Exhibit 2(b)(4)  
  GRUMA,
S.A. de C.V.,
as Company  and  JPMORGAN
CHASE BANK, N.A.
as Trustee  
  INDENTURE Dated
as of December 3, 2004  
   7.75%
Perpetual Bonds


TABLE OF CONTENTS  ARTICLE I
  DEFINITIONS AND
  OTHER PROVISIONS OF GENERAL APPLICATIONSECTION 1.1.
  DefinitionsSECTION
  1.2.
  Compliance
  Certificates and OpinionsSECTION
  1.3.
  Form
  of Documents Delivered to TrusteeSECTION
  1.4.
  Acts of
  Holders; Record DatesSECTION
  1.5.
  Notices,
  etc., to Trustee and CompanySECTION 1.6.
  Notice to
  Holders; WaiverSECTION
  1.7.
  Effect
  of Headings and Table of ContentsSECTION 1.8.
  Successors and
  AssignsSECTION 1.9.
  Separability ClauseSECTION 1.10.
  Benefits of
  IndentureSECTION
  1.11.
  Trust
  Indenture Act ControlsSECTION 1.12.
  Governing LawSECTION 1.13.
  Contract CurrencySECTION 1.14.
  Submission to
  JurisdictionSECTION 1.15.
  Legal HolidaysSECTION 1.16.
  CounterpartsARTICLE II
  FORM OF BONDSSECTION 2.1.
  Forms GenerallySECTION 2.2.
  Global BondsSECTION
  2.3.
  Restrictive
  Legends on Restricted BondsSECTION 2.4.
  Exchange BondsARTICLE
  III
  ISSUE,
  EXECUTION, DENOMINATION AND REGISTRATION OF BONDSSECTION
  3.1.
  Additional
  Bonds; Title and TermsSECTION 3.2.
  Ranking of the BondsSECTION 3.3.
  Denominations of
  BondsSECTION
  3.4.
  Execution,
  Authentication, Delivery and DatingSECTION 3.5.
  Temporary BondsSECTION
  3.6.
  Trustee;
  Paying Agents and Transfer AgentsSECTION
  3.7.
  Registrar;
  Registration, Registration of Transfer and ExchangeSECTION
  3.8.
  Mutilated,
  Destroyed, Lost and Stolen Bonds  i


SECTION
  3.9.
  Payment;
  Payment Rights PreservedSECTION
  3.10.
  Withholding
  Taxes; Payment of Additional Amounts; Tax DocumentationSECTION 3.11.
  Persons Deemed
  OwnersSECTION 3.12.
  CancellationSECTION 3.13.
  Computation of
  InterestSECTION 3.14.
  CUSIP NumberARTICLE
  IV
  DISCHARGE
  OF INDENTURE; DEFEASANCESECTION 4.1.
  Discharge of Liability on Bonds;
  DefeasanceSECTION 4.2.
  Conditions to DefeasanceSECTION 4.3.
  Application of Trust MoneySECTION 4.4.
  Repayment to CompanySECTION 4.5.
  Indemnity for U.S. Government ObligationsSECTION 4.6.
  ReinstatementARTICLE V
  REMEDIESSECTION 5.1.
  Events of DefaultSECTION 5.2.
  Acceleration of Maturity; Rescission and
  AnnulmentSECTION 5.3.
  Collection of Debt and Suits for
  Enforcement by TrusteeSECTION 5.4.
  Trustee May File Proofs of ClaimSECTION 5.5.
  Trustee May Enforce Claims Without
  Possession of the BondsSECTION 5.6.
  Application of Money CollectedSECTION 5.7.
  Limitation on SuitsSECTION 5.8.
  Unconditional Right of Holders to Receive
  PaymentSECTION 5.9.
  Restoration of Rights and RemediesSECTION 5.10.
  Rights and Remedies CumulativeSECTION 5.11.
  Delay or Omission Not WaiverSECTION 5.12.
  Control by HoldersSECTION 5.13.
  Undertaking for
  CostsSECTION
  5.14.
  Waiver
  of Usury, Stay or Extension LawsARTICLE VI
  THE TRUSTEESECTION 6.1.
  Acceptance of TrustsSECTION
  6.2.
  Certain
  Duties and ResponsibilitiesSECTION 6.3.
  Notice of Defaults  ii


SECTION 6.4.
  Certain Rights
  of TrusteeSECTION
  6.5.
  Not
  Responsible for Recitals or Issuance of BondsSECTION 6.6.
  May Hold BondsSECTION 6.7.
  Money Held in TrustSECTION
  6.8.
  Compensation
  and ReimbursementSECTION
  6.9.
  Disqualification;
  Conflicting InterestsSECTION
  6.10.
  Corporate
  Trustee Required; EligibilitySECTION
  6.11.
  Resignation
  and Removal; Appointment of SuccessorSECTION
  6.12.
  Acceptance
  of Appointment by SuccessorSECTION
  6.13.
  Merger,
  Conversion, Consolidation or Succession to BusinessSECTION
  6.14.
  Preferential
  Collection of Claims Against CompanySECTION
  6.15.
  Appointment
  of Authenticating AgentARTICLE
  VII
  HOLDERS
  LISTS AND REPORTS BY TRUSTEE AND COMPANYSECTION
  7.1.
  Company
  to Furnish Trustee Names and Addresses of HoldersSECTION
  7.2.
  Preservation
  of Information; Communications to HoldersSECTION 7.3.
  Reports by the
  TrusteeSECTION 7.4.
  Reports by the
  CompanyARTICLE
  VIII
  CONSOLIDATION,
  MERGER, CONVEYANCE, LEASE OR TRANSFERSECTION
  8.1.
  Company
  May Consolidate, etc., Only on Certain TermsSECTION
  8.2.
  Successor
  Corporation SubstitutedARTICLE
  IX
  MEETINGS;
  AMENDMENTS; SUPPLEMENTAL INDENTURESSECTION
  9.1.
  Calling
  of Meetings, Notice and QuorumSECTION
  9.2.
  Amendments
  and Supplemental Indentures without Consent of HoldersSECTION
  9.3.
  Amendments
  and Supplemental Indentures with Consent of HoldersSECTION
  9.4.
  Execution
  of Amendments or Supplemental IndenturesSECTION
  9.5.
  Effect
  of Modifications, Amendments and Supplemental IndenturesSECTION
  9.6.
  Reference
  in Bonds to Modifications, Amendments and Supplemental IndenturesSECTION
  9.7.
  Compliance
  with the Trust Indenture ActARTICLE X
  COVENANTSSECTION 10.1.
  Corporate ExistenceSECTION
  10.2.
  Maintenance
  of Books and Records  iii


SECTION 10.3.
  Reporting
  RequirementsSECTION 10.4.
  Limitation on LiensSECTION
  10.5.
  Limitation
  on Sale/Leaseback TransactionsSECTION 10.6.
  Further AssurancesARTICLE
  XI
  REDEMPTION
  OF BONDSSECTION 11.1.
  Right of RedemptionSECTION
  11.2.
  Election
  to Redeem; Notice to TrusteeSECTION 11.3.
  Notice of
  RedemptionSECTION
  11.4.
  Deposit of
  Redemption PriceSECTION
  11.5.
  Bonds
  Payable on Redemption Date  iv


EXHIBITS  Exhibit
  A
  
  
  
  [FORM OF
  FACE OF BOND]Exhibit
  B
  
  
  
  FORM OF
  TRANSFER CERTIFICATE FOR TRANSFER FROM RESTRICTED GLOBAL BOND TO REGULATION S
  GLOBAL BOND (Transfers pursuant to Section 3.7(c)(ii) of Indenture)Exhibit C
  
  
  
  FORM OF TRANSFER CERTIFICATE FOR TRANSFER
  FROM REGULATION S GLOBAL BOND TO RESTRICTED GLOBAL BOND PRIOR TO EXPIRATION
  OF RESTRICTED PERIOD (Transfers pursuant to Section 3.7(c)(iii) of
  Indenture)


INDENTURE, dated as of December 3, 2004, between
GRUMA, S.A. de C. V. (herein called the Company), a corporation (sociedad anónima de capital variable) organized and existing
under the laws of the United Mexican States (Mexico) and JPMORGAN
CHASE BANK, N.A., a national banking association, as Trustee (herein called the
Trustee).  RECITALS OF THE COMPANY  The creation of an issue of its 7.75% Perpetual Bonds
(the Bonds) as hereinafter set forth, has been duly authorized by the
Company, and to provide therefor the Company has duly authorized the execution
and delivery of this Indenture.  All things necessary to be done by the Company to make
the Bonds, when executed by the Company and authenticated and delivered
hereunder and duly issued by the Company upon payment therefor by the purchasers
thereof, the valid obligations of the Company, and to make this Indenture a
valid agreement of the Company, in accordance with their and its terms,
respectively, have been done.  NOW, THEREFORE, THIS INDENTURE WITNESSETH:  For and in consideration of the premises and the
purchase of the Bonds by the Holders (as hereinafter defined) thereof, it is
mutually covenanted and agreed, for the equal and proportionate benefit of all
Holders of the Bonds, as follows:  ARTICLE I DEFINITIONS AND OTHER
PROVISIONS
OF GENERAL APPLICATION  SECTION 1.1.Definitions.  (a)For
all purposes of this Indenture, except as otherwise expressly provided or
unless the context otherwise requires:  (1)the
terms defined in this Article have the meanings assigned to them in this Article,
and include the plural as well as the singular;  (2)all
accounting terms not otherwise defined herein have the meanings assigned to
them in accordance with Mexican GAAP (as hereinafter defined) (whether or not
such is indicated herein);  (3)unless
the context otherwise requires, any reference to an Article or a Section
refers to an Article or a Section, as the case may be, of this Indenture; and  (4)the
words herein, hereof and hereunder and other words of similar import
refer to this Indenture as a whole and not to any particular Article.  For purposes of the following
definitions and the Indenture generally, unless otherwise specified, all
calculations and determinations shall be based upon the latest available
audited annual or unaudited quarterly consolidated financial statements of the
Company and its Subsidiaries prepared in accordance with Mexican GAAP (as
defined herein).  Act when used with respect to any Holder has the
meaning specified in Section 1.4.


Additional Amounts has the meaning specified in the
Bonds.  Additional Bonds means Bonds, other than the Initial
Bonds, issued pursuant to the provisions of Section 3.1(a).  Affiliate means, with respect to any specified
Person, any other Person that, directly or indirectly, is in control of, is
controlled by, or is under common control with, such specified Person, where control
means the power, direct or indirect, to direct or cause the direction of the
management and policies of such Person whether by contract, ownership of
securities or otherwise, and the terms controlling and controlled have
meanings correlative to the foregoing.  Attributable Debt means, with respect to a
Sale/Leaseback Transaction, as at the time of determination, the present value
(discounted at the interest rate borne by the Bonds, compounded annually) of
the total net obligations of the lessee for rental payments (excluding any
amounts required to be paid by the lessee for maintenance and repairs,
insurance, taxes and similar items) during the remaining term of the lease
included in such Sale/Leaseback Transaction (including any period for which
such lease has been extended).  Authenticating Agent means any Person authorized by
the Trustee to authenticate Bonds under Section 6.15.  Authorized Newspaper means, so long as the Bonds are
listed on a securities exchange and such exchange so requires, a newspaper
published in the city in which such securities exchange is located; provided, however, that for so long as the Bonds are listed
on the Luxembourg Stock Exchange, the term Authorized Newspaper shall include
the Luxembourg Wort (in each case, subject to the next sentence).  If, because of temporary or permanent
suspension of publication or general circulation of any newspaper or for any
other reason, it is impossible or, in the opinion of the Trustee, impracticable
to make reasonable publication of any notice required herein in a newspaper
published in the city in which the securities exchange is located, Authorized
Newspaper shall mean any publication in an English language newspaper of
general circulation in Europe.  Board means the Board of Directors of the Company,
or any duly authorized committee of the Board of Directors recognized in the estatutos sociales of the Company and formed in accordance
with applicable law.  Board Resolution means a copy of a resolution
certified by the Secretary or an Assistant Secretary of the Company to have
been duly adopted by the Board and to be in full force and effect on the date
of such certification and delivered to the Trustee.  Bonds has the meaning specified in the first recital
of this Indenture and includes the Initial Bonds and any Additional Bonds.  Business Day means any day other than a Saturday, a
Sunday or a day on which banking institutions in the Borough of Manhattan, The
City of New York or, with respect to any payment on the Bonds, if there is a
Paying Agent in Luxembourg, in Luxembourg or, with respect to any place of
payment, in such place of payment, are authorized or obligated by law,
executive order or regulation to close.  Capital Lease Obligation means, with respect to any
Person, any obligation which is required to be classified and accounted for as
a capital lease on the face of a balance sheet of such Person prepared in
accordance with Mexican GAAP (or, in the case of any Subsidiary organized under
the laws of any State  2


of the United States,
U.S. GAAP); the amount of such obligation shall be the capitalized amount
thereof, determined in accordance with Mexican GAAP (or, in the case of any
Subsidiary organized under the laws of any State of the United States, U.S.
GAAP); and the Stated Maturity thereof shall be the date of the last payment of
rent or any other amount due under such lease prior to the first date upon
which such lease may be terminated by the lessee without payment of a penalty.  Capital Stock means, with respect to any Person, any
shares, interests, rights to purchase, warrants, options, participations or
other equivalents of or interests (however designated) in such Person.  Clearstream means Clearstream Banking, S.A. and its
successors.  Closing Date means, (i) with respect to the Initial
Bonds, the date of closing of the sale of such Initial Bonds pursuant to the
provisions of the Purchase Agreement, and (ii) with respect to any Additional
Bonds, the date of issuance and first delivery of such Additional Bonds to the
initial Holder(s) thereof.  Commission means the United States Securities and
Exchange Commission.  Company means the Person named as the Company in
the introductory paragraph of this Indenture, until a successor Person shall
have become such pursuant to the applicable provisions of this Indenture, and
thereafter Company shall mean such successor Person.  Company Request or Company Order means a written
request or order signed in the name of the Company and delivered to the Trustee
by or on behalf of any two executive officers of the Company, one of which is
Chairman of the Board, President, Chief Executive Officer, Executive Vice
President, Chief Administrative Officer, General Counsel, Chief Financial
Officer, the Corporate Treasurer or the Subdirector of Financial Development
and the other of which may be any other executive officer of the Company or
Person who has a power of attorney granted by the shareholders of the Company,
the Board or any authorized attorney-in-fact of the Company and delivered to
the Trustee, which shall comply with Section 1.2.  Consolidated Net Tangible Assets means, as of any
date of determination, the total assets appearing on the Companys most recent
internally available consolidated balance sheet, less goodwill and other
intangibles (other than patents, trademarks, copyrights, licenses and other
intellectual property) shown on the Companys most recent internally available
consolidated balance sheet.  Corporate Trust Office means the principal office of
the Trustee at which at any particular time its corporate trust business shall
be principally administered, which office is, at the date of execution of this
instrument, located at 4 New York Plaza, 15th Floor, New York, New York 10004;
Attention:  Institutional Trust Services.  corporation includes corporations, associations,
companies and business trusts.  Debt means, with respect to any Person (without
duplication):  (i)the
principal of and premium, if any, in respect of (A) indebtedness of such Person
for money borrowed and (B) indebtedness evidenced by notes, debentures, bonds or
other similar instruments for the payment of which such Person is responsible
or liable;  (ii)all
Capital Lease Obligations of such Person;  3


(iii)all
obligations of such Person issued or assumed as the deferred and unpaid
purchase price of Property, all conditional sale obligations of such Person and
all obligations of such Person under any title retention agreement (but
excluding trade accounts payable arising in the ordinary course of business or
other obligations in the ordinary course of business which are outstanding for
not more than 60 days);  (iv)all
obligations of such Person for the reimbursement of any obligor on any letter
of credit, bankers acceptance or similar credit transaction (other than
obligations with respect to letters of credit securing obligations (other than
obligations described in (i) through (iii) above) entered into in the ordinary
course of business of such Person to the extent such letters of credit are not
drawn upon or, if and to the extent drawn upon, such drawing is reimbursed no
later than the fifth Business Day following receipt by such Person of a demand
for reimbursement following payment on the letter of credit);  (v)the
amount of all obligations of such Person with respect to the redemption,
repayment or other repurchase of any Redeemable Stock (but excluding any
accrued dividends);  (vi)any
liability under any agreements or instruments in respect of interest rate or
currency swap, exchange or hedging transactions or other financial derivatives
transactions;  (vii)all
obligations of the type referred to in clauses (i) through (v) of other
Persons and all dividends of other Persons for the payment of which, in either
case, such Person is responsible or liable, directly or indirectly, as obligor,
guarantor or otherwise, including by means of any Guarantee (excluding any
Guarantee by the Company of any obligations of its Subsidiaries or Guarantees
by any Subsidiary of obligations of the Company or any other Subsidiary); and  (viii)all
obligations of the type referred to in clauses (i) through (vi) of other
Persons secured by any Lien on any Property of such Person (whether or not such
obligation is assumed by such Person), the amount of such obligation being
deemed to be the lesser of the value of such Property or the amount of the
obligation so secured.  For purposes of Section 5.1(3) the term Debt
shall not be deemed to include clauses (iii), (vi), (vii) and (viii) above
(to the extent that such clauses (vii) and (viii) relate to
clause (iii) or (vi)).  Default means any event, act or condition the
occurrence of which is, or after notice or the passage of time or both would
be, an Event of Default.  Defaulted Interest has the meaning specified in
Section 3.9.  DTC means The Depository Trust Company, New York,
New York, or any successor thereto registered as a clearing agency under the
Exchange Act or other applicable statute or regulation.  U.S.$ or U.S. dollar means a dollar or other
equivalent unit in such coin or currency of the United States as at the time
shall be legal tender for the payment of public and private debts.  DWAC means Deposit and Withdrawal at Custodian
Service.  Euroclear means Euroclear Bank S.A./N.V., a Belgian
bank, as operator of the Euroclear System and its successors.  4


