Exhibit
1.1






ENGLISH
TRANSLATION OF THE BYLAWS OF:
 
 GRUPO
CASA SABA, S.A.B. DE C.V.
 
 
 
 NAME
 
 FIRST.
The name of the Company shall be “Grupo Casa Saba”, which shall always be
followed by the words “Sociedad Anónima Bursátil de Capital Variable”, or the
abbreviation “S.A.B. de C.V.”
 
 DOMICILE
 
 SECOND.
The domicile of the Company shall be Mexico City, Federal District. The Company
shall be permitted to establish branches, agencies, or offices in any place of
the Mexican Republic or abroad, or agree to contractual addresses, without such
agreement being construed as a change of its corporate domicile.
 
 TERM
 
 THIRD.
The term of the Company shall be indefinite.
 
 CORPORATE
PURPOSE
 
 FOURTH.
The Company’s purpose is to:
  1.
              Promote,
      incorporate, organize, exploit and participate in the capital stock and
      assets of all types of commercial or civil companies, associations or
      industrial, commercial, service or other concerns, both domestic and
      foreign, and participate in the management or liquidation
      thereof.
  2.
              Manufacture,
      produce, purchase, sell, process, distribute, export and import all types
      of products permitted by law and, generally, all types of domestic or
      foreign goods or merchandise, whether in the form of raw materials,
      semi-finished or finished products and whether pre-assembled or
      unassembled, and to trade them in any manner whatsoever either for its
      account or the account of others.
  3.
              Acquire,
      transfer and, generally, negotiate with all types of shares of stock,
      partnership interests and
securities.
  4.
              Provide,
      contract and receive all types of technical, consulting and advisory
      services, and enter into contracts or agreements in connection
      therewith.
  5.
              Enter
      into all types of agreements with the Federal Government or any local
      governments or public or private entities, individuals or corporations,
      whether domestic or foreign.
   
   6.
              Issue,
      subscribe, accept, endorse and guarantee credit instruments, securities
      and other instruments permitted by
law.
  7.
              Acquire,
      transfer, lease, sublease and permit the use, enjoyment, disposition or,
      generally, exploitation of all types of personal and real property,
      including their parts or appurtenances or the rights in rem over
      them.
  8.
              Provide
      or receive all types of technical and professional assistance and
      services.
  9.
              Obtain
      and grant all types of loans, providing and receiving specific guaranties
      thereof; issue debentures and notes; accept, draw, endorse or guarantee
      all types of credit instruments and other documents evidencing credit
      rights; and grant all types of bonds or guaranties with regard to the
      obligations assumed or the instruments issued or accepted by third
      parties.
  10.
              Register,
      purchase, lease, assign, renew, evidence the use and dispose of
      trademarks, patents, certificates of invention, trade names, industrial
      designs, commercial advertisements, model registrations, copyrights,
      inventions and processes and all other industrial and intellectual
      property rights.
  11.
              Establish,
      lease, operate and hold plants, factories, workshops, warehouses,
      facilities, offices and agencies in Mexico or
  abroad.
  12.
              Act
      as commission agent and mediator, and agree to serve as representative of
      all types of business concerns.
  13.
              Generally,
      to carry out all types of commercial transactions and enter into all types
      of contracts, agreements and transactions of any nature whatsoever, in
      accordance with the law and its
bylaws.
  NATIONALITY
 
 FIFTH.
The Company is of Mexican nationality. Any foreign national that
may now or hereafter acquire any interest or share in the Company’s equity
formally agrees with the Ministry of Foreign Affairs to be treated as a Mexican
national in respect of such share and of the properties, rights, concessions,
participations or interests held by the Company or of the rights and obligations
arising from any agreements to which the Company may be a party with Mexican
authorities, and therefore not to invoke the protection of his government under
the penalty, in case of violation of such agreement, to forfeit in favor of the
Mexican government any shares acquired thereby.
 
  CAPITAL
STOCK AND SHARES
 
 SIXTH.
The capital stock is variable and shall have no limited. The minimum fixed
capital not subject to withdrawal is the amount of $167,730,000.00 (ONE HUNDRED
SIXTY SEVEN MILLION SEVEN HUNDRED THIRTY THOUSAND PESOS 00/100 MEXICAN
CURRENCY). The minimum fixed capital not subject to withdrawal shall be
represented by 265,149,080 shares of common stock with no par value, issued in
registered form, of the Company’s “Sole Series”.
  The
participation of foreign equity in the Company shall in all cases be subject to
the provisions of the applicable laws.
   2
   ISSUANCE
OF SHARES FOR PUBLIC OFFERING
  SEVENTH.
The Company may issue non-subscribed shares of any class or series of its
capital stock, which shall be maintained in the Company’s treasury for their
delivery upon their subscription pursuant to the Article 53 of the Securities
Market Law.
 
 The right
of first refusal referred to in Article 132 of the General Law of Mercantile
Companies shall be required to be expressly waived during the extraordinary
shareholders’ meeting held to approve the issuance of the non-subscribed
shares.
 
 Subject
to the prior express authorization of the National Banking and Securities
Commission and other applicable disposals, the Company may issue shares without
voting rights, or any other corporative limitation, and shares with restricted
voting rights pursuant to Articles 112 and 113 of the General Law of Mercantile
Companies.
  The
shares without voting rights shall not be taken into account for the quorum of
the shareholders meetings, and the limited voting shares or registered shall
only be taken into account for the meetings that the shareholders of such shares
shall call for the purpose to exercise their voting rights.
 
 At the
time of the issuance of the shares, without voting rights whether limited or
registered, the shareholders meeting shall determined the rights of such shares.
The shares issued according this paragraph shall be part of a different series
than the rest of shares representative of the capital stock of the
Company.
 
 RIGHTS
OF SHAREHOLDERS
  EIGHTH.
Within their respective classes and series, all shares entitle their holders to
the same rights and impose on them the same obligations. Each voting share
entitles its holder to cast one vote at any shareholders’
meeting.  The limited voting shares shall entitle their holders the
right of vote exclusively for the issues and rights that they are entitled to
according to the bylaws.
  The
shareholders that individually or jointly, are entitled to voting shares or
limited or restricted voting shares that represent at least five percent (5%) of
the capital stock may directly exercise an action of civil responsibility
against the members and secretary of the Board of Directors of the Company,
according to Article 38 of the Securities Market Law.
  The
shareholders with voting shares, whether limited or restricted, that single or
jointly represent at least ten percent (10%) of the capital stock
may:
  a)
              Appoint
      in the general shareholders meeting one member of the Board of Directors
      or revoke such appointment according to Article 50 of the Securities
      Market Law.
   3
   b)
              Request
      the President of the Board of Directors or the President of the Audit or
      Corporate Practice Committee to give the notice to hold a general
      shareholders meeting, without applying the percentage established in
      Article 184 of General Law of Mercantile
  Companies.
  c)
              Request
      to postpone only once and by three natural days and without giving any
      notice, the voting on any issues consider they are uninformed the
      shareholders which informed, without being subject to the percentage
      established in Article 199 of General Law of Mercantile
      Companies.
  Any
shareholder with voting rights, whether limited or registered, that singly or
jointly represent at least twenty percent (20%) of the capital stock may
judicially oppose to the resolutions of the general meetings, in terms of which
they have voting rights, without applying the percentage established in the
Article 201 of General Law of Mercantile Companies.
  REPURCHASE
OF SHARES
 
 NINTH.
The Company may repurchase its own shares or any securities representing such
shares, without being subject to the prohibition contained in the first
paragraph of Article 134 of the General Law of Mercantile
Companies.
 
