Stock Option and Performance Award Sample Contracts

KANSAS CITY SOUTHERN 1991 AMENDED AND RESTATED STOCK OPTION AND PERFORMANCE AWARD PLAN (As Amended and Restated Effective as of August 7, 2007) RESTRICTED SHARES AWARD AGREEMENT
Stock Option and Performance Award • February 15th, 2008 • Kansas City Southern • Railroads, line-haul operating • Delaware

By this Agreement, Kansas City Southern, a Delaware corporation (the “Company”), awards to you, [Name], an employee of the Company or a Subsidiary, as Grantee, that number of shares (“Restricted Shares”) of the Company’s Common Stock, $.01 par value, set forth below, subject to the terms and conditions set forth below and in the attached Exhibit A hereto and in the Kansas City Southern 1991 Amended and Restated Stock Option and Performance Award Plan (As Amended and Restated Effective as of August 7, 2007), as may from time to time be amended (the “Plan”), all of which are an integral part of this Agreement.

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KANSAS CITY SOUTHERN 1991 AMENDED AND RESTATED STOCK OPTION AND PERFORMANCE AWARD PLAN (As Amended and Restated Effective as of August 7, 2007) RESTRICTED SHARES AWARD AND PERFORMANCE SHARES AWARD AGREEMENT
Stock Option and Performance Award • February 15th, 2008 • Kansas City Southern • Railroads, line-haul operating • Delaware

By this Agreement, Kansas City Southern, a Delaware corporation (the “Company”), awards to you, [Name], an employee of the Company or of a Subsidiary, as Grantee, the number of Restricted Shares of the Company’s Common Stock, $.01 par value, set forth below (“Restricted Shares”), and the number of Performance Shares set forth below for each specified Performance Period, which Performance Shares represent a conditional right to receive a number of shares of the Company’s Common Stock, $.01 par value, determined by the satisfaction of target performance goals for a applicable Performance Period (“Performance Shares”). This Award of Restricted Shares and this Award of target Performance Shares are subject to the terms and conditions set forth below and in the attached Exhibit A hereto and in the Kansas City Southern 1991 Amended and Restated Stock Option and Performance Award Plan (As Amended and Restated Effective as of August 7, 2007), as may from time to time be amended (the “Plan”), a

KANSAS CITY SOUTHERN 1991 AMENDED AND RESTATED STOCK OPTION AND PERFORMANCE AWARD PLAN (As Amended and Restated Effective as of August 7, 2007) RESTRICTED SHARES AWARD AGREEMENT
Stock Option and Performance Award • February 15th, 2008 • Kansas City Southern • Railroads, line-haul operating • Delaware

By this Agreement, Kansas City Southern, a Delaware corporation (the “Company”), awards to you, [Name], a consultant to the Company or a Subsidiary, as Grantee, that number of shares (“Restricted Shares”) of the Company’s Common Stock, $.01 par value, set forth below, subject to the terms and conditions set forth below and in the attached Exhibit A hereto and in the Kansas City Southern 1991 Amended and Restated Stock Option and Performance Award Plan (As Amended and Restated Effective as of August 7, 2007), as may from time to time be amended (the “Plan”), all of which are an integral part of this Agreement.

KANSAS CITY SOUTHERN 1991 AMENDED AND RESTATED STOCK OPTION AND PERFORMANCE AWARD PLAN (As Amended and Restated Effective as of May 5, 2005) RESTRICTED SHARES AWARD AGREEMENT
Stock Option and Performance Award • February 15th, 2008 • Kansas City Southern • Railroads, line-haul operating • Delaware

By this Agreement, Kansas City Southern, a Delaware corporation (the “Company”), awards to you, «First_Name» «Middle_Name» «Last_Name», an employee of the Company or a Subsidiary, as Grantee, that number of shares (“Restricted Shares”) of the Company’s Common Stock, $.01 par value, set forth below, subject to the terms and conditions set forth below and in the attached Exhibit A hereto and in the Kansas City Southern 1991 Amended and Restated Stock Option and Performance Award Plan (As Amended and Restated Effective as of May 5, 2005), as may from time to time be amended (the “Plan”), all of which are an integral part of this Agreement.

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