Exhibit 10.1

EMPLOYMENT AGREEMENT

THIS AGREEMENT , made and entered into as of this 18 ^th day of February, 2015, by and between The Kansas City Southern Railway Company, a Missouri corporation (referred to herein as the “ Company ” or “ KCSR ” ) , and Jeffrey M. Songer, an individual (“ Executive ” ).

WHEREAS , the Company and Executive desire for the Company to employ Executive on the terms and conditions set forth in this Agreement.

NOW, THEREFORE , in consideration of the premises and the mutual covenants herein contained, it is agreed by and between the Company and Executive as follows:

1. Employment . The Company hereby employs Executive as its Senior Vice President Engineering and Chief Transportation Officer and Executive hereby accepts such employment, to have such titles, duties, powers and responsibilities as may be prescribed or delegated from time to time by the President , or other officer to whom Executive reports. Executive shall faithfully perform Executive’s duties under this Agreement to the best of Executive’s ability and Executive shall devote substantially all of Executive’s working time and efforts to the business and affairs of the Company and its subsidiaries and joint ventures ( “ Affiliate(s) ” ).

2. Compensation . The Company shall pay Executive as compensation for Executive’s services hereunder an annual base salary at the rate approved by the appropriate committee of the Board of Directors of Kansas City Southern (“ KCS ”) (“ Salary ”), less applicable taxes and withholdings. During the term of this Agreement, such rate shall not be reduced except as agreed by the parties or except as part of a general salary reduction program imposed by the Company applicable to all officers of the Company.

3. Benefits . During the term of the Agreement, the Company shall provide Executive with coverage under such benefit plans and programs as shall be made generally available to similarly situated employees of the Company, provided (a) the Company shall have no obligation with respect to any plan or program if Executive is not eligible for coverage thereunder, and (b) Executive acknowledges that any stock or equity participation awards (including by way of example, but not limited to, stock options or restricted or performance stock) are to be granted in the discretion of the Company Board or the appropriate committee of

the Board of Directors of KCS and that Executive has no right to receive any such stock or equity participation awards or any particular number or level of such stock or equity participation awards, if any. In determining contributions, coverage and benefits under any disability insurance policy and under any cash compensation-based plan provided to Executive, it shall be assumed that the value of Executive’s annual compensation is 145% of Executive’s annual base salary. Executive acknowledges that all rights and benefits under benefit plans and programs shall be governed by the official text of each plan or program and not by any summary or description thereof or any provision of this Agreement and that the Company is not under any obligation to continue in effect or to fund any such plan or program.

4. Business Expenses . While Executive is employed with the Company, Executive shall be entitled to reimbursement for reasonable out-of-pocket business expenses incurred by Executive in the performance of his/her duties hereunder to the extent and in the manner provided in the general personnel policies of the Company with respect to such reimbursement. Executive shall provide the Company with supporting documentation for all such business expenses.

5. Term and Termination . The “ Term ” of this Agreement shall begin on the date first written above and continue until terminated as provided in this Paragraph 5.

(a) Termination by Executive . Executive may terminate this Agreement and Executive’s employment hereunder by providing at least thirty (30) days advance written notice to the Company.

(b) Death or Disability . This Agreement and Executive’s employment hereunder shall terminate automatically (i) should Executive become unable to perform the essential duties of Executive’s job with a reasonable accommodation, should a reasonable accommodation exist, or without a reasonable accommodation should no reasonable accommodation exist, for a continuous period of one hundred eighty (180) days as a result of a physical or mental impairment or (ii) upon Executive’s death.

(c) Termination by the Company For Cause . The Company may terminate this Agreement and Executive’s employment for Cause immediately upon oral, written or other notice to Executive at the Company’s sole discretion. For purposes of this Agreement, except as otherwise defined and used in Paragraph 8, “ Cause ” shall mean any one or more of the following by Executive:

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(i) Any material breach of this Agreement or of any other written agreement between Executive and the Company;

(ii) Any dishonest act that the Company considers, in its sole discretion, detrimental to its best interests or reputation;

(iii) Conviction or deferred adjudication of any felony, any misdemeanor for a violent crime, or any other criminal offense involving fraud or dishonesty, or a finding of such an offense in a civil trial or other forum;

(iv) Gross negligence or willful misconduct in the performance of Executive’s duties;

(v) Failure to substantially perform Executive’s duties and responsibilities hereunder, including without limitation Executive’s willful failure to follow reasonable instructions of the President , or other officer to whom Executive reports;

(vi) Breach of an employment policy of the Company or any Affiliate of the Company;

(vii) Breach of Executive’s fiduciary duty to the Company or any Affiliate of the Company; or

(viii) Any other act or omission that would constitute just cause at common law.

(d) Termination by the Company Other Than For Cause .

