**Exhibit
        1.2**




**GRUPO
      RADIO CENTRO, S.A.B. DE C.V.**




**CLAUSES**




**TITLE
      FIRST**




**INCORPORATION**




FIRST.  This
      is a
      listed Company with variable capital (“Sociedad Anónima Bursátil de Capital
      Variable”) to be governed by these by-laws and in everything not provided for
      hereby, by the General Law of Commercial Companies and the applicable provisions
      of Securities Market Law.




**TITLE
      SECOND**




**CORPORATE
      NAME; CORPORATE DOMICILE, CORPORATE TERM**




**AND
      CORPORATE PURPOSE**




SECOND.  The
      Company is called “ Grupo
      Radio Centro ,”
which
      name shall always be followed by the words “ Sociedad
      Anónima Bursátil de Capital Variable ”
or
      the
      initials “ S.A.B.
      de C.V. ”




THIRD.  The
      corporate domicile of the Company shall be Mexico City, Federal District. The
      Company may establish offices, agencies, establishments or branch offices
      anywhere in the United Mexican States or abroad, or submit to contractual
      domiciles, this not being understood as a change of domicile.




FOURTH.  The
      term
      of the Company shall be indefinite.




FIFTH.  The
      corporate purpose of the Company shall be:




(a)  To
      acquire, possess, subscribe, exhibit, dispose of or in any other manner
      whatsoever to carry out acts of commerce related to shares, corporate
      participations and participations in commercial companies and civil corporations
      and partnerships, incorporated according to Mexican or foreign laws, either
      at
      the time of their incorporation or thereafter;




(b)  To
      render
      advisory, consulting and technical assistance services in accounting,
      mercantile, financial, fiscal, legal or administrative areas to those companies
      of which it is a shareholder or to third parties, to commerce advertising
      services through communications media, as well as to represent and act as agent
      of all kinds of associations, civil or commercial companies, service provider
      companies, industrial or commercial companies and, in general, any individuals
      and corporations whether Mexican or foreign;




(c)  To
      register trademarks, trade names, copyrights, patents, invention certificates,
      to acquire or sale invention, all kind of industrial or intellectual property
      rights, as well as to receive or grant licenses or authorizations in order
      to
      use and exploit all kinds of industrial or intellectual property
      rights;









(d)  To
      contract direct or contingent liabilities; obtain or grant loans, granting
      and
      receiving specific guarantees, to issue shares, stock-market certificates,
      securities or other kind of negotiable instruments pursuant the terms set forth
      under articles fifty-three (53), fifty-six (56), sixty-one (61) and sixty-five
      (65) of Securities Market Law; to grant and contract bonds and to guarantee
      in
      any manner whatsoever its own or third parties obligations;




(e)  To
      draw,
      endorse, issue, subscribe, guarantee, accept or in any other manner to negotiate
      with negotiable instruments and to carry out credit operations;




(f)  To
      place
      its own shares in Mexican or foreign stock markets, prior authorization granted
      thereto by competent authorities, including in foreign stock markets or
      quotation systems;




(g)  To
      acquire shares representing its capital stock or securities that represent
      said
      shares, in accordance with the provisions set forth under article fifty-six
      (56)
      of Securities Market Law;




(h)  To
      acquire the property of, give or take in lease or carry out any acts of commerce
      under any other legal title, all kinds of real estate and personal property,
      as
      well as real rights thereon, which may be necessary or convenient to attain
      its
      corporate purpose or the corporate purpose of those companies on which this
      Company has a shareholding;




(i)  Execute
      all kind of transactions with national or foreign brokerage firms, insurance
      companies, bond companies, development funds, auxiliary credit institutions
      or
      any other kind of financial institution;




(j)  To
      issue,
      execute, guarantee, discount, transfer or negotiate in any manner allowed
      pursuant Mexican or foreign laws, all kind of negotiable instruments,
      securities, contracts, agreements, invoices, receipts, counter-receipts or
      any
      other kind of documents through which it is thereby evidenced the property,
      possession, ownership, use, usufruct, beneficiary, lease, sublease or any other
      legal act regarding real estate or personal property, tangible or
      intangible;




(k)  To
      contract, subcontract similar companies or individuals to carry out the purposes
      of the Company;




(l)  In
      general, to perform and execute all acts, agreements and operations related
      or
      connected thereto, that may be necessary or convenient to attain its corporate
      purpose, within the limits and pursuant the conditions set forth under Mexican
      law.




**TITLE
      THIRD**




**NATIONALITY
      OF THE COMPANY AND FOREIGN INVESTORS**




SIXTH.
      (a) The Company is a Mexican Company. The Company shall not admit, either
      directly or indirectly as partners or shareholders any foreign investors or
      companies without foreigners-exclusion clause, nor shall it acknowledge any
      partners’ or shareholders’ rights to the same investors and companies. This
      limitation shall not apply shall the Company obtain express authorization of
      the
      competent authorities to receive investment deemed as neutral according to
      legal
      provisions or rulings that may be applicable or according to the provisions
      of
      sections (c), (d) and (e) of this clause.




2




(b)  The
      acts,
      agreements or corporate and by-laws commitments declared void by the Ministry
      of
      Economy that contravene provisions set forth under the Foreign Investment Law
      and its Regulations, shall not have any legal effect among the parties nor
      may
      the same be effective before third parties.




(c)  In
      the
      event that any foreign shareholder acquires shares in accordance with paragraphs
      (d) and (e) of this clause, he formally binds himself hereby before the Ministry
      of Foreign Affairs to be considered as Mexican regarding the shares he may
      acquire or which he may hold, as well as regarding the assets, rights,
      concessions, participations or interest held by the Company or regarding all
      rights and obligations derived from the agreements in which the Company is
      a
      party thereto with Mexican authorities and refuses to invoke the protection
      of
      his government, under the penalty, in case of not honoring his commitment,
      to
      forfeit the shares he had acquired in favor of the Mexican Nation.




(d)  According
      to the provisions of articles twenty-two (22) of the Foreign Investment Law
      and
      articles twenty-four (24) and twenty-five (25) of the Regulations of the Foreign
      Investment Law and of the National Registry of Foreign Investment, international
      development financial companies may acquire Series “A” shares.




Shares
      of
      limited vote and other limited corporate rights acquired pursuant to provisions
      of articles eighteen (18), nineteen (19) and twenty (20) of the Foreign
      Investment Law and articles twenty-two (22) and twenty-three (23) of the
      Regulations of the Foreign Investment Law and of the National Registry of
      Foreign Investment, as well as Series “A” shares acquired by those companies
      referred to under section (d) above, shall be considered as “neutral
      investment,” which shall not be computed for the purpose of determining the
      amount and proportion of the participation of foreign investors in the capital
      stock of the Company.




**TITLE
      FOURTH**




**CAPITAL
      STOCK, SHARES AND SHAREHOLDERS**




SEVENTH.  The
      capital stock of the Company is variable.




(a)  The
      capital stock shall be represented by Series “A” shares divided in two types of
      shares; Type I to represent shares regarding the minimum fixed part of capital
      stock and Type II to represent shares of the variable capital stock




(b)  The
      capital stock of the Company is variable. The fixed minimum capital stock
      without withdrawal rights amounts to Ps.1,066,764,684.00 (ONE THOUSAND SIXTY-SIX
      MILLION SEVEN HUNDRED SIXTY-FOUR THOUSAND SIX HUNDRED EIGHTY-FOUR PESOS 00/100,
      LAWFUL CURRENCY OF THE UNITED MEXICAN STATES).




(c)  Variable
      part of the capital stock shall be unlimited and shall be represented by Series
      “A” ordinary shares, Type II, nominative and without par value
      thereto.




3




(d)  All
      ordinary shares shall grant their holders the same rights and shall impose
      the
      same obligations. However, the general extraordinary shareholders meeting may
      agree to issue shares with no right to vote or with unlimited other corporate
      rights, in accordance with the terms provided under article fifty-four (54)
      of
      Securities Market Law.




(e)  Capital
      Stock shall be represented by Series “A” shares and other special series shares
      that may be issued by the Company with prior authorization granted by the
      corresponding authorities, especially by the Ministry of Economy and the
      National Banking and Securities Commission.




(f)  In
      the
      event that the shares of the Company are listed on a stock exchange, either
      directly or through any other securities representing them, the right to
      withdrawal shall be subject to the provisions of paragraph (j) of clause Eighth
      hereof. In accordance with article fifty (50) of Securities Market Law,
      shareholders of the variable capital stock shall not have the right to
      withdrawal provided under article two hundred and twenty (220) of the General
      Law of Commercial Companies.




(g)  Series
      “A” shares are registered, common or ordinary, without expression of any par
      value and may only be held by: (i) Mexican individuals, (ii) Mexican
      corporations whose corporate by-laws include a foreigners-exclusion clause,
      and
      of which only Mexican individuals and corporations whose corporate by-laws
      contain the foreigners-exclusion clause and so on can be shareholders; (iii)
      Mexican credit and bonding institutions, financial factoring companies and
      Mexican investment companies with foreigners-exclusion clause; (iv) credit
      institutions as trustees in trusts set up to establish purchase option plans
      for
      employees of this Company and its subsidiaries; (v) credit institutions in
      their
      capacity as trustees under the terms of the Foreign Investment Law and its
      Regulations; and (vi) international development financial companies according
      to
      provisions set forth under the Foreign Investment Law and its
      Regulations.




(h)  Companies
      in which this Company holds the majority of shares or corporate participations
      or that shall be considered as subsidiaries of this Company, must not, directly
      or indirectly, invest in shares of this Company nor of any other company which
      is a majority shareholder of this Company that is considered as its subsidiary,
      or without being so they know it is a shareholder of this Company. The
      abovementioned prohibition shall not be applicable to acquisitions carried
      out
      through investment companies.




(i)  In
      accordance with article fifty-four (54) of the Securities Market Law, the
      Company may request to the National Banking and Securities Commission the
      corresponding authorization to issue shares different from ordinary shares
      as
      long as shares with limited, restricted or without voting rights, including
      the
      ones provided under articles one hundred and twelve (112) and one hundred and
      thirteen (113) of the General Law of Commercial Companies do not exceed
      twenty-five percent (25%) of the total paid-in capital stock.




EIGHTH.  Shares
      shall be subject to the following provisions:




(a)  Within
      their respective series and class, each share shall grant same rights and
      obligations to its holders.




4




(b)  Shares
      without voting rights as well as shares with limited voting rights that the
      Company issues under the terms of the second paragraph of article fifty-four
      (54) of the Securities Market Law shall have the rights provided under the
      corresponding issuance.




(c)  Each
      share may only be represented by one person and grants the right to one vote
      at
      the meetings its holders are entitled to attend to.




(d)  Shares
      paid in kind shall remain deposited with the Company for a two (2) year period,
      in accordance with the provisions of article one hundred and forty-one (141)
      of
      the General Law of Commercial Companies.




(e)  Shares
      representing minimum or fixed capital stock may only be issued or withdrawn
      through resolution of a general extraordinary shareholders meeting and the
      respective amendment to these corporate by-laws, except for share cancellations
      and issuances derived from the Company’s rebuy of its own shares, in which case
      the provisions set forth under Clause Eighteenth, paragraph (n) of these by-laws
      shall apply.




(f)  Shares
      representing variable capital stock, within the maximum authorized thereto,
      issued and paid-in through new contributions in cash or in kind, or issued
      and
      paid-in through capitalization of profits or surplus derived from the
      revaluation of assets, shall be issued through a resolution by the general
      ordinary shareholders meeting. The corresponding minutes must be formalized
      before a notary public and no registry or filing shall be required thereto
      in
      order for the same to be valid.




