cx_ex4-26.htm


    Execution
Version



    


    
      
        	
                Date:

              	
                April
      23, 2008

              	 
      
	 
      	 
      	 
      
	
                To:

              	
                Banco
      Nacional de México, S.A.,

                Integrante
      del Grupo Financiero Banamex,

                División
      Fiduciaria, acting solely as trustee

                under
      trust No. 111339-7 (“Counterparty”)

                Calzada
      del Valle No. 350 ote. 1er. Piso

                Colonia
      Del Valle

                Código
      Postal 66220

                San
      Pedro Garza García, Nuevo León

                México

              	 
      
	 
      	 
      	 
      
	
                Attn:

              	
                Trust
      No. 111339-7

              	 
      
	
                Phone:

              	
                (52
      81) 12.26.19.84

              	 
      
	
                Fax:

              	
                (52
      81) 12.26.20.97

              	 
      
	 
      	 
      	 
      
	
                From:

              	
                Citibank,
      N.A. (“Citibank”)

                390
      Greenwich Street

                5th
      Floor

                New
      York, NY 10013

              	 
      
	 
      	 
      	 
      
	
                Our
      Ref.:

              	
                As
      set out in Annex A for each Component

              	 
      


      



    FORWARD
TRANSACTION (CEMEX SHARES)

     

    The
purpose of this letter agreement (this “Confirmation”) is to
set forth the terms and conditions of the Transaction entered into between us on
the Trade Date specified below (the “Transaction”).  This
Confirmation constitutes a “Confirmation” as referred to in the Agreement
specified below.

     

    Citibank
is entering into this Transaction as principal and not as an agent for any other
party.

     

    CITIGROUP
GLOBAL MARKETS INC. (“CGMI”) WILL ACT AS
AGENT IN CONNECTION WITH THIS TRANSACTION.  CITIBANK HAS ACTED AS
PRINCIPAL IN AND IS YOUR COUNTERPARTY TO THIS TRANSACTION.  CGMI’S
OBLIGATIONS AS AGENT ARE STRICTLY LIMITED TO THE DELIVERY OF ANY CASH AND
SECURITIES THAT IT ACTUALLY RECEIVES FROM CITIBANK OR COUNTERPARTY, AS THE CASE
MAY BE, TO THE OTHER PARTY.  IN TRANSMISSION OF THE CONFIRMATION, CGMI
DOES NOT GUARANTEE ANY PARTY’S OBLIGATIONS NOR IS IT PROVIDING INVESTMENT ADVICE
OR OTHER SERVICES.

     

    1.           The
definitions and provisions contained in the 2002 ISDA Equity Derivatives
Definitions (the “Equity Definitions”),
as published by the International Swaps and Derivatives Association, Inc.
(“ISDA”), are
incorporated into this Confirmation.  In the event of any
inconsistency between the Equity Definitions and this Confirmation, this
Confirmation will govern.  “USD”, “MXN” and “Business Day” each
have the meaning assigned in the 2006 ISDA Definitions, as published by
ISDA.

     

    This
Confirmation evidences a complete binding agreement between you and us as to the
terms of the Transaction to which this Confirmation relates.  This
Confirmation, together with all other documents referring to the ISDA 2002
Master Agreement, as published by ISDA (the “Agreement”) (each a
“Confirmation”)
confirming transactions (each a “Transaction”) entered
into between you and us,

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    including
the Option Transaction (the “Relevant Option
Transaction”) and the Forward Transaction referencing shares of Nacional
Financiera S.N.C. (NAFTRAC) (the “Other Forward
Transaction”), in each case, dated as of the date hereof, shall
supplement, form a part of, and be subject to an agreement in the form of the
Agreement (excluding any Schedule but including the elections set forth in this
Confirmation and in the Credit Support Annex specified below) on the Trade Date
of the first such Transaction between us.  All provisions contained or
incorporated by reference in the Agreement will govern this Confirmation except
as expressly modified below.  In the event of any inconsistency
between the provisions of the Agreement and this Confirmation, this Confirmation
will prevail for the purpose of this Transaction.

     

    2.           The
terms of the particular Transaction to which this Confirmation relates are as
follows:

     

    General
Terms:                                                              

    
       

      
        	
                 
      

              	
                Trade
      Date:  

              	
                April
      4, 2008.

              


      

                                                              

    

    
      
        	
                 
      

              	
                Seller:

              	
                Citibank.

              


      

       

    

    
      
        	
                 
      

              	
                Buyer: 

              	
                Counterparty.

              


      

                                                                 

    

    
      	
               
      

            	
              Shares:

            	
              Ordinary
      Participation Certificates (Certificados de Participación
      Ordinarios) of Cemex, S.A.B. de C.V. (the “Issuer”)
      (Bloomberg identifier:  “CEMEXCP
MM”).

            


    

     

    
      	
               
      

            	
              Components:

            	
              The
      Transaction will be divided into individual Components, each with the
      respective terms set forth in this Confirmation, and in particular with
      the Number of Shares specified in Annex A to this
      Confirmation.  The deliveries to be made upon settlement of the
      Transaction shall be determined separately for each Component as if such
      Component were a separate Transaction under the
  Agreement.

            


    

     

    
      	
               
      

            	
              Number
      of Shares:

            	
              For
      each Component, the Number of Shares provided in Annex A to this
      Confirmation.

            


    

     

    
      
        	
                 
      

              	
                Forward
      Price:

              	
                USD
      2.6738.

              


      

                                                     

    

    
      	
               
      

            	
              Prepayment:

            	
              Applicable.

            


    

     

    
      	
               
      

            	
              Prepayment
      Amount:

            	
              For
      all Components in the aggregate, an amount in USD equal to the Forward
      Price multiplied
      by the
      aggregate Number of Shares.

            


    

     

    
      	
               
      

            	
              Prepayment
      Date:

            	
              The
      Trade Date.

            


    

     

    
      	
               
      

            	
              Variable
      Obligation:

            	
              Not
      Applicable.

            


    

     

    
      	
               
      

            	
              Exchange:

            	
              Mexican
      Stock Exchange (Bolsa
      Mexicana de Valores, S.A. de
C.V.).

            


    

     


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              Related
      Exchange(s):

            	
              All
      Exchanges.

            


    

     

    
      	
               
      

            	
              Calculation
      Agent:

            	
              Citibank.

            


    

     

    
      	
               
      

            	
              Business
      Days:

            	
              New
      York and Mexico City.

            


    

     

    Settlement
Terms:

     

    
      	 	
              
                In
      respect of any Component:

              

            	
               

            


    

     

    
      	
               
      

            	
              Physical
      Settlement:

            	
              Applicable.

            


    

     

    
      	
               
      

            	
              Settlement
      Date:

            	
              The
      Cash Settlement Payment Date for the corresponding Component under the
      Relevant Option Transaction.

            


    

     

    
      	
               
      

            	
              Reference
      Settlement Date:

            	
              The
      Valuation Date for the corresponding Component under the Relevant Option
      Transaction.

            


    

     

    
      	
               
      

            	
              Market
      Disruption Event:

            	
              The
      third and fourth lines of Section 6.3(a) of the Equity Definitions are
      hereby amended by deleting the words “at any time during the one hour
      period that ends at the relevant Valuation Time” and replacing them with
      “at any time prior to the relevant Valuation
  Time”.

            


    

     

    
      	
               
      

            	
              Section
      6.3(b) of the Equity Definitions is hereby amended by inserting the words
      “or a suspension of or material limitation imposed on trading in Mexican
      Pesos.” after the words “(ii) in futures or options contracts relating to
      the Shares on any relevant Related
Exchange”.

            


    

     

    
      	
               
      

            	
              Section
      6.3(d) of the Equity Definitions is hereby amended by deleting the
      remainder of the provision following the term “Scheduled Closing Time” in
      the fourth line thereof.

            


    

     

    
      	
               
      

            	
              Settlement
      Method Election:

            	
              Not
      Applicable.

            


    

     

    Dividends:

     

    
      	 	
              
                In
      respect of any Component:

              

            	
               

            


    

     

    
      	
               
      

            	
              Dividend
      Period:

            	
              The
      period from and including the Trade Date to but excluding the Settlement
      Date.

            


    

     

    
      	
               
      

            	
              Dividend
      Payment:

            	
              With
      respect to any Dividend Amount paid or delivered by the Issuer to holders
      of record of a Share on or prior to the relevant Reference Settlement
      Date, on the first Scheduled Trading Day that is not a Disrupted Day
      immediately following the first Currency Business
  Day

            


    

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
       

      
        	
                 
      

              	
                such
      Dividend Amount is so paid or delivered, the Calculation Agent shall
      adjust the Number of Shares to be increased by a number equal to such
      Dividend Amount divided by the closing
      price per Share (after giving effect to any reinvestment discount then in
      effect) on such Scheduled Trading Day.  The Calculation Agent
      shall have the discretion to make such an adjustment notwithstanding the
      fact that a Scheduled Trading Day is a Disrupted Day if it determines that
      the relevant Market Disruption Event does not have a material impact on
      the determination of the closing price per Share on such Scheduled Trading
      Day.

              


      

       

    

    
      	
               
      

            	
              Dividend
      Amount:

            	
              An
      amount in MXN equal to the Record Amount multiplied
      by the
      Number of Shares. To the extent that the Record Amount is not in the form
      of MXN (whether in another currency, securities or any other asset), the
      Calculation Agent shall determine the fair market value in MXN of such
      amount in a commercially reasonable
manner.

            


    

     

    
      	
               
      

            	
              Section
      9.2(a)(iii) of the Equity Definitions is amended by deleting the words
      “the Excess Dividend Amount, if any,
and”.

            


    

     

    
      	
               
      

            	
              The
      definition of “Record Amount” in Section 10.1 of the Equity Definitions is
      amended by replacing in the second line thereof the words “the gross cash
      dividend per Share” with “the cash dividend per Share, net of any
      withholding or deduction of taxes at the source by or on behalf of any
      applicable taxing authority,” and adding thereafter the phrase “(including
      any Extraordinary Dividend) and any non-cash dividend or other
      distribution paid or delivered by the Issuer to holders of record of a
      Share (other than in the form of
Shares)”.

            


    

     

    Adjustments:

     

    
      	
               
      

            	
              Method
      of Adjustment:

            	
              Calculation
      Agent Adjustment; provided, however, that
      the Equity Definitions shall be amended by replacing the words “diluting
      or concentrative” in Sections 11.2(a), 11.2(c) (in two instances) and
      11.2(e)(vii) with the word “material” and by adding the words “or the
      Transaction” after the words “theoretical value of the relevant Shares” in
      Sections 11.2(a), 11.2(c) and 11.2(e)(vii); provided, further, that
      adjustments may be made to account for changes in volatility, expected
      dividends, stock loan rate and liquidity relative to the relevant Share or
      the Transaction.

            


    

     


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              Potential
      Adjustment Event:

            	
              Section
      11.2(e) of the Equity Definitions is amended by deleting clauses (iii) and
      (iv) thereof.

            


    

     

    Extraordinary
Events:

     

    Consequences
of Merger Events:

     

    
      	
               
      

            	
              Share-for-Share:

            	
              Modified
      Calculation Agent Adjustment.

            


    

     

    
      	
               
      

            	
              Share-for-Other:

            	
              Modified
      Calculation Agent Adjustment.

            


    

     

    
      	
               
      

            	
              Share-for-Combined:

            	
              Modified
      Calculation Agent Adjustment.

            


    

     

    
      	
              Tender
      Offer:

            	
              Applicable.

            


    

     

    Consequences
of Tender Offers:

     

    
      	
               
      

            	
              Share-for-Share:

            	
              Modified
      Calculation Agent Adjustment.

            


    

     

    
      	
               
      

            	
              Share-for-Other:

            	
              Modified
      Calculation Agent Adjustment.

            


    

     

    
      	
               
      

            	
              Share-for-Combined:

            	
              Modified
      Calculation Agent Adjustment.

            


    

     

    
      	
               
      

            	
              Composition
      of Combined

            


    

    
      	
              Consideration:

            	
              Not
      Applicable.

            


    

     

    
      	
              Nationalization,
      Insolvency

            	
               

            


    

    
      	
              or
      Delisting:

            	
              Cancellation
      and Payment.

            


    

     

    
      	
              Determining
      Party:

            	
              For
      all applicable Extraordinary Events,
Citibank.

            


    

     

    Additional
Disruption Events:

     

    
      	
               
      

            	
              Change
      in Law:

            	
              Applicable.

            


    

     

    
      	
               
      

            	
              Failure
      to Deliver:

            	
              Applicable.

            


    

     

    
      	
               
      

            	
              Hedging
      Disruption:

            	
              Applicable.

            


    

     

    
      	
               
      

            	
              Increased
      Cost of Hedging:

            	
              Applicable.

            


    

    
      	
               
      

            	
              Hedging
      Party:

            	
              For
      all applicable Additional Disruption Events,
  Citibank.

            


    

     

    
      	
               
      

            	
              Determining
      Party:

            	
              For
      all applicable Additional Disruption Events,
  Citibank.

            


    

     

    
      	
               
      

            	
              Acknowledgments:

            


    

     

    
      	
              Non-Reliance:

            	
              Applicable.

            


    

     

    
      	
               
      

            	
              Agreements
      and Acknowledgments

            


    

    
      	
              Regarding
      Hedging Activities:

            	
              Applicable.

            


    

     


    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    
      	
              Additional
      Acknowledgments:

            	
              Applicable.

            


    

     

    3.         Account Details:

     

    
      	
               
      

            	
              Payments
      to Citibank:

            	
              To
      be provided.

            


    

     

    
      	
               
      

            	
              Payments
      to Counterparty:

            	
              MXN:

            


    

     

    
      	
               
      

            	
              BANCO
      NACIONAL DE MEXICO, S.A.

            


    

     

    
      	
               
      

            	
              SUCURSAL.
      870

            


    

     

    
      	
               
      

            	
              ACCOUNT:
      559220

            


    

     

    
      	
               
      

            	
              CLABE:  002180087005592205

            


    

     

    
      	
               
      

            	
              BENEFICIARY:  BANCO
      NACIONAL DE MEXICO,

            


    

     

    
      	
               
      

            	
              S.A.
      FIDUCIARIO

            


    

     

    
      	
               
      

            	
              1
      REFERENCIA: 110975672

            


    

     

    
      	
               
      

            	
              2
      REFERENCIA:  F52986

            


    

     

    
      
        	
                 
      

              	
                
                  USD:

                  CITIBANK,
      N.Y. USA

                  CUENTA:
      36206844

                  ABA:
      021000089

                  SWIFT
      CODE: CITIUS 33

                  BENEFICIARY:
      BANCO NACIONAL DE MEXICO, S.A. FIDUCIARIO

                  FFC:
      1109756 CEMENTOS MEXICANOS

                

              


      

       

    

    
      
        	
                 4.

              	
                Collateral
      Provisions:

              	
                 

              


      

    

     

    
      	
               
      

            	
              Credit
      Support Provider:

            	
              In
      relation to Citibank, Not Applicable.

            
	 	 	 
	 	 	In
      relation to Counterparty, the Issuer.


    

     

    
      	
               
      

            	
              Credit
      Support Document:

            	
              In
      the case of Citibank: The Credit Support Annex, dated as of the date
      hereof, between Citibank and Counterparty, which supplements, forms part
      of, and is subject to the Agreement (the “Credit Support
      Annex”).

            


    

     

    
      	
               
      

            	
              In
      the case of Counterparty:

            


    

     

    
      	
               
      

            	
              (i)
      The Credit Support Annex; (ii) the Contrato de Prenda
      Bursátil, dated as of the date hereof among Citibank, Counterparty
      and Monex Casa de Bolsa, S.A. de C.V, Monex Grupo Financiero, as
      Administrator and Executor and (iii) the Guarantee with respect to this
      Transaction, the Relevant Option Transaction and the Other Forward
      Transaction, by the Issuer in favor of Citibank, dated as of the date
      hereof.

            


    

     

    
      
        
          	
                  5.

                	
                  Additional Representations, Warranties and
      Agreements:

                	
                   

                


        

      

       

      (a)
In addition to the representations, warranties and covenants in the Agreement,
each of Citibank and Counterparty represents, warrants and covenants to the
other party that:

    

     


    
      
         


      

      
        6

        
          

        

      

      
         


      

    


     

    
      	
              (i)  

            	
              it
      (i) is an “accredited investor” as defined in Section 2(a)(15)(ii) of the
      Securities Act of 1933, as amended (the “Securities
      Act”) or (ii) is not a U.S. person and is entering into this
      Transaction in reliance on Regulation S under the Securities
      Act;

            


    

     

    
      	
              (ii)  

            	
              it
      is an “eligible contract participant” as defined in Section 1a(12) of the
      Commodity Exchange Act, as amended (the “CEA”), and this
      Confirmation and each Transaction hereunder are subject to individual
      negotiation by the parties and have not been executed or traded on a
      “trading facility” as defined in Section 1a(33) of the
  CEA;

            


    

     

    
      	
              (iii)  

            	
              it
      is not entering into this Transaction on the basis of any material
      non-public information with respect to the Issuer or the Shares or the
      American depository receipts of the Issuer (the “CX ADSs”) and
      it is not aware of any material non-public information with respect
      thereto;

            


    

     

    
      	
              (iv)  

            	
              it
      has not and shall not directly or indirectly violate any applicable law
      (including, without limitation, the Securities Act of 1933, as amended
      (the “Securities
      Act”) and the Securities Exchange Act of 1934, as amended (the
      “Exchange
      Act”)) in connection with any Transaction under this Confirmation;
      and

            


    

     

    
      	
              (v)  

            	
              it
      is not entering into any Transaction to create, and shall not engage in
      any other securities or derivatives transactions to create, actual or
      apparent trading activity in the Shares or CX ADSs (or any security
      convertible into or exchangeable for Shares or CX ADSs) or to raise or
      depress or to manipulate the price of the Shares or CX ADSs (or any
      security convertible into or exchangeable for Shares or CX
      ADSs).

            


    

     

    (b)
In addition to the representations, warranties and covenants in the Agreement,
Counterparty represents, warrants and covenants to Citibank that:

     

    
      	
              (i)  

            	
              it
      understands that Citibank has no obligation or intention to register this
      Transaction under the Securities Act or any state securities law or other
      applicable federal or  non-U.S. securities
  law;

            


    

     

    
      	
              (ii)  

            	
              it
      understands that no obligations of Citibank to it hereunder shall be
      entitled to the benefit of deposit insurance and that such obligations
      shall not be guaranteed by any Affiliate of Citibank or any governmental
      agency;

            


    

     

    
      	
              (iii)  

            	
              IT
      UNDERSTANDS THAT THIS TRANSACTION IS SUBJECT TO COMPLEX RISKS THAT MAY
      ARISE WITHOUT WARNING, RELATED MARKETS AND PRICING MAY AT TIMES BE
      VOLATILE AND THAT LOSSES MAY OCCUR QUICKLY AND IN UNANTICIPATED MAGNITUDE
      AND IS WILLING TO ACCEPT SUCH TERMS AND CONDITIONS AND ASSUME (FINANCIALLY
      AND OTHERWISE) SUCH RISKS;

            


    

     

    
      	
              (iv)  

            	
              each
      of the representations and warranties made by it and each grantor (fideicomitente –
      fideicomisario adherente) (each, a “Grantor”)
      pursuant to the Irrevocable Trust Agreement Number 111339-7 dated March
      24, 2008, as amended, with Banco Nacional de Mexico, S.A., Institución de
      Banca Múltiple, a member of Grupo Financiero Banamex, as Trustee and any
      agreement pursuant to which a Grantor becomes bound by the terms thereof
      (including any representation letter related thereto) (together, the
      “Trust
      Agreement”) is true and accurate as of the date such
      representations were executed and delivered and, to the extent the truth
      and accuracy of any such representation or
  warranty

            


    

     


    
      
         


      

      
        7

        
          

        

      

      
         


      

    

     

    
      
        	
                 

              	
                remains
      material to Citibank or its Affiliates and such representation or warranty
      was stated to remain true and accurate in the applicable document, shall
      remain true and accurate at all times during the term of the
      Transaction;

              


      

       

    

    
      	
              (v)  

            	
              it
      has sufficient knowledge and expertise to enter into this Transaction and
      it is entering into this Transaction in reliance upon such tax,
      accounting, regulatory, legal, and financial advice as its deems necessary
      and not upon any view expressed by the other
  party;

            


    

     

    
      	
              (vi)  

            	
              it
      has made its own independent decision to enter into this Transaction, is
      acting at arm’s length and is not relying on any communication (written or
      oral) of the other party or its Affiliates as a recommendation or
      investment advice regarding this
Transaction;

            


    

     

    
      	
              (vii)  

            	
              it
      has the capability to evaluate and understand (on its own behalf or
      through independent professional advice), and does understand, the terms,
      conditions and risks of this Transaction and is willing to accept those
      terms and conditions and to assume (financially and otherwise) those
      risks;

            


    

     

    
      	
              (viii)  

            	
              it
      understands that Citibank and its Affiliates may have interests with
      respect to the Transaction that are in conflict with those of
      Counterparty, and that neither Citibank nor its Affiliates shall be under
      any obligation to maximize the recovery of any investment by
      Counterparty;

            


    

     

    
      	
              (ix)  

            	
              it
      understands that Citibank and its Affiliates have provided, and in the
      future may continue to provide, services to the Issuer in return for fees,
      and that Citibank may, in connection with such services, take actions or
      positions that are contrary to the interests of
    Counterparty;

            


    

     

    
      	
              (x)  

            	
              it
      understands and acknowledges that Citibank and its Affiliates may from
      time to time effect transactions for their own account of the account of
      customers and hold positions in the Shares or CX ADSs or options or other
      derivative transactions related thereto and that Citibank and its
      Affiliates may continue to conduct such
  transactions;

            


    

     

    
      	
              (xi)  

            	
              it
      acknowledges and agrees that Citibank is acting as principal on an
      arm’s-length basis and is not acting as a fiduciary or advisor to it in
      connection with this Transaction;
and

            


    

     

    
      	
              (xii)  

            	
              it
      shall deliver to Citibank an opinion of counsel, dated as of the Trade
      Date, with respect to the matters set forth in Section 3(a) of the
      Agreement.

            


    

     

    
       

      
        
          
            	
                    6.

                  	
                    Other
      Provisions:

                  	
                     

                  


          

        

         

                    
(a) Netting of
Obligations.  In the event that on the Settlement Date for any
Component of this Transaction an Option Cash Settlement Amount is payable under
the corresponding Component of the Relevant Option Transaction (such Option Cash
Settlement Amount for the purposes hereof determined without regard to the
netting provisions set forth in Section 6(a) therein), the Number of Shares to
be delivered by Seller for such Component hereunder on the applicable Settlement
Date shall be reduced (and may be zero) by a number of Shares selected by the
Calculation Agent having a value, together with any reduction in Shares to be
delivered under the Other Forward Transaction as a result of the application of
Section 6(a) therein, equal to such Option Cash Settlement
Amount.  The Calculation Agent shall determine the value of the Shares
described in the previous sentence using the closing price per Share and the
USD/MXN exchange rate as of the Valuation Time on the first Scheduled Trading
Day following the relevant Reference Settlement Date that is not a Disrupted
Day.

      

    

     


    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    


    (b) Bankruptcy Code
Acknowledgment.  Each of Citibank and Counterparty agrees and
acknowledges that Citibank is a “financial institution,” “swap participant” and
“financial participant” within the meaning of Sections 101(22), 101(53C) and
101(22A) of Title 11 of the United States Code (the “Bankruptcy
Code”).  The parties hereto further agree and acknowledge (A)
that this Confirmation is intended to be (i) a “securities contract,” as such
term is defined in Section 741(7) of the Bankruptcy Code, with respect to which
each payment and delivery hereunder or in connection herewith is intended to be
a “termination value,” “payment amount” or “other transfer obligation” within
the meaning of Section 362 of the Bankruptcy Code and a “settlement payment”
within the meaning of Section 546 of the Bankruptcy Code, and (ii) a “swap
agreement,” as such term is defined in Section 101(53B) of the Bankruptcy Code,
with respect to which each payment and delivery hereunder or in connection
herewith is intended to be a “termination value,” a “payment amount” or “other
transfer obligation” within the meaning of Section 362 of the Bankruptcy Code
and a “transfer” within the meaning of Section 546 of the Bankruptcy Code, and
(B) that Citibank is intended to be entitled to the protections afforded by,
among other sections, Sections 362(b)(6), 362(b)(17), 362(b)(27), 362(o),
546(e), 546(g), 546(j), 548(d)(2), 555, 560 and 561 of the Bankruptcy
Code.

     

    (c) Indemnification.  Counterparty
agrees to indemnify and hold harmless Citibank, its Affiliates and its assignees
and their respective directors, officers, employees, agents and controlling
persons (Citibank and each such person being an “Indemnified Party”)
from and against any and all losses, claims, damages and liabilities, joint or
several, to which such Indemnified Party may become subject, and relating to or
arising out of any of the transactions contemplated by this Confirmation, and
will reimburse any Indemnified Party for all expenses (including reasonable
counsel fees and expenses) as they are incurred in connection with the
investigation of, preparation for or defense or settlement of any pending or
threatened claim or any action, suit or proceeding arising therefrom, whether or
not such Indemnified Party is a party thereto and whether or not such claim,
action, suit or proceeding is initiated or brought by or on behalf of
Counterparty.  Counterparty will not be liable under the foregoing
indemnification provision to the extent that any loss, claim, damage, liability
or expense is found in a nonappealable judgment by a court of competent
jurisdiction to have resulted from Citibank’s breach of a material term of this
Confirmation, willful misconduct or gross negligence.  If for any
reason the foregoing indemnification is unavailable to any Indemnified Party or
insufficient to hold harmless any Indemnified Party, then Counterparty shall
contribute, to the maximum extent permitted by law (but only to the extent that
such harm was not caused by Citibank’s breach of a material term of this
Confirmation, willful misconduct or gross negligence), to the amount paid or
payable by the Indemnified Party as a result of such loss, claim, damage or
liability.  Counterparty also agrees that no Indemnified Party shall
have any liability to Counterparty or any person asserting claims on behalf of
or in right of Counterparty in connection with or as a result of any matter
referred to in this Confirmation or any other Confirmation except to the extent
that any losses, claims, damages, liabilities or expenses incurred by
Counterparty result from the breach of a material term of this Confirmation, or
the Indemnified Party’s gross negligence or willful misconduct.  The
provisions of this Section 6(c) shall survive completion of the Transactions
contemplated by this Confirmation and any transfer pursuant to Section 6(d) and
shall inure to the benefit of any permitted assignee of Citibank.

     

    (d) Early
Termination.  At any time on or after the one year anniversary
of the Trade Date of this Transaction and not more frequently than once every
three months, Citibank agrees to provide good faith quotations to Counterparty
for an early termination (in whole or in part) of this Transaction, such
quotations to remain actionable for a period specified by Citibank at such time
as such quotations are provided; provided, however that, if any
such quotation results in Counterparty requesting an early termination of this
Transaction (in whole or in part), any such termination shall be subject to
reasonable conditions that Citibank may impose, including, but not limited to
(i) Counterparty’s and Citibank’s agreement that such termination shall be
conducted in compliance with the terms of the Trust Agreement and shall not
adversely effect any Grantor, (ii) any reasonable undertakings by Counterparty
(including,

     


    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    but
not limited to, any undertaking with respect to compliance with applicable
securities laws) and execution of any documentation by Counterparty, as may be
requested and reasonably satisfactory to Citibank with respect to clause (i)
hereof or otherwise, (iii) the condition that an Event of Default, Potential
Event of Default or Termination Event will not occur as a result of such
termination, and (iv) Counterparty reimbursing Citibank for all reasonable costs
and expenses incurred by Citibank in connection with such
termination.

     

    (e) Transfer.  Notwithstanding
any provision of the Agreement to the contrary, Citibank may, without the
consent of Counterparty, freely transfer and assign its rights and obligations
under any Transaction (in whole only and together with the Relevant Option
Transaction and the Other Forward Transaction) to (i) CGMI or Citigroup Global
Markets Limited (“CGML”), in each case,
if such entity has a long-term unsecured debt ratings of at least “A1” (if rated
by Moody’s Investors Service, Inc.) or “A+” (if rated by Standard & Poor’s)
and (ii) any of Citibank’s Affiliates that have a long-term unsecured debt
rating at least equal to that of Citibank; provided that such transfer or
assignment shall not result in a Tax Event or violate applicable
law.  At any time on or after the one year anniversary of the Trade
Date of this Transaction, Counterparty may transfer and assign its rights and
obligations under this Transaction (in whole or in part) to any Approved
Assignee; provided that such transfer or
assignment shall be subject to reasonable conditions that Citibank may impose,
including, but not limited to (i) Counterparty’s and Citibank’s agreement that
such transfer or assignment shall be conducted in compliance with the terms of
the Trust Agreement and shall not adversely effect any Grantor, (ii) the
existence at the time of such transfer or assignment of collateral undertakings,
reasonably satisfactory to Citibank, between the Approved Assignee and Citibank
with respect to any transferred portion of this Transaction, (iii) any
reasonable undertakings by Counterparty and the Approved Assignee (including,
but not limited to, any undertaking with respect to compliance with applicable
securities laws) and execution of any documentation by the Approved Assignee, as
may be requested and reasonably satisfactory to Citibank, (iv) the condition
that an Event of Default, Potential Event of Default or Termination Event will
not occur as a result of such transfer or assignment, and (v) Counterparty
reimbursing Citibank for all reasonable costs and expenses incurred by Citibank
in connection with such transfer or assignment.

     

    “Approved Assignee”
means any nationally- recognized equity derivatives dealer that has a long-term
unsecured debt rating at least equal to that of Citibank.

    


    (f) Designation.  Notwithstanding
any other provision in this Confirmation to the contrary requiring or allowing
Citibank to purchase, sell, receive or deliver any Shares or other securities to
or from Counterparty, Citibank may designate any of its affiliates to purchase,
sell, receive or deliver such shares or other securities and otherwise to
perform Citibank’s obligations in respect of this Transaction and any such
designee may assume such obligations.  Citibank shall be discharged of
its obligations to Counterparty to the extent of any such
performance.

     

    (g) Confidentiality.  Notwithstanding
any provision in this Confirmation, any Confirmation or the Agreement, in
connection with Section 1.6011-4 of the Treasury Regulations, the parties hereby
agree that each party (and each employee, representative, or other agent of such
party) may disclose to any and all persons, without limitation of any kind, the
U.S. tax treatment and U.S. tax structure of the Transaction and all materials
of any kind (including opinions or other tax analyses) that are provided to such
party relating to such U.S. tax treatment and U.S. tax structure, other than any
information for which nondisclosure is reasonably necessary in order to comply
with applicable securities laws.

     

    (h) Evidence of
Authority.  On the date hereof, Counterparty will provide to
Citibank evidence satisfactory to Citibank of its authority to enter into
Transactions hereunder and the incumbency of the designated signatory of
Counterparty.

     


    
      
         


      

      
        10

        
          

        

      

      
         


      

    


    (i) Consent to
Recording.  Each party (i) consents to the recording of the
telephone conversations of trading and marketing personnel of the parties and
their Affiliates in connection with this Confirmation and (ii) agrees to obtain
any necessary consent of, and give notice of such recording to, such personnel
of it and its Affiliates.

     

    (j) Severability;
Illegality.  If compliance by either party with any provision
of a Transaction would be unenforceable or illegal, (i) the parties shall
negotiate in good faith to resolve such unenforceability or illegality in a
manner that preserves the economic benefits of the transactions contemplated
hereby and (ii) the other provisions of the Transaction shall not be
invalidated, but shall remain in full force and effect.

