**Exhibit
                          3.2****Bancomer**
                      F/23020-1*Servicios*
  **TRUSTEE
            REPLACEMENT AGREEMENT FOR THE REVOCABLE TRUST ADMINISTRATION AGREEMENT
            NUMBER
            F/23020-1 SIGNED BY AND BETWEEN THE FOLLOWING IN THEIR CAPACITY AS TRUSTORS:
            MRS. MARÍA ESTHER AGUIRRE GÓMEZ, FRANCISCO DE JESÚS AGUIRRE GÓMEZ, ANA MARÍA
            AGUIRRE GÓMEZ, MARÍA ADRIANA AGUIRRE GÓMEZ, CARLOS DE JESÚS AGUIRRE GÓMEZ,
            RAFAEL FELIPE DE JESÚS AGUIRRE GÓMEZ, AND JOSÉ MANUEL AGUIRRE GÓMEZ (HEREAFTER
            THE TRUSTORS); and**
 **BBVA
          BANCOMER SERVICIOS S.A. A MULTIPLE BANKING INSTITUTION, BBVA BANCOMER FINANCIAL
          GROUP, TRUSTS OFFICE, (AS SUCCESSOR IN INTEREST FOR BANCOMER S.A.), AS
          REPLACED
          TRUSTEE (HEREAFTER THE REPLACED TRUSTEE) REPRESENTED HEREIN BY THEIR DELEGATE
          TRUSTEES, ROSA ELENA SORIA PRADO AND NATALIA PINEDA
          ARCHUNDIA.**
 **AND
        LASTLY IXE BANCO, S.A., A MULTIPLE BANKING INSTITUTION, IXE FINANCIAL GROUP,
        TRUSTS DIVISION, AS REPLACING TRUSTEE (HEREAFTER THE REPLACING TRUSTEE)
        REPRESENTED HEREIN BY ITS DELEGATE TRUSTEE IDALIA MORALES LEVER, AND BY ARMANDO
        JORGE RIVERO LAING, LEGAL DIRECTOR, WHEREIN THE FOLLOWING BACKGROUND,
        REPRESENTATIONS AND CLAUSES ARE SET OUT:**
  **B
          A C K G R O U N D**
  Whereas:
 
 **FIRST.** that
            On
            April 24, 1992, María Esther Gómez Tovar, María Esther Aguirre Gómez, Francisco
            de Jesús Aguirre Gómez, Ana María Aguirre Gómez, María Adriana Aguirre Gómez,
            Adrian Aguirre Gómez, María Guadalupe Aguirre Gómez, María Elena Aguirre Gómez,
            Carlos de Jesús Aguirre Gómez, Rafael Felipe de Jesús Aguirre Gómez, María
            Trinidad Aguirre Gómez and José Manuel Aguirre Gómez in their capacity as
            Trustors (hereafter Trustors) signed a trust agreement with BANCOMER,
            S.A., a
            Multiple Banking Institution, Financial Group (now as their successor
            in
            interest BBVA Bancomer Servicios S.A., a Multiple Banking Institution,
            Financial
            Group BBVA Bancomer, Trusts Office) in its capacity as trustee (hereafter
            the
            Trustee), said trust being assigned the number F/23020-1 (hereafter the
            Trust),
            for the purpose of creating a revocable administrative trust, the basic
            purpose
            of which was to purchase or alienate shares in those trading companies
            indicated
            in writing by the Trustors to the Trustee.
  **SECOND.** on
            September 2, 1992, the Trustors and the Trustee signed an Amended
            Agreement.
 
 **THIRD.** On May
            18, 1993, the Trustors and the Trustee signed a SECOND amended
            agreement which amended the Trust in its entirety, the participants in
            this
            second amended agreement being the following: María Esther Aguirre Gómez,
            Francisco de Jesús Aguirre Gómez, Ana María Aguirre Gómez, María Adriana Aguirre
            Gómez, Adrian Aguirre Gómez, María Guadalupe Aguirre Gómez, María Elena Aguirre
            Gómez, Carlos de Jesús Aguirre Gómez, Rafael Felipe de Jesús Aguirre Gómez,
            María Trinidad Aguirre Gómez, and José Manuel Aguirre Gómez in their capacity as
            Trustors A and Beneficiaries A, and María Esther Gómez Tovar de Aguirre as
            Trustor and Beneficiary B.
  1
  **FOURTH.** On
            September 14, 1993, the Trustors and the Trustee signed a THIRD amended
            agreement in which certain clauses were added and certain resolutions
            of the
            Technical Committee were adopted.
 
