EX-4.1






CERTIFICATE OF DESIGNATIONS OF




5 1/8 % CUMULATIVE CONVERTIBLE PERPETUAL




PREFERRED STOCK , SERIES D




of




KANSAS CITY SOUTHERN




Pursuant to Section 151 of the General Corporation Law




of the State of Delaware




The undersigned, Ronald G. Russ, Executive Vice President and Chief Financial Officer of
Kansas City Southern, a Delaware corporation (hereinafter called the “Corporation”), hereby
certifies that the Board of Directors of the Corporation (the “Board of Directors”),
pursuant to the provisions of Sections 103 and 151 of the General Corporation Law of the State of
Delaware, hereby makes this Certificate of Designations (this “Certificate”) and hereby
states and certifies that pursuant to the authority expressly vested in the Board of Directors by
the Restated Certificate of Incorporation of the Corporation (as defined below), the Board of
Directors duly adopted the following resolutions:



RESOLVED, that, pursuant to Article Fourth of the Restated Certificate of Incorporation (which
authorizes 2,000,000 shares of New Series Preferred Stock, $1.00 par value per share), and the
authority conferred on the Board of Directors, the Board of Directors hereby fixes the powers,
designations, preferences and relative, participating, optional and other special rights, and the
qualifications, limitations and restrictions, of a series of preferred stock as follows:



1. Number and Designation. Two Hundred Ten Thousand (210,000) shares of the New
Series Preferred Stock of the Corporation (as designated in the Restated Certificate of
Incorporation) shall be designated as “5 1/8 % Cumulative Convertible Perpetual Preferred
Stock, Series D” (the “Preferred Stock”).



2. Certain Definitions. As used in this Certificate, the following terms shall have
the meanings defined in this Section . Any capitalized term not otherwise defined herein shall
have the meaning set forth in the Restated Certificate of Incorporation, unless the context
otherwise requires:



“Additional Shares” shall have the meaning assigned to it in Section 8 hereof.



“Affiliate” of any Person means any other Person directly or indirectly controlling or
controlled by or under direct or indirect common control with such Person. For the purposes of
this definition, “control” when used with respect to any Person means the power to direct the
management and policies of such Person, directly or indirectly, whether through the ownership of
voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have
meanings correlative to the foregoing.



“Agent Members” shall have the meaning assigned to it in Section 16 hereof.



“Averaging Period” shall mean the ten consecutive Trading Days ending on and including
(i) for purposes of the payment of a dividend in shares of Common Stock in respect of a Dividend
Record Date pursuant to Section 4(a) below, the second Trading Day immediately preceding such
Dividend Record Date, and (ii) for purposes of payment of the Redemption Price in Common Stock
pursuant to Section 12(g) below, the fifth Trading Day immediately preceding such Fundamental
Change Redemption Date. For the avoidance of doubt, if any scheduled Trading Day commencing on,
and including, the tenth scheduled Trading Day preceding such second scheduled Trading Day
preceding such Record Date, or preceding such fifth scheduled Trading Day preceding such
Fundamental Change Redemption Date, as applicable, shall not be a Trading Day pursuant to the
definition thereof (a “Disrupted Day”), then, for purposes of calculation the Daily VWAP
for such Disrupted Day, the Daily VWAP for the immediately preceding Trading Day shall be deemed to
be the Daily VWAP for such Disrupted Day.



“Board of Directors” means either the board of directors of the Corporation or any
duly authorized committee thereof.



“Business Day” means any day other than a Saturday, Sunday or a day on which state or
U.S. federally chartered banking institutions in New York, New York are not required to be open.



“Capital Stock” of any Person means any and all shares, interests, participations or
other equivalents however designated of corporate stock or other equity participations, including
partnership interests, whether general or limited, of such Person and any rights (other than debt
securities convertible or exchangeable into an equity interest), warrants or options to acquire an
equity interest in such Person.



“Certificate” means this Certificate of Designations.



“Closing Sale Price” of the shares of Common Stock or other Capital Stock or similar
equity interests for which a Closing Sale Price must be determined on any date means the closing
sale price per share (or, if no closing sale price is reported, the average of the closing bid and
ask prices or, if more than one in either case, the average of the average closing bid and the
average closing ask prices) on such date as reported on the New York Stock Exchange or such other
national or regional exchange or market on which shares of Common Stock or such other Capital Stock
or similar equity interests are then listed or quoted. In the absence of such quotations, for the
purposes of whether the Corporation may effect a Forced Conversion pursuant to Section 6(a), the
Closing Sale Price multiplied by the Conversion Rate on such date shall be deemed to be less than
130% of the Liquidation Preference, and for any other purpose, the Board of Directors shall be
entitled to determine the Closing Sale Price on the basis it considers appropriate, which
determination shall be conclusive. The Closing Sale Price shall be determined without reference to
any extended or after hours trading.



“Common Stock” means any stock of any class of the Capital Stock of the Corporation
that has no preference in respect of dividends or of amounts payable in the event of any voluntary
or involuntary liquidation, dissolution or winding up of the Corporation and that is not subject to
redemption by the Corporation. Subject to the provisions of Section 9, however, shares issuable on
conversion of the Preferred Stock shall include only shares of the class designated as common stock
of the Corporation at the date of this Certificate (namely, the Common Stock, par value $0.01 per
share) or shares of any class or classes resulting from any reclassification or reclassifications
thereof and which have no preference in respect of dividends or of amounts payable in the event of
any voluntary or involuntary liquidation, dissolution or winding up of the Corporation and which
are not subject to redemption by the Corporation; provided that if at any time there shall be more
than one such resulting class, the shares of each such class then so issuable on conversion shall
be substantially in the proportion the total number of shares of such class resulting from all such
reclassifications bears to the total number of shares of all such classes resulting from all such
reclassifications.



“Conversion Agent” shall have the meaning assigned to it in Section 18(a) hereof.



“Conversion Date” shall have the meaning assigned to it in Section 7 hereof.



“Conversion Price” per share of Preferred Stock means, on any date, the Liquidation
Preference divided by the Conversion Rate in effect on such date.



“Conversion Rate” per share of Preferred Stock means 33.3333 shares of Common Stock,
subject to adjustment pursuant to Section 9 hereof.



“Corporation” shall have the meaning assigned to it in the preamble to this
Certificate, and shall include any successor to such Corporation.



“Current Market Price” shall mean, on any date, the average of the daily Closing Sale
Prices per share of Common Stock for the ten consecutive Trading Days ending on the earlier of such
date of determination and the day before the “ex” date with respect to the issuance, distribution,
subdivision or combination requiring such computation. For purpose of this paragraph, the term
“ex” date, (1) when used with respect to any issuance or distribution, means the first date on
which the Common Stock trades, regular way, on the relevant exchange or in the relevant market from
which the Closing Sale Price was obtained without the right to receive such issuance or
distribution, and (2) when used with respect to any subdivision or combination of shares of Common
Stock, means the first date on which the Common Stock trades, regular way, on such exchange or in
such market after the time at which such subdivision or combination becomes effective. If another
issuance, distribution, subdivision or combination to which Section 9(d) applies occurs during the
period applicable for calculating “Current Market Price” pursuant to this definition, the “Current
Market Price” shall be calculated for such period in a manner determined by the Board of Directors
to reflect the impact of such issuance, distribution, subdivision or combination on the Closing
Sale Price of the Common Stock during such period.



“Daily Price Fraction” means, for each Trading Day during an Averaging Period, 0.10
times the Daily VWAP per share of the Common Stock for such Trading Day.



“Daily VWAP” for the Common Stock means (i) 0.97 times the volume-weighted average
price per share of the Common Stock as displayed under the heading “Bloomberg VWAP” on Bloomberg
page KSU <equity> AQR in respect of the period from 9:30 a.m. to 4:00 p.m. (New York City
time) on such Trading Day or, if such volume-weighted average price is unavailable, (ii) 0.97
times the market value of one share of our Common Stock on such Trading Day as the Board of
Directors of the Corporation determines in good faith using a volume-weighted method.



“Daily Price Sum” means the sum of the Daily Price Fractions during the related
Averaging Period.



“Depositary” means DTC or its successor depositary.



“Dividend Payment Date” means February 15, May 15, August 15 and November 15 of each
year, commencing February 15, 2006, or if any such date is not a Business Day, on the next
succeeding Business Day.



“Dividend Period” shall mean the period beginning on, and including, a Dividend
Payment Date and ending on, and excluding, the immediately succeeding Dividend Payment Date,
provided that the first Dividend Period shall begin on, and include, the Issue Date and end on, but
exclude, the first Dividend Payment Date.



“Dividend Rate” shall have the meaning assigned to it in Section 4 hereof.



“Dividend Record Date” with respect to the dividends payable on February 15, May 15,
August 15 and November 15 of each year, February 1, May 1, August 1 and November 1 of each year,
respectively, or such other record date, not more than 60 days and not less than 10 days preceding
the applicable Dividend Payment Date, as shall be fixed by the Board of Directors.



“DTC” shall mean The Depository Trust Company, New York, New York.



“Effective Date” shall have the meaning assigned to it in Section 8 hereof.



“Ex-Dividend Date” shall have the meaning assigned to it in Section 9 hereof.



“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.



“Expiration Time” shall have the meaning assigned to it in Section 9 hereof.



“Fair Market Value” shall mean the amount which a willing buyer would pay a willing
seller in an arm’s-length transaction.



“Forced Conversion” shall have the meaning assigned to it in Section 6 below.



“Forced Conversion Date” shall have the meaning assigned to it in Section 6 below.



“Fundamental Change” shall mean any transaction or event (whether by means of an
exchange offer, liquidation, tender offer, consolidation, merger, combination, reclassification,
recapitalization or otherwise) in connection with which 50% or more of the Common Stock of the
Corporation is exchanged for, converted into, acquired for or constitutes solely the right to
receive, consideration which is not at least 90% shares of common stock that (i) are listed on, or
immediately after the transaction or event will be listed on, a United States national securities
exchange, or (ii) are approved, or immediately after the transaction or event will be approved, for
quotation thereof in an inter-dealer quotation system of any registered United States national
securities association.



“Fundamental Change Redemption Date” shall have the meaning assigned to it in Section
12 hereof.



“Fundamental Change Redemption Notice” shall have the meaning assigned to it in
Section 12 hereof.



“Fundamental Change Redemption Price” means an amount equal to the Liquidation
Preference per share of Preferred Stock being redeemed, plus an amount equal to any accumulated and
unpaid dividends (whether or not declared) thereon to, but excluding, the Fundamental Change
Redemption Date; provided that if the Redemption Date shall occur after a Dividend Record Date and
before the related Dividend Payment Date, the Redemption Price shall be only an amount equal to the
Liquidation Preference per share of Preferred Stock being redeemed and will not include any amount
in respect of dividends declared and payable on such corresponding Dividend Payment Date.



“Global Preferred Shares” shall have the meaning assigned to it in Section 16 hereof.



“Global Shares Legend” shall have the meaning assigned to it in Section 16 hereof.



“Holder” shall mean each holder of record of shares of Preferred Stock Outstanding.



“Issue Date” shall mean December 9, 2006.



“Junior Stock” shall have the meaning assigned to it in Section 3 hereof.



“Liquidation Preference” shall have the meaning assigned to it in Section 5 hereof.



“Nasdaq” means the national Association of Securities Dealers Automated Quotation
System.



“Officer” means the Chairman of the Board, a Vice Chairman of the Board, the
President, any Vice President, the Treasurer, any Assistant Treasurer, the Controller, any
Assistant Controller, the Secretary or any Assistant Secretary of the Corporation.



“Outstanding” means, when used with respect to Preferred Stock, as of any date of
determination, all shares of Preferred Stock outstanding as of such date; provided that, in
determining whether the holders of Preferred Stock have given any request, demand, authorization,
direction, notice, consent or waiver or taken any other action hereunder, Preferred Stock owned by
the Corporation or its Affiliates shall be deemed not to be Outstanding, except that, in
determining whether the Registrar shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent, waiver or other action, only Preferred Stock which the
Registrar has actual knowledge of being so owned shall be deemed not to be Outstanding.



“Parity Stock” shall have the meaning assigned to it in Section 3 hereof.