     

    (k) Waiver of Trial by
Jury.  EACH OF COUNTERPARTY AND CITIBANK HEREBY IRREVOCABLY
WAIVES (ON ITS OWN BEHALF AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ON
BEHALF OF ITS STOCKHOLDERS OR BENFICIARIES, AS APPLICABLE) ALL RIGHT TO TRIAL BY
JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT
OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS TRANSACTION OR THE ACTIONS OF
CITIBANK OR ITS AFFILIATES IN THE NEGOTIATION, PERFORMANCE OR ENFORCEMENT
HEREOF.

     

    (l) Governing
law.  This Confirmation shall be governed
by the laws of the State of New York (without reference to choice of law
doctrine, other than Section 5-1401 of the New York General Obligations
Law).

     

    11.           Additional
Schedule Provisions:

     

    
      
        	(a)	 Notices	 For the
      purpose of Section 12(a) of the Agreement:	 


      

       

    

    
      
        
          	 	 Address for
      notices or communications to Citibank:	 	 


        

         

      

    

    
      
        
          
            	 	 Address
      	 Citibank, N.A.	 
	 	 	 	 
	 	 	
                    390 Greenwich
      Street

                    5th
      Floor

                    New York,
      New York 10013

                    
                      Address
      for notices or communications to Citibank:

                    

                  	 


          

           

        

      

    

    
      
        
          
            	 	 With a copy
      to:	 	 


          

           

          
            
              
                
                  
                    	 	 Address
      	
                            Legal
      Department

                            388
      Greenwich Street

                            17th
      Floor

                            New
      York, New York 10013

                          	 
	 	 Attention:	Department Head	 
	 	 	
                             

                          	 


                  

                

              

            

          

        

      

    

     

    
      
        
          
            	 	Address
      for notices or communications to Counterparty:	 	 


          

           

        

        
          
            
              
                
                  
                    	 	
                            
                              Banco
      Nacional de México, S.A.,

                              División
      Fiduciaria,

                              as
      trustee under trust No. 111339-7

                              Calzada
      del Valle No. 350 ote. 1er. Piso

                              Colonia
      Del Valle

                            

                          	
                            
                               

                            

                          	 
	 	 	 	 


                  

                

              

            

          

           

        

      

    

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    
      
        
          
            
              
                
                  	 	
                          
                            Código
      Postal 66220

                            San
      Pedro Garza García, Nuevo León

                            México

                          

                        	
                          
                            
                               

                            

                          

                        	 
	 	 	 	 
	 	with a
      copy to:  	
                                    

                        	 
	 	 	 	 
	 	Cemex,
      S.A.B. de C.V. 

                          Address:  Av.
      Ricardo Margain Zozaya

                          325
      Col Valle del Campstre 66265

                          San
      Pedro Garza García, N.L.,

                          Mexico 

                        	
                           

                        	 
	 	 Attn:	Gustavo
      Calvo Irabien 

                          Equity
      Trading & Derivatives – Capital Markets

                        	 	
                           

                        	 
	 	 Phone:	+52(81)88884079	 	 	 
	 	 Fax:	+52(81)88884524	 	 	 
	 	 E-Mail:	Gustavo.calvo@cemex.com	 	 	 


                

              

            

          

        

                    

      

    

    


    (b)           Process
Agent.  For the purpose of Section 13(c) of the
Agreement:

    


    Counterparty
appoints as its Process Agent:

    


     
CT Corporation System

     
111 Eighth Avenue

     
New York, NY 10011

    


    (c)           Delivery of Tax
Forms.  For the purposes of Section 4(a)(i) and (ii),
Counterparty agrees to deliver such documents as Citibank may request in order
to allow Citibank to make a payment under this Transaction without any deduction
or withholding for or on account of any Tax or with such deduction or
withholding at a reduced rate including, without limitation, an executed United
States Internal Revenue Service Form W-8BEN (or any successor thereto), (i) upon
execution of this Transaction; (ii) promptly upon reasonable demand by Citibank;
and (iii) promptly upon learning that any such document, including Form W-8BEN
(or any successor thereto), previously provided by Counterparty has become
obsolete or incorrect.

    


    (d)           Cross
Default.  The “Cross Default” provisions of Section 5(a)(vi)
will apply to Counterparty and will apply to Citibank; provided that, the phrase “,
or becoming capable at such time of being declared,” shall be deleted form
Section 5(a)(vi) of the Agreement.

     

     For
purposes of Section 5(a)(vi), the following provisions apply:

     

    “Threshold
Amount” means (i) with respect to Citibank, 2% of stockholders’ equity of
Citibank; (ii) with respect to Counterparty, zero; and (iii) with respect to
Counterparty’s Credit Support Provider, USD 75,000,000.

     

    (e)           Termination
Currency.  The Termination Currency will be USD.

     


    
      
         


      

      
        12

        
          

        

      

      
         


      

    


    If
you have any questions regarding this letter agreement, please contact the
Derivatives Operations Department at the telephone numbers indicated or the
facsimile numbers indicated on this Confirmation.

     

    Please
confirm that the foregoing correctly sets forth the terms of our agreement by
executing the copy of this Confirmation enclosed for that purpose and returning
it to us.

     

    
      	 
      	
              Very
      truly yours,

            	 
      
	 
      	 
      	 
      
	 
      	
              CITIGROUP
      GLOBAL MARKETS INC.,

              as
      agent for CITIBANK, N.A.

            	 
      
	 
      	 
      	 
      
	 
      	
              By:

            	
              /s/
      H. Hirsch

            	 
      
	 
      	
              Authorized
      Signatory

            	 
      


    

    


    


    


    


    Accepted
and confirmed as

    of
the Trade Date:

    BANCO
NACIONAL DE MÉXICO, S.A.,

    INTEGRANTE
DEL GRUPO FINANCIERO BANAMEX,

    DIVISIÓN
FIDUCIARIA,

    acting
solely as trustee under trust No. 111339-7

    


    By:        /s/  M. de los
Angeles Montemayor
Garza___                                                                                     

    Name:       M.
de los Angeles Montemayor Garza

    Title:         Trust
Delegate

    


    


    By:        /s/  E. N. Wing
Treviño_________________                                                                                     

    Name:      E.
N. Wing Treviño

    Title:         Trust
Delegate

    



    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    Executive
Version

     

    For
each Component of the Transaction, the Number of Shares are set forth
below.

    


     

    
      	
              Component
      Number

               

            	
              Number of
      Shares

               

            	
              Reference
      Number

               

            
	
              1.

            	
              1,430,526

            	
              NET5582119

            
	
              2.

            	
              1,430,526

            	
              NET5582120

            
	
              3.

            	
              1,430,526

            	
              NET5582121

            
	
              4.

            	
              1,430,526

            	
              NET5582123

            
	
              5.

            	
              1,430,526

            	
              NET5582122

            
	
              6.

            	
              1,430,526

            	
              NET5583541

            
	
              7.

            	
              1,430,526

            	
              NET5582124

            
	
              8.

            	
              1,430,526

            	
              NET5582127

            
	
              9.

            	
              1,430,526

            	
              NET5582128

            
	
              10.

            	
              1,430,526

            	
              NET5582129

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      Execution
Version


      


      
        
          	
                  Date:

                	
                  April
      23, 2008

                	 
      
	 
      	 
      	 
      
	
                  To:

                	
                  Banco
      Nacional de México, S.A.,

                  Integrante
      del Grupo Financiero Banamex,

                  División
      Fiduciaria, acting solely as trustee

                  under
      trust No. 111339-7 (“Counterparty”)

                  Calzada
      del Valle No. 350 ote. 1er. Piso

                  Colonia
      Del Valle

                  Código
      Postal 66220

                  San
      Pedro Garza García, Nuevo León

                  México

                	 
      
	 
      	 
      	 
      
	
                  Attn:

                	
                  Trust
      No. 111339-7

                	 
      
	
                  Phone:

                	
                  (52
      81) 12.26.19.84

                	 
      
	
                  Fax:

                	
                  (52
      81) 12.26.20.97

                	 
      
	 
      	 
      	 
      
	
                  From:

                	
                  Citibank,
      N.A. (“Citibank”)

                  390
      Greenwich Street

                  5th
      Floor

                  New
      York, NY 10013

                	 
      
	 
      	 
      	 
      
	
                  Our
      Ref.:

                	
                  As
      set out in Annex A for each Component

                	 
      


        



      FORWARD
TRANSACTION (NAFTRAC SHARES)

       

      
        The
purpose of this letter agreement (this “Confirmation”) is to
set forth the terms and conditions of the Transaction entered into between us on
the Trade Date specified below (the “Transaction”).  This
Confirmation constitutes a “Confirmation” as referred to in the Agreement
specified below.

         

        Citibank
is entering into this Transaction as principal and not as an agent for any other
party.

         

        CITIGROUP
GLOBAL MARKETS INC. (“CGMI”) WILL ACT AS
AGENT IN CONNECTION WITH THIS TRANSACTION.  CITIBANK HAS ACTED AS
PRINCIPAL IN AND IS YOUR COUNTERPARTY TO THIS TRANSACTION.  CGMI’S
OBLIGATIONS AS AGENT ARE STRICTLY LIMITED TO THE DELIVERY OF ANY CASH AND
SECURITIES THAT IT ACTUALLY RECEIVES FROM CITIBANK OR COUNTERPARTY, AS THE CASE
MAY BE, TO THE OTHER PARTY.  IN TRANSMISSION OF THE CONFIRMATION, CGMI
DOES NOT GUARANTEE ANY PARTY’S OBLIGATIONS NOR IS IT PROVIDING INVESTMENT ADVICE
OR OTHER SERVICES.

         

        1.           The
definitions and provisions contained in the 2002 ISDA Equity Derivatives
Definitions (the “Equity Definitions”),
as published by the International Swaps and Derivatives Association, Inc.
(“ISDA”), are
incorporated into this Confirmation.  In the event of any
inconsistency between the Equity Definitions and this Confirmation, this
Confirmation will govern.  “USD”, “MXN” and “Business Day” each
have the meaning assigned in the 2006 ISDA Definitions, as published by
ISDA.

         

        This
Confirmation evidences a complete binding agreement between you and us as to the
terms of the Transaction to which this Confirmation relates.  This
Confirmation, together with all other documents referring to the ISDA 2002
Master Agreement, as published by ISDA (the “Agreement”) (each a
“Confirmation”)
confirming transactions (each a “Transaction”) entered
into between you and us,

         


        
          
             


          

          
             


            
              

            

          

          
             


          

        


        including
the Option Transaction (the “Relevant Option
Transaction”) and the Forward Transaction referencing shares of Nacional
Financiera S.N.C. (NAFTRAC) (the “Other Forward
Transaction”), in each case, dated as of the date hereof, shall
supplement, form a part of, and be subject to an agreement in the form of the
Agreement (excluding any Schedule but including the elections set forth in this
Confirmation and in the Credit Support Annex specified below) on the Trade Date
of the first such Transaction between us.  All provisions contained or
incorporated by reference in the Agreement will govern this Confirmation except
as expressly modified below.  In the event of any inconsistency
between the provisions of the Agreement and this Confirmation, this Confirmation
will prevail for the purpose of this Transaction.

         

        2.           The
terms of the particular Transaction to which this Confirmation relates are as
follows:

         

        General
Terms:                                                              

        
           

          
            	
                     
      

                  	
                    Trade
      Date:  

                  	
                    April
      4, 2008.

                  


          

                                                                  

        

        
          
            	
                     
      

                  	
                    Seller:

                  	
                    Citibank.

                  


          

           

        

        
          
            	
                     
      

                  	
                    Buyer: 

                  	
                    Counterparty.

                  


          

                                                                     

        

        
          	
                   
      

                	
                  Shares:

                	
                  Ordinary
      Participation Certificates (Certificados de Participación
      Ordinarios) of Nacional Financiera S.N.C. (NAFTRAC) (the
      “Issuer”)
      (Bloomberg identifier: “NAFTRAC
MM”).

                


        

         

        
          	
                   
      

                	
                  Components:

                	
                  The
      Transaction will be divided into individual Components, each with the
      respective terms set forth in this Confirmation, and in particular with
      the Number of Shares specified in Annex A to this
      Confirmation.  The deliveries to be made upon settlement of the
      Transaction shall be determined separately for each Component as if such
      Component were a separate Transaction under the
  Agreement.

                


        

         

        
          	
                   
      

                	
                  Number
      of Shares:

                	
                  For
      each Component, the Number of Shares provided in Annex A to this
      Confirmation.

                


        

         

        
          
            	
                     
      

                  	
                    Forward
      Price:

                  	
                    USD
      2.8750.

                  


          

                                                         

        

        
          	
                   
      

                	
                  Prepayment:

                	
                  Applicable.

                


        

         

        
          	
                   
      

                	
                  Prepayment
      Amount:

                	
                  For
      all Components in the aggregate, an amount in USD equal to the Forward
      Price multiplied
      by the
      aggregate Number of Shares.

                


        

         

        
          	
                   
      

                	
                  Prepayment
      Date:

                	
                  The
      Trade Date.

                


        

         

        
          	
                   
      

                	
                  Variable
      Obligation:

                	
                  Not
      Applicable.

                


        

         

        
          	
                   
      

                	
                  Exchange:

                	
                  Mexican
      Stock Exchange (Bolsa
      Mexicana de Valores, S.A. de
C.V.).

                


        

         


        
          
             


          

          
            16

            
              

            

          

          
             


          

        


        
          	
                   
      

                	
                  Related
      Exchange(s):

                	
                  All
      Exchanges.

                


        

         

        
          	
                   
      

                	
                  Calculation
      Agent:

                	
                  Citibank.

                


        

         

        
          	
                   
      

                	
                  Business
      Days:

                	
                  New
      York and Mexico City.

                


        

         

        Settlement
Terms:

         

        
          	 	
                  
                    In
      respect of any Component:

                  

                	
                   

                


        

         

        
          	
                   
      

                	
                  Physical
      Settlement:

                	
                  Applicable.

                


        

         

        
          	
                   
      

                	
                  Settlement
      Date:

                	
                  The
      Cash Settlement Payment Date for the corresponding Component under the
      Relevant Option Transaction.

                


        

         

        
          	
                   
      

                	
                  Reference
      Settlement Date:

                	
                  The
      Valuation Date for the corresponding Component under the Relevant Option
      Transaction.

                


        

         

        
          	
                   
      

                	
                  Market
      Disruption Event:

                	
                  The
      third and fourth lines of Section 6.3(a) of the Equity Definitions are
      hereby amended by deleting the words “at any time during the one hour
      period that ends at the relevant Valuation Time” and replacing them with
      “at any time prior to the relevant Valuation
  Time”.

                


        

         

        
          	
                   
      

                	
                  Section
      6.3(b) of the Equity Definitions is hereby amended by inserting the words
      “or a suspension of or material limitation imposed on trading in Mexican
      Pesos.” after the words “(ii) in futures or options contracts relating to
      the Shares on any relevant Related
Exchange”.

                


        

         

        
          	
                   
      

                	
                  Section
      6.3(d) of the Equity Definitions is hereby amended by deleting the
      remainder of the provision following the term “Scheduled Closing Time” in
      the fourth line thereof.

                


        

         

        
          	
                   
      

                	
                  Settlement
      Method Election:

                	
                  Not
      Applicable.

                


        

         

        Dividends:

         

        
          	 	
                  
                    In
      respect of any Component:

                  

                	
                   

                


        

         

        
          	
                   
      

                	
                  Dividend
      Period:

                	
                  The
      period from and including the Trade Date to but excluding the Settlement
      Date.

                


        

         

        
          	
                   
      

                	
                  Dividend
      Payment:

                	
                  With
      respect to any Dividend Amount paid or delivered by the Issuer to holders
      of record of a Share on or prior to the relevant Reference Settlement
      Date, on the first Scheduled Trading Day that is not a Disrupted Day
      immediately following the first Currency Business
  Day

                


        

         

         

        
          
            
            

          

          
            17

            
              

            

          

          
            
            

          

        

         

        
           

          
            	
                     
      

                  	
                    such
      Dividend Amount is so paid or delivered, the Calculation Agent shall
      adjust the Number of Shares to be increased by a number equal to such
      Dividend Amount divided by the closing
      price per Share (after giving effect to any reinvestment discount then in
      effect) on such Scheduled Trading Day.  The Calculation Agent
      shall have the discretion to make such an adjustment notwithstanding the
      fact that a Scheduled Trading Day is a Disrupted Day if it determines that
      the relevant Market Disruption Event does not have a material impact on
      the determination of the closing price per Share on such Scheduled Trading
      Day.

                  


          

           

        

        
          	
                   
      

                	
                  Dividend
      Amount:

                	
                  An
      amount in MXN equal to the Record Amount multiplied
      by the
      Number of Shares. To the extent that the Record Amount is not in the form
      of MXN (whether in another currency, securities or any other asset), the
      Calculation Agent shall determine the fair market value in MXN of such
      amount in a commercially reasonable
manner.

                


        

         

        
          	
                   
      

                	
                  Section
      9.2(a)(iii) of the Equity Definitions is amended by deleting the words
      “the Excess Dividend Amount, if any,
and”.

                


        

         

        
          	
                   
      

                	
                  The
      definition of “Record Amount” in Section 10.1 of the Equity Definitions is
      amended by replacing in the second line thereof the words “the gross cash
      dividend per Share” with “the cash dividend per Share, net of any
      withholding or deduction of taxes at the source by or on behalf of any
      applicable taxing authority,” and adding thereafter the phrase “(including
      any Extraordinary Dividend) and any non-cash dividend or other
      distribution paid or delivered by the Issuer to holders of record of a
      Share (other than in the form of
Shares)”.

                


        

         

        Adjustments:

         

        
          	
                   
      

                	
                  Method
      of Adjustment:

                	
                  Calculation
      Agent Adjustment; provided, however, that
      the Equity Definitions shall be amended by replacing the words “diluting
      or concentrative” in Sections 11.2(a), 11.2(c) (in two instances) and
      11.2(e)(vii) with the word “material” and by adding the words “or the
      Transaction” after the words “theoretical value of the relevant Shares” in
      Sections 11.2(a), 11.2(c) and 11.2(e)(vii); provided, further, that
      adjustments may be made to account for changes in volatility, expected
      dividends, stock loan rate and liquidity relative to the relevant Share or
      the Transaction.

                


        

         


        
          
             


          

          
            18

            
              

            

          

          
             


          

        


        
          	
                   
      

                	
                  Potential
      Adjustment Event:

                	
                  Section
      11.2(e) of the Equity Definitions is amended by deleting clauses (iii) and
      (iv) thereof.

                


        

         

        Extraordinary
Events:

         

        Consequences
of Merger Events:

         

        
          	
                   
      

                	
                  Share-for-Share:

                	
                  Modified
      Calculation Agent Adjustment.

                


        

         

        
          	
                   
      

                	
                  Share-for-Other:

                	
                  Modified
      Calculation Agent Adjustment.

                


        

         

        
          	
                   
      

                	
                  Share-for-Combined:

                	
                  Modified
      Calculation Agent Adjustment.

                


        

         

        
          	
                  Tender
      Offer:

                	
                  Applicable.

                


        

         

        Consequences
of Tender Offers:

         

        
          	
                   
      

                	
                  Share-for-Share:

                	
                  Modified
      Calculation Agent Adjustment.

                


        

         

        
          	
                   
      

                	
                  Share-for-Other:

                	
                  Modified
      Calculation Agent Adjustment.

                


        

         

        
          	
                   
      

                	
                  Share-for-Combined:

                	
                  Modified
      Calculation Agent Adjustment.

                


        

         

        
          	
                   
      

                	
                  Composition
      of Combined

                


        

        
          	 	 
	Composition
      of Combined 	 
	
                  Consideration:

                	
                  Not
      Applicable.

                


        

         

        
          	
                  Nationalization,
      Insolvency

                	
                   

                


        

        
          	
                  or
      Delisting:

                	
                  Cancellation
      and Payment.

                


        

         

        
          	
                  Determining
      Party:

                	
                  For
      all applicable Extraordinary Events,
Citibank.

                


        

         

        Additional
Disruption Events:

         

        
          	
                   
      

                	
                  Change
      in Law:

                	
                  Applicable.

                


        

         

        
          	
                   
      

                	
                  Failure
      to Deliver:

                	
                  Applicable.

                


        

         

        
          	
                   
      

                	
                  Hedging
      Disruption:

                	
                  Applicable.

                


        

         

        
          	
                   
      

                	
                  Increased
      Cost of Hedging:

                	
                  Applicable.

                


        

        
          	
                   
      

                	
                  Hedging
      Party:

                	
                  For
      all applicable Additional Disruption Events,
  Citibank.

                


        

         

        
          	
                   
      

                	
                  Determining
      Party:

                	
                  For
      all applicable Additional Disruption Events,
  Citibank.

                


        

         

        
          	
                  
                    Acknowledgments:

                  

                	
                   

                


        

         

        
          	
                  Non-Reliance:

                	
                  Applicable.

                


        

         

        
          	
                  
                    Agreements
      and Acknowledgments

                  

                	
                   

                


        

        
          	
                  Regarding
      Hedging Activities:

                	
                  Applicable.

                


        

         


        
          
             


          

          
            19

            
              

            

          

          
             


          

        


        
          	
                  Additional
      Acknowledgments:

                	
                  Applicable.

                


        

         

        3.         Account Details:

         

        
          	
                   
      

                	
                  Payments
      to Citibank:

                	
                  To
      be provided.

                


        

         

        
          	
                   
      

                	
                  Payments
      to Counterparty:

                	
                  MXN:

                


        

         

        
          	
                   
      

                	
                  BANCO
      NACIONAL DE MEXICO, S.A.

                


        

         

        
          	
                   
      

                	
                  SUCURSAL.
      870

                


        

         

        
          	
                   
      

                	
                  ACCOUNT:
      559220

                


        

         

        
          	
                   
      

                	
                  CLABE:  002180087005592205

                


        

         

        
          	
                   
      

                	
                  BENEFICIARY:  BANCO
      NACIONAL DE MEXICO,

                


        

         

        
          	
                   
      

                	
                  S.A.
      FIDUCIARIO

                


        

         

        
          	
                   
      

                	
                  1
      REFERENCIA: 110975672

                


        

         

        
          	
                   
      

                	
                  2
      REFERENCIA:  F52986

                


        

         

        
          
            	
                     
      

                  	
                    
                      USD:

                      CITIBANK,
      N.Y. USA

                      CUENTA:
      36206844

                      ABA:
      021000089

                      SWIFT
      CODE: CITIUS 33

                      BENEFICIARY:
      BANCO NACIONAL DE MEXICO, S.A. FIDUCIARIO

                      FFC:
      1109756 CEMENTOS MEXICANOS

                    

                  


          

           

        

        
          
            	
                     4.

                  	
                    Collateral
      Provisions:

                  	
                     

                  


          

        

         

        
          	
                   
      

                	
                  Credit
      Support Provider:

                	
                  In
      relation to Citibank, Not Applicable.

                
	 	 	 
	 	 	In
      relation to Counterparty, Cemex, S.A.B. de C.V. ("Cemex") the
    Issuer.


        

         

        
          	
                   
      

                	
                  Credit
      Support Document:

                	
                  In
      the case of Citibank: The Credit Support Annex, dated as of the date
      hereof, between Citibank and Counterparty, which supplements, forms part
      of, and is subject to the Agreement (the “Credit Support
      Annex”).

                


        

         

        
          	
                   
      

                	
                  In
      the case of Counterparty:

                


        

         

        
          	
                   
      

                	
                  (i)
      The Credit Support Annex; (ii) the Contrato de Prenda
      Bursátil, dated as of the date hereof among Citibank, Counterparty
      and Monex Casa de Bolsa, S.A. de C.V, Monex Grupo Financiero, as
      Administrator and Executor and (iii) the Guarantee with respect to this
      Transaction, the Relevant Option Transaction and the Other Forward
      Transaction, by the Issuer in favor of Citibank, dated as of the date
      hereof.

                


        

         

        
          
            
              	
                      5.

                    	
                      Additional Representations, Warranties and
      Agreements:

                    	
                       

                    


            

          

        

      

       

       

      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      

    

     

     

    
      (a) 
In addition to the representations, warranties and covenants in the Agreement,
each of Citibank and Counterparty represents, warrants and covenants to the
other party that:

       

      
        	
                (xiii)  

              	
                it
      (i) is an “accredited investor” as defined in Section 2(a)(15)(ii) of the
      Securities Act of 1933, as amended (the “Securities
      Act”) or (ii) is not a U.S. person and is entering into this
      Transaction in reliance on Regulation S under the Securities
      Act;

              


      

       

      
        	
                (xii)  

              	
                it
      is an “eligible contract participant” as defined in Section 1a(12) of the
      Commodity Exchange Act, as amended (the “CEA”), and this
      Confirmation and each Transaction hereunder are subject to individual
      negotiation by the parties and have not been executed or traded on a
      “trading facility” as defined in Section 1a(33) of the
  CEA;

              


      

       

      
        	
                (xv)  

              	
                it
      is not entering into this Transaction on the basis of any material
      non-public information with respect to the Issuer or the Shares or the
      American depository receipts of the Issuer (the “CX ADSs”) and
      it is not aware of any material non-public information with respect
      thereto;

              


      

       

      
        	
                (xvi)  

              	
                it
      has not and shall not directly or indirectly violate any applicable law
      (including, without limitation, the Securities Act of 1933, as amended
      (the “Securities
      Act”) and the Securities Exchange Act of 1934, as amended (the
      “Exchange
      Act”)) in connection with any Transaction under this Confirmation;
      and

              


      

       

      
        	
                (xvii)  

              	
                
                  it
      is not entering into any Transaction to create, and shall not engage in
      any other securities or derivatives transactions to create, actual or
      apparent trading activity in the Shares, shares of Cemex or CX ADSs (or
      any security convertible into or exchangeable for Shares, shares of Cemex
      or CX ADSs) or to raise or depress or to manipulate the price of the
      Shares, shares of Cemex or CX ADSs (or any security convertible into or
      exchangeable for Shares, shares of Cemex or CX
  ADSs).

                

              


      

       

      (b) 
In addition to the representations, warranties and covenants in the Agreement,
Counterparty represents, warrants and covenants to Citibank that:

       

      
        	
                (xviii)  

              	
                it
      understands that Citibank has no obligation or intention to register this
      Transaction under the Securities Act or any state securities law or other
      applicable federal or  non-U.S. securities
  law;

              


      

       

      
        	
                (xix)  

              	
                it
      understands that no obligations of Citibank to it hereunder shall be
      entitled to the benefit of deposit insurance and that such obligations
      shall not be guaranteed by any Affiliate of Citibank or any governmental
      agency;

              


      

       

      
        	
                (xx)  

              	
                IT
      UNDERSTANDS THAT THIS TRANSACTION IS SUBJECT TO COMPLEX RISKS THAT MAY
      ARISE WITHOUT WARNING, RELATED MARKETS AND PRICING MAY AT TIMES BE
      VOLATILE AND THAT LOSSES MAY OCCUR QUICKLY AND IN UNANTICIPATED MAGNITUDE
      AND IS WILLING TO ACCEPT SUCH TERMS AND CONDITIONS AND ASSUME (FINANCIALLY
      AND OTHERWISE) SUCH RISKS;

              


      

       

      
        	
                (xxi)  

              	
                each
      of the representations and warranties made by it and each grantor (fideicomitente –
      fideicomisario adherente) (each, a “Grantor”)
      pursuant to the Irrevocable Trust Agreement Number 111339-7 dated March
      24, 2008, as amended, with Banco Nacional de Mexico, S.A., Institución de
      Banca Múltiple, a member of Grupo Financiero Banamex,
  

              


      

       

      


      
        
          
             


          

          
            21

            
              

            

          

          
             


          

        

      

       

      
        
          	
                   

                	
                  as
      Trustee and any agreement pursuant to which a Grantor becomes bound by the
      terms thereof (including any representation letter related thereto)
      (together, the “Trust
      Agreement”) is true and accurate as of the date such
      representations were executed and delivered and, to the extent the truth
      and accuracy of any such representation or warrantyremains material to
      Citibank or its Affiliates and such representation or warranty was stated
      to remain true and accurate in the applicable document, shall remain true
      and accurate at all times during the term of the
    Transaction;

                


        

         

      

      
        	
                (xxii)  

              	
                it
      has sufficient knowledge and expertise to enter into this Transaction and
      it is entering into this Transaction in reliance upon such tax,
      accounting, regulatory, legal, and financial advice as its deems necessary
      and not upon any view expressed by the other
  party;

              


      

       

      
        	
                (xxiii)  

              	
                it
      has made its own independent decision to enter into this Transaction, is
      acting at arm’s length and is not relying on any communication (written or
      oral) of the other party or its Affiliates as a recommendation or
      investment advice regarding this
Transaction;

              


      

       

      
        	
                (xxiv)  

              	
                it
      has the capability to evaluate and understand (on its own behalf or
      through independent professional advice), and does understand, the terms,
      conditions and risks of this Transaction and is willing to accept those
      terms and conditions and to assume (financially and otherwise) those
      risks;

              


      

       

      
        	
                (xxv)  

              	
                it
      understands that Citibank and its Affiliates may have interests with
      respect to the Transaction that are in conflict with those of
      Counterparty, and that neither Citibank nor its Affiliates shall be under
      any obligation to maximize the recovery of any investment by
      Counterparty;

              


      

       

      
        	
                (xxvi)  

              	
                it
      understands that Citibank and its Affiliates have provided, and in the
      future may continue to provide, services to the Issuer in return for fees,
      and that Citibank may, in connection with such services, take actions or
      positions that are contrary to the interests of
    Counterparty;

              


      

       

      
        	
                (xxviii)  

              	
                it
      understands and acknowledges that Citibank and its Affiliates may from
      time to time effect transactions for their own account of the account of
      customers and hold positions in the Shares or CX ADSs or options or other
      derivative transactions related thereto and that Citibank and its
      Affiliates may continue to conduct such
  transactions;

              


      

       

      
        	
                (xxviii)  

              	
                it
      acknowledges and agrees that Citibank is acting as principal on an
      arm’s-length basis and is not acting as a fiduciary or advisor to it in
      connection with this Transaction;
and

              


      

       

      
        	
                (xxix)  

              	
                it
      shall deliver to Citibank an opinion of counsel, dated as of the Trade
      Date, with respect to the matters set forth in Section 3(a) of the
      Agreement.

              


      

       

      
         

        
          
            
              	
                      6.

                    	
                      Other
      Provisions:

                    	
                       

                    


            

          

           

                      
(m) Netting of
Obligations.  In the event that on the Settlement Date for any
Component of this Transaction an Option Cash Settlement Amount is payable under
the corresponding Component of the Relevant Option Transaction (such Option Cash
Settlement Amount for the purposes hereof determined without regard to the
netting provisions set forth in Section 6(a) therein), the Number of Shares to
be delivered by Seller for such Component hereunder on the applicable Settlement
Date shall be reduced (and may be zero) by a number of Shares selected by the
Calculation Agent having a value, together with 

        

      

       

      


      
        
          
             


          

          
            22

            
              

            

          

          
             


          

        

      

       

      


      any reduction in Shares to be delivered under the
Other Forward Transaction as a result of the application of Section 6(a)
therein, equal to such Option Cash Settlement Amount.  The Calculation
Agent shall determine the value of the Shares described in the previous sentence
using the closing price per Share and the USD/MXN exchange rate as of the
Valuation Time on the first Scheduled Trading Day following the relevant
Reference Settlement Date that is not a Disrupted Day.

