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Exhibit 4.29 STOCKHOLDERS AGREEMENT STOCKHOLDERS AGREEMENT dated as of December 15, 2004, but to become effective as herein
provided, by and among Kansas City Southern, a Delaware corporation (KCS), Grupo TMM, S.A., a
sociedad anónimaorganized under the laws of the United Mexican States (UMS) (TMM), TMM
Holdings, S.A. de C.V., a sociedad anónima de capital variableorganized under the laws of the UMS
and a subsidiary of TMM (TMMH), TMM Multimodal, S.A. de
C.V., a sociedad anónima de capital
variableorganized under the laws of the UMS and a subsidiary of TMMH) (MM), and the
stockholders of TMM who have executed this Stockholders Agreement (collectively, the Principal
Stockholders). RECITALS A. Pursuant to an Amended and Restated Acquisition Agreement (the Acquisition
Agreement) dated the date hereof among KCS, certain subsidiaries of KCS, TMM, TMMH, and
MM, KCS will acquire from MM all of the issued and outstanding capital stock of Grupo
Transportación Ferroviaria Mexicana, S.A. de CV., a sociedad
anónima de capital variable
organized under the laws of the UMS (GTFM), held by MM
and MM will receive from KCS shares of Common Stock of KCS; B. Upon completion of the transactions contemplated by the Acquisition Agreement and
the Ancillary Agreements, MM will become a significant stockholder of KCS, each of TMM,
TMMH, MM and the Principal Stockholders will thereby obtain the opportunity to derive
substantial economic benefits and one or more of the Principal Stockholders may become
significant stockholders of KCS, and C. The parties hereto (each, a Party, and collectively, the Parties) desire to set forth
herein certain of their rights and duties arising out of and in connection with the
Acquisition
Agreement and the transactions contemplated thereby. NOW, THEREFORE, in consideration of the recitals (which are deemed to be part of this
Stockholders Agreement), the mutual covenants hereinafter set forth, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as
follows: Article I. REPRESENTATIONS AND WARRANTIES 1.1 Representations and Warranties of KCS. KCS represents and warrants to TMM, TMMH,
MM and the Principal Stockholders that as of the Effective Date: (a) The execution, delivery and performance by KCS of this Stockholders Agreement and
the performance by KCS of its obligations hereunder are within its corporate powers and have
been duly authorized by all necessary corporate action on its part. This Stockholders
Agreement constitutes a legal, valid and binding agreement of KCS enforceable against KCS in
accordance with its terms (i) except as limited by applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws now




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or hereafter in effect relating to or affecting creditors rights generally,
including the effect of statutory and other laws regarding fraudulent conveyances and
preferential transfers, and (ii) subject to the limitations imposed by general equitable
principles (regardless of whether such enforceability is considered in a proceeding at law
or in equity); and (b) The execution, delivery and performance of this Stockholders Agreement by KCS
does not (i) violate, conflict with or result in any breach of any provision of the charter
or by-laws of KCS, (ii) violate, conflict with or result in a violation or breach of, or
constitute a default (with or without due notice or lapse of time or both) under, or permit
the termination of, or require any notice under, or require the consent of any other party
to, or result in the acceleration of, or entitle any party to accelerate (whether as a
result of a change in control of KCS or otherwise) any obligation or agreement, or result
in the loss of any benefit or the imposition of any fee or penalty, or give rise to the
creation of any lien or encumbrance upon any of the properties or assets of KCS, under any
of the terms, conditions or provisions of any debt, note, bond, mortgage, indenture, deed
of trust, license, lease, permit, agreement or other instrument or obligation to which KCS
is a party or by which KCS or any of its respective properties or assets may be bound or
affected, or (iii) violate any Rules (including foreign, federal and state securities laws)
of any Governmental Authority applicable to KCS or any of its properties, assets or
operations. 1.2 Representations and Warranties of TMM, TMMH and MM. TMM, TMMH, and MM, each
represents and warrants, jointly and severally, to KCS that as of the Effective Date: (a) The execution, delivery and performance by each of TMM, TMMH and
MM of this Stockholders Agreement and the performance by TMM, TMMH and MM of
its obligations hereunder are within its corporate powers and have been duly authorized
by all necessary corporate action on its part. This Stockholders Agreement constitutes
a legal, valid and binding agreement of TMM, TMMH and MM enforceable against TMM,
TMMH and MM in accordance with its terms (i) except as limited by applicable
bankruptcy, insolvency, reorganization, moratorium or other similar laws now or
hereafter in effect relating to or affecting creditors rights generally, including the
effect
of statutory and other laws regarding fraudulent conveyances and preferential
transfers,
and (ii) subject to the limitations imposed by general equitable principles (regardless
of
whether such enforceability is considered in a proceeding at law or in equity); (b) The execution, delivery and performance of this Stockholders Agreement
by TMM, TMMH and MM does not (i) violate, conflict with or result in any breach of
any provision of the respective charters or by-laws of TMM, TMMH or MM, (ii) violate,
conflict with or result in a violation or breach of, or constitute a default (with or
without
due notice or lapse of time or both) under, or permit the termination of, or require
any
notice under, or require the consent of any other party to, or result in the
acceleration of,
or entitle any party to accelerate (whether as a result of a change in control of MM or
otherwise) any obligation or agreement, or result in the loss of any benefit or the - 2 -




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imposition of any fee or penalty, or give rise to the creation of any lien or
encumbrance upon any of the properties or assets of TMM, TMMH or MM under any of the
terms, conditions or provisions of any debt, note, bond, mortgage, indenture, deed of
trust, license, lease, permit, agreement or other instrument or obligation to which MM
or any of its subsidiaries is a party or by which TMM, TMMH, MM or any of their
respective subsidiaries or any of their respective properties or assets may be bound or
affected, or (iii) violate any Rules (including foreign, federal and state securities
laws) of any Governmental Authority applicable to TMM, TMMH, MM or any of their
respective subsidiaries, or any of their respective properties, assets or operations. (c) Except for shares of Common Stock issuable pursuant to the Acquisition Agreement, neither TMM, TMMH, MM nor any of their respective controlled
Affiliates
is the beneficial owner of any Voting Securities of KCS. (d) No insolvency proceedings against TMM or any of its Subsidiaries are
pending. 1.3 Representations and Warranties of Principal Stockholders. Each of the
Principal Stockholders represents and warrants, severally, to KCS as follows as of the
Effective Date: (a) Such Principal Stockholder is either (i) an entity that is duly organized,
validly existing and in good standing under the laws of its jurisdiction of
organization,
with full power and authority to enter into, execute and deliver this
Stockholders
Agreement and to perform and observe fully its obligations hereunder and to
perform the
transactions contemplated hereby, or (ii) a natural person who has the legal
capacity to
enter into this Stockholders Agreement and to consummate the
transactions
contemplated hereby. Such Principal Stockholder has taken all action required by
law,
such Persons organizational or governing documents (if applicable), or otherwise
to
authorize the execution, delivery and performance of this Stockholders Agreement
and
the consummation by such Principal Stockholder of the transactions contemplated
hereby. This Stockholders Agreement has been duly and validly executed and
delivered
by such Principal Stockholder and, assuming due authorization, execution and
delivery
by KCS, constitutes valid and binding legal obligations of such Principal
Stockholder,
enforceable against such Principal Stockholder in accordance with its terms (i)
except as
limited by applicable bankruptcy, insolvency, reorganization, moratorium or other
similar
laws now or hereafter in effect relating to or affecting creditors rights
generally,
including the effect of statutory and other laws regarding fraudulent conveyances
and
preferential transfers, and (ii) subject to the limitations imposed by general
equitable
principles (regardless of whether such enforceability is considered in a
proceeding at law
or in equity). (b) The execution, delivery and performance of this Stockholders Agreement
by such Principal Stockholder does not (i) violate, conflict with or result in any
breach of
any provision of the organizational or governing documents of any of such
Principal
Stockholder (if applicable), (ii) violate, conflict with or result in a violation
or breach of, - 3 -




