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EXECUTION COPY
 GRUPO TELEVISA, S.A.B.,
  THE BANK OF NEW YORK,
    THE BANK OF NEW YORK (LUXEMBOURG) S.A.,
   
 TENTH SUPPLEMENTAL INDENTURE




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TABLE OF CONTENTS
 PageARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
    
    
    2Section 101
    
    Definitions
    
    
    2Section 102
    
    Section References
    
    
    4ARTICLE II TITLE AND TERMS OF THE SECURITIES
    
    
    4Section 201
    
    Title of the Securities
    
    
    4Section 202
    
    Amount and Denominations
    
    
    4Section 203
    
    Registered Securities
    
    
    4Section 204
    
    Issuance and Pricing
    
    
    4Section 205
    
    Stated Maturity
    
    
    4Section 206
    
    Interest
    
    
    5Section 207
    
    Registration, Transfer and Exchange
    
    
    5Section 208
    
    Redemption of the Securities
    
    
    7Section 209
    
    Denominations
    
    
    8Section 210
    
    Payment Currency
    
    
    8Section 211
    
    Applicability of Certain Indenture Provisions
    
    
    8Section 212
    
    Security Registrar and Paying Agent
    
    
    8Section 213
    
    Global Securities
    
    
    8Section 214
    
    [INTENTIONALLY OMITTED]
    
    
    11Section 215
    
    Sinking Fund
    
    
    11Section 216
    
    Conversion; Exchange
    
    
    11Section 217
    
    Amendments
    
    
    11Section 218
    
    Applicable Procedures
    
    
    11Section 219
    
    Paying and Transfer Agent
    
    
    11Section 220
    
    ISIN Numbers
    
    
    11Section 221
    
    Calculation Agent
    
    
    12ARTICLE III MISCELLANEOUS PROVISIONS
    
    
    14EXHIBITSExhibit A-1
    
    Rule 144A NoteExhibit A-2
    
    Regulation S NoteExhibit B
    
    Form of Transfer Certificate for Exchange or Transfer
from Rule 144A Note to Regulation S Note Prior
to the Expiration of the Restricted PeriodExhibit C
    
    Form of Transfer Certificate for Exchange or Transfer
from Rule 144A Note to Regulation S Note After
the Expiration of the Restricted PeriodExhibit D
    
    Form of Transfer Certificate for Exchange or Transfer
from Regulation S Note to Rule 144A Note
 i




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PageExhibit E
    
    Form of Certificate of Beneficial OwnershipExhibit F
    
    Form of Registration Rights Agreement
 ii




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th sociedad anónima bursátil Issuer Company Trustee Registrar Paying Agent Transfer Agent Paying Agent Transfer Agent Listing Agent
 Original Indenture Indenture Securities
 8.49% Senior Notes due 2037




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8.49% Senior Notes due 2037
 ARTICLE I
 DEFINITIONS AND OTHER
PROVISIONS OF GENERAL APPLICATION
 Section 101 Definitions.
  Applicable Procedures
 Calculation Agent
 Clearstream Banking société anonyme
 Depositary provided however
 Euroclear
 Global Securities Global Security
 Initial Purchasers Goldman Sachs HSBC
 Interest Payment Date
 Mexican FX Day
 2




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Mexican Peso Ps.
 Notes
 Rate Calculation Date
 Remaining Scheduled Payments
 Securities
 Securities Act
 Settlement Rate Banco de México provided however
 3




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Section 102 Section References.
  ARTICLE II
 TITLE AND TERMS OF THE SECURITIES
 Section 201 Title of the Securities.
  Section 202 Amount and Denominations.
 provided however
 Section 203 Registered Securities.
 Exhibit A-1 Exhibit A-2 Global Securities Global Security
 Section 204 Issuance and Pricing.
  Section 205 Stated Maturity.
  4




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Section 206 Interest.
 provided
  Section 207 Registration, Transfer and Exchange.
 provided however
 provided however
 5




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Rule 144A Security to Regulation S Security.
 Restricted Period
 6




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Regulation S Security to Rule 144A Security.
  Section 208 Redemption of the Securities.
  7




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Section 209 Denominations.
  Section 210 Payment Currency.
   Section 211 Applicability of Certain Indenture Provisions.
  Section 212 Security Registrar and Paying Agent.
  Section 213 Global Securities.
 Form of Securities
 8




