<PAGE>

                                                                     Exhibit 4.4


                                                            Draft: June 26, 2001








                     AMENDED AND RESTATED PLEDGE AGREEMENT


                        Dated as of ____________ , 2001

                                    Between


                 CORPORACION DURANGO, S.A. DE C.V., as Pledgor

                                      and

                      THE CHASE MANHATTAN BANK, as Trustee















<PAGE>

                     AMENDED AND RESTATED PLEDGE AGREEMENT


          This  PLEDGE  AGREEMENT  (this  "Pledge  Agreement")  is  amended  and
restated as of ____________,  2001 between CORPORACION DURANGO,  S.A. DE C.V., a
variable capital company (sociedad anonima de capital variable)  organized under
the laws of the United  Mexican  States (the  "Pledgor"),  having its  principal
office at Torre Corporativa  Durango,  Potasio 150, Ciudad Industrial,  Durango,
Durango,  United Mexican States 34220,  and THE CHASE  MANHATTAN BANK, a banking
corporation  duly organized and existing  under the laws of New York,  having an
office at 450 West 33rd Street, 10th Floor, New York, NY 10001-2697,  as trustee
(the  "Trustee")  for the  holders  (the  "Holders")  of the Notes  (as  defined
herein).  Capitalized  terms used herein and not otherwise  defined herein shall
have the meanings given to such terms in the Indenture.


                              W I T N E S S E T H

          WHEREAS,  the  Pledgor  and the  Trustee  entered  into  that  certain
indenture  dated  February  5,  2001  (as  amended,  restated,  supplemented  or
otherwise  modified from time to time, the  "Indenture"),  pursuant to which the
Pledgor  issued its 13 1/8% Senior Notes due 2006 (the  "Notes") in an aggregate
principal amount of US$180 million; and

          WHEREAS,  to secure the obligations of the Pledgor under the Indenture
and the Notes (the "Obligations") the Pledgor (i) pledged to the Trustee for its
benefit and the ratable benefit of the Holders of the Original Notes, a security
interest in a US$180 million  unsubordinated  promissory  note dated February 5,
2001 (as  amended or  supplemented  from time to time,  the  "Promissory  Note")
issued by Grupo  Industrial  Durango,  S.A. de C.V., a variable  capital company
(sociedad  anonima de capital  variable)  organized under the laws of the United
Mexican States ("GID"), to the Pledgor, and all interest,  cash, instruments and
other property from time to time received,  receivable or otherwise  distributed
in respect of or in  exchange  for the  Promissory  Note and (ii)  executed  and
delivered this Pledge  Agreement in order to secure the payment and  performance
by the Pledgor of the Obligations; and

          WHEREAS,  in accordance with the terms of the Indenture the Pledgor is
issuing an additional US$___ million in aggregate principal amount of the Notes;

          WHEREAS,  Section 1018 of the  Indenture  requires  that the principal
amount  outstanding  under  the  Promissory  Note to be at  least  equal  to the
outstanding principal amount of the Notes; and

          WHEREAS,  the Promissory  Note has been amended and restated as of the
date hereof in order to increase the  principal  amount  outstanding  thereunder
from US$180  million to US$___  million in order to comply with  Section 1018 of
the Indenture; and
<PAGE>

          WHEREAS,  the Pledgor and the Trustee are amending and restating  this
agreement in order to confirm the  continuation of the security  interest in the
Promissory Note, as amended and restated on the date hereof; and

          WHEREAS,  it is a condition  precedent to the  issuance of  additional
Notes by the  Pledgor  that the  Pledgor  shall have  entered  into this  Pledge
Agreement;

          NOW,  THEREFORE,  in  consideration  of  the  mutual  promises  herein
contained,  and in order to induce  the  Holders of the Notes to  purchase  such
Notes,  the  Pledgor  hereby  agrees  with the  Trustee,  for the benefit of the
Trustee and for the ratable benefit of the Holders of the Notes, as follows:

          SECTION 1. Pledge and Grant of Security  Interest.  The Pledgor hereby
assigns and  pledges to the Trustee for its benefit and for the ratable  benefit
of the  Holders of the Notes,  and hereby  grants to the Trustee for its benefit
and for the ratable benefit of the Holders of the Notes, a security  interest in
the following (the "Collateral"):

          (a) the  Promissory  Note, as amended and restated on the date hereof,
     issued  by  GID  to  the  Pledgor  in  an  aggregate  principal  amount  of
     US$_________,  a copy of which is  attached  hereto as  Exhibit  A, and all
     interest,  cash, instruments and other property from time to time received,
     receivable  or otherwise  distributed  in respect of or in exchange for the
     Promissory Note, and

          (b) all proceeds of any or all of the foregoing.