Event of Default has the meaning specified in
Section 5.1.  Exchange Act means the U.S. Securities Exchange Act
of 1934, as amended from time to time, and the rules and regulations
promulgated thereunder, and any successor statute thereto.  Exchange Bonds means the Bonds, if any, issued
pursuant to an Exchange Offer which shall have substantially identical terms,
other than in respect of transfer restrictions in transactions subject to the
United States federal securities laws, as the Bonds they are exchanged for.  Exchange Offer means an offer that may be made by
the Company, pursuant to an effective registration statement filed with the
Commission under the Securities Act, to issue Exchange Bonds in exchange for
Bonds theretofore issued by the Company under this Indenture.  global Bond has the meaning specified in
Section 2.2(a).  Guarantee means any obligation, contingent or
otherwise, of any Person directly or indirectly guaranteeing any Debt or other
obligation of any Person and any obligation, direct or indirect, contingent or
otherwise, of such Person (i) to purchase or pay (or advance or supply funds
for the purchase or payment of) such Debt or other obligation of such Person
(whether arising by virtue of partnership arrangements, or by agreement to
keep-well, to purchase assets, goods, securities or services, to take-or-pay,
or to maintain financial statement conditions or otherwise) or (ii) entered
into for purposes of assuring in any other manner the obligee of such Debt or
other obligation of the payment thereof or to protect such obligee against loss
in respect thereof (in whole or in part); provided, however,
that the term Guarantee shall not include endorsements for collection or
deposit in the ordinary course of business. 
The term Guarantee used as a verb has a corresponding meaning.  Holder means each Person in whose name a Bond is
registered in the Register, and, for so long as the Bonds are represented by
global Bonds registered in the name of DTC or its nominee, shall mean DTC or
such nominee.  Indenture means this instrument as originally
executed or as it may from time to time be supplemented or amended by one or
more indentures supplemental hereto entered into pursuant to the applicable
provisions hereof.  Initial Bonds means the $300,000,000.00 aggregate
principal amount of Bonds issued on or about the date of this Indenture and
sold by the Company pursuant to the Purchase Agreement.  Interest Payment Date means the Stated Maturity of
an installment of interest on the Bonds.  Lien means any mortgage, pledge, lien, security
interest or other charge or encumbrance, including any equivalent right created
or arising under the laws of Mexico.  Market Exchange Rate means, when used in respect of
the U.S. dollar equivalent on any date of any obligation denominated in a
currency other than U.S. dollars, (i) the Noon Buying Rate for such other
currency on such day as published by the Federal Reserve Bank of New York, (ii)
in the event the Federal Reserve Bank of New York does not publish a Noon
Buying Rate for such other currency on such day, the exchange rate quoted or
published on such day by the relevant central bank as the rate for buying such
other currency in the U.S. dollar or (iii) if no such rate is quoted or
published, the rate determined by the Trustee based on a quotation or an
average of the quotations given to the Trustee by commercial banks which
conduct foreign exchange operations or based on such other method as the
Trustee may reasonably  5


determine to calculate a
market exchange rate; provided that
if such Market Exchange Rate is not then available, the Market Exchange Rate
most recently available prior thereto shall be used.  Material Subsidiary means any Subsidiary of the
Company which, as of any date of determination, either (a) had assets which, as
of the date of the Companys most recent quarterly consolidated balance sheet,
constituted at least 10% of the Companys total assets on a consolidated basis
as of such date, or (b) had revenues for the twelve-month period ending on
the date of the Companys most recent quarterly consolidated statement of
income which constituted at least 10% of the Companys total net sales on a
consolidated basis for such period.  Maturity means, when used with respect to any Bond,
the date on which the principal of such Bond becomes due and payable as therein
or herein provided, whether by declaration of acceleration, call for redemption
or otherwise.  Mexican GAAP means generally accepted accounting
principles in Mexico as in effect from time to time, including those set forth
in the opinions and pronouncements of the Mexican Institute of Public
Accountants or in such other statements by such other entity as approved by a
significant segment of the accounting profession in Mexico.  Mexican Taxes has the meaning specified in the
Bonds.  Mexico has the meaning specified in the introductory
paragraph of this Indenture.  Noon Buying Rate means the rate published for
customs purposes by The Federal Reserve Bank of New York for cable transfers
payable in pesos.  Officers Certificate means a certificate signed by
any two executive officers of the Company, one of which is Chairman of the
Board, President, Chief Executive Officer, Executive Vice President, Chief
Financial Officer, Chief Administrative Officer, General Counsel, Corporate
Treasurer or any Vice President of Finance and the other of which may be any
other executive officer of the Company or Person who has a power of attorney
granted by the shareholders of the Company, the Board or any authorized
attorney-in-fact of the Company and delivered to the Trustee, which shall comply
with Section 1.2.  Opinion of Counsel means a written opinion of legal
counsel, who may be an employee of or counsel for the Company, which is
delivered to the Trustee and shall comply with Section 1.2.  Outstanding, when used with respect to the Bonds,
means, as of the date of determination, all Bonds theretofore authenticated and
delivered under this Indenture, except:  (i)Bonds
theretofore cancelled by the Trustee or delivered to the Trustee for
cancellation;  (ii)Bonds,
or portions thereof, for whose payment money or securities in the necessary
amount has been theretofore deposited with the Trustee or any Paying Agent
(other than the Company) in trust or set aside and segregated in trust by the
Company (if the Company shall act as its own Paying Agent) for the Holders of
such Bonds; provided that, if such Bonds are to be
redeemed (as provided in Article XI), notice of such redemption has been
duly given pursuant to this Indenture or provision therefor satisfactory to the
Trustee has been made; and  (iii)Bonds
in exchange for or in lieu of which other Bonds have been authenticated and
delivered pursuant to this Indenture;  6


provided, however, that in
determining whether the Holders of the requisite principal amount of
Outstanding Bonds have given any request, demand, authorization, direction,
notice, consent or waiver hereunder, Bonds owned by the Company or any
Affiliate of the Company shall be disregarded and deemed not to be Outstanding,
except that, in determining whether the Trustee shall be protected in relying
upon such request, demand, authorization, direction, notice, consent or waiver,
only Bonds which a Responsible Officer of the Trustee knows to be so owned
shall be so disregarded.  Bonds so owned
which have been pledged in good faith may be regarded as Outstanding if the
pledgee establishes to the satisfaction of the Trustee the pledgees right so
to act with respect to such Bonds and that the pledgee is not the Company or
any Affiliate of the Company.  Paying Agent has the meaning specified in
Section 3.6.  Person means any individual, corporation, limited
liability company, limited or general partnership, joint venture, association,
joint-stock company, trust, unincorporated association or governmental or any
agency or political subdivision thereof.  pesos means the lawful currency of Mexico.  Predecessor Bond of any particular Bond means every
previous Bond evidencing all or a portion of the same debt as that evidenced by
such particular Bond; and, for the purposes of this definition, any Bond
authenticated and delivered under Section 3.8 in exchange for or in lieu
of a mutilated, lost, destroyed or stolen Bond shall be deemed to evidence the
same debt as the mutilated, lost, destroyed or stolen Bond.  Property means any asset, plant, facility, revenue
or other property, whether tangible or intangible, real or personal, including
any right to receive income.  Public Company Period means any period with respect
to which the Company is subject to the reporting requirements of
Section 13 or 15(d) of the Exchange Act.  Purchase Agreement means the Purchase Agreement,
dated November 30, 2004, between the Company and Merrill Lynch & Co.,
Merrill Lynch, Pierce, Fenner & Smith Incorporated, and the other initial
purchasers listed on Schedule 1 attached thereto, as such agreement may be
amended, modified or supplemented from time to time.  Qualified Institutional Buyer has the meaning set
forth in Rule 144A.  Record Date for the interest payable on any Interest
Payment Date means the date specified in Section 3.9(a).  Redeemable Stock means any Capital Stock that by its
terms or otherwise is required to be redeemed by the Company on a Stated
Maturity date or that is required to be redeemed by the Company at the option
of the Holder thereof.  Redemption Date means, when used with respect to any
Bond to be redeemed hereunder, the date fixed for redemption of such Bond
pursuant to Article XI of this Indenture and the Bonds.  Register has the meaning specified in
Section 3.7.  Registrar has the meaning specified in
Section 3.7.  7


Regulation S means Regulation S under the
Securities Act and any successor regulation thereto.  Regulation S Global Bond has the meaning
specified in Section 2.2(a).  Responsible Officer, when used with respect to the
Trustee, means any officer of the Trustee having direct responsibility for the
administration of this Indenture and also means, with respect to a particular
corporate trust matter, any other officer to whom such matter is referred
because of his knowledge of and familiarity with the particular subject.  Restricted Global Bond has the meaning specified in
Section 2.2(a).  Restricted Bonds has the meaning specified in
Section 2.3.  Restricted Period has the meaning specified in
Section 2.2(a).  Restrictive Legend has the meaning specified in
Section 2.2(a).  Rule 144 means Rule 144 under the
Securities Act and any successor rule thereto.  Rule 144A means Rule 144A under the
Securities Act and any successor rule thereto.  Sale/Leaseback Transaction means an arrangement
relating to Property now owned or hereafter acquired whereby the Company or a
Subsidiary transfers such property to a Person and the Company or a Subsidiary
leases it from such Person.  Securities Act means the U.S. Securities Act of
1933, as amended, and any successor statute.  Special Record Date for the payment of Defaulted
Interest means a date fixed by the Trustee pursuant to Section 3.9(d)(i).  Stated Maturity means, with respect to (i) any
security, the date specified in such security as the fixed date on which the
principal of such security is due and payable, including pursuant to any
mandatory redemption provision (but excluding any provision providing for the
repurchase of such security at the option of the Holder thereof upon the
happening of any contingency unless such contingency has occurred), or (ii) any
installment of interest on any security, the date specified in such security as
the fixed date on which such installment of interest is due and payable.  Subsidiary means, with respect to any Person, any
other Person as to which a majority of the total voting power of shares of
Capital Stock (or, if such other Person is not a corporation, other ownership
interests) is, as of the date of determination, beneficially owned or held,
directly or indirectly, by such Person and/or one or more other Subsidiaries
thereof.  The term voting power means,
in turn, power to vote in the election of directors or members of the governing
body of such other Person.  Transfer Agent has the meaning specified in
Section 3.6.  Trustee means the Person named as the Trustee in
the introductory paragraph of this indenture until a successor Trustee shall
have become such pursuant to the applicable provisions of this Indenture, and
thereafter Trustee shall mean or include each Person who is such a successor
Trustee.  Trust Indenture Act means the U.S. Trust Indenture
Act of 1939, as amended, as in effect on such date, if any, on which this
Indenture is qualified under the Trust Indenture Act.  8


United States means the United States of America
(including the States and the District of Columbia), its territories, its
possessions and other areas subject to its jurisdiction.  U.S. GAAP means generally accepted accounting
principles in the United States as in effect from time to time, including those
set forth in the opinions and pronouncements of the Accounting Principles Board
of the American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as approved by a significant segment of the
accounting profession in the United States.  U.S. Government Obligations means direct obligations
(or certificates representing an ownership interest in such obligations) of the
United States (including any agency or instrumentality thereof) for the payment
of which the full faith and credit of the United States is pledged and which
are not callable or redeemable at the issuers option.  Unrestricted Global Bonds has the meaning specified
in Section 2.2.  (b)Whenever
this Indenture refers to a provision of the Trust Indenture Act, such provision
is, subsequent to the date, if any, on which this Indenture is qualified under
the Trust Indenture Act, incorporated by reference in and made a part of this
Indenture.  The following Trust Indenture
Act terms used in this Indenture have the following meanings:  indenture securities means the Bonds.  indenture security holder means a Bond holder.  indenture to be qualified means this Indenture.  indenture trustee or institutional trustee means
the Trustee.  obligor on the indenture securities means the
Company and any other obligor on the indenture securities.  All other Trust Indenture Act terms used in this
Indenture that are defined by the Trust Indenture Act, defined by Trust
Indenture Act reference to another statute or defined by Commission rule have
the meanings assigned to them by such definitions.  SECTION 1.2.Compliance
Certificates and Opinions.  Upon any application or request by the Company to the
Trustee to take any action or to refrain from taking any action under any
provision of this Indenture, the Company shall, if requested by the Trustee,
furnish to the Trustee an officers Certificate stating that all conditions
precedent, if any, provided for in this Indenture relating to the proposed
action have been complied with and an Opinion of Counsel stating that in the
opinion of such counsel, all conditions precedent, if any, have been complied
with.  Each such certificate or opinion
shall be given in the form of an Officers Certificate, if to be given by
officers of the Company, or an Opinion of Counsel, if to be given by counsel,
and, subsequent to the date, if any, on which this Indenture is qualified under
the Trust Indenture Act, shall comply with the requirements of the Trust
Indenture Act and any other requirement set forth in this Indenture.  Every certificate or opinion with respect to
compliance with a condition or covenant provided for in this Indenture (other
than the certificates provided pursuant to Section 10.3) shall include  9


(1)a
statement that each individual signing such certificate or opinion has read
such covenant or condition and the definitions herein relating thereto;  (2)a
brief statement as to the nature and scope of the examination or investigation
upon which the statements or opinions contained in such certificate or opinion
are based;  (3)a
statement that, in the opinion of each such individual, he or she has made such
examination or investigation as is necessary to enable him or her to express an
informed opinion as to whether or not such covenant or condition has been
complied with; and  (4)a
statement as to whether, in the opinion of each such individual, such condition
or covenant has been complied with.  Subsequent to the date, if any, on which this
Indenture is qualified under the Trust Indenture Act, the Company shall furnish
the Trustee such certificates and opinions as may be required under the Trust
Indenture Act.  SECTION 1.3.Form
of Documents Delivered to Trustee.  In any case where several matters are required to be
certified by, or covered by an opinion of, any specified Person, it is not
necessary that all such matters be certified by, or covered by the opinion of,
only one such Person, or that they be so certified or covered by only one
document, but one such Person may certify or give an opinion with respect to
some matters and one or more other such Persons as to other matters, and any
such Person may certify or give an opinion as to such matters in one or several
documents.  Any such certificate or Opinion of Counsel delivered
by a Person on behalf of the Company may be based, insofar as it relates to
legal matters, upon a certificate or opinion of, or representations by,
counsel, unless such Person knows that the certificate or opinion or
representations with respect to the matters upon which such Persons
certificate or opinion is based are erroneous. 
Any such certificate or Opinion of Counsel may be based, insofar as it
relates to factual matters, upon a certificate or opinion of, or
representations by, an officer or officers of the Company stating that the
information with respect to such factual matters is in the possession of the
Company, unless such counsel knows that the certificate or opinion or
representations with respect to such matters are erroneous.  Where any Person is required to make, give or execute
two or more applications, requests, consents, certificates, statements,
opinions or other instruments under this Indenture, they may, but need not, be
consolidated and form one instrument.  SECTION 1.4.Acts
of Holders; Record Dates.  (a)Any
request, demand, authorization, direction, notice, consent, waiver or other
action provided by this Indenture to be given or taken by Holders may be (i)
embodied in and evidenced by one or any number of concurrent written
instruments of substantially similar tenor signed by such Holders in Person or
by any agent duly appointed in writing; and, except as herein otherwise
expressly provided, such action shall become effective when such instrument or
instruments are delivered to the Trustee and, where it is hereby expressly
required, to the Company or (ii) approved by a resolution of Holders at a
meeting of Holders conducted in accordance with Section 9.1.  Such instrument or instruments (and the
action embodied therein and evidenced thereby) are herein sometimes referred to
as the Act of the Holders signing such instrument or instruments or
causing it to be signed or voting in favor of such resolution.  Proof of execution of any such instrument or
of a writing appointing any such agent shall be  10


sufficient for any
purpose of this Indenture and (subject to Section 6.2) conclusive in favor
of the Trustee and the Company, if made in the manner provided in this
Section 1.4.  (b)The
fact and date of the execution by any Person of any such instrument or writing
may be proved in any manner which the Trustee deems reasonably sufficient.  (c)The
ownership of Bonds shall be proved by the Register.  (d)Any
request, demand, authorization, direction, notice, consent, waiver or other Act
of the Holder of any Bond shall bind every future Holder of the same Bond and
the Holder of any Bond issued upon the registration of transfer thereof or in
exchange therefor or in lieu thereof in respect of anything done, suffered or
omitted to be done by the Trustee or the Company in reliance thereon, whether
or not notation of such action is made upon such Bond.  (e)The
Company may, but shall not be obligated to, fix a record date for the purpose
of determining the Holders entitled to take any action under this Indenture by
vote or consent.  Such record date shall
be the later of 10 days prior to the first solicitation of such consent or vote
or the date of the most recent list of Holders furnished to the Trustee
pursuant to Section 7.1 prior to such solicitation.  If such a record date is fixed, those Persons
who were Holders of Bonds at such record date (or their duly designated
proxies), and only those Persons, shall be entitled to take such action by vote
or consent or to revoke any vote or consent previously given, whether or not
such Persons continue to be Holders after such record date; provided, however, that unless such vote or consent is
obtained from the Holders (or their duly designated proxies) of the requisite
principal amount of Bonds that are Outstanding prior to the date which is the
120th day after such record date, any such vote or consent previously given
shall automatically and without further action by any Holder be cancelled and
of no further effect.  SECTION 1.5.Notices,
etc., to Trustee and Company.  Any request, demand, authorization, direction, notice,
consent, waiver or other Act of Holders or other document provided or permitted
by this Indenture to be made upon, given or furnished to, or filed with,  (1)the
Trustee by any Holder or by the Company shall be sufficient for every purpose
hereunder if in writing and (a) delivered in Person,
(b) delivered by telecopy and sent by registered mail, return receipt
requested, or (c) delivered by overnight courier, to the Trustee at its
Corporate Trust Office, Attention: 
Institutional Trust Services, or  (2)the
Company by the Trustee or by any Holder shall be sufficient for every purpose
hereunder (unless otherwise herein expressly provided) if in writing and (a)
delivered in Person, (b) delivered by telecopy or telex and sent by first class
mail postage prepaid or (c) delivered by overnight courier, to the
Company, addressed to it at Calzada del Valle Ote. 407, Colonia del Valle, San
Pedro Garza Garcia, Nuevo León, 66220, Mexico, or at any other address
previously furnished in writing to the Trustee by the Company, Attention:  Chief Financial Officer.  SECTION 1.6.Notice
to Holders; Waiver.  Where this Indenture provides for the giving of notice
to Holders of any event, the Company shall or shall cause the Trustee, at the
Companys expense, to (i) publish such notice at least once in an Authorized
Newspaper (if applicable), (ii) in the case of the global Bonds, mail such
notice by overnight mail to DTC and (iii) in the case of Bonds other than the
global Bonds, mail such notice by first-class  11


mail to the Holders
thereof at the address appearing on the Register.  Any such notice shall be conclusively
presumed to have been received by such Holders. 
In any case where notice to Holders is given by mail, neither the
failure to mail such notice, nor any defect in any notice so mailed, to any
particular Holder shall affect the sufficiency of such notice with respect to
other Holders.  Where this Indenture provides for notice in any
manner, such notice may be waived in writing by the Person entitled to receive
such notice, either before or after the event, and such waiver shall be the
equivalent of such notice.  Waivers of
notice by Holders shall be filed with the Trustee, but such filing shall not be
a condition precedent to the validity of any action taken in reliance upon such
waiver.  In the event of suspension of regular mail service or
for any other reason it shall become impracticable to give such notice by mail,
then such a notification as shall be made with the approval of the Trustee
shall constitute a sufficient notification for every purpose hereunder.  All requests, demands, authorizations, directions,
notices, consents, waivers and other communications required or permitted under
this Indenture shall be in writing in the English language.  Notice to any Holder will be deemed to have
been given on the date of such publication or mailing.  SECTION 1.7.Effect
of Headings and Table of Contents.  The Article and Section headings herein and the Table
of Contents are for convenience of reference only and shall not affect the
construction hereof.  SECTION 1.8.Successors
and Assigns.  All covenants and agreements of the parties hereto
under this Indenture shall bind their respective successors and assigns,
whether or not so expressed herein.  SECTION 1.9.Separability
Clause.  In case any term or provision in this Indenture or in
the Bonds shall be invalid, illegal or unenforceable, the validity, legality
and enforceability of the remaining terms or provisions shall not in any way be
affected or impaired thereby.  To the
extent permitted by applicable law, the parties hereby waive any provision of
law which renders any term or provision hereof invalid or unenforceable in any
respect.  SECTION 1.10.Benefits
of Indenture.  Nothing contained in this Indenture or in the Bonds,
express or implied, shall give to any Person, other than the parties hereto and
their successors and assigns and the Holders from time to time of the Bonds,
any benefits or any legal or equitable right, remedy or claim under this
Indenture.  SECTION 1.11.Trust
Indenture Act Controls.  Subsequent to the date, if any, on which this
Indenture is qualified under the Trust Indenture Act, if and to the extent that
any provision of this Indenture limits, qualifies or conflicts with the duties
imposed by, or with another provision (an incorporated provision)
included or required to be included in this Indenture by operation of,
Sections 310 to 318, inclusive, of the Trust Indenture Act, such imposed
duties or incorporated provision shall control.  12


