KANSAS CITY SOUTHERN
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT - RUSS
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<TYPE>EX-10.14.1
<SEQUENCE>6
<FILENAME>dex10141.txt
<DESCRIPTION>FIRST AMENDMENT TO EMPLOYMENT AGREEMENT - RUSS
<TEXT>
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                                                                 Exhibit 10.14.1

                     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 Ronald G. Russ, an
individual ("Executive").

     WHEREAS, Railway, KCSI and Executive are parties to that certain Employment
Agreement dated June 1, 2002 (the "Employment Agreement"), pursuant to which
Railway employed Executive as Senior Vice President & Chief Financial Officer;

     WHEREAS, as of January 16, 2003 (the "Effective Date"), Executive assumed
the role of Executive Vice President & Chief Financial Officer 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 Executive
     Vice President & Chief Financial Officer, 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.   The parties hereto acknowledge and agree that this Amendment shall be
deemed to have been effective as of the Effective Date.

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

4.   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.

5.   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.

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                                                                 Exhibit 10.14.1

     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/ Ronald G. Russ
                                  ----------------------------------------------
                               Name: Ronald G. Russ

                                    -2-

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