(i) The Company may terminate this Agreement and Executive’s employment other than for Cause immediately upon oral, written or other notice to Executive at the Company’s sole discretion, and in such event, the Company shall provide severance benefits to Executive in accordance with and subject to Paragraph 5(d)(ii) below. Executive acknowledges and agrees that such severance benefits constitute the exclusive remedy of Executive upon such a termination of employment other than for Cause. Notwithstanding any other provision of this Agreement, as a condition to receiving such severance benefits, Executive shall execute a Confidential Severance Agreement and Full and General Release, which shall include among other provisions, at the Company’s sole discretion, a full release of claims in favor of the Company and its Affiliates substantially similar to the form attached hereto as Appendix A (“Release”).

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(ii) If Executive’s employment is terminated under Paragraph 5(d)(i) and Executive properly executes a Release within 21 days (or 45 days in the case a group termination) of the date Executive receives such Release and does not revoke such Release, the Company shall pay Executive in addition to any unpaid Salary, unused vacation pay and reimbursement of documented accrued and unreimbursed expenses, severance and benefits for a period of twelve (12) months following Executive’s termination of employment, as follows:

(a) Severance shall be made in twelve monthly installments equal to one-twelfth (1/12) of the annual Salary of Executive referenced in Paragraph 2, less applicable taxes and withholdings, at the rate in effect immediately prior to Executive’s termination of employment. The first installment shall commence within 60 days following Executive’s termination of employment; provided that (i) if such 60 day period begins in one taxable year and ends in a second taxable year, then any installments that could have been paid in the first taxable year shall be paid in the second taxable year to the extent required by Section 409A of the Internal Revenue Code of 1986, as amended (the “ Code ” ) and the regulations and guidance issued thereunder; and (i) in no event shall the aggregate amount paid to Executive during the six (6) month period immediately following Executive’s termination of employment exceed two times the maximum amount that may be taken into account under a qualified plan pursuant to Code Section 401(a)(17), for the calendar year of Executive’s termination of employment (the “401(a)(17) limit”). If Executive’s severance pay during the first six (6) month period referenced above is reduced in order to not exceed the 401(a)(17) limit, then the amount of such reduction shall also be paid to Executive in equal monthly payments during the remainder of the twelve (12) month period. The obligations of the Company under this paragraph 5(d)(ii)(a) shall continue until the end of the twelve (12) month period specified herein notwithstanding the death of Executive. To the extent applicable, each installment payment under this Agreement shall be treated as a separate payment for purposes of Code Section 409A; and

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(b) During the twelve (12) month period following Executive’s termination the Company shall continue Executive’s group health insurance coverage for Executive and/or his or her eligible dependents, provided that such coverage shall terminate in the event that Executive (i) becomes eligible for comparable health coverage in connection with other employment, (ii) fails to timely elect to continue such coverage for himself or herself and/or his or her eligible dependents pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), (iii) fails to meet the eligibility requirements under the applicable plan for any such coverage, (iv) fails to timely pay the cost of such coverage at the rate that would be charged to an active employee with similar coverage, or (v) dies.

(e) Upon any termination of Executive’s employment pursuant to Paragraph 5(a), (b) or (c), notwithstanding any other provisions of this Agreement, Executive shall not be entitled to receive thereafter any payment from the Company except for unpaid Salary, unused vacation pay and reimbursement of documented accrued and unreimbursed expenses.

(f) Upon any termination of Executive’s employment, Executive’s benefits in all Company-sponsored benefit plans not elsewhere referred to in this Agreement shall terminate in accordance with the terms and conditions of such plans. To the extent Executive is not vested in any equity awards as of any termination date, including without limitation, with respect to stock options, restricted stock or performance shares, such unvested equity awards shall be forfeited as of the termination date. Nothing herein shall extend the exercise period applicable to any unexercised options outstanding as of any termination date.

6. Confidentiality and Non-Disclosure .

(a) Executive understands and agrees that Executive may be given Confidential Information (as defined below) during Executive’s employment with the Company relating to the business of the Company and its Affiliates, subject to Executive’s agreement

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herein. Executive shall maintain in strictest confidence and not use in any way (including without limitation in any future business relationship of Executive), publish, disclose or authorize anyone else to use in any way, publish or disclose, any Confidential Information. Executive further agrees not to remove or retain any calculations, letters, documents, lists, papers, or copies thereof, which embody Confidential Information and to return, prior to Executive’s termination of employment for any reason, any such information in Executive’s possession. If Executive discovers, or comes into possession of, any Confidential Information after Executive’s termination, Executive shall promptly return it to the Company. Executive acknowledges that the provisions of this paragraph are consistent with the Company’s policies and procedures to which Executive, as an employee of the Company, is bound.