 The
acquisition must be carried out pursuant the Article 56 of the Securities Market
Law and the rest of the applicable provisions effective at the moment of the
operation, including those issued by the National Banking and Securities
Commission.
 
 The
Company may repurchase its shares of stock through any stock exchange authorized
in the terms of the Securities Market Law in which such shares are traded, at
the prevailing market price thereof and pursuant to the above-mentioned
Securities Market Law. The repurchase by the Company of its own shares shall be
subject to the prior approval of the Board of Directors and shall be charged to
the Company's net equity as long as such shares belong to their own issuer or,
in its case, to the capital stock in the event that it decides to convert them
to treasury shares, in the assumption that no resolution of shareholders meeting
will be required.
 
 The
general ordinary shareholders’ meeting shall determine, for each fiscal year,
the amount of the capital stock that may be allocated to the repurchase of the
Company’s shares or any securities representing such shares, pursuant to the
Securities Market Law. The Board of Directors shall appoint the person or
persons responsible of the repurchase and placement of the Company’s
shares.
  As long
as the shares belong to the Company, such shares may not be represented or voted
in any kind of shareholders meeting, and may not exercise any corporate or
economic rights of any kind.
  The
Company’s shares that belong to the Company or, if applicable, the treasury
shares, may be placed among the public, with the understanding that the
corresponding capital stock increase shall not require, for its placement, a
resolution of, shareholders meeting or of the Board of Directors. The decrease
and increase in the capital stock as a result of the repurchase and placement of
the Company’s shares shall not require of any resolution from the shareholders’
meeting or the Board of Directors.
   4
  STOCK
REGISTRY
 
 TENTH.The Company shall be
required to maintain a stock registry in accordance with the terms of Articles
128 and 129 of the General Law of Mercantile Companies, and in its case in the
terms of the Article 290 of the Securities Market Law and any other applicable
provisions. The Registry Stock Book shall be kept by the Secretary of the Board
of Directors, a securities depository institution, a credit institution or by a
person is designated by the Board of Directors.
 
 In the
event that the representative share of the capital stock of the Company is
listed in the securities market, it will be enough to indicate such circumstance
and the institution for the deposit of securities in which the shares or
securities representing such shares are deposited.  In that case, the
Company shall recognize the shareholders as those who present the certificates
issued by the institution of the deposit of securities, pursuant to the Article
290 of the Securities Market Law and other applicable provisions.
 
 The
Registry Stock Book shall remained closed from the date that the certificates
are issued pursuant Article 290 of the Securities Market Law until the business
day following the shareholders meeting.
 
 The
Company shall only recognize as legitimate owners of its shares those persons
registered in the stock registry.
 
 
 PROHIBITION
OF ACQUISITION OF SHARES BY
 SUBSIDIARIES
 
 ELEVENTH.
The subsidiaries of the Company may not, directly or indirectly, acquire the
capital stock of the Company or any other company to which the Company is a
majority shareholders of the Company or shareholders in any percentage, except
that subsidiaries may acquire shares of stock of the Company for distribution to
their or the Company’s officers or employees pursuant to an stock option
purchase plan.
 
 CAPITAL
INCREASES
 
 TWELFTH.
Except for any capital increase derived from the placement of repurchased shares
as described in Clause Ninth above, the increase of the capital stock shall
require a resolution of the ordinary or extraordinary shareholders’ meeting, as
the case may be, in accordance to the General Law of Mercantile Companies
subject to the rules set forth in the foregoing Clause.
  The
increase of the minimum fixed portion shall require a resolution of the general
extraordinary shareholders’ meeting and the corresponding amendment of these
bylaws.
  The
increase of the variable portion of the capital stock other than in connection
with the placement of any shares of the Company acquired pursuant to Clause
Ninth of this bylaws may be performed by means of a resolution of the general
ordinary shareholders’ meeting, subject only to the formality that the relevant
minutes shall be formalized by a notary public, provided that it shall not be
necessary to register the relevant deed before the Public Registry of
Commerce.
  5
  Upon the
adoption of the relevant resolution, the shareholders’ meeting that approved the
increase, or any subsequent shareholders’ meeting, shall determine the terms and
conditions pursuant to which such increase shall be effected.
  Any
shares required to be delivered upon their subscription pursuant to the
resolution of the shareholders’ meeting that approved the issuance of such
shares, may be offered by the Board of Directors or the General Director or the
special representative or representatives, in accordance with such authority as
shall have been vested upon them by the shareholders’ meeting, for their
subscription and payment, subject in any event to the pre-emptive rights set
forth in Clause Thirteenth of this bylaws.
  The
increase of the capital stock may be through the capitalization of the Company's
net worth’s accounts in terms of Article 116 of the General Law of Mercantile
Companies, through cash payment or payment in kind or through the capitalization
of liabilities or any other capitalization of net worth. In the event of any
increase through the capitalization of net worth, all of the outstanding shares
shall be entitled to receive a proportional amount of the shares issued in
connection with such increase.
  Except
for any increase in the capital stock derived from the placement of any shares
repurchased by the Company pursuant to Clause Ninth of these bylaws, all
increases in the capital stock shall be recorded in a registry stock book
maintained to such effect by the Company or on behalf of the Company by the
persons referred to in Clause Tenth of these bylaws.
  PREEMPTIVE
RIGHTS
  THIRTEENTH.
In the event of a capital increase through cash contributions, all the holders
of shares duly paid and outstanding of the Company shall have a preemptive right
to subscribe the shares issued or made outstanding in connection with such
increase, in proportion to the number of shares held thereby as of the date of
the relevant capital increase. Such right shall be exercised within the term
determined by the shareholder meeting that approved the increase, provided that
such term shall in no event be less than fifteen calendar days from the
publication of a notice to such effect in the official gazette of the Company’s
domicile or in one of the newspapers of greater circulation in such domicile. In
the event of any capital increase as a result of capitalization of any equity
accounts, all the shareholders shall have proportional rights and shall receive
the number of shares that the general shareholders meeting
determined.
  The
preemptive right set forth in this Clause shall not be granted to the
shareholders with regard to any shares issued or maintained in the Company’s
treasury as a result of (i) a merger of the Company, (ii) the conversion of any
debentures, and (iii) the placement of any shares repurchased pursuant the
Article 56 of the Securities Market Law and Clause Ninth of these bylaws. In
addition, in the event of a public offering pursuant to Article 53 of the
Securities Market Law and Clause Seventh of these bylaws, all shareholders shall
be required to expressly waive their preemptive rights and, upon the presence of
a quorum at the relevant shareholders’ meeting, the resolutions shall be fully
effective and shall be applicable to any absentees.
  6
  If upon
the expiration of the term for the exercise of the pre-emptive rights granted to
the shareholders pursuant to this Clause there are any remaining non-subscribed
shares, such shares may be offered for their subscription and payment in the
conditions and within the terms determined by the shareholders’ meeting that
approved the capital increase or by the Board of Directors or the delegates
appointed by the shareholders’ meeting for such purpose, provided that the price
at which such shares are offered to third parties may not be less than the price
at which such shares were offered for their subscription and payment to the
Company’s shareholders.
  CAPITAL
DECREASES
 
