EXHIBIT 4.3

KANSAS CITY SOUTHERN

401(k) AND PROFIT SHARING PLAN

(Amended and Restated Effective January 1, 2009)

KANSAS CITY SOUTHERN

401(k) AND PROFIT SHARING PLAN

Table Of Contents

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KANSAS CITY SOUTHERN

401(k) AND PROFIT SHARING PLAN

(Amended and Restated Effective January 1, 2009)

INTRODUCTION

Kansas City Southern (“KCS”) (known as Kansas City Southern Industries, Inc. prior to May 2, 2002) originally established, effective as of January 1, 1996, the Kansas City Southern Industries, Inc. 401(k) Plan (the “401(k) Plan”), for the administration and distribution of contributions made by the Employers for the purpose of providing retirement benefits for eligible Employees.

Immediately prior to July 12, 2000 (the “Spinoff Date”), Stilwell Financial Inc. (“Stilwell”) and its subsidiaries (collectively, the “Stilwell Group”) were members of the controlled group of corporations (within the meaning of Code § 414(b)) that includes KCS. As of the Spinoff Date, all of the shares of Stilwell held by KCS were distributed to the shareholders of KCS as a spinoff dividend (such transaction being referred to herein as the “Spinoff”) and the members of the Stilwell Group thereby ceased to be members of the controlled group of corporations that includes KCS.

As of the Spinoff Date, the 401(k) Plan was split into two separate plans: (1) an amended and restated 401(k) plan providing benefits to eligible employees of KCS and certain of its affiliates (exclusive of the Stilwell Group), which continued to hold the assets of the 401(k) Plan allocable to employees and former employees of KCS and certain of its affiliates other than the Stilwell Group, and which continued to be known as the Kansas City Southern Industries, Inc. 401(k) Plan (the “401(k) Plan”); and (2) a newly established 401(k) plan with a profit sharing plan component providing benefits to eligible employees of the Stilwell Group, to which were transferred the assets of the 401(k) Plan allocable to employees and former employees of the Stilwell Group, and which is known as the Stilwell Financial, Inc. 401(k) and Profit Sharing Plan (“Stilwell Plan”).

KCS originally established, effective as of January 1, 1990, the Kansas City Southern Industries, Inc. Profit Sharing Plan (the “Profit Sharing Plan”) for the administration and distribution of contributions made by the Employers for the purpose of providing retirement benefits for eligible Employees. Effective as of the Spinoff Date the Profit Sharing Plan was amended and restated, participants in the Profit Sharing Plan who were employees or former employees of the Stilwell Group ceased to actively participate in the Profit Sharing Plan, and the assets of the Profit Sharing Plan allocable to employees and former employees of the Stilwell Group were transferred to the profit sharing component of the Stilwell Plan.

Effective as of January 1, 2001 (the “Merger Date”) the Profit Sharing Plan was merged with the 401(k) Plan, which was amended, restated and renamed the Kansas City Southern Industries, Inc. 401(k) and Profit Sharing Plan, and which was subsequently renamed the Kansas City Southern 401(k) and Profit Sharing Plan effective as of May 2, 2002 (the “Plan”).

The provisions of this Plan, as amended and restated effective as of the Merger Date, applied to each Employee who was employed by an Employer on or after the Merger Date, and to any other Employee who was employed by an Employer before the Merger Date and whose Account under the Profit Sharing Plan was transferred to the Plan as of the Merger Date. If a Participant in the 401(k) Plan or the Profit Sharing Plan terminated employment from his last Employer prior to the Merger Date, the benefits to which he is entitled are determined under the terms of the 401(k) Plan or the Profit Sharing Plan, as applicable, as in effect on the date of the Employee’s termination of employment, unless otherwise indicated.

Effective as of January 1, 2002, the Plan was amended and restated to reflect certain provisions of the Economic Growth and Tax Relief Reconciliation Act of 2001 (“EGTRRA”). The amendment and restatement was intended as good faith compliance with the requirements of EGTRRA. The Plan was subsequently again amended and restated effective April 1, 2002.

The Texas Mexican Railway Company 401(k) and Profit Sharing Plan (the “Texas Mexican Plan”) merged into the Plan effective immediately after midnight on December 31, 2005 and all plan assets of the Texas Mexican Plan were transferred to the trust holding KCS Plan assets effective immediately after midnight on December 31, 2005. All employees of the Texas Mexican Railway Company transferred employment to Kansas City Southern effective January 1, 2006. All such employees received credit under the KCS Plan for their service previously credited under the Texas Mexican Plan for eligibility and vesting purposes.

The MidSouth Rail Union 401(k) Retirement Savings Plan (the “MidSouth Union Plan”) and the Kansas City Southern Railway Company Union 401(k) Plan (the “KCS Union Plan”) merged into the Plan effective immediately after midnight on December 31, 2007, and all plan assets of the MidSouth Union Plan and the KCS Union Plan were transferred to the trust holding assets of the Plan immediately after midnight on December 31, 2007.

The Plan is hereby further amended and restated effective as of January 1, 2009 or such other date as specified in the Plan with respect to a particular provision (the “Effective Date”). The provisions of this amended and restated Plan apply to an Employee who is employed by an Employer on or after the Effective Date. If a Participant terminated employment from his last Employer prior to the Effective Date, the benefits to which he is entitled shall be determined under the terms of the Plan as in effect on the date of the Employee’s termination of employment, unless otherwise indicated.

The Plan includes three separate benefit components: (1) provisions applicable to Participants who are not members of a collective bargaining unit (the “KCS Participants”); (2) provisions applicable to Participants who are members of a collective bargaining unit covered by a collective bargaining agreement and listed on Exhibit A attached hereto (the “Railway Union Participants”); and (3) provisions applicable to Participants who are members of a collective bargaining unit covered by a collective bargaining agreement and listed on Exhibit B attached hereto (the “MidSouth Rail Union Participants”). Where specifically provided herein, Addendum A attached hereto contains provisions (the “Railway Union Provisions”) applicable to Railway Union Participants, and Addendum B attached hereto contains provisions (the “MidSouth Rail Union Provisions”) applicable to MidSouth Rail Union Participants.

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ARTICLE I.

DEFINITIONS AND SPECIAL PROVISIONS

1.01 “Account” means the separate account(s) which the Advisory Committee or the Trustee maintains for a Participant under the Plan.

1.02 “Accounting Date” is the last day of the Plan Year. Unless otherwise specified in the Plan, the Advisory Committee will make all the Plan allocations for a particular Plan Year as of the Accounting Date of that Plan Year.

1.03 “Accrued Benefit” means the amount standing in a Participant’s Account(s) as of any date derived from both Employer contributions, if any, and Participant contributions, if any.

1.04 “Advisory Committee” means the Advisory Committee appointed under the provisions of Section 10.01 as from time to time constituted.

1.05 “Beneficiary” is a person designated by a Participant who is or may become entitled to a benefit under the Plan on account of the death of a Participant. A Beneficiary who becomes entitled to a benefit under the Plan remains a beneficiary under the Plan until the Trustee has fully distributed his benefit to him. A Beneficiary’s right to (and the Plan Administrator’s, the Advisory Committee’s or a Trustee’s duty to provide to the Beneficiary) information or data concerning the Plan does not arise until he first becomes entitled to receive a benefit under the Plan.

1.06 “Break In Service” means any Plan Year during which an Employee or former Employee is not credited with more than 500 Hours of Service with the Employer. Solely for purposes of determining whether the Employee incurs a Break in Service under any provision of this Plan, the Advisory Committee must credit Hours of Service during an Employee’s unpaid absence period due to maternity or paternity leave. The Advisory Committee considers an Employee on maternity or paternity leave if the Employee’s absence is due to the Employee’s pregnancy, the birth of the Employee’s child, the placement with the Employee of an adopted child, or the care of the Employee’s child immediately following the child’s birth or placement. The Advisory Committee credits Hours of Service under this paragraph on the basis of the number of Hours of Service the Employee would receive if he were paid during the absence period or, if the Advisory Committee cannot determine the number of Hours of Service the Employee would receive, on the basis of 8 hours per day during the absence period. The Advisory Committee will credit only the number (not exceeding 501) of Hours of Service necessary to prevent an Employee’s Break in Service. The Advisory Committee credits all Hours of Service described in this paragraph to the computation period in which the absence period begins or, if the Employee does not need these Hours of Service to prevent a Break in Service in the computation period in which his absence period begins, the Advisory Committee credits these Hours of Service to the immediately following computation period.

1.07 “Code” means the Internal Revenue Code of 1986, as amended.

1.08 “Compensation” means, effective as of January 1, 1997, the Participant’s wages, salaries, fees for professional service and other amounts received for personal services actually rendered in the course of employment with the Employer maintaining the Plan as defined in

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Code §3401(a) for purposes of income tax withholding at the source but determined without regard to any rules that limit remuneration included in wages based on the nature or location of the employment or the services performed (such as the exception for agricultural labor in §3401(a)(2)). Compensation includes Elective Contributions made by the Employer on the Employee’s behalf. “Elective Contributions” are amounts excludible from the Employee’s gross income under Code §§125, §402(a)(8), 402(h) or 403(b), and contributed by the Employer, at the Employee’s election, to a Code §401(k) arrangement, a simplified employee pension, cafeteria plan or tax-sheltered annuity. A Compensation payment includes Compensation paid by the Employer to an Employee through another person under the common paymaster provisions of Code §§3121(s) and 3306(p). Compensation also includes any “qualified transportation fringe” within the meaning of Code § 132(f) if such amount is excludable from the Participant’s taxable income by reason of Code § 132(f)(4). Compensation shall not include any amount paid by the Employer to the Participant as separation pay, severance pay, or any similar payment payable on account of the Participant’s termination of employment with the Employer.

Any reference in this Plan to Compensation is a reference to the definition in this Section, unless the Plan reference specifies a modification to this definition. The Advisory Committee will take into account only Compensation actually paid for the relevant period.

In addition to other applicable limitations set forth in the Plan, and notwithstanding any other provision of the Plan to the contrary, the annual Compensation of each Employee taken into account under the Plan shall not exceed the EGTRRA annual compensation limit. The EGTRRA annual compensation limit is $245,000 for 2009, and may be adjusted by the Secretary of the Treasury for future years for increases in the cost of living in accordance with Code §401(a)(17)(B). The cost-of-living adjustment in effect for a calendar year applies to any period, not exceeding 12 months, over which Compensation is determined (determination period) beginning in such calendar year. If a determination period consists of fewer than 12 months, the EGTRRA annual compensation limit will be multiplied by a fraction, the numerator of which is the number of months in the determination period, and the denominator of which is 12.

Any reference in this Plan to the limitation under Code §401(a)(17) shall mean the EGTRRA annual compensation limit set forth in this provision.

Effective for Plan Years beginning on or after July 1, 2007, deferral contributions and catch-up contributions may only be made with respect to amounts that are compensation within the meaning of Code Section 415(c)(3).

Nondiscrimination. For purposes of determining whether the Plan discriminates in favor of Highly Compensated Employees, Compensation means Compensation as defined in this Section 1.08, unless KCS elects to use an alternate nondiscriminatory definition, in accordance with the requirements of Code §414(s) and the regulations issued under that Code section. KCS may elect to include all Elective Contributions made by the Employer on behalf of the Employees. KCS’s election to include Elective Contributions must be consistent and uniform with respect to Employees and all plans of the Employer for any particular Plan Year. KCS may make this election to include Elective Contributions for nondiscrimination testing purposes, irrespective of whether this Section 1.08 includes Elective Contributions in the general Compensation definition applicable to the Plan.

1.09 “Disability” means that the Participant has been determined to be disabled by the Railroad Retirement Board or the Social Security Administration.

1.10 “Effective Date ” of this amended and restated Plan is January 1, 2009, except where a different effective date is otherwise provided with respect to a specific provision.

1.11 “Employee ” means with respect to the KCS Provisions, any employee of an Employer, excluding any Leased Employee, and excluding any individual who performs services for an Employer and (i) is working in a classification described as an independent contractor (even if such person is subsequently determined to be a common-law employee of the Employer), (ii) is paid, directly or indirectly, through an Employer’s accounts payable system, or (iii) performs such services pursuant to a contract or agreement which provides that the person is an independent contractor or consultant (even if such person is subsequently determined to be a common-law employee of the Employer). “Employee” with respect to the Railway Union Provisions means Employee as described on Exhibit A. “Employee” with respect to the MidSouth Provisions means Employee as described on Exhibit B.

1.12 “Employer ” means Kansas City Southern (“KCS” or the “Sponsor”), The Kansas City Southern Railway Company, Trans-Serve, Inc. (dba Superior Tie & Timber, Inc.), Gateway Eastern Railway Company, and any other employer (“Employer”) who with the written consent of KCS adopts this Plan. Any Employer is also referred to in the Plan as a “Participating Employer.”

1.13 “ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

1.14 “Forfeiture Break in Service” means five consecutive Breaks in Service.

1.15 “Highly Compensated Employee” means, for any Plan Year commencing on or after January 1, 1997, any individual who (i) is an Employee described in subsection (a) or (b) below, or (ii) is a former Employee described in subsection (c), below:

(a) An Employee who at any time during the current Plan Year or the preceding Plan Year is a more than five percent (5%) owner (or is considered as owning more than five percent (5%) within the meaning of Section 318 of the Code) (“5% Owner”) of the Employer;

(1) An Employee who (i) received Compensation during the preceding Plan Year in excess of $80,000 (as adjusted in accordance with regulations and rulings under Section 414(q) of the Code). For purposes of determining Highly Compensated Employees in 2009, the preceding Plan Year Compensation threshold has been adjusted to $105,000. For purposes of determining Highly Compensated Employees in 2010, the preceding Plan Year Compensation threshold has been adjusted to $110,000.

For purposes of this Section 1.15, “Compensation” means Compensation as defined in Section 1.08 and Compensation must include Elective Contributions.

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The Advisory Committee must make the determination of who is a Highly Compensated Employee, including the determination of the relevant Compensation, consistent with Code §414(q) and regulations issued under that Code section. The Employer may make a calendar year election to determine the Highly Compensated Employees for the Plan Year, as prescribed by Treasury regulations. Except as otherwise permitted, a calendar year election must apply to all plans and arrangements of the Employer.

1.16 “Hour of Service” means:

(a) Each Hour of Service for which the Employer, either directly or indirectly, pays an Employee, or for which the Employee is entitled to payment, for the performance of duties. The Advisory Committee credits Hours of Service under this paragraph (a) to the Employee for the computation period in which the Employee performs the duties, irrespective of when paid;

(b) Each Hour of Service for back pay, irrespective of mitigation of damages, to which the Employer has agreed or for which the Employee has received an award. The Advisory Committee credits Hours of Service under this paragraph (b) to the Employee for the computation period(s) to which the award or the agreement pertains rather than for the computation period in which the award, agreement or payment is made; and

(c) Each Hour of Service for which the Employer, either directly or indirectly, pays an Employee, or for which the Employee is entitled to payment (irrespective of whether the employment relationship is terminated), for reasons other than for the performance of duties during a computation period, such as leave of absence, vacation, holiday, sick leave, illness, incapacity (including disability), layoff, jury duty or military duty. The Advisory Committee will credit no more than 501 Hours of Service under this paragraph (c) to an Employee on account of any single continuous period during which the Employee does not perform any duties (whether or not such period occurs during a single computation period). The Advisory Committee credits Hours of Service under this paragraph (c) in accordance with the rules of paragraphs (b) and (c) of Labor Reg. §2530.200b-2, which the Plan, by this reference, specifically incorporates in full within this paragraph (c).

The Advisory Committee will not credit an Hour of Service under more than one of the above paragraphs. A computation period for purposes of this Section 1.16 is the Plan Year, Year of Service period, Break in Service period or other period, as determined under the Plan provision for which the Advisory Committee is measuring an Employee’s Hours of Service.

The Employer will credit every Employee with Hours of Service on the basis of the “actual” method. For purposes of the Plan, “actual” method means the determination of Hours of Service from records of hours worked and hours for which the Employer makes payment or for which payment is due from the Employer. However, for an Employee who is paid on other than an hourly basis, Hours of Service shall be credited according to the following schedule, based on the payroll period of the Employee, for each payroll period with respect to which he or she is paid or is entitled to payment of compensation:

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1.17 “Nonforfeitable” means a Participant’s or Beneficiary’s unconditional claim, legally enforceable against the Plan, to the Participant’s Accrued Benefit.

1.18 “Plan” means the retirement plan established and continued by KCS as set forth herein, designated as the “Kansas City Southern 401(k) and Profit Sharing Plan,” as from time to time amended.

1.19 “Plan Administrator” is the Advisory Committee unless KCS designates another person to hold the position of Plan Administrator.

1.20 “Plan Year” means the fiscal year of the Plan, a 12 consecutive month period ending every December 31.

1.21 “Participant” is an Employee who is eligible to be and becomes a Participant in accordance with the provisions of Section 2.01.

1.22 “Service” means any period of time the Employee is in the employ of the Employer, including any period the Employee is on an unpaid leave of absence authorized by the Employer under a uniform, nondiscriminatory policy applicable to all Employees. Notwithstanding any provision of this Plan to the contrary, contributions, benefits and service credit with respect to qualified military service shall be provided in accordance with Section 414(u) of the Code. “Separation from Service” means a severance from employment with the with the Employer maintaining this Plan and all Related Employers.

1.23 “Trustee” means Charles Schwab Trust Company, a division of Charles Schwab Bank, a federal savings bank chartered by and under the supervision of the Office of Thrift Supervision, or any successor in office who in writing accepts the position of Trustee.

1.24 “Plan Entry Date” means every January 1, April 1, July 1 and October 1, and effective on and after July 1, 2009, the first day of each calendar month.

1.25 “Trust” means the trust established under the Plan with the Trustee.

1.26 “Trust Fund” means all property of every kind held or acquired by the Trustee under the Plan.

1.27 “Year of Service” for purposes of determining vesting under Article V means any Plan Year during which an Employee completes not less than 1,000 Hours of Service with the Employer. For purposes of determining “Years of Service”, the Plan takes into account all Years of Service an Employee completes with the Employer, regardless of whether the Employee is an Excluded Employee at the time applicable services are rendered. For the sole purpose of determining a Participant’s Nonforfeitable percentage of his Accrued Benefit derived from Employer contributions which accrued for his benefit prior to a Forfeiture Break in Service, the Plan disregards any Year of Service after the Participant first incurs a Forfeiture Break in Service.

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1.28 SERVICE FOR PREDECESSOR EMPLOYER . If the Employer maintains the plan of a predecessor employer, the Plan treats service of the Employee with the predecessor employer as service with the Employer.

1.29 RELATED EMPLOYERS . A related group is a controlled group of corporations (as defined in Code §414(b)), trades or businesses (whether or not incorporated) which are under common control (as defined in Code §414(c)) or an affiliated service group (as defined in Code §414(m) or in Code §414(o)). If the Employer is a member of a related group, the term “Employer” includes, for the time period during which the relation exists, the related group members for purposes of crediting Hours of Service, determining Years of Service and Breaks in Service, applying the limitations on allocations in Article IV, applying the top heavy rules and the minimum allocation requirements of Article III, the definitions of Employee, Highly Compensated Employee, Compensation and Leased Employee, and for any other purpose required by the applicable Code section or by a Plan provision. In addition, (i) the Plan shall treat all service prior to the Effective Date that is credited with respect to an Employee under the terms of the Plan in effect prior to the Effective Date as service with the Employer, and (ii) the Plan shall treat service of an Employee on or after April 1, 2002 with an “affiliate” of KCS during the time it is an “affiliate” as service with the Employer. For purposes of the immediately preceding sentence, the term “affiliate” means any corporation, partnership, joint venture or other business entity with respect to which twenty-five percent (25%) or more of the equity interests therein are owned, directly or indirectly, by KCS, or by any entity at least 80% of the equity interests of which are owned by KCS. However, only a Participating Employer described in Section 1.12 may contribute to the Plan and only an Employee employed by a Participating Employer described in Section 1.12 is eligible to participate in this Plan. For Plan allocation purposes, “Compensation” does not include compensation received from a related employer that is not participating in this Plan.

1.30 LEASED EMPLOYEES . The Plan does not treat a Leased Employee as an Employee of the Employer. A Leased Employee is an individual (who otherwise is not an Employee of the Employer) who, pursuant to an agreement between the Employer and any other person, has performed services for the Employer (or for the Employer and any persons related to the Employer within the meaning of Code §414(n)(6)) on a substantially full time basis for at least one year and who performs services under the primary direction or control of the Employer. A person who is classified by the Employer as a Leased Employee or some similar title will not become eligible to participate in this Plan merely by reason of a determination by a court or government agency or otherwise that the person is a common-law employee of the Employer, unless and until the Employer changes the employment classification of such person.

1.31 DETERMINATION OF TOP HEAVY STATUS . If this Plan is the only qualified plan maintained by the Employer, the Plan is top heavy for a Plan Year if the top heavy ratio as of the Determination Date exceeds 60%. The top heavy ratio is a fraction, the numerator of which is the sum of the present value of Accrued Benefits of all Key Employees as of the Determination Date and the denominator of which is a similar sum determined for all Employees. The Advisory Committee must include in the top heavy ratio, as part of the present

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value of Accrued Benefits, any contribution not made as of the Determination Date but includible under Code § 416 and the applicable Treasury regulations, distributions on account of severance from employment, death or disability made within the Determination Period and any other distributions made within the 5-year period ending on the Determination Date. The Advisory Committee must calculate the top heavy ratio by disregarding the Accrued Benefit (and distributions, if any, of the Accrued Benefit) of any Non-Key Employee who was formerly a Key Employee, and by disregarding the Accrued Benefit (including distributions, if any, of the Accrued Benefit) of an individual who has not received credit for at least one Hour of Service with the Employer during the Determination Period. The Advisory Committee must calculate the top heavy ratio, including the extent to which it must take into account distributions, rollovers and transfers, in accordance with Code § 416 and the regulations under that Code section.

If the Employer maintains other qualified plans (including a simplified employee pension plan), or maintained another such plan which now is terminated, this Plan is top heavy only if it is part of the Required Aggregation Group, and the top heavy ratio for the Required Aggregation Group and for the permissive Aggregation Group, if any, each exceeds 60%. The Advisory Committee will calculate the top heavy ratio in the same manner as required by the first paragraph of this Section 1.31, taking into account all plans within the Aggregation Group. To the extent the Advisory Committee must take into account distributions to a Participant, the Advisory Committee must include distributions from a terminated plan which would have been part of the Required Aggregation Group if it were in existence on the Determination Date. The Advisory Committee will calculate the present value of Accrued Benefits under defined benefit plans or simplified employee pension plans included within the group in accordance with the terms of those plans, Code § 416 and the regulations under that Code section. If a Participant in a defined benefit plan is a Non-Key Employee, the Advisory Committee will determine his Accrued Benefit under the accrual method, if any, which is applicable uniformly to all defined benefit plans maintained by the Employer or, if there is no uniform method, in accordance with the slowest accrual rate permitted under the fractional rule accrual method described in Code § 411(b)(1)(C). To calculate the present value of benefits from a defined benefit plan, the Advisory Committee will use the actuarial assumptions (interest and mortality only) prescribed by the defined benefit plan(s) to value benefits for top heavy purposes. If an aggregated plan does not have a valuation date coinciding with the Determination Date, the Advisory Committee must value the Accrued Benefits in the aggregated plan as of the most recent valuation date falling within the twelve-month period ending on the Determination Date, except as Code § 416 and applicable Treasury regulations require for the first and second plan year of a defined benefit plan. The Advisory Committee will calculate the top heavy ratio with reference to the Determination Dates that fall within the same calendar year.

Definitions. For purposes of applying the provisions of this Section 1.31:

(a) “Key Employee” means, as of any Determination Date, any Employee or former Employee (or Beneficiary of such Employee), who, for the Plan Year that includes the Determination Date: (i) has Compensation in excess of $160,000 in 2009 (as may be adjusted by the Secretary of the Treasury for future years for increases in the cost of living in accordance with Code § 416(i)(1)) and is an officer of the Employer; (ii) is a more than 5% owner of the Employer; or (iii) is a more than 1% owner of the Employer and has Compensation of more than $150,000. The constructive ownership rules of Code

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§318 (or the principles of that section, in the case of an unincorporated Employer) will apply to determine ownership in the Employer. The number of officers taken into account under clause (i) will not exceed the greater of 3 or 10% of the total number (after application of the Code §414(q)(8) exclusions) of Employees, but no more than 50 officers. The Advisory Committee will make the determination of who is a Key Employee in accordance with Code §416(i)(1) and the regulations under that Code section.

(b) “Non-Key Employee” is an Employee who does not meet the definition of Key Employee.

(c) “Compensation” means Compensation as determined under Section 1.15 (relating to the Highly Compensated Employee definition).

(d) “Required Aggregation Group” means: (1) each qualified plan of the Employer in which at least one Key Employee participates at any time during the Determination Period; and (2) any other qualified plan of the Employer which enables a plan described in clause (1) to meet the requirements of Code §401(a)(4) or Code §410.

(e) “Permissive Aggregation Group” is the Required Aggregation Group plus any other qualified plans maintained by the Employer, but only if such group would satisfy in the aggregate the requirements of Code §401(a)(4) and Code §410. The Advisory Committee will determine the Permissive Aggregative Group.

(f) “Employer” means the Employer that adopts this Plan and any related employers described in Section 1.29.

(g) “Determination Date” for any Plan Year is the Accounting Date of the preceding Plan Year or, in the case of the first Plan Year of the Plan, the Accounting Date of that Plan Year. The “Determination Period” is the 1-year period ending on the Determination Date.

1.32 PLAN MAINTAINED BY MORE THAN ONE EMPLOYER . If more than one Employer maintains this Plan, then for purposes of determining Service and Hours of Service, the Advisory Committee will treat all Employers maintaining this Plan as a single employer.

Plan Allocations. The Advisory Committee and the Trustee will account separately for each Employer’s contributions under the Plan. In this respect, the Advisory Committee will allocate each Employer’s contributions to the Trustee for a Plan Year, in accordance with Article III, to the Accounts of those Participants actually employed by that Employer during the Plan Year. The Advisory Committee will attribute Participant forfeitures to the Employer or Employers that actually employed the forfeited Participant in the year of the forfeiture. For this purpose, Compensation will mean Compensation paid during the Plan Year to those Participants actually employed by that Employer during the Plan Year.

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ARTICLE II.

EMPLOYEE PARTICIPANTS

2.01 ELIGIBILITY . Each Employee (other than an Excluded Employee) becomes a Participant in the Plan on the Plan Entry Date (if employed on that date) coincident with or immediately following the later of his Employment Commencement Date or the date he attains age 18. Each Employee who was a Participant in the Plan on the day before the Effective Date and who continues as an Employee on the Effective Date continues as a Participant in the Plan on the Effective Date. The term “Employment Commencement Date” means the date on which the Employee first performs an Hour of Service for an Employer.

The provisions of this paragraph apply to Employees other than those identified on Exhibit A or Exhibit B. Notwithstanding the preceding paragraph of this Section 2.01, any Employee (other than an Excluded Employee) with respect to the KCS Provisions who is classified by the Employer as either a part-time employee, a seasonal employee or a temporary employee shall become a Participant in the Plan on the Plan Entry Date (if employed on that date) coincident with or immediately following the date such Employee has both completed one Year of Service and attained age 18.

An Employee is an Excluded Employee if he is (a) a nonresident alien who receives no earned income (within the meaning of Code §911(d)(2)) from an Employer which constitutes income from sources within the United States (within the meaning of Code §861(a)(3)), or (b) a member of a collective bargaining unit, unless the collective bargaining agreement provides otherwise and is referenced on Exhibit A or Exhibit B attached hereto (but such Employee will remain an Excluded Employee with respect to all provisions of the Plan that are not applicable to such Employee as a member of such collective bargaining agreement). An Employee is a member of a collective bargaining unit if he is included in a unit of employees covered by an agreement which the Secretary of Labor finds to be a collective bargaining agreement between employee representatives and one or more Employers if there is evidence that retirement benefits were the subject of good faith bargaining between such employee representatives and such Employer or Employers. The term “employee representatives” does not include an organization more than one half the members of which are owners, officers or executives of the Employer.

If a Participant has not incurred a Separation from Service but becomes an Excluded Employee with respect to any two or three of the KCS Provisions, the Railway Union Provisions, and the MidSouth Rail Union Provisions, then during the period such Participant is an Excluded Employee, the Advisory Committee will limit that Participant’s sharing in the allocation of Employer contributions and Participant forfeitures, if any and as applicable, under the Plan by disregarding his Compensation paid by the Employer for services rendered in his capacity as an Excluded Employee. However, during such period of exclusion, the Participant, without regard to employment classification, continues to receive credit for vesting under Article V for each included Year of Service and the Participant’s Account continues to share fully in Trust Fund allocations under Section 14.05.

If an Excluded Employee who is not a Participant becomes eligible to participate in the Plan by reason of a change in employment classification, he will participate in the Plan immediately if he has satisfied the eligibility conditions of Section 2.01 and would have been a Participant had he not been an Excluded Employee during his period of Service. Furthermore, the Plan takes into account all of the Participant’s included Years of Service with the Employer as an Excluded Employee for purposes of vesting credit under Article V.

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A Leased Employee who performs services for the Employer pursuant to a contract or agreement which provides that the person is a Leased Employee will not become eligible to participate in this Plan merely by reason of a determination that the person is a common-law employee of the Employer, unless and until the Employer changes the employment classification of such person. If a Leased Employee who is not a Participant becomes eligible to participate in the Plan by reason of a change in employment classification, he will participate in the Plan immediately if he has satisfied the eligibility conditions of Section 2.01 and would have been a Participant had he not been a Leased Employee during his period of Service. Furthermore, the Plan takes into account all of the Participant’s included Years of Service with the Employer as a Leased Employee for purposes of vesting credit under Article V.

2.02 YEAR OF SERVICE—PARTICIPATION . This Section 2.02 applies to Employees other than those identified on Exhibit A or Exhibit B. An Employee who is classified by the Employer as either a part-time employee, a seasonal employee or a temporary employee will complete one Year of Service for purposes of such Employee’s eligibility to participate in the Plan under Section 2.01 if the Employee completes at least 1,000 Hours of Service during an eligibility computation period. For purposes of this Section 2.02, an eligibility computation period means the 12-consecutive-month period commencing with such Employee’s Employment Commencement Date. Subsequent eligibility computation periods will be each Plan Year commencing with the Plan Year in which occurs the first anniversary of such Employee’s Employment Commencement Date. The Plan does not require an Employee who terminates employment to establish a new Employment Commencement Date if re-employed by the Employer. Section 2.02 of Addendum A applies to Employees identified on Exhibit A and Section 2.02 of Addendum B applies to Employees identified on Exhibit B.

2.03 BREAK IN SERVICE—PARTICIPATION . For purposes of participation in the Plan, the Plan does not apply any Break in Service rule.

2.04 PARTICIPATION UPON REEMPLOYMENT . A Participant whose employment terminates reenters the Plan as a Participant on the date of his reemployment. An Employee who satisfies the Plan’s eligibility conditions but who terminates employment prior to becoming a Participant becomes a Participant in the Plan on the later of the Plan Entry Date on which he would have entered the Plan had he not terminated employment or the date of his reemployment. Any Employee who terminates employment prior to satisfying the Plan’s eligibility conditions becomes a Participant in accordance with the provisions of Section 2.01.

ARTICLE III.

EMPLOYER CONTRIBUTIONS AND FORFEITURES AND

PARTICIPANT CONTRIBUTIONS

This Article III contains the KCS Provisions applicable only to KCS Participants. Article III of Addendum A contains the Railway Union Provisions applicable only to Railway Union Participants, and Article III of Addendum B contains the MidSouth Rail Union Provisions applicable only to MidSouth Rail Union Participants.

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3.01 AMOUNT.

(A) Contribution Formula. For each Plan Year, the Employer shall contribute to the Trust the following amounts:

Deferral Contributions. The amount by which the Participants have elected to have their Compensation (as defined in Section 1.08 after modification by Section 12.01) for the Plan Year reduced and contributed to the Trust as deferral contributions pursuant to their salary reduction agreements on file with the Advisory Committee.

Catch-up Contributions. The amount of deferral contributions determined to be catch-up contributions in accordance with Section 3.04.

Employer Matching Contributions. An amount equal to 100% of each Participant’s eligible contributions. The Employer will determine the amount of its matching contributions by disregarding Participants not entitled to an allocation of matching contributions. A Participant’s “eligible contributions” are the deferral contributions allocated to the Participant not in excess of 5% of the Participant’s Compensation (as defined in Section 1.08 after modification by Section 12.01) for the Plan Year while a Participant for purposes of this Article III. Eligible contributions do not include deferral contributions that are excess deferrals under Section 12.03. For this purpose: (a) excess deferrals relate first to deferral contributions for the Plan Year not otherwise eligible for a matching contribution; and (b) if the Plan Year is not a calendar year, the excess deferrals for a Plan Year are the last deferrals made for a calendar year.

Discretionary Profit Sharing Contribution. The additional amount the Employer may from time to time deem advisable and designates as a discretionary profit sharing contribution. The Employer, in its sole discretion, may designate all or any portion of its discretionary profit sharing contribution as a qualified nonelective contribution at the time it makes the contribution.

The Employer shall make its contribution under the Plan irrespective of whether it has net profits. Although the Employer may contribute to this Plan irrespective of whether it has net profits, the Employer intends this plan to be a profit sharing plan for all purposes under the Code. The Employer shall not make a contribution to the Trust on behalf of a Participant for any Plan Year to the extent the contribution would exceed the Participant’s “Maximum Permissible Amount” under Article IV.