       

      (n) Bankruptcy Code
Acknowledgment.  Each of Citibank and Counterparty agrees and
acknowledges that Citibank is a “financial institution,” “swap participant” and
“financial participant” within the meaning of Sections 101(22), 101(53C) and
101(22A) of Title 11 of the United States Code (the “Bankruptcy
Code”).  The parties hereto further agree and acknowledge (A)
that this Confirmation is intended to be (i) a “securities contract,” as such
term is defined in Section 741(7) of the Bankruptcy Code, with respect to which
each payment and delivery hereunder or in connection herewith is intended to be
a “termination value,” “payment amount” or “other transfer obligation” within
the meaning of Section 362 of the Bankruptcy Code and a “settlement payment”
within the meaning of Section 546 of the Bankruptcy Code, and (ii) a “swap
agreement,” as such term is defined in Section 101(53B) of the Bankruptcy Code,
with respect to which each payment and delivery hereunder or in connection
herewith is intended to be a “termination value,” a “payment amount” or “other
transfer obligation” within the meaning of Section 362 of the Bankruptcy Code
and a “transfer” within the meaning of Section 546 of the Bankruptcy Code, and
(B) that Citibank is intended to be entitled to the protections afforded by,
among other sections, Sections 362(b)(6), 362(b)(17), 362(b)(27), 362(o),
546(e), 546(g), 546(j), 548(d)(2), 555, 560 and 561 of the Bankruptcy
Code.

       

      (o) Indemnification.  Counterparty
agrees to indemnify and hold harmless Citibank, its Affiliates and its assignees
and their respective directors, officers, employees, agents and controlling
persons (Citibank and each such person being an “Indemnified Party”)
from and against any and all losses, claims, damages and liabilities, joint or
several, to which such Indemnified Party may become subject, and relating to or
arising out of any of the transactions contemplated by this Confirmation, and
will reimburse any Indemnified Party for all expenses (including reasonable
counsel fees and expenses) as they are incurred in connection with the
investigation of, preparation for or defense or settlement of any pending or
threatened claim or any action, suit or proceeding arising therefrom, whether or
not such Indemnified Party is a party thereto and whether or not such claim,
action, suit or proceeding is initiated or brought by or on behalf of
Counterparty.  Counterparty will not be liable under the foregoing
indemnification provision to the extent that any loss, claim, damage, liability
or expense is found in a nonappealable judgment by a court of competent
jurisdiction to have resulted from Citibank’s breach of a material term of this
Confirmation, willful misconduct or gross negligence.  If for any
reason the foregoing indemnification is unavailable to any Indemnified Party or
insufficient to hold harmless any Indemnified Party, then Counterparty shall
contribute, to the maximum extent permitted by law (but only to the extent that
such harm was not caused by Citibank’s breach of a material term of this
Confirmation, willful misconduct or gross negligence), to the amount paid or
payable by the Indemnified Party as a result of such loss, claim, damage or
liability.  Counterparty also agrees that no Indemnified Party shall
have any liability to Counterparty or any person asserting claims on behalf of
or in right of Counterparty in connection with or as a result of any matter
referred to in this Confirmation or any other Confirmation except to the extent
that any losses, claims, damages, liabilities or expenses incurred by
Counterparty result from the breach of a material term of this Confirmation, or
the Indemnified Party’s gross negligence or willful misconduct.  The
provisions of this Section 6(c) shall survive completion of the Transactions
contemplated by this Confirmation and any transfer pursuant to Section 6(d) and
shall inure to the benefit of any permitted assignee of Citibank.

       

      (p) Early
Termination.  At any time on or after the one year anniversary
of the Trade Date of this Transaction and not more frequently than once every
three months, Citibank agrees to provide good faith quotations to Counterparty
for an early termination (in whole or in part) of this Transaction, such


      


      
        
          
             


          

          
            23

            
              

            

          

          
             


          

        

      

       

       

      quotations to remain actionable for a period
specified by Citibank at such time as such quotations are provided; provided, however that, if any
such quotation results in Counterparty requesting an early termination of this
Transaction (in whole or in part), any such termination shall be subject to
reasonable conditions that Citibank may impose, including, but not limited to
(i) Counterparty’s and Citibank’s agreement that such termination shall be
conducted in compliance with the terms of the Trust Agreement and shall not
adversely effect any Grantor, (ii) any reasonable undertakings by Counterparty
(including, but
not limited to, any undertaking with respect to compliance with applicable
securities laws) and execution of any documentation by Counterparty, as may be
requested and reasonably satisfactory to Citibank with respect to clause (i)
hereof or otherwise, (iii) the condition that an Event of Default, Potential
Event of Default or Termination Event will not occur as a result of such
termination, and (iv) Counterparty reimbursing Citibank for all reasonable costs
and expenses incurred by Citibank in connection with such
termination.

       

      (q) Transfer.  Notwithstanding
any provision of the Agreement to the contrary, Citibank may, without the
consent of Counterparty, freely transfer and assign its rights and obligations
under any Transaction (in whole only and together with the Relevant Option
Transaction and the Other Forward Transaction) to (i) CGMI or Citigroup Global
Markets Limited (“CGML”), in each case,
if such entity has a long-term unsecured debt ratings of at least “A1” (if rated
by Moody’s Investors Service, Inc.) or “A+” (if rated by Standard & Poor’s)
and (ii) any of Citibank’s Affiliates that have a long-term unsecured debt
rating at least equal to that of Citibank; provided that such transfer or
assignment shall not result in a Tax Event or violate applicable
law.  At any time on or after the one year anniversary of the Trade
Date of this Transaction, Counterparty may transfer and assign its rights and
obligations under this Transaction (in whole or in part) to any Approved
Assignee; provided that such transfer or
assignment shall be subject to reasonable conditions that Citibank may impose,
including, but not limited to (i) Counterparty’s and Citibank’s agreement that
such transfer or assignment shall be conducted in compliance with the terms of
the Trust Agreement and shall not adversely effect any Grantor, (ii) the
existence at the time of such transfer or assignment of collateral undertakings,
reasonably satisfactory to Citibank, between the Approved Assignee and Citibank
with respect to any transferred portion of this Transaction, (iii) any
reasonable undertakings by Counterparty and the Approved Assignee (including,
but not limited to, any undertaking with respect to compliance with applicable
securities laws) and execution of any documentation by the Approved Assignee, as
may be requested and reasonably satisfactory to Citibank, (iv) the condition
that an Event of Default, Potential Event of Default or Termination Event will
not occur as a result of such transfer or assignment, and (v) Counterparty
reimbursing Citibank for all reasonable costs and expenses incurred by Citibank
in connection with such transfer or assignment.

       

      “Approved Assignee”
means any nationally- recognized equity derivatives dealer that has a long-term
unsecured debt rating at least equal to that of Citibank.

      


      (r) Designation.  Notwithstanding
any other provision in this Confirmation to the contrary requiring or allowing
Citibank to purchase, sell, receive or deliver any Shares or other securities to
or from Counterparty, Citibank may designate any of its affiliates to purchase,
sell, receive or deliver such shares or other securities and otherwise to
perform Citibank’s obligations in respect of this Transaction and any such
designee may assume such obligations.  Citibank shall be discharged of
its obligations to Counterparty to the extent of any such
performance.

       

      (s) Confidentiality.  Notwithstanding
any provision in this Confirmation, any Confirmation or the Agreement, in
connection with Section 1.6011-4 of the Treasury Regulations, the parties hereby
agree that each party (and each employee, representative, or other agent of such
party) may disclose to any and all persons, without limitation of any kind, the
U.S. tax treatment and U.S. tax structure of the Transaction and all materials
of any kind (including opinions or other tax analyses) that are provided to such
party 

       

       

      
        
          
             


          

          
            24

            
              

            

          

          
             


          

        

      

       

       

      relating to such U.S. tax treatment and U.S. tax
structure, other than any information for which nondisclosure is reasonably
necessary in order to comply with applicable securities laws.

       

      (t) Evidence of
Authority.  On the date hereof, Counterparty will provide to
Citibank evidence satisfactory to Citibank of its authority to enter into
Transactions hereunder and the incumbency of the designated signatory of
Counterparty.

      


      (u) Consent to
Recording.  Each party (i) consents to the recording of the
telephone conversations of trading and marketing personnel of the parties and
their Affiliates in connection with this Confirmation and (ii) agrees to obtain
any necessary consent of, and give notice of such recording to, such personnel
of it and its Affiliates.

       

      (v) Severability;
Illegality.  If compliance by either party with any provision
of a Transaction would be unenforceable or illegal, (i) the parties shall
negotiate in good faith to resolve such unenforceability or illegality in a
manner that preserves the economic benefits of the transactions contemplated
hereby and (ii) the other provisions of the Transaction shall not be
invalidated, but shall remain in full force and effect.

       

      (w) Waiver of Trial by
Jury.  EACH OF COUNTERPARTY AND CITIBANK HEREBY IRREVOCABLY
WAIVES (ON ITS OWN BEHALF AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ON
BEHALF OF ITS STOCKHOLDERS OR BENFICIARIES, AS APPLICABLE) ALL RIGHT TO TRIAL BY
JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT
OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS TRANSACTION OR THE ACTIONS OF
CITIBANK OR ITS AFFILIATES IN THE NEGOTIATION, PERFORMANCE OR ENFORCEMENT
HEREOF.

       

      (x) Governing
law.  This Confirmation shall be governed
by the laws of the State of New York (without reference to choice of law
doctrine, other than Section 5-1401 of the New York General Obligations
Law).

       

      11.           Additional
Schedule Provisions:

       

      
        
          	(a)	 Notices.
      	 For the
      purpose of Section 12(a) of the Agreement:	 


        

         

      

      
        
          
            	 	 Address for
      notices or communications to Citibank:	 	 


          

           

        

      

      
        
          
            
              	 	 Address
      	 Citibank, N.A.	 
	 	 	 	 
	 	 	
                      390 Greenwich
      Street

                      5th
      Floor

                      New York,
      New York 10013

                      
                        Address
      for notices or communications to Citibank:

                      

                    	 


            

             

          

        

      

      
        
          
            
              	 	 With a copy
      to:	 	 


            

             

            
              
                
                  
                    
                      	 	 Address
      	
                              Legal
      Department

                              388
      Greenwich Street

                              17th
      Floor

                              New
      York, New York 10013

                            	 
	 	 Attention:	Department Head	 
	 	 	
                               

                            	 


                    

                  

                

              

            

          

        

      

       

       

      
        
          
          

        

        
          25

          
            

          

        

        
          
          

        

      

       

       

      
        
          
            
              	 	Address
      for notices or communications to Counterparty:	 	 


            

             

          

          
            
              
                
                  
                    
                      	 	
                              
                                
                                  Banco
      Nacional de México, S.A.,

                                  División
      Fiduciaria,

                                  as
      trustee under trust No. 111339-7

                                  Calzada
      del Valle No. 350 ote. 1er. Piso

                                  Colonia
      Del Valle

                                  Código
      Postal 66220

                                  San
      Pedro Garza García, Nuevo León

                                  México

                                

                              

                            	
                              
                                 

                              

                            	 


                    

                  

                

              

            

          

        

      

      
        
          
            
              
                
                  
                    	 	 	 	 
	 	with a
      copy to:  	
                                      

                          	 
	 	 	 	 
	 	Cemex,
      S.A.B. de C.V. 

                            Address:  Av.
      Ricardo Margain Zozaya

                            325
      Col Valle del Campstre 66265

                            San
      Pedro Garza García, N.L.,

                            Mexico 

                          	
                             

                          	 
	 	 Attn:	Gustavo
      Calvo Irabien 

                            Equity
      Trading & Derivatives – Capital Markets

                          	 	
                             

                          	 
	 	 Phone:	+52(81)88884079	 	 	 
	 	 Fax:	+52(81)88884524	 	 	 
	 	 E-Mail:	Gustavo.calvo@cemex.com	 	 	 


                  

                

              

            

          

                      

        

      

      


      (b)           Process
Agent.  For the purpose of Section 13(c) of the
Agreement:

      


      Counterparty
appoints as its Process Agent:

      


       
CT Corporation System

       
111 Eighth Avenue

       
New York, NY 10011

      


      (c)           Delivery of Tax
Forms.  For the purposes of Section 4(a)(i) and (ii),
Counterparty agrees to deliver such documents as Citibank may request in order
to allow Citibank to make a payment under this Transaction without any deduction
or withholding for or on account of any Tax or with such deduction or
withholding at a reduced rate including, without limitation, an executed United
States Internal Revenue Service Form W-8BEN (or any successor thereto), (i) upon
execution of this Transaction; (ii) promptly upon reasonable demand by Citibank;
and (iii) promptly upon learning that any such document, including Form W-8BEN
(or any successor thereto), previously provided by Counterparty has become
obsolete or incorrect.

      


      (d)           Cross
Default.  The “Cross Default” provisions of Section 5(a)(vi)
will apply to Counterparty and will apply to Citibank; provided that, the phrase “,
or becoming capable at such time of being declared,” shall be deleted form
Section 5(a)(vi) of the Agreement.

       

       For
purposes of Section 5(a)(vi), the following provisions apply:

       

      “Threshold
Amount” means (i) with respect to Citibank, 2% of stockholders’ equity of
Citibank; (ii) with respect to Counterparty, zero; and (iii) with respect to
Counterparty’s Credit Support Provider, USD 75,000,000.

       

       

      
        
          
          

        

        
          26

          
            

          

        

        
          
          

        

      

       

       

       

      (e)           Termination
Currency.  The Termination Currency will be USD.

       

       

       

      
        
          
          

        

        
          27

          
            

          

        

        
          
          

        

      

      


       

      If
you have any questions regarding this letter agreement, please contact the
Derivatives Operations Department at the telephone numbers indicated or the
facsimile numbers indicated on this Confirmation.

       

      Please
confirm that the foregoing correctly sets forth the terms of our agreement by
executing the copy of this Confirmation enclosed for that purpose and returning
it to us.

       

      
        	 
      	
                Very
      truly yours,

              	 
      
	 
      	 
      	 
      
	 
      	
                CITIGROUP
      GLOBAL MARKETS INC.,

                as
      agent for CITIBANK, N.A.

              	 
      
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/
      H. Hirsch

              	 
      
	 
      	
                Authorized
      Signatory

              	 
      


      

      


      


      


      


      Accepted
and confirmed as

      of
the Trade Date:

      BANCO
NACIONAL DE MÉXICO, S.A.,

      INTEGRANTE
DEL GRUPO FINANCIERO BANAMEX,

      DIVISIÓN
FIDUCIARIA,

      acting
solely as trustee under trust No. 111339-7

      


      By:        /s/  M. de los
Angeles Montemayor
Garza___                                                                                     

      Name:       M.
de los Angeles Montemayor Garza

      Title:         Trust
Delegate

      


      


      By:        /s/  E. N. Wing
Treviño_________________                                                                                     

      Name:      E.
N. Wing Treviño

      Title:         Trust
Delegate

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      

        Executive
Version

         

        For
each Component of the Transaction, the Number of Shares are set forth
below.

        


         

        
          	
                  Component
      Number

                   

                	
                  Number of
      Shares

                   

                	
                  Reference
      Number

                   

                
	
                  1.

                	
                  1,330,447

                	
                  NET5582131

                
	
                  2.

                	
                  
                    1,330,447

                  

                	
                  NET5582132

                
	
                  3.

                	
                  
                    1,330,447

                  

                	
                  NET5582133

                
	
                  4.

                	
                  
                    1,330,447

                  

                	
                  NET5582134

                
	
                  5.

                	
                  
                    1,330,447

                  

                	
                  NET5582135

                
	
                  6.

                	
                  
                    1,330,447

                  

                	
                  NET5583536

                
	
                  7.

                	
                  
                    1,330,447

                  

                	
                  NET5582137

                
	
                  8.

                	
                  
                    1,330,447

                  

                	
                  NET5582138

                
	
                  9.

                	
                  
                    1,330,447

                  

                	
                  NET5582139

                
	
                  10.

                	
                  
                    1,330,447

                  

                	
                  NET5582140

                


        

         



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    
      
        Execution
Version


        


        
          
            	
                    Date:

                  	
                    April
      23, 2008

                  	 
      
	 
      	 
      	 
      
	
                    To:

                  	
                    Banco
      Nacional de México, S.A.,

                    Integrante
      del Grupo Financiero Banamex,

                    División
      Fiduciaria, acting solely as trustee

                    under
      trust No. 111339-7 (“Counterparty”)

                    Calzada
      del Valle No. 350 ote. 1er. Piso

                    Colonia
      Del Valle

                    Código
      Postal 66220

                    San
      Pedro Garza García, Nuevo León

                    México

                  	 
      
	 
      	 
      	 
      
	
                    Attn:

                  	
                    Trust
      No. 111339-7

                  	 
      
	
                    Phone:

                  	
                    (52
      81) 12.26.19.84

                  	 
      
	
                    Fax:

                  	
                    (52
      81) 12.26.20.97

                  	 
      
	 
      	 
      	 
      
	
                    From:

                  	
                    Citibank,
      N.A. (“Citibank”)

                    390
      Greenwich Street

                    5th
      Floor

                    New
      York, NY 10013

                  	 
      
	 
      	 
      	 
      
	
                    Our
      Ref.:

                  	
                    As
      set out in Annex A for each Component

                  	 
      


          



        PUT
OPTION TRANSACTION

         

        The
purpose of this letter agreement (this “Confirmation”) is to
set forth the terms and conditions of the Transaction entered into between us on
the Trade Date specified below (the “Transaction”).  This
Confirmation constitutes a “Confirmation” as referred to in the Agreement
specified below.

         

        Citibank
is entering into this Transaction as principal and not as an agent for any other
party.

         

        CITIGROUP
GLOBAL MARKETS INC. (“CGMI”) WILL ACT AS
AGENT IN CONNECTION WITH THIS TRANSACTION.  CITIBANK HAS ACTED AS
PRINCIPAL IN AND IS YOUR COUNTERPARTY TO THIS TRANSACTION.  CGMI’S
OBLIGATIONS AS AGENT ARE STRICTLY LIMITED TO THE DELIVERY OF ANY CASH AND
SECURITIES THAT IT ACTUALLY RECEIVES FROM CITIBANK OR COUNTERPARTY, AS THE CASE
MAY BE, TO THE OTHER PARTY.  IN TRANSMISSION OF THE CONFIRMATION, CGMI
DOES NOT GUARANTEE ANY PARTY’S OBLIGATIONS NOR IS IT PROVIDING INVESTMENT ADVICE
OR OTHER SERVICES.

         

        1.           The
definitions and provisions contained in the 2002 ISDA Equity Derivatives
Definitions (the “Equity Definitions”),
as published by the International Swaps and Derivatives Association, Inc.
(“ISDA”), are
incorporated into this Confirmation.  In the event of any
inconsistency between the Equity Definitions and this Confirmation, this
Confirmation will govern.  “USD”, “MXN” and “Business Day” each
have the meaning assigned in the 2006 ISDA Definitions, as published by
ISDA.

         

        This
Confirmation evidences a complete binding agreement between you and us as to the
terms of the Transaction to which this Confirmation relates.  This
Confirmation, together with all other documents referring to the ISDA 2002
Master Agreement, as published by ISDA (the “Agreement”) (each a
“Confirmation”)
confirming transactions (each a “Transaction”) entered
into between you and us, including the Forward Transaction (the “Relevant Forward
Transaction”), 

         

        


        
          
            
               


            

            
               


              
                

              

            

            
               


            

          

        

        


        shall
supplement, form a part of, and be subject to an agreement in the form of the
Agreement (excluding any Schedule but including the elections set forth in this
Confirmation and in the Credit Support Annex specified below) on the Trade Date
of the first such Transaction between us.  All provisions contained or
incorporated by reference in the Agreement will govern this Confirmation except
as expressly modified below.  In the event of any inconsistency
between the provisions of the Agreement and this Confirmation, this Confirmation
will prevail for the purpose of this Transaction.

         

        2.           The
terms of the particular Transaction to which this Confirmation relates are as
follows:

         

        General
Terms:                                                              

        
           

          
            	
                     
      

                  	
                    Trade
      Date:  

                  	
                    April
      4, 2008.

                  


          

                                                                  

        

        
          
            	
                     
      

                  	
                    Option
      Style:

                  	
                    European.

                  


          

           

        

        
          
            	
                     
      

                  	
                    Option
      Type: 

                  	
                    Put.

                  


          

                                                                     

        

        
          	
                   
      

                	
                  Seller:

                	
                  Counterparty.

                
	 	 	 
	 	Buyer: 	Citibank. 
	 	 	 
	 	Shares: 	

                  Ordinary
      Participation Certificates (Certificados
      de Participación Ordinarios) of Cemex, S.A.B. de C.V. (the “Issuer”)
      (Bloomberg identifier:  “CEMEXCP
  MM”). 

                


        

         

        
          	
                   
      

                	
                  Components:

                	
                  The
      Transaction will be divided into individual Components, each with the
      respective terms set forth in this Confirmation, and in particular with
      the Number of Shares specified in Annex A to this
      Confirmation.  The deliveries to be made upon settlement of the
      Transaction shall be determined separately for each Component as if such
      Component were a separate Transaction under the
  Agreement.

                


        

         

        
          	
                   
      

                	
                  Number
      of Options:

                	
                  For
      each Component, the Number of Shares provided in Annex A to this
      Confirmation.

                


        

         

        
          
            	
                     
      

                  	
                    Option
      Entitlement:

                  	
                    USD
      2.6738.

                  


          

                                                         

        

        
          	
                   
      

                	
                  Strike
      Price:

                	
                  USD
      3.2086.

                


        

         

        
          	
                   
      

                	
                  Premium:

                	
                  

                    For
      all Components in the aggregate, an amount in USD equal to 25.5% multiplied
      by
      the Initial Reference Price multiplied
      by
      the aggregate Number of
Options.

                  

                


        

         

        
          	
                   
      

                	
                  Prepayment
      Date:

                	
                  The
      Trade Date.

                


        

         

        
          	
                   
      

                	
                  Variable
      Obligation:

                	
                  Not
      Applicable.

                


        

         

        
          	
                   
      

                	
                  Exchange:

                	
                  Mexican
      Stock Exchange (Bolsa
      Mexicana de Valores, S.A. de
C.V.).

                


        

         

        


        
          
            
               


            

            
              16

              
                

              

            

            
               


            

          

        

         

        


        
          	
                   
      

                	
                  Related
      Exchange(s):

                	
                  All
      Exchanges.

                


        

         

        
          	
                   
      

                	
                  Calculation
      Agent:

                	
                  Citibank.

                


        

         

        
          	
                   
      

                	
                  Business
      Days:

                	
                  New
      York and Mexico City.

                


        

         

        Settlement
Terms:

         

        
          	 	
                  
                    In
      respect of any Component:

                  

                	
                   

                


        

         

        
          	
                   
      

                	
                  Expiration
      Time:

                	
                  The
      Valuation Time.

                


        

         

        
          	
                   
      

                	
                  Expiration Date:

                	
                  

                    As
      provided in Annex
      A to this Confirmation (or, if such date is not a Scheduled Trading
      Day, the next following Scheduled Trading Day that is not already an
      Expiration Date for another Component); provided
      that if that date is a Disrupted Day, the Expiration Date for such
      Component shall be the first succeeding Scheduled Trading Day that is not
      a Disrupted Day and is not an Expiration Date in respect of any other
      Component of the Transaction hereunder; and provided
      further that if the Expiration Date has not occurred pursuant to the
      preceding proviso as of the Final Disruption Date, the Final Disruption
      Date shall be the Expiration Date (irrespective of whether such date is an
      Expiration Date in respect of any other Component for the Transaction) and
      the VWAP Price shall be reasonably determined by the Calculation
      Agent.  Notwithstanding the foregoing and anything to the
      contrary in the Equity Definitions, if a Market Disruption Event occurs on
      any Expiration Date, the Calculation Agent may determine that such
      Expiration Date is a Disrupted Day only in part, in which case the
      Calculation Agent shall determine that such day shall be the Expiration
      Date for a portion of the Number of Options for the relevant Component and
      shall designate the Scheduled Trading Day determined in the manner
      described in the immediately preceding sentence as the Expiration Date for
      the remaining Options for such Component.  Section 6.6 of the
      Equity Definitions shall not apply to any Valuation Date and the final
      sentence of Section 3.1(f) of the Equity Definitions shall not apply to
      any Expiration Date.  “Final
      Disruption Date” means the fifth Scheduled Trading Day after April
      23, 2013.

                  

                


        

         

        
        

        
          	
                   
      

                	
                  Market
      Disruption Event:

                	
                  The
      third and fourth lines of Section 6.3(a) of the Equity Definitions are
      hereby amended by deleting the words “at any time during the one hour
      period that ends at the relevant Valuation Time” and replacing them with
      “at any time prior to the relevant Valuation
  Time”.

                


        

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

         

        
          	
                   
      

                	
                  Section
      6.3(b) of the Equity Definitions is hereby amended by inserting the words
      “or a suspension of or material limitation imposed on trading in Mexican
      Pesos.” after the words “(ii) in futures or options contracts relating to
      the Shares on any relevant Related
Exchange”.

                


        

         

        
          	
                   
      

                	
                  Section
      6.3(d) of the Equity Definitions is hereby amended by deleting the
      remainder of the provision following the term “Scheduled Closing Time” in
      the fourth line thereof.

                


        

         

        
          	
                   
      

                	
                  Automatic
      Exercise:    

                	
                  Applicable.

                


        

         

        Valuation:

         

        
          	 	
                  
                    In
      respect of any Component:

                  

                	
                   

                


        

         

        
          	
                   
      

                	
                  Valuation
      Date:

                	
                  The
      Exercise Date.

                


        

         

        Settlement
Terms:

         

        
          
            	 	
                    
                      In
      respect of any Component:

                    

                  	
                     

                  


          

           

        

        
          	 	Cash
      Settlement:     	Applicable.
	 	 	 
	 	Settlement
      Currency: 	USD.
	 	 	 
	 	Settlement
      Price: 	

                  The
      VWAP Price multiplied
      by
      the Final Exchange Rate.

                
	 	 	 
	 	VWAP
      Price: 	

                  Notwithstanding
      Section 7.3 of the Equity Definitions, the Settlement Price will be equal
      to the volume-weighted average price per Share on the Valuation Date as
      displayed under the heading “Bloomberg VWAP” on Bloomberg page “CEMEXCP MM
      <equity> VAP” (or any successor thereto), or if such price is not so
      reported on such Valuation Date for any reason or is, in the Calculation
      Agent’s reasonable discretion notified to the Counterparty in reasonable
      detail, erroneous, such VWAP Price shall be as reasonably determined by
      the Calculation Agent. 

                
	 	 	 
	 	Cash
      Settlement Payment Date: 	

                  The
      fourth Business Day after the Valuation Date; provided that if such date
      is not a Clearance System Business Day, the first Clearance System
      Business Day after such date, subject to Section 6(a)
    below.

                
	 	 	 
	 	Strike
      Price Differential: 	

                  The
      amount equal to the greater of (a) the excess of (i) the Strike Price over
      (ii) the Settlement Price and (b) zero.

                
	 	 	 


        

         

         

        
          
            
            

          

          
            17

            
              

            

          

          
            
            

          

        

         

        
           

          
            	 	
                    Final Exchange
      Rate:  

                  	
                    
                      The
      average USD/MXN exchange rate on the Valuation Date (expressed as a number
      of USD per MXN), as determined by the Calculation Agent, which
      determination may be made by reference to the notionally-weighted average
      of the rates of exchange at which Citibank actually exchanged MXN for USD
      for value during the course of the day on such Valuation
      Date.

                    

                  


          

           

          Dividends:

           

        

        
          	
                   
      

                	
                  Dividend
      Amount:

                	
                  

                    If
      at any time during the period from but excluding the Trade Date to and
      including the Expiration Date an ex-dividend date for a distribution of
      any stock dividend occurs with respect to the Shares, then the Calculation
      Agent shall adjust (i) the Number of Options to be increased by, and (ii)
      the Strike Price to be decreased by, the percentage increase in the number
      of outstanding Shares of the Issuer resulting from such distribution of
      any stock dividend (taking into account the shareholder participation rate
      in such distribution of any stock
  dividend).

                  

                


        

         

        Share
Adjustments:

         

        
          	
                   
      

                	
                  Method
      of Adjustment:

                	
                  Calculation
      Agent Adjustment; provided, however, that
      the Equity Definitions shall be amended by replacing the words “diluting
      or concentrative” in Sections 11.2(a), 11.2(c) (in two instances) and
      11.2(e)(vii) with the word “material” and by adding the words “or the
      Transaction” after the words “theoretical value of the relevant Shares” in
      Sections 11.2(a), 11.2(c) and 11.2(e)(vii); provided, further, that
      adjustments may be made to account for changes in volatility, expected
      dividends, stock loan rate and liquidity relative to the relevant Share or
      the Transaction.

                


        

         

        
          	
                   
      

                	
                  Potential
      Adjustment Event:

                	
                  Section
      11.2(e) of the Equity Definitions is amended by deleting clause (iv)
      thereof.

                


        

         

        Extraordinary
Events:

         

        Consequences
of Merger Events:

         

        
          	
                   
      

                	
                  Share-for-Share:

                	
                  Modified
      Calculation Agent Adjustment.

                


        

         

        
          	
                   
      

                	
                  Share-for-Other:

                	
                  Modified
      Calculation Agent Adjustment.

                


        

         

        
          	
                   
      

                	
                  Share-for-Combined:

                	
                  Modified
      Calculation Agent Adjustment.

                


        

         

        
          	
                  Tender
      Offer:

                	
                  Applicable.

                


        

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

         

        Consequences
of Tender Offers:

         

        
          	
                   
      

                	
                  Share-for-Share:

                	
                  Modified
      Calculation Agent Adjustment.

                


        

         

        
          	
                   
      

                	
                  Share-for-Other:

                	
                  Modified
      Calculation Agent Adjustment.

                


        

         

        
          	
                   
      

                	
                  Share-for-Combined:

                	
                  Modified
      Calculation Agent Adjustment.

                


        

         

        
          	
                  Composition
      of Combined

                	
                   

                


        

        
          	 	 
	Composition
      of Combined 	 
	
                  Consideration:

                	
                  Not
      Applicable.

                


        

         

        
          	
                  Nationalization,
      Insolvency

                	
                   

                


        

        
          	
                  or
      Delisting:

                	
                  Cancellation
      and Payment (Calculation Agent
Determination).

                


        

         

        Additional
Disruption Events:

         

        
          	
                   
      

                	
                  Change
      in Law:

                	
                  Applicable.

                


        

         

        
          	
                   
      

                	
                  Failure
      to Deliver:

                	
                  Applicable.

                


        

         

        
          	
                   
      

                	
                  Hedging
      Disruption:

                	
                  Applicable.

                


        

         

        
          	
                   
      

                	
                  Increased
      Cost of Hedging:

                	
                  Applicable.

                


        

        
          	 	 	 
	
                   
      

                	
                  Hedging
      Party:

                	
                  For
      all applicable Additional Disruption Events,
  Citibank.

                


        

         

        
          	
                   
      

                	
                  Determining
      Party:

                	
                  For
      all applicable Additional Disruption Events,
  Citibank.

                


        

         

        
          	
                  
                    Acknowledgments:

                  

                	
                   

                


        

         

        
          	
                  Non-Reliance:

                	
                  Applicable.

                


        

         

        
          	
                  
                    Agreements
      and Acknowledgments

                  

                	
                   

                


        

        
          	
                  Regarding
      Hedging Activities:

                	
                  Applicable.

                


        

         

        
          	
                  Additional
      Acknowledgments:

                	
                  Applicable.

                


        

         

        3.         Account Details:

         

        
          	
                   
      

                	
                  Payments
      to Citibank:

                	
                  To
      be provided.

                


        

         

        
          	
                   
      

                	
                  Payments
      to Counterparty:

                	
                  MXN:

                


        

         

        
          	
                   
      

                	
                  BANCO
      NACIONAL DE MEXICO, S.A.

                


        

         

        
          	
                   
      

                	
                  SUCURSAL.
      870

                


        

         

        
          	
                   
      

                	
                  ACCOUNT:
      559220

                


        

         

        
          	
                   
      

                	
                  CLABE:  002180087005592205

                


        

         

        
          	
                   
      

                	
                  BENEFICIARY:  BANCO
      NACIONAL DE MEXICO,

                


        

         

        
          	
                   
      

                	
                  S.A.
      FIDUCIARIO

                


        

         

        
          	
                   
      

                	
                  1
      REFERENCIA: 110975672

                


        

         

        
          	
                   
      

                	
                  2
      REFERENCIA:  F52986

                


        

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

         

        
          
            	
                     
      

                  	
                    
                      USD:

                      CITIBANK,
      N.Y. USA

                      CUENTA:
      36206844

                      ABA:
      021000089

                      SWIFT
      CODE: CITIUS 33

                      BENEFICIARY:
      BANCO NACIONAL DE MEXICO, S.A. FIDUCIARIO

                      FFC:
      1109756 CEMENTOS MEXICANOS

                    

                  


          

           

        

        
          
            	
                     4.