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Rule 144A Securities Exhibit
A-1 Rule 144A Security
 Regulation S Securities Exhibit A-2 Regulation S Security
   9




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dWort
  Operating Procedures of the Euroclear System Terms and Conditions Governing Use of Euroclear
 10




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Instructions to Participants
 Section 214 [INTENTIONALLY OMITTED]
 Section 215 Sinking Fund.
  Section 216 Conversion; Exchange.
 Exhibit
F
 Section 217 Amendments.
  Section 218 Applicable Procedures.
  Section 219 Paying and Transfer Agent.
  Section 220 ISIN Numbers.
  11




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Section 221 Calculation Agent.
      12




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13




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ARTICLE III
 MISCELLANEOUS PROVISIONS
     14




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GRUPO TELEVISA, S.A.B.,
as IssuerBy:Name:
    Alfonso de Angoitia NoriegaTitle:
    Executive Vice PresidentBy:Name:
    Salvi Folch ViaderoTitle:
    Chief Financial Officer




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THE BANK OF NEW YORK,
As Trustee, Registrar, Paying Agent
     and Transfer AgentBYName:Title: 2




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THE BANK OF NEW YORK
     (LUXEMBOURG) S.A.
as Luxembourg Paying Agent, Transfer
     Agent and Listing AgentBYName:Title: 3




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Exhibit A-1
 RULE 144A NOTE
 THIS NOTE IS A RULE 144A SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND
IS REGISTERED IN THE NAME OF THE COMMON DEPOSITARY, THE BANK OF NEW YORK (THE
 DEPOSITARY ), OR A NOMINEE THEREOF, FOR CLEARSTREAM BANKING, SOCIÉTÉ ANONYME AND EUROCLEAR
BANK S.A./N.V. , WHICH MAY BE TREATED BY GRUPO TELEVISA, S.A.B., THE TRUSTEE AND ANY AGENT THEREOF
AS OWNER AND HOLDER OF THIS GLOBAL NOTE FOR ALL PURPOSES. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE
OR IN PART FOR SECURITIES IN DEFINITIVE FORM, THIS GLOBAL NOTE MAY NOT BE TRANSFERRED EXCEPT AS A
WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY, OR BY A NOMINEE OF THE DEPOSITARY TO THE
DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY, OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.
 THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE  SECURITIES ACT ), OR ANY STATE OR OTHER SECURITIES LAWS. NEITHER THIS NOTE
NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE TRANSACTION
IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER
OF THIS NOTE BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT (A) IT IS A  QUALIFIED INSTITUTIONAL
BUYER  (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS NOT A U.S. PERSON AND IS
ACQUIRING THIS NOTE IN AN  OFFSHORE TRANSACTION  PURSUANT TO RULE 903 OR 904 OF REGULATION
S, (2) AGREES THAT IT WILL NOT SELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A)(i) TO A PERSON WHO
THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A
UNDER THE SECURITIES ACT ACQUIRING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL BUYER IN A TRANSACTION COMPLYING WITH RULE 144A, (ii) IN AN OFFSHORE TRANSACTION
COMPLYING WITH THE REQUIREMENTS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT,
OR (iii) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144
THEREUNDER (IF AVAILABLE), AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES
OF THE UNITED STATES AND OTHER JURISDICTIONS, AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO
WHOM THIS NOTE IS
 A-1-1




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TRANSFERRED A
NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. AS USED HEREIN, THE TERMS  OFFSHORE
TRANSACTION ,  UNITED STATES  AND  U.S. PERSON  HAVE THE RESPECTIVE MEANINGS
GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.
 THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF AGREES TO BE BOUND BY THE PROVISIONS OF THE
REGISTRATION RIGHTS AGREEMENT RELATING TO ALL THE SECURITIES.
 A-1-2




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No. 1
    
    Ps. [          ]ISIN No. [          ]Common Code [          ]
 Grupo Televisa, S.A.B.
   sociedad
anónima bursátil Company Schedule A Interest Payment Date
  A-1-3




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provided however provided further
 Notes Indenture Trustee Tenth Supplemental Indenture
   A-1-4




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A-1-5




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A-1-6




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Attest:Name:
    Ricardo Maldonado YañezTitle:
    Secretary of the Board of Directors
of Grupo Televisa S.A.B.
 GRUPO TELEVISA, S.A.B.By:Name:
    Joaquín Balcárcel Santa CruzTitle:
    Executive Vice PresidentBy:Name:
    Salvi Folch ViaderoTitle:
    Chief Financial Officer
     Dated: May 9, 2007
    The Bank of New York,
as TrusteeBy:   A-1-7




