**Exhibit
                  3.4****Bancomer**
              F/29307-6*Servicios*




**TRUSTEE
        REPLACEMENT AGREEMENT FOR THE REVOCABLE TRUST ADMINISTRATION AGREEMENT NUMBER
        F/29307-6 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
          with public deed number 21,172 dated March 19, 1998 formalized by Notary
          Public
          Sara Cuevas Villalobos holding notarial license number 197 of the Federal
          District an irrevocable trust Agreement was placed on record, with the
          following
          appearing:
 Mrs.
          María Esther Gómez Tovar de Aguirre as Trustor and Beneficiary A, Mr. Adrián
          Aguirre Gómez, María Elena Aguirre Gómez, and María Trinidad Aguirre Gómez in
          their capacity as Trustors and Beneficiaries B, and Bancomer, S.A., a Multiple
          Banking Institution, Financial Group, Trusts Office (now as their successor
          in
          interest BBVA Bancomer Servicios S.A., a Multiple Banking Institution,
          BBVA
          Bancomer Financial Group, Trusts Office) in their capacity as trustee (hereafter
          the Trustee), to which registration number F/29307-6 (hereafter the trust)
          was
          assigned, for the purpose of creating an administrative trust, the basic
          purpose
          of which was to retain the shares that the Trustors placed therein for
          the term
          of the trust or until released under those circumstances set out by the
          Agreement itself, or if the Technical Committee were to decide to sell
          them.
 
 **SECOND.** On
          March
          31, 1998, the Trustors and the Trustee signed an Amended Agreement, amending
          clauses Four and Twenty-four.
 
 **THIRD.** On June
          3, 1998, 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: Mrs. María Esther Tovar de Aguirre
          in her capacity as Trustor and Beneficiary A, Mrs. María Esther Aguirre Gómez,
          Francisco de Jesús Aguirre Gómez, Ana María Aguirre Gómez, María Adriana Aguirre
          Gómez, Maria Guadalupe Aguiree Gomez, 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 and Beneficiaries
          B.
  1




**FOURTH.** That at
        a session of the Technical Committee of the trust on May 24, 1999, among
        the
        other resolutions issued was a decision to amend the clauses of the trust
        and
        approve the donation described in the paragraph below.
 
 **FIFTH** .
        That on
        May 25, 1999 and by a donation authorized by the Technical Committee of the
        Trust, María Guadalupe, Adrián, María Elena and María Trinidad, all with the
        last name Aguirre Gómez, donated to María Esther Gómez Tovar de Aguirre, all the
        beneficiary rights corresponding to her in trust 29307-6. This was put on
        record
        in public deed number 104,830 of this date formalized by Notary Public Ignacio
        R. Morales Lechuga, notary number 116 of the Federal District, and by virtue
        of
        this donation the donors no longer had the capacity of Trustors and
        Beneficiaries B that they had prior to this date.
 
 **SIXTH.** At a
        session of the Technical Committee of the Trust held on April 5, 2000, it
        was
        agreed to authorize, among other things, the donation made by Mrs. María Esther
        Gómez Tovar de Aguirre of all the beneficiary rights corresponding to her,
        for
        the assets placed in trust, giving them to Mrs. María Esther, Francisco Jesús,
        Ana María, María Adriana, Carlos de Jesús, Rafael Felipe de Jesús and José
Manuel, all with the last name Aguirre Gómez. This donation was formalized with
        public deed number 107,457 dated April 5 of that year, by the same notary
        as the
        previous ones. By virtue of this donation Mrs. María Esther Gómez Tovar de
        Aguirre ceased being a Trustor, Beneficiary A of the trust.
 
 **SEVENTH.** 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 participating therein, to reflect the donations described in the
        points
        above and to reflect compliance with obligations with regard to Adrián, María
        Elena, María Trinidad, and María Guadalupe, all with the last name of Aguirre
        Gómez, which to date have been fulfilled.
 
 **EIGHTH.** Bancomer
        S.A., Trusts Office, as trustee in 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 National Bank of Mexico S.A.,
        a
        Multiple Banking Institution and member of the Financial Group Banamex-Accival
        (Banamex) in UDIs ( INVESTMENT
        UNITS )
        (the
        Banamex Loan) the balances of which have to date been settled.
 
 **NINTH.** 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].
 
 **TENTH.** That
        Bancomer S.A. Trusts Office, as trustee of trust 29307-6 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).
 
 **ELEVENTH.** On May
        26, 2000, the Trustors and Trustee signed a THIRD amended Agreement which
        amended the trust in its entirety.






2


**TWELFTH.** On
        December 21, 2004, the Trustors and the Trustee signed a FOURTH amended
        Agreement which amended the contents of the following clauses of the trust:
        the
        tenth, twelfth and sixteenth 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 México 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.
 
 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.
 
 3
  **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 México, 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
            ANÓNIMA, 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.
  **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/633.
  4




**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/29307-6, 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 12233196 in the name of IXE
      BANCO, SOCIEDAD ANÓNIMA, Trust F/633 (key 032180000122331969) and/or transferred
      to the Stock Exchange Intermediary Agreement number 651380 in the name of IXE
      BANCO, SOCIEDAD ANÓNIMA, trust F/633. 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.




**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.




5


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.




6




**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 SA, 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 recognize and 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.
  **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.
  7


**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
              Prolongacion
                  Paseo de la Reforma 1232, PentHouse
                  1704, Col. Lomas de Bezares, 11919Mexico,
                  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.
 
 **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
      México and to the jurisdiction of the competent courts of México 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
  9
 **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




**THESE
        SIGNATURES CORRESPOND TO THE TRUSTEE REPLACEMENT AGREEMENT FOR TRUST NUMBER
        F/29307-6, SIGNED ON JUNE 15, 2007**
   10