Dear Gentlemen:

We understand that subsequent to action taken in July by the Board of Supervisors of Warren County, Mississippi (the “County”), the owner of the Mississippi River Bridge at Vicksburg (the “Bridge”), releasing the Vicksburg Bridge Commission (the “Commission”) from a directive imposed in 1999 requiring the Commission to make every effort to reopen the vehicular roadbed of the Bridge to two-way vehicular traffic, the Commission has employed HNTB Engineering to develop plans to convert the vehicular roadbed portion of the Bridge to a recreational park for pedestrians and cyclists. The purpose of this letter is to inform you that, on behalf of our client, The Kansas City Southern Railway Company (the “Railroad” or “KCSR”), the lessee of the rail portion of the Bridge, KCSR will not approve the use of the vehicular portion of the Bridge as a park.

KCSR has always beern a good corporate citizen of Warren County and the City of Vicksburg (the “City”). Recently, the Railroad agreed to a memorandum of understanding with the City that will allow the City to develop an exciting new tourist destination at the old depot site in downtown Vicksburg. This memorandum outlined sveral positive steps to resolve a number of issues to the benefit of both the Railroad and the City. In addition, KCSR will contribute to the completion of tbe City’s redevelopment of the entire riverfront, which would be a much better place for tax dollars to be spent for a concentration of tourist attractions and visitor amenities than the dangerous park proposal for the Mississippi River Bridge. KCSR looks forward to working closely with both the County and the City on this riverfront project and other efforts to facilitate economic development in Warren County.

The Bridge is a vital link in KCSR’s east/west rail traffic and is critical to its operations. Recognizing the responsibilities inherent in a commercial railroad industry, the Railroad maintains as its foremost concern in its operations the safety of the public and its personnel. KCSR feels strongly that converting the vehicular portion of the Bridge that has historically been utilized by motorists to a park for pedestrians and cyclists (i) will expose those individuals who frequent the park to risk that is neither necessary nor advisable, (ii) will increase hazards to the Railroad and its personnel and (iii) will interfere with the Railroad’s use of the Bridge.

The Commission itself has in the past acknowledged and recognized the potential exposure the County and Commission may have with respect to the Bridge without a park as the Commission stated in its resolution dated May 21, 1997, there is increased exposure in liability suits in Mississippi. That resolution states in part:

The exposure to liability suits in Mississippi is limited to $50,000 per occurrence until July 1, 1997. On that date that exposure increases to $250,000 per occurrence. On July 1, 2001, the exposure increases to $500,000 per occurrence. The exposure for accidents occurring in Louisiana is possibly not subject to the limitation of liability provided for sovereign immunity under the laws of the State of Mississippi, and therefore liability for Louisiana could be unlimited. In all likelihood there is no sovereign immunity or limitation of liability for the brige in Louisiana. More than half of the bridge is located in Louisiana.

That exposure will be greater with the vehicular portion opened to the general public’s use as a recreational area. Also, according to the resolution, the carrier for liability and casualty insurance that the County has been able to secure will not insure the Bridge.

While KCSR has taken and will continue to take all reasonable and prudent precautions to conduct its operations in a manner that is safe to individuals and property, it cannot totally eliminate all potential risk. Efforts today throughout the nation are focused on decreasing vulnerable areas where potential railroad-related accidents and injuries, both to the public and to railroad personnel, are apt to occur. Creating a park adjacent to an active commercial railroad in the confined space of a bridge ignores obvious safety issues and reverses the tide of placing the safety of individuals at the forefront of public decision-making.

Furthermore, the conversion of the vehicular portion of the Bridge to a park creates a significant and unnecessary security concern. As you know, the Bridge is the only railroad bridge over the Mississippi River between Memphis and Baton Rouge. It therefore represents a critical rail asset, not only to KCSR but also to the nation’s other rail carriers and shippers that use KCSR to interchange east/west freight traffic. Because of the unique role played by the Bridge, KCSR and various law enforcement agencies take additional security measures in the vicinity of the Bridge when the nation’s alert level is raised. In short, in a post September 11, 2001, world, it would be wholly inconsistent with appropriate security measures to allow members of the public to have pedestrian access to this critical clement of the nation’s rail infrastructure.

Based on the safety concerns, KCSR feels strongly that converting the vehicular portion of the Bridge to a recreational park for pedestrians and cyclists is ill advised because it results in placing a tourist attraction in the midst of a commercial operation involving potentially dangerous equipment. Historically, the potential danger of such a commercial operation, both to the public and railroad personnel, has always been recognized and steps have been taken to limit the exposure to such potential danger. For example, railroad crossings are eliminated whenever possible, hardhats and other special clothing are required when entering a railroad yard and only those with expertise and experience are allowed to work near a train. Even insurance companies require special insurance for people working within 50 feet of a railroad track. The County and the Comission should not expose the public or the Railroad’s personnel to that potential danger by establishing a park. The public characterizes a park or tourist attraction as a benign and enjoyable destination. The County and the Commission have a duty to protect the public; neither body should mislead the public into thinking a park within a very few feet of a potentially dangerous commercial operation is safe for family outings.

Furthermore and of major significance, by establishing a park on the vehicular portion of the Bridge, the County will have made material changes to the Bridge lease between the Railroad and the County (the “Lease”) without any input from or the approval of the Railroad. For example, Section Six of the Lease states that “the Bridge Company [the County] will construct, maintain and operate a combined highway and railroad bridge.” Especially important is Section Eight of the Lease that reads as follows:

The Bridge Company covenants and agrees that no change in nor use of said bridge, its approaches and/or connections shall at any time be made or permitted to be made by it that will obstruct, endanger or unreasonably interfere with or delay the Lessee [the Railroad] in the use of the porton hereby demised of said bridge, approaches and/or connections for railroad purposes …. The Bridge Company further covenants and agrees that no … appliance or structure shall during the term of this lease be attached to or connected with said bridge, its appoaches and/or connections, in any manner or place that will… increase the hazards of or interfere with the use of said bridge by the Lessee, without in each case the approval of the lessee….