SECTION 1.12.Governing
Law.  THIS INDENTURE AND THE BONDS
SHALL IN ALL RESPECTS BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF NEW YORK.  SECTION 1.13.Contract
Currency.  Except as otherwise expressly set forth herein, the
U.S. dollar is the sole currency of account and payment for all sums payable by
the Company under or in connection with the Bonds, including damages.  Except as otherwise expressly set forth
herein, any amount received or recovered in a currency other than U.S. dollars
(whether as a result of, or of the enforcement of, a judgment or order of a
court of any jurisdiction, in the winding-up or dissolution of the Company or
otherwise) by any Holder of the Bonds in respect of any sum expressed to be due
to it from the Company shall only constitute a discharge to the Company to the
extent of the U.S. dollar amount which the recipient is able to purchase with
the amount so received or recovered in that other currency on the date of that
receipt or recovery (or, if it is not practicable to make that purchase on that
date, on the first date on which it is practicable to do so).  If such U.S. dollar amount is less than the
U.S. dollar amount expressed to be due to the recipient under any Bond, the
Company shall indemnify the recipient against any loss sustained by it as a
result.  In any event, the Company shall
indemnify the recipient against the cost of making any such purchase.  If the U.S. dollar amount so purchased is
greater than the U.S. dollar amount expressed to be due to the recipient under
any Bond, the recipient agrees to pay to the Company an amount equal to the
excess of such U.S. dollar amount so purchased over the U.S. dollar amount
expressed to be due to the recipient under any Bond.  These indemnities constitute a separate and
independent obligation from the other obligations of the Company, shall give
rise to a separate and independent cause of action, shall apply irrespective of
any indulgence granted by any Holder of the Bonds and shall continue in full
force and effect despite any other judgment, order, claim or proof for a
liquidated amount in respect of any sum due under any Bond.  SECTION 1.14.Submission
to Jurisdiction.  Each of the parties hereto agrees that any suit,
action or proceeding arising out of or based upon this Indenture or the Bonds,
or the transactions contemplated hereby or thereby, may be instituted in any of
the Federal Courts of the United States for the Southern District of New York
and the courts of the State of New York, in each case located in the Borough of
Manhattan, City and State of New York, and further agrees to submit to the
jurisdiction of any competent court in the place of its corporate domicile.  In addition, each such party irrevocably
waives, to the fullest extent permitted by law, any objection which it may now
or hereafter have to the laying of the venue of such suit, action or proceeding
brought in any such court and irrevocably waives any claim that any such suit,
action or proceeding brought in any such court has been brought in an
inconvenient forum.  Each such party
hereby irrevocably waives any and all right to trial by jury in any legal
proceeding arising out of or relating to this Indenture or the transactions
contemplated hereby.  Each such party
agrees that final judgment in any proceedings brought in such a court shall be
conclusive and binding upon it and may be enforced in any court to the
jurisdiction of which it is subject by a suit upon such judgment.  For purposes of any such suit, action or proceeding
brought in any of the foregoing courts, the Company irrevocably designates CT
Corporation System, whose address on the date hereof is 111 Eighth Avenue,
New York, New York 10011, U.S.A., to receive for and on behalf of its property
service of copies of the summons and complaints and any other process, by
personal service or by mail, which may be served in any such proceeding.  Such service may be made by mailing or
delivering a copy of such process to such agent at the above address.  In the event that such agent for service of
process resigns or  13


ceases to serve as the
agent of the Company, the Company agrees to give notice (as provided herein) to
the Trustee of the name and address of any new agent for service of process
with respect to it appointed hereunder. 
The Company agrees that the failure of its agent for service of process
to forward such service to it shall not impair or affect the validity of such
service or of any judgment based thereon.  If, despite the foregoing, in any such suit, action or
proceeding brought in any of the aforesaid courts, there is for any reason no
such agent for service of process of each of the parties available to be
served, then to the extent that service of process by mail shall then be
permitted by applicable law, each of such parties further irrevocably consents
to the service of process on it in any such suit, action or proceeding in any such
court by the mailing thereof by registered or certified mail, postage prepaid,
to it at its address given in or pursuant to Section 1.5 hereof.  Nothing herein contained shall preclude any party from
effecting service of process in any lawful manner or from bringing any suit,
action or proceeding in respect of this Indenture in any other state, country
or place.  To the extent that the Company may in any jurisdiction
claim for itself or its assets any immunity from suit, execution, attachment
(whether in aid of execution, before judgment, or otherwise) or other legal
process and to the extent that in any such jurisdiction there may be attributed
to itself or its assets such immunity (whether or not claimed), the Company
irrevocably agrees not to claim and irrevocably waives such immunity to the
full extent permitted by the laws of such jurisdiction.  SECTION 1.15.Legal
Holidays.  Whenever any payment to be made hereunder shall be
stated to be due on a date which is not a Business Day, then (notwithstanding
any other provision of this Indenture or of the Bonds) payment of interest on
or principal of such Bond need not be made on such payment date, but may be
made on the next succeeding Business Day with the same force and effect as if
made on such payment date and, for the purpose of such payment, no interest
shall accrue for the period from and after such payment date.  SECTION 1.16.Counterparts.  This instrument may be executed in any number of
counterparts, each of which so executed shall be deemed to be an original, but
all such counterparts shall together constitute but one and the same
instrument.  ARTICLE II
FORM OF BONDS  SECTION 2.1.Forms
Generally.  The Bonds and the Trustees certificate of
authentication shall be in substantially the forms set forth in Exhibit A
hereto, which is hereby incorporated in and made an integral part of this
Indenture in its entirety, with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this
Indenture and may have such letters, numbers or other marks of identification
and such legends or endorsements placed thereon, as may be required to comply
with the rules of any securities exchange or market or clearance system, or as
may, consistently herewith, be determined by the authorized officers executing
such Bonds, as evidenced by their execution of the Bonds.  Any portion of the text of any Bond may be
set forth on the reverse thereof, with an appropriate reference thereto on the
face of the Bond.  14


Any definitive Bonds shall be printed, lithographed or
engraved or produced by any combination of these methods on steel engraved
borders or may be produced in any other manner permitted by the rules of any
securities exchange on which the Bonds may be listed, all as determined by the
officers executing such Bonds, as evidenced by their execution of the
Bonds.  Global Bonds do not need to be
printed, lithographed or engraved.  SECTION 2.2.Global
Bonds.  (a)Generally.  Except as otherwise provided herein, upon
issuance, the Bonds will be represented by one or more fully registered Bonds
in global form (Global Bonds). 
The Company shall execute and the Trustee shall, in accordance with
Section 3.4 and the Company Order delivered to the Trustee thereunder,
authenticate and deliver such global Bonds, which shall represent, and shall be
denominated in an amount equal to the aggregate principal amount of, the
Outstanding Bonds to be represented by such global Bonds.  (i)Restricted
Global Bond.  Bonds initially offered
and sold to Qualified Institutional Buyers in reliance on Rule 144A shall
be issued in the form of one or more permanent global Bonds (each, a Restricted
Global Bond) in definitive, fully registered form without interest
coupons, substantially in the form of Exhibit A hereto, with the legend (the Restrictive
Legend,) in substantially the form indicated in Exhibit A hereto and such
other legends as may be applicable thereto, which Restricted Global Bonds shall
be deposited on behalf of the holders of the Bonds represented thereby with the
Trustee, at its New York office, as custodian for DTC, and registered in the
name of DTC or its nominee, duly executed by the Company and authenticated by
the Trustee or the Authenticating Agent as provided herein.  The aggregate principal amount of a
Restricted Global Bond may from time to time be increased or decreased by
adjustments made on the records of the Trustee, as the custodian for DTC, or
the records of DTC or its nominee, as the case may be, as hereinafter provided.  (ii)Regulation S
Global Bond.  Bonds initially offered
and sold outside the United States in reliance on Regulation S shall be
issued in the form of one or more permanent global Bonds (each, a Regulation S
Global Bond) in definitive, fully registered form without interest
coupons, substantially in the form of Exhibit A hereto, with the legend in
substantially the form set forth in Exhibit A hereto and such other legends as
may be applicable thereto, which Regulation S Global Bonds shall be
deposited on behalf of the holders of the Bonds represented thereby with the
Trustee, at its New York office, as custodian for DTC, and registered in the
name of DTC or its nominee, duly executed by the Company and authenticated by
the Trustee or an Authenticating Agent as provided herein, for credit to the
accounts of the respective depositaries for Euroclear and Clearstream (or such
other accounts as they may direct). 
Prior to or on the 40th day after the later of the commencement of the
offering of the Bonds and the Closing Date (the Restricted Period),
interests in a Regulation S Global Bond may be exchanged for interests in
a Restricted Global Bond only in accordance with the certification requirements
described in Section 3.7(c)(iii) below. 
The aggregate principal amount of the Regulation S Global Bonds may
from time to time be increased or decreased by adjustments made on the records
of the Trustee, as custodian for DTC, or the records of DTC or its nominee, as
the case may be, as hereinafter provided.  (iii)After
consummation of any Exchange Offer, the Bonds shall be issued in the form of
one or more permanent global Bonds (each an Unrestricted Global Bond)
in definitive, fully registered form without interest coupons, substantially in
the form of the Regulation S Global Bonds, each of which Unrestricted
Global Bonds shall be deposited on behalf of the holders of the Bonds
represented thereby with the Trustee, at its New York office, as custodian  15


for DTC, and registered
in the name of a nominee of DTC, duly executed by the Company and authenticated
by the Trustee or the Authenticating Agent as provided herein.  (b)Book-Entry
Provisions.  This Section 2.2(b)
shall apply only to global Bonds deposited with DTC or its custodian.  The Company shall execute and the Trustee shall, in
accordance with this Section 2.2(b), authenticate and deliver initially
one or more global Bonds that (a) shall be registered in the name of DTC or the
nominee of DTC, (b) shall be held by the Trustee as custodian for DTC or
pursuant to DTCs instructions and (c) shall bear legends substantially to the
following effect:  Unless this certificate is presented by an authorized
representative of The Depository Trust Company to the Company or its agent for
registration of transfer, exchange or payment, and any certificate issued is
registered in the name of Cede & Co. or in such other name as is requested
by an authorized representative of The Depository Trust Company (and any
payment hereon is made to Cede & Co. or to such other entity as is
requested by an authorized representative of The Depository Trust Company), any
transfer, pledge or other use hereof for value or otherwise by or to any person
is wrongful since the registered owner hereof, Cede & Co., has an interest
herein.  Transfers of this global Bond shall be limited to
transfers in whole, but not in part, to nominees of The Depository Trust
Company or to a successor thereof or such successors nominee, and transfers of
portions of this global Bond shall be limited to transfers made in accordance
with Section 3.7 of the Indenture referred to herein.  Members of, or participants in, DTC shall have no
rights under this Indenture with respect to any global Bond held on their
behalf by DTC, and DTC may be treated by the Company, the Trustee, and any
agent of the Company or the Trustee as the absolute owner and Holder of such
global Bond for all purposes whatsoever. 
Notwithstanding the foregoing, nothing herein shall impair, as between
DTC and its agent members, the operation of customary practices governing the
exercise of the rights of a holder of any Bond.  (c)Interests
in a global Bond deposited with DTC pursuant to Section 2.2(b) shall be
transferred to the beneficial owners thereof in the form of definitive Bonds
only if such transfer complies with Section 3.7 and DTC notifies the
Company that it is unwilling or unable to continue as the depositary for such
global Bond or if at any time DTC ceases to be a clearing agency registered
under the Exchange Act and a successor depositary is not appointed by the
Company within 90 days of such notice, or the Company elects to discontinue the
use of the system of book-entry transfers through DTC or a successor
depository, or an Event of Default has occurred and is continuing.  (d)If
interests in any global Bond are to be transferred to the beneficial owners
thereof in the form of definitive Bonds pursuant to Section 2.2(c), such
global Bond shall be surrendered by DTC to the Trustee to be so transferred,
without charge, and the Trustee shall authenticate and deliver, upon such
transfer of interests in such global Bond, an equal aggregate principal amount
of definitive Bonds of authorized denominations.  The definitive Bonds transferred pursuant to
this Section 2.2 shall be executed, authenticated and delivered only in
the denominations specified in Section 3.3 and registered in such names as
DTC shall direct in writing.  Any
definitive Bond delivered in exchange for an interest in a Restricted Global
Bond shall bear the Restrictive Legend.  16


(e)Subject
to the provisions of Section 2.2(b), the registered Holder may grant
proxies and otherwise authorize any Person, including agent members and Persons
that may hold interests through agent members, to take any action that a Holder
is entitled to take under this Indenture or the Bonds.  (f)In
the event of the occurrence of any of the events specified Section 2.2(c),
the Company will promptly make available to the Trustee a reasonable supply of
certificated Bonds in definitive, fully registered form, without interest
coupons.  SECTION 2.3.Restrictive
Legends on Restricted Bonds.  All Bonds issued to Qualified Institutional Buyers in
reliance upon Rule 144A shall be represented by the Restricted Global
Bonds (subject to Section 2.2(c) above), and all such Bonds and Bonds
issued upon registration of transfer of, or in exchange for, such Bonds, shall
be Restricted Bonds and shall be subject to the restrictions on transfer
provided in the Restrictive Legend; provided, however,
that the term Restricted Bonds shall not include (a) Bonds which are
issued upon transfer of, or in exchange for, Bonds which are not Restricted
Bonds, (b) Bonds as to which such restrictions on transfer have been terminated
in accordance with Section 3.7 or (c) any Exchange Bonds.  All Restricted Bonds shall bear the Restrictive
Legend.  SECTION 2.4.Exchange
Bonds.  Any Exchange Bonds issued by the Company shall be
issued solely pursuant to an Exchange Offer and only in exchange for and
against receipt for cancellation by the Trustee of an equal aggregate principal
amount of Bonds theretofore issued by the Company under this Indenture.  After an Exchange Offer, the Bonds, including the
Exchange Bonds, shall be represented by one or more Unrestricted Global Bonds,
except for any Bonds that are not surrendered for exchange pursuant to the
Exchange Offer.  ARTICLE III
ISSUE, EXECUTION, DENOMINATION AND
REGISTRATION OF BONDS  SECTION 3.1.Additional
Bond; Title and Terms.  (a)The
Company may, if authorized by Board Resolution at any time after the issuance
of the Initial Bonds, issue Additional Bonds the terms and conditions of which
shall be (i) set forth in an Indenture Supplement executed by the Company
without the consent of the Holders or the Trustee, and (ii) identical in all
respects to those of the Initial Bonds, as then in effect, except in respect of
(a) date of issuance, (b) first Interest Payment Date, (c) the minimum
denominations thereof, and (d) date when they first become redeemable at the
election of the Company pursuant to the provisions of Section 11.1(b).  (b)The
Bonds shall be known and designated as the 7.75% Perpetual Bonds of the
Company.  The Bonds shall have no Stated
Maturity with respect to principal and shall bear interest at the rate of 7.75%
per annum, from the date of issuance or from the most recent Interest Payment
Date to which interest has been paid or duly provided for, as the case may be,
payable quarterly in arrears on March 3, June 3, September 3 and December 3 of
each year, commencing March 3, 2005 (or, with respect to any Additional Bonds,
on the first Interest Payment Date following the date of issuance thereof,
unless otherwise provided in the Indenture Supplement pursuant to which such
Additional Bonds shall be issued), until the principal thereof is paid or made
available for payment.  17


(c)The
principal of and interest on the Bonds shall be payable as provided in the form
of Bonds set forth in Exhibit A hereto.  (d)The
Bonds shall be redeemable in accordance with Article XI.  SECTION 3.2.Ranking
of the Bonds.  The Initial Bonds and any Additional Bonds shall
constitute direct senior unsecured obligations of the Company and will rank at
least pari passu in priority of payment
amongst themselves and with all other present and future unsecured and
unsubordinated Debt of the Company.  SECTION 3.3.Denominations
of Bonds.  The Bonds will be issued only in fully registered
form, without coupons, in minimum denominations of U.S.$2000 in the case of
Regulation S Global Bonds and U.S.$100,000 in the case of Restricted Global
Bonds and integral multiples of U.S.$1000 in excess thereof.  SECTION 3.4.Execution,
Authentication, Delivery and Dating.  The Bonds shall be executed on behalf of the Company
by any two executive officers of the Company, one of which is its Chairman of
the Board, President, Chief Executive Officer, Executive Vice President or
Chief Financial Officer and the other of which may be any other executive
officer of the Company (including its Corporate Treasurer or its Subdirector of
Financial Development) or Person who has a power of attorney granted by the
shareholders of the Company, the Board or any attorney-in-fact of the Company.  Bonds bearing the manual or facsimile signatures of
individuals who at the time of signature were the proper officers or
attorneys-in-fact of the Company shall bind the Company, notwithstanding that
such individuals or any of them have ceased to hold such offices or to be
attorneys-in-fact prior to the authentication and delivery of such Bonds or did
not hold such offices or were not attorneys-in-fact at the date of such Bonds.  At any time and from time to time after the execution
and delivery of this Indenture, the Company may deliver Bonds executed by the
Company to the Trustee for authentication, together with a Company Order for
the authentication and delivery of such Bonds; and the Trustee in accordance
with such Company Order shall authenticate and deliver such Bonds as in this
Indenture provided and not otherwise. 
Each Bond shall be dated the date of its authentication.  A Bond shall not be entitled to any benefit under this
Indenture or be valid or obligatory for any purpose unless executed and issued
by the Company and authenticated by the manual signature of the Trustee as
provided herein.  The signature of the
Trustee shall be conclusive evidence, and the only evidence, that the Bond has
been authenticated and delivered under this Indenture.  SECTION 3.5.Temporary
Bonds.  Pending the preparation of any definitive Bonds, the
Company may execute, and pursuant to a Company Order the Trustee shall
authenticate and deliver, temporary Bonds which are printed, lithographed, or
otherwise produced, in any authorized denomination, substantially of the tenor
of the definitive Bonds in lieu of which they are issued and with such
appropriate insertions, omissions, or such other variations as the officers
executing such Bonds may determine, as conclusively evidenced by their
execution of such Bonds.  18


