EX-10.10






EXHIBIT 10.10




KANSAS CITY SOUTHERN

EXECUTIVE PLAN

(AS AMENDED AND RESTATED JANUARY 1, 2009)




     THIS AMENDED AND RESTATED EXECUTIVE PLAN is executed the day and year hereinafter provided by
Kansas City Southern, a corporation organized under the laws of the State of Delaware (“KCS”).



     WITNESSETH:



     WHEREAS, KCS established on January 18, 1985, the Kansas City Southern Industries, Inc. ERISA
Excess Benefits Plan for the purpose of providing additional benefits to certain executives; and



     WHEREAS, KCS has amended said plan from time to time and most recently amended and restated
the plan as the Kansas City Southern Executive Plan effective January 1, 2005; and



     WHEREAS, KCS reserved the power to amend said plan and wishes to exercise that power to amend
and restate said plan again as hereinafter provided effective January 1, 2009.



     NOW, THEREFORE, KCS hereby amends and restates said plan as the Kansas City Southern Executive
Plan (As Amended and Restated January 1, 2009) as set forth herein effective January 1, 2009.



Article 1. Definitions




     1.1 “Annual Benefit” shall mean the benefit, if any, determined under the Plan with
respect to each calendar year.



     1.2 “Annual Benefit Amount” shall mean the amount of a Participant’s Annual Benefit,
which, subject to the other provisions of this Plan, shall be a dollar amount equal to 10% of the
excess (if any) of (a) the Participant’s Compensation, over (b) the maximum dollar amount



 









 







of annual compensation that can be taken into account for purposes of determining a
participant’s benefit under a qualified retirement plan as set forth under Section 401(a)(17) of
the Code. If the amount determined under (b) of this Section 1.2 equals or exceeds the
Participant’s Compensation with respect to a calendar year, then the Participant will not receive
an Annual Benefit under this Plan with respect to such calendar year.



     1.3 “Award Agreement” shall mean a Restricted Shares Award Agreement providing an
award issued under the KCS Stock Option and Performance Award Plan of the Restricted Shares
representing the Participant’s Annual Benefit for a year.



     1.4 “Code” shall mean the Internal Revenue Code of 1986 as from time to time amended.



     1.5 “Compensation” shall mean the amount to be used for purposes of determining the
Participant’s Annual Benefit under this Plan (which shall be a percentage in excess of 100% of the
Participant’s annual base salary for the applicable year) as set forth in the Participant’s
employment agreement with the Company.



     1.6 “Company” shall mean the employer of a Participant, and shall include only KCS and
each subsidiary company of KCS that is at least eighty percent (80%) owned by KCS, and that has
been admitted to participate in the Plan upon approval of the Compensation and Organization
Committee.



     1.7 “Compensation and Organization Committee” shall mean the Compensation and
Organization Committee of the Board of Directors of KCS.



     1.8 “Grant Date” shall mean the date an Annual Benefit is paid as provided in Section
3.2.



     1.9 “KCS” shall mean Kansas City Southern, a corporation organized under the laws of
the State of Delaware, or any successor entity.



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     1.10 “KCS Stock Option and Performance Award Plan” shall mean the Kansas City Southern
2008 Stock Option and Performance Award Plan, as may be amended from time to time.



     1.11 “Participant” shall mean an employee of a Company who is eligible to participate
in the Plan under Article 2.



     1.12 “Plan” shall mean the Kansas City Southern Executive Plan (As Amended and
Restated January 1, 2009), as set forth herein and as may be amended from time to time.



     1.13 “Restricted Shares” shall mean shares of common stock of KCS that are awarded to
the Participant under the KCS Stock Option and Performance Award Plan based upon the Participant’s
qualification for an Annual Benefit under this Plan, some or all of which Restricted Shares the
Participant may forfeit if the Participant terminates employment with the Company or an Affiliate
prior to the end of five consecutive 12-month periods beginning on the Grant Date.



Article 2. Eligibility




     Eligibility to participate in this Plan shall be limited to any executive of the Company who
has an employment agreement with the Company and who is designated by the President of the Company
or by the Compensation and Organization Committee as a Participant in this Plan.



Article 3. Benefits




     3.1 Method of Payment of Annual Benefit. Each Participant’s Annual Benefit, if any,
shall be paid in the form of Restricted Shares unless payment is made in cash under the provisions
of Section 3.5. If the Participant’s Annual Benefit is paid in the form of Restricted Shares, then
the Participant will receive an award of Restricted Shares under the KCS Stock Option and
Performance Award Plan. The Participant’s award of Restricted Shares will be subject to the terms
and conditions of the Award Agreement which shall be consistent with the provisions of this Plan.



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     3.2 Time of Payment of Annual Benefit. A Participant’s Annual Benefit, if any, for a
calendar year will be paid during the first 2 1/2 months of the calendar year following the
calendar year for which the Annual Benefit is paid.



