Common use of Termination After Control Change Date Clause in Contracts

Termination After Control Change Date. Notwithstanding any other provision of this Paragraph 7, at any time after the Control Change Date, Railway may terminate the employment of Executive (the “Termination”), but unless such Termination is for Cause as defined in subparagraph (g) or for disability, within five (5) days of the Termination Railway 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 of (i) 175% of his annual base salary specified in Paragraph 7(a) multiplied by (ii) Three; and Specified Benefits (excluding any incentive compensation) to which Executive was entitled immediately prior to Termination shall continue until the end of the 3-year period (“Benefits Period”) beginning on the date of Termination. 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 under such plan if Executive had been fully vested in the average annual contributions or benefits in effect for the three plan years ending prior to the Control Change Date (regardless of any limitations based on the earnings or performance of KCS, or Railway) and a continuing participant in such plan to the end of the Benefits Period. Following the end of the Benefits Period, Railway shall continue to provide to the Executive and the Executive’s family the following benefits (“Post-Period Benefits”): (1) prior to the Executive’s attainment of age sixty (60), health, prescription and dental benefits equivalent to those then applicable to active peer executives of Railway) and their families, as the same may be modified from time to time, and (2) following the Executive’s attainment of age sixty (60) (and without regard to the Executive’s period of service with Railway) health and prescription benefits equivalent to those then applicable to retired peer executives of Railway and their families immediately prior to the Change of Control. The cost to the Executive of such Post-Period Benefits shall not exceed the cost of such benefits to active or retired (as applicable) peer executives immediately prior to the Change of Control. Notwithstanding the preceding two sentences of this Paragraph 7(e), if the Executive is covered under any health, prescription or dental plan provided by a subsequent employer, then the corresponding type of plan coverage (i.e., health, prescription or dental), required to be provided as Post-Period Benefits under this Paragraph 7(e) shall cease. The Executive’s rights under this Paragraph 7(e) shall be in addition to, and not in lieu of, any post-termination continuation coverage or conversion rights the Executive may have pursuant to applicable law, including without limitation continuation coverage required by Section 4980 of the Code. Nothing in this Paragraph 7(e) shall be deemed to limit in any manner the reserved right of Railway, in its sole and absolute discretion, to at any time amend, modify or terminate health, prescription or dental benefits for active or retired employees generally.

Termination After Control Change Date. Notwithstanding any other provision of this Paragraph 7, at any time after the Control Change Date, Railway KCSI may terminate the employment of Executive (the “Termination”), but unless such Termination is for Cause as defined in subparagraph (g) or for disability, within five (5) days of the Termination Railway KCSI 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 the then present value on the basis of a rate of seven percent (7%) per annum) of (i) 175160% of his annual base salary specified in Paragraph 7(a) multiplied by (ii) ThreeTwo; and Specified Benefits (excluding any incentive compensation) to which Executive was entitled immediately prior to Termination shall continue until the end of the 3-year period (“Benefits Period”) beginning on the date of Termination. 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 KCSI 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 under such plan if Executive had been fully vested in the average annual contributions or benefits in effect for the three plan years ending prior to the Control Change Date (regardless of any limitations based on the earnings or performance of KCS, KCSI or Railway) and a continuing participant in such plan to the end of the Benefits Period. Following the end of the Benefits Period, Railway KCSI shall continue to provide to the Executive and the Executive’s family the following benefits (“Post-Period Benefits”): (1) prior to the Executive’s attainment of age sixty (60), health, prescription and dental benefits equivalent to those then applicable to active peer executives of RailwayKCSI) and their families, as the same may be modified from time to time, and (2) following the Executive’s attainment of age sixty (60) (and without regard to the Executive’s period of service with RailwayKCSI) health and prescription benefits equivalent to those then applicable to retired peer executives of Railway KCSI and their families immediately prior families, as the same may be modified from time to the Change of Controltime. The cost to the Executive of such Post-Period Benefits shall not exceed the cost of such benefits to active or retired (as applicable) peer executives immediately prior executives, as the same may be modified from time to the Change of Controltime. Notwithstanding the preceding two sentences of this Paragraph 7(e), if the Executive is covered under any health, prescription or dental plan provided by a subsequent employer, then the corresponding type of plan coverage (i.e., health, prescription or dental), required to be provided as Post-Period Benefits under this Paragraph 7(e) shall cease. The Executive’s rights under this Paragraph 7(e) shall be in addition to, and not in lieu of, any post-termination continuation coverage or conversion rights the Executive may have pursuant to applicable law, including without limitation continuation coverage required by Section 4980 of the Code. Nothing in this Paragraph 7(e) shall be deemed to limit in any manner the reserved right of RailwayKCSI, in its sole and absolute discretion, to at any time amend, modify or terminate health, prescription or dental benefits for active or retired employees generally.

Termination After Control Change Date. Notwithstanding any other ------------------------------------- provision of this Paragraph 7, at any time after the Control Change Date, Railway Xxxxxxxx may terminate the employment of Executive (the “"Termination”"), but unless such Termination is for Cause as defined in subparagraph (g) or for disability, within five (5) days of the Termination Railway Xxxxxxxx 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 the then present value on the basis of a rate of seven percent (7%) per annum) of (i) 175% of his annual base salary specified in Paragraph 7(a) multiplied by (ii) Three; three, and Specified Benefits (excluding any incentive compensation) to which Executive was entitled immediately prior to Termination shall continue until the end of the 3-year period (“"Benefits Period”") beginning on the date of Termination. 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 Xxxxxxxx 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 under such plan if Executive had been fully vested in the average annual contributions or benefits in effect for the three plan years ending prior to the Control Change Date (regardless of any limitations based on the earnings or performance of KCS, or RailwayXxxxxxxx) and a continuing participant in such plan to the end of the Benefits Period. Following the end of the Benefits Period, Railway Xxxxxxxx shall continue to provide to the Executive and the Executive’s 's family the following benefits (“"Post-Period Benefits”"): (1) prior to the Executive’s 's attainment of age sixty (60), health, prescription and dental benefits equivalent to those then applicable to active peer executives of Railway) Xxxxxxxx and their families, as the same may be modified from time to time, and (2) following the Executive’s 's attainment of age sixty (60) (and without regard to the Executive’s 's period of service with Railway) Xxxxxxxx), health and prescription benefits equivalent to those then applicable to retired peer executives of Railway Xxxxxxxx and their families immediately prior families, as the same may be modified from time to the Change of Controltime. The cost to the Executive of such Post-Period Benefits shall not exceed the cost of such benefits to active or retired (as applicable) peer executives immediately prior executives, as the same may be modified from time to the Change of Controltime. Notwithstanding the preceding two sentences of this Paragraph 7(e), if the Executive is covered under any health, prescription or dental plan provided by a subsequent employer, then the corresponding type of plan coverage (i.e., health, prescription or dental), ) required to be provided as Post-Period Benefits under this Paragraph 7(e) shall cease. The Executive’s 's rights under this Paragraph 7(e) shall be in addition to, and not in lieu of, any post-termination continuation coverage or conversion rights the Executive may have pursuant to applicable law, including without limitation continuation coverage required by Section 4980 of the Code. Nothing in this Paragraph 7(e) shall be deemed to limit in any manner the reserved right of RailwayXxxxxxxx, in its sole and absolute discretion, to at any time amend, modify or terminate health, prescription or dental benefits for active or retired employees generally.