 **FIFTH** .
            On June
            15, 1994, the Trustors and the Trustee signed a FOURTH amended agreement
            in
            which they agreed that the Trust would incorporate funds obtained from
            credits
            or loams that the Trust received with the exception of those credits
            or loans
            that were contracted for the account of the Trustors and
            Beneficiaries.
 
 **SIXTH.** On
            January 22, 1998 the Trustor and the Trustee signed a “COMPULSA” [authentic
            legalized certified copy] to be made of the trust agreement.
 
 **SEVENTH.** At a
            session of the Technical Committee of the trust on May 24, 1999, a resolution
            among others was taken to modify the clauses of the trust and approve
            the
            donation which is described in the following paragraph:
 
 **EIGHTH.** At a
            session of the Technical Committee of the trust on May 25, 1999, a resolution
            among others was taken to modify the clauses of the trust and approve
            the
            donation which is described in the following paragraph:
 
 **NINTH** .
            At a
            session of the Technical Committee of the Trust held on April 5 of the
            year
            2000, it was agreed to authorize among other things the donation given
            by María
            Esther Gómez de Aguirre of all the beneficiary rights corresponding to her in
            the assets thereof to María Esther, Francisco de Jesús, Ana María, María
            Adriana, Carlos de Jesús, Rafael Felipe de Jesús and José Manuel, all with the
            last name of Aguirre Gómez. This donation was given by public deed number
            107,457 dated April 5 of that year, formalized before the same notary
            as the
            previous ones. By virtue of this donation, María Esther Gómez Tovar de Aguirre
            ceased being the Trustor, Beneficiary B of this trust.
 
 **TENTH.** At a
            session of the Technical Committee of the Trust held on May 26, 2000,
            it was
            agreed unanimously to amend the trust agreement to update it with regard
            to the
            parties involved therein, to reflect the donations described in the sections
            above and to reflect compliance with obligations with regard to Adrian,
            María
            Elena, María Trinidad and María Guadalupe, all having the last name Aguirre
            Gómez, which to date have been fulfilled.
 
 **ELEVENTH.** Bancomer, S.A., Trusts Office, as the trustee in the trusts 23020-1 and
            29307-6
            signed, for the order and account of the trustors and beneficiaries of
            these
            trusts, a loan agreement and a first amended agreement with the National
            Bank of
            Mexico S.A. Multiple Banking Institution, a member of the Banamex-Accival
            Financial Group (Banamex) in UDIs ( INVESTMENT
            UNITS) (the
            Banamex loan) the balances of which have been settled to date.
 
 **TWELFTH.** That in
            order to guarantee each and every one of the obligations under the Banamex
            loan,
            a *caución
            bursátil* [security
            device designed to create a lien on publicly traded securities],
            was created, the subject of which was a certain number of CPO's [common
            share
            certificates].
  2
 **THIRTEENTH.** That
            Bancomer S.A. Trusts Office, as trustee of trust 23020-1 signed, for
            the order
            and account of any of the trustors and beneficiaries of the trust, a
            loan
            agreement with Custodial Trust Company, the balance of which to date
            has been
            settled (the Custodial Loan).
 
 **FOURTEENTH.** On May
            26, 2000, the Trustors and Trustee signed a FIFTH amended Agreement which
            amended the Trust in its entirety.
 
 **FIFTEENTH.** On
            December 21, 2004, the Trustors and the Trustee signed a SIXTH amended
            Agreement
            which amended the contents of the following clauses of the Trust: the
            Thirteenth, the Fourteenth and the Eighteenth clauses.
 