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or constitute a default (with or without due notice or lapse of time or both)
under, or permit the termination of, or require any notice under, or require the consent
of any other party to, or result in the acceleration of, or entitle any party to
accelerate any obligation or agreement, or result in the loss of any benefit or the
imposition of any fee or penalty, or give rise to the creation of any lien or
encumbrance upon any of the respective properties or assets of TMM, TMMH or MM or any of
their respective Affiliates or any of the Principal Stockholders, in each case under any
of the terms, conditions or provisions of any debt, note, bond, mortgage, indenture,
deed of trust, license, lease, permit, agreement or other instrument or obligation to
which such Principal Stockholder is a party or by which they or any of their respective
properties or assets may be bound or affected or (c) violate any Rules (including
foreign, federal and state securities laws) of any Governmental Authority applicable to
such Principal Stockholder or any of their respective properties, assets or operations;
and (c) Except for shares of Common Stock issuable pursuant to the Acquisition
Agreement, neither such Principal Stockholder nor any controlled Affiliate of such
Principal Stockholder is the beneficial owner of any Voting Securities of KCS. (d) To the best of their knowledge, no insolvency proceedings against TMM
or any of its Subsidiaries are pending. Article II. STANDSTILL PROVISIONS 2.1
Standstill Provisions. (a) TMM, TMMH, MM and each of the Principal
Stockholders covenants to and agrees with KCS that, unless it is specifically invited in
writing to do so by the Board of Directors, during the Standstill Period such Person will not,
and will cause each of its Affiliates not to, directly or indirectly, alone, as part of a
Group or in concert with others: (i) acquire or agree to acquire (other than pursuant to the Acquisition
Agreement, the Consulting Agreement, or this Agreement) beneficial ownership of
any Voting Securities (or any direct or indirect rights or options to acquire
(through purchase, exchange, conversion or otherwise) beneficial ownership of any
Voting Securities), if after any such acquisition, such Person and its
Affiliates, or such Group would beneficially own aggregate outstanding Voting
Securities representing more than 20% of the Total Voting Power; (ii) make any public announcement with respect to any acquisition or
proposal by any TMM Holder, or any Group of which any TMM Holder is a member or
acting in concert with, for the acquisition of Voting Securities with respect to
any merger, consolidation or business combination involving KCS or its
Affiliates or for or with respect to any purchase of a substantial portion of
the - 4 -




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assets of KCS or its Affiliates, whether or not such proposal might require
the making of a public announcement by KCS; (iii) solicit, initiate, make, or in any way participate in, any
solicitation of proxies to vote any Voting Securities or become a
participant in any election contest (as such terms are defined or used in
Regulation 14A under the Exchange Act, as such Regulation is currently in
effect, disregarding clause (iv) of Rule 14a-l(l)(2) and including any exempt
solicitation pursuant to Rule 14a-2(b)(l)); (iv) except as approved by the Board of Directors, call, or vote in favor
of a call for, any special meeting of stockholders of KCS; (v) initiate or propose any matter for submission to a vote of
stockholders of KCS or participate in the making of, or solicit stockholders
for the approval of, any stockholder proposal; (vi) grant any proxy with respect to any Voting Securities to any Person
not approved in writing by KCS, except for proxies granted to representatives
of KCS in connection with the voting of shares at an annual or special meeting
of stockholders or to a pledgee pursuant to a pledge that complies with
Section 3.6 of this Agreement; (vii) take any action which would be reasonably likely to require KCS to
make a public announcement regarding any of the matters specified in this
Section 2.l(a)(i)-(xi); or (viii) initiate or participate in any negotiations or arrangements with
any third party with respect to any of the foregoing, or provide any
information or take any action designed to advise, assist, encourage or act in
concert with any third party in connection with any of the foregoing; (ix) disclose publicly any intention, plan or arrangement inconsistent
with the foregoing; (x) make any request in a public manner or that would require public
disclosure, that KCS (or any of its officers, directors, representatives,
employees, attorneys, advisors, agents or Affiliates) to waive, amend or
modify any provisions of Section 2.1(a)(i)-(xi); or (xi) otherwise act, alone or in concert with others, to seek to control
or influence materially the management, Board of Directors or policies of KCS. (b) TMM, TMMH, MM and each of the Principal Stockholders covenants to and agrees
with KCS that such Person will promptly notify the Board of Directors of any serious
inquiry from any third party regarding any of the matters specified in Section - 5 -




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2.1(a)(i)-(xi) (which notification shall include the identity of each such third
party and the material terms and conditions of each such inquiry). The Parties acknowledge
that any such inquiry made by a Competitor or a representative of a Competitor shall be
regarded as a serious inquiry. 2.2 Effect of violations. If TMM, TMMH, MM, the Principal Stockholders or any of
their respective Affiliates owns or acquires beneficial ownership of any Voting Securities of
KCS in violation of Section 2.1(a)(i), none of TMM, TMMH, MM, the Principal Stockholders,
nor any of their Affiliates shall be entitled to vote, or cause to be voted, any Voting
Securities in
excess of the greater of (i) the level owned immediately prior to the acquisition of Voting
Securities that resulted in the violation and (ii) the level permitted to be owned by Section
2.1(a)(i), for any purposes (including, without limitation, with respect to a transaction of
any type
or for the election of directors) and shall be deemed thereby to have granted to any Person
designated by the Board of Directors an irrevocable proxy to vote such securities in
proportion to
the votes cast by all other holders of Voting Securities of KCS on such matter; provided,that
the
right to vote such securities shall be reinstated, and such proxy shall be deemed to be
revoked,
upon the earlier of (i) any transfer of such securities other than to an Affiliate of the
transferor
and that is not otherwise in violation of this Stockholders Agreement and (ii) the first date
on
which the beneficial ownership of Voting Securities is reduced to the greater of (x) the level
owned immediately prior to the acquisition of Voting Securities that resulted in the violation
and
(y) the level permitted by Section 2.1(a)(i). KCS shall (as specified in Section 9.11) be
entitled
to enforce specifically the terms of this Section 2.2 and may also pursue any other available
remedy to which it may be entitled as a result of any violation of this Stockholders
Agreement. 2.3 Termination. The rights and obligations under this Article II shall immediately
and irrevocably terminate upon the earliest to occur of (i) a Change of Control of KCS, or
(ii) the
first date the TMM Holders beneficially own in the aggregate less than 15% of the outstanding
Voting Securities of KCS for at least 30 consecutive days. 2.4 Section 203, Delaware General Corporation Law. The acquisition of Voting
Securities of KCS by any of the TMM Holders pursuant to this Agreement, the Acquisition
Agreement or the Consulting Agreement shall not be subject to Section 203 of the Delaware
General Corporation Law (Section 203), but Section 203 shall remain applicable to any other
acquisitions of Voting Securities by any of the TMM Holders. Article III. RESTRICTIONS ON TRANSFER 3.1 General restrictions on transfers. The TMM Holders shall not, directly or
indirectly, alone or in concert with others, sell, assign, transfer, pledge, hypothecate,
otherwise subject to any lien, grant any option with respect to or otherwise dispose of any
interest in (or enter into an agreement or understanding with respect to the foregoing) any Voting
Securities beneficially owned by them (a Disposition), except in accordance with the terms of
this Stockholders Agreement. - 6 -