                  	
                    Collateral
      Provisions:

                  	
                     

                  


          

        

         

        
          	
                   
      

                	
                  Credit
      Support Provider:

                	
                  In
      relation to Citibank, Not Applicable.

                
	 	 	 
	 	 	In
      relation to Counterparty, Cemex, S.A.B. de C.V. ("Cemex") the
    Issuer.


        

         

        
          	
                   
      

                	
                  Credit
      Support Document:

                	
                  In
      the case of Citibank: The Credit Support Annex, dated as of the date
      hereof, between Citibank and Counterparty, which supplements, forms part
      of, and is subject to the Agreement (the “Credit Support
      Annex”).

                


        

         

        
          	
                   
      

                	
                  In
      the case of Counterparty:

                


        

         

        
          	
                   
      

                	
                  (i)
      The Credit Support Annex; (ii) the Contrato de Prenda
      Bursátil, dated as of the date hereof among Citibank, Counterparty
      and Monex Casa de Bolsa, S.A. de C.V, Monex Grupo Financiero, as
      Administrator and Executor and (iii) the Guarantee with respect to this
      Transaction, the Relevant Option Transaction and the Other Forward
      Transaction, by the Issuer in favor of Citibank, dated as of the date
      hereof.

                


        

         

        
          
            
              	
                      5.

                    	
                      Additional Representations, Warranties and
      Agreements:

                    	
                       

                    


            

          

        

         

         

        
          
            
            

          

          
            20

            
              

            

          

          
            
            

          

        

      

       

       

      
        (a) 
In addition to the representations, warranties and covenants in the Agreement,
each of Citibank and Counterparty represents, warrants and covenants to the
other party that:

         

        
          	
                  (xiii)  

                	
                  it
      (i) is an “accredited investor” as defined in Section 2(a)(15)(ii) of the
      Securities Act of 1933, as amended (the “Securities
      Act”) or (ii) is not a U.S. person and is entering into this
      Transaction in reliance on Regulation S under the Securities
      Act;

                


        

         

        
          	
                  (xii)  

                	
                  it
      is an “eligible contract participant” as defined in Section 1a(12) of the
      Commodity Exchange Act, as amended (the “CEA”), and this
      Confirmation and each Transaction hereunder are subject to individual
      negotiation by the parties and have not been executed or traded on a
      “trading facility” as defined in Section 1a(33) of the
  CEA;

                


        

         

        
          	
                  (xv)  

                	
                  it
      is not entering into this Transaction on the basis of any material
      non-public information with respect to the Issuer or the Shares or the
      American depository receipts of the Issuer (the “CX ADSs”) and
      it is not aware of any material non-public information with respect
      thereto;

                


        

         

        
          	
                  (xvi)  

                	
                  it
      has not and shall not directly or indirectly violate any applicable law
      (including, without limitation, the Securities Act of 1933, as amended
      (the “Securities
      Act”) and the Securities Exchange Act of 1934, as amended (the
      “Exchange
      Act”)) in connection with any Transaction under this Confirmation;
      and

                


        

         

        
          	
                  (xvii)  

                	
                  
                    it
      is not entering into any Transaction to create, and shall not engage in
      any other securities or derivatives transactions to create, actual or
      apparent trading activity in the Shares, shares of Cemex or CX ADSs (or
      any security convertible into or exchangeable for Shares, shares of Cemex
      or CX ADSs) or to raise or depress or to manipulate the price of the
      Shares, shares of Cemex or CX ADSs (or any security convertible into or
      exchangeable for Shares, shares of Cemex or CX
  ADSs).

                  

                


        

         

        (b) 
In addition to the representations, warranties and covenants in the Agreement,
Counterparty represents, warrants and covenants to Citibank that:

         

        
          	
                  (xviii)  

                	
                  it
      understands that Citibank has no obligation or intention to register this
      Transaction under the Securities Act or any state securities law or other
      applicable federal or  non-U.S. securities
  law;

                


        

         

        
          	
                  (xix)  

                	
                  it
      understands that no obligations of Citibank to it hereunder shall be
      entitled to the benefit of deposit insurance and that such obligations
      shall not be guaranteed by any Affiliate of Citibank or any governmental
      agency;

                


        

         

        
          	
                  (xx)  

                	
                  IT
      UNDERSTANDS THAT THIS TRANSACTION IS SUBJECT TO COMPLEX RISKS THAT MAY
      ARISE WITHOUT WARNING, RELATED MARKETS AND PRICING MAY AT TIMES BE
      VOLATILE AND THAT LOSSES MAY OCCUR QUICKLY AND IN UNANTICIPATED MAGNITUDE
      AND IS WILLING TO ACCEPT SUCH TERMS AND CONDITIONS AND ASSUME (FINANCIALLY
      AND OTHERWISE) SUCH RISKS;

                


        

         

        
          	
                  (xxi)  

                	
                  each
      of the representations and warranties made by it and each grantor (fideicomitente –
      fideicomisario adherente) (each, a “Grantor”)
      pursuant to the Irrevocable Trust Agreement Number 111339-7 dated March
      24, 2008, as amended, with Banco Nacional de Mexico, S.A., Institución de
      Banca Múltiple, a member of Grupo Financiero Banamex,
  

                


        

         

        


        
          
            
               


            

            
              21

              
                

              

            

            
               


            

          

        

         

        
          
            	
                     

                  	
                    as
      Trustee and any agreement pursuant to which a Grantor becomes bound by the
      terms thereof (including any representation letter related thereto)
      (together, the “Trust
      Agreement”) is true and accurate as of the date such
      representations were executed and delivered and, to the extent the truth
      and accuracy of any such representation or warrantyremains material to
      Citibank or its Affiliates and such representation or warranty was stated
      to remain true and accurate in the applicable document, shall remain true
      and accurate at all times during the term of the
    Transaction;

                  


          

           

        

        
          	
                  (xxii)  

                	
                  it
      has sufficient knowledge and expertise to enter into this Transaction and
      it is entering into this Transaction in reliance upon such tax,
      accounting, regulatory, legal, and financial advice as its deems necessary
      and not upon any view expressed by the other
  party;

                


        

         

        
          	
                  (xxiii)  

                	
                  it
      has made its own independent decision to enter into this Transaction, is
      acting at arm’s length and is not relying on any communication (written or
      oral) of the other party or its Affiliates as a recommendation or
      investment advice regarding this
Transaction;

                


        

         

        
          	
                  (xxiv)  

                	
                  it
      has the capability to evaluate and understand (on its own behalf or
      through independent professional advice), and does understand, the terms,
      conditions and risks of this Transaction and is willing to accept those
      terms and conditions and to assume (financially and otherwise) those
      risks;

                


        

         

        
          	
                  (xxv)  

                	
                  it
      understands that Citibank and its Affiliates may have interests with
      respect to the Transaction that are in conflict with those of
      Counterparty, and that neither Citibank nor its Affiliates shall be under
      any obligation to maximize the recovery of any investment by
      Counterparty;

                


        

         

        
          	
                  (xxvi)  

                	
                  it
      understands that Citibank and its Affiliates have provided, and in the
      future may continue to provide, services to the Issuer in return for fees,
      and that Citibank may, in connection with such services, take actions or
      positions that are contrary to the interests of
    Counterparty;

                


        

         

        
          	
                  (xxviii)  

                	
                  it
      understands and acknowledges that Citibank and its Affiliates may from
      time to time effect transactions for their own account of the account of
      customers and hold positions in the Shares or CX ADSs or options or other
      derivative transactions related thereto and that Citibank and its
      Affiliates may continue to conduct such
  transactions;

                


        

         

        
          	
                  (xxviii)  

                	
                  it
      acknowledges and agrees that Citibank is acting as principal on an
      arm’s-length basis and is not acting as a fiduciary or advisor to it in
      connection with this Transaction;
and

                


        

         

        
          	
                  (xxix)  

                	
                  it
      shall deliver to Citibank an opinion of counsel, dated as of the Trade
      Date, with respect to the matters set forth in Section 3(a) of the
      Agreement.

                


        

         

        
           

          
            
              
                	
                        6.

                      	
                        Other
      Provisions:

                      	
                         

                      


              

            

             

                        
(m) Netting of
Obligations.  In the event that on the Settlement Date for any
Component of this Transaction an Option Cash Settlement Amount is payable under
the corresponding Component of the Relevant Option Transaction (such Option Cash
Settlement Amount for the purposes hereof determined without regard to the
netting provisions set forth in Section 6(a) therein), the Number of Shares to
be delivered by Seller for such Component hereunder on the applicable Settlement
Date shall be reduced (and may be zero) by a number of Shares selected by the
Calculation Agent having a value, together with 

          

        

         

        


        
          
            
               


            

            
              22

              
                

              

            

            
               


            

          

        

         

        


        any reduction in Shares to be delivered under the
Other Forward Transaction as a result of the application of Section 6(a)
therein, equal to such Option Cash Settlement Amount.  The Calculation
Agent shall determine the value of the Shares described in the previous sentence
using the closing price per Share and the USD/MXN exchange rate as of the
Valuation Time on the first Scheduled Trading Day following the relevant
Reference Settlement Date that is not a Disrupted Day.

         

        (n) Bankruptcy Code
Acknowledgment.  Each of Citibank and Counterparty agrees and
acknowledges that Citibank is a “financial institution,” “swap participant” and
“financial participant” within the meaning of Sections 101(22), 101(53C) and
101(22A) of Title 11 of the United States Code (the “Bankruptcy
Code”).  The parties hereto further agree and acknowledge (A)
that this Confirmation is intended to be (i) a “securities contract,” as such
term is defined in Section 741(7) of the Bankruptcy Code, with respect to which
each payment and delivery hereunder or in connection herewith is intended to be
a “termination value,” “payment amount” or “other transfer obligation” within
the meaning of Section 362 of the Bankruptcy Code and a “settlement payment”
within the meaning of Section 546 of the Bankruptcy Code, and (ii) a “swap
agreement,” as such term is defined in Section 101(53B) of the Bankruptcy Code,
with respect to which each payment and delivery hereunder or in connection
herewith is intended to be a “termination value,” a “payment amount” or “other
transfer obligation” within the meaning of Section 362 of the Bankruptcy Code
and a “transfer” within the meaning of Section 546 of the Bankruptcy Code, and
(B) that Citibank is intended to be entitled to the protections afforded by,
among other sections, Sections 362(b)(6), 362(b)(17), 362(b)(27), 362(o),
546(e), 546(g), 546(j), 548(d)(2), 555, 560 and 561 of the Bankruptcy
Code.

         

        (o) Indemnification.  Counterparty
agrees to indemnify and hold harmless Citibank, its Affiliates and its assignees
and their respective directors, officers, employees, agents and controlling
persons (Citibank and each such person being an “Indemnified Party”)
from and against any and all losses, claims, damages and liabilities, joint or
several, to which such Indemnified Party may become subject, and relating to or
arising out of any of the transactions contemplated by this Confirmation, and
will reimburse any Indemnified Party for all expenses (including reasonable
counsel fees and expenses) as they are incurred in connection with the
investigation of, preparation for or defense or settlement of any pending or
threatened claim or any action, suit or proceeding arising therefrom, whether or
not such Indemnified Party is a party thereto and whether or not such claim,
action, suit or proceeding is initiated or brought by or on behalf of
Counterparty.  Counterparty will not be liable under the foregoing
indemnification provision to the extent that any loss, claim, damage, liability
or expense is found in a nonappealable judgment by a court of competent
jurisdiction to have resulted from Citibank’s breach of a material term of this
Confirmation, willful misconduct or gross negligence.  If for any
reason the foregoing indemnification is unavailable to any Indemnified Party or
insufficient to hold harmless any Indemnified Party, then Counterparty shall
contribute, to the maximum extent permitted by law (but only to the extent that
such harm was not caused by Citibank’s breach of a material term of this
Confirmation, willful misconduct or gross negligence), to the amount paid or
payable by the Indemnified Party as a result of such loss, claim, damage or
liability.  Counterparty also agrees that no Indemnified Party shall
have any liability to Counterparty or any person asserting claims on behalf of
or in right of Counterparty in connection with or as a result of any matter
referred to in this Confirmation or any other Confirmation except to the extent
that any losses, claims, damages, liabilities or expenses incurred by
Counterparty result from the breach of a material term of this Confirmation, or
the Indemnified Party’s gross negligence or willful misconduct.  The
provisions of this Section 6(c) shall survive completion of the Transactions
contemplated by this Confirmation and any transfer pursuant to Section 6(d) and
shall inure to the benefit of any permitted assignee of Citibank.

         

        (p) Early
Termination.  At any time on or after the one year anniversary
of the Trade Date of this Transaction and not more frequently than once every
three months, Citibank agrees to provide good faith quotations to Counterparty
for an early termination (in whole or in part) of this Transaction, such


        


        
          
            
               


            

            
              23

              
                

              

            

            
               


            

          

        

         

         

        quotations to remain actionable for a period
specified by Citibank at such time as such quotations are provided; provided, however that, if any
such quotation results in Counterparty requesting an early termination of this
Transaction (in whole or in part), any such termination shall be subject to
reasonable conditions that Citibank may impose, including, but not limited to
(i) Counterparty’s and Citibank’s agreement that such termination shall be
conducted in compliance with the terms of the Trust Agreement and shall not
adversely effect any Grantor, (ii) any reasonable undertakings by Counterparty
(including, but
not limited to, any undertaking with respect to compliance with applicable
securities laws) and execution of any documentation by Counterparty, as may be
requested and reasonably satisfactory to Citibank with respect to clause (i)
hereof or otherwise, (iii) the condition that an Event of Default, Potential
Event of Default or Termination Event will not occur as a result of such
termination, and (iv) Counterparty reimbursing Citibank for all reasonable costs
and expenses incurred by Citibank in connection with such
termination.

         

        (q) Transfer.  Notwithstanding
any provision of the Agreement to the contrary, Citibank may, without the
consent of Counterparty, freely transfer and assign its rights and obligations
under any Transaction (in whole only and together with the Relevant Option
Transaction and the Other Forward Transaction) to (i) CGMI or Citigroup Global
Markets Limited (“CGML”), in each case,
if such entity has a long-term unsecured debt ratings of at least “A1” (if rated
by Moody’s Investors Service, Inc.) or “A+” (if rated by Standard & Poor’s)
and (ii) any of Citibank’s Affiliates that have a long-term unsecured debt
rating at least equal to that of Citibank; provided that such transfer or
assignment shall not result in a Tax Event or violate applicable
law.  At any time on or after the one year anniversary of the Trade
Date of this Transaction, Counterparty may transfer and assign its rights and
obligations under this Transaction (in whole or in part) to any Approved
Assignee; provided that such transfer or
assignment shall be subject to reasonable conditions that Citibank may impose,
including, but not limited to (i) Counterparty’s and Citibank’s agreement that
such transfer or assignment shall be conducted in compliance with the terms of
the Trust Agreement and shall not adversely effect any Grantor, (ii) the
existence at the time of such transfer or assignment of collateral undertakings,
reasonably satisfactory to Citibank, between the Approved Assignee and Citibank
with respect to any transferred portion of this Transaction, (iii) any
reasonable undertakings by Counterparty and the Approved Assignee (including,
but not limited to, any undertaking with respect to compliance with applicable
securities laws) and execution of any documentation by the Approved Assignee, as
may be requested and reasonably satisfactory to Citibank, (iv) the condition
that an Event of Default, Potential Event of Default or Termination Event will
not occur as a result of such transfer or assignment, and (v) Counterparty
reimbursing Citibank for all reasonable costs and expenses incurred by Citibank
in connection with such transfer or assignment.

         

        “Approved Assignee”
means any nationally- recognized equity derivatives dealer that has a long-term
unsecured debt rating at least equal to that of Citibank.

        


        (r) Designation.  Notwithstanding
any other provision in this Confirmation to the contrary requiring or allowing
Citibank to purchase, sell, receive or deliver any Shares or other securities to
or from Counterparty, Citibank may designate any of its affiliates to purchase,
sell, receive or deliver such shares or other securities and otherwise to
perform Citibank’s obligations in respect of this Transaction and any such
designee may assume such obligations.  Citibank shall be discharged of
its obligations to Counterparty to the extent of any such
performance.

         

        (s) Confidentiality.  Notwithstanding
any provision in this Confirmation, any Confirmation or the Agreement, in
connection with Section 1.6011-4 of the Treasury Regulations, the parties hereby
agree that each party (and each employee, representative, or other agent of such
party) may disclose to any and all persons, without limitation of any kind, the
U.S. tax treatment and U.S. tax structure of the Transaction and all materials
of any kind (including opinions or other tax analyses) that are provided to such
party 

         

         

        
          
            
               


            

            
              24

              
                

              

            

            
               


            

          

        

         

         

        relating to such U.S. tax treatment and U.S. tax
structure, other than any information for which nondisclosure is reasonably
necessary in order to comply with applicable securities laws.

         

        (t) Evidence of
Authority.  On the date hereof, Counterparty will provide to
Citibank evidence satisfactory to Citibank of its authority to enter into
Transactions hereunder and the incumbency of the designated signatory of
Counterparty.

        


        (u) Consent to
Recording.  Each party (i) consents to the recording of the
telephone conversations of trading and marketing personnel of the parties and
their Affiliates in connection with this Confirmation and (ii) agrees to obtain
any necessary consent of, and give notice of such recording to, such personnel
of it and its Affiliates.

         

        (v) Severability;
Illegality.  If compliance by either party with any provision
of a Transaction would be unenforceable or illegal, (i) the parties shall
negotiate in good faith to resolve such unenforceability or illegality in a
manner that preserves the economic benefits of the transactions contemplated
hereby and (ii) the other provisions of the Transaction shall not be
invalidated, but shall remain in full force and effect.

         

        (w) Waiver of Trial by
Jury.  EACH OF COUNTERPARTY AND CITIBANK HEREBY IRREVOCABLY
WAIVES (ON ITS OWN BEHALF AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ON
BEHALF OF ITS STOCKHOLDERS OR BENFICIARIES, AS APPLICABLE) ALL RIGHT TO TRIAL BY
JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT
OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS TRANSACTION OR THE ACTIONS OF
CITIBANK OR ITS AFFILIATES IN THE NEGOTIATION, PERFORMANCE OR ENFORCEMENT
HEREOF.

         

        (x) Governing
law.  This Confirmation shall be governed
by the laws of the State of New York (without reference to choice of law
doctrine, other than Section 5-1401 of the New York General Obligations
Law).

         

        11.           Additional
Schedule Provisions:

         

        
          
            	(a)	 Notices.
      	 For the
      purpose of Section 12(a) of the Agreement:	 


          

           

        

        
          
            
              	 	 Address for
      notices or communications to Citibank:	 	 


            

             

          

        

        
          
            
              
                	 	 Address
      	 Citibank, N.A.	 
	 	 	 	 
	 	 	
                        390 Greenwich
      Street

                        5th
      Floor

                        New York,
      New York 10013

                        
                          Address
      for notices or communications to Citibank:

                        

                      	 


              

               

            

          

        

        
          
            
              
                	 	 With a copy
      to:	 	 


              

               

              
                
                  
                    
                      
                        	 	 Address
      	
                                Legal
      Department

                                388
      Greenwich Street

                                17th
      Floor

                                New
      York, New York 10013

                              	 
	 	 Attention:	Department Head	 
	 	 	
                                 

                              	 


                      

                    

                  

                

              

            

          

        

         

         

        
          
            
            

          

          
            25

            
              

            

          

          
            
            

          

        

         

         

        
          
            
              
                	 	Address
      for notices or communications to Counterparty:	 	 


              

               

            

            
              
                
                  
                    
                      
                        	 	
                                
                                  
                                    Banco
      Nacional de México, S.A.,

                                    División
      Fiduciaria,

                                    as
      trustee under trust No. 111339-7

                                    Calzada
      del Valle No. 350 ote. 1er. Piso

                                    Colonia
      Del Valle

                                    Código
      Postal 66220

                                    San
      Pedro Garza García, Nuevo León

                                    México

                                  

                                

                              	
                                
                                   

                                

                              	 


                      

                    

                  

                

              

            

          

        

        
          
            
              
                
                  
                    
                      	 	 	 	 
	 	with a
      copy to:  	
                                        

                            	 
	 	 	 	 
	 	Cemex,
      S.A.B. de C.V. 

                              Address:  Av.
      Ricardo Margain Zozaya

                              325
      Col Valle del Campstre 66265

                              San
      Pedro Garza García, N.L.,

                              Mexico 

                            	
                               

                            	 
	 	 Attn:	Gustavo
      Calvo Irabien 

                              Equity
      Trading & Derivatives – Capital Markets

                            	 	
                               

                            	 
	 	 Phone:	+52(81)88884079	 	 	 
	 	 Fax:	+52(81)88884524	 	 	 
	 	 E-Mail:	Gustavo.calvo@cemex.com	 	 	 


                    

                  

                

              

            

                        

          

        

        


        (b)           Process
Agent.  For the purpose of Section 13(c) of the
Agreement:

        


        Counterparty
appoints as its Process Agent:

        


         
CT Corporation System

         
111 Eighth Avenue

         
New York, NY 10011

        


        (c)           Delivery of Tax
Forms.  For the purposes of Section 4(a)(i) and (ii),
Counterparty agrees to deliver such documents as Citibank may request in order
to allow Citibank to make a payment under this Transaction without any deduction
or withholding for or on account of any Tax or with such deduction or
withholding at a reduced rate including, without limitation, an executed United
States Internal Revenue Service Form W-8BEN (or any successor thereto), (i) upon
execution of this Transaction; (ii) promptly upon reasonable demand by Citibank;
and (iii) promptly upon learning that any such document, including Form W-8BEN
(or any successor thereto), previously provided by Counterparty has become
obsolete or incorrect.

        


        (d)           Cross
Default.  The “Cross Default” provisions of Section 5(a)(vi)
will apply to Counterparty and will apply to Citibank; provided that, the phrase “,
or becoming capable at such time of being declared,” shall be deleted form
Section 5(a)(vi) of the Agreement.

         

         For
purposes of Section 5(a)(vi), the following provisions apply:

         

        “Threshold
Amount” means (i) with respect to Citibank, 2% of stockholders’ equity of
Citibank; (ii) with respect to Counterparty, zero; and (iii) with respect to
Counterparty’s Credit Support Provider, USD 75,000,000.

         

         

        
          
            
            

          

          
            26

            
              

            

          

          
            
            

          

        

         

         

         

        (e)           Termination
Currency.  The Termination Currency will be USD.

         

         

         

        
          
            
            

          

          
            27

            
              

            

          

          
            
            

          

        

        


         

        If
you have any questions regarding this letter agreement, please contact the
Derivatives Operations Department at the telephone numbers indicated or the
facsimile numbers indicated on this Confirmation.

         

        Please
confirm that the foregoing correctly sets forth the terms of our agreement by
executing the copy of this Confirmation enclosed for that purpose and returning
it to us.

         

        
          	 
      	
                  Very
      truly yours,

                	 
      
	 
      	 
      	 
      
	 
      	
                  CITIGROUP
      GLOBAL MARKETS INC.,

                  as
      agent for CITIBANK, N.A.

                	 
      
	 
      	 
      	 
      
	 
      	
                  By:

                	
                  /s/
      H. Hirsch

                	 
      
	 
      	
                  Authorized
      Signatory

                	 
      


        

        


        


        


        


        Accepted
and confirmed as

        of
the Trade Date:

        BANCO
NACIONAL DE MÉXICO, S.A.,

        INTEGRANTE
DEL GRUPO FINANCIERO BANAMEX,

        DIVISIÓN
FIDUCIARIA,

        acting
solely as trustee under trust No. 111339-7

        


        By:        /s/  M. de los
Angeles Montemayor
Garza___                                                                                     

        Name:       M.
de los Angeles Montemayor Garza

        Title:         Trust
Delegate

        


        


        By:        /s/  E. N. Wing
Treviño_________________                                                                                     

        Name:      E.
N. Wing Treviño

        Title:         Trust
Delegate

         

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

         

        

          Executive
Version

           

          For
each Component of the Transaction, the Number of Shares are set forth
below.

          


           

          
            	
                    Component
      Number

                     

                  	
                    Number of
      Shares

                     

                  	
                    Reference
      Number

                     

                  
	
                    1.

                  	
                    1,330,447

                  	
                    NET5582131

                  
	
                    2.

                  	
                    
                      1,330,447

                    

                  	
                    NET5582132

                  
	
                    3.

                  	
                    
                      1,330,447

                    

                  	
                    NET5582133

                  
	
                    4.

                  	
                    
                      1,330,447

                    

                  	
                    NET5582134

                  
	
                    5.

                  	
                    
                      1,330,447

                    

                  	
                    NET5582135

                  
	
                    6.

                  	
                    
                      1,330,447

                    

                  	
                    NET5583536

                  
	
                    7.

                  	
                    
                      1,330,447

                    

                  	
                    NET5582137

                  
	
                    8.

                  	
                    
                      1,330,447

                    

                  	
                    NET5582138

                  
	
                    9.

                  	
                    
                      1,330,447

                    

                  	
                    NET5582139

                  
	
                    10.

                  	
                    
                      1,330,447

                    

                  	
                    NET5582140

                  


          

        

      

    

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
      
        Execution
Version


        


        
          
            	
                    Date:

                  	
                    April
      23, 2008

                  	 
      
	 
      	 
      	 
      
	
                    To:

                  	
                    Banco
      Nacional de México, S.A.,

                    Integrante
      del Grupo Financiero Banamex,

                    División
      Fiduciaria, acting solely as trustee

                    under
      trust No. 111339-7 (“Counterparty”)

                    Calzada
      del Valle No. 350 ote. 1er. Piso

                    Colonia
      Del Valle

                    Código
      Postal 66220

                    San
      Pedro Garza García, Nuevo León

                    México

                  	 
      
	 
      	 
      	 
      
	
                    Attn:

                  	
                    Trust
      No. 111339-7

                  	 
      
	
                    Phone:

                  	
                    (52
      81) 12.26.19.84

                  	 
      
	
                    Fax:

                  	
                    (52
      81) 12.26.20.97

                  	 
      
	 
      	 
      	 
      
	
                    From:

                  	
                    Citibank,
      N.A. (“Citibank”)

                    390
      Greenwich Street

                    5th
      Floor

                    New
      York, NY 10013

                  	 
      
	 
      	 
      	 
      
	
                    Our
      Ref.:

                  	
                    As
      set out in Annex A for each Component

                  	 
      


          



        FORWARD
TRANSACTION (NAFTRAC SHARES)

         

        
          The
purpose of this letter agreement (this “Confirmation”) is to
set forth the terms and conditions of the Transaction entered into between us on
the Trade Date specified below (the “Transaction”).  This
Confirmation constitutes a “Confirmation” as referred to in the Agreement
specified below.

           

          Citibank
is entering into this Transaction as principal and not as an agent for any other
party.

           

          CITIGROUP
GLOBAL MARKETS INC. (“CGMI”) WILL ACT AS
AGENT IN CONNECTION WITH THIS TRANSACTION.  CITIBANK HAS ACTED AS
PRINCIPAL IN AND IS YOUR COUNTERPARTY TO THIS TRANSACTION.  CGMI’S
OBLIGATIONS AS AGENT ARE STRICTLY LIMITED TO THE DELIVERY OF ANY CASH AND
SECURITIES THAT IT ACTUALLY RECEIVES FROM CITIBANK OR COUNTERPARTY, AS THE CASE
MAY BE, TO THE OTHER PARTY.  IN TRANSMISSION OF THE CONFIRMATION, CGMI
DOES NOT GUARANTEE ANY PARTY’S OBLIGATIONS NOR IS IT PROVIDING INVESTMENT ADVICE
OR OTHER SERVICES.

           

          1.           The
definitions and provisions contained in the 2002 ISDA Equity Derivatives
Definitions (the “Equity Definitions”),
as published by the International Swaps and Derivatives Association, Inc.
(“ISDA”), are
incorporated into this Confirmation.  In the event of any
inconsistency between the Equity Definitions and this Confirmation, this
Confirmation will govern.  “USD”, “MXN” and “Business Day” each
have the meaning assigned in the 2006 ISDA Definitions, as published by
ISDA.

           

          This
Confirmation evidences a complete binding agreement between you and us as to the
terms of the Transaction to which this Confirmation relates.  This
Confirmation, together with all other documents referring to the ISDA 2002
Master Agreement, as published by ISDA (the “Agreement”) (each a
“Confirmation”)
confirming transactions (each a “Transaction”) entered
into between you and us,

           


          
            
               


            

            
               


              
                

              

            

            
               


            

          


          including
the Option Transaction (the “Relevant Option
Transaction”) and the Forward Transaction referencing shares of Nacional
Financiera S.N.C. (NAFTRAC) (the “Other Forward
Transaction”), in each case, dated as of the date hereof, shall
supplement, form a part of, and be subject to an agreement in the form of the
Agreement (excluding any Schedule but including the elections set forth in this
Confirmation and in the Credit Support Annex specified below) on the Trade Date
of the first such Transaction between us.  All provisions contained or
incorporated by reference in the Agreement will govern this Confirmation except
as expressly modified below.  In the event of any inconsistency
between the provisions of the Agreement and this Confirmation, this Confirmation
will prevail for the purpose of this Transaction.

           

          2.           The
terms of the particular Transaction to which this Confirmation relates are as
follows:

           

          General
Terms:                                                              

          
             

            
              	
                       
      

                    	
                      Trade
      Date:  

                    	
                      April
      4, 2008.

                    


            

                                                                    

          

          
            
              	
                       
      

                    	
                      Seller:

                    	
                      Citibank.

                    


            

             

          

          
            
              	
                       
      

                    	
                      Buyer: 

                    	
                      Counterparty.

                    


            

                                                                       

          

          
            	
                     
      

                  	
                    Shares:

                  	
                    Ordinary
      Participation Certificates (Certificados de Participación
      Ordinarios) of Nacional Financiera S.N.C. (NAFTRAC) (the
      “Issuer”)
      (Bloomberg identifier: “NAFTRAC
MM”).

                  


          

           

          
            	
                     
      

                  	
                    Components:

                  	
                    The
      Transaction will be divided into individual Components, each with the
      respective terms set forth in this Confirmation, and in particular with
      the Number of Shares specified in Annex A to this
      Confirmation.  The deliveries to be made upon settlement of the
      Transaction shall be determined separately for each Component as if such
      Component were a separate Transaction under the
  Agreement.

                  


          

           

          
            	
                     
      

                  	
                    Number
      of Shares:

                  	
                    For
      each Component, the Number of Shares provided in Annex A to this
      Confirmation.

                  


          

           

          
            
              	
                       
      

                    	
                      Forward
      Price:

                    	
                      USD
      2.8750.

                    


            

                                                           

          

          
            	
                     
      

                  	
                    Prepayment:

                  	
                    Applicable.

                  


          

           

          
            	
                     
      

                  	
                    Prepayment
      Amount:

                  	
                    For
      all Components in the aggregate, an amount in USD equal to the Forward
      Price multiplied
      by the
      aggregate Number of Shares.

                  


          

           

          
            	
                     
      

                  	
                    Prepayment
      Date:

                  	
                    The
      Trade Date.

                  


          

           

          
            	
                     
      

                  	
                    Variable
      Obligation:

                  	
                    Not
      Applicable.

                  


          

           

          
            	
                     
      

                  	
                    Exchange:

                  	
                    Mexican
      Stock Exchange (Bolsa
      Mexicana de Valores, S.A. de
C.V.).