 FOURTEENTH.Except for any decrease
of the capital stock referred to in this clause or from the repurchase of the
company’s shares pursuant to Article 56 of the Securities Market Law and Clause
Nine of these bylaws, the capital stock may be decreased by resolution of the
ordinary or extraordinary shareholders’ meeting, as the case may
be.
 
 Any
decrease in the minimum fixed portion not subject to withdrawal of the capital
stock shall require a resolution of the general extraordinary shareholders’
meeting, together with the amendment of these bylaws, and shall be subject to
the provisions of Article 9 of the General Law of Mercantile
Companies.
 
 Except
for any decrease in the variable portion of the capital stock resulting from the
repurchase of the Company’s shares pursuant to Article 56 of the Securities
Market Law and Clause Nine of these bylaws, the variable portion of the capital
stock shall require a resolution of the ordinary shareholders’ meeting, subject
only to the formality that relevant minutes be formalized by a notary public,
provided that it shall not be necessary to register the relevant deed before the
Public Registry of Commerce.
 
 The
capital stock may be decreased to absorb losses, effect reimbursements to the
shareholders, release the shareholders from their payment obligations in respect
of the unpaid portion of the subscription price of any shares or to repurchase
of the company’s shares pursuant to Article 56 of the Securities Market Law and
Clause Nine of these bylaws.
 
 Any
decrease of the capital stock to absorb losses shall be allocated
proportionately between the minimum fixed portion and the variable portion of
the capital stock, without the need to cancel any shares given the non-par value
nature thereof.
 
 In the
event of a decrease of the capital stock to effect a reimbursement to the
shareholders, such reimbursement shall be carried out on a pro-rata basis,
provided that the reimbursement price shall not be less than the book value of
the shares as reflected in the most recent income statement approved by the
general ordinary shareholders’ meeting.
  7
  In other
cases of capital stock reduction, the reduction of shares will be made according
to the plan established in the corresponding shareholders’ meeting, by drawing
before Public Notary, or by amortization of the shares of each shareholder, in
such a manner that the shareholders represent, after the capital stock
reduction, the same percentages of shares, and if this is not possible, the
percentage of shares that is most similar to the one they had before the
reduction. Once the designation of shares that are to be amortized is made, a
notice will be published in the official gazette of the Company’s domicile or in
one of the newspapers with greater circulation in such domicile, indicating the
system followed in the amortization of the shares, the number of amortized
shares, if applicable, as well as the title numbers, that as a consequence will
be cancelled or, if applicable, exchanged and the institution where the refund
is deposited, which shares will not accrue interest from the date of this
publication and will be under the disposition of the respective shareholders. If
determined by the shareholders’ meeting, the shares of the variable portion will
be amortized first, and if not sufficient to absorb the whole reduction, then
the reduction will continue with the fixed part, in the proportion that is
needed to complete the reduction, without passing the minimum established by
law. The reduction of the Capital Stock made by any cause will be made
proportionately.
  According
with the established in the Securities Market Law, the shareholders of shares
representative of the variable portion of the capital stock of the Society, or
titles that represent them, will not have the right to retire, referred to in
article 220 of the General Law of Commercial Companies.
 
 Except
for any decrease in the capital stock as a result of the repurchase of the
Company’s shares performed pursuant to the provisions container in Article 56 of
the Securities Market Law and Clause Nine of these bylaws, all decreases in the
capital stock shall be recorded in a registry maintained to such effect by the
Company or on behalf of the Company by the persons referred to in Clause Ten of
these bylaws.
 
 REDEMPTION
OF SHARES WITH RETAINED EARNINGS
 
 FIFTEENTH.
The general extraordinary shareholders’ meeting may approve the redemption of
shares with retained earnings without a decrease in the capital stock, subject
to the provisions of Article 136 of the General Law of Mercantile Companies,
provided that if such shares are traded in a stock exchange such redemption
shall be carried out through the repurchase of shares in the relevant stock
exchange at such price and with such other terms and conditions as the relevant
shareholders’ meeting may determine, provided also that such shareholders’
meeting may delegate to the Board of Directors or to special delegates the
authority to make such determination.
  The
redemption shall be proportional among the shareholders, in order that after it
is carried out the shareholders keep the percentage of the capital stock that
they have before the redemption in the event this was impossible, the percentage
of the shares shall be similar to the one that they had before.
  The
shares so redeemed shall be canceled and the corresponding stock certificates
shall be cancelled.
  CANCELLATION
OF THE REGISTRATION BEFORE THE NATIONAL SECURITIES REGISTRY
 
 SIXTEENTH.
The cancellation of the registration of the Company’s shares in the Section of
the National Securities Registry may be resolved in an extraordinary
shareholders’ meeting by the affirmative vote of ninety five percent (95%) of
the shareholders with voting or limited rights of the capital stock. Also the
cancellation may be requested as a consequence of a resolution of the National
Banking and Securities Commission under the terms of Article 108 of the
Securities Market Law. The cancellation shall be subject to the provisions of
the Securities Market Law.
 
 To amend
this Clause, a resolution shall be passed in an extraordinary meeting by the
affirmative vote of ninety five (95%) of the capital stock.
   8
  STOCK
CERTIFICATES
  SEVENTEENTH.
The definitive or provisional certificates representing the shares of stock
shall be issued in registered form, may represent one or more shares, shall
satisfy the requirements set forth in Article 111, 125 and all the related
provisions of the General Law of Mercantile Companies, shall include a
transcription of Clause Fifth of these bylaws and shall be signed by two members
of the Board of Directors.
  The
signatures of such members of the Board of Directors may be imprinted manually
or by facsimile, subject to the requirement, in the latter event, that the
original of such signatures is deposited with the Public Registry of Commerce of
the Company’s domicile. The definitive stock certificates may include such
registered, numbered coupons as the Board of Directors may
determine.
  