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3.2 Dispositions to Competitors. (a) For a period of seven years after the Effective Date, the TMM Holders
shall not, directly or indirectly, alone or in concert with others, effect a Disposition to a
Competitor; provided that no Disposition pursuant to a Public Offering or a Rule 144
Transaction will be deemed to violate this prohibition if the selling TMM Holder(s)
invoke and follow or require participating underwriters or brokers to invoke and follow,
appropriate and reasonable procedures (subject to the prior approval of KCS, which shall
not be unreasonably withheld) designed to prevent the sale of such Voting Securities to
any Competitor. The Parties agree that a written representation from the purchaser or a
representative of the purchaser shall satisfy the requirements of appropriate and
reasonable procedures set forth in this Section 3.2(a) provided such representation
authorizes reliance thereon by KCS and KCS has no reasonable grounds to believe that
such representation cannot be relied upon to satisfy such requirements. (b) After the earliest of (i) seven years following the Effective Date, or (ii) the
first date on which the TMM Holders have beneficially owned in the aggregate, directly
or indirectly and alone or as part of a Group, less than 15% of the outstanding Voting
Securities of KCS for at least 30 consecutive days (such earlier time being referred to
herein as the ROFR Commencement Date), any TMM Holder may sell Voting
Securities to a Competitor so long as the procedures set forth in this Section 3.2(b) are
followed. If after the ROFR Commencement Date the selling TMM Holder proposes to
sell Voting Securities to a Competitor (it being agreed that no Disposition pursuant to a
Public Offering or a Rule 144 Transaction will be deemed to give rise to this right of first
refusal), then KCS shall have a right of first refusal. If such a Disposition to a
Competitor is proposed, the selling TMM Holder shall deliver a written notice to KCS
advising KCS of the number of Voting Securities such holder desires to sell and the bona
fide terms, including price, of any such proposed transaction. KCS shall have the right
(but not the obligation) to purchase, in whole but not in part, such Voting Securities at a
per share cash purchase price equal to the cash purchase price, or on such other terms as
provided, in the agreement between the selling TMM Holder and a Competitor. In order
to exercise its purchase rights hereunder, KCS must deliver a written notice to the seller
to such effect within 10 business days after receipt of written notice of the proposed sale.
If KCS timely elects to purchase the Voting Securities specified in the notice, it shall
complete the purchase within 60 days from the delivery of such notice, unless a longer
time is required to secure any regulatory approvals, in which case the purchase shall
occur on the second business day after the receipt of any such required approvals, which
approvals shall be obtained as soon as practicable. Unless KCS exercises its right of first
refusal by delivering written notice to the selling TMM Holder prior to the expiration of
the offering period described above, the selling TMM Holder shall be entitled to sell such
Voting Securities which KCS has not elected to purchase during the 120 days following
such expiration on terms and conditions no more favorable to the purchasers thereof than
those offered to KCS. Any Voting Securities not so sold by the selling TMM Holder
during such 120 day period may not thereafter be sold unless again offered to KCS
pursuant to the terms of this provision. This purchase right shall be assignable, in whole - 7 -




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or in part, by KCS to any other Person, but no such assignment shall relieve KCS of
its obligation to assure payment of the purchase price for any Voting Securities as to
which a notice of election to exercise the right of first refusal is made by KCS or any
such assignee. 3.3 Dispositions to Affiliates. For a period of seven years after the Effective Date,
each of the TMM Holders shall not, directly or indirectly, alone or in concert with others,
effect a
Disposition of Voting Securities to any Affiliate of TMM, TMMH, or MM or any Affiliate of
any Principal Stockholders unless such Affiliate agrees in writing to be bound by the terms of
this Stockholders Agreement and provided that the TMM Holders shall remain responsible,
jointly and severally, for any breaches of this Stockholders Agreement by such Affiliate
(provided that any TMM Holder which is a Principal Stockholder shall be severally responsible
only for breaches by an Affiliate of the Principal Stockholder to which such Principal
Stockholder effects a Disposition). 3.4 Dispositions to Certain Holders. Subject to the provisions of Sections 3.2 and 3.3,
the TMM Holders may make a Disposition of any or all Voting Securities beneficially owned by
such Person, provided that: (a) No Disposition (whether in a single transaction or series of transactions)
that in the aggregate represents 5% or more of the outstanding Voting Securities shall
be
made to any Person (other than a Permitted Underwriter or an Affiliate pursuant to and
in
accordance with Section 3.3) other than a Person who is eligible to file reports
pursuant
to Rule 13d-l under the Exchange Act (a 13G Filer), unless such Person would not be
so eligible with respect to the Voting Securities acquired from the Disposition; and (b) No Disposition (whether in a single transaction or series of transactions)
of Voting Securities that in the aggregate represents 5% or more of the outstanding
Voting Securities shall be made to any 13G Filer unless: (i) such 13G Filer would continue to be eligible to file reports pursuant to
Section 13(g) under the Exchange Act with respect to the Voting Securities after
giving effect to the proposed acquisition of such Voting Securities; and (ii) the selling TMM Holder shall have delivered a written notice to KCS
advising KCS of the number of Voting Securities the seller desires to sell and the
terms, including price, of the proposed transaction and KCS has been provided the
right (but not the obligation) to purchase, in whole or in part, such Voting
Securities at a per share cash purchase price equal to the purchase price, or upon
such other terms as provided, in the proposed transaction. In order to exercise its
purchase rights hereunder, KCS must deliver a written notice to the seller to such
effect within five business days after receipt of written notice of the proposed
sale. Upon the expiration of the offering period described above, the selling TMM
Holder shall be entitled to sell such Voting Securities which KCS - 8 -




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has not elected to purchase during the 120 days following such expiration on
terms and conditions no more favorable to the purchasers thereof than those
offered to KCS. Any Voting Securities not so sold by the selling TMM Holder
during such 120 day period may not thereafter be sold unless again offered to
KCS pursuant to the terms of this provision. This purchase right shall be
assignable, in whole or in part, by KCS to any other Person, but no such
assignment shall relieve KCS of its obligation to assure payment of the
purchase price for any Voting Securities as to which KCS has delivered such a
written notice. (c) Notwithstanding the provisions of Section 3.4(a) and (b), no Disposition
(whether in a single transaction or a series of transactions) shall be made to any
Person or Group that would, together with such Persons Affiliates and Associates and
after giving effect to the acquisition of such Voting Securities, beneficially own or
have the right to acquire more than 15% of the Total Voting Power. 3.5 Dispositions of Holders of Voting Securities. For a period of seven years
after the
Effective Date, no TMM Holder shall, directly or indirectly, alone or in concert with
others, sell,
assign, transfer, pledge, hypothecate, otherwise subject to any lien, grant any option
with respect
to or otherwise dispose of any interest in (or enter into an agreement or understanding
with
respect to the foregoing) any capital stock or Voting Securities or control of any Person
that,
directly or indirectly, beneficially owns any Voting Securities of KCS to a Competitor,
except as
permitted by Section 3.3. 3.6 Pledges. Subject to the provisions contained herein, a TMM Holder may pledge
or hypothecate as security for any indebtedness or other obligations any or all Voting
Securities
beneficially owned by such Person provided that such TMM Holder obtains prior to such
pledge
or hypothecation written consent from the pledgee that upon the occurrence of an event
which
gives the pledgee the right to foreclose on the pledged Voting Securities (Foreclosure
Event)
such pledgee shall provide to KCS prompt written notice of such Foreclosure Event and
provide
KCS the right to purchase such Voting Securities at a cash purchase price equal to the
average
closing price of KCSs Common Stock on the New York Stock Exchange over the five
consecutive trading days preceding the date of receipt of the notice of the pending
foreclosure
sale. In order to exercise its purchase rights hereunder, KCS must deliver a written
notice to the
pledgee to such effect within five business days after receipt of written notice of the
Foreclosure
Event and complete such purchase within 60 days from the delivery of such notice unless a
longer time is required to secure any regulatory approvals, in which case the purchase
shall occur
on the second business day after the receipt of any such required approvals. This
purchase right
shall be assignable, in whole or in part, by KCS to any other Person, but no such
assignment
shall relieve KCS of its obligation to assure payment of the purchase price for any
Voting
Securities as to which KCS has delivered such a written notice. 3.7 Effect of Non-Compliance. Any attempted Disposition of any Voting Securities
in violation of any provision of this Stockholders Agreement shall be void, and KCS
shall not
record such Disposition on its books or treat any purported transferee of such Voting
Securities - 9 -