                  


          

           


          
            
               


            

            
              16

              
                

              

            

            
               


            

          


          
            	
                     
      

                  	
                    Related
      Exchange(s):

                  	
                    All
      Exchanges.

                  


          

           

          
            	
                     
      

                  	
                    Calculation
      Agent:

                  	
                    Citibank.

                  


          

           

          
            	
                     
      

                  	
                    Business
      Days:

                  	
                    New
      York and Mexico City.

                  


          

           

          Settlement
Terms:

           

          
            	 	
                    
                      In
      respect of any Component:

                    

                  	
                     

                  


          

           

          
            	
                     
      

                  	
                    Physical
      Settlement:

                  	
                    Applicable.

                  


          

           

          
            	
                     
      

                  	
                    Settlement
      Date:

                  	
                    The
      Cash Settlement Payment Date for the corresponding Component under the
      Relevant Option Transaction.

                  


          

           

          
            	
                     
      

                  	
                    Reference
      Settlement Date:

                  	
                    The
      Valuation Date for the corresponding Component under the Relevant Option
      Transaction.

                  


          

           

          
            	
                     
      

                  	
                    Market
      Disruption Event:

                  	
                    The
      third and fourth lines of Section 6.3(a) of the Equity Definitions are
      hereby amended by deleting the words “at any time during the one hour
      period that ends at the relevant Valuation Time” and replacing them with
      “at any time prior to the relevant Valuation
  Time”.

                  


          

           

          
            	
                     
      

                  	
                    Section
      6.3(b) of the Equity Definitions is hereby amended by inserting the words
      “or a suspension of or material limitation imposed on trading in Mexican
      Pesos.” after the words “(ii) in futures or options contracts relating to
      the Shares on any relevant Related
Exchange”.

                  


          

           

          
            	
                     
      

                  	
                    Section
      6.3(d) of the Equity Definitions is hereby amended by deleting the
      remainder of the provision following the term “Scheduled Closing Time” in
      the fourth line thereof.

                  


          

           

          
            	
                     
      

                  	
                    Settlement
      Method Election:

                  	
                    Not
      Applicable.

                  


          

           

          Dividends:

           

          
            	 	
                    
                      In
      respect of any Component:

                    

                  	
                     

                  


          

           

          
            	
                     
      

                  	
                    Dividend
      Period:

                  	
                    The
      period from and including the Trade Date to but excluding the Settlement
      Date.

                  


          

           

          
            	
                     
      

                  	
                    Dividend
      Payment:

                  	
                    With
      respect to any Dividend Amount paid or delivered by the Issuer to holders
      of record of a Share on or prior to the relevant Reference Settlement
      Date, on the first Scheduled Trading Day that is not a Disrupted Day
      immediately following the first Currency Business
  Day

                  


          

           

           

          
            
              
              

            

            
              17

              
                

              

            

            
              
              

            

          

           

          
             

            
              	
                       
      

                    	
                      such
      Dividend Amount is so paid or delivered, the Calculation Agent shall
      adjust the Number of Shares to be increased by a number equal to such
      Dividend Amount divided by the closing
      price per Share (after giving effect to any reinvestment discount then in
      effect) on such Scheduled Trading Day.  The Calculation Agent
      shall have the discretion to make such an adjustment notwithstanding the
      fact that a Scheduled Trading Day is a Disrupted Day if it determines that
      the relevant Market Disruption Event does not have a material impact on
      the determination of the closing price per Share on such Scheduled Trading
      Day.

                    


            

             

          

          
            	
                     
      

                  	
                    Dividend
      Amount:

                  	
                    An
      amount in MXN equal to the Record Amount multiplied
      by the
      Number of Shares. To the extent that the Record Amount is not in the form
      of MXN (whether in another currency, securities or any other asset), the
      Calculation Agent shall determine the fair market value in MXN of such
      amount in a commercially reasonable
manner.

                  


          

           

          
            	
                     
      

                  	
                    Section
      9.2(a)(iii) of the Equity Definitions is amended by deleting the words
      “the Excess Dividend Amount, if any,
and”.

                  


          

           

          
            	
                     
      

                  	
                    The
      definition of “Record Amount” in Section 10.1 of the Equity Definitions is
      amended by replacing in the second line thereof the words “the gross cash
      dividend per Share” with “the cash dividend per Share, net of any
      withholding or deduction of taxes at the source by or on behalf of any
      applicable taxing authority,” and adding thereafter the phrase “(including
      any Extraordinary Dividend) and any non-cash dividend or other
      distribution paid or delivered by the Issuer to holders of record of a
      Share (other than in the form of
Shares)”.

                  


          

           

          Adjustments:

           

          
            	
                     
      

                  	
                    Method
      of Adjustment:

                  	
                    Calculation
      Agent Adjustment; provided, however, that
      the Equity Definitions shall be amended by replacing the words “diluting
      or concentrative” in Sections 11.2(a), 11.2(c) (in two instances) and
      11.2(e)(vii) with the word “material” and by adding the words “or the
      Transaction” after the words “theoretical value of the relevant Shares” in
      Sections 11.2(a), 11.2(c) and 11.2(e)(vii); provided, further, that
      adjustments may be made to account for changes in volatility, expected
      dividends, stock loan rate and liquidity relative to the relevant Share or
      the Transaction.

                  


          

           


          
            
               


            

            
              18

              
                

              

            

            
               


            

          


          
            	
                     
      

                  	
                    Potential
      Adjustment Event:

                  	
                    Section
      11.2(e) of the Equity Definitions is amended by deleting clauses (iii) and
      (iv) thereof.

                  


          

           

          Extraordinary
Events:

           

          Consequences
of Merger Events:

           

          
            	
                     
      

                  	
                    Share-for-Share:

                  	
                    Modified
      Calculation Agent Adjustment.

                  


          

           

          
            	
                     
      

                  	
                    Share-for-Other:

                  	
                    Modified
      Calculation Agent Adjustment.

                  


          

           

          
            	
                     
      

                  	
                    Share-for-Combined:

                  	
                    Modified
      Calculation Agent Adjustment.

                  


          

           

          
            	
                    Tender
      Offer:

                  	
                    Applicable.

                  


          

           

          Consequences
of Tender Offers:

           

          
            	
                     
      

                  	
                    Share-for-Share:

                  	
                    Modified
      Calculation Agent Adjustment.

                  


          

           

          
            	
                     
      

                  	
                    Share-for-Other:

                  	
                    Modified
      Calculation Agent Adjustment.

                  


          

           

          
            	
                     
      

                  	
                    Share-for-Combined:

                  	
                    Modified
      Calculation Agent Adjustment.

                  


          

           

          
            	
                     
      

                  	
                    Composition
      of Combined

                  


          

          
            	 	 
	Composition
      of Combined 	 
	
                    Consideration:

                  	
                    Not
      Applicable.

                  


          

           

          
            	
                    Nationalization,
      Insolvency

                  	
                     

                  


          

          
            	
                    or
      Delisting:

                  	
                    Cancellation
      and Payment.

                  


          

           

          
            	
                    Determining
      Party:

                  	
                    For
      all applicable Extraordinary Events,
Citibank.

                  


          

           

          Additional
Disruption Events:

           

          
            	
                     
      

                  	
                    Change
      in Law:

                  	
                    Applicable.

                  


          

           

          
            	
                     
      

                  	
                    Failure
      to Deliver:

                  	
                    Applicable.

                  


          

           

          
            	
                     
      

                  	
                    Hedging
      Disruption:

                  	
                    Applicable.

                  


          

           

          
            	
                     
      

                  	
                    Increased
      Cost of Hedging:

                  	
                    Applicable.

                  


          

          
            	
                     
      

                  	
                    Hedging
      Party:

                  	
                    For
      all applicable Additional Disruption Events,
  Citibank.

                  


          

           

          
            	
                     
      

                  	
                    Determining
      Party:

                  	
                    For
      all applicable Additional Disruption Events,
  Citibank.

                  


          

           

          
            	
                    
                      Acknowledgments:

                    

                  	
                     

                  


          

           

          
            	
                    Non-Reliance:

                  	
                    Applicable.

                  


          

           

          
            	
                    
                      Agreements
      and Acknowledgments

                    

                  	
                     

                  


          

          
            	
                    Regarding
      Hedging Activities:

                  	
                    Applicable.

                  


          

           


          
            
               


            

            
              19

              
                

              

            

            
               


            

          


          
            	
                    Additional
      Acknowledgments:

                  	
                    Applicable.

                  


          

           

          3.         Account Details:

           

          
            	
                     
      

                  	
                    Payments
      to Citibank:

                  	
                    To
      be provided.

                  


          

           

          
            	
                     
      

                  	
                    Payments
      to Counterparty:

                  	
                    MXN:

                  


          

           

          
            	
                     
      

                  	
                    BANCO
      NACIONAL DE MEXICO, S.A.

                  


          

           

          
            	
                     
      

                  	
                    SUCURSAL.
      870

                  


          

           

          
            	
                     
      

                  	
                    ACCOUNT:
      559220

                  


          

           

          
            	
                     
      

                  	
                    CLABE:  002180087005592205

                  


          

           

          
            	
                     
      

                  	
                    BENEFICIARY:  BANCO
      NACIONAL DE MEXICO,

                  


          

           

          
            	
                     
      

                  	
                    S.A.
      FIDUCIARIO

                  


          

           

          
            	
                     
      

                  	
                    1
      REFERENCIA: 110975672

                  


          

           

          
            	
                     
      

                  	
                    2
      REFERENCIA:  F52986

                  


          

           

          
            
              	
                       
      

                    	
                      
                        USD:

                        CITIBANK,
      N.Y. USA

                        CUENTA:
      36206844

                        ABA:
      021000089

                        SWIFT
      CODE: CITIUS 33

                        BENEFICIARY:
      BANCO NACIONAL DE MEXICO, S.A. FIDUCIARIO

                        FFC:
      1109756 CEMENTOS MEXICANOS

                      

                    


            

             

          

          
            
              	
                       4.

                    	
                      Collateral
      Provisions:

                    	
                       

                    


            

          

           

          
            	
                     
      

                  	
                    Credit
      Support Provider:

                  	
                    In
      relation to Citibank, Not Applicable.

                  
	 	 	 
	 	 	In
      relation to Counterparty, Cemex, S.A.B. de C.V. ("Cemex") the
    Issuer.


          

           

          
            	
                     
      

                  	
                    Credit
      Support Document:

                  	
                    In
      the case of Citibank: The Credit Support Annex, dated as of the date
      hereof, between Citibank and Counterparty, which supplements, forms part
      of, and is subject to the Agreement (the “Credit Support
      Annex”).

                  


          

           

          
            	
                     
      

                  	
                    In
      the case of Counterparty:

                  


          

           

          
            	
                     
      

                  	
                    (i)
      The Credit Support Annex; (ii) the Contrato de Prenda
      Bursátil, dated as of the date hereof among Citibank, Counterparty
      and Monex Casa de Bolsa, S.A. de C.V, Monex Grupo Financiero, as
      Administrator and Executor and (iii) the Guarantee with respect to this
      Transaction, the Relevant Option Transaction and the Other Forward
      Transaction, by the Issuer in favor of Citibank, dated as of the date
      hereof.

                  


          

           

          
            
              
                	
                        5.

                      	
                        Additional Representations, Warranties and
      Agreements:

                      	
                         

                      


              

            

          

        

         

         

        
          
            
            

          

          
            20

            
              

            

          

          
            
            

          

        

      

       

       

      
        (a) 
In addition to the representations, warranties and covenants in the Agreement,
each of Citibank and Counterparty represents, warrants and covenants to the
other party that:

         

        
          	
                  (xiii)  

                	
                  it
      (i) is an “accredited investor” as defined in Section 2(a)(15)(ii) of the
      Securities Act of 1933, as amended (the “Securities
      Act”) or (ii) is not a U.S. person and is entering into this
      Transaction in reliance on Regulation S under the Securities
      Act;

                


        

         

        
          	
                  (xii)  

                	
                  it
      is an “eligible contract participant” as defined in Section 1a(12) of the
      Commodity Exchange Act, as amended (the “CEA”), and this
      Confirmation and each Transaction hereunder are subject to individual
      negotiation by the parties and have not been executed or traded on a
      “trading facility” as defined in Section 1a(33) of the
  CEA;

                


        

         

        
          	
                  (xv)  

                	
                  it
      is not entering into this Transaction on the basis of any material
      non-public information with respect to the Issuer or the Shares or the
      American depository receipts of the Issuer (the “CX ADSs”) and
      it is not aware of any material non-public information with respect
      thereto;

                


        

         

        
          	
                  (xvi)  

                	
                  it
      has not and shall not directly or indirectly violate any applicable law
      (including, without limitation, the Securities Act of 1933, as amended
      (the “Securities
      Act”) and the Securities Exchange Act of 1934, as amended (the
      “Exchange
      Act”)) in connection with any Transaction under this Confirmation;
      and

                


        

         

        
          	
                  (xvii)  

                	
                  
                    it
      is not entering into any Transaction to create, and shall not engage in
      any other securities or derivatives transactions to create, actual or
      apparent trading activity in the Shares, shares of Cemex or CX ADSs (or
      any security convertible into or exchangeable for Shares, shares of Cemex
      or CX ADSs) or to raise or depress or to manipulate the price of the
      Shares, shares of Cemex or CX ADSs (or any security convertible into or
      exchangeable for Shares, shares of Cemex or CX
  ADSs).

                  

                


        

         

        (b) 
In addition to the representations, warranties and covenants in the Agreement,
Counterparty represents, warrants and covenants to Citibank that:

         

        
          	
                  (xviii)  

                	
                  it
      understands that Citibank has no obligation or intention to register this
      Transaction under the Securities Act or any state securities law or other
      applicable federal or  non-U.S. securities
  law;

                


        

         

        
          	
                  (xix)  

                	
                  it
      understands that no obligations of Citibank to it hereunder shall be
      entitled to the benefit of deposit insurance and that such obligations
      shall not be guaranteed by any Affiliate of Citibank or any governmental
      agency;

                


        

         

        
          	
                  (xx)  

                	
                  IT
      UNDERSTANDS THAT THIS TRANSACTION IS SUBJECT TO COMPLEX RISKS THAT MAY
      ARISE WITHOUT WARNING, RELATED MARKETS AND PRICING MAY AT TIMES BE
      VOLATILE AND THAT LOSSES MAY OCCUR QUICKLY AND IN UNANTICIPATED MAGNITUDE
      AND IS WILLING TO ACCEPT SUCH TERMS AND CONDITIONS AND ASSUME (FINANCIALLY
      AND OTHERWISE) SUCH RISKS;

                


        

         

        
          	
                  (xxi)  

                	
                  each
      of the representations and warranties made by it and each grantor (fideicomitente –
      fideicomisario adherente) (each, a “Grantor”)
      pursuant to the Irrevocable Trust Agreement Number 111339-7 dated March
      24, 2008, as amended, with Banco Nacional de Mexico, S.A., Institución de
      Banca Múltiple, a member of Grupo Financiero Banamex,
  

                


        

         

        


        
          
            
               


            

            
              21

              
                

              

            

            
               


            

          

        

         

        
          
            	
                     

                  	
                    as
      Trustee and any agreement pursuant to which a Grantor becomes bound by the
      terms thereof (including any representation letter related thereto)
      (together, the “Trust
      Agreement”) is true and accurate as of the date such
      representations were executed and delivered and, to the extent the truth
      and accuracy of any such representation or warrantyremains material to
      Citibank or its Affiliates and such representation or warranty was stated
      to remain true and accurate in the applicable document, shall remain true
      and accurate at all times during the term of the
    Transaction;

                  


          

           

        

        
          	
                  (xxii)  

                	
                  it
      has sufficient knowledge and expertise to enter into this Transaction and
      it is entering into this Transaction in reliance upon such tax,
      accounting, regulatory, legal, and financial advice as its deems necessary
      and not upon any view expressed by the other
  party;

                


        

         

        
          	
                  (xxiii)  

                	
                  it
      has made its own independent decision to enter into this Transaction, is
      acting at arm’s length and is not relying on any communication (written or
      oral) of the other party or its Affiliates as a recommendation or
      investment advice regarding this
Transaction;

                


        

         

        
          	
                  (xxiv)  

                	
                  it
      has the capability to evaluate and understand (on its own behalf or
      through independent professional advice), and does understand, the terms,
      conditions and risks of this Transaction and is willing to accept those
      terms and conditions and to assume (financially and otherwise) those
      risks;

                


        

         

        
          	
                  (xxv)  

                	
                  it
      understands that Citibank and its Affiliates may have interests with
      respect to the Transaction that are in conflict with those of
      Counterparty, and that neither Citibank nor its Affiliates shall be under
      any obligation to maximize the recovery of any investment by
      Counterparty;

                


        

         

        
          	
                  (xxvi)  

                	
                  it
      understands that Citibank and its Affiliates have provided, and in the
      future may continue to provide, services to the Issuer in return for fees,
      and that Citibank may, in connection with such services, take actions or
      positions that are contrary to the interests of
    Counterparty;

                


        

         

        
          	
                  (xxviii)  

                	
                  it
      understands and acknowledges that Citibank and its Affiliates may from
      time to time effect transactions for their own account of the account of
      customers and hold positions in the Shares or CX ADSs or options or other
      derivative transactions related thereto and that Citibank and its
      Affiliates may continue to conduct such
  transactions;

                


        

         

        
          	
                  (xxviii)  

                	
                  it
      acknowledges and agrees that Citibank is acting as principal on an
      arm’s-length basis and is not acting as a fiduciary or advisor to it in
      connection with this Transaction;
and

                


        

         

        
          	
                  (xxix)  

                	
                  it
      shall deliver to Citibank an opinion of counsel, dated as of the Trade
      Date, with respect to the matters set forth in Section 3(a) of the
      Agreement.

                


        

         

        
           

          
            
              
                	
                        6.

                      	
                        Other
      Provisions:

                      	
                         

                      


              

            

             

                        
(m) Netting of
Obligations.  In the event that on the Settlement Date for any
Component of this Transaction an Option Cash Settlement Amount is payable under
the corresponding Component of the Relevant Option Transaction (such Option Cash
Settlement Amount for the purposes hereof determined without regard to the
netting provisions set forth in Section 6(a) therein), the Number of Shares to
be delivered by Seller for such Component hereunder on the applicable Settlement
Date shall be reduced (and may be zero) by a number of Shares selected by the
Calculation Agent having a value, together with 

          

        

         

        


        
          
            
               


            

            
              22

              
                

              

            

            
               


            

          

        

         

        


        any reduction in Shares to be delivered under the
Other Forward Transaction as a result of the application of Section 6(a)
therein, equal to such Option Cash Settlement Amount.  The Calculation
Agent shall determine the value of the Shares described in the previous sentence
using the closing price per Share and the USD/MXN exchange rate as of the
Valuation Time on the first Scheduled Trading Day following the relevant
Reference Settlement Date that is not a Disrupted Day.

         

        (n) Bankruptcy Code
Acknowledgment.  Each of Citibank and Counterparty agrees and
acknowledges that Citibank is a “financial institution,” “swap participant” and
“financial participant” within the meaning of Sections 101(22), 101(53C) and
101(22A) of Title 11 of the United States Code (the “Bankruptcy
Code”).  The parties hereto further agree and acknowledge (A)
that this Confirmation is intended to be (i) a “securities contract,” as such
term is defined in Section 741(7) of the Bankruptcy Code, with respect to which
each payment and delivery hereunder or in connection herewith is intended to be
a “termination value,” “payment amount” or “other transfer obligation” within
the meaning of Section 362 of the Bankruptcy Code and a “settlement payment”
within the meaning of Section 546 of the Bankruptcy Code, and (ii) a “swap
agreement,” as such term is defined in Section 101(53B) of the Bankruptcy Code,
with respect to which each payment and delivery hereunder or in connection
herewith is intended to be a “termination value,” a “payment amount” or “other
transfer obligation” within the meaning of Section 362 of the Bankruptcy Code
and a “transfer” within the meaning of Section 546 of the Bankruptcy Code, and
(B) that Citibank is intended to be entitled to the protections afforded by,
among other sections, Sections 362(b)(6), 362(b)(17), 362(b)(27), 362(o),
546(e), 546(g), 546(j), 548(d)(2), 555, 560 and 561 of the Bankruptcy
Code.

         

        (o) Indemnification.  Counterparty
agrees to indemnify and hold harmless Citibank, its Affiliates and its assignees
and their respective directors, officers, employees, agents and controlling
persons (Citibank and each such person being an “Indemnified Party”)
from and against any and all losses, claims, damages and liabilities, joint or
several, to which such Indemnified Party may become subject, and relating to or
arising out of any of the transactions contemplated by this Confirmation, and
will reimburse any Indemnified Party for all expenses (including reasonable
counsel fees and expenses) as they are incurred in connection with the
investigation of, preparation for or defense or settlement of any pending or
threatened claim or any action, suit or proceeding arising therefrom, whether or
not such Indemnified Party is a party thereto and whether or not such claim,
action, suit or proceeding is initiated or brought by or on behalf of
Counterparty.  Counterparty will not be liable under the foregoing
indemnification provision to the extent that any loss, claim, damage, liability
or expense is found in a nonappealable judgment by a court of competent
jurisdiction to have resulted from Citibank’s breach of a material term of this
Confirmation, willful misconduct or gross negligence.  If for any
reason the foregoing indemnification is unavailable to any Indemnified Party or
insufficient to hold harmless any Indemnified Party, then Counterparty shall
contribute, to the maximum extent permitted by law (but only to the extent that
such harm was not caused by Citibank’s breach of a material term of this
Confirmation, willful misconduct or gross negligence), to the amount paid or
payable by the Indemnified Party as a result of such loss, claim, damage or
liability.  Counterparty also agrees that no Indemnified Party shall
have any liability to Counterparty or any person asserting claims on behalf of
or in right of Counterparty in connection with or as a result of any matter
referred to in this Confirmation or any other Confirmation except to the extent
that any losses, claims, damages, liabilities or expenses incurred by
Counterparty result from the breach of a material term of this Confirmation, or
the Indemnified Party’s gross negligence or willful misconduct.  The
provisions of this Section 6(c) shall survive completion of the Transactions
contemplated by this Confirmation and any transfer pursuant to Section 6(d) and
shall inure to the benefit of any permitted assignee of Citibank.

         

        (p) Early
Termination.  At any time on or after the one year anniversary
of the Trade Date of this Transaction and not more frequently than once every
three months, Citibank agrees to provide good faith quotations to Counterparty
for an early termination (in whole or in part) of this Transaction, such


        


        
          
            
               


            

            
              23

              
                

              

            

            
               


            

          

        

         

         

        quotations to remain actionable for a period
specified by Citibank at such time as such quotations are provided; provided, however that, if any
such quotation results in Counterparty requesting an early termination of this
Transaction (in whole or in part), any such termination shall be subject to
reasonable conditions that Citibank may impose, including, but not limited to
(i) Counterparty’s and Citibank’s agreement that such termination shall be
conducted in compliance with the terms of the Trust Agreement and shall not
adversely effect any Grantor, (ii) any reasonable undertakings by Counterparty
(including, but
not limited to, any undertaking with respect to compliance with applicable
securities laws) and execution of any documentation by Counterparty, as may be
requested and reasonably satisfactory to Citibank with respect to clause (i)
hereof or otherwise, (iii) the condition that an Event of Default, Potential
Event of Default or Termination Event will not occur as a result of such
termination, and (iv) Counterparty reimbursing Citibank for all reasonable costs
and expenses incurred by Citibank in connection with such
termination.

         

        (q) Transfer.  Notwithstanding
any provision of the Agreement to the contrary, Citibank may, without the
consent of Counterparty, freely transfer and assign its rights and obligations
under any Transaction (in whole only and together with the Relevant Option
Transaction and the Other Forward Transaction) to (i) CGMI or Citigroup Global
Markets Limited (“CGML”), in each case,
if such entity has a long-term unsecured debt ratings of at least “A1” (if rated
by Moody’s Investors Service, Inc.) or “A+” (if rated by Standard & Poor’s)
and (ii) any of Citibank’s Affiliates that have a long-term unsecured debt
rating at least equal to that of Citibank; provided that such transfer or
assignment shall not result in a Tax Event or violate applicable
law.  At any time on or after the one year anniversary of the Trade
Date of this Transaction, Counterparty may transfer and assign its rights and
obligations under this Transaction (in whole or in part) to any Approved
Assignee; provided that such transfer or
assignment shall be subject to reasonable conditions that Citibank may impose,
including, but not limited to (i) Counterparty’s and Citibank’s agreement that
such transfer or assignment shall be conducted in compliance with the terms of
the Trust Agreement and shall not adversely effect any Grantor, (ii) the
existence at the time of such transfer or assignment of collateral undertakings,
reasonably satisfactory to Citibank, between the Approved Assignee and Citibank
with respect to any transferred portion of this Transaction, (iii) any
reasonable undertakings by Counterparty and the Approved Assignee (including,
but not limited to, any undertaking with respect to compliance with applicable
securities laws) and execution of any documentation by the Approved Assignee, as
may be requested and reasonably satisfactory to Citibank, (iv) the condition
that an Event of Default, Potential Event of Default or Termination Event will
not occur as a result of such transfer or assignment, and (v) Counterparty
reimbursing Citibank for all reasonable costs and expenses incurred by Citibank
in connection with such transfer or assignment.

         

        “Approved Assignee”
means any nationally- recognized equity derivatives dealer that has a long-term
unsecured debt rating at least equal to that of Citibank.

        


        (r) Designation.  Notwithstanding
any other provision in this Confirmation to the contrary requiring or allowing
Citibank to purchase, sell, receive or deliver any Shares or other securities to
or from Counterparty, Citibank may designate any of its affiliates to purchase,
sell, receive or deliver such shares or other securities and otherwise to
perform Citibank’s obligations in respect of this Transaction and any such
designee may assume such obligations.  Citibank shall be discharged of
its obligations to Counterparty to the extent of any such
performance.

         

        (s) Confidentiality.  Notwithstanding
any provision in this Confirmation, any Confirmation or the Agreement, in
connection with Section 1.6011-4 of the Treasury Regulations, the parties hereby
agree that each party (and each employee, representative, or other agent of such
party) may disclose to any and all persons, without limitation of any kind, the
U.S. tax treatment and U.S. tax structure of the Transaction and all materials
of any kind (including opinions or other tax analyses) that are provided to such
party 

         

         

        
          
            
               


            

            
              24

              
                

              

            

            
               


            

          

        

         

         

        relating to such U.S. tax treatment and U.S. tax
structure, other than any information for which nondisclosure is reasonably
necessary in order to comply with applicable securities laws.

         

        (t) Evidence of
Authority.  On the date hereof, Counterparty will provide to
Citibank evidence satisfactory to Citibank of its authority to enter into
Transactions hereunder and the incumbency of the designated signatory of
Counterparty.

        


        (u) Consent to
Recording.  Each party (i) consents to the recording of the
telephone conversations of trading and marketing personnel of the parties and
their Affiliates in connection with this Confirmation and (ii) agrees to obtain
any necessary consent of, and give notice of such recording to, such personnel
of it and its Affiliates.

         

        (v) Severability;
Illegality.  If compliance by either party with any provision
of a Transaction would be unenforceable or illegal, (i) the parties shall
negotiate in good faith to resolve such unenforceability or illegality in a
manner that preserves the economic benefits of the transactions contemplated
hereby and (ii) the other provisions of the Transaction shall not be
invalidated, but shall remain in full force and effect.

         

        (w) Waiver of Trial by
Jury.  EACH OF COUNTERPARTY AND CITIBANK HEREBY IRREVOCABLY
WAIVES (ON ITS OWN BEHALF AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ON
BEHALF OF ITS STOCKHOLDERS OR BENFICIARIES, AS APPLICABLE) ALL RIGHT TO TRIAL BY
JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT
OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS TRANSACTION OR THE ACTIONS OF
CITIBANK OR ITS AFFILIATES IN THE NEGOTIATION, PERFORMANCE OR ENFORCEMENT
HEREOF.

         

        (x) Governing
law.  This Confirmation shall be governed
by the laws of the State of New York (without reference to choice of law
doctrine, other than Section 5-1401 of the New York General Obligations
Law).

         

        11.           Additional
Schedule Provisions:

         

        
          
            	(a)	 Notices.
      	 For the
      purpose of Section 12(a) of the Agreement:	 


          

           

        

        
          
            
              	 	 Address for
      notices or communications to Citibank:	 	 


            

             

          

        

        
          
            
              
                	 	 Address
      	 Citibank, N.A.	 
	 	 	 	 
	 	 	
                        390 Greenwich
      Street

                        5th
      Floor

                        New York,
      New York 10013

                        
                          Address
      for notices or communications to Citibank:

                        

                      	 


              

               

            

          

        

        
          
            
              
                	 	 With a copy
      to:	 	 


              

               

              
                
                  
                    
                      
                        	 	 Address
      	
                                Legal
      Department

                                388
      Greenwich Street

                                17th
      Floor

                                New
      York, New York 10013

                              	 
	 	 Attention:	Department Head	 
	 	 	
                                 

                              	 


                      

                    

                  

                

              

            

          

        

         

         

        
          
            
            

          

          
            25

            
              

            

          

          
            
            

          

        

         

         

        
          
            
              
                	 	Address
      for notices or communications to Counterparty:	 	 


              

               

            

            
              
                
                  
                    
                      
                        	 	
                                
                                  
                                    Banco
      Nacional de México, S.A.,

                                    División
      Fiduciaria,

                                    as
      trustee under trust No. 111339-7

                                    Calzada
      del Valle No. 350 ote. 1er. Piso

                                    Colonia
      Del Valle

                                    Código
      Postal 66220

                                    San
      Pedro Garza García, Nuevo León

                                    México

                                  

                                

                              	
                                
                                   

                                

                              	 


                      

                    

                  

                

              

            

          

        

        
          
            
              
                
                  
                    
                      	 	 	 	 
	 	with a
      copy to:  	
                                        

                            	 
	 	 	 	 
	 	Cemex,
      S.A.B. de C.V. 

                              Address:  Av.
      Ricardo Margain Zozaya

                              325
      Col Valle del Campstre 66265

                              San
      Pedro Garza García, N.L.,

                              Mexico 

                            	
                               

                            	 
	 	 Attn:	Gustavo
      Calvo Irabien 

                              Equity
      Trading & Derivatives – Capital Markets

                            	 	
                               

                            	 
	 	 Phone:	+52(81)88884079	 	 	 
	 	 Fax:	+52(81)88884524	 	 	 
	 	 E-Mail:	Gustavo.calvo@cemex.com	 	 	 


                    

                  

                

              

            

                        

          

        

        


        (b)           Process
Agent.  For the purpose of Section 13(c) of the
Agreement:

        


        Counterparty
appoints as its Process Agent:

        


         
CT Corporation System

         
111 Eighth Avenue

         
New York, NY 10011

        


        (c)           Delivery of Tax
Forms.  For the purposes of Section 4(a)(i) and (ii),
Counterparty agrees to deliver such documents as Citibank may request in order
to allow Citibank to make a payment under this Transaction without any deduction
or withholding for or on account of any Tax or with such deduction or
withholding at a reduced rate including, without limitation, an executed United
States Internal Revenue Service Form W-8BEN (or any successor thereto), (i) upon
execution of this Transaction; (ii) promptly upon reasonable demand by Citibank;
and (iii) promptly upon learning that any such document, including Form W-8BEN
(or any successor thereto), previously provided by Counterparty has become
obsolete or incorrect.

        


        (d)           Cross
Default.  The “Cross Default” provisions of Section 5(a)(vi)
will apply to Counterparty and will apply to Citibank; provided that, the phrase “,
or becoming capable at such time of being declared,” shall be deleted form
Section 5(a)(vi) of the Agreement.

