EMPLOYMENT AGREEMENT
THIS AGREEMENT, made and entered into as of this 1st day of April, 1992,
by and between The Kansas City Southern Railway Company, a Missouri
corporation ("Railway"), Kansas City Southern Industries, Inc., a Delaware
corporation ("KCSI") and James B. Dehner, an individual ("Executive").
WHEREAS, Executive is now employed by Railway, which is a wholly-owned
subsidiary of KCSI, and Railway, KCSI and Executive desire for Railway to
continue to employ Executive on the terms and conditions set forth in this
Agreement and to provide an incentive to Executive to remain in the employ of
Railway hereafter, particularly in the event of any Change in Control of KCSI
(as herein defined), thereby establishing and preserving continuity of
management of Railway;
WHEREAS, simultaneously herewith KCSI has granted Executive stock options
to acquire shares of KCSI common stock, and KCSI desires to encourage
significant long-term ownership of KCSI common stock by Executive through the
grant of such options and the award of Restricted Stock as provided herein;
and
WHEREAS, Executive intends to retain ownership of a substantial portion
of the shares of KCSI common stock acquired as Restricted Stock or through
exercise of stock options granted on or after the date hereof, and KCSI
intends to make future awards under its equity participation programs to
executives who have retained ownership of a substantial portion of their
shares of KCSI common stock.
NOW, THEREFORE, in consideration of the grant of stock options to
Executive, the award of Restricted Stock as provided herein and the mutual
covenants and agreements herein contained, it is agreed by and between
Railway, KCSI and Executive as follows:
1. Employment. Railway hereby continues the employment of Executive
as its Senior Vice President to serve at the pleasure of the Board of
Directors of Railway (the "Railway Board") and to have such duties, powers and
responsibilities as may be prescribed or delegated from time to time by the
President or other officer to whom Executive reports, subject to the powers
vested in the Railway Board and in the stockholder of Railway. Executive
shall faithfully perform his duties under this Agreement to the best of his
ability and shall devote substantially all of his working time and efforts to
the business and affairs of Railway and its affiliates.
2. Compensation.
(a) Base Compensation. Railway shall pay Executive as compensation
for his services hereunder an annual base salary at the rate in effect at the
time of execution of this Agreement, subject to adjustment from time to time
as agreed by the parties.
(b) Incentive Compensation. During the time that Railway continues
to be a wholly-owned subsidiary of KCSI, Railway shall include Executive as a
participant in the KCSI Incentive Compensation Plan under such terms as are
determined from time to time by the Board of Directors of KCSI (the "KCSI
Board") or the Compensation Committee or other appropriate committee of the
KCSI Board (the "Compensation Committee") and for such time as such plan shall
continue in existence. KCSI reserves the right to change, revoke or terminate
such plan at any time.
(c) Restricted Stock. As additional compensation for his services
hereunder, Executive has been awarded, as of the date hereof, three thousand
(3,000) shares of common stock (the "Restricted Stock") of KCSI, without the
payment of any further consideration therefor by Executive. Commencing on the
date hereof, Executive shall have all of the rights of a stockholder with
respect to the Restricted Stock, including without limitation rights to vote
and to receive dividends and other distributions and adjustments on such
shares, and such shares shall be deemed to be outstanding, fully paid and
non-assessable shares subject to the following restrictions:
(i) In the event Executive's employment hereunder is terminated for
cause by Railway (as defined in Paragraph 4(c) below), or terminated
voluntarily by Executive (other than upon material breach by Railway
pursuant to Paragraph 4 (a)) prior to the end of any period set forth
below, all rights of Executive in and to the number of shares of
Restricted Stock set forth below corresponding to the first end of
period following such termination shall be thereupon forfeited and
Executive shall immediately upon such termination transfer all such
shares (or an equivalent number of other shares of KCSI common stock) to
KCSI without any payment or other consideration to Executive:
End of Period Number of Shares Forfeited
March 31, 1993 3,000
March 31, 1994 2,400
March 31, 1995 1,800
March 31, 1996 1,200
March 31, 1997 600
The termination of Executive's employment by reason of retirement with the
consent of the Railway Board, death or disability shall not be considered a
voluntary termination of employment by Executive.