Termination After Control Change Date. Notwithstanding any other provision of this Paragraph 7, at any time after the Control Change Date, Railway KCSI may terminate the employment of Executive (the “"Termination”"), but unless such Termination is for Cause as defined in subparagraph (g) or for disability, within five (5) days of the Termination Railway KCSI 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 the then present value on the basis of a rate of seven percent (7%) per annum) of (i) 175% of his annual base salary specified in Paragraph 7(a) multiplied by (ii) Three; three and Specified Benefits (excluding any incentive compensation) to which Executive was entitled immediately prior to Termination shall continue until the end of the 3-year period (“"Benefits Period”") beginning on the date of Termination. 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 KCSI 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 under such plan if Executive had been fully vested in the average annual contributions or benefits in effect for the three plan years ending prior to the Control Change Date (regardless of any limitations based on the earnings or performance of KCS, or RailwayKCSI) and a continuing participant in such plan to the end of the Benefits Period. Following the end of the Benefits Period, Railway KCSI shall continue to provide to the Executive and the Executive’s 's family the following benefits (“"Post-Period Benefits”"): (1) prior to the Executive’s 's attainment of age sixty (60), health, prescription and dental benefits equivalent to those then applicable to active peer executives of Railway) KCSI and their families, as the same may be modified from time to time, and (2) following the Executive’s 's attainment of age sixty (60) (and without regard to the Executive’s 's period of service with Railway) KCSI), health and prescription benefits equivalent to those then applicable to retired peer executives of Railway KCSI and their families immediately prior families, as the same may be modified from time to the Change of Controltime. The cost to the Executive of such Post-Period Benefits shall not exceed the cost of such benefits to active or retired (as applicable) peer executives immediately prior executives, as the same may be modified from time to the Change of Controltime. Notwithstanding the preceding two sentences of this Paragraph 7(e), if the Executive is covered under any health, prescription or dental plan provided by a subsequent employer, then the corresponding type of plan coverage (i.e., health, prescription or dental), ) required to be provided as Post-Period Benefits under this Paragraph 7(e) shall cease. The Executive’s 's rights under this Paragraph 7(e) shall be in addition to, and not in lieu of, any post-termination continuation coverage or conversion rights the Executive may have pursuant to applicable law, including without limitation continuation coverage required by Section 4980 of the Code. Nothing in this Paragraph 7(e) shall be deemed to limit in any manner the reserved right of RailwayKCSI, in its sole and absolute discretion, to at any time amend, modify or terminate health, prescription or dental benefits for active or retired employees generally.

Termination After Control Change Date. Notwithstanding any other provision of this Paragraph 7, at any time after the Control Change Date, Railway may terminate the employment of Executive (the “"Termination”"), but unless such Termination is for Cause as defined in subparagraph (g) or for disability, within five (5) days of the Termination Railway 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 the then present value on the basis of a rate of seven percent (7%) per annum) of (i) 175167.67% of his annual base salary specified in Paragraph 7(a) multiplied by (ii) Three; and Specified Benefits (excluding any incentive compensation) to which Executive was entitled immediately prior to Termination shall continue until the end of the 3-year period (“"Benefits Period”") beginning on the date of Termination. 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 under such plan if Executive had been fully vested in the average annual contributions or benefits in effect for the three plan years ending prior to the Control Change Date (regardless of any limitations based on the earnings or performance of KCSKCSI, KCSL or Railway) and a continuing participant in such plan to the end of the Benefits Period. Following the end of the Benefits Period, Railway shall continue to provide to the Executive and the Executive’s 's family the following benefits (“"Post-Period Benefits”"): (1) prior to the Executive’s 's attainment of age sixty (60), health, prescription and dental benefits equivalent to those then applicable to active peer executives of Railway) and their families, as the same may be modified from time to time, and (2) following the Executive’s 's attainment of age sixty (60) (and without regard to the Executive’s 's period of service with Railway) health and prescription benefits equivalent to those then applicable to retired peer executives of Railway and their families immediately prior families, as the same may be modified from time to the Change of Controltime. The cost to the Executive of such Post-Period Benefits shall not exceed the cost of such benefits to active or retired (as applicable) peer executives immediately prior executives, as the same may be modified from time to the Change of Controltime. Notwithstanding the preceding two sentences of this Paragraph 7(e), if the Executive is covered under any health, prescription or dental plan provided by a subsequent employer, then the corresponding type of plan coverage (i.e., health, prescription or dental), required to be provided as Post-Period Benefits under this Paragraph 7(e) shall cease. The Executive’s 's rights under this Paragraph 7(e) shall be in addition to, and not in lieu of, any post-termination continuation coverage or conversion rights the Executive may have pursuant to applicable law, including without limitation continuation coverage required by Section 4980 of the Code. Nothing in this Paragraph 7(e) shall be deemed to limit in any manner the reserved right of Railway, in its sole and absolute discretion, to at any time amend, modify or terminate health, prescription or dental benefits for active or retired employees generally.

Termination After Control Change Date. Notwithstanding any other provision of this Paragraph 7, at any time after the Control Change Date, Railway KCSI may terminate the employment of Executive (the “"Termination”"), but unless such Termination is for Cause as defined in subparagraph (g) or for disability, within five (5) days of the Termination Railway KCSI 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 the then present value on the basis of a rate of seven percent (7%) per annum) of (i) 175166.67% of his annual base salary specified in Paragraph 7(a) multiplied by (ii) Three; Three and Specified Benefits (excluding any incentive compensation) to which Executive was entitled immediately prior to Termination shall continue until the end of the 3-year period (“"Benefits Period”") beginning on the date of Termination. 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 KCSI 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 under such plan if Executive had been fully vested in the average annual contributions or benefits in effect for the three plan years ending prior to the Control Change Date (regardless of any limitations based on the earnings or performance of KCS, or RailwayKCSI) and a continuing participant in such plan to the end of the Benefits Period. Following the end of the Benefits Period, Railway KCSI shall continue to provide to the Executive and the Executive’s 's family the following benefits (“"Post-Period Benefits”"): (1) prior to the Executive’s 's attainment of age sixty (60), health, prescription and dental benefits equivalent to those then applicable to active peer executives of Railway) KCSI and their families, as the same may be modified from time to time, and (2) following the Executive’s 's attainment of age sixty (60) (and without regard to the Executive’s 's period of service with Railway) KCSI), health and prescription benefits equivalent to those then applicable to retired peer executives of Railway KCSI and their families immediately prior families, as the same may be modified from time to the Change of Controltime. The cost to the Executive of such Post-Period Benefits shall not exceed the cost of such benefits to active or retired (as applicable) peer executives immediately prior executives, as the same may be modified from time to the Change of Controltime. Notwithstanding the preceding two sentences of this Paragraph 7(e), if the Executive is covered under any health, prescription or dental plan provided by a subsequent employer, then the corresponding type of plan coverage (i.e., health, prescription or dental), ) required to be provided as Post-Period Benefits under this Paragraph 7(e) shall cease. The Executive’s 's rights under this Paragraph 7(e) shall be in addition to, and not in lieu of, any post-termination continuation coverage or conversion rights the Executive may have pursuant to applicable law, including without limitation continuation coverage required by Section 4980 of the Code. Nothing in this Paragraph 7(e) shall be deemed to limit in any manner the reserved right of RailwayKCSI, in its sole and absolute discretion, to at any time amend, modify or terminate health, prescription or dental benefits for active or retired employees generally.