         

         For
purposes of Section 5(a)(vi), the following provisions apply:

         

        “Threshold
Amount” means (i) with respect to Citibank, 2% of stockholders’ equity of
Citibank; (ii) with respect to Counterparty, zero; and (iii) with respect to
Counterparty’s Credit Support Provider, USD 75,000,000.

         

         

        
          
            
            

          

          
            26

            
              

            

          

          
            
            

          

        

         

         

         

        (e)           Termination
Currency.  The Termination Currency will be USD.

         

         

         

        
          
            
            

          

          
            27

            
              

            

          

          
            
            

          

        

        


         

        If
you have any questions regarding this letter agreement, please contact the
Derivatives Operations Department at the telephone numbers indicated or the
facsimile numbers indicated on this Confirmation.

         

        Please
confirm that the foregoing correctly sets forth the terms of our agreement by
executing the copy of this Confirmation enclosed for that purpose and returning
it to us.

         

        
          	 
      	
                  Very
      truly yours,

                	 
      
	 
      	 
      	 
      
	 
      	
                  CITIGROUP
      GLOBAL MARKETS INC.,

                  as
      agent for CITIBANK, N.A.

                	 
      
	 
      	 
      	 
      
	 
      	
                  By:

                	
                  /s/
      H. Hirsch

                	 
      
	 
      	
                  Authorized
      Signatory

                	 
      


        

        


        


        


        


        Accepted
and confirmed as

        of
the Trade Date:

        BANCO
NACIONAL DE MÉXICO, S.A.,

        INTEGRANTE
DEL GRUPO FINANCIERO BANAMEX,

        DIVISIÓN
FIDUCIARIA,

        acting
solely as trustee under trust No. 111339-7

        


        By:        /s/  M. de los
Angeles Montemayor
Garza___                                                                                     

        Name:       M.
de los Angeles Montemayor Garza

        Title:         Trust
Delegate

        


        


        By:        /s/  E. N. Wing
Treviño_________________                                                                                     

        Name:      E.
N. Wing Treviño

        Title:         Trust
Delegate

         

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

         

        

          Executive
Version

           

          For
each Component of the Transaction, the Number of Shares are set forth
below.

          


           

          
            	
                    Component
      Number

                     

                  	
                    Number of
      Shares

                     

                  	
                    Reference
      Number

                     

                  
	
                    1.

                  	
                    1,330,447

                  	
                    NET5582131

                  
	
                    2.

                  	
                    
                      1,330,447

                    

                  	
                    NET5582132

                  
	
                    3.

                  	
                    
                      1,330,447

                    

                  	
                    NET5582133

                  
	
                    4.

                  	
                    
                      1,330,447

                    

                  	
                    NET5582134

                  
	
                    5.

                  	
                    
                      1,330,447

                    

                  	
                    NET5582135

                  
	
                    6.

                  	
                    
                      1,330,447

                    

                  	
                    NET5583536

                  
	
                    7.

                  	
                    
                      1,330,447

                    

                  	
                    NET5582137

                  
	
                    8.

                  	
                    
                      1,330,447

                    

                  	
                    NET5582138

                  
	
                    9.

                  	
                    
                      1,330,447

                    

                  	
                    NET5582139

                  
	
                    10.

                  	
                    
                      1,330,447

                    

                  	
                    NET5582140

                  


          

        

      

    

     

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
       

      Date:     April
23, 2008

      


      To:        Banco
Nacional de México, S.A.,

      Integrante
del Grupo Financiero Banamex,

      División
Fiduciaria, acting solely as trustee

      under
trust No. 111339-7 (“Counterparty”)

      Calzada
del Valle No. 350 ote. 1er. Piso

      Colonia
Del Valle

      Código
Postal 66220

      San
Pedro Garza García, Nuevo León

      México

      


      Attn:      Trust
No. 111339-7

      Phone:   (52
81) 12.26.19.84

      Fax:       (52
81) 12.26.20.97

      


      From:    Citibank,
N.A. (“Citibank”)

      390
Greenwich Street

       5th Floor

      New
York, NY 10013

      


      Our
Ref.:  As set out in Annex A for each Component

      


      PUT
OPTION TRANSACTION

       

      The
purpose of this letter agreement (this “Confirmation”) is to
set forth the terms and conditions of the Transaction entered into between us on
the Trade Date specified below (the “Transaction”).  This
Confirmation constitutes a “Confirmation” as referred to in the Agreement
specified below.

       

      Citibank
is entering into this Transaction as principal and not as an agent for any other
party.

       

      CITIGROUP
GLOBAL MARKETS INC. (“CGMI”) WILL ACT AS
AGENT IN CONNECTION WITH THIS TRANSACTION.  CITIBANK HAS ACTED AS
PRINCIPAL IN AND IS YOUR COUNTERPARTY TO THIS TRANSACTION.  CGMI’S
OBLIGATIONS AS AGENT ARE STRICTLY LIMITED TO THE DELIVERY OF ANY CASH AND
SECURITIES THAT IT ACTUALLY RECEIVES FROM CITIBANK OR COUNTERPARTY, AS THE CASE
MAY BE, TO THE OTHER PARTY.  IN TRANSMISSION OF THE CONFIRMATION, CGMI
DOES NOT GUARANTEE ANY PARTY’S OBLIGATIONS NOR IS IT PROVIDING INVESTMENT ADVICE
OR OTHER SERVICES.

       

      1.           The
definitions and provisions contained in the 2002 ISDA Equity Derivatives
Definitions (the “Equity Definitions”),
as published by the International Swaps and Derivatives Association, Inc.
(“ISDA”), are
incorporated into this Confirmation.  In the event of any
inconsistency between the Equity Definitions and this Confirmation, this
Confirmation will govern.  “USD”, “MXN” and “Business Day” each
have the meaning assigned in the 2006 ISDA Definitions, as published by
ISDA.

       

      This
Confirmation evidences a complete binding agreement between you and us as to the
terms of the Transaction to which this Confirmation relates.  This
Confirmation, together with all other documents referring to the ISDA 2002
Master Agreement, as published by ISDA (the “Agreement”) (each a
“Confirmation”)
confirming transactions (each a “Transaction”) entered
into between you and us, including each Forward Transaction dated as of the date
hereof (each, a “Relevant Forward
Transaction”), shall supplement, form a part of, and be subject to an
agreement in the form of the Agreement (excluding any Schedule but including the
elections set forth in this Confirmation and in the Credit Support Annex
specified below) on the Trade Date of the first such Transaction between
us.  All provisions contained or incorporated by reference in the
Agreement will govern this Confirmation except as expressly modified
below.  In the event of any inconsistency between the provisions of
the Agreement and this Confirmation, this Confirmation will prevail for the
purpose of this Transaction. 

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      2.           The
terms of the particular Transaction to which this Confirmation relates are as
follows:

       

      General
Terms:

       

      :                                                               

         

        
          	 Trade Date	 April 4, 2008.
	 	 
	 Option Style:	 European.
	 	 
	 Option Type:	 Put.
	 	 
	 Seller:	 Counterparty.
	 	 
	 Buyer:  	 Citibank.


        

                                                                    

      

      
        	
                 
      

              	
                Shares:

              	
                Ordinary
      Participation Certificates (Certificados de Participación
      Ordinarios) of Cemex, S.A.B. de C.V. (the “Issuer”)
      (Bloomberg identifier:  “CEMEXCP
MM”).

              


      

       

      
        	
                 
      

              	
                Components:

              	
                The
      Transaction will be divided into individual Components, each with the
      respective terms set forth in this Confirmation, and in particular with
      the Number of Options and Expiration Date specified in Annex A to this
      Confirmation.  The payments to be made upon settlement of the
      Transaction shall be determined separately for each Component as if such
      Component were a separate Transaction under the
  Agreement.

              


      

       

      
        	
                 
      

              	
                Number
      of Options:

              	
                For
      each Component, the Number of Options provided in Annex A to this
      Confirmation.

              
	 	 	 
	 	 Option
      Entitlement:	 One
      Share per Option.
	 	 	 
	 	 Initial
      Reference Price:	  USD
      2.6738.


      

                                                                                                                    

      
        	
                 
      

              	
                Strike
      Price:

              	
                USD
      3.2086.

              


      

       

      
        	
                 
      

              	
                Premium:

              	
                For
      all Components in the aggregate, an amount in USD equal to 25.5% multiplied
      by the
      Initial Reference Price multiplied
      by the
      aggregate Number of Options.

              


      

       

      
        	
                 
      

              	
                Premium
      Payment Date:

              	
                The
      Trade Date.

              


      

       

      
        
           

        

        
          31

          
            

          

        

        
           

        

      

       

      
        	
                 
      

              	
                Exchange:

              	
                Mexican
      Stock Exchange (Bolsa
      Mexicana de Valores, S.A. de C.V.).

              
	 	 	 
	 	 Related
      Exchange(s):	 All
      Exchanges.
	 	 	 
	 	 Calculation
      Agent:	  Citibank
	 	 	 
	 	 Business
      Days:	 New
      York and Mexico City.


      

       

      Procedures
for Exercise:

       

      In respect of any
Component:

       

      
        	
                 
      

              	
                Expiration
      Time:

              	
                The
      Valuation Time.

              


      

       

      
        	
                 
      

              	
                Expiration
      Date:

              	
                As
      provided in Annex A to this
      Confirmation (or, if such date is not a Scheduled Trading Day, the next
      following Scheduled Trading Day that is not already an Expiration Date for
      another Component); provided that
      if that date is a Disrupted Day, the Expiration Date for such Component
      shall be the first succeeding Scheduled Trading Day that is not a
      Disrupted Day and is not an Expiration Date in respect of any other
      Component of the Transaction hereunder; and provided
      further that if the Expiration Date has not occurred pursuant to the
      preceding proviso as of the Final Disruption Date, the Final Disruption
      Date shall be the Expiration Date (irrespective of whether such date is an
      Expiration Date in respect of any other Component for the Transaction) and
      the VWAP Price shall be reasonably determined by the Calculation
      Agent.  Notwithstanding the foregoing and anything to the
      contrary in the Equity Definitions, if a Market Disruption Event occurs on
      any Expiration Date, the Calculation Agent may determine that such
      Expiration Date is a Disrupted Day only in part, in which case the
      Calculation Agent shall determine that such day shall be the Expiration
      Date for a portion of the Number of Options for the relevant Component and
      shall designate the Scheduled Trading Day determined in the manner
      described in the immediately preceding sentence as the Expiration Date for
      the remaining Options for such Component.  Section 6.6 of the
      Equity Definitions shall not apply to any Valuation Date and the final
      sentence of Section 3.1(f) of the Equity Definitions shall not apply to
      any Expiration Date.  “Final Disruption
      Date” means the fifth Scheduled Trading Day after April 23,
      2013.

              


      

       

      
        	
                 
      

              	
                Market
      Disruption Event:

              	
                The
      third and fourth lines of Section 6.3(a) of the Equity Definitions are
      hereby amended by deleting the words “at any time during the one hour
      period that ends at the relevant Valuation Time” and replacing them with
      “at any time prior to the relevant Valuation Time”.

              
	 	 	 


      

       

      
        
           

        

        
          32

          
            

          

        

        
           

        

      

       

      
        	
                 
      

              	
                Section
      6.3(b) of the Equity Definitions is hereby amended by inserting the words
      “or a suspension of or material limitation imposed on trading in Mexican
      Pesos.” after the words “(ii) in futures or options contracts relating to
      the Shares on any relevant Related
Exchange”.

              


      

       

      
        	
                 
      

              	
                Section
      6.3(d) of the Equity Definitions is hereby amended by deleting the
      remainder of the provision following the term “Scheduled Closing Time” in
      the fourth line thereof.

              
	 	 
	 	 Automatic Exercise:	 Applicable.


      

       

      Valuation:

       

      In respect of any
Component:

       

      
        	
                 
      

              	
                Valuation
      Date:

              	
                The
      Exercise Date.

              


      

       

      Settlement
Terms:

       

      In respect of any
Component:

       

      
        	
                 
      

              	
                Cash
      Settlement:

              	
                Applicable.

              
	 	 	 
	 	 Settlement
      Currency:	 USD.


      

       

      
        	
                 
      

              	
                Settlement
      Price:

              	
                The
      VWAP Price multiplied
      by the
      Final Exchange Rate.

              


      

       

      
        	
                 
      

              	
                VWAP
      Price:

              	
                Notwithstanding
      Section 7.3 of the Equity Definitions, the Settlement Price will be equal
      to the volume-weighted average price per Share on the Valuation Date as
      displayed under the heading “Bloomberg VWAP” on Bloomberg page “CEMEXCP MM
      <equity> VAP” (or any successor thereto), or if such price is not so
      reported on such Valuation Date for any reason or is, in the Calculation
      Agent’s reasonable discretion notified to the Counterparty in reasonable
      detail, erroneous, such VWAP Price shall be as reasonably determined by
      the Calculation Agent.

              


      

       

      
        	 	
                Cash
      Settlement Payment Date:

              	
                The
      fourth Business Day after the Valuation Date; provided that if such date
      is not a Clearance System Business Day, the first Clearance System
      Business Day after such date, subject to Section 6(a)
    below.

              


      

       

      
        	
                 
      

              	
                Strike
      Price Differential:

              	
                The
      amount equal to the greater of (a) the excess of (i) the Strike Price over
      (ii) the Settlement Price and (b)
zero.

              


      

       

      
        
           

        

        
          33

          
            

          

        

        
           

        

      

       

      
        	
                 
      

              	
                Final
      Exchange Rate:

              	
                The
      average USD/MXN exchange rate on the Valuation Date (expressed as a number
      of USD per MXN), as determined by the Calculation Agent, which
      determination may be made by reference to the notionally-weighted average
      of the rates of exchange at which Citibank actually exchanged MXN for USD
      for value during the course of the day on such Valuation
    Date.

              


      

       

      Dividends:

       

      
        	
                 
      

              	
                Dividend
      Adjustments:

              	
                If
      at any time during the period from but excluding the Trade Date to and
      including the Expiration Date an ex-dividend date for a distribution of
      any stock dividend occurs with respect to the Shares, then the Calculation
      Agent shall adjust (i) the Number of Options to be increased by, and (ii)
      the Strike Price to be decreased by, the percentage increase in the number
      of outstanding Shares of the Issuer resulting from such distribution of
      any stock dividend (taking into account the shareholder participation rate
      in such distribution of any stock
dividend).

              


      

       

      Share
Adjustments:

       

      
        	
                 
      

              	
                Method
      of Adjustment:

              	
                Calculation
      Agent Adjustment; provided, however, that
      the Equity Definitions shall be amended by replacing the words “diluting
      or concentrative” in Sections 11.2(a), 11.2(c) (in two instances) and
      11.2(e)(vii) with the word “material” and by adding the words “or the
      Transaction” after the words “theoretical value of the relevant Shares” in
      Sections 11.2(a), 11.2(c) and 11.2(e)(vii); provided, further, that
      adjustments may be made to account for changes in volatility, expected
      dividends, stock loan rate and liquidity relative to the relevant Share or
      the Transaction.

              


      

       

      
        	
                 
      

              	
                Potential
      Adjustment Event:

              	
                Section
      11.2(e) of the Equity Definitions is amended by deleting clause (iv)
      thereof.

              


      

       

      Extraordinary
Events:

       

      Consequences
of Merger Events:

       

      
        	
                 
      

              	
                Share-for-Share:

              	
                Modified
      Calculation Agent Adjustment.

              


      

       

      
        	
                 
      

              	
                Share-for-Other:

              	
                Modified
      Calculation Agent Adjustment.

              


      

       

      
        	
                 
      

              	
                Share-for-Combined:

              	
                Modified
      Calculation Agent Adjustment.

              


      

       

      
        	
                Tender
      Offer:

              	
                Applicable.

              


      

       

      
        
           

        

        
          34

          
            

          

        

        
           

        

      

       

      Consequences
of Tender Offers:

       

      
        	
                 
      

              	
                Share-for-Share:

              	
                Modified
      Calculation Agent Adjustment.

              


      

       

      
        	
                 
      

              	
                Share-for-Other:

              	
                Modified
      Calculation Agent Adjustment.

              


      

       

      
        	
                 
      

              	
                Share-for-Combined:

              	
                Modified
      Calculation Agent Adjustment.

              


      

       

      
        	
                Composition
      of Combined

              	
                 

              


      

      
        	
                Consideration:

              	
                Not
      Applicable.

              


      

       

      
        	
                Nationalization,
      Insolvency

              	
                 

              


      

      
        	
                or
      Delisting:

              	
                Cancellation
      and Payment (Calculation Agent
Determination).

              


      

       

      Additional
Disruption Events:

       

      
        	
                 
      

              	
                Change
      in Law:

              	
                Applicable.

              


      

       

      
        	
                 
      

              	
                Hedging
      Disruption:

              	
                Applicable.

              


      

       

      
        	
                 
      

              	
                Increased
      Cost of

              


      

      
        	
                 
      

              	
                Hedging:

              	
                Applicable.

              


      

       

      
        	
                 
      

              	
                Hedging
      Party:

              	
                For
      all applicable Additional Disruption Events,
  Citibank.

              


      

       

      
        	
                 
      

              	
                Determining
      Party:

              	
                For
      all applicable Additional Disruption Events,
  Citibank.

              


      

       

      
        	
                Acknowledgments:

              	
                 

              


      

       

      
        	
                Non-Reliance:

              	
                Applicable.

              


      

       

      
        	
                Agreements
      and Acknowledgments

              	
                 

              


      

      
        	
                Regarding
      Hedging Activities:

              	
                Applicable.

              


      

       

      
        	
                Additional
      Acknowledgments:

              	
                Applicable.

              


      

       

      3.           Account Details:

       

      
        	
                 
      

              	
                Payments
      to Citibank:

              	
                To
      be provided.

              


      

       

      
        	
                 
      

              	
                Payments
      to Counterparty:

              	
                MXN:

                
                  BANCO
      NACIONAL DE MEXICO, S.A.

                  
                    SUCURSAL.
      870

                    
                      ACCOUNT:
      559220

                    

                    
                      CLABE:  002180087005592205

                    

                    
                      BENEFICIARY:  BANCO
      NACIONAL DE MEXICO,

                    

                    
                      S.A.
      FIDUCIARIO

                    

                    
                      1
      REFERENCIA: 110975672

                    

                    
                      2
      REFERENCIA:  F52986

                    

                  

                

              


      

       

      
        
           

        

        
          35

          
            

          

        

        
           

        

      

       

      
        	
                 
      

              	
                USD:

                CITIBANK, N.Y. USA

                CUENTA: 36206844

                ABA: 021000089

                SWIFT CODE: CITIUS 33

                BENEFICIARY: BANCO NACIONAL DE MEXICO, S.A.
      FIDUCIARIO

                FFC: 1109756 CEMENTOS
MEXICANOS

              


      

       

      4.           Collateral
Provisions:

       

      
        	
                 
      

              	
                Credit
      Support Provider:

              	
                In
      relation to Citibank, Not Applicable.

              
	 	 	 
	 	 	 In
      relation to Counterparty, the Issuer.


      

       

      
        	
                 
      

              	
                Credit
      Support Document:

              	
                In
      the case of Citibank: The Credit Support Annex, dated as of the date
      hereof, between Citibank and Counterparty, which supplements, forms part
      of, and is subject to the Agreement (the “Credit Support
      Annex”).

              


      

       

      
        	
                 
      

              	
                In
      the case of Counterparty:

              


      

       

      
        	
                 
      

              	
                (i)
      The Credit Support Annex; (ii) the Contrato de Prenda
      Bursátil, dated as of the date hereof among Citibank, Counterparty
      and Monex Casa de Bolsa, S.A. de C.V, Monex Grupo Financiero, as
      Administrator and Executor and (iii) the Guarantee with respect to this
      Transaction and the Relevant Forward Transactions, by the Issuer in favor
      of Citibank, dated as of the date
hereof.

              


      

       

      5.           Additional Representations, Warranties and
Agreements:

       

      (a)
In addition to the representations, warranties and covenants in the Agreement,
each of Citibank and Counterparty represents, warrants and covenants to the
other party that:

       

      
        	
                (i)  

              	
                it
      (i) is an “accredited investor” as defined in Section 2(a)(15)(ii) of the
      Securities Act of 1933, as amended (the “Securities
      Act”) or (ii) is not a U.S. person and is entering into this
      Transaction in reliance on Regulation S under the Securities
      Act;

              


      

       

      
        	
                (ii)  

              	
                it
      is an “eligible contract participant” as defined in Section 1a(12) of the
      Commodity Exchange Act, as amended (the “CEA”), and this
      Confirmation and each Transaction hereunder are subject to individual
      negotiation by the parties and have not been executed or traded on a
      “trading facility” as defined in Section 1a(33) of the
  CEA;

              


      

       

      
        	
                (iii)  

              	
                it
      is not entering into this Transaction on the basis of any material
      non-public information with respect to the Issuer or the Shares or the
      American depository receipts of the Issuer (the “CX ADSs”) and
      it is not aware of any material non-public information with respect
      thereto;

              


      

       

      
        
           

        

        
          36

          
            

          

        

        
           

        

      

       

      
        	
                (iv)  

              	
                it
      has not and shall not directly or indirectly violate any applicable law
      (including, without limitation, the Securities Act of 1933, as amended
      (the “Securities
      Act”) and the Securities Exchange Act of 1934, as amended (the
      “Exchange
      Act”)) in connection with any Transaction under this Confirmation;
      and

              


      

       

      
        	
                (v)  

              	
                it
      is not entering into any Transaction to create, and shall not engage in
      any other securities or derivatives transactions to create, actual or
      apparent trading activity in the Shares or CX ADSs (or any security
      convertible into or exchangeable for Shares or CX ADSs) or to raise or
      depress or to manipulate the price of the Shares or CX ADSs (or any
      security convertible into or exchangeable for Shares or CX
      ADSs).

              


      

       

      (b)
In addition to the representations, warranties and covenants in the Agreement,
Counterparty represents, warrants and covenants to Citibank that:

       

      
        	
                (i)  

              	
                it
      understands that Citibank has no obligation or intention to register this
      Transaction under the Securities Act or any state securities law or other
      applicable federal or  non-U.S. securities
  law;

              


      

       

      
        	
                (ii)  

              	
                it
      understands that no obligations of Citibank to it hereunder shall be
      entitled to the benefit of deposit insurance and that such obligations
      shall not be guaranteed by any Affiliate of Citibank or any governmental
      agency;

              


      

       

      
        	
                (iii)  

              	
                IT
      UNDERSTANDS THAT THIS TRANSACTION IS SUBJECT TO COMPLEX RISKS THAT MAY
      ARISE WITHOUT WARNING, RELATED MARKETS AND PRICING MAY AT TIMES BE
      VOLATILE AND THAT LOSSES MAY OCCUR QUICKLY AND IN UNANTICIPATED MAGNITUDE
      AND IS WILLING TO ACCEPT SUCH TERMS AND CONDITIONS AND ASSUME (FINANCIALLY
      AND OTHERWISE) SUCH RISKS;

              


      

       

      
        	
                (iv)  

              	
                each
      of the representations and warranties made by it and each grantor (fideicomitente –
      fideicomisario adherente) (each, a “Grantor”)
      pursuant to the Irrevocable Trust Agreement Number 111339-7 dated March
      24, 2008, as amended, with Banco Nacional de Mexico, S.A., Institución de
      Banca Múltiple, a member of Grupo Financiero Banamex, as Trustee and any
      agreement pursuant to which a Grantor becomes bound by the terms thereof
      (including any representation letter related thereto) (together, the
      “Trust
      Agreement”) is true and accurate as of the date such
      representations were executed and delivered and, to the extent the truth
      and accuracy of any such representation or warranty remains material to
      Citibank or its Affiliates and such representation or warranty was stated
      to remain true and accurate in the applicable document, shall remain true
      and accurate at all times during the term of the
    Transaction;

              


      

       

      
        	
                (v)  

              	
                it
      has sufficient knowledge and expertise to enter into this Transaction and
      it is entering into this Transaction in reliance upon such tax,
      accounting, regulatory, legal, and financial advice as its deems necessary
      and not upon any view expressed by the other
  party;

              


      

       

      
        	
                (vi)  

              	
                it
      has made its own independent decision to enter into this Transaction, is
      acting at arm’s length and is not relying on any communication (written or
      oral) of the other party or its Affiliates as a recommendation or
      investment advice regarding this
Transaction;

              


      

       

      
        	
                (vii)  

              	
                it
      has the capability to evaluate and understand (on its own behalf or
      through independent professional advice), and does understand, the terms,
      conditions and risks of this Transaction and is willing to accept those
      terms and conditions and to assume (financially and otherwise) those
      risks;

              


      

       

      
        
           

        

        
          37

          
            

          

        

        
           

        

      

       

      
        	
                (viii)  

              	
                it
      understands that Citibank and its Affiliates may have interests with
      respect to the Transaction that are in conflict with those of
      Counterparty, and that neither Citibank nor its Affiliates shall be under
      any obligation to maximize the recovery of any investment by
      Counterparty;

              


      

       

      
        	
                (ix)  

              	
                it
      understands that Citibank and its Affiliates have provided, and in the
      future may continue to provide, services to the Issuer in return for fees,
      and that Citibank may, in connection with such services, take actions or
      positions that are contrary to the interests of
    Counterparty;

              


      

       

      
        	
                (x)  

              	
                it
      understands and acknowledges that Citibank and its Affiliates may from
      time to time effect transactions for their own account of the account of
      customers and hold positions in the Shares or CX ADSs or options or other
      derivative transactions related thereto and that Citibank and its
      Affiliates may continue to conduct such
  transactions;

              


      

       

      
        	
                (xi)  

              	
                it
      acknowledges and agrees that Citibank is acting as principal on an
      arm’s-length basis and is not acting as a fiduciary or advisor to it in
      connection with this Transaction;
and

              


      

       

      
        	
                (xii)  

              	
                it
      shall deliver to Citibank an opinion of counsel, dated as of the Trade
      Date, with respect to the matters set forth in Section 3(a) of the
      Agreement.

              


      

       

      6.           Other Provisions:

       

      (a) Netting of
Obligations.  In the event that on the Cash Settlement Payment
Date for any Component of this Transaction a Number of Shares is due to be
delivered in respect of the corresponding Component of one or both of the
Relevant Forward Transactions, the Option Cash Settlement Amount payable by
Seller hereunder shall be reduced by an amount determined by the Calculation
Agent equal to (i) any reduction in the Number of Shares to be delivered under
such Component of the Relevant Forward Transactions as a result of the
application of Section 6(a) therein, in each case multiplied by (ii) (A) the
applicable closing price per Share on the first Scheduled Trading Day following
the related Valuation Date that is not a Disrupted Day multiplied by (B) the USD/MXN
exchange rate as of the Valuation Time on the date referred to in clause
(ii)(A).  If the first Scheduled Trading Day following the related
Valuation Date is a Disrupted Day, the Cash Settlement Payment Date for any
Component of this Transaction shall be the third Business Day following the
first succeeding Scheduled Trading Day that is not a Disrupted Day.

       

      (b) Bankruptcy Code
Acknowledgment.  Each of Citibank and Counterparty agrees and
acknowledges that Citibank is a “financial institution,” “swap participant” and
“financial participant” within the meaning of Sections 101(22), 101(53C) and
101(22A) of Title 11 of the United States Code (the “Bankruptcy
Code”).  The parties hereto further agree and acknowledge (A)
that this Confirmation is intended to be (i) a “securities contract,” as such
term is defined in Section 741(7) of the Bankruptcy Code, with respect to which
each payment and delivery hereunder or in connection herewith is intended to be
a “termination value,” “payment amount” or “other transfer obligation” within
the meaning of Section 362 of the Bankruptcy Code and a “settlement payment”
within the meaning of Section 546 of the Bankruptcy Code, and (ii) a “swap
agreement,” as such term is defined in Section 101(53B) of the Bankruptcy Code,
with respect to which each payment and delivery hereunder or in connection
herewith is intended to be a “termination value,” a “payment amount” or “other
transfer obligation” within the meaning of Section 362 of the Bankruptcy Code
and a “transfer” within the meaning of Section 546 of the Bankruptcy Code, and
(B) that Citibank is intended to be entitled to the protections afforded by,
among other sections, Sections 362(b)(6), 362(b)(17), 362(b)(27), 362(o),
546(e), 546(g), 546(j), 548(d)(2), 555, 560 and 561 of the Bankruptcy
Code.

       

      
        
           

        

        
          38

          
            

          

        

        
           

        

      

       

      (c) Indemnification.  Counterparty
agrees to indemnify and hold harmless Citibank, its Affiliates and its assignees
and their respective directors, officers, employees, agents and controlling
persons (Citibank and each such person being an “Indemnified Party”)
from and against any and all losses, claims, damages and liabilities, joint or
several, to which such Indemnified Party may become subject, and relating to or
arising out of any of the transactions contemplated by this Confirmation, and
will reimburse any Indemnified Party for all expenses (including reasonable
counsel fees and expenses) as they are incurred in connection with the
investigation of, preparation for or defense or settlement of any pending or
threatened claim or any action, suit or proceeding arising therefrom, whether or
not such Indemnified Party is a party thereto and whether or not such claim,
action, suit or proceeding is initiated or brought by or on behalf of
Counterparty.  Counterparty will not be liable under the foregoing
indemnification provision to the extent that any loss, claim, damage, liability
or expense is found in a nonappealable judgment by a court of competent
jurisdiction to have resulted from Citibank’s breach of a material term of this
Confirmation, willful misconduct or gross negligence.  If for any
reason the foregoing indemnification is unavailable to any Indemnified Party or
insufficient to hold harmless any Indemnified Party, then Counterparty shall
contribute, to the maximum extent permitted by law (but only to the extent that
such harm was not caused by Citibank’s breach of a material term of this
Confirmation, willful misconduct or gross negligence), to the amount paid or
payable by the Indemnified Party as a result of such loss, claim, damage or
liability.  Counterparty also agrees that no Indemnified Party shall
have any liability to Counterparty or any person asserting claims on behalf of
or in right of Counterparty in connection with or as a result of any matter
referred to in this Confirmation or any other Confirmation except to the extent
that any losses, claims, damages, liabilities or expenses incurred by
Counterparty result from the breach of a material term of this Confirmation, or
the Indemnified Party’s gross negligence or willful misconduct.  The
provisions of this Section 6(c) shall survive completion of the Transactions
contemplated by this Confirmation and any transfer pursuant to Section 6(d) and
shall inure to the benefit of any permitted assignee of Citibank.

       

      (d) Early
Termination.  At any time on or after the one year anniversary
of the Trade Date of this Transaction and not more frequently than once every
three months, Citibank agrees to provide good faith quotations to Counterparty
for an early termination (in whole or in part) of this Transaction, such
quotations to remain actionable for a period specified by Citibank at such time
as such quotations are provided; provided, however that, if any
such quotation results in Counterparty requesting an early termination of this
Transaction (in whole or in part), any such termination shall be subject to
reasonable conditions that Citibank may impose, including, but not limited to
(i) Counterparty’s and Citibank’s agreement that such termination shall be
conducted in compliance with the terms of the Trust Agreement and shall not
adversely effect any Grantor, (ii) any reasonable undertakings by Counterparty
(including, but not limited to, any undertaking with respect to compliance with
applicable securities laws) and execution of any documentation by Counterparty,
as may be requested and reasonably satisfactory to Citibank with respect to
clause (i) hereof or otherwise, (iii) the condition that an Event of Default,
Potential Event of Default or Termination Event will not occur as a result of
such termination, and (iv) Counterparty reimbursing Citibank for all reasonable
costs and expenses incurred by Citibank in connection with such
termination.