     3.3 Number of Restricted Shares. The number of Restricted Shares awarded in payment
of a Participant’s Annual Benefit shall be such number so that the total value of the Restricted
Shares awarded as determined on the Grant Date is equal to 125% (or such greater percentage as the
Compensation and Organization Committee may determine, which percentage may vary from year to year)
of the Participant’s Annual Benefit Amount. The value of the Restricted Shares for this purpose
shall be determined on the Grant Date by the Compensation and Organization Committee according to
the valuation formula it receives from its outside compensation consultants. If the number of
Restricted Shares determined under the preceding sentence would include a fractional share, then
such fractional share shall be rounded up to the nearest whole share.



     3.5 Active Employee Requirement for Award of Restricted Shares; Cash Payment. If a
Participant is not an active employee of a Company on the Grant Date determined by the Committee
under Section 3.2 with respect to an Annual Benefit, then the Participant’s Annual Benefit, if any,
payable on such Grant Date shall be paid in the form of cash rather than as an award of Restricted
Shares. The amount of any such cash payment will equal the Annual Benefit Amount of such Annual
Benefit.



     3.6 Discretion of Compensation and Organization Committee to Cancel Annual Benefit.
Notwithstanding any other provisions of this Plan, the Compensation and Organization Committee may,
in its sole discretion, prior to the payment of a Participant’s Annual Benefit with respect to a
calendar year, cancel the Participant’s Annual Benefit for such calendar year so that the
Participant will receive no Annual Benefit under this Plan for such calendar year.



Article 4. Additional Provisions




     4.1 No Trust. Nothing contained in this Plan and no action taken pursuant to the
provisions of this Plan shall create or be construed to create a trust of any kind or a fiduciary
relationship between any Company and a Participant or any other person.



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     4.2 Source of Payments. Each Participant, and any other person or persons having or
claiming a right to benefits hereunder or to any interest in the Plan through such Participant,
shall rely solely on the unsecured promise of the Company as set forth herein and nothing in the
Plan shall be construed to give the Participant or any other person or persons any right, title,
interest or claim in or to any specific asset, fund, reserve, account or property of any kind
whatsoever owned by any Company or in which any Company has any right, title or interest now or in
the future, but such Participant shall have the right to enforce his claim against the Company
employing such Participant in the same manner as any unsecured creditor.



     4.3 No Assignment. The right of a Participant or any other person to the payment of
benefits under this Plan shall not be assigned, transferred, pledged or encumbered in any way.



     4.4 Death. If a Participant entitled to an Annual Benefit under this Plan should die
prior to the payment of such benefit, then the Participant’s Annual Benefit will be paid in a cash
payment determined under Section 3.5 to the beneficiary designated by the Participant under this
Plan, if any, but if the Participant has not designated any beneficiary under this Plan then to the
beneficiary designated by the Participant, if any, under the KCS Stock Option and Performance Award
Plan, but if the Participant has not designated any beneficiary under the KCS Stock Option and
Performance Award Plan, then to the Participant’s estate or to such person or persons entitled to
receive the Participant’s estate as determined by the Compensation and Organization Committee. Any
such payment shall constitute a complete discharge of the liability of the Company with respect to
such payment due under this Plan.



     4.5 Incapacity. If the Compensation and Organization Committee shall find that any
person to whom any payment is payable under this Plan is unable to care for his affairs because of
illness or accident or is a minor, any payment due (unless a prior claim therefor shall have been
made by a duly appointed guardian, committee or other legal representative) may be paid to the
spouse, a child, a parent or a brother or sister of such person, or to any person deemed by the
Compensation and Organization Committee to have incurred expense for such person otherwise entitled
to payment. Any such payment shall constitute a complete discharge of the liability of the Company
with respect to any payment due under this Plan.



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     4.6. Compensation and Organization Committee Powers and Liabilities. The Compensation
and Organization Committee in its absolute discretion shall have the full power and authority to
interpret, construe and administer this Plan and the Compensation and Organization Committee’s
interpretations and construction thereof, and action thereunder, including the determination of the
amount or recipient of the payment to be made therefrom, shall be binding and conclusive on all
persons for all purposes. No member of the Compensation and Organization Committee shall be liable
to any person for any action taken or omitted in connection with the interpretation and
administration of this Plan.



     4.7 Benefits Not Treated as Compensation. Any benefits payable under the Plan shall
not be deemed salary or other compensation to the Participant for the purpose of computing benefits
to which he may be entitled under any profit sharing plan, pension plan or any other arrangement of
any Company for the benefit of its employees.



     4.8 Governing Law. This Plan shall be construed in accordance with and governed by
the law of the State of Delaware, excluding its choice of laws.



     4.9 Merger. Each Company agrees it will not be a party to any merger, consolidation
or reorganization, unless and until its obligations hereunder shall be expressly assumed by its
successor or successors.



     4.10 Amendment. This Plan may be amended at any time and from time to time by the
Compensation and Organization Committee.



     4.11 Binding Effect. This Plan shall be binding upon and inure to the benefit of each
Company, its respective successors and assigns and the Participants and their heirs, executors,
administrators and legal representatives.



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     IN WITNESS WHEREOF, this amended and restated Plan has been duly executed this 11th day of
November, 2008.



	 	 	 	 	 
	 	KANSAS CITY SOUTHERN

 	 
	 	By:  	/s/ Michael R. Haverty
 	 
	 	 	Name:  	Michael R. Haverty 	 
	 	 	Title:  	Chairman and CEO 	 
	 




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