(g)  Whenever
      an increase in the capital stock is resolved, the general extraordinary or
      ordinary shareholders meeting, as the case may be, resolving thereon, shall
      determine the terms and conditions according to which such increase in the
      capital stock must be carried out.




(h)  Any
      increase or decrease in the capital stock must be registered in the variable
      capital book carried for such purpose by the secretary of the
      Company.




(i)  New
      shares may not be issued unless previously issued shares have been totally
      paid
      in.




(j)  The
      right
      to withdrawal, in addition to being subject to the provisions of articles two
      hundred and twenty (220) and two hundred and twenty-one (221) of the General
      Law
      of Commercial Companies, shall be subject to the following:




(i)
            The
                corresponding reimbursement shall be paid according to the lowest
                value of
                the two following values:




(A)  Ninety-five
      percent (95%) of the quotation value on the Stock Exchange, obtained from the
      average price taking into account the volume of the transactions carried out
      during the last thirty (30) days during which the shares of the issuing Company
      had been negotiated, prior to the date on which the withdrawal must become
      effective during a period that shall not exceed six (6) months, or
      else,




5




(B)  The
      book
      value of the shares in accordance with the financial statements corresponding
      to
      the end of the fiscal year immediately preceding that on which the separation
      must become effective, previously approved by the general ordinary shareholders
      meeting.




In
      the
      event that the period in which the shares were traded previously mentioned
      on
      the preceding paragraph is less than thirty (30) days, the actual number of
      days
      in which the shares were traded will be taken into account. If the shares are
      not traded within such period, the book value of the shares will be
      used.




(ii)
            The
                payment of the reimbursement shall be due to the Company as of the
                date
                following the date in which the general ordinary shareholders meeting
                was
                held that approved the financial statements corresponding to the
                fiscal
                year on which the withdrawal must become
                effective.




The
      right
      to withdraw may not be exercised when the same implies a decrease in the capital
      stock to an amount lower than the minimum established. In the event that the
      Company receives notification from the shareholders in connection with the
      exercise of the right to withdrawal which in the aggregate would reduce the
      minimum capital stock to an amount lower than the one provided for in these
      corporate by-laws, the Company shall accept the request of withdrawal right
      in
      the order in which the notifications of the exercise of the withdrawal right
      were submitted to the Company.




In
      the
      event that the Company receives notifications of shareholders who wish to
      exercise their withdrawal rights simultaneously and the exercise of such right,
      in the aggregated, amounts to more than the variable capital stock, the Company
      shall accept and take care of the notifications proportionally to the number
      of
      shares each shareholder exercising the mentioned right holds.




(k)  For
      the
      redemption of shares with distributable profits, the provisions of article
      one
      hundred and thirty-six (136) of the General Law of Commercial Companies shall
      be
      applicable. Redemption may be carried out, at the election of the general
      extraordinary meeting:




(i)
            Through
                the acquisition of the corresponding shares in a public purchase
                offer
                made through a stock exchange, at the price and according to the
                method
                determined by the meeting itself, or




(ii)
            proportionally
                among all shareholders, so that, after the redemption is carried
                out, the
                shareholders maintain the same percentages they had in the capital
                stock
                before such redemption. Redeemed shares shall be annulled and the
                provisional share certificates representing them must be
                canceled.




(l)  If
      the
      value of redeemed shares is not collected by their holders within the year
      following the date in which they have been informed thereof, the respective
      amounts shall be forfeited to the benefit of the Company.




(m)  The
      capital stock may be reduced: (i) to absorb losses, (ii) by
      reimbursement to shareholders, (iii) by release granted to the shareholders
      of payments not carried out, (iv) by the exercise of right to withdraw
      contributions, and (v) by the Company’s rebuy of its own shares pursuant to
      Clause Eighteenth, paragraph (n) of these by-laws and in accordance with
      terms provided under article fifty-six (56) of Securities Market Law, in which
      case the same shall be converted into shares which have not been subscribed
      to
      be held by the Company’s treasury with no need of any agreement of the
      shareholders meeting thereto.




6




(n)  Decreases
      in the capital to absorb losses or to reimburse shareholders shall be firstly
      made from the variable capital stock and just in the event the same fails to
      be
      enough, from the fixed minimum capital stock.




In
      any
      event, the decrease shall be made proportionally among all series of shares,
      without the need to cancel the respective shares, as the same have no par value
      thereto.




**TITLE
      FIFTH**




**PREFERENTIAL
      RIGHTS OF THE SHAREHOLDERS**




NINTH.
      (a) (i) Except for the issuance of shares made according to article fifty-three
      (53) of the Securities Market Law, and those issuances performed by virtue
      of
      the Company’s resale of shares acquired pursuant to clause eighteenth, paragraph
      (n) of these by-laws, each shareholder shall have the preferential right to
      subscribe and acquire shares of the Company issued regarding any increase in
      its
      capital stock, in the proportion of the number of shares held by such
      shareholder of a series with regard to the total number of shares issued and
      subscribed of such series prior to the increase. This right may be exercised
      for
      a term not shorter than fifteen (15) calendar days; and (ii) in the event that
      there are any unsubscribed shares, these shall be offered for sale by the Board
      of Directors of the Company to third parties if the meeting which resolved
      on
      their issuance did not resolve otherwise, and if such shares are not subscribed
      by third parties within ninety (90) calendar days thereafter, then they shall
      be
      canceled and the capital stock shall be decreased in an amount equal to the
      amount represented by the shares so canceled, unless the Board of Directors
      of
      the Company or the respective meeting determines that such shares shall remain
      at the treasury of the Company.




(b)  For
      the
      purpose of computing the fifteen (15) calendar day term referred to in the
      preceding paragraph, the day following the date on which the resolution of
      the
      capital increase is published in the Official Gazette of the Federation or
      in
      one of the diaries with major circulation at the corporate domicile of the
      Company shall be taken into consideration.




(c)  According
      to the provisions of the second paragraph of article two hundred and sixteen
      (216) of the General Law of Commercial Companies, the general ordinary
      shareholders meeting may decree the issuance of unsubscribed shares to be kept
      at the treasury of the Company and in such event, the shares kept at the
      treasury of the Company shall be made outstanding and withdrawn according to
      the
      instructions of the Board of Directors of the Company, if not made by the
      meeting resolving on their issuance, honoring the preferential right of the
      shareholders and the other terms and conditions provided for in this clause
      Ninth, exception made of those issues made according to the following paragraph,
      where the provisions of such paragraph shall prevail.




(d)  The
      general extraordinary shareholders meeting may resolve the issuance of
      unsubscribed shares to be kept at the treasury of the Company to be placed
      among
      public investors, according to the provisions of article fifty-three (53) of
      Securities Market Law, prior to express authorization granted thereto by the
      National Banking and Securities Commission and in accordance with the following
      provisions:




(i)
            At
                the extraordinary shareholders meeting resolving the issuance of
                unsubscribed shares, express waiver to the preferential right referred
                to
                in article one hundred and thirty-two (132) of the General Law of
                Commercial Companies must be made;




7




(ii)
            If
                there is quorum, under the terms of paragraph (o) of clause
                Thirtieth-Fifth of these by-laws, the resolution shall become fully
                effective, even for those shareholders who had not attended the meeting,
                for which reason the Company shall be free to place the shares among
                the
                public, without making the publication referred to in article one
                hundred
                and thirty two (132) of the General Law of Commercial
                Companies;




(iii)
            When
                a minority representing at least twenty-five percent (25%) of the
                paid-in
                capital stock, votes against the issuance of unsubscribed shares
                according
                to the provisions hereof, such issuance may not be carried
                out;




(iv)
            In
                the call summoning the extraordinary meeting, it must be expressly
                noted
                that the meeting is for the purposes mentioned in this paragraph
                (d),
                especially mentioning the provisions of subsections (ii) and (iii)
                above;




(v)
            Any
                shareholder voting against the resolutions of the meeting shall be
                entitled to demand that the Company place his shares at the same
                price as
                the shares that are subject matter of the issuance are being offered
                to
                the public. The Company shall have the obligation to place first
                the
                shares belonging to the disagreeing shareholders;
                and




(vi)
            The
                National Banking and Securities Commission shall be authorized to
                attend
                these meetings in order to supervise the compliance with requirements
                regarding the issue of shares.




TENTH.  In
      accordance with article fifty (50) of Securities Market Law, all shareholders
      who own shares with the right to vote, even if said right is limited or
      restricted, that individually or jointly hold ten percent of the Company’s
      capital stock shall have the right to:




I.  Appoint
      and revoke on a general shareholders meeting a member of the Board of Directors.
      Said appointment may only be revoked by the other shareholders when the
      appointment of all other directors is also being revoked, in which case the
      persons being substituted may not be appointed with such character during the
      following twelve months computed from the date of the revocation.




II.  Require
      the Chairman of the Board of Directors or of the Committees to carry out the
      functions regarding corporate and audit practices referred to under the
      Securities Market Law, at any moment, to call a general shareholders meeting
      without applying thereto the percentage set forth under article one hundred
      eighty-four (184) of the General Law of Commercial Companies.




8




III.  To
      request to adjourn for one time only, for three calendar days and with out
      the
      necessity of carrying out a new call thereto, the vote on any matter which
      they
      do not consider themselves sufficiently informed on, without applying the
      percentage set forth under article one hundred and ninety-nine (199) of the
      General Law of Commercial Companies.




The
      owners of shares with right to vote, even if said right is limited or
      restricted, who individually or jointly hold twenty percent (20%) or more of
      the
      capital stock, may legally oppose the resolutions of the general shareholders’
meeting which they have the right to vote on, without applying thereto the
      percentage set forth under article two hundred and one (201) of the General
      Law
      of Commercial Companies.




**TITLE
      SIXTH**




**DEFINITIVE
      SHARE CERTIFICATES, PROVISIONAL SHARE**




**CERTIFICATES
      AND REGISTRY OF SHARES**




ELEVENTH.  Shares
      shall be covered by definitive share certificates but provisional share
      certificates may be issued thereto until definitive share certificates are
      issued. Provisional share certificates must be exchanged by definitive share
      certificates during the period of time provided for under General Law of
      Commercial Companies. Provisional share certificates and definitive share
      certificates shall be progressively numbered and shall contain the information
      required by articles one hundred and eleven (111), one hundred and twenty-five
      (125), one hundred and twenty-seven (127) and all other relative articles of
      the
      General Law of Commercial Companies, as well as the full text of clause Sixth
      of
      these by-laws.




Multiple
      share certificates may also be issued according to the provisions of article
      two
      hundred and eighty-two (282) of the Securities Market Law, in which event they
      shall not need to state the name of the holder nor his domicile and
      nationality.




TWELFTH.  Provisional
      share certificates or definitive share certificates may cover one or several
      shares and shall be signed by two members of the Board of Directors, whose
      signatures may be printed in facsimile, under the terms of the provisions set
      forth on section (VIII) of article one hundred and twenty-five (125) of the
      General Law of Commercial Companies, in which event, the original signatures
      of
      those directors must be deposited at the Public Registry of Commerce
      corresponding to the corporate domicile of the Company.




THIRTEENTH.
      The Company shall carry a registry of shares evidencing all issues of shares
      and
      the name, domicile, and nationality of the holders thereof and whether such
      shares have been fully or partially paid, payments made, all transfers thereof
      and any liens existing on such shares. In the event of shares deposited before
      any institution for the deposit of securities, the transfer and registry thereof
      shall be made in accordance with the provisions of the Securities Market Law.
      This registry shall be carried out by the secretary of the Company, unless
      the
      Board of Directors appoints a different person thereto.




Any
      transfer of shares or liens thereon shall be effective, regarding the Company,
      as of the date on which such transfer or lien, as the case may be, has been
      registered in the registry of shares of the Company, with the exception of
      the
      assumptions referred to in articles two hundred and four (204) and two hundred
      eighty (280) section seventh (VII) of the Securities Market Law.




