LIMITED POWER OF ATTORNEY





State of Missouri



County of Jackson



I, Mark W. Osterberg, the undersigned, effective as of the date hereof, and to

continue until I am no longer subject to Section 16 reporting, do hereby

constitute and appoint each of Jay M. Nadlman and Julie D. Powell, signing singly, my true and lawful attorneys-in-fact, solely for the purpose of preparing and executing Forms 3, 4 and 5 for and on my behalf and filing such Forms with the Securities and Exchange Commission and the New York Stock Exchange in compliance with Section 16 of the Securities Exchange Act of 1934 and rules promulgated thereunder in connection with holdings of and transactions in securities or derivative securities of Kansas City Southern.



I acknowledge that my appointment of this attorney-in-fact does not eliminate my

responsibility to comply with Section 16 of the Securities Exchange Act of 1934.



IN WITNESS WHEREOF, I have signed this Limited Power of Attorney this 9th day of

February, 2004.





/s/ Mark W. Osterberg

Mark W. Osterberg







Personally appeared the above-named Mark W. Osterberg and acknowledged the above

Limited Power of Attorney to be his free act and deed.



IN WITNESS WHEREOF, I hereunto set my seal this 9th day of

February, 2004.



/s/ Deborah A. Snoke

Notary Public





My Commission Expires:



May 21, 2007