EXPLANATORY NOTE

The  following  material is a script to be used in telephone  calls by the proxy
soliciting  firm engaged by Kansas City Southern in connection  with its Special
Meeting  of  Stockholders  to be held on March  29,  2005,  and is  being  filed
pursuant to Rule 14a-6(c).


SCRIPT

o    Hi my name is                        .  I'm  calling  on  behalf of  Kansas
                    ----------------------
     City Southern  regarding the Special Meeting of  Stockholders  called to be
     held on March  29,  2005.  The  purpose  of my call is to let you know that
     proxy material regarding the special meeting was recently mailed to you and
     to remind you to vote your shares.

o    You can help the company save the cost of a second,  reminder  mailing,  by
     promptly returning the enclosed proxy.

o    The Board of Directors has recommended that  shareholders  vote in favor of
     the transaction as further described in the proxy statement.


1.   Did you receive your Proxy from Kansas City Southern in the mail?

          [ ] Yes - Voted
          [ ] Yes - Will Vote
          [ ] Yes - Will Not Vote
          [ ] No - Will Vote
          [ ] No - Will Not Vote
          [ ] Don't know - continue
          [ ] Refused - terminate call

     1a.  Could you please take a moment to verify your mailing  information  so
     that we can confirm the information was mailed to the correct address.

               [ ] Yes - continue
               [ ] No - terminate call

     1b. I have your address as:

               Address
                        --------------------------------------------------------
               Is this correct? [ ] Yes     [ ] No - make
               correction
                         -------------------------------------------------------
               City
                   -------------------------------------------------------------

               Is this correct? [ ] Yes     [ ] No - make
               correction
                         -------------------------------------------------------

               State
                    ------------------------------------------------------------

               Is this correct? [ ] Yes     [ ] No - make
               correction
                         -------------------------------------------------------

               Zip
                  --------------------------------------------------------------

               Is this correct? [ ] Yes     [ ] No - make
               correction
                         -------------------------------------------------------

Thank you very much for your time and for giving this proxy material your prompt
attention.