Termination After Control Change Date. Notwithstanding any other provision of this Paragraph 7, at any time after the Control Change Date, Railway Stilwell may terminate the employment of emploxxxxx xx Executive (the “"Termination”"), but unless such Termination is for Cause as defined in subparagraph (g) or for disability, within five (5) days of the Termination Railway Stilwell shall pay to Executive his full xxx xxxx 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 the then present value on the basis of a rate of seven percent (7%) per annum) of (i) 175______% of his annual base salary specified in Paragraph 7(a) multiplied by (ii) Three; ________, and Specified Benefits (excluding any incentive compensation) to which Executive was entitled immediately prior to Termination shall continue until the end of the 3-year period (“"Benefits Period”") beginning on the date of Termination. 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 Stilwell shall pay to Executive within five xxxxxx xive (5) days after Termination a lump sum payment equal to the amount of Specified Benefits Executive would have received under such plan if Executive had been fully vested in the average annual contributions or benefits in effect for the three plan years ending prior to the Control Change Date (regardless of any limitations based on the earnings or performance of KCS, or RailwayStilwell) and a continuing participant in partixxxxxx xn such plan to the end of the Benefits Period. Following the end of the Benefits Period, Railway Stilwell shall continue to provide to the provixx xx xxe Executive and the Executive’s 's family the following benefits (“"Post-Period Benefits”"): (1) prior to the Executive’s 's attainment of age sixty (60), health, prescription and dental benefits equivalent to those then applicable to active peer executives of Railway) Stilwell and their families, as the same xxx xxxx may be modified from time to time, and (2) following the Executive’s 's attainment of age sixty (60) (and without regard to the Executive’s 's period of service with Railway) Stilwell), health and prescription benefits prescriptixx xxxxxits equivalent to those then applicable to retired peer executives of Railway Stilwell and their families immediately prior families, as xxx xxxx may be modified from time to the Change of Controltime. The cost to the Executive of such Post-Period Benefits shall not exceed the cost of such benefits to active or retired (as applicable) peer executives immediately prior executives, as the same may be modified from time to the Change of Controltime. Notwithstanding the preceding two sentences of this Paragraph 7(e), if the Executive is covered under any health, prescription or dental plan provided by a subsequent employer, then the corresponding type of plan coverage (i.e., health, prescription or dental), ) required to be provided as Post-Period Benefits under this Paragraph 7(e) shall cease. The Executive’s 's rights under this Paragraph 7(e) shall be in addition to, and not in lieu of, any post-post- termination continuation coverage or conversion rights the Executive may have pursuant to applicable law, including without limitation continuation coverage required by Section 4980 of the Code. Nothing in this Paragraph 7(e) shall be deemed to limit in any manner the reserved right of RailwayStilwell, in its sole and absolute discretionabsoluxx xxxxxetion, to at any time amend, modify or terminate health, prescription or dental benefits for active or retired employees generally.

Termination After Control Change Date. Notwithstanding any other provision of this Paragraph 7, at any time after the Control Change Date, Railway Stilwell may terminate the employment emxxxxxxxx of Executive (the “"Termination”"), but unless such Termination is for Cause as defined in subparagraph (g) or for disability, within five (5) days of the Termination Railway Stilwell shall pay to Executive his Executixx xxx 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 the then present value on the basis of a rate of seven percent (7%) per annum) of (i) 175% of his annual base salary specified in Paragraph 7(a) multiplied by (ii) Three; three, and Specified Benefits (excluding any incentive compensation) to which Executive was entitled immediately prior to Termination shall continue until the end of the 3Three-year Year period (“"Benefits Period”") beginning on the date of Termination. 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 Stilwell shall pay to Executive within xxxxxx five (5) days after Termination a lump sum payment equal to the amount of Specified Benefits Executive would have received under such plan if Executive had been fully vested in the average annual contributions or benefits in effect for the three plan years ending prior to the Control Change Date (regardless of any limitations based on the earnings or performance of KCS, or RailwayStilwell) and a continuing participant pxxxxxxxxnt in such plan to the end of the Benefits Period. Following the end of the Benefits Period, Railway Stilwell shall continue to provide to proxxxx xx the Executive and the Executive’s 's family the following benefits (“"Post-Period Benefits”"): (1) prior to the Executive’s 's attainment of age sixty (60), health, prescription and dental benefits equivalent to those then applicable to active peer executives of Railway) Stilwell and their families, as the same xxx xxxe may be modified from time to time, and (2) following the Executive’s 's attainment of age sixty (60) (and without regard to the Executive’s 's period of service with Railway) Stilwell), health and prescription benefits prescripxxxx xxnefits equivalent to those then applicable to retired peer executives of Railway Stilwell and their families immediately prior families, xx xxx xame may be modified from time to the Change of Controltime. The cost to the Executive of such Post-Period Benefits shall not exceed the cost of such benefits to active or retired (as applicable) peer executives immediately prior executives, as the same may be modified from time to the Change of Controltime. Notwithstanding the preceding two sentences of this Paragraph 7(e), if the Executive is covered under any health, prescription or dental plan provided by a subsequent employer, then the corresponding type of plan coverage (i.e., health, prescription or dental), ) required to be provided as Post-Period Benefits under this Paragraph 7(e) shall cease. The Executive’s 's rights under this Paragraph 7(e) shall be in addition to, and not in lieu of, any post-termination continuation coverage or conversion rights the Executive may have pursuant to applicable law, including without limitation continuation coverage required by Section 4980 of the Code. Nothing in this Paragraph 7(e) shall be deemed to limit in any manner the reserved right of RailwayStilwell, in its sole and absolute discretionabsoxxxx xxxcretion, to at any time amend, modify or terminate health, prescription or dental benefits for active or retired employees generally.

Termination After Control Change Date. Notwithstanding any other provision of this Paragraph 7, at any time after the Control Change Date, Railway Stilwell may terminate the employment empxxxxxxx of Executive (the “"Termination”"), but unless such Termination is for Cause as defined in subparagraph (g) or for disability, within five (5) days of the Termination Railway Stilwell shall pay to Executive his full Executivx xxx xxll 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 the then present value on the basis of a rate of seven percent (7%) per annum) of (i) 175_____% of his annual base salary specified in Paragraph 7(a) multiplied by (ii) Three; _____ and Specified Benefits (excluding any incentive compensation) to which Executive was entitled immediately prior to Termination shall continue until the end of the 3-year period (“"Benefits Period”") beginning on the date of Termination. 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 Stilwell shall pay to Executive within Executivx xxxxxx five (5) days after Termination a lump sum payment equal to the amount of Specified Benefits Executive would have received under such plan if Executive had been fully vested in the average annual contributions or benefits in effect for the three plan years ending prior to the Control Change Date (regardless of any limitations based on the earnings or performance of KCS, or RailwayStilwell) and a continuing participant parxxxxxxxx in such plan to the end of the Benefits Period. Following the end of the Benefits Period, Railway Stilwell shall continue to provide to proxxxx xx the Executive and the Executive’s 's family the following benefits (“"Post-Period Benefits”"): (1) prior to the Executive’s 's attainment of age sixty (60), health, prescription and dental benefits equivalent to those then applicable to active peer executives of Railway) Stilwell and their families, as the same ax xxx xxme may be modified from time to time, and (2) following the Executive’s 's attainment of age sixty (60) (and without regard to the Executive’s 's period of service with Railway) Stilwell), health and prescription benefits prescripxxxx xxxefits equivalent to those then applicable to retired peer executives of Railway Stilwell and their families immediately prior families, ax xxx xxme may be modified from time to the Change of Controltime. The cost to the Executive of such Post-Period Benefits shall not exceed the cost of such benefits to active or retired (as applicable) peer executives immediately prior executives, as the same may be modified from time to the Change of Controltime. Notwithstanding the preceding two sentences of this Paragraph 7(e), if the Executive is covered under any health, prescription or dental plan provided by a subsequent employer, then the corresponding type of plan coverage (i.e., health, prescription or dental), ) required to be provided as Post-Period Benefits under this Paragraph 7(e) shall cease. The Executive’s 's rights under this Paragraph 7(e) shall be in addition to, and not in lieu of, any post-post- termination continuation coverage or conversion rights the Executive may have pursuant to applicable law, including without limitation continuation coverage required by Section 4980 of the Code. Nothing in this Paragraph 7(e) shall be deemed to limit in any manner the reserved right of RailwayStilwell, in its sole and absolute discretionabsoxxxx xxxcretion, to at any time amend, modify or terminate health, prescription or dental benefits for active or retired employees generally.