       

      (e) Transfer.  Notwithstanding
any provision of the Agreement to the contrary, Citibank may, without the
consent of Counterparty, freely transfer and assign its rights and obligations
under any Transaction (in whole only and together with each Relevant Forward
Transaction) to (i) CGMI or Citigroup Global Markets Limited (“CGML”), in each case,
if such entity has a long-term unsecured debt ratings of at least “A1” (if rated
by Moody’s Investors Service, Inc.) or “A+” (if rated by Standard & Poor’s)
and (ii) any of Citibank’s Affiliates that have a long-term unsecured debt
rating at least equal to that of Citibank; provided that such transfer or
assignment shall not result in a Tax Event or violate applicable
law.  At any time on or after the one year anniversary of the Trade
Date of this Transaction, Counterparty may transfer and assign its rights and
obligations under this Transaction (in whole or in part) to any Approved
Assignee; provided that such transfer or
assignment shall be subject to reasonable conditions that 

       

      
        
           

        

        
          39

          
            

          

        

        
           

        

      

      Citibank
may impose, including, but not limited to (i) Counterparty’s and Citibank’s
agreement that such transfer or assignment shall be conducted in compliance with
the terms of the Trust Agreement and shall not adversely effect any Grantor,
(ii) the existence at the time of such transfer or assignment of collateral
undertakings, reasonably satisfactory to Citibank, between the Approved Assignee
and Citibank with respect to any transferred portion of this Transaction, (iii)
any reasonable undertakings by Counterparty and the Approved Assignee
(including, but not limited to, any undertaking with respect to compliance with
applicable securities laws) and execution of any documentation by the Approved
Assignee, as may be requested and reasonably satisfactory to Citibank, (iv) the
condition that an Event of Default, Potential Event of Default or Termination
Event will not occur as a result of such transfer or assignment, and (v)
Counterparty reimbursing Citibank for all reasonable costs and expenses incurred
by Citibank in connection with such transfer or assignment.

       

      “Approved Assignee”
means any nationally- recognized equity derivatives dealer that has a long-term
unsecured debt rating at least equal to that of Citibank.

      


      (f) Designation.  Notwithstanding
any other provision in this Confirmation to the contrary requiring or allowing
Citibank to purchase, sell, receive or deliver any Shares or other securities to
or from Counterparty, Citibank may designate any of its affiliates to purchase,
sell, receive or deliver such shares or other securities and otherwise to
perform Citibank’s obligations in respect of this Transaction and any such
designee may assume such obligations.  Citibank shall be discharged of
its obligations to Counterparty to the extent of any such
performance.

       

      (g) Confidentiality.  Notwithstanding
any provision in this Confirmation, any Confirmation or the Agreement, in
connection with Section 1.6011-4 of the Treasury Regulations, the parties hereby
agree that each party (and each employee, representative, or other agent of such
party) may disclose to any and all persons, without limitation of any kind, the
U.S. tax treatment and U.S. tax structure of the Transaction and all materials
of any kind (including opinions or other tax analyses) that are provided to such
party relating to such U.S. tax treatment and U.S. tax structure, other than any
information for which nondisclosure is reasonably necessary in order to comply
with applicable securities laws.

       

      (h) Evidence of
Authority.  On the date hereof, Counterparty will provide to
Citibank evidence satisfactory to Citibank of its authority to enter into
Transactions hereunder and the incumbency of the designated signatory of
Counterparty.

       

      (i) Consent to
Recording.  Each party (i) consents to the recording of the
telephone conversations of trading and marketing personnel of the parties and
their Affiliates in connection with this Confirmation and (ii) agrees to obtain
any necessary consent of, and give notice of such recording to, such personnel
of it and its Affiliates.

       

      (j) Severability;
Illegality.  If compliance by either party with any provision
of a Transaction would be unenforceable or illegal, (i) the parties shall
negotiate in good faith to resolve such unenforceability or illegality in a
manner that preserves the economic benefits of the transactions contemplated
hereby and (ii) the other provisions of the Transaction shall not be
invalidated, but shall remain in full force and effect.

       

      
        
           

        

        
          40

          
            

          

        

        
           

        

      

       

      (k) Waiver of Trial by
Jury.  EACH OF COUNTERPARTY AND CITIBANK HEREBY IRREVOCABLY
WAIVES (ON ITS OWN BEHALF AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ON
BEHALF OF ITS STOCKHOLDERS OR BENFICIARIES, AS APPLICABLE) ALL RIGHT TO TRIAL BY
JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT
OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS TRANSACTION OR THE ACTIONS OF
CITIBANK OR ITS AFFILIATES IN THE NEGOTIATION, PERFORMANCE OR ENFORCEMENT
HEREOF.

       

      (l) Governing
law.  This Confirmation shall be governed by the laws of the
State of New York (without reference to choice of law doctrine, other than
Section 5-1401 of the New York General Obligations Law).

       

      11.           Additional
Schedule Provisions:

       

      

         

        
          	 (a) 	Notices.	For the
      purpose of Section 12(a) of the Agreement:
	 	 	 
	 	Address
      for notices or communications to Citibank:
	 	 	 
	 	Address:	Citibank, N.A.
	 	 	 
	 	 	
                  390 Greenwich Street

                  5th Floor

                  New York, New York 10013

                  Attention: Corporate Equity Derivatives

                
	 	 	 
	 	With a
      copy to:	 
	 	 	 
	 	Address: 	
                  Legal Department

                  388 Greenwich Street

                  17th Floor

                  New York, New York 10013

                
	 	Attention: 	 Department Head
	 	 	 
	 	Address
      for notices or communications to Counterparty:
	 	 
	 	
                  Banco Nacional de México, S.A.,

                  División Fiduciaria,

                  
                    as
      trustee under trust No. 111339-7

                    Calzada del Valle No. 350 ote. 1er. Piso

                    Colonia Del Valle

                    Código Postal 66220

                    San Pedro Garza García, Nuevo León

                    México

                  

                
	 	 
	 	with a
      copy to:
	 	 
	 	
                  Cemex, S.A.B. de C.V.

                  
                    Address:  Av.
      Ricardo Margain Zozaya

                    325
      Col Valle del Campstre 66265

                    San
      Pedro Garza García, N.L.,

                    Mexico

                  

                


        

         

        
          
             

          

          
            41

            
              

            

          

          
             

          

        

         

        
          	 	 
	 	 Attn: 	
                  Gustavo Calvo Irabien

                  Equity Trading & Derivatives – Capital Markets

                
	 	 Phone:	+52(81)88884079
	 	 Fax:	+52(81)88884524
	 	 E-Mail:	Gustavo.calvo@cemex.com
	 	 	 
	 	 	 


        

         

      

                

                            

                                       

      


      (b)         Process
Agent.  For the purpose of Section 13(c) of the
Agreement:

      


      Counterparty
appoints as its Process Agent:

      


      CT
Corporation System

      111
Eighth Avenue

      New
York, NY 10011

      


      (c)         Delivery of Tax
Forms.  For the purposes of Section 4(a)(i) and (ii),
Counterparty agrees to deliver such documents as Citibank may request in order
to allow Citibank to make a payment under this Transaction without any deduction
or withholding for or on account of any Tax or with such deduction or
withholding at a reduced rate including, without limitation, an executed United
States Internal Revenue Service Form W-8BEN (or any successor thereto), (i) upon
execution of this Transaction; (ii) promptly upon reasonable demand by Citibank;
and (iii) promptly upon learning that any such document, including Form W-8BEN
(or any successor thereto), previously provided by Counterparty has become
obsolete or incorrect.

      


      (d)         Cross
Default.  The “Cross Default” provisions of Section 5(a)(vi)
will apply to Counterparty and will apply to Citibank; provided that, the phrase “,
or becoming capable at such time of being declared,” shall be deleted form
Section 5(a)(vi) of the Agreement.

       

       For
purposes of Section 5(a)(vi), the following provisions apply:

       

      “Threshold
Amount” means (i) with respect to Citibank, 2% of stockholders’ equity of
Citibank; (ii) with respect to Counterparty, zero; and (iii) with respect to
Counterparty’s Credit Support Provider, USD 75,000,000.

       

      (e)          Termination
Currency.  The Termination Currency will be USD.

       

      


       


      
        
           


        

        
          42

          
            

          

        

        
           


        

      


      If
you have any questions regarding this letter agreement, please contact the
Derivatives Operations Department at the telephone numbers indicated or the
facsimile numbers indicated on this Confirmation.

       

      Please
confirm that the foregoing correctly sets forth the terms of our agreement by
executing the copy of this Confirmation enclosed for that purpose and returning
it to us.

       

      


       

      
        	 	 Very truly yours,
	 	 
	 	CITIGROUP
      GLOBAL MARKETS INC.,
      
                as
      agent for CITIBANK, N.A.

              
	 	 
	 	 By: /s/  H.
      Hirsch                                                                     
      
	 	 Authorized Signatory


      

       

       

      Accepted
and confirmed as

      of
the Trade Date:

      BANCO
NACIONAL DE MÉXICO, S.A.,

      INTEGRANTE
DEL GRUPO FINANCIERO BANAMEX,

      DIVISIÓN
FIDUCIARIA,

      acting
solely as trustee under trust No. 111339-7

      


      By:           /s/  M. de los
Angeles Montemayor
Garza                                                                                                 

      Name:      M.
de los Angeles Montemayor Garza

      Title:        Trust
Delegate

      


      


      By:           /s/  E. N. Wing
Treviño                                      
                                                                                     

      Name:      E.
N. Wing Treviño

      Title:        Trust
Delegate

      



      
        
           


        

        
           

          
            

          

        

        
           


          
            ANNEX A


          

        

      


      For
each Component of the Transaction, the Number of Options and Expiration Date are
set forth below.

       

      


       

      
        	
                Component
      Number

                 

              	
                Number of
      Options

                 

              	
                Expiration
      Date

                 

              	
                Reference
      Number

                 

              
	
                1.

              	
                11,219,813

              	
                4/4/2013

              	
                NET5582101

              
	
                2.

              	
                11,219,813

              	
                4/5/2013

              	
                NET5582102

              
	
                3.

              	
                11,219,813

              	
                4/8/2013

              	
                NET5582103

              
	
                4.

              	
                11,219,813

              	
                4/9/2013

              	
                NET5582107

              
	
                5.

              	
                11,219,813

              	
                4/10/2013

              	
                NET5582108

              
	
                6.

              	
                11,219,813

              	
                4/11/2013

              	
                NET5582109

              
	
                7.

              	
                11,219,813

              	
                4/12/2013

              	
                NET5582110

              
	
                8.

              	
                11,219,813

              	
                4/15/2013

              	
                NET5582111

              
	
                9.

              	
                11,219,813

              	
                4/16/2013

              	
                NET5582112

              
	
                10.

              	
                11,219,813

              	
                4/17/2013

              	
                NET5582113

              


      

      



      
        
           


        

        
          Annex
A-1

          
            

          

        

        
           


          
            


            Execution
Version

          

        

      


      

         

        
          	 (Bilateral
      Form)	 	 (ISDA
      Agreements Subject to New York Law
Only)


        

         

      

       

       

      ISDA®

      International
Swaps and Derivatives Association,  Inc.

       

      CREDIT
SUPPORT ANNEX

      to
the Schedule to the

       

       

      


       

      
        	 	dated
      as of April 23, 2008
	 	 	 
	 	between	
                BANCO NACIONAL DE MÉXICO, S.A.,

                INTEGRANTE DEL GRUPO
      FINANCIERO BANAMEX,

                DIVISIÓN
      FIDUCIARIA,

                
                  acting solely as trustee under trust No. 111339-7

                  
                    (“Party
      A”)

                  

                

              
	 	 	 
	 	and 	
                CITIGROUP
      GLOBAL MARKETS INC.,

                      
                  as
      agent for CITIBANK, N.A.

                  (“Party
      B”)

                

              
	 	 	 


      

       

      This
Annex supplements, forms part of, and is subject to, the above-referenced
Agreement, is part of its Schedule and is a Credit Support Document under this
Agreement with respect to each party.

       

      Accordingly,
the parties agree as follows:—

       

      Paragraph
1.  Interpretation

       

      (a)           Definitions and
Inconsistency. Capitalized terms not
otherwise defined herein or elsewhere in this Agreement have the meanings
specified pursuant to Paragraph 12, and all references in this Annex to
Paragraphs are to Paragraphs of this Annex.  In the event of any
inconsistency between this Annex and the other provisions of this Schedule, this
Annex will prevail, and in the event of any inconsistency between Paragraph 13
and the other provisions of this Annex, Paragraph 13 will prevail.

       

      (b)           Secured Party and
Pledgor. All references in this
Annex to the “Secured Party” will be to either party when acting in that
capacity and all corresponding references to the “Pledgor” will be to the other
party when acting in that capacity; provided, however, that if
Other Posted Support is held by a party to this Annex, all references herein to
that party as the Secured Party with respect to that Other Posted Support will
be to that party as the beneficiary thereof and will not subject that support or
that party as the beneficiary thereof to provisions of law generally relating to
security interests and secured parties.

       

       

      
        
           

        

        
          45

          
            

          

        

        
           

        

      

       

      Paragraph
2.  Security Interest

       

      Each
party, as the Pledgor, hereby pledges to the other party, as the Secured Party,
as security for its Obligations, and grants to the Secured Party a first
priority continuing security interest in, lien on and right of Set-off against
all Posted Collateral Transferred to or received by the Secured Party
hereunder.  Upon the Transfer by the Secured Party to the Pledgor of
Posted Collateral, the security interest and lien granted hereunder on that
Posted Collateral will be released immediately and, to the extent possible,
without any further action by either party.

       

      Paragraph
3.  Credit Support Obligations

       

      (a)           Delivery
Amount.  Subject to
Paragraphs 4 and 5, upon a demand made by the Secured Party on or promptly
following a Valuation Date, if the Delivery Amount for that Valuation Date
equals or exceeds the Pledgor’s Minimum Transfer Amount, then the Pledgor will
Transfer to the Secured Party Eligible Credit Support having a Value as of the
date of Transfer at least equal to the applicable Delivery Amount (rounded
pursuant to Paragraph 13).  Unless otherwise specified in Paragraph
13, the “Delivery
Amount” applicable to the
Pledgor for any Valuation Date will equal the amount by which:

       

      (i)           the
Credit Support Amount

       

      exceeds

       

      (ii)           the
Value as of that Valuation Date of all Posted Credit Support held by the Secured
Party.

       

      (b)           Return
Amount. Subject to Paragraphs 4
and 5, upon a demand made by the Pledgor on or promptly following a Valuation
Date, if the Return Amount for that Valuation Date equals or exceeds the Secured
Party’s Minimum Transfer Amount, then the Secured Party will Transfer to the
Pledgor Posted Credit Support specified by the Pledgor in that demand having a
Value as of the date of Transfer as close as practicable to the applicable
Return Amount (rounded pursuant to Paragraph 13).  Unless otherwise
specified in Paragraph 13, the “Return
Amount” applicable to the
Secured Party for any Valuation Date will equal the amount by
which:

       

      (i)           the
Value as of that Valuation Date of all Posted Credit Support held by the Secured
Party exceeds

       

      (ii)           the
Credit Support Amount.

       

      “Credit Support
Amount” means, unless otherwise
specified in Paragraph 13, for any Valuation Date (i) the Secured Party’s
Exposure for that Valuation Date plus (ii) the aggregate of all Independent
Amounts applicable to the Pledgor, if any, minus (iii) all Independent Amounts
applicable to the Secured Party, if any, minus (iv) the Pledgor’s Threshold;
provided, however, that
the Credit Support Amount will be deemed to be zero whenever the calculation of
Credit Support Amount yields a number less than zero.

       

      
        
           

        

        
          46

          
            

          

        

        
           

        

      

       

      Paragraph
4.  Conditions Precedent, Transfer Timing, Calculations and
Substitutions

       

      (a)           Conditions
Precedent. Each Transfer
obligation of the Pledgor under Paragraphs 3 and 5 and of the Secured Party
under Paragraphs 3, 4(d)(ii), 5 and 6(d) is subject to the conditions precedent
that:

       

      (i)           no
Event of Default, Potential Event of Default or Specified Condition has occurred
and is continuing with respect to the other party; and

       

      (ii)           no
Early Termination Date for which any unsatisfied payment obligations exist has
occurred or been designated as the result of an Event of Default or Specified
Condition with respect to the other party.

       

      (b)           Transfer
Timing. Subject to Paragraphs
4(a) and 5 and unless otherwise specified, if a demand for the Transfer of
Eligible Credit Support or Posted Credit Support is made by the Notification
Time, then the relevant Transfer will be made not later than the close of
business on the next Local Business Day; if a demand is made after the
Notification Time, then the relevant Transfer will be made not later than the
close of business on the second Local Business Day thereafter.

       

      (c)           Calculations. All calculations of
Value and Exposure for purposes of Paragraphs 3 and 6(d) will be made by the
Valuation Agent as of the Valuation Time.  The Valuation Agent will
notify each party (or the other party, if the Valuation Agent is a party) of its
calculations not later than the Notification Time on the Local Business Day
following the applicable Valuation Date (or in the case of Paragraph 6(d),
following the date of calculation).

       

      Substitutions.

       

      (i)           Unless
otherwise specified in Paragraph 13, upon notice to the Secured Party specifying
the items of Posted Credit Support to be exchanged, the Pledgor may, on any
Local Business Day, Transfer to the Secured Party substitute Eligible Credit
Support (the “Substitute Credit Support”); and

       

      (ii)           subject
to Paragraph 4(a), the Secured Party will Transfer to the Pledgor the items of
Posted Credit Support specified by the Pledgor in its notice not later than the
Local Business Day following the date on which the Secured Party receives the
Substitute Credit Support, unless otherwise specified in Paragraph 13 (the
“Substitution Date”); provided that the Secured
Party will only be obligated to Transfer Posted Credit Support with a Value as
of the date of Transfer of that Posted Credit Support equal to the Value as of
that date of the Substitute Credit Support.

       

      Paragraph
5.  Dispute Resolution

       

      If
a party (a “Disputing Party”) disputes (I) the Valuation Agent’s calculation of
a Delivery Amount or a Return Amount or (II) the Value of any Transfer of
Eligible Credit Support or Posted Credit Support, then (1) the Disputing Party
will notify the other party and the Valuation Agent (if the Valuation Agent is
not the other party) not later than the close of business on the Local Business
Day following (X) the date that the demand is made under Paragraph 3 in the case
of (I) above or (Y) the date of Transfer in the case of (II) above, (2) subject
to Paragraph 4(a), the appropriate party will Transfer the undisputed amount to
the other party not later than the close of business on the Local Business Day
following (X) the date that the demand is made under Paragraph 3 in the case of
(I) above or (Y) the date of Transfer in the case of (II) above, (3) the parties
will consult with each other in an attempt to resolve the dispute and (4) if
they fail to resolve the dispute by the Resolution Time, then:

       

      
        
           

        

        
          47

          
            

          

        

        
           

        

      

       

      (i)          In
the case of a dispute involving a Delivery Amount or Return Amount, unless
otherwise specified in Paragraph 13, the Valuation Agent will recalculate the
Exposure and the Value as of the Recalculation Date by:

       

       (A)           utilizing
any calculations of Exposure for the Transactions (or Swap Transactions) that
the parties have agreed are not in dispute;

       

       (B)           calculating
the Exposure for the Transactions (or Swap Transactions) in dispute by seeking
four actual quotations at mid-market from Reference Market-makers for purposes
of calculating Market Quotation, and taking the arithmetic average of those
obtained; provided that
if four quotations are not available for a particular Transaction (or Swap
Transaction), then fewer than four quotations may be used for that Transaction
(or Swap Transaction); and if no quotations are available for a particular
Transaction (or Swap Transaction), then the Valuation Agent’s original
calculations will be used for that Transaction (or Swap Transaction);
and

       

       (C)           utilizing
the procedures specified in Paragraph 13 for calculating the Value, if disputed,
of Posted Credit Support.

       

      (ii)         In
the case of a dispute involving the Value of any Transfer of Eligible Credit
Support or Posted Credit Support, the Valuation Agent will recalculate the Value
as of the date of Transfer pursuant to Paragraph 13.

       

      Following
a recalculation pursuant to this Paragraph, the Valuation Agent will notify each
party (or the other party, if the Valuation Agent is a party) not later than the
Notification Time on the Local Business Day following the Resolution
Time.  The appropriate party will, upon demand following that notice
by the Valuation Agent or a resolution pursuant to (3) above and subject to
Paragraphs 4(a) and 4(b), make the appropriate Transfer.

       

      Paragraph
6.  Holding and Using Posted Collateral

       

      (a)           Care of Posted
Collateral. Without limiting the
Secured Party’s rights under Paragraph 6(c), the Secured Party will exercise
reasonable care to assure the safe custody of all Posted Collateral to the
extent required by applicable law, and in any event the Secured Party will be
deemed to have exercised reasonable care if it exercises at least the same
degree of care as it would exercise with respect to its own
property.  Except as specified in the preceding sentence, the Secured
Party will have no duty with respect to Posted Collateral, including, without
limitation, any duty to collect any Distributions, or enforce or preserve any
rights pertaining thereto.

       

      (b)           Eligibility to
Hold Posted Collateral; Custodians.

       

      (i)           General. Subject to the
satisfaction of any conditions specified in Paragraph 13 for holding Posted
Collateral, the Secured Party will be entitled to hold Posted Collateral or to
appoint an agent (a “Custodian”) to hold Posted Collateral for the Secured
Party.  Upon notice by the Secured Party to the Pledgor of the
appointment of a Custodian, the Pledgor’s obligations to make any Transfer will
be discharged by making the Transfer to that Custodian.  The holding
of Posted Collateral by a Custodian will be deemed to be the holding of that
Posted Collateral by the Secured Party for which the Custodian is
acting.

       

      
        
           

        

        
          48

          
            

          

        

        
           

        

      

       

      (ii)           Failure to
Satisfy Conditions. If the Secured Party or
its Custodian fails to satisfy any conditions for holding Posted Collateral,
then upon a demand made by the Pledgor, the Secured Party will, not later than
five Local Business Days after the demand, Transfer or cause its Custodian to
Transfer all Posted Collateral held by it to a Custodian that satisfies those
conditions or to the Secured Party if it satisfies those
conditions.

       

      (iii)           Liability. The Secured Party will
be liable for the acts or omissions of its Custodian to the same extent that the
Secured Party would be liable hereunder for its own acts or
omissions.

       

      (c)           Use of Posted
Collateral. Unless otherwise
specified in Paragraph 13 and without limiting the rights and obligations of the
parties under Paragraphs 3, 4(d)(ii), 5, 6(d) and 8, if the Secured Party is not
a Defaulting Party or an Affected Party with respect to a Specified Condition
and no Early Termination Date has occurred or been designated as the result of
an Event of Default or Specified Condition with respect to the Secured Party,
then the Secured Party will, notwithstanding Section 9-207 of the New York
Uniform Commercial Code, have the right to:

       

      (i)     sell, pledge,
rehypothecate, assign, invest, use, commingle or otherwise dispose of, or
otherwise use in its business any Posted Collateral it holds, free from any
claim or right of any nature whatsoever of the Pledgor, including any equity or
right of redemption by the Pledgor; and

       

      (ii)     register any
Posted Collateral in the name of the Secured Party, its Custodian or a nominee
for either.

       

      For
purposes of the obligation to Transfer Eligible Credit Support or Posted Credit
Support pursuant to Paragraphs 3 and 5 and any rights or remedies authorized
under this Agreement, the Secured Party will be deemed to continue to hold all
Posted Collateral and to receive Distributions made thereon, regardless of
whether the Secured Party has exercised any rights with respect to any Posted
Collateral pursuant to (i) or (ii) above.

       

      (d)           Distributions and
Interest Amount.

       

      (i)           Distributions. Subject to Paragraph
4(a), if the Secured Party receives or is deemed to receive Distributions on a
Local Business Day, it will Transfer to the Pledgor not later than the following
Local Business Day any Distributions it receives or is deemed to receive to the
extent that a Delivery Amount would not be created or increased by that
Transfer, as calculated by the Valuation Agent (and the date of calculation will
be deemed to be a Valuation Date for this purpose).

       

      (ii)           Interest
Amount. Unless otherwise
specified in Paragraph 13 and subject to Paragraph 4(a), in lieu of any
interest, dividends or other amounts paid or deemed to have been paid with
respect to Posted Collateral in the form of Cash (all of which may be retained
by the Secured Party), the Secured Party will Transfer to the Pledgor at the
times specified in Paragraph 13 the Interest Amount to the extent that a
Delivery Amount would not be created or increased by that Transfer, as
calculated by the Valuation Agent (and the date of calculation will be deemed to
be a Valuation Date for this purpose).  The Interest Amount or portion
thereof not Transferred pursuant to this Paragraph will constitute Posted
Collateral in the form of Cash and will be subject to the security interest
granted under Paragraph 2.

       

      
        
           

        

        
          49

          
            

          

        

        
           

        

      

       

      Paragraph
7.  Events of Default

       

      For
purposes of Section 5(a)(iii)(1) of this Agreement, an Event of Default will
exist with respect to a party if:

       

      (i)           that
party fails (or fails to cause its Custodian) to make, when due, any Transfer of
Eligible Collateral, Posted Collateral or the Interest Amount, as applicable,
required to be made by it and that failure continues for two Local Business Days
after notice of that failure is given to that party;

       

      (ii)           that
party fails to comply with any restriction or prohibition specified in this
Annex with respect to any of the rights specified in Paragraph 6(c) and that
failure continues for five Local Business Days after notice of that failure is
given to that party; or

       

      (iii)           that
party fails to comply with or perform any agreement or obligation other than
those specified in Paragraphs 7(i) and 7(ii) and that failure continues for 30
days after notice of that failure is given to that party.

       

      Paragraph
8.  Certain Rights and Remedies

       

      (a)           Secured Party’s
Rights and Remedies. If at any time (1) an
Event of Default or Specified Condition with respect to the Pledgor has occurred
and is continuing or (2) an Early Termination Date has occurred or been
designated as the result of an Event of Default or Specified Condition with
respect to the Pledgor, then, unless the Pledgor has paid in full all of its
Obligations that are then due, the Secured Party may exercise one or more of the
following rights and remedies:

       

      (i)           all
rights and remedies available to a secured party under applicable law with
respect to Posted Collateral held by the Secured Party;

       

      (ii)           any
other rights and remedies available to the Secured Party under the terms of
Other Posted Support, if any;

       

      (iii)           the
right to Set-off any amounts payable by the Pledgor with respect to any
Obligations against any Posted Collateral or the Cash equivalent of any Posted
Collateral held by the Secured Party (or any obligation of the Secured Party to
Transfer that Posted Collateral); and

       

      (iv)           the
right to liquidate any Posted Collateral held by the Secured Party through one
or more public or private sales or other dispositions with such notice, if any,
as may be required under applicable law, free from any claim or right of any
nature whatsoever of the Pledgor, including any equity or right of redemption by
the Pledgor (with the Secured Party having the right to purchase any or all of
the Posted Collateral to be sold) and to apply the proceeds (or the Cash
equivalent thereof) from the liquidation of the Posted Collateral to any amounts
payable by the Pledgor with respect to any Obligations in that order as the
Secured Party may elect.

       

      
        
           

        

        
          50

          
            

          

        

        
           

        

      

       

      Each
party acknowledges and agrees that Posted Collateral in the form of securities
may decline speedily in value and is of a type customarily sold on a recognized
market, and, accordingly, the Pledgor is not entitled to prior notice of any
sale of that Posted Collateral by the Secured Party, except any notice that is
required under applicable law and cannot be waived.

       

      (b)           Pledgor’s Rights
and Remedies. If at any time an Early
Termination Date has occurred or been designated as the result of an Event of
Default or Specified Condition with respect to the Secured Party, then (except
in the case of an Early Termination Date relating to less than all Transactions
(or Swap Transactions) where the Secured Party has paid in full all of its
obligations that are then due under Section 6(e) of this
Agreement):

       

      (i)         the
Pledgor may exercise all rights and remedies available to a pledgor under
applicable law with respect to Posted Collateral held by the Secured
Party;

       

      (ii)        the
Pledgor may exercise any other rights and remedies available to the Pledgor
under the terms of Other Posted Support, if any;

       

      (iii)       the
Secured Party will be obligated immediately to Transfer all Posted Collateral
and the Interest Amount to the Pledgor; and

       

      (iv)       to
the extent that Posted Collateral or the Interest Amount is not so Transferred
pursuant to (iii) above, the Pledgor may:

       

      (A)           Set-off
any amounts payable by the Pledgor with respect to any Obligations against any
Posted Collateral or the Cash equivalent of any Posted Collateral held by the
Secured Party (or any obligation of the Secured Party to Transfer that Posted
Collateral); and

       

      (B)           to
the extent that the Pledgor does not Set-off under (iv)(A) above, withhold
payment of any remaining amounts payable by the Pledgor with respect to any
Obligations, up to the Value of any remaining Posted Collateral held by the
Secured Party, until that Posted Collateral is Transferred to the
Pledgor.

       

      (c)           Deficiencies and
Excess Proceeds. The Secured Party will
Transfer to the Pledgor any proceeds and Posted Credit Support remaining after
liquidation, Set-off and/or application under Paragraphs 8(a) and 8(b) after
satisfaction in full of all amounts payable by the Pledgor with respect to any
Obligations; the Pledgor in all events will remain liable for any amounts
remaining unpaid after any liquidation, Set-off and/or application under
Paragraphs 8(a) and 8(b).

       

      
        
           

        

        
          51

          
            

          

        

        
           

        

      

       

      (d)           Final
Returns. When no amounts are or
thereafter may become payable by the Pledgor with respect to any Obligations
(except for any potential liability under Section 2(d) of this Agreement), the
Secured Party will Transfer to the Pledgor all Posted Credit Support and the
Interest Amount, if any.

       

      Paragraph
9.  Representations

       

      Each
party represents to the other party (which representations will be deemed to be
repeated as of each date on which it, as the Pledgor, Transfers Eligible
Collateral) that:

       

      (i)    it has the
power to grant a security interest in and lien on any Eligible Collateral it
Transfers as the Pledgor and has taken all necessary actions to authorize the
granting of that security interest and lien;

       

      (ii)    it is the
sole owner of or otherwise has the right to Transfer all Eligible Collateral it
Transfers to the Secured Party hereunder, free and clear of any security
interest, lien, encumbrance or other restrictions other than the security
interest and lien granted under Paragraph 2,

       

      (iii)    upon the
Transfer of any Eligible Collateral to the Secured Party under the terms of this
Annex, the Secured Party will have a valid and perfected first priority security
interest therein (assuming that any central clearing corporation or any
third-party financial intermediary or other entity not within the control of the
Pledgor involved in the Transfer of that Eligible Collateral gives the notices
and takes the action required of it under applicable law for perfection of that
interest); and

       

      (iv)    the
performance by it of its obligations under this Annex will not result in the
creation of any security interest, lien or other encumbrance on any Posted
Collateral other than the security interest and lien granted under Paragraph
2.

       

      Paragraph
10.  Expenses

       

      (a)           General. Except as otherwise
provided in Paragraphs 10(b) and 10(c), each party will pay its own costs and
expenses in connection with performing its obligations under this Annex and
neither party will be liable for any costs and expenses incurred by the other
party in connection herewith.

       

      (b)           Posted Credit
Support. The Pledgor will
promptly pay when due all taxes, assessments or charges of any nature that are
imposed with respect to Posted Credit Support held by the Secured Party upon
becoming aware of the same, regardless of whether any portion of that Posted
Credit Support is subsequently disposed of under Paragraph 6(c), except for
those taxes, assessments and charges that result from the exercise of the
Secured Party’s rights under Paragraph 6(c).

       

      (c)           Liquidation/Application
of Posted Credit Support. All reasonable costs
and expenses incurred by or on behalf of the Secured Party or the Pledgor in
connection with the liquidation and/or application of any Posted Credit Support
under Paragraph 8 will be payable, on demand and pursuant to the Expenses
Section of this Agreement, by the Defaulting Party or, if there is no Defaulting
Party, equally by the parties.