If temporary Bonds are issued, the Company shall cause
any definitive Bonds to be prepared without unreasonable delay.  After the preparation of definitive Bonds,
the temporary Bonds shall be exchangeable for definitive Bonds upon surrender
of the temporary Bonds at any office or agency of the Company designated for
such purpose, without charge to the Holder. 
Upon surrender for cancellation of any one or more temporary Bonds, the
Company shall execute and the Trustee shall authenticate and deliver in
exchange therefor a like Outstanding principal amount of definitive Bonds of
authorized denominations.  Until so
exchanged, the temporary Bonds shall in all respects be entitled to the same
benefits under this Indenture as definitive Bonds.  SECTION 3.6.Trustee;
Paying Agents and Transfer Agents.  The Company hereby appoints JPMorgan Chase Bank, N.A.,
at its Corporate Trust Office, as Trustee hereunder.  The Trustee shall have the powers and
authority granted to and conferred upon it in this Indenture and the Bonds and
such further powers and authority to act on behalf of the Company as may be
mutually agreed upon by the Company, and the Trustee shall keep a copy of this
Indenture available for inspection during normal business hours at its
Corporate Trust Office.  The Trustee or
any Paying Agent shall also act as Transfer Agent.  All of the terms and provisions with respect
to such powers and authority contained in the Bonds are subject to and governed
by the terms and provisions hereof.  The Company may, at its discretion, appoint one or
more agents (a Paying Agent or Paying Agents) for the payment
(subject to applicable laws and regulations) of the principal of, interest and
Additional Amounts on, the Bonds and one or more agents (a Transfer Agent
or Transfer Agents) for the transfer and exchange of Bonds; provided, however, that the Company shall at all times
maintain a Paying Agent, Transfer Agent and Registrar in the Borough of
Manhattan, The City of New York (any or all of which may be the Trustee) and,
so long as the Bonds are listed on the Luxembourg Stock Exchange and such
Exchange so requires, a Paying Agent and a Transfer Agent in Luxembourg.  The Company hereby initially appoints the
Trustee, at its Corporate Trust Office, as Paying Agent, Transfer Agent and Registrar
in The City of New York, and the Trustee hereby accepts such appointment, and
the Company has also separately appointed J.P. Morgan Bank Luxembourg S.A. as
Paying Agent and Transfer Agent in Luxembourg. 
The Company shall promptly notify the Trustee of the name and address of
any Paying Agent or Transfer Agent appointed by it and of the country or
countries in which a Paying Agent or Transfer Agent may act in that capacity,
and shall notify the Trustee of the resignation or termination of any such
Paying Agent or Transfer Agent.  Whenever
the Company shall appoint a Paying Agent other than the Trustee, it will cause
such Paying Agent to execute and deliver to the Trustee an instrument in which
such agent shall agree with the Trustee, that (i) it will hold all sums
received by it as Paying Agent in trust for the benefit of the Holders or of
the Trustee, until such money shall be paid to the Holders or be otherwise
disposed of as provided herein, (ii) it will give the Trustee notice of any
failure by the Company to make any payment of the principal of, or interest or
any Additional Amounts on, the Bonds and any other payments to be made by or on
behalf of the Company under this Indenture, when the same shall be due and
payable, and (iii) at any time during the continuance of a failure referred to
in clause (ii) above, upon the written request of the Trustee, forthwith
pay to the Trustee all sums so held in trust by such Paying Agent and account
for any funds disbursed; and, upon such payment and accounting by any Paying
Agent to the Trustee, such Paying Agent shall be released from all further
liability with respect to such money. 
Subject to the provisions of this Section 3.6, the Company may vary
or terminate the appointment of the Registrar or any Paying Agent or Transfer
Agent at any time with or without cause upon giving 30 days notice to the
Registrar, such Paying Agent or Transfer Agent, as the case may be, and the
Trustee.  19


SECTION 3.7.Registrar; Registration, Registration of Transfer and Exchange.  (a)The
Company shall maintain an office or agency where the Bonds may be presented for
registration of transfer or for exchange. 
The Company shall cause to be kept at such office a register (the
register maintained in such office and in any other office or agency designated
for such purpose being herein sometimes referred to as the Register)
in which, subject to such reasonable regulations as it may prescribe, the
Company shall provide for the registration of Bonds and of transfers of Bonds
entitled to be registered or transferred as provided herein.  The Trustee, at its Corporate Trust Office,
is initially appointed as Registrar for the purpose of registering
Bonds and transfers of Bonds as herein provided.  The Company may, upon written notice to the
Trustee, change the designation of the Trustee as Registrar and appoint another
Person to act as Registrar for purposes of this Indenture.  If any Person other than the Trustee acts as
Registrar, the Trustee shall have the right at any time, upon reasonable
notice, to inspect or examine the Register and to make such inquiries of the
Registrar as the Trustee shall in its discretion deem necessary or desirable in
performing its duties hereunder.  The Company shall enter into an appropriate agency
agreement with any Person designated by the Company as Registrar or Paying
Agent that is not a party to this Indenture, which agreement shall, subsequent
to the date, if any, on which this Indenture is qualified under the Trust
Indenture Act, incorporate the terms of the Trust Indenture Act.  The agreement shall implement the provisions
of this Indenture that relate to such Registrar or Paying Agent.  Prior to the designation of any such Person,
the Company shall, by written notice (which notice shall include the name and
address of such Person), inform the Trustee of such designation.  If the Company fails to maintain a Registrar
or Paying Agent, the Trustee shall act as such for so long as such failure
shall continue.  (b)Upon
presentation for transfer or exchange of any Bond at the office of any Transfer
Agent, accompanied by a written instrument of transfer or exchange in the form
approved by the Company (it being understood that, until notice to the contrary
is given to Holders, the Company shall be deemed to have approved the form of
instrument of transfer or exchange, if any, printed on any Bond), executed by
the registered Holder, in Person or by such Holders attorney thereunto duly authorized
in writing, such Bond shall be transferred upon the Register, and a new Bond
shall be authenticated and issued in the name of the transferee.  (c)Notwithstanding
any provision to the contrary herein, so long as a global Bond remains
Outstanding and is held by or on behalf of DTC, transfers of a global Bond, in
whole or in part, and transfers of beneficial interests therein, shall be made
only in accordance with this Section 3.7(c).  (i)Global
Bond Transfers.  Subject to
clauses (ii) through (vii) of this Section 3.7(c), transfers of a
global Bond shall be limited to transfers of such global Bond in whole, but not
in part, to nominees of DTC or to a successor of DTC or such successors
nominee.  (ii)Restricted
Global Bond to Regulation S Global Bond.  If a holder of a beneficial interest in the
Restricted Global Bond deposited with DTC wishes at any time to exchange its
interest in such Restricted Global Bond for an interest in the
Regulation S Global Bond, or to transfer its interest in such Restricted
Global Bond to a Person who wishes to take delivery thereof in the form of an
interest in such Regulation S Global Bond, such holder may, subject to the
rules and procedures of DTC and to the requirements set forth in the following
sentence, exchange or cause the exchange or transfer or cause the transfer of
such interest for an equivalent beneficial interest in such Regulation S
Global Bond.  Upon receipt by the
Trustee, as Transfer Agent, at its office in The City of New York of (1)
instructions given in accordance with DTCs procedures from or on behalf of a
holder of a beneficial interest in the Restricted Global Bond,  20


directing the Trustee
(via DWAC), as Transfer Agent, to credit or cause to be credited a beneficial
interest in the Regulation S Global Bond in an amount equal to the
beneficial interest in the Restricted Global Bond to be exchanged or
transferred, (2) a written order given in accordance with DTCs procedures
containing information regarding the Euroclear or Clearstream account to be
credited with such increase and the name of such account, and (3) a certificate
in the form of Exhibit B given by the holder of such beneficial interest
stating that the exchange or transfer of such interest has been made pursuant
to and in accordance with Rule 903 or Rule 904 of Regulation S
or Rule 144 under the Securities Act, the Trustee, as Transfer Agent,
shall promptly deliver appropriate instructions to DTC (via DWAC), its nominee,
or the custodian for DTC, as the case may be, to reduce or reflect on its
records a reduction of the Restricted Global Bond by the aggregate principal
amount of the beneficial interest in such Restricted Global Bond to be so
exchanged or transferred from the relevant participant, and the Trustee, as
Transfer Agent, shall promptly deliver appropriate instructions (via DWAC) to
DTC, its nominee, or the custodian for DTC, as the case may be, concurrently
with such reduction, to increase or reflect on its records an increase of the
principal amount of such Regulation S Global Bond by the aggregate
principal amount of the beneficial interest in such Restricted Global Bond to
be so exchanged or transferred, and to credit or cause to be credited to the
account of the Person specified in such instructions a beneficial interest in
such Regulation S Global Bond equal to the reduction in the principal
amount of such Restricted Global Bond.  (iii)Regulation S
Global Bond to Restricted Global Bond. 
If a holder of a beneficial interest in the Regulation S Global
Bond wishes at any time to exchange its interest in such Regulation S
Global Bond for an interest in the Restricted Global Bond, or to transfer its
interest in such Regulation S Global Bond to a Person who wishes to take delivery
thereof in the form of an interest in such Restricted Global Bond, such holder
may, subject to the rules and procedures of Euroclear or Clearstream and DTC,
as the case may be, and to the requirements set forth in the following
sentence, exchange or cause the exchange or transfer or cause the transfer of
such interest for an equivalent beneficial interest in such Restricted Global
Bond.  Upon receipt by the Trustee, as
Transfer Agent, at its office in The City of New York of (1) instructions given
in accordance with the procedures of Euroclear or Clearstream and DTC, as the
case may be, from or on behalf of a beneficial owner of an interest in the
Regulation S Global Bond directing the Trustee, as Transfer Agent, to
credit or cause to be credited a beneficial interest in the Restricted Global
Bond in an amount equal to the beneficial interest in the Regulation S
Global Bond to be exchanged or transferred, (2) a written order given in
accordance with the procedures of Euroclear or Clearstream and DTC, as the case
may be, containing information regarding the account with DTC to be credited
with such increase and the name of such account, and (3) prior to the
expiration of the Restricted Period, a certificate in the form of Exhibit C
given by the holder of such beneficial interest and stating that the Person
transferring such interest in such Regulation S Global Bond reasonably
believes that the Person acquiring such interest in such Restricted Global Bond
is a Qualified Institutional Buyer (as defined in Rule 144A) and is
obtaining such beneficial interest in a transaction meeting the requirements of
Rule 144A and any applicable securities laws of any state of the United
States or any other jurisdiction, the Trustee, as Transfer Agent, shall promptly
deliver (via DWAC) appropriate instructions to DTC, its nominee, or the
custodian for DTC, as the case may be, to reduce or reflect on its records a
reduction of the Regulation S Global Bond by the aggregate principal
amount of the beneficial interest in such Regulation S Global Bond to be
exchanged or transferred, and the Trustee, as Transfer Agent, shall promptly
deliver (via DWAC) appropriate instructions to DTC, its nominee, or the
custodian for DTC, as the case may be, concurrently with such reduction, to increase
or reflect on its records an increase of the principal amount of such
Restricted Global Bond by the aggregate principal amount of the beneficial
interest in such Regulation S Global Bond to be so exchanged or
transferred, and to credit or cause to be credited to the account of the Person  21


specified
in such instructions a beneficial interest in such Restricted Global Bond equal
to the reduction in the principal amount of such Regulation S Global Bond.  After the expiration of the Restricted
Period, the certification requirement set forth in clause (3) of the
second sentence of this Section 3.7(c)(iii) will
no longer apply to such transfers.  (iv)Bondsof the Company and its Subsidiaries. 
Any Bonds that are repurchased or otherwise acquired by the Company or
any of its Subsidiaries may not be resold or otherwise transferred.  (v)Beneficial
Interest in Global Bond upon Transfer. 
Any beneficial interest in one of the global Bonds that is transferred
to a Person who takes delivery in the form of an interest in the other global
Bond will, upon transfer, cease to be an interest in such global Bond and
become an interest in the other global Bond and, accordingly, will thereafter
be subject to all transfer restrictions and other procedures applicable to
beneficial interest in such other global Bond for as long as it remains such an
interest.  (vi)OtherExchanges.  In the event that a
global Bond is exchanged for certificated Bonds in definitive registered form
without interest coupons, pursuant to Section 2.2(c), such Bonds may be
exchanged or transferred for one another only in accordance with such
procedures as are substantially consistent with the provisions of
clauses (ii), (iii) and (iv) above (including the certification
requirements intended to ensure that such exchanges or transfers comply with
Rule 144, Rule 144A or Regulation S, as the case may be) and as
may be from time to time adopted by the Company and the Trustee; provided that interests in Regulation S Global Bonds may not
be exchanged for certificated Bonds prior to the expiration of the Restricted
Period.  (vii)The
procedures for, and restrictions relating to, transfers of Bonds set forth in
clauses (ii), (iii), (iv) and (v) shall not apply to Exchange Bonds or to
the Initial Bonds following the date that is two years after the original issue
date of such original Bonds (or any Predecessor Bond of such Initial Bonds).  (d)Successive
registrations and registrations of transfers and exchanges as aforesaid may be
made from time to time as desired, and each such registration shall be noted on
the Register.  No service charge shall be
made for any registration of transfer or exchange or conversion of the Bonds,
but the Company, Trustee or other agent may require payment of a sum sufficient
to cover any tax or other governmental charge payable in connection therewith.  (e)Any
Transfer Agent appointed pursuant to Section 3.6 shall provide to the
Trustee such information as the Trustee may reasonably require in connection
with the delivery by such Transfer Agent of Bonds upon transfer or exchange of
Bonds.  (f)Neither
the Trustee, nor any Registrar or Transfer Agent shall be required to make
registrations of transfer or exchanges of definitive Bonds for a period from
the Record Date to the due date for any payment of principal (including upon
conversion) of, or interest on, the Bonds or register the transfer of or
exchange any Bonds for 15 days prior to selection for redemption through the
Redemption Date.  (g)Upon
the transfer, exchange or replacement of definitive Bonds not bearing the
Restrictive Legend, the Bonds so issued shall not bear the Restrictive
Legend.  Upon the transfer, exchange or
replacement of definitive Bonds bearing the Restrictive Legend, or upon
specific request for removal of the Restrictive Legend on a definitive Bond,
the Company will deliver only definitive Bonds that bear such Restrictive
Legend, or will refuse to remove such Restrictive Legend, as the case may be,  22


unless there is delivered
to the Company such satisfactory evidence, which may include an opinion of
counsel, as may be reasonably required by the Company, that neither the
Restrictive Legend nor the restrictions on transfer set forth therein are
required to ensure compliance with the provisions of the Securities Act.  Upon provision of such satisfactory evidence,
the Trustee, at the direction of the Company, shall authenticate and deliver a
Bond that does not bear the Restrictive Legend.  (h)Any
Bonds which are presented to the Registrar for exchange pursuant to any
Exchange Offer shall be exchanged for Exchange Bonds of equal principal amount
upon surrender to the Registrar of the Bonds to be exchanged; provided, however, that the Bonds so surrendered for
exchange shall be duly endorsed and accompanied by a letter of transmittal or
written instrument of transfer in form satisfactory to the Company duly
executed by the Holder thereof or his attorney who shall be duly authorized in
writing to execute such document. 
Whenever any Bonds are so surrendered for exchange, the Company shall
execute, and the Trustee shall authenticate and deliver to the Registrar the
same aggregate principal amount of Exchange Bonds as Bonds that have been
surrendered.  SECTION 3.8.Mutilated,
Destroyed, Lost and Stolen Bonds.  In the event that any Bond shall become mutilated,
defaced, destroyed, lost or stolen, the Company will execute and, upon the
Companys request, the Trustee will authenticate and deliver a new Bond, of
like tenor (including the same date of issuance) and equal principal amount,
registered in the same manner, and bearing interest from the date to which
interest has been paid on such Bond, in exchange and substitution for such Bond
(upon surrender and cancellation thereof) or in lieu of and substitution for
such Bond.  In the event that such Bond
is destroyed, lost or stolen, the applicant for a substitute Bond shall furnish
to the Company and the Trustee such security or indemnity as may be required by
them to hold each of them harmless, and, in every case of destruction, loss or
theft of such Bond, the applicant shall also furnish to the Company and the
Trustee satisfactory evidence of the destruction, loss or theft of such Bond
and of the ownership thereof.  In case any such mutilated, defaced, destroyed, lost
or stolen Bond has become or is about to become due and payable, the Company in
its discretion may, instead of issuing a new Bond, pay such Bond.  Upon the issuance of any new Bond under this
Section 3.8, the Company may require the payment by the Holder of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
relation thereto and any other fees and expenses (including the fees and expenses
of the Trustee) connected therewith.  Every new Bond issued pursuant to this
Section 3.8 in lieu of any destroyed, lost or stolen Bond shall constitute
an original additional contractual obligation of the Company, whether or not
the destroyed, lost or stolen Bond shall be at any time enforceable by anyone,
and shall be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Bonds duly issued hereunder.  The provisions of this Section 3.8 are exclusive
and shall preclude (to the extent lawful) all other rights and remedies with
respect to the replacement or payment of mutilated, destroyed, lost or stolen
Bonds.  SECTION 3.9.Payment; Payment Rights Preserved.  (a)Interest
and any Additional Amounts on any Bond which is payable, and is punctually paid
or duly provided for, on any Interest Payment Date shall be paid to the Person
in whose name such Bond (or one or more Predecessor Bonds) is registered at the
close of business on the Record Date for  23


such payment, which shall
be the February 15, May 15, August 15 or November 15 (whether or not a Business
Day) immediately preceding such Interest Payment Date by U.S. dollar check
drawn on a bank in The City of New York or, for Holders of at least U.S.$1,000,000 in aggregate principal amount of Bonds, by wire
transfer, each as set forth below.  For so long as the Trustee is acting as Paying Agent
hereunder, the Company shall provide, or cause to be provided, to the Trustee
outside Mexico in same day funds on the Business Day immediately preceding,
each date on which a payment of principal of, interest or any Additional
Amounts on, the Bonds shall become due, as set forth in the text of the Bonds,
such amount, in such coin or currency, as is necessary to make such
payment.  Any overnight interest which
may be agreed in a separate writing to be paid by the Trustee to the Company
and which shall accrue in accordance with such separate writing, if any, on
amounts received by the Trustee from the Company on or prior to any such date
on which a payment of principal of, interest or any Additional Amounts on, the
Bonds shall become due, up to but not including such payment date, shall be for
the Companys account.  The Company
hereby authorizes and directs the Trustee from funds so provided to it to make
or cause to be made payment of the principal of, interest and any Additional
Amounts on, the Bonds as set forth herein and in the text of such Bonds.  Payments in respect of the principal of,
interest and any Additional Amounts on, the Bonds will be made at the Corporate
Trust Office of the Trustee or at the office of the Paying Agent in
Luxembourg.  Payments in respect of
principal of Bonds will be made only against surrender of such Bonds.  The Trustee shall arrange directly with any
other Paying Agent which may have been appointed by it pursuant to the
provisions of Section 3.6 for the payment of funds so paid by the Company
of the principal of, interest and any Additional Amounts on, the Bonds as set
forth herein and in the text of the Bonds. 
Notwithstanding the foregoing, the Company may provide, or cause to be
provided, directly to a Paying Agent funds for the payment of the principal of,
interest and any Additional Amounts on, the Bonds under an agreement with
respect to such funds containing substantially the same terms and conditions
set forth in this Section 3.9, provided that
the Company shall cause such Paying Agent to notify the Trustee that such
Paying Agent has received such funds not later than the Business Day prior to
the date on which a payment of principal of, interest and any Additional
Amounts on, the Bonds is due, and the Trustee shall have no responsibility with
respect to any funds so provided by the Company to any such Paying Agent.  The obligation of the Trustee to make payment on any
date on which a payment in respect of Bonds is to be made is subject to timely
receipt by the Trustee of sufficient funds to make such payment at the times
specified herein.  If any payment in respect of a Bond is due on a day
that is, in New York City or at any other place of payment, not a Business Day,
then, at each such place of payment with respect to such Bond, such payment
need not be made on such day but may be made on the next succeeding Business
Day, with the same force and effect as if made on the date for such payment,
and no interest will accrue on such payment for the period from and after such
date.  (b)Payments
of principal of, interest and any Additional Amounts on, the Bonds will be made
to the Person in whose name such Bonds are registered at the close of business
on the Record Date immediately preceding such payment date by U.S. dollar check
drawn on a bank in The City of New York or, in the case of payments of interest
to a Holder of at least U.S.$1,000,000 in aggregate principal amount of Bonds,
by wire transfer to a U.S. dollar account maintained by the payee with a bank
in the United States or in Europe, provided that a
written request from such Holder to such effect designating such account is
received by the Trustee or the Paying Agent no later than 30 calendar days
immediately preceding such Interest Payment Date.  Unless such designation is revoked, any such
designation made by such Holder with respect to such Bonds shall remain in
effect with respect to any future payments with respect to such Bonds payable
to such Holder.  The Company shall pay
any duly documented administrative costs imposed by banks in connection with
making payments by wire transfer.  24