(B) Return of Contributions. The Employer contributes to this Plan on the condition its contribution is not due to a mistake of fact and the Internal Revenue Service will not disallow the deduction for its contribution. The Trustee, upon written request from the Employer, must return to the Employer the amount of the Employer’s contribution made by the Employer by mistake of fact or the amount of the Employer’s contribution disallowed as a deduction under Code §404. The Trustee will not return any portion of the Employer’s contribution under the provisions of this paragraph more than one year after:

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(a) The Employer made the contribution by mistake of fact; or

(b) The disallowance of the contribution as a deduction, and then only to the extent of the disallowance.

The Trustee will not increase the amount of the Employer contribution returnable under this Section 3.01 for any earnings attributable to the contribution, but the Trustee will decrease the Employer contribution returnable for any losses attributable to it. The Trustee may require the Employer to furnish it whatever evidence the Trustee deems necessary to enable the Trustee to confirm the amount the Employer has requested be returned is properly returnable under ERISA.

3.02 DETERMINATION OF CONTRIBUTION . The Employer, from its records, determines the amount of any contributions to be made by it to the Trust under the terms of the Plan.

3.03 TIME OF PAYMENT OF CONTRIBUTION . The Employer may pay its contribution for each Plan Year in one or more installments without interest. The Employer must make its contribution to the Trust within the time prescribed by the Code or applicable Treasury regulations. The Employer must make deferral contributions to the Trust, to the extent made pursuant to salary reduction agreements, within an administratively reasonable period of time after withholding the corresponding Compensation from the Participant. The Employer also must make deferral contributions and qualified nonelective contributions no later than the time prescribed by the Code or by Treasury regulations. Deferral contributions are Employer contributions for all purposes under this Plan, except to the extent the Code or Treasury regulations prohibit the use of these contributions to satisfy the qualification requirements of the Code.

3.04 CONTRIBUTION ALLOCATION .

(A)   Method of Allocation. To make allocations under the Plan, the Advisory Committee must establish a Deferral Contributions Account, a Matching Contributions Account, and a Profit Sharing Contributions Account for each Participant.

Deferral Contributions. The Advisory Committee will allocate to each Participant’s Deferral Contributions Account the deferral contributions the Employer makes to the Trust on behalf of the Participant. Deferral contributions shall be made to the Trust by the Employer as of the earliest date on which such contributions can reasonably be segregated from the Employer’s general assets.

Catch-up Contributions. The amount of a Participant’s catch-up contributions for a calendar year shall not be determinable until the last day of the year. Catch-up contributions will be treated as such only if, and to the extent that, the Participant’s deferral contributions for the year exceed the Plan limits described in Section 12.01, the 402(g) limitations set forth in Section 12.03, the limitations described in Article IV, or the nondiscrimination limits described in Section 12.04. To the extent the Advisory Committee deems it advisable, amounts deemed to be catch-up contributions may be accounted for in a separate subaccount (“Catch-up Contributions Subaccount”) under the Deferral Contributions Account.

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Matching Contributions. The Advisory Committee will allocate the matching contributions to the Matching Contributions Account of the Participant on whose behalf the Employer makes that contribution as of the last day of the Plan Year; provided, however, that the Advisory Committee will make tentative interim allocations of matching contributions to the Matching Contributions Account of the Participant on whose behalf the Employer makes the contribution as of each date during the Plan Year on which such Participant is paid, and shall make a final allocation as of the earlier of the Participant’s termination of employment with the Employer or the last day of the Plan Year equal to the amount of matching contribution required under Section 3.01(A) less any interim allocations made to such Participant’s Matching Contributions Account during the Plan Year.

Discretionary Profit Sharing Contributions. Subject to Section 3.04(B) and any restoration allocation required under Section 5.04, the Advisory Committee will allocate and credit each annual Employer discretionary profit sharing contribution to the Profit Sharing Contributions Account of each Participant who satisfies the conditions of Section 3.06 in the same ratio that each Participant’s Compensation for the Plan Year bears to the total Compensation of all such Participants for the Plan Year.

(B) Top Heavy Minimum Allocation.

(1) Minimum Allocation. If the Plan is top heavy in any Plan Year:

(a) Each Non-Key Employee (as defined in Section 1.31) who is a Participant and is employed by the Employer on the last day of the Plan Year will receive a top heavy minimum allocation for that Plan Year and

(b) The top heavy minimum allocation is the lesser of 3% of the Non-Key Employee’s Compensation for the Plan Year or the highest contribution rate for the Plan Year made on behalf of any Key Employee (as defined in section 1.31). However, if a defined benefit plan maintained by the Employer which benefits a Key Employee depends on this Plan to satisfy the antidiscrimination rules of Code §401(a)(4) or the coverage rules of Code §410 (or another plan benefiting the Key Employee so depends on such defined benefit plan), the top heavy minimum allocation is 3% of the Non-Key Employee’s Compensation regardless of the contribution rate for the Key Employees.

(c) For purposes of this Section 3.04(B), the term “Participant” includes any employee otherwise eligible to participate in the Plan but who is not a Participant because of his failure to make elective deferrals under a Code §401(k) arrangement or because of his failure to make mandatory employee contributions. For purposes of clause (b), “Compensation” means Compensation as defined in Section 1.08. For purposes of this Section 3.04(B), a Participant’s contribution rate is the sum of Employer contributions (including Employer matching contributions but not including Employer contributions to Social Security) and forfeitures allocated to the Participant’s Account for the Plan Year divided by his Compensation for the entire Plan Year. However, a Non-Key Employee’s contribution rate does not include any Elective Contributions under a

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Code §401(k) arrangement. To determine a Participant’s contribution rate, the Advisory Committee must treat all qualified top heavy defined contribution plans maintained by the Employer (or by any related Employers described in Section 1.29) as a single Plan.

(2) Method of Compliance. The Plan will satisfy the top heavy minimum allocation in accordance with this Section 3.04(B)(2). The Advisory Committee first will allocate the Employer contributions (and Participant forfeitures, if any) for the Plan Year in accordance with the allocation formula under Section 3.04(A). The Employer then will contribute an additional amount for the Account of any Participant who is entitled under this Section 3.04(B) to a top heavy minimum allocation and whose contribution rate for the Plan Year is less than the top heavy minimum allocation. The additional amount is the amount necessary to increase the Participant’s contribution rate to the top heavy minimum allocation. The Advisory Committee will allocate the additional contribution to the Account of the Participant on whose behalf the Employer makes the contribution.

3.05 FORFEITURE ALLOCATION . The amount of a Participant’s Accrued Benefit forfeited under the Plan is a Participant forfeiture. Subject to any restoration allocation required under Section 5.04 or 10.12 and the special forfeiture allocation for certain excess aggregate contributions described in Section 12.05, the Advisory Committee will allocate the amount of a Participant’s Accrued Benefit forfeited under the Plan in accordance with Section 3.04 to reduce the Employer matching contributions or profit sharing contributions for the Plan Year in which the forfeiture occurs and, if necessary, to reduce Employer matching contributions or profit sharing contributions in subsequent Plan Years. The Advisory Committee will continue to hold the undistributed, non-vested portion of a terminated Participant’s Accrued Benefit in his Account solely for his benefit until a forfeiture occurs at the time specified in Section 5.06 or, if applicable, until the time specified in Section 10.12. Except as provided under Section 5.04, a Participant will not share in the allocation of a forfeiture of any portion of his Accrued Benefit.

Forfeiture of certain matching contributions. A Participant will forfeit any matching contributions allocated with respect to excess deferrals or excess contributions, as determined under Article XII. The Advisory Committee will allocate these forfeited amounts in accordance with this Section 3.05.

3.06 ACCRUAL OF BENEFIT . The Advisory Committee will determine the accrual of benefit (Employer contributions and Participant forfeitures) on the basis of the Plan Year, except as provided in Section 3.04.

Compensation Taken Into Account. In allocating an Employer discretionary profit sharing contribution to a Participant’s Account, the Advisory Committee, except for purposes of determining the top heavy minimum contribution under Section 3.04(B), will take into account only the Compensation determined for the portion of the Plan Year in which the Employee is actually a Participant for purposes of this Article III.

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Hours of Service Requirement. A Participant will share in the allocation of Employer deferral contributions and matching contributions for a Plan Year without regard to any Hours of Service requirement for that Plan Year. Subject to the top-heavy minimum allocation requirement of Section 3.04(B), a Participant will not share in the allocation of Employer discretionary profit sharing contributions for a Plan Year if the Participant does not complete a minimum of 1,000 Hours of Service during the Plan Year, unless the Participant terminates employment during the Plan Year because of death or Disability or because of the attainment of Normal Retirement Age in the current Plan Year or in a prior Plan Year.

Employment Requirement. A Participant will share in the allocation of Employer contributions for a Plan Year without regard to whether he is employed by the Employer on the Accounting Date of that Plan Year.

3.07 PARTICIPANT VOLUNTARY CONTRIBUTIONS . The Plan does not permit or require Participant nondeductible contributions.

3.08 PARTICIPANT ROLLOVER CONTRIBUTIONS . Any Participant, with the Employer’s written consent and after filing with the Trustee the form prescribed by the Advisory Committee, may contribute cash or other property to the Trust other than as a voluntary contribution if the contribution is a “rollover contribution” which the Code permits an employee to transfer either directly or indirectly from one of the following types of plans to this Plan: (1) a qualified plan described in Code § 401(a) or Code § 403(a), excluding after-tax employee contributions; (2) an annuity contract described in Code § 403(b), excluding after-tax employee contributions; or (3) an eligible plan under Code § 457(b) which is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state. Before accepting a rollover contribution, the Trustee may require an Employee to furnish satisfactory evidence that the proposed transfer is in fact a “rollover contribution” which the Code permits an employee to make to a qualified plan. A rollover contribution is not an Annual Addition under Article IV.

The Advisory Committee will establish a Rollover Account for each Participant making a rollover contribution, and allocate the rollover contribution to the Rollover Account as of the date the rollover contribution is received. The Trustee will invest the rollover contribution as a part of the Trust Fund.

The Advisory Committee may accept a rollover contribution on behalf of an Employee who is otherwise eligible to become a Participant in the Plan prior to the Plan Entry Date on which such Employee would become a Participant. If the Advisory Committee accepts such a rollover contribution, the Advisory Committee must treat the Employee as a Participant for all purposes of the Plan except the Employee is not a Participant for purposes of sharing in Employer contributions or Participant forfeitures under the Plan until he actually becomes a Participant in the Plan.

3.09 PARTICIPANT CONTRIBUTION—FORFEITABILITY . A Participant’s Accrued Benefit is, at all times, one hundred percent (100%) Nonforfeitable to the extent the value of his Accrued Benefit is derived from Participant rollover contributions made by him to the Trust for his own benefit.

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3.10 PARTICIPANT CONTRIBUTION—WITHDRAWAL/DISTRIBUTION . A Participant may not withdraw any part of his Rollover Account attributable to a Participant rollover contribution made by him to the Trust except as provided in Section 6.03(D). The Trustee, in accordance with the direction of the Advisory Committee, will distribute a Participant’s unwithdrawn Accrued Benefit attributable to his Participant rollover contributions in accordance with the provisions of Article VI applicable to the distribution of the Participant’s Nonforfeitable Accrued Benefit.

3.11 PARTICIPANT CONTRIBUTION—ACCRUED BENEFIT . The Advisory Committee must maintain, or must direct the Trustee to maintain, a separate Account(s) in the name of each Participant to reflect the Participant’s Accrued Benefit under the Plan derived from his Participant rollover contributions. A Participant’s Accrued Benefit derived from his Participant rollover contributions as of any applicable date is the balance of his separate Participant rollover contribution Account(s).

ARTICLE IV.

LIMITATIONS ON CONTRIBUTIONS

4.01 LIMITATIONS ON ALLOCATIONS TO PARTICIPANTS’ ACCOUNTS . Except to the extent permitted under Section 12.06 and Code §414(v), if applicable, the amount of Annual Additions which the Advisory Committee may allocate under this Plan on a Participant’s behalf for a Limitation Year may not exceed the Maximum Permissible Amount. If the amount the Employer otherwise would allocate to the Participant’s Account would cause the Annual Additions for the Limitation Year to exceed the Maximum Permissible Amount, the Employer will reduce the amount of its contribution with respect to the Participant so the Annual Additions for the Limitation Year for the Participant will equal the Maximum Permissible Amount.

(A) Estimation of Compensation. Prior to the determination of the Participant’s actual Compensation for a Limitation Year, the Advisory Committee may determine the Maximum Permissible Amount on the basis of the Participant’s estimated annual Compensation for such Limitation Year. The Advisory Committee must make this determination on a reasonable and uniform basis for all Participants similarly situated. As soon as is administratively feasible after the end of the Limitation Year, the Advisory Committee will determine the Maximum Permissible Amount for such Limitation Year on the basis of the Participant’s actual Compensation for such Limitation Year.

(B) Disposition of Excess Amount. Effective for Limitation Years beginning after July 1, 2007, any excess annual additions will be corrected under the Employee Plan Compliance Resolution System.

(C) More Than One Plan. If the Advisory Committee allocated an Excess Amount to a Participant’s Account on an allocation date of this Plan which coincides with an allocation date of another defined contribution plan maintained by the Employer, the Advisory Committee will attribute the Excess Amount allocated as of such date to the profit sharing component of this Plan. If an Excess Amount remains, it will then be attributed to the Kansas City Southern Employee Stock Ownership Plan, and then, if necessary, to the 401(k) plan component of this Plan.

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4.02 DEFINITIONS – ARTICLE IV . For purposes of Article IV, the following terms mean:

(a) “Annual Addition”—The sum of the following amounts allocated on behalf of a Participant for a Limitation Year: (i) all Employer contributions; (ii) all forfeitures; and (iii) all Employee contributions. Except to the extent provided in Treasury Regulations, Annual Additions include excess contributions described in Code §401(k), excess aggregate contributions described in Code §401(m) and excess deferrals described in Code §402(g), irrespective of whether the Plan distributes or forfeits such excess amounts. Amounts allocated after March 31, 1984, to an individual medical account (as defined in Code §415(1)(2)) included as part of a defined benefit plan maintained by the Employer are Annual Additions. Furthermore, Annual Additions include contributions paid or accrued after December 31, 1985, for taxable years ending after December 31, 1985, attributable to post-retirement medical benefits allocated to the separate account of a key employee (as defined in Code §419A(d)(3)) under a welfare benefit fund (as defined in Code §419(e)) maintained by the Employer, but only for purposes of the dollar limitation applicable to the Maximum Permissible Amount.

(b) “Compensation”—For purposes of applying the limitations of Article IV, “Compensation” means Compensation as defined in Section 1.08, disregarding any exclusions from Compensation. Effective for limitation years beginning on or after July 1, 2007, Compensation also shall exclude any wages paid after an Employee’s termination of employment unless such payment is made before the later of: (i) 2  ¹ / 2 months after the Employee’s termination of employment with the Company or (ii) the end of the “limitation year” that includes the Employee’s termination of employment and, (i) the payment is regular compensation for services actually rendered, such as base salary or wages, commissions, bonuses, or other similar payments, that would have been paid to the Employee while an Employee had he or she continued in employment with the Company; or (ii) the payment is for unused accrued bona fide sick, vacation, or other leave that the Employee would have been able to use if employment had continued.

(c) “Maximum Permissible Amount”—The lesser of (i) $49,000 in 2009 (as may be adjusted by the Secretary of the Treasury in future years for increases in the cost-of-living under Code §415(d)), or (ii) 100% of the Participant’s Compensation for the Limitation Year. If there is a short Limitation Year because of a change in Limitation Year, the Advisory Committee will multiply the $49,000 (in 2009, and as adjusted in future years) limitation by the following fraction:

Number of months in the short Limitation Year

12

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(d) “Employer”—The Employer that adopts this Plan and any related employers described in Section 1.29. Solely for purposes of applying the limitations of this Article IV, the Advisory Committee will determine related employers described in Section 1.29 by modifying Code §414(b) and (c) in accordance with Code §415(h).

(e) “Excess Amount”—The excess of the Participant’s Annual Additions for the Limitation Year over the Maximum Permissible Amount.

(f) “Limitation Year”—The Plan Year. If the Employer amends the Limitation Year to a different 12 consecutive month period, the new Limitation Year must begin on a date within the Limitation Year for which the Employer makes the amendment, creating a short Limitation Year.

(g) “Defined contribution plan”—A retirement plan which provides for an individual account for each participant and for benefits based solely on the amount contributed to the participant’s account, and any income, expenses, gains and losses, and any forfeitures of accounts of other participants which the plan may allocate to such participant’s account. The Advisory Committee must treat all defined contribution plans (whether or not terminated) maintained by the Employer as a single plan. For purposes of this Article IV, the Advisory Committee will treat employee contributions made to a defined benefit plan maintained by the Employer as a separate defined contribution plan. The Advisory Committee also will treat as a defined contribution plan an individual medical account (as defined in Code §415(l)(2)) included as part of a defined benefit plan maintained by the Employer and, for taxable years ending after December 31, 1985, a welfare benefit fund under Code §419(e) maintained by the Employer to the extent there are post-retirement medical benefits allocated to the separate account of a key employee (as defined in Code §419A(d)(3)).

(h) “Defined benefit plan”—A retirement plan which does not provide for individual accounts for Employer contributions. The Advisory Committee must treat all defined benefit plans (whether or not terminated) maintained by the Employer as a single plan.

ARTICLE V.

TERMINATION OF SERVICE—PARTICIPANT VESTING

This Article V contains the KCS Provisions applicable only to KCS Participants. Article V of Addendum A contains the Railway Union Provisions applicable only to Railway Union Participants, and Article V of Addendum B contains the MidSouth Rail Union Provisions applicable only to MidSouth Rail Union Participants.

5.01 NORMAL RETIREMENT AGE . A Participant’s Normal Retirement Age is 65 years of age. A Participant who remains in the employ of the Employer after attainment of Normal Retirement Age will continue to participate in Employer contributions. A Participant’s Accrued Benefit derived from Employer contributions is 100% Nonforfeitable upon and after his attaining Normal Retirement Age (if employed by the Employer on or after that date).

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5.02 PARTICIPANT DISABILITY OR DEATH . If a Participant’s employment with the Employer terminates as a result of death or disability, the Participant’s Accrued Benefit derived from Employer contributions will be 100% Nonforfeitable.

5.03 VESTING SCHEDULE . A Participant’s Deferral Contributions Account (including any Catch-up Contributions Subaccount), Profit Sharing Contributions Account and Rollover Account will be one hundred percent (100%) Nonforfeitable at all times. Except as provided in Sections 5.01 and 5.02, for each Year of Service, a Participant’s Nonforfeitable percentage of his Matching Contributions Account equals the percentage in the following vesting schedule:

Notwithstanding anything in this Section 5.03 or Article XVII to the contrary, each Gateway Participant (as defined in Section 17.01) shall be 100% vested in his Accrued Benefit.

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5.04 CASH-OUT DISTRIBUTIONS TO PARTIALLY-VESTED PARTICIPANTS/RESTORATION OF FORFEITED ACCRUED BENEFIT . If, pursuant to Article VI, a partially-vested Participant receives a cash-out distribution before he incurs a Forfeiture Break in Service (as defined in Section 1.14), the cash-out distribution will result in an immediate forfeiture of the non-vested portion of the Participant’s Accrued Benefit derived from Employer contributions. See Section 5.06. A partially-vested Participant is a Participant whose Nonforfeitable Percentage determined under Section 5.03 is less than 100%. A cash-out distribution is a distribution of the entire present value of the Participant’s Nonforfeitable Accrued Benefit.

(A) Restoration and Conditions upon Restoration. A partially-vested Participant who is reemployed by the Employer after receiving a cash-out distribution of the Nonforfeitable percentage of his Accrued Benefit may repay the Trustee the amount of the cash-out distribution attributable to Employer contributions, unless the Participant no longer has a right to restoration under the requirements of this Section 5.04. If a partially-vested Participant makes the cash-out distribution repayment, the Advisory Committee, subject to the conditions of this paragraph (A), must restore his Accrued Benefit attributable to Employer contributions to the same dollar amount as the dollar amount of his Accrued Benefit on the Accounting Date, or other valuation date, immediately preceding the date of the cash-out distribution, unadjusted for any gains or losses occurring subsequent to that Accounting Date, or other valuation date. Restoration of the Participant’s Accrued Benefit includes restoration of all Code §411(d)(6) protected benefits with respect to that restored Accrued Benefit, in accordance with applicable Treasury regulations. The Advisory Committee will not restore a reemployed Participant’s Accrued Benefit under this paragraph if:

(1) Five (5) years have elapsed since the Participant’s first reemployment date following the cash-out distribution; or

(2) The Participant incurred a Forfeiture Break in Service (as defined in Section 1.14). This condition also applies if the Participant makes repayment within the Plan Year in which he incurs the Forfeiture Break in Service and that Forfeiture Break in Service would result in a complete forfeiture of the amount the Advisory Committee otherwise would restore.

(B) Time and Method of Restoration. If neither of the two conditions preventing restoration of the Participant’s Accrued Benefit applies, the Advisory Committee will restore the Participant’s Accrued Benefit as of the Plan Year Accounting Date coincident with or immediately following the repayment. To restore the Participant’s Accrued Benefit, the Advisory Committee, to the extent necessary, will allocate to the Participant’s Account:

(1) First, the amount, if any, of Participant forfeitures the Advisory Committee would otherwise allocate under Section 3.05;

(2) Second, the amount, if any, of the Trust Fund net income or gain for the Plan Year; and

(3) Third, the Employer contribution for the Plan Year to the extent made under a discretionary formula.

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To the extent the amounts described in clauses (1), (2) and (3) are insufficient to enable the Advisory Committee to make the required restoration, the Employer must contribute, without regard to any requirement or condition of Section 3.01, the additional amount necessary to enable the Advisory Committee to make the required restoration. If, for a particular Plan Year, the Advisory Committee must restore the Accrued Benefit of more than one reemployed Participant, then the Advisory Committee will make the restoration allocation(s) to each such Participant’s Account in the same proportion that a Participant’s restored amount for the Plan Year bears to the restored amount for the Plan Year of all reemployed Participants. The Advisory Committee will not take into account the allocation under this Section 5.04 in applying the limitation on allocations under Article IV.

(C) 0% Vested Participant. The deemed cash-out rule applies to a 0% vested Participant. A 0% vested Participant is a Participant whose Accrued Benefit derived from Employer contributions is entirely forfeitable at the time of his Separation from Service. Under the deemed cash-out rule, the Advisory Committee will treat the 0% vested Participant as having received a cash-out distribution on the date of the Participant’s Separation from Service or, if the Participant’s Account is entitled to an allocation of Employer contributions for the Plan Year in which he separates from Service, on the last day of that Plan Year.

For purposes of applying the restoration provisions of this Section 5.04, the Advisory Committee will treat the 0% vested Participant as repaying his cash-out “distribution” on the first date of his reemployment with the Employer.

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5.05 SEGREGATED ACCOUNT FOR REPAID AMOUNT . Until the Advisory Committee restores the Participant’s Accrued Benefit, as described in Section 5.04, the Trustee will invest the cash-out amount the Participant has repaid in a segregated Account maintained solely for that Participant. The Trustee must invest the amount in the Participant’s segregated Account in Federally insured interest bearing savings account(s) or time deposit(s) (or a combination of both), or in other fixed income investments. Until commingled with the balance of the Trust Fund on the date the Advisory Committee restores the Participant’s Accrued Benefit, the Participant’s segregated Account remains a part of the Trust, but it alone shares in any income it earns and it alone bears any expense or loss it incurs. Unless the repayment qualifies as a rollover contribution, the Advisory Committee will direct the Trustee to repay to the Participant as soon as is administratively practicable the full amount of the Participant’s segregated Account if the Advisory Committee determines either of the conditions of Section 5.04(A) prevents restoration as of the applicable Accounting Date, notwithstanding the Participant’s repayment.

5.06 FORFEITURE OCCURS . A Participant’s forfeiture, if any, of his Accrued Benefit derived from Employer contributions occurs under the Plan on the earlier of:

(a) The last day of the Plan Year in which the Participant first incurs a Forfeiture Break in Service; or

(b) The date the Participant receives a cash-out distribution.

The Advisory Committee determines the percentage of a Participant’s Accrued Benefit forfeiture, if any, under this Section 5.06 solely by reference to the vesting schedule of Section 5.03. A Participant will not forfeit any portion of his Accrued Benefit for any other reason or cause except as expressly provided by this Section 5.06 or as provided under Section 10.12.

ARTICLE VI.

TIME AND METHOD OF PAYMENT OF BENEFITS

6.01 TIME OF PAYMENT OF ACCRUED BENEFIT . Unless, pursuant to Section 6.03, the Participant or the Beneficiary elects in writing to a different time or method of payment, the Advisory Committee will direct the Trustee to commence distribution of a Participant’s Nonforfeitable Accrued Benefit in accordance with this Section 6.01. A Participant must consent, in writing, to any distribution required under this Section 6.01 if the present value of the Participant’s Nonforfeitable Accrued Benefit, at the time of the distribution to the Participant, exceeds $1,000 and the Participant has not attained Normal Retirement Age. A Participant’s Nonforfeitable Accrued Benefit for purposes of the Participant consent provisions of this Article VI to distributions over $1,000, is such Participant’s Nonforfeitable Accrued Benefit including that portion of the Participant’s Accrued Benefit that is attributable to rollover contributions (and earnings allocable thereto) within the meaning of Code §§ 402(c), 403(a)(4), (403(b)(8), 408(d)(3)(A)(ii), and 457(e)(16). Requests for distributions under this Article VI (and under Article XVI and Article XVII) may be made at such times, on such forms and in accordance with such procedures as the Advisory Committee may from time to time prescribe. The distribution of a Participant’s Account shall be made or commenced as soon as administratively practicable following receipt by the Advisory Committee of a properly

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completed request for distribution (or, if the Participant’s Nonforfeitable Accrued Benefit does not exceed $1,000, following the Participant’s Separation from Service). No distribution shall commence later than the Required Beginning Date.

(A) Termination of Employment For a Reason Other Than Death. For a Participant who terminates employment with the Employer for a reason other than death, the Advisory Committee will direct the Trustee to commence distribution of the Participant’s Accrued Benefit, as follows:

(1) Participant’s Nonforfeitable Accrued Benefit Not Exceeding $1,000. In a lump sum, as soon as administratively practicable following the Participant’s Separation from Service, but in no event later than the 60th day following the close of the Plan Year in which the Participant attains Normal Retirement Age.

(2) Participant’s Nonforfeitable Accrued Benefit Exceeds $1,000. In a form and at the time elected by the Participant, pursuant to Section 6.03. Unless the Participant has elected otherwise, the Advisory Committee will direct the Trustee to distribute the Participant’s Nonforfeitable Accrued Benefit in a lump sum, on the 60th day following the close of the Plan Year in which the later of the following events occurs: (a) the Participant attains Normal Retirement Age; or (b) the Participant’s Separation from Service; provided however, that a Participant’s failure to make an election pursuant to Section 6.03 shall be deemed to be an election to defer commencement of distribution for purposes of this Section 6.01. Notwithstanding any other provision herein, or any elections made by the Participant, benefit payments shall be made or shall commence not later than the Required Beginning Date.

(B) Required Beginning Date. In no event may a distribution commencement date be later than the Participant’s Required Beginning Date. A Participant’s Required Beginning Date is the April 1 of the calendar year following the later of (i) the calendar year in which the Participant attains age 70 1/2, or (ii) the calendar year in which the Participant separates from Service. However, clause (ii) of the preceding sentence shall not apply if the Participant is a 5% owner (as defined in Section 1.15(a)) with respect to the Plan Year ending in the calendar year in which he attains age 70 1/2. Mandatory distributions commencing at the Participant’s Required Beginning Date will be made as required under Article VII to the extent necessary to comply with the provisions of Article VII.

(C) D eath of the Participant. The Advisory Committee will direct the Trustee, in accordance with this Section 6.01(C), to distribute to the Participant’s Beneficiary the Participant’s Nonforfeitable Accrued Benefit remaining in the Trust at the time of the Participant’s death. The Advisory Committee will determine the death benefit by reducing the Participant’s Nonforfeitable Accrued Benefit by any security interest the Plan has against that Nonforfeitable Accrued Benefit by reason of an outstanding Participant loan.

(1) Deceased Participant’s Nonrollover Nonforfeitable Accrued Benefit Does Not Exceed $5,000. The Advisory Committee must direct the Trustee to pay the deceased Participant’s Nonforfeitable Accrued Benefit in a single cash sum, as soon as administratively practicable following the Participant’s death or, if later, the date on which the Advisory Committee receives notification of or otherwise confirms the Participant’s death.

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(2) Deceased Participant’s Nonrollover Nonforfeitable Accrued Benefit Exceeds $5,000. The Advisory Committee will direct the Trustee to pay the deceased Participant’s Nonforfeitable Accrued Benefit at the time and in the form elected by the Participant or, if applicable by the Beneficiary, as permitted under this Article VI. In the absence of an election, the Advisory Committee will direct the Trustee to distribute the Participant’s undistributed Nonforfeitable Accrued Benefit in a lump sum as soon as administratively practicable following the Participant’s death or, if later, the date on which the Advisory Committee receives notification of or otherwise confirms the Participant’s death.

If the death benefit is payable to the Participant’s surviving spouse in full, the surviving spouse, in addition to the distribution options provided in this Section 6.01(C), may elect distribution at any time or in any form this Article VI would permit for a Participant.

6.02 METHOD OF PAYMENT OF ACCRUED BENEFIT . Subject to any restrictions prescribed by Section 6.03, a Participant or Beneficiary may elect distribution from the Participant’s Accounts under one or any combination of the following methods: (a) by payment in a lump sum; or (b) by payment in monthly, quarterly or annual installments over a fixed reasonable period of time, not exceeding the life expectancy of the Participant, or the joint life and last survivor expectancy of the Participant and his Beneficiary.

In the absence of contrary Participant elections, the Trustee shall make all distributions of benefits to Participants under the Plan in cash. A Participant may, however, elect to receive distributions of benefits under the Plan in whole shares of common stock of KCS, or in a combination of cash and whole shares of common stock of KCS, to the extent of whole shares of common stock of KCS allocated to such Participant’s Accounts.

The installment distribution options permitted under this Section 6.02 are available only if the present value of the Participant’s Nonrollover Nonforfeitable Accrued Benefit, at the time of the distribution to the Participant, exceeds $5,000. To facilitate installment payments under this Article VI, the Advisory Committee may direct the Trustee to segregate all or any part of the Participant’s Accrued Benefit in a separate Account. The Trustee will invest the Participant’s segregated Account in Federally insured interest bearing savings account(s) or time deposit(s) (or a combination of both), or in other fixed income investments. A segregated Account remains a part of the Trust, but it alone shares in any income it earns, and it alone bears any expense or loss it incurs. Under an installment distribution, the Participant or Beneficiary, at any time, may elect to accelerate the payment of all, or any portion, of the Participant’s unpaid Nonforfeitable Accrued Benefit.

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6.03 BENEFIT PAYMENT ELECTIONS . Not earlier than 90 days before nor later than 30 days before the Participant’s distribution date or distribution commencement date, the Plan Administrator must provide a benefit notice to a Participant who is eligible to make an election under this Section 6.03. The benefit notice must explain the optional forms of benefit in the Plan, including the material features and relative values of those options, and the Participant’s right to defer distribution until he attains Normal Retirement Age.

A distribution may commence less than 30 days after the benefit notice is given, provided that:

(1) the Plan Administrator clearly informs the Participant that the Participant has a right to a period of at least 30 days after receiving the notice to consider the decision of whether or not to elect a distribution (and, if applicable, a particular distribution option), and

(2) the Participant, after receiving the notice, affirmatively elects a distribution.

If a Participant or Beneficiary makes an election prescribed by this Section 6.03, the Advisory Committee will direct the Trustee to distribute the Participant’s Nonforfeitable Accrued Benefit in accordance with that election. Any election under this Section 6.03 is subject to the requirements of Article VII. The Participant or Beneficiary must make an election under this Section 6.03 by filing his election form with the Advisory Committee at any time before the Trustee otherwise would commence to pay a Participant’s Accrued Benefit in accordance with the requirements of this Article VI or Article VII.

(A) Participant Elections After Termination of Employment. If the present value of a Participant’s Nonforfeitable Accrued Benefit exceeds $1,000, he may elect to have the Trustee commence distribution as soon as administratively practicable following the Participant’s Separation from Service. If the Participant is partially-vested in his Accrued Benefit, an election under this Paragraph (A) to distribute prior to the Participant’s incurring a Forfeiture Break in Service (as defined in Section 1.14), must be in the form of a cash-out distribution (as defined in Article V). A Participant may not receive a cash-out distribution if, prior to the time the Trustee actually makes the cash out distribution, the Participant returns to employment with the Employer.

(B) Participant Elections Prior to Termination of Employment.