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as the owner of such shares for any purpose, including without limitation, voting,
receiving dividends or other distributions and being entitled to any of the benefits of this
Stockholders Agreement. 3.8 Permitted Dispositions in Connection with Certain Transactions.
Notwithstanding the provisions of this Article III, the TMM Holders shall be permitted to make
a
Disposition in connection with any tender or exchange offer made by an unaffiliated third
party
to acquire KCS Common Stock so long as the following conditions are satisfied (i) the TMM
Holders are in compliance with the provisions of Section 2.1 (a) with respect to such tender
or
exchange offer; (ii) such tender or exchange offer must be for all of the outstanding Voting
Securities; (iii) the offerer shall have made a commitment to effect a merger after the
completion
of the tender or exchange offer to provide the same consideration being provided to the
holders
of the securities tendered in the tender offer; (iv) the holders of a majority of the Voting
Securities of KCS, other than the Voting Securities beneficially owned by the TMM Holders,
shall have tendered their Voting Securities pursuant to such tender or exchange offer and such
Voting Securities shall not have been withdrawn; (v) such tender or exchange offer shall not
be
subject to any financing condition; and (vi) the TMM Holders may not tender, or publicly
disclose their intention to tender, prior to the business day immediately preceding the
scheduled
expiration of the tender or exchange offer. 3.9 Termination. Except for Section 3.2(b) (which shall survive indefinitely), the
rights and obligations under this Article III shall immediately and irrevocably terminate: (i) on the first date the TMM Holders beneficially own in the aggregate less than 15%
of the outstanding Voting Securities of KCS for at least 30 consecutive days; or (ii) a Change of Control of KCS. Article IV. PRE-EMPTIVE RIGHTS 4.1 Pre-Emptive Rights. (a) Subject to Section 4.1(d) below, except for issuances of Common Stock (including
for this purpose, options, warrants and other securities convertible into or exercisable
for Common Stock) issued: (i) to KCSs employees, directors, consultants, agents, independent
contractors or other service providers in connection with a Plan existing on the
date hereof or a Plan approved by the Board of Directors and adopted by KCS after
the date hereof; (ii) upon the exercise of any options, warrants, convertible or exchangeable
securities which are outstanding as of the date hereof; - 10 -




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(iii) in connection with the acquisition (by merger, consolidation,
acquisition of assets or equity interests or otherwise) of the equity interests
or assets of another Person; or (iv) issued pursuant to the Acquisition Agreement, the Ancillary
Agreements, or the Consulting Agreement; if KCS authorizes the issuance or sale of any shares of Common Stock or any
securities containing options or rights to acquire any shares of Common Stock (other
than as a dividend on the outstanding Common Stock), KCS shall first notify TMM Holders
of such proposed transaction and offer to sell to each such Person a number of shares
of Common Stock (or, as applicable, options, warrants or other securities convertible
into or exercisable for Common Stock) equal to the product obtained by multiplying the
number of shares of Common Stock or securities containing options or rights to acquire
Common Stock authorized to be sold by KCS by a fraction, (1) the numerator of which is
the number of shares of Common Stock owned by such Person and (2) the denominator of
which is the total of all then-outstanding Voting Securities. Each TMM Holder shall be
entitled to purchase such Common Stock (or, as applicable, options, warrants or other
securities convertible into or exercisable for Common Stock) at the same price and on
the same terms and conditions as such Common Stock (or, as applicable, options,
warrants or other securities convertible into or exercisable for Common Stock) are to
be offered to any other Persons. To the extent that any TMM Holder elects not to
participate in such pre-emptive rights, each of the other TMM Holders shall have a
prorata right to purchase at the same price and on the same terms and conditions the
Voting Securities which such non-participating TMM Holder had the right but elected not
to purchase; provided that the exercise of such right does not extend the time for
written notice set forth in Section 4.1(b). The purchase price for all stock and
securities offered to such TMM Holders shall be payable in cash or, to the extent that
other payment is to be made by the other Persons to whom stock or securities are so
offered, on such other payment terms. (b) In order to exercise its purchase rights hereunder, a TMM Holder must
deliver a written notice to KCS to such effect within ten business days after receipt
of
written notice from KCS describing in reasonable detail the stock or securities being
offered, the purchase price thereof, the payment terms, such holders percentage
allotment, and the number of shares of Common Stock (or, as applicable, options,
warrants or other securities convertible into or exercisable for Common Stock) such
holder has the right to purchase hereunder. (c) Upon the expiration of the offering period described above, KCS shall be
entitled to sell such stock or securities which such TMM Holders have not elected to
purchase during the 120 days following such expiration on terms and conditions no more
favorable to the purchasers thereof than those offered to such TMM Holders. Any stock
or securities not so sold by KCS during such 120 day period may not thereafter be sold
unless again offered to the TMM Holders pursuant to the terms of this Article IV. - 11 -




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(d) The rights of the TMM Holders under this Article IV shall immediately
and irrevocably terminate on the earlier to occur of (i) the date that the TMM Holders do
not beneficially own in the aggregate at least 40% of the Voting Securities initially
acquired by MM pursuant to the Acquisition Agreement; or (ii) the date that is three (3)
years following the date hereof. Article V. VOTING AGREEMENT 5.1 Voting Agreement. From and after the Effective Date and until the provisions
of this Article V cease to be effective, each TMM Holder shall vote all of the Voting Securities
beneficially owned by such Person and entitled to vote in the election of directors (i) in favor of
all Persons nominated by the Nominating Committee for election as a member of the Board of
Directors by the holders of Common Stock; and (ii) against any proposal to remove any director
nominated by the Nominating Committee and elected to the Board of Directors by the holders of
Common Stock; and each such holder shall take all other reasonably necessary or desirable actions
within its control (including, without limitation, attendance at meetings in person or by proxy for
purposes of obtaining a quorum and execution of written consents in lieu of meetings) to cause such
actions to be taken. Article VI. EFFECTIVE DATE 6.1 This Stockholders Agreement shall become effective on and as of the Closing Date
provided for in the Acquisition Agreement (Effective Date). Article VII. TERMINATION 7.1 Termination. Subject to Section 7.2, this Stockholders Agreement, except to the
extent earlier termination is expressly provided for herein, shall terminate on the earliest to
occur of: (a) the first date the TMM Holders and their Affiliates shall have, for at least
30 consecutive days, beneficially owned in the aggregate less than 40% of the Voting
Securities initially acquired by MM pursuant to the Merger contemplated by the
Acquisition Agreement; and (b) the termination of this Stockholders Agreement in a writing signed by
each of the parties hereto and approved by the Board of Directors. - 12 -




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7.2 Effect of Termination. If this Stockholders Agreement is terminated in
accordance with Section 7.1, hereof, this Stockholders Agreement shall become null and void and of
no further force and effect, except that (a) the terms and provisions of this Section 7.2, Section
2.2, and Sections 3.2(b), 3.7, and 3.8 shall remain in full force and effect, and as long as such
Sections remain in effect Articles 8 and 9 shall remain in full force and effect, and (b) any
termination of this Stockholders Agreement shall not relieve any Party hereto from any liability
for any breach of its obligations hereunder, regardless of whether such Party terminated this
Stockholders Agreement. - 13 -




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Article VIII. DEFINITIONS 8.1 Defined Terms. As used in this Stockholders Agreement, the following terms
shall have the following meanings (unless indicated otherwise, all Article and Section
references are to Articles and Sections of this Stockholders Agreement): 13G
Filer  shall have the meaning assigned to such term in Section 3.4(d) of this
Stockholders Agreement. Acquisition Agreement shall have the meaning set forth in Recital A of this
Stockholders Agreement. Affiliate shall mean, with respect to any Person, (i) any other Person directly or
indirectly through one or more intermediaries controlling or controlled by, or under direct
or indirect common control with, such specified Person; (ii) any other Person that owns,
directly or indirectly, ten percent or more of such Persons capital stock or other equity
interests or any officer or director of any such Person or other Person or, (iii) with
respect to any natural Person, any person having a relationship with such Person by blood,
marriage or adoption not more remote than first cousin; provided, however,that for the
purposes of this Stockholders Agreement, (w) KCS and its subsidiaries and Affiliates shall
not be deemed Affiliates of TMM, TMMH, MM or any of their respective subsidiaries and (x)
TMM, TMMH, MM and any of their respective subsidiaries and Affiliates shall not be deemed
Affiliates of KCS and its subsidiaries. For purposes hereof, (y) a subsidiary of a Person
shall mean any other Person more than 50% of the outstanding Voting Securities of which are
owned, directly or indirectly, by such Person and (z) control when used with respect to any
specified Person means the power to direct the management and policies of such Person,
directly or indirectly, whether through the ownership of voting securities, by contract or
otherwise; and the terms controlling and controlled shall have correlative meanings. Ancillary Agreements shall have the meaning assigned to such term in the Acquisition
Agreement. Applicable Law shall mean any Law applicable to KCS, TMM, TMMH, MM or any of their
respective Affiliates, properties, assets, officers, directors, employees or agents, as the
case may be. Arbitration Costs shall have the meaning assigned to such term in Section 9.12(d)(iii)
of this Stockholders Agreement. Arbitrators shall have the meaning assigned to such term in Section 9.12(d)(i) of this
Stockholders Agreement. Associate shall have the meaning set forth in Rule 12b-2 under the Exchange Act. - 14 -




