Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 7, 2021, Brian D. Hancock, Executive Vice President and Chief Innovation Officer of Kansas City Southern (the "Company"), notified the Company of his intention to retire effective July 2, 2021.

In connection with his retirement, Mr. Hancock entered into a Confidential Separation Agreement and Full and General Release, dated June 8, 2021, with The Kansas City Southern Railway Company (the "Separation Agreement"). Pursuant to the Separation Agreement, Mr. Hancock will receive payments totaling $2,000,000 through July 2, 2022. The Company will also continue to subsidize the cost of Mr. Hancock's medical insurance premiums through such date. Mr. Hancock will forfeit all unvested equity awards in connection with his retirement. The Separation Agreement also contains standard non-competition and non-solicitation provisions, as well as confidentiality, waiver and non-disparagement provisions and a general release of claims against the Company. The foregoing description of the Separation Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Separation Agreement, a copy of which is filed hereto as Exhibit 10.1 and is incorporated herein by reference. The amounts paid under the Separation Agreement constitute all of the payments to be received by Mr. Hancock from the Company in connection with his retirement.

Item 9.01 Financial Statements and Exhibits.



(d) Exhibits
Exhibit No.          Description
10.1                   Confidential Separation Agreement and Full and General Release, dated June
                     8, 2021, by and between     T    he Kansas City Southern Railway Company and
                     Brian Hancock.
104                  Cover page information from Kansas City Southern's Current Report on Form 8-K
                     filed on June 11, 2021, formatted in iXBRL (Inline Extensible Business
                     Reporting Language) and included as Exhibit 101.

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