          SECTION 2.  Security for  Obligation.  This Pledge  Agreement  and the
grant of a security interest in the Collateral  hereunder secures the prompt and
complete  payment  and  performance  when due  (whether at stated  maturity,  by
acceleration  or  otherwise)  of all the  Obligations,  whether  for  principal,
interest,  fees or  otherwise,  now or  hereafter  existing,  under this  Pledge
Agreement,  the Notes or the Indenture (all such Obligations  being the "Secured
Obligations").  Without  limiting the generality of the  foregoing,  this Pledge
Agreement  and the grant of a  security  interest  in the  Collateral  hereunder
secures  the  payment  of all  amounts  that  constitute  part  of  the  Secured
Obligations and would be owed by the Pledgor to the Trustee or the Holders under
the Notes or the Indenture but for the fact that they are  unenforceable  or not
allowable  due to the  existence  of a  bankruptcy,  reorganization  or  similar
proceeding involving the Pledgor.

          SECTION 3.  Delivery  of  Collateral.  The  Promissory  Note is hereby
endorsed and  delivered by the Pledgor to the Trustee and is  accompanied  by an
Acknowledgement  and  Consent  Agreement  (the   "Acknowledgement   and  Consent
Agreement"),  substantially  in the form of Exhibit B hereto,  executed  by GID,
whereby GID, among other things,  acknowledges and consents to the pledge of the
Promissory Note by the Pledgor.


                                       2
<PAGE>

          SECTION  4.   Representations  and  Warranties.   The  Pledgor  hereby
represents and warrants as of the date hereof that:

         (a) The execution and delivery by the Pledgor of, and the  performance
     by the Pledgor of its obligations  under,  this Pledge Agreement do not and
     will not  contravene  any  provision  of  applicable  law or the  estatutos
     sociales  of the  Pledgor  or any  material  agreement  or  other  material
     instrument  binding  upon the  Pledgor  or any of its  subsidiaries  or any
     judgment, order, decree, license or permit of any governmental body, agency
     or court  having  jurisdiction  over the  Pledgor or any of its  Restricted
     Subsidiaries,  or result in the creation or  imposition  of any Lien on any
     assets of the Pledgor, except for the security interests granted under this
     Pledge Agreement.

          (b) No consent of any other  person  and no  approval,  authorization,
     order of, action by or  qualification  with,  any  governmental  authority,
     regulatory  body,  agency  or other  third  party is  required  (i) for the
     execution,  delivery or performance by the Pledgor of its obligations under
     this Pledge  Agreement,  (ii) for the grant by the Pledgor of the  security
     interest  created  hereby,  for the pledge by the Pledgor of the Collateral
     pursuant to this Pledge  Agreement or (iii) for the exercise by the Trustee
     of the rights  provided  for in this Pledge  Agreement  or the  remedies in
     respect of the Collateral pursuant to this Pledge Agreement.

          (c) The Pledgor is the owner of the Collateral,  free and clear of any
     Lien or claims of any person or entity  (except for the security  interests
     created by this Pledge Agreement).

          (d)  This  Pledge  Agreement  has been  duly  authorized  and  validly
     executed and  delivered by the Pledgor and  constitutes a valid and binding
     agreement of the  Pledgor,  enforceable  against the Pledgor in  accordance
     with its terms  except as the  enforceability  thereof  may be  limited  by
     bankruptcy, insolvency, reorganization, or other similar laws affecting the
     enforcement  of  creditors'  rights  generally  and  to  general  equitable
     principles (regardless of whether the issue of enforceability is considered
     in a proceeding in equity or at law).

          (e) Upon the delivery of the Promissory Note to the Trustee the pledge
     and grant of a security interest in the Collateral  pursuant to this Pledge
     Agreement  for the benefit of the Trustee and the Holders of the Notes will
     constitute a valid and perfected  first priority  security  interest in the
     Collateral, securing the payment of the Secured Obligations.