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beneficial ownership shall be determined pursuant to Rule 13d-3 of the
Exchange Act or, if Rule 13d-3 shall be rescinded and there shall be no successor rule or
statutory provision thereto, pursuant to Rule 13d-3 as in effect on the date hereof; provided,
that Voting Securities issued or issuable pursuant to the Consulting Agreement shall not be
counted for purposes of Section 2.l(a)(i). Board of Directors shall mean the board of directors of KCS. Change of Control shall mean, with respect to such Person, the occurrence of any of the
following: (a) any Person or Group, other than a subsidiary or any employee benefit plan (or any
related trust) of such Person or a subsidiary of such Person, becomes the beneficial owner of 20%
or more of the Voting Securities representing 20% or more of the combined Total Voting Power of all
Voting Securities of such Person, except that (1) no such Person or Group shall be deemed to
beneficially own any securities held by such Person or a subsidiary or any employee benefit plan
(or any related trust) of such Person or a subsidiary, or (2) no Person who or which, together with
all Affiliates of such Person, was the beneficial owner of Voting Securities representing 20% or
more of the combined Total Voting Power of all Voting Securities of such Person issued and
outstanding as of the Effective Time of the Merger, as defined in the Acquisition Agreement shall
be deemed as a result thereof to have caused a Change of Control of such Person hereunder;
provided, however, that if such Person or any of its Affiliates, after the Effective Time, as
defined in the Acquisition Agreement, of the Merger (A) acquires, in one or more transactions,
beneficial ownership of an additional number of Voting Securities which exceeds 5% of the
then-outstanding Voting Securities or Total Voting Power and (B) beneficially owns after such
acquisition Voting Securities representing 20% or more of the combined Total Voting Power of all
Voting Securities of such Person, then such Person shall be deemed to have caused a Change of
Control hereunder; or (b) within a period of 24 months or less, the individuals who, as of any
date, constitute the board of directors of such Person (the Incumbent Directors) cease for any
reason to constitute at least 75% of the members of such board of directors unless at the end of
such period, at least 75% of the individuals then constituting such board of directors were either
Incumbent Directors or nominated upon the recommendation of at least 75% of the Incumbent Directors
or other directors so nominated; or (c) approval by the stockholders of such Person of any of the
following: (1) a merger, reorganization or consolidation (Acquisition) with respect to which the
individuals and entities who were the respective beneficial owners of the stock and Voting
Securities of the Person immediately before such Acquisition do not, after such Acquisition,
beneficially own, directly or indirectly, more than 80% of, respectively, the common stock and the
combined voting power of the Voting Securities of the Person resulting from such Acquisition in
substantially the same proportion as their ownership immediately before such Acquisition, (2) a
liquidation or dissolution of such Person, or (3) the sale or other disposition of all or
substantially all of the assets of such Person. Closing Date shall have the meaning assigned to such term in the Acquisition Agreement. - 15 -




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Common Stock shall mean the common stock, par value $.01 per share, of KCS, as set
forth in the Restated Certificate of Incorporation of KCS. Competitor shall mean Canadian National Railway, Canadian Pacific Railway Company, Union
Pacific Corporation, Burlington Northern Santa Fe Corporation, CSX Corporation, Norfolk Southern
Corp., Ferrocarril Mexicano, S.A. de C.V., Ferrocarril del Sureste, S.A. de C.V., Grupo Mexico,
S.A. de C.V., the Anschutz Corporation, Carlos Slim Helu, and any other Person who operates a
railroad in the United States, Mexico or Canada after the date hereof which, if operated in the
United States would be regarded as a Class I railroad, and any of their respective successors or
Affiliates. Consulting Agreement shall mean the agreement between KCS and Consulting Firm referred
to in the Acquisition Agreement. Disposition shall have the meaning assigned to such term in Section 3.1 of this
Stockholders Agreement. Dispute Notice shall have the meaning assigned to such term in Section 9.12(c) of this
Stockholders Agreement. Dispute Party and Dispute Parties shall have the meaning assigned to such terms in
Section 9.12(a) of this Stockholders Agreement. Disputes shall have the meaning assigned to such term in Section 9.12(a) of this
Stockholders Agreement. Effective Date shall have the meaning assigned to such term in Section 6.1 of
this Stockholders Agreement. Exchange Act shall mean the Securities Exchange Act of 1934, as amended, and the rules
and regulations of the SEC thereunder. Foreclosure Event shall have the meaning assigned to such term in Section 3.6 of this
Stockholders Agreement. Governmental Authority shall mean any United States, Mexican or foreign government, any
state or other political subdivision thereof, any entity exercising executive, legislative,
judicial, regulatory or administrative functions of or pertaining to government, including the
SEC or any other United States, Mexican or foreign government authority, agency, department,
board, commission or instrumentality of the United States, any state of the United States or
any political subdivision thereof or any foreign jurisdiction, and any court, tribunal or
arbitrator(s) of competent jurisdiction, and any United States, Mexican or foreign governmental
or non-governmental self-regulatory organization, agency or authority (including the New York
Stock Exchange). Group shall have the meaning specified in Section 13(d)(3) of the Exchange Act. - 16 -




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Law shall mean any U.S., Mexican or foreign federal, state or local statute, law
(whether statutory or common law), ordinance, rule, administrative interpretation, regulation,
order, writ, injunction, directive, judgment, decree, policy, guideline or other requirement or
arbitration award or finding (including, without limitation, those of the New York Stock Exchange
or any other applicable self-regulatory organization). Merger shall have the meaning assigned to such term in the Acquisition Agreement. Nominating Committee shall mean the Nominating Committee of the Board of Directors. Parties and Party shall have the meaning assigned to such term in Recital C of this
Stockholders Agreement. Permitted Underwriter shall mean any underwriter who is in the business of underwriting
securities and who, in the ordinary course of its business as an underwriter, acquires Voting
Securities in connection with a public offering with the bona fide intention of reselling all of
the Voting Securities so acquired pursuant to such public offering. Person shall mean any individual, firm, corporation, partnership (limited or general)
limited liability company, joint venture organization, or other entity and shall include any group
comprised of any Person and any other Person with whom such Person or an Affiliate of such Person
has any agreement, arrangement or understanding, directly or indirectly, for the purpose of
acquiring, holding, voting or disposing of any shares of Voting Securities. Plan shall mean each bonus, pension, stock option, stock purchase, stock bonus, benefit,
profit sharing, retirement, severance, incentive, deferred compensation and other similar employee
benefit plans, funds, programs or arrangements, all employment contracts or executive compensation
agreements, written or oral, and all collective bargaining agreements, each other employee
benefit plan (within the meaning of Section 3(3) of the Employee Retirement Income Security Act
of 1974, as amended) and each other superannuation and similar schemes, in each of the foregoing
cases which cover, are maintained for the benefit of, or relate to any or all employees
(regardless whether such employees regular place of employment is within or without the United
States) or terminated employees of KCS or any subsidiary or Affiliate. Public Offering shall mean an underwritten public offering of securities of KCS pursuant to
an effective registration statement under the Securities Act or such other public offering
pursuant to an effective registration statement under the Securities Act effecting a broad
distribution of the Voting Securities offered. Registration Rights Agreement shall mean the Registration Rights Agreement, dated the date
hereof, by and among KCS, TMM, TMMH, MM and the Principal Stockholders. Rights Agreement shall have the meaning assigned to such term in Section 2.3 of this
Stockholders Agreement. - 17 -