(b) For purposes of this Agreement, “ Confidential Information ” includes, but is not limited to, information in the possession of, prepared by, obtained by, compiled by, or that is used by the Company or any of its Affiliates or customers and (i) is proprietary to, about, or created by the Company or any of its Affiliates or customers; (ii) gives the Company or any of its Affiliates or customers some competitive business advantage, the opportunity of obtaining such advantage, or disclosure of which might be detrimental to the interest of the Company or any of its Affiliates or customers; and (iii) is not typically disclosed by the Company or any of its Affiliates or customers, or known by persons who are not employed by the Company or any of its Affiliates or customers. Without in any way limiting the foregoing and by way of example, Confidential Information shall include: information pertaining to business operations of the Company or any of its Affiliates or customers, such as financial and operational information and data, operational plans and strategies, business and marketing strategies, pricing information, plans for various products and services, and acquisition and divestiture planning. Upon separation of employment, Executive shall notify the Company’s Department of Human Resources in writing of the name and address of Executive’s intended future employer. Additionally, during any period that Executive is receiving any severance pay, Executive shall notify the Company’s Department of Human Resources in writing of the name and address any subsequent employer.

(c) In the event of any breach of this Paragraph 6 by Executive, the Company shall be entitled to terminate any and all remaining severance benefits under Paragraph 5(d)(ii) and shall be entitled to pursue such other legal and equitable remedies as may be available.

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Executive acknowledges, understands and agrees that the Company and its Affiliates will suffer immediate and irreparable harm if Executive fails to comply with any of Executive’s obligations under this Paragraph 6, and that monetary damages alone will be inadequate to compensate the Company or any of its Affiliates for such breach. Accordingly, Executive agrees that the Company and its Affiliates shall, in addition to any other remedies available to them at law or in equity, be entitled to temporary, preliminary, and permanent injunctive relief and specific performance to enforce the terms of this Paragraph 6 without the necessity of proving inadequacy of legal remedies or irreparable harm or posting bond.

7. Restrictive Covenants .

(a) Executive agrees that for a period of time beginning upon Executive’s termination of employment from the Company (the “ Termination Date ”) and continuing for a period of one (1) year, Executive shall not:

(i) directly or indirectly, either individually or as a principal, partner, agent, employee, employer, consultant, stockholder, member, partner, joint venturer, or investor, or as a director, manager or officer of any corporation or association, or in any other manner or capacity whatsoever, engage in, assist or have any active interest in a business, located anywhere in the geographic area then served by the Company or its Affiliates, that competes with or engages in the business conducted by the Company or its Affiliates on the date hereof or at any time through the Termination Date.

(ii) directly or indirectly, either individually, or as a principal, partner, agent, employee, employer, consultant, stockholder, joint venturer, or investor, or as a director or officer of any corporation or association, (1) divert or attempt to divert (by solicitation or otherwise) from the Company or its Affiliates any business with any customer, prospective customer or account of the Company or its Affiliates with which Executive had any contact or association, which was under Executive’s supervision, or the identity of which was learned by Executive as a result of his/her employment with the Company; (2) accept the business of any customer, prospective customer or account of the Company or its Affiliates with whom Executive had any contact or association, which was under Executive’s supervision, or the identity of which was learned by Executive as a result of his/her employment with the Company, whether or not solicited by Executive; or (3) induce, solicit, or cause any employee of the Company or its Affiliates to leave the employ of the Company or its Affiliates.

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(iii) except that these Restrictive Covenants shall not apply in the event of a Change in Control as defined in Paragraph 8(b).

(b) Executive acknowledges that any breach of the restrictive covenants contained in Paragraph 7(a) of this Agreement (the “ Restrictive Covenants ”) would cause irreparable injury to the Company and that its remedy at law would be inadequate and, accordingly, consents to and agrees that temporary and permanent injunctive relief may be granted, without bond, in any proceeding which may be brought to enforce the Restrictive Covenants, without the necessity of proof of actual damage. This right to an injunction shall not prohibit the Company from pursuing any other remedies available to it including, but not limited to, the recovery of damages. Executive further agrees that the Company may provide a copy of this Agreement to any prospective employer of Executive that the Company believes is a competitor.

(c) If Executive violates the Restrictive Covenants, Executive (i) shall forfeit all right to future benefits under this Agreement; (ii) shall refund to the Company any severance and benefits and all associated taxes paid by the Company; (iii) shall pay reasonable attorneys’ fees and all other costs incurred by the Company as a result of Executive’s breach; and (iv) acknowledges that the Company may pursue any other remedies available to it as a result of Executive’s breach including, but not limited to, the recovery of damages.

8. Termination Following Change in Control.

(a) Termination by Company or by Executive for Good Reason . If, within two (2) years following the occurrence of a Change of Control (as defined in Paragraph 8(b)), Executive’s employment is terminated by the Company other than for Cause (as defined in Paragraph 8(d)) or by Executive for Good Reason (as defined in Paragraph 8(c)), and Executive properly executes a Release within 21 days (or 45 days in the case a group termination) of the date Executive receives such Release and does not revoke such Release, Executive shall be entitled to the following:

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(i) the severance benefits provided in Paragraph 5(d)(ii); and

(ii) a lump sum amount equal to: (A) the product of 160% of Executive’s annual Salary at the time of such termination multiplied by two (2), less (B) the aggregate payments to be made to Executive pursuant to Paragraph 5(d)(ii)(a) as provided above. Such lump sum payment shall be paid within 60 days following Executive’s termination of employment; provided that if such 60 day period begins in one taxable year and ends in a second taxable year, then (i) Executive shall have no right to determine, directly or indirectly, the year of any payment, and (ii) payment shall be made in the second taxable year to the extent required by Code Section 409A and the regulations and guidance issued thereunder; and

(iii) any unvested or unexercisable stock options, restricted stock, performance shares or other awards of Company equity held by Executive as of such termination shall become immediately vested and exercisable and any restrictions thereon shall be immediately released to the extent permitted by applicable law and regulations.