                                       3
<PAGE>

          (f) There are no legal or governmental  proceedings pending or, to the
     best of the Pledgor's knowledge,  threatened to which the Pledgor or any of
     its  Restricted  Subsidiaries  is a party  that  would  affect the power or
     ability of the  Pledgor  to  perform  its  obligations  under  this  Pledge
     Agreement or to consummate the transactions contemplated hereby.

          (g)  Neither  the Pledgor nor the  Collateral  has any  immunity  from
     jurisdiction  of any court or from  set-off or any legal  process  (whether
     through service of notice, attachment prior to judgment,  attachment in aid
     of execution, execution or otherwise).

          (h) There is no tax, levy,  impost,  deduction,  charge or withholding
     imposed by the Pledgor's  jurisdiction of incorporation or any organization
     or any  political  subdivision  thereof on or by virtue of the execution or
     delivery of this Agreement.

          (i) To ensure the legality, validity,  enforceability or admissibility
     in  evidence  of  this   Agreement  in  the   Pledgor's   jurisdiction   of
     incorporation,  it is not necessary that this Pledge Agreement or any other
     document be filed or  recorded  with any court or other  authority  in such
     jurisdiction  or that any stamp or similar  tax be paid on or in respect of
     this Pledge Agreement.

          (j) GID has  duly  executed  and  delivered  the  Acknowledgement  and
     Consent Agreement.

          SECTION 5. Further Assurances. The Pledgor agrees that at any time and
from time to time, at the expense of the Pledgor,  it will promptly  execute and
deliver all further  instruments and documents,  and take all reasonable further
action,  that may be necessary,  or that the Trustee may reasonably  request, in
order to perfect and protect any  security  interest  granted or purported to be
granted  hereby or to enable the Trustee to exercise  and enforce its rights and
remedies hereunder with respect to the Collateral.

          SECTION 6.  Covenants.  The  Pledgor  covenants  and  agrees  with the
Trustee and the Holders of the Notes that from and after the date of this Pledge
Agreement  until the date that this Pledge  Agreement is terminated  pursuant to
Section 20 hereof:

          (a) that (i) it will not (and will not purport  to) sell or  otherwise
     dispose of the Collateral or its beneficial  interest therein,  and (ii) it
     will not create or permit to exist any Lien or other adverse interest in or
     with respect to its beneficial  interest in the Collateral  (except for the
     security interests granted under this Pledge Agreement);

          (b) that it will not (i) enter  into any  agreement  or  understanding
     that restricts or inhibits or purports to restrict or inhibit the Trustee's
     rights or remedies  hereunder,  or (ii) fail to pay or  discharge  any tax,
     assessment or levy of any nature with respect to its beneficial interest in
     the  Collateral  not later than five days prior to the date of any proposed
     sale under any judgment, writ or warrant of attachment with respect to such
     beneficial interest; and


                                       4
<PAGE>

          (c) that it will not amend,  waive or otherwise modify any term of the
     Promissory Note except as permitted thereunder.

          SECTION  7.  Power  of  Attorney.  The  Pledgor  hereby  appoints  and
constitutes  the Trustee as the Pledgor's  attorney-in-fact  (with full power of
substitution),  with full authority in the place and stead of the Pledgor and in
the  name of the  Pledgor  or  otherwise,  from  time  to time in the  Trustee's
discretion  following the occurrence and during the  continuation of an Event of
Default to take any action and to execute  any  instrument  that the Trustee may
deem necessary or advisable to accomplish the purposes of this Pledge Agreement;
provided,  however,  that the Trustee shall have no obligation to perform any of
the foregoing actions. The Pledgor agrees that if the power-of-attorney  granted
hereunder  shall  require any  formalities  under Mexican law, the pledgor shall
take any and all action  reasonably  requested  by the Trustee to complete  such
formalities.