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FORM OF REVERSE OF RULE 144A NOTE
 Notes Tenth Supplemental Indenture
   Settlement Rate Banco de México http://www.banxico.gob.mx provided, however
 Rate Calculation Date
 A-1-8




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Mexican FX Day
  Additional Amounts Taxes Additional Amounts
  A-1-9




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A-1-10




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Excluded Taxes
 Secretaría de Hacienda y Crédito
Público
  A-1-11




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Optional Redemption.
  Bonos de Desarrollo del Gobierno Federal con Tasa
de Interés Fija
    A-1-12




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A-1-13




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Repurchase of Notes upon a Change of Control
 Withholding Tax Redemption
 A-1-14




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A-1-15




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provided
   THE INDENTURE AND THIS NOTE SHALL BE GOVERNED BY AND BE CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ANY PROVISIONS RELATING TO CONFLICTS OF LAWS
OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.
 A-1-16




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SCHEDULE A
 SCHEDULE OF EXCHANGES
  Principal amount of
    
    
    
    
    
    
    
    Change in principal
    
    
    
    Principal amount ofthis Rule 144A Note
    
    
    
    
    
    
    
    Amount of this Rule
    
    
    
    this Rule 144A Note
    
    
    
    Notation made by oras of the date of
    
    
    
    
    
    
    
    144A Note due to
    
    
    
    following such
    
    
    
    on behalf of theexchange
    
    
    Date exchange made
    
    
    
    exchange
    
    
    
    exchange
    
    
    
    TrusteePs.
 A-1-17




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Exhibit A-2
 REGULATION S NOTE
 PRIOR TO EXPIRATION OF THE 40-DAY DISTRIBUTION COMPLIANCE PERIOD (AS DEFINED IN REGULATION S
( REGULATION S ) UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE  SECURITIES
ACT )), THIS NOTE MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED
STATES (AS DEFINED IN REGULATION S) OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, A U.S. PERSON (AS
DEFINED IN REGULATION S), EXCEPT TO A PERSON REASONABLY BELIEVED TO BE A QUALIFIED INSTITUTIONAL
BUYER (AS DEFINED IN RULE 144A ( RULE 144A ) UNDER THE SECURITIES ACT) IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE l44A AND THE INDENTURE REFERRED TO HEREIN.
 THIS NOTE IS A REGULATION S SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO
AND IS REGISTERED IN THE NAME OF THE COMMON DEPOSITARY, THE BANK OF NEW YORK (THE
 DEPOSITARY ), OR A NOMINEE THEREOF, FOR CLEARSTREAM BANKING, SOCIÉTÉ ANONYME AND EUROCLEAR
BANK S.A./N.V. , WHICH MAY BE TREATED BY GRUPO TELEVISA, S.A.B., THE TRUSTEE AND ANY AGENT THEREOF
AS OWNER AND HOLDER OF THIS GLOBAL NOTE FOR ALL PURPOSES. UNLESS AND UNTIL IT IS EXCHANGED IN
WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS GLOBAL NOTE MAY NOT BE TRANSFERRED EXCEPT AS A
WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY, OR BY A NOMINEE OF THE DEPOSITARY TO THE
DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY, OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.
 THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF AGREES TO BE BOUND BY THE PROVISIONS OF THE
REGISTRATION RIGHTS AGREEMENT RELATING TO ALL THE NOTES.
 A-2-1




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No. 1
    
    Ps.[          ]ISIN No. [          ]Common Code [          ]
 Grupo Televisa, S.A.B.
   sociedad
anónima bursátil Company Schedule A Interest Payment Date
  A-2-2




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provided howeve provided further
 Notes Indenture Trustee Tenth Supplemental Indenture
   A-2-3




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Exhibit E
    A-2-4




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A-2-5




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Attest:Name:
    Ricardo Maldonado YañezTitle:
    Secretary of the Board of Directors
of Grupo Televisa S.A.B.
 GRUPO TELEVISA, S.A.B.By:Name:
    Joaquín Balcárcel Santa CruzTitle:
    Executive Vice PresidentBy:Name:
    Salvi Folch ViaderoTitle:
    Chief Financial Officer
     Dated: May 9, 2007
    The Bank of New York,
as TrusteeBy:Authorized Signatory A-2-6




