0001013816-06-000690 Sample Contracts
Exhibit 1.1 KANSAS CITY SOUTHERN 1,494,469 Shares of Common Stock Underwriting AgreementUnderwriting Agreement • December 5th, 2006 • Kansas City Southern • 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 Morgan Stanley & Co. Incorporated (the "Underwriter"), an aggregate of 1,494,469 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.