9




The
      registry of shares shall be formed with certificates referred to in article
      two
      hundred ninety (290) of Securities Market Law, complemented with the lists
      referred to in such article.




**TITLE
      SEVENTH**




**BOARD
      OF DIRECTORS, AUDIT COMMITTEE**




**CORPORATE
      PRACTICES COMMITTEE, EXECUTIVE COMMITTEE,**




**SURVEILLANCE
      OF THE COMPANY, CHIEF EXECUTIVE OFFICER**




FOURTEENTH.
      (a) The management and representation of the Company shall be vested in the
      Board of Directors and a Chief Executive Officer. The Board of Directors shall
      be formed by a minimum of seven (7) and a maximum of twenty-one (21) regular
      directors and their respective alternates, of which at least twenty-five percent
      (25%) must be independent directors.




Furthermore,
      the Board of Directors shall appoint a secretary who shall not be part of said
      corporate body, and who shall be subject to the obligations and responsibilities
      set forth under these by-laws and the Securities Market Law.




(b)  An
      alternate director may be appointed for each regular director; this alternate
      director shall act on behalf of the respective regular director for whom he
      was
      appointed in his temporary or definitive absences, in the understanding that
      the
      alternate director of the independent directors must also be independent
      directors.




In
      no
      event whatsoever the persons who may have acted as external auditor of the
      Company or of any entity that is part of the corporate group or consortium
      to
      which the same belongs, may be appointed as director during the first
      immediately preceding year computed from the date of said appointment.




(c)  Independent
      directors are those persons that (i) are not executive officers or employees
      of
      the Company or of the entities that are part of the corporate group or
      consortium to which the same belongs, as well as the examiner. The
      abovementioned limitation shall apply to those individuals who have acted in
      such offices during the preceding twelve months computed from the date of the
      corresponding appointment; (ii) individuals who have a significant influence
      or
      a de facto authority in the Company or in any of the entities that are part
      of
      the corporate group or consortium to which the same belongs; (iii) shareholders
      that are part of the group of persons that hold control of the Company; (iv)
      clients, service suppliers, suppliers, debtors, creditors, partners, directors
      or employees of a Company that is an important client, service supplier,
      supplier, debtor or creditor. It shall be considered that a client, service
      supplier or supplier is important when the sales of the Company represent more
      than ten percent of the total sales of the client, service supplier or supplier,
      during a period of twelve months preceding the date of the appointment.
      Furthermore, it shall be considered that a debtor or creditor is important
      when
      the amount of the credit exceeds fifteen percent (15%) of the assets of the
      same
      Company or its counterpart. (v) Persons who are related in virtue of a blood
      relationship, affinity or civil relationship up to the fourth grade, as well
      as
      spouses, concubines of any of the individuals referred to in paragraphs I to
      IV
      of this item (c).




10




Independent
      directors who during their charge stop having said characteristic shall notify
      to the Board of Directors no later than at the following meeting held by said
      body.




Terms
      provided under article twenty-six (26) of Securities Market Law shall be
      considered as a reference.




(d)  The
      appointment or election of members of the Board of Directors corresponding
      to
      Series “A” shareholders shall be made by the general ordinary shareholders’
meeting, by majority vote, provided , however ,
      that
      the minority shareholder or shareholders representing at least ten percent
      (10%)
      of the paid-up capital stock of the Company, exclusively represented by Series
      “A” shares, shall be entitled to appoint a regular director and his respective
      alternate in the respective general ordinary shareholders’ meeting. To calculate
      the majority of votes referred to in this paragraph, the votes of minority
      shareholders who have made use of the mentioned right shall not be
      computed.




FIFTEENTH.
      (a) Members of the Board of Directors, either regular or alternate, may be
      shareholders or persons alien to the Company.




(b)  Regular
      and alternate directors may be Mexican or foreign, but the majority of directors
      must be Mexican.




(c)  The
      directors shall continue holding their office even though the period for their
      office has concluded or they have resigned to the same thereto, for up to a
      period of thirty calendar days, shall the person appointed to substitute them
      fails to be appointed thereto or when the same does not take office, without
      being subject to the terms provided under article one hundred fifty-four (154)
      of the General Law for Commercial Companies.




The
      Board
      of Directors may appoint provisional directors, without any intervention by
      the
      shareholders’ meeting, when any of the events set forth under the preceding
      paragraph or under article one hundred fifty-five (155) of the General Law
      of
      Commercial Companies occurs. The shareholders’ meeting of the Company shall
      ratify said designations or it shall appoint substitute directors on the
      following meeting after the occurrence of said event, without affecting the
      terms set forth under article fifty (50), paragraph I of the Securities
      Market Law.




(d)  The
      general ordinary shareholders’ meeting shall determine the remunerations to be
      received by the directors.




(e)  Only
      in
      the event that it is so required by the general ordinary shareholders’ meeting
      as a guarantee of their management, regular and alternate members of the Board
      of Directors, members of the Executive Committee, Audit Committee and of the
      Corporate Practices Committee, the Chief Executive Officer of the Company,
      the
      area directors, the managers and those other officers of the Company, shall
      deposit at the treasury of the Company the amount in Mexican currency that
      is
      determined by such meeting, or shall obtain a bond in such amount issued in
      favor of the Company by an authorized bonding institution once they take
      possession of their offices. The deposit or bond may not be withdrawn until
      the
      position of the respective director or directors had been approved by the
      general ordinary shareholders’ meeting of the Company. Regarding the officers of
      the Company, the deposit or bond shall continue until they are released from
      their positions and their management has been approved.




11




(f)  Members
      of the Board of Directors, and if applicable, the secretary of the Board, in
      the
      execution of their office shall act diligently and loyally pursuant the terms
      provided under the Securities Market Law.




SIXTEENTH.
      (a) The shareholders’ meeting, when appointing the members of the Board of
      Directors, or the Board itself during the first meeting immediately following
      the meeting which had appointed it, shall appoint a person to hold the position
      of Chairman. Likewise, at such meeting the persons holding other offices of
      the
      Board of Directors shall be appointed thereto.




Members
      of the Board of Directors shall not be liable in virtue of their office for
      any
      personal obligation before whoever contracts them with the Company and shall
      only be liable before the Company for the faithful execution of their office
      in
      accordance with provisions set forth herein without prejudice of any
      responsibilities in which they may incur in virtue of any violation to
      applicable laws.




(b)  The
      Chairman of the Board of Directors shall preside over the general shareholders
      meetings and the Board of Directors meeting, performing the agreements or
      resolutions thereof, without the need of any special resolution, without the
      above meaning that the general shareholders’ meeting or the Board of Directors
      being limited should they need to appoint other persons to perform the
      respective agreements or resolutions in specific cases.




SEVENTEENTH.
      (a) A meeting of the Board of Directors shall be considered validly convened
      with the attendance of the majority of its directors and the resolutions shall
      be valid whenever they are resolved by majority of the directors who attended
      the meeting except in the cases mentioned in paragraph (s) of clause Eighteenth
      of these by-laws. In the event of a tie, the Chairman shall have deciding
      vote.




A
      minute
      must be issued regarding each meeting of the Board of Directors, which shall
      be
      registered at the corresponding minutes book and shall be signed by the Chairman
      and the secretary.




(b)  The
      Board
      of Directors of the Company may meet at least four (4) times during each fiscal
      year or as may times as considered necessary by the Chairman of the Board of
      Directors or of the Committees that carry out the functions of corporate
      practices or audit referred to under the Securities Market Law, or at least
      twenty-five percent (25%) of the members of the Board of Directors who for
      such
      purposes shall be entitled to call for a Board of Directors meeting and include
      in the agenda the issues they deemed convenient.




(c)  Calls
      for
      the Board of Directors meetings must be sent to the regular members of the
      Board
      of Directors and their respective alternates, by electronic mail with receipt
      confirmation, or any other means that may provide evidence of its reception
      by
      the person who has to receive the same thereto, to the last address the same
      has
      registered before the Company, with at least five (5) business days prior to
      the
      date of the meeting. The respective call must contain the date, place, time
      and
      agenda for the respective meeting. Resolutions taken out of the Board of
      Directors meeting by unanimous vote of the members shall have, for all legal
      effects, the same validity as if adopted in a Board of Directors meeting,
      provided they are confirmed in writing. The document evidencing writing
      confirmation thereto shall be sent to the secretary of the Company, who will
      register the corresponding resolutions in the corresponding minute book. Or
      if
      quorum exists, without prior call when each of the absent members of the Board
      of Directors have signed a waive of its right to receive call, being applicable
      the provisions of the third paragraph of article one hundred and forty-three
      (143) of the General Law of Commercial Companies.




12




External
      auditor of the Company may be called to the Board of Directors meetings acting
      as a guest with voice but no vote, and being obliged to abstain himself
      regarding those matters of the agenda in which he has any conflict of interest
      or which could compromise his independence.




(d)  The
      meetings of the Board of Directors shall be held at the corporate domicile
      of
      the Company or anywhere else in the United Mexican States or abroad as
      determined by the Board of Directors itself.




(e)  The
      Board
      of Directors must present to the shareholders meeting the reports issued by
      the
      Audit Committee.




EIGHTEENTH.
      The Board of Directors shall have the legal representation of the Company and
      may carry out all operations inherent to the corporate purpose of this Company
      and those not reserved to another body by reason of this instrument or by law.
      The authorities that the Board of Directors of the Company shall enjoy include
      but are not limited to the following authorities:




(a)  General
      power of attorney for lawsuits and collections with all general and special
      authorities requiring a special clause in accordance with the law, under the
      terms of the first paragraph of article two thousand five hundred and fifty-four
      (2554) of the Civil Code for the Federal District and its correlative articles
      in the Civil Codes for the other entities where the power of attorney is
      exercised, including the authority to withdraw from protection proceedings,
      pursue it throughout its terms and withdraw therefrom; file remedies against
      interlocutory and definitive decrees; consent the favorable ones and ask for
      the
      issuance and revocation of powers-of-attorney, answer claims filed against
      the
      principal; make and file complaints, denunciations or accusations and assist
      the
      Public Prosecutor in criminal processes, the Company being able to become the
      civil party in such processes and grant pardons when in its opinion the case
      so
      deserves it; acknowledge, sign documents and impugn as false those submitted
      by
      the counterparty, submit witness, see the witness of the counterparty, examine
      and cross-examine them, make and answer questions in court, settle, submit
      to
      arbitration, challenge magistrates, judges and all other judicial officers,
      without cause, with cause, or under protest of the law, as well as to appoint
      experts.




Neither
      any director nor the Chairman of the Board of Directors nor the Chief Executive
      Officer of the Company shall be entitled to reply to interrogatories, for which
      reason they are prevented from making and answering questions in court in any
      lawsuit or proceeding in which the Company is a party. The abovementioned
      authorities shall exclusively correspond to the attorneys-in-fact of the Company
      who had been granted these authorities expressly.




(b)  General
      power of attorney to manage the business and corporate assets under the widest
      terms in accordance with the provisions of the second paragraph of article
      two
      thousand five hundred and fifty-four (2554) of the Civil Code for the Federal
      District and its correlative articles in the Civil Codes for the entities on
      which the power of attorney is exercised, accordingly, the Board of Directors
      is
      vested with the widest authorities to manage all business related to the
      corporate purpose of the Company.




13




(c)  General
      power of attorney to exercise acts of ownership in accordance with the
      provisions of the third paragraph of article two thousand five hundred and
      fifty-four (2554) of the Civil Code for the Federal District and its correlative
      articles in the Civil Codes for the entities on which the power of attorney
      is
      exercised. Powers-of-attorney for acts of ownership must be exercised jointly
      by
      at least two (2) attorneys-in-fact, with the modalities determined by the Board
      of Directors.