“Paying Agent” shall have the meaning assigned to it in Section 18 hereof.



“Person” means an individual, a corporation, a partnership, a limited liability
company, an association, a trust or any other entity or organization, including a government or
political subdivision or an agency or instrumentality thereof.



“Preferred Stock” shall have the meaning assigned to it in Section 1 hereof.



“Preferred Stock Director” shall have the meaning assigned to it in Section 13 hereof.



“Purchased Shares” shall have the meaning assigned to it in Section 9 hereof.



“Record Date” means in respect of adjustments to the Conversion Rate pursuant to
Section 9 with respect to any dividend, distribution or other transaction or event in which the
holders of Common Stock have the right to receive any cash, securities or other property or in
which the Common Stock (or other applicable security) is exchanged for or converted into any
combination of cash, securities or other property, the date fixed for determination of stockholders
entitled to receive such cash, securities or other property (whether such date is fixed by the
Board of Directors or by statute, contract or otherwise).



“Reference Property” shall have the meaning set forth in Section 10 hereof.



“Registrar” shall have the meaning assigned to it in Section 14 hereof.



“Reorganization Event” shall have the meaning assigned to it in Section10 hereof.



“Restated Certificate of Incorporation” means the Certificate of Incorporation of the
Corporation, as amended, modified and restated to the date of this Certificate, and as it may be
amended, modified, or restated from time to time hereafter.



“Rights” shall have the meaning assigned to it in Section 11 hereof.



“Rights Plan” shall have the meaning assigned to it in Section 11 hereof.



“Securities Act” means the Securities Act of 1933, as amended.



“Senior Stock” shall have the meaning assigned to it in Section 3 hereof.



“Stock Price” shall have the meaning assigned to it in Section 8 hereof.



“Subsidiary” means (a) a corporation, a majority of whose Capital Stock with voting
power, under ordinary circumstances, to elect directors is, at the date of determination, directly
or indirectly owned by the Corporation, by one or more Subsidiaries of the Corporation or by the
Corporation and one or more Subsidiaries of the Corporation, (b) a partnership in which the
Corporation or a Subsidiary of the Corporation holds a majority interest in the equity capital or
profits of such partnership, or (c) any other Person (other than a corporation) in which the
Corporation, a Subsidiary of the Corporation or the Corporation and one or more Subsidiaries of the
Corporation, directly or indirectly, at the date of determination, has (i) at least a majority
ownership interest or (ii) the power to elect or direct the election of a majority of the directors
or other governing body of such person.



“Trading Day” means a day during which trading in securities generally occurs on the
New York Stock Exchange or, if the Common Stock is not listed on the New York Stock Exchange, on
the principal other national or regional securities exchange on which the Common Stock is then
listed or, if the Common Stock is not listed on a national or regional securities exchange, on
Nasdaq or, if the Common Stock is not quoted on Nasdaq, on the principal other market on which the
Common Stock is then traded.



“Transfer Agent” shall have the meaning assigned to it in Section 14 hereof.



“Trigger Event” shall have the meaning assigned to it in Section 9 hereof.



3. Rank. The Preferred Stock shall, with respect to dividend rights and rights upon
liquidation, winding-up or dissolution, rank:



(a) senior to the Common Stock and any other class or series of Capital Stock of the
Corporation, the terms of which provide that such class or series ranks junior to the Preferred
Stock as to dividend rights and rights on liquidation, winding-up and dissolution of the
Corporation (collectively, the “Junior Stock”);



(b) on a parity with any other class or series of Capital Stock of the Corporation, the terms
of which provide that such class or series ranks on a parity with the Preferred Stock as to
dividend rights and rights on liquidation, winding-up and dissolution of the Corporation
(collectively, the “Parity Stock”);



(c) junior to each class or series of Capital Stock of the Corporation other than (i) the
Common Stock, (ii) any Parity Stock, or Junior Stock or (iii) any other class or series of our
capital stock, the terms of which provide that such class or series ranks junior to or on a parity
with the Preferred Stock as to dividend rights and rights on liquidation, winding-up and
dissolution of the Corporation (collectively, together with any warrants, rights, calls or options
exercisable for or convertible into such Capital Stock, the “Senior Stock”); and



(d) junior to all existing and future debt obligations of the Corporation.



4. Dividends.



(a) The Holders of shares of the Outstanding Preferred Stock shall be entitled, when, as and
if declared by the Board of Directors out of funds of the Corporation legally available therefor,
to receive cumulative dividends at the rate per annum of 5.125% per share on the Liquidation
Preference (equivalent to $51.25 per annum per share), payable quarterly in arrears (the
“Dividend Rate”). Dividends payable for each full quarterly Dividend Period will be
computed by dividing the Dividend Rate by four and shall be payable in arrears on each Dividend
Payment Date (commencing February 15, 2006) for the corresponding Dividend Period, to the Holders
of record of Preferred Stock at the close of business on the Dividend Record Date applicable to
such Dividend Payment Date. Such dividends shall be cumulative from the most recent date as to
which dividends shall have been paid or, if no dividends have been paid, from the Issue Date
(whether or not in any Dividend Period or periods there shall be funds of the Corporation legally
available for the payment of such dividends) and shall accumulate on a day-to-day basis, whether or
not earned or declared, from and after the Issue Date. Dividends payable for any partial Dividend
Period, including the initial Dividend Period ending immediately prior to February 15, 2006 shall
be computed on the basis of days elapsed over a 360-day year consisting of twelve 30-day months.
Accumulations of dividends on shares of Preferred Stock shall not bear interest.



(b) Accumulated and unpaid dividends for any past Dividend Period (whether or not earned and
declared) shall cumulate dividends at the annual rate of 5.125% and shall be payable in the manner
set forth in this Section 4.



(c) No dividend shall be declared or paid or set apart for payment or other distribution
declared or made, whether in cash, obligations or shares of Capital Stock of the Corporation or
other property, directly or indirectly, upon any shares of Junior Stock or Parity Stock, nor shall
any shares of Junior Stock or Parity Stock be redeemed, repurchased or otherwise acquired for
consideration by the Corporation or its Subsidiaries through a sinking fund or otherwise, in each
case unless all accumulated and unpaid dividends, through the most recent Dividend Payment Date
(whether or not there are funds of the Corporation legally available for the payment of dividends)
on the shares of Preferred Stock and any Parity Stock have been or contemporaneously are declared
and paid in full or set apart for payment; provided, however, that, notwithstanding any provision
of this Section 4(c) to the contrary, the Corporation may redeem, repurchase or otherwise acquire
for consideration Preferred Stock and Parity Stock pursuant to a purchase or exchange offer made on
the same terms to all holders of such Preferred Stock and Parity Stock. When dividends are not
paid in full, as aforesaid, upon the shares of Preferred Stock, all dividends declared on the
Preferred Stock and any other Parity Stock shall be declared and paid either (A) pro rata so that
the amount of dividends so declared on the shares of Preferred Stock and each such other class or
series of Parity Stock shall in all cases bear to each other the same ratio as accumulated
dividends on the shares of Preferred Stock and such class or series of Parity Stock bear to each
other or (B) on another basis that is at least as favorable to the holders of the Preferred Stock
entitled to receive such dividends.



4A Method of Payment of Dividends.



(a) Subject to the restrictions set forth herein, dividends on the Preferred Stock may be
paid:




(i) in cash;




(ii) by delivery of shares of Common Stock; or




(iii) through any combination of cash and Common Stock.



(b) Common Stock issued in payment or partial payment of a dividend shall be valued for such
purpose at the Daily Price Sum for such dividend.



(c) Dividend payments on the Preferred Stock will be made in cash, except to the extent the
Corporation elects to make all or any portion of such payment in Common Stock by issuing a press
release and giving notice to Holders of such election and the portion of such payment that will be
made in cash and the portion of such payment that will be made in Common Stock, 15 Trading Days
prior to the Dividend Record Date for such dividend.



(d) No fractional shares of Common Stock will be delivered to Holders in payment or partial
payment of a dividend, but the Corporation will instead round such fractional share upward to the
nearest whole number of shares of Common Stock, and will deliver the resulting number of shares of
Common Stock to such holder.



5. Liquidation Preference.(a) (a) In the event of any liquidation, dissolution or
winding-up of the Corporation, whether voluntary or involuntary, before any payment or distribution
of the Corporation’s assets (whether capital or surplus) shall be made to or set apart for the
holders of Junior Stock, but after payment in full of the Corporation’s indebtedness and Senior
Stock, holders of Preferred Stock shall be entitled to receive $1,000 per share of Preferred Stock
(the “Liquidation Preference”) plus an amount equal to all dividends (whether or not
declared) accumulated and unpaid thereon to the date of final distribution to such holders, but
shall not be entitled to any further payment or other participation in any distribution of the
assets of the Corporation. If, upon any liquidation, dissolution or winding-up of the Corporation,
whether voluntary or involuntary, the Corporation’s assets, or proceeds thereof, distributable
among the holders of Preferred Stock are insufficient to pay in full the preferential amount
aforesaid and liquidating payments on any Parity Stock, then such assets, or the proceeds thereof,
shall be distributed among the holders of the Preferred Stock and any other Parity Stock equally
and ratably in proportion to the respective amounts that would be payable on such shares of
Preferred Stock and any such other Parity Stock if all amounts payable thereon were paid in full.



(b) Neither the voluntary sale, conveyance, exchange or transfer, for cash, shares of stock,
securities or other consideration, of all or substantially all or substantially all of the
Corporation’s property or assets, nor the consolidation, merger or amalgamation of the Corporation
with or into any corporation or the consolidation, merger or amalgamation of any corporation with
or into the Corporation shall be deemed to be a voluntary or involuntary liquidation, dissolution
or winding-up of the Corporation.



(c) The Corporation shall not be required to set aside any funds to ensure payment of the
Liquidation Preference. Subject to the rights of the holders of any Parity Stock, after payment has
been made in full to the holders of the Preferred Stock, as provided in this Section 5, holders of
Junior Stock shall, subject to the respective terms and provisions (if any) applying thereto, be
entitled to receive any and all assets remaining to be paid or distributed, and the holders of
Preferred Stock shall not be entitled to share therein.



6. Forced Conversion.



(a) At any time on or after February 20, 2011, the Corporation shall have the right, at its
option, to cause the Preferred Stock, in whole but not in part, to be automatically converted into
a number of whole shares of Common Stock at the Conversion Rate then in effect, with any resulting
fractional shares of Common Stock to be settled in accordance with the procedures set forth in
Sections 7(d) and 7(e) hereof (a “Forced Conversion”). The Corporation may only exercise
its right to cause a Forced Conversion pursuant to this Section if (i) the Closing Sale Price of
the Common Stock multiplied by the Conversion Rate then in effect equals or exceeds 130% of the
Liquidation Preference for at least 20 Trading Days in a consecutive 30 Trading Day period,
including the last Trading Day of such 30 Trading Day period, ending on the Trading Day prior to
the Corporation’s issuance of a press release, as described in Section 6(b) hereof, announcing the
Corporation’s exercise of its right to cause a Forced Conversion, and (ii) the Corporation has paid
all accumulated and unpaid dividends on the Dividend Payment Date immediately preceding the related
Forced Conversion Date.



(b) To exercise its right to call a Forced Conversion described in, and subject to, Section
(a) hereof, the Corporation must issue a press release prior to the close of business on the first
Trading Day following any date on which the conditions described in Section (a) hereof are met
announcing such a Forced Conversion. The Corporation shall also give notice by mail or by
publication (with subsequent prompt notice by mail to Holders not more than four Business Days
after the date of the press release) of the election to call a Forced Conversion. The conversion
date will be a date selected by the Corporation (the “Forced Conversion Date”) and will be
no more than 10 days after the date on which the Corporation issues the press release described in
this Section 6(b).



(c) In addition to any information required by applicable law or regulation, the press release
and notice of a Forced Conversion described in Section 6(b) shall state, as appropriate: (a) the
Forced Conversion Date; (b) the number of shares of Common Stock to be issued upon conversion of
each share of Preferred Stock; (c) the number of shares of Preferred Stock to be converted; and (d)
that dividends on the Preferred Stock to be converted will cease to accumulate on the Forced
Conversion Date.