Upon a termination as defined in this Paragraph 8(a), Executive’s benefits in all Company-sponsored benefit plans not elsewhere referenced in this Agreement shall terminate in accordance with the terms and conditions of such plans.

(b) Change in Control . For purposes of this Agreement, a “ Change in Control ” shall be deemed to have occurred if:

(i) a majority of the members of the Company Board is replaced during any twelve (12) month period with directors whose appointment or election was not endorsed by a majority of the members of the Company Board, in office immediately prior to the date of such appointment or election; or

(ii) any person or group has acquired during a twelve (12) month period ending on the date of the most recent acquisition by such person or group of ownership of stock of KCS possessing 30% or more of the total voting power of the outstanding stock of KCS; or

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(iii) any person or group has acquired ownership of stock of KCS that, constitutes more than 50% of the total fair market value or total voting power of the outstanding stock of KCS; or

(iv) any person or group has acquired during a twelve (12) month period ending on the date of the most recent acquisition by such person or group assets of KCS that have a total gross fair market value of more than 40% of the total gross fair market value of all of the assets of KCS immediately before such acquisition.

As used herein, “person” shall mean as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 (the “ 1934 Act ”) and “group” shall mean as such term is used in Section 13(d)(3) and 14(d)(2) of the 1934 Act.

(c) Good Reason . For purposes of this Agreement, “ Good Reason ” means any of the following:

(i) a material diminution or other material adverse change in Executive’s position, authority or duties;

(ii) a material diminution in Executive’s compensation;

(iii) the Company’s requiring Executive to be based at any office or location more than forty (40) miles from the location at which Executive previously performed his or her duties; or

(iv) any other action or inaction by the Company that constitutes a material breach of this Agreement.

Executive shall have a termination of employment for Good Reason only if: (A) Executive provides written notice to the Company within ninety (90) days after the initial occurrence of an above event describing in detail the event and stating that Executive’s employment will terminate upon a specified date in such notice (the “Good Reason Termination Date”), which date is not earlier than thirty (30) days after the date such notice is provided to the Company (the “Notice Delivery Date”) and not later than ninety (90) days after the Notice Delivery Date, and (B) the Company does not remedy the event prior to the Good Reason Termination Date.

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(d) Termination for Cause After Control Change Date . Notwithstanding any other provision of this Paragraph 8, at any time after the Control Change Date, Executive may be terminated by the Company for Cause. For purposes of this Paragraph 8, “ Cause ” means commission by Executive of any felony or willful breach of duty by Executive in the course of Executive’s employment; except that Cause shall not mean:

(i) bad judgment or negligence;

(ii) any act or omission believed by Executive in good faith to have been in or not opposed to the interest of the Company (without intent of Executive to gain, directly or indirectly, a profit to which Executive was not legally entitled);

(iii) any act or omission with respect to which a determination could properly have been made by the Company Board that Executive met the applicable standard of conduct for indemnification or reimbursement under the Company’s By-laws, any applicable indemnification agreement, or applicable law, in each case in effect at the time of such act or omission; or

(iv) any act or omission with respect to which Notice of Termination of Executive is given, more than twelve (12) months after the earliest date on which any member of the Company Board, not a party to the act or omission, knew or should have known of such act or omission.

Any Termination of Executive’s employment by the Company for Cause shall be communicated to Executive by Notice of Termination.

9. Duties Upon Termination; Survival .

(a) Duties . Upon termination of this Agreement by the Company or Executive for any reason, such termination shall constitute written resignation by Executive from all positions as an officer, director or member of any committee or board of the Company or of any of its Affiliates as may be requested by the Company or such Affiliate and Executive shall sign such other documents and papers relating to Executive’s employment, benefits and benefit plans as the Company may reasonably request.

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(b) Survival . The provisions of Paragraphs 6, 7 and 9(a) of this Agreement shall survive any termination of this Agreement by the Company or Executive, and the provisions of Paragraphs 5(d)(ii) and 5(d)(iii) shall survive any termination of this Agreement by the Company under Paragraph 5(d)(i).

