KCS Amendments

Mr. May:
I am working with Lisa Mellencamp on this matter and I just wanted to let you
know that we will be sending you sometime tomorrow a completed draft of the
amendment to the financial derivative and physical agreements that we want
the Court to approve. The purpose of the amendment is to expand our setoff
rights and to add additional events of default/termination events that relate
to events that may occur during the bankruptcy proceeding. We will be out of
the office the rest of the week at our legal conference but you can leave me
or Lisa a voice mail message with any comments or questions that you may
have. My number is 713-853-3989.
Enclosed is a preliminary draft that just deals with the financial
derivative agreement. Another lawyer in our group is handling the physical
agreement amendments.

Carol St. Clair