0001047469-03-006514 Sample Contracts

GRUPO TMM, S.A. Warrants to Purchase 9,826,389 American Depositary Shares WARRANT AGREEMENT Dated as of March [ ], 2003 THE BANK OF NEW YORK Warrant Agent

Warrant Agreement • February 24th, 2003 • TMM Holdings • Railroad switching & terminal establishments • New York

• Contract Type
  Warrant Agreement
• Filed
  February 24th, 2003
• Company
  TMM Holdings
• Industry
  Railroad switching & terminal establishments
• Jurisdiction
  New York

WARRANT AGREEMENT (the "Warrant Agreement"), dated as of March [ ], 2003, between Grupo TMM, S.A., a sociedad anonima organized under the laws of the United Mexican States (the "Company"), and The Bank of New York, a New York banking corporation, as warrant agent (the "Warrant Agent").