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ROFR Commencement Date shall have the meaning assigned to such term in Section
3.2(b) of this Stockholders Agreement. Rules shall mean any federal, state, local or foreign statute, law, code, ordinance,
rule, regulation, judgment, writ, decree, injunction, order, concession, grant, franchise,
permit or license or other governmental or regulatory authorization, consent or approval
applicable to TMM, TMMH, MM or any of the Principal Stockholders or any of their respective
assets, properties, operations or Plans, in each case as applicable. Rule 144 Transaction shall mean sale(s) of Common Stock made in accordance with the
provisions of Rule 144 under the Securities Act, as currently in effect, including the
brokers transaction, volume and manner of sale provisions thereof. SEC shall mean the United States Securities and Exchange Commission and any successor
thereto. Securities Act shall mean the Securities Act of 1933, as amended, and the rules and
regulations of the SEC thereunder. Standstill Period shall mean the period commencing on the Effective Date and ending on
the date seven years after the Effective Date. TFM shall mean TFM, S.A. de C.V. TMM Holders shall mean, at any date, each of TMM, TMMH, MM, the Principal Stockholders,
and any of their respective Affiliates who are then holders of Common Stock. Total Voting Power shall mean, at any date, the total number of votes that may be cast
in the election of directors of KCS (including all outstanding shares of Common Stock) at any
meeting of stockholders of KCS held on such date assuming all Voting Securities then entitled
to vote at such meeting were present and voted at such meeting, other than votes that may be
cast only upon the happening of a contingency. Voting Securities shall mean any securities of KCS (unless the context specifically
contemplates another issuer) which are entitled to vote generally in the election of directors
without regard to any event or occurrence (including, without limitation, the Common Stock),
and any other securities by their terms convertible into or exercisable or exchangeable for
such securities (whether or not any event or occurrence required to occur prior to such
conversion, exercise or exchange shall have occurred). Article IX. MISCELLANEOUS 9.1 Amendments; Waiver. This Stockholders Agreement may not be amended, altered
or modified except by written instrument executed by KCS and TMM. KCS and TMM - 18 -




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may amend this Stockholders Agreement without notice to or the consent of any third party.
Any agreement on the part of KCS and TMM to waive (i) any inaccuracies in any representation and
warranty contained herein or in any document, certificate or writing delivered pursuant hereto, or
(ii) compliance with any of the agreements, covenants or conditions contained herein, shall be
valid only if set forth in an instrument in writing signed on behalf of the Party against whom the
waiver is to be effective. No such waiver shall constitute a waiver of, or estoppel with respect
to, any subsequent or other inaccuracy, breach or failure to strictly comply with the provisions of
this Stockholders Agreement. Any delay or omission on the part of KCS or TMM to exercise any right
hereunder shall not in any manner impair the exercise of any right accruing to it hereafter. 9.2 Entire Agreement. This Agreement constitutes the entire agreement of the
Parties, except as provided herein, and supersedes all prior agreements and understandings,
written and oral, among the Parties with respect to the subject matter hereof. 9.3 Interpretation. This Stockholders Agreement is in the English language. The
Parties waive any rights they may have under Applicable Law to have this Stockholders
Agreement made in any language other than English; provided to the extent that any such waiver
shall not be valid under Applicable Law, the Parties agree that in case of any ambiguity or
contradiction between the English language version of this Stockholders Agreement and any
translation into any other language, that the English language version shall control. 9.4
Severability. Any term or provision of this Stockholders Agreement which is
invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to
the
extent of such invalidity or unenforceability without rendering invalid or unenforceable the
remaining terms and provisions of this Stockholders Agreement or affecting the validity or
enforceability of any of the terms or provisions of this Stockholders Agreement in any other
jurisdiction. If any provision of this Stockholders Agreement is so broad as to be
unenforceable,
the provision shall be interpreted to be only so broad as is enforceable. 9.5 Notices. Unless otherwise provided herein, all notices and other communications
hereunder shall be in writing and shall be deemed given if (a) delivered in person, (b)
transmitted
by facsimile (with written confirmation), (c) mailed by certified or registered mail (return
receipt
requested) (in which case such notice shall be deemed given on the third day after such
mailing)
or (d) delivered by an express courier (with written confirmation) to the Parties at the
following
addresses (or at such other address for a Party as shall be specified by like notice): If to TMM, TMMH, MM or the Principal Stockholders: Grupo TMM, S.A.
Avenida de la Cuspide, No. 4755
Colonia Parques del Pedregal
14010 Mexico, D.F. - 19 -




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CT
Corporation1209 Orange Street
Wilmington, Delaware 19801 With a copy (which shall not constitute notice) to: Milbank, Tweed, Hadley & McCloy LLP
1 Chase Manhattan Plaza
New York, New York 10005
Attention: Thomas C. Janson If to KCS: Kansas City Southern
P.O. Box 219335
427 West 12th Street
Kansas City, MO 64121-9335
Attention: President With a copy (which shall not constitute notice) to: Sonnenschein Nath & Rosenthal LLP
4520 Main Street, Suite 1100
Kansas City, MO 64111
Attention: John F. Marvin, Esq. Any Party hereto may from time to time change its address for notices under this Section 9.5 by
giving at least 10 days notice of such changed address to the other Parties hereto. 9.6 Headings. The headings herein are for convenience only, do not constitute a part
of this Stockholders Agreement and shall not be deemed to limit or affect any of the
provisions
of this Stockholders Agreement. 9.7
Binding Effect; Persons Benefiting; No Assignment. This Stockholders
Agreement shall inure to the benefit of and be binding upon the Parties and their respective
successors and assigns (including transferees of Voting Securities). No provision of this
Stockholders Agreement is intended or shall be construed to confer upon any entity or Person
other than the Parties and their respective successors and permitted assigns any right, remedy
or
claim under or by reason of this Stockholders Agreement or any part hereof. This
Stockholders
Agreement may not be assigned by any of the Parties without the prior written consent of the
other Parties. 9.8 Restrictive Legend. A copy of this Stockholders Agreement shall be filed with
the Secretary of KCS and kept with the records of KCS. Upon original issuance thereof and
until
such time as the same is no longer required hereunder or under any Applicable Law, any - 20 -




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certificate issued representing any shares of Common Stock issued to any of the TMM Holders
and all certificates issued upon transfer (except for transfers in accordance with Section 3.3) or
in exchange or substitution therefor in accordance with this Stockholders Agreement shall bear the
following restrictive legend: THE SHARES EVIDENCED BY THIS CERTIFICATE MAY NOT BE OFFERED, SOLD,
ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF (TRANSFERRED)
UNLESS AND UNTIL REGISTERED UNDER THE SECURITIES ACT OF 1933 OR UNLESS SUCH
TRANSFER IS EXEMPT FROM REGISTRATION OR IS OTHERWISE IN COMPLIANCE WITH THE
SECURITIES ACT. THE TRANSFER OF THE SHARES EVIDENCED BY THIS CERTIFICATE IS SUBJECT TO THE
RESTRICTIONS ON TRANSFER PROVIDED FOR IN THE STOCKHOLDERS AGREEMENT, DATED
DECEMBER 15, 2004, BETWEEN KCS AND CERTAIN STOCKHOLDERS, AS FROM TIME TO TIME
IN EFFECT, A COPY OF WHICH IS ON FILE AT THE EXECUTIVE OFFICES OF KCS AND WILL
BE FURNISHED WITHOUT CHARGE TO THE HOLDER OF SUCH SHARES UPON WRITTEN REQUEST
TO KCS. NO SUCH TRANSFER WILL BE EFFECTIVE UNLESS AND UNTIL THE TERMS AND
CONDITIONS OF SUCH STOCKHOLDERS AGREEMENT HAVE BEEN COMPLIED WITH IN FULL AND
NO PERSON MAY REQUEST KCS TO RECORD THE TRANSFER OF ANY SHARES IF SUCH
TRANSFER IS IN VIOLATION OF SUCH STOCKHOLDERS AGREEMENT. THE SHARES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON VOTING
PROVIDED FOR IN THE STOCKHOLDERS AGREEMENT AND NO VOTE OF SUCH SHARES THAT
CONTRAVENES SUCH AGREEMENT SHALL BE EFFECTIVE. The certificates representing Voting Securities beneficially owned by the TMM Holders
(including, without limitation, all certificates issued upon transfer or in exchange thereof or
substitution therefor in accordance with this Stockholders Agreement) shall also bear any legend
required under any other applicable laws, including state securities or blue sky laws. KCS may
make a notation on its records or give instructions to any transfer agents or registrars for such
shares in order to implement the restrictions on transfer set forth in this Stockholders
Agreement. KCS shall not incur any liability for any refusal or delay in recognizing any transfer
of Voting Securities if KCS in good faith reasonably believes that such transfer may have been or
would be in violation of the provisions of applicable law or this Stockholders Agreement. 9.9 No Third Party Beneficiaries. This Stockholders Agreement is intended for the
benefit of the Parties hereto and their respective permitted successors and assigns and is not
for
the benefit of, nor may any provision of this Stockholders Agreement be enforced by, any
other
Person. 9.10 Counterparts. This Stockholders Agreement may be executed in two or more
counterparts, each original or facsimile of which shall be deemed an original, but all of
which - 21 -