Termination After Control Change Date. Notwithstanding any other provision of this Paragraph 7, at any time after the Control Change Date, Railway Xxxxxxxx may terminate the employment of Executive (the “"Termination”"), but unless such Termination is for Cause as defined in subparagraph (g) or for disability, within five (5) days of the Termination Railway Xxxxxxxx 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 the then present value on the basis of a rate of seven percent (7%) per annum) of (i) 175_____% of his annual base salary specified in Paragraph 7(a) multiplied by (ii) Three; ______, and Specified Benefits (excluding any incentive compensation) to which Executive was entitled immediately prior to Termination shall continue until the end of the 3-year period (“"Benefits Period”") beginning on the date of Termination. 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 Xxxxxxxx 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 under such plan if Executive had been fully vested in the average annual contributions or benefits in effect for the three plan years ending prior to the Control Change Date (regardless of any limitations based on the earnings or performance of KCS, or RailwayXxxxxxxx) and a continuing participant in such plan to the end of the Benefits Period. Following the end of the Benefits Period, Railway Xxxxxxxx shall continue to provide to the Executive and the Executive’s 's family the following benefits (“"Post-Period Benefits”"): (1) prior to the Executive’s 's attainment of age sixty (60), health, prescription and dental benefits equivalent to those then applicable to active peer executives of Railway) Xxxxxxxx and their families, as the same may be modified from time to time, and (2) following the Executive’s 's attainment of age sixty (60) (and without regard to the Executive’s 's period of service with Railway) Xxxxxxxx), health and prescription benefits equivalent to those then applicable to retired peer executives of Railway Xxxxxxxx and their families immediately prior families, as the same may be modified from time to the Change of Controltime. The cost to the Executive of such Post-Period Benefits shall not exceed the cost of such benefits to active or retired (as applicable) peer executives immediately prior executives, as the same may be modified from time to the Change of Controltime. Notwithstanding the preceding two sentences of this Paragraph 7(e), if the Executive is covered under any health, prescription or dental plan provided by a subsequent employer, then the corresponding type of plan coverage (i.e., health, prescription or dental), ) required to be provided as Post-Period Benefits under this Paragraph 7(e) shall cease. The Executive’s 's rights under this Paragraph 7(e) shall be in addition to, and not in lieu of, any post-post- termination continuation coverage or conversion rights the Executive may have pursuant to applicable law, including without limitation continuation coverage required by Section 4980 of the Code. Nothing in this Paragraph 7(e) shall be deemed to limit in any manner the reserved right of RailwayXxxxxxxx, in its sole and absolute discretion, to at any time amend, modify or terminate health, prescription or dental benefits for active or retired employees generally.

Termination After Control Change Date. Notwithstanding any other provision of this Paragraph 7, at any time after the Control Change Date, Railway Xxxxxxxx may terminate the employment of Executive (the “"Termination”"), but unless such Termination is for Cause as defined in subparagraph (g) or for disability, within five (5) days of the Termination Railway Xxxxxxxx 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 the then present value on the basis of a rate of seven percent (7%) per annum) of (i) 175% of his annual base salary specified in Paragraph 7(a) multiplied by (ii) Three; three and Specified Benefits (excluding any incentive compensation) to which Executive was entitled immediately prior to Termination shall continue until the end of the 3-year period (“"Benefits Period”") beginning on the date of Termination. 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 Xxxxxxxx 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 under such plan if Executive had been fully vested in the average annual contributions or benefits in effect for the three plan years ending prior to the Control Change Date (regardless of any limitations based on the earnings or performance of KCS, or RailwayXxxxxxxx) and a continuing participant in such plan to the end of the Benefits Period. Following the end of the Benefits Period, Railway Xxxxxxxx shall continue to provide to the Executive and the Executive’s 's family the following benefits (“"Post-Period Benefits”"): (1) prior to the Executive’s 's attainment of age sixty (60), health, prescription and dental benefits equivalent to those then applicable to active peer executives of Railway) Xxxxxxxx and their families, as the same may be modified from time to time, and (2) following the Executive’s 's attainment of age sixty (60) (and without regard to the Executive’s 's period of service with Railway) Xxxxxxxx), health and prescription benefits equivalent to those then applicable to retired peer executives of Railway Xxxxxxxx and their families immediately prior families, as the same may be modified from time to the Change of Controltime. The cost to the Executive of such Post-Period Benefits shall not exceed the cost of such benefits to active or retired (as applicable) peer executives immediately prior executives, as the same may be modified from time to the Change of Controltime. Notwithstanding the preceding two sentences of this Paragraph 7(e), if the Executive is covered under any health, prescription or dental plan provided by a subsequent employer, then the corresponding type of plan coverage (i.e., health, prescription or dental), ) required to be provided as Post-Period Benefits under this Paragraph 7(e) shall cease. The Executive’s 's rights under this Paragraph 7(e) shall be in addition to, and not in lieu of, any post-post- termination continuation coverage or conversion rights the Executive may have pursuant to applicable law, including without limitation continuation coverage required by Section 4980 of the Code. Nothing in this Paragraph 7(e) shall be deemed to limit in any manner the reserved right of RailwayXxxxxxxx, in its sole and absolute discretion, to at any time amend, modify or terminate health, prescription or dental benefits for active or retired employees generally.

Termination After Control Change Date. Notwithstanding any other ------------------------------------- provision of this Paragraph 7, at any time after the Control Change Date, Railway may terminate the employment of Executive (the “"Termination”"), but unless such Termination is for Cause as defined in subparagraph (g) or for disability, within five (5) days of the Termination Railway 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 the then present value on the basis of a rate of seven percent (7%) per annum) of (i) 175% of his annual base salary specified in Paragraph 7(a) multiplied by (ii) Three; and Specified Benefits (excluding any incentive compensation) to which Executive was entitled immediately prior to Termination shall continue until the end of the 3-year period (“"Benefits Period”") beginning on the date of Termination. 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 under such plan if Executive had been fully vested in the average annual contributions or benefits in effect for the three plan years ending prior to the Control Change Date (regardless of any limitations based on the earnings or performance of KCS, KCSI or Railway) and a continuing participant in such plan to the end of the Benefits Period. Following the end of the Benefits Period, Railway shall continue to provide to the Executive and the Executive’s 's family the following benefits (“"Post-Period Benefits”"): (1) prior to the Executive’s 's attainment of age sixty (60), health, prescription and dental benefits equivalent to those then applicable to active peer executives of Railway) and their families, as the same may be modified from time to time, and (2) following the Executive’s 's attainment of age sixty (60) (and without regard to the Executive’s 's period of service with Railway) health and prescription benefits equivalent to those then applicable to retired peer executives of Railway and their families immediately prior families, as the same may be modified from time to the Change of Controltime. The cost to the Executive of such Post-Period Benefits shall not exceed the cost of such benefits to active or retired (as applicable) peer executives immediately prior executives, as the same may be modified from time to the Change of Controltime. Notwithstanding the preceding two sentences of this Paragraph 7(e), if the Executive is covered under any health, prescription or dental plan provided by a subsequent employer, then the corresponding type of plan coverage (i.e., health, prescription or dental), required to be provided as Post-Period Benefits under this Paragraph 7(e) shall cease. The Executive’s 's rights under this Paragraph 7(e) shall be in addition to, and not in lieu of, any post-termination continuation coverage or conversion rights the Executive may have pursuant to applicable law, including without limitation continuation coverage required by Section 4980 of the Code. Nothing in this Paragraph 7(e) shall be deemed to limit in any manner the reserved right of Railway, in its sole and absolute discretion, to at any time amend, modify or terminate health, prescription or dental benefits for active or retired employees generally.