10. Notice . Any notice, request, consent or communication (collectively a “ Notice ”) under this Agreement shall be effective only if it is in writing, except as otherwise provided herein, and (i) personally delivered, (ii) sent by certified or registered mail, return receipt requested, postage prepaid, (iii) sent by a nationally recognized overnight delivery service, with delivery confirmed, or (iv) telecopied, with receipt confirmed, addressed as follows:

Jeffrey Songer

8536 North Donnelly Avenue

Kansas City, MO 64157

The Kansas City Southern Railway Company

Attention: Chief Legal Officer

427 West 12th St.

Kansas City, Missouri 64105

or such other persons or addresses as shall be furnished in writing by any party to the other party. A Notice shall be deemed to have been given as of the date when (i) personally delivered, (ii) five (5) days after the date when deposited with the United States mail properly addressed, (iii) when receipt of a Notice sent by an overnight delivery service is confirmed by such overnight delivery service, or (iv) when receipt of the telecopy is confirmed, as the case may be, unless the sending party has actual knowledge that a Notice was not received by the intended recipient.

11. ARBITRATION . EXECUTIVE HEREBY WAIVES AND SHALL NOT SEEK A JURY TRIAL IN ANY LAWSUIT, PROCEEDING, CLAIM, COUNTERCLAIM, DEFENSE OR OTHER LITIGATION OR DISPUTE UNDER OR IN

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RESPECT OF THIS AGREEMENT. EXECUTIVE AGREES THAT ANY SUCH DISPUTE RELATING TO OR IN RESPECT OF THIS AGREEMENT, (OTHER THAN INJUNCTIVE OR EQUITABLE RELIEF WHICH, AT THE COMPANY’S OPTION, MAY BE SOUGHT IN ANY FEDERAL OR STATE COURT HAVING JURISDICTION) SHALL BE SUBMITTED TO, AND RESOLVED EXCLUSIVELY PURSUANT TO ARBITRATION IN ACCORDANCE WITH THE NATIONAL RULES FOR THE RESOLUTION OF EMPLOYMENT DISPUTES OF THE AMERICAN ARBITRATION ASSOCIATION INCLUDING EXPEDITED PROCEDURES FOR EMERGENCY RELIEF WHICH ARE EXPRESSLY ADOPTED HEREIN. SUCH ARBITRATION SHALL TAKE PLACE IN THE KANSAS CITY, MISSOURI METROPOLITAN AREA OR OTHER MUTUALLY AGREEABLE LOCATION AND SHALL BE SUBJECT TO THE SUBSTANTIVE LAWS OF THE STATE OF MISSOURI. DECISIONS PURSUANT TO SUCH ARBITRATION SHALL BE FINAL, CONCLUSIVE AND BINDING ON THE PARTIES. THE PREVAILING PARTY IN ARBITRATION SHALL BE ENTITLED TO RECOVER REASONABLE COSTS AND ATTORNEYS’ FEES FROM THE OTHER PARTY. UPON THE CONCLUSION OF ARBITRATION, THE PARTIES MAY APPLY TO ANY FEDERAL OR STATE COURT HAVING JURISDICTION TO ENFORCE THE DECISION PURSUANT TO SUCH ARBITRATION. EXECUTIVE AND COMPANY SHALL KEEP SUCH ARBITRATION AND ALL RELATED PROCEEDINGS AND AWARDS CONFIDENTIAL, EXCEPT AS DISCLOSURE MAY BE REQUIRED BY LAW, REGULATION OR JUDICIAL PROCESS.

12. Amendment . No provision of this Agreement may be amended, modified, waived or discharged unless such amendment, waiver, modification or discharge is agreed to in writing signed by Executive and an authorized officer of the Company. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the time or at any prior or subsequent time.

13. Successors in Interest . The rights and obligations of the Company under this Agreement shall inure to the benefit of and be binding in each and every respect upon the direct

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and indirect successors and assigns of the Company regardless of the manner in which such successors or assigns shall succeed to the interests of the Company hereunder, and this Agreement shall not be terminated by the voluntary or involuntary dissolution of the Company or by any merger or consolidation or acquisition involving the Company, or upon any transfer of all or substantially all of the Company’s assets, or terminated otherwise than in accordance with its terms. In the event of any such merger or consolidation or transfer of assets, the provisions of this Agreement shall be binding upon and shall inure to the benefit of the surviving corporation or the corporation or other person to which such assets shall be transferred. Neither this Agreement nor any of the payments or benefits hereunder may be pledged, assigned or transferred by Executive either in whole or in part in any manner, without the prior written consent of the Company.

14. Severability . The invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provisions were omitted.

15. Controlling Law and Jurisdiction . The validity, interpretation and performance of this Agreement shall be subject to and construed under the laws of the State of Missouri, without regard to principles of conflicts of law.

16. Entire Agreement . This Agreement constitutes the entire agreement among the parties with respect to the subject matter hereof and terminates and supersedes all other prior agreements and understandings, both written and oral, between the parties with respect to the terms of Executive’s employment or severance arrangements. The parties agree that this Agreement shall be interpreted at all times in a manner compliant with Code Section 409A, including (without limitation) the requirement that if Executive is a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i), then any payment under this Agreement which is subject to Code Section 409A and which is payable by reason of Executive’s separation from service shall not be paid before the date which is six (6) months after the Executive’s separation from service (or, if earlier, Executive’s date of death).