 **R
            E P R E S E N T A T I O N S**
 
 **I.**  **The
            Trustors and Beneficiaries state the following:**
 
 a)  That
            they
            have the necessary and sufficient powers to sign this Agreement.
 
 b)  That
            the
            trustee was requested via a letter of instruction on December 22, 2006,
            a copy
            of said letter being attached hereto as Annex A, to agree for the purpose
            of
            protecting their interests to be replaced in their position as Trustee,
            beginning on the signature date of this Agreement, by Ixe Banco S.A.,
            a Multiple
            Banking Institution, the Ixe Financial Group, Trusts Division, which
            would
            thereafter act in the Trust Agreement in the capacity of Replacing
            Trustee.
 
 c)  That
            they
            are satisfied with each and every one of the operations that the Trustee
            carried
            out in compliance with the purposes of the trust as well as all legal
            actions
            that were carried out, expressly approving and confirming those operations
            and
            releasing the Trustee from any responsibility in that respect.
 
 d)  That
            they
            wish to sign this Trustee Replacement Agreement, designating Ixe banco
            S.A., a
            Multiple Banking Institution, the Ixe Financial Group, Trusts Division,
            as
            Replacing Trustee for BBVA BANCOMER SERVICIOS S.A., Multiple Banking
            Institution, BBVA Financial Group, Trusts Division in the Trust Agreement
            referred to in Background section One above.
 
 e)  That
            as a
            consequence thereof, the Replaced Trustee with this deed conveys to the
            Replacing Trustee the assets of the trust which are set out in Annex
            B of this
            Agreement, duly signed by the parties and forming an integral part
            thereof.
 
 **II.**  **The
            Replaced Trustee declares through its delegate trustees
            that:**
 
 a)  It
            is a
            Credit Institution formed under the laws of Mexico and is duly empowered
            to
            carry out, among others, fiduciary operations per the terms of section
            XV of
            Article 46 of the Law of Credit Institutions.
 
 b)  Its
            Delegate Trustees have all powers needed to enter into binding agreements
            per
            the terms of this instrument in accordance with public deeds numbers **85,397
            dated February 7, 2006 and 81,315 dated October 27, 2004** ,
            respectively, formalized by **Notary
            Public Carlos de Pablo Serna, Notary Public number 137 of the Federal
            District** ,
            powers
            which have not been revoked or modified in any way.
  3




c)  It
        has
        periodically submitted to the Trustors, during the time it acted as Trustee,
        the
        corresponding account statements for the financial and accounting transactions
        of the trusy assets, which were approved by those same Trustors.
 
 d)  On
        December 22, 2006 the Trustors received instruction in writing to take the
        steps
        necessary to be replaced as Trustees in the Trust as referred to in Background
        section One of this Agreement, stating that they were in Agreement as far
        as
        executing this Trustee Replacement Agreement.
 
 **III.**  **The
        Replacing Trustee states through its Delegate Trustees
        that:**
 
 a)  The
        Principal is a *Sociedad
        Anónima* [Corporation], a Multiple Banking Institution formed under the laws of Mexico,
        duly empowered to carry out among others fiduciary operations per the terms
        of
        section XV of Article 46 of the Law of Credit Institutions.
 
 b)  It
        agrees
        to carry out the responsibility conferred upon it herein by the Trustors,
        for
        which reason it is appearing to sign this Replacement Agreement in its capacity
        as Replacing Trustee.
 
 c) It
        recognizes the content and legal scope of the trust to which the background
        section of this agreement refers.
 
 d) Its
        representatives have the powers needed to sign this Agreement, offering proof
        of
        these powers with public deed number 97,506 dated July 10, 2003 formalized
        by
        Cecilio González Márquez, Notary Public number 151 of the Federal District, duly
        entered in the Public Register of Trade of the Federal District under commercial
        folio number 193,508 dated July 25, 2003, stating that its powers have not
        been
        revoked, limited or amended in any way.
 
 e) It
        has
        received from the Trustors a request to act as Replacing Trustee in the trust
        to
        which the Background section One of this Agreement refers, stating that it
        agrees to take on the responsibility conferred upon it herein.
 