(d) On and after the Forced Conversion Date, dividends shall cease to accumulate on the
Preferred Stock called for a Forced Conversion and all rights of Holders shall terminate except for
the right to receive the whole shares of Common Stock issuable upon conversion thereof at the
Conversion Rate then in effect and with respect to any fractional shares of Common Stock, settled
in accordance with Section 7(d) and 7(e) hereof, and the right to receive any dividend payable as
set forth in the next succeeding sentence. If the Forced Conversion Date occurs between the close
of business on any Dividend Record Date and the close of business on any Dividend Payment Date, the
dividend payment with respect to the Preferred Stock will be payable to the record holder of such
share on such Dividend Record Date. Except as provided in the immediately preceding sentence, with
respect to a Forced Conversion pursuant to Section (a) hereof, the Corporation shall make no
payment or allowance for unpaid dividends, whether or not in arrear, upon conversion of Preferred
Stock or for dividends with respect to the Common Stock issued upon such conversion.



7. Conversion.(a) (a) Right to Convert. Each share of Preferred Stock shall be
convertible, at any time, in accordance with, and subject to, this Section 7 into a number of fully
paid and non-assessable shares of Common Stock equal to the Conversion Rate in effect at such time.
Notwithstanding the foregoing, if any shares of Preferred Stock are to be subject to a Forced
Conversion pursuant to Section 6, or subject to redemption pursuant to Section 12, such conversion
right shall cease and terminate, as to the shares of the Preferred Stock to be converted or
redeemed, at 5:00 p.m., New York City time, on the Business Day immediately preceding the Forced
Conversion Date or the Fundamental Change Redemption Date, as applicable, unless the Corporation
shall default in the issuance of the shares of Common Stock issuable therefor, or in the payment of
the Fundamental Change Redemption Price, as provided herein.



(b) Conversion Procedures.




(i) Conversion of shares of the Preferred Stock may be effected by any Holder
upon the surrender to the Corporation, at the principal office of the Corporation or
at the office of the Conversion Agent as may be designated by the Board of
Directors, of the certificate or certificates for such shares of the Preferred Stock
to be converted accompanied by a complete and manually signed Notice of Conversion
(as set forth in the form of Preferred Stock certificate attached hereto) along with
(A) appropriate endorsements and transfer documents as required by the Registrar or
Conversion Agent and (B) if required pursuant to Section 7(c), funds equal to the
dividend payable on the next Dividend Payment Date. In case such Notice of
Conversion shall specify a name or names other than that of such holder, such notice
shall be accompanied by payment of all transfer taxes payable upon the issuance of
 shares of Common Stock in such name or names. Other than such taxes, the Corporation
shall pay any documentary, stamp or similar issue or transfer taxes that may be
payable in respect of any issuance or delivery of shares of Common Stock upon
conversion of shares of the Preferred Stock pursuant hereto. The conversion of the
Preferred Stock will be deemed to have been made as of the close of business on the
date (the “Conversion Date”) such certificate or certificates have been
surrendered and the receipt of such Notice of Conversion and payment of all required
transfer taxes, if any (or the demonstration to the satisfaction of the Corporation
that such taxes have been paid). As promptly as practicable following the
Conversion Date, the Corporation shall deliver or cause to be delivered (1)
certificates representing the number of validly issued, fully paid and nonassessable
full shares of Common Stock to which the holder of shares of the Preferred Stock
being converted (or such holder’s transferee) shall be entitled, and (2) if less
than the full number of shares of the Preferred Stock evidenced by the surrendered
certificate or certificates is being converted, a new certificate or certificates,
of like tenor, for the number of shares evidenced by such surrendered certificate or
certificates less the number of shares being converted. As of the close of business
on the Conversion Date, the rights of the holder of the Preferred Stock as to the
 shares being converted shall cease except for the right to receive shares of Common
Stock and, as set forth in Section 7(c) below, any dividend payable on any Dividend
Payment Date, and the Person entitled to receive the shares of Common Stock shall be
treated for all purposes as having become the record holder of such shares of Common
Stock at such time.




(ii) Anything herein to the contrary notwithstanding, in the case of Global
Preferred Shares, Notices of Conversion may be delivered to, and shares of the
Preferred Stock representing beneficial interests in respect of such Global
Preferred Shares may be surrendered for conversion in accordance with the applicable
procedures of, the Depositary as in effect from time to time.



(c) Dividend and Other Payments Upon Conversion.




(i) If a Holder exercises conversion rights, such shares will cease to
accumulate dividends as of the end of the day immediately preceding the Conversion
Date. On conversion of the Preferred Stock, except for conversion during the period
from the close of business on any Dividend Record Date corresponding to a Dividend
Payment Date to the close of business on such Dividend Payment Date, in which case
the holder on such Dividend Record Date shall receive the dividends payable on such
Dividend Payment Date as set forth in Section 4 above, accumulated and unpaid
dividends on the converted share of Preferred Stock shall not be cancelled,
extinguished or forfeited, but rather shall be deemed to be paid in full to the
holder thereof through delivery of the Common Stock in exchange for the Preferred
Stock being converted pursuant to the provisions hereof. Shares of the Preferred
Stock surrendered for conversion after the close of business on any Dividend Record
Date for the payment of dividends declared and before the opening of business on the
Dividend Payment Date corresponding to that Dividend Record Date must be accompanied
by a payment to the Corporation in cash of an amount equal to the dividend payable
in respect of those shares on such Dividend Payment Date; provided that a holder of
 shares of the Preferred Stock on a Dividend Record Date who converts such shares
into shares of Common Stock on the corresponding Dividend Payment Date shall be
entitled to receive the dividend payable on such shares of the Preferred Stock on
such Dividend Payment Date, and such holder need not include payment to the
Corporation of the amount of such dividend upon surrender of shares of the Preferred
Stock for conversion. For the avoidance of doubt, the Corporation shall make no
payment or allowance for unpaid dividends, whether or not in arrear, with respect to
the Common Stock issued upon conversion, and the right to receive dividends declared
on such Common Stock shall be realized by the holder thereof only following the
Conversion Date.




(ii) Notwithstanding the foregoing, if shares of the Preferred Stock are
converted during the period between the close of business on any Dividend Record
Date and the opening of business on the corresponding Dividend Payment Date and the
Corporation has designated a Forced Conversion Date during such period, or the
Corporation has specified a Fundamental Change Redemption Date during such period,
then, in each case, the holder who tenders such shares for conversion shall receive
the dividend payable on such Dividend Payment Date and need not include payment of
the amount of such dividend upon surrender of shares of the Preferred Stock for
conversion.



(d) Fractional Shares. In connection with the conversion of any shares of the Preferred
Stock, no fractions of shares of Common Stock shall be issued, but the Corporation shall round the
resulting number of shares of Common Stock to be delivered to the Holder otherwise entitled to a
fractional share upward to the next full number of shares and will deliver the resulting number of
shares of Common Stock to such Holder.



(e) Total Shares. If more than one share of the Preferred Stock shall be surrendered for
conversion by the same Holder at the same time, the number of full shares of Common Stock issuable
on conversion of those shares shall be computed on the basis of the total number of shares of the
Preferred Stock so surrendered.



(f) Reservation of Shares; Shares to be Fully Paid; Compliance with Governmental Requirements;
Listing of Common Stock. The Corporation shall:




(i) at all times reserve and keep available, free from preemptive rights, for
issuance upon the conversion of shares of the Preferred Stock such number of its
authorized but unissued shares of Common Stock as shall from time to time be
sufficient to permit the conversion of all Outstanding shares of the Preferred
Stock;




(ii) prior to the delivery of any securities that the Corporation shall be
obligated to deliver upon conversion of the Preferred Stock, comply with all
applicable federal and state laws and regulations that require action to be taken by
the Corporation (including, without limitation, the registration or approval, if
required, of any shares of Common Stock to be provided for the purpose of conversion
of the Preferred Stock hereunder);




(iii) ensure that all shares of Common Stock delivered upon conversion of the
Preferred Stock will, upon delivery, be duly and validly issued and fully paid and
nonassessable, free of all liens and charges and not subject to any preemptive
rights; and




(iv) ensure that, if at any time any shares of Common Stock shall be listed on
any national securities exchange or automated quotation system and for as long as
such shares of Common Stock shall remain listed on such exchange or quotation
system, all shares of Common Stock issuable upon conversion of the Preferred Stock
shall be listed and shall remain listed on any such exchange or quotation system.



8. Make Whole Payment Upon the Occurrence of a Fundamental Change.



(a) General. No later than ten Trading Days prior the anticipated effective date of a
Fundamental Change, the Corporation will issue a press release and give notice to Holders of such
Fundamental Change. Such notice will state, (1) the anticipated effective date of such Fundamental
Change, (2) the applicable Conversion Rate and the name and address of the paying agent and the
Conversion Agent, if applicable, and (3) the expected determination of the number of Additional
Shares to be added to the Conversion Rate, as described below. If any Holder tenders any of its
shares of Preferred Stock for conversion following such notice and prior to February 20, 2016, the
Conversion Rate in respect of any such shares of Preferred Stock tendered will be increased by a
number of shares of Common Stock (the “Additional Shares”) determined as set forth in
Section 8(b) below. The Corporation will deliver Common Stock to Holders upon conversion of any
such Preferred Stock at the Conversion Rate (without giving effect to any such Additional Shares),
with any fractional shares settled in accordance with Sections 7(d) and 7(e) above, no later than
the third Business Day following the related Conversion Date. The Additional Shares in respect of
such Preferred Stock, if any, will be delivered to such Holders on the later to occur of: (1) the
third Business Day following the Effective Date and (2) the related Conversion Date; provided that,
if Additional Shares are to be delivered following the Effective Date, the Corporation shall
deliver on such date, in lieu thereof, Reference Property (based on the amount of Additional
Shares) pursuant to Section 10 below.



(b) Determination of Additional Shares. The number of Additional Shares shall be determined
for the Preferred Stock by reference to the table below, based on the date on which such
Fundamental Change becomes effective (the “Effective Date”) and the average of the Closing
Sale Prices of the Common Stock over the ten Trading Day period ending on the Trading Day
immediately preceding the Effective Date (the “Stock Price”).




(i) The Stock Prices set forth in the first row of each table below (i.e.,
column headers) will be adjusted as of any date on which the Conversion Rate of the
Preferred Stock is adjusted. The adjusted Stock Prices will equal the Stock Prices
applicable immediately prior to such adjustment, multiplied by a fraction, the
numerator of which is the Conversion Rate immediately prior to the adjustment giving
rise to the Stock Price adjustment and the denominator of which is the Conversion
Rate as so adjusted. The number of Additional Shares will be adjusted in the same
manner as the Conversion Rate as set forth under Section 9.




