INTERNATIONAL CENTRE FOR DISPUTE RESOLUTION


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KANSAS CITY SOUTHERN, ET AL.,

                  CLAIMANTS,

         - AGAINST -                                ICDR NO.:  50 T 181 00514 03

GRUPO TMM, S.A., ET AL.,

                  RESPONDENTS.

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                                   STIPULATION

This stipulation is entered into between Claimants Kansas City Southern and Kara
Sub Inc.  (collectively  "KCS") and  Respondents  Grupo TMM, S.A., TMM Holdings,
S.A. de C.V., and TMM Multimodal, S.A. de C.V. (collectively "TMM").

The Arbitration  Panel determined the discrete  threshold issue TMM submitted in
its initial  answering  statement:  "Did TMM have the ability to  terminate  the
Acquisition  Agreement *** based upon the  rejection of that  Agreement by TMM's
shareholders?"  On March 19, 2004, the Panel issued an Interim Award in which it
answered this question in the negative,  concluding  that "the  rejection of the
Acquisition  Agreement by TMM's  shareholders in its vote on August 18, 2003 did
not authorize  TMM's purported  termination of that Agreement,  dated August 22,
2003. Accordingly, the Acquisition Agreement remains in force and binding on the
parties until otherwise  terminated according to its terms or by law." The panel
found it unnecessary to determine  whether  approval by TMM's  shareholders is a
"condition" of the Agreement.

The parties therefore have agreed not to move immediately into the next phase of
the arbitration.

The parties hereby stipulate:

     1.  Except as  provided  below in  paragraph  5, the  parties  agree not to
request a  scheduling  order for a further  hearing in the  arbitration  at this
time.

     2. Each  party  reserves  the right to  request  a  scheduling  order for a
further hearing at any time.

     3. Neither  party  waives any claims that it  currently  has based upon the
past conduct of the other parties,  nor any additional claims that may arise out
of the future conduct of the other parties.

     4. Neither party waives any right or remedy.



          a.   In  recognition  of the  parties'  original  agreement  to  allow
               eighteen months to satisfy the conditions to closing specified in
               the  Acquisition  Agreement and KCS's  allegation  that more than
               seven  months  have been  lost  from the date of TMM's  purported
               termination  of the  Acquisition  Agreement  on August  22,  2003
               through  the  date of the  panel's  ruling  on  March  19,  2004,
               specifically,  and not by way of  limitation,  KCS  reserves  its
               right to seek an  extension  of the  Termination  Date because of
               time  lost  as a  result  of  TMM's  alleged  repudiation  of the
               Acquisition  Agreement and TMM's  alleged  other  failures to use
               commercially reasonable efforts to consummate the transaction.

          b.   TMM reserves its right to oppose the  application  referred to in
               paragraph 4a above and, without limiting the general  reservation
               in  paragraph 4 above,  reserves  its right to maintain  that TMM
               shareholder approval is a condition of the Acquisition  Agreement
               and that the Agreement cannot close without such approval as well
               as to pursue its claims for  damages  based on alleged  breach of
               the agreement by KCS.

     5. KCS will  file an  application  to  recover  its  costs,  expenses,  and
attorneys' fees as the prevailing  party on the Interim Award in accordance with
the Commercial Arbitration Rules of the American Arbitration Association and the
Acquisition  Agreement.  TMM opposes  KCS's  application  as meritless  and also
contends the request is premature.

     6. The parties agree to discharge in good faith all of the  obligations  of
the Acquisition Agreement.


                                                     /s/ Lauren Harrison
                                                     ---------------------------
                                                     Counsel for KCS


                                                     /s/ Joseph D. Pizzurro
                                                     ---------------------------
                                                     Counsel for TMM

SO ORDERED:       Uniondale, N.Y.
                  APRIL 4, 2004


/s/ George C. Pratt
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George C. Pratt, Chair
For the Panel