(d)  The
      Board
      of Directors shall enjoy the authorities of a general attorney-in-fact by the
      delegation of the legal representation of the principal Company, to represent
      the same in labor lawsuits or proceedings under the terms and for the purposes
      referred to in articles eleven (11), forty-six (46), forty-seven (47), one
      hundred and thirty-four (134), section three (iii), five hundred and
      twenty-three (523), six hundred and ninety-two (692) section (ii) and (iii),
      six
      hundred and ninety-four (694), six hundred and ninety-five (695), seven hundred
      and eighty-six (786), seven hundred and eighty-seven (787), eight hundred and
      seventy-three (873), eight hundred and seventy-four (874), eight hundred and
      seventy-six (876), eight hundred and seventy-eight (878), eight hundred and
      eighty (880), eight hundred and eighty-three (883), eight hundred and
      eighty-four (884), and eight hundred and ninety-nine (899), in connection with
      the provisions of chapters Twelve (XII) and Seventeen (XVII), of title Fourteen
      (14), all of them of the Federal Labor Law in force, with the attributions,
      obligations and rights regarding legal capacity referred to in such legal
      provisions. Likewise, the labor representation is granted to it under the terms
      of article eleven (11) of the mentioned Federal Labor Law. The power of attorney
      being granted, the legal representation being delegated and the employers
      representation being granted by means of this instrument shall be exercised
      by
      the Board of Directors with the following authorities which are mentioned as
      an
      enumeration but not as limitation:




(i)
            To
                act before the unions with which collective labor agreements are
                executed
                and for all effects of collective
                conflicts;




(ii)
            To
                act before workers personally considered and for all effects of individual
                conflicts and, in general, for all employer-employee
                matters;




(iii)
            To
                appear before any labor authorities and social service authorities
                referred to in article five hundred and twenty-three (523) of the
                Federal
                Labor Law;




(iv)
            To
                appear before Boards of Conciliation and Arbitration, either local
                or
                federal;




(v)
            Accordingly,
                and on behalf of the Company, the Board of Directors may appear to
                labor
                lawsuits with all attributions and authorities mentioned in the sections
                (a) and (b) of this clause, as applicable and it will also have the
                employers representation of the Company for the purposes of article
                eleven
                (11), forty-six (46), and forty-seven (47) of the Federal Labor Law,
                as
                well as the legal representation of the Company for the purposes
                of
                evidencing the legal capacity of the Company in a lawsuit or out
                of it,
                under the terms of article six hundred and ninety-two (692) section
                two
                (II) and (III) of the mentioned
                law;




14




(vi)
            To
                appear to interrogatories under the terms of articles seven hundred
                and
                eighty-seven (787) and seven hundred and eighty-eight (788) of the
                Federal
                Labor Law, with the authority to make and answer questions in court
                and
                deal with confessional evidence throughout the
                stages;




(vii)
            To
                appoint contractual domiciles to receive notifications under the
                terms of
                article eight hundred and seventy-six (876) of the Federal Labor
                Law;




(viii)
            To
                appear with sufficient legal representation to the hearing referred
                to in
                article eight hundred and seventy-three (873) of the Federal Labor
                Law in
                its three stages of conciliation, demand and object and offering
                and
                admission of evidence, under the terms of article eight hundred and
                seventy-five (875), eight hundred and seventy-six (876) sections
                first (I)
                and sixth (VI), eight hundred and seventy-seven (877), eight hundred
                and
                seventy-eight (878), eight hundred and seventy-nine (879) and eight
                hundred and eighty (880) of the Federal Labor
                Law;




(ix)
            To
                appear to the hearing of the dealing of evidences, under the terms
                of
                articles eight hundred and seventy-three (873) and eight hundred
                and
                seventy-four (874) of the Federal Labor Law;
                and




(x)
            To
                offer and accept conciliation arrangements, enter into transactions,
                take
                any kind of decisions, negotiate and execute labor, judicial or
                extrajudicial agreements; at the same time, it may act as representative
                of the Company as administrator regarding and for any kind of labor
                lawsuits or proceedings, individual or collective, being dealt with
                before
                any authority; it may execute labor agreements and rescind them,
                offer
                reinstatements, answer any kinds of demands, claims or
                summons.




Neither
      any director not the Chairman of the Board of Directors nor the Chief Executive
      Officer of the Company shall be entitled to answer interrogatories, for which
      reason they are prevented from making and answering questions in court in any
      lawsuit or proceeding on which the Company is a party. These authorities shall
      exclusively correspond to the attorneys-in-fact of the Company to whom they
      have
      been expressly granted.




(e)  General
      power of attorney to draw, accept, endorse, negotiate, draw, guarantee, certify
      and in any other manner execute credit instruments on behalf of the Company,
      under the widest terms established by article nine (9) section one (I) of the
      General Law of Credit Instruments and Transactions. The powers-of-attorney
      referred to in this section must be exercised jointly by at least two (2)
      attorneys-in-fact, with the modalities determined by the Board of
      Directors.




(f)  Authorities
      to open and cancel bank accounts, investment accounts and any other kind of
      accounts, as well as to make deposits and draw against such accounts through
      the
      person or persons determined by the Board of Directors itself.




15




(g)  Authority
      to appoint and remove the Chief Executive Officer of the Company and the lower
      hierarchical level officers, as well as to determine their authorities, powers,
      guarantees to be provided, working conditions and remunerations.




(h)  Authority
      to appoint and remove any other employees not mentioned in the above section,
      as
      well as any attorneys-in-fact and agents, with the authority to determine their
      powers, guarantees, working conditions or conditions for the rendering of
      services and remunerations.




(i)  Authority
      to grant general or special powers-of-attorney, where the authority of
      substitution may be granted, as well as to substitute or delegate their powers,
      always keeping the exercise thereof and revoke any other powers granted,
      substituted or delegated;




(j)  The
      Board
      of Directors, through its Chairman or regular or alternate secretary may call
      general ordinary and extraordinary shareholders meetings as well as special
      shareholders meetings in all events provided for by these by-laws or when
      considered convenient, as well as to fix the date, time and agenda for such
      meetings.




(k)  To
      carry
      out the resolutions adopted by any shareholders meeting of the Company, which
      shall be made through its Chairman, exception made that such authority is
      delegated to another director.




(l)  To
      establish offices, branches, establishments or agencies of the Company anywhere
      in the United Mexican States or abroad.




(m)  To
      place
      the shares of the Company which are not subscribed by the shareholders thereof
      under the terms of clause Ninth of these by-laws.




(n)  To
      resolve on the acquisition by the Company of shares representative of its
      capital stock under the terms of article fifty-six (56) of the Securities Market
      Law.




(o)  To
      determine the reason for which the voting right corresponding to the shares
      held
      by the Company must be exercised at any shareholders meetings on which this
      Company has a corporate participation.




(p)  Prior
      resolution of the corresponding meeting according to the type of shares in
      question, to establish plans for the option for the purchase of shares for
      employees of this Company or its subsidiaries, benefit funds, retirements,
      seniority premiums and any other fund with similar purposes, created directly
      or
      indirectly.




(q)  Authority
      to appoint and remove the external auditor or external auditors, with the
      understanding that the Board of Directors must have the favorable opinion of
      the
      Audit Committee to appoint said external auditor or external
      auditors.




(r)  The
      Board
      of Directors shall be responsible of the following matters:




I.  Establish
      general strategies in order to conduct the business of the Company and its
      controlled entities.




16




II.  Supervise
      the management and conduction of the Company and its controlled entities
      considering the importance these last ones represent on the financial,
      administrative and legal situation of the Company, as well as the performance
      of
      executive officers.




III.  Approve
      with prior opinion thereto of the corresponding Committee:




a)  Policies
      and provisions for the use or enjoyment of assets that are part of the Company’s
      property and of its controlled entities, by related persons.




b)  Transactions,
      each one individually, with related parties, that the Company or its controlled
      entities intend to execute.




Transactions
      mentioned below shall not require approval by the Board of Directors as long
      as
      the same comply with the policies and provisions approved thereto by the
      Board:




1.  Transactions
      that due to their amount fail to be relevant to the Company or its controlled
      entities.




2.  Transactions
      carried out between the Company and its controlled entities or in which the
      Company has a significant influence or among any of these, as long
      as:




i)  they
      correspond to the ordinary business of the entity;




ii)  they
      are
      considered as carried out at market prices or based on valuations carried out
      by
      external expert agents thereto.




3.  Transactions
      carried out with employees, as long as the same are carried out under the same
      conditions applicable to any client or as a result of labor benefits of general
      nature.




c)  Transactions
      that are executed, whether simultaneously or successively, that may be
      considered as one sole operation in virtue of their characteristics and that
      are
      intended to be carried out by the Company or its controlled entities, during
      one
      fiscal year, when the same are unusual or non-recurrent, or else, their amount
      represents based on the figures corresponding at the end of the immediately
      preceding quarter any of the following events:




1.  The
      acquisition or sale of assets with a value equal or greater to five percent
      of
      the consolidated assets of the Company.




2.  The
      granting of guarantees or acceptance of liabilities for a total amount equal
      or
      greater to five percent of the Company’s consolidated assets.




The
      abovementioned terms shall not be applicable to investments on debts securities
      or banking securities, as long as the same are carried out in accordance with
      policies approved thereto by the Board.




d)  The
      appointment, election and if applicable, destitution of the Chief Executive
      Officer of the Company and his total retribution as well as the policies for
      the
      appointment and total retribution of the other executive officers.




17




e)  Policies
      for granting loans, or any other type of credits or guarantees to persons
      related thereto.




f)  Waivers
      in order for a director, executive officer or person with a de facto authority
      may take advantage from business opportunities for himself or in favor of third
      parties, that correspond to the Company or to its controlled entities or in
      which the Company has a significant influence. Approvals for transactions whose
      amount is less than the amount mentioned under paragraph c) of this section,
      may
      be delegated to any of the Company’s Committees in charge of audit or corporate
      practices referred under the Securities Market Law.




g)  Policies
      regarding internal control and internal audit of the Company and of its
      controlled entities.




h)  Accounting
      policies of the Company, adjusting them to accounting principles recognized
      or
      issued by the Commission through provisions of general nature.




i)  Financial
      statements of the Company.




j)  Hiring
      by
      the Company that shall provide external audit services and, if applicable,
      of
      additional or complementary services regarding external audit
      services.




Whenever
      the resolutions of the Board of Directors fail to be in accordance with the
      opinions provided to the same by the corresponding Committee, said Committee
      shall instruct the Chief Executive Officer to disclose said circumstance to
      the
      public investor, through the stock market in which the shares of the Company
      are
      placed or the credit instruments representing the same, in accordance with
      the
      terms and conditions that said stock market sets forth under its internal
      regulation.




IV.  Submit
      before the general shareholders meeting held in virtue of the end of the fiscal
      year:




a)  Reports
      referred on article forty-three (43) of the Securities Market Law.




b)  Report
      of
      the Chief Executive Officer prepared in accordance with terms provided under
      article forty four, section eleventh (XI) of the Securities Market Law, along
      with the external auditor’s report thereto.




c)  The
      opinion of the Board of Directors regarding the content of the Chief Executive
      Officer’s report referred under the preceding paragraph.




d)  Report
      set forth under article one hundred seventy-two (172) paragraph b) of the
      General Law of Commercial Companies which shall include the main policies and
      accounting principles and information principles followed in order to prepare
      financial information.




e)  Report
      regarding the transactions and activities in which it has intervened in
      accordance with terms provided under the Securities Market Law.