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FORM OF REVERSE OF REGULATION S NOTE
 Notes Tenth Supplemental Indenture
   Settlement Rate Banco de México http://www.banxico.gob.mx provided, however
 Rate Calculation Date
 A-2-7




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Mexican FX Day
  Additional Amounts Additional Amounts
  A-2-8




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A-2-9




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Excluded Taxes
 Secretaria de Hacienda y Credito Público
  A-2-10




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Optional Redemption.
  Bonos de Desarrollo del Gobierno Federal con Tasa
de Interés Fija
    A-2-11




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A-2-12




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Repurchase of Notes upon a Change of Control
 Withholding Tax Redemption
 A-2-13




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A-2-14




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provided
   THE INDENTURE AND THIS NOTE SHALL BE GOVERNED BY AND BE CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ANY PROVISIONS RELATING TO CONFLICTS OF LAWS
OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.
 A-2-15




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SCHEDULE A
 SCHEDULE OF EXCHANGES
  Principal Amount of
    
    
    
    
    
    
    
    Change in Principal
    
    
    
    Principal amount ofthis Regulation S
    
    
    
    
    
    
    
    amount of this
    
    
    
    this Regulation S
    
    
    
    Notation made by orNote as of the date
    
    
    
    
    
    
    
    Regulation S Note
    
    
    
    Note following such
    
    
    
    on behalf of theof exchange
    
    
    Date exchange made
    
    
    
    due to exchange
    
    
    
    exchange
    
    
    
    TrusteePs.
 A-2-16




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Exhibit B
 
 
 Re:
    
    Grupo Televisa, S.A.B.Ps.4,500,000,000 8.49% Senior Notes due 2037 (the Notes)
 Trustee Company Indenture
 Transferor
  (1)
    
    the Transferor is not a distributor of the Securities, an affiliate of the
Company or any such distributor or a person acting on behalf of any of the foregoing;(2)
    
    the offer of the Notes was not made to a person in the United States;(3)
    
    either: (A) at the time the buy order was originated, the transferee was
outside the United States or the Transferor and any person acting on its behalf
reasonably believed that the transferee was outside the United States, or
 (B)
    
    The transaction was executed in, on or
through the
 B-1




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facilities of a designated offshore securities market and neither
the Transferor nor any person acting on its behalf knows that the
transaction was prearranged with a buyer in the United States;
 (4)
    
    no directed selling efforts have been made in contravention of the
requirements of Rule 903(b) or 904(b) of Regulation S, as applicable;(5)
    
    if the Transferor is a dealer in securities or has received a selling
concession, fee or other remuneration in respect of the Securities covered by this
transfer certificate then the requirements of Rule 904(c)(1) have been satisfied;(6)
    
    the transaction is not part of a plan or scheme to evade the registration
requirements of the Securities Act; and(7)
    
    upon completion of the transaction, the beneficial interest being transferred
as described above is to be held with the Depositary in account [ ].
  [Insert Name of Transferor]By:Name:Title:   B-2




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Exhibit C
 
 
 Re:
    
    Grupo Televisa, S.A.B.Ps.4,500,000,000 8.49% Senior Notes due 2037 (the Notes)
 Trustee Company Indenture
 Transferor
  (i)
    
    (A) the offer of the Notes was not made to a person in the United States;
 (B)
    
    either: (1) at the time the buy order was originated, the
transferee was outside the United States or the Transferor and any person
acting on its behalf reasonably believed that the transferee was outside the
United States, or
   C-1




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[Insert Name of Transferor]By:Name:Title:   C-2




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Exhibit D
 
 
 Re:
    
    Grupo Televisa, S.A.B.Ps.4,500,000,000 8.49% Senior Notes due 2037 (the Notes)
 Trustee Company Indenture
 Transferor
 Securities Act
  [Insert Name of Transferor]By:Name:Title:  D-1




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D-2




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Exhibit E
  Re:
    
    Grupo Televisa, S.A.B.Ps.4,500,000,000 8.49% Senior Notes due 2037 (the Notes)
 Trustee Company Indenture
 Act
    E-1




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1
   
 1
    
    Not earlier than 15 days prior to the certification event to which the certification relates. E-2




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Exhibit F
  F-1




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Registration Rights Agreement
 Dated as of May 9, 2007
 among
 Grupo Televisa, S.A.B.
 and
 Goldman, Sachs & Co.
 HSBC Securities (USA) Inc.
 F-2