EX-10.1






AMENDMENT AGREEMENT TO THE INDIVIDUAL INDEFINITE EMPLOYMENT CONTRACT OF APRIL 20, 2006,
ENTERED INTO BY THE PARTY OF KANSAS CITY SOUTHERN DE MÉXICO, S.A. DE C.V., REPRESENTED HEREIN BY
MR. CRISTIAN LOUSTAUNAU ARMAS, IN HIS CAPACITY AS ATTORNEY IN FACT (HEREAFTER, THE
“COMPANY”), AND BY THE PARTY OF MR. JOSÉ GUILLERMO ZOZAYA DÉLANO, OF HIS OWN FREE WILL
(HEREAFTER, THE “EXECUTIVE”, AND JOINTLY WITH THE COMPANY, HEREAFTER, THE
“PARTIES”), IN ACCORDANCE WITH THE FOLLOWING ANTECEDENTS, RECITALS, AND CLAUSES (HEREAFTER,
THE “AGREEMENT”):



ANTECEDENTS




SOLE. The Parties signed an Individual Indefinite Employment Contract on April 20, 2006,
(hereafter, the “Contract”), by which the Parties agreed the Executive would render their
personal services to, and subordinate of, the Company at the level and in the position of
“President and Executive Representative”, in accordance with the terms and conditions set forth
therein.



RECITALS




The Parties declare:




	(a)	 	To agree to deem transcribed here the recitals chapter to the Contract, with the exception of
that stated in Recital II.f to the Contract, for which the Executive indicates his address to
be that located at Prolongación Paseo de La Reforma #2833 A-401, Lomas de Vista Hermosa,
Delegación Cuajimalpa, Mexico City, Mexico, CP 05109.






	(b)	 	That the terms and conditions set forth in this Agreement are integrally included in the
Contract.






	(c)	 	To mutually acknowledge the capacity under which each party represents to sign this
Agreement, and the Parties acknowledge the legal force and effect of same.





The Parties acknowledge the Antecedents and Recitals preceding as true and agree to be bound
according to the following:



CLAUSES




FIRST.- The Parties agree to add a THIRTEENTH clause to the Contract, as follows:



“THIRTEENTH CLAUSE. TERMINATION OF THE CONTRACT AS A RESULT OF A CHANGE IN SHAREHOLDER
CONTROL.



(a) Termination of Employment without Just Cause. In the event the Company
terminates the employment of the Executive with the Company, during a period of two
(2) years following a Change in Shareholder Control (as defined in Paragraph (b) to
this Clause), by reason of any cause other than a Just Cause (as defined in Paragraph
(d) to this Clause) or the Executive terminates their employment by reason of any of
the causes indicated in Paragraph (c) to this Clause (the “Termination of
Employment without Just Cause”); and the Executive and the Company agree to the
Termination of Employment waiving the Company of any liability related to, or
resulting from, same (the “Acceptance of the Termination of Employment”), the
Company will be obliged to the Executive for:




	 	(i)	 	The severance payment to which the Executive is entitled under the terms
of Articles 48, 49, and 50 of the Federal Labor Law.	 






	 	(ii)	 	Payment, to be made within five (5) days following that on which the
Executive has given written notice of their Acceptance of the Termination of
Employment, of an amount equal to: (A) the result of multiplying the annual gross
salary of the Executive on the Termination of Employment by two (2), less (B) the
total amount of the payments made to the Executive under the terms of section (i)
preceding; and	 






	 	(iii)	 	Following the Termination of Employment and the Executive giving their
Acceptance of the Termination of Employment, any option to acquire, purchase, or
assign shares, restricted shares in circulation, performance shares, or other
rights of interest in the equity capital of the Company and/or any affiliate or
related entities of the Company, that were not payable on such date and to which
the Executive is entitled, will become payable and will be paid to the Executive
immediately, and any restriction or limitation inherent to same will be
eliminated and will be deemed non-existent insofar as the applicable laws and
regulations so permit.	 






	 	(iv)	 	Granting the Executive the right to purchase the executive vehicle
assigned to the Executive at the time, in adherence of the Executive Vehicle
Policy of the Company.	 






	 	(v)	 	The Company will transfer to the Executive all rights for the use of the
telephone line (number) corresponding to the cellular telephone assigned to the
Executive for the performing of their duties.	 





Any payment to be made in accordance with the terms of this clause will be subject to
deductions for taxes as required and stipulated by current legislation.



Following the Termination of Employment under the terms of this Clause, all benefits
of the Executive related to, or resulting from, any employment benefit or bonus plans
applied by the Company, including those not mentioned in this Contract, will be deemed
terminated in accordance with the terms and conditions established for such plans. The
foregoing notwithstanding, the Company will deliver and/or instruct the persons so
authorized to deliver to the Executive the resources accrued in their favor prior to
the date of the Termination of Employment, according to such employment benefit or
bonus plans.