V.  Follow
      up
      the main risks to which the Company and its controlled entities are exposed,
      identified pursuant the information submitted by the Committees, the Chief
      Executive Officer and the entity that provided external audit services, as
      well
      as to accounting systems, internal control and internal audit, registry, file
      or
      information, thereto, which may be carried out through the Committee entitled
      to
      exercise audit functions.




18




VI.  Approve
      information and communication policies with the shareholders and the market,
      as
      well as with directors and executive officers, in order to comply with
      provisions set forth under the Securities Market Law.




VII.  Determine
      the shares that may correspond in order to repair any nonconformity it may
      acknowledge and implant the corresponding corrective measures
      thereto.




VIII.  Set
      forth the terms and conditions to which the Chief Executive Officer shall be
      subject to in order to exercise his authorities regarding acts of
      domain.




IX.  Instruct
      the Chief Executive Officer to disclose to the public all relevant events he
      may
      have knowledge of. The abovementioned terms shall apply without affecting the
      Chief Executive Officer’s obligation referred under article forty-four (44)
      paragraph fifth (V) of the Securities Market Law.




X.  Independently
      and without affecting the authority that corresponds to the Board of Directors
      in accordance with Mexican law thereto, especially the Securities Market Law
      and
      related provisions, authority to grant or delegate in favor of the Audit
      Committee those authorities considered convenient or necessary in order to
      comply with the legal provisions applicable to the Company, as well as to
      determine upon which rules the Audit Committee shall execute said authorities,
      including the right to revoke or modify the same.




XI.  All
      others set forth under the Securities Market Law or provided under this
      by-laws.




The
      Board
      of Directors shall be responsible of supervising the compliance of agreements
      resolved by shareholders’ meetings, which may be carried out through the
      Committee that exercises audit functions.




(s)  (1) As
      provided under articles forty-eight (48) and ninety-five (95) of the Securities
      Market Law, and without prejudice of what is stipulated in clause Thirteenth
      of
      these by-laws and in fulfillment of the general rules applicable to the
      acquisition of securities that must be disclosed and to the public offers of
      purchase of securities, published in the Official Gazette of the Federation
      on
      April 25, 2002 (the “Rules”), as mentioned therein, the prior consent of at
      least two-thirds of the members of the Board of Directors shall be required,
      within a maximum term of three months and in accordance with the criteria
      established by the Board of Directors, for (i) any acquisition of “Shares”
(as said term is defined below) that represent thirty percent (30%) or more
      of
      the capital stock of the Company, by one or more shareholders or individuals
      that pretend to be shareholders of the Company, including the persons that
      are
      defined in the Rules as “Acquiring Group” whether such acquisition is made by
      means of one or more simultaneous or successive transactions of any nature
      through or outside the securities market, directly or indirectly or through
      any
      third person; or (ii) for the case that several shareholders or third parties,
      including the persons defined in the Rules as (“Acquisition Group”), obtain the
      voting right over thirty percent (30%) or more of the capital stock of the
      Company through any mechanism or arrangement for the exercise of voting rights.




19




The
      term
“Shares” shall include the “Securities with Voting Right,” as such term is
      defined in section IX of the rule First of the Rules.




(2)  The
      acquisition of Shares in the terms mentioned in paragraph (i) sub
      item (1) above, that has been previously authorized by at least two-thirds
      of the members of the Board of Directors at least or that is not made pursuant
      to the Rules, will not be registered in the stock registry book of the Company
      and, as a consequence thereof, the Company will not recognize said persons
      as
      shareholders, and therefore, such Shares shall not be entitled to vote at any
      shareholder meeting of the Company, nor its owner shall be able to exercise
      any
      of its corporate rights granted by the General Law of Commercial Companies
      or
      herein granted, including the right to appoint the members of the Board of
      Directors as it may correspond. Likewise, the adoption of any mechanism or
      arrangement to exercise voting rights that results in the obtainment of the
      right of vote in the terms of paragraph (ii) of sub item (1) above,
      that has not been previously authorized by at least two-thirds of the members
      of
      the Board of Directors shall not be recognized by the Company and the persons
      related thereto, shall not be able to exercise their corresponding voting rights
      through such mechanism or arrangement whether at any general shareholders
      meeting or Board of Directors meeting.




(3)  In
      the
      event that for any reason one or more persons mentioned under sub item (1)
      above, acquire Shares or obtain voting rights without the prior favorable
      consent of the Board of Directors as required in sub item (1) above, said
      person or persons shall unconditionally and irrevocably submit to the
      resolutions in such respect by the Board of Directors, which may include among
      others the following: (i) the sale by means of public offering of the
      acquired Shares, or (ii) the rescission of the acquisition of the Shares;
      or (iii) the purchase by means of public offering or directly when
      necessary, of all or part of the remaining Shares of the capital stock of the
      Company by this person or persons following for such effect the mechanisms
      established in the Sixth and Seventh rule of the Rules as such be the case,
      or
      (iv) the rejection of the mechanisms or corresponding arrangements to
      exercise voting rights.




(4)  Independently
      and without prejudice of the foregoing, those persons referred to in sub
      item (1) above, that intend to carry out an acquisition of Shares or the
      adoption of any mechanisms or arrangement to exercise voting rights as mentioned
      in sub item (1) above, shall have to inform the Chairman and secretary of
      the Board of Directors of their intention (the latter being bound to immediately
      notify the situation to all other regular and alternate members of the Board
      of
      Directors) by means of written communication together with all the elements
      related to the proposed transaction, so that a call is made in the terms of
      these by-laws to a Board of Directors meeting to be held within the thirty
      (30)
      days following the date of receipt of the corresponding notice with the purpose
      of informing at such meeting about the above mentioned transaction and
      delivering all elements available in order for the members of the Board of
      Directors to review them and adopt the corresponding resolution according to
      the
      terms of sub item (1) above.




In
      the
      event that the members of the Board of Directors so require, they shall invite
      the interested person or persons to a new special meeting in order to clarify
      the doubts that they may have or to request any additional information that
      may
      be required in order for the Board of Directors to have the necessary elements
      to take a resolution, in the understanding that the Board of Directors must
      adopt the corresponding resolution within the thirty (30) days following the
      date on which said Board of Directors has all the necessary elements for such
      effect. In order for the Board of Directors to resolve favorably any of these
      transactions which must be subject to the Rules, the respective person or
      persons must always request the favorable consent of the Board of Directors
      with
      respect to any additional acquisition of Shares, regardless of the percentage
      of
      the Shares or the adoption of any mechanism or arrangement to exercise voting
      rights different from the ones originally submitted, otherwise said transactions
      will not be recognized by the Company and the corresponding voting rights will
      not be able to be exercised at any general shareholders meetings or Board of
      Directors meetings.




20




The
      Board
      of Directors may analyze the respective transaction with the purpose of adopting
      the corresponding resolution using for such effect, without limitation, the
      following criteria: (i) the characteristics of the interested person or persons,
      such as its citizenship, moral and economic status, activities they engaged
      in,
      etc., (ii) the advantages or disadvantages that their participation will have
      for the Company considering, among others, the effects over the radio license,
      economic competition, etc., and (iii) their experience in the communications
      sector, in particular, radio and publicity.




(5)  All
      Acquisitions of Shares, or adoption of mechanisms or arrangements to exercise
      voting rights, by any shareholder or a third party, including those persons
      defined in the Rules as “Group of Acquirers,” that represent five (5%) or more
      of the capital stock of the Company in one or more transactions, must be
      notified within five (5) working days following its formalization to the
      Chairman and secretary of the Board of Directors (the latter being bound to
      notify immediately in this respect to all the other regular and alternate
      members of the Board of Directors) by means of a written communication which
      must made in accordance with the applicable provisions of the Rules in
      connection with disclosure of acquisition of securities, in order to be
      registered and, therefore acknowledged by the Company.




(t)  In
      general, to carry out all necessary or convenient acts to comply with the
      corporate purpose of the Company and which are not reserved to another body
      in
      accordance with these by-laws or with the law.




NINETEENTH.
      The Board of Directors, in order to perform its obligations, shall have the
      support of one or more Committees established for such purpose. The Committee
      or
      the Committees that develop activities regarding corporate practices and audit
      shall include exclusively independent directors and a minimum of three members
      appointed by the Board, per proposal of the Chairman of said corporate body.
      Should the Company be controlled by one person of group of person who have
      fifty
      percent or more of the capital stock, the Committee of Corporate Practices
      shall
      be created, at least, mostly by independent directors as long as said
      circumstance is disclosed to the public.




Whenever
      for any reason the minimum number of members of the Audit Committee fails to
      be
      satisfied and the Board of Directors has not appointed provisional directors
      in
      accordance with the terms set forth under article twenty-four (24) of the
      Securities Market Law, any shareholder may request that the Chairman of said
      Board call, in a period of three calendar days, a general shareholders meeting
      in order for the same to resolve the corresponding appointment. Should the
      call
      fail to be provided in the corresponding period, any shareholder may request
      that the judicial authority of the Company’s corporate domicile, carry out said
      call. Should the meeting fail to be held or if properly held the appointment
      is
      not resolved thereto, the judicial authority of the Company’s corporate
      domicile, per request and proposal of any shareholder, shall appoint the
      corresponding directors, who shall exercise their office until the general
      shareholders meeting carries out the definitive appointment.




21




TWENTIETH.
      Surveillance of the management, conduction and execution of the Company’s
      business and of its controlled entities, considering the relevance these last
      ones have on the financial, administrative and legal situation of the Company,
      shall be in charge of the Board of Directors through the Corporate Practices
      and
      Audit Committees, as well as through the Company that carries out the external
      audit of the Company, each one within the scope of their corresponding
      authorities, as set forth under the Securities Market Law.




This
      Company is not subject to the terms provided under article ninety-one (91)
      paragraph V of the General Law of Commercial Companies, nor shall articles
      one
      hundred sixty-four (164) to one hundred seventy-one (171), one hundred and
      seventy-two (172), last paragraph, one hundred and seventy-three (173) and
      one
      hundred and seventy-six (176) of said law shall applied thereto.




TWENTIETH-FIRST.
      The Corporate Practices and Audit Committees shall be in charge respectively
      of
      the development of the following activities:




I.  The
      Corporate Practices Committee shall have the following powers:




a)  Provide
      its opinion to the Board of Directors on the matters of their authority pursuant
      to the Securities Market Law.




b)  Request
      the opinion of independent experts in the cases it deems so convenient for
      the
      proper performance of the Committee or when the Securities Market Law or general
      provisions thereto so require.




c)  Call
      to
      shareholders meetings and include in the agenda the items they consider
      appropriate.




d)  To
      assist
      the Board of Directors in the preparation of the reports referred to in article
      twenty-eight (28) section four (IV) subsections d) and e) of the Securities
      Market Law.




e)  All
      others that the Securities Market Law sets forth or that are provided in the
      by-laws of the Company in accordance with the authority that the Securities
      Market Law grants thereto.




II.  The
      Audit
      Committee shall have the following powers:




a)
            Provide
                its opinion to the Board of Directors on the matters of their authority
                pursuant to the Securities Market
                Law.




b)
            Evaluate
                the performance of the entity that provides external audit services
                as
                well as analyze the certification, opinions, reports or information
                that
                is made and issued by the external auditor. To such effect, the Committee
                may request the presence of the auditor when deemed convenient, without
                prejudice that it shall meet with said auditor at least once a
                year.




22




c)
            Discuss
                the financial statements of the Company with those individuals responsible
                for preparing and reviewing them and, based on such analysis, either
                recommend them or not for the approval of the Board of
                Directors.




d)
            Inform
                the Board of Directors of the status of the internal control and
                internal
                audit system of the Company or of its subsidiaries including any
                irregularities found thereto.




e)
            Prepare
                the opinion referred to in article twenty-eight (28) section four
                (IV), subsection c) of the Securities Market Law and submit it for
                the consideration by the Board of Directors for its further submission
                at
                the shareholders’ meeting based, among other things, on the certification
                made by the external auditor. Such opinion shall indicate at
                least:




1.
            If
                the policies and accounting criteria and information followed by
                the
                Company are adequate and sufficient considering the circumstances
                of the
                same.