 SHAREHOLDERS’
MEETINGS
  EIGHTEENTH.
The general shareholders’ meeting is the highest authority of the Company.
Shareholders’ meetings may be ordinary and extraordinary.
  Extraordinary
meetings are those held to discuss any of the matters set forth in Article 182
of the General Law of Mercantile Companies, or any other held to discuss any of
the following matters:
  1.
              Capital
      increases in terms of Article 53 of the Securities Market
    Law;
  2.
              Spin
      off the Company;
  3.
              The
      cancellation of the registration of the representative shares of the
      capital stock or the redemption of the shares with retained earnings
      (requiring the special quorum referred in these
  bylaws);
  4.
              Redemption
      of part of the representative shares of the capital stock of the Company
      with retained earnings and issuance of participating shares or limited
      voting shares, or preferred shares or any other shares different to the
      ordinary shares.
  All other
meetings shall be ordinary shareholders’ meetings.
  Pursuant
with Article 178 of the General Law of Mercantile Companies, the resolutions
adopted without a meeting (ordinary or extraordinary) by the unanimous vote of
the shareholders that represent the entirety of the outstanding shares and with
voting rights regarding the specific matter, shall have the same validity for
all legal effects as if they had been taken in a general shareholders meeting
duly called, as long as such resolutions are confirmed in writing by each
shareholder.
   9
  NOTICES
 
 NINETEENTH.
The notice of a shareholders’ meeting shall be given by the Board of Directors
by its President, Secretary or Alternate Secretary or by the Audit Committee or
the Corporate Practices Committee, by means of their corresponding Chairman. Any
shareholder(s) with voting rights, whether limited or restricted, individually
or jointly, representing at least 10% of the capital stock shall have the right
at any time to request in writing to call a general shareholders meeting
pursuant to Article 50 of the Securities Market Law.
 
 Any
holder of one share of common stock shall have the same rights in any of the
events set forth in Article 185 of the General Law of Mercantile Companies. If
the relevant notice is not given within fifteen natural days following the date
of the request, such notice shall be given upon the request of any interested
party by a Civil or District Judge  having jurisdiction over the
Company’s domicile, provided that such interested party shall be required to
submit his/her shares for such purpose.
 
 The
notice of a meeting has to contain at least, the date, time and place of the
meeting, as well as the clear and specific Agenda. The notice may be signed by
the Chairman, the Secretary or the Alternate Secretary of the Board of
Directors, or by the Chairman of theAudit Committee or the
Chairman of the Corporate Practices Committee, or in their absence, by a
competent judge pursuant to Article 185 of the Law of Mercantile
Companies.
 
 All
notices for general ordinary shareholders’ meetings shall be published in the
official gazette of the Company’s domicile or in one of the newspapers with
greatest circulation in such domicile, at least fifteen natural days prior to
the date of the meeting; all notices of general extraordinary shareholders’
meetings shall be published in any such newspapers at least eight days prior to
the date of the meeting. All notices shall include the agenda and shall be
signed by the person giving the call, in the understanding that if given by the
Board of Directors the signature of the Secretary or Alternate Secretary shall
suffice.
 
 The
information and documents related to each of the matters established in the
agenda shall be available for the shareholders, in immediately available and
free form, from the moment the call for the shareholders meeting is
published.
  10
  REGISTRATION
AND ATTENDANCE CARDS FOR SHAREHOLDERS’ MEETINGS
 
 TWENTIETH.
The shareholders will be accepted into the shareholders’ meeting if they appear
as owners of one or more shares in the Company Shareholder’s Registry Book, and
the persons who present the certificates issued by the institution acting as
securities depository institution, in terms of article 290 of the Securities
Market Law, and which are confirmed in the depositor’s list, which is issued by
the same institution.
 
 The
Shareholder’s Registry Book will remain closed as of the date on which the
certificates are issued, according with Article 290 of the Securities Market
Law, until the next working day on which the meeting is carried
out.
 
 In order
to attend a shareholders’ meeting, the shareholders shall be required to submit
a registration card, which shall only be issued upon request made by any person
registered as a holder of shares not later than 48 hours prior to the time set
for the meeting, together with the evidence of the deposit, with the Company’s
Secretary, of their stock certificates or the deposit certificates issued in
respect of such stock certificates by a securities depository institution,
including the lists of holders of shares issued by those depositors that
maintain accounts with the relevant securities depositary institution, or by a
domestic or foreign credit institution. The shares deposited to enable their
holders to attend a shareholders’ meeting shall not be returned until after the
adjournment of such meeting, upon the delivery of the receipt thereof issued in
favor of the holder.
 
 PROXIES
 
 TWENTY-FIRST.
The shareholders may be represented at the shareholders’ meetings by such person
or persons as they may designate through a proxy signed before two witnesses, or
by attorneys-in-fact with sufficient general or special powers pursuant to the
applicable laws or through power of attorney granted in formats made by the
Company, that comply with the following requirements:
 
 1.           The
clear establishment of the name of the Company, as well as the respective
agenda, without including the paragraphs referred to in Articles 181 and 182 of
the General Law of Commercial Companies under the title of general matters,
and
 
 2.           To
leave a blank for the corresponding instructions that the grantor establishes
for the exercise of its power of attorney.
 
 The form
of the powers of attorney shall be made available by the Company to the brokers
of the securities market that act as the representatives of the Company’s
shareholders’, fifteen natural days prior to the celebration of each
shareholders’ meeting, in order for them to promptly deliver this formats to
their grantors.
 
 The
Secretary of the Board of Directors of the Company shall be bound to check the
compliance with the rules established in this clause and report about this
matter to the meeting, that shall be reflected in the respective
minute.
 
 The
members of the Board of Directors may not represent any holder of shares at a
shareholders’ meeting.
  11
  MINUTES
 
 TWENTY-SECOND.
The minutes of all shareholders’ meetings shall be prepared by the Secretary,
recorded in the relevant book and signed by the person who has been designated
as Chairman and the Secretary by the corresponding shareholder
meeting.
  CHAIRMAN
AND SECRETARY OF THE MEETING
  TWENTY-THIRD.
The Chairman of the Board of Directors or, in his absence, the person designated
by majority of votes of the attending shareholders, shall act as Chairman of the
meeting.
  The
Secretary of the Board of Directors or, in his absence, the Alternate Secretary
or the person designated by majority of votes of the attending shareholders,
shall act as Secretary of the meeting. The Chairman shall appoint tellers of
inspection from among the attending shareholders, legal representatives or
guests, whom shall count the number of shares represented, determine the
existence of a quorum and, upon the Chairman’s request, count the
ballots.
  ANNUAL
MEETINGS
 
 TWENTY-FOURTH.
The general ordinary shareholders’ meeting shall be held at least once a year
during the 4 (four) months following the end of each fiscal year.
 