Termination After Control Change Date. Notwithstanding any other provision of this Paragraph 7, at any time after the Control Change Date, Railway Stilwell may terminate the employment of Executive (the “"Termination”"), but xxx unless such Termination is for Cause as defined in subparagraph (g) or for disability, within five (5) business days of the Termination Railway Stilwell shall pay to Executive his full base salary Base Salary through the TerminationTerxxxxxxxx, to the extent not theretofore paid, plus a lump sum amount (the “"Special Severance Payment”") equal to the product (discounted to the then present value on the basis of a rate of five percent (5%) per annum) of (i) 175% of his annual base salary Base Salary specified in Paragraph 7(a) multiplied by (ii) Three; three, and Specified Benefits (excluding any incentive compensation) to which Executive was entitled immediately prior to Termination shall continue until the end of the three (3-) year period (“"Benefits Period”") beginning on the date of Termination. 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 Stilwell shall pay to Executive within five (5) business days after Termination Xxxxxxxxion a lump sum payment equal to the amount of Specified Benefits Executive would have received under such plan if Executive had been fully vested in the average annual contributions or benefits in effect for the three plan years ending prior to the Control Change Date (regardless of any limitations based on the earnings or performance of KCS, or RailwayStilwell) and a continuing participant in such plan to the end of the Benefits thx Xxxxxxts Period. Following the end of the Benefits Period, Railway Stilwell shall continue to provide to the Executive and the Executive’s family the following 's famixx xxx xollowing benefits (“"Post-Period Benefits”"): (1) prior to the Executive’s 's attainment of age sixty (60), health, prescription and dental benefits equivalent to those then applicable to active peer executives of Railway) Stilwell and their families, as the same may be modified from time to timetx xxxx, and (2) following the Executive’s 's attainment of age sixty (60) (and without regard to the Executive’s 's period of service with Railway) Stilwell), health and prescription benefits equivalent to those then applicable xxxxxxxble to retired peer executives of Railway Stilwell and their families immediately prior to families, as the Change of Control. The cost to the Executive of such Post-Period Benefits shall not exceed the cost of such benefits to active or retired (as applicable) peer executives immediately prior to the Change of Control. Notwithstanding the preceding two sentences of this Paragraph 7(e), if the Executive is covered under any health, prescription or dental plan provided by a subsequent employer, then the corresponding type of plan coverage (i.e., health, prescription or dental), required to same may be provided as Post-Period Benefits under this Paragraph 7(e) shall cease. The Executive’s rights under this Paragraph 7(e) shall be in addition to, and not in lieu of, any post-termination continuation coverage or conversion rights the Executive may have pursuant to applicable law, including without limitation continuation coverage required by Section 4980 of the Code. Nothing in this Paragraph 7(e) shall be deemed to limit in any manner the reserved right of Railway, in its sole and absolute discretion, to at any modified from time amend, modify or terminate health, prescription or dental benefits for active or retired employees generally.tx

Termination After Control Change Date. Notwithstanding any other provision of this Paragraph 7, at any time after the Control Change Date, Railway Stilwell may terminate the employment of Executive ox Xxxxxxive (the “"Termination”"), but unless such Termination is for Cause as defined in subparagraph (g) or for disability, within five (5) days of the Termination Railway Stilwell shall pay to Executive his full base salary fulx xxxx xalary through the Termination, to the extent not theretofore paid, plus a lump sum amount (the “"Special Severance Payment”") equal to the product (discounted to the then present value on the basis of a rate of seven percent (7%) per annum) of (i) 175160% of his annual base salary specified in Paragraph 7(a) multiplied by (ii) Three; two and Specified Benefits (excluding any incentive compensation) to which Executive was entitled immediately prior to Termination shall continue until the end of the 3-year period (“"Benefits Period”") beginning on the date of Termination. 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 Stilwell shall pay to Executive within five xxxx (50) days after Termination a lump sum payment equal to the amount of Specified Benefits Executive would have received under such plan if Executive had been fully vested in the average annual contributions or benefits in effect for the three plan years ending prior to the Control Change Date (regardless of any limitations based on the earnings or performance of KCS, or RailwayStilwell) and a continuing participant in such xx xxxx plan to the end of the Benefits Period. Following the end of the Benefits Period, Railway Stilwell shall continue to provide to the Executive txx Xxxxxtive and the Executive’s 's family the following benefits (“"Post-Period Benefits”"): (1) prior to the Executive’s 's attainment of age sixty (60), health, prescription and dental benefits equivalent to those then applicable to active peer executives of Railway) Stilwell and their families, as the same may be samx xxx xx modified from time to time, and (2) following the Executive’s 's attainment of age sixty (60) (and without regard to the Executive’s 's period of service with Railway) Stilwell), health and prescription benefits equivalent benexxxx xxxivalent to those then applicable to retired peer executives of Railway Stilwell and their families immediately prior families, as the samx xxx xx modified from time to the Change of Controltime. The cost to the Executive of such Post-Period Benefits shall not exceed the cost of such benefits to active or retired (as applicable) peer executives immediately prior executives, as the same may be modified from time to the Change of Controltime. Notwithstanding the preceding two sentences of this Paragraph 7(e), if the Executive is covered under any health, prescription or dental plan provided by a subsequent employer, then the corresponding type of plan coverage (i.e., health, prescription or dental), ) required to be provided as Post-Period Benefits under this Paragraph 7(e) shall cease. The Executive’s 's rights under this Paragraph 7(e) shall be in addition to, and not in lieu of, any post-post- termination continuation coverage or conversion rights the Executive may have pursuant to applicable law, including without limitation continuation coverage required by Section 4980 of the Code. Nothing in this Paragraph 7(e) shall be deemed to limit in any manner the reserved right of RailwayStilwell, in its sole and absolute discretiondiscxxxxxx, to at any time amend, modify or terminate health, prescription or dental benefits for active or retired employees generally.

Termination After Control Change Date. Notwithstanding any other provision of this Paragraph 7, at any time after the Control Change Date, Railway Xxxxxxxx may terminate the employment of Executive (the “"Termination”"), but unless such Termination is for Cause as defined in subparagraph (g) or for disability, within five (5) days of the Termination Railway Xxxxxxxx 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 the then present value on the basis of a rate of seven percent (7%) per annum) of (i) 175166.67% of his annual base salary specified in Paragraph 7(a) multiplied by (ii) Three; three and Specified Benefits (excluding any incentive compensation) to which Executive was entitled immediately prior to Termination shall continue until the end of the 3-year period (“"Benefits Period”") beginning on the date of Termination. 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 Xxxxxxxx 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 under such plan if Executive had been fully vested in the average annual contributions or benefits in effect for the three plan years ending prior to the Control Change Date (regardless of any limitations based on the earnings or performance of KCS, or RailwayXxxxxxxx) and a continuing participant in such plan to the end of the Benefits Period. Following the end of the Benefits Period, Railway Xxxxxxxx shall continue to provide to the Executive and the Executive’s 's family the following benefits (“Post-"Post- Period Benefits”"): (1) prior to the Executive’s 's attainment of age sixty (60), health, prescription and dental benefits equivalent to those then applicable to active peer executives of Railway) Xxxxxxxx and their families, as the same may be modified from time to time, and (2) following the Executive’s 's attainment of age sixty (60) (and without regard to the Executive’s 's period of service with Railway) Xxxxxxxx), health and prescription benefits equivalent to those then applicable to retired peer executives of Railway Xxxxxxxx and their families immediately prior families, as the same may be modified from time to the Change of Controltime. The cost to the Executive of such Post-Period Benefits shall not exceed the cost of such benefits to active or retired (as applicable) peer executives immediately prior executives, as the same may be modified from time to the Change of Controltime. Notwithstanding the preceding two sentences of this Paragraph 7(e), if the Executive is covered under any health, prescription or dental plan provided by a subsequent employer, then the corresponding type of plan coverage (i.e., health, prescription or dental), ) required to be provided as Post-Period Benefits under this Paragraph 7(e) shall cease. The Executive’s 's rights under this Paragraph 7(e) shall be in addition to, and not in lieu of, any post-termination continuation coverage or conversion rights the Executive may have pursuant to applicable law, including without limitation continuation coverage required by Section 4980 of the Code. Nothing in this Paragraph 7(e) shall be deemed to limit in any manner the reserved right of RailwayXxxxxxxx, in its sole and absolute discretion, to at any time amend, modify or terminate health, prescription or dental benefits for active or retired employees generally.