2.
            If
                said policies and criteria have been consistently applied in the
                information submitted by the Chief Executive
                Officer.




3.
            As
                a consequence of items 1 and 2 abovementioned, the information
                submitted by the Chief Executive Officer reasonably reflects the
                financial
                situation and the results of the
                Company.




f)
            Assist
                the Board of Directors in the preparation of the reports referred
                to in
                article twenty-eight (28) section four (IV) subsection d) and e)
                of the Securities Market Law.




g)
            Supervise
                that the transactions referred to in article twenty-eight (28) section
                three (III) and forty-seven (47) of the Securities Market Law are
                carried
                out pursuant to the terms of said provisions as well as with the
                policies
                deriving therefrom.




In
      relation with the transactions to be undertaken with Related Parties, the
      Committee members shall consider the prices and conditions relevant in the
      corresponding goods and services markets, taking care these are made in terms
      that, in the opinion of said members, are not far from those that would be
      entered with parties that were not Related Parties.




As
      far as
      the sale of commercial radio time to Related Parties, the criteria that shall
      be
      applied by the Committee shall be that of availability, with the purpose of
      assuring that the corresponding radio stations do not have spare capacity,
      even
      in those cases in which the transactions are entered into at prices different
      than market prices.




h)
            Request
                the opinion of independent experts in those cases in which it so
                deems
                convenient for the adequate performance of their functions or when
                required pursuant general provisions set forth under the Securities
                Market
                Law.




i)
            Request
                executive officers or the employees of the Company or of its controlled
                entities reports related to the preparation of the financial information
                and any other that it may deem convenient or necessary for the performance
                of its functions.




23




j)
            Investigate
                any possible breach known to it, to the transactions, guidelines
                and
                operation policies, internal and audit control systems and accounting
                registry, whether of the Company or its controlled entities for which
                it
                shall sample the documents registries, and other evidence in the
                degree
                and extension that may be necessary to perform such surveillance.




k)
            Receive
                observations made by shareholders, directors, executive officers,
                employees and in general, from any third parties with respect to
                the
                matters referred in the above section, as well as to perform the
                actions
                that it deems necessary in relation to such
                observations.




l)
            Request
                periodic meetings with executive officers as well as the delivery
                of any
                type of information related to internal control and internal audit
                of the
                Company or its controlled entities.




m)
            Inform
                the Board of Directors of material irregularities detected as a
                consequence of the performance of their duties and, as the case may
                be, of
                the corrective measures adopted or proposed to be
                applied.




n)
            Call
                shareholders’ meetings and request that the agenda include those items it
                considers pertinent.




o)
            Verify
                that the Chief Executive Officer complies with the resolutions of
                the
                shareholders’ meetings and of the Board of Directors’ meetings pursuant to
                the instructions that in its case are issued by the shareholders’ meeting
                or Board of Directors’ meetings.




p)
            Ensure
                that internal controls and mechanisms are set up to allow the verification
                of the acts and transactions of the Company and its controlled entities
                pursuant to the applicable laws, as well as implementing methodologies
                that allow it to review compliance with the
                above.




q)
            All
                others set forth under the Securities Market Law or that are provided
                for
                under these by-laws pursuant to the authority granted to it by the
                Securities Market Law.




TWENTIETH-SECOND.
      The Chairpersons of the Corporate Practices and Audit Committees respectively,
      shall be appointed and/or removed exclusively by the shareholders meetings.
      Said
      Chairpersons shall not be able to preside over the Board of Directors and shall
      be selected based on their experience, capacity and professional prestige.
      Likewise, they shall prepare an annual report on the activities corresponding
      to
      said Committees and submit it to the Board of Directors. Said report shall,
      at
      least, include the following elements:




I.  The
      report of the Chairman of the Corporate Practices Committee shall include the
      following information:




a)  The
      observations with respect to the performance of executive officers.




b)  The
      operations with related parties during the relevant period, detailing the
      characteristics of relevant operations.




24




c)  The
      economic packages or integral remuneration of the individuals referred to in
      article twenty-eight (28) section three (III) subsection d) of the Securities
      Market Law.




d)  Waivers
      granted by the Board of Directors pursuant the terms of article twenty-eight
      (28) section three (III) subsection f) of Securities Market Law.




II.  The
      annual report of the Chairman of the Audit Committee shall include the following
      information:




a)  The
      status of the internal control and internal audit system of the Company and
      its
      controlled entities, and if applicable, the detail of its deficiencies and
      failures, as well as the matters that require improvement thereto, considering
      the opinions, reports, notices and external audit report, as well as the reports
      issued by the independent experts that provided their services during the period
      covered by the report.




b)  Mention
      and follow-up of the preventive and corrective measures set forth based on
      the
      results of the investigations related with the non-compliance of policies and
      operation guidelines and of accounting registry, whether of the same Company
      or
      its controlled entities.




c)  Evaluation
      of the performance of the Company providing external audit services, as well
      as
      of the external auditor in charge of the same.




d)  The
      description and valuation of additional or complementary services that, if
      applicable, are provided by the Company in charge of carrying out the external
      audit, as well as the ones provided by independent experts.




e)  The
      main
      results of the revisions to the financial statements of the Company and of
      its
      controlled entities.




f)  The
      description and effects of amendments to accounting policies approved during
      the
      period covered by the report.




g)  The
      measures adopted in virtue of the observations considered relevant, performed
      by
      shareholders, directors, executive officers, employees and in general by any
      third party, regarding the accounting, internal controls and related matters
      with the internal audit or external audit, or else, derived from the claims
      carried out based on facts that are considered irregular regarding the
      administration.




h)  The
      follow-up of the agreements of the shareholders’ meetings and Board of
      Directors’ meetings.




For
      the
      preparation of the reports referred under article forty-three (43) of the
      Securities Market Law, as well as of the opinions set forth under article
      forty-two (42) of said Law, the Corporate Practices and Audit Committees shall
      listen to the executive officers; should any different opinion arise regarding
      said executive officers, said differences shall be included in the
      abovementioned reports and opinion.




TWENTIETH-THIRD.
      The members of the Audit and Corporate Practices Committees shall hold their
      office for one year, unless they are substituted by the Board of Directors
      or
      the shareholders meeting, but, in any case, they shall remain on their office
      until the person appointed to substitute them takes possession of said office;
      the members of the Committee may be reelected and shall receive the compensation
      determined by the Board of Directors, or the shareholders meeting if
      applicable.




25




TWENTIETH-FOURTH.
      The Committees shall act as collective bodies. They shall not carry out
      management activities or any activities reserved under the law or pursuant
      to
      these by-laws to the shareholders meeting or Board of Directors. Their
      authorities may not be delegated to individuals, without prejudice that the
      Committee appoints a person for the execution of concrete acts.




TWENTIETH-FIFTH.
      The representative of the external auditor may be called to the meetings of
      the
      Audit Committee, who shall attend to the same with voice but with no vote
      thereto.




TWENTIEHT-SIXTH.
      The Audit and Corporate Practices Committees shall establish a calendar
      according to which they shall meet, and notwithstanding the above, they may
      meet
      at any other time per request thereto by any of its members. The calls to
      meeting of said Committees shall be executed by their Chairman and secretary
      or
      assistant secretary, if applicable, and shall be sent at least five (5) calendar
      days prior to the date of the meeting to the domicile of the members of the
      corresponding Committee or to the place the members themselves establish in
      writing, by electronic mail confirmed by courier with acknowledgement of receipt
      thereto, postage prepaid, or in any other manner that assures the reception
      thereto by its addressee.




TWENTIETH-SEVENTH.
      A minute shall be drafted for each meeting of the Audit and Corporate Practices
      Committees, respectively, which shall include the name of the attendants, the
      corresponding arguments, the manner in which the vote was exercised thereto and
      the resolutions approved. The minutes shall be drafted by the secretary or
      assistant secretary of the same Committee. The resolutions of the Committee
      shall be notified to the Board of Directors.




TWENTIETH-EIGHTH.
      In order for the meetings of the Audit and Corporate Practices Committees to
      be
      valid, the same shall have a quorum of at least the majority of its members.
      The
      Committee shall approve its resolutions by majority of votes
      thereto.




TWENTIETH-NINTH.
      Furthermore, the Board of Directors shall have the support of an Executive
      Committee, which shall be formed by a minimum of five (5) and maximum seven
      (7)
      regular members and, if applicable, the corresponding alternates. The members
      of
      the Executive Committee shall be directors and shall be appointed for said
      office by the general ordinary shareholders meeting, through simple majority
      of
      votes thereto, among the regular and alternate directors that have been
      appointed in said meeting.




Except
      as
      provided under this clause, the Executive Committee shall be formed and shall
      act in accordance with the same rules that are applicable to the performance
      of
      the Board of Directors and shall have those authorities granted thereto by
      the
      general ordinary shareholders meeting, except regarding the authorities provided
      under paragraphs (n), (o) and (q) of clause Eighteenth, which may only be
      exercised by the Board of Directors of the Company.




Members
      of the Executive Committee shall act invariably as a collective body, therefore
      its authorities may not be delegated to individuals, such as directors,
      managers, delegated directors, attorneys-in-fact, or similar, provide , however ,
      that
      said limitation shall not be applied to the execution of concrete acts by
      persons appointed for said purposes by the same Executive Committee at the
      moment of validly approving a resolution.




26




The
      Executive Committee shall notify the Board of Directors with at least three
      (3)
      calendar days prior to the date of any ordinary meeting of the same Board,
      regarding its activities carried out, and shall inform the same Board, within
      three (3) calendar days upon its acknowledgement thereto, of all facts or acts
      that may be transcendental for the Company and that pursuant its opinion so
      require it; and




The
      Executive Committee may appoint a secretary, who shall not be required to be
      a
      director of the Company.




THIRTIETH.
      The activities of management, direction and execution of the Company’s
      businesses and of its controlled entities, shall be the responsibility of the
      Chief Executive Officer, in accordance with the terms set forth under this
      article, subject thereby to the strategies, policies and guidelines approved
      by
      the Board of Directors.




The
      Chief
      Executive Officer, as the fulfillment of his/her functions, shall have the
      broadest authority required to represent the Company regarding acts of
      administration and lawsuits and collections, including special authority that
      may require special clause thereto in accordance with applicable laws. Regarding
      acts of domain, the same shall be subject to the provisions set forth under
      article twenty-eight (28) section seven (VIII) of the Securities Market
      Law.




The
      Chief
      Executive Officer, without affecting the terms previously set forth,
      shall:




I.  Submit
      to
      the approval of the Board of Directors the business strategies of the Company
      and its controlled entities, based on the information these last ones may
      provide thereto.




II.  Comply
      with the agreements of the shareholders meetings and meetings of the Board
      of
      Directors, in accordance with the instructions, that if applicable, are provided
      by the same meeting or the referred Board.




III.  Propose
      to the Audit Committee, the guidelines of the internal control system and
      internal audit system of the Company and its controlled entities, as well as
      execute the guidelines approved for such purpose by the Company’s Board of
      Directors.




IV.  Sign
      the
      relevant information of the Company, along with the executive officers
      responsible for its drafting, in the competent area.




V.  Disclose
      the relevant information and events that shall be disclosed to the public,
      subject to the terms of the Securities Market Law.




VI.  Comply
      with the provisions regarding the execution of acquisition transactions and
      the
      placement of shares of the Company.