THIS CONTRACT CONTAINS A BINDING ARBITRATION PROVISION WHICH MAY BE ENFORCED BY THE PARTIES.

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IN WITNESS WHEREOF , the parties hereto have executed this Agreement as of the date first above written.

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Exhibit 10.2

KANSAS CITY SOUTHERN ANNUAL INCENTIVE PLAN

(As Amended and Restated Effective March 10, 2016)

1. PURPOSE. The purpose of the Plan is to provide Eligible Employees of the Employer with annual incentive compensation based on the level of achievement of financial and other performance criteria. The Plan is intended to focus the interests of these employees on the key measures of the Company’s success and to reward these employees for the Company’s achievement of those key measures of the Company’s success. This Plan is intended to be a performance-based plan for purposes of Section 162(m) of the Code.

2. DEFINITIONS. As used in the Plan, the following terms shall have the meanings set forth below:

(a) “ Award ” shall mean a cash payment for a Performance Year payable to a Participant on account of his or her participation in the Plan.

(b) “ Board ” shall mean the Board of Directors of the Company.

(c) “ Code ” shall mean the Internal Revenue Code of 1986, as amended from time to time, including applicable regulations and rulings thereunder and any successor provisions thereto.

(d) “ Committee ” shall mean the Compensation and Organization Committee of the Board (or any successor committee).

(e) “ Company ” shall mean Kansas City Southern, and any successor thereto which adopts the Plan.

(f) ” Covered Employee ” shall mean an employee described in Section 162(m)(3) of the Code.

(g) “ Disability ” shall mean a disability as determined under the Employer’s applicable long-term disability program.

(h) “Eligible Earnings” shall include base earnings and certain pay differentials for time worked in an eligible position during the Performance Year.

(i) “ Eligible Employee ” shall mean an individual who is employed by the Employer who is not represented by a union or other collective bargaining organization.

(j) “ Employer ” shall mean the Company and any affiliate of the Company that elects to participate and be an Employer under the Plan with the consent of the Company.

(k) “ Maximum Award ” shall mean an Award level that may be paid if the maximum level of the Performance Goal(s) is achieved in the Performance Year. The Maximum Award is the lesser of $3,000,000 or 200% of a Participant’s Target Award.

(l) “ Participant ” shall mean, with respect to any Performance Year, any Eligible Employee who is selected to participate in the Plan in accordance with Section 3 of the Plan.

(m) “ Performance Goal ” shall mean the pre-established performance goal(s) established under the Plan for each Performance Year as described in Section 4 of the Plan.

(n) “ Performance Measures ” shall mean one or more of the following criteria on which Performance Goals may be based:

(i) Earnings (either in the aggregate or on a per-share basis);

(ii) Net income (before or after taxes);

(iii) Operating income;

(iv) Cash flow;

(v) Return measures (including return on assets, equity, or sales);

(vi) Earnings before or after any, or any combination of, taxes, interest or depreciation and amortization;

(vii) Gross revenues;

(viii) Share price (including growth measures and stockholder return or attainment by the Company’s common stock of a specified value for a specified period of time);

(ix) Reductions in expense levels in each case, where applicable, determined either on a Company-wide basis or in respect of any one or more business units;

(x) Net economic value;

(xi) Market share;

(xii) Operating profit;

(xiii) Costs;

(xiv) Operating and maintenance cost management and employee productivity;

(xv) Stockholder returns (including return on assets, investments, equity, or gross sales);

(xvi) Economic value added;

(xvii) Aggregate product unit and pricing targets;

(xviii) Strategic business criteria, consisting of one or more objectives based on meeting specified revenue, market share, market penetration, geographic business expansion goals, objectively identified project milestones, production volume levels, cost targets, and goals relating to acquisitions or divestitures;

(xix) Achievement of business or operational goals such as market share and/or business development;

(xx) Results of customer satisfaction surveys;

(xxi) Safety record;

(xxii) Network and service reliability;

(xxiii) Debt ratings, debt leverage and debt service; and/or

(xxiv) Operating ratio;

provided , that, with respect to any Eligible Employee who is not a Covered Employee, the Committee shall have the authority to use Performance Measures other than those herein specified (including individual performance criteria) as it deems appropriate in its sole discretion.

(o) “ Performance Year ” shall mean the calendar year of the Company.

(p) “ Plan ” shall mean the Kansas City Southern Annual Incentive Plan, as set forth herein, as from time to time amended.

(q) ” Qualified Performance-Based Award ” shall mean an Award to a Covered Employee that is intended to meet the qualified performance-based compensation exception contained in Section 162(m)(4)(C) of the Code.

(r) “Retirement” shall mean an Employee’s separation of employment from the Company with an immediate eligibility to receive a retirement annuity per the provisions of the Railroad Retirement Board.