Termination After Control Change Date. Notwithstanding any other provision of this Paragraph 7, at any time after the Control Change Date, Railway may terminate the employment of Executive (the “Termination”), but unless such Termination is for Cause as defined in subparagraph (g) or for disability, within five (5) days of the Termination Railway 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 the then present value on the basis of a rate of seven percent (7%) per annum) of (i) 175160% of his annual base salary specified in Paragraph 7(a) multiplied by (ii) ThreeTwo; and Specified Benefits (excluding any incentive compensation) to which Executive was entitled immediately prior to Termination shall continue until the end of the 3-year period (“Benefits Period”) beginning on the date of Termination. 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 under such plan if Executive had been fully vested in the average annual contributions or benefits in effect for the three plan years ending prior to the Control Change Date (regardless of any limitations based on the earnings or performance of Railway or KCS, or Railway) and a continuing participant in such plan to the end of the Benefits Period. Following the end of the Benefits Period, Railway shall continue to provide to the Executive and the Executive’s family the following benefits (“Post-Period Benefits”): (1) prior to the Executive’s attainment of age sixty (60), health, prescription and dental benefits equivalent to those then applicable to active peer executives of Railway) and their families, as the same may be modified from time to time, and (2) following the Executive’s attainment of age sixty (60) (and without regard to the Executive’s period of service with Railway) health and prescription benefits equivalent to those then applicable to retired peer executives of Railway and their families immediately prior families, as the same may be modified from time to the Change of Controltime. The cost to the Executive of such Post-Period Benefits shall not exceed the cost of such benefits to active or retired (as applicable) peer executives immediately prior executives, as the same may be modified from time to the Change of Controltime. Notwithstanding the preceding two sentences of this Paragraph 7(e), if the Executive is covered under any health, prescription or dental plan provided by a subsequent employer, then the corresponding type of plan coverage (i.e., health, prescription or dental), required to be provided as Post-Period Benefits under this Paragraph 7(e) shall cease. The Executive’s rights under this Paragraph 7(e) shall be in addition to, and not in lieu of, any post-termination continuation coverage or conversion rights the Executive may have pursuant to applicable law, including without limitation continuation coverage required by Section 4980 of the Code. Nothing in this Paragraph 7(e) shall be deemed to limit in any manner the reserved right of Railway, in its sole and absolute discretion, to at any time amend, modify or terminate health, prescription or dental benefits for active or retired employees generally.

Termination After Control Change Date. Notwithstanding any other provision of this Paragraph 7, at any time after the Control Change Date, Railway may terminate the employment of Executive (the “Termination”), but unless such Termination is for Cause as defined in subparagraph (g) or for disability, within five (5) days of the Termination Railway 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 of (i) 175160% of his annual base salary specified in Paragraph 7(a) multiplied by (ii) ThreeTwo; and Specified Benefits (excluding any incentive compensation) to which Executive was entitled immediately prior to Termination shall continue until the end of the 3-year period (“Benefits Period”) beginning on the date of Termination. 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 under such plan if Executive had been fully vested in the average annual contributions or benefits in effect for the three plan years ending prior to the Control Change Date (regardless of any limitations based on the earnings or performance of KCS, or Railway) and a continuing participant in such plan to the end of the Benefits Period. Following the end of the Benefits Period, Railway shall continue to provide to the Executive and the Executive’s family the following benefits (“Post-Period Benefits”): (1) prior to the Executive’s attainment of age sixty (60), health, prescription and dental benefits equivalent to those then applicable to active peer executives of Railway) and their families, as the same may be modified from time to time, and (2) following the Executive’s attainment of age sixty (60) (and without regard to the Executive’s period of service with Railway) health and prescription benefits equivalent to those then applicable to retired peer executives of Railway and their families immediately prior to the Change of Control. The cost to the Executive of such Post-Period Benefits shall not exceed the cost of such benefits to active or retired (as applicable) peer executives immediately prior to the Change of Control. Notwithstanding the preceding two sentences of this Paragraph 7(e), if the Executive is covered under any health, prescription or dental plan provided by a subsequent employer, then the corresponding type of plan coverage (i.e., health, 5 prescription or dental), required to be provided as Post-Period Benefits under this Paragraph 7(e) shall cease. The Executive’s rights under this Paragraph 7(e) shall be in addition to, and not in lieu of, any post-termination continuation coverage or conversion rights the Executive may have pursuant to applicable law, including without limitation continuation coverage required by Section 4980 of the Code. Nothing in this Paragraph 7(e) shall be deemed to limit in any manner the reserved right of Railway, in its sole and absolute discretion, to at any time amend, modify or terminate health, prescription or dental benefits for active or retired employees generally.

Termination After Control Change Date. Notwithstanding any other provision of this Paragraph 7, at any time after the Control Change Date, Railway may terminate the employment of Executive (the “Termination”), but unless such Termination is for Cause as defined in subparagraph (g) or for disability, within five (5) days of the Termination Railway 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 the then present value on the basis of a rate of seven percent (7%) per annum) of (i) 175160% of his annual base salary specified in Paragraph 7(a) multiplied by (ii) ThreeTwo; and Specified Benefits (excluding any incentive compensation) to which Executive was entitled immediately prior to Termination shall continue until the end of the 3-year period (“Benefits Period”) beginning on the date of Termination. 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 under such plan if Executive had been fully vested in the average annual contributions or benefits in effect for the three plan years ending prior to the Control Change Date (regardless of any limitations based on the earnings or performance of KCSKCSI, KCSL or Railway) and a continuing participant in such plan to the end of the Benefits Period. Following the end of the Benefits Period, Railway shall continue to provide to the Executive and the Executive’s family the following benefits (“Post-Period Benefits”): (1) prior to the Executive’s attainment of age sixty (60), health, prescription and dental benefits equivalent to those then applicable to active peer executives of Railway) and their families, as the same may be modified from time to time, and (2) following the Executive’s attainment of age sixty (60) (and without regard to the Executive’s period of service with Railway) health and prescription benefits equivalent to those then applicable to retired peer executives of Railway and their families immediately prior families, as the same may be modified from time to the Change of Controltime. The cost to the Executive of such Post-Period Benefits shall not exceed the cost of such benefits to active or retired (as applicable) peer executives immediately prior executives, as the same may be modified from time to the Change of Controltime. Notwithstanding the preceding two sentences of this Paragraph 7(e), if the Executive is covered under any health, prescription or dental plan provided by a subsequent employer, then the corresponding type of plan coverage (i.e., health, prescription or dental), required to be provided as Post-Period Benefits under this Paragraph 7(e) shall cease. The Executive’s rights under this Paragraph 7(e) shall be in addition to, and not in lieu of, any post-termination continuation coverage or conversion rights the Executive may have pursuant to applicable law, including without limitation continuation coverage required by Section 4980 of the Code. Nothing in this Paragraph 7(e) shall be deemed to limit in any manner the reserved right of Railway, in its sole and absolute discretion, to at any time amend, modify or terminate health, prescription or dental benefits for active or retired employees generally.