VII.  Execute
      on its own or through an authorized delegate, within the scope of his/her
      authority or by virtue of instructions thereto by the Board of Directors, the
      corrective and liability actions that may result applicable.




27




VIII.  Verify
      that the contributions of capital are carried out by the partners, if
      applicable.




IX.  Comply
      with legal requirements, as well as requirements established under the by-laws
      regarding the dividends paid in favor of the shareholders.




X.  Ensure
      that the accounting, registry, filing or information systems of the Company
      are
      maintained.




XI.  Draft
      and
      submit before the Board of Directors the report referred to under article one
      hundred and seventy-two (172) of the General Law of Commercial Companies, except
      for the provisions set forth under paragraph b) of such article.




XII.  Set
      forth
      mechanisms and internal controls that allow to verify that all acts and
      transactions of the Company and its controlled entities, have complied with
      applicable regulations, as well as follow-up on the results of said mechanisms
      and internal controls and take all measures that may result necessary
      thereto.




XIII.  Execute
      liability actions that the Securities Market Law refers to, against related
      persons or third parties that may have caused a damage to the Company or its
      controlled entities or entities in which the Company has significant influence,
      except if said damage is not deemed relevant by the Board of Directors of the
      Company and prior opinion from of the Committee in charge of audit.




XIV.
      All
      other as provided under the Securities Market Law or under the Company’s
      by-laws, in accordance with the functions set forth thereto by the Securities
      Market Law.




THIRTIETH-FIRST.
      The Chief Executive Officer in order to exercise his functions and activities,
      as well as to duly comply with the obligations that this or any other laws
      provides, thereto, shall receive support from the executive officers appointed
      thereto and of any employee of the Company or its controlled
      entities.




The
      Chief
      Executive Officer, on the management, direction and execution of the Company’s
      businesses, shall provide whatever is necessary in order for its controlled
      entities to comply with the terms set forth under article thirty-one (31) of
      the
      Securities Market Law.




Reports
      regarding financial statements and financial, administrative, economical and
      legal information referred to under article one hundred and four (104) of the
      Securities Market Law, shall be executed, at least, by the Chief Executive
      Officer and all other executive officers that are in charge of the finance
      and
      legal areas or their equivalents, within the scope of their corresponding
      authorities.




Furthermore,
      this information shall be submitted to the Board of Directors for its
      consideration, and if applicable, for its approval with the supporting documents
      thereto.




THIRTIETH-SECOND.
      The Chief Executive Officer and all other executive officers shall be subject
      to
      the terms provided under article twenty-nine (29) of the Securities Market
      Law,
      regarding their corresponding authorities, therefore the same shall respond
      for
      all damages arising from the activities that correspond to them. Furthermore,
      liability exclusions and limitations provided under articles thirty-three (33)
      and forty (40) of the Securities Market Law shall result applicable
      thereto.




28




Likewise,
      the Chief Executive Officer and all other executive officers shall be liable
      of
      all damages caused to the Company or to its controlled entities in virtue
      of:




I.  The
      failure to take care in a timely and diligent manner, in virtue of causes
      imputable thereto, of the requests of information and documents that within
      their authorities are required by the directors of the Company.




II.  Submitting
      or disclosing, knowingly, false information or which induces to
      error.




III.  The
      occurrence of any of the conducts provided under articles thirty-five (35),
      sections III and IV to VII and thirty-six (36) of the Securities Market Law,
      apply thereto the terms provided under article thirty-seven (37) to thirty-nine
      (39) of the Securities Market Law.




**TITLE
      EIGHTH**




**SHAREHOLDERS
      MEETING**




THIRTIETH-THIRD.
      The shareholders’ meeting is the supreme body of the Company and its resolutions
      shall be binding for all shareholders even for those absent or dissident
      thereto.




THIRTIETH-FOURTH.
      Shareholders’ meeting shall be ordinary, extraordinary and special and each of
      them shall deal with the following matters:




(a)  Ordinary
      meetings shall meet to deal with any of the matters referred to in articles
      one
      hundred and eighty (180) and one hundred and eighty-one (181) of the General
      Law
      of Commercial Companies and all other matters contained in the agenda and which
      in accordance with the law or these by-laws are not expressly reserved to an
      extraordinary or special shareholders’ meeting.




Also
      to
      be submitted for the consideration of the ordinary general shareholders’
meeting, for each fiscal year, the maximum amount of resources that the Company
      can use for the purchase of its own shares a report regarding the behavior
      of
      the purchase and sale of its own shares, and another report of the performance
      of the Audit Committee, without applying the prohibition set forth under the
      first paragraph of article one hundred and thirty-four (134) of the General
      Law
      of Commercial Companies, and in compliance with the terms provided under article
      fifty-six (56) of the Securities Market Law.




(b)  Extraordinary
      meetings shall be those held to deal with any of the matters set forth under
      articles one hundred and eighty-two (182) of the General Law of Commercial
      Companies.




(c)  Those
      meetings held to deal with matters of the exclusive interest of a special series
      of shares shall be special shareholders’ meetings. Also, those meetings held by
      the shareholders holding shares of limited voting rights or shares with
      restricted vote that the Company may issue, to deal with matters that correspond
      to them according to these by-laws shall also be special shareholders’ meetings.
      These meetings must be held at least once a year prior to the holding of the
      annual general ordinary shareholders’ meeting.




29




THIRTIETH-FIFTH.
      Shareholders’ meetings shall be subject to the following rulings:




(a)  Except
      for provisions otherwise contained herein, shareholders’ meetings may be held
      when deemed convenient by the Board of Directors, through its Chairman, regular
      or alternate secretary, or at the request of shareholders holding shares which,
      at least, represent ten percent (10%) of the capital stock of the Company
      represented by voting shares, including those of limited or restricted voting
      rights or by any shareholder in the events provided for by article one hundred
      and eighty-five (185) of the General Law of Commercial Companies.




(b)  General
      ordinary meetings must be held at least once every year within the four months
      following the end of each fiscal year in order to comply with provisions set
      forth under the General Law of Commercial Companies; additionally it shall
      meet
      to approve the transactions the Company or its controlled entities wish to
      carry
      out, in a period of a fiscal year, whenever they represent twenty percent or
      more of the consolidated assets of the Company based on figures that correspond
      to the end of the immediately preceding quarter, independently of the manner
      in
      which they are executed, whether simultaneously or successively, but which
      in
      virtue of its characteristics may be considered as one sole
      transaction.




At
      such
      meeting all shareholders that owe shares with voting rights, even limited or
      restricted voting rights, may be able to vote.




From
      the
      moment of the call’s publication for the shareholders’ meeting and until the
      date set forth for the execution of the meeting, it shall be available for
      all
      shareholders, during business days and hours, immediately and free of any
      charge, the information and documents related with each one of the matters
      set
      forth under the agenda.




(c)  All
      shareholders’ meetings shall be held at the domicile of the Company, except for
      an act of God or force majeure, but in any case within the national
      territory.




(d)  The
      call
      for any meeting shall be made by the Board of Directors through its Chairman,
      regular or alternate secretary, in accordance with the provisions of article
      one
      hundred and sixty-eight (168), one hundred and eighty-four (184) and one hundred
      and eighty-five (185) of the General Law of Commercial Companies.




(e)  The
      call
      shall be published in the Official Gazette of the Federation which shall be
      considered the official newspaper of the domicile of the Company or in a
      newspaper having a wide circulation at the corporate domicile of the Company,
      at
      least fifteen (15) calendar days in advance to the date of such
      meeting.




(f)  The
      call
      shall contain, at least, the date, hour and place for the meeting, as well
      as
      the agenda therefore and shall be signed by the chairman or the regular or
      alternate secretary of the Board of Directors or in the absence thereof, by
      a
      competent judge according to the provisions of articles one hundred and
      sixty-eight (168), one hundred and eighty-four (184) and one hundred and
      eighty-five (185) of the General Law of Commercial Companies.




30




(g)  Any
      shareholders meeting may be held without the need of prior call if shareholders
      holding or representing all the shares entitled to vote at such meeting are
      present or represented at the time of voting or when it continues from one
      held
      before in the events provided for in article one hundred and ninety-nine (199)
      of the General Law of Commercial Companies.




(h)  Any
      shareholder may be represented at any shareholders meeting by the person
      appointed in writing as attorney-in-fact. The persons that attend on behalf
      of
      the shareholders in the meetings, shall evidence their capacity by means of
      a
      proxy granted under the templates drafted by the Company pursuant the terms
      provided under the Securities Market Law, which shall comply with the following
      requirements: (i) provide in a clear manner the name of the Company as well
      as the respective agenda, (ii) contain space for the instructions that the
      grantor will provide for the exercise of this power of attorney. The above
      mentioned formats will be available to the shareholders or their representatives
      at the offices of the Company on business days and hours, since the date of
      the
      publication of the call for any type of meeting. The secretary of the Board
      of
      Directors of the Company must verify compliance with the forgoing, and shall
      inform on that regard to the meeting, of which reference shall be made in the
      respective minutes.




(i)  Except
      in
      the event of a judicial order otherwise, the Company shall only acknowledge
      as
      shareholders those individuals or corporations whose names are written in the
      registry of shares or who evidence their capacity as shareholders by complying
      with the provisions of article two hundred and ninety (290) of the Securities
      Market Law.




The
      registry of shares shall be considered closed three (3) calendar days before
      the
      date fixed for the holding of the meeting even though the meeting is adjourned
      for any reason.




(j)  General
      ordinary and extraordinary shareholders meetings shall be presided over by
      the
      Chairman of the Board of Directors, assisted by the regular or alternate
      secretary thereof and in the absence of any of them, those directors appointed
      by the meeting by a simple majority, vote shall act on their behalf as Chairman
      or secretary, as the case may be. Special Shareholders’ meetings shall be
      presided over by the shareholder or representative of the shareholder appointed
      by a simple majority vote by the shareholders attending such special
      meeting.




(k)  Before
      the meeting is convened, the person presiding over it shall appoint from among
      the members thereof one or more tellers to count the shares represented at
      the
      meeting, who shall verify and certify the capacity as shareholder of the Company
      or as representative of the shareholder of the attending parties and the number
      of votes each of them is entitled to cast.




(l)  At
      the
      request of shareholders with voting rights, including, shares with limited
      or
      restricted voting rights representing ten percent (10%) of the shares
      represented at the meeting, the meeting may be adjourned by three (3) business
      days, without the need of a new call, regarding any matter that said group
      of
      shareholders considers it is not duly apprised of, this right may be exercised
      just once for the same matter.




(m)  For
      a
      general ordinary shareholders meeting held due to first call to be legally
      convened, at least fifty percent (50%) of Series “A” shares must be represented
      thereat. Regarding the second or ulterior call, the general ordinary
      shareholders meeting shall be considered validly convened whichever the number
      of Series “A” shares therein is represented.




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(n)  To
      consider that a general extraordinary shareholders meeting is duly convened
      to
      deal with matters with respect to which holders of shares with limited or
      restricted voting rights issued by the Company, are not entitled to vote, held
      due to the first call, at least seventy-five percent (75%) of Series “A” shares
      must be represented thereat. Regarding the second or ulterior call, a general
      extraordinary shareholders meeting of the kind referred to in this paragraph
      shall be considered legally convened if attended by at least fifty percent
      (50%)
      of Series “A” shares.




(o)  For
      a
      general extraordinary shareholders’ meeting to be considered legally convened to
      deal with matters with respect to which holders of Shares of limited or
      restricted voting rights issued by the Company, shareholders are entitled to
      vote, held due to first call, at least seventy-five percent (75%) of the capital
      stock must be represented thereat. A general extraordinary shareholders’ meeting
      of the kind referred to in this paragraph shall be considered legally convened
      in second or ulterior call if attended by at least fifty percent (50%) of the
      capital stock.