          SECTION 8. No Assumption of Duties;  Reasonable  Care.  The rights and
powers conferred on the Trustee hereunder are solely to preserve and protect the
security  interest  of the  Trustee  and the  Holders of the Notes in and to the
Collateral  granted hereby and shall not be interpreted to, and shall not impose
any duties on the Trustee in  connection  therewith  other than those  expressly
provided  herein  or  imposed  under  applicable  law.  Except  as  provided  by
applicable  law or by the  Indenture,  the  Trustee  shall  be  deemed  to  have
exercised  reasonable care in the custody and  preservation of the Collateral in
its possession if the Collateral is accorded  treatment  substantially  equal to
that which the Trustee accords similar  property held by the Trustee for its own
account,  it being understood that the Trustee in its capacity as such shall not
have any  responsibility  for (a)  ascertaining or taking action with respect to
calls,  conversions,  exchanges,  maturities  or other  matters  relative to any
Collateral,  whether or not the  Trustee has or is deemed to have  knowledge  of
such matters,  (b) taking any  necessary  steps to preserve  rights  against any
parties with respect to any  Collateral or (c) investing or  reinvesting  any of
the Collateral or any loss on any investment.

          SECTION 9.  Indemnity;  Trustee's  Limitation of Liability to Pledgor.
(a) The Pledgor shall indemnify, reimburse, hold harmless and defend the Trustee
and its directors,  officers, agents and employees, from and against any and all
claims,  actions,  obligations,  liabilities and expenses,  including reasonable
defense costs,  reasonable  investigative  fees and costs,  and reasonable legal
fees and damages  arising from the Trustee's  performance or lack of performance
as Trustee  under this Pledge  Agreement,  except to the extent that such claim,
action,  obligation,  liability or expense is directly  attributable  to the bad
faith, gross negligence or willful misconduct of such indemnified  person.  This
indemnity  shall be a  continuing  obligation  of the  Pledgor,  its  respective
successors  and  assigns,   notwithstanding   the  termination  of  this  Pledge
Agreement.


                                       5
<PAGE>

          (b) If at any  time  the  Trustee  is  served  with  any  judicial  or
     administrative order, judgment, decree, writ or other form of judicial or
     administrative process which in any way affects Collateral (including, but
     not limited to, orders of attachment or garnishment or other forms of
     levies or injunctions or stays relating to the transfer of Collateral), the
     Trustee is authorized to comply therewith in any manner as it or its legal
     counsel of its own choosing deems appropriate and if the Trustee complies
     with any such judicial or administrative order, judgment, decree, writ or
     other form of judicial or administrative process, the Trustee shall not be
     liable to the Pledgor even though such order, judgment, decree, writ or
     process may be subsequently modified or vacated or otherwise determined to
     have been without legal force or effect.

          (c) The Trustee  shall not incur any  liability to the Pledgor for not
     performing any act or fulfilling any duty, obligation or responsibility
     hereunder by reason of any occurrence beyond the control of the Trustee
     (including, but not limited to, any act or provision or any present or
     future law or regulation or governmental authority, any act of God or war,
     or the unavailability of the Federal Reserve Bank wire or telex or other
     wire or communication facility).

          (d) The Trustee shall not be  responsible in any respect for the form,
     execution, validity, value or genuineness of documents or securities
     deposited hereunder, or for any description therein, or for the identity,
     authority or rights of persons executing or delivering or purporting to
     execute or deliver any such document, security or endorsement.

          SECTION 10.  Remedies  Upon Event of Default.  If any Event of Default
under the Indenture  (any such Event of Default being referred to in this Pledge
Agreement as an "Event of Default") shall have occurred and be continuing:

          (a) The Trustee may exercise in respect of the Collateral, in addition
     to other rights and remedies provided for herein or otherwise  available to
     it, all the rights and remedies of a secured  party upon default  under the
     Uniform  Commercial  Code in  effect  in the State of New York at such time
     (the "N.Y.  Uniform  Commercial  Code")  (whether  or not the N.Y.  Uniform
     Commercial  Code applies to the affected  Collateral)  and also may without
     notice except as specified  below,  sell the Collateral or any part thereof
     in one or more parcels at public or private  sale,  at any of the Trustee's
     offices or elsewhere,  for cash, on credit or for future delivery, and upon
     such other terms as the Trustee may deem  commercially  reasonable.  To the
     extent notice of sale shall be required by law, at least 10 Business  Days'
     notice to the  Pledgor of the time and place of any public sale or the time
     after  which any  private  sale is to be made shall  constitute  reasonable
     notification.  The  Trustee  shall  not be  obligated  to make  any sale of
     Collateral  regardless of notice of sale having been given. The Trustee may
     adjourn any public or private sale from time to time by announcement at the
     time and place fixed therefor,  and such sale may,  without further notice,
     be made at the time and place to which it was so adjourned.