(ii) Executive shall not transfer any of the shares of Restricted
Stock which remain subject to forfeiture hereunder, other than to KCSI,
except with the prior approval of the KCSI Board or Compensation
Committee. In the event of termination of Executive's employment by
Railway other than for cause or by reason of retirement with the consent
of the Railway Board, death or disability, the Restricted Stock shall no
longer be subject to forfeiture hereunder.
(iii) The issuance of the Restricted Stock to Executive hereunder is
subject to any required federal, state and local withholding taxes,
which shall be paid in cash by Executive, and has not been registered
under federal or state securities laws. Executive represents that he is
acquiring the Restricted Stock for investment and not with a view to
distribution thereof.
(iv) Until they are no longer subject to forfeiture hereunder, each
certificate for shares of Restricted Stock issued to Executive hereunder
shall bear a legend, to the following effect:
"The shares represented hereby are subject to transfer
restrictions and forfeiture provisions under an Agreement dated
April 1, 1992 on file at the offices of the Company. These shares
may not be offered, sold, pledged or otherwise transferred other
than to the Company, except in compliance with the provisions of
such Agreement."
If any shares of Restricted Stock are transferred to KCSI to acquire
other shares of KCSI common stock, the foregoing legend shall apply to the
number of shares acquired as is equal to the number of shares of Restricted
Stock transferred to KCSI and shall be affixed to the appropriate stock
certificate or certificates. KCSI shall remove the foregoing legend at the
Executive's request with respect to certificates for any shares of Restricted
Stock which shall no longer be subject to forfeiture hereunder.
(v) Unless the shares of Restricted Stock are registered under the
Securities Act of 1933 and applicable state securities laws (which
registration may be performed by KCSI at its option), each certificate
for shares of Restricted Stock issued to Executive hereunder shall bear
a legend as follows:
"The shares represented by this certificate have not been
registered under the Securities Act of 1933 or under any state
securities law. These shares may not be offered, sold, pledged or
otherwise transferred, other than to the Company, in the absence
of said registration or the availability of an exemption
therefrom. No offer, sale, pledge or other transfer shall take
place without submitting to the Company evidence satisfactory to
counsel for the Company to the effect that such transaction does
not violate the restrictions set forth herein."
3. Benefits. During the period of his employment hereunder, Railway
shall provide Executive with coverage under such benefit plans and programs as
are made generally available to executives serving in the Office
of the Chief Executive of Railway, provided (a) railway shall have no
obligation with respect to any plan or program if Executive is not eligible
for coverage thereunder, and (b) Executive acknowledges that stock options
and other stock and equity participation awards are granted in the discretion
of the KCSI Board or Compensation Committee and that Executive has no right to
receive stock options or other equity participation awards or any
particular number or level of stock options or other awards. Executive
acknowledges that all rights and benefits under benefit plans and programs
shall be governed by the official text of each such plan or program and not
by any summary or description thereof or any provision of this Agreement and
that Railway is under no obligation to continue in effect or to fund any such
plan or program, except as provided in Paragraph 7 hereof. Railway also shall
continue to reimburse Executive for ordinary and necessary travel and other
business expenses in accordance with policies and procedures established by
Railway.
4. Termination.
(a) Termination by Executive. Executive may terminate this
Agreement and his employment hereunder by at least thirty (30) days advance
written notice to Railway, except that in the event of any material breach of
this Agreement by Railway, Executive may terminate this Agreement and his
employment hereunder immediately upon notice to Railway.
(b) Death or Disability. This Agreement and Executive's employment
hereunder shall terminate automatically on the death or disability of
Executive. For purposes of this Agreement, Executive shall be deemed to be
disabled if he is unable to engage in a significant portion of his normal
duties for Railway by reason of any physical or mental impairment which can be
expected to result in death or which has lasted or can be expected to last for
a continuous period of not less than six (6) months.
(c) Termination by Railway For Cause. Railway may terminate this
Agreement and Executive's employment "for cause" immediately upon notice to
Executive. For purposes of this Agreement, termination "for cause" shall mean
termination based upon any one or more of the following:
(i) Any material breach of this Agreement by Executive;
(ii) Executive's dishonesty involving Railway, KCSI or any
subsidiary of Railway or KCSI;
(iii) Gross negligence or willful misconduct in the performance
of Executive's duties as determined in good faith by the Railway Board;
(iv) Willful failure by Executive to follow reasonable
instructions of the President or other officer to whom Executive reports
concerning the operations or business of Railway or any subsidiary of Railway;
(v) Executive's fraud or criminal activity; or
(vi) Embezzlement or misappropriation by Executive.