 In
addition to the matters specified in the relevant agenda, such meeting shall
consider the following matters:
 
 1.           Discussion,
approbation or modification and resolution with respect to, the report of Chief
Executive Officer of the Company, pursuant to Article 44 section XI of the
Securities Market Law, such report shall be accompanied by the external audit
report  and the opinion of the Board of Directors in connection with
the Chief Executive Officer’s report.
 
 2.           Discussion,
approbation or modification and resolution with respect to, the report of the
Board of Directors containing the explanation of the principal policies and
accounting criteria in order to prepare the financial information, pursuant to
Article 172 section b) of the General Law of Mercantile Companies; such as the
report of the principal activities in which the Board participates pursuant to
Article 28, section IV, part c) of the Securities Market Law.
 
 3.           Discussion,
approbation or modification and resolution with respect to, the reports of the
Chairman of the Audit Committee and the Chairman of the  Corporate
Governance Committee, or any other committee if applicable.
 
 4.           Discussion,
and, if applicable, approval of the allocation of profits.
 
 5.           Appointment
and/or ratification of the members of the Board of Directors, and if applicable,
alternate directors, and certify the independence of the directors.
  12
  6.           Appointment
and/or ratification of the Chairman of the Board of Directors, the Chief
Executive Officer of the Company, the Secretary, the Alternate Secretary and the
establishment of their remuneration.
 
 7.           Appointment
and/or ratification of the members of the Executive Committee and the Chairman
of the Audit Committee and Corporate Governance Committee.
 
 8.           Appoint
of the maximum of the resources that shall be used to repurchase the outstanding
shares of the Company, with the only restriction that the total of the resources
used in a fiscal year, under any circumstances, shall not exceed the total
amount of the net profits of the Company, including the withheld
profits.
 
 Extraordinary
meetings may be held whenever called to consider any matter requiring its
approval.
 
 QUORUM
FOR ORDINARY
 SHAREHOLDERS’
MEETINGS
  TWENTY-FIFTH.
The quorum for an ordinary shareholders’ meeting to be validly convened upon
first notice shall be at least fifty percent (50%) of the voting shares of
stock, and its resolutions shall be valid if adopted by majority of votes of the
shares represented thereat. Ordinary shareholders’ meetings held upon second or
subsequent notice shall be validly convened regardless of the number of voting
shares of stock represented thereat, and its resolutions shall be valid if
adopted by majority of votes of the shares of stock entitled to vote represented
thereat.
 
 QUORUM
FOR EXTRAORDINARY
 SHAREHOLDERS’
MEETINGS
 
 TWENTY-SIXTH.
The quorum for an extraordinary shareholders’ meeting to be validly convened
upon first notice shall be at least seventy-five percent (75%) of the voting
shares of stock, and its resolutions shall be valid if adopted by the
affirmative vote of the holders of shares representing at least fifty percent
(50%) of the voting shares of stock. Extraordinary shareholders’ meetings held
upon second or subsequent notice shall be validly convened with the presence of
at least fifty percent (50%) of the voting shares of stock, and its resolutions
shall be valid if adopted by the affirmative vote of the holders of shares
representing at least fifty percent (50%) of the shares of stock entitled to
vote thereat.
  13
  MANAGEMENT
OF THE COMPANY
 
 TWENTY-SEVENTH.The direction and management
of the business and the assets of the Company shall be entrusted to a Board of
Directors and a General Chief Officer.
 
 The Board
of Directors will be formed by the number of members determined by the general
ordinary shareholders’ meeting called to elect them and at any time it will be
consist of more that five and less than twenty-one members of the Board of
Directors, of whom at least 25% (twenty five percent) must be independent
pursuant to the Securities Market Law. There will be an alternate director for
each director, with the understanding that the alternate directors shall also be
of the independent directors shall so be independent.
 
 The
appointment or election of the members of the Board of Directors shall be
carried out during an ordinary shareholders’ meeting.
 
 The
shareholders who own stock voting rights, even limited or restricted, individual
or jointly that represent at least 10% (ten percent) of the capital stock shall
be entitled to appoint and revoke a member director and his alternate, under the
terms of Article 50of the Securities Market
Law.
 
 Upon such
appointment, the remaining members of the Board of Directors shall be appointed
by a simple majority of votes, excluding the votes of the minority shareholders
who made the above-mentioned appointments.
 
 The
appointment of the board members or statutory auditors appointed by the
shareholders established in the paragraphs above may only be revoked when the
other appointments are revoked.
 
 MEMBERS
OF THE BOARD OF DIRECTORS
 
 TWENTY-EIGHTH.
The members of the Board of Directors may or may not be shareholders, however,
at least twenty-five percent (25%) shall be independents. It shall be understood
that the members meet the requirements established in Article 26 of the
Securities Market Law shall be considered as independent members.
 
 The
members of the Board of Directors will remain a year in their positions, unless
a different term is specified at the moment of its appointment, and if at the
end of such term, or from the moment of their resignation a replacement has not
been assigned or if a replacement has not taken place, they will continue to
occupy their positions for up to 30 natural days, without being subject to the
provisions of Article 154 of the General Law of Mercantile
Companies.
 
 If the
term designated for the directors is over, if the director resigns or if an
event specified in Article 155 of the General Law of Mercantile Companies
happens, the Board of Directors may designate provisional directors without the
intervention of the shareholders’ meeting. The shareholders’ meeting will ratify
these assignments or will appoint the substitute directors in its next
meeting.
 
 OFFICES
WITHIN THE BOARD OF DIRECTORS
 
 TWENTY-NINTH.
Unless otherwise expressly determined by the shareholders’ meeting, the Board of
Directors, during its first meeting immediately following the shareholders’
meeting shall appoint from among its members a Chairman and as the case may be,
an Alternate Chairman. In addition, the Board of Directors shall appoint the
Secretary and the Alternate Secretary and their alternates, who cannot be
members of the Board of Directors, and will appoint the persons that will hold
any other office that may be created for the better performance of its duties.
The alternates shall cover any temporary or permanent absences in the Board of
Directors.
  14
  The
Chairman of the Board of Directors shall preside over the shareholders’ meetings
and the meetings of the Board of Directors, and in his absence such meetings
shall be presided over by the director designated by a majority of votes of the
remaining attendees; the Chairman shall execute and enforce the resolutions of
the shareholders’ meeting and the Board of Directors without the need for any
special resolution whatsoever.
 