Termination After Control Change Date. Notwithstanding any other provision of this Paragraph 7, at any time after the Control Change Date, Railway Stilwell may terminate the employment of Executive (the “Termination”"Texxxxxxxxn"), but unless such Termination is for Cause as defined in subparagraph (g) or for disability, within five (5) business days of the Termination Railway Stilwell shall pay to Executive his full base salary through the TerminationBase Salary througx xxx Xxrmination, to the extent not theretofore paid, plus a lump sum amount (the “"Special Severance Payment”") equal to the product (discounted to the then present value on the basis of a rate of five percent (5%) per annum) of (i) 175% of his annual base salary Base Salary specified in Paragraph 7(a) multiplied by (ii) Three; three, and Specified Benefits (excluding any incentive compensation) to which Executive was entitled immediately prior to Termination shall continue until the end of the three (3-) year period (“"Benefits Period”") beginning on the date of Termination. 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 Stilwell shall pay to Executive within five (5) days after business daxx xxxxx Termination a lump sum payment equal to the amount of Specified Benefits Executive would have received under such plan if Executive had been fully vested in the average annual contributions or benefits in effect for the three plan years ending prior to the Control Change Date (regardless of any limitations based on the earnings or performance of KCS, or RailwayStilwell) and a continuing participant in such plan to the end of the xxx xx xhe Benefits Period. Following the end of the Benefits Period, Railway Stilwell shall continue to provide to the Executive and the Executive’s family Executixx'x xxxily the following benefits (“"Post-Period Benefits”"): (1) prior to the Executive’s 's attainment of age sixty (60), health, prescription and dental benefits equivalent to those then applicable to active peer executives of Railway) Stilwell and their families, as the same may be modified from time frxx xxxx to time, and (2) following the Executive’s 's attainment of age sixty (60) (and without regard to the Executive’s 's period of service with Railway) Stilwell), health and prescription benefits equivalent to those then txxxx xxxn applicable to retired peer executives of Railway Stilwell and their families immediately prior families, as the same may be modified frxx xxxx to the Change of Controltime. The cost to the Executive of such Post-Period Benefits shall not exceed the cost of such benefits to active or retired (as applicable) peer executives immediately prior executives, as the same may be modified from time to the Change of Controltime. Notwithstanding the preceding two sentences of this Paragraph 7(e), if the Executive is covered under any health, prescription or dental plan provided by a subsequent employer, then the corresponding type of plan coverage (i.e., health, prescription or dental), ) required to be provided as Post-Period Benefits under this Paragraph 7(e) shall cease. The Executive’s 's rights under this Paragraph 7(e) shall be in addition to, and not in lieu of, any post-termination continuation coverage or conversion rights the Executive may have pursuant to applicable law, including without limitation continuation coverage required by Section 4980 4980B of the Internal Revenue Code (the "Code"). Nothing in this Paragraph 7(e) shall be deemed to limit in any manner the reserved right of RailwayStilwell, in its sole and absolute discretion, to at any time amendtixx xxxxx, modify or terminate health, prescription or dental benefits for active or retired employees generally.

Termination After Control Change Date. Notwithstanding any other provision of this Paragraph 7, at any time after the Control Change Date, Railway Xxxxxxxx may terminate the employment of Executive (the “"Termination”"), but unless such Termination is for Cause as defined in subparagraph (g) or for disability, within five (5) days of the Termination Railway Xxxxxxxx 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 the then present value on the basis of a rate of seven percent (7%) per annum) of (i) 175_____% of his annual base salary specified in Paragraph 7(a) multiplied by (ii) Three; _____, and Specified Benefits (excluding any incentive compensation) to which Executive was entitled immediately prior to Termination shall continue until the end of the 3-year period (“"Benefits Period”") beginning on the date of Termination. 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 Xxxxxxxx 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 under such plan if Executive had been fully vested in the average annual contributions or benefits in effect for the three plan years ending prior to the Control Change Date (regardless of any limitations based on the earnings or performance of KCS, or RailwayXxxxxxxx) and a continuing participant in such plan to the end of the Benefits Period. Following the end of the Benefits Period, Railway Xxxxxxxx shall continue to provide to the Executive and the Executive’s 's family the following benefits (“"Post-Period Benefits”"): (1) prior to the Executive’s 's attainment of age sixty (60), health, prescription and dental benefits equivalent to those then applicable to active peer executives of Railway) Xxxxxxxx and their families, as the same may be modified from time to time, and (2) following the Executive’s 's attainment of age sixty (60) (and without regard to the Executive’s 's period of service with Railway) Xxxxxxxx), health and prescription benefits equivalent to those then applicable to retired peer executives of Railway Xxxxxxxx and their families immediately prior families, as the same may be modified from time to the Change of Controltime. The cost to the Executive of such Post-Period Benefits shall not exceed the cost of such benefits to active or retired (as applicable) peer executives immediately prior executives, as the same may be modified from time to the Change of Controltime. Notwithstanding the preceding two sentences of this Paragraph 7(e), if the Executive is covered under any health, prescription or dental plan provided by a subsequent employer, then the corresponding type of plan coverage (i.e., health, prescription or dental), ) required to be provided as Post-Period Benefits under this Paragraph 7(e) shall cease. The Executive’s 's rights under this Paragraph 7(e) shall be in addition to, and not in lieu of, any post-post- termination continuation coverage or conversion rights the Executive may have pursuant to applicable law, including without limitation continuation coverage required by Section 4980 of the Code. Nothing in this Paragraph 7(e) shall be deemed to limit in any manner the reserved right of RailwayXxxxxxxx, in its sole and absolute discretion, to at any time amend, modify or terminate health, prescription or dental benefits for active or retired employees generally.

Termination After Control Change Date. Notwithstanding any other provision of this Paragraph 7, at any time after the Control Change Date, Railway KCS may terminate the employment of Executive (the “Termination”), but unless such Termination is for Cause as defined in subparagraph (g) or for disability, within five (5) days of the Termination Railway KCS 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 of of: (i) 175160% of his annual base salary specified in Paragraph 7(a) multiplied by (ii) ThreeTwo; and Specified Benefits (excluding any incentive compensation) to which Executive was entitled immediately prior to Termination shall continue until the end of the 3-year period (“Benefits Period”) beginning on the date of Termination. 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 KCS 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 under such plan if Executive had been fully vested in the average annual contributions or benefits in effect for the three plan years ending prior to the Control Change Date (regardless of any limitations based on the earnings or performance of KCS, or Railway) and a continuing participant in such plan to the end of the Benefits Period. Following the end of the Benefits Period, Railway KCS shall continue to provide to the Executive and the Executive’s family the following benefits (“Post-Period Benefits”): (1) prior to the Executive’s attainment of age sixty (60), health, prescription and dental benefits equivalent to those then applicable to active peer executives of RailwayKCS) and their families, as the same may be modified from time to time, and (2) following the Executive’s attainment of age sixty (60) (and without regard to the Executive’s period of service with RailwayKCS) health and prescription benefits equivalent to those then applicable to retired peer executives of Railway KCS and their families immediately prior to the Change of Control. The cost to the Executive of such Post-Period Benefits shall not exceed the cost of such benefits to active or retired (as applicable) peer executives immediately prior to the Change of Control. Notwithstanding the preceding two sentences of this Paragraph 7(e), if the Executive is covered under any health, prescription or dental plan provided by a subsequent employer, then the corresponding type of plan coverage (i.e., health, prescription or dental), required to be provided as Post-Period Benefits under this Paragraph 7(e) shall cease. The Executive’s rights under this Paragraph 7(e) shall be in addition to, and not in lieu of, any post-termination continuation coverage or conversion rights the Executive may have pursuant to applicable law, including without limitation continuation coverage required by Section 4980 of the Code. Nothing in this Paragraph 7(e) shall be deemed to limit in any manner the reserved right of RailwayKCS, in its sole and absolute discretion, to at any time amend, modify or terminate health, prescription or dental benefits for active or retired employees generally.