 In
        view
        whereof, the parties herewith enter into a binding agreement comprising the
        following
 
 **C
        L A U S E S**
 
 **FIRST.** BBVA
        BANCOMER SERVICIOS, SOCIEDAD ANÓNIMA, MULTIPLE BANKING INSTITUTION, FINANCIAL
        GROUP BBVA BANCOMER in its capacity as REPLACED TRUSTEE, by instructions
        formalized in this deed by the Trustors, and IXE
        BANCO, SOCIEDAD AN Ó NIMA,
        MULTIPLE BANKING INSTITUTION, IXE FINANCIAL GROUP, TRUSTS DIVISION in its
        capacity as Replacing Trustee, agree that the latter shall replace the former
        as
        Fiduciary Institution in the Trust Agreement cited in the Background section
        One
        of this Agreement.
  4




**SECOND.** The
        Replacing Trustee, through its Delegate Trustees, accept the responsibility
        conferred upon it, assuming herein all powers and obligations pertaining
        to
        their role as Replacing Trustee, starting from the date this Agreement is
        signed, per the terms and conditions agreed upon in the Trust and in those
        Agreements amending the trust cited in the Background section One of this
        Agreement.
 
 For
        the
        purposes of registration of the Replacing Trustee, from this time on the
        Trust
        shall be identified and registered under number F/632.
 
 **THIRD.** **ON
        THE CONVEYANCE OF THE PROPERTY.** As a
        consequence of this Agreement, the Replaced Trustee shall convey in this
        act to
        the Replacing Trustee, who shall to its satisfaction receive, the total sum
        of
        the assets of the Trust, that have been accounted for and recorded to date
        in
        the Trust Agreement F/23020-1, on the date of signature of this Agreement,
        said
        assets being detailed in **Annex
        “B”** of this
        Agreement, duly signed by the parties, and forming an integral part
        thereof.
 
 This
        conveyance shall be carried out by electronic transfer **to
        checking account number 12233188 in the name of** **IXE
        BANCO, SOCIEDAD AN** **Ó** **NIMA** **,
        Trust F/632 (key 032180000122331888) and/or transferred to the Stock Exchange
        Intermediary Agreement number 651398 in the name of** **IXE
        BANCO, SOCIEDAD ANONIMA,** **trust F/632.**
 
 The
        Trustors have a period of 15 working days to set out any clarifications they
        deem appropriate with regard to the assets of the trust. Once this period
        has
        passed, and the Trustors have not issued any comments on the matter, then
        these
        assets shall be understood as being tacitly approved.
 
 It
        should
        be mentioned that the Replaced Trustee, as a consequence of this replacement,
        shall revoke each and every one of the powers granted by instruction of the
        Technical Committee in the trust mentioned in the Background section
        One.
 
 The
        Replacing Trustee shall in this act consider as being received the shares
        of the
        assets placed in trust which are protected by the securities endorsed and
        delivered to it by the Replaced Trustee. Likewise, the Replaced Trustee shall
        sign the communications sent to the Secretary of the Board of Directors of
        the
        issuer of those securities in order to notify him that he must notate in
        the
        book of shareholders the handover of the aforementioned shares to the Replacing
        Trustee.
 
 The
        Replaced Trustee states that the securities described in **Annex
        “B”** on the
        signature date of this Agreement comprise the totality of the assets placed
        in
        trust.
 
 **FOURTH.** In
        accordance with statements made by the Trustors and by the Replaced Trustee,
        the
        parties to this agreement agree that any explanation that must be given to
        anyone, either of a public or private nature, with respect to the operations
        carried out during the activity of BBVA Bancomer Servicios SA, Multiple Banking
        Institution, Financial Group BBVA Bancomer Trust office as Trustee will have
        to
        be done by the Trustors.
  5
  **FIFTH.** **INDEMNIFICATION.** The
          Trustors jointly, solidarily and without restrictions agree to leave the
          Replaced Trustee, its Delegate Trustees, functionaries, employees, external
          auditors and those with legal powers to act, free and clear of any obligation
          with regard to any complaint, claim, lawsuit, reports on facts of an offense
          and
          in general any conflict deriving from the actions performed by the Replaced
          Trustee and in compliance with the purposes of the trust referred to in
          the
          Background section 1 of this Trustee Replacement Agreement, in observance
          of the
          provisions of the clauses of the Agreement with respect to the instructions
          of
          the Technical Committee of the Trust, and as applicable, likewise, by signing
          this Agreement.
 
 Furthermore,
          the Trustors jointly, solidarily and with restrictions agree to indemnify
          the
          Replaced Trustee, its Delegate Trustees, functionaries, employees, external
          auditors and those with legal powers to act, reimbursing them for the sum
          of any
          fine, penalties and damages and in general any expense including those
          for
          external solicitors which they may have incurred for their attention to
          the
          matters mentioned above, unless it can be demonstrated that the Replaced
          Trustee
          has acted with negligence, fraud or bad faith or has not transferred the
          amount
          indicated per the terms of the second clause of this Agreement.
 
 The
          provisions of the paragraph above shall take legal effect beginning on
          this date
          and shall last for the term of the trust as well as after its end.
 
 **SIXTH.
          DISCHARGE AGREEMENT.** The
          Trustors in this act expressly release the Replaced Trustee from the obligations
          and responsibilities derived from handling the property which makes up
          the
          assets placed in trust and which are given in Annex B of this Agreement,
          stating
          expressly their agreement with the administration and handling thereof
          on the
          part of the Replaced Trustee from the date on which it assumed the
          responsibility of trustee of the Trust Agreement, until the date this Agreement
          was signed, for which reason the Trustors grant the Replaced Trustee the
          broadest discharge allowed by law, with no present or future rights or
          legal
          action whatsoever reserved against BBVA Bancomer Servicios S.A., Multiple
          Banking Institution, BBVA Bancomer Financial Group, Trust Office or against
          their representatives or employees
 
 The
          discharge referred to in this clause shall apply only if the Trustors or
          the
          Replaced Trustee have no objections to the stipulations of the third clause
          of
          this Agreement.
 
 **SEVENTH** **ON
          THE LIABILITY OF THE REPLACING TRUSTEE** **.** The
          Trustors and the Replaced Trustee recognizes accept expressly that the
          Replacing
          Trustee shall assume no responsibility for the investment that the Replaced
          Trustee made nor for the way in which it administered the assets that were
          placed in trust since the obligations of the Replaced Trustee will only
          have
          begun at the time this Agreement is signed.
 
 **EIGHTH.** Compliance with fiscal obligations which, as a consequence both of the
          term of
          the trust and the acts carried out in execution thereof, as well as of
          this
          agreement, set out or impose corresponding fiscal provisions shall be the
          strict
          responsibility of the Trustors, and they release the Replaced Trustee from
          any
          fiscal liability which may have been generated by its administration and
          operation of the trust as well as the trustee replacement brought about
          with
          this Agreement, by virtue of which it is the exclusive responsibility of
          the
          Trustor to comply with obligations deriving from applicable fiscal
          laws.
 
 **NINTH** **.
          COMMISSIONS AND EXPENSES** **.** The
          Replaced Trustee states that it has received from the Trustors on the date
          this
          Agreement was signed full payment of all commissions, fees and other emoluments
          or compensations due it for carrying out the responsibilities conferred
          upon it
          as well as payment of all expenses he may have laid out in performance
          of these
          responsibilities which originated during the period in which it acted as
          trustee
          of the Trust Agreement, for which reason in this act the Replaced Trustee
          grants
          to the Trustor the broadest discharge allowable in law, reserving no rights
          or
          legal action present or future against the Trustors.
  6




**TENTH.** **CLAUSES
        IN FORCE.** With the
        exception of what is expressly stipuated in this Agreement and the trustee
        replacement being carried out herein, the Trustors and the Replacing Trustee
        state that for all legal purposes the Trust Agreement and its amending
        agreements comprise each and every one of its terms and conditions, the above
        without detriment to any revisions and modifications which may be made after
        this Agreement is signed.
 
 **ELEVENTH.
        CONFORMITY.** The
        parties indicate their conformity with the trust replacement referred to
        in this
        Agreement as well as to each and every one of the background statements,
        representations and clauses set out therein.
 
 **TWELFTH.** Domiciles. For all legal purposes the parties indicate as their domiciles
        the
        following:
  **Replaced
                  Trustee**
              
              Av.
                  Universidad 1200, Col. Xoco, DelegaciónBenito
                  Juárez, Mexico, D.F., C.P. 03339**Replacing
                  Trustee**
              
              Reforma
                  No. 505 floor 48 Col. Cuauhtemoc,Delegación
                  Cuauhtemoc, Mexico, D.F., C.P. 06500**Trustors:**
  María
                  Esther Aguirre Gómez
              
              Paseo
                  de la Reforma 2631, Lomas de Chapultepec,11000
                  Mexico, D.F.Francisco
                  de Jesús Aguirre Gómez
              
              Campos
                  Eliseos 112-A, Polanco, C.P. 11560,Mexico.
                  D.F.Ana
                  María Aguirre Gómez
              
              Bosque
                  de Tabachines 327 Torre Uno, Pent House2,
                  Condominio Real del Bosque, Col. Bosques delas
                  Lomas, 011700 Mexico, D.F.María
                  Adriana Aguirre Gómez
              
              Prolongación
                  Paseo de la Reforma 1232, Pent House 1704, Col. Lomas de Bezares,
                  11919
                  Mexico, D.F.Carlos
                  de Jesús Aguirre Gómez
              
              Boulevard
                  Kukulcan Kilometer 2.2, Condominio"Las
                  Quintas", Casa No. 4, Cancún, Quintana Roo,C.P.
                  77500José
                  Manuel Aguirre Gómez
              
              Paseo
                  de los Laureles 444, Torre Verde,Departamento
                  1401, Col. Bosques de las Lomas,11700,
                  Mexico. D.F.
  **THIRTEENTH** **.
        ANNEXES AND HEADINGS** **.** All
        documents annexed to this Agreement or those to which reference is made form
        an
        integral part thereof, as if they had been actually inserted in it. The titles
        and headings of the clauses of this Agreement shall be used only for reference
        and shall not affect the interpretation thereof
  7




**FOURTEENTH.** The
        Replaced Trustee, in signing this Agreement, shall receive the amount of
        $15,000
        (15,000 pesos 00/100) plus VAT, an amount which the TRUSTORS must pay to
        the
        Replaced Trustee before signing this Agreement.
  8


**FIFTEENTH.** **LEGISLATION
        AND JURISDICTION.**  For all
        matters relating to interpretation and compliance with this Agreement, the
        parties expressly and irrevocably subject themselves to the applicable laws
        of
        Mexico and to the jurisdiction of the competent courts of Mexico City, Federal
        District; for which reason they expressly and irrevocably waive from here
        on in
        any other forum they may be able to use by reason of their respective domiciles,
        either present or future, or for any other reason.
  The
          parties were read the contents of this Trustee Replacement Agreement, signed
          in
          three original copies in Mexico City D.F. on June 15, 2007
  **REPLACED
            TRUSTEE**
 **BBVA
            BANCOMER SERVICIOS S.A. MULTIPLE BANKING INSTITUTION,**
 **FINANCIAL
            GROUP BBVA TRUST OFFICE,**
 **REPRESENTED
            HEREIN BY ITS DELEGATE TRUSTEES:**
  /s/
                        Rosa Elena Sora Prado
                    
                    /s/
                        Natalia Pineda ArchundiaRosa
                        Elena Sora Prado
                    
                    Natalia
                        Pineda Archundia
  **TRUSTORS
              AND BENEFICIARIES:**
  /s/
                        María Esther Aguirre Gómez
                    
                    /s/
                        Francisco de Jesús Aguirre GómezMaría
                        Esther Aguirre Gómez
                    
                    Francisco
                        de Jesús Aguirre Gómez/s/
                        Ana María Aguirre Gómez
                    
                    /s/
                        María Adriana Aguirre GómezAna
                        María Aguirre Gómez
                    
                    María Adriana Aguirre Gómez/s/
                        Carlos de Jesús Aguirre Gómez
                    
                    /s/
                        Rafael Felipe de Jesús Aguirre GómezCarlos
                        de Jesús Aguirre Gómez
                    
                    Rafael Felipe de Jesús Aguirre
                      Gómez




/s/
        José Manuel
        Aguirre Gómez
 José
        Manuel Aguirre Gómez
  **REPLACING
          TRUSTEE**
 **IXE
          BANCO S.A. MULTIPLE BANKING INSTITUTION,**
 **IXE
          FINANCIAL GROUP**
 **REPRESENTED
          HEREIN BY ITS FIDUCIARY DELEGATE**
 **AND
          LEGAL DIRECTOR**
  /s/
                      Idalia Morales Lever
                  
                  /s/
                      Armando Jorge Rivero LaingIDALIA
                      MORALES LEVER
                  
                  ARMANDO
                      JORGE RIVERO LAINGFIDUCIARY
                      DELEGATE
                  
                  LEGAL
                      DIRECTOR
   9