 The
members of the Board of Directors shall be responsible for the resolutions
adopted in connection with the part 16 of the Twenty-Second Clause of these
bylaws, except for the matters specified in Article 159 of the General Law of
Mercantile Companies.
 
 The
copies or the other evidence of the minutes of the entries recorded in the
Company’s non-accounting book and records that are not of an accounting nature
and, generally, of any document contained in the company’s files, may be
authorized and certified by the Secretary or by the Alternate Secretary , who
shall be considered as permanently authorized to appear before the notary public
of his choice in order to formalize the minutes of the meetings of the Board of
Directors and shareholders’ meetings, and to grant the powers of attorney
approved by the Board of Directors or Social Practices Committee referred to in
Clause Thirty-Two of these bylaws, and he shall issue restatements and
certifications in respect thereof and of the appointments, signatures and
authorities of the company’s officers.
 
 The Board
of Directors shall be held at least once a year during each fiscal
year.
  QUORUM
FOR BOARD MEETINGS
 
 THIRTIETH.
The Board of Directors shall meet at least once every three months. The quorum
for a meeting of the Board of Directors to be validly convened shall be the
majority of its members, and its resolutions shall be valid if adopted by
majority of votes of the members present, provided that in the event of a tie
the Chairman of the Board shall have the deciding vote.
 
 The
manner in which the voting rights appertaining to the shares of stock issued by
any company in which this Company holds the majority of the shares of stock are
voted shall be subject to a resolution of the Board of Directors or the ordinary
shareholders’ meeting. Such authority shall be vested exclusively on the Board
of Directors or the ordinary shareholders’ meeting.
 
 The
meetings of the Board shall be held in the Company’s domicile or in such other
place as the Board of Directors may deem convenient.
 
 Notices
of the meetings of the Board of Directors shall be sent to the members of the
Board of Directors by mail, facsimile, telegram or courier, at least five
natural days prior to the date of each meeting.
  15
  The
Chairman of the Board of Directors, the Chairman of the Audit Committee, and the
Chairman of the Corporate Practices Committee, as well as the 25% (twenty five
percent) of the board members of the Company, may call a meeting of the board
and address in the corresponding Agenda the relevant topics.
 
 The
resolutions adopted by unanimous consent of the members of the Board of
Directors without a meeting thereof shall for all legal purposes have the same
validity as if adopted at a meeting, provided they are confirmed in writing by
all the members in accordance with the terms of Article 143 of the General Law
of Mercantile Companies.
 
 The
minutes of the meetings of the Board of Directors shall be authorized by the
Chairman and the Secretary of the meeting and shall be recorded in a book
maintained to such effect by the Company.
 
 FACULTIES
OF THE BOARD OF DIRECTORS
 
 THIRTY-FIRST.
The Board of Directors is the legal representative of the Company and, in
accordance with this the Board may take all the necessary actions to carry out
the corporate purpose of the Company and those that are not reserved to
anotherentity
pursuant to these bylaws or the Law. The Board of Directors of the Company that
will exercise the following powers including but not limited to:
 
 1.           Approve
related party transactions pursuant to section III of Article 28 of the
Securities Market Law.
 
 2.           Power
of attorney for lawsuits and collections, including all general and those
special powers required to be expressly authorized in accordance with the law;
pursuant to the first paragraph of Article 2554 of Federal District Civil Code
and the equivalent articles of the civil codes for all the other states of the
Mexican Republic and the Federal Civil Code. Including without limitation to
desist such actions even through the Amparo Trial; to settle, submit to
arbitration, articulate and absolve positions; to assign assets; to recuse
judges; receive payments; and execute all the acts pursuant to the law,
including the representation of the Company before administrative and judicial
authorities, criminal or civil or of any other nature, with the authority to
file criminal accusations or complaints, grant forgiveness, assist district
attorneys in criminal procedures, and represent the Company before labor
authorities and courts and before the Ministry of Foreign Affairs to execute
agreements with the Federal Government, pursuant to   subsections
IV and VI of Article 27 of the Federal Constitution, its organic law and its
regulations.
 
 
 3.           Power
of attorney for administrative matters pursuant to the second paragraph of
Article 2554 of the Federal Civil Code and the equivalent articles of the civil
codes for all the other states of the Mexican Republic and the Federal
District
 
 4.           Authority
to approve the acquisition or transfer of shares representing the capital stock
of other companies, subject to the prior consent of the general ordinary
shareholders’ meeting if:
 
 a.           When
the cost of acquisition of stock or equity parts of another company, by virtue
of one or more simultaneous or successive acquisitions, exceeds of twenty
percent (20%) of the estimated value of the net worth of the company, according
to the last financial statements of the company. (The approval of the general
stockholder’s meeting will not be required in case of acquisition of stock or
equity interests of another company   whose purpose or principal
activity is similar to the Company’s purposes or activities), and
  16
  b.           When
the value of the stock transfer or social parts of other companies by means of
one or several simultaneous or consecutive transfers exceed twenty percent (20%)
of the value of the shareholders’ equity of the Company, in accordance with the
last financial statement of the Company. The approval of the general
shareholders’ meeting will be needed if there is a transfer of Shares or equity
interest if the transfer entails, in one or several simultaneous or consecutive
transfers the loss of the control of the Company, when its activities coincide
with the commercial activities or services of the Company.
 
 When the
purchase or sale of stocks or equity interests of another company where the
Company is a shareholder takes place from or to an enterprise in which the
Company owns more than fifty-one percent (51%) of its capital or in any other
way might control it, the established in numerals a) and b) of this third point
will not be applied.
 
 5.           Power
of attorney for acts of domain pursuant to the third paragraph of Article 2554
of the Federal Civil Code and the equivalent articles of the civil codes for all
the other states of the Mexican Republic and the Federal District.
 
 6.           Power
of attorney to sign, endorse, subscribe and negotiate in any way credit
instruments under the name of the Company and its subsidiaries, pursuant to
Article 9 of the General Law on Negotiable Instruments and Credit, and to
designate the persons with the faculties to carry out such acts.
  Power of
attorney to open and cancel bank accounts under the Company’s name, as well as
to withdraw funds therefore and designate any authorized
signatories.
 
 8.           Authority
to call any ordinary, extraordinary or special shareholders’ meeting in all the
cases established in this bylaws or at any time they consider it necessary, and
to appoint the date and time and enforce the resolutions adopted
thereby.
 