                                       6
<PAGE>

          (b) All cash  proceeds  received by the Trustee in respect of any sale
     of,  collection  from,  or  other  realization  upon all or any part of the
     Collateral may, in the discretion of the Trustee, be held by the Trustee as
     collateral for,  and/or then or at any time thereafter  applied in whole or
     in part by the Trustee for the ratable  benefit of the Holders of the Notes
     against,  all or any part of the Secured  Obligations  in such order as the
     Trustee shall elect.  Any surplus of such cash or cash proceeds held by the
     Trustee and remaining after payment in full of all the Secured  Obligations
     shall be paid over to the Pledgor or to whomsoever may be lawfully entitled
     to receive such surplus.

          SECTION 11. Security Interest Absolute. The obligations of the Pledgor
under this Agreement are independent of the Secured Obligations,  and a separate
action or actions may be brought and  prosecuted  against the Pledgor to enforce
this Pledge Agreement, irrespective of whether any action is brought against the
Pledgor or whether  the  Pledgor is joined in any such  action or  actions.  All
rights of the Trustee  and the  Holders of the Notes and the pledge,  assignment
and security interest  hereunder,  and all obligations of the Pledgor hereunder,
shall be absolute and unconditional, irrespective of:

          (a) any lack of validity or  enforceability  of the Indenture or Notes
     or any other agreement or instrument relating thereto;

          (b) any change in the time,  manner or place of payment  of, or in any
     other  term  of,  all  or  any of the  Secured  Obligations,  or any  other
     amendment or waiver of or any consent to any departure from the Indenture;

          (c) any taking, exchange,  surrender, release or non-perfection of any
     Liens on any other collateral for all or any of the Secured Obligations;

          (d) any manner of application of collateral,  or proceeds thereof,  to
     all or any of the  Secured  Obligations,  or any  manner  of sale or  other
     disposition of any collateral for all or any of the Secured  Obligations or
     any other assets of the Pledgor;

          (e)  any  change,   restructuring  or  termination  of  the  corporate
     structure or existence of the Pledgor; or

          (f) any other circumstance which might otherwise  constitute a defense
     available  to, or a  discharge  of, the  Pledgor in respect of the  Secured
     Obligations or of this Pledge Agreement.

          SECTION 12. Notices. Any notice or communication given hereunder shall
be sufficiently  given if in  writing  and  delivered  in  person  or mailed by
reputable commercial courier service or telecopier  communication,  addressed as
follows:

                                       7
<PAGE>

          if to the Pledgor:

             Corporacion Durango, S.A. de C.V.
             Torre Corporacion Durango
             Potasio 150
             Ciudad Industrial
             Durango, Durango
             United Mexican States
             Attention: Legal Counsel



          if to the Trustee:

             The Chase Manhattan Bank
             450 West 33rd Street
             15th Floor
             New York, NY 10001-2697
             Attention: Catherine Donohue

All  such  notices  and  other  communications  shall,  when  sent by  reputable
commercial  courier,  telecopied  or telexed,  respectively,  be effective  when
couriered,   transmitted  by  telecopier  or  confirmed  by  telex   answerback,
respectively, addressed as aforesaid.

          Section 13. Severability.  The provisions of this Pledge Agreement are
severable,  and if any clause or  provision  shall be held  invalid,  illegal or
unenforceable in whole or in part in any  jurisdiction,  then such invalidity or
unenforceability   shall  affect  in  that  jurisdiction  only  such  clause  or
provision,  or part  thereof,  and shall not in any manner affect such clause or
provision  in any other  jurisdiction  or any other  clause or provision of this
Pledge Agreement in any jurisdiction.

          Section 14. Headings.  The headings in this Pledge Agreement have been
inserted for  convenience  of reference  only,  are not to be  considered a part
hereof and shall in no way  modify or  restrict  any of the terms or  provisions
hereof.