(ii) The following table sets forth the number of Additional Shares to be
received per $1,000 Liquidation Preference of Preferred Stock:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Effective Date	 	Stock Price (in USD)
	 	 	23.25	 	25.00	 	27.50	 	30.00	 	32.50	 	35.00	 	40.00	 	45.00	 	50.00	 	55.00
	12/9/2005

	 	 	9.7743	 	 	 	8.4660	 	 	 	7.3729	 	 	 	6.6883	 	 	 	6.1387	 	 	 	5.6691	 	 	 	4.9061	 	 	 	4.3127	 	 	 	3.8380	 	 	 	3.4495	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2/15/2007

	 	 	9.7094	 	 	 	8.4249	 	 	 	7.3531	 	 	 	6.6736	 	 	 	6.1254	 	 	 	5.6567	 	 	 	4.8953	 	 	 	4.3031	 	 	 	3.8293	 	 	 	3.4416	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2/15/2008

	 	 	9.6615	 	 	 	8.3955	 	 	 	7.3394	 	 	 	6.6636	 	 	 	6.1163	 	 	 	5.6483	 	 	 	4.8879	 	 	 	4.2965	 	 	 	3.8234	 	 	 	3.4363	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2/15/2009

	 	 	9.6083	 	 	 	8.3626	 	 	 	7.3233	 	 	 	6.6513	 	 	 	6.1051	 	 	 	5.6379	 	 	 	4.8788	 	 	 	4.2884	 	 	 	3.8161	 	 	 	3.4297	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2/15/2010

	 	 	9.5680	 	 	 	8.3393	 	 	 	7.3133	 	 	 	6.6440	 	 	 	6.0985	 	 	 	5.6318	 	 	 	4.8735	 	 	 	4.2837	 	 	 	3.8118	 	 	 	3.4258	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2/15/2011

	 	 	9.5331	 	 	 	8.3209	 	 	 	7.3066	 	 	 	6.6394	 	 	 	6.0943	 	 	 	5.6279	 	 	 	4.8701	 	 	 	4.2806	 	 	 	3.8091	 	 	 	3.4233	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2/15/2012

	 	 	9.4862	 	 	 	8.2928	 	 	 	7.2946	 	 	 	6.6307	 	 	 	6.0864	 	 	 	5.6206	 	 	 	4.8636	 	 	 	4.2749	 	 	 	3.8040	 	 	 	3.4186	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2/15/2013

	 	 	9.4434	 	 	 	8.2652	 	 	 	7.2801	 	 	 	6.6192	 	 	 	6.0759	 	 	 	5.6108	 	 	 	4.8551	 	 	 	4.2674	 	 	 	3.7971	 	 	 	3.4124	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2/15/2014

	 	 	9.4083	 	 	 	8.2443	 	 	 	7.2688	 	 	 	6.6099	 	 	 	6.0674	 	 	 	5.6029	 	 	 	4.8482	 	 	 	4.2612	 	 	 	3.7916	 	 	 	3.4074	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2/15/2015

	 	 	9.3760	 	 	 	8.2233	 	 	 	7.2572	 	 	 	6.6004	 	 	 	6.0586	 	 	 	5.5948	 	 	 	4.8411	 	 	 	4.2549	 	 	 	3.7859	 	 	 	3.4022	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2/15/2016

	 	 	9.3558	 	 	 	8.2094	 	 	 	7.2485	 	 	 	6.5931	 	 	 	6.0519	 	 	 	5.5886	 	 	 	4.8356	 	 	 	4.2500	 	 	 	3.7816	 	 	 	3.3982	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Effective Date	 	Stock Price (in USD)
	 	 	60.00	 	65.00	 	70.00	 	75.00	 	80.00	 	95.00	 	110.00	 	125.00	 	140.00
	12/9/2005

	 	 	3.1258	 	 	 	2.8519	 	 	 	2.6172	 	 	 	2.4137	 	 	 	2.2357	 	 	 	1.8140	 	 	 	1.5074	 	 	 	1.2743	 	 	 	1.0912	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2/15/2007

	 	 	3.1186	 	 	 	2.8453	 	 	 	2.6110	 	 	 	2.4079	 	 	 	2.2303	 	 	 	1.8095	 	 	 	1.5034	 	 	 	1.2709	 	 	 	1.0881	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2/15/2008

	 	 	3.1137	 	 	 	2.8407	 	 	 	2.6068	 	 	 	2.4040	 	 	 	2.2266	 	 	 	1.8064	 	 	 	1.5008	 	 	 	1.2685	 	 	 	1.0860	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2/15/2009

	 	 	3.1076	 	 	 	2.8352	 	 	 	2.6016	 	 	 	2.3992	 	 	 	2.2221	 	 	 	1.8026	 	 	 	1.4975	 	 	 	1.2656	 	 	 	1.0834	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2/15/2010

	 	 	3.1041	 	 	 	2.8319	 	 	 	2.5985	 	 	 	2.3963	 	 	 	2.2194	 	 	 	1.8003	 	 	 	1.4955	 	 	 	1.2639	 	 	 	1.0819	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2/15/2011

	 	 	3.1018	 	 	 	2.8298	 	 	 	2.5966	 	 	 	2.3945	 	 	 	2.2177	 	 	 	1.7989	 	 	 	1.4943	 	 	 	1.2628	 	 	 	1.0809	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2/15/2012

	 	 	3.0975	 	 	 	2.8258	 	 	 	2.5929	 	 	 	2.3911	 	 	 	2.2145	 	 	 	1.7962	 	 	 	1.4920	 	 	 	1.2607	 	 	 	1.0791	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2/15/2013

	 	 	3.0919	 	 	 	2.8206	 	 	 	2.5881	 	 	 	2.3865	 	 	 	2.2102	 	 	 	1.7926	 	 	 	1.4889	 	 	 	1.2580	 	 	 	1.0767	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2/15/2014

	 	 	3.0872	 	 	 	2.8163	 	 	 	2.5841	 	 	 	2.3828	 	 	 	2.2067	 	 	 	1.7897	 	 	 	1.4863	 	 	 	1.2558	 	 	 	1.0747	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2/15/2015

	 	 	3.0825	 	 	 	2.8120	 	 	 	2.5801	 	 	 	2.3791	 	 	 	2.2032	 	 	 	1.7867	 	 	 	1.4838	 	 	 	1.2535	 	 	 	1.0727	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2/15/2016

	 	 	3.0789	 	 	 	2.8086	 	 	 	2.5769	 	 	 	2.3762	 	 	 	2.2005	 	 	 	1.7844	 	 	 	1.4818	 	 	 	1.2518	 	 	 	1.0711	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 







(iii) The exact Stock Prices and Effective Dates may not be set forth in
the table above, in which case:




(A) If the Stock Price is between two Stock Price amounts in the table
or the Effective Date is between two Effective Dates in the table, the
number of Additional Shares will be determined by a straight-line
interpolation between the number of Additional Shares set forth for the
higher and lower Stock Price amounts and the two dates, as applicable, based
on a 365-day year.




(B) If the Stock Price is equal to or in excess of $140 per share
(subject to adjustment), no Additional Shares will be issued upon
conversion.




(C) If the Stock Price is less than $23.25 per share (subject to
adjustment), no Additional Shares will be issued upon conversion.




(iv) Notwithstanding the foregoing, in no event will the total number of shares
of Common Stock of the Corporation issuable upon conversion exceed 43.0108 per
$1,000 Liquidation Preference of Preferred Stock, subject to adjustments in the same
manner of the Conversion Rate as set forth under Section 9 below.



9. Conversion Rate Adjustments. The Conversion Rate shall be adjusted from time to
time by the Corporation in accordance with the provisions of this Section 9.



(a) If the Corporation shall hereafter pay a dividend or make a distribution to all holders of
the outstanding Common Stock in shares of Common Stock, the Conversion Rate in effect at the
opening of business on the date following the Record Date shall be increased by multiplying such
Conversion Rate by a fraction,




(i) the numerator of which shall be the sum of the number of shares of Common
Stock outstanding at the close of business on such Record Date and the total number
of shares of Common Stock constituting such dividend or other distribution; and




(ii) the denominator of which shall be the number of shares of Common Stock
outstanding at the close of business on such Record Date.



Such increase shall become effective immediately after the opening of business on the day following
such Record Date. If any dividend or distribution of the type described in this Section 9(a) is
declared but not so paid or made, the Conversion Rate shall again be adjusted to the Conversion
Rate that would then be in effect if such dividend or distribution had not been declared.



(b) If the Corporation shall issue rights or warrants to all holders of any class of Common
Stock entitling them (for a period expiring within forty-five (45) days after the Record Date) to
subscribe for or purchase shares of Common Stock (or securities convertible into Common Stock) at a
price per share (or having a conversion price per share) less than the Current Market Price on the
Record Date, the Conversion Rate shall be adjusted so that the same shall equal the rate determined
by multiplying the Conversion Rate in effect immediately prior to such Record Date by a fraction,




(i) the numerator of which shall be the number of shares of Common Stock
outstanding at the close of business on such Record Date plus the total number of
additional shares of Common Stock so offered for subscription or purchase (or into
which the convertible securities so offered are convertible); and




(ii) the denominator of which shall be the number of shares of Common Stock
outstanding at the close of business on such Record Date plus the number of shares
which the aggregate offering price of the total number of shares so offered for
subscription or purchase (or the aggregate conversion price of the convertible
securities so offered) would purchase at such Current Market Price.



Such adjustment shall become effective immediately after the opening of business on the day
following such Record Date. To the extent that shares of Common Stock (or securities convertible
into Common Stock) are not delivered pursuant to such rights or warrants, upon the expiration or
termination of such rights or warrants, the Conversion Rate shall be readjusted to the Conversion
Rate that would then be in effect had the adjustment made upon the issuance of such rights or
warrants been made on the basis of delivery of only the number of shares of Common Stock (or
securities convertible into Common Stock) actually delivered. If such rights or warrants are not
so issued, the Conversion Rate shall again be adjusted to be the Conversion Rate that would then be
in effect if such Record Date had not been fixed. In determining whether any rights or warrants
entitle the holders to subscribe for or purchase shares of Common Stock at less than such Current
Market Price, and in determining the aggregate offering price of such shares of Common Stock, there
shall be taken into account any consideration received by the Corporation for such rights or
warrants and any amount payable on exercise or conversion thereof, the Fair Market Value of such
consideration, if other than cash, to be determined by the Board of Directors, whose determination
shall be conclusive.



(c) If the outstanding shares of Common Stock shall be subdivided into a greater number of
shares of Common Stock, the Conversion Rate in effect at the opening of business on the day
following the day upon which such subdivision becomes effective shall be proportionately increased,
and conversely, in the event outstanding shares of Common Stock shall be combined into a smaller
number of shares of Common Stock, the Conversion Rate in effect at the opening of business on the
day following the day upon which such combination becomes effective shall be proportionately
reduced, such increase or reduction, as the case may be, to become effective immediately after the
opening of business on the day following the day upon which such subdivision or combination becomes
effective.



(d) If the Corporation shall, by dividend or otherwise, distribute to all holders of its
Common Stock shares of any class of Capital Stock of the Corporation (other than any dividends or
distributions to which Section 9(a) applies) or evidences of its indebtedness or assets (including
securities, but excluding (i) any rights or warrants referred to in 9(b) or (ii) any dividend or
distribution (x) paid exclusively in cash or (y) referred to in Section 9(a) or Section 9(g)) (any
of the foregoing hereinafter referred to in this Section 9(d) as the “Distributed
Property”), then, in each such case, the Conversion Rate shall be adjusted so that the same
shall be equal to the rate determined by multiplying the Conversion Rate in effect on the Record
Date with respect to such distribution by a fraction,




(iii) the numerator of which shall be the Current Market Price on such Record
Date; and




(iv) the denominator of which shall be the Current Market Price on such Record
Date less the Fair Market Value (as determined by the Board of Directors, whose
determination shall be conclusive, and described in a resolution of the Board of
Directors) on such Record Date of the portion of the Distributed Property applicable
to one share of Common Stock (determined on the basis of the number of shares of the
Common Stock outstanding on such Record Date).



Such adjustment shall become effective immediately prior to the opening of business on the day
following such Record Date; provided that if the then Fair Market Value (as so determined by the
Board of Directors) of the portion of the Distributed Property applicable to one share of Common
Stock is equal to or greater than the Current Market Price on the Record Date, in lieu of the
foregoing adjustment, adequate provision shall be made so that each holder of Preferred Stock shall
have the right to receive upon conversion the amount of Distributed Property such holder would have
received had such holder converted each share of its Preferred Stock on the Record Date. To the
extent that any of the Distributed Property is not distributed, the Conversion Rate shall be
readjusted to the Conversion Rate that would then be in effect had the adjustment made been made on
the basis of only the Distributed Property actually distributed. If such dividend or distribution
is not so paid or made, the Conversion Rate shall again be adjusted to be the Conversion Rate that
would then be in effect if such dividend or distribution had not been declared. If the Board of
Directors determines the Fair Market Value of any distribution for purposes of this Section 9(d) by
reference to the trading market for any securities, it must in doing so consider the prices in such
market over the same period used in computing the Current Market Price on the applicable Record
Date.