Termination After Control Change Date. Notwithstanding any other provision of this Paragraph 7, at any time after the Control Change Date, Railway may terminate the employment of Executive (the “Termination”), but unless such Termination is for Cause as defined in subparagraph (g) or for disability, within five (5) days of the Termination Railway 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 of of: (i) 175% of his annual base salary specified in Paragraph 7(a) multiplied by (ii) Three; and Specified Benefits (excluding any incentive compensation) to which Executive was entitled immediately prior to Termination shall continue until the end of the 3-year period (“Benefits Period”) beginning on the date of Termination. 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 under such plan if Executive had been fully vested in the average annual contributions or benefits in effect for the three plan years ending prior to the Control Change Date (regardless of any limitations based on the earnings or performance of KCS, Railway or Railwayany of its affiliates) and a continuing participant in such plan to the end of the Benefits Period. Following the end of the Benefits Period, Railway shall continue to provide to the Executive and the Executive’s family the following benefits (“Post-Period Benefits”): (1) prior to the Executive’s attainment of age sixty (60), health, prescription and dental benefits equivalent to those then applicable to active peer executives of Railway) and their families, as the same may be modified from time to time, and (2) following the Executive’s attainment of age sixty (60) (and without regard to the Executive’s period of service with Railway) health and prescription benefits equivalent to those then applicable to retired peer executives of Railway and their families immediately prior to the Change of Control. The cost to the Executive of such Post-Period Benefits shall not exceed the cost of such benefits to active or retired (as applicable) peer executives immediately prior to the Change of Control. Notwithstanding the preceding two sentences of this Paragraph 7(e), if the Executive is covered under any health, prescription or dental plan provided by a subsequent employer, then the corresponding type of plan coverage (i.e., health, prescription or dental), required to be provided as Post-Period Benefits under this Paragraph 7(e) shall cease. The Executive’s rights under this Paragraph 7(e) shall be in addition to, and not in lieu of, any post-termination continuation coverage or conversion rights the Executive may have pursuant to applicable law, including without limitation continuation coverage required by Section 4980 of the Code. Nothing in this Paragraph 7(e) shall be deemed to limit in any manner the reserved right of Railway, in its sole and absolute discretion, to at any time amend, modify or terminate health, prescription or dental benefits for active or retired employees generally.

Termination After Control Change Date. Notwithstanding any other provision of this Paragraph 7, at any time after the Control Change Date, Railway Stilwell may terminate the employment of Executive ox Xxxxxxive (the “"Termination”"), but unless such Termination is for Cause as defined in subparagraph (g) or for disability, within five (5) days of the Termination Railway Stilwell shall pay to Executive his full base salary fulx xxxx xalary through the Termination, to the extent not theretofore paid, plus a lump sum amount (the “"Special Severance Payment”") equal to the product (discounted to the then present value on the basis of a rate of seven percent (7%) per annum) of (i) 175% of his annual base salary specified in Paragraph 7(a) multiplied by (ii) Three; three and Specified Benefits (excluding any incentive compensation) to which Executive was entitled immediately prior to Termination shall continue until the end of the 3-year period (“"Benefits Period”") beginning on the date of Termination. 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 Stilwell shall pay to Executive within five xxxx (50) days after Termination a lump sum payment equal to the amount of Specified Benefits Executive would have received under such plan if Executive had been fully vested in the average annual contributions or benefits in effect for the three plan years ending prior to the Control Change Date (regardless of any limitations based on the earnings or performance of KCS, or RailwayStilwell) and a continuing participant in such xx xxxx plan to the end of the Benefits Period. Following the end of the Benefits Period, Railway Stilwell shall continue to provide to the Executive txx Xxxxxtive and the Executive’s 's family the following benefits (“"Post-Period Benefits”"): (1) prior to the Executive’s 's attainment of age sixty (60), health, prescription and dental benefits equivalent to those then applicable to active peer executives of Railway) Stilwell and their families, as the same may be samx xxx xx modified from time to time, and (2) following the Executive’s 's attainment of age sixty (60) (and without regard to the Executive’s 's period of service with Railway) Stilwell), health and prescription benefits equivalent benexxxx xxxivalent to those then applicable to retired peer executives of Railway Stilwell and their families immediately prior families, as the samx xxx xx modified from time to the Change of Controltime. The cost to the Executive of such Post-Period Benefits shall not exceed the cost of such benefits to active or retired (as applicable) peer executives immediately prior executives, as the same may be modified from time to the Change of Controltime. Notwithstanding the preceding two sentences of this Paragraph 7(e), if the Executive is covered under any health, prescription or dental plan provided by a subsequent employer, then the corresponding type of plan coverage (i.e., health, prescription or dental), ) required to be provided as Post-Period Benefits under this Paragraph 7(e) shall cease. The Executive’s 's rights under this Paragraph 7(e) shall be in addition to, and not in lieu of, any post-post- termination continuation coverage or conversion rights the Executive may have pursuant to applicable law, including without limitation continuation coverage required by Section 4980 of the Code. Nothing in this Paragraph 7(e) shall be deemed to limit in any manner the reserved right of RailwayStilwell, in its sole and absolute discretiondiscxxxxxx, to at any time amend, modify or terminate health, prescription or dental benefits for active or retired employees generally.

Termination After Control Change Date. Notwithstanding any other provision of this Paragraph 7, at any time after the Control Change Date, Railway KCS may terminate the employment of Executive (the “Termination”), but unless such Termination is for Cause as defined in subparagraph (g) or for disability, within five (5) days of the Termination Railway KCS 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 of of: (i) 175% of his annual base salary specified in Paragraph 7(a) multiplied by (ii) Three; and Specified Benefits (excluding any incentive compensation) to which Executive was entitled immediately prior to Termination shall continue until the end of the 3-year period (“Benefits Period”) beginning on the date of Termination. 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 KCS 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 under such plan if Executive had been fully vested in the average annual contributions or benefits in effect for the three plan years ending prior to the Control Change Date (regardless of any limitations based on the earnings or performance of KCS, or Railway) and a continuing participant in such plan to the end of the Benefits Period. Following the end of the Benefits Period, Railway KCS shall continue to provide to the Executive and the Executive’s family the following benefits (“Post-Period Benefits”): (1) prior to the Executive’s attainment of age sixty (60), health, prescription and dental benefits equivalent to those then applicable to active peer executives of RailwayKCS) and their families, as the same may be modified from time to time, and (2) following the Executive’s attainment of age sixty (60) (and without regard to the Executive’s period of service with RailwayKCS) health and prescription benefits equivalent to those then applicable to retired peer executives of Railway KCS and their families immediately prior to the Change of Control. The cost to the Executive of such Post-Period Benefits shall not exceed the cost of such benefits to active or retired (as applicable) peer executives immediately prior to the Change of Control. Notwithstanding the preceding two sentences of this Paragraph 7(e), if the Executive is covered under any health, prescription or dental plan provided by a subsequent employer, then the corresponding type of plan coverage (i.e., health, prescription or dental), required to be provided as Post-Period Benefits under this Paragraph 7(e) shall cease. The Executive’s rights under this Paragraph 7(e) shall be in addition to, and not in lieu of, any post-termination continuation coverage or conversion rights the Executive may have pursuant to applicable law, including without limitation continuation coverage required by Section 4980 of the Code. Nothing in this Paragraph 7(e) shall be deemed to limit in any manner the reserved right of RailwayKCS, in its sole and absolute discretion, to at any time amend, modify or terminate health, prescription or dental benefits for active or retired employees generally.