KANSAS CITY SOUTHERN INDUSTRIES, INC.
114 WEST 11TH STREET
KANSAS CITY, MISSOURI 64105-1804
April 23, 1996
Dear Stockholder:
We previously sent you a proxy card, proxy statement and
annual report in connection with the Annual Meeting of
Stockholders of Kansas City Southern Industries, Inc., to be held
on May 2, 1996. According to our latest records, we have not
received your proxy card instructing us on how you would like
your shares voted on the matters set forth in the Proxy
Statement.
It is important that your shares be represented at the
Annual Meeting, therefore, if you have not done so, please date,
sign and return your proxy card in the enclosed envelope. In the
event you have lost or misplace your card, another proxy card is
attached for your convenience.
If you have already mailed your proxy card, please accept
our thanks and disregard this request.
Thank you for your cooperation.
Sincerely yours,
Richard P. Bruening
Vice President, General Counsel &
Corporate Secretary
PLEASE SEE REVERSE SIDE FOR PROPOSALS TO BE VOTED
(Date, sign and return promptly in the prepaid envelope enclosed.)
(Tear Here)
KANSAS CITY SOUTHERN INDUSTRIES, INC. PROXY
This proxy confers discretionary authority as described and
may be revoked in the manner described in the proxy statement
dated March 25, 1996, receipt of which is hereby acknowledged.
Signature________________________________ Date________, 1996
Signature________________________________ Date________, 1996
Please sign exactly as name(s) appear.
All joint owners should sign.
Executors, administrators, trustees,
guardians, attorneys-in-fact, and
officers of corporate stockholders
should indicate the capacity in which
they are signing. Please indicate
whether you plan to attend the Annual
Meeting:
(Continued on other side) [ ] Will
attend [ ] Will not attend
(Continued, and to be signed on reverse side)
<PAGE>
(Tear Here)
KANSAS CITY SOUTHERN INDUSTRIES, INC. PROXY
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS. Paul H. Henson, Landon
H. Rowland, and Michael R. Haverty, or any one of them, are hereby
authorized, with full power of substitution, to vote the shares of stock of
Kansas City Southern Industries, Inc. entitled to vote for the
stockholder(s) signing this proxy at the Annual Meeting of Stockholders to
be held on May 2, 1996, or any adjournment thereof as specified herein and
in their discretion on all other matters that are properly brought before
the Annual Meeting. IF NO CHOICE IS SPECIFIED, SUCH PROXIES WILL VOTE
"FOR" THE NOMINEES NAMED HEREON AND "FOR" PROPOSALS 2, 3, 4, 5, 6 and 7.
1. Election of two directors. 5. Approval of amendment to 1991
Nominees: James E. Barnes & Stock Option and Performance
Jose F. Serrano. Award Plan to change vesting
/ / FOR all nominees except those provisions.
indicated below: / /FOR / /AGAINST / /ABSTAIN
____________________________
/ / WITHHOLD AUTHORITY to vote 6. Approved of amendment to 1991
for all nominees. Stock Option and Performance
Award Plan for purposes of
Section 162(m) and 422 of the
2. Approval of amendment to 1991 Internal Revenue Code.
Stock Option and Performance / /FOR / /AGAINST / /ABSTAIN
Award Plan to increase number
of shares authorized.
/ /FOR / /AGAINST / /ABSTAIN 7. Ratification of the Board of
Directors' selection of Price
Waterhouse LLP as KCSI's
3. Approval of amendment to 1991 independent accountants for
Stock Option and Performance 1996.
Award Plan to allow automatic / /FOR / /AGAINST / /ABSTAIN
grants to outside directors.
/ /FOR / /AGAINST / /ABSTAIN
Unless authority to vote for any
nominee is withheld, authority to
4. Approval of amendment to 1991 vote cumulatively for such nominee
Stock Option and Performance will be deemed granted, and if
Award Plan to extend the term other persons are nominated, this
of the Plan through February proxy may be voted for less than
25, 2006. all the nominees named above, in
/ /FOR / /AGAINST / /ABSTAIN the proxy holders' discretion, to
elect the maximum number of
management nominees.
