[SONNENSCHEIN NATH & ROSENTHAL LLP LETTERHEAD]





                                 August 21, 2003


VIA FACSIMILE - 213-629-5063
AND FEDERAL EXPRESS


Kenneth A. Ostrow, Esq.
Milbank, Tweed, Hadley & McCloy LLP
601 S. Figueroa Street, 30th Floor
Los Angeles, CA 90017-5735

Dear Mr. Ostrow:

     Our client,  Kansas City Southern (KCS) was shocked by the  announcement on
Monday, August 18, 2003, by Grupo TMM, S.A., (TMM) that TMM's shareholders voted
down  the  Acquisition  Agreement  covering  KCS's  proposed  purchase  of TMM's
ownership of the Mexican railroad, TFM.

     KCS was also surprised that TMM's press release failed to disclose that the
Serrano and Segovia  families  effectively  controlled that result through their
control of the voting rights of the vast majority of TMM stock.  KCS was further
dismayed  by the press  release's  failure to explain  why the  individuals  who
signed  the  Acquisition  Agreement  on  behalf  of TMM - TMM's  Chairman,  Jose
Serrano, and Chairman Serrano's nephew,  Javier Segovia,  TMM's CEO - and who as
TMM directors recommended approval of the Agreement to TMM shareholders,  turned
around as the controlling TMM shareholders,  rejecting their own recommendation,
and voted against that approval.

     KCS believes it was misled by previous statements from TMM representatives,
including as recently as last  Friday,  August 15,  2003,  when,  in a telephone
conversation  between TMM CEO Javier Segovia and KCS Assistant to the CEO, Larry
Lawrence, Mr. Segovia advised that the TMM shareholder vote was assured to be in
favor of the Acquisition Agreement. KCS is perplexed at what could have happened
over the week-end to change that prediction.

     You should  nevertheless  understand  that KCS does not consider the action
taken by Mr. Serrano at the TMM shareholders'  meeting to preclude completion of
this acquisition.  TMM shareholder approval, while contemplated in the Agreement
and  referred to publicly  (KCS having been  assured it was a "mere  formality")
was, as you must know, not included as one of the conditions  precedent to TMM's
obligation to close the transaction.

     Therefore,  we want to advise you, so that you may inform the Board of TMM,
that KCS considers the Acquisition  Agreement to remain valid and in effect.  In
particular,  KCS calls  your  attention  to Article 7 of that  agreement,  which
places many  restrictions  upon the conduct of the business of Grupo TFM and its
subsidiaries,  including  TFM,  pending  completion of this  transaction.  Those
restrictions must continue to be observed.

     In  addition  to its shock  and  dismay,  KCS  considers  that it,  and its
stockholders may have suffered  serious  financial loss from this latest action,
as well as from other  actions,  by Mr.  Serrano and TMM.  Those matters will be
addressed in a more appropriate forum.

     An  equally   disturbing  aspect  of  Mr.  Serrano's  actions  at  the  TMM
stockholder  meeting is their  timing.  KCS is advised that the Mexican  Foreign
Investment  Commission  is about to decide in the next few days  whether  or not
KCS, as NAFTA Rail,  will be  permitted to acquire the  controlling  interest in
TFM. KCS understands that the FIC has not issued a negative  decision on such an
issue in ten years, and has received  positive  feedback on the consideration of
this  transaction.  This causes KCS concern that the TMM shareholder  action was
timed to influence the FIC review process.

     KCS intends to move forward with this transaction,  in one form or another.
Because of Mr.  Serrano's  action,  KCS must now  explore all of its options and
alternatives,  legal and commercial.  These alternatives may include arbitration
or litigation to enforce  compliance with the Acquisition  Agreement.  KCS would
have preferred, of course, to avoid that expensive and divisive alternative, but
it is  resolved  to take all  appropriate  action to protect  its  stockholders'
interests,  including the pursuit of any party  unlawfully  interfering with its
contract rights.

     KCS  continues to believe that this  transaction  will benefit not only KCS
and its  stockholders,  but  also  TMM,  its  stockholders  and  its  creditors,
including  TMM's  long-suffering  bondholders,  many of whom have  called KCS to
express their disappointment.  In that respect, we must remind you that TMM also
has an  obligation  under  the  Acquisition  Agreement  to use its  commercially
reasonable  efforts  to  obtain  those  bondholders'   consent.   KCS  has  been
disappointed in the lack of progress toward meeting that obligation.




Mr. Kenneth A. Ostrow, Esq.
August 21, 2003
Page 2



     If anyone at TMM has specific issues  regarding the transaction  which they
believe KCS should  address,  we are sure that KCS is always  willing to listen.
You must  understand,  however,  that  KCS  considers  that it has a lawful  and
binding agreement arrived at after 14 months of intensive negotiations.  KCS has
spent considerable sums of money,  including raising the financing necessary for
this transaction,  based upon Messrs. Serrano and Segovia's  representations and
those of others at TMM. KCS is  certainly  not going to allow TMM to violate the
Agreement and walk away from the transaction under those circumstances.

                                   Very truly yours,



                                   John F. Marvin

JFM/pst