Exhibit 10.2

                              INDEMNITY ESCROW NOTE

US $20,745,800
                                                               December 15, 2004

          WHEREAS,  Kansas City Southern,  a Delaware  corporation  ("Obligor"),
pursuant to Section  1.2(a) of the Amended and  Restated  Acquisition  Agreement
among  Obligor,  MM (defined  below),  and the other parties named therein dated
December  15, 2004 (the  "Acquisition  Agreement"),  promises to deliver for the
benefit of TMM Multimodal,  S.A. de C.V., a SOCIEDAD ANONIMA DE CAPITAL VARIABLE
organized  under the laws of the United  Mexican  States  ("MM"),  the unsecured
promissory debt obligation of Obligor in the principal  amount of Twenty Million
Seven Hundred Forty Five Thousand  Eight Hundred U.S.  Dollars (US  $20,745,800)
(this "Note");

          WHEREAS,  Obligor and MM each desire to evidence such debt  obligation
with the issuance of this Note upon the terms and conditions set forth herein;

          NOW, THEREFORE,  in consideration of the recitals (which are deemed to
be a part of this Note) and  agreements  contained  herein,  the parties  hereto
agree as follows:

     I. PROMISE TO PAY. For value received and subject to reduction  pursuant to
Section  II  below,  Obligor  hereby  promises  to  pay to  the  order  of MM in
immediately available funds on June 1, 2007, the principal sum of Twenty Million
Seven Hundred Forty Five Thousand Eight Hundred U.S.  Dollars (US  $20,745,800),
together  with  interest on any and all unpaid  principal  amounts  from but not
including the Closing Date to June 1, 2007, as determined in accordance with the
terms below.  Payment shall be made to such account as shall be designated by MM
by at least ten days written notice to Obligor. Obligor may, at its sole option,
convert all or any part of the  principal  amount of this Note and any  interest
accrued  thereon to that  number of shares of KCS Common  Stock  ("Shares")  as,
valued at the average trading price per Share on the New York Stock Exchange, as
reported on Bloomberg  (VAP  function) for the twenty (20)  consecutive  trading
days immediately  preceding April 1, 2007, equal to the amount so converted,  by
delivery on or before April 1, 2007 of irrevocable written  instructions to such
effect to the Escrow Agent, simultaneously copied to TMM, and accompanied by one
or more certificates representing such Shares.

     II. REDUCTION OF PRINCIPAL AMOUNT. All amounts due under this Note shall be
subject  to  reduction  in  accordance  with the  terms  and  conditions  of the
Indemnity  Escrow  Agreement  dated as of the date hereof by and among  Obligor,
Grupo TMM, S.A., and the Escrow Agent named therein.

     III. INTEREST RATE/PAYMENT. Commencing on the Closing Date, the outstanding
principal  amount of this Note shall bear  interest at a rate per annum equal to
five percent  (5%).  Interest  shall be payable  upon  payment of any  principal
amounts hereunder.

     IV.  PREPAYMENT.  Obligor  shall have the right to prepay the  indebtedness
evidenced by this Note, including principal and any accrued interest thereon, in
cash or KCS Common



Stock,  in whole or in part,  without  premium  or  penalty,  upon not less than
thirty (30) days notice to the holder thereof.

     V.  ASSIGNMENT.  MM's  rights  under  this  Note may not be  negotiated  or
assigned.

     VI. OBLIGATIONS OF OTHERS.  Obligor's obligations under this Note will also
be binding on  Obligor's  successors  and  assigns  and shall only be  assigned,
transferred or otherwise conveyed to a person or entity that consents in writing
to be so bound. No such assignment, transfer or conveyance shall release Obligor
of its obligations hereunder.

     VII. WAIVER;  GOVERNING LAW.  Obligor hereby waives notice  presentment for
payment, demand, notice of dishonor and protest of this Note, and further agrees
that this Note shall be deemed to have been made under and shall be  governed by
the laws of the State of  Delaware  without  giving  effect to the choice of law
principles of that state, in all respects,  including  matters of  construction,
validity  and  performance,  and that  none of its  terms or  provisions  may be
waived,  altered,  modified or amended  except as may be  consented to in a duly
signed writing by MM.

     IN WITNESS WHEREOF,  Obligor has executed and delivered this Note as of the
date first above written.

                                       Kansas City Southern


                                       By:
                                            ------------------------------------
                                       Name:  Robert B. Terry
                                       Title:  Senior Vice President and General
                                               Counsel




                                   SCHEDULE A

                        [REDUCTIONS TO PRINCIPAL AMOUNT]