KANSAS CITY SOUTHERN
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT - HEAVIN
<DOCUMENT>
<TYPE>EX-10.15.1
<SEQUENCE>8
<FILENAME>dex10151.txt
<DESCRIPTION>FIRST AMENDMENT TO EMPLOYMENT AGREEMENT - HEAVIN
<TEXT>
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                                                                 Exhibit 10.15.1

                     FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

      THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this "Amendment") dated this
14th day of March 2003 by and between The Kansas City Southern Railway Company,
a Missouri corporation ("Railway"), Kansas City Southern, a Delaware corporation
f/k/a Kansas City Southern Industries, Inc. ("KCSI"), and Jerry W. Heavin, an
individual ("Executive").

      WHEREAS, Railway, KCSI and Executive are parties to that certain
Employment Agreement dated September 1, 2001 (the "Employment Agreement"),
pursuant to which Railway employed Executive as Vice President of Engineering;

      WHEREAS, as of July 9, 2002 (the "Effective Date"), Executive assumed the
role of Senior Vice President Operations for Railway (the "Promotion"); and

      WHEREAS, Railway, KCSI and Executive desire to amend the Employment
Agreement to provide for certain changes to the Employment Agreement
necessitated by the Promotion.

      NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

1.    Section 1 of the Employment Agreement is hereby amended so that the first
sentence and only the first sentence of Section 1 is deleted in its entirety and
replaced with the following:

      "Railway hereby continues the employment of Executive as Senior Vice
      President Operations, to serve at the pleasure of the Board of Directors
      of Railway (the "Railway Board") and to have such duties, powers and
      responsibilities as may be prescribed or delegated from time to time by
      the President or other officer to whom Executive reports, subject to the
      powers vested in the Railway Board and in the stockholder of the Railway."

2.    Section 3 of the Employment Agreement is hereby amended so that the second
sentence and only the second sentence of Section 3 is deleted in its entirety
and replaced with the following:

      "In determining contributions, coverage and benefits under any disability
      insurance policy and under any cash compensation-based plan provided to
      Executive by Railway, it shall be assumed that the value of Executive's
      annual compensation, pursuant to this Agreement, is 175% of Executive's
      annual base salary."

3.    Section 7(e) of the Employment Agreement is hereby amended so that clauses
(i) and (ii) and only clauses (i) and (ii) are deleted in their entirety and
replaced with the following:

      "(i) 175% of his annual base salary specified in Paragraph 7(a) multiplied
      by (ii) Three;"

                                       -1-

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                                                                 Exhibit 10.15.1

4.    The parties hereto acknowledge and agree that this Amendment shall be
deemed to have been effective as of the Effective Date.

5.    Capitalized terms used herein without definition shall have the respective
meanings attributed to such terms in the Employment Agreement.

6.    The parties hereto hereby ratify, confirm and approve the Employment
Agreement, as amended by this Amendment. Should any terms of this Amendment
conflict with any terms of the Employment Agreement, the terms of this Amendment
shall control.

7.    This Amendment may be executed in two or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and
the same instrument.

[     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed as of the day and year first written above.

                           RAILWAY:

                           THE KANSAS CITY SOUTHERN RAILWAY COMPANY

                           By:       /s/ Michael R. Haverty
                              ---------------------------------
                           Name:  Michael R. Haverty
                           Title: Chairman, President & CEO


                           KCSI:

                           KANSAS CITY SOUTHERN

                           By:       /s/ Michael R. Haverty
                              ---------------------------------
                           Name:  Michael R. Haverty
                           Title: Chairman, President & CEO


                           EXECUTIVE:

                           By:       /s/ Jerry W. Heavin
                              ---------------------------------
                           Name:  Jerry W. Heavin

                                       -2-

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