 9.           Authority
to establish internal working rules.
  10.         Power
of attorney to appoint and remove the external auditors of the
Company.
  11.         Authority
to establish branches and agencies of the Company in any part of the Mexican
Republic or abroad.
  12.         Authority
to determine the casting of votes corresponding to the representative stocks of
the capital stock of the companies where the Company is a majority holder at the
extraordinary and ordinary general assembly.
  13.         Authority
to grant general and special powers of attorney, or delegate any of the powers
and authorities set forth above that is not expressly reserved to the Board of
Directors pursuant to the law or these bylaws, subject to its right to directly
exercise at any time such powers, and revoke any powers of attorney granted
thereby.
  14.         Authority
to carry out any acts permitted by these bylaws or associated
therewith.
  17
  15.         Authority
to approve the repurchase of shares representing the Company’s capital through
any applicable stock exchange pursuant to Article Nine hereof.
  16.        
Authority to create any special committees as it
may deem necessary for the Company’s operations, and determine the powers and
duties of any such committee, the number of its members and the manner to
appoint them; provided, that such committees will not have any of the powers
expressly reserved to the general shareholders’ meeting or the Board of
Directors pursuant to the law or these bylaws.
  BOARD
MEMBERS, RESPONSIBILITIES
 
 THIRTY-SECOND.
The Board Members, the Secretary and the Alternate Secretary, according to the
applicable legislation, will follow the following principles:
 
 1.
              They
      will act according with the diligence principle, in terms of the
      Securities Market Law.
  2.
              They
      will act according with the loyalty principle, in terms of the Securities
      Market Law.
  The
responsibilities derived from a violation to the diligence or the loyalty
principles, will be exclusively in favor of the Company or its subsidiaries, and
will be exercised by the Company or the shareholders that, separately or
jointly, have the ownership of the shares, in common or with limited voting
rights, restricted or without voting rights, that represent the 5% (five per
cent) or more of the capital stock, in terms with the Securities Market
Law.
  The Board
Members will not be held responsible for the damages or lost profits caused to
the Company or its subsidiaries, when such Board Members acted with good
intentions or when facing an exception of responsibility, in terms of the
Securities Market Law.
 
 INTERMEDIARY
ADMINISTRATION ENTITIES
 
 THIRTY-THIRD.
The Board of Directors, by means of the Corporate Practices Committee and an
Audit Committee, as well as by the legal entity that carries out the external
audit of the Company, will be in responsible for the conduction and the
execution of the Company’s business and that of the legal entities controlled by
the Company.
 
 The
Company will have a Corporate Practices Committee and an Audit Committee
pursuant to the Securities Market Law and other applicable laws.
 
 Each
committee will be formed by at least three members, all or the majority of which
will be independent in terms of the Securities Market Law.
 
 In order
to validate the meetings of each committee, the assistance of at least the
majority of their members will be required. The resolutions of each committee
must be approved by the majority of its members.
 
 A.           The
Corporate Practices Committee and the Audit Committee will meet with the
necessary frequency for the fulfillment of their functions, by request of any of
its members, the Board of Directors, their Chairman or the shareholders’
assembly.
  18
  The
Corporate Practices Committee will have the authority to carry out any acts
permitted by the Securities Market Law and the regulations issued by the
National Banking and Securities Commission, and other applicable laws, as well
as the determined by the shareholders’ meeting. They will also carry out all the
acts in accordance with the report they have to present pursuant to the
Securities Market Law.
  The
Corporate Practices Committee may use the help of one or more sub-committees.
The integration rules, functioning, faculties and obligations of the
sub-committees will be determined by the Corporate Practices Committee and/or
the Board of Directors as the case may be.
 
 B.           The
Audit Committee will have the functions pursuant to the Securities Market Law,
the general dispositions established by the National Banking and Securities
Commission, and other applicable legal dispositions, as well as the ones
determined by the assembly. They will also have to give a report pursuant to the
Securities Market Law.
 
 The Audit
Committee shall have, among others, the following functions:
  1.           Elaborate
an annual report regarding its activities and present it to the Board of
Administrators.
  2.           Give
its opinion about the transactions made with the persons described in Article 31
section 1) of these bylaws.
  3.           Propose
the hiring of independent specialists in case it considers convenient, so they
may express their opinion about the transactions with related parties referred
in the previous section 1.
  The
members of the Board of Administrators and, in its case, the members of each
committee, that in any transaction should have an interest opposed to the
Company's interest, shall declare this conflict of interest to the rest of the
Administrators or members of each committee, and shall abstain themselves from
any decision or resolutions on the matter.
  The Audit
Committee shall meet when it is summoned by the Secretary or the Alternate
Secretary, by request of the President, or any two other of its members, with at
least 5 days advance notice. The summons must be sent by mail, telegram,
telefax, courier or any other mean that guarantees that the members of such
committee will receive it with at least 5 days in advance of the date of the
session.  The summons may be signed by the Secretary or the Alternate
Secretary of the Company's Board of Administrators.
  C.           The
Company may have an Executive Committee formed by its chairman or substitute
members of the Company's Board of Administrators, which, as with the President
of such Executive Committee, shall be designated by the ordinary shareholders
agreement meeting, which will form an joint body of the Board.  The
members of the Executive Committee will be appointed for one year, unless they
shall be replaced by the ordinary shareholder's agreement meeting, but, in any
case, will continue in their positions up to 30 days, in absence of the
designation of any substitute or if he does not take possession of his position,
without being subject to the provisions expressed in Article 154 of the Law of
Mercantile Companies, may be reelected and will receive the fees determined by
the ordinary shareholders agreement meeting.
  19
  The
Executive Committee shall meet when it is summoned by the Secretary or the
Alternate Secretary, by request of the President, or any two other of its
members, with at least 5 days notice in advance. The Summons must be sent by
mail, telegram, telefax, courier or any other means that guarantees that the
members of such committee will receive it with al least 5 days notice in advance
to the date of the session.  The Summons may be signed by the
Secretary or the Alternate Secretary of the Company's Board of
Administrators.
  So that
the sessions of the Executive Committee may be valid, an participation of at
least the majority of its members is required.  The resolutions of the
Executive Committee must be approved by the favorable vote of the majority of
its members.
  The
Executive Committee shall have the powers granted to the Board of Administrators
under subsections2,
3, 5, 6, 7, 8, 9 and 13 of the previous Article 31 such powers may be restricted
at any time by the ordinary shareholders agreement meeting, without amending the
present bylaws.
  The
Executive Committee will not carry out any of the activities reserved to any
other organby
virtue of this instrument or the law.
  In
addition, the Executive Committee will not be able to delegate the set of its
granted faculties to any person, but may grant general and special powers when
it considers it advisable and indicate the persons that shall execute its
resolutions.  By absence of such indication, the President, as well as
the Secretary, will be authorized to execute the Committee's
resolutions.
  The
Executive Committee must promptly inform, through its President or the Secretary
or Alternate Secretary of the Company, and annually, at least, the Board of
Administrators about the agreements it executes, or when in opinion of such
Committee important facts or acts to the Company arise.  For each
Executive Committee's session, a minute will be drafted, which will be
transcribed in a special book.  The minutes must contain the
certification about the assistance of the members of the Committee and the
agreements executed, and must be signed by those who will have acted as
President and Secretary.
 
