ADDENDUM TO EMPLOYMENT AGREEMENT

EXHIBIT 10.8.2

ADDENDUM TO EMPLOYMENT AGREEMENT

     This Addendum to Employment Agreement (“Addendum”) dated this 12th day of February, 2009 is between The Kansas City Southern Railway Company, a Missouri corporation (“KCSR” or the “Company”), Kansas City Southern, a Delaware corporation (“KCS”) and Patrick J. Ottensmeyer, an individual (“Executive”) (collectively, the “Parties”)).

      WHEREAS , Executive and KCS previously entered into an Employment Agreement executed June 7, 2006, and an Amendment No. 1 to Employment Agreement executed July 26, 2007 (the “Agreement”), which Agreement sets forth the terms and conditions of Executive’s employment; and

      WHEREAS , KCS desires to assign the Agreement to KCSR such that from and after the execution of this Addendum, the Agreement as modified by this Addendum will be between KCSR as the employer and Executive, and KCSR and Executive desire to consent to this assignment; and

      WHEREAS , the Parties desire to amend the Agreement in part for purposes of compliance with Section 409A of the Internal Revenue Code of 1986, as amended, and guidance issued thereunder and in certain other respects.

      NOW, THEREFORE , the Parties hereby agree to the following amendments to the Agreement effective January 1, 2009:

     1. Paragraph 1 of the Agreement is deleted and replaced with the following paragraph:

      Employment . The Company employs Executive as its Executive Vice President Sales & Marketing. Executive serves at the pleasure of the Board of Directors of the Company (the “Company Board”) and has and will have such titles, duties, powers and responsibilities as may be prescribed or delegated from time to time by the President of the Company, or other officer to whom Executive reports, subject to the powers vested in the Company Board. Executive shall faithfully perform Executive’s duties under this Agreement to the best of Executive’s ability and Executive shall devote substantially all of Executive’s working time and efforts to the business and affairs of the Company and its subsidiaries, affiliates and joint ventures.

     2. Paragraph 4(a) (“Termination by Executive”) of the Agreement is hereby amended by the addition of the following new phrase at the end thereof:

provided, however, that the Company’s obligation to pay severance benefits shall be subject to Paragraph 7(f) (“Resignation After Control Change Date”), including, but not limited to, the notice provisions set forth therein.

     3. The first two sentences of subparagraph (ii) of Paragraph 4(d) (“Termination by KCS Other Than For Cause”) of the Agreement are hereby deleted and replaced with the following new sentences:

          (ii) Unless the provisions of Paragraph 7 (“Continuation of Employment Upon Change in Control”) of this Agreement are applicable, if Executive’s employment is terminated under Paragraph 4(d)(i) then, subject to Executive’s execution of the release referenced in Paragraph 4(d)(i), (1) the Company shall, within seventy-five (75) days following such termination, pay to Executive a lump sum amount equal to twelve (12) months of the annual base salary referenced in Paragraph 2(a), at the rate in effect immediately prior to termination; provided that, in the event the release referenced in Paragraph 4(d)(i) above is not timely executed by Executive so as to permit payment under this clause, the Company shall have no obligation to make payment under this clause; (2) the Company shall, if Executive elects continued group health coverage for himself and his eligible dependents pursuant to COBRA, pay the related premium for such coverage for a period of twelve (12) months following such termination; and (3) the Company shall, for a period of twelve (12) months following such termination, reimburse Executive for the cost of life insurance coverage comparable to the coverage provided under this Agreement. The obligations of the Company under (2) and (3) above shall continue until the end of the twelve (12)-month period notwithstanding the death or disability of Executive during said period (except, in the event of death, the obligation to reimburse Executive for the cost of life insurance shall not continue); provided, however, the Company’s obligation under (2) and (3) above shall terminate as of the date Executive is provided comparable life or health insurance coverage in connection with other employment if earlier than the end of the twelve (12)-month period.