Rights or warrants (including rights under any Rights Plan) distributed by the Corporation to
all holders of Common Stock entitling the holders thereof to subscribe for or purchase shares of
the Corporation’s Capital Stock (either initially or under certain circumstances), which rights or
warrants, until the occurrence of a specified event or events (“Trigger Event”): (i) are
deemed to be transferred with such shares of Common Stock; (ii) are not exercisable; and (iii) are
also issued in respect of future issuances of Common Stock, shall be deemed not to have been
distributed for purposes of this 9(d) (and no adjustment to the Conversion Rate under this 9(d)
will be required) until the occurrence of the earliest Trigger Event, whereupon such rights and
warrants shall be deemed to have been distributed and an appropriate adjustment (if any is
required) to the Conversion Rate shall be made under this 9(d). If any such right or warrant,
including any such existing rights or warrants distributed prior to the date of this Certificate,
are subject to events, upon the occurrence of which such rights or warrants become exercisable to
purchase different securities, evidences of indebtedness or other assets, then the date of the
occurrence of any and each such event shall be deemed to be the date of distribution and record
date with respect to new rights or warrants with such rights (and a termination or expiration of
the existing rights or warrants without exercise by any of the holders thereof). In addition, in
the event of any distribution (or deemed distribution) of rights or warrants, or any Trigger Event
or other event (of the type described in the preceding sentence) with respect thereto that was
counted for purposes of calculating a distribution amount for which an adjustment to the Conversion
Rate under this Section 9(d) was made, (1) in the case of any such rights or warrants that shall
all have been redeemed or repurchased without exercise by any holders thereof, the Conversion Rate
shall be readjusted upon such final redemption or repurchase to give effect to such distribution or
Trigger Event, as the case may be, as though it were a cash distribution, equal to the per share
redemption or repurchase price received by a holder or holders of Common Stock with respect to such
rights or warrants (assuming such holder had retained such rights or warrants), made to all holders
of Common Stock as of the date of such redemption or repurchase, and (2) in the case of such rights
or warrants that shall have expired or been terminated without exercise thereof, the Conversion
Rate shall be readjusted as if such expired or terminated rights and warrants had not been issued.



For purposes of this Section 9(d), Section 9(a) and Section 9(b), any dividend or distribution
to which this Section 9(d) is applicable that also includes shares of Common Stock, or rights or
warrants to subscribe for or purchase shares of Common Stock (or both), shall be deemed instead to
be (1) a dividend or distribution of the evidences of indebtedness, assets or shares of Capital
Stock other than such shares of Common Stock or rights or warrants, as to which any Conversion Rate
adjustment required by this Section 9(d) with respect to such dividend or distribution shall then
be made, immediately followed by (2) a dividend or distribution of such shares of Common Stock or
such rights or warrants, as to which any further Conversion Rate adjustment required by Sections
9(a) and 9(b) with respect to such dividend or distribution shall then be made, except any shares
of Common Stock included in such dividend or distribution shall not be deemed “outstanding at the
close of business on such Record Date” within the meaning of Sections 9(a) and 9(b).



(e) If the Corporation shall, by dividend or otherwise, distribute to all holders of its
Common Stock cash, excluding any dividend or distribution in connection with the liquidation,
dissolution or winding-up of the Corporation, whether voluntary or involuntary, then the Conversion
Rate shall be increased so that the same shall equal the rate determined by multiplying the
Conversion Rate in effect immediately prior to the close of business on such Record Date by a
fraction,




(i) the numerator of which shall be the Current Market Price on such Record
Date; and




(ii) the denominator of which shall be the Current Market Price on such Record
Date less the amount of cash so distributed applicable to one share of Common Stock.



Such adjustment shall be effective immediately prior to the opening of business on the day
following the Record Date; provided that if the portion of the cash so distributed applicable to
one share of Common Stock is equal to or greater than the Current Market Price on the Record Date,
in lieu of the foregoing adjustment, adequate provision shall be made so that each holder of
Preferred Stock shall have the right to receive upon conversion the amount of cash such holder
would have received had such holder converted each share of Preferred Stock on the Record Date. To
the extent that such dividend or distribution is not made, the Conversion Rate shall be readjusted
to the Conversion Rate that would then be in effect had the adjustment made been made on the basis
of only the dividend or distribution actually made. If such dividend or distribution is not so
paid or made, the Conversion Rate shall again be adjusted to be the Conversion Rate that would then
be in effect if such dividend or distribution had not been declared.



(f) If a tender or exchange offer made by the Corporation or any Subsidiary for all or any
portion of the Common Stock shall require the payment to stockholders of consideration per share of
Common Stock having a Fair Market Value (as determined by the Board of Directors, whose
determination shall be conclusive and described in a resolution of the Board of Directors) that, as
of the last time (the “Expiration Time”) tenders or exchanges may be made pursuant to such
tender or exchange offer, exceeds the Closing Sale Price of a share of Common Stock on the Trading
Day next succeeding the Expiration Time, the Conversion Rate shall be increased so that the same
shall equal the rate determined by multiplying the Conversion Rate in effect immediately prior to
the Expiration Time by a fraction,




(i) the numerator of which shall be the sum of (x) the Fair Market Value
(determined as aforesaid) of the aggregate consideration payable to stockholders
based on the acceptance (up to any maximum specified in the terms of the tender or
exchange offer) of all shares validly tendered or exchanged and not withdrawn as of
the Expiration Time (the shares deemed so accepted up to any such maximum, being
referred to as the “Purchased Shares”) and (y) the product of the number of
 shares of Common Stock outstanding (less any Purchased Shares) at the Expiration
Time and the Closing Sale Price of a share of Common Stock on the Trading Day next
succeeding the Expiration Time; and




(ii) the denominator of which shall be the number of shares of Common Stock
outstanding (including any Purchased Shares) at the Expiration Time multiplied by
the Closing Sale Price of a share of Common Stock on the Trading Day next succeeding
the Expiration Time.



Such adjustment shall become effective immediately prior to the opening of business on the day
following the Expiration Time. In the event that the Corporation or any such Subsidiary, as the
case may be, is obligated to purchase shares pursuant to any such tender or exchange offer, but the
Corporation or any such Subsidiary, as the case may be, is permanently prevented by applicable law
from effecting any such purchases or all such purchases are rescinded, the Conversion Rate shall
again be adjusted to be the Conversion Rate that would then be in effect if such tender or exchange
offer had not been made.



(g) If the Corporation pays a dividend or makes a distribution to all holders of its Common
Stock consisting of Capital Stock of any class or series, or similar equity interests, of or
relating to a Subsidiary or other business unit of the Corporation, unless the Corporation
distributes such Capital Stock or equity interests to holders of the Preferred Stock in such
distribution on the same basis as they would have received had such holders converted their shares
of Preferred Stock into shares of Common Stock immediately prior to such distributions, the
Conversion Rate shall be increased so that the same shall be equal to the rate determined by
multiplying the Conversion Rate in effect on the Record Date with respect to such distribution by a
fraction,




(i) the numerator of which shall be the sum of (A) the average of the Closing
Sale Prices of the Common Stock for the ten (10) Trading Days commencing on and
including the fifth Trading Day after the date on which “ex-dividend trading”
commences for such dividend or distribution on The New York Stock Exchange or such
other national or regional exchange or market on which such securities are then
listed or quoted (the “Ex-Dividend Date”) plus (B) the fair market value of
the securities distributed in respect of each share of Common Stock, which shall
equal the number of securities distributed in respect of each share of Common Stock
multiplied by the average of the Closing Sale Prices of those distributed securities
for the ten (10) Trading Days commencing on and including the fifth Trading Day
after the Ex-Dividend Date; and




(ii) the denominator of which shall be the average of the Closing Sale Prices
of the Common Stock for the ten (10) Trading Days commencing on and including the
fifth Trading Day after the Ex-Dividend Date.



Such adjustment shall become effective immediately prior to the opening of business on the day
following the fifteenth Trading Day after the Ex-Dividend Date.



(h) To the fullest extent permitted by law, the Corporation may make such increases in the
Conversion Rate in addition to those required by this Section 9 as the Board of Directors considers
to be advisable to avoid or diminish any income tax to holders of Common Stock or rights to
purchase Common Stock resulting from any dividend or distribution of stock (or rights to acquire
stock) or from any event treated as such for income tax purposes. To the fullest extent permitted
by applicable law, the Corporation from time to time may increase the Conversion Rate by any amount
for any period of time if the period is at least 20 days and the increase is irrevocable during the
period and the Board of Directors determines in good faith that such increase would be in the best
interest of the Corporation, which determination shall be conclusive. Whenever the Conversion Rate
is increased pursuant to the preceding sentence, the Corporation shall mail to each holder of the
Preferred Stock at the address of such holder as it appears in the stock register a notice of the
increase at least 15 days prior to the date the increased Conversion Rate takes effect, and such
notice shall state the increased Conversion Rate and the period during which it will be in effect.



(i) All calculations under this Section 9 shall be made by the Corporation and shall be made
to the nearest cent or to the nearest one-ten thousandth (1/10,000) of a share, as the case may be.
No adjustment need be made for rights to purchase Common Stock pursuant to a Corporation plan for
reinvestment of dividends or interest or, except as set forth in this Section 9, for any issuance
of Common Stock or securities convertible, exercisable or exchangeable into Common Stock. To the
extent the Preferred Stock becomes convertible into cash, assets, property or securities (other
than Capital Stock of the Corporation), subject to Section 10, no adjustment need be made
thereafter to the Conversion Rate. Interest will not accrue on any cash into which the Preferred
Stock may be convertible.



(j) Whenever the Conversion Rate is adjusted as herein provided the Corporation shall promptly
file with the Conversion Agent an Officer’s certificate setting forth the Conversion Rate after
such adjustment and setting forth a brief statement of the facts requiring such adjustment. Unless
and until a responsible officer of the Conversion Agent shall have received such Officer’s
certificate, the Conversion Agent shall not be deemed to have knowledge of any adjustment of the
Conversion Rate and may assume that the last Conversion Rate of which it has knowledge is still in
effect. Promptly after delivery of such certificate, the Corporation shall prepare a notice of
such adjustment of the Conversion Rate setting forth the adjusted Conversion Rate and the date on
which each adjustment becomes effective and shall mail such notice of such adjustment of the
Conversion Rate to each Holder of Preferred Stock at its last address appearing in the stock
register within twenty (20) days after execution thereof. Failure to deliver such notice shall not
affect the legality or validity of any such adjustment.



(k) For purposes of this Section 9, the number of shares of Common Stock at any time
outstanding shall not include shares held in the treasury of the Corporation, unless such treasury
shares participate in any distribution or dividend that requires an adjustment pursuant to this
Section 9, but shall include shares issuable in respect of scrip certificates issued in lieu of
fractions of shares of Common Stock.



10. Effect of Reclassification, Consolidation, Merger or Sale on Conversion
Privilege.(a) (a) If any of the following events occur, namely (i) any reclassification or
change of the outstanding shares of Common Stock (other than a subdivision or combination to which
Section 9(c) applies), (ii) any consolidation, merger or combination of the Corporation with
another Person as a result of which holders of Common Stock shall be entitled to receive stock,
other securities or other property or assets (including cash) with respect to or in exchange for
such Common Stock, or (iii) any sale or conveyance of all or substantially all of the properties
and assets of the Corporation (computed on a consolidated basis) to any other Person as a result of
which holders of Common Stock shall be entitled to receive stock, other securities or other
property or assets (including cash) with respect to or in exchange for such Common Stock (each, a
“Reorganization Event”), then each share of Preferred Stock Outstanding immediately prior
to such Reorganization Event (or any successor preferred stock) shall be convertible into the kind
and amount of shares of stock, other securities or other property or assets (including cash)
receivable upon such Reorganization Event by a holder of a number of shares of Common Stock equal
to the Conversion Rate, after giving effect to any adjustment event (the “Reference
Property”) (assuming, for such purposes, a sufficient number of authorized shares of Common
Stock are available to convert all such Preferred Stock) immediately prior to such Reorganization
Event. In the event holders of the Common Stock have the opportunity to elect the form of
consideration to be received in such Reorganization Event, the Reference Property shall be the
weighted average of the kind and amount of consideration to be received by holders of Common Stock
(at the applicable Conversion Rate) affirmatively making such election. This Section 10 shall not
limit the rights of Holders in the event of a Fundamental Change, including the Corporation’s
obligation to increase the Conversion Rate by the number of Additional Shares in connection with a
conversion. The Corporation shall not become a party to any Reorganization Event unless its terms
are consistent with the foregoing.