(1) Distribution. After a Participant (1) attains Normal Retirement Age or (2) attains age 59-1/2 and is otherwise 100% vested, the Participant, until he retires, has a continuing election to receive all or any portion of his Accrued Benefit attributable to his Matching Contributions Account, if any, and Profit Sharing Contributions Account, if any. A Participant must make an election under this Section 6.03(B) on a form prescribed by the Advisory Committee at any time during the Plan Year for which his election is to be effective. In his written election, the Participant must specify the percentage or dollar amount he wishes the Trustee to distribute to him. The Participant’s election relates solely to the percentage or dollar amount specified in his election form and his right to elect to receive an amount, if any, for a particular Plan Year greater than

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the dollar amount or percentage specified in his election form terminates on the Accounting Date. The Trustee must make a distribution to a Participant in accordance with his election under this Section 6.03(B) within the 90-day period (or as soon as administratively practicable) after the Participant files his written election with the Trustee.

The Trustee will distribute the balance of the Participant’s Accrued Benefit not distributed under this Section 6.03(B) in accordance with the other distribution provisions of this Plan.

(C) Death Benefit Elections. If the present value of the deceased Participant’s Nonrollover Nonforfeitable Accrued Benefit exceeds $5,000, the Participant’s Beneficiary may elect to have the Trustee distribute the Participant’s Nonforfeitable Accrued Benefit in a form and within a period permitted under Section 6.02. The Beneficiary’s election is subject to any restrictions designated in writing by the Participant and not revoked as of his date of death.

(D) Special Distributions Rules for Deferral Contributions Account and Rollover Account. The in-service distribution provisions in Section 6.03(B) will not apply to the Deferral Contributions Account (including any Catch-up Contributions Subaccount) and Rollover Account. Instead, the distribution provisions in this Section 6.03(E) will apply to withdrawals from these Accounts by a Participant prior to his Separation from Service. After the Participant’s Separation from Service, the provisions of this Article VI other than this Section 6.03(E) will apply to the distribution of the Participant’s entire Accrued Benefit.

The Participant, until he retires, has a continuing election to receive a distribution from his Deferral Contributions Account (including any Catch-up Contributions Subaccount) and Rollover Account if: (I) he has attained age 59-1/2; or (II) he incurs an immediate and heavy financial hardship. The distribution event under clause (I) applies to all or any portion of these Accounts. The distribution event under clause (II) applies only to the elective deferrals allocated to the Participant’s Deferral Contributions Account (excluding earnings) and the Participant’s Rollover Account.

A hardship distribution, as described in clause (II), must be on account of one or more of the following immediate and heavy financial needs: (1) medical expenses described in Code §213(d) incurred by the Participant, by the Participant’s spouse, or by any of the Participant’s dependents, or necessary to obtain such medical care; (2) the purchase (excluding mortgage payments) of a principal residence for the Participant; (3) the payment of post-secondary education tuition, related educational fees, and room and board expenses, for the next 12 months for the Participant, for the Participant’s spouse, or for any of the Participant’s dependents; or (4) to prevent the eviction of the Participant from his principal residence or the foreclosure on the mortgage of the Participant’s principal residence. The Participant may make application for a hardship distribution at any time. Effective September 23, 2005, a hardship distribution will also be on account of an immediate and heavy financial need if the Advisory Committee determines that the Participant to whom the distribution is made has an immediate and heavy financial need based on all of the relevant facts and circumstances. In addition to the preceding provisions of this paragraph, effective January 1, 2006, a hardship distribution will be on account of an immediate and heavy financial need if it is for (1) the payment of burial or funeral expenses for the Participant’s deceased parent, the Participant’s deceased spouse, or the Participant’s deceased children or dependents; or (2) expenses for the repair of damage to the Participant’s principal residence that would qualify for the casualty deduction under Code §165 (determined without regard to whether the loss exceeds 10% of adjusted gross income).

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Restrictions on hardship distribution . The following restrictions apply to a Participant’s hardship distribution under this Section 6.03(E) that is made from the Participant’s Deferral Contributions Account (including any Catch-up Contributions Subaccount): (a) the Participant may not make elective deferrals or employee contributions to the Plan for the 12-month period following the date of his hardship distribution; (b) the distribution may not exceed the amount of the immediate and heavy financial need (including any amounts necessary to pay any federal, state or local income taxes or penalties reasonably anticipated to result from the distribution); and (c) the Participant must have obtained all distributions, other than hardship distributions, and all nontaxable loans currently available under this Plan and all other qualified plans maintained by the Employer. The suspension of elective deferrals and employee contributions described in clause (a) also must apply to all other qualified plans and to all nonqualified plans of deferred compensation maintained by the Employer (other than any mandatory employee contribution portion of a defined benefit plan), including stock option, stock purchase and other similar plans. Notwithstanding the previous sentence, the suspension of employee contributions shall not include employee contributions for health or welfare benefit plans (other than the cash or deferred arrangement portion of a cafeteria plan). In order to make elective deferrals or employee contributions to the Plan following the 12-month suspension period, the Participant must file a new salary reduction agreement with the Advisory Committee. A salary reduction agreement executed by an eligible Employee shall be effective in accordance with Sections 12.01 and 12.06.

Disability. A Participant may withdraw all or any part of the Participant’s Deferral Contributions Account (including the Participant’s Catch-up Contributions Subaccount), Profit Sharing Contributions Account and Rollover Account if the Participant is disabled. A Participant who is 100% vested in the Participant’s Matching Contribution Account also may withdraw all or any part of the Participant’s Matching Contribution Account if the Participant is disabled. For purposes of this paragraph, a Participant is disabled if the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or to be of long-continued and indefinite duration.

Procedure . A Participant must make an election under this Section 6.03(E) on a form prescribed by the Advisory Committee at any time during the Plan Year for which his election is to be effective. In his written election, the Participant must specify the percentage or dollar amount he wishes the Trustee to distribute to him. The Participant’s election relates solely to the percentage or dollar amount specified in his election form and his right to elect to receive an amount, if any, for a particular Plan Year greater than the dollar amount or percentage specified in his election form terminates on the Accounting Date. The minimum amount a Participant may elect for purposes of a hardship distribution is $1,000. A hardship distribution shall be withdrawn first from the Participant’s Rollover Account and second from the Participant’s Deferral Contributions Account (including any Catch-up Contributions Subaccount). The Trustee must make a distribution to a Participant in accordance with his election under this Section 6.03(E) within the 90-day period (or as soon as administratively practicable) after the Participant files his written election with the Trustee.

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6.04 ANNUITY DISTRIBUTIONS TO PARTICIPANTS AND SURVIVING SPOUSES . The joint and survivor annuity requirements do not apply to this Plan. The Plan does not provide any annuity distributions to Participants nor to surviving spouses. A transfer agreement described in Section 11.05 may not permit a plan which is subject to the provisions of Code §417 to transfer assets to this Plan, unless the transfer is an elective transfer, as described in Section 11.05.

6.05 DISTRIBUTIONS UNDER DOMESTIC RELATIONS ORDERS. Nothing contained in this Plan prevents the Trustee, in accordance with the direction of the Advisory Committee, from complying with the provisions of a qualified domestic relations order (as defined in Code §414(p)). This Plan specifically permits distribution to an alternate payee under a qualified domestic relations order as soon as administratively practicable irrespective of whether the Participant has attained his earliest retirement age (as defined under Code §414(p)) under the Plan. A distribution to an alternate payee prior to the Participant’s attainment of earliest retirement age is available only if: (1) the order specifies distribution at that time or permits an agreement between the Plan and the alternate payee to authorize an earlier distribution; and (2) if the present value of the alternate payee’s benefits under the Plan exceeds $5,000, and the order requires, the alternate payee consents to any distribution occurring prior to the Participant’s attainment of earliest retirement age. Nothing in this Section 6.05 gives a Participant a right to receive distribution at a time otherwise not permitted under the Plan nor does it permit the alternate payee to receive a form of payment not permitted under the Plan.

The Plan Administrator must establish reasonable procedures to determine the qualified status of a domestic relations order. Upon receiving a domestic relations order, the Plan Administrator promptly will notify the Participant and any alternate payee named in the order, in writing, of the receipt of the order and the Plan’s procedures for determining the qualified status of the order. Within a reasonable period of time after receiving the domestic relations order, the Plan Administrator must determine the qualified status of the order and must notify the Participant and each alternate payee, in writing, of its determination. The Plan Administrator must provide notice under this paragraph by mailing to the individual’s address specified in the domestic relations order, or in a manner consistent with Department of Labor regulations. A qualified domestic relations order that, prior to the Effective Date, had been determined to be qualified under the Profit Sharing Plan with respect to the Accrued Benefit of a Participant under the Profit Sharing Plan, shall continue to be treated as a qualified domestic relations order under this Plan with respect to the Accounts of the Participant that were transferred to this Plan from the Profit Sharing Plan.

If any portion of the Participant’s Nonforfeitable Accrued Benefit is payable during the period the Plan Administrator is making its determination of the qualified status of the domestic relations order, the Advisory Committee must make a separate accounting of the amounts payable. If the Plan Administrator determines the order is a qualified domestic relations order within 18 months of the date amounts first are payable following receipt of the order, the Advisory Committee will direct the Trustee to distribute the payable amounts in accordance with the order. If the Plan Administrator does not make its determination of the qualified status of the order within the 18 month determination period, the Advisory Committee will direct the Trustee to distribute the payable amounts in the manner the Plan would distribute if the order did not exist and will apply the order prospectively if the Plan Administrator later determines the order is a qualified domestic relations order.

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To the extent it is not inconsistent with the provisions of the qualified domestic relations order, the Advisory Committee at the election of an alternate payee may direct the Trustee to invest any partitioned amount in a segregated subaccount or separate account and to invest the account in Federally insured, interest-bearing savings account(s) or time deposit(s) (or a combination of both), or in other fixed income investments. A segregated subaccount remains a part of the Trust, but it alone shares in any income it earns, and it alone bears any expense or loss it incurs. The Trustee will make any payments or distributions required under this Section 6.05 by separate benefit checks or other separate distribution to the alternate payee(s).

6.06 ROLLOVER DISTRIBUTIONS . Notwithstanding any provision of the Plan to the contrary that would otherwise limit a distributee’s election under this Section 6.06, a distributee may elect, at the time and in the manner prescribed by the Plan Administrator, to have any portion of an eligible rollover distribution paid directly to an eligible retirement plan specified by the distributee in a direct rollover. For purposes of this Section 6.06, the following definitions shall apply.

(a) Eligible rollover distribution:  An eligible rollover distribution is any distribution of all or any portion of the balance to the credit of the distributee, except that an eligible rollover distribution does not include: any distribution that is one of a series of substantially equal periodic payments (not less frequently than annually) made for the life (or life expectancy) of the distributee and the distributee’s designated beneficiary, or for a specified period of ten years or more; any distribution to the extent such distribution is required under section 401(a)(9) of the Code; and any hardship distributions made pursuant to Section 6.03(E).

(b) Eligible retirement plan:  An eligible retirement plan is an individual retirement account described in section 408(a) of the Code (including a Roth IRA described in section 408A of the Code), an individual retirement annuity described in section 408(b) of the Code, an annuity plan described in 403(a) of the Code, an annuity contract described in section 403(b) of the Code, an eligible plan under section 457(b) of the Code which is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state, or a qualified trust described in section 401(a) of the Code, that accepts and agrees to separately account for the distributee’s eligible rollover distribution.

(c) Distributee:  A distributee includes an Employee or former Employee. In addition, the Employee’s or former Employee’s surviving spouse and the Employee’s or former Employee’s spouse or former spouse who is the alternate payee under a qualified domestic relations order, as defined in section 414(p) of the Code, are distributees with regard to the interest of the spouse or former spouse.

(d) Direct rollover:  A direct rollover is a payment by the Plan to an eligible retirement plan specified by the distributee.

6.07 DIRECT ROLLOVERS OF OTHER DISTRIBUTIONS. Effective January 1, 2007, if a distribution is to be made to a Participant’s Beneficiary, other than the Participant’s surviving spouse, then the Participant’s beneficiary may elect that the distribution be transferred directly by the Trustee to an inherited individual retirement account described in Code §408(a), or an inherited individual retirement annuity described in Code §408(b). Any such election shall be in accordance with procedures established by the Advisory Committee.

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ARTICLE VII.

MINIMUM DISTRIBUTION REQUIREMENTS

7.01 GENERAL RULES.

(a) Effective Date . The provisions of this Article VII apply to the determination of required minimum distributions made in calendar years beginning on and after January 1, 2003.

(b) Precedence . The requirements of this Article VII will take precedence over any inconsistent provisions of the Plan; provided, however, this Article shall not be construed to permit distribution commencing later or over a time period longer than otherwise permitted under the Plan.

(c) Treasury Regulations Incorporated . All distributions required under this Article VII will be determined and made in accordance with the Treasury Regulations under Code Section 401(a)(9).

(d) TEFRA Section 242(b)(2) Elections . Notwithstanding the other provisions of this Article VII, distributions may be made under a designation made before January 1, 1984, in accordance with Section 242(b)(2) of the Tax Equity and Fiscal Responsibility Act (TEFRA) and the provisions of the Plan that relate to Section 242(b)(2) of TEFRA.

7.02 TIME AND MANNER OF DISTRIBUTION.

(a) Required Beginning Date . The Participant’s Nonforfeitable Accrued Benefit will be distributed, or begin to be distributed, to the Participant no later than the Participant’s Required Beginning Date.

(b) Death of Participant Before Distributions Begin . If the Participant dies before distributions begin, the Participant’s Nonforfeitable Accrued Benefit will be distributed, or begin to be distributed, no later than as follows:

(1) If the Participant’s surviving spouse is the Participant’s sole designated Beneficiary, then distributions to the spouse will begin by December 31 of the calendar year immediately following the calendar year in which the Participant died, or by December 31 of the calendar year in which the Participant would have attained age 70 1/2, if later.

(2) If the Participant’s surviving spouse is not the Participant’s sole designated Beneficiary, then either distributions to the designated Beneficiary will begin by December 31 of the calendar year immediately following the calendar year in which the Participant died or the Participant’s entire Nonforfeitable Accrued Benefit will be distributed to the designated Beneficiary by December 31 of the calendar year containing the fifth anniversary of the Participant’s death.

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(3) If there is no designated Beneficiary as of September 30 of the year following the year of the Participant’s death, the Participant’s entire Nonforfeitable Accrued Benefit will be distributed by December 31 of the calendar year containing the fifth anniversary of the Participant’s death.

(4) If the Participant’s surviving spouse is the Participant’s sole designated Beneficiary and the spouse dies after the Participant but before distributions to the spouse begin, this Section 7.02(b), other than Section 7.02(b)(1), will apply as if the spouse were the Participant.

For purposes of this Section 7.02(b), and Section 7.04, unless Section 7.02(b)(4) applies, distributions are considered to begin on the Participant’s Required Beginning Date. If Section 7.02(b)(4) applies, distributions are considered to begin on the date distributions are required to begin to the spouse under Section 7.02(b)(1).

(c) Forms of Distribution . Unless the Participant’s Nonforfeitable Accrued Benefit is distributed in a single sum on or before the Required Beginning Date, as of the first distribution calendar year distributions will be made in accordance with Sections 7.03 and 7.04.

7.03 REQUIRED MINIMUM DISTRIBUTIONS DURING PARTICIPANT’S LIFETIME .

(a) Amount of Required Minimum Distribution For Each Distribution Calendar Year . During the Participant’s lifetime, the minimum amount that will be distributed for each distribution calendar year is the lesser of

(1) the quotient obtained by dividing the Participant’s account balance by the distribution period in the Uniform Lifetime Table set forth in Section 1.401(a)(9)-9 of the Treasury Regulations, using the Participant’s age as of the Participant’s birthday in the distribution calendar year; or

(2) If the Participant’s sole designated beneficiary for the distribution calendar year is the Participant’s spouse, the quotient obtained by dividing the Participant’s account balance by the number in the Joint and Last Survivor Table set forth in Section 1.401(a)(9)-9 of the Treasury Regulations, using the Participant’s and spouse’s attained ages as of the Participant’s and spouse’s birthdays in the distribution calendar year.

(b) Lifetime Required Minimum Distributions Continue Through Year of Participant’s Death . Required minimum distributions will be determined under this Section 7.03 beginning with the first distribution calendar year and up to and including the distribution calendar year that includes the Participant’s date of death.

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7.04 REQUIRED MINIMUM DISTRIBUTIONS AFTER PARTICIPANT’S DEATH.

(a) Death On or After Date Distributions Begin .

(1) Participant Survived by Designated Beneficiary . If the Participant dies on or after the date distributions begin and there is a designated Beneficiary, the minimum amount that will be distributed for each distribution calendar year after the year of the Participant’s death is the quotient obtained by dividing the Participant’s account balance by the longer of the remaining life expectancy of the Participant or the remaining life expectancy of the Participant’s designated Beneficiary, determined as follows:

(2) No Designated Beneficiary . If the Participant dies on or after the date distributions begin and there is no designated beneficiary as of September 30 of the year after the year of the Participant’s death, the minimum amount that will be distributed for each distribution calendar year after the year of the Participant’s death is the quotient obtained by dividing the Participant’s account balance by the Participant’s remaining life expectancy calculated using the age of the Participant in the year of death, reduced by one for each subsequent year.

(b) Death Before Date Distributions Begin.

(1) Participant Survived by Designated Beneficiary . If the Participant dies before the date distributions begin and there is a designated Beneficiary, the minimum amount that will be distributed for each distribution calendar year after the year of the Participant’s death is the quotient obtained by dividing the Participant’s account balance by the remaining life expectancy of the Participant’s designated Beneficiary, determined as provided in Section 7.04, unless the Participant’s entire interest is distributed to the designated Beneficiary by December 31 of the calendar year containing the fifth anniversary of the Participant’s death.

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(2) No Designated Beneficiary . If the Participant dies before the date distributions begin and there is no designated Beneficiary as of September 30 of the year following the year of the Participant’s death, distribution of the Participant’s entire interest will be completed by December 31 of the calendar year containing the fifth anniversary of the Participant’s death.

(3) Death of Spouse Before Distributions to Spouse Are Required to Begin . If the Participant dies before the date distributions begin, the Participant’s spouse is the Participant’s sole designated Beneficiary, and the spouse dies before distributions are required to begin to the spouse under Section 7.02, this Section 7.04(b) will apply as if the spouse were the Participant.

7.05 DEFINITIONS.

(a) Designated Beneficiary . The designated Beneficiary under the provisions of the Plan who is also the designated beneficiary under Code Section 401(a)(9) and Section 1.401(a)(9)-l, Q&A-4, of the Treasury Regulations.

(b) Distribution calendar year . A calendar year for which a minimum distribution is required. For distributions beginning before the Participant’s death, the first distribution calendar year is the calendar year immediately preceding the calendar year which contains the Participant’s Required Beginning date. For distributions beginning after the Participant’s death, the first distribution calendar year is the calendar year in which distributions are required to begin under Section 7.02(b). The required minimum distribution for the Participant’s first distribution calendar year will be made on or before the Participant’s Required Beginning Date. The required minimum distribution for other distribution calendar years, including the required minimum distribution for the distribution calendar year in which the Participant’s Required Beginning Date occurs, will be made on or before December 31 of that distribution calendar year.

(c) Life expectancy . Life expectancy as computed by use of the Single Life Table in Section 1.401(a)(9)-9 of the Treasury Regulations.

(d) Participant’s account balance . The vested balance of the Participant’s Accounts as of the last valuation date in the calendar year immediately preceding the distribution calendar year (valuation calendar year) increased by the amount of any vested contributions made and allocated or vested forfeitures allocated to the account balance as of dates in the valuation calendar year after the valuation date and decreased by distributions made in the valuation calendar year after the valuation date. The account balance for the valuation calendar year includes any amounts rolled over or transferred to the Plan either in the valuation calendar year or in the distribution calendar year if distributed or transferred in the valuation calendar year.

(e) Required Beginning Date . The Required Beginning Date as defined in Section 6.01(B).

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ARTICLE VIII.

EMPLOYER ADMINISTRATIVE PROVISIONS

8.01 INFORMATION TO COMMITTEE . The Employer must supply current information to the Advisory Committee as to the name, date of birth, date of employment, annual compensation, leaves of absence, Years of Service and date of termination of employment of each Employee who is, or who will be eligible to become, a Participant under the Plan, together with any other information which the Advisory Committee considers necessary. The Employer’s records as to the current information the Employer furnishes to the Advisory Committee are conclusive as to all persons.

8.02 NO LIABILITY . The Employer assumes no obligation or responsibility to any of its Employees, Participants or Beneficiaries for any act of, or failure to act, on the part of its Advisory Committee (unless the Employer is the Advisory Committee), the Trustee or the Plan Administrator (unless the Employer is the Plan Administrator).

8.03 INDEMNITY OF COMMITTEE . The Employer indemnifies and saves harmless the Plan Administrator and the members of the Advisory Committee, and each of them, from and against any and all loss resulting from liability to which the Plan Administrator and the Advisory Committee, or the members of the Advisory Committee, may be subjected by reason of any act or conduct (except willful misconduct or gross negligence) in their official capacities in the administration of this Trust or Plan or both, including all expenses reasonably incurred in their defense, in case the Employer fails to provide such defense. The indemnification provisions of this Section 8.03 do not relieve the Plan Administrator or any Advisory Committee member from any liability he may have under ERISA for breach of a fiduciary duty. Furthermore, the Plan Administrator and the Advisory Committee members and the Employer may execute a letter agreement further delineating the indemnification agreement of this Section 8.03, provided the letter agreement must be consistent with and must not violate ERISA. The indemnification provisions of this Section 8.03 extend to the Trustee solely to the extent provided by a letter agreement executed by the Trustee and the Employer.

8.04 EMPLOYER DIRECTION OF INVESTMENT . The Employer has the right to direct the Trustee with respect to the investment and reinvestment of assets comprising the Trust Fund only if the Trustee consents in writing to permit such direction. If the Trustee consents to Employer direction of investment, the Trustee and the Employer must execute a letter agreement as a part of this Plan containing such conditions, limitations and other provisions they deem appropriate before the Trustee will follow any Employer direction as respects the investment or reinvestment of any part of the Trust Fund.

8.05 AMENDMENT TO VESTING SCHEDULE . Though the Employer reserves the right to amend the vesting schedule at any time, the Advisory Committee will not apply the amended vesting schedule to reduce the Nonforfeitable percentage of any Participant’s Accrued Benefit derived from Employer contributions (determined as of the later of the date the Employer adopts the amendment, or the date the amendment becomes effective) to a percentage less than the Nonforfeitable percentage computed under the Plan without regard to the amendment.

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If the Employer makes a permissible amendment to the vesting schedule, each Participant having at least 3 Years of Service with the Employer may elect to have the percentage of his Nonforfeitable Accrued Benefit computed under the Plan without regard to the amendment. The Participant must file his election with the Plan Administrator within 60 days of the latest of (a) the Employer’s adoption of the amendment; (b) the effective date of the amendment; or (c) his receipt of a copy of the amendment. The Plan Administrator, as soon as practicable, must forward a true copy of any amendment to the vesting schedule to each affected Participant, together with an explanation of the effect of the amendment, the appropriate form upon which the Participant may make an election to remain under the vesting schedule provided under the Plan prior to the amendment and notice of the time within which the Participant must make an election to remain under the prior vesting schedule. For purposes of this Section 8.05, an amendment to the vesting schedule includes any Plan amendment which directly or indirectly affects the computation of the Nonforfeitable percentage of an Employee’s rights to his Employer derived Accrued Benefit.

ARTICLE IX.

PARTICIPANT ADMINISTRATIVE PROVISIONS

9.01 BENEFICIARY DESIGNATION . Any Participant may from time to time designate, in writing, any person or persons, contingently or successively, to whom the Trustee will pay his Accrued Benefit (including any life insurance proceeds payable to the Participant’s Account) in the event of his death and the Participant may designate the form and method of payment. The Advisory Committee will prescribe the form for the written designation of Beneficiary and, upon the Participant’s filing the form with the Advisory Committee, the form effectively revokes all designations filed prior to that date by the same Participant. A Beneficiary designation by a Participant that was valid under the Profit Sharing Plan immediately prior to the Merger Date shall continue to be valid under this Plan as to the Participant’s Accounts transferred to the Plan from the Profit Sharing Plan until revoked by the Participant in accordance with this Section 9.01.

A married Participant’s Beneficiary designation is not valid unless the Participant’s spouse consents, in writing, to the Beneficiary designation. The spouse’s consent must acknowledge the effect of that consent and a notary public or the Plan Administrator (or his representative) must witness that consent. The spousal consent requirements of this paragraph do not apply if: (1) the Participant and his spouse are not married through the one-year period ending on the date of the Participant’s death; (2) the Participant’s spouse is the Participant’s sole primary beneficiary; (3) the Plan Administrator is not able to locate the Participant’s spouse; (4) the Participant is legally separated or has been abandoned (within the meaning of State law) and the Participant has a court order to that effect; or (5) other circumstances exist under which the Secretary of the Treasury will excuse the consent requirement. If the Participant’s spouse is legally incompetent to give consent, the spouse’s legal guardian (even if the guardian is the Participant) may give consent.

9.02 NO BENEFICIARY DESIGNATION . If a Participant fails to name a Beneficiary in accordance with Section 9.01, or if the Beneficiary named by a Participant predeceased him, then the Trustee will pay the Participant’s Accrued Benefit in accordance with Section 6.02 in the following order of priority to:

(a) The Participant’s surviving spouse;

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(b) The Participant’s surviving children, including adopted children, in equal shares;

(c) The Participant’s surviving parents, in equal shares; or

(d) The legal representative of the estate of the Participant.

If the Beneficiary does not predecease the Participant, but dies prior to distribution of the Participant’s entire Nonforfeitable Accrued Benefit, the Trustee will pay the remaining Nonforfeitable Accrued Benefit to the Beneficiary’s estate unless the Participant’s Beneficiary designation provides otherwise. The Advisory Committee will direct the Trustee as to the method and to whom the Trustee will make the payment under this Section 9.02.

9.03 PERSONAL DATA TO COMMITTEE . Each Participant and each Beneficiary of a deceased Participant must furnish to the Advisory Committee such evidence, data or information as the Advisory Committee considers necessary or desirable for the purpose of administering the Plan. The provisions of this Plan are effective for the benefit of each Participant upon the condition precedent that each Participant will furnish promptly full, true and complete evidence, data and information when requested by the Advisory Committee, provided the Advisory Committee advises each Participant of the effect of his failure to comply with its request.

9.04 ADDRESS FOR NOTIFICATION . Each Participant and each Beneficiary of a deceased Participant must file with the Advisory Committee from time to time, in writing, his post office address and any change of post office address. Any communication, statement or notice addressed to a Participant, or Beneficiary, at his last post office address filed with the Advisory Committee, or as shown on the records of the Employer, binds the Participant, or Beneficiary, for all purposes of this Plan.

9.05 ASSIGNMENT OR ALIENATION . Subject to Code §414(p) relating to qualified domestic relations orders, neither a Participant nor a Beneficiary may anticipate, assign or alienate (either at law or in equity) any benefit provided under the Plan, and the Trustee will not recognize any such anticipation, assignment or alienation. Furthermore, a benefit under the Plan is not subject to attachment, garnishment, levy, execution or other legal or equitable process.

9.06 NOTICE OF CHANGE IN TERMS . The Plan Administrator, within the time prescribed by ERISA and the applicable regulations, must furnish all Participants and Beneficiaries a summary description of any material amendment to the Plan or notice of discontinuance of the Plan and all other information required by ERISA to be furnished without charge.

9.07 LITIGATION AGAINST THE TRUST . A court of competent jurisdiction may authorize any appropriate equitable relief to redress violations of ERISA or to enforce any provisions of ERISA or the terms of the Plan. A fiduciary may receive reimbursement of expenses properly and actually incurred in the performance of his duties with the Plan.

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9.08 INFORMATION AVAILABLE . Any Participant in the Plan or any Beneficiary may examine copies of the Plan description, latest annual report, any bargaining agreement, this Plan and Trust, contract or any other instrument under which the Plan was established or is operated. The Plan Administrator will maintain all of the items listed in this Section 9.08 in his office, or in such other place or places as he may designate from time to time in order to comply with the regulations issued under ERISA, for examination during reasonable business hours. Upon the written request of a Participant or Beneficiary the Plan Administrator will furnish him with a copy of any item listed in this Section 9.08. The Plan Administrator may make a reasonable charge to the requesting person for the copy so furnished.

9.09 CLAIM AND APPEAL PROCEDURE FOR DENIAL OF BENEFITS . If a Participant or Beneficiary disagrees with a determination regarding Plan benefits of the Participant or Beneficiary, then the Participant or Beneficiary (“Claimant”) may file a written claim with the Advisory Committee. The Advisory Committee will make a determination regarding the claim within 90 days (or 45 days if the claim relates to the Claimant’s disability) after the claim is filed. If an extension of time is necessary, written notice of the extension will be provided before the end of the initial claim period. The extension may be for an additional 90 days (or 30 days, plus an additional 30 days if necessary, if the claim relates to the Claimant’s disability).

The Advisory Committee will provide adequate notice in writing to any Claimant whose claim for benefits has been denied. The Advisory Committee’s notice to the Claimant must set forth:

(a) The specific reason for the denial;

(b) Specific references to pertinent Plan provisions on which the Advisory Committee based its denial;

(c) A description of any additional material and information needed for the Claimant to perfect his claim and an explanation of why the material or information is needed; and

(d) That any appeal the Claimant wishes to make of the adverse determination must be in writing to the Advisory Committee within 75 days after receipt of the Advisory Committee’s notice of denial of benefits (or 180 days if the claim relates to the Claimant’s disability). The Advisory Committee’s notice must further advise the Claimant that his failure to appeal the action to the Advisory Committee in writing within the 75 day (or, if applicable, 180 days) period will render the Advisory Committee’s determination final, binding and conclusive.

If the Claimant should appeal to the Advisory Committee, he, or his duly authorized representative, may submit, in writing, whatever issues and comments he, or his duly authorized representative, feels are pertinent. The Claimant, or his duly authorized representative, may review pertinent plan documents. The Advisory Committee will reexamine all facts related to the appeal and make a final determination as to whether the denial of benefits is justified under the circumstances. The Advisory Committee must advise the Claimant of its decision within 60 days of the Claimant’s written request for review (or within 45 days if the claim relates to the Claimant’s disability), unless special circumstances (such as a hearing) would make the rendering of a decision within the 60 day limit (or if applicable, the 45 day limit) unfeasible, but

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in no event may the Advisory Committee render a decision respecting a denial for a claim for benefits later than 120 days (or 90 days if the claim relates to the Claimant’s disability) after its receipt of a request for review. The written decision on review will include specific reasons for the decision as well as specific references to the Plan provisions on which the decision is based.

ARTICLE X.

ADVISORY COMMITTEE – DUTIES WITH RESPECT

TO PARTICIPANT’S ACCOUNTS

10.1 MEMBERS’ COMPENSATION, EXPENSES . The Sponsor must appoint an Advisory Committee to administer the Plan, the members of which may or may not be Participants in the Plan, or which may be the Plan Administrator acting alone. The members of the Advisory Committee will serve without compensation for services as such. All expenses of the Plan and Trust (including Trustee fees) will be paid out of the assets of the Plan except to the extent paid by the Employer.

10.02 TERM . Each member of the Advisory Committee serves until the appointment of his successor.

10.03 POWERS . In case of a vacancy in the membership of the Advisory Committee, the remaining members of the Advisory Committee may exercise any and all of the powers, authority, duties and discretion conferred upon the Advisory Committee pending the filling of the vacancy.

10.04 GENERAL . The Advisory Committee, in its sole and absolute discretion, shall have all powers necessary to discharge its duties under this Plan including, without limitation, the following:

(a) To select a Secretary, who need not be a member of the Advisory Committee;

(b) To determine the rights of eligibility of an Employee to participate in the Plan, the value of a Participant’s Accrued Benefit and the Nonforfeitable percentage of each Participant’s Accrued Benefit;

(c) To adopt rules of procedure and regulations necessary for the proper and efficient administration of the Plan provided the rules are not inconsistent with the terms of this Plan;

(d) To construe and enforce the terms of the Plan and the rules and regulations it adopts, including interpretation of the Plan documents and documents related to the Plan’s operation, and its decisions shall be final and binding on all interested persons;

(e) To direct the Trustee as respects the crediting and distribution of the Trust;

(f) To review and render decisions respecting a claim for (or denial of a claim for) a benefit under the Plan;

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(g) To furnish the Employer with information which the Employer may require for tax or other purposes;

(h) To engage the service of agents whom it may deem advisable to assist it with the performance of its duties; and

(i) To engage the services of an Investment Manager or Managers (as defined in ERISA §3(38)), each of whom will have full power and authority to manage, acquire or dispose (or direct the Trustee with respect to acquisition or disposition) of any Plan asset under its control.

The Advisory Committee must exercise all of its powers, duties and discretion under the Plan in a uniform and nondiscriminatory manner.

10.05 FUNDING POLICY . The Advisory Committee will review, not less often than annually, all pertinent Employee information and Plan data in order to establish the funding policy of the Plan and to determine the appropriate methods of carrying out the Plan’s objectives. The Advisory Committee must communicate periodically, as it deems appropriate, to the Trustee and to any Plan Investment Manager the Plan’s short-term and long-term financial needs so investment policy can be coordinated with Plan financial requirements.

10.06 MANNER OF ACTION . The decision of a majority of the members appointed and qualified controls.

10.07 AUTHORIZED REPRESENTATIVE . The Advisory Committee may authorize any person, whether or not such person is a member of the Advisory Committee, to sign on its behalf any notices, directions, applications, certificates, consents, approvals, waivers, letters or other documents. The Advisory Committee must evidence this authority by an instrument signed by all members and filed with the Trustee.

10.08 INTERESTED MEMBER . No member of the Advisory Committee may decide or determine any matter concerning the distribution, nature or method of settlement of his own benefits under the Plan, except in exercising an election available to that member in his capacity as a Participant, unless the Plan Administrator is acting alone in the capacity of the Advisory Committee.

10.09 INDIVIDUAL ACCOUNTS . The Advisory Committee will maintain, or direct the Trustee to maintain, a separate Account, or multiple Accounts, in the name of each Participant to reflect the Participant’s Accrued Benefit in accordance with the provisions of Article XIV hereof and shall give the Trustee directions with respect to the investment of the Accounts of Participants in accordance with the provisions of Article XIV.

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10.10 INDIVIDUAL STATEMENT . As soon as practicable after the Accounting Date of each Plan Year, but within the time prescribed by ERISA and the regulations under ERISA, the Plan Administrator will deliver to each Participant (and to each Beneficiary) a statement reflecting the condition of his Accrued Benefit in the Trust as of that date and such other information ERISA requires be furnished the Participant or Beneficiary. No Participant, except a member of the Advisory Committee, has the right to inspect the records reflecting the Account of any other Participant.

10.11 ACCOUNT CHARGED . The Advisory Committee will charge all distributions made to a Participant or to his Beneficiary from his Account against the Account of the Participant when made. The Advisory Committee also may charge a Participant’s Account for any administrative expenses incurred by the Plan directly related to that Account.

10.12 UNCLAIMED ACCOUNT PROCEDURE . The Plan does not require either the Trustee or the Advisory Committee to search for, or ascertain the whereabouts of, any Participant or Beneficiary. At the time the Participant’s or Beneficiary’s benefit becomes distributable under Article VI, the Advisory Committee, by certified or registered mail addressed to his last known address of record with the Advisory Committee or the Employer, must notify the Participant, or Beneficiary, that he is entitled to a distribution under this Plan. The notice must quote the provisions of this Section 10.12 and otherwise must comply with the notice requirements of Article VI. If the Participant, or Beneficiary, fails to claim his distributive share or make his whereabouts known in writing to the Advisory Committee within 6 months from the date of mailing of the notice, the Advisory Committee will treat the Participant’s or Beneficiary’s unclaimed payable Accrued Benefit as forfeited and will reallocate the unclaimed payable Accrued Benefit in accordance with Section 3.05. Where the benefit is distributable to the Participant, the forfeiture under this paragraph occurs as of the last day of the notice period, if the Participant’s Nonforfeitable Accrued Benefit does not exceed $1,000, or as of the first day the benefit is distributable without the Participant’s consent, if the present value of the Participant’s Nonforfeitable Accrued Benefit exceeds $1,000. Where the benefit is distributable to a Beneficiary, the forfeiture occurs on the date the notice period ends except, if the Beneficiary is the Participant’s spouse and the Nonforfeitable Accrued Benefit payable to the spouse exceeds $5,000, the forfeiture occurs as of the first day the benefit is distributable without the spouse’s consent. Pending forfeiture, the Advisory Committee, following the expiration of the notice period, may direct the Trustee to segregate the Nonforfeitable Accrued Benefit in a segregated Account and to invest that segregated Account in Federally insured interest bearing savings accounts or time deposits (or in a combination of both), or in other fixed income investments.

If a Participant or Beneficiary who has incurred a forfeiture of his Accrued Benefit under the provisions of the first paragraph of this Section 10.12 makes a claim, at any time, for his forfeited Accrued Benefit, the Advisory Committee must restore the Participant’s or Beneficiary’s forfeited Accrued Benefit to the same dollar amount as the dollar amount of the Accrued Benefit forfeited, unadjusted for any gains or losses occurring subsequent to the date of the forfeiture. The Advisory Committee will make the restoration during the Plan Year in which the Participant or Beneficiary makes the claim, first from the amount, if any, of Participant forfeitures the Advisory Committee otherwise would allocate for the Plan Year, then from the amount, if any, of the Trust Fund net income or gain for the Plan Year and then from the amount, or additional amount, the Employer contributes to enable the Advisory Committee to make the

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required restoration. The Advisory Committee will direct the Trustee to distribute the Participant’s or Beneficiary’s restored Accrued Benefit to him no later than 60 days after the close of the Plan Year in which the Advisory Committee restores the forfeited Accrued Benefit. The forfeiture provisions of this Section 10.12 apply solely to the Participant’s or to the Beneficiary’s Accrued Benefit derived from Employer contributions.

10.13 INVESTMENT MANAGER . The Advisory Committee shall have the right, as provided in Section 10.04(i), to appoint an Investment Manager for all or any part of the assets of the Trust Fund as the Advisory Committee shall designate, provided that any firm so appointed shall be and continue qualified to act as such in accordance with ERISA. The Advisory Committee may remove any Investment Manager at any time, and need not specify any cause for such removal.

10.14 BLACK-OUT PERIOD . Notwithstanding any other provisions in the Plan to the contrary, in the event of a change in recordkeepers, trustees, investment vehicles or other similar change or event, the Advisory Committee shall have the power and authority to impose such temporary restrictions and limitations on loans, withdrawals, distributions and Participant investment elections as necessary to facilitate such a change or event (a “black-out period”). In the event of a change in investment funds, the Advisory Committee shall have the authority to direct the investment of each Participant’s Accounts and contributions in investment vehicles having investment objectives and risks similar to those investment vehicles being eliminated or replaced.

10.15 ELECTRONIC ELECTIONS . Anything in the Plan to the contrary notwithstanding, the Advisory Committee, in its discretion, may make disclosure or give information to Participants and Beneficiaries and permit Participants or their Beneficiaries to make electronic or telephonic elections in lieu of written disclosure, information or elections provided in the Plan. In making such a determination, the Advisory Committee shall consider the availability of electronic and telephonic disclosure of information and elections to Participants and Beneficiaries, the protection of the rights of Participants and their Beneficiaries, the appropriateness of the standards for authentication of identity and other security considerations involved in the electronic or telephonic election system and any guidance issued by the Internal Revenue Service and the Department of Labor. Notwithstanding the foregoing, any election requiring spousal consent shall be made only on such written forms as approved by the Advisory Committee.

ARTICLE XI.

EXCLUSIVE BENEFIT, AMENDMENT, TERMINATION

11.01 EXCLUSIVE BENEFIT . Except as provided under Article III, the Employer has no beneficial interest in any asset of the Trust and no part of any asset in the Trust may ever revert to or be repaid to an Employer, either directly or indirectly; nor, prior to the satisfaction of all liabilities with respect to the Participants and their Beneficiaries under the Plan, may any part of the corpus or income of the Trust Fund, or any asset of the Trust, be (at any time) used for, or diverted to, purposes other than the exclusive benefit of the Participants or their Beneficiaries.

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11.02 AMENDMENT BY EMPLOYER . Kansas City Southern, by duly adopted resolution of its Board of Directors, or of the Compensation and Organization Committee of its Board of Directors, has the right at any time and from time to time:

(a) To amend this Plan in any manner it deems necessary or advisable in order to qualify (or maintain qualification of) this Plan and the Trust created under it under the appropriate provisions of Code §401(a); or

(b) To amend this Plan in any other manner.

No amendment may authorize or permit any of the Trust Fund (other than the part which is required to pay taxes and administration expenses) to be used for or diverted to purposes other than for the exclusive benefit of the Participants or their Beneficiaries or estates. No amendment may cause or permit any portion of the Trust Fund to revert to or become a property of the Employer. No amendment may be made which affects the rights, duties or responsibilities of the Trustee, the Plan Administrator or the Advisory Committee without the written consent of the affected Trustee, the Plan Administrator or the affected member of the Advisory Committee.

Code §411(d)(6) Protected Benefits. An amendment (including the adoption of this Plan as a restatement of an existing plan) may not decrease a Participant’s Accrued Benefit, except to the extent permitted under Code §412(c)(8), and may not reduce or eliminate Code §411(d)(6) protected benefits determined immediately prior to the adoption date (or, if later, the effective date) of the amendment. An amendment reduces or eliminates Code §411(d)(6) protected benefits if the amendment has the effect of either (1) eliminating or reducing an early retirement benefit or a retirement-type subsidy (as defined in Treasury regulations), or (2) except as provided by Treasury regulations, eliminating an optional form of benefit. The Advisory Committee must disregard an amendment to the extent application of the amendment would fail to satisfy this paragraph. If the Advisory Committee must disregard an amendment because the amendment would violate clause (1) or clause (2), the Advisory Committee must maintain a schedule of the early retirement option or other optional forms of benefit the Plan must continue for the affected Participants.

All amendments must be made in writing. Each amendment must state the date to which it is either retroactively or prospectively effective.

11.03 DISCONTINUANCE . Each Employer has the right, at any time, to suspend or discontinue its contributions under the Plan. The Board of Directors of Kansas City Southern, or the Compensation and Organization Committee thereof, or any other duly authorized committee thereof, has the right to terminate, at any time, this Plan and the Trust created under it. The Plan will terminate upon the first to occur of the following:

(a) The date terminated by action of the Board of Directors of Kansas City Southern, or the Compensation and Organization Committee thereof, or any other duly authorized committee thereof; or

(b) The date Kansas City Southern is judicially declared bankrupt or insolvent, unless the proceeding authorized continued maintenance of the Plan.

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11.04 FULL VESTING ON TERMINATION . Upon either full or partial termination of the Plan, or, if applicable, upon complete discontinuance of profit sharing plan contributions to the Plan, an affected Participant’s right to his Accrued Benefit is 100% Nonforfeitable, irrespective of the Nonforfeitable percentage which otherwise would apply under Article V.

11.05 MERGER/DIRECT TRANSFER . The Plan may not be a party to any merger or consolidation with another plan, or to a transfer of assets or liabilities to another plan, unless immediately after the merger, consolidation or transfer, the surviving Plan provides each Participant a benefit equal to or greater than the benefit each Participant would have received had the Plan terminated immediately before the merger or consolidation or transfer. The Advisory Committee possesses the specific authority to enter into merger agreements or direct transfer of assets agreements with the trustees of other retirement plans described in Code §401(a), including an elective transfer, and to accept the direct transfer of plan assets, or to transfer plan assets, as a party to any such agreement.

The Advisory Committee may accept a direct transfer of plan assets on behalf of an Employee prior to the date the Employee satisfies the Plan’s eligibility conditions. If the Advisory Committee accepts a direct transfer of plan assets, the Advisory Committee must treat the Employee as a Participant for all purposes of the Plan except the Employee is not a Participant for purposes of sharing in Employer contributions or Participant forfeitures under the Plan until he actually becomes a Participant in the Plan.

The Advisory Committee may not consent to, or be a party to a merger, consolidation or transfer of assets with a defined benefit plan, except with respect to an elective transfer. The Trustee will hold, administer and distribute the transferred assets as a part of the Trust Fund and the Trustee must maintain a separate Employer contribution Account for the benefit of the Employee on whose behalf the Advisory Committee accepted the transfer in order to reflect the value of the transferred assets. Unless a transfer of assets to this Plan is an elective transfer, the Plan will preserve all Code §411(d)(6) protected benefits with respect to those transferred assets, in the manner described in Section 11.02. A transfer is an elective transfer if: (1) the transfer satisfies the first paragraph of this Section 11.05; (2) the transfer is voluntary, under a fully informed election by the Participant; (3) the Participant has an alternative that retains his Code §411(d)(6) protected benefits (including an option to leave his benefit in the transferor plan, if that plan is not terminating); (4) the transfer satisfies the applicable spousal consent requirements of the Code; (5) the transferor plan satisfies the joint and survivor notice requirements of the Code, if the Participant’s transferred benefit is subject to those requirements; (6) the Participant has a right to immediate distribution from the transferor plan, in lieu of the elective transfer; (7) the transferred benefit is at least the greater of the single sum distribution provided by the transferor plan payable at that plan’s normal retirement age; (8) the Participant has a 100% Nonforfeitable interest in the transferred benefit; and (9) the transfer otherwise satisfies applicable Treasury regulations. An elective transfer may occur between qualified plans of any type.

Distribution restrictions under Code §401(k) . If the Plan receives a direct transfer (by merger or otherwise) of elective contributions (or amounts treated as elective contributions) under a plan with a Code §401(k) arrangement, the distribution restrictions of Code §§401(k)(2) and (10) continue to apply to those transferred elective contributions.

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11.06 TERMINATION . Upon termination of the Plan, the distribution provisions of Article VI remain operative, with the following exceptions:

(1) if the present value of the Participant’s Nonforfeitable Accrued Benefit does not exceed $1,000, the Advisory Committee will direct the Trustee to distribute the Participant’s Nonforfeitable Accrued Benefit to him in lump sum as soon as administratively practicable after the Plan terminates; and

(2) if the present value of the Participant’s Nonforfeitable Accrued Benefit exceeds $1,000, the Participant or the Beneficiary, in addition to the distribution events permitted under Article VI, may elect to have the Trustee commence distribution of his Nonforfeitable Accrued Benefit as soon as administratively practicable after the Plan terminates.

To liquidate the Trust, the Advisory Committee will purchase a deferred annuity contract for each Participant which protects the Participant’s distribution rights under the Plan, if the Participant’s Nonforfeitable Accrued Benefit exceeds $1,000 and the Participant does not elect an immediate distribution pursuant to Paragraph (2). The Trust will continue until the Trustee in accordance with the direction of the Advisory Committee has distributed all of the benefits under the Plan.

On each valuation date, the Advisory Committee will credit any part of a Participant’s Accrued Benefit retained in the Trust with its proportionate share of the Trust’s income, expenses, gains and losses, both realized and unrealized. Upon termination of the Plan, the amount, if any, in a suspense account under Article III will revert to the Employer, subject to the conditions of the Treasury regulations permitting such a reversion. A resolution or amendment to freeze all future benefit accrual but otherwise to continue maintenance of this Plan, is not a termination for purposes of this Section 11.06.

Special Rule for Deferral Contributions Account. Notwithstanding the provisions of this Section 11.06, the Participant may not receive a distribution of the portion of his Nonforfeitable Accrued Benefit attributable to elective contributions under a Code §401(k) arrangement (or to amounts treated under the Code §401(k) arrangement as elective contributions) pursuant to the termination of the Plan unless: (a) the Participant otherwise is entitled to a distribution of that portion of his Nonforfeitable Accrued Benefit; or (b) the Plan termination occurs without the establishment of a successor plan. A plan is a successor plan under clause (b) if (i) the plan is a defined contribution plan (other than an ESOP) maintained by the Employer (or by a related employer); (ii) at least 2% of the Employees who were eligible under the Plan are or were eligible under the successor plan at any time within the 24-month period ending after the time of termination; and (iii) the successor plan is in existence at the time of the termination of the Plan or within the period ending twelve (12) months after the final distribution of assets of the Plan. A distribution pursuant to clause (b), must be part of a lump sum distribution to the Participant of his Nonforfeitable Accrued Benefit.

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ARTICLE XII.

PROVISIONS RELATING TO THE CODE §401(K) ARRANGEMENT

12.01 CODE §401(k) ARRANGEMENT . The deferral contributions and related Employer contributions described in Section 3.01(A) comprise a Code §401(k) arrangement. An Employee who is eligible to participate in the 401(k) arrangement may file a salary reduction agreement with the Advisory Committee. A salary reduction agreement must specify the amount of Compensation or percentage of Compensation the Employee wishes to defer; for which purpose “Compensation” shall be as defined in Section 1.08 but modified to exclude income attributable to the grant or exercise of employee stock options, the vesting of restricted property, and similar items of extraordinary or non-cash compensation. Also, pursuant to procedures adopted by the Advisory Committee, a salary reduction agreement may apply to all Compensation other than bonus payments, or to no Compensation other than bonus payments. All references in this Section to “Compensation” are a reference to such definition of “Compensation” as so modified and as applicable under the Participant’s salary reduction agreement.

A salary reduction agreement executed by an eligible Employee shall be effective with respect to Compensation received on or after the first day of the calendar month specified by the Employee in such agreement provided that the Advisory Committee receives the salary reduction agreement by the 15 ^th day of the month immediately preceding such calendar month for which it is to be effective (or such other date as determined by the Advisory Committee under administrative procedures) and provided that the agreement may not be effective earlier than the Employee’s Plan Entry Date (or, in the case of a reemployed Employee, his reparticipation date under Article II). The salary reduction agreement will apply only to Compensation which is currently available to the Employee after the effective date of the salary reduction agreement.

If the salary reduction agreement specifies the reduction amount as a percentage of Compensation, the percentage may not be less than one percent (1%) of Compensation and shall specify a reduction percentage equal to an increment of one percent (1%). If the salary reduction agreement specifies the reduction amount as a dollar amount of Compensation, the dollar amount must equal an increment of $5. An Employee’s deferral contributions for the Plan Year may not exceed seventy-five percent (75%) of his Compensation for the portion of the Plan Year in which the Employee is actually a Participant. Further, each individual deferral contribution of an Employee may not exceed seventy-five percent (75%) of Compensation for the pay period for which such deferral contribution is calculated, unless such Participant elects catch-up contributions in accordance with Section 12.06. The Advisory Committee may from time to time specify a maximum deferral percentage for Highly Compensated Employees that is less than seventy-five percent (75%). Notwithstanding the foregoing provisions, the maximum deferral percentage that may be elected by any Participant with respect to Compensation paid prior to July 1, 2002 is ten percent (10%) of Compensation, unless such Participant elects catch-up contributions in accordance with Section 12.06. Except as otherwise provided in procedures adopted by the Advisory Committee, effective July 1, 2009, an Employee may modify his salary reduction agreement, either to reduce or to increase the amount of deferral contributions, effective with respect to Compensation received on or after the first day of a month provided that the Advisory Committee receives the new salary reduction agreement by the deadline established by the Advisory Committee. The Employee shall make this modification by filing a new salary reduction agreement with the Advisory Committee. An Employee may revoke a salary reduction

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agreement at any time and such revocation shall be effective as soon as administratively feasible after the Advisory Committee receives such revocation. Except as otherwise provided in procedures adopted by the Advisory Committee, an Employee who revokes his salary reduction agreement may file a new salary reduction agreement, effective July 1, 2009 with respect to Compensation received on or after the first day of a month, provided the Advisory Committee receives the new salary reduction agreement by the deadline established by the Advisory Committee.

12.02 DEFINITIONS

(a) “Highly Compensated Employee” means an Eligible Employee who satisfies the definition in Section 1.15 of the Plan.

(b) “Nonhighly Compensated Employee” means an eligible Employee who is not a Highly Compensated Employee.

(c) “Eligible Employee” means, for purposes of the ADP test described in Section 12.04, an Employee who is eligible to make elective deferrals for the Plan Year, irrespective of whether the Employer actually makes deferral contributions on behalf of the Employee. For purposes of the ACP test described in Section 12.05, an “Eligible Employee” means a Participant who is eligible to receive an allocation of Employer matching contributions (or would be eligible if he made the type of contributions necessary to receive an allocation of matching contributions) and a Participant who is eligible to make employee contributions, irrespective of whether he actually makes employee contributions. An Employee continues to be an Eligible Employee during a period the Plan suspends the Employee’s right to make elective deferrals or nondeductible contributions following a hardship distribution.

(d) “Highly Compensated Group” means the group of Eligible Employees who are Highly Compensated Employees for the Plan Year.

(e) “Nonhighly Compensated Group” means the group of Eligible Employees who are Nonhighly Compensated Employees for the Plan Year.

(f) “Compensation” means, for purposes of any nondiscrimination test required under this Article XII, Compensation as defined for nondiscrimination purposes in the last paragraph of Section 1.08 of the Plan. Compensation must include Compensation for the entire Plan Year, irrespective of whether the Code §401(k) arrangement was in effect for the entire Plan Year or whether the Employee begins, resumes or ceases to be an Eligible Employee during the Plan Year.

(g) “Deferral contributions” means the sum of the deferral contributions the Employer contributes to the Trust on behalf of an Eligible Employee, pursuant to Section 3.01.

(h) “Elective deferrals” are the deferral contributions the Employer contributes to the Trust at the election of an Eligible Employee. If the Code §401(k) arrangement includes a cash or deferred feature, any portion of a cash or deferred contribution contributed to the Trust because of the Employee’s failure to make a cash

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election is an elective deferral, but any portion of a cash or deferred contribution over which the Employee does not have a cash election is not an elective deferral. Elective deferrals do not include amounts which have become currently available to the Employee prior to the election nor amounts designated as nondeductible employee contributions at the time of deferral or contribution.

(i) “Matching contributions” are contributions made by the Employer on account of elective deferrals under a Code §401(k) arrangement or on account of employee contributions. Matching contributions also include Participant forfeitures allocated on account of such elective deferrals or employee contributions.

(j) “Nonelective contributions” are contributions made by the Employer which are not subject to a deferral election by an Employee and which are not matching contributions.

(k) “Distribution restrictions” means the Employee may not receive a distribution of the specified contributions (nor earnings on those contributions) except in the event of (1) the Participant’s death, disability, termination of employment, attainment of age 59  ¹ / 2 , (2) financial hardship satisfying the requirements of Code §401(k) and the applicable Treasury regulations, or (3) plan termination, without establishment of a successor defined contribution plan (other than an ESOP). A distribution on account of financial hardship, as described in clause (2), may not include earnings on elective deferrals credited as of a date later than December 31, 1988, and may not include qualified matching contributions and qualified nonelective contributions, nor any earnings on such contributions, irrespective of when credited. A distribution described in clause (3) must be a lump sum distribution, as required under Code §401(k)(10).

(l) “Employee contributions” are contributions made by a Participant on an after-tax basis, whether voluntary or mandatory, and designated, at the time of contribution, as an employee (or nondeductible) contribution. Elective deferrals and deferral contributions are not employee contributions. Participant nondeductible contributions, made pursuant to Article III of the Plan, if authorized, are employee contributions.

12.03 ANNUAL ELECTIVE DEFERRAL LIMITATION.

Annual Elective Deferral Limitation. Except to the extent permitted under Section 12.06 and Code §414(v), if applicable, an Employee’s elective deferrals may not exceed the 402(g) limitation. The 402(g) limitation for calendar year 2009 is $16,500, and may be adjusted for future calendar years, as determined by the Secretary of the Treasury in accordance with Code § 402(g)(4). If the Employer determines the Employee’s elective deferrals to the Plan for a calendar year would exceed the 402(g) limitation for the calendar year, the Employer will not make any additional elective deferrals with respect to that Employee for the remainder of that calendar year, paying in cash to the Employee any amounts which would result in the Employee’s elective deferrals for the calendar year exceeding the 402(g) limitation. If the Advisory Committee determines an Employee’s elective deferrals already contributed to the Plan for a calendar year exceed the 402(g) limitation, the Advisory Committee will distribute the amount in excess of the 402(g) limitation (the “excess deferral”), as adjusted for allocable

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income, no later than April 15 of the following calendar year. If the Advisory Committee distributes the excess deferral by the appropriate April 15, it may make the distribution irrespective of any other provision under this Plan or under the Code. The Advisory Committee will reduce the amount of excess deferrals for a calendar year distributable to the Employee by the amount of excess contributions (as determined in Section 12.04), if any, previously distributed to the Employee for the Plan Year beginning in that calendar year.

If an Employee participates in another plan under which he makes elective deferrals pursuant to a Code §401(k) arrangement, elective deferrals under a Simplified Employee Pension, or salary reduction contributions to a tax-sheltered annuity, irrespective of whether the Employer maintains the other plan, he may provide the Advisory Committee a written claim for excess deferrals made for a calendar year. The Employee must submit the claim no later than the March 1 following the close of the particular calendar year and the claim must specify the amount of the Employee’s elective deferrals under this Plan which are excess deferrals. If the Advisory Committee receives a timely claim, it will distribute the excess deferral (as adjusted for allocable income) the Employee has assigned to this Plan, in accordance with the distribution procedure described in the immediately preceding paragraph.

Allocable income. For purposes of making a distribution of excess deferrals pursuant to this Section 12.03, allocable income means net income or net loss allocable to the excess deferrals for the calendar year in which the Employee made the excess deferral and, for Plan Years beginning prior to January 1, 2008 only, for the “gap period” measured from the beginning of the next calendar year to the date of the distribution. If the distribution of the excess deferral occurs during the calendar year in which the Employee made the excess deferral, the Advisory Committee will treat as a “gap period” the period from the first day of that calendar year to the date of the distribution. The Advisory Committee will determine allocable income in the same manner as described in Section 12.04 for excess contributions, except the numerator of the allocation fraction will be the amount of the Employee’s excess deferrals and the denominator of the allocation fraction will be the Employee’s Accrued Benefit attributable to his elective deferrals.

12.04 ACTUAL DEFERRAL PERCENTAGE (“ADP”) TEST . The provisions of this Section 12.04 will be applied separately to the KCS Participants, the Railway Union Participants and the MidSouth Rail Union Participants. For each Plan Year, the Advisory Committee must determine whether the Plan’s Code §401(k) arrangement satisfies one of the following ADP tests:

(i) The average ADP for the Highly Compensated Group for such Plan Year does not exceed 1.25 times the average ADP of the Nonhighly Compensated Group for the preceding Plan Year; or

(ii) The average ADP for the Highly Compensated Group for such Plan Year does not exceed the average ADP for the Nonhighly Compensated Group for the preceding Plan Year by more than two percentage points and the average ADP for the Highly Compensated Group for such Plan Year is not more than twice the average ADP for the Nonhighly Compensated Group for the preceding Plan Year.

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If the Advisory Committee so elects, then by formal amendment it may apply the limits set forth in paragraph (i) and (ii) of this Section by using the Average ADP of the Nonhighly Compensated Group for the Plan Year for which the determination is made rather than for the preceding Plan Year; provided that such election may not be changed except as provided by the Secretary of the Treasury.

Calculation of ADP. The average ADP for a group is the average of the separate ADPs calculated for each Eligible Employee who is a member of that group. An Eligible Employee’s ADP for a Plan Year is the ratio of the Eligible Employee’s deferral contributions for the Plan Year to the Employee’s Compensation for the Plan Year. A Nonhighly Compensated Employee’s ADP does not include elective deferrals made to this Plan or to any other Plan maintained by the Employer, to the extent such elective deferrals exceed the §402(g) limitation described in Section 12.03.

Special aggregation rule for Highly Compensated Employees. To determine the ADP of any Highly Compensated Employee, the deferral contributions taken into account must include any elective deferrals made by the Highly Compensated Employee under any other Code §401(k) arrangement maintained by the Employer, unless the elective deferrals are to an ESOP. If the plans containing the Code §401(k) arrangements have different plan years, the Advisory Committee will determine the combined deferral contributions on the basis of the plan years ending in the same calendar year.

Aggregation of certain Code §401(k) arrangements. If the Employer treats two plans as a unit for coverage or nondiscrimination purposes, the Employer must combine the Code §401(k) arrangements under such plans to determine whether either plan satisfies the ADP test. This aggregation rule applies to the ADP determination for all Eligible Employees, irrespective of whether an Eligible Employee is a Highly Compensated Employee or a Nonhighly Compensated Employee. An aggregation of Code §401(k) arrangements under this paragraph does not apply to plans which have different plan years and the Advisory Committee may not aggregate an ESOP (or the ESOP portion of a plan) with a non-ESOP plan (or non-ESOP portion of a plan).

Distribution of excess contributions. If the Advisory Committee determines the Plan fails to satisfy the ADP test for a Plan Year, it must distribute the excess contributions, as adjusted for allocable income, during the next Plan Year. However, the Employer will incur an excise tax equal to 10% of the amount of excess contributions for a Plan Year not distributed to the appropriate Highly Compensated Employees during the first 2 1/2 months of that next Plan Year. The excess contributions are the amount of deferral contributions made by the Highly Compensated Employees which causes the Plan to fail to satisfy the ADP test. The Advisory Committee will distribute to each Highly Compensated Employee his respective share of the excess contributions. The Advisory Committee will determine the respective shares of excess contributions as follows:

Step 1. The Advisory Committee shall first determine the dollar amount of the reductions which would have to be made to the elective deferrals of each Highly Compensated Employee who is a Participant for the Plan Year in order for the average ADP of the Highly Compensated Group for the Plan Year to satisfy Section 401(k)(3) of the Code. Such amount shall be calculated by first determining the dollar amount by

which the deferred contributions of Highly Compensated Employees who have the highest ADPs would have to be reduced until the first to occur of: (i) such Employees’ ADPs would equal the ADPs of the Highly Compensated Employee or group of Highly Compensated Employees with the next highest ADPs; or (ii) the average ADP of the Highly Compensated Group, as recalculated after the reductions made under this Step 1, satisfies the requirements of Section 401(k)(3) of the Code and this Section.

Then, unless the recalculated average ADP of the Highly Compensated Group satisfies Section 401(k)(3) of the Code, the reduction process shall be repeated by determining the amount of reductions which would have to be made to the elective deferrals of the Highly Compensated Employees who, after all prior reductions, would have the highest ADP until the first to occur of: (iii) the ADP, after all prior reductions under this Step 1, of each person in such group would equal the ADP of the Highly Compensated Employee or group of Highly Compensated Employees with the next highest ADP; or (iv) the average ADP of the Highly Compensated Group, after the prior reductions, satisfies the requirements of Code Section 401(k)(3) and this Section. This process is repeated until the average ADP of the Highly Compensated Group, after all reductions, satisfies the requirements of Code Section 401(k)(3) and this Section.

Step 2 . Determine the total dollar amount of reductions to the elective deferrals calculated under Step 1 (“ Total Excess Deferrals ”).

Step 3 . Reduce the elective deferrals of the Highly Compensated Employees with the highest dollar amount of elective deferrals by the lesser of the dollar amount which either (i) causes each such Highly Compensated Employee’s elective deferrals to equal the dollar amount of the elective deferrals of the Highly Compensated Employee or group of Highly Compensated Employees with the next highest dollar amount of elective deferrals; or (ii) reduces the Highly Compensated Employees’ elective deferrals by the Total Excess Deferrals.

Then, unless the total amount of reductions made to Highly Compensated Employees’ elective deferrals under this Step 3 equals the amount of the Total Excess Deferrals, the reduction process shall be repeated by reducing the elective deferrals of the group of Highly Compensated Employees with the highest dollar amount of elective deferrals, after the prior reductions made in this Step 3, by the lesser of the amount which either: (iii) causes such Highly Compensated Employees’ elective deferrals after prior reductions made in this Step 3 to equal the dollar amount of the elective deferrals of the Highly Compensated Employees with the next highest dollar amount of elective deferrals; or (iv) causes total reductions to equal the Total Excess Deferrals. This process is repeated with each successive group of Highly Compensated Employees with the highest dollar amount, after the prior reductions, of elective deferrals until the total reductions made under this Step 3 equal the Total Excess Deferrals.

A Participant’s elective deferrals required to be reduced under this Section shall be reduced in the following order: the Participant’s unmatched elective deferrals will be reduced first, and then, if necessary, matched elective deferrals. Matching contributions made with respect to elective deferrals so reduced shall be forfeited.

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Allocable income. To determine the amount of the corrective distribution required under this Section 12.04, the Advisory Committee must calculate the allocable income for the Plan Year in which the excess contributions arose and, for Plan Years beginning prior to January 1, 2008 only, for the “gap period” measured from the beginning of the next Plan Year to the date of the distribution. “Allocable income” means net income or net loss. To calculate allocable income for the Plan Year, the Advisory Committee: (1) first will determine the net income or net loss for the Plan Year on the Highly Compensated Employee’s Accrued Benefit attributable to deferral contributions; and (2) then will multiply this net income or net loss by the following fraction:

Amount of the Highly Compensated Employee’s excess contributions

Accrued Benefit attributable to deferral contributions

The Accrued Benefit attributable to deferral contributions includes the Accrued Benefit attributable to qualified matching contributions and qualified nonelective contributions, if any are made, taken into account in the ADP test for the Plan Year or for any prior Plan Year. For purposes of the denominator of the fraction, the Advisory Committee will calculate the Accrued Benefit attributable to deferral contributions as of the last day of the Plan Year (without regard to the net income or net loss for the Plan Year on that Accrued Benefit).

To calculate allocable income for the “gap period” for Plan Years beginning prior to January 1, 2008, the Advisory Committee will perform the same calculation as described in the preceding paragraph, except in clause (1) the Advisory Committee will determine, as of the last day of the month preceding the date of distribution, the net income or net loss for the “gap period” and in clause (2) will calculate the Accrued Benefit attributable to deferral contributions as of the day before the distribution. If the Plan does not perform a valuation on the last day of the month preceding the date of distribution, the Advisory Committee, in lieu of the calculation described in this paragraph, will calculate allocable income for each month in the “gap period” as equal to 10% of the allocable income for the Plan Year. Under this alternate calculation, the Advisory Committee will disregard the month in which the distribution occurs, if the Plan makes the distribution no later than the 15th day of that month.

12.05 NONDISCRIMINATION RULES FOR EMPLOYER MATCHING CONTRIBUTIONS/EMPLOYEE CONTRIBUTIONS . The provisions of this Section 12.05 will be applied separately to the KCS Participants and the MidSouth Rail Union Participants. The Advisory Committee must determine whether the annual Employer matching contributions, if any, and the Employee contributions, if any, satisfy one of the following average contribution percentage (“ACP”) test:

(i) The ACP for the Highly Compensated Group for such Plan Year does not exceed 1.25 times the ACP of the Nonhighly Compensated Group for the prior Plan Year; or

(ii) The ACP for the High Compensated Group for such Plan Year does not exceed the ACP for the Nonhighly Compensated Group for the prior Plan Year by more than two percentage points and the ACP for the Highly Compensated Group for such Plan Year is not more than twice the ACP for the Nonhighly Compensated Group for the prior Plan Year.

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If the Advisory Committee so elects, it may apply the limits set forth in paragraphs (i) and (ii) of this Section by using the Average ACP of the Nonhighly Compensated Group for the Plan Year for which the determination is made rather than for the preceding Plan Year; provided that such election may not be changed except as provided by the Secretary of the Treasury.

(A) Calculation of ACP. The average contribution percentage for a group is the average of the separate contribution percentages calculated for each Eligible Employee who is a member of that group. An Eligible Employee’s contribution percentage for a Plan Year is the ratio of the Eligible Employee’s aggregate contributions for the Plan Year to the Employee’s Compensation for the Plan Year. “Aggregate contributions” are matching contributions and employee contributions.

The Advisory Committee, in a manner consistent with Treasury regulations, may determine the contribution percentages of the Eligible Employees by taking into account elective deferrals made to this Plan or to any other qualified Plan maintained by the Employer. The Advisory Committee may not include elective deferrals in the ACP test, unless the Plan which includes the elective deferrals satisfies the ADP test both with and without the elective deferrals included in this ACP test. For Plan Years beginning after December 31, 1989, the Advisory Committee may not include in the ACP test any elective deferrals under another qualified plan unless that plan has the same plan year as this Plan.

(B) Special aggregation rule for Highly Compensated Employees . To determine the contribution percentage of any Highly Compensated Employee, the aggregate contributions taken into account must include any matching contributions and any employee contributions made on his behalf to any other plan maintained by the Employer, unless the other plan is an ESOP. If the plans have different plan years, the Advisory Committee will determine the combined aggregate contributions on the basis of the plan years ending in the same calendar year.

(C) Aggregation of certain plans. If the Employer treats two plans a unit for coverage or nondiscrimination purposes, the Employer must combine the plans to determine whether either plan satisfies the ACP test. This aggregation rule applies to the contribution percentage determination for all Eligible Employees, irrespective of whether an Eligible Employee is a Highly Compensated Employee or a Nonhighly Compensated Employee. For Plan Years beginning after December 31, 1989, an aggregation of plans under this paragraph does not apply to plans which have different plan years and the Advisory Committee may not aggregate an ESOP (or the ESOP portion of a plan) with a non-ESOP plan (or non-ESOP portion of plan).

(D) Distribution of excess aggregate contributions. The Advisory Committee will determine excess aggregate contributions after determining excess deferrals under Section 12.03 and excess contributions under Section 12.04. If the Advisory Committee determines the Plan fails to satisfy the ACP test for a Plan Year, it must distribute the excess aggregate contributions, as adjusted for allocable income, during the next Plan Year. However, the Employer will incur an excise tax equal to 10% of the amount of excess aggregate contributions for a Plan Year not distributed to the appropriate Highly Compensated Employees during the first 2 1/2 months of that next Plan Year. The excess aggregate contributions are the amount of aggregate

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contributions made by the Highly Compensated Employees which causes the Plan to fail to satisfy the ACP test. The Advisory Committee will distribute to each Highly Compensated Employee his respective share of the excess aggregate contributions. The Advisory Committee will determine the respective shares of excess aggregate contributions as follows:

Step 1. The Advisory Committee shall first determine the dollar amount of the reductions which would have to be made to the aggregate contributions of each Highly Compensated Employee who is a Participant for the Plan Year in order for the average ACP of the Highly Compensated Group for the Plan Year to satisfy Section 401(m) of the Code. Such amount shall be calculated by first determining the dollar amount by which the aggregate contributions of Highly Compensated Employees who have the highest ACPs would have to be reduced until the first to occur of: (i) such Employees’ ACPs would equal the ACPs of the Highly Compensated Employee or group of Highly Compensated Employees with the next highest ACPs; or (ii) the average ACP of the Highly Compensated Group, as recalculated after the reductions made under this Step 1, satisfies the requirements of Section 401(m) of the Code and this Section.

Then, unless the recalculated average ACP of the Highly Compensated Group satisfies Section 401(m) of the Code, the reduction process shall be repeated by determining the amount of reductions which would have to be made to the aggregate contributions of the Highly Compensated Employees who, after all prior reductions, would have the highest ACP until the first to occur of: (iii) the ACP, after all prior reductions under this Step 1, of each person in such group would equal the ACP of the Highly Compensated Employee or group of Highly Compensated Employees with the next highest ACP; or (iv) the average ACP of the Highly Compensated Group, after the prior reductions, satisfies the requirements of Code Section 401(m) and this Section. This process is repeated until the average ACP of the Highly Compensated Group, after all reductions, satisfies the requirements of Code Section 401(m) and this Section.

Step 2. Determine the total dollar amount of reductions to the aggregate contributions calculated under Step 1 (“ Total Excess Contributions ”).

Step 3 . Reduce the aggregate contributions of the Highly Compensated Employees with the highest dollar amount of aggregate contributions by the lesser of the dollar amount which either (i) causes each such Highly Compensated Employee’s aggregate contributions to equal the dollar amount of the aggregate contributions of the Highly Compensated Employee or group of Highly Compensated Employees with the next highest dollar amount of aggregate contributions; or (ii) reduces the Highly Compensated Employees’ aggregate contributions by the Total Excess Contributions.

Then, unless the total amount of reductions made to Highly Compensated Employees’ aggregate contributions under this Step 3 equals the amount of the Total Excess Contributions, the reduction process shall be repeated by reducing the aggregate contributions of the group of Highly Compensated Employees with the highest dollar amount of aggregate contributions, after the prior reductions made in this Step 3, by the lesser of the amount which either: (iii) causes such Highly Compensated Employees’ aggregate contributions after prior reductions made in this Step 3 to equal the dollar amount of the aggregate contributions of the Highly Compensated Employees with the

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next highest dollar amount of aggregate contributions; or (iv) causes total reductions to equal the Total Excess Deferrals. This process is repeated with each successive group of Highly Compensated Employees with the highest dollar amount, after the prior reductions, of aggregate contributions until the total reductions made under this Step 3 equal the Total Excess Contributions.

(E) Allocable income. To determine the amount of the corrective distribution required under this Section 12.05, the Advisory Committee must calculate the allocable income for the Plan Year in which the excess aggregate contributions arose. “Allocable income” means net income or net loss. The Advisory Committee will determine allocable income in the same manner as described in Senior 12.04(F) for excess contributions.

(F) Characterization of excess aggregate contributions. The Advisory Committee will treat a Highly Compensated Employee’s allocable share of excess aggregate contributions in the following priority: (1) first as attributable to his employee contributions which are voluntary contributions, it any; (2) then as matching contributions allocable with respect to excess contributions determined under the ADP test; (3) then on a pro rata basis to matching contributions and to the deferral contributions relating to those matching contributions which the Advisory Committee has included in the ACP test; (4) then on a pro rata basis to employee contributions which are mandatory contributions; and (5) last to qualified nonelective contributions used in the ACP test. To the extent the Highly Compensated Employee’s excess aggregate contributions are attributable to matching contributions and he is not 100% vested in his Accrued Benefit attributable to matching contributions, the Advisory Committee will distribute only the vested portion and forfeit the nonvested portion. The vested portion of the Highly Compensated Employee’s excess aggregate contributions attributable to Employer matching contributions is the total amount of such excess aggregate contributions (as adjusted for allocable income) multiplied by his vested percentage (determined as of the last day of the Plan Year for which the Employer made the matching contribution). The Plan will allocate forfeited excess aggregate contributions to reduce Employer matching contributions for the Plan Year in which the forfeiture occurs.

12.06 CATCH-UP CONTRIBUTIONS . Effective as of January 1, 2002, all Participants who are eligible to make deferral contributions under the Plan and who have attained age 50 before the close of the Plan Year shall be eligible to have a portion of such deferral contributions treated as catch-up contributions in accordance with, and subject to the limitations of, Code § 414(v). Such catch-up contributions shall not be taken into account for purposes of Sections 12.01 or 12.03, which implements the provisions of Code § 402(g), nor for purposes of Part 2 of Article III, which implements the provisions of Code § 415. The Plan shall not be treated as failing to satisfy the requirements of Section 12.04 (implementing the requirements of Code § 401(k)(3)), Section 3.04(B) (implementing the requirements of Code § 416), or Code § 410(b)) by reason of the making of such catch-up contributions.

The catch-up contributions limit is $5,500 for calendar year 2009, and may be adjusted for future calendar years as determined by the Secretary of the Treasury to reflect changes in the cost of living index.

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In no event shall the amount of a Participant’s deferral contributions (including catch-up contributions) under the Plan and under any other 401(k) plans maintained by the Employer for the calendar year exceed the Participant’s Compensation for such calendar year. In addition, the maximum amount of deferral contributions (including catch-up contributions) shall not exceed the total amount of cash remuneration otherwise payable to such Participant, after giving effect to all applicable deductions and withholdings, including, without limitation, FICA and any other applicable tax withholding (determined after giving effect to the Participant’s deferral contribution election), garnishment of wages and any applicable employee premiums or contributions for welfare benefits.

ARTICLE XIII.

MISCELLANEOUS

13.01 EVIDENCE . Anyone required to give evidence under the terms of the Plan may do so by certificate, affidavit, document or other information which the person to act in reliance may consider pertinent, reliable and genuine, and to have been signed, made or presented by the proper party or parties. Both the Advisory Committee and the Trustee are fully protected in acting and relying upon any evidence described under the immediately preceding sentence.

13.02 NO RESPONSIBILITY FOR EMPLOYER ACTION . Neither the Trustee nor the Advisory Committee has any obligation or responsibility with respect to any action required by the Plan to be taken by the Employer, any Participant or eligible Employee, or for the failure of any of the above persons to act or make any payment or contribution, or to otherwise provide any benefit contemplated under this Plan. Furthermore, the Plan does not require the Trustee or the Advisory Committee to collect any contribution required under the Plan, or to determine the correctness of the amount of any Employer contribution. Neither the Trustee nor the Advisory Committee need inquire into or be responsible for any action or failure to act on the part of the others. Any action required of Kansas City Southern must be by its Board of Directors, the Compensation and Organization Committee of such Board, or the designees of such Board or Committee. Any action required of any other corporate Employer must be by its Board of Directors or its designees.

13.03 FIDUCIARIES NOT INSURERS . The Trustee, the Advisory Committee, the Plan Administrator and the Employer in no way guarantee the Trust Fund from loss or depreciation. The Employer does not guarantee the payment of any money which may be or becomes due to any person from the Trust Fund. The liability of the Advisory Committee and the Trustee to make any payment from the Trust Fund at any time and all times is limited to the then available assets of the Trust.

13.04 WAIVER OF NOTICE . Any person entitled to notice under the Plan may waive the notice.

13.05 SUCCESSORS . The Plan is binding upon all persons entitled to benefits under the Plan, their respective heirs and legal representatives, upon the Employer, its successors and assigns, and upon the Trustee and the Advisory Committee and their successors.

13.06 WORD USAGE . Words used in the masculine also apply to the feminine where applicable, and wherever the context of the Plan dictates, the plural includes the singular and the singular includes the plural.

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13.07 STATE LAW . Missouri law will determine all questions arising with respect to the provisions of this Plan except to the extent Federal law supersedes Missouri law.

13.08 EMPLOYMENT NOT GUARANTEED . Nothing contained in this Plan, or with respect to the establishment of the Trust, or any modification or amendment to the Plan or Trust, or in the creation of any Account, or the payment of any benefit, gives any Employee, Employee-Participant or any Beneficiary any right to continue employment, any legal or equitable right against the Employer, or Employee of the Employer, or against the Trustee, or its agents or employees, or against the Plan Administrator, except as expressly provided by the Plan, the Trust, ERISA or by a separate agreement.

ARTICLE XIV.

PARTICIPANT’S ACCOUNTS AND THEIR INVESTMENT

14.01 INDIVIDUAL ACCOUNTS . The Advisory Committee shall maintain, or direct the Trustee to maintain, a separate Account, or multiple Accounts, in the name of each Participant to reflect the Participant’s Accrued Benefit under the Plan. Such Accounts shall include, but not be limited to, a Deferral Contributions Account, a Matching Contributions Account and a Profit Sharing Contributions Account. Furthermore, if a Participant reenters the Plan subsequent to his having a Forfeiture Break in Service, the Advisory Committee, or the Trustee, shall maintain a separate Account for the Participant’s pre-Forfeiture Break in Service Accrued Benefit and a separate Account for his post-Forfeiture Break in Service Accrued Benefit unless the Participant’s entire Accrued Benefit under the Plan is one hundred percent (100%) Nonforfeitable. The Advisory Committee will make its allocations, or request the Trustee to make its allocations, to the Accounts of the Participants in accordance with the provisions of Section 14.05. The Advisory Committee may direct the Trustee to maintain a temporary segregated investment Account in the name of a Participant to prevent a distortion of income, gain or loss allocations under Section 14.05. The Advisory Committee shall maintain records of its activities.

A Participant’s Accrued Benefit shall be segregated for separate investment when and as so expressly provided under the Plan. Except where the Plan expressly provides for such segregation, Participants’ Accrued Benefits shall be invested collectively.

14.02 INVESTMENT OF ACCOUNTS . Each Participant’s Accounts shall be invested, in accordance with the individual election of the Participant, in one or more investment vehicles designated by the Advisory Committee, including designated pooled investment funds. Effective as of January 1, 2001, such investment vehicles shall include an employer stock fund consisting of shares of common stock of KCS. Up to 100% of a Participant’s Accounts may be invested in shares of common stock of KCS.

Each Participant whose Account includes shares of common stock of Janus Capital Group, Inc. (formerly known as “Stilwell Financial, Inc.”) (“Janus Shares”) may elect, at such times, in such manner and subject to such restrictions regarding minimum share dispositions or holdings as the Advisory Committee shall prescribe, (1) to continue to hold in such Account whole (but no fractional) Janus Shares, or (2) to have all or any portion of such whole Janus Shares sold and the sale proceeds reinvested in one or more investment vehicles designated by the Advisory Committee. Cash dividends received by the Plan with respect to Janus Shares held in a Participant’s Account shall be reinvested in one or more investment vehicles, as elected by the Participant.

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14.3 PARTICIPANT ACCOUNTS—INVESTMENT PERCENTAGES . The Advisory Committee from time to time shall establish procedures by which each Participant may specify the percentage of his Accounts, and the percentage of future contributions to be made on his behalf, to be invested in each of the available investment vehicles for Accounts. The investment percentage for each investment vehicle selected by the Participant must be a multiple of 1%. The Participant’s investment direction shall remain in effect unless and until the Participant replaces the direction in accordance with the established procedures. Contributions and Accounts with respect to which no affirmative Participant investment direction has been made shall be invested in an investment vehicle selected by the Advisory Committee as a default investment vehicle. The Trustee shall be responsible for carrying out Participant investment directions, if any.

14.04 VALUATION OF PARTICIPANTS’ ACCRUED BENEFITS . The value of each Participant’s Accrued Benefit shall consist of the value of such Participant’s Account(s), including any segregated account hereunder. For purposes of a distribution under the Plan, the value of a Participant’s Accrued Benefit shall be its value as of the valuation date immediately preceding the date of the distribution.

14.05 ALLOCATION AND DISTRIBUTION OF NET INCOME GAIN OR LOSS . A “valuation date” under this Plan is the last day of each calendar month and each interim valuation date designated by the Advisory Committee which is a business day on which the New York Stock Exchange is open for business. As of each valuation date the Advisory Committee must adjust Accounts to reflect net income, gain or loss since the last valuation date. The valuation period is the period beginning the day after the last valuation date and ending on the current valuation date.

Trust Fund Accounts. The allocation provisions of this paragraph apply to all Participant’s Accounts other than segregated investment Accounts. The Advisory Committee first will adjust the Participant Accounts, as those Accounts stood at the beginning of the current valuation period, by reducing the Accounts for any forfeitures arising under Section 5.06 or under Section 10.12, for amounts charged during the valuation period to the Accounts in accordance with Section 10.11 (relating to distributions) and for the amount of any Account which the Trustee has fully distributed since the immediately preceding valuation date. The Advisory Committee then, subject to the restoration allocation requirements of Section 5.04 or of Section 10.12, will allocate the net income, gain or loss for the current valuation period for each of the Plan’s investment vehicles (as specified by the Advisory Committee pursuant to Section 14.02) pro rata to the Participants having accounts in each respective investment vehicle as the accounts stood at the beginning of the valuation period. Separate allocations and adjustments shall be made with respect to each investment vehicle. For each investment vehicle the allocable net income, gain or loss is the net income (or net loss), including the increase or decrease in the fair market value of assets, since the last valuation date.

Segregated investment accounts. A segregated investment Account receives all income it earns and bears all expenses or loss it incurs. As of the valuation date, the Advisory Committee must reduce a segregated Account for any forfeiture arising under Section 5.06 after the Advisory Committee has made all other allocations, changes or adjustments to the Account for the Plan Year.

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14.06 PARTICIPANT VOTING RIGHTS—EMPLOYER STOCK . Each Participant (or the Beneficiary thereof) acting as a named fiduciary shall have the right to direct the Trustee as to the manner in which (a) to vote any shares of stock of KCS allocated to his Accounts as of the applicable record date of any shareholder meeting in any matter put to a shareholder vote; and (b) to respond to a tender offer, exchange offer or any other offer to purchase shares of KCS stock allocated to the Participant’s Accounts.

Before any meeting in which a shareholder vote is to be taken, the Employer will deliver to the Trustee or its designee such quantities of proxy soliciting materials as are necessary to solicit voting instructions from the Participants. The Trustee or its designee will mail the proxy solicitation materials (and any additional material made available to other shareholders or otherwise deemed appropriate by the Trustee) to the Participants within a reasonable time before the meeting. A reasonable deadline for the return of such materials may be specified.

Shares will be voted as instructed by the Participants on each matter brought before the meeting. Such participants are appointed as named fiduciaries to direct the Trustee as to the voting of shares allocated to the accounts of Participants who have not timely instructed the Trustee how to vote them and any unallocated shares. Such shares will be voted in the same proportions as the shares for which the Trustee has received timely instructions. The Trustee may submit to the Employer one summary proxy for the aggregate number of shares.

With regard to any tender offer, exchange offer or any other offer to purchase shares of KCS stock, the Trustee or its designee will solicit such instructions from Participants by distributing to each Participant such information as is distributed to shareholders of the Employer, generally in connection with any such offer, and any additional information the trustee deems appropriate in order for each Participant to give instructions. A reasonable deadline for the return of such materials may be specified.

Shares will, in response to a tender offer, exchange offer or other offer to purchase, be tendered, exchanged or sold as instructed by the Participants. Fractional shares will be aggregated for purposes of tendering, exchanging or selling shares, to the extent possible, to reflect the instructions of the Participants. Such participants are appointed as named fiduciaries to direct the Trustee as to the tender, exchange or sale of shares allocated to an Account of a Participant who has not timely instructed the Trustee how to respond to such offer and any unallocated shares. Such shares will be tendered, exchanged or sold in the same proportion as shares for which the Trustee has received timely instructions.

For purposes of receiving, tabulating and transmitting instructions, the Trustee will establish a procedure to insure that instructions received from individual Participants regarding voting or responding to a tender offer, exchange offer, or any other offer are held in confidence, and are not divulged, released or otherwise utilized in a manner that, in the Trustee’s reasonable judgment, might influence the Participant’s free exercise of the rights set forth in this Section 14.06.

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ARTICLE XV.

PROVISIONS EFFECTIVE UPON CHANGE IN CONTROL OF KCS

15.01 DEFINITIONS OF “CHANGE IN CONTROL OF KCS” . For purposes of this Plan, a “Change in Control of KCS” shall be deemed to have occurred if:

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(a) for any reason at any time less than seventy-five percent (75%) of the members of the Board of Directors of Kansas City Southern, a Delaware corporation, shall be individuals who fall into any of the following categories: (A) individuals who were members of such Board on September 1, 1995; (B) individuals whose election, or nomination for election by KCS’s stockholders, was approved by a vote of at least seventy-five percent (75%) of the members of the Board then still in office who were members of such Board on September 1, 1995; or (C) individuals whose election, or nomination for election, by KCS’s stockholders, was approved by a vote of at least seventy-five percent (75%) of the members of the Board then still in office who were elected in the manner described in (A) or (B) above, or

(b) any “person” (as such term is used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934 (the “Exchange Act”)) shall have become after September 1, 1995, according to a public announcement or filing, without the prior approval of the Board of Directors of KCS, the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of KCS representing forty percent (40%) or more (calculated in accordance with Rule 13d-3) of the combined voting power of KCS’s, then outstanding voting securities (such “person” hereinafter referred to as a “Major Stockholder of KCS”); or

(c) the stockholders of KCS shall have approved a merger, consolidation or dissolution of KCS or a sale, lease, exchange or disposition of all or substantially all of KCS’s assets, or a Major Stockholder of KCS shall have proposed any such transaction, unless such merger, consolidation, dissolution, sale, lease, exchange or disposition shall have been approved by at least seventy-five percent (75%) of the members of the Board of Directors of KCS who are individuals falling into any combination of the following categories: (i) individuals who were members of such Board of Directors on September 1, 1995, (ii) individuals whose election, or nomination for election by KCS’s stockholders, was approved by at least seventy-five percent (75%) of the members of the Board of Directors then still in office who are members of the Board of Directors on September 1, 1995, or (iii) individuals whose election or nomination for election by KCS’s stockholders was approved by a vote of at least seventy-five percent (75%) of the members of the Board then still in office who were elected in the manner described in (i) or (ii) above.

15.02 PROVISIONS EFFECTIVE UPON CHANGE IN CONTROL . Upon a Change in Control of KCS as defined in Section 15.01, notwithstanding what is otherwise provided in this Plan, the following provisions will supersede the indicated sections (including, where applicable, the sections as set forth on Addendum A or Addendum B) and otherwise govern the operation of the Plan from that point forward:

(a) “Section 5.03, Vesting Schedule” shall provide as follows:

5.03 VESTING SCHEDULE . A Participant’s Accrued Benefit derived from Employer contributions shall be one hundred percent (100%) Nonforfeitable at all times.

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(b) A new section numbered “8.10” and entitled “Participant Direction of Investment” shall be added to provide as follows:

8.10 PARTICIPANT DIRECTION OF INVESTMENT . A Participant shall have the right to direct the Trustee with respect to the investment of reinvestment of the assets comprising the Participant’s individual Account only if the Trustee consents in writing to permit such direction. If the Trustee does consent to Participant direction of investment, the Trustee and each Participant shall execute a letter agreement as a part of this Plan containing such conditions, limitations and other provisions they deem appropriate before the Trustee shall follow any Participant direction as respects the investment or reinvestment of any part of the Participant’s individual Account. The Trustee shall not be liable for any loss, or by reason of any breach, resulting from a Participant’s direction of the investment of any part of his individual Account.

(c) Except for the right to amend the Plan pursuant to Section 11.02(a), the Employer shall not exercise its right to amend pursuant to Section 11.02(b), discontinue or terminate pursuant to Section 11.03, or transfer assets of or merge, pursuant to Section 11.05, the Plan without the prior written consent to such aforesaid action by seventy-five percent (75%) of the Participants on a per capita basis.

15.03 RIGHT TO AMEND ARTICLE XV PRIOR TO CHANGE IN CONTROL OF KCS. The Board of Directors of KCS, or any duly authorized committee thereof, reserves the right to amend or eliminate this Article XV prior to the date of a Change in Control of KCS.

ARTICLE XVI.

PROVISIONS APPLICABLE TO ACCOUNTS

TRANSFERRED FROM FORMER MIDSOUTH PLAN

16.01 MIDSOUTH ACCOUNTS. The Advisory Committee shall maintain, in order to reflect each Participant’s Accrued Benefit under the Plan derived from contributions to the MidSouth Rail Corporation Thrift and Savings Plan (“Former MidSouth Plan”), a separate MidSouth Deferral Contributions Account, a separate MidSouth Other Contributions Account and a separate MidSouth Participant Contributions Account (“MidSouth Accounts”) for each Participant (“MidSouth Participant”) in the Former MidSouth Plan who had an account under the Former MidSouth Plan which was transferred to the Former Plan and thereafter transferred to this Plan, except that a MidSouth Participant’s Contribution Account shall be maintained only for a MidSouth Participant who had such an account under the Former MidSouth Plan. The MidSouth Deferral Contributions Account shall reflect a Participant’s Accrued Benefit derived from his deferral contributions to the MidSouth Plan, the MidSouth Participant Contributions Account shall reflect a Participant’s Accrued Benefit derived from his participant contributions to the Former MidSouth Plan, and the MidSouth Other Contributions Account shall reflect a Participant’s Accrued Benefit derived from all other contributions to the Former MidSouth Plan on his behalf. The provisions of this Article XVI shall govern the separate MidSouth Accounts, and with respect to such Accounts, the provisions of this Article XVI shall supersede any other provisions in the Plan to the contrary. Except as provided under this Article XVI, the Trustee shall hold, administer and distribute the MidSouth Accounts in the same manner under the Plan as the similar Account derived from contributions to this Plan.

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The provisions of this Article XVI shall not apply to any Accounts other than the MidSouth Accounts.

A MidSouth Participant’s Accrued Benefit is, at all times, one hundred percent (100%) Nonforfeitable to the extent the value of his Accrued Benefit is derived from the transfer to the Trust of his Account(s) in the Former MidSouth Plan.

16.02 MIDSOUTH PARTICIPANT CONTRIBUTION ACCOUNTS . The Advisory Committee must maintain a separate MidSouth Participant Contributions Account for each MidSouth Participant who had a Participant Contributions Account under the Former MidSouth Plan to reflect the MidSouth Participant’s Accrued Benefit under the Plan derived from his participant contributions to the Former MidSouth Plan. A MidSouth Participant’s Accrued Benefit derived from his Participant contributions as of any applicable date is the balance of his separate MidSouth Participant Contribution Account(s).

A MidSouth Participant, by giving prior written notice to the Trustee, may withdraw all or any part of his MidSouth Participant Contributions Account described in this Section 16.02. A distribution of Participant contributions must comply with the joint and survivor annuity requirements described in this Article XVI, if those requirements apply to the MidSouth Participant. The Trustee, in accordance with the direction of the Advisory Committee, will distribute a Participant’s unwithdrawn MidSouth Participant Contributions Account in accordance with the provisions of this Article XVI applicable to the distribution of the MidSouth Participant’s Nonforfeitable Accrued Benefit derived from his MidSouth Accounts.

16.03 METHOD OF PAYMENT OF ACCRUED BENEFIT . Subject to the annuity distribution requirements, if any, prescribed by Section 16.06, and any restrictions prescribed by Section 16.05, a MidSouth Participant or beneficiary of a MidSouth Participant (“MidSouth Beneficiary”) may elect distribution of his MidSouth Accounts under one, or any combination, of the following methods:

(a) by payment in a lump sum;

(b) by payment in the form of a qualified joint and survivor annuity, as defined in Section 16.06(A). If, as of the annuity starting date, the MidSouth Participant is married, the MidSouth Participant may elect to receive a smaller annuity benefit, having an actuarial value equivalent to the actuarial value of the qualified joint and survivor annuity, with continuation of payments to the surviving spouse at a rate of seventy-five (75%) or one hundred percent (100%) of the rate payable to the MidSouth Participant during his lifetime.

The distribution options permitted under this Section 16.03 are available only if the present value of the MidSouth Participant’s entire Nonrollover Nonforfeitable Accrued Benefit under the Plan, at the time of the distribution to the MidSouth Participant, exceeds $5,000.

The provisions of Article VII shall apply in determining the minimum distribution requirements under Code §401(a)(9) for MidSouth Participants and for MidSouth Beneficiaries.

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16.04 TIME OF PAYMENT AND ACCRUED BENEFIT . Unless, pursuant to Section 6.03 or 16.05, the MidSouth Participant or the MidSouth Beneficiary elects in writing a different time or method of payment, the Advisory Committee will direct the Trustee to commence distribution of a MidSouth Participant’s Nonforfeitable Accrued Benefit derived from his MidSouth Accounts in accordance with this Section 16.04. A MidSouth Participant must consent, in writing, to any distribution required under this Section 16.04 if the present value of the MidSouth Participant’s Nonforfeitable Accrued Benefit, at the time of the distribution to the MidSouth Participant, exceeds and the MidSouth Participant has not attained the later of Normal Retirement Age or age 62. Furthermore, the MidSouth Participant’s spouse also must consent, in writing, to any distribution for which Section 16.06 requires the spouse’s consent. For all purposes of Article VI and this Article XVI, the term “annuity starting date” means the first day of the first period for which the Plan pays an amount as an annuity or in any other form. For purposes of the consent requirements under this Article XVI, if the present value of the MidSouth Participant’s Nonforfeitable Accrued Benefit derived from his MidSouth Accounts, at the time of any distribution, exceeds the Advisory Committee must treat that present value as exceeding for purposes of all subsequent Plan distributions to the MidSouth Participant.

(A) Separation from Service for a Reason Other Than Death.

(1) MidSouth Participant’s Nonforfeitable Accrued Benefit Not Exceeding $1,000. If the MidSouth Participant’s Separation from Service is for any reason other than death, the Advisory Committee will direct the Trustee to distribute the MidSouth Participant’s Nonforfeitable Accrued Benefit derived from his MidSouth Accounts in a lump sum as soon as administratively practicable following the MidSouth Participant’s Separation from Service, but in no event later than the 60th day following the close of the Plan Year in which the MidSouth Participant attains Normal Retirement Age. If the MidSouth Participant has attained Normal Retirement Age when he separates from Service, the distribution under this paragraph will occur no later than the 60th day following the close of the Plan Year in which the MidSouth Participant’s Separation from Service occurs.

(2) MidSouth Participant’s Nonforfeitable Accrued Benefit Exceeds $1,000 . If the MidSouth Participant’s Separation from Service is for any reason other than death, the Advisory Committee will direct the Trustee to distribute the MidSouth Participant’s Nonforfeitable Accrued Benefit derived from his MidSouth Accounts in a form and at the time elected by the MidSouth Participant, pursuant to Section 16.05. In the absence of an election by the MidSouth Participant, the Advisory Committee will direct the Trustee to distribute the MidSouth Participant’s Nonforfeitable Accrued Benefit derived from his MidSouth Accounts in a lump sum (or, if applicable, the normal annuity form of distribution required under Section 16.06), on the 60th day following the close of the Plan Year in which the latest of the following events occurs: (a) the MidSouth Participant attains Normal Retirement Age; (b) the MidSouth Participant attains age 62; or (c) the MidSouth Participant’s Separation from Service.

(B) Required Beginning Date. The provisions of Section 6.01(B) shall determine a MidSouth Participant’s Required Beginning Date.

(C) Death of the MidSouth Participant . The Advisory Committee will direct the Trustee, in accordance with this Section 16.04(C), to distribute to the MidSouth Participant’s Beneficiary the MidSouth Participant’s Nonforfeitable Accrued Benefit derived from his

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MidSouth Accounts remaining in the Trust at the time of the MidSouth Participant’s death. Subject to the requirements of Section 16.06, the Advisory Committee will determine the death benefit by reducing the MidSouth Participant’s Nonforfeitable Accrued Benefit derived from his MidSouth Accounts by any security interest the Plan has against that Nonforfeitable Accrued Benefit derived from his MidSouth Accounts by reason of an outstanding MidSouth Participant loan.

(1) Deceased MidSouth Participant’s Nonrollover Nonforfeitable Accrued Benefit Does Not Exceed $5,000. The Advisory Committee, subject to the requirements of Section 16.06, must direct the Trustee to distribute the deceased MidSouth Participant’s Nonforfeitable Accrued Benefit derived from his MidSouth Accounts in a single cash sum, as soon as administratively practicable following the MidSouth Participant’s death or, if later, the date on which the Advisory Committee receives notification of or otherwise confirms the MidSouth Participant’s death.

(2) Deceased MidSouth Participant’s Nonrollover Nonforfeitable Accrued Benefit Exceeds $5,000. The Advisory Committee will direct the Trustee to distribute the deceased MidSouth Participant’s Nonforfeitable Accrued Benefit derived from his MidSouth Accounts at the time and in the form elected by the MidSouth Participant or, if applicable, by the MidSouth Beneficiary, as permitted under this Article XVI. In the absence of an election, subject to the requirements of Section 16.06, the Advisory Committee will direct the Trustee to distribute the MidSouth Participant’s undistributed Nonforfeitable Accrued Benefit derived from his MidSouth Accounts in a lump sum as soon as administratively practicable following the MidSouth Participant’s death or, if later, the date on which the Advisory Committee receives notification of or otherwise confirms the MidSouth Participant’s death.

If the death benefit is payable in full to the MidSouth Participant’s surviving spouse, the surviving spouse, in addition to the distribution options provided in this Section 16.04(C), may elect distribution at any time or in any form (other than the joint and survivor annuity) this Article XVI would permit for a MidSouth Participant.

(D)Rollovers. The provisions of Section 6.06 shall apply to the MidSouth Accounts.

16.05 BENEFIT PAYMENT ELECTIONS . Not earlier than 180 days before nor later than 30 days before the MidSouth Participant’s annuity starting date, the Plan Administrator must provide a benefit notice to a MidSouth Participant who is eligible to make an election under this Section 16.05. The benefit notice must explain the optional forms of benefit in the Plan, including the material features and relative values of those options, and the MidSouth Participant’s right to defer distribution until he attains the later of Normal Retirement Age or age 62.

Such distribution may commence less than 30 days after the benefit notice is given, provided that:

(1) the Plan Administrator clearly informs the Participant that the Participant has a right to a period of at least 30 days after receiving the notice to consider the decision of whether or not to elect a distribution (and, of applicable, a particular distribution option), and

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(2) the Participant, after receiving the notice, affirmatively elects a distribution.

If a MidSouth Participant or MidSouth Beneficiary makes an election prescribed by this Section 16.05, the Advisory Committee will direct the Trustee to distribute the MidSouth Participant’s Nonforfeitable Accrued Benefit derived from his MidSouth Accounts in accordance with that election. Any election under this Section is subject to the requirements of Section 16.06. The MidSouth Participant or MidSouth Beneficiary must make an election under this Section 16.05 by filing his election form with the Advisory Committee at any time before the Trustee otherwise would commence to pay a MidSouth Participant’s Accrued Benefit derived from his MidSouth Accounts in accordance with the requirements of Article VI and Article XVI.

(A) MidSouth Participant Elections After Separation from Service.

If the present value of a MidSouth Participant’s Nonforfeitable Accrued Benefit exceeds $1,000, he may elect to have the Trustee commence distribution as soon as administratively practicable following the MidSouth Participant’s Separation from Service. The MidSouth Participant may reconsider an election at any time prior to the annuity starting date and elect to commence distribution as of any other distribution date, but not earlier than the date described in the first sentence of this Paragraph (A). Following his attainment of Normal Retirement Age, a MidSouth Participant who has separated from Service may elect distribution as of any distribution date, irrespective of the restrictions otherwise applicable under this Section 16.05(A). If the MidSouth Participant is partially vested in his Accrued Benefit, an election under this Paragraph (A) to distribute prior to the MidSouth Participant’s incurring a Forfeiture Break in Service (as defined in Section 1.14) must be in the form of a cash-out distribution (as defined in Article V). A MidSouth Participant may not receive a cash-out distribution if, prior to the time the Trustee actually makes the cash-out distribution, the MidSouth Participant returns to employment with the Employer.

(B) MidSouth Participant Elections Prior to Separation from Service.

In addition to the distribution options provided in Section 6.03, a MidSouth Participant, until he retires, has a continuing election to receive all or any portion of his MidSouth Deferral Contributions Account and his MidSouth Other Contributions Accounts if: (a) he has attained age 59 1/2 and (b) he is 100% vested in the Account. The procedures set forth in Section 6.03(B) shall apply.

(C) Death Benefit Elections.

If the present value of the deceased MidSouth Participant’s Nonrollover Nonforfeitable Accrued Benefit exceeds $5,000, the MidSouth Participant’s Beneficiary may elect to have the Trustee distribute the MidSouth Participant’s Nonforfeitable Accrued Benefit derived from his MidSouth Accounts in a form and within a period permitted under Section 16.04. The MidSouth Beneficiary’s election is subject to any restrictions designated in writing by the MidSouth Participant and not revoked as of his date of death.

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16.06 ANNUITY DISTRIBUTIONS TO MIDSOUTH PARTICIPANTS AND SURVIVING SPOUSES.

(A) Joint and Survivor Annuity. The Advisory Committee must direct the Trustee to distribute a MidSouth Participant’s Nonforfeitable Accrued Benefit derived from his MidSouth Accounts in the form of a qualified joint and survivor annuity, unless the MidSouth Participant makes a valid waiver election (described in Section 16.07) within the 180-day period ending on the annuity starting date. If, as of the annuity starting date, the MidSouth Participant is married, a qualified joint and survivor annuity is an immediate annuity which is purchasable with the MidSouth Participant’s Nonforfeitable Accrued Benefit derived from his MidSouth Account and which provides a life annuity for the MidSouth Participant and a survivor annuity payable for the remaining life of the MidSouth Participant’s surviving spouse equal to 50% of the amount of the annuity payable during the life of the MidSouth Participant. If, as of the annuity starting date, the MidSouth Participant is not married, a qualified joint and survivor annuity is an immediate life annuity for the MidSouth Participant which is purchasable with the MidSouth Participant’s Nonforfeitable Accrued Benefit derived from his MidSouth Accounts. On or before the annuity starting date, the Advisory Committee, without MidSouth Participant or spousal consent, must direct the Trustee to pay the MidSouth Participant’s Nonforfeitable Accrued Benefit derived from his MidSouth Accounts, in a lump sum, in lieu of a qualified joint and survivor annuity in accordance with Section 16.04, if the MidSouth Participant’s Nonforfeitable Accrued Benefit is not greater than $1,000.

(B) Preretirement Survivor Annuity . If a married MidSouth Participant dies prior to his annuity starting date the Advisory Committee will direct the Trustee to distribute a portion of the MidSouth Participant’s Nonforfeitable Accrued Benefit derived from his MidSouth Accounts to the MidSouth Participant’s surviving spouse in the form of a preretirement survivor annuity, unless the MidSouth Participant has a valid waiver election (as described in Section 16.08) in effect, or unless the MidSouth Participant and his spouse were not married throughout the one year period ending on the date of his death. A preretirement survivor annuity is an annuity which is purchasable with 50% of the MidSouth Participant’s Nonforfeitable Accrued Benefit derived from his MidSouth Accounts (determined as of the date of the MidSouth Participant’s death) and which is payable for the life of the MidSouth Participant’s surviving spouse. The value of the preretirement survivor annuity is attributable to Employer contributions and to Employee contributions in the same proportion as the MidSouth Participant’s Nonforfeitable Accrued Benefit derived from his MidSouth Accounts is attributable to those contributions. The portion of the MidSouth Participant’s Nonforfeitable Accrued Benefit derived from his MidSouth Accounts not payable under this paragraph is payable to the MidSouth Participant’s Beneficiary, in accordance with the other provisions of this Article XVI. If the present value of the preretirement survivor annuity does not exceed $5,000, the Advisory Committee, on or before the annuity starting date, must direct the Trustee to make a lump sum distribution to the MidSouth Participant’s surviving spouse, in lieu of a preretirement survivor annuity.

(C) Surviving Spouse Elections. If the present value of the preretirement survivor annuity exceeds $5,000, the MidSouth Participant’s surviving spouse may elect to have the Trustee commence payment of the preretirement survivor annuity at any time following the date of the MidSouth Participant’s death, but not later than the mandatory distribution periods described in Section 16.04, and may elect any form of payment described in Section 16.03, in

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lieu of the preretirement survivor annuity. In the absence of an election by the surviving spouse, the Advisory Committee must direct the Trustee to distribute the preretirement survivor annuity on the first distribution date following the close of the Plan Year in which the latest of the following events occurs: (i) the MidSouth Participant’s death; (ii) the date the Advisory Committee receives notification of or otherwise confirms the MidSouth Participant’s death, (iii) the date the MidSouth Participant would have attained Normal Retirement Age; or (iv) the date the MidSouth Participant would have attained age 62.

(D) Special Rules. If the MidSouth Participant has in effect a valid waiver election regarding the qualified joint and survivor annuity or the preretirement survivor annuity, the Advisory Committee must direct the Trustee to distribute the MidSouth Participant’s Nonforfeitable Accrued Benefit derived from his MidSouth Accounts in accordance with Sections 16.03, 16.04 and 16.05. The Advisory Committee will reduce the MidSouth Participant’s Nonforfeitable Accrued Benefit derived from his MidSouth Accounts by any security interest (pursuant to any offset rights authorized by Section 16.11) held by the Plan by reason of a MidSouth Participant loan to determine the value of the MidSouth Participant’s Nonforfeitable Accrued Benefit derived from his MidSouth Accounts distributable in the form of a qualified joint and survivor annuity or preretirement survivor annuity, provided any post-August 18, 1985, loan satisfied the spousal consent requirement described in Section 16.11 of the Plan. For purposes of applying this Article XVI, the Advisory Committee treats a former spouse as the MidSouth Participant’s spouse or the surviving spouse to the extent provided under a qualified domestic relations order described in Section 6.05. The provisions of this Article XVI apply separately to the portion of the MidSouth Participant’s Nonforfeitable Accrued Benefit derived from his MidSouth Accounts subject to the qualified domestic relations order and to the portion of the MidSouth Participant’s Nonforfeitable Accrued Benefit derived from his MidSouth Accounts not subject to that order.

(E) Limited Application of Section. The preceding provisions of this Section 16.06 apply only to (1) a MidSouth Participant as respects whom the Plan is a direct or indirect transferee from a plan subject to the Code §417 requirements and the Plan received the transfer after December 31, 1984, unless the transfer is an elective transfer described in Section 11.05; (2) a MidSouth Participant who is eligible to and who elects a life annuity distribution; and (3) a MidSouth Participant whose benefits under a defined benefit plan are offset by benefits provided under this Plan. Sections 16.07 and 16.08 only apply to MidSouth Participants to whom the preceding provisions of this Section 16.06 apply.

16.07 WAIVER ELECTION-QUALIFIED JOINT AND SURVIVOR ANNUITY. Within 180 days, but not later than 30 days, before the MidSouth Participant’s annuity starting date, the Advisory Committee must provide the MidSouth Participant a written explanation of the terms and conditions of the qualified joint and survivor annuity, the MidSouth Participant’s right to make, and the effect of, an election to waive the joint and survivor form of benefit, the rights of the MidSouth Participant’s spouse regarding the waiver election, and the MidSouth Participant’s right to make, and the effect of, a revocation of a waiver election. The Plan does not limit the number of times the MidSouth Participant may revoke a waiver of the qualified joint and survivor annuity or make a new waiver during the election period.

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A married MidSouth Participant’s waiver election is not valid unless (a) the MidSouth Participant’s spouse (to whom the survivor annuity is payable under the qualified joint and survivor annuity), after the MidSouth Participant has received the written explanation described in this Section 16.07, has consented in writing to the waiver election, the spouse’s consent acknowledges the effect of the election, and a notary public or the Plan Administrator (or his representative) witnesses the spouse’s consent, (b) the spouse consents to the alternate form of payment designated by the MidSouth Participant or to any change in that designated form of payment, and (c) unless the spouse is the MidSouth Participant’s sole primary MidSouth Beneficiary, the spouse consents to the MidSouth Participant’s Beneficiary designation or to any change in the MidSouth Participant’s Beneficiary designation. The spouse’s consent to a waiver of the qualified joint and survivor annuity is irrevocable, unless the MidSouth Participant revokes the waiver election. The spouse may execute a blanket consent to any form of payment designation or to any Beneficiary designation made by the MidSouth Participant, if the spouse acknowledges the right to limit that consent to a specific designation but, in writing, waives that right. The consent requirements of this Section 16.07 apply to a former spouse of a MidSouth Participant, to the extent required under a qualified domestic relations order described in Section 6.05.

The Advisory Committee will accept as valid a waiver election which does not satisfy the spousal consent requirements if the Advisory Committee establishes the MidSouth Participant does not have a spouse, the Advisory Committee is not able to locate the MidSouth Participant’s spouse, the MidSouth Participant is legally separated or has been abandoned (within the meaning of State law) and the MidSouth Participant has a court order to that effect, or other circumstances exist under which the Secretary of the Treasury will excuse the consent requirement. If the MidSouth Participant’s spouse is legally incompetent to give consent, the spouse’s legal guardian (even if the guardian is the MidSouth Participant) may give consent.

16.08 WAIVER ELECTION—PRERETIREMENT SURVIVOR ANNUITY. The Advisory Committee must provide a written explanation of the preretirement survivor annuity to each married MidSouth Participant, within the following period which ends last: (1) the period beginning on the first day of the Plan Year in which the MidSouth Participant attains age 32 and ending on the last day of the Plan Year in which the MidSouth Participant attains age 34; (2) a reasonable period after an Employee becomes a MidSouth Participant; (3) a reasonable period after the joint and survivor rules become applicable to the MidSouth Participant; or (4) a reasonable time after a fully subsidized preretirement survivor annuity no longer satisfies the requirements of a fully subsidized benefit. A reasonable period described in clauses (2), (3) and (4) is the period beginning one year before and ending one year after the applicable event. If the MidSouth Participant separates from Service before attaining age 35, clauses (1), (2), (3) and (4) do not apply and the Advisory Committee must provide the written explanation within the period beginning one year before and ending one year after the Separation from Service. The written explanation must describe, in a manner consistent with Treasury Regulations, the terms and conditions of the preretirement survivor annuity comparable to the explanation of the qualified joint and survivor annuity required under Section 16.06. The Plan does not limit the number of times the MidSouth Participant may revoke a waiver of the preretirement survivor annuity or make a new waiver during the election period.

A MidSouth Participant’s waiver election of the preretirement survivor annuity is not valid unless (a) the MidSouth Participant makes the waiver election no later than the first day of the Plan Year in which he attains age 35 and (b) the MidSouth Participant’s spouse (to whom the preretirement survivor annuity is payable) satisfies the consent requirements described in Section

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16.06, except the spouse need not consent to the form of benefit payable to the designated MidSouth Beneficiary. The spouse’s consent to the waiver of the preretirement survivor annuity is irrevocable, unless the MidSouth Participant revokes the waiver election. Irrespective of the time of election requirement described in clause (a), if the MidSouth Participant separates from Service prior to the first day of the Plan Year in which he attains age 35, the Advisory Committee will accept a waiver election as respects the MidSouth Participant’s Accrued Benefit attributable to his Service prior to this Separation from Service. Furthermore, if a MidSouth Participant who has separated from Service makes a valid waiver election, except for the timing requirement of clause (a), the Plan Administrator will accept that election as valid, but only until the first day of the Plan Year in which the MidSouth Participant attains age 35. A waiver election described in this paragraph is not valid unless made after the MidSouth Participant has received the written explanation described in this Section 16.08.

16.09 COORDINATION WITH SURVIVOR REQUIREMENTS. If the joint and survivor requirements of Article XVI apply to the MidSouth Participant, neither Section 9.01 nor this Section 16.09 impose any special spousal consent requirements on the MidSouth Participant’s Beneficiary designation. However, in the absence of spousal consent (as required by Article VI and Article XVI) to the MidSouth Participant’s Beneficiary designation: (1) any waiver of the joint and survivor annuity or of the preretirement survivor annuity is not valid; and (2) if the MidSouth Participant dies prior to his annuity starting date, the MidSouth Participant’s Beneficiary designation will apply only to the portion of the death benefit which is not payable as a preretirement survivor annuity. Regarding clause (2), if the MidSouth Participant’s surviving spouse is a primary Beneficiary under the MidSouth Participant’s Beneficiary designation, the Trustee will satisfy the spouse’s interest in the MidSouth Participant’s death benefit first from the portion which is payable as a preretirement survivor annuity.

16.10 PARTICIPANT LOANS. Effective for Plan Years beginning after December 31, 1993, the Trustee shall not make any new loans to MidSouth Participants or MidSouth Beneficiaries.

16.11 VESTING SCHEDULE FOR REPAID AMOUNTS. If a former MidSouth Participant in the Former MidSouth Plan received a cash-out distribution when he was less than 100% vested and repays his distribution pursuant to Section 5.04 of the Former MidSouth Plan, his Accrued Benefit shall be, at all times, one hundred percent (100%) Nonforfeitable to the extent the value of his Accrued Benefit is derived from his MidSouth Accounts.

ARTICLE XVII.

PROVISIONS APPLICABLE TO ACCOUNTS

TRANSFERRED FROM FORMER GATEWAY PLAN

17.01 GATEWAY ACCOUNTS. The Advisory Committee shall maintain, in order to reflect each Participant’s Accrued Benefit under the Plan derived from contributions to the Gateway Western 401(k) Plan (“Former Gateway Plan”), a separate Gateway Deferral Contributions Account, a separate Gateway Rollover Contributions Account, a separate Gateway Voluntary Contributions Account, and a separate Gateway Matching Contributions Account (“Gateway Accounts”) for each Participant in the Former Gateway Plan (“Gateway Participant”) who had an account under the Former Gateway Plan, except that a Gateway Rollover Contributions Account shall be maintained only for a Gateway Participant who had such an

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account under the Former Gateway Plan, and a Gateway Voluntary Contributions Account shall be maintained only for a Gateway Participant who had such an account under the Former Gateway Plan. The Gateway Deferral Contributions Account shall reflect a Participant’s Accrued Benefit derived from his deferral contributions to the Former Gateway Plan, the Gateway Rollover Contributions Account shall reflect a Participant’s Accrued Benefit derived from his rollover contributions to the Former Gateway Plan, the Gateway Voluntary Contributions Account shall reflect a Participant’s Accrued Benefit derived from his voluntary after-tax contributions to the Former Gateway Plan and the Gateway Matching Contributions Account shall reflect a Participant’s Accrued Benefit derived from all matching contributions to the Former Gateway Plan on his behalf. The provisions of this Article XVII shall govern the separate Gateway Accounts, and with respect to such Accounts, the provisions of this Article XVII shall supersede any other provisions in the Plan to the contrary. Except as provided under this Article XVII, the Trustee shall hold, administer and distribute the Gateway Accounts in the same manner under the Plan as the similar Account derived from contributions to this Plan.

The provisions of this Article XVII shall not apply to any Accounts other than the Gateway Accounts.

A Gateway Participant’s early retirement age under the Plan shall be 55.

17.02 SPECIAL WITHDRAWAL RIGHTS. A Gateway Participant, by giving prior written notice to the Trustee, may withdraw all or any part of his Gateway Voluntary Contributions Account described in this Section 17.02 at any time, provided, however, that a Gateway Participant may make no more than two such withdrawals in any 12-month period. A distribution of voluntary contributions must comply with the joint and survivor annuity requirements described in this Article XVII, if those requirements apply to the Gateway Participant. The Trustee, in accordance with the direction of the Advisory Committee, will distribute a Participant’s unwithdrawn Gateway Voluntary Contributions Account in accordance with the provisions of this Article XVII applicable to the distribution of the Gateway Participant’s Nonforfeitable Accrued Benefit derived from his Gateway Accounts.

17.03 METHOD OF PAYMENT OF ACCRUED BENEFIT. Subject to the annuity distribution requirements, if any, prescribed by Section 17.06, and any restrictions prescribed by Section 17.05, a Gateway Participant or the beneficiary of a Gateway Participant (“Gateway Beneficiary”) may elect distribution of his Gateway Accounts under one, or any combination, of the following methods:

(a) by payment in a lump sum;

(b) by payment in the form of a single life annuity;

(c) by payment in the form of a single life annuity with certain periods of five, ten, or fifteen years;

(d) by payment in the form of a single life annuity with installment refund;

(e) by payment in the form of a qualified joint and survivor annuity, as defined in Section 17.06(A). As of the annuity starting date, the Gateway Participant may elect to receive a smaller annuity benefit, having an actuarial value equivalent to the

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actuarial value of the qualified joint and survivor annuity, with continuation of payments to the beneficiary at a rate of 100% of the rate payable to the Gateway Participant during his lifetime;

(f) fixed period annuities for any period of whole months which is not less than 60 and does not exceed the life expectancy of the Gateway Participant and named beneficiary where the life expectancy is not recalculated;

(g) a series of installments chosen by the Participant. The Participant may choose at any time to have the balance of his account paid in a different form permitted under this Section 17.03.

If the Gateway Participant’s Accrued Benefit is distributed in the form of an annuity purchased from an insurance company, distributions thereunder shall be made in accordance with the requirements of Code § 401(a)(9) and the regulations thereunder. Any annuity contract distributed shall be nontransferable.

A series of installment payments shall not be available as a death benefit if the Gateway Beneficiary is riot the spouse of the deceased Gateway Participant.

The distribution options permitted under this Section 17.03 are available only if the present value of the Gateway Participant’s entire Nonrollover Nonforfeitable Accrued Benefit under the Plan, at the time of the distribution to the Gateway Participant, exceeds $5,000.

The provisions of Article VII shall apply in determining the minimum distribution requirements for Gateway Participants, and in determining the minimum distribution requirements for Gateway Beneficiaries.

17.04 TIME OF PAYMENT AND ACCRUED BENEFIT . Unless, pursuant to Section 17.05, the Gateway Participant or the Gateway Beneficiary elects in writing a different time or method of payment, the Advisory Committee will direct the Trustee to commence distribution of a Gateway Participant’s Nonforfeitable Accrued Benefit derived from his Gateway Accounts in accordance with this Section 17.04. A Gateway Participant must consent, in writing, to any distribution required under this Section 17.04 if the present value of the Gateway Participants Nonforfeitable Accrued Benefit, at the time of the distribution to the Gateway Participant, exceeds $1,000 and the Gateway Participant has not attained the later of Normal Retirement Age or age 62. Furthermore, the Gateway Participant’s spouse also must consent, in writing, to any distribution for which Section 17.06 requires the spouse’s consent. For all purposes of Article VI and this Article XVII, the term “annuity starting date” means the first day of the first period for which the Plan pays an amount as an annuity or in any other form. For purposes of the consent requirements under this Article XVII, if the present value of the Gateway Participant’s Nonforfeitable Accrued Benefit derived from his Gateway Accounts, at the time of any distribution, exceeds $1,000, the Advisory Committee must treat that present value as exceeding $1,000 for purposes of all subsequent Plan distributions to the Gateway Participant.

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(A) Separation from Service for a Reason Other Than Death.

(1) Gateway Participant’s Nonforfeitable Accrued Benefit Not Exceeding $1,000. If the Gateway Participant’s Separation from Service is for any reason other than death, the Advisory Committee will direct the Trustee to distribute the Gateway Participant’s Nonforfeitable Accrued Benefit derived from his Gateway Accounts in a lump sum as soon as administratively practicable following the Gateway Participant’s Separation from Service, but in no event later than the 60th day following the close of the Plan Year in which the Gateway Participant attains Normal Retirement Age. If the Gateway Participant has attained Normal Retirement Age when he separates from Service, the distribution under this paragraph will occur no later than the 60th day following the close of the Plan Year in which the Gateway Participant’s Separation from Service occurs.

(2) Gateway Participant’s Nonforfeitable Accrued Benefit Exceeds $1,000. If the Gateway Participant’s Separation from Service is for any reason other than death, the Advisory Committee will direct the Trustee to distribute the Gateway Participant’s Nonforfeitable Accrued Benefit derived from his Gateway Accounts in a form and at the time elected by the Gateway Participant, pursuant to Section 17.05. In the absence of an election by the Gateway Participant, the Advisory Committee will direct the Trustee to distribute the Gateway Participant’s Nonforfeitable Accrued Benefit derived from his Gateway Accounts in a lump sum (or, if applicable, the normal annuity form of distribution required under Section 19.06), on the 60th day following the close of the Plan Year in which the latest of the following events occurs: (a) the Gateway Participant attains Normal Retirement Age; (b) the Gateway Participant attains age 62; or (c) the Gateway Participant’s Separation from Service.

(B) Required Beginning Date. The provisions of Section 6.01(B) shall determine a Gateway Participants Required Beginning Date.

(C) Death of the Gateway Participant. The Advisory Committee will direct the Trustee, in accordance with this Section 17.04(C), to distribute to the Gateway Beneficiary the Gateway Participant’s Nonforfeitable Accrued Benefit derived from his Gateway Accounts remaining in the Trust at the time of the Gateway Participant’s death.

(1) Deceased Gateway Participant’s Nonrollover Nonforfeitable Accrued Benefit Does Not Exceed $5,000. The Advisory Committee, subject to the requirements of Section 17.06, must direct the Trustee to distribute the deceased Gateway Participant’s Nonforfeitable Accrued Benefit derived from his Gateway Accounts in a single cash sum, as soon as administratively practicable following the Gateway Participant’s death or, if later, the date on which the Advisory Committee receives notification of or otherwise confirms the Gateway Participant’s death.

(2) Deceased Gateway Participant’s Nonrollover Nonforfeitable Accrued Benefit Exceeds $5,000. The Advisory Committee will direct the Trustee to distribute the deceased Gateway Participant’s Nonforfeitable Accrued Benefit derived from his Gateway Accounts at the time and in the form elected by the Gateway Participant or, if applicable, by the Gateway Beneficiary, as permitted under this Article XVII.

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If the death benefit is payable in full to the Gateway Participant’s surviving spouse, the surviving spouse, in addition to the distribution options provided in this Section 17.04(C), may elect distribution at any time or in any form (other than the joint and survivor annuity) this Article XVII would permit for a Gateway Participant.

(D) Rollovers. The provisions of Section 6.06 shall apply to the Gateway Accounts.

17.05 BENEFIT PAYMENT ELECTIONS. Not earlier than 180 days before nor later than 30 days before the Gateway Participant’s annuity starting date, the Plan Administrator must provide a benefit notice to a Gateway Participant who is eligible to make an election under this Section 17.05. The benefit notice must explain the optional forms of benefit in the Plan, including the material features and relative values of those options, and the Gateway Participant’s right to defer distribution until he attains the later of Normal Retirement Age or age 62.

Such distribution may commence less than 30 days after the benefit notice is given, provided that:

(1) The Plan Administrator clearly informs the Participant that the Participant has a right to a period of at least 30 days after receiving the notice to consider the decision of whether or not to elect a distribution (and, if applicable, a particular distribution option), and

(2) The Participant, after receiving the notice, affirmatively elects a distribution.

If a Gateway Participant or Gateway Beneficiary makes an election prescribed by this Section 17.05, the Advisory Committee will direct the Trustee to distribute the Gateway Participant’s Nonforfeitable Accrued Benefit derived from his Gateway Accounts in accordance with that election. Any election under this Section is subject to the requirements of Section 17.06. The Gateway Participant or Gateway Beneficiary must make an election under this Section 17.05 by filing his election form with the Advisory Committee at any time before the Trustee otherwise would commence to pay a Gateway Participant’s Accrued Benefit derived from his Gateway Accounts in accordance with the requirements of Article VI and Article XVII.

(A) Gateway Participant Elections After Separation from Service.

If the present value of a Gateway Participant’s Nonforfeitable Accrued Benefit exceeds $1,000, he may elect to have the Trustee commence distribution as soon as administratively practicable following the Gateway Participant’s Separation from Service. The Gateway Participant may reconsider an election at any time prior to the annuity starting date and elect to commence distribution as of any other distribution date, but not earlier than the date described in the first sentence of this Paragraph (A). Following his attainment of Normal Retirement Age, a Gateway Participant who has separated from Service may elect distribution as of any distribution date, irrespective of the restrictions otherwise applicable under this Section 17.05(A).

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(B) Gateway Participant Elections Prior to Separation from Service.

In addition to the distribution options provided in Section 6.03, a Gateway Participant, until he retires, has a continuing election to receive all or any portion of his Gateway Deferral Contributions Account if: (a) he has attained age 59  ¹ / 2 and (b) he is 100% vested in the Account. The procedures set forth in Section 6.03(B) shall apply. Any distribution is subject to the requirements of Section 19.06.

(C) Death Benefit Elections.

If the present value of the deceased Gateway Participant’s Nonrollover Nonforfeitable Accrued Benefit exceeds $5,000, the Gateway Beneficiary may elect to have the Trustee distribute the Gateway Participant’s Nonforfeitable Accrued Benefit derived from his Gateway Accounts in a form and within a period permitted under Section 17.04. The Gateway Beneficiary’s election is subject to any restrictions designated in writing by the Gateway Participant and not revoked as of his date of death.

17.06 ANNUITY DISTRIBUTIONS TO GATEWAY PARTICIPANTS AND SURVIVING SPOUSES.

(A) Joint and Survivor Annuity. The Advisory Committee must direct the Trustee to distribute a Gateway Participant’s Nonforfeitable Accrued Benefit derived from his Gateway Accounts in the form of a qualified joint and survivor annuity, unless the Gateway Participant makes a valid waiver election (described in Section 17.07) within the 180-day period ending on the annuity starting date. If, as of the annuity starting date, the Gateway Participant is married, a qualified joint and survivor annuity is an immediate annuity which is purchasable with the Gateway Participant’s Nonforfeitable Accrued Benefit derived from his Gateway Account and which provides a life annuity for the Gateway Participant and a survivor annuity payable for the remaining life of the Gateway Participant’s surviving spouse equal to 50% of the amount of the annuity payable during the life of the Gateway Participant. If, as of the annuity starting date, the Gateway Participant is not married, a qualified joint and survivor annuity is an immediate life annuity for the Gateway Participant which is purchasable with the Gateway Participant’s Nonforfeitable Accrued Benefit derived from his Gateway Accounts. On or before the annuity starting date, the Advisory Committee, without Gateway Participant or spousal consent, must direct the Trustee to pay the Gateway Participant’s Nonforfeitable Accrued Benefit derived from his Gateway Accounts, in a lump sum, in lieu of a qualified joint and survivor annuity in accordance with Section 17.04, if the Gateway Participant’s Nonforfeitable Accrued Benefit is not greater than $1,000.

(B) Preretirement Survivor Annuity. If a married Gateway Participant dies prior to his annuity starting date the Advisory Committee will direct the Trustee to distribute a portion of the Gateway Participant’s Nonforfeitable Accrued Benefit derived from his Gateway Accounts to the Gateway Participant’s surviving spouse in the form of a preretirement survivor annuity, unless the Gateway Participant has a valid waiver election (as described in Section 17.08) in effect, or unless the Gateway Participant and his spouse were not married throughout the one year period ending on the date of his death. A preretirement survivor annuity is an annuity which is purchasable with 50% of the Gateway Participants Nonforfeitable Accrued Benefit derived from his Gateway Accounts (determined as of the date of the Gateway Participant’s

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death) and which is payable for the life of the Gateway Participant’s surviving spouse. The value of the preretirement survivor annuity is attributable to Employer contributions and to Employee contributions in the same proportion as the Gateway Participant’s Nonforfeitable Accrued Benefit derived from his Gateway Accounts is attributable to those contributions. The portion of the Gateway Participant’s Nonforfeitable Accrued Benefit derived from his Gateway Accounts not payable under this paragraph is payable to the Gateway Participant’s Beneficiary, in accordance with the other provisions of this Article XVII. If the present value of the preretirement survivor annuity does not exceed $5,000, the Advisory Committee, on or before the annuity starting date, must direct the Trustee to make a lump sum distribution to the Gateway Participant’s surviving spouse, in lieu of a preretirement survivor annuity.

(C) Surviving Spouse Elections. If the present value of the preretirement survivor annuity exceeds $5,000, the Gateway Participant’s surviving spouse may elect to have the Trustee commence payment of the preretirement survivor annuity at any time following the date of the Gateway Participant’s death, but not later than the mandatory distribution periods described in Section 17.04, and may elect any form of payment described in Section 17.03, in lieu of the preretirement survivor annuity. In the absence of an election by the surviving spouse, the Advisory Committee must direct the Trustee to distribute the preretirement survivor annuity on the first distribution date following the close of the Plan Year in which the latest of the following events occurs: (i) the Gateway Participant’s death; (ii) the date the Advisory Committee receives notification of or otherwise confirms the Gateway Participant’s death; (iii) the date the Gateway Participant would have attained Normal Retirement Age; or (iv) the date the Gateway Participant would have attained age 62.

(D) Special Rules. If the Gateway Participant has in effect a valid waiver election regarding the qualified joint and survivor annuity or the preretirement survivor annuity, the Advisory Committee must direct the Trustee to distribute the Gateway Participant’s Nonforfeitable Accrued Benefit derived from his Gateway Accounts in accordance with Sections 17.03, 17.04 and 17.05. For purposes of applying this Article XVII, the Advisory Committee treats a former spouse as the Gateway Participant’s spouse or the surviving spouse to the extent provided under a qualified domestic relations order described in Section 6.05. The provisions of this Article XVII apply separately to the portion of the Gateway Participant’s Nonforfeitable Accrued Benefit derived from his Gateway Accounts subject to the qualified domestic relations order and to the portion of the Gateway Participant’s Nonforfeitable Accrued Benefit derived from his Gateway Accounts not subject to that order.

Limited Application of Section. The preceding provisions of this Section 17.06 apply only to (1) a Gateway Participant as respects whom the Plan is a direct or indirect transferee from a plan subject to the Code § 417 requirements and the Plan received the transfer after December 31, 1984, unless the transfer is an elective transfer described in Section 11.05; (2) a Gateway Participant or Gateway Beneficiary who is eligible to and who elects a life annuity distribution; and (3) a Gateway Participant whose benefits under a defined benefit plan are offset by benefits provided under this Plan. Sections 17.07 and 17.08 only apply to a Gateway Participant or Gateway Beneficiary to whom the preceding provisions of this Section 17.06 apply.

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17.07 WAIVER ELECTION – QUALIFIED JOINT AND SURVIVOR ANNUITY. Within 180 days, but not later than 30 days, before the Gateway Participants annuity starting date, the Advisory Committee must provide the Gateway Participant a written explanation of the terms and conditions of the qualified joint and survivor annuity, the Gateway Participant’s right to make, and the effect of, an election to waive the joint and survivor form of benefit, the rights of the Gateway Participant’s spouse regarding the waiver election, and the Gateway Participant’s right to make, and the effect of, a revocation of a waiver election. The Plan does not limit the number of times the Gateway Participant may revoke a waiver of the qualified joint and survivor annuity or make a new waiver during the election period.

A married Gateway Participants waiver election is not valid unless (a) the Gateway Participant’s spouse (to whom the survivor annuity is payable under the qualified joint and survivor annuity), after the Gateway Participant has received the written explanation described in this Section 17.07, has consented in writing to the waiver election, the spouse’s consent acknowledges the effect of the election, and a notary public as the Plan Administrator (or his representative) witnesses the spouse’s consent, (b) the spouse consents to the alternate form of payment designated by the Gateway Participant or to any change in that designated form of payment, and (c) unless the spouse is the Gateway Participant’s sole primary Beneficiary, the spouse consents to the Gateway Participant’s Beneficiary designation or to any change in the Gateway Participant’s Beneficiary designation. The spouse’s consent to a waiver of the qualified joint and survivor annuity is irrevocable, unless the Gateway Participant revokes the waiver election. The spouse may execute a blanket consent to any form of payment designation or to any Beneficiary designation made by the Gateway Participant, if the spouse acknowledges the right to limit that consent to a specific designation but, in writing, waives that right. The consent requirements of this Section 17.07 apply to a former spouse of a Gateway Participant, to the extent required under a qualified domestic relations order described in Section 6.05.

The Advisory Committee will accept as valid a waiver election which does not satisfy the spousal consent requirements if the Advisory Committee establishes the Gateway Participant does not have a spouse, the Advisory Committee is not able to locate the Gateway Participant’s spouse, the Gateway Participant is legally separated or has been abandoned (within the meaning of State law) and the Gateway Participant has a court order to that effect, or other circumstances exist under which the Secretary of the Treasury will excuse the consent requirement. If the Gateway Participant’s spouse is legally incompetent to give consent, the spouse’s legal guardian (even if the guardian is the Gateway Participant) may give consent.

17.08 WAIVER ELECTION - PRERETIREMENT SURVIVOR ANNUITY. The Advisory Committee must provide a written explanation of the preretirement survivor annuity to each married Gateway Participant, within the following period which ends last: (1) the period beginning on the first day of the Plan Year in which the Gateway Participant attains age 32 and ending on the last day of the Plan Year in which the Gateway Participant attains age 34; (2) a reasonable period after an Employee becomes a Gateway Participant; (3) a reasonable period after the joint and survivor rules become applicable to the Gateway Participant; or (4) a reasonable time after a fully subsidized preretirement survivor annuity no longer satisfies the requirements of a fully subsidized benefit. A reasonable period described in clauses (2), (3) and (4) is the period beginning one year before and ending one year after the applicable event. If the Gateway Participant separates from Service before attaining age 35, clauses (1), (2), (3) and (4) do not apply and the Advisory Committee must provide the written explanation within the period beginning one year before and ending one year after the Separation from Service. The written explanation must describe, in a manner consistent with Treasury Regulations, the terms and

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conditions of the preretirement survivor annuity comparable to the explanation of the qualified joint and survivor annuity required under Section 17.06. The Plan does not limit the number of times the Gateway Participant may revoke a waiver of the preretirement survivor annuity or make a new waiver during the election period.

A Gateway Participants waiver election of the preretirement survivor annuity is not valid unless (a) the Gateway Participant makes the waiver election no later than the first day of the Plan Year in which he attains age 35 and (b) the Gateway Participant’s spouse (to whom the preretirement survivor annuity is payable) satisfies the consent requirements described in Section 17.06, except the spouse need not consent to the form of benefit payable to the designated Gateway Beneficiary. The spouse’s consent to the waiver of the preretirement survivor annuity is irrevocable, unless the Gateway Participant revokes the waiver election. Irrespective of the time of election requirement described in clause (a), if the Gateway Participant separates from Service prior to the first day of the Plan Year in which he attains age 35, the Advisory Committee will accept a waiver election as respects the Gateway Participant’s Accrued Benefit attributable to his Service prior to this Separation from Service. Furthermore, if a Gateway Participant who has separated from Service makes a valid waiver election, except for the timing requirement of clause (a), the Plan Administrator will accept that election as valid, but only until the first day of the Plan Year in which the Gateway Participant attains age 35. A waiver election described in this paragraph is not valid unless made after the Gateway Participant has received the written explanation described in this Section 17.08.

17.09 COORDINATION WITH SURVIVOR REQUIREMENTS. If the joint and survivor requirements of Article XVII apply to the Gateway Participant, neither Section 9.01 nor this Section 17.09 impose any special spousal consent requirements on the Gateway Participant’s Beneficiary designation. However, in the absence of spousal consent (as required by Article VI and Article XVII) to the Gateway Participant’s Beneficiary designation: (1) any waiver of the joint and survivor annuity or of the preretirement survivor annuity is not valid; and (2) if the Gateway Participant dies prior to his annuity starting date, the Gateway Participant’s Beneficiary designation will apply only to the portion of the death benefit which is not payable as a preretirement survivor annuity. Regarding clause (2), if the Gateway Participant’s surviving spouse is a primary Beneficiary under the Gateway Participant’s Beneficiary designation, the

17.10 SATISFACTION . Trustee will satisfy the spouse’s interest in the Gateway Participant’s death benefit first from the portion which is payable as a preretirement survivor annuity.

ARTICLE XVIII.

PARTICIPANT LOANS.

18.01 LOAN POLICY. The Advisory Committee is authorized in its discretion to establish a Participant loan policy effective as of such date, if any, as determined by the Advisory Committee. The loan policy (“Loan Policy”) shall be a written document setting forth the specific provisions for Participant loans. The Loan Policy will apply to Participants specified in the Loan Policy. A copy of the Loan Policy shall be kept on file by the Plan Administrator, and provided to Participants upon request. The Loan Policy shall include (1) the identity of the person or position authorized to administer the Participant loan program; (2) a procedure for applying for loans; (3) the basis on which loans shall be approved or denied; (4) limitations (if

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any) on the types and amounts of loans offered; (5) the procedure under the program for determining a reasonable rate of interest; (6) the types of collateral which may secure a Participant loan; (7) the events constituting default and the steps that shall be taken to preserve Plan assets in the event of such default; and (8) all other information sufficient to apprise all possible borrowers of the scope and procedures of the loan program. Loans under the Loan Policy shall be available to Plan Participants on a nondiscriminatory basis. The Advisory Committee may revise the Loan Policy from time to time.

IN WITNESS WHEREOF, the Kansas City Southern has executed this amended and restated Plan in Kansas City, Missouri as of this 7th day of August, 2009.

KANSAS CITY SOUTHERN

401(k) AND PROFIT SHARING PLAN

EXHIBIT A

RAILWAY UNION EMPLOYEES AND PARTICIPANTS

January 1, 2009

Employees of The Kansas City Southern Railway Company who are members of the following unions are Employees for purposes of the Railway Union provisions of the Plan to the extent Plan participation is required under the provisions of the applicable collective bargaining agreement:

Transportation Communications International Union (Clerks)

Brotherhood Railway Carmen—Division of Transportation Communications International Union

Brotherhood of Railroad Signalmen

National Conference of Fireman and Oilers

The American Railway and Airway Supervisors Association – Division of Transportation Communications International Union

American Train Dispatchers Association

KANSAS CITY SOUTHERN

401(k) AND PROFIT SHARING PLAN

EXHIBIT B

MIDSOUTH RAIL UNION EMPLOYEES AND PARTICIPANTS

January 1, 2009

Employees of The Kansas City Southern Railway Company who are members of the following unions are Employees for purposes of the MidSouth Rail Union provisions of the Plan to the extent Plan participation is required under the provisions of the applicable collective bargaining agreement:

Brotherhood of Maintenance of Way Employees

Brotherhood of Railroad Signalmen

Brotherhood of Railway Carmen

United Transportation Union

International Brotherhood of Electrical Workers

Brotherhood of Locomotive Engineers

International Association of Machinists and Aerospace Workers

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KANSAS CITY SOUTHERN

401(k) AND PROFIT SHARING PLAN

ADDENDUM A

RAILWAY UNION PROVISIONS

The provisions of this Addendum A apply as provided under the Plan with respect to Railway Union Participants.

2.02 YEAR OF SERVICE PARTICIPATION . For purposes of an Employee’s participation in the Plan under Section 2.01, the Plan does not apply any minimum Hour of Service requirement. The Plan does not require an Employee who terminates employment to establish a new Employment Commencement Date if re employed by the Employer.

ARTICLE III.

EMPLOYER CONTRIBUTIONS AND FORFEITURES AND PARTICIPANT

CONTRIBUTIONS

3.01 AMOUNT .

(A) Contribution Formula . For each Plan Year, the Employer shall contribute to the Trust the following amounts:

Deferral Contributions . The amount by which the Participants have elected to have their Compensation for the Plan Year reduced and contributed to the Trust as deferral contributions pursuant to their salary reduction agreements on file with the Advisory Committee.

Catch-up Contributions . The amount of deferral contributions determined to be catch-up contributions in accordance with Section 3.04 of this Addendum A.

The Employer shall make its contribution under the Plan irrespective of whether it has net profits. Although the Employer may contribute to this Plan irrespective of whether it has net profits, the Employer intends this plan to be a profit sharing plan for all purposes under the Code. The Employer shall not make a contribution to the Trust for any Plan Year to the extent the contribution would exceed the Participants’ “Maximum Permissible Amount” under Article IV.

(B) Return of Contributions . The Employer contributes to this Plan on the condition its contribution is not due to a mistake of fact and the Internal Revenue Service will not disallow the deduction for its contribution. The Trustee, upon written request from the Employer, must return to the Employer the amount of the Employer’s contribution made by the Employer by mistake of fact or the amount of the Employer’s contribution disallowed as a deduction under Code §404. The Trustee will not return any portion of the Employer’s contribution under the provisions of this paragraph more than one year after:

(a) The Employer made the contribution by mistake of fact; or

(b) The disallowance of the contribution as a deduction, and then only to the extent of the disallowance.

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The Trustee will not increase the amount of the Employer contribution returnable under this Section 3.01 for any earnings attributable to the contribution, but the Trustee will decrease the Employer contribution returnable for any losses attributable to it. The Trustee may require the Employer to furnish it whatever evidence the Trustee deems necessary to enable the Trustee to confirm the amount the Employer has requested be returned is properly returnable under ERISA.

3.02 DETERMINATION OF CONTRIBUTION . The Employer, from its records, determines the amount of any contributions to be made by it to the Trust under the terms of the Plan.

3.03 TIME OF PAYMENT OF CONTRIBUTION . The Employer may pay its contribution for each Plan Year in one or more installments without interest. The Employer must make its contribution to the Trust within the time prescribed by the Code or applicable Treasury regulations. The Employer must make deferral contributions to the Trust, to the extent made pursuant to salary reduction agreements, within an administratively reasonable period of time after withholding the corresponding Compensation from the Participant. The Employer also must make deferral contributions and qualified nonelective contributions no later than the time prescribed by the Code or by Treasury regulations. Deferral contributions are Employer contributions for all purposes under this Plan, except to the extent the Code or Treasury regulations prohibit the use of these contributions to satisfy the qualification requirements of the Code.

3.04 CONTRIBUTION ALLOCATION .

Deferral Contributions . To make allocations under the Plan, the Advisory Committee must establish a Deferral Contributions Account for each Participant. The Advisory Committee will allocate to each Participant’s Deferral Contributions Account the deferral contributions the Employer makes to the Trust on behalf of the Participant. Deferral contributions shall be made to the Trust by the Employer as of the earliest date on which such contributions can reasonably be segregated from the Employer’s general assets.

Catch-up Contributions . The amount of a Participant’s catch-up contributions for a calendar year shall not be determinable until the last day of the year. Catch-up contributions will be treated as such only if, and to the extent that, the Participant’s deferral contributions for the year exceed the Plan limits described in Section 12.01, the 402(g) limitations set forth in Section 12.03, the limitations described in Article IV, or the nondiscrimination limits described in Section 12.04. To the extent the Advisory Committee deems it advisable, amounts deemed to be catch-up contributions may be accounted for in a separate subaccount (“Catch-up Contributions Subaccount”) under the Deferral Contributions Account.

3.05 ACCRUAL OF BENEFIT . The Advisory Committee will determine the accrual of benefit on the basis of the Plan Year, except as provided in Section 3.04 of this Addendum A.

Compensation Taken Into Account . In allocating an Employer contribution to a Participant’s Account, the Advisory Committee will take into account only the Compensation determined for the portion of the Plan Year in which the Employee is actually a Participant for purposes of this Article III of this Addendum A.

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Hours of Service Requirement . A Participant will share in the allocation of Employer contributions for a Plan Year without regard to any Hours of Service requirement for that Plan Year.

Employment Requirement . A Participant will share in the allocation of Employer contributions for a Plan Year without regard to whether he is employed by the Employer on the Accounting Date of that Plan Year.

3.06 PARTICIPANT VOLUNTARY CONTRIBUTIONS . The Plan does not permit or require Participant nondeductible contributions.

3.07 PARTICIPANT ROLLOVER CONTRIBUTIONS . Any Participant, with the Employer’s written consent and after filing with the Trustee the form prescribed by the Advisory Committee, may contribute cash or other property to the Trust other than as a voluntary contribution if the contribution is a “rollover contribution” which the Code permits an employee to transfer either directly or indirectly from one of the following types of plans to this Plan: (1) a qualified plan described in Code § 401(a) or Code § 403(a), excluding after tax employee contributions; (2) an annuity contract described in Code § 403(b), excluding after tax employee contributions; or (3) an eligible plan under Code § 457(b) which is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state. Before accepting a rollover contribution, the Trustee may require an Employee to furnish satisfactory evidence that the proposed transfer is in fact a “rollover contribution” which the Code permits an employee to make to a qualified plan. A rollover contribution is not an Annual Addition under Article IV.

The Advisory Committee will establish a Rollover Account for each Participant making a rollover contribution and allocate the rollover contribution to the Rollover Account as of the date the contribution is received. The Trustee will invest the rollover contribution as a part of the Trust Fund.

The Advisory Committee may accept a rollover contribution on behalf of an Employee who is otherwise eligible to become a Participant in the Plan prior to the Plan Entry Date on which such Employee would become a Participant. If the Advisory Committee accepts such a rollover contribution, the Advisory Committee must treat the Employee as a Participant for all purposes of the Plan except the Employee is not a Participant for purposes of sharing in Employer contributions or Participant forfeitures under the Plan until he actually becomes a Participant in the Plan.

3.08 PARTICIPANT CONTRIBUTION—FORFEITABILITY . A Participant’s Accrued Benefit is, at all times, one hundred percent (100%) Nonforfeitable to the extent the value of his Accrued Benefit is derived from Participant rollover contributions made by him to the Trust for his own benefit.

3.09 PARTICIPANT CONTRIBUTION—WITHDRAWAL/DISTRIBUTION . A Participant, by giving prior written notice to the Trustee, may withdraw all or any part of the value of his Accrued Benefit derived from his Participant contributions described in this Article IV; provided, however, that a Participant may not withdraw any part of the value of his Accrued Benefit attributable to a Participant rollover contribution made by him to the Trust. A Participant

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may not exercise his right to withdraw the value of his Accrued Benefit derived from his Participant contributions (other than rollover contributions) more than once during any Plan Year. The Trustee, in accordance with the direction of the Advisory Committee, will distribute a Participant’s unwithdrawn Accrued Benefit attributable to his Participant contributions in accordance with the provisions of Article VI applicable to the distribution of the Participant’s Nonforfeitable Accrued Benefit.

3.10 PARTICIPANT CONTRIBUTION—ACCRUED BENEFIT . The Advisory Committee must maintain, or must direct the Trustee to maintain, a separate Account(s) in the name of each Participant to reflect the Participant’s Accrued Benefit under the Plan derived from his Participant contributions. A Participant’s Accrued Benefit derived from his Participant contributions as of any applicable date is the balance of his separate Participant contribution Account(s).

ARTICLE V.

TERMINATION OF SERVICE PARTICIPANT VESTING

5.01 NORMAL RETIREMENT AGE . A Participant’s Normal Retirement Age is 65 years of age. A Participant who remains in the employ of the Employer after attainment of Normal Retirement Age will continue to participate in Employer contributions. A Participant’s Accrued Benefit derived from Employer contributions is 100% Nonforfeitable upon and after his attaining Normal Retirement Age (if employed by the Employer on or after that date).

5.02 PARTICIPANT DISABILITY OR DEATH . If a Participant’s employment with the Employer terminates as a result of death or disability, the Participant’s Accrued Benefit derived from Employer contributions will be 100% Nonforfeitable.

5.03 VESTING SCHEDULE . A Participant’s Deferral Contributions Account (including any Catch-up Contributions Subaccount) will be one hundred percent (100%) Nonforfeitable at all times.

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KANSAS CITY SOUTHERN

401(k) AND PROFIT SHARING PLAN

ADDENDUM B

MIDSOUTH RAIL UNION PROVISIONS

The provisions of this Addendum B apply as provided under the Plan with respect to MidSouth Rail Union Participants.

2.02 YEAR OF SERVICE PARTICIPATION . For purposes of an Employee’s participation in the Plan under Section 2.01, the Plan does not apply any minimum Hour of Service requirement. The Plan does not require an Employee who terminates employment to establish a new Employment Commencement Date if reemployed by the Employer.

ARTICLE III.

EMPLOYER CONTRIBUTIONS AND FORFEITURES AND PARTICIPANT

CONTRIBUTIONS

3.01 AMOUNT . For each Plan Year, the Employer shall contribute to the Trust the following amounts:

(a) Deferral Contributions . The amount by which the Participants have elected to have their Compensation for the Plan Year reduced and contributed to the Trust as deferral contributions pursuant to their salary reduction agreements on file with the Advisory Committee.

(b) Catch-up Contributions . The amount of deferral contributions determined to be catch-up contributions in accordance with Section 3.04 of this Addendum B.

(c) Employer Matching Contributions . An amount equal to the applicable percentage of each Participant’s eligible contributions depending on the applicable collective bargaining agreement as set forth on Schedule A attached.

Restrictions on Contributions . The Employer shall make its contribution under the Plan irrespective of whether it has net profits. Although the Employer may contribute to this Plan irrespective of whether it has net profits, the Employer intends this plan to be a profit sharing plan for all purposes under the Code. The Employer shall not make a contribution to the Trust for any Plan Year to the extent the contribution would exceed the Participants’ “Maximum Permissible Amount” under Article IV.

Eligible Contributions . Under the matching contribution formula, a Participant’s “eligible contributions” are the deferral contributions allocated to the Participant for the Plan Year not in excess of the dollar amounts of the Participant’s Compensation for the Plan Year depending on the applicable collective bargaining agreement as set forth on Schedule A attached. Eligible contributions do not include deferral contributions that are excess deferrals under Section 12.03. For this purpose: (a) excess deferrals relate first to deferral contributions for the Plan Year not otherwise eligible for a matching contribution; and (b) if the Plan Year is not a calendar year, the excess deferrals for a Plan Year are the last deferrals made for a calendar year.

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Return of Contributions . The Employer contributes to this Plan on the condition its contribution is not due to a mistake of fact and the Internal Revenue Service will not disallow the deduction for its contribution. The Trustee, upon written request from the Employer, must return to the Employer the amount of the Employer’s contribution made by the Employer by mistake of fact or the amount of the Employer’s contribution disallowed as a deduction under Code §404. The Trustee will not return any portion of the Employer’s contribution under the provisions of this paragraph more than one year after:

(a) The Employer made the contribution by mistake of fact; or

(b) The disallowance of the contribution as a deduction, and then only to the extent of the disallowance.

The Trustee will not increase the amount of the Employer contribution returnable under this Section 3.01 for any earnings attributable to the contribution, but the Trustee will decrease the Employer contribution returnable for any losses attributable to it. The Trustee may require the Employer to furnish it whatever evidence the Trustee deems necessary to enable the Trustee to confirm the amount the Employer has requested be returned is properly returnable under ERISA.

3.02 DETERMINATION OF CONTRIBUTION . The Employer, from its records, determines the amount of any contributions to be made by it to the Trust under the terms of the Plan.

3.03 TIME OF PAYMENT OF CONTRIBUTION . The Employer may pay its contribution for each Plan Year in one or more installments without interest. The Employer must make its contribution to the Trust within the time prescribed by the Code or applicable Treasury regulations. The Employer must make deferral contributions to the Trust, to the extent made pursuant to salary reduction agreements, within an administratively reasonable period of time after withholding the corresponding Compensation from the Participant. The Employer also must make deferral contributions and qualified nonelective contributions no later than the time prescribed by the Code or by Treasury regulations. Deferral contributions are Employer contributions for all purposes under this Plan, except to the extent the Code or Treasury regulations prohibit the use of these contributions to satisfy the qualification requirements of the Code.

3.04 CONTRIBUTION ALLOCATION .

Method of Allocation . To make allocations under the Plan, the Advisory Committee must establish a Deferral Contributions Account and Matching Contributions Account for each Participant.

Deferral Contributions . The Advisory Committee will allocate to each Participant’s Deferral Contributions Account the deferral contributions the Employer makes to the Trust on behalf of the Participant. Deferral contributions shall be made to the Trust by the Employer as of the earliest date on which such contributions can reasonably be segregated from the Employer’s general assets.

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Catch-up Contributions . The amount of a Participant’s catch-up contributions for a calendar year shall not be determinable until the last day of the year. Catch-up contributions will be treated as such only if, and to the extent that, the Participant’s deferral contributions for the year exceed the Plan limits described in Section 12.01, the 402(g) limitations set forth in Section 12.03, the limitations described in Article IV, or the nondiscrimination limits described in Section 12.04. To the extent the Advisory Committee deems it advisable, amounts deemed to be catch-up contributions may be accounted for in a separate subaccount (“Catch-up Contributions Subaccount”) under the Deferral Contributions Account.

Matching Contributions . The Advisory Committee will allocate matching contributions to the Matching Contributions Account of the Participant on whose behalf the Employer makes that contribution as of the last day of the Plan Year; provided, however, that the Advisory Committee will make tentative interim allocations of matching contributions to the Matching Contributions Account of the Participant on whose behalf the Employer makes the contribution as of each date during the Plan Year on which such Participant is paid, and shall make a final allocation, upon the earlier of the Participant’s termination of employment with the Employer or the last day of the Plan Year equal to the amount of matching contribution required under Section 3.01(c) less any interim allocations made to such Participant’s Matching Contributions Account during the Plan Year.

3.05 FORFEITURE ALLOCATION . The amount of a Participant’s Accrued Benefit forfeited under the Plan is a Participant forfeiture. Subject to any restoration allocation required under Sections 5.04 and 10.12, the Advisory Committee will allocate the amount of a Participant forfeiture in accordance with Section 3.04, to reduce the Employer matching contributions for the Plan Year in which the forfeiture occurs and, if necessary, to reduce the Employer matching contributions in subsequent Plan Years. The Advisory Committee will continue to hold the undistributed, non vested portion of a terminated Participant’s Accrued Benefit in his Account solely for his benefit until a forfeiture occurs at the time specified in Section 5.06 of this Addendum B, or, if applicable, until the time specified in Section 10.12. Except as provided under Section 5.04 of this Addendum B, a Participant will not share in the allocation of a forfeiture of any portion of his Accrued Benefit.

Forfeiture of Certain Matching Contributions . A Participant will forfeit any matching contributions allocated with respect to excess deferrals, excess contributions or excess aggregate contributions, as determined under Article XII. The Advisory Committee will allocate these forfeited amounts in accordance with this Section 3.05.

3.06 ACCRUAL OF BENEFIT . The Advisory Committee will determine the accrual of benefit (Employer contributions and Participant forfeitures) on the basis of the Plan Year, except as provided in Section 3.04 of this Addendum B.

(A) Compensation Taken Into Account . In allocating an Employer contribution to a Participant’s Account, the Advisory Committee will take into account only the Compensation determined for the portion of the Plan Year in which the Employee is actually a Participant for purposes of this Article III of Addendum A.

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(B) Hours of Service Requirement . A Participant will share in the allocation of Employer contributions and Participant forfeitures, if any, for a Plan Year without regard to any Hours of Service requirement for that Plan Year.

(C) Employment Requirement . A Participant will share in the allocation of Employer contributions and Participant forfeitures, if any, for a Plan Year without regard to whether he is employed by the Employer on the Accounting Date of that Plan Year.

3.07 PARTICIPANT VOLUNTARY CONTRIBUTIONS . The Plan does not permit nor require Participant contributions.

3.08 PARTICIPANT ROLLOVER CONTRIBUTIONS . Any Participant, with the Employer’s written consent and after filing with the Trustee the form prescribed by the Advisory Committee, may contribute cash or other property to the Trust other than as a voluntary contribution if the contribution is a “rollover contribution” which the Code permits an employee to transfer either directly or indirectly from one of the following types of plans to this Plan: (1) a qualified plan described in Code § 401(a) or Code § 403(a), excluding after-tax employee contributions; (2) an annuity contract described in Code § 403(b), excluding after-tax employee contributions; or (3) an eligible plan under Code § 457(b) which is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state. Before accepting a rollover contribution, the Trustee may require an Employee to furnish satisfactory evidence that the proposed transfer is in fact a “rollover contribution” which the Code permits an employee to make to a qualified plan. A rollover contribution is not an Annual Addition under Article IV.

The Advisory Committee will establish a Rollover Account for each Participant making a rollover contribution, and allocate the rollover contribution to the Rollover Account as of the date the rollover contribution is received. The Trustee will invest the rollover contribution as a part of the Trust Fund.

The Advisory Committee may accept a rollover contribution on behalf of an Employee who is otherwise eligible to become a Participant in the Plan prior to the Plan Entry Date on which such Employee would become a Participant. If the Advisory Committee accepts such a rollover contribution, the Advisory Committee must treat the Employee as a Participant for all purposes of the Plan except the Employee is not a Participant for purposes of sharing in Employer contributions or Participant forfeitures under the Plan until he actually becomes a Participant in the Plan.

ARTICLE V.

TERMINATION OF SERVICE PARTICIPANT VESTING

5.01 NORMAL RETIREMENT AGE . A Participant’s Normal Retirement Age is 65 years of age. A Participant who remains in the employ of the Employer after attainment of Normal Retirement Age will continue to participate in Employer contributions. A Participant’s Accrued Benefit derived from Employer contributions is 100% Nonforfeitable upon and after his attaining Normal Retirement Age (if employed by the Employer on or after that date).

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5.02 PARTICIPANT DISABILITY OR DEATH . If a Participant’s employment with the Employer terminates as a result of death or disability, the Participant’s Accrued Benefit derived from Employer contributions will be 100% Nonforfeitable.

5.03 VESTING SCHEDULE .

(1) Deferral Contributions Account and Rollover Account . A Participant has a 100% Nonforfeitable interest at all times in his Deferral Contributions Account (including any Catch-up Contributions Subaccount) and Rollover Account.

(2) Matching Contributions Account . Except as provided in Sections 5.01 and 5.02, for each Year of Service, a Participant’s Nonforfeitable percentage of his Matching Contributions Account equals the percentage in the following vesting schedule:

5.04 CASH OUT DISTRIBUTIONS TO PARTIALLY VESTED PARTICIPANTS/ RESTORATION OF FORFEITED ACCRUED BENEFIT . If, pursuant to Article VI, a partially vested Participant receives a cash out distribution before he incurs a Forfeiture Break in Service, the cash out distribution will result in an immediate forfeiture of the non vested portion of the Participant’s Accrued Benefit derived from Employer contributions. See Section 5.06 of this Addendum B. A partially vested Participant is a Participant whose Nonforfeitable Percentage determined under Section 5.03 of this Addendum B is less than 100%. A cash out distribution is a distribution of the entire present value of the Participant’s Nonforfeitable Accrued Benefit.

(A) Restoration and Conditions upon Restoration . A partially vested Participant who is reemployed by the Employer after receiving a cash out distribution of the Nonforfeitable percentage of his Accrued Benefit may repay the Trustee the amount of the cash out distribution attributable to Employer contributions, unless the Participant no longer has a right to restoration under the requirements of this Section 5.04. If a partially vested Participant makes the cash out distribution repayment, the Advisory Committee, subject to the conditions of this paragraph (A), must restore his Accrued Benefit attributable to Employer contributions to the same dollar amount as the dollar amount of his Accrued Benefit on the Accounting Date, or other valuation date, immediately preceding the date of the cash out distribution, unadjusted for any gains or losses occurring subsequent to that Accounting Date, or other valuation date. Restoration of the Participant’s Accrued Benefit includes restoration of all Code §411(d)(6) protected benefits with

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respect to that restored Accrued Benefit, in accordance with applicable Treasury regulations. The Advisory Committee will not restore a reemployed Participant’s Accrued Benefit under this paragraph if:

(1) Five (5) years have elapsed since the Participant’s first reemployment date following the cash out distribution; or

(2) The Participant incurred a Forfeiture Break in Service. This condition also applies if the Participant makes repayment within the Plan Year in which he incurs the Forfeiture Break in Service and that Forfeiture Break in Service would result in a complete forfeiture of the amount the Advisory Committee otherwise would restore.

(B) Time and Method of Restoration . If neither of the two conditions preventing restoration of the Participant’s Accrued Benefit applies, the Advisory Committee will restore the Participant’s Accrued Benefit as of the Plan Year Accounting Date coincident with or immediately following the repayment. To restore the Participant’s Accrued Benefit, the Advisory Committee, to the extent necessary, will allocate to the Participant’s Account:

(1) First, the amount, if any, of Participant forfeitures the Advisory Committee would otherwise allocate under Section 3.05 of this Addendum B;

(2) Second, the amount, if any, of the Trust Fund net income or gain for the Plan Year; and

(3) Third, the Employer contribution for the Plan Year to the extent made under a discretionary formula.

To the extent the amounts described in clauses (1), (2) and (3) are insufficient to enable the Advisory Committee to make the required restoration, the Employer must contribute, without regard to any requirement or condition of Section 3.01 of this Addendum B, the additional amount necessary to enable the Advisory Committee to make the required restoration. If, for a particular Plan Year, the Advisory Committee must restore the Accrued Benefit of more than one reemployed Participant, then the Advisory Committee will make the restoration allocation(s) to each such Participant’s Account in the same proportion that a Participant’s restored amount for the Plan Year bears to the restored amount for the Plan Year of all reemployed Participants. The Advisory Committee will not take into account the allocation under this Section 5.04 in applying the limitation on allocations under Article IV.

(C) 0% Vested Participant . The deemed cash out rule applies to a 0% vested Participant. A 0% vested Participant is a Participant whose Accrued Benefit derived from Employer contributions is entirely forfeitable at the time of his Separation from Service. Under the deemed cash out rule, the Advisory Committee will treat the 0% vested Participant as having received a cash out distribution on the date of the Participant’s Separation from Service or, if the Participant’s Account is entitled to an allocation of Employer contributions for the Plan Year in which he separates from Service, on the last day of that Plan Year. For purposes of applying the restoration provisions of this Section 5.04, the Advisory Committee will treat the 0% vested Participant as repaying his cash out “distribution” on the first date of his reemployment with the Employer.

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5.05 SEGREGATED ACCOUNT FOR REPAID AMOUNT . Until the Advisory Committee restores the Participant’s Accrued Benefit, as described in Section 5.04 of this Addendum B, the Trustee will invest the cash out amount the Participant has repaid in a segregated Account maintained solely for that Participant. The Trustee must invest the amount in the Participant’s segregated Account in Federally insured interest bearing savings account(s) or time deposit(s) (or a combination of both), or in other fixed income investments. Until commingled with the balance of the Trust Fund on the date the Advisory Committee restores the Participant’s Accrued Benefit, the Participant’s segregated Account remains a part of the Trust, but it alone shares in any income it earns and it alone bears any expense or loss it incurs. Unless the repayment qualifies as a rollover contribution, the Advisory Committee will direct the Trustee to repay to the Participant as soon as is administratively practicable the full amount of the Participant’s segregated Account if the Advisory Committee determines either of the conditions of Section 5.04(A) of this Addendum B prevents restoration as of the applicable Accounting Date, notwithstanding the Participant’s repayment.

5.06 FORFEITURE OCCURS . A Participant’s forfeiture, if any, of his Accrued Benefit derived from Employer contributions occurs under the Plan on the earlier of:

(a) The last day of the Plan Year in which the Participant first incurs a Forfeiture Break in Service; or

(b) The date the Participant receives a cash out distribution.

The Advisory Committee determines the percentage of a Participant’s Accrued Benefit forfeiture, if any, under this Section 5.06 solely by reference to the vesting schedule of Section 5.03 of this Addendum B. A Participant will not forfeit any portion of his Accrued Benefit for any other reason or cause except as expressly provided by this Section 5.06 or as provided under Section 10.12.

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EXHIBIT 4.4

AMENDMENT

TO THE

KANSAS CITY SOUTHERN

401(k) AND PROFIT SHARING PLAN

(As Amended and Restated Effective January 1, 2009)

This Amendment is made by Kansas City Southern, a Delaware Corporation (“KCS”).

WHEREAS, KCS is the sponsor of the Kansas City Southern 401(k) and Profit Sharing Plan (the “Plan”), which Plan was most recently amended and restated by KCS effective January 1, 2009; and

WHEREAS, KCS desires to further amend the Plan, including for purposes of compliance with the Heroes Earnings Assistance and Relief Act of 2008 (“HEART”), and for purposes of compliance with the required minimum distribution provisions of the Worker, Retiree, and Employer Recovery Act of 2008 (“WRERA”), and for purposes of certain additional amendments;

NOW THEREFORE, the Plan is hereby amended as set forth below effective as hereinafter provided:

1. Effective October 1, 2010, Section 1.23 of the Plan is deleted, and the following Section 1.23 is substituted:

1.23 “Trustee” means Fidelity Management Trust Company, a Massachusetts trust company, or any other financial institution who has been designated as Trustee by an authorized party and who in writing accepts the position of Trustee.

2. Effective October 1, 2010, the first two paragraphs of Section 2.01 (“Eligibility”) of the Plan are deleted, and the following two paragraphs are substituted:

Each Employee (other than an Excluded Employee) becomes a Participant in the Plan on the Plan Entry Date (if employed on that date) coincident with or immediately following his Employment Commencement Date. Each Employee who was a Participant in the Plan on the day before the Effective Date and who continues as an Employee on the Effective Date continues as a Participant in the Plan on the Effective Date. The term “Employment Commencement Date” means the date on which the Employee first performs an Hour of Service for an Employer.

The provisions of this paragraph apply to Employees other than those identified on Exhibit A or Exhibit B. Notwithstanding the preceding paragraph of this Section 2.01, any Employee (other than an Excluded Employee) with respect to the KCS Provisions who is classified by the Employer as a seasonal employee or a temporary employee shall become a Participant in the Plan on the Plan Entry Date (if employed on that date) coincident with or immediately following the date such Employee has completed one Year of Service.

3. Effective October 1, 2010, the second sentence of Section 2.02 (“Year of Service – Participation”) of the Plan is deleted, and the following sentence is substituted:

An Employee who is classified by the Employer as either a seasonal employee or a temporary employee will complete one Year of Service for purposes of such Employee’s eligibility to participate in the Plan under Section 2.01 if the Employee completes at least 1,000 Hours of Service during an eligibility computation period.

4. The following Sections 6.08, 6.09 and 6.10 are added to Article VI (“Time and Method of Payment of Benefits”) of the Plan in compliance with HEART effective as stated below:

6.08 DEATH BENEFITS . Notwithstanding any provisions of the Plan to the contrary, if a Participant dies on or after January 1, 2007, while performing qualified military service (as defined in Code § 414(u)), the survivors of the Participant are entitled to any additional benefits (other than any contributions or other benefit accruals relating to the period of qualified military service) provided under the Plan as if the Participant had resumed and then immediately terminated employment on account of death.

6.09 DIFFERENTIAL WAGE PAYMENTS . Notwithstanding any provisions of the Plan to the contrary, for years beginning after December 31, 2008, (a) an individual receiving a differential wage payment with respect to any period during which the individual is performing service in the uniformed services while on active duty for a period of more than 30 days as defined in Code §3401(h)(2), is treated as an employee of the employer making the payment, and (b) such differential wage payment is treated as Compensation other than for purposes of contributions and benefits under the Plan.

6.10 SEVERANCE FROM EMPLOYMENT .— Notwithstanding any provisions of the Plan to the contrary, for years beginning after December 31, 2008, for purposes of Article XII of the Plan restricting a Participant’s distribution of amounts under the Plan’s 401(k) arrangement to certain events, including the Participant’s severance from employment under Code §401(k)(2)(B)(i)(l) (also referred to as a termination of employment), an individual is treated as having been severed from employment during any period the individual is performing service in the uniformed services while on active duty for a period of more than 30 days as described in Code §3401(h)(2)(A). If such an individual elects to receive a distribution by reason of severance from employment, death or disability, the individual may not make a deferral contribution during the 6-month period beginning on the date of the distribution.

5. The following Section 7.06 is added to Article VII (“Minimum Distribution Requirements”) of the Plan in compliance with WRERA effective as stated below:

7.06 DEFAULT TO CONTINUE 2009 REQUIRED MINIMUM DISTRIBUTIONS . Notwithstanding any provisions of the Plan to the contrary, a Participant or Beneficiary who would have been required to receive required minimum distributions under this Article VII for 2009 but for the enactment of Code §401(a)(9)(H)

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(“2009 RMDs”), and who would have satisfied that requirement by receiving distributions that are (1) equal to the 2009 RMDs or (2) one or more payments in a series of substantially equal distributions (that include the 2009 RMDs) made at least annually and expected to last for the life (or life expectancy) of the Participant, the joint lives (or joint life expectancy) of the Participant and the Participant’s designated Beneficiary, or for a period of at least 10 years (“Extended 2009 RMDs”), will receive those distributions for 2009 unless the Participant or Beneficiary chooses not to receive such distributions. Participants and Beneficiaries described in the preceding sentence will have the opportunity to stop receiving the distributions described in the preceding sentence. A direct rollover will be offered only for distributions that would be eligible rollover distributions without regard to Code §401(a)(9)(H).

6. Effective upon the execution of this amendment, the following sentences are added to Section 10.14 (“Black-Out Period”) of the Plan:

In the event the Advisory Committee eliminates an investment vehicle available as an option under the Plan, including, but not limited to, the elimination of a single investment fund, a pooled investment fund, an asset allocation model, or a target date fund, and if as of the effective date of the elimination of such investment option the Participant does not have an affirmative investment direction in effect with respect to the portion of the Participant’s Account that was or would have been invested in such eliminated investment option, then such portion of the Participant’s Account may be invested in a default investment alternative in accordance with the default investment policy of the Advisory Committee. The Advisory Committee may establish such additional rules and procedures as it deems advisable in connection with, or in order to facilitate, a change in recordkeepers, trustees, investment vehicles or other similar change or event.

7. Effective October 1, 2010, Section 12.01 of the Plan is deleted and the following Section 12.01 is substituted:

12.01 CODE §401(k) ARRANGEMENT . The deferral contributions and related Employer matching contributions, if any, comprise a Code §401(k) arrangement. An Employee who is eligible to participate in the 401(k) arrangement may file a salary reduction agreement with the Advisory Committee. A salary reduction agreement must specify the percentage of Compensation the Employee wishes to defer, for which purpose “Compensation” shall be as defined in Section 1.08 but modified to exclude: (a) income attributable to the grant or exercise of employee stock options, including, but not limited to, compensation income recognized upon the sale of stock acquired pursuant to an employee stock purchase plan within the meaning of Code §423 sponsored by KCS; (b) income attributable to the vesting of restricted property; (c) fringe benefits; (d) non-cash compensation; (e) welfare benefits; (f) any expense allowance or reimbursement of expenses; (g) nonqualified deferred compensation; and (h) items of extraordinary compensation not otherwise specifically excluded above. Pursuant to procedures adopted by the Advisory Committee, a salary reduction agreement may apply to all Compensation other than bonus payments, or to no Compensation other than bonus payments, or both at the Participant’s election. All references in this Section to “Compensation” are references to such definition of “Compensation” as modified by this paragraph and as applicable under the Participant’s salary reduction agreement.

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A salary reduction agreement submitted by an eligible Employee in accordance with the procedures established by the Advisory Committee shall be effective as soon as administratively possible after such agreement is submitted; provided, however, in no event may the salary reduction agreement be effective earlier than the Employee’s Plan Entry Date (or, in the case of a reemployed Employee, his reparticipation date under Article II). The salary reduction agreement will apply only to Compensation which is currently available to the Employee after the effective date of the salary reduction agreement. If an Employee who has a salary reduction agreement in effect and is eligible under one of the three benefit components of the Plan (the provisions applicable to KCS Participants, the provisions applicable to the Railway Union Participants and the provisions applicable to the MidSouth Rail Union Participants) ceases to be eligible under that benefit component and at the same time becomes eligible under another of the benefit components, such Employee’s salary reduction agreement will remain in effect unless and until modified or revoked by the Employee as provided in the following paragraph.

An Employee’s salary reduction percentage may not be less than one percent (1%) of Compensation, and the percentage specified shall be in increments of one percent (1%). An Employee’s deferral contributions for the Plan Year may not exceed seventy-five percent (75%) of the Employee’s Compensation for the portion of the Plan Year in which the Employee is actually a Participant. Further, each individual deferral contribution of an Employee may not exceed seventy-five percent (75%) of Compensation for the pay period for which such deferral contribution is calculated, except with respect to catch-up contributions, if any, elected by the Employee under Section 12.06. The Advisory Committee may from time to time specify a maximum deferral percentage for Highly Compensated Employees that is less than seventy-five percent (75%). An Employee may modify the Employee’s salary reduction agreement, either to reduce or to increase the amount of deferral contributions, by submitting a new salary reduction agreement in accordance with the procedures established by the Advisory Committee, effective as soon as administratively possible after such new salary reduction agreement is submitted. An Employee may revoke a salary reduction agreement at any time in accordance with procedures established by the Advisory Committee and such revocation shall be effective as soon as administratively possible after the Advisory Committee receives such revocation. An Employee who revokes his salary reduction agreement may submit a new salary reduction agreement in accordance with the procedures established by the Advisory Committee, effective as soon as administratively possible after such new salary reduction agreement is submitted.

8. Effective upon the execution of this amendment, Article XVI (“Provisions Applicable to Accounts Transferred from Former MidSouth Plan”) and Article XVII (“Provisions Applicable to Accounts Transferred from Former Gateway Plan”) of the Plan are deleted because the Plan no longer holds any such accounts.

(Signature on next page)

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IN WITNESS WHEREOF, Kansas City Southern has executed this Amendment this 23rd day of August, 2010.

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EXHIBIT 4.5

AMENDMENT TWO

TO THE

KANSAS CITY SOUTHERN

401(k) AND PROFIT SHARING PLAN

(As Amended and Restated Effective January 1, 2009)

This Amendment is made by Kansas City Southern, a Delaware Corporation (“KCS”).

WHEREAS, KCS is the sponsor of the Kansas City Southern 401(k) and Profit Sharing Plan (the “Plan”), which Plan was most recently amended and restated by KCS effective January 1, 2009; and

WHEREAS, the 2009 Plan restatement was subsequently amended for purposes of compliance with the Heroes Earnings Assistance and Relief Act of 2008 (“HEART”), and for purposes of compliance with the required minimum distribution provisions of the Worker, Retiree, and Employer Recovery Act of 2008 (“WRERA”), and for purposes of certain additional amendments; and

WHEREAS, KCS now desires to further amend the Plan to reflect the merger of the Kansas City Southern Employee Stock Ownership Plan and the Gateway Western Railway Union 401(k) Plan with and into this Plan, and to reflect certain additional amendments;

NOW THEREFORE, the Plan is hereby amended as set forth below effective December 30, 2011, except as otherwise set forth below:

1. The last paragraph of the Article titled “Introduction” is deleted and the following two new paragraphs are inserted in lieu thereof:

Effective December 30, 2011, the Gateway Western Railway Union 401(k) Plan and the Kansas City Southern Employee Stock Ownership Plan shall be merged with and into this Plan, and immediately following such merger the Gateway Western Railway Union 401(k) Plan and the Kansas City Southern Employee Stock Ownership Plan shall cease to have a separate existence.

The Plan includes four separate benefit components: (1) provisions applicable to Participants who are not members of a collective bargaining unit (the “KCS Participants”); (2) provisions applicable to Participants who are members of a collective bargaining unit covered by a collective bargaining agreement and listed on Exhibit A attached hereto (the “Railway Union Participants”); (3) provisions applicable to Participants who are members of a collective bargaining unit covered by a collective bargaining agreement and listed on Exhibit B attached hereto (the “MidSouth Rail Union Participants”); and (4) provisions applicable to Participants who are members of a collective bargaining unit covered by a collective bargaining agreement and listed on Exhibit C attached hereto (the “Gateway Union Participants”). Where specifically provided herein, Addendum A attached hereto contains provisions (the “Railway Union Provisions”) applicable to Railway Union Participants, Addendum B attached hereto contains provisions (the “MidSouth Rail Union Provisions”) applicable to MidSouth Rail Union Participants, and Addendum C attached hereto contains provisions (the “Gateway Union Provisions”) applicable to Gateway Union Participants.

2. The second, third and fourth paragraphs of Section 2.01 (“Eligibility”) are amended to read as follows:

The provisions of this paragraph apply to Employees other than those identified on Exhibit A, Exhibit B, or Exhibit C. Notwithstanding the preceding paragraph of this Section 2.01, any Employee (other than an Excluded Employee) with respect to the KCS Provisions who is classified by the Employer as a seasonal employee or a temporary employee shall become a Participant in the Plan on the Plan Entry Date (if employed on that date) coincident with or immediately following the date such Employee has completed one Year of Service.

An Employee is an Excluded Employee if he is (a) a nonresident alien who receives no earned income (within the meaning of Code §911(d)(2)) from an Employer which constitutes income from sources within the United States (within the meaning of Code §861(a)(3)), or (b) a member of a collective bargaining unit, unless the collective bargaining agreement provides otherwise and is referenced on Exhibit A, Exhibit B or Exhibit C attached hereto (but such Employee will remain an Excluded Employee with respect to all provisions of the Plan that are not applicable to such Employee as a member of such collective bargaining agreement). An Employee is a member of a collective bargaining unit if he is included in a unit of employees covered by an agreement which the Secretary of Labor finds to be a collective bargaining agreement between employee representatives and one or more Employers if there is evidence that retirement benefits were the subject of good faith bargaining between such employee representatives and such Employer or Employers. The term “employee representatives” does not include an organization more than one half the members of which are owners, officers or executives of the Employer.

If a Participant has not incurred a Separation from Service but becomes an Excluded Employee with respect to any two or more of the KCS Provisions, the Railway Union Provisions, the MidSouth Rail Union Provisions, and the Gateway Union Provisions, then during the period such Participant is an Excluded Employee, the Advisory Committee will limit that Participant’s sharing in the allocation of Employer contributions and Participant forfeitures, if any and as applicable, under the Plan by disregarding his Compensation paid by the Employer for services rendered in his capacity as an Excluded Employee. However, during such period of exclusion, the Participant, without regard to employment classification, continues to receive credit for vesting under Article V for each included Year of Service and the Participant’s Account continues to share fully in Trust Fund allocations under Section 14.05.

3. Section 2.02 (“Year of Service—Participation”) is amended to read as follows:

2.02 YEAR OF SERVICE—PARTICIPATION . This Section 2.02 applies to Employees other than those identified on Exhibit A, Exhibit B, or Exhibit C relating to Railway Union Participants, MidSouth Rail Union Participants, or Gateway Union Participants, respectively. An Employee who is classified by the Employer as either a seasonal employee or a temporary employee will complete one Year of Service for purposes of such Employee’s eligibility to participate in the Plan under Section 2.01 if the Employee completes at least 1,000 Hours of Service during an eligibility computation period. For purposes of this Section 2.02, an

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eligibility computation period means the 12-consecutive-month period commencing with such Employee’s Employment Commencement Date. Subsequent eligibility computation periods will be each Plan Year commencing with the Plan Year in which occurs the first anniversary of such Employee’s Employment Commencement Date. The Plan does not require an Employee who terminates employment to establish a new Employment Commencement Date if re-employed by the Employer. Section 2.02 of Addendum A applies to Employees identified on Exhibit A, Section 2.02 of Addendum B applies to Employees identified on Exhibit B, and Section 2.02 of Addendum C applies to Employees identified on Exhibit C.

4. The introductory paragraph under Article III (“Employer Contributions and Forfeitures and Participant Contributions”) is amended to read as follows:

This Article III contains the KCS Provisions applicable only to KCS Participants. Article III of Addendum A contains the Railway Union Provisions applicable only to Railway Union Participants, Article III of Addendum B contains the MidSouth Rail Union Provisions applicable only to MidSouth Rail Union Participants, and Article III of Addendum C contains the Gateway Union Provisions applicable only to Gateway Union Participants.

5. The introductory paragraph under Article V (“Termination of Service – Participant Vesting”) is amended to read as follows:

This Article V contains the KCS Provisions applicable only to KCS Participants. Article V of Addendum A contains the Railway Union Provisions applicable only to Railway Union Participants, Article V of Addendum B contains the MidSouth Rail Union Provisions applicable only to MidSouth Rail Union Participants, and Article V of Addendum C contains the Gateway Union Provisions applicable only to Gateway Union Participants.

6. Section 6.03(D) is amended by deleting each reference to “6.03(E)” and by inserting “6.03(D)”) in lieu thereof.

7. Effective August 5, 2011, the fifth paragraph of Section 14.06 (“Participant Voting Rights – Employer Stock”) is amended to read as follows:

Shares will, in response to a tender offer, exchange offer or other offer to purchase, be tendered, exchanged or sold by the Trustee as instructed by the Participants. Except as otherwise required by law, the Trustee will not tender, exchange or otherwise sell shares credited to a Participant’s Account for which the Trustee has received no directions from the Participant.

8. A new Article XIX is added to read as follows:

ARTICLE XIX

PROVISIONS APPLICABLE TO ACCOUNTS TRANSFERRED

FROM THE KANSAS CITY SOUTHERN EMPLOYEE STOCK OWNERSHIP PLAN

19.01 ESOP ACCOUNTS . Effective December 30, 2011, the Kansas City Southern Employee Stock Ownership Plan (the “Former ESOP”) shall be merged with and into this Plan. The Advisory Committee shall maintain, in order to reflect each Participant’s Accrued Benefit under the Plan derived from contributions made to the Former ESOP, one or more separate Accounts (each an “ESOP Account”) for each Participant who had an account under the Former

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ESOP which was merged into this Plan. Except as provided under this Article XIX, the Trustee shall hold, administer and distribute the ESOP Accounts of Participants in the same manner Accounts relating to Employer discretionary profit sharing contributions to this Plan.

The provisions of this Article XIX shall not apply to any Accounts other than the ESOP Accounts.

The benefits of a Participant who terminated employment with the Employer prior to December 30, 2011, shall be determined under the terms of the Former ESOP as in effect on the date of the Participant’s termination of employment unless otherwise provided.

19.02 SPECIAL DEFINITIONS . For purposes of this Article XIX, the following terms shall have the meanings set forth below:

(A) “Employer Securities” means employer securities within the meaning of Code §409(l). Employer Securities means voting common stock issued by Kansas City Southern, or by a corporation which is a member of the same controlled group of corporations, which is readily tradable on an established securities market. Noncallable preferred stock of Kansas City Southern shall be treated as Employer Securities if such stock is convertible at any time into voting common stock issued by Kansas City Southern if such conversion is at a conversion price which (as of the date of acquisition by the Plan) is reasonable. Under regulations under Code §409(l), preferred stock shall be treated as noncallable if after the call there will be a reasonable opportunity for a conversion which meets the requirements of the preceding sentence.

(B) “Exempt Loan” means a loan made to this Plan by a Disqualified Person, or a loan to this Plan which a disqualified person (as defined in Code §4975(e)(2)) guarantees, provided the loan satisfies the requirements of Treas. Reg. §54.4975-7(b).

19.03 TIME OF PAYMENT . Except as set forth in Section 19.10, a Participant’s ESOP Account shall be distributed at the same time as set forth in Section 6.01 of the Plan.

19.04 METHOD OF PAYMENT OF ACCRUED BENEFIT . A Participant’s ESOP Account shall be distributed in the same manner as set forth in Section 6.02 of the Plan.

19.05 BENEFIT PAYMENT ELECTIONS . A Participant may elect to commence distribution of his or her ESOP Account either before or after termination of employment in the same manner as set forth in Section 6.03.

19.06 VESTING SCHEDULE FOR ESOP ACCOUNTS . A Participant’s ESOP Account shall be, at all times, one hundred percent (100%) Nonforfeitable.

19.07 INVESTMENT OF ESOP ACCOUNTS . A Participant shall have the right to direct the investment of his or her ESOP Account in the same as set forth in Section 14.02 of the Plan.

19.08 INVESTMENT OF STILWELL/JANUS SHARES AND INVESTMENT FUNDS .

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(A) History. Prior to July 12, 2000 (the “Spinoff Date”), Stilwell Financial Inc. (“Stilwell”) and its subsidiaries (collectively, the “Stilwell Group”) were members of the controlled group of corporations (within the meaning of Code § 414(b)) that includes KCS. As of the Spinoff Date, all of the shares of Stilwell held by KCS were distributed to the shareholders of KCS as a spinoff dividend (the “Spinoff”) and the Stilwell Group thereby ceased to be members of the controlled group of corporations that includes KCS. All of the Stilwell Shares that were received in the Spinoff as a dividend with respect to KCS Shares allocated to the Participants’ ESOP Accounts were sold and the sale proceeds reinvested in the investment fund designated by the Advisory Committee for this purpose unless a Participant elected to have all or a portion of the Stilwell Shares received in the Spinoff as a dividend with respect to KCS Shares and allocated to such Participant’s ESOP Account (1) continued to be held in such ESOP Account as whole (but no fractional) Stilwell Shares, (2) sold (or exchanged for KCS Shares) and the sale proceeds reinvested in KCS Shares, (3) sold and the sale proceeds reinvested in one or more Investment Funds, or (4) any combination of the foregoing. Stilwell became known as Janus Capital Group, Inc. (“Janus”) effective January 1, 2003.

(B) On-Going Participant Investment Direction. Each Participant whose ESOP Account includes Janus Shares may elect to direct the investment of such Janus Shares in the manner set forth in Section 14.02.

(C) Janus Dividends. Cash dividends received by the Plan with respect to Janus Shares held in a Participant’s ESOP Account shall be invested in KCS Shares or in one or more Investment Funds, as elected by the Participant. In the absence of a Participant election, such dividends shall be invested in KCS Shares.

19.09 PUT OPTION . Shares of Employer Securities distributed to a Participant from the Trust shall be subject to a “put” option at the time of distribution, provided that at such time the shares are either not readily tradable on an established market within the meaning of Code §409(h) or are subject to a trading limitation. The “put” option shall be exercisable by the Participant or his Beneficiary, by the donees of either, or by a person (including an estate or its distributee) to whom the Employer Securities pass by reason of the Participant’s or Beneficiary’s death. The “put” option shall provide that for a period of at least fifteen (15) months after such shares are distributed, the holder of the option shall have the right to cause the Employer, by notifying it in writing, to purchase such shares at their fair market value, as determined by the Advisory Committee, in accordance with Treasury Regulation §54.4975-11(d)(5). The Advisory Committee may give the Trustee the option to assume the rights and obligations of the Employer at the time the “put” option is exercised, insofar as the repurchase of Employer Securities is concerned. The period during which the “put” option is exercisable shall not include any period during which the holder is unable to exercise such “put” option because the Employer is prohibited from honoring it by federal or state law. If the Employer is prohibited from honoring the “put” option by federal or state law, the holder shall be entitled to cause it to be honored, consistent with such law, by an affiliate or shareholder of the Employer that has substantial net worth and whose net worth is reasonably expected to remain substantial. If shares of Employer Securities are readily tradable on an established market on the date of distribution, but cease to be readily tradable on an established market (as described above) within fifteen (15) months after such date, the Employer Securities distributed shall be subject to the “put” option described herein for the balance of the fifteen (15) month period. The Employer shall give written notice to each shareholder within ten (10) days of the date the Employer Securities cease to be readily

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tradable on an established market or that the Employer Securities become subject to a trading limitation that the Employer Securities are subject to the “put” option for the remainder of the fifteen (15) month period. If the Employer fails to give such notice to the shareholder within such ten (10) day period, then the number of days between such tenth (10th) day and the date on which the notice is actually given shall be added to the duration of the fifteen (15) month period. The terms of payment for the purchase of such shares of Employer Securities shall be as set forth in the “put” option and, if the Employer Securities are distributed as part of a total distribution, may be either in a lump sum or in installments, as determined by the Advisory Committee. For purposes of the preceding sentence, the term “total distribution” means the distribution within one taxable year to the Participant of the balance to the credit of the Participant’s ESOP Account. If the “put” option is exercised with respect to Employer Securities constituting part of an installment distribution to a Participant, the amount to be paid for the Employer Securities shall be paid not later than thirty (30) days after the date the “put” option is exercised.

An installment payment in connection with a “put” option shall:

(1) provide for acceleration in the event of thirty (30) days’ default in the payment of interest or principal and shall permit prepayment of the installment obligation in whole or in part at any time or times without penalty;

(2) be adequately secured and bear a reasonable rate of interest, both as determined by the Advisory Committee;

(3) require equal annual payments;

(4) have a payment period not longer than five (5) years from the date the “put” option is exercised;

(5) require that any payments pursuant to the installment obligation must be substantially equal and begin to be made no later than thirty (30) days after the date the “put” option is exercised; and

(6) satisfy the requirements of Treasury Regulation §54.4975-7(b)(12), except to the extent this regulation is inconsistent with Code §409(h).

The “put” option provided for by this Section 19.09 is nonterminable and shall continue to apply to shares of Employer Securities distributed hereunder notwithstanding the repayment of any Exempt Loan or any amendment to, or termination of, this Plan which causes the Plan or a portion of the Plan to cease to be an employee stock ownership plan within the meaning of Code §4975(e)(7).

19.10 IN-SERVICE DISTRIBUTION OF ESOP ACCOUNTS BY QUALIFIED PARTICIPANTS . Each Participant who is a Qualified Participant (as defined below) may direct the Trustee to distribute up to 100% of the value of the Participant’s ESOP Account (the “Eligible Accrued Benefit”), beginning with the Plan Year immediately following the Plan Year in which the Participant first becomes a Qualified Participant. A “Qualified Participant” means a Participant who has attained age 55 and who has completed at least 10 years of participation in the Plan (including years of participation in the ESOP).

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9. A new Exhibit C is added to read as follows.

KANSAS CITY SOUTHERN

401(k) AND PROFIT SHARING PLAN

EXHIBIT C

GATEWAY WESTERN RAILWAY UNION EMPLOYEES AND PARTICIPANTS

(Effective December 30, 2011)

Employees of The Kansas City Southern Railway Company who are members of the following unions are Employees for purposes of the Gateway Union Provisions of the Plan to the extent Plan participation is required under the provisions of the applicable collective bargaining agreement:

Brotherhood of Maintenance of Way Employees

Brotherhood of Railroad Signalmen

International Brotherhood of Electrical Workers

Brotherhood of Locomotive Engineers

International Association of Machinists and Aerospace Workers

10. A new Addendum C is added to read as follows.

KANSAS CITY SOUTHERN

401(k) AND PROFIT SHARING PLAN

ADDENDUM C

GATEWAY UNION PROVISIONS

(Effective December 30, 2011)

The provisions of this Addendum C apply as provided under the Plan with respect to Gateway Union Participants.

2.02 YEAR OF SERVICE PARTICIPATION . For purposes of an Employee’s participation in the Plan under Section 2.01, the Plan does not apply any minimum Hour of Service requirement. The Plan does not require an Employee who terminates employment to establish a new Employment Commencement Date if re-employed by the Employer.

ARTICLE III.

EMPLOYER CONTRIBUTIONS AND FORFEITURES AND PARTICIPANT CONTRIBUTIONS

3.01 AMOUNT .

(A) Contribution Formula. For each Plan Year, the Employer shall contribute to the Trust the following amounts:

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Deferral Contributions. The amount by which the Participants have elected to have their Compensation for the Plan Year reduced and contributed to the Trust as deferral contributions pursuant to their salary reduction agreements on file with the Advisory Committee.

Catch-up Contributions. The amount of deferral contributions determined to be catch-up contributions in accordance with Section 3.04 of this Addendum C.

Employer Matching Contributions. An amount equal to fifty percent (50%) of each Participant’s eligible contributions (as defined below).

(B) Eligible Contributions. Under the matching contribution formula, a Participant’s “eligible contributions” are the deferral contributions allocated to the Participant for the Plan Year not in excess of 6% of the Participant’s Compensation for the Plan Year. Eligible contributions do not include deferral contributions that are excess deferrals under Section 12.03. For this purpose: (a) excess deferrals relate first to deferral contributions for the Plan Year not otherwise eligible for a matching contribution; and (b) if the Plan Year is not a calendar year, the excess deferrals for a Plan Year are the last deferrals made for a calendar year.

(C) Restrictions on Contributions. The Employer shall make its contribution under the Plan irrespective of whether it has net profits. Although the Employer may contribute to this Plan irrespective of whether it has net profits, the Employer intends this plan to be a profit sharing plan for all purposes under the Code. The Employer shall not make a contribution to the Trust for any Plan Year to the extent the contribution would exceed the Participants’ “Maximum Permissible Amount” under Article IV.

(D) Return of Contributions. The Employer contributes to this Plan on the condition its contribution is not due to a mistake of fact and the Internal Revenue Service will not disallow the deduction for its contribution. The Trustee, upon written request from the Employer, must return to the Employer the amount of the Employer’s contribution made by the Employer by mistake of fact or the amount of the Employer’s contribution disallowed as a deduction under Code §404. The Trustee will not return any portion of the Employer’s contribution under the provisions of this paragraph more than one year after:

(1) The Employer made the contribution by mistake of fact; or

(2) The disallowance of the contribution as a deduction, and then only to the extent of the disallowance.

The Trustee will not increase the amount of the Employer contribution returnable under this Section 3.01 for any earnings attributable to the contribution, but the Trustee will decrease the Employer contribution returnable for any losses attributable to it. The Trustee may require the Employer to furnish it whatever evidence the Trustee deems necessary to enable the Trustee to confirm the amount the Employer has requested be returned is properly returnable under ERISA.

3.02 DETERMINATION OF CONTRIBUTION . The Employer, from its records, determines the amount of any contributions to be made by it to the Trust under the terms of the Plan.

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3.03 TIME OF PAYMENT OF CONTRIBUTION . The Employer may pay its contribution for each Plan Year in one or more installments without interest. The Employer must make its contribution to the Trust within the time prescribed by the Code or applicable Treasury regulations. The Employer must make deferral contributions to the Trust, to the extent made pursuant to salary reduction agreements, within an administratively reasonable period of time after withholding the corresponding Compensation from the Participant. The Employer also must make deferral contributions and qualified nonelective contributions no later than the time prescribed by the Code or by Treasury regulations. Deferral contributions are Employer contributions for all purposes under this Plan, except to the extent the Code or Treasury regulations prohibit the use of these contributions to satisfy the qualification requirements of the Code.

3.04 CONTRIBUTION ALLOCATION .

Method of Allocation. To make allocations under the Plan, the Advisory Committee will establish a Deferral Contributions Account and a Matching Contributions Account for each Participant.

Deferral Contributions. The Advisory Committee will allocate to each Participant’s Deferral Contributions Account the deferral contributions the Employer makes to the Trust on behalf of the Participant. Deferral contributions shall be made to the Trust by the Employer as of the earliest date on which such contributions can reasonably be segregated from the Employer’s general assets.

Catch-up Contributions. The amount of a Participant’s catch-up contributions for a calendar year shall not be determinable until the last day of the year. Catch-up contributions will be treated as such only if, and to the extent that, the Participant’s deferral contributions for the year exceed the Plan limits described in Section 12.01, the 402(g) limitations set forth in Section 12.03, the limitations described in Article IV, or the nondiscrimination limits described in Section 12.04. To the extent the Advisory Committee deems it advisable, amounts deemed to be catch-up contributions may be accounted for in a separate subaccount (“Catch-up Contributions Subaccount”) under the Deferral Contributions Account.

Matching Contributions. The Advisory Committee will allocate matching contributions to the Matching Contributions Account of the Participant on whose behalf the Employer makes that contribution as of the last day of the Plan Year; provided, however, that the Advisory Committee may make tentative interim allocations of matching contributions to the Matching Contributions Account of the Participant on whose behalf the Employer makes the contribution as of each date during the Plan Year on which such Participant is paid, and shall make a final allocation upon the earlier of the Participant’s termination of employment with the Employer or the last day of the Plan Year equal to the amount of matching contribution required under Section 3.01 less any interim allocations made to such Participant’s Matching Contributions Account during the Plan Year.

3.05 FORFEITURE ALLOCATION . A Participant will forfeit any matching contributions allocated with respect to excess deferrals, excess contributions or excess aggregate contributions, as determined under Article XII. The amount of a Participant’s Accrued Benefit forfeited under the Plan is a Participant forfeiture. The Advisory Committee will apply the amount of a Participant forfeiture in accordance with Section 3.04 of this Addendum C, to

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reduce the Employer matching contributions for the Plan Year in which the forfeiture occurs and, if necessary, to reduce the Employer matching contributions in subsequent Plan Years. Forfeitures may also be applied to Plan corrections.

3.06 ACCRUAL OF BENEFIT . The Advisory Committee will determine the accrual of benefit on the basis of the Plan Year, except as provided in Section 3.04 of this Addendum C.

Compensation Taken Into Account. In allocating an Employer contribution to a Participant’s Account, the Advisory Committee will take into account only the Compensation determined for the portion of the Plan Year in which the Employee is actually a Participant for purposes of this Article III of this Addendum C.

Hours of Service Requirement. A Participant will share in the allocation of Employer contributions and Participant forfeitures, if any, for a Plan Year without regard to any Hours of Service requirement for that Plan Year.

Employment Requirement. A Participant will share in the allocation of Employer contributions and Participant forfeitures, if any, for a Plan Year without regard to whether he is employed by the Employer on the Accounting Date of that Plan Year.

ARTICLE V.

TERMINATION OF SERVICE PARTICIPANT VESTING

5.01 NORMAL RETIREMENT AGE . A Participant’s Normal Retirement Age is 65 years of age. A Participant who remains in the employ of the Employer after attainment of Normal Retirement Age will continue to be eligible for Employer contributions. A Participant’s Accrued Benefit derived from Employer contributions is 100% Nonforfeitable upon and after his attaining Normal Retirement Age (if employed by the Employer on or after that date).

5.02 PARTICIPANT DISABILITY OR DEATH . If a Participant’s employment with the Employer terminates as a result of death or disability, the Participant’s Accrued Benefit derived from Employer contributions will be 100% Nonforfeitable.

5.03 VESTING SCHEDULE . A Participant has a 100% Nonforfeitable interest at all times in his Deferral Contributions Account (including any Catch-up Contributions Subaccount), Matching Contributions Account and Rollover Account.

[Signature page to follow]

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IN WITNESS WHEREOF, Kansas City Southern has executed this Amendment this 7th day of December, 2011, but effective as of the date(s) set forth herein.

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