          Section 15. Counterpart Originals. This Pledge Agreement may be signed
in two or more counterparts,  each of which shall be deemed an original, but all
of which shall together constitute one and the same agreement.

          Section  16.  Benefits  of Pledge  Agreement.  Nothing in this  Pledge
Agreement,  express or implied, shall give to any person, other than the parties
hereto and their successors hereunder, and the Holders of the Notes, any benefit
or any legal or equitable right, remedy or claim under this Pledge Agreement.


                                       8
<PAGE>

          Section 17. Amendments,  Waivers and Consents. Any amendment or waiver
of any  provision of this Pledge  Agreement  and any consent to any departure by
the Pledgor from any provision of this Pledge  Agreement shall be effective only
if made or duly given in compliance  with all of the terms and provisions of the
Indenture,  and then  such  waiver or  consent  shall be  effective  only in the
specific  instance  and for the specific  purpose for which  given.  Neither the
Trustee nor any Holder of Notes shall be deemed, by any act, delay,  indulgence,
omission or otherwise,  to have waived any right or remedy  hereunder or to have
acquiesced  in any  Default  or Event of  Default or in any breach of any of the
terms and  conditions  hereof.  Failure of the Trustee or any Holder of Notes to
exercise, or delay in exercising,  any right, power or privilege hereunder shall
not preclude any other or further  exercise thereof or the exercise of any other
right, power or privilege. A waiver by the Trustee or any Holder of Notes of any
right or remedy hereunder on any one occasion shall not be construed as a bar to
any right or remedy that the  Trustee or such  Holder of Notes  would  otherwise
have on any future  occasion.  The  rights  and  remedies  herein  provided  are
cumulative, may be exercised singly or concurrently and are not exclusive of any
rights or remedies provided by law.

          Section 18.  Interpretation of Agreement.  As long as the Trustee acts
in good  faith  to the  extent  a term or  provision  of this  Pledge  Agreement
conflicts  with the Indenture,  the Indenture  shall control with respect to the
subject matter of such term or provision.  Notwithstanding the foregoing and any
other  provision of this Pledge  Agreement or the  Indenture,  the Trustee shall
have no fiduciary responsibility under this Pledge Agreement.

          Section 19. Continuing Security Interest.  This Pledge Agreement shall
create a continuing security interest in and to the Collateral and shall, unless
otherwise  provided  in this Pledge  Agreement,  remain in full force and effect
until  the  payment  in full in cash of the  Secured  Obligations.  This  Pledge
Agreement  shall be binding upon the Pledgor,  its  transferees,  successors and
assigns,  and shall inure,  together with the rights and remedies of the Trustee
hereunder,  to the  benefit of the  Trustee,  the Holders of the Notes and their
respective successors, transferees and assigns.

          Section  20.  Termination.  So long as no Event of Default  shall have
occurred and be  continuing,  this Pledge  Agreement  shall  terminate  upon the
earlier of (i) the payment in full in cash of the Secured  Obligations  and (ii)
the Pledge  Release Date (as defined in the  Supplemental  Indenture).  Upon any
such  termination,  the Trustee  will,  at the  Pledgor's  expense,  execute and
deliver to the Pledgor such documents as the Pledgor shall reasonably request to
evidence such termination.

          Section  21.   Survival  of   Representations   and   Covenants.   All
representations,  warranties and covenants of the Pledgor contained herein shall
survive the execution and delivery of this Pledge Agreement, and shall terminate
only upon the termination of this Pledge Agreement.


                                       9
<PAGE>

          Section 22.  Authority of the Trustee.  (a) The Trustee shall have and
be entitled to exercise all powers  hereunder that are  specifically  granted to
the Trustee by the terms  hereof,  together  with such powers as are  reasonably
incident  thereto.  The Trustee may  perform any of its duties  hereunder  or in
connection  with the  Collateral by or through  agents or employees and shall be
entitled to retain  counsel  and to act in  reliance  upon the advice of counsel
concerning  all such  matters.  Except as otherwise  expressly  provided in this
Pledge  Agreement  or the  Indenture,  neither  the  Trustee  nor any  director,
officer,  employee,  attorney  or agent of the  Trustee  shall be  liable to the
Pledgor  for any  action  taken or omitted  to be taken by the  Trustee,  in its
capacity as Trustee,  hereunder,  except for its own bad faith, gross negligence
or  willful  misconduct,  and  the  Trustee  shall  not be  responsible  for the
validity,  effectiveness  or  sufficiency  hereof or of any document or security
furnished pursuant hereto. The Trustee and its directors,  officers,  employees,
attorneys and agents shall be entitled to rely on any communication,  instrument
or  document  believed  by it or them to be genuine and correct and to have been
signed or sent by the proper person or persons.

