, modification,  supplement, waiver
or consent or  thereafter  shall be bound by any such  amendment,  modification,
supplement, waiver or consent effected pursuant to this Section 8(b), whether or
not any notice,  writing or marking  indicating  such  amendment,  modification,
supplement,  waiver or  consent  appears  on the  Registrable  Securities  or is
delivered to such Holder.

     (c) NOTICES. All notices and other communications provided for or permitted
hereunder shall be made in writing by hand delivery,  by telecopier,  by courier
guaranteeing   overnight   delivery  or  by  first-class  mail,  return  receipt
requested,  and shall be deemed given (i) when made,  if made by hand  delivery,
(ii) upon confirmation,  if made by telecopier, (iii) one (1) Business Day after
being deposited with such courier,  if made by overnight  courier or (iv) on the
date  indicated on the notice of receipt,  if made by  first-class  mail, to the
parties as follows:

          (i) if to a Holder,  at the most current  address given by such Holder
     to the Company in a Notice and Questionnaire or any amendment thereto;

          (ii) if to the Company, to:

                Kansas City Southern
                P.O. Box 219335
                Kansas City, Missouri 64121-9335
                Attention: Corporate Secretary's Office
                Telephone: (816) 983-1538

                with a copy to:
                Sonnenschein Nath & Rosenthal
                4250 Main Street, Suite 1100
                Kansas City, MO  64111
                Attention: John Marvin

          (iii) if to the Initial Purchasers, to:

                Morgan Stanley & Co. Incorporated
                Deutsche Bank Securities Inc.

                c/o Morgan Stanley & Co. Incorporated
                1585 Broadway
                New York, New York 10036
                Attention: Equity Capital Markets
                Telecopy No.: (212) 761-0538

or to such other address as such person may have  furnished to the other persons
identified in this Section 8(c) in writing in accordance herewith.

     (d)  APPROVAL OF HOLDERS.  Whenever the consent or approval of Holders of a
specified   percentage  of   Registrable   Securities  is  required   hereunder,
Registrable  Securities  held by the Company or its  affiliates (as such term is
defined in Rule 405 under the Securities Act) (other than the Initial Purchasers
or  subsequent  Holders  if  such  subsequent  Holders  are  deemed  to be  such
affiliates  solely by reason of their holdings of such  Registrable  Securities)
shall not be counted in  determining  whether such consent or approval was given
by the Holders of such required percentage.

     (e)  SUCCESSORS  AND  ASSIGNS.  Any person who  purchases  any  Registrable
Securities  from the Initial  Purchasers  shall be deemed,  for purposes of this
Agreement,  to be an assignee of the Initial  Purchasers.  This Agreement  shall
inure to the benefit of and be binding upon the  successors  and assigns of each
of the parties and shall inure to the benefit of and be binding upon each Holder
of any Registrable Securities.

     (f)  COUNTERPARTS.  This  Agreement  may  be  executed  in  any  number  of
counterparts and by the parties hereto in separate  counterparts,  each of which
when so executed  shall be deemed to be original and all of which taken together
shall constitute one and the same agreement.

     (g)  HEADINGS.  The  headings  in this  Agreement  are for  convenience  of
reference only and shall not limit or otherwise affect the meaning hereof.

     (h)  GOVERNING  LAW. THIS  AGREEMENT  SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

     (i) SEVERABILITY.  If any term, provision,  covenant or restriction of this
Agreement is held to be invalid,  illegal, void or unenforceable,  the remainder
of the terms,  provisions,  covenants  and  restrictions  set forth herein shall
remain in full  force and effect and shall in no way be  affected,  impaired  or
invalidated  thereby,  and the  parties  hereto  shall  use  their  commercially
reasonable  best efforts to find and employ an alternative  means to achieve the
same or  substantially  the  same  result  as that  contemplated  by such  term,
provision, covenant or restriction, it being intended that all of the rights and
privileges of the parties shall be enforceable  to the fullest extent  permitted
by law.

     (j) ENTIRE AGREEMENT.  This Agreement is intended by the parties as a final
expression  of their  agreement  and is intended to be a complete and  exclusive
statement of the agreement and understanding of the parties hereto in respect of
the subject matter contained  herein and the registration  rights granted by the
Company with respect to the  Registrable  Securities.  Except as provided in the
Placement  Agreement,  there  are  no  restrictions,   promises,  warranties  or
undertakings,  other than those set forth or referred to herein, with respect to
the  registration  rights granted by the Company with respect to the Registrable
Securities.  This  Agreement  supersedes all prior  agreements and  undertakings
among the parties  with  respect to such  registration  rights.  No party hereto
shall have any rights,  duties or obligations other than those  specifically set
forth in this Agreement.  In no event will such methods of distribution take the
form of an underwritten offering of the Registrable Securities without the prior
agreement of the Company.

     (k)  TERMINATION.  This  Agreement  and  the  obligations  of  the  parties
hereunder shall terminate upon the end of the Effectiveness  Period,  except for
any  liabilities  or  obligations  under  Section  4,  5 or  6  hereof  and  the
obligations to make payments of and provide for special  dividends or liquidated
damages  payments under Section 2(e) hereof to the extent such damages  cumulate
prior to the end of the  Effectiveness  Period,  each of which  shall  remain in
effect in accordance with its terms.

<PAGE>

     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first written above.

                              KANSAS CITY SOUTHERN



                              By  /S/ GERALD K. DAVIES
                                 ---------------------------------------------
                                   Name:  Gerald K. Davies
                                   Title:    Executive Vice President & COO


Confirmed and accepted as of
the date first above written:

MORGAN STANLEY & CO. INCORPORATED


By  /S/ KENNETH G. POTT
   ----------------------------------------
     Name:  Kenneth G. Pott
     Title:   Managing Director


DEUTSCHE BANK SECURITIES INC.


By  /S/ JAMES L. HAMILTON
   ----------------------------------------
     Name:  James L. Hamilton
     Title:   Managing Director