(s) “ Target Award ” shall mean an Award level that may be paid if the target level of the Performance Goal(s) is achieved in the Performance Year.

(t) “ Threshold Award ” shall mean an Award level that may be paid if the threshold level of the Performance Goal(s) is achieved in the Performance Year.

3. ELIGIBILITY and PARTICIPATION.   A Participant must be employed by the Employer on the last business day of the Performance Year in order to be eligible to receive an Award, except in the cases of Retirement, death or Disability.

4.DETERMINATION OF AWARDS.

(a) Establishment of Performance Goal(s) and Awards . The Company shall establish objective Performance Goals for each Award after the beginning of each Performance Year subject to the approval of the Committee. The Performance Goals may be based upon the performance of the Company, the Employer, or any operating unit level, division or function thereof, and may be applied either alone or relative to the performance of other businesses or individuals (including industry or general market indices), based on one or more of the Performance Measures. Performance Goals may be expressed as whole dollar amounts, percentages or growth rates. Performance Goals will be determined each year by the senior management of the Company, with consultation from other third party sources, and are subject to the approval of the Committee.

The Company shall also establish, subject to the approval of the Committee, the Threshold Award, Target Award and Maximum Award payable to the Participant if the Performance Goal(s) is achieved. Threshold Awards, Target Awards and Maximum Awards will be expressed as a percentage of a Participant’s Eligible Earnings and correspond to the Participant’s designated Award level. No Award will be made under a Performance Measure if results are below the threshold level.

(b) Payment of Awards . The payment of any Award shall be subject to achievement of the applicable Performance Goals and certification by senior management of the Company to the degree to which each of the Performance Goals have been attained. The Committee will consider such certification in its determination hereunder of whether an Award shall be paid and at what level. If a Participant’s Target Award level changes during a Performance Year, the amount of the Participant’s Award will be computed in proportion to his or her Award level that applied to such Participant each day during such Performance Year.

(c) Adjustments to Awards . Subject to the limitations under Section 6, the Committee may, in its discretion, modify the amount of any Award based on such criteria as it shall determine, including, but not limited to, financial results, individual performance, safety performance, business unit and site accomplishments, and other factors tied to the success of the Company or any of its business units. There is no obligation of uniformity of treatment of Participants under the Plan.

(d) Profit Sharing Adjustment . If, under statutory law, a Participant is entitled to a profit sharing payment from the Employer for a calendar year that coincides with a Performance Year, then the Award amount otherwise payable to the Participant hereunder shall be reduced by an amount equal to such statutory profit sharing amount payable to the Participant. If applicable, for purposes of calculating such reduction, the statutory profit sharing amount shall be converted to U.S. dollars in accordance with procedures established hereunder.

5. PAYMENT OF AWARDS.

(a) Time of Payment . An Award shall be paid to a Participant in cash after the Committee has certified in writing that the Performance Goal(s) for the Performance Year have been achieved but in no event later than the 15 ^th day of the third month following the end of such Performance Year. Notwithstanding the foregoing, an Award with respect to a Performance Year to be paid to a Participant that is not subject to income taxation under the laws of the United States, may be paid later than the 15th day of the third month following the end of such Performance Year, but shall not in any event be paid later than the 30th day of the fourth month following the end of such Performance Year. Awards payable to other Participants who have had a termination of employment on account of Retirement, death or Disability during the Performance Year shall be payable in accordance with Section 3(b) of the Plan and at the same time other Participants receive Awards under the Plan. If the Participant dies prior to receiving payment of an Award, any Award payable under the Plan to such Participant shall be paid to the Participant’s surviving spouse (if married) or estate (if unmarried).

(b) Withholding . Awards are subject to withholding for applicable federal, state and local taxes.

6. COMPLIANCE WITH SECTION 162(M) OF THE CODE.

(a) Purpose . The purpose of Section 6 of the Plan is to provide the Committee the ability to grant Qualified Performance-Based Awards to Covered Employees, in accordance with Section 162(m)(4)(C) of the Code. This Section 6 of the Plan shall apply only to Qualified Performance-Based Awards granted to Covered Employees and shall supersede any other provision of such Award or this Plan that is inconsistent with this Section 6.

(b) Procedures with Respect to Qualified Performance-Based Awards . Any Qualified Performance-Based Award granted by the Committee to a Covered Employee shall be set forth in writing and shall specify the following:

(i) the Covered Employee to whom the Award is made;

(ii) the Performance Goals applicable to the Performance Year, which shall be specified by the Committee no later than ninety (90) days after the beginning of such Performance Year, but in no event after twenty-five percent (25%) of the applicable Performance Year has elapsed, provided that the outcome is substantially uncertain at the time the Committee establishes such Performance Goals; and

(iii) the amount that may be earned upon attainment of such Performance Goals.