(b) Change in Shareholder Control. For the purposes of this Clause, a “Change in
Shareholder Control” will have occurred when:




	 	(i)	 	The majority of the members of the Kansas City Southern (“KCS”) Board of
Directors are replaced over any twelve month period with board members whose election or
appointment was not submitted or resolved by the majority of the members of the Board of
Directors serving immediately prior to such election or appointment; or






	 	(ii)	 	Any person or group of persons acquires capital shares of KCS representing 30% or
more of the total voting shares of KCS in circulation during the twelve months prior to
the last date of acquisition by such person or group of persons; or






	 	(iii)	 	Any person or group of persons acquires KCS shares representing more than 50% of
the fair market value of the shares of KCS, or 50% of the total capital voting shares of
KCS; or






	 	(iii)	 	Any person or group of persons acquires KCS assets representing more than 40% of
the gross fair market value of the total gross fair market value of the assets of KCS
during the twelve months prior to the last date of acquisition by such person or
business group; or






	 	(iv)	 	Any individual person or legal entity or any group of persons other than KCS or
its affiliates, subsidiaries, or related entities (the “KCS Group”), directly or
indirectly acquires ownership of more than 50% of the capital shares of KCSM; or






	 	(v)	 	Any individual person or legal entity or any group of persons other than the KCS
Group acquires KCSM assets representing a gross fair market value of more than 51% of
the total gross fair market price for all KCSM assets immediately prior to such
acquisition; or






	 	(vi)	 	The majority of the members of the Company Board of Directors is replaced with
board members whose appointment or election has not been approved by the entities of the
KCS Group that are shareholders in the Company.






(c) Unjust Causes. For the purposes of this Contract, “Unjust Causes” or “without
Just Cause” will mean, without affecting other just causes for the termination of the
employment of the Executive as provided for by the Federal Labor Law:




	 	(i)	 	A significant reduction or other significant negative change in the
responsibilities, powers, or duties of the Executive;






	 	(ii)	 	A reduction of the remunerations of the Executive;






	 	(iii)	 	The Company requires the Executive to perform their regular duties from any
office or site located more than sixty (60) kilometers from the place where the
Executive had performed their duties prior to receiving such order; or






	 	(iv)	 	Any other action or omission on the part of the Company that would constitute a
breach of this Contract or a violation of the Federal Labor Law.






The Executive will be entitled to the Termination of Employment without Just Cause as
referred to in section (a) to this Clause only when: (A) The Executive delivers written
notice to the Company within ninety (90) days of the initial occurrence of any Unjust Cause,
describing same in detail and providing statement that the employment of the Executive will
conclude on the date indicated in the notice (the “Date of Termination for Unjust
Cause”), which will not be less than thirty (30) calendar days or more than ninety (90)
ninety [sic] calendar days following the date on which such notice is delivered to the
Company, and (B) the Company does not resolve the Unjust Cause prior to the Date of
Termination for Unjust Cause.




(d) Termination with Cause. Any other provision to the contrary set forth in this
Contract notwithstanding, the Company may terminate the Employment of the Executive with
Cause at any time following the date of a Change in Shareholder Control. For the purposes of
this Contract, “Just Cause” or “with Cause” means the rescission of employment at no
liability to the employer as provided for by the Federal Labor Law, including the commission
of any criminal offense or the failure of the Executive to comply with their respective
obligations while performing their duties. The following are not considered Just Causes and
therefore will not be deemed as such:




	 	(i)	 	Any act or omission on the part of the Executive, which the Executive, in good
faith, has determined to be in the interests, or not against the interests, of the
Company (without the intention of the Executive being to directly or indirectly obtain a
benefit to which the Executive is not legally entitled) and,






	 	(ii)	 	Any act or omission for which the Executive has delivered a Notice of Termination
of Employment more than twelve (12) months after the date on which the Company learns of
the act or omission in question.





SECOND.- The term of this Agreement will commence on the date of its signing and will conclude on
the termination date of the Contract. The foregoing notwithstanding, the parties expressly agree
that the effects of this Agreement will be retroactive to April 20, 2006.



THIRD.- With the exception of the amendments set forth in this Agreement, the Contract will remain
in effect under the same terms and conditions as originally agreed, except for the salary increases
the Executive may have received from the Company over the course of time without amendment of the
Contract.



FOURTH.- The Parties declare their agreement that this Agreement may be signed one or more
counterparts, jointly or separate, in the Mexican Republic or abroad, without such circumstance
affecting the force and effect of this Agreement in any manner.



FIFTH.- The Parties agree that the current laws in effect in Mexico City, Mexico will be applicable
for the interpretation of and compliance with this Agreement, and irrevocably submit to the
jurisdiction of the corresponding courts of Mexico City, Mexico, waiving any other jurisdiction
that may be invoked by reason of present or future residence, or by any other reason.



The Parties sign this Agreement in duplicate, each Party retaining one original copy, expressing
their full agreement and declaring that after having read same, the Parties acknowledge the legal
force and effect of this Agreement, in Mexico City, Mexico on the 27th day of the month of May,
2009.



	 	 	 
	“The Company”	 	“The Executive”
	Kansas City Southern de México,	 	 
	S.A. de C.V.	 	 
	/s/ Cristian Loustaunau Armas

	 	/s/ Jose Guillermo Zozaya Delano
	 

	 	 
	Cristian Loustaunau Armas

Attorney in Fact

	 	José Guillermo Zozaya Délano