Exhibit
1.2





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




CLAUSES




TITLE
FIRST




INCORPORATION




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




TITLE
SECOND




CORPORATE NAME; CORPORATE
DOMICILE, CORPORATE TERM




AND CORPORATE
PURPOSE




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




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




FOURTH.     
 The term of the Company shall be indefinite.




FIFTH.            The
corporate purpose of the Company shall be:




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




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




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







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




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




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




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




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




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




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




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




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




TITLE
THIRD




NATIONALITY OF THE COMPANY
AND FOREIGN INVESTORS




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


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




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




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




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




TITLE
FOURTH




CAPITAL STOCK, SHARES AND
SHAREHOLDERS




SEVENTH.     The
capital stock of the Company is variable.




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




(b) 
  The capital stock of the Company is variable. The fixed minimum
capital stock without withdrawal rights amounts to Ps.1,611,620,660.00 (ONE
THOUSAND SIX HUNDRED ELEVEN MILLION SIX HUNDRED TWENTY THOUSAND SIX HUNDRED
SIXTY PESOS 00/100, LAWFUL CURRENCY OF THE UNITED MEXICAN STATES).




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


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




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




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




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




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




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




EIGHTH.        Shares
shall be subject to the following provisions:




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


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




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




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




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




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




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




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




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




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




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




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


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




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




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




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




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




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




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




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




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


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




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




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




TITLE
FIFTH




PREFERENTIAL RIGHTS OF THE
SHAREHOLDERS




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




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




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




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


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




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




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




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




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




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




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




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




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


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




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




TITLE
SIXTH




DEFINITIVE SHARE
CERTIFICATES, PROVISIONAL SHARE




CERTIFICATES AND REGISTRY OF
SHARES




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




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




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




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




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


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




TITLE
SEVENTH




BOARD OF DIRECTORS, AUDIT
COMMITTEE




CORPORATE PRACTICES
COMMITTEE, EXECUTIVE COMMITTEE,




SURVEILLANCE OF THE COMPANY,
CHIEF EXECUTIVE OFFICER




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




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




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




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




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


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




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




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




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




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




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




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




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




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


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




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




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




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




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




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




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




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


12




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




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




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




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




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




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




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


13




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




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




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




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




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




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




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


14




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




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




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




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




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




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




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




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


15




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




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




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




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




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




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




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




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




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




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




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




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




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


16




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




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




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




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




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




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




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




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




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




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




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




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




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




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




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


17




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




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




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




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




i)        
 Financial statements of the Company.




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




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




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




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




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




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




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




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


18


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




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




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




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




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




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




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




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




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


19




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




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




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




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


20


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




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




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




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




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




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


21




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




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




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




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




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




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




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




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




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




II.         The
Audit Committee shall have the following powers:




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




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


22




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




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




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




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




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




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




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




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




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




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




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




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


23




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




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




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




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




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




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




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




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




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




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




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




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


24




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




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




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




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




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




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




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




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




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




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




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




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


25


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




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




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




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




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




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




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




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




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


26




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




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




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




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




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




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




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




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




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




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




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




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


27




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




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




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




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




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




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




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




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




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




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




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




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


28




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




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




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




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




TITLE
EIGHTH




SHAREHOLDERS
MEETING




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




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




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




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




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




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


29




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




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




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




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




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




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




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




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




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


30




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




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




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




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




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




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




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


31


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




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




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




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




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




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




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




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




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




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




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


32




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




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




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




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




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




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




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




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




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




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




TITLE
NINTH




FISCAL YEAR, FINANCIAL
STATEMENTS, ALLOCATION OF




LOSSES AND PROFITS AND
RESERVES




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


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




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




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




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




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




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




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




TITLE
TENTH




DISSOLUTION AND LIQUIDATION
OF THE COMPANY




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




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




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


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




TITLE
ELEVENTH




CANCELLATION OF THE SHARES
REGISTRY BEFORE THE NATIONAL


REGISTRY OF
SECURITIES




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




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




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




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




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




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


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




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




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




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




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




TITLE
TWELFTH




LEGISLATION AND
JURISDICTION




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


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