EX-10.2






KANSAS CITY SOUTHERN




1991 AMENDED AND RESTATED STOCK OPTION




AND PERFORMANCE AWARD PLAN

(As Amended and Restated Effective as of May 5, 2005)




RESTRICTED SHARES AWARD AGREEMENT




By this Agreement, Kansas City Southern, a Delaware corporation (the “Company”), awards
to you, [Name], a Director of the Company or a Subsidiary, as Grantee, that number of shares
(“Restricted Shares”) of the Company’s Common Stock, $.01 par value, set forth below, subject to
the terms and conditions set forth below and in the attached Exhibit A hereto and in the Kansas
City Southern 1991 Amended and Restated Stock Option and Performance Award Plan (As Amended and
Restated Effective as of May 5, 2005), as may from time to time be amended (the “Plan”), all of
which are an integral part of this Agreement.



Grant Date [Date]


Number of Restricted Shares [No. of Shares]


Period of Restriction Commencing on [Grant Date] and Ending on Earlier of (a) [One year from the
Grant Date] or (b) the day prior to the Annual Meeting of Shareholders held in [Next Year]



The Award evidenced by this Agreement shall not be effective until you have indicated your
acceptance of this Agreement by signing one copy of this Agreement in the space provided below and
returning it to the Corporate Secretary’s Office, in the envelope provided, within ten (10) days
after your receipt of this Agreement from the Company. You should retain one copy of this
Agreement for your records.




Kansas City Southern




By:




Jay M. Nadlman


Associate General Counsel &


Corporate Secretary



ACCEPTED AND AGREED:



[Name of Grantee]


[Address]


[City, State, Zip]



Dated: , 200_



EXHIBIT A

to

RESTRICTED SHARES AWARD AGREEMENT




1. Plan Governs. The Award and this Agreement are subject to the terms and
conditions of the Plan. The Plan is incorporated in this Agreement by this reference. All
capitalized terms used in this Agreement have the meaning set forth in the Plan unless otherwise
defined in this Agreement. By executing this Agreement, you acknowledge receipt of a copy of the
Plan and the prospectus covering the Plan and you acknowledge that the Award is subject to all the
terms and provisions of the Plan. You further agree to accept as binding, conclusive and final all
decisions and interpretations by the Plan Committee with respect to any questions arising under the
Plan.



2. Payment. The Restricted Shares are awarded to you without requirement of
payment.



3. Transfer Restrictions. Until the restrictions lapse, the Restricted Shares may
not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by you,
and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance
shall be void and unenforceable; provided that the designation of a beneficiary pursuant to Article
11 of the Plan shall not constitute an assignment, alienation, pledge, attachment, sale, transfer
or encumbrance. Certificates will be transferred to you only as provided in paragraph 4 of this
Exhibit A.



4. Certificates. You will receive certificates for your Restricted Shares after the
restrictions have lapsed. Until the restrictions lapse, your Restricted Shares either will be
evidenced by certificates held by or on behalf of the Company (in which case you will sign and
deliver to the Company a stock power relating to the Restricted Shares so that the Company may
cancel the Restricted Shares in the event of forfeiture), or the Restricted Shares will be
reflected in a book-entry form or other account maintained by the Company, as determined by the
Company.



5. Rights as Stockholder. During the Period of Restriction you will have all of the
rights of a stockholder of the Company with respect to the Restricted Shares.



6. Lapse of Restrictions. The Restricted Shares will no longer be subject to
restrictions upon the first of the following events to occur:



(a) The end of the Period of Restriction, provided your Termination of Affiliation does not
occur prior to that date; or




(b) Your Termination of Affiliation due to your death; or




(c) Your Termination of Affiliation due to your Disability; or




(d) A Change of Control.



7. Forfeiture. If you have a Termination of Affiliation (other than due to death or
Disability) prior to any of the events specified in paragraph 6 of this Exhibit A, then you will
forfeit your Restricted Shares upon such Termination of Affiliation. All of your rights to and
interest in any Restricted Shares that are forfeited under this paragraph 7 will terminate upon
forfeiture. You agree to immediately repay to the Company all dividends, if any, paid in cash or
in stock with respect to your forfeited Restricted Shares. For purposes of this paragraph 7, if
you are a director of a corporation that is a Subsidiary of the Company, you will be deemed to have
had a Termination of Affiliation as of the first day on which such corporation ceases to be a
Subsidiary of the Company.



8. Tax Withholding. As of any date that your Restricted Shares would no longer be
forfeited if you were to have a Termination of Affiliation on such date, or as of any other date
that a Required Withholding liability occurs, you must remit the minimum amount necessary to
satisfy the Required Withholding relating to your Restricted Shares. The Committee may require you
to satisfy the Required Withholding by any (or a combination) of the following means: (i) a cash
payment; (ii) withholding from compensation otherwise payable to you; (iii) authorizing the Company
to withhold from your Restricted Shares a number of Shares having a Fair Market Value less than or
equal to the Required Withholding; or (iv) delivering to the Company Mature Shares having a Fair
Market Value less than or equal to the amount of the Required Withholding. The Committee may, but
is not required to, approve your irrevocable election made prior to the time the Required
Withholding liability occurs to have the Company withhold from your Restricted Shares a number of
Shares having a Fair Market Value less than or equal to the Required Withholding. The Company will
not deliver your certificates for your Restricted Shares unless you remit (or in appropriate cases
agree to remit) the Required Withholding relating to your Restricted Shares as described above.



9. Notices. Any notice to be given under the terms of this Agreement to the Company
shall be addressed to the Company in care of its Secretary. Any notice to be given to you shall be
addressed to you at the address listed in the Company’s records. By written notice referencing
this paragraph of this Agreement, either party may designate a different address for notices. Any
notice under this Agreement to the Company shall become effective upon receipt by the Company. Any
notice under this Agreement to you will be deemed to have been delivered to you when delivered in
person or when deposited in the United States mail, addressed to you at your address on the
shareholder records of the Company, or such other address as you have designated under this
paragraph.



10. Tax Consultation. Your signature on this Agreement means that you understand
that you may incur tax consequences as of any date that your Restricted Shares would no longer be
forfeited if you were to have a Termination of Affiliation on such date. You agree to consult with
any tax consultants you think advisable in connection with the Restricted Shares and you
acknowledge that you are not relying, and will not rely, on the Company for any tax advice. Please
see Section 16.2 of the Plan regarding Code Section 83(b) elections.



11. Amendment. The Company reserves the right to amend the Plan at any time. The
Committee reserves the right to amend this Agreement at any time.



12. Severability. If any part of this Agreement is declared by any court or
governmental authority to be unlawful or invalid, such unlawfulness or invalidity shall not serve
to invalidate any part of this Agreement not declared to be unlawful or invalid. Any part so
declared unlawful or invalid shall, if possible, be construed in a manner which gives effect to the
terms of such part to the fullest extent possible while remaining lawful and valid.



13. Applicable Law. This Agreement shall be governed by the laws of the State of
Delaware other than its laws respecting choice of law.



14. Headings. Headings are provided herein for convenience only and are not to serve
as a basis for interpretation or construction of this Agreement.