          (b) The Pledgor  acknowledges that the rights and  responsibilities of
the Trustee under this Pledge  Agreement with respect to any action taken by the
Trustee or the  exercise or  non-exercise  by the Trustee of any option,  right,
request,  judgment or other right or remedy  provided for herein or resulting or
arising  out of this  Pledge  Agreement  shall,  as between  the Trustee and the
Holders of the Notes, be governed by the Indenture and by such other  agreements
with respect  thereto as may exist from time to time among them, but, as between
the Trustee and the Pledgor,  the Trustee shall be  conclusively  presumed to be
acting as agent for the Holders of the Notes with full and valid authority so to
act or refrain from acting,  and the Pledgor  shall not be obligated or entitled
to make any inquiry respecting such authority.

          Section 23.  Rights of Holders of the Notes.  No Holder of Notes shall
have any  independent  rights  hereunder  other  than  those  rights  granted to
individual Holders of the Notes pursuant to the Indenture; provided that nothing
in this subsection shall limit any rights granted to the Trustee under the Notes
or the Indenture.

          Section 24. Governing Law; Submission to Jurisdiction; Terms. (a) This
Pledge  Agreement  shall be governed by, and construed in accordance  with,  the
laws of the State of New York. Unless otherwise defined herein, terms defined in
Article  9 of the  Uniform  Commercial  Code of the  State  of New York are used
herein as therein defined.

          (b) The Pledgor hereby irrevocably  submits to the jurisdiction of any
New York State or Federal  court (to the extent  such court has  subject  matter
jurisdiction)  sitting in New York City and to the  courts of its own  corporate
domicile in respect of any  actions  brought  against it as a defendant  and any
appellate  court from any thereof in any action or proceeding  arising out of or
relating to this Pledge  Agreement,  and the Pledgor hereby  irrevocably  agrees
that all  claims  in  respect  of such  action  or  proceeding  may be heard and
determined in any such court.

                                      10
<PAGE>

The Pledgor hereby irrevocably waives, to the fullest extent it may effectively
do so, the defense of an inconvenient forum to the maintenance of such action or
proceeding and any right which it may be entitled on account of place of
residence or domicile. Solely for the purposes of this Pledge Agreement, to the
full extent permitted by law the Pledgor hereby irrevocably appoints Durango
Paper Company, 1000 Osborne Street, St. Marys, Georgia 31558, Attention:
Prudencio Calderon, as its agent to receive on behalf of the Pledgor and its
property service of copies of the summons and complaint and any other process
which may be served in any such action or proceeding. Such service may be made
by mailing or delivering a copy of such process to the Pledgor in care of the
Durango Paper Company at such its address stated above, and the Pledgor hereby
irrevocably authorizes and directs Durango Paper Company to accept such service
on its behalf. The Pledgor agrees that a final judgment in any such action or
proceeding shall be conclusive and may be enforced in other jurisdictions by
suit on the judgment or in any other manner provided by applicable law.

          (c) Nothing in this  Section 24 shall  affect the right of the Trustee
to serve legal process in any other manner permitted by applicable law or affect
any  right  which  the  Trustee  would  otherwise  have to bring  any  action or
proceeding  against  the  Pledgor  or  its  property  in  the  courts  of  other
jurisdictions.

          (d) To the extent that the Pledgor  has or  hereafter  may acquire any
immunity  from  jurisdiction  of any  court or from any legal  process  (whether
through service or notice,  attachment  prior to judgment,  attachment in aid of
execution,  execution or otherwise) with respect to itself or its property,  the
Pledgor to the extent permitted by law hereby  irrevocably  waives such immunity
in respect of its obligations  under this Pledge Agreement and, without limiting
the  generality  of the  foregoing,  agrees  that the  waivers set forth in this
subsection  (d) shall have the fullest scope  permitted  under the United States
Foreign  Sovereign  Immunities  Act of 1976, as amended,  and are intended to be
irrevocable for purposes of such Act.