     4. Paragraph 7(c) (“Payment”) is hereby deleted in its entirety.

     5. Paragraph 7(f) is hereby deleted and replaced with the following new Paragraph 7(f):

          (f) Resignation After Control Change Date . In the event of a Change in Control as defined in Paragraph 7(d), thereafter, upon good reason (as defined below), Executive may, at any time during the three (3)-year period following the Change in Control, in his sole discretion, resign his employment with the Company only if: (1) Executive provides written notice to the Secretary of the Company within ninety (90) days after the initial occurrence of a good reason event describing in detail the event and stating that Executive’s employment will terminate upon a specified date in such notice (the “Good Reason Termination Date”), which date is not earlier than thirty (30) days after the date such notice is provided to the Company (the “Notice Delivery Date”) and not later than ninety (90) days after the Notice Delivery Date, and (2) the Company does not remedy the event prior to the Good Reason Termination Date. Within five (5) days after the Good Reason Termination Date, the Company shall pay to Executive his full Base Salary through such Good Reason Termination Date, to the extent not theretofore paid, plus a lump sum amount equal to the Special Severance Payment (computed as provided in the first sentence of Paragraph 7(e), except that for purposes of such computation all references to “Termination” shall be deemed to be references to “Good Reason Termination Date”). Upon the Good Reason Termination Date of Executive, Specified Benefits to which Executive was entitled immediately prior to the Good Reason Termination Date shall continue or be reimbursed on the same terms and conditions as

provided in Paragraph 7(e) in the case of Termination (including equivalent payments provided for therein) and Post-Period Benefits shall be provided on the same terms and conditions as provided in Paragraph 7(e) in the case of Termination. For purposes of this Agreement, Executive shall have “good reason” if there occurs without his consent:

          (i) the assignment to the Executive of any duties inconsistent in any adverse respect with the Executive’s position (including offices, titles, reporting requirements or responsibilities), authority or duties as contemplated by Section 7(a)(i), or any other action by the Company which results in a diminution or other material adverse change in such position, authority or duties;

          (ii) any failure by the Company to comply with any of the provisions of Paragraph 7;

          (iii) a material change in the geographic location at which the Executive must perform his services under this Agreement from the location described in Section 7(a)(ii);

          (iv) a material diminution in Executive’s base compensation; and

          (v) any other action or inaction by the Company which constitutes a material breach of this Agreement.

     Provided, however, that Paragraph 7(f) of Executive’s Employment Agreement dated June 7, 2006, shall continue for the sole purpose of determining Executive’s entitlement to Post-Period Benefits, as if such paragraph had not been deleted.

     6. The following new Paragraph 17 is added to the Agreement:

          17. Restrictive Covenants .

          (a) Executive agrees that for a period of time beginning upon Executive’s termination of employment from the Company (the “Termination Date”) and continuing for a period of one (1) year, Executive shall not:

          (i) directly or indirectly, either individually or as a principal, partner, agent, employee, employer, consultant, stockholder, member, partner, joint venturer, or investor, or as a director, manager or officer of any corporation or association, or in any other manner or capacity whatsoever, engage in, assist or have any active interest in a business, located anywhere in the geographic area then served by the Company, or by its subsidiaries or joint ventures or by KCS or its subsidiaries or joint ventures (“Affiliates”), that competes with or engages in the business conducted by the Company or its Affiliates on the date hereof or at any time through the Termination Date.

          (ii) directly or indirectly, either individually, or as a principal, partner, agent, employee, employer, consultant, stockholder, joint venturer, or investor, or as a director or officer of any corporation or association, (1) divert or attempt to divert (by solicitation or otherwise) from the Company or its Affiliates any business with any customer, prospective customer or account of the Company or its Affiliates with which Executive had any contact or association, which was under Executive’s supervision, or the identity of which was learned by Executive

as a result of his/her employment with the Company; (2) accept the business of any customer, prospective customer or account of the Company or its Affiliates with whom Executive had any contact or association, which was under Executive’s supervision, or the identity of which was learned by Executive as a result of his/her employment with the Company, whether or not solicited by Executive; or (3) induce, solicit, or cause any employee of the Company or its Affiliates to leave the employ of the C