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taken together shall constitute one and the same agreement, it being understood that all
of the Parties need not sign the same counterpart. 9.11 Specific Enforcement. The Parties hereto acknowledge and agree that irreparable
damage would occur in the event that any of the provisions of this Stockholders Agreement
were not performed in accordance with their specific terms or were otherwise breached. It is
accordingly agreed that each of the Parties hereto shall be entitled to an injunction or
injunctions
to prevent or cure breaches of the provisions of this Stockholders Agreement by the other and
to
enforce specifically the terms and provisions of this Stockholders Agreement, this being in
addition to any other remedy to which they may be entitled by law or equity. 9.12
Governing Law; Dispute Resolution. (a) Resolution of any and all disputes between KCS, on the one hand, and one or
more of TMM, TMMH, MM, the Principal Stockholders, and any of their respective Affiliates
on the other hand, (each of KCS, on the one hand, and TMM, TMMH, MM, the Principal
Stockholders, or any of their respective Affiliates, on the other hand, a Dispute Party and,
both
of KCS, on the one hand, and TMM, TMMH, MM, the Principal Stockholders, or any of their
respective Affiliates, on the other hand, the Dispute Parties) arising from or in connection
with
this Stockholders Agreement or any transactions contemplated by this
Stockholders
Agreement, whether based on contract, tort, common law, equity, statute, regulation, order or
otherwise, (Disputes), including Disputes arising in connection with claims by third
Persons,
shall be exclusively governed by and settled in accordance with the provisions of this Section
9.12; provided, that the foregoing shall not preclude equitable or other judicial relief to
enforce
the provisions hereof or to preserve the status quo pending resolution of Disputes hereunder. (b) THIS AGREEMENT, THE LEGAL RELATIONS BETWEEN THE PARTIES
HERETO AND THE ADJUDICATION AND ENFORCEMENT THEREOF, SHALL BE
GOVERNED BY AND INTERPRETED AND CONSTRUED IN ACCORDANCE WITH THE
SUBSTANTIVE LAWS OF THE STATE OF DELAWARE AND THE FEDERAL LAWS OF
THE UNITED STATES OF AMERICA, WITHOUT REGARD TO APPLICABLE CHOICE
OF LAW PROVISIONS. (c) As to any Dispute which is not resolved in the ordinary course of business, the
Dispute Parties shall first attempt in good faith to promptly resolve any Dispute by
negotiations
between executives. Either of the Dispute Parties may initiate this procedure by delivery of
written notice of the Dispute (the Dispute Notice) to the other. Not later than 20 days
after
delivery of the Dispute Notice, one executive of one of the Dispute Parties with authority to
settle the Dispute shall meet with one executive of the other Dispute Party with authority to
settle
the Dispute at a reasonably acceptable time and place, and thereafter as such executives shall
deem reasonably necessary. The executives shall exchange relevant information and endeavor to
resolve the Dispute. Prior to any such meeting, each Dispute Partys executive shall advise
the
other as to any individuals who will attend such meeting with the executive. All
negotiations
pursuant to this Section 9.12(c) shall be confidential and shall be treated as compromise - 22 -




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negotiations for purposes of Rule 408 of the Federal Rules of Evidence and similarly
under other local or foreign rules of evidence. (d) Each Dispute Party hereby agrees to submit all Disputes not resolved pursuant to
Section 9.12(c) hereof to final and binding arbitration in New York, New York. Either
Dispute Party may initiate such arbitration by delivery of a demand therefor (the
Arbitration Demand) to the other Dispute Party not sooner than 60 days after the date of
delivery of the Dispute Notice but promptly thereafter; provided, that if a Dispute Party
rejects participation in the procedures provided under Section 9.12(c), the other Dispute
Party may initiate arbitration at such earlier time as such rejection shall become
reasonably apparent, and, whenever arbitration is initiated, may seek recovery of any
damages or expenses arising from such rejection, including attorneys fees and expenses, and
Arbitration Costs (as defined below) in connection with arbitration hereunder. (i) Three Arbitrators shall be appointed (the Arbitrators), one of whom shall be
appointed by KCS, one by TMM, and the third of whom, who shall act as the chairman of the
arbitral tribunal, shall be appointed by the first two Arbitrators within 10 business days of
the first two Arbitrators confirmation by the American Arbitration Association. Each Party
agrees that the TMM Holders shall be considered jointly as one side for the purposes of
constitution of the arbitration tribunal hereunder. If either Dispute Party fails to appoint
an Arbitrator within 10 business days of a request in writing by the other Dispute Party to
do so or if the first two Arbitrators cannot agree on the appointment of the third Arbitrator
within 10 business days of their confirmation by the American Arbitration Association, then
such Arbitrator shall be appointed by the American Arbitration Association in accordance with
its Commercial Arbitration Rules. As soon as the arbitration tribunal has been convened, a
hearing date shall be set within 15 days thereafter; provided, that the Arbitrators may
extend the date of the hearing upon request of any Dispute Party to the extent necessary to
insure that such Dispute Party is given a reasonable period of time to prepare for the
hearing. Written submittals in the English language shall be presented and exchanged by both
Dispute Parties five business days before the hearing date. At such time the Dispute Parties
shall also exchange copies of all documentary evidence upon which they will rely at the
arbitration hearing and a list of the witnesses whom they intend to call to testify at the
hearing. The Arbitrators shall make their determination as promptly as practicable after
conclusion of the hearing. (ii) The arbitration shall be conducted in the English language pursuant to the
Commercial Arbitration Rules of the American Arbitration Association. Notwithstanding the
foregoing, (A) each Dispute Party shall have the right to audit the books and records of the
other Dispute Party that are reasonably related to the Dispute; (B) each Dispute Party shall
provide to the other, reasonably in advance of any hearing, copies of all documents which a
Dispute Party intends to present in such hearing; (C) all hearings shall be conducted on an
expedited schedule; and (D) all proceedings shall be confidential, except that either
Dispute Party may at its expense make a stenographic record thereof. (iii) The Arbitrators shall endeavor to complete all hearings not later than 120 days
after their tribunal has been convened, and shall make a final award as promptly as - 23 -