          Section 25. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY
WAIVES  ALL RIGHT TO TRIAL BY JURY IN ANY  ACTION,  PROCEEDING  OR  COUNTERCLAIM
(WHETHER  BASED ON CONTRACT,  TORT OR  OTHERWISE)  ARISING OUT OF OR RELATING TO
THIS PLEDGE AGREEMENT,  THE TRANSACTIONS  CONTEMPLATED THEREBY OR THE ACTIONS OF
THE  PLEDGOR  OR THE  TRUSTEE  OR ANY  HOLDER  OF NOTES  IN THE  ADMINISTRATION,
PERFORMANCE OR ENFORCEMENT THEREOF.


                                      11
<PAGE>

         Section 26.  Waiver of Liability.  The Pledgor  agrees that neither
the Holder of Notes nor the Trustee in its  capacity  as Trustee  shall have any
liability to the Pledgor  (whether  arising in tort,  contract or otherwise) for
losses suffered by the Pledgor in connection with, arising out of, or in any way
related to, the transactions  contemplated by this Pledge Agreement, or any act,
omission or event occurring in connection therewith,  unless it is determined by
a final nonappealable judgment of a court that is binding on the Trustee or such
Holder of Notes, as the case may be, that such losses were the result of acts or
omissions on the part of the Trustee or such  Holders of Notes,  as the case may
be, constituting bad faith, gross negligence, or willful misconduct.



                                      12
<PAGE>

          IN WITNESS WHEREOF,  the Pledgor and the Trustee have each caused this
Pledge  Agreement to be duly  executed and  delivered as of the date first above
written.


                                    Pledgor:

                                    CORPORACION DURANGO, S.A. DE C.V.


                                    By:______________________________
                                       Name:
                                       Title:


                                    Trustee:

                                    THE CHASE MANHATTAN BANK


                                    By:____________________________
                                       Name:
                                       Title:
<PAGE>

                                                                       EXHIBIT A


                   Form of GID Unsubordinated Promissory Note
<PAGE>

                                                                       EXHIBIT B


                  Form of Acknowledgment and Consent Agreement

          The  undersigned  hereby  acknowledges  notice of, and consents to the
terms and  provisions  of,  the Pledge  Agreement  as amended  and  restated  on
_________,  2001 (the "Pledge  Agreement",  the terms defined therein being used
herein as therein  defined)  between  Corporacion  Durango,  S.A.  de C.V.  (the
"Pledgor")  and The Chase  Manhattan  Bank, as Trustee (the  "Trustee")  for the
holders of the 13 1/8% Senior Notes due 2006 (the "Senior  Notes")  issued under
the Indenture  dated as of February 5, 2001 between the Pledgor and the Trustee,
and hereby agrees with the Trustee that:

     (a)  The  Trustee  shall be  entitled  to  exercise  any and all rights and
          remedies  of the  Pledgor  under the  unsubordinated  promissory  note
          issued by the  undersigned  to the Pledgor (as amended and restated on
          the date hereof,  the "GID Note") in accordance  with the terms of the
          Pledge  Agreement,  and the  undersigned  shall comply in all respects
          with such exercise.

     (b)  The  undersigned  will not make any prepayment of principal  under the
          GID Note, except as expressly provided therein.

          This  Acknowledgement  and Consent Agreement shall be binding upon the
undersigned and its successors and assigns,  and shall inure,  together with the
rights and remedies of the Trustee hereunder, to the benefit of the Trustee, the
holders of the Senior  Notes and their  permitted  successors,  transferees  and
assigns.  This  Acknowledgement  and Consent  Agreement shall be governed by and
construed in accordance with the laws of the State of New York.

          [The remainder of this page has been left intentionally blank]
<PAGE>

          IN  WITNESS   WHEREOF,   the   undersigned   has  duly  executed  this
Acknowledgement  and  Consent  Agreement  as of the date set  opposite  its name
below.


Dated:  _______________            GRUPO INDUSTRIAL DURANGO, S.A. DE C.V.


                                   By______________________________________
                                     Name:
                                     Title: