X0306 4 2013-02-21 0000054480 KANSAS CITY SOUTHERN KSU 0001428750 Upchurch Michael W KANSAS CITY SOUTHERN PO BOX 219335 KANSAS CITY MO 64121-9335 0 1 0 0 EVP & Chief Financial Officer Common Stock 2013-02-21 4 A 0 5605 0 A 37504 D Employee Stock Option (Right to Buy) 39.53 2013-03-28 2018-03-27 Common Stock 2500 2500 D LSAR 39.53 Common Stock 2500 2500 D Employee Stock Option (Right to Buy) 52.62 2021-02-22 Common Stock 4633 4633 D Employee Stock Option (Right to Buy) 66.99 2022-02-21 Common Stock 4690 4690 D Employee Stock Option (Right to Buy) 97.77 2013-02-21 4 A 0 3666 0 A 2023-02-20 Common Stock 3666 3666 D 3,666 of these shares represent performance shares that were earned on February 21, 2013 when the KCS Compensation and Organization Committee determined that the 2012 performance goals were met. These performance shares will not vest until February 28, 2014 contingent upon continued employment by the reporting person through that date. With respect to these shares, the reporting person does not have the right to vote, receive, or be entitled to receive, cash or non-cash dividends or any other beneficial rights as a shareholder of the Company. 3,539 of these shares represent performance shares that were earned on February 22, 2012 when the KCS Compensation and Organization Committee determined that the 2011 performance goals were met. These performance shares will not vest until February 28, 2014 contingent upon continued employment by the reporting person through that date. With respect to these shares, the reporting person does not have the right to vote, receive, or be entitled to receive, cash or non-cash dividends or any other beneficial rights as a shareholder of the Company. Limited Stock Appreciation Rights ("LSARs") are granted in tandem with stock options. LSARs become exercisable only following a change-in-control of the Company in lieu of related options and are exercisable only for cash. LSARs terminate when the related options are exercised or terminated. These options become exercisable in three equal installments beginning on the first anniversary of the date of grant. Adam J. Godderz, Attorney-in-fact 2013-02-25