(d) Termination by Railway Other Than For Cause.
(i) Railway may terminate this Agreement and Executive's
employment other than for cause immediately upon notice to Executive, and in
such event, Railway shall provide severance benefits to Executive in
accordance with Paragraph 4 (d) (ii) below.
(ii) In the event of termination of Executive's employment
under Paragraph 4 (d)(i), Railway shall continue, for a period of twelve (12)
months following such termination, (A) to pay to Executive as severance pay a
monthly amount equal to one-twelfth (1/12th) of the annual base salary
referenced in Paragraph 2(a) above at the rate in effect immediately prior to
termination, and, (B) to reimburse Executive for the cost (including state and
federal income taxes payable with respect to this reimbursement) of obtaining
coverage comparable to the health and life insurance provided pursuant to this
Agreement, unless Executive is provided comparable coverage in connection with
other employment. The foregoing obligations of Railway shall continue until
the end of the said twelve (12) month period notwithstanding the death or
disability of Executive during said period (except, in the event of death, the
obligation to reimburse Executive for the cost of life insurance shall not
continue). After termination of employment, Executive shall not be entitled
to accrue or receive benefits under the KCSI Executive Plan or the KCSI
Incentive Compensation Plan with respect to the severance pay provided herein,
notwithstanding that benefits under such plans then are still generally
available to executive employees of Railway; contributions and benefits under
such plans with respect to the year of termination shall be based solely upon
compensation paid to Executive for periods prior to termination. In the year
of termination, Executive shall be entitled to participate in the KCSI Profit
Sharing Plan and the KCSI Employee Stock Ownership Plan (if Railway employees
then still participate in such plans) only if the Executive meets all
requirements of such plans for participation in such year.
5. Non-Disclosure. During the term of this Agreement and at all times
after any termination of this Agreement, Executive shall not, either directly
or indirectly, use or disclose any Railway trade secret, except to the extent
necessary for Executive to perform his duties for Railway while an employee.
For purposes of this Agreement, the term "Railway trade secret" shall mean any
information regarding the business or activities of Railway or any subsidiary
or affiliate, including any formula, pattern, compilation, program, device,
method, technique, process, customer list, technical information or other
confidential or proprietary information, that (a) derives independent
economic value, actual or potential, from not being generally known
to, and not being readily ascertainable by proper means by, other persons who
can obtain economic value from its disclosure or use, and (b) is the subject
of efforts of Railway or its subsidiary or affiliate that are reasonable
under the circumstance to maintain its secrecy. In the event of any breach of
this Paragraph 5 by Executive, Railway shall be entitled to terminate any and
all remaining severance benefits under Paragraph 4(d)(ii) above and
shall be entitled to pursue such other legal and equitable remedies as may be
available.
6. Duties Upon Termination: Survival.
(a) Duties. Upon termination of this Agreement by Railway or
Executive for any reason, Executive shall immediately return to Railway all
Railway trade secrets which exist in tangible form and shall sign such written
resignations from all positions as an officer, director or member of any
committee or board of Railway and all direct and indirect subsidiaries and
affiliates of Railway as may be requested by Railway and shall sign such other
documents and papers relating to Executive's employment, benefits and benefit
plans as Railway may reasonably request.
(b) Survival. The provisions of Paragraphs 5 and 6(a) of this
Agreement shall survive any termination of this Agreement by Railway or
Executive, and the provisions of Paragraph 4(d)(ii) shall survive any
termination of this Agreement by Railway under Paragraph 4(d)(i).
7. Continuation of Employment Upon Change in Control.
(a) Continuation of Employment. Subject to the terms and
conditions of this Paragraph 7, in the event of a Change in Control of KCSI
(as defined in Paragraph 7(d)) at any time during the term of this
Agreement, Executive will remain in the employ of Railway for a period of an
additional three years from the date of such Change in Control of KCSI (the
"Control Change Date"). In the event of a Change in Control of KCSI, subject
to the terms and conditions of this Paragraph 7, Railway shall, for the three
year period (the "Three-Year Period") immediately following the Control Change
Date, continue to employ Executive at not less than the executive capacity
Executive held immediately prior to the Change in Control of KCSI. During the
Three-Year Period, Railway shall continue to pay Executive salary on the same
basis, at the same intervals, and at a rate not less than that, paid to
Executive at the Control Change Date. Notwithstanding any other provision
of this Agreement to the contrary, the provisions of this Paragraph 7 shall
apply only if at least eighty percent (80%) of the issued and outstanding
stock of all classes of Railway is owned by KCSI on the Control Change
Date.
(b) Benefits. During the Three-Year Period, Executive shall be
entitled to participate, on the basis of his executive position, in each of
the following plans (together, the "Specified Benefits") in existence,
and in accordance with the terms thereof, at the Control Change Date:
(i) any incentive compensation plan;
(ii) any benefit plan, and trust fund associated therewith,
related to (A) life, health, dental, disability, or accidental death and
dismemberment insurance, (B) profit sharing, thrift or deferred savings
(including deferred compensation, such as under Sec. 401(k) plans), (C)
retirement or pension benefits, (D) ERISA excess benefits and (E) tax favored
employee stock ownership (such as under ESOP, TRASOP, TCESO or PAYSOP
programs); and
(iii) any other benefit plans hereafter made generally
available to executives of Executive's level or to the employees of Railway
generally.
In addition, all outstanding options held by Executive under any stock option
plan of KCSI or its affiliates shall become immediately exercisable, and all
shares of Restricted Stock shall no longer be subject to forfeiture under
Paragraph 2(c) (i) above, on the Control Change Date.
(c) Payment. With respect to any plan or agreement under which
Executive would be entitled at the Control Change Date to receive Specified
Benefits as a general obligation of Railway which has not been separately
funded (including specifically, but not limited to, those referred to under
Paragraphs 7 (b) (i) and 7(b) (ii) (D) above), Executive shall receive within
five (5) days after such date full payment in cash (discounted to then present
value on the basis of a rate of 7.5 percent per annum) of all amounts to which
he is then entitled thereunder.
(d) Change in Control of KCSI. For purposes of this Agreement, a
"Change in Control of KCSI" shall be deemed to have occurred if (a) for any
reason at any time less than seventy-five percent (75%) of the members of the
KCSI Board shall be individuals who were members of the KCSI Board on the date
of this Agreement or individuals whose election, or nomination for election by
KCSI's stockholders, was approved by a vote of at least seventy-five percent
(75%) of the members of the KCSI Board then still in office who were
members of the KCSI Board on the date of this Agreement, or (b) any "person"
(as such term is used in Sections 13(d) and 14(d)(2) of the Securities
Exchange Act of 1934 (the "Exchange Act")) shall have become, according to
a public announcement or filing, without the prior approval of the KCSI Board,
the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act),
directly or indirectly, of securities of KCSI representing thirty
percent (30%) (forty percent (40%) with respect to Paragraph 7(c) hereof) or
more (calculated in accordance with Rule 13d-3) of the combined voting power
of KCSI's then outstanding voting securities (such "person" hereafter
referred to as a "Major Stockholder"); or (c) the stockholders of KCSI shall
have approved a merger, consolidation or dissolution of KCSI or a sale, lease,
exchange or disposition of all or substantially all of KCSI's assets, or a
Major Stockholder shall have proposed any such transaction, unless any such
merger, consolidation, dissolution, sale, lease, exchange or disposition shall
have been approved by a least seventy-five percent (75%) of the members
of the KCSI Board who were either (i) members of the KCSI Board on the date of
this Agreement or (ii) elected or nominated by at least seventy-five percent
(75%) of the members of the KCSI Board then still in office who were members
of the KCSI Board on the date of this Agreement.
(e) Termination After Control Change Date. Notwithstanding any
other provision of this Paragraph 7, at any time after the Control Change
Date, Railway may, through its Board, terminate the employment of Executive
(the "Termination"), but within five (5) days of the Termination it shall pay
to Executive his full base salary through the Termination, to the extent not
theretofore paid, plus a lump sum amount (the "Special Severance Payment")
equal to the product (discounted to then present value on the basis of a rate
of 7.5% per annum) of his annual base salary specified in Paragraph 7(a)
hereof multiplied by the number of years and any portion thereof remaining in
the Three-Year Period (or if the balance of the Three-Year Period after
Termination is less than one year, for one year, [hereinafter called the
"Extended Period"]). Specified Benefits to which Executive was entitled
immediately prior to Termination shall continue until the end of the
Three-Year Period (or the Extended Period, if applicable); provided that: (a)
if any plan pursuant to which Specified Benefits are provided immediately
prior to Termination would not permit continued participation by Executive
after Termination, then Railway shall pay to Executive within five (5) days
after Termination a lump sum payment equal to the amount of Specified Benefits
Executive would have received if Executive had been fully vested and a
continuing participant in such plan to the end of the Three-Year Period or the
Extended Period, if applicable; and (b) if Executive obtains new employment
following Termination, then following any waiting period applicable to
participation in any plan of the new employer, Executive shall continue to be
entitled to receive benefits pursuant to this sentence only to the extent such
benefits would exceed those available to Executive under comparable plans of
the Executive's new employer (but Executive shall not be required to repay
any amounts then already received by him).
(f) Resignation After Control Change Date. In the event of a
Change in Control of KCSI, thereafter, upon good reason (as defined below),
Executive may, at any time during the Three-Year Period or the Extended
Period, in his sole discretion, on not less than thirty (30) days' written
notice to the Secretary of Railway and effective at the end of such notice
period, resign his employment with Railway (the "Resignation"). Within five
(5) days of such a Resignation, Railway shall pay to Executive his full base
salary through the effective date of such Resignation, to the extent not
theretofore paid, plus a lump sum amount equal to the Special Severance
Payment (computed as provided in the first sentence of Paragraph 7(e), except
that for purposes of such computation all references to "Termination" shall be
deemed to be references to "Resignation"). Upon Resignation of Executive,
Specified Benefits to which Executive was entitled immediately prior to
Resignation shall continue on the same terms and conditions as provided in
Paragraph 7(e) in the case of Termination (including equivalent payments
provided for therein). For purposes of this Agreement, Executive shall have
"good reason" if there occurs without his consent (a) a reduction in the
character of the duties assigned to Executive or in Executive's level of work
responsibility or conditions; (b) a reduction in Executive's base salary
as in effect immediately prior to the Control Change Date or as the same may
have been increased thereafter; (c) a failure by Railway or its successor to
(i) continue any of the plans of the type referred to in Paragraph 7(b)
which shall have been in effect at the Control Change Date including those
providing for Specified Benefits) or to continue Executive as a participant in
any of such plans on at least the basis in effect immediately prior to the
Control Change Date; or (ii) provide other plans under which at least
equivalent compensation and benefits are available and in which Executive
continues to participate on a basis at least equivalent to his participation
in the Railway plans in effect immediately prior to the Control Change Date;
or (iii) to make the payment required under Paragraph 7(c); (d) the relocation
of the principal executive offices of Railway or its successor to a location
outside the metropolitan area of Kansas City, Missouri or requiring Executive
to be based anywhere other than Railway's principal executive office, except
for required travel on Railway's business to an extent substantially
consistent with Executive's obligations immediately prior to the Control
Change Date; or (e) any breach by Railway of this Agreement to the extent not
previously specified.
(g) Termination for Cause After Control Change Date.
Notwithstanding any other provision of this Paragraph 7, at any time after the
Control Change Date, Executive may be terminated by Railway "for cause"
without notice and without any payment hereunder only if such termination is
for an act of dishonesty by Executive constituting a felony under the laws of
the State of Missouri which resulted or was intended to result in gain or
personal enrichment of Executive at Railway's expense.
(h) Gross-Up Provision. If any Portion of any payments received by
Executive from Railway on or after the Control Change Date (whether payable
pursuant to the terms of this Agreement or any other plan, agreement or
arrangement with Railway, its successors or any person whose actions result in
a Change of Control of KCSI), shall be subject to the tax imposed by Section
4999 of the Internal Revenue Code of 1986, as amended, or any successor
statutory provision ("Parachute Payments"), Railway shall pay to Executive,
within five (5) days of Executive's Termination or Resignation such additional
amounts as are necessary so that, after taking into account any tax imposed by
such Section 4999 or any successor statutory provision on any such
Parachute Payments (as well as any income tax or Section 4999 tax on payments
made pursuant to this sentence), Executive is in the same after-tax position
that Executive would have been in if such Section 4999 or any successor
statutory provision did not apply and no payments were made pursuant to this
sentence.
(i) Mitigation and Expenses.
(i) Other Employment. After the Control Change Date,
Executive shall not be required to mitigate the amount of any payment provided
for in this Agreement by seeking other employment or otherwise and except as
expressly set forth herein no such other employment, if obtained, or
compensation or benefits payable in connection therewith shall reduce any
amounts or benefits to which Executive is entitled hereunder.
(ii) Expenses. If any dispute should arise under this
Agreement after the Control Change Date involving an effort by Executive to
protect, enforce or secure rights or benefits claimed by Executive hereunder,
Railway shall pay (promptly upon demand by Executive accompanied by reasonable
evidence of incurrence) all reasonable expenses (including attorneys' fees)
incurred by Executive in connection with such dispute, without regard to
whether Executive prevails in such dispute except that Executive shall repay
Railway any amounts so received if a court having jurisdiction shall make a
final, nonappealable determination that Executive acted frivolously or in bad
faith by such dispute. To assure Executive that adequate funds will be made
available to discharge Railway's obligations set forth in the preceding
sentence, Railway has established a trust and upon the occurrence of a Change
in Control of KCSI shall promptly deliver to the trustee of such trust to hold
in accordance with the terms and conditions thereof that sum which the Board
shall have determined is reasonably sufficient for such purpose.
(j) Successors in Interest. The rights and obligations of
Executive and Railway under this Paragraph 7 shall inure to the benefit of and
be binding in each and every respect upon the direct and indirect successors
and assigns of Railway and Executive, regardless of the manner in which such
successors or assigns shall succeed to the interest of Railway or Executive
hereunder, and this Paragraph 7 shall not be terminated by the voluntary or
involuntary dissolution of Railway or by any merger or consolidation or
acquisition involving Railway, or upon any transfer of all or substantially
all of Railway'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 Paragraph 7 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.
(k) Prevailing Provisions. On and after the Control Change Date,
the provisions of this Paragraph 7 shall control and take precedence over any
other provisions of this Agreement which are in conflict with or address the
same or a similar subject matter as the provisions of this Paragraph 7.
8. Notice. Notices and all other communications to either party
pursuant to this Agreement shall be in writing and shall be deemed to have
been given when personally delivered, delivered by telecopy or deposited in
the United States mail by certified or registered mail, postage prepaid,
addressed, in the case of Railway, to Railway, 114 West 11th Street, Kansas
City, Missouri 64105, Attention: Secretary, or, in the case of
the Executive, to him at 10120 Mackey, Overland Park, Kansas 66212, or to such
other address as a party shall designate by notice to the other party.
9. Amendment. No provision of this Agreement may be amended, modified,
waived or discharged unless such amendment, waiver, modification or discharge
is agreed to in a writing signed by Executive and the President of Railway.
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.
10. Successors and Assigns; Assignment by Executive Prohibited. The
rights and obligations of Railway under this Agreement shall inure to the
benefit of and shall be binding upon the successors and assigns of Railway.
Except as provided in Paragraph 7(j), 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 Railway.
11. 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.
12. 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.
13. Entire Agreement. This Agreement constitutes the entire agreement
between the parties with respect to the subject matter hereof and supersedes
all other prior agreements and understandings, both written and oral, between
the parties with respect to the subject matter hereof, except this Agreement
does not supersede any Officer Indemnification Agreement between Railway and
Executive.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the
day and year first above written.
THE KANSAS CITY SOUTHERN RAILWAY COMPANY
By /s/ George W. Edwards, Jr., President
George W. Edwards, Jr., President
KANSAS CITY SOUTHERN INDUSTRIES, INC
By /s/ Landon H. Rowland, President
Landon H. Rowland, President
/s/ James B. Dehner
James B. Dehner
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