KANSAS CITY SOUTHERN 18,000,000 Shares of Common Stock Underwriting AgreementKansas City Southern • December 6th, 2005 • Railroads, line-haul operating • New York
Grupo TMM, S.A., a sociedad anonima organized under the laws of the United Mexican States and a stockholder (the “Selling Stockholder”) of Kansas City Southern, a Delaware corporation (the “Company”), proposes to sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as Representative (the “Representative”), an aggregate of 18,000,000 shares (the “Shares”) of common stock, par value $0.01 per share (the “Stock”), of the Company. The Stock, including the Shares, will have attached thereto rights (the “Rights”). The Rights are to be issued pursuant to a Rights Agreement (the “Rights Agreement”) dated as of September 29, 2005 between the Company and UMB Bank, n.a., as Rights Agent.
KANSAS CITY SOUTHERN Underwriting AgreementKansas City Southern • December 6th, 2005 • Kansas City Southern • Railroads, line-haul operating • New York
Kansas City Southern, a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule I hereto (the “Underwriters”), for whom you are acting as Representative (the “Representative”), an aggregate of $210 million of shares (the “Shares”) of its 5 1/8% Cumulative Convertible Perpetual Preferred Stock, Series D liquidation preference $1,000 per share, which shall have the rights, powers and preferences set forth in the Certificate of Designation (the “Certificate of Designation”) of 5 1/8% Cumulative Convertible Perpetual Preferred Stock, a form of which is attached hereto as Exhibit A. The Shares are convertible into common stock, par value $0.01 per share (“Common Stock”) of the Company (the shares of Common Stock issuable upon conversion of the Shares together with any shares of Common Stock issued as dividend on the Shares, the “Conversion Shares”). The Conversion Shares will have attached thereto rights (the “Rights”). The Rights are