(c)The
Company shall provide each Paying Agent and any withholding agent under
relevant tax regulations, upon the request of such entity, with copies of each
certificate, declaration or other document received by the Trustee from a
Bondholder pursuant to the terms of the Bonds. 
Each such Paying Agent shall, and the Company shall instruct each such
withholding agent to, retain each such certificate, declaration or other
document received by it for so long as any Bond is Outstanding and in no event
for less than four years after its receipt, and for such additional period
thereafter as such certificate, declaration or other document may become
material in the administration of applicable tax laws, as is indicated by the
Company in writing to each such Paying Agent and withholding agent.  (d)Any
interest or Additional Amount on, any Bond which is payable, but which is not
punctually paid or duly provided for, on any Interest Payment Date (herein
called Defaulted Interest) shall cease to be payable to the Holder on
the relevant Record Date by virtue of having been such Holder, and such
Defaulted Interest may be paid by the Company, at its election in each case, as
provided in clause (i) or (ii) below:  (i)The
Company may elect to make payment of any Defaulted Interest to the Persons in
whose names the Bonds (or their respective Predecessor Bonds) are registered at
the close of business on a Special Record Date for the payment of such
Defaulted Interest, which shall be fixed in the following manner.  The Company shall notify the Trustee in
writing of the amount of Defaulted Interest proposed to be paid on each Bond
and the date of the proposed payment, and at the same time the Company shall
deposit with the Trustee an amount of money equal to the aggregate amount
proposed to be paid in respect of such Defaulted Interest or shall make
arrangements satisfactory to the Trustee for such deposit prior to the date of
the proposed payment, such money when deposited to be held in trust for the
benefit of the Persons entitled to such Defaulted Interest as in this
clause (i) provided.  Thereupon the
Trustee shall fix a special record date (Special Record Date) for the
payment of such Defaulted Interest which shall be not more than 15 days and not
less than 10 days prior to the date of the proposed payment and not less than
10 days after the receipt by the Trustee of the notice of the proposed
payment.  The Trustee shall promptly
notify the Company of such Special Record Date and, in the name and at the
expense of the Company, shall cause notice of the proposed payment of such
Defaulted Interest and the Special Record Date therefor to be given to Holders
in accordance with Section 1.6 hereof, not less than 10 days prior to such
Special Record Date.  Notice of the
proposed payment of such Defaulted Interest and the Special Record Date
therefor having been so given, such Defaulted Interest shall be paid to the
Persons in whose names the Bonds (or their respective Predecessor Bonds) are
registered at the close of business on such Special Record Date and shall no
longer be payable to the Holder on the original Record Date.  (ii)The
Company may make payment of any Defaulted Interest in any other lawful manner
not inconsistent with the requirements of any securities exchange on which the
Bonds may be listed, and upon such notice as may be required by such exchange,
if, after notice given by the Company to the Trustee of the proposed payment
pursuant to this clause (ii), each manner of payment shall be deemed
reasonably practicable by the Trustee.  SECTION 3.10.Withholding Taxes; Payment of Additional Amounts; Tax
Documentation.  In respect of the Bonds issued hereunder, at least
10 days prior to the first date of payment of interest on the Bonds and at
least 10 days prior to each subsequent date, if any, for the payment of
principal of, interest or Additional Amounts on, the Bonds if there has been
any change with respect to the matters set forth in Section 3.9(c), the
Company shall furnish the Trustee and each Paying Agent with a certificate of
an authorized officer of the Company instructing such Paying Agent as to
whether such payment on or with respect to such Bonds shall be made without
withholding or deduction for or on  25


account
of any taxes, duties, assessments or other governmental charges of whatever
nature.  If any such withholding or
deduction shall be required, then such certificate shall specify the amount
required to be withheld on or deducted from such payment to Holders, and the
Company shall pay or cause to be paid to such Paying Agent Additional Amounts,
if any, required by the terms of such Bonds to be paid and shall certify that
the Company shall pay such withholding or deduction.  The Company agrees to indemnify each Paying
Agent for, and to hold it harmless against, any loss, liability or expense
reasonably incurred without negligence or bad faith on its part arising out of
or in connection with actions taken or omitted by it in reliance on any
certificate furnished pursuant to this Section 3.10 or Section 3.9.  Upon request, the Company shall provide the Trustee
with documentation reasonably satisfactory to the Trustee evidencing the
payment of Mexican Taxes in respect of which the Company has paid any
Additional Amounts (which documentation shall not be deemed to include original
receipts).  Copies of such documentation
shall be made available to the Holders or the Paying Agents, as applicable,
upon request therefor.  All references in this Indenture to principal of, and
interest on, the Bonds shall, unless the context otherwise requires, be deemed
to mean and include all Additional Amounts, if any, payable to the Holders in
respect thereof as set forth in the text of the Bonds.  SECTION 3.11.Persons
Deemed Owners.  Prior to due presentment of a Bond for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name such Bond is registered as the owner or
Holder of such Bond for the purpose of receiving payment of principal of,
interest (subject to Section 3.9) and any Additional Amounts on, such Bond
and for all other purposes whatsoever, whether or not such Bond be overdue, and
none of the Company, the Trustee or any agent of the Company or the Trustee
shall be affected by notice to the contrary. 
So long as DTC, or its nominee, is the registered owner or Holder of a
global Bond, DTC or such nominee, as the case may be, will be considered the sole
owner or Holder of the Bonds represented by such global Bond for all purposes
hereunder and under the Bonds.  SECTION 3.12.Cancellation.  All Bonds surrendered for payment, registration of
transfer or exchange shall be marked cancelled and, if surrendered to any
Person other than the Trustee, be delivered to the Trustee and shall be
promptly cancelled by it.  The Company
may at any time deliver to the Trustee (or to any other Person for delivery to
the Trustee) for cancellation any Bonds previously authenticated and delivered
hereunder that the Company or any of its Subsidiaries may have acquired in any
manner whatsoever (including any Bonds which the Company has not issued and
sold), and all Bonds so delivered shall be promptly cancelled by the Trustee.  No Bonds shall be authenticated in lieu of or
in exchange for any Bonds cancelled as provided in this Section 3.12,
except as expressly permitted by this Indenture.  All cancelled Bonds held by the Trustee shall
be destroyed by the Trustee in accordance with its customary procedures, and
the Trustee shall, upon written request, deliver a certificate of such
destruction to the Company.  SECTION 3.13.Computation of Interest.  Interest on the Bonds shall be computed on the basis
of a 360-day year of twelve 30-day months.  26


SECTION 3.14.CUSIP Number.  The Company in issuing the Bonds may use CUSIP
numbers and, if so, the Trustee shall use the applicable CUSIP number in any
notices to Holders as a convenience to such representation is made as to the
correctness or accuracy of any CUSIP number printed in the notice or on the
Bonds.  The Company shall promptly notify
the Trustee in writing of any change in the CUSIP numbers.  ARTICLE IV
DISCHARGE OF INDENTURE; DEFEASANCE  SECTION 4.1.Discharge of Liability on Bonds; Defeasance.  (a)  When (i) all Outstanding
Bonds (other than Bonds replaced pursuant to Section 3.8) have been
delivered to the Trustee for cancellation or (ii) all Outstanding Bonds
have become due and payable, whether at Maturity or otherwise, and the Company
irrevocably deposits with the Trustee funds sufficient to pay at Maturity or
otherwise all amounts payable with respect to all outstanding Bonds (other than
Bonds replaced pursuant to Section 3.8), and if in either case the Company
pays all other amounts payable hereunder by the Company, then this Indenture
shall, subject to Section 4.1(c), cease to be of further effect.  The Trustee shall acknowledge satisfaction
and discharge of this Indenture on demand of the Company (accompanied by an
Officers Certificate and an opinion of Counsel stating that all conditions
precedent specified herein relating to the satisfaction and discharge of this
Indenture have been complied with) and at the cost and expense of the Company.  (b)Subject
to Sections 4.1(c) and 4.2, the Company at any time may terminate
(i) all its obligations under the Bonds and this Indenture (legal
defeasance option) or (ii) its obligations under Sections 10.1
through 10.6, and the operation of Sections 5.1(2) (with respect to
Sections 10.1 through 10.6), 5.1(3), 5.1(4) and 5.1(5) (covenant
defeasance option).  The Company may
exercise its legal defeasance option notwithstanding its prior exercise of its
covenant defeasance option.  If the Company exercises its legal defeasance option,
payment of the Bonds may not be accelerated because of an Event of
Default.  If the Company exercises its
covenant defeasance option, payment of the Bonds may not be accelerated because
of an Event of Default specified in Sections 5.1(2) (with respect to
Sections 10.1 through 10.6), 5.1(3), 5.1(4) and 5.1(5).  Upon satisfaction of the conditions set forth herein
and upon request of the Company, the Trustee shall acknowledge in writing the
discharge of those obligations that the Company terminates.  (c)Notwithstanding
the provisions of Sections 4.1(b), the Companys obligations in
Article III, Sections 6.8, 6.11, 4.4, 4.5 and 4.6 shall survive until
the Bonds have been paid in full. 
Thereafter, the Companys obligations in Sections 6.8, 4.4 and 4.5
shall survive.  SECTION 4.2.Conditions to Defeasance.  The Company may exercise its legal defeasance
option or its covenant defeasance option only if:  (1)the Company irrevocably deposits in trust with the Trustee
money or U.S. Government Obligations for the payment of principal of, and
interest on, the Bonds to Maturity or, if the defeasance occurs prior to the
date on which the Company can redeem the Bonds pursuant to Section 11.1(b), to
such date;  (2)the Company delivers to the Trustee a certificate from an
internationally recognized firm of independent accountants expressing their
opinion that the payments of  27


principal and interest
when due and without reinvestment on the deposited U.S. Government Obligations
plus any deposited money without investment will provide cash at such times and
in such amounts as will be sufficient to pay when due principal of, and
interest on, all the Bonds to Maturity or to the Redemption Date;  (3)the
Company shall have delivered to the Trustee an Opinion of Counsel, subject to
certain customary qualifications, to the effect that the funds so deposited
will not be subject to any rights of any other holders of Debt of the Company;  (4)the deposit does not constitute a default under any other
agreement binding on the Company;  (5)the Company delivers to the Trustee an Opinion of Counsel to
the effect that the trust resulting from the deposit does not constitute, or is
qualified as, a regulated investment company under the U.S. Investment Company
Act of 1940;  (6)in
the case of the legal defeasance option, the Company shall have delivered to
the Trustee an Opinion of Counsel stating that (i) the Company has received
from, or there has been published by, the U.S. Internal Revenue Service a
ruling, or (ii) since the date of this Indenture there has been a change in the
applicable United States federal income tax law, in either case to the effect
that, and based thereon such Opinion of Counsel shall confirm that, the Holders
will not recognize income, gain or loss for United States federal income tax
purposes as a result of such defeasance and will be subject to U.S. federal
income tax on the same amounts, in the same manner and at the same times as
would have been the case if such legal defeasance had not occurred;  (7)in
the case of the covenant defeasance option, the Company shall have delivered to
the Trustee an Opinion of Counsel to the effect that the Holders will not recognize
income, gain or loss for U.S. federal income tax purposes as a result of such
covenant defeasance and will be subject to U.S. federal income tax on the same
amounts, in the same manner and at the same times as would have been the case
if such covenant defeasance had not occurred; and  (8)the
Company delivers to the Trustee an Officers Certificate and an Opinion of
Counsel, each stating that all conditions precedent to the defeasance and
discharge of the Bonds and this Indenture as contemplated by this
Article IV have been complied with.  SECTION 4.3.Application of Trust Money.  The Trustee shall hold in trust money or U.S.
Government Obligations deposited with it pursuant to this Article IV.  The Trustee shall apply the deposited money
and the money from U.S. Government Obligations through the Paying Agents and in
accordance with this Indenture to the payment of principal of, and interest on,
the Bonds.  SECTION 4.4.Repayment to Company. 
The Trustee and the Paying Agents shall promptly turn over to the
Company upon request any excess money or securities held by them upon payment
of all the obligations under this Indenture.  Subject to any applicable abandoned property law, the
Trustee and the Paying Agents shall pay to the Company upon request any money
held by them for payments with respect to the Bonds that remain unclaimed for
two years, and, thereafter, Holders entitled to the money must look to the
Company for payment as general creditors.  28


SECTION 4.5.Indemnity for U.S. Government Obligations.  The Company shall pay, and indemnify the
Trustee against, any tax, fee or other charge imposed on or assessed against
deposited U.S. Government Obligations or the principal and interest received on
such U.S. Government Obligations to the extent required to ensure payment in
full of all amounts required to be paid in respect of the Bonds in accordance
with this Article IV.  SECTION 4.6.Reinstatement. 
If the Trustee or any Paying Agent is unable to apply any money or U.S.
Government Obligations in accordance with this Article IV by reason of any
legal proceeding or by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, the obligations of the Company under this Indenture and the Bonds
shall be revived and reinstated as though no deposit had occurred pursuant to
this Article IV until such time as the Trustee or any Paying Agent is
permitted to apply all such money or U.S. Government Obligations in accordance
with this Article IV; provided, however, that, if the Company has made any payment of and
interest on, any Bonds because of the reinstatement of its obligations, the
Company shall be subrogated to the rights of the Holders of such Bonds to
receive such payment from the money or U.S. Government Obligations held by the
Trustee or any Paying Agent.  ARTICLE V
REMEDIES  SECTION 5.1.Events of Default.  Event of Default, wherever used herein with
respect to the Bonds, means any one of the following events (whatever the
reason for such event and whether it shall be voluntary or involuntary or be
effected by operation of law, pursuant to any judgment, decree or order of any
court or any order, rule or regulation of any administrative or governmental
body):  (1)default
in the payment of the principal of any Bond after any such principal becomes
due in accordance with the terms thereof, upon redemption or otherwise; or
default in the payment of any interest, Additional Amounts, or other amounts in
respect of the Bonds if such default continues for 30 days after any such
interest, Additional Amounts or other amount becomes due in accordance with the
terms thereof;  (2)failure
to observe or perform any other covenant or agreement contained in the Bonds or
the Indenture in any material respect, and such failure continues for
90 days after notice specifying such failure and requiring it to be
remedied has been sent to the Company by the Trustee;  (3)failure
by the Company or any of its Material Subsidiaries to pay when due, whether at
maturity, upon redemption or acceleration or otherwise, the principal of any
Debt in excess, individually or in the aggregate, of U.S. $35 million (or
the equivalent thereof in other currencies), if such failure shall continue for
more than the period of grace, if any, applicable thereto and the period for
payment has not been expressly extended;  (4)a
decree or order by a court having jurisdiction shall have been entered
adjudging the Company or any of its Material Subsidiaries as bankrupt or
insolvent, or approving as properly filed a petition seeking reorganization or concurso mercantilof or by the Company or any of its
Material Subsidiaries and such decree or order shall have continued undischarged
or unstayed for a period of 120 days; or a decree or order of a court
having jurisdiction for the appointment of a receiver or liquidator or síndico or for the liquidation or dissolution of the  29


Company or any of its
Material Subsidiaries, shall have been entered, and such decree or order shall
have continued undischarged and unstayed for a period of 120 days; provided, however, that any such Material Subsidiary may be
liquidated or dissolved if, pursuant to such liquidation or dissolution, all or
substantially all of its assets are transferred to the Company or another
Material Subsidiary of the Company; or  (5)the
Company or any of its Material Subsidiaries shall institute any proceeding to
be adjudicated as voluntary bankrupt, or shall consent to the filing of a
bankruptcy proceeding against it, or shall file a petition or answer or consent
seeking reorganization or concurso mercantil,
or shall consent to the filing of any such petition, or shall consent to the
appointment of a receiver or liquidator or síndico or
trustee or assignee in bankruptcy or insolvency of it or its Property.  For purposes of clause (3) above, the equivalent
of the specified U.S. dollar amount shall be translated at the Market Exchange
Rate on the date on which an Event of Default occurs.  SECTION 5.2.Acceleration of Maturity; Rescission and Annulment.  If an Event of Default occurs and is continuing, then
and in every case (other than in the case of an Event of Default specified in
Section 5.1(4) or (5)) the Trustee or the Holders of not less than 25% of
the aggregate principal amount of the Bonds then Outstanding may declare an
amount equal to the principal of, accrued interest and any unpaid Additional
Amounts on, all the Bonds to be due and payable immediately, by a notice in
writing to the Company (and to the Trustee if given by Holders), and upon any
such declaration such principal, interest and Additional Amounts shall become
immediately due and payable; provided, however,
that if an Event of Default specified in Section 5.1(4) or (5) occurs and
is continuing the principal of, interest and Additional Amounts in respect of
all the Bonds shall automatically become due and payable immediately.  At any time after such a declaration of acceleration
has been made or such acceleration has automatically occurred and before a
judgment or decree for payment of the money due has been obtained by the
Trustee as hereinafter in this Article provided, the
Holders of a majority in principal amount of the Outstanding Bonds, by written
notice to the Company and the Trustee, may rescind and annul such declaration
or automatic acceleration and its consequences if:  (1)the Company has paid or deposited with the Trustee a sum
sufficient to pay:  (A)all overdue interest and Additional Amounts on all Bonds,  (B)the principal of any Bonds that have become due otherwise
than by such declaration of acceleration and interest thereon at the rate borne
by the Bonds,  (C)to the extent that payment of such interest is lawful,
interest upon overdue interest on the Bonds at the rate borne by the Bonds, and  (D)all sums paid or advanced by the Trustee hereunder and the
reasonable compensation, expense, disbursements and advances of the Trustee,
its agents and counsel;  and  30


(2)all
Events of Default, other than the non-payment of the principal of Bonds that
have become due solely by such declaration of acceleration or automatic
acceleration, have been cured or waived as provided in Section 9.3.  No such rescission shall affect any subsequent default
or impair any right consequent thereon.  In the event of a declaration of acceleration because
an Event of Default set forth in Section 5.1(3) has occurred and is
continuing, such declaration of acceleration shall be automatically annulled if
the default in payment or declaration of acceleration in respect of the
indebtedness which is the subject of such Event of Default shall have been
cured or rescinded within 120 days thereof and the Company has delivered a
notice of such cure or rescission to the Trustee and no other Event of Default
has occurred before or during such 120 day period which has not been cured or
waived.  SECTION 5.3.Collection of Debt and Suits for Enforcement by Trustee.  If the Company fails to pay amounts due and owing
under the Bonds upon demand, the Trustee, in its own name and as trustee of an
express trust, may institute a judicial proceeding for the collection of the
sums so due and unpaid, and may prosecute such proceeding to judgment or final
decree, and may enforce the same against the Company upon such Bonds and
collect the moneys adjudged or decreed to be payable in the manner provided by
law out of the property of the Company wherever situated.  If an Event of Default with respect to the Bonds
occurs and is continuing, the Trustee may in its discretion proceed to protect
and enforce its rights and the rights of the Holders by such appropriate
judicial proceedings as the Trustee shall deem most effectual to protect and
enforce any such rights, whether for the specific enforcement of any covenant
or agreement in this Indenture or in aid of the exercise of any power granted
herein, or to enforce any other proper remedy.  SECTION 5.4.Trustee
May File Proofs of Claim.  The Trustee may file such proofs of claim and other
papers or documents as may be necessary or advisable in order to have the
claims of the Trustee and the Holders allowed in any judicial proceedings
relative to the Company, its creditors or its property, and any custodian, síndico or other similar official in any such judicial
proceeding is hereby authorized by each Holder to make payments to the Trustee
and, in the event that the Trustee shall consent to the making of such payments
directly to the Holders, to pay to the Trustee any amount due it for the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and its counsel, and any other amounts due the Trustee under
Section 6.8.  Nothing contained herein shall be deemed to authorize
the Trustee to authorize or consent to or accept or adopt on behalf of any
Holder any plan of reorganization, arrangement, adjustment or composition
affecting the Bonds or the rights of any Holder thereof, or to authorize the
Trustee to vote in respect of the claim of any Holder in any such proceeding.  SECTION 5.5.Trustee
May Enforce Claims Without Possession of the Bonds.  All rights of action and claims under this Indenture
or the Bonds may be prosecuted and enforced by the Trustee without the
possession of any of the Bonds or the production thereof in any proceeding
relating thereto, and any such proceeding instituted by the Trustee shall be
brought in its own name, as trustee of an express trust, and any recovery of
judgment shall, after provision for the payment of the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel, be
for the ratable benefit of the Holders in respect of which such judgment has
been recovered.  31


SECTION 5.6.Application
of Money Collected.  Any money collected by the Trustee pursuant to this
Article V shall be applied in the following order, at the date or dates
fixed by the Trustee and, in case of the distribution of such money on account
of principal, interest or any Additional Amounts upon presentation of the Bonds
and the notation thereon of the payment if only partially paid and upon
surrender thereof if fully paid:  FIRST:To
the payment of all amounts due the Trustee under Section 6.8;  SECOND:To
the payment of the amounts then due and unpaid for principal of, and interest
and any Additional Amounts on, the Bonds in respect of which or for the benefit
of which such money has been collected, ratably, without preference or priority
of any kind, according to the amounts due and payable on such Bonds for
principal of, interest and any Additional Amounts, respectively; and  THIRD:To
the Company.  SECTION 5.7.Limitation on Suits.  Except as provided in Section 5.8, no Holder
shall have any right to institute any proceeding, judicial or otherwise, with
respect to this Indenture or the Bonds or for any remedy hereunder or
thereunder, unless  (1)such Holder has previously given to the Trustee written
notice of a continuing Event of Default;  (2)the Holders of at least 25% in aggregate principal amount of
the Outstanding Bonds shall have made a written request to the Trustee to
institute proceedings in respect of such Event of Default in its own name as
Trustee hereunder;  (3)such Holder or Holders have offered to the Trustee
reasonable indemnity against the costs, expenses and liabilities to be incurred
in compliance with such request;  (4)the
Trustee for 60 calendar days after its receipt of such notice, request and
offer of indemnity has failed to institute any such proceeding; and  (5)no direction inconsistent with such written request has been
given to the Trustee during such 60-day period by the Holders of a majority in
principal amount of the Outstanding Bonds;  it being understood and intended that no one or more
Holders shall have any right in any manner whatsoever by virtue of, or by
availing of, any provision of this Indenture to affect, disturb or prejudice
the rights of any other such Holders, or to obtain or to seek to obtain
priority or preference over any other of such Holders or to enforce any right
under this Indenture, except in the manner herein provided.  SECTION 5.8.Unconditional Right of Holders to Receive Payment.  Notwithstanding any other provision in this Indenture
to the contrary, each Holder shall have the right, which is absolute and
unconditional, to receive payment of the principal of, and (subject to
Section 3.9(d)) interest and any Additional Amounts on, such Bond at
Maturity, any Interest Payment  32


Date or other scheduled
payment date therefor and individually to institute suit for the enforcement of
any such payment, and such right shall not be impaired
without the consent of such Holder.  SECTION 5.9.Restoration of Rights and Remedies.  If the Trustee or any Holder has instituted any
proceeding to enforce any right or remedy or in the exercise of any power under
this Indenture and such proceeding has been discontinued or abandoned for any
reason, or has been determined adversely to the Trustee or to such Holder, then
and in every such case the Company, the Trustee and the Holders shall, subject
to any determination in such proceeding, be restored severally and respectively
to their former positions and rights hereunder, and thereafter all rights,
powers and remedies of the Trustee and the Holders shall continue as though no
such proceeding had been instituted.  SECTION 5.10.Rights and Remedies Cumulative.  Except as otherwise provided herein, no right, power
or remedy herein conferred upon or reserved to the Trustee or to the Holders is
intended to be exclusive of any other right, power or remedy, and every right,
power and remedy shall, to the extent permitted by law, be cumulative and in
addition to every other right, power and remedy given hereunder or now or
hereafter existing at law or in equity or otherwise any may be exercised from
time to time and in such order as may be deemed expedient by the Trustee or the
Holders.  The assertion or employment of
any right, power or remedy hereunder, or otherwise, shall not prevent the
concurrent assertion or employment of any other appropriate right or remedy.  SECTION 5.11.Delay or Omission Not Waiver.  No delay or omission of the Trustee or of any Holder
to exercise any right or remedy accruing upon any Event of Default shall impair
any such right or remedy or constitute a waiver of any such Event of Default or
an acquiescence therein.  Every right and remedy given by this
Article V or by law to the Trustee or to the Holders may be exercised from
time to time, and as often as may be deemed expedient, by the Trustee or by the
Holders, as the case may be.  SECTION 5.12.Control
by Holders.  Subject to subsection (e) of Section 6.4,
the Holders of a majority in aggregate principal amount of the Outstanding
Bonds shall have the right to direct the time, method and place of conducting
any proceeding for any remedy available to the Trustee or exercising any trust
or power conferred on the Trustee, provided that:  (1)such direction shall not be in conflict with any rule of law
or with this Indenture or unduly prejudicial to the rights of other Holders or
involve the Trustee in personal liability; and  (2)the Trustee may take any other action deemed proper by the
Trustee which is not inconsistent with such direction.  SECTION 5.13.Undertaking for Costs.  All parties to this Indenture agree, and each Holder
by such Holders acceptance of the Bonds issued pursuant hereto shall be deemed
to have agreed, that any court may in its discretion require, in any suit for
the enforcement of any right or remedy under this Indenture, or in any suit
against the Trustee for any action taken, suffered or omitted by it as Trustee,
the filing by any party litigant in such suit of an  33


undertaking to pay the
costs of such suit and that such court may in its discretion assess reasonable
costs, including reasonable attorneys fees, against any party litigant in such
suit, having due regard to the merits and good faith of the claims or defenses
made by such party litigant; but the provisions of this Section 5.13 shall
not apply to any suit instituted by the Trustee, to any suit instituted by any
Holder, or group of Holders, holding in the aggregate more than 10% in
aggregate principal amount of the Outstanding Bonds, or to any suit instituted
by any Holder for the enforcement of the payment of the principal of, or
interest or any Additional Amounts on, any Bond on or after any Interest
Payment Date or other scheduled payment date therefor (including, in the case
of a redemption pursuant to Article XI, on or after the applicable
Redemption Date).  SECTION 5.14.Waiver of Usury, Stay or Extension Laws.  The Company covenants (to the extent that it may
lawfully do so) that it shall not at any time insist upon, or plead, or in any
manner whatsoever claim or take the benefit or advantage of, any usury, stay or
extension law wherever enacted, now or at any time hereafter in force, which
may affect the covenants or the performance of this Indenture or any
obligations arising under the Bonds; and the Company (to the extent that it may
lawfully do so) hereby expressly waives all benefit or advantage of any such law,
and covenants that it shall not hinder, delay or impede the execution of any
power herein granted to the Trustee but shall suffer and permit the execution
of every such power as though no such law had been enacted.  ARTICLE VI
THE TRUSTEE  SECTION 6.1.Acceptance of Trusts.  The Trustee hereby accepts the trusts imposed by it by
this Indenture, and covenants and agrees to perform the same as herein
expressed and agrees to receive and disburse all moneys in accordance with the
terms hereof.  SECTION 6.2.Certain Duties and Responsibilities.  (a)Except
during the continuance of an Event of Default,  (1)the
Trustee undertakes to perform such duties and only such duties as are
specifically set forth in this Indenture, and no implied covenants or
obligations shall be read into this Indenture against the Trustee; and  (2)in
the absence of bad faith on its part, the Trustee may conclusively rely, as to
the truth of the statements and the correctness of the opinions expressed
therein, upon certificates or opinions furnished to the Trustee and conforming
to the requirements of this Indenture; but in the case of any such certificates
or opinions which by any provisions hereof are specifically required to be
furnished to the Trustee, the Trustee shall be under a duty to examine the same
to determine whether or not they conform to the requirements of this Indenture.  (b)In
case an Event of Default shall have occurred and be continuing, the Trustee
shall exercise such of the rights and powers vested in it by this Indenture,
and use the same degree of care and skill in their exercise, as a prudent man
would exercise or use under the circumstances in the conduct of his own
affairs.  34


(c)No
provision of this Indenture shall be construed to relieve the Trustee from
liability for its own negligent action, its own negligent failure to act, or
its own willful misconduct, except that:  (1)this subsection (c) shall not be construed to limit the
effect of subsection (a) of this Section 6.2;  (2)the Trustee shall not be liable for any error of judgment
made in good faith by a Responsible Officer, unless it shall be proved that the
Trustee was negligent in ascertaining the pertinent facts;  (3)the
Trustee shall not be liable with respect to any action taken, suffered or
omitted to be taken by it with respect to the Bonds in good faith in accordance
with the direction of the Holders of a majority in principal amount of the
Outstanding Bonds relating to the time, method and place of conducting any
proceeding for any remedy available to the Trustee, or exercising any trust or
power conferred upon the Trustee, under this Indenture; and  (4)no
provision of this Indenture shall require the Trustee to expend or risk its own
funds or otherwise incur any financial liability in the performance of any of
its duties hereunder, or in the exercise of any of its rights or powers, if it
shall have reasonable grounds for believing that repayment of such funds or
adequate indemnity against such risk or liability is not reasonably assured to
it.  (d)Whether
or not therein expressly so provided, every provision of this Indenture
relating to the conduct or affecting the liability of or affording protection
to the Trustee shall be subject to the provisions of this Section 6.2.  (e)Any
provision hereof relating to the conduct or affecting the liability of or
affording protection to the Trustee shall be subject to the provisions of this
Section 6.2 and, subsequent to date, if any, on which this Indenture is
qualified under the Trust Indenture Act, to the provisions of the Trust
Indenture Act.  SECTION 6.3.Notice of Defaults.  As promptly as practicable, and in any event within 60
days after the occurrence of any Default or Event of Default hereunder of which
a Responsible Officer of the Trustee or any member of the Corporate Trust
Department of the Trustee has knowledge and which has not been cured or waived,
the Trustee shall give notice to the Holders in accordance with
Section 1.6 hereof of such Default or Event of Default; provided, however, that, except in the case of a Default in
the payment of the principal of, interest or any Additional Amounts on, any
Bond, the Trustee shall be protected in withholding such notice if and so long
as the board of directors, the executive committee or a trust committee of
directors or Responsible Officers of the Trustee in good faith determines that
the withholding of such notice is in the interests of such Holders.  Upon receipt by the Trustee of a certificate
from the Company pursuant to Section 10.3, the Trustee shall promptly
notify the Holders of receipt by the Trustee of such certificate and the
matters described therein.  SECTION 6.4.Certain Rights of Trustee.  Except as otherwise provided in Section 6.2:  (a)the
Trustee may rely and shall be protected in acting or refraining from acting in
reliance upon any resolution, certificate, statement, instrument, opinion,
report, notice, request, direction, consent,  35


order, bond, debenture,
note, other evidence of indebtedness, or other paper or document believed by it
to be genuine and to have been signed or presented by the proper party or
parties;  (b)any request or direction of the Company mentioned herein
shall be sufficiently evidenced by a Company Request or Company Order and any
resolution of the Board shall be sufficiently evidenced by a Board Resolution;  (c)whenever
in the administration of this Indenture the Trustee shall deem it desirable
that a matter be proved or established prior to taking, suffering or omitting
any action hereunder, the Trustee (unless other evidence be herein specifically
prescribed) may, in the absence of bad faith on its part, rely upon an Officers
Certificate;  (d)the
Trustee may consult with counsel of its selection and the written advice of
such counsel or any Opinion of Counsel shall be full and complete authorization
and protection in respect of any action taken, suffered or omitted by it
hereunder in good faith and in reliance thereon;  (e)the
Trustee shall be under no obligation to exercise any of the rights or powers
vested in it by this Indenture at the request or direction of any of the
Holders pursuant to this Indenture, unless such Holders shall have offered to
the Trustee reasonable security or indemnity against the costs, expenses and
liabilities which might be incurred by it in compliance with such request or
direction;  (f)the
Trustee shall not be bound to make any investigation into the facts or matters
stated in any resolution, certificate, statement, instrument, opinion, report,
notice, request, direction, consent, order, bond, debenture, note, other
evidence of indebtedness or other paper or document, but the Trustee, at the
direction of Holders of a majority of principal amount of Outstanding Bonds,
may make such further inquiry or investigation into such facts or matters as it
may see fit, and, if the Trustee shall determine to make such further inquiry
or investigation, it shall be entitled to examine the books, records and
premises of the Company relevant to the facts or matters that are the subject
of its inquiry, personally or by agent or attorney;  (g)the Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or through
agents or attorneys and the Trustee shall not be responsible for any misconduct
or negligence on the part of any agent or attorney appointed with due care by
it hereunder;  (h)in taking any action under Section 5.1(2) of this Indenture,
the Trustee shall be entitled to rely upon a certificate from the Company in
determining whether there has been a failure to perform in any material
respect;  (i)the
Trustee shall not be deemed to have notice of a Default or an Event of Default
unless (i) a Responsible Officer of the Trustee has received written notice
thereof from the Company or any Holder at the Corporate Trust Office of the
Trustee, or (ii) a Responsible Officer of the Trustee shall have actual
knowledge thereof; and  (j)the permissive rights of the Trustee ennumerated herein
shall not be construed as duties.  SECTION 6.5.Not
Responsible for Recitals or Issuance of Bonds.  The recitals contained herein and in the Bonds, except
the Trustees certificates of authentication, shall be taken as the statements
of the Company, and the Trustee assumes no responsibility for their
correctness.  The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of  36


the
Bonds.  The Trustee shall not be
accountable for the use or application by the Company of any Bonds or the
proceeds thereof.  The Trustee, in its
capacity as such, shall not be accountable for any calculations made or
required to be made by the Company or any other Person under this Indenture.  SECTION 6.6.May
Hold Bonds.  The Trustee, any Paying Agent, any Transfer Agent, any
Registrar or any other agent of the Company, in its individual or any other
capacity, may become the owner or pledgee of Bonds, and, subject to
Sections 6.9 and 6.14, may otherwise deal with the Company with the same
rights it would have if it were not Trustee, Paying Agent, Registrar or such
other agent.  SECTION 6.7.Money
Held in Trust.  Money held by the Trustee in trust hereunder need not
be segregated from other funds except to the extent required by law.  The Trustee shall be under no liability for
interest on any money received by it hereunder except as otherwise agreed in
writing with the Company.  SECTION 6.8.Compensation and Reimbursement.  The Company agrees  (1)to
pay to the Trustee from time to time such reasonable compensation as the
Company and the Trustee shall from time to time agree for all services rendered
by it hereunder (which compensation shall not be limited by any provision of
law in regard to the compensation of a trustee of an express trust) ;  (2)except
as otherwise expressly provided herein, to reimburse the Trustee upon its
request for all reasonable expenses, disbursements and advances incurred or made
by the Trustee in accordance with any provision of this Indenture (including
the reasonable compensation and the reasonable expenses and disbursements of
its agents and counsel), except any such expense, disbursement or advance as
may be attributable to its negligence or bad faith; and  (3)to
indemnify the Trustee for, and to hold it harmless against, any loss, liability
or expense, incurred without negligence or bad faith on its part, arising out
of or in connection with the acceptance or administration of this trust or
performance of its duties hereunder, including the reasonable costs and
expenses of defending itself against any claim or liability in connection with
the exercise or performance of any of its powers or duties hereunder.  As security for the performance of the obligations of
the Company under this Section 6.8 the Trustee shall have a claim or lien
prior to the Bonds upon all property and funds held or collected by the Trustee
as such, except funds held in trust for the payment of principal of, or
interest or Additional Amounts on, particular Bonds.  When the Trustee incurs expenses after the
occurrence of a Default specified in Section 5.1(4) with respect to the
Company, the expenses are intended to constitute expenses of administration under
any bankruptcy law or similar law for the relief of debtors.  The provisions of this Section shall survive
the satisfaction and discharge of this Indenture, the resignation or removal of
the Trustee, payment in full of the Bonds and the termination for any reason of
this Indenture.  SECTION 6.9.Disqualification; Conflicting Interests.  Subsequent to the date, if any, on which this
Indenture is qualified under the Trust Indenture Act, (i) the Trustee shall at
all times satisfy the requirements of Trust Indenture Act Section 310(a),
and  37


(ii) the Trustee shall
comply with Trust Indenture Act Section 310(b); provided,
however, that there shall be excluded from the operation of Trust
Indenture Act Section 310(b)(1) any indenture or indentures under which
other securities or certificates of interest or participation in other
securities of the Company are outstanding if the requirements for such
exclusion set forth in Trust Indenture Act Section 310(b)(1) are met; and provided, further, that nothing herein shall prevent the
Trustee from filing with the Commission the application referred to in the
penultimate paragraph of Trust Indenture Act Section 310(b).  SECTION 6.10.Corporate
Trustee Required; Eligibility.  There shall at all times be a Trustee hereunder which
shall be a corporation organized and doing business under the laws of the
United States of America, any State or the District of Columbia, authorized
under such laws to exercise corporate trust powers, and subject to supervision
or examination by Federal, State or District of Columbia authority, having a
combined capital and surplus of at least U.S.$50,000,000, being acceptable to
the Company and having its Corporate Trust Office in the Borough of Manhattan,
The City of New York.  If such Person
publishes reports of condition at least annually, pursuant to law or to the
requirements of the aforesaid supervising or examining authority, then for the
purposes of this Section 6.10, the combined capital and surplus of such
corporation shall be deemed to be its combined capital and surplus as set forth
in its most recent report of condition so published.  Neither the Company nor any Affiliate of the
Company shall serve as Trustee hereunder. 
If at any time the Trustee shall cease to be eligible to serve as
Trustee hereunder pursuant to the provisions of this Section 6.10, it
shall resign immediately in the manner and with the effect hereinafter
specified in this Article VI.  SECTION 6.11.Resignation and Removal; Appointment of Successor.  (a)No
resignation or removal of the Trustee and no appointment of a successor Trustee
pursuant to this Article VI shall become effective until the acceptance of
appointment by the successor Trustee under Section 6.12.  Until such acceptance, the Trustee shall
continue to carry out its duties hereunder.  (b)The
Trustee may resign at any time by giving written notice thereof to the
Company.  If an instrument of acceptance
by a successor Trustee required by Section 6.12 shall not have been
delivered to the Trustee within 30 days after the giving of such notice of
resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor Trustee.  (c)The
Trustee may be removed at any time, and a successor Trustee appointed, by Act
of the Holders of a majority in aggregate principal amount of the Outstanding
Bonds, delivered to the Trustee and to the Company.  (d)If
at any time:  (1)subsequent
to the date, if any, on which this Indenture is qualified under the Trust
Indenture Act, the Trustee shall fail to comply with Section 310(b) of the
Trust Indenture Act pursuant to Section 6.9 hereof after written request
therefor by the Company or by any Holder who has been a bona fide Holder for at
least six months, unless the Trustees duty to resign is stayed in accordance
with the provisions of Section 310(b) of the Trust Indenture Act, or  (2)the Trustee shall cease to be eligible under
Section 6.10 hereof and shall fail to resign after written request
therefor by the Company or by any such Holder, or  38


(3)the
Trustee shall become incapable of acting or a decree or order for relief by a
court of competent jurisdiction shall have been entered in respect of the
Trustee in an involuntary case under the Federal bankruptcy laws, as now or
hereafter constituted, or any other applicable Federal or State bankruptcy,
insolvency or similar law; or a decree or order by a court of competent
jurisdiction shall have been entered for the appointment of a receiver,
custodian, liquidator, assignee, trustee, sequestrator (or other similar
official) of the Trustee or of its property or affairs, or any public officer
shall take charge or control of the Trustee or of its property or affairs for
the purpose of rehabilitation, conservation, winding up or liquidation, or  (4)the
Trustee shall commence a voluntary case under the Federal bankruptcy laws, as
now or hereafter constituted, or any other applicable Federal or State
bankruptcy, insolvency or similar law or shall consent to the entry of an order
for relief in an involuntary case under any such law or to the appointment of
or taking possession by a receiver, custodian, liquidator, assignee, trustee,
sequestrator (or other similar official) of the Trustee or its property or
affairs, or shall make an assignment for the benefit of creditors, or shall
fail to pay its debts generally as they become due, or shall take corporate
action in furtherance of any such action, or  (5)the Trustee shall otherwise become incapable of acting,  then, in any such case, (i) the Company, by a
Board Resolution, may remove the Trustee with respect to the Bonds, or
(ii) subject to Section 5.13, any Holder who has been a bona fide Holder
of a Bond for at least six months may, on behalf of such Holder and all others
similarly situated, petition any court of competent jurisdiction for the
removal of the Trustee and the appointment of a successor Trustee for the
Bonds.  (e)If
the Trustee shall resign, be removed or become incapable of acting, or if a
vacancy shall occur in the office of Trustee for any cause, the Company, by or
pursuant to a Board Resolution, shall promptly appoint a successor Trustee and
shall comply with the applicable requirements of Section 6.12.  If, within one year after such resignation,
removal or incapability, or the occurrence of such vacancy, a successor Trustee
shall be appointed by Act of the Holders of a majority in aggregate principal
amount of the Outstanding Bonds delivered to the Company and the retiring
Trustee, the successor Trustee so appointed shall, upon its acceptance of such
appointment in accordance with the applicable requirements of
Section 6.12, become the successor Trustee and to that extent replace the
successor Trustee appointed by the Company. 
If no successor Trustee shall have been so appointed by the Company or
the Holders and shall have accepted appointment in the manner hereinafter provided, any Holder that has been a bona  fide
Holder of a Bond for at least six months may, on behalf of itself and all
others similarly situated, petition any court of competent jurisdiction for the
appointment of a successor Trustee.  (f)The
Company shall give notice of each resignation and each removal of the Trustee
and each appointment of a successor Trustee by mailing or causing to be mailed
written notice of such resignation, removal and appointment to the Holders
pursuant to Section 1.6.  Each
notice shall include the name of the successor Trustee with respect to the
Bonds and the address of its Corporate Trust Office.  SECTION 6.12.Acceptance of Appointment by Successor.  (a)In
the event of an appointment hereunder of a successor Trustee, each such
successor Trustee so appointed shall execute, acknowledge and deliver to the
Company and to the retiring Trustee an instrument accepting such appointment,
and thereupon the resignation or removal of the retiring Trustee shall become
effective and such successor Trustee, without any further act, deed or conveyance,
shall become vested with all the rights, powers, trusts and duties of the
retiring Trustee; but, on request of  39


the Company or the
successor Trustee, such retiring Trustee shall, upon payment of its charges,
execute and deliver an instrument transferring to such successor Trustee all
the rights, powers and trusts of the retiring Trustee, and shall duly assign,
transfer and deliver to such successor Trustee all Property and money held by
such former Trustee hereunder, subject to its lien, if any, provided for in
Section 6.8.  (b)Upon
request of any such successor Trustee, the Company shall execute any and all
instruments for more fully and certainly vesting in and confirming to such
successor Trustee all such rights, powers and trusts referred to in
Section 6.12(a).  (c)No
successor Trustee shall accept its appointment unless at the time of such
acceptance such successor Trustee shall be qualified and eligible under this
Article VI.  SECTION 6.13.Merger, Conversion, Consolidation or Succession to Business.  Any corporation into which the Trustee may be merged
or converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Trustee shall be a
party, or any corporation succeeding to all or substantially all of the
corporate trust business of the Trustee, shall be the successor of the Trustee
hereunder, provided that such corporation shall be
otherwise qualified and eligible under this Article VI, without the
execution or filing of any paper or any further act on the part of any of the
parties hereto.  In case any Bonds shall
have been authenticated, but not delivered, by the Trustee then in office, any
successor by merger, conversion or consolidation to such authenticating Trustee
may adopt such authentication and deliver the Bonds so authenticated with the
same effect as if such successor Trustee had itself authenticated such
Bonds.  In the event that any Bonds shall
not have been authenticated by such predecessor Trustee, any such successor
Trustee may authenticate and deliver such Bonds, in either its own name or that
of its predecessor Trustee, with the full force and effect which this Indenture
provides for the certificate of authentication of the Trustee.  SECTION 6.14.Preferential
Collection of Claims Against Company.  The Trustee shall, subsequent to the date, if any, on
which this Indenture is qualified under the Trust Indenture Act, comply with
Trust Indenture Act Section 311(a), excluding any creditor relationship
listed in Trust Indenture Act Section 311(b).  A Trustee who has resigned or been removed
shall, once this Indenture has been qualified under the Trust Indenture Act, be
subject to Trust Indenture Act Section 311(a) to the extent indicated.  SECTION 6.15.Appointment of Authenticating Agent.  At any time when any of the Bonds remain Outstanding
the Trustee, with the approval of the Company, may appoint an Authenticating
Agent or Agents with respect to the Bonds which shall be authorized to act on
behalf of the Trustee to authenticate the Bonds issued upon exchange,
registration of transfer or partial redemption thereof or pursuant to
Section 3.8, and Bonds so authenticated shall be entitled to the benefits
of this Indenture and shall be valid and obligatory for all purposes as if
authenticated by the Trustee hereunder. 
Wherever reference is made in this Indenture to the authentication and
delivery of Bonds by the Trustee or the Trustees certificate of authentication,
such reference shall be deemed to include authentication and delivery on behalf
of the Trustee by an Authenticating Agent and a certificate of authentication
executed on behalf of the Trustee by an Authenticating Agent.  Each Authenticating Agent shall be acceptable
to the Company and shall at all times be a corporation organized and doing
business under the laws of the United States of America, any State thereof or
the District of Columbia, authorized under such laws to act as an
Authenticating Agent, having a combined capital and surplus of not less than
U.S.$50,000,000 and subject to supervision or  40


examination
by Federal or State authority.  If such
Authenticating Agent publishes reports of condition at least annually, pursuant
to law or to the requirements of said supervising or examining authority, then
for the purposes of this Section 6.15, the combined capital and surplus of
such Authenticating Agent shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published.  If at any time an Authenticating Agent shall
cease to be eligible in accordance with the provisions of this
Section 6.15, such Authenticating Agent shall resign immediately in the manner
and with the effect specified in this Section 6.15.  Any corporation into which an Authenticating Agent may
be merged or converted or with which it may be consolidated, or any corporation
resulting from any merger, conversion or consolidation to which such
Authenticating Agent shall be a party, or any corporation succeeding to the
corporate agency or corporate trust business of an Authenticating Agent, shall
continue to be an Authenticating Agent, provided such
corporation shall be otherwise eligible under this Section 6.15, without
the execution or filing of any paper or any further act on the part of the
Trustee or the Authenticating Agent.  An Authenticating Agent may resign at any time by
giving written notice thereof to the Trustee and to the Company.  The Trustee may at any time terminate the
agency of an Authenticating Agent by giving written notice thereof to such
Authenticating Agent and to the Company. 
Upon receiving such a notice of resignation or upon such a termination,
or in case at any time such Authenticating Agent shall cease to be eligible in
accordance with the provisions of this Section 6.15, the Trustee, with the
approval of the Company, may appoint a successor Authenticating Agent which
shall be acceptable to the Company, and shall give notice of such appointment
in the manner provided in Section 1.6 to all Holders of Bonds of the
series with respect to which such Authenticating Agent will serve, as their
names and addresses appear in the Register. 
Any successor Authenticating Agent upon acceptance of its appointment
hereunder shall become vested with all the rights, powers and duties of its
predecessor hereunder, with like effect as if originally named as an
Authenticating Agent.  No successor
Authenticating Agent shall be appointed unless eligible under the provisions of
this Section 6.15.  The Company shall pay to each
Authenticating Agent from time to time reasonable compensation for its
services under this Section 6.15.  If an appointment with respect to the Bonds is made
pursuant to this Section 6.15, the Bonds may have endorsed thereon, in
addition to the Trustees certificate of authentication, an alternate
certificate of authentication in the following form:  This is one of the Bonds referred to in the
within-mentioned Indenture.  JPMorgan Chase
  Bank, N.A.as TrusteeBy:As
  Authenticating AgentBy:Authorized
  Officer  41


ARTICLE VII
HOLDERS LISTS AND REPORTS BY
TRUSTEE AND COMPANY  SECTION 7.1.Company to Furnish Trustee Names and Addresses of Holders.  The Company shall furnish or cause to be furnished to
the Trustee:  (a) semiannually, not
less than ten days prior to each Interest Payment Date, a list, in such form as
the Trustee may reasonably require, containing all information in the
possession or control of the Company or any Paying Agent (other than the
Trustee) as to the names and addresses of the Holders as of the Record Date
immediately preceding such Interest Payment Date, and (b) at such other
times as the Trustee may request in writing, within 30 days after the
receipt by the Company of any such request, a list of similar form and content
as of a date not more than 15 days prior to the time such list is furnished; excluding
from any such list names and addresses received by the Trustee in its capacity
as Registrar.  SECTION 7.2.Preservation of Information; Communications to Holders.  (a)The
Trustee shall preserve, in as current a form as is reasonably practicable, the
names and addresses of Holders contained in the most recent list furnished to
the Trustee as provided in Section 7.1 and the names and addresses of
Holders received by the Trustee in its capacity as Registrar, if so acting.  The Trustee may destroy any list furnished to
it as provided in Section 7.1 upon receipt of a new list so furnished.  (b)Subsequent
to the date, if any, on which this Indenture is qualified under the Trust
Indenture Act, (i) Holders may communicate pursuant to Trust Indenture Act Section 312(b)
with other Holders with respect to their rights under this Indenture or the
Bonds, and (ii) the Company, the Trustee, and anyone else shall have the
protection of Trust Indenture Act Section 312(c).  (c)Each
Holder of Bonds, by receiving and holding the same, agrees with the Company and
the Trustee that neither the Company nor the Trustee nor any agent of either of
them shall be held accountable by reason of the disclosure of any such
information as to the names and addresses of the Holders in accordance with
Section 7.2(b), regardless of the source from which such information was
derived, and that the Trustee shall not be held accountable by reason of
mailing any material pursuant to a request made under Section 7.2(b).  SECTION 7.3.Reports by the Trustee.  (a)Subsequent
to the date, if any, on which this Indenture is qualified under the Trust
Indenture Act, the Trustee shall transmit to Holders such reports concerning
the Trustee and its actions under this Indenture as may be required pursuant to
the Trust Indenture Act at the times and in the manner provided pursuant
thereto.  To the extent that any such
report is required by the Trust Indenture Act, it shall be transmitted as of
May 15 by the next succeeding July 15.  (b)Subsequent
to the date, if any, on which this Indenture is qualified under the Trust
Indenture Act, a copy of each report at the time of its mailing to Holders
shall be filed with the Commission and each stock exchange (if any) on which
the Notes are listed.  The Company agrees
to promptly notify the Trustee whenever the Bonds become listed on any stock
exchange and of any delisting thereof.  42


SECTION 7.4.Reports by the Company.  Subsequent to the date, if any, on which this
Indenture is qualified under the Trust Indenture Act, the Company shall comply
with the provisions of Section 314 of the Trust Indenture Act.  ARTICLE VIII
CONSOLIDATION, MERGER, CONVEYANCE,
LEASE OR TRANSFER  SECTION 8.1.Company
May Consolidate, etc., Only on Certain Terms.  The Company shall not merge, consolidate or amalgamate
with or into, or convey, transfer or lease its Property substantially as an
entirety to any Person, unless, immediately after giving effect to such
transaction:  (i)the
resulting, surviving or transferee Person (if not the Company) shall be a
Person organized and existing under the laws of Mexico or the United States (or
any State thereof or the District of Columbia) and such Person shall expressly
assume, by an indenture supplemental to the Indenture, executed and delivered
to the Trustee, all the obligations of the Company under the Bonds and this
Indenture;  (ii)immediately
after giving effect to such transaction (and treating any Debt which becomes an
obligation of the resulting, surviving or transferee Person or any Subsidiary
as a result of such transaction as having been incurred by such Person or such
Subsidiary at the time of such transaction), no Default or Event of Default
shall have occurred and be continuing; and  (iii)the Company shall have delivered to the Trustee an Officers
Certificate and an Opinion of Counsel, each stating that such transaction and
such supplemental indenture, if any, comply with this Indenture.  SECTION 8.2.Successor
Corporation Substituted.  Upon any consolidation with or merger by the Company
into any other Person, or any sale, lease or conveyance of the assets of the
Company as or substantially as an entirety in accordance with Section 8.1,
the successor entity formed by such consolidation or into which the Company is
merged or the successor entity to which such conveyance, lease or transfer is
made shall succeed to, and be substituted for, and may exercise every right and
power of, the Company under this Indenture with the same effect as if such
successor had been named as the Company herein, and thereafter the Company as
the predecessor entity shall be relieved of all obligations and covenants under
this Indenture and the Bonds, except that, in the case of any such lease, the
Company shall not be released from the obligation to pay the principal of, and
interest and any Additional Amounts on, the Bonds.  ARTICLE IX
MEETINGS; AMENDMENTS; SUPPLEMENTAL INDENTURES  SECTION 9.1.Calling of Meetings, Notice and Quorum.  (a)A
meeting of Holders may be called at any time and from time to time to make,
give or take any request, demand, authorization, direction, notice, consent,
waiver (which term as used in this  43


Section 9.1 shall
include waivers of past Defaults) or other action provided by this indenture or
the Bonds to be made, given or taken by Holders or to approve a Supplemental
Indenture as provided in Section 9.2. 
The Trustee may at any time call a meeting of Holders for any such
purpose to be held at such time and at such place in the Borough of Manhattan,
the City of New York as the Trustee shall determine.  Notice of every meeting of Holders, setting
forth the time and the place of such meeting and in general terms the action
proposed to be taken at such meeting, shall be given as provided in the terms
of the Bonds, not less than 30 nor more than 60 days prior to the date fixed
for the meeting.  In case at any time the
Company, or the Holders of at least 10% in aggregate principal amount of the
Outstanding Bonds shall have requested the Trustee to call a meeting of the
Holders for any such purpose, by written request setting forth in reasonable
detail the action proposed to be taken at the meeting, the Trustee shall call
such meeting for such purposes by giving notice thereof.  (b)To
be entitled to vote at any meeting of Holders, a Person shall be a holder of
Outstanding Bonds or a Person duly appointed by an instrument in writing as
proxy for such a Holder.  The quorum at
any meeting called to adopt a resolution will be Persons holding or
representing at least a majority in aggregate principal amount of the
outstanding Bonds and at any adjourned meeting will be Persons holding or
representing a majority in aggregate principal amount of the outstanding
Bonds.  Any instrument given by or on
behalf of any Holder of a Bond in connection with any consent to any such
modification, amendment or waiver will be irrevocable once given and will be
conclusive and binding on all subsequent Holders of such Bond.  Any modifications, amendments or waivers to
the Indenture or to the terms and conditions of the Bonds will be conclusive
and binding on all Holders, whether or not they have given such consent or were
present at any meeting.  The Trustee may
make such reasonable and customary regulations as it shall deem advisable for
any meeting of Holders of Bonds with respect to the proof of the appointment of
proxies in respect of Holders, the record date for determining the registered
owners of Bonds who are entitled to vote at such meeting (which date shall be
set forth in the notice calling such meeting hereinabove referred to and which
shall be not less than 30 nor more than 60 days prior to such meeting), the
adjournment and chairmanship of such meeting, the appointment and duties of
inspectors of votes, the submission and examination of proxies, certificates
and other evidence of the right to vote, and such other matters concerning the
conduct of the meeting as it shall deem appropriate.  A record, at least in triplicate, of the
proceedings of each meeting of Holders shall be prepared by the party calling
the meeting and one such copy shall be delivered to the Company and another to
the Trustee to be preserved by the Trustee.  SECTION 9.2.Amendments and Supplemental Indentures without Consent of
Holders.  Without the consent of any of the Holders, the
Company, when authorized by a Board Resolution, and the Trustee, at any time
and from time to time, may amend this Indenture or enter into one or more indentures
supplemental hereto, in form satisfactory to the Trustee, for any of the
following purposes:  (1)to evidence the succession of another Person to the Company
and the assumption by such successor of the covenants of the Company contained
herein and in the Bonds; or  (2)to
add to the covenants of the Company, for the benefit of the Holders of all of
the Bonds, or to surrender any right or power herein conferred upon the
Company; or  (3)to add any additional Events of Default for the benefit of
the Holders of all of the Bonds; or  (4)to evidence and provide for the acceptance of appointment
hereunder by a successor Trustee; or  44


(5)to secure the Bonds; or  (6)to
cure any ambiguity or defect, to cure, correct or supplement any defective
provision herein contained or in any manner which the Company and the Trustee
may mutually deem necessary or desirable and which shall not adversely affect
the interests of any of the Holders in any material respect, to all of which
each Holder of the Bonds, by acceptance thereof, consent; or  (7)to
modify the restrictions on the transferability of any Bonds, and the procedures
for resales and other transfers of the Bonds to reflect any change in
applicable law or regulation (or the interpretation thereof) or to provide
alternative procedures in compliance with applicable law and practices relating
to the resale or other transfer of restricted securities generally; or  (8)to comply with the requirements of the Commission in
connection with qualifying this Indenture under the Trust Indenture Act.  SECTION 9.3.Amendments and Supplemental Indentures with Consent of Holders.  With the written consent of the Holders of not less
than a majority in aggregate principal amount of the Outstanding Bonds or by
the adoption of a resolution at a meeting of Holders of Bonds by the Holders of
at least a majority of the Outstanding Bonds, the Company, when authorized by a
Board Resolution, and the Trustee may make modifications and amendments to this
Indenture or to the terms and conditions of the Bonds, and future compliance
herewith or therewith or past Default by the Company (other than a Default in
the payment of any amount, including in connection with redemption, due on the
Bonds or in respect of a covenant or provision which cannot be modified or
amended without the consent of all the Holders of all Bonds so affected) may be
waived, and may enter into one or more indentures supplemental hereto for the
purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions of this Indenture or of modifying in any manner the
rights of the Holders; provided, however, that no such modification or amendment to the
Indenture or to the terms and provisions of the Bonds and no such supplemental
indenture shall, without the consent or the affirmative vote of each
Outstanding Bond,  (1)change
the Interest Payment Date in respect of any installment of interest or any
Additional Amounts on any Bond, or reduce the principal amount thereof or the
rate of interest thereon (including any interest that may be payable thereon
pursuant to the terms hereof and the Bonds) upon redemption thereof, or the prices
at which the Bonds may be redeemed by the Company pursuant to Article XI,
or modify the provisions of this Indenture with respect to the ranking of the
Bonds in a manner adverse to the Holders, or change the obligation of the
Company to pay Additional Amounts or change the coin or currency in which, or
change the place of payment at which, the principal of, interest or any
Additional Amounts, on any Bond is payable, or impair the right of any Holder
to institute suit for the enforcement of any such payment on or after the
Maturity thereof (or, in the case of redemption, on or after the Redemption
Date); or  (2)reduce
the aggregate principal amount of the Outstanding Bonds, the consent of the
Holders of which is required to modify or amend the Indenture or the terms and
conditions of the Bonds, or the consent of the Holders of which is required for
any waiver of future compliance with certain provisions of this Indenture or
the Bonds or certain past Defaults hereunder and thereunder and their consequences
provided for in this Indenture; or  45


(3)modify
any of the provisions of this Section 9.3 except to increase the
percentage of Holders whose consent is required to take any action under this
Section 9.3 or to provide that certain other provisions of this Indenture
cannot be modified or waived without the consent of the Holder of each
Outstanding Bond affected thereby; or  (4)reduce the percentage in principal amount of Bonds
Outstanding the consent of the Holders of which is required for the adoption of
a resolution or the quorum required at any meeting of Holders at which a
resolution is adopted.  It shall not be necessary for any Act of Holders under
this Section 9.3 to approve the particular form of any proposed amendment
or supplemental indenture, but it shall be sufficient if such Act shall approve
the substance thereof.  Any Default which is waived shall be deemed cured.  SECTION 9.4.Execution of Amendments or Supplemental Indentures.  In executing, or accepting the additional trusts
created by, any supplemental indenture permitted by this Article IX or the
modifications and amendments thereby of the trusts created by this Indenture,
the Trustee, upon request, shall be entitled to receive, and (subject to
Section 6.2) shall be fully protected in relying upon, in addition to the
documents required by Section 1.2, an Officers Certificate and an Opinion of
Counsel stating that the execution of such modification or amendment of this
Indenture or such supplemental indenture is authorized or permitted by this
Indenture.  The Trustee may, but shall
not be obligated to, enter into any such modification or amendment or
supplemental indenture which affects the Trustees own rights, duties or
immunities under this Indenture or otherwise.  Promptly after the execution by the Trustee and the
Company of any modification or amendment or any Supplemental Indenture under
this Article IX, the Trustee shall, at the Companys expense, duly mail a
conformed copy of such modification or amendment or supplemental indenture
which copies shall be provided by the Company to all Holders.  The validity of any such modification or
amendment of supplemental indenture, however, shall not be impaired or affected
by failure to give such notice or by any defect therein.  SECTION 9.5.Effect of Modifications, Amendments and Supplemental Indentures.  Upon the execution of any modification or amendment or
any supplemental indenture under this Article IX, this Indenture shall be
modified or amended in accordance therewith, and such modification or amendment
or supplemental indenture shall form a part of this Indenture for all purposes;
and every Holder of Bonds theretofore or thereafter authenticated and delivered
hereunder shall be bound thereby to the extent provided therein.  SECTION 9.6.Reference in Bonds to Modifications, Amendments and Supplemental
Indentures.  Bonds authenticated and delivered after the execution
of any modification or amendment or any supplemental indenture pursuant to this
Article IX may bear a notation in form approved by the Trustee as to any
matter provided for in such modification or amendment or supplemental
indenture.  If the Company shall so
determine, new Bonds so modified as to conform, in the opinion of the Trustee
and the Board, to any such modification or amendment or supplemental indenture
may be prepared and executed by the Company and authenticated and delivered by
the Trustee in exchange for Outstanding Bonds.  46


SECTION 9.7.Compliance with the Trust Indenture Act.  Subsequent to the date, if any, on which this
Indenture is qualified under the Trust Indenture Act, every amendment to this
Indenture or the Bonds shall comply with the Trust Indenture Act as then in
effect.  ARTICLE X
COVENANTS  SECTION 10.1.Corporate Existence.  The Company shall, and shall cause each of its
Subsidiaries to, (i)  maintain in effect their respective corporate
existence and all registrations necessary therefor, (ii) take all
reasonable actions to maintain all rights, privileges, titles to property,
assets, franchises and the like necessary or desirable in the normal conduct of
their respective business, activities or operations and (iii) keep all
their respective property and assets in good working order or condition; provided, however, that
this paragraph shall not prohibit any transaction by the Company otherwise
permitted under Section 8.1 and, in addition, shall not require the
Company to maintain any such right, privilege, title to property, assets or
franchise or to preserve the corporate existence of any Subsidiary if the
Company shall determine in good faith that the maintenance or preservation
thereof is no longer desirable in the conduct of the business of the Company
and its Subsidiaries and that the loss thereof is not, and will not be, adverse
in any material respect to the holders of the Bonds.  SECTION 10.2.Maintenance of Books and Records.  The Company shall, and shall cause each of its
Subsidiaries organized under the laws of Mexico to, maintain books, accounts
and records in accordance with Mexican GAAP. 
The Company shall cause each of its Subsidiaries organized under the
laws of the United States to maintain its books and records in accordance with
U.S. GAAP.  The Company and its
Subsidiaries shall not be required to maintain books, accounts and records as
provided in the preceding two sentences if the Company shall determine in good
faith that the maintenance thereof is no longer desirable in the conduct of the
business of the Company and its Subsidiaries and that the loss thereof is not,
and will not be, adverse in any material respect to the holders of the Bonds.  SECTION 10.3.Reporting Requirements.  The Company shall provide the Trustee with:  (a)an
English language version of its annual audited consolidated financial
statements prepared in accordance with Mexican GAAP (including, during any
Public Company Period, a quantitative reconciliation of net income,
shareholders equity and other key line items to U.S. GAAP), promptly upon such
statements becoming available but not later than 180 days after the close of
its fiscal year;  (b)an
English language version of its unaudited quarterly consolidated financial
statements prepared in accordance with Mexican GAAP, promptly upon such
statements becoming available but not later than 90 days after the close of the
applicable quarterly fiscal period (it being recognized that no quarterly
financial statements need be prepared or provided for the fourth quarter of the
fiscal year);  47


(c)simultaneously
with the delivery of each set of financial statements referred to in
clause (i) and (ii) above, an Officers Certificate of an officer of the
Company stating whether a Default or Event of Default exists on the date of
such certificate and, if a Default or Event of Default exists, setting forth
the details thereof and the action which the Company is taking or proposes to
take with respect thereto; and  (d)upon any officer of the Company becoming aware of the
existence of a Default or Event of Default, an Officers Certificate of an
officer of the Company setting forth the details thereof and the action which
the Company is taking or proposes to take with respect thereto.  Delivery of the documents referred to in clauses (a)
and (b) above to the Trustee is for informational purposes only and the Trustees
receipt of such documents shall not constitute constructive notice of any
information contained therein or determinable from information contained
therein, including the Companys compliance with any of its covenants hereunder
(as to which the Trustee is entitled to rely exclusively on Officers
Certificates).  The Company shall take all action necessary to provide
information to permit resales of the Bonds pursuant to Rule 144A under the
Securities Act, including furnishing to any Holder of a Bond or beneficial
interest in a global Bond, or to any prospective purchaser designated by such
Holder, upon request of such Holder, financial and other information required
to be delivered under Rule 144A(d)(4) (as amended from time to time and
including any successor provision) unless, at the time of such request, the
Company is subject to the reporting requirements of Section 13 or
Section 15(d) of the Exchange Act or is exempt from such requirements
pursuant to Rule 12g3-2(b) under the Exchange Act (as amended from time to
time and including any successor provision).  SECTION 10.4.Limitation on Liens.  The Company shall not, and shall not permit any of its
Subsidiaries to, create any Lien upon or with respect to any of its present or
future Properties, unless the Company shall have made or caused to be made
effective provision whereby the Bonds are at least equally and ratably secured,
except for the following:  (i)any Lien on any Property (or, in the case of Debt secured by
accounts receivable or inventory, class of Property) existing on the date of
the Indenture;  (ii)any
Lien on any Property securing all or any part of the purchase price of Property
acquired or any portion of the cost of construction, development, alteration or
improvement of any Property or Debt incurred or assumed solely for the purpose
of financing all or any part of the cost of acquiring or constructing,
developing, altering or improving such Property, which Lien attached solely to
such Property during the period that such Property was being constructed,
developed, altered or improved or concurrently with or within 270 days after
the acquisition, construction, development, alteration or improvement thereof;  (iii)Liens
on Property of any Subsidiary of the Company existing prior to the time such
Subsidiary became a Subsidiary of the Company which (a) do not secure Debt
exceeding the aggregate principal amount of Debt subject to such Lien prior to
the time such Subsidiary became a Subsidiary of the Company, (b) do not
attach to Property other than that attached pursuant to such Lien prior to the
time such Subsidiary became a Subsidiary of the Company, and (c) were not created in connection with, or in
contemplation of, such Subsidiary becoming a Subsidiary of the Company;  48


(iv)any
Lien on any Property existing thereon at the time of acquisition of such Property
and not created in connection with, or in contemplation of, such acquisition;  (v)any
Lien on any Property (or, in the case of Debt secured by inventory or accounts
receivable, class of Property) securing an extension, renewal, refunding or
replacement of Debt secured by a Lien referred to in clause (i), (ii),
(iii) or (iv) above, provided that
(a) such new Lien is limited to the Property (or, in the case of Debt secured
by inventory or accounts receivable, class of Property) which was subject to the
prior Lien immediately before such extension, renewal, refunding or replacement
and (b) the aggregate principal amount of Debt secured by the prior Lien is not
increased immediately in connection with, or contemplation of, such extension,
renewal, refunding or replacement;  (vi)any
Lien securing taxes, assessments and other governmental charges, the payment of
which is not yet due or the payment of which is being contested in good faith
by appropriate proceedings promptly initiated and diligently conducted and for
which such reserves or other appropriate provision, if any, as shall be
required by Mexican GAAP (or, in the case of any Subsidiary organized under the
laws of any State of the United States, U.S. GAAP) shall have been made
therefor;  (vii)Liens
incurred or deposits made in the ordinary course of business in connection with
workers compensation, unemployment insurance and other types of social
security;  (viii)statutory
Liens of landlords and Liens of carriers, warehousemen, mechanics and materialmen
incurred in the ordinary course of business for amounts not yet due or the
payment of which is being contested in good faith by appropriate proceedings
promptly initiated and diligently conducted and for which such reserves or
other appropriate provision, if any, as shall be required by Mexican GAAP (or,
in the case of any Subsidiary organized under the laws of any State of the
United States, U.S. GAAP) shall have been made therefor;  (ix)any
Liens created by attachment or judgment, unless the judgment secured thereby
shall not, within 120 days after the entry thereof, have been discharged or
execution thereof stayed pending appeal, or shall not have been discharged
within 120 days after the expiration of any such stay;  (x)Liens
on accounts receivable or inventories to secure Debt constituting working
capital borrowings not exceeding in the aggregate the greater of
(a) U.S.$200,000,000 (or the equivalent thereof in other currencies) and
(b) 50% of the total consolidated amount of accounts receivable and
inventories of the Company and its Subsidiaries;  (xi)any
Lien created in connection with (a) interest rate swaps, (b) currency swaps,
(c) commodities contracts or (d) any derivative or similar transaction, in each
case entered into in connection with hedging transactions entered into in the
ordinary course of business;  (xii)Liens
incurred or deposits made to secure the performance of tenders, bids, leases,
statutory or regulatory obligations, bankers acceptances, surety and appeals
bonds, government contracts, performance of return-of-money bonds and other
obligations of a similar nature, in each case other than obligations for the
payment of borrowed money;  (xiii)Liens
on the Property of a Subsidiary, which only secure indebtedness owed by the Subsidiary
to another Subsidiary or to the Company;  49


(xiv)Liens
securing the Bonds; and  (xv)in addition to the foregoing Liens, Liens securing Debt of
the Company or any Subsidiary and/or securing Guarantees by the Company or any
Subsidiary of, or in respect of, any other Persons Debt not exceeding in the
aggregate principal amount at any time of determination 20% of the Consolidated
Net Tangible Assets of the Company.  SECTION 10.5.Limitation on Sale/Leaseback Transactions.  The Company shall not, and shall not permit any
Subsidiary to, enter into a Sale/Leaseback Transaction with respect to any
Property unless at least one of the following conditions is satisfied:  (i)the
lease is between the Company and a Subsidiary or between Subsidiaries; provided, however, that
any subsequent transfer of such lease or any subsequent issuance or transfer of
any Capital Stock which results in any such Subsidiary ceasing to be a
Subsidiary shall be deemed to constitute the entering into of such
Sale/Leaseback Transaction by the parties thereto;  (ii)the
Company or such Subsidiary could create a Lien under Section 10.4 hereof on the
Property to secure Debt in an amount at least equal to the Attributable Debt in
respect of such Sale/Leaseback Transaction; or  (iii)the
Company or such Subsidiary shall apply or cause to be applied, in the case of a
sale or transfer for cash, an amount equal to at least 75% of the net proceeds
thereof, to (x) the retirement, within 270 days after the effective date of
such Sale-Leaseback Transaction, of Debt of the Company ranking at least pari passu in priority of payment with the Bonds and owing
to a Person other than the Company or an affiliate of the Company or (y) to the
purchase, construction or improvement of Property used by the Company or any
Subsidiary in the ordinary course of business; and, in the case of a sale or
transfer otherwise than for cash, the Property received by the Company or such
Subsidiary shall be used or useful in the ordinary course of business of the
Company or any Subsidiary.  The foregoing
restrictions shall not apply to transactions providing for a lease for a term,
including any renewal thereof, of not more than three years.  SECTION 10.6.Further Assurances.  The Company shall, at its own cost and expense,
execute and deliver to the Trustee all such other documents, instruments and
agreements and do all such other acts and things as may be reasonably required,
in the opinion of the Trustee, to enable the Trustee to exercise and enforce
its rights under the Indenture and under the documents, instruments and
agreements required under the Indenture and to carry out the purposes of the
Indenture.  ARTICLE XI  REDEMPTION OF
BONDS  SECTION 11.1.Right of Redemption.  The Bonds are subject to redemption at the option of
the Company in the following circumstances:  50


(a)Optional
Tax Redemption.  The Bonds may be
redeemed at the option of the Company, in whole, but not in part, at any time,
at a redemption price equal to 100% of the principal amount, together with
accrued and unpaid interest (including any Additional Amounts) to but excluding
the Redemption Date, if, as a result of any change in, or amendment to, the laws
(or any rules, regulations or rulings promulgated thereunder) of Mexico or any
political subdivision thereof or any taxing authority therein, or any change in
the application, administration or official interpretation of such laws, rules,
regulations or rulings including the holding of a court of competent
jurisdiction, the Company has, will or would become obligated to pay Additional
Amounts in connection with payments on the Bonds in respect of Mexican
Withholding Taxes imposed at a rate of withholding or deduction in excess of
10% (the Maximum Withholding Rate), which change or amendment becomes
effective on or after the date of this Indenture, and such obligation cannot be
avoided by the Company taking reasonable measures available to it; provided, however, that
no such notice of redemption shall be given earlier than 90 days prior to the
earliest date on which the Company would be obliged to pay such Additional
Amounts in respect of Mexican Withholding Taxes assessed at a rate above the
Maximum Withholding Rate were a payment in respect of the Bonds then due.  Prior to the giving of any notice of
redemption of such Bonds pursuant to this Section 11.1(a), the Company
will deliver to the Trustee (i) an Officers Certificate stating that the
Company is entitled to effect such redemption pursuant to this
Section 11.1(a) and setting forth a statement of facts showing that the
conditions precedent to the right of the Company so to redeem have occurred and
(ii) an opinion of Counsel of independent Mexican counsel of recognized
standing to the effect that the Company has or will become obligated to pay
such Additional Amounts in respect of Mexican Taxes assessed at a rate above
the Maximum Withholding Rate as a result of such change or amendment.  (b)Redemption
at the Option of the Company.  The
Bonds are redeemable at the option of the Company in whole, but not in part, at
any time on or after December 3, 2009 at a redemption price equal to 100% of
their principal amount, together with accrued and unpaid interest (including
any Additional Amounts) to but excluding the Redemption Date.  (c)No
Other Optional Redemption.  The Bonds
may not be redeemed at the option of the Company or any Holder, except as set
forth in Sections 11.1(a) and 11.1(b) hereof.  (d)Open
Market Purchases.  The Company may at
any time purchase Bonds in the open market or otherwise at any price, in each
case subject to compliance with applicable law.  (e)Conditions
Precedent.  Any redemption pursuant
to this Section 11.1 may, in the Companys sole discretion, be subject to one
or more conditions precedent.  SECTION 11.2.Election to Redeem; Notice to Trustee.  The election of the Company to redeem any Bonds
pursuant to Section 11.1 shall be evidenced by a Board Resolution.  In case of any redemption at the election of
the Company, the Company shall, at least 60 days prior to the Redemption Date
fixed by the Company (unless a shorter notice shall be satisfactory to the
Trustee), notify the Trustee of such Redemption Date.  Prior to the giving of any