(b) The Corporation shall cause notice of the application of this Section 10 to be delivered
to each holder of the Preferred Stock at the address of such holder as it appears in the stock
register within twenty (20) days after the occurrence of any of the events specified in Section
10(a) and shall issue a press release containing such information and publish such information on
its web site on the World Wide Web. Failure to deliver such notice shall not affect the legality
or validity of any conversion right pursuant to this Section 10.



(c) The above provisions of this Section 10 shall similarly apply to successive Reorganization
Events, and the provisions of Section 9 shall apply to any shares of Capital Stock received by the
holders of Common Stock in any such Reorganization Events; provided that if this Section 10 applies
to any event or occurrence, Section 9 shall not apply to such event or occurrence. This Section 10
shall not limit the rights of Holders in the event of a Fundamental Change, including the
Corporation’s obligation to increase the Conversion Rate by the Additional Shares.



11. Rights Issued in Respect of Common Stock Issued Upon Conversion. Each share of
Common Stock issued upon conversion of the Preferred Stock shall be entitled to receive the
appropriate number of common stock or preferred stock purchase rights, as the case may be,
including without limitation, the rights under the Rights Plan (collectively, the
“Rights”), if any, that shares of Common Stock are entitled to receive and the certificates
representing the Common Stock issued upon such conversion shall bear such legends, if any, in each
case as may be provided by the terms of any shareholder rights agreement adopted by the
Corporation, as the same may be amended from time to time (in each case, a “Rights Plan”).
Provided that such Rights Plan requires that each share of Common Stock issued upon conversion of
the Preferred Stock at any time prior to the distribution of separate certificates representing the
Rights be entitled to receive such Rights, then, notwithstanding anything else to the contrary in
this Certificate, there shall not be any adjustment to the conversion privilege or Conversion Rate
as a result of the issuance of Rights, but an adjustment to the Conversion Rate shall be made
pursuant to Section 9(d) upon the separation of the Rights from the Common Stock.



12. Fundamental Change that Requires the Corporation to Redeem Shares of Preferred Stock
at the Option of the Holder.



(a) Redemption Right. Subject to legally available funds and the Restated Certificate of
Incorporation, if there shall occur a Fundamental Change, any outstanding shares of Preferred Stock
shall be redeemed, subject to satisfaction by or on behalf of any Holder of the requirements set
forth in Section 12(c), by the Corporation at the option of the Holders thereof as of the date
specified by the Corporation (the “Fundamental Change Redemption Date”) that is not more
than 30 calendar days (or the next succeeding business day if such 30th calendar day is
not a business day) after the mailing of written notice of the Fundamental Change pursuant to 12(b)
below. The Fundamental Change Redemption Price shall be paid, subject to legally available funds,
at the option of the Corporation, in cash, shares of Common Stock, or any combination thereof;
provided that if the Corporation is prohibited from paying the Fundamental Change Redemption Price
in cash under the terms of any indebtedness of the Corporation or by applicable law, the
Corporation shall, if permitted under the terms of such indebtedness and under applicable laws,
elect to pay the Fundamental Change Redemption Price in shares of Common Stock or, in the case of a
merger in which the Corporation is not the surviving corporation, in common stock of the surviving
corporation or its direct or indirect parent corporation; provided further that the Corporation
shall not be permitted to pay all or any portion of the Fundamental Change Redemption Price in
shares of Common Stock unless the Corporation shall have given timely notice pursuant to Section
12(b) hereof of its intention to redeem all or a specified percentage of the Preferred Stock with
shares of Common Stock as provided herein.



If the foregoing conditions to pay the Fundamental Change Redemption Price in shares of Common
Stock are not satisfied prior to the close of business on the Fundamental Change Redemption Date
and the Corporation has elected to redeem the Preferred Stock pursuant to this Section 12 through
the issuance of shares of Common Stock, then, notwithstanding any election by the Corporation to
the contrary, the Corporation shall pay, subject to legally available funds, the entire Fundamental
Change Redemption Price of the Preferred Stock entirely in cash. Except as provided in the
preceding sentence, the Corporation may not change the form of consideration to be paid for the
Preferred Stock after the mailing of written notice of the Fundamental Change pursuant to Section
12(b) below.



(b) Notice to Holders. Within 15 days after the occurrence of a Fundamental Change, the
Corporation shall mail a written notice of the Fundamental Change to each Holder at the address of
such holder as it appears in the stock register and to beneficial owners (as required by applicable
law), issue a press release containing such notice and publish such notice on its web site on the
World Wide Web. The Corporation shall also deliver a copy of the notice to the Transfer Agent.
The notice shall include the form of a Fundamental Change Redemption Notice (as defined in Section
12(c) below) to be completed by the Holder and shall state:




(i) the date of such Fundamental Change and, briefly, the events causing such
Fundamental Change;




(ii) the date by which the Fundamental Change Redemption Notice pursuant to
this Section 12 must be given;




(iii) the Fundamental Change Redemption Date;




(iv) the Fundamental Change Redemption Price that will be payable with respect
to the shares of Preferred Stock that remain Outstanding after such Fundamental
Change as of the Fundamental Change Redemption Date, and whether such Fundamental
Change Redemption Price will be paid in cash, shares of Common Stock, or, if a
combination thereof, the percentages of the Fundamental Change Redemption Price the
Corporation will pay in cash and in shares of Common Stock;




(v) the name and address of each Paying Agent and Conversion Agent;




(vi) the Conversion Rate and any adjustments thereto (including any Additional
Shares, if applicable);




(vii) that Preferred Stock that remains Outstanding after such Fundamental
Change as to which a Fundamental Change Redemption Notice has been given may be
converted into Common Stock pursuant to this Certificate only to the extent that the
Fundamental Change Redemption Notice has been withdrawn in accordance with the terms
of this Certificate;




(viii) the procedures that the holder of Preferred Stock must follow to
exercise rights under this Section 12; and




(ix) the procedures for withdrawing a Fundamental Change Redemption Notice,
including a form of notice of withdrawal.



If any of the Preferred Stock that remains outstanding after such Fundamental Change is in the form
of Global Preferred Shares, then the Corporation shall modify such notice to the extent necessary
to accord with the procedures of the Depositary applicable to the redemption of Global Preferred
Shares.



(c) Conditions to Redemption. (i) Subject to legally available funds, a Holder of shares of
Preferred Stock that remain Outstanding after a Fundamental Change may exercise its rights
specified in Section 12(a) upon delivery of a written notice (which shall be in substantially the
form included as Exhibit B to this Certificate and which may be delivered by letter, overnight
courier, hand delivery, facsimile transmission or in any other written form and, in the case of
Global Preferred Shares, may be delivered electronically or by other means in accordance with the
Depositary’s customary procedures) of the exercise of such rights (a “Fundamental Change
Redemption Notice”) to the Transfer Agent at any time prior to the close of business on the
Business Day immediately before the Fundamental Change Redemption Date. The Fundamental Change
Redemption Notice must specify (A) if certificated shares of Preferred Stock have been issued, the
certificate numbers for such shares in respect of which such notice is being submitted, or if not,
such information as may be required by the Depositary, (B) the number of shares of Preferred Stock
with respect to which such notice is being submitted; and (C) that the Corporation shall redeem
such Preferred Stock in accordance with the applicable provisions of this Certificate and the
Restated Certificate of Incorporation. The Transfer Agent shall promptly notify the Corporation of
the receipt of any Fundamental Change Redemption Notice.




(ii) The delivery of such shares of Preferred Stock to be redeemed by the
Corporation to the Transfer Agent (together with all necessary endorsements) at the
office of the Transfer Agent, or the book-entry transfer of such shares, shall be a
condition to the receipt by the Holder of the Fundamental Change Redemption Price.




(iii) Any redemption by the Corporation contemplated pursuant to the provisions
of this Section 12(c) shall be consummated by the delivery of the consideration to
be received by the holder promptly following the later of the Fundamental Change
Redemption Date and the time of delivery of such share of Preferred Stock to the
Transfer Agent in accordance with this Section 12(c).



(d) Withdrawal of Fundamental Change Redemption Notice. Notwithstanding anything herein to
the contrary, any holder of Preferred Stock that remains Outstanding after a Fundamental Change
delivering to the Transfer Agent the Fundamental Change Redemption Notice shall have the right to
withdraw such Fundamental Change Redemption Notice in whole or in part at any time prior to the
close of business on the Business Day immediately preceding the Fundamental Change Redemption Date
by delivery of a written notice of withdrawal to the Transfer Agent specifying:




(i) if certificated shares of Preferred Stock have been issued, the certificate
numbers for such shares in respect of which such notice of withdrawal is being
submitted, or if not, such information as may be required by the Depositary;




(ii) the number of shares of Preferred Stock, with respect to which such notice
of withdrawal is being submitted; and




(iii) the number of shares of Preferred Stock, if any, that remain subject to
the original Fundamental Change Redemption Notice and that have been or will be
delivered for redemption by the Corporation.



The Transfer Agent shall promptly notify the Corporation of the receipt of any written notice of
withdrawal of a Fundamental Change Redemption Notice. The Transfer Agent will promptly return to
the respective holders thereof any shares of Preferred Stock with respect to which a Fundamental
Change Redemption Notice has been withdrawn in compliance with this Certificate.



(e) Global Preferred Shares. Anything herein to the contrary notwithstanding, in the case of
Global Preferred Shares, any Fundamental Change Redemption Notice may be delivered or withdrawn,
and the shares of Preferred Stock that remain outstanding after a Fundamental Change in respect of
such Global Preferred Shares may be surrendered or delivered for redemption, in accordance with the
applicable procedures of the Depositary as in effect from time to time.



(f) Effect of Fundamental Change Redemption Notice. Upon receipt by the Transfer Agent of the
Fundamental Change Redemption Notice, the Holder of the shares of Preferred Stock in respect of
which such Fundamental Change Redemption Notice was given shall (unless such Fundamental Change
Redemption Notice is withdrawn as specified above) thereafter be entitled, subject to legally
available funds, to receive the Fundamental Change Redemption Price with respect to such shares of
Preferred Stock, subject to 12(c) hereof. Such Fundamental Change Redemption Price shall be paid,
subject to legally available funds, to such Holder promptly on the later of (a) the Fundamental
Change Redemption Date with respect to such shares of Preferred Stock or (b) the time of delivery
or book-entry transfer of such shares of Preferred Stock to the Transfer Agent by the Holder
thereof in the manner required by this Section 12. Shares of Preferred Stock in respect of which a
Fundamental Change Redemption Notice has been given by the holder thereof may not be converted into
Common Stock on or after the date of the delivery of such Fundamental Change Redemption Notice
unless such Fundamental Change Redemption Notice has first been validly withdrawn as specified in
Section 12(d) above.



(g) Payment of Redemption Price in Common Stock. Payment of all or the specified portion of
the Redemption Price in shares of Common Stock pursuant to Section 12(a) hereof shall be made by
the issuance of a number of shares of Common Stock equal to the quotient obtained by dividing (i)
the portion of the Redemption Price, as the case may be, to be paid in shares of Common Stock by
(ii) the Daily Price Sum (appropriately adjusted to take into account the occurrence during such
period of any event described in Section 9); provided that in no event will the Corporation be
required to deliver more than 52,500,000 shares of Common Stock in satisfaction of the Redemption
Price, subject to the adjustments set forth in Section 9. The Corporation will not issue
fractional shares of Common Stock in payment of the Redemption Price. Instead, the Corporation
will round such fractional share upward to the nearest whole number of shares of Common Stock, and
will deliver the resulting number of shares of Common Stock to Holders. If a Holder of Preferred
Stock that remains Outstanding after a Fundamental Change elects to have more than one share of
Preferred Stock redeemed, the number of shares of Common Stock to be received by such Holder shall
be based on the aggregate number of shares of Preferred Stock to be redeemed. Upon determination
of the actual number of shares of Common Stock to be issued upon redemption of Preferred Stock, the
Corporation shall be required to disseminate a press release through Dow Jones & Company, Inc. or
Bloomberg Business News containing this information or publish the information on the Corporation’s
web site or through such other public medium as the Corporation may use at that time.



(h) Deposit of Redemption Price. Prior to 11:00 a.m. (New York City time) on the Fundamental
Change Redemption Date, the Corporation shall, subject to legally available funds, deposit with the
Paying Agent an amount of cash (in immediately available funds if deposited on such Business Day),
Common Stock, or combination of cash and Common Stock, as applicable, sufficient to pay the
aggregate Fundamental Change Redemption Price of all shares of Preferred Stock that remain
Outstanding after a Fundamental Change or portions thereof which are to be redeemed as of the
Fundamental Change Redemption Date. The manner in which the deposit required by this Section 12(h)
is made by the Corporation shall be at the option of the Corporation, provided, however, that such
deposit shall be made in a manner such that the Paying Agent shall have immediately available funds
on the Fundamental Change Redemption Date. If the Paying Agent holds, on the Business Day
following the Fundamental Change Redemption Date, cash, Common Stock or cash and Common Stock, as
applicable, sufficient to pay the Redemption Price of any share of Preferred Stock for which a
Fundamental Change Redemption Notice has been tendered and not withdrawn in accordance with this
Section 12(d), then, immediately after such Fundamental Change Redemption Date, such share of
Preferred Stock (whether or not book-entry transfer of the shares of Preferred Stock is made or
whether or not the certificates representing the shares of Preferred Stock are delivered to the
Transfer Agent) will cease to be Outstanding, dividends will cease to accrue and all other rights
of the holder in respect thereof shall terminate (other than the right to receive the Fundamental
Change Redemption Price as aforesaid). The Corporation shall publicly announce the number of shares
of Preferred Stock redeemed as a result of such Fundamental Change on or as soon as practicable
after the Fundamental Change Redemption Date.



(i) Preferred Stock Redeemed in Part. Upon surrender of a certificate or certificates
representing shares of the Preferred Stock that remain Outstanding after a Fundamental Change that
is or are redeemed in part, the Corporation shall execute, and the Transfer Agent shall
authenticate and deliver to the holder, a new certificate or certificates representing shares of
the Preferred Stock in an amount equal to the unredeemed portion of the shares of Preferred Stock
surrendered for partial redemption.



(j) Repayment to the Corporation. The Paying Agent shall return to the Corporation any cash
or Common Stock that remains unclaimed for two years, subject to applicable unclaimed property law,
together with interest, if any, thereon held by the Paying Agent for the payment of the Redemption
Price; provided, however, that to the extent that the aggregate amount of cash deposited by the
Corporation pursuant to this Section 12 exceeds the aggregate Fundamental Change Redemption Price
of the Preferred Stock or portions thereof which the Corporation is obligated to redeem as of the
Fundamental Change Redemption Date, then on the Business Day following the Fundamental Change
Redemption Date, the Paying Agent shall return any such excess to the Corporation. Thereafter, any
Holder entitled to payment must look to the Corporation for payment as general creditors, unless an
applicable abandoned property law designates another Person.



(k) Ranking. In the event of the voluntary or involuntary liquidation, dissolution or winding
up of the Corporation, the Holders of shares of the Preferred Stock shall, following the exercise
of their option pursuant to Section 12(a) hereof, not have any preference over the holders of the
shares of the Common Stock with respect to the Corporation’s redemption obligations set forth in
Section 12(a) hereof.



(l) Compliance with Laws. The Corporation will comply with all the applicable provisions of
Rule 13e-4 and any other tender offer rules under the Exchange Act, if required, in connection with
any offer by the Corporation to redeem the Preferred Stock and to the extent necessary to comply
therewith, the time periods specified herein shall be extended accordingly.



13. Voting Rights.



(a) The holders of record of shares of the Preferred Stock shall not be entitled to any voting
rights except as hereinafter provided in this Section 13, as otherwise provided in the Restated
Certificate of Incorporation, or as otherwise provided by law.



(b) The affirmative vote of Holders of at least two-thirds of the Outstanding shares of the
Preferred Stock and all other preferred stock ranking on a parity with the Preferred Stock with
like voting rights, voting as a single class, in person or by proxy, at an annual meeting of the
Corporation’s stockholders, shall be required to alter, repeal or amend, whether by merger,
consolidation, combination, reclassification or otherwise, any provisions of the Restated
Certificate of Incorporation if the amendment would amend, alter or affect the powers, preferences
or rights of the Preferred Stock, so as to adversely affect the holders thereof, including, without
limitation, the creation of, or increase in the authorized number of, shares of any class or series
of Senior Stock; provided, however, that (i) any increase in the amount of the authorized common
stock or authorized preferred stock or the creation and issuance of other series of common stock or
preferred stock ranking on a parity with or junior to the Preferred Stock as to dividends and upon
liquidation will not be deemed to materially and adversely affect such powers, preference or
special rights; and (ii) the creation of, or increase in the authorized number of, shares of any
class or series of Senior Stock shall be deemed to materially and adversely affect such powers,
preference or special rights.



(c) If at any time (1) dividends on any shares of Preferred Stock or any other class or series
of Parity Stock having like voting rights shall be in arrears for Dividend Periods, whether or not
consecutive, containing in the aggregate a number of days equivalent to six calendar quarters or
(2) the Corporation shall have failed to pay the Fundamental Change Redemption Price when due,
then, in each case, the Holders of shares of Preferred Stock (voting separately as a class with all
other series of preferred stock ranking on parity with the Preferred Stock upon which like voting
rights have been conferred and are exercisable) will be entitled to elect at the next annual
meeting of the stockholders of the Corporation or at a special meeting called for such purpose,
whichever is earlier, two of the authorized number of the Corporation’s directors (each, a
“Preferred Stock Director”) at the next annual meeting of stockholders and each subsequent
meeting until all dividends accumulated on the Preferred Stock have been fully paid or set aside
for payment. The term of office of such Preferred Stock Directors will terminate immediately upon
the termination of the right of the Holders of Preferred Stock to vote for directors. Each Holder
of shares of the Preferred Stock will have one vote for each share of Preferred Stock held. At any
time after voting power to elect directors shall have become vested and be continuing in the
holders of the Preferred Stock pursuant to this 13(c), or if a vacancy shall exist in the offices
of Preferred Stock Directors, the Board of Directors may, and upon written request of the Holders
of record of at least 25% of the Outstanding Preferred Stock addressed to the Chairman of the Board
of the Corporation shall, call a special meeting of the Holders of the Preferred Stock (voting
separately as a class with all other series of preferred stock ranking on parity with the Preferred
Stock upon which like voting rights have been conferred and are exercisable) for the purpose of
electing the Preferred Stock Directors that such Holders are entitled to elect. At any meeting held
for the purpose of electing Preferred Stock Directors, the presence in person or by proxy of the
holders of at least a majority of all outstanding preferred stock, including the Outstanding
Preferred Stock and any other class or series of Parity Stock having like voting rights, shall be
required to constitute a quorum of such Preferred Stock. Any vacancy occurring in the office of a
Preferred Stock Director may be filled by the remaining Preferred Stock Director unless and until
such vacancy shall be filled by the holders of the Preferred Stock and other Parity Stock having
like voting rights, if any. The Preferred Stock Directors shall agree, prior to their election to
office, to resign upon any termination of the right of the holders of Preferred Stock to vote as a
class for Preferred Stock Directors as herein provided, and upon such termination, the Preferred
Stock Directors then in office shall forthwith resign.



14. Transfer Agent and Registrar. The duly appointed Transfer Agent (the
“Transfer Agent”) or Registrar (the “Registrar”) for the Preferred Stock shall be
UMB Bank, n.a. The Corporation may, in its sole discretion, remove the Transfer Agent and
Registrar in accordance with the agreement between the Corporation and the Transfer Agent and
Registrar; provided that the Corporation shall appoint a successor transfer agent and registrar who
shall accept such appointment prior to the effectiveness of such removal.



15. Currency. All shares of Preferred Stock shall be denominated in U.S. currency,
and all payments and distributions thereon or with respect thereto shall be made in U.S. currency.
All references herein to “$”or “dollars” refer to U.S. currency.



16. Form.(a) (a) The Preferred Stock shall be issued in the form of one or more
permanent global shares of Preferred Stock (each, a “Global Preferred Share”) in
definitive, fully registered form with the global legend (the “Global Shares Legend”) each
as set forth on the form of Preferred Stock certificate attached hereto as Exhibit A, which is
hereby incorporated in and expressly made a part of this Certificate. The Global Preferred Shares
may have notations, legends or endorsements required by law, stock exchange rules, agreements to
which the Corporation is subject, if any, or usage (provided that any such notation, legend or
endorsement is in a form acceptable to the Corporation). The Global Preferred Shares shall be
deposited on behalf of the holders of the Preferred Stock represented thereby with the Registrar,
at its New York office, as custodian for the Depositary, and registered in the name of the
Depositary or a nominee of the Depositary, duly executed by the Corporation and countersigned and
registered by the Registrar as hereinafter provided. The aggregate number of shares represented by
each Global Preferred Share may from time to time be increased or decreased by adjustments made on
the records of the Registrar and the Depositary or its nominee as hereinafter provided. This
Section 16 shall apply only to a Global Preferred Share deposited with or on behalf of the
Depositary. The Corporation shall execute and the Registrar shall, in accordance with this Section
16, countersign and deliver initially one or more Global Preferred Shares that (i) shall be
registered in the name of Cede & Co. or other nominee of the Depositary and (ii) shall be delivered
by the Registrar to Cede & Co. or pursuant to instructions received from Cede & Co. or held by the
Registrar as custodian for the Depositary pursuant to an agreement between the Depositary and the
Registrar. Members of, or participants in, the Depositary (“Agent Members”) shall have no
rights under this Certificate, with respect to any Global Preferred Share held on their behalf by
the Depositary or by the Registrar as the custodian of the Depositary, or under such Global
Preferred Share, and the Depositary may be treated by the Corporation, the Registrar and any agent
of the Corporation or the Registrar as the absolute owner of such Global Preferred Share for all
purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Corporation,
the Registrar or any agent of the Corporation or the Registrar from giving effect to any written
certification, proxy or other authorization furnished by the Depositary or impair, as between the
Depositary and its Agent Members, the operation of customary practices of the Depositary governing
the exercise of the rights of a holder of a beneficial interest in any Global Preferred Share.
Owners of beneficial interests in a Global Preferred Share shall not be entitled to receive
physical delivery of certificated shares of Preferred Stock, unless (x) DTC is unwilling or unable
to continue as Depositary for the Global Preferred Share and the Corporation does not appoint a
qualified replacement for DTC within 90 days, (y) DTC ceases to be a “clearing agency” registered
under the Exchange Act or (z) the Corporation decides to discontinue the use of book-entry transfer
through DTC (or any successor Depositary). In any such case, the Global Preferred Shares shall be
exchanged in whole for certificated shares of Preferred Stock in registered form, with the same
terms and of an equal aggregate Liquidation Preference (unless the Corporation determines otherwise
in accordance with applicable law). Certificated shares of Preferred Stock shall be registered in
the name or names of the Person or Person specified by DTC in a written instrument to the
Registrar.



(b) (i) Authorized Officers shall sign the Global Preferred Share for the Corporation, in
accordance with the Corporation’s bylaws and applicable law, by manual or facsimile signature.




(ii) If the Officers whose signatures are on a Global Preferred Share no longer
hold that office at the time the Transfer Agent authenticates the Global Preferred
Share, the Global Preferred Share shall be valid nevertheless.




(iii) A Global Preferred Share shall not be valid until an authorized signatory
of the Transfer Agent manually countersigns such Global Preferred Share. The
signature shall be conclusive evidence that such Global Preferred Share has been
authenticated under this Certificate. Each Global Preferred Share shall be dated
the date of its authentication.



17. Transfer.



(a) Notwithstanding any provision to the contrary herein, so long as a Global Preferred Share
remains outstanding and is held by or on behalf of the Depositary, transfers of a Global Preferred
Share, in whole or in part, or of any beneficial interest therein, shall only be made in accordance
with this Section 17.



(b) Transfers of a Global Preferred Share shall be limited to transfers of such Global
Preferred Share in whole, but not in part, to nominees of the Depositary or to a successor of the
Depositary or such successor’s nominee.