 CHIEF
EXECUTIVE OFFICER
 
 THIRTY-FOURTH.  The
Chief Executive Officer is responsible for the management, coordination and
execution of the Company’s business and for all of the legal entities controlled
by the Company according with the Securities Market Law, pertaining to the
strategies, policies and guidelines approved by the Board of
Directors.
 
 The Chief
Executive Officer, in order to perform his duties, will have the power to
represent the Company in acts of administration and litigation and collections,
including special faculties that require special clauses according to the law.
Referring to acts of ownership he will have to conform to the requirements
pursuant to Article 28, numeral VIII of the Securities Market Law and other
applicable provisions.
  20
  The Chief
Executive Officer shall fulfill the assignments given by the shareholders’
meeting or the Board of Directors, as well as those foreseen required by the
Securities Market Law. In order to adequately perform his duties and satisfy his
obligations, the Chief Executive Officer will seek the assistance of the
executive officers or employees of the Company or the entities under its control
that may have been designated to provide such assistance.
 
 FISCAL
YEAR
  THIRTY-FIFTH.
The Company’s fiscal year shall run concurrently with the calendar year. In the
event of liquidation or merger of the Company, its fiscal year shall terminate
early on the effective date of such liquidation or merger, and a fiscal year
shall be deemed to be in progress during all such period of time as the Company
may be in the process of liquidation, provided that such fiscal year shall be
subject to the provisions of the applicable tax laws.
  FINANCIAL
INFORMATION
 
 THIRTY-SIXTH.
Within the thee months following the end of each fiscal year, the Board of
Directors shall prepare at least the following financial
information:
 
 1.           A
report of the Board of Directors with respect to the performance of the Company
during such fiscal year, the policies followed by the Board and, if applicable,
the principal existing projects;
 
 2.           A
report stating and explaining the principal accounting and information policies
and criteria followed in the preparation of the financial
information;
 
 3.           A
statement of the financial condition of the Company as of the end of the fiscal
year;
 
 4.           A
statement of income for the fiscal year, duly explained and
classified;
 
 5.           A
statement of changes in the financial condition during the fiscal
year;
 
 6.           A
statement of changes in the items of the company’s net worth during the fiscal
year, and
 
 7.           The
necessary notes to supplement and clarify the information contained in the
abovementioned statements.
 
 Such
information may be available to the Audit Committee, the Corporate Practices
Committee and the shareholders in advance pursuant to Article 173 of the General
Law of Mercantile Companies and according to the bylaws of the
Company.
 
 The Board
of Directors within the four months prior to the termination of the fiscal year,
shall present to the general shareholders meeting the report referred in Article
172 section b) of the General Law of Mercantile Companies and the report of the
operations and activities according to Article 28 section IV,  e) of
the Securities Market Law.
 
 In
addition, the General Director of the Company shall communicate the information
and relevant events, as required by the Securities Market Law and other
applicable provisions.
  21
  PROFITS
 
 THIRTY-SEVENTH.
The net profits of each fiscal year as reflected in the financial statements,
with prior deduction of the amounts required for (i) the payment or provision
for the payment of all applicable taxes, (ii) any segregations required to be
effected in accordance with the law, such as the distribution of profits among
the employees of the Company, (iii) if applicable, the amortization of losses
from previous fiscal years and (iv) the payment of the general expenses incurred
during the year in connection with the compensations of the members of the Board
of Directors and the Director General, shall be allocated as
follows:
 
 1.
              5%
      to the creation, increase or replenishment of a reserve, until such
      reserve equals 20% of the paid-in
capital.
 
 2.
              Such
      amounts as the shareholders’ meeting may determine, for the creation or
      increase of any general or special reserves, including, as the case may
      be, a reserve for the repurchase of the company’s shares in accordance
      with the Securities Market Law.
 
 3.
              From
      the balance, such amount as may be necessary to pay to all of the
      shareholders, on a pro rata basis, any dividends approved by the
      shareholders’ meeting.
 
 4.
              The
      surplus, if any, shall be disposed of by the shareholders’ meeting or,
      subject to the latter’s approval, by the Board of Directors. The
      shareholders’ meeting or, as the case may be, the Board of Directors, may
      allocate the surplus in any manner that it may deem convenient to the
      interests of the Company and its
shareholders.
 
 LOSSES
 
 THIRTY-EIGHTH.
The losses, if any, shall be borne by all the shareholders in proportion to the
number of shares owned by each shareholder, subject to the limits of equity
represented thereby.
 
 DISSOLUTION
  THIRTY-NINTH.
The Company shall be dissolved in the event of the occurrence any of the events
set forth in Article 229 of the General Law of Mercantile Companies and any
other applicable provision.
  LIQUIDATORS
  FORTIETH.  Upon
its dissolution, the Company shall be liquidated. The extraordinary
shareholders’ meeting shall appoint one or more liquidators and may appoint any
alternate liquidators, who shall have the authority set forth in the law or such
other authority as such shareholders’ meeting may determine.
  22
  LIQUIDATION
PROCEDURE
  FORTY-FIRST.
The liquidator(s)
shall carry out the liquidation in accordance with such rules as the
shareholders’ meeting may have determined or, absent such determination, in
accordance with the following provisions and the provisions of the relevant
chapter of the General Law of Mercantile Companies:
  1.
              They
      shall conclude all of the business in such manner as they may deem to be
      most convenient;
  2.
              They
      shall cover and pay for all the debts through the sale of such of the
      Company’s assets as may be required for such
  result;
  3.
              They
      shall prepare the final liquidation balance;
and
  4.
              Upon
      the approval of the final liquidation balance, they shall distribute the
      available liquid assets among all of the shareholders on a pro rata basis
      and in proportion to the number of shares owned thereby and the paid-in
      portion of such shares.
  During
the liquidation, all shareholders’ meetings shall be held in accordance with the
provisions of these bylaws, and the liquidator(s) shall have authorities
comparable to those conferred upon the Board of Directors during the normal life
of the Company.
  VENUE
AND JURISDICTION
 
 FORTY-SECOND.
The provisions of the Securities Market Law, the General Law of Mercantile
Companies and the general provisions issued by the National Banking and
Securities Commission and the rest of the applicable laws of the Mexican United
States shall govern anything not expressly contemplated in these bylaws. For the
interpretation and  enforcement of these bylaws, the shareholders, by
reason of their subscription or acquisition of shares of the Company’s capital
stock, submit to the Mexican laws and submit the resolution of any controversy
that may be arise to the jurisdiction of the competent courts in Mexico City,
Federal District and expressly waive any other jurisdiction to which they may be
entitled by reason of their present or future domiciles.






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