CERTIFICATE OF ELIMINATION
OF THE
SERIES B CONVERTIBLE PREFERRED STOCK
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 1,000,000 shares of preferred stock as Series B Convertible Preferred Stock, par value $1.00 per share (the “Series B Preferred Stock”), and established the po