       

      
        
           

        

        
          52

          
            

          

        

        
           

        

      

       

      Paragraph
11.  Miscellaneous

       

      (a)           Default
Interest. A
Secured Party that fails to make, when due, any Transfer of Posted Collateral or
the Interest Amount will be obligated to pay the Pledgor (to the extent
permitted under applicable law) an amount equal to interest at the Default Rate
multiplied by the Value of the items of property that were required to be
Transferred, from (and including) the date that Posted Collateral or Interest
Amount was required to be Transferred to (but excluding) the date of Transfer of
that Posted Collateral or Interest Amount.  This interest will be
calculated on the basis of daily compounding and the actual number of days
elapsed.

       

      (b)           Further
Assurances. Promptly following a
demand made by a party, the other party will execute, deliver, file and record
any financing statement, specific assignment or other document and take any
other action that may be necessary or desirable and reasonably requested by that
party to create, preserve, perfect or validate any security interest or lien
granted under Paragraph 2, to enable that party to exercise or enforce its
rights under this Annex with respect to Posted Credit Support or an Interest
Amount or to effect or document a release of a security interest on Posted
Collateral or an Interest Amount.

       

      (c)           Further
Protection. The Pledgor will
promptly give notice to the Secured Party of, and defend against, any suit,
action, proceeding or lien that involves Posted Credit Support Transferred by
the Pledgor or that could adversely affect the security interest and lien
granted by it under Paragraph 2, unless that suit, action, proceeding or lien
results from the exercise of the Secured Party’s rights under Paragraph
6(c).

       

      (d)           Good Faith and
Commercially Reasonable Manner. Performance of all
obligations under this Annex, including, but not limited to, all calculations,
valuations and determinations made by either party, will be made in good faith
and in a commercially reasonable manner.

       

      (e)           Demands and
Notices.  All demands and
notices made by a party under this Annex will be made as specified in the
Notices Section of this Agreement, except as otherwise provided in Paragraph
13.

       

      (f)           Specifications of
Certain Matters. Anything referred to in
this Annex as being specified in Paragraph 13 also may be specified in one or
more Confirmations or other documents and this Annex will be construed
accordingly.

       

      Paragraph
12.  Definitions

       

      As
used in this Annex:—

       

      “Cash” means the lawful
currency of the United States of America.

       

      “Credit Support
Amount” has
the meaning specified in Paragraph 3

       

      “Custodian” has the meaning
specified in Paragraphs 6(b)(i) and 13.

       

      “Delivery
Amount” has
the meaning specified in Paragraph 3(a).

       

      
        
           

        

        
          53

          
            

          

        

        
           

        

      

       

      “Disputing
Party” has
the meaning specified in Paragraph 5.

       

      “Distributions” means with respect to
Posted Collateral other than Cash, all principal, interest and other payments
and distributions of cash or other property with respect thereto, regardless of
whether the Secured Party has disposed of that Posted Collateral under Paragraph
6(c).  Distributions will not include any item of property acquired by
the Secured Party upon any disposition or liquidation of Posted Collateral or,
with respect to any Posted Collateral in the form of Cash, any distributions on
that collateral, unless otherwise specified herein.

       

      “Eligible
Collateral” means, with respect to
a party, the items, if any, specified as such for that party in Paragraph
13.

       

      “Eligible Credit
Support” means Eligible
Collateral and Other Eligible Support.

       

      “Exposure” means for any Valuation
Date or other date for which Exposure is calculated and subject to Paragraph 5
in the case of a dispute, the amount, if any, that would be payable to a party
that is the Secured Party by the other party (expressed as a positive number) or
by a party that is the Secured Party to the other party (expressed as a negative
number) pursuant to Section 6(e)(ii)(2)(A) of this Agreement as if all
Transactions (or Swap Transactions) were being terminated as of the relevant
Valuation Time; provided
that Market Quotation will be determined by the Valuation Agent using its
estimates at mid-market of the amounts that would be paid for Replacement
Transactions (as that term is defined in the definition of “Market
Quotation”).

       

      “Independent
Amount” means, with respect to
a party, the amount specified as such for that party in Paragraph 13; if no
amount is specified, zero.

       

      “Interest
Amount” means, with respect to
an Interest Period, the aggregate sum of the amounts of interest calculated for
each day in that Interest Period on the principal amount of Posted Collateral in
the form of Cash held by the Secured Party on that day, determined by the
Secured Party for each such day as follows:

       

      (x)
the amount of that Cash on that day; multiplied by

       

      (y)
the Interest Rate in effect for that day; divided by

       

      (z)
360.

       

      “Interest
Period” means the period from
(and including) the last Local Business Day on which an Interest Amount was
Transferred (or, if no Interest Amount has yet been Transferred, the Local
Business Day on which Posted Collateral in the form of Cash was Transferred to
or received by the Secured Party) to (but excluding) the Local Business Day on
which the current Interest Amount is to be Transferred.

       

      “Interest
Rate” means
the rate specified in Paragraph 13.

       

      “Local Business
Day”, unless
otherwise specified in Paragraph 13, has the meaning specified in the
Definitions Section of this Agreement, except that references to a payment in
clause (b) thereof will be deemed to include a Transfer under this
Annex.

       

      
        
           

        

        
          54

          
            

          

        

        
           

        

      

       

      “Minimum Transfer
Amount” means, with respect to
a party, the amount specified as such for that party in Paragraph 13; if no
amount is specified, zero.

       

      “Notification
Time” has
the meaning specified in Paragraph 13.

       

      “Obligations” means, with respect to
a party, all present and future obligations of that party under this Agreement
and any additional obligations specified for that party in Paragraph
13.

       

      “Other Eligible
Support” means, with respect to
a party, the items, if any, specified as such for that party in Paragraph
13.

       

      “Other Posted
Support” means all Other
Eligible Support Transferred to the Secured Party that remains in effect for the
benefit of that Secured Party.

       

      “Pledgor” means either party,
when that party (i) receives a demand for or is required to Transfer Eligible
Credit Support under Paragraph 3(a) or (ii) has Transferred Eligible Credit
Support under Paragraph 3(a).

       

      “Posted
Collateral” means all Eligible
Collateral, other property, Distributions, and all proceeds thereof that have
been Transferred to or received by the Secured Party under this Annex and not
Transferred to the Pledgor pursuant to Paragraph 3(b), 4(d)(ii) or 6(d)(i) or
released by the Secured Party under Paragraph 8.  Any Interest Amount
or portion thereof not Transferred pursuant to Paragraph 6(d)(ii) will
constitute Posted Collateral in the form of Cash.

       

      “Posted Credit
Support” means Posted Collateral
and Other Posted Support.

       

      “Recalculation
Date” means
the Valuation Date that gives rise to the dispute under Paragraph 5; provided, however, that if a
subsequent Valuation Date occurs under Paragraph 3 prior to the resolution of
the dispute, then the “Recalculation Date” means the most recent Valuation Date
under Paragraph 3.

       

      “Resolution
Time” has
the meaning specified in Paragraph 13.

       

      “Return
Amount” has
the meaning specified in Paragraph 3(b).

       

      “Secured
Party” means either party,
when that party (i) makes a demand for or is entitled to receive Eligible Credit
Support under Paragraph 3(a) or (ii) holds or is deemed to hold Posted Credit
Support.

       

      “Specified
Condition” means, with respect to
a party, any event specified as such for that party in Paragraph
13.

       

      “Substitute
Credit Support” has the meaning
specified in Paragraph 4(d)(i).

       

      “Substitution
Date” has
the meaning specified in Paragraph 4(d)(ii).

       

      “Threshold” means, with respect to
a party, the amount specified as such for that party in Paragraph 13; if no
amount is specified, zero.

       

      
        
           

        

        
          55

          
            

          

        

        
           

        

      

       

      “Transfer” means, with respect to
any Eligible Credit Support, Posted Credit Support or Interest Amount, and in
accordance with the instructions of the Secured Party, Pledgor or Custodian, as
applicable:

       

      (i)           in
the case of Cash, payment or delivery by wire transfer into one or more bank
accounts specified by the recipient;

       

      (ii)           in
the case of certificated securities that cannot be paid or delivered by
book-entry, payment or delivery in appropriate physical form to the recipient or
its account accompanied by any duly executed instruments of transfer,
assignments in blank, transfer tax stamps and any other documents necessary to
constitute a legally valid transfer to the recipient;

       

      (iii)           in
the case of securities that can be paid or delivered by book-entry, the giving
of written instructions to the relevant depository institution or other entity
specified by the recipient, together with a written copy thereof to the
recipient, sufficient if complied with to result in a legally effective transfer
of the relevant interest to the recipient; and

       

      (iv)           in
the case of Other Eligible Support or Other Posted Support, as specified in
Paragraph 13.

       

      “Valuation
Agent” has
the meaning specified in Paragraph 13.

       

      “Valuation
Date” means
each date specified in or otherwise determined pursuant to Paragraph
13.

       

      “Valuation
Percentage” means, for any item of
Eligible Collateral, the percentage specified in Paragraph 13.

       

      “Valuation
time” has
the meaning specified in Paragraph 13.

       

      “Value” means for any Valuation
Date or other date for which Value is calculated and subject to Paragraph 5 in
the case of a dispute, with respect to:

       

      (i)         Eligible
Collateral or Posted Collateral that is:

       

      (A)           Cash,
the amount thereof, and

       

      (B)           a
security, the bid price obtained by the Valuation Agent multiplied by the
applicable Valuation Percentage, if any;

       

      (ii)        Posted
Collateral that consists of items that are not specified as Eligible Collateral,
zero; and

       

      (iii)       Other
Eligible Support and Other Posted Support, as specified in Paragraph
13.

       

      Paragraph
13. Elections and Variables

      


      (a)           Security Interest for
“Obligations”.  The term “Obligations” shall have the meaning
set forth in Paragraph 12, except that, with respect to Counterparty, the term
“Obligations” shall also include Counterparty’s obligations under the Contrato de Prenda Bursátil,
dated as of the date hereof among Citibank, Counterparty and Monex Casa de
Bolsa, S.A. de C.V, Monex Grupo Financiero, as Administrator and Executor (the
“Administrator”, and
such agreement, the “Mexican Security
Agreement”).

      


      
        
           

        

        
          56

          
            

          

        

        
           

        

      

       

      (b)           Credit Support
Obligations.

      


      (i)
Delivery Amount, Return Amount
and Credit Support Amount; Addition to Paragraph 3.

      


      (A) “Delivery Amount” has the
meaning set forth in Paragraph 3(a).

      


      (B) “Return Amount” has the meaning
set forth in Paragraph 3(b).

       

      (C)
“Credit Support Amount”
means for any Valuation Date (i) with respect to Citibank, not applicable and
(ii) with respect to Counterparty, the greater of (a) the aggregate of all
Independent Amounts applicable to Counterparty and (b) 110% of Citibank’s
Exposure minus
the Threshold applicable to Counterparty, but not less than zero.

      


      (D)
Delivery of Independent
Amounts.  Notwithstanding anything herein to the contrary
(including without limitation the provisions of Paragraph 3), the Transfer of
the Independent Amount shall be made in full by the close of business on the
fifth Local Business Day following the execution of the Put Option Confirmation,
dated as of the date hereof between Citibank and Counterparty (the “Put
Option”).

      


      (ii)
“Eligible Collateral”
means (i) with respect to Citibank, not applicable and (ii) with respect to
Counterparty, (a) Cash, (b) Counterparty’s rights under the Forward Confirmation
(Cemex CPOs) (such Transaction, the “Forward Transaction Cemex
CPOs” and Counterparty’s interest thereunder, the “Forward Receivable”),
dated as of the date hereof between Citibank and Counterparty, (c) 14,305,260
Ordinary Participation Certificates (Certificados de Participación Ordinarios)
(the “Cemex
CPOs) of Cemex S.A.B. de C.V. forming a portion of the Independent Amount
delivered pursuant to Paragraph 13(b)(i)(D) above and up to 7,000,000 additional
Cemex CPOs (together, the “Issuer Acceptable
Shares”) and (d) (i) non-redeemable ordinary participation certificates
issued by Nacional Financiera, S.N.C. as settlor and trustee under Trust
Agreement No. 80166 dated April 10, 2002 and (ii) common shares representing
capital stock (or ordinary participation certificates having as underlying
securities such common shares) of any of the following entities listed on the
Mexican Stock Exchange (Bolsa
Mexicana de Valores, S.A. de C.V.) (including all cash distributions
thereon), collectively in the case of clauses (d)(i) and (ii) subject to an
aggregate maximum Value, exclusive of the related cash distributions, if any, of
USD 30,000,000 (the “Other Acceptable
Shares” and together with the Issuer Acceptable Shares, the “Share
Collateral”):

      


                
 (A) Telefonos de Mexico, S.A.B. de C.V.;

      


      (B) America Movil, S.A.B. de
C.V.;

      


      (C) Walmart de Mexico, S.A.B. de C.V.;
and

      


      (D) Grupo Televisa, S.A.B.

      


      For
the avoidance of doubt, the limitations in this provision on eligible Share
Collateral shall not be construed to limit the aggregate amount of Eligible
Collateral or Posted Collateral that Counterparty is required to Transfer or
maintain, as applicable, hereunder; any Share Collateral in excess of these
limitations shall have a Value of zero.

       

      
        
           

        

        
          57

          
            

          

        

        
           

        

      

      
 

      (iii)
Other Eligible
Support.  There shall be no “Other Eligible Support” for either
party for purposes of this Annex.

      


       (iv) Thresholds.

      


      (A)
“Independent Amount”
means, for any Valuation Date (i) with respect to Citibank, not applicable and
(ii) with respect to Counterparty, an amount in USD equal to the Value, as
determined by the Valuation Agent of the Permanent Collateral (as defined in
Paragraph 13(m)(xiii)).

      


      (B)
“Threshold” means (i)
with respect to Citibank, not applicable and (ii) with respect to Counterparty,
USD 20,000,000, provided, that, if an
Event of Default has occurred and is continuing with respect to Counterparty as
the Defaulting Party, the Threshold with respect to Counterparty shall be
zero.

      


      (C)
“Minimum Transfer
Amount” means, with respect to Citibank and Counterparty, USD 5,000,000,
provided, that,
if an Event of Default has occurred and is continuing with respect to
Counterparty as the Defaulting Party, the Minimum Transfer Amount with respect
to Counterparty shall be zero.

      


      (D)
Rounding. The Delivery
Amount and the Return Amount shall not be rounded.

      


      (c)           Valuation and
Timing.

      


       
(i) “Valuation Agent”
means Citibank.

      


        (ii) “Valuation Date” means each
Local Business Day.

      
 

      (iii)
“Valuation Time” means,
with respect to the determination of Exposure, Value of Eligible Credit Support
and Posted Credit Support, the close of business on the Local Business Day
immediately before the Valuation Date or date of calculation, as
applicable.

      


       (iv) “Notification Time” means 10:00
a.m., New York time on a Valuation Date provided, however, that, notwithstanding
Paragraph 4(b), if a request for Transfer is made by the Notification Time, then
the relevant Transfer shall be made not later than the close of business on such
day and, if such request is received after the Notification Time, not later than
the close of business on the next Local Business Day following such request;
provided, that, for the
purposes of this provision only, the Transfer of Eligible Credit Support or
Posted Credit Support that is Share Collateral shall be deemed to be made when
the party making such Transfer initiates the transfer of the Share Collateral,
and all further steps required to be taken according to the definition of
“Transfer” in Paragraph 12 shall be completed as promptly as practicable
thereafter, but in any case not later than by the close of business on the
second Local Business Day following the Local Business Day on which such demand
is received; provided
that if such demand is received after the close of business on a Local Business
Day or on a day that is not a Local Business Day, such demand will be deemed to
be received on the following Local Business Day.

       

      (d)           Conditions Precedent and Secured
Party's Rights and Remedies.  The provisions of Paragraph 4(a)
shall apply except that “Specified
Condition” shall not apply.

      


      (e)           Substitution.  “Substitution Date” has the
meaning specified in Paragraph 4(d)(ii).

      


      (f)           Dispute
Resolution.

       

      
        
           

        

        
          58

          
            

          

        

        
           

        

      

       

      (i)
"Resolution Time" means
1:00 p.m., New York time, on the Local Business Day following the date on which
notice is given that gives rise to a dispute under Paragraph 5.

      


      (ii) Value.  For the
purpose of Paragraphs 5(i)(C) and 5(ii), the Value of Posted Credit Support or
the Value of any Transfer of Eligible Credit Support or Posted Credit Support,
as applicable, will be calculated as the sum of the arithmetic mean of the mid
market quotations on the relevant date of four nationally recognized principal
market makers or dealers, as applicable, for such security or derivative
transaction, as chosen by the Valuation Agent provided that if four
quotations are not available for such security or derivative transaction, then
fewer than four quotations may be used for that security or derivative
transaction, and if no quotations are available for a security or derivative
transaction, then the Valuation Agent’s original calculations will be used for
that security or derivative transaction.

      


      (iii) Alternative.  The
provisions of Paragraph 5 will apply.

      


      (g)           Holding and Using Posted
Collateral.

      


      (i)
Eligibility to Hold Posted
Collateral; Custodians.  Citibank and its Custodian shall each
be entitled to hold Posted Collateral pursuant to Paragraph 6(b).

      


      (ii)
Use of Posted
Collateral.  The provisions of Paragraph 6(c) shall apply to
Citibank, except that, for the purposes of Paragraph 6(c), the term “Posted
Collateral” shall be deemed to not include the Share Collateral.  Any
use of Posted Collateral that is Share Collateral shall comply with the terms of
the Mexican Security Agreement.

      


      (h)           Distributions and Interest
Amount.

      


      (i) Interest Rate.  The
“Interest Rate” shall be a variable interest rate per annum equal, for each day
during any period, to the rate set forth for such day as displayed on the page
“FEDSOPEN <Index>” on the BLOOMBERG Professional Service, or any successor
page; provided
that if no rate appears for any day on such page, the rate for the immediately
preceding day for which a rate does so appear shall be used for such
day.

      


      (ii) Transfer of Interest
Amount.  Transfers of the Interest Amount shall be made in
arrears on the last Local Business Day of each calendar month.

      


      (iii) Alternative to Interest
Amount.  The provisions of Paragraph 6(d)(ii) shall apply,
provided, however, that the Interest Amount shall compound daily.

      


      (iv) Distributions.  For
the purposes of Paragraph 6(d), the term “Distributions” shall not include
Distributions with respect to Posted Collateral that is Share
Collateral.  Distributions with respect to Posted Collateral that is
Share Collateral shall be governed by the terms of the Mexican Security
Agreement and Paragraph 13(m)(xiv) below.

      


      (i)           Additional
Representations.

      


      (i) Notwithstanding anything to the
contrary contained herein, the Pledgor ("X"), or its direct or indirect owners,
shall be the beneficial owners, within the meaning of the U.S. tax laws, of any
securities it shall Transfer as collateral to the Secured Party ("Y") pursuant
to the terms hereof.

       

      
        
           

        

        
          59

          
            

          

        

        
           

        

      

       

      (ii) X shall promptly provide to Y,
upon written request, any tax documentation reasonably requested by Y to allow Y
to make gross interest payments to X in respect of any Posted Credit Support
Transferred to Y pursuant hereto.

      


      (j)         Other Eligible Support and Other
Posted Support.

      


      (i) “Value” with respect to Other
Eligible Support and Other Posted Support shall be not applicable.

      


      (ii) “Transfer” with respect to
Other Eligible Support and Other Posted Support shall be not
applicable.

      


      (k)        Demands and
Notices.

      


      All
demands, specifications and notices under this Annex shall be made pursuant to
the Notices Section of this Annex, provided, that the address for Citibank for
such purposes shall be:

      


      


      Citigroup
Equity Derivatives

      390
Greenwich St.

      5th
Floor

      New
York, NY 10013

      Telephone:
(212) 723-7357

      


      and
the address for Counterparty for such purposes shall be:

      


      Banco
Nacional de México, S.A.,

      Integrante
del Grupo Financiero Banamex,

      División
Fiduciaria, acting solely as trustee

      under
trust No. 111339-7 (“Counterparty”)

      Calzada
del Valle No. 350 ote. 1er. Piso

      Colonia
Del Valle

      Código
Postal 66220

      San
Pedro Garza García, Nuevo León

      México

      Attn:  Trust
No. 111339-7

      Phone: (52
81) 12.26.19.84

      Fax:    
(52 81) 12.26.20.97

      


      with
a copy to:

      


      Cemex,
S.A.B. de C.V.

      Address:
Av. Ricardo Margain Zozaya

      325
Col Valle del Campestre 66265 San Pedro Garza Garcia N.L. Mexico

      
        Attn:   
Gustavo Calvo Irabien

        
          Equity
Trading & Derivatives  -  Capital
Markets

        

      

      Phone:
+52(81)88884079

      Fax:
+52(81)88884524

      E-Mail:
gustavo.calvo@cemex.com

      


      
        
           

        

        
          60

          
            

          

        

        
           

        

      

       

      (l)           Addresses for
Transfers.  As agreed between the parties from time to
time.

      


      (m)           Other Provisions.

      


      (i) Form of
Agreement.  For the avoidance of doubt, this Paragraph 13 is
intended to be Paragraph 13 of the printed form of 1994 ISDA Credit Support
Annex (Bilateral Form – New York Law) as published by ISDA, which is hereby
incorporated herein.

      


      (ii) Swap
Transactions.  The reference in Paragraph 8(b) to “(or Swap
Transactions)” is hereby deleted.

      


      (iii) Rights and Remedies under Paragraph
8(a).  The Secured Party shall be entitled to exercise the
rights and remedies provided for in Paragraph 8(a) if the Pledgor fails to pay
when due any amount payable by it under Section 6 of this Agreement in
connection with a Termination Event, even if the Pledgor is not the Affected
Party.

      


      (iv)
Exposure.  The
following definition replaces the definition of “Exposure” in Paragraph
12:

      


      ““Exposure”
means for any Valuation Date or other date for which Exposure is calculated and
subject to Paragraph 5 in the case of a dispute, the amount, if any, that
would be payable to a party that is the Secured Party by the other party
(expressed as a positive number) or by a party that is the Secured Party to the
other party (expressed as a negative number) pursuant to
Section 6(e)(ii)(1) (but without reference to clause (3) of Section
 6(e)(ii)) of this Agreement if all Transactions were being terminated as
of the relevant Valuation Time, on the basis that (i) that party is not the
Affected Party and (ii) United States Dollars is the Termination Currency;
provided that the Close-out Amount will be determined by the Valuation Agent on
behalf of that party using the Valuation Agent’s estimates at mid-market of the
amounts that would be paid for transactions providing the economic equivalent of
(x) the material terms of the Transactions, including the payments and
deliveries by the parties under Section 2(a)(i) in respect of the
Transactions that would, but for the occurrence of the relevant Early
Termination Date, have been required after that date (assuming satisfaction of
the conditions precedent in Section 2(a)(iii) of this Agreement); and
(y) the option rights of the parties in respect of the
Transactions.  For the purposes of this definition only, the term
“Transactions” shall not include the Forward Transaction Cemex CPOs (as defined
in Paragraph 13(b)(ii)).”

      


      (v) Set-off.  The
following definition is added to Paragraph 12:

      


      ““Set-off”
means set-off, offset, combination of accounts, right of retention or
withholding or similar right or requirement (whether arising under this
Agreement, another contract, applicable law or otherwise) and, when used as a
verb, the exercise of any such right or the imposition of any such
requirement.”

      


      (vi)
One-Way Credit Support
Agreement.  Notwithstanding anything in this Agreement to the
contrary, “Pledgor” shall mean Counterparty and “Secured Party” shall mean
Citibank in all instances in this Annex.  This Annex provides for
one-way Credit Support from Counterparty to Citibank.

      


      (vii) Actions
Hereunder.  Either party may take any actions hereunder,
including liquidation rights, through its agent.

       

      
        
           

        

        
          61

          
            

          

        

        
           

        

      

       

      (viii) Events of
Default.  Paragraph 7(i) is hereby deleted in its entirety and
restated as follows: “(i) that party fails to make, when due any Transfer of
Eligible Credit Support, Posted Credit Support or the Interest Amount as
applicable, required to be made by it and that failure continues for one Local
Business Day after notice of that failure is given to that party;”.

      


      (ix) Transfer.  The
definition of “Transfer” in Paragraph 12 is hereby amended by deleting clauses
(ii), (iii) and (iv) thereof and adding the following:

      


      “(ii)
in the case of the Forward Receivable, the filing of an appropriate UCC
financing statement in the District of Columbia referencing the Forward
Receivable, naming Counterparty as debtor and Citibank as secured party and, the
taking of such steps under Mexican law as Citibank determines are necessary or
appropriate to effect the perfection of Citibank’s security interest in the
Forward Receivable under Mexican law or, if requiring further action by
Counterparty, written notice of such action has been given to Counterparty
within a reasonable time of such steps and such steps have occurred (or, in the
case of a return of such Posted Collateral to the Pledgor (which shall not be
earlier than the time of final return pursuant to Paragraph 8(d), except in the
case of assignment, as discussed in Paragraph 13(m)(xiii)) the release of such
security interest in accordance with Paragraph 8(d)); and

      


      (iii)
in the case of the Share Collateral, the execution by Counterparty of the
Mexican Security Agreement, the transfer of such Share Collateral by
Counterparty to the collateral account maintained at S.D. Indeval Institución
para el Depósito de Valores, S.A. de C.V. (“Indeval”) by the
Administrator, the receipt of notice by the Administrator from Indeval as to the
crediting of such Share Collateral to such account, the notation on the books
and records of the Administrator that such Share Collateral is held for the
benefit of Citibank, and the continued effectiveness of the Mexican Security
Agreement (or, in the case of a return of such Share Collateral to the Pledgor,
the release and return of the Share Collateral in accordance with the Mexican
Security Agreement).”

      


      (x) Value.  The
definition of “Value” in Paragraph 12 is hereby amended by deleting clause (i)
thereof and replacing it with the following:

      


      “(i)
Eligible Collateral or Posted Collateral that is:

      


      (A)
Cash, the amount thereof;

      


      (B)
the Forward Receivable, an amount determined by the Valuation Agent as of the
Valuation Time as if Exposure were being calculated with respect to the relevant
Transaction; and

      


      (C)
the Share Collateral, the bid price on the Mexican Stock Exchange at the
Valuation Time obtained by the Valuation Agent;”

      


      (xi) Security Interest in the Forward
Receivable.  Paragraph 2 shall be amended by adding after the
phrase “to or received by the Secured Party hereunder” in the third line
thereof, but before the period, the parenthetical “(which, for the avoidance of
doubt, shall include the Forward Receivable (as defined in Paragraph
13(b)(ii)))”.

      


      (xii) Certain Rights and
Remedies.

      


      (A)
Paragraph 8(a) shall be amended by adding the following sentence at the end of
clause (iv):

      


      
        
           

        

        
          62

          
            

          

        

        
           

        

         

      

      “Provided, however, that with
respect to the Share Collateral (as defined in Paragraph 13(b)(ii)), any
liquidation by the Secured Party shall be conducted in a manner consistent with
the terms of the Mexican Security Agreement (as defined in Paragraph
13(a)).”

      


      (B) For the purposes of Paragraph 8(c),
any Transfer thereunder of any Posted Credit Support that is Share Collateral
shall occur in accordance with the terms of the Mexican Security
Agreement.

      


      (C)
For the purposes of Paragraph 8(d), any return thereunder of any Posted Credit
Support that is Share Collateral shall occur in accordance with the terms of the
Mexican Security Agreement.

      


      (xiii) Permanent
Collateral.  The initial Transfer of the Independent Amount
pursuant to Paragraph 13(b)(i)(D) above shall consist of (a) 14,305,260 Cemex
CPOs (subject to reduction in accordance with the penultimate sentence of this
paragraph)  (the “Initial Cemex CPOs”)
and (b) the Forward Receivable (together with the Initial Cemex CPOs, the “Initial
Collateral”).  The Initial Collateral, together with all
Dividend Cemex CPOs (as defined in Paragraph 13(m)(xvii) below) (collectively,
with respect to any date, the “Permanent
Collateral”), shall be held as Posted Collateral at all times during the
period from and including the date of its Transfer pursuant to Paragraph
13(b)(i)(D) above, or the date on which it is obtained by the Administrator
pursuant to Paragraph 13(m)(xiv) below, as applicable, to and including the date
on which no amounts are or thereafter may become payable by Counterparty with
respect to the Obligations (except for any potential liability under Section
2(d) of this Agreement), provided, that, subject to
the due performance by Counterparty of its obligations under each Transaction
and Paragraph 4(a), the portion of the Permanent Collateral consisting of Cemex
CPOs shall be reduced on each Cash Settlement Payment Date, as defined in the
Put Option, by a number of Cemex CPOs equal to the product of (A) 1/10
multiplied by (B) the number of Cemex CPOs comprising the Initial Cemex
CPOs.  In addition, in connection with any assignment in accordance
with the terms of the relevant Confirmation or mutually agreed early unwind (in
either case, in part or in whole) of the Put Option, the Permanent Collateral
shall be reduced, as of the date of such assignment or the date of settlement of
such early unwind, as applicable, by an amount proportional to the portion of
the Put Option to be assigned or unwound, as applicable, on such
date.  For the avoidance of doubt, the Permanent Collateral, or any
portion thereof, may not constitute any portion of any Return Amount and shall
not be eligible for substitution under Paragraph 4(d).

      


      (xiv) Dividend
Reinvestment.  All Distributions with respect to the portion of
the Permanent Collateral consisting of Cemex CPOs, to the extent such
Distributions are not in the form of Cemex CPOs, shall be reinvested in Cemex
CPOs in accordance with the terms of the Mexican Security
Agreement.  All Cemex CPOs resulting from such Distributions (subject
to reduction in accordance with Paragraph 13(m)(xiii), the “Dividend Cemex CPOs”)
shall constitute Posted Collateral and shall be deemed to be “Posted Collateral
Transferred to or received by the Secured Party” for the purposes of Paragraph
2.

      


      (xv)
Transfer of Undisputed
Amount.  Paragraph 5 is hereby amended by adding the following
after the phrase “of (II) above” in the eighth line thereof:

       

      “(provided
that such Transfer need not be made prior to the time that such Transfer need
otherwise be made pursuant to the demand made under Paragraph 3)”.

      


      (xvi)
The following provision replaces Paragraph 5(i)(B):

       

      
        
           

        

        
          63

          
            

          

        

        
           

        

      

       

      “(B)           calculating
the Exposure for the Transactions in dispute by seeking four actual quotations
at mid-market from third parties for purposes of calculating the relevant
Close-out Amount, and taking the arithmetic mean of those obtained; provided
that if four quotations are not available for a particular Transaction, then
fewer than four quotations may be used for that Transaction, and if no
quotations are available for a particular Transaction, then the Valuation
Agent’s original calculations will be used for that Transaction;
and”

      


      (xvii)
Calculations.  Paragraph
4(c) shall be amended by adding, after the phrase “All calculations of Value and
Exposure” in the first line thereof, the parenthetical “(including, without
limitation, any calculation of any currency exchange rate)”.

       

      
        
           


        

        
          64

          
            

          

        

        
           


        

      


      


      IN
WITNESS WHEREOF, the parties hereto have executed this Credit Support Annex as
of the date first above written.

      


      
        	
                CITIGROUP
      GLOBAL MARKETS INC., as agent for CITIBANK, N.A.

                 

                 

                By:___/s/  H.
      Hirsch____________________

                Name:   H.
      Hirsch

                Title:     Managing
      Director

              	
                BANCO
      NACIONAL DE MÉXICO, S.A.,

                INTEGRANTE
      DEL GRUPO FINANCIERO BANAMEX, DIVISIÓN FIDUCIARIA, acting solely as
      trustee under trust No. 111339-7

                 

                By:_/s/ M. de los Angeles
      Montemayor Garza

                Name:   M.
      de los Angeles Montemayor Garza

                Title:     Trust
      Delegate

                 

                 

                 

                By:_/s/  E. N.
      Wing Treviño___________

                Name:   E.
      N. Wing Treviño

                Title:     Trust
      Delegate