(c) Payment of Qualified Performance-Based Awards . Except as otherwise permitted under Section 162(m) of the Code, payment of any Qualified Performance-Based Award subject to this Section 6 of the Plan shall be contingent on the attainment of the Performance Goals applicable to such Award. Following the completion of each Performance Year and prior to the payment of such Qualified Performance-Based Award, the Committee shall certify in writing whether the applicable Performance Goals have been achieved for such Performance Year. In determining the amount earned by a Covered Employee, the Committee shall have the right to reduce or eliminate (but not to increase) the amount payable at a given level of performance to take into account additional factors that the Committee may deem relevant to the assessment of individual or corporate performance for the Performance Year. A Covered Employee shall be eligible to receive payment pursuant to a Qualified Performance-Based Award for a Performance Year only if the Performance Goals for such year are achieved.

(d) Additional Limitations . Notwithstanding any other provision of the Plan, any Award which is granted to a Covered Employee and is intended to constitute Qualified Performance-Based Award shall be subject to any additional limitations set forth in Section 162(m) of the Code (including any amendment to Section 162(m) of the Code) or any regulations or rulings issued thereunder that are requirements for qualification as qualified performance-based compensation as described in Section 162(m)(4)(C) of the Code, and the Plan and/or any Award shall be deemed amended to the extent necessary to conform to such requirements.

7. PLAN ADMINISTRATION.

(a) Administration . The Plan shall be administered by the Committee. The Committee shall have full discretionary authority to establish the rules and regulations relating to the Plan, to interpret the Plan and those rules and regulations, to determine the Awards and the Performance Measures applicable to each Award, to approve all Awards, to decide the facts in any case arising under the Plan, and to make all other determinations and to take all other actions necessary or appropriate for the proper administration of the Plan. In making any determinations under or

referred to in the Plan, the Committee shall be entitled to rely on opinions, reports or statements of employees of the Company and of counsel, public accountants, and other professional or expert persons. The Committee’s administration of the Plan, including all such rules and regulations, interpretations, selections, determinations, approvals, decisions, delegations, amendments, terminations and other actions, shall be final and binding on the Company and its stockholders and all employees, including Participants and their beneficiaries. No member of the Committee shall be liable for any action taken or determination made in good faith with respect to the Plan or any Award.

(b) Delegation . Except to the extent prohibited by applicable law or the applicable rules of a stock exchange, the Committee may allocate all or any portion of its responsibilities and powers to any one or more of its members, and may delegate all or any part of its responsibilities and powers for administering the Plan to one or more persons as the Committee deems appropriate, and at any time may revoke any such allocation or delegation.

8. AMENDMENT OR TERMINATION OF PLAN. The Committee may amend (in whole or in part) or terminate the Plan at any time, effective at such date as the Committee may determine. The Company also may amend (in whole or in part) or terminate the Plan at any time effective as of such date as the Company may determine, provided, however, any such amendment of the Plan by the Company is subject to the approval of the Committee.

9. MISCELLANEOUS PROVISIONS.

(a) Awards Not Transferable . A Participant’s right and interest under the Plan may not be assigned or transferred. Any attempted assignment or transfer shall be null and void and shall extinguish, in the Committee’s sole discretion, the Company’s obligation under the Plan to pay Awards with respect to the Participant.

(b) Effect of Awards on Other Compensation .

1) Awards shall not be considered eligible pay under other plans, benefit arrangements or fringe benefit arrangements of the Company, unless otherwise provided under the terms of other plans.

2) To the extent provided in the applicable benefit plan or benefit arrangement of an Employer, amounts payable as Awards will be reduced in accordance with the Participant’s compensation reduction election, if any, in effect under other plans at the time the Award is paid.

(c) No Employment Rights . This Plan is not a contract between the Employer and any employee or Participant. Neither the Plan, nor any action taken hereunder, shall be construed as giving to any Participant the right to be retained in the employ of the Employer. Nothing in the Plan shall limit or affect in any manner or degree the normal and usual powers of management, exercised by the officers and the Board or any committee of the Board, to change the duties or the character of employment of any employee or to remove an individual from the employment of the Employer at any time, all of which rights and powers are expressly reserved.

(d) Unfunded Plan . The Plan shall be unfunded. No Employer shall be required to establish any special or separate fund, or to make any other segregation of assets, to assure payment of Awards. Awards shall be paid solely from the general assets of the Participant’s Employer, to the extent the payments are attributable to services for the Employer. To the extent any person acquires a right to receive payments from an Employer under the Plan, the right is no greater than the right of any other unsecured general creditor.

(e) Payment in Shares of Company Common Stock . Notwithstanding any provision in this Plan to the contrary, the Committee may direct that payment of an Award be made in shares of the Company’s common stock, in lieu of cash, in accordance with any executive stock ownership guidelines adopted by the Committee. Any such Award paid in shares of the Company’s common stock shall be made pursuant to and in accordance with the Kansas City Southern 2008 Stock Option and Performance Award Plan (or any successor plan).

(f) Applicable Law . The Plan shall be governed by the laws of the State of Missouri and applicable federal law.