18. Paying Agent and Conversion Agent.



(a) The Corporation shall maintain in the Borough of Manhattan, City of New York, State of New
York (i) an office or agency where Preferred Stock may be presented for payment (the “Paying
Agent”) and (ii) an office or agency where Preferred Stock may be presented for conversion (the
“Conversion Agent”). The Transfer Agent shall act as Paying Agent and Conversion Agent,
unless another Paying Agent or Conversion Agent is appointed by the Corporation. The Corporation
may appoint the Registrar, the Paying Agent and the Conversion Agent and may appoint one or more
additional paying agents and one or more additional conversion agents in such other locations as it
shall determine. The term “Paying Agent” includes any additional paying agent and the term
“Conversion Agent” includes any additional conversion agent. The Corporation may change any Paying
Agent or Conversion Agent without prior notice to any holder. The Corporation shall notify the
Registrar of the name and address of any Paying Agent or Conversion Agent appointed by the
Corporation. If the Corporation fails to appoint or maintain another entity as Paying Agent or
Conversion Agent, the Registrar shall act as such. The Corporation or any of its Affiliates may act
as Paying Agent, Registrar or Conversion Agent. The Registrar shall record any exchanges, increases
or decreases in the Preferred Stock on Schedule A attached hereto.



(b) Payments due on the Preferred Stock shall be payable at the office or agency of the
Corporation maintained for such purpose in The City of New York and at any other office or agency
maintained by the Corporation for such purpose. Payments shall be payable by United States dollar
check drawn on, or wire transfer (provided that appropriate wire instructions have been received by
the Registrar at least 15 days prior to the applicable date of payment) to a U.S. dollar account
maintained by the holder with, a bank located in New York City; provided that at the option of the
Corporation, payment of dividends may be made by check mailed to the address of the Person entitled
thereto as such address shall appear in the Preferred Stock register. Notwithstanding the
foregoing, payments due in respect of beneficial interests in the Global Preferred Shares shall be
payable by wire transfer of immediately available funds in accordance with the procedures of the
Depositary.



19. Headings. The headings of the Sections of this Certificate are for convenience of
reference only and shall not define, limit or affect any of the provisions hereof.



IN WITNESS WHEREOF, Kansas City Southern has caused this Certificate of Designations to be
signed and attested by the undersigned this day of December      , 2005.



	 	 	 
	KANSAS CITY SOUTHERN

	 	

	 
	 	 
	By:

	 	

	
 
	 	Name:
	
 
	 	Title:






1




EXHIBIT A




FORM OF 5 1/8 % CUMULATIVE CONVERTIBLE PERPETUAL PREFERRED STOCK




Number:      Shares



CUSIP NO.:      



5 1/8 % Cumulative Convertible Perpetual Preferred Stock, Series D

(par value $1.00 per share)

(liquidation preference $1,000 per share)

OF

KANSAS CITY SOUTHERN




FACE OF SECURITY




[GLOBAL SHARES LEGEND] [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CORPORATION OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME
OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL IN AS MUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO. HAS AN INTEREST
HEREIN.



TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO
NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF
THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET
FORTH IN THE CERTIFICATE OF DESIGNATIONS REFERRED TO BELOW.



IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH
CERTIFICATES AND OTHER INFORMATION AS SUCH REGISTRAR AND TRANSFER AGENT MAY REASONABLY REQUIRE TO
CONFIRM THAT TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.]



2



KANSAS CITY SOUTHERN, a Delaware corporation (the “Corporation”), hereby certifies that
Cede & Co. or registered assigns (the “Holder”) is the registered owner of fully paid and
non-assessable shares of preferred stock of the Corporation designated the “5 1/8 % Cumulative
Convertible Perpetual Preferred Stock, Series D” par value $1.00 per share and liquidation
preference $1,000 per share (the “Preferred Stock”). The shares of Preferred Stock are
transferable on the books and records of the Registrar, in person or by a duly authorized attorney,
upon surrender of this certificate duly endorsed and in proper form for transfer. The designation,
rights, privileges, restrictions, preferences and other terms and provisions of the Preferred Stock
represented hereby are issued and shall in all respects be subject to the provisions of the
Certificate of Designations of the Corporation dated December 9, 2005, as the same may be amended
from time to time in accordance with its terms (the “Certificate of Designations”).
Capitalized terms used herein but not defined shall have the respective meanings given them in the
Certificate of Designations. The Corporation will provide a copy of the Certificate of
Designations to a Holder without charge upon written request to the Corporation at its principal
place of business.



Reference is hereby made to select provisions of the Preferred Stock set forth on the reverse
hereof, and to the Certificate of Designations, which select provisions and the Certificate of
Designations shall for all purposes have the same effect as if set forth at this place.



Upon receipt of this certificate, the Holder is bound by the Certificate of Designations and is
entitled to the benefits thereunder.



Unless the Transfer Agent’s Certificate of Authentication hereon has been properly executed, the
shares of Preferred Stock evidenced hereby shall not be entitled to any benefit under the
Certificate of Designations or be valid or obligatory for any purpose.



3



IN WITNESS WHEREOF, Kansas City Southern has executed this certificate as of the date set forth
below.



	 	 	 
	KANSAS CITY SOUTHERN

	 	

	 
	 	 
	By:

	 	

	
 
	 	Name:
	
 
	 	Title:
	 
	 	 
	By:

	 	

	
 
	 	Name:
	
 
	 	Title:






Dated:      



TRANSFER AGENT’S CERTIFICATE OF AUTHENTICATION




This is one of the certificates representing shares of Preferred Stock referred to in the within
mentioned Certificate of Designations.



	 	 	 	 	 
	as Transfer Agent

	 
	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	By:	 	 

	
 
	 	Name:
	 	

	
 
	 	Title:
	 	Authorized Signatory






Dated:      



4



REVERSE OF SECURITY




KANSAS CITY SOUTHERN




5 1/8 % Cumulative Convertible Perpetual Preferred Stock, Series D




Dividends on each share of Preferred Stock shall be payable at a rate per annum set forth on the
face hereof or as provided in the Certificate of Designations.



The shares of Preferred Stock shall be redeemable at the option of the Holder following a
Fundamental Change as provided in the Certificate of Designations. The shares of Preferred Stock
shall be convertible into the Corporation’s Common Stock in the manner and according to the terms
set forth in the Certificate of Designations. On or after February 20, 2011, the Corporation has
the right, at its option, to cause the Preferred Stock, in whole but not in part, to be
automatically converted into a number of whole shares of Common Stock at the Conversion Rate then
in effect, but only if the Closing Sale Price of the Common Stock multiplied by the Conversion Rate
equals or exceeds 130% of the Liquidation Preference for at least 20 Trading Days in an consecutive
30 Trading Day period, including the last Trading Day of such 30 Trading Day period, and only if
the Corporation has paid all accumulated and unpaid dividends on the Dividend Payment Date
immediately preceding the date selected by the Corporation as Forced Conversion Date.



As required under Delaware law, the Corporation shall furnish to any Holder upon request and
without charge, a full summary statement of the designations, voting rights preferences,
limitations and special rights of the shares of each class or series authorized to be issued by the
Corporation so far as they have been fixed and determined.



5



ASSIGNMENT




FOR VALUE RECEIVED, the undersigned assigns and transfers the shares of 5 1/8 % Cumulative
Convertible Perpetual Preferred Stock evidenced hereby to:



(Insert assignee’s social security or tax identification number)



(Insert address and zip code of assignee)



and irrevocably appoints:



agent to transfer the shares of 5 1/8 % Cumulative Convertible Perpetual Preferred Stock evidenced
hereby on the books of the Transfer Agent and Registrar. The agent may substitute another to act
for him or her.



Date:      



Signature:      



(Sign exactly as your name appears on the other side of this 5 1/8 % Cumulative Convertible
Perpetual Preferred Stock)



Signature Guarantee:      1



1 Signature must be guaranteed by an “eligible
guarantor institution” (i.e., a bank, stockbroker, savings and loan
association or credit union) meeting the requirements of the Registrar, which
requirements include membership or participation in the Securities Transfer
Agents Medallion Program (“STAMP”) or such other “signature
guarantee program” as may be determined by the Registrar in addition to,
or in substitution for, STAMP, all in accordance with the Securities Exchange
Act of 1934, as amended.



6



NOTICE OF CONVERSION




(To be Executed by the Registered Holder




in order to Convert the 5 1/8 % Cumulative Convertible Perpetual Preferred Stock)




The undersigned hereby irrevocably elects to convert (the “Conversion”)      shares of 5
1/8 % Cumulative Convertible Perpetual Preferred Stock (the “Preferred Stock”), represented
by stock certificate No(s).      (the “Preferred Stock Certificates”) into shares of common
stock, par value $0.01 per share (“Common Stock”), of Kansas City Southern (the
“Corporation”) according to the conditions of the Certificate of Designations establishing
the terms of the Preferred Stock (the “Certificate of Designations”), as of the date
written below. If shares are to be issued in the name of a person other than the undersigned, the
undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith
such certificates. No fee will be charged to the holder for any conversion, except for transfer
taxes, if any. A copy of each Preferred Stock Certificate is attached hereto (or evidence of loss,
theft or destruction thereof).



The undersigned represents and warrants that all offers and sales by the undersigned of the shares
of Common Stock issuable to the undersigned upon conversion of the Preferred Stock shall be made
pursuant to registration of the Common Stock under the Securities Act of 1933 (the “Act”)
or pursuant to an exemption from registration under the Act.



The Corporation is not required to issue shares of Common Stock until the original Preferred Stock
Certificate(s) (or evidence of loss, theft or destruction thereof) to be converted are received by
the Corporation or its Transfer Agent. The Corporation shall issue and deliver shares of Common
Stock to an overnight courier as promptly as practicable following receipt of the original
Preferred Stock Certificate(s) to be converted.



Capitalized terms used but not defined herein shall have the meanings ascribed thereto in or
pursuant to the Certificate of Designations.



Date of Conversion:      



Applicable Conversion Rate:      



Number of shares of 5 1/8 % Cumulative Convertible Perpetual Preferred Stock



to be Converted:      



Number of shares of Common Stock to be Issued:      



Signature:      



Name:      



Address:2      



Fax No.:      



2 Address where shares of Common Stock and any other
payments or certificates shall be sent by the Corporation.



7



SCHEDULE A




SCHEDULE OF EXCHANGES FOR GLOBAL SECURITY




The initial number of shares of 5 1/8 % Cumulative Convertible Perpetual Preferred Stock
represented by this Global Preferred Share shall be      . The following exchanges of a part
of this Global Preferred Share have been made:



	 	 	 	 	 	 	 	 	 
	Date

of

Exchange

	 	Amount of decrease

in

number of shares

represented by this

Global Preferred

Share
	 	Amount of increase

in

number of shares

represented by this

Global Preferred

Share
	 	Number of shares

represented by this

Global Preferred

Share following

such decrease or

increase
	 	





Signature of

authorized officer

of Registrar
	 

	 	 
	 	 
	 	 
	 	 






8




EXHIBIT B




FORM OF NOTICE OF ELECTION OF REDEMPTION




UPON A FUNDAMENTAL CHANGE




UMB, N.A., as Transfer Agent



Attn:



	 	 	 
	Re:

	 	Kansas City Southern

5 1/8 % Cumulative Convertible Perpetual Preferred Stock

(the “Preferred Stock”)






The undersigned hereby irrevocably acknowledges receipt of a notice from Kansas City Southern
(the “Corporation”) as to the occurrence of a Fundamental Change with respect to the Corporation
and requests and instructs the Corporation to redeem      shares of Preferred Stock in accordance
with the terms of the Certificate of Designations at the Fundamental Change Redemption Price.



Capitalized terms used but not defined herein shall have the meanings ascribed thereto
pursuant to the Certificate of Designations.



Dated:      


     


     


Signature(s)




NOTICE: The above signatures of the holder(s) hereof
must correspond with the name as written upon the
face of the Security in every particular without
alteration or enlargement or any change whatever.




Aggregate Liquidation Preference to be redeemed (if
less than all):


     


     


Social Security or Other Taxpayer Identification
Number




9