CERTIFICATE OF
ELIMINATION
OF THE
NEW SERIES PREFERRED STOCK, SERIES A
OF
KANSAS CITY SOUTHERN
Pursuant to
Section 151(g) of the
General Corporation Law of the
State of Delaware
Kansas City Southern, a corporation
organized and existing under the General Corporation Law of the
State of Delaware (the “Corporation”), in accordance
with the provision of Section 151(g) of the Delaware General
Corporation Law (the “DGCL”), does hereby certify:
FIRST: Pursuant to
Section 151 of the DGCL and authority granted in the Restated
Certificate of Incorporation of the Corporation (the
“Certificate of Incorporation”), the Board of Directors
of the Corporation previously designated 150,000 shares of
preferred stock as New Series Preferred Stock, Series A,
par value $1.00 per share (the “Series A Preferred
Stock”), and established the powers,