(p)  Once
      the
      existence of a quorum to hold the respective meeting has been proven, the person
      presiding over it shall declare it legally convened and shall submit to its
      consideration the items of the agenda.




(q)  All
      voting shall be by show of hands unless the attending members representing
      at
      least the majority of all shares issued and outstanding resolve that the vote
      be
      secret.




(r)  Shareholders
      are entitled to cast a vote for each share at any ordinary, extraordinary or
      special shareholders’ meeting.




(s)  For
      the
      validity of the resolutions adopted at a general ordinary shareholders’ meeting
      held due to first or ulterior call, the vote of at least the majority of the
      shares represented at the meeting shall be required.




(t)  For
      the
      validity of the resolutions adopted at a general extraordinary shareholders
      meeting held due to first or ulterior call, the vote of at least fifty (50%)
      of
      the outstanding shares entitled to vote at the meeting in question.




(u)  Special
      shareholders’ meetings shall be subject to the same attendance and voting
      quorums required for the general extraordinary shareholders
      meetings.




(v)  Pursuant
      terms provided under article thirty-eight (38) second section of the Securities
      Market Law, all shareholders that, individually or jointly, own shares with
      voting rights, even limited or restricted, that represent five percent (5%)
      or
      more of the capital stock of the Company, may execute directly the civil
      responsibility action against members and secretary of the Board of Directors,
      as well as regarding executive officers of the Company.




The
      claimant may compromise on trial the amount of the indemnity for damages as
      long
      as he previously submits for the approval of the Board of Directors of the
      Company the terms and conditions of the corresponding judicial agreement
      thereto. Should said formality fail to be met it would cause relative
      nullity.




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The
      exercise of the actions referred under this clause shall not be subject to
      compliance of requirements set forth under articles one hundred and sixty-one
      (161) and one hundred and sixty-three (163) of the General Law of Commercial
      Companies. In any case, said actions shall include the total amount of the
      responsibilities in favor the Company or its controlled entities or in which
      it
      has a significant influence and not only the personal interest of
      claimants.




The
      action referred under this clause shall be independent of all other actions
      that
      may be exercised by the entities or shareholders of the same in accordance
      with
      provisions set forth under article one hundred and sixty-one (161) and one
      hundred and sixty-three (163) of the General Law of Commercial
      Companies.




Actions
      that are intended to enforce responsibility pursuant the terms of this clause,
      shall prescribe in five years computed from the date in which the act or fact
      that caused the corresponding economical damage was carried out.




(w)  The
      holders of the shares with voting rights shares, including with limited or
      restricted voting rights that represent at least twenty percent (20%) of the
      capital stock shall be entitled to judicially oppose to the resolutions of
      the
      shareholders general meetings, with respect to which they have voting rights
      without applying the percentage set forth under article two hundred and one
      (201) of the General Law of Commercial Companies.




(x)  The
      person acting as secretary shall draft minutes from each shareholders meeting,
      which shall be contained in the respective minutes book and which shall be
      signed, at least, by the Chairman and the secretary in office, as well as by
      the
      Chairman of the Audit Committee. Likewise, the secretary of the meeting shall
      prepare a file containing:




(i)
            A
                copy of the newspapers where the call was published, if
                any;




(ii)
            The
                powers-of-attorney which had been submitted or a summary thereof
                certified
                by the teller or tellers together with the attendance list and the
                documents evidencing the shareholding of the
                attendance;




(iii)
            The
                reports, information and all other documents submitted to the meeting;
                and




(iv)
            A
                copy of the minutes of the meeting.




(y)  If
      for
      any reason a legally called meeting is not convened, or if it is convened but
      the necessary quorum to take resolutions does not exist, this fact and the
      reason therefore shall be evidenced in the minutes book forming a file in
      accordance with section (x) above.




**TITLE
      NINTH**




**FISCAL
      YEAR, FINANCIAL STATEMENTS, ALLOCATION OF**




**LOSSES
      AND PROFITS AND RESERVES**




THIRTIETH-SIXTH.
      The fiscal year of the Company shall start on the first (1st) day of January
      and
      shall end on the thirty-first (31st) day of December of each year, exception
      made of the last fiscal year which shall start on the first day of January
      of
      the respective year to the date on which this Company ceases its existence
      for
      any reason.




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THIRTIETH-SEVENTH.
      At the end of each fiscal year the report referred under article one hundred
      and
      seventy-two (172) of the General Law of Commercial Companies must be completed
      within the three (3) months following the end of each fiscal year. From the
      net
      profits that result once the balance has been approved by the shareholders
      meeting, the following distribution shall be carried out:




a)
            At
                least five percent shall be separated for a legal reserve fund, in
                accordance with terms provided under article twenty (20) of the General
                Law of Commercial Companies.




b)
            Any
                other amount in order to create any other fund approved by the general
                shareholders meeting shall be separated;
                and




c)
            The
                shareholders meeting shall agree the manner to dispose of the remaining
                profits.




All
      dividends not collected within five years computed as of the date in which
      its
      payment was enforceable shall be considered as waived and prescribed in favor
      of
      the Company in accordance with valid laws thereto.




THIRTIETH-EIGHTH.
      Shareholders shall only be liable for the amount of their contributions to
      the
      Company. Should any losses exist thereto, the same shall be absorbed firstly
      by
      legal reserve funds and special provisions; should the same fail to exist or
      to
      be sufficient, by the stock reserve fund and once the same is finished they
      shall be covered by the capital stock.




THIRTIETH-NINTH.
      Founders of the Company do not reserve any special participation in the profits
      of the Company.




**TITLE
      TENTH**




**DISSOLUTION
      AND LIQUIDATION OF THE COMPANY**




FORTIETH.
      The Company shall be dissolved in the events listed in article two hundred
      and
      twenty-nine (229) of the General Law of Commercial Companies.




FORTIETH-FIRST.
      The liquidation of the Company must be subject to the provisions of Chapter
      Eleventh (XI) of the General Law of Commercial Companies. The extraordinary
      shareholders meeting resolving the dissolution of this Company shall determine
      the number of liquidators and how they shall act.




FORTIETH-SECOND.
      During the liquidation process of the Company, the liquidators shall have the
      same authority and obligations the Board of Directors of the Company has during
      the normal term or existence of the Company.




FORTIETH-THIRD.
      While the appointment of liquidators has not been registered in the Public
      Registry of Commerce and they have not taken office, the Board of Directors
      and
      the officers of the Company shall continue in office, only for the purposes
      of
      article two hundred and forty-two (242) of the General Law of Commercial
      Companies, but they may not start new operations.




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**TITLE
      ELEVENTH**




**CANCELLATION
      OF THE SHARES REGISTRY BEFORE THE NATIONAL REGISTRY OF SECURITIES**




FORTIETH-FOURTH.
      In the event of cancellation of the Company’s shares registry at the National
      Registry of Securities the procedure provided under article one hundred and
      eight (108) of the Securities Market Law shall be met.




FORTIETH-FIFTH.
      In the event of cancellation of the Company’s shares registry before the
      National Registry of Securities, either by request of the Company itself or
      by
      resolution taken by the National Banking and Securities Commission under the
      terms of the Securities Market Law, prior to cancellation, the shareholders
      holding the majority of the ordinary shares or that are entitled to, pursuant
      any title thereto, to impose decisions in the general shareholders meeting
      or of
      appointing the majority of the members of the Board of Directors of the Company
      the (“Controlling Shareholders”) shall make a tender offer for the shares.




In
      the
      event that, after the tender offer has been made and prior to the cancellation
      of the shares registry before the National Registry of Securities, the
      Controlling Shareholders holding the control of the Company fail to acquire
      one
      hundred percent (100%) of the paid-in capital, they shall place in trust for
      a
      minimum period of six (6) months the necessary funds for the exclusive purpose
      to buy at the same price the shares of those investors that did not attend
      to
      the offer. The terms and conditions of the above-mentioned trust, must be
      disclosed in the corresponding booklet.




The
      tender offer referred to in the above-mentioned paragraphs shall be carried
      out
      at least at the higher price of either the quotation value at the Mexican Stock
      Exchange, in accordance with the following paragraph, or the book value of
      the
      share, pursuant to the last quarterly report filed before the National Banking
      and Securities Commission and the Mexican Stock Exchange prior to the offer,
      except when said value has been modified pursuant to the criteria applicable
      to
      determining the relevant information, in which case, the most recent financial
      information available to the issuer shall be taken into account and a
      certificate shall be submitted form an officer of the issuer duly authorized
      regarding the book value computation thereto.




The
      quotation value before the Mexican Stock Exchange shall be the average price
      for
      the trading volume that has been carried out during the last thirty (30) days
      in
      which the shares of the issuer have been traded, prior to the date of the offer,
      during a period that cannot exceed six (6) months. In the event that the period
      in which the shares were traded is less than thirty (30) days, the actual number
      of days in which the shares were traded will be taken into account. If the
      shares are not traded within such period, the book value of the shares will
      be
      used.




In
      the
      event that the offer involves more than one series of shares, the average
      mentioned in the preceding paragraph shall be determined for each series of
      shares to be cancelled, taking as the quotation value for the purchase offer
      of
      all series the higher average.




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The
      Board
      of Directors of the Company, no later than on the tenth business day following
      the date of the tender offer, shall provide, considering the Corporate Practices
      Committee’s opinion, and disclosing to public investors through the Mexican
      Stock Exchange and pursuant to the terms and conditions set forth by said body,
      its opinion regarding the price of the offer and the conflicts of interest
      that,
      if applicable, each one of its members has regarding the offer. The opinion
      of
      the Board of Directors may be provided jointly with another opinion issued
      by an
      independent expert hired thereto by the Company. Also, members of the Board
      of
      Directors and the Chief Executive Officer of the Company, shall disclose to
      the
      public, along with said opinion, the decision they will resolve upon regarding
      their securities.




In
      the
      event that Controlling Shareholders obtain the consent of shareholders
      representing at least ninety-five percent (95%) of the capital stock of the
      Company, by a resolution adopted at a shareholders meeting, and the price
      offered for the shares in accordance with this clause Fortieth Fifth is less
      than three hundred thousand (300,000) investment units, it will not be necessary
      for the Controlling Shareholders to conduct a tender offer in order to carry
      out
      the registry cancellation. The above-mentioned terms, in the understanding
      that
      in order to request and obtain the cancellation, the issuer shall create the
      trust referred to under the second paragraph of this clause and must notify
      the
      cancellation and creation of the trust through “SEDI.”





The
      terms
      provided herein shall also be applicable to the ordinary participation
      certificates representing the share as well as to the certificates
      representative of two (2) or more shares of one or more series of shares of
      the
      issuer thereto.




Controlling
      Shareholders may request authorization from the National Banking and Securities
      Commission, considering the financial situation and estimations of the issuer,
      to use a different basis for the determination of the price in accordance with
      terms set forth under the third paragraph herein, provided that the consent
      of
      the Board of Directors is granted along with the prior favorable opinion of
      the
      Corporate Practices Committee containing the reasons for establishing a
      different purchase price, together with the report of an independent expert
      evidencing that the price is reasonable.




In
      order
      to amend this clause, it will require the vote of at least ninety-five percent
      (95%) of the capital stock and the prior approval of the National Banking and
      Securities Commission.




**TITLE
      TWELFTH**




**LEGISLATION
      AND JURISDICTION**




FORTIETH-SIXTH.
      For the construction and compliance of these by-laws, the shareholders expressly
      submit themselves to the jurisdiction of the Courts of Mexico City, Federal
      District, and therefore waive any other jurisdiction that could correspond
      thereto by virtue of domicile. Likewise, regarding all terms that were not
      expressly provided herein, the provisions of the General Law of Commercial
      Companies shall supplementary apply as well as all other applicable
      laws.




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