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practicable thereafter. Such award shall be communicated, in writing, by the Arbitrators to
the Dispute Parties, and shall contain specific findings of fact and conclusions of law in
accordance with the governing law set forth in Section 9.12(b) of this Agreement. Any award of
such Arbitrators shall be final and binding upon the Parties to this Agreement and shall not be
attacked by any of the Parties to this Agreement in any court of law and may be enforced in any
court having jurisdiction, including expressly the courts of the State of New York, United States
of America, and the courts of the Federal District of Mexico. The Arbitrators shall apportion all
costs and expenses of the arbitration, including the Arbitrators fees and expenses, fees and
expenses of experts and fees and expenses of translators (Arbitration Costs) between the
prevailing and non-prevailing Dispute Party as the Arbitrators shall deem fair and reasonable. In
circumstances where (A) a Dispute has been asserted or defended against on grounds that the
Arbitrators deem manifestly unreasonable, or (B) the non-prevailing Dispute Party has rejected
participation in procedures under Section 9.12(c), the Arbitrators may assess all Arbitration
Costs against the non-prevailing Dispute Party and may include in the award the prevailing Dispute
Partys attorneys fees and expenses in connection with any and all proceedings under this Section
9.12. Notwithstanding the foregoing, in no event may the arbitrator award multiple or punitive
damages. (e) Pursuant to an agreement of the Parties hereto or a judicial determination that a
Dispute is not subject to final and binding arbitration as set forth in Section 9.12(d), KCS,
TMM,
TMMH, MM and the Principal Stockholders each irrevocably agrees that any legal action or
proceeding against it with respect to this Stockholders Agreement and any transaction
contemplated by this Stockholders Agreement shall be brought only in the courts of the State
of
New York, or of Federal courts of the United States of America sitting in New York, and by
execution and delivery of this Stockholders Agreement, KCS and each of TMM Holders
irrevocably submits to the venue and jurisdiction of each such court and irrevocably waives
any
objection or defense such Party may have to venue or personal jurisdiction in any such court
for
the purpose of resolving any claim, dispute, cause of action arising out of or related to this
Stockholders Agreement (including any claim that the suit or action has been brought in an
inconvenient forum and any right to which it may become entitled on account of place of
residence or domicile), the alleged breach of this Stockholders Agreement, the enforcement of
the terms of this Stockholders Agreement, the Acquisition Agreement, the
Ancillary
Agreements and the other terms contemplated hereby and thereby. A final judgment in any suit,
action or proceeding shall be conclusive and may be enforced in any court where jurisdiction
over the Parties may be had or in which the Parties are subject to service of process. (f) Each of the Parties hereto irrevocably appoints CT Corporation (the Process
Agent), at 1209 Orange Street, Wilmington, Delaware, 19801 (telephone 302-658-7581) as its
agent and true and lawful attorney-in-fact in its name, place and stead to accept on behalf of
each
of the parties and their respective properties and revenues, service of copies of the summons
and
complaint and any other process which may be served in any such suit, action or proceeding
brought in the State of New York, and each of the Parties hereto agrees that failure of the
Process
Agent to give any notice of any such service of process to any of the Parties hereto shall not
impair or affect the validity of such service or the enforcement of any judgment based
thereon. - 24 -




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9.13 Announcements. KCS and TMM shall consult with each other before issuing,
and provide each other the opportunity to review, comment on and concur with, any press
release
or other public statement with respect to this Stockholders Agreement, except as KCS or TMM
may determine is otherwise required by Applicable Law, judicial or administrative action or
any
requirement of the Mexican Stock Exchange, the New York Stock Exchange or any other
applicable self-regulatory organization. 9.14
Cooperation on TMM Distribution. KCS acknowledges that holders may desire
to effect a distribution of the shares of Common Stock to the stockholders of TMM in a tax
efficient manner (a Spin-Off). In the event that TMM determines to effect a Spin-Off, KCS
will, and will cause its subsidiaries to, take commercially reasonable efforts to cooperate
with
TMM in the consummation of the Spin-Off. Without limiting the generality of the foregoing, if
requested by TMM, KCS agrees to use its commercially reasonable efforts to effect the Spin-Off
Merger (as defined below) as promptly as practicable after receipt from TMM of notice of its
intention to effect such Spin-Off Merger. TMM shall cooperate fully with KCS, and shall
reimburse KCS, for any out-of-pocket expenses that KCS incurs in connection with the Spin-Off
Merger, including the reasonable fees and expenses of KCSs counsel (other than any such
expenses that constitute Registration Expenses (as defined in the Registration Rights
Agreement)
in the event that the Spin-Off Merger requires registration under the Securities Act (in which
case such registration shall reduce by one (1) the number of registrations required to be
effected
by KCS under Section 2 of the Registration Rights Agreement)) and shall indemnify and hold
KCS harmless from and against all costs and expenses of any nature whatsoever (including taxes
in connection therewith) resulting from, arising out of, or due to, directly or indirectly,
the Spin-Off Merger (other than with respect to matters as to which KCS is obligated to provide
indemnification under the Registration Rights Agreement). For purposes of this Agreement, the term Spin-Off Merger shall mean a transaction occurring
prior to that date which shall be one year following the Effective Time (as defined in the
Acquisition Agreement) in which (i) a newly-formed entity organized under the laws of the UMS
whose assets consist solely of the shares of Common Stock (Holdco) and the stock of which is
distributed to the holders of capital stock of TMM is merged with and into a wholly-owned
subsidiary of KCS and, in such merger, the outstanding shares of capital stock of Holdco are
converted into the right to receive, in the aggregate, a number of shares of Common Stock equal to
the number of shares of Common Stock held by Holdco; (ii) Holdco shall not have any indebtedness
or other obligations (other than any obligations related solely to its organization and the
holding of the shares of Common Stock, which obligations TMM shall agree to indemnify KCS against
pursuant to an indemnity agreement satisfactory in form and substance to KCS and TMM); (iii) KCS
and its subsidiaries shall not be required to assume or become liable for any other liabilities as
a result of the Spin-Off Merger (other than any obligations or liabilities resulting from the
registration of the shares of Common Stock issuable pursuant to the Spin-Off Merger); and (iv) KCS
shall be reasonably satisfied that the transaction will not affect adversely in any material way
any rights of KCS or any of its Affiliates under the Acquisition Agreement or any of the Ancillary
Agreements, including without limitation, rights to receive any indemnification determined to be
due thereunder. - 25 -




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IN WITNESS WHEREOF, the parties hereto have caused this Stockholders Agreement to be
duly executed by their respective authorized officers as of the date hereof. KANSAS CITY SOUTHERNBy:
    
    /s/ Michael R. HavertyName:
    
    Michael R. HavertyTitle:
    
    Chairman, President & CEOGRUPO TMM, S.A.By:
    
    /s/ Jose F. Serrano SegoviaName:
    
    JOSE F. SERRANO SEGOVIATitle:
    
    ATTORNEY IN FACTBy:
    
    /s/ Javier Segovia SerranoName:
    
    JAVIER SEGOVIA SERRANOTitle:
    
    ATTORNEY IN FACTTMM HOLDINGS, S.A. de C.V.By:
    
    /s/ Jose F. Serrano SegoviaName:
    
    JOSE F. SERRANO SEGOVIATitle:
    
    ATTORNEY IN FACTBy:
    
    /s/ Javier Segovia SerranoName:
    
    JAVIER SEGOVIA SERRANOTitle:
    
    ATTORNEY IN FACTTMM MULTIMODAL, S.A. de C.V.By:
    
    /s/ Jose F. Serrano SegoviaName:
    
    JOSE F. SERRANO SEGOVIATitle:
    
    ATTORNEY IN FACTBy:
    
    /s/ Javier Segovia SerranoName:
    
    JAVIER SEGOVIA SERRANOTitle:
    
    ATTORNEY IN FACT
 - 26 -




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PRINCIPAL STOCKHOLDERS/s/ Jose F. Serrano SegoviaJose F. Serrano Segovia/s/ Ramon Serrano SegoviaRamon Serrano Segovia/s/ Teresa Serrano SegoviaTeresa Serrano SegoviaSERVICIOS DIRECTIVOS SERVIA, S.A. DE C.V.By:
    
    /s/ Jose F. Serrano SegoviaName:
    
    JOSE F. SERRANO SEGOVIATitle:
    
    ATTORNEY IN FACTBy:
    
    /s/ Javier Segovia SerranoName:
    
    JAVIER SEGOVIA SERRANOTitle:
    
    ATTORNEY IN FACTPROMOTORA SERVIA, S.A. de C.V.By:
    
    /s/ Jose F. Serrano SegoviaName:
    
    JOSE F. SERRANO SEGOVIATitle:
    
    ATTORNEY IN FACTBy:
    
    /s/ Javier Segovia SerranoName:
    
    JAVIER SEGOVIA SERRANOTitle:
    
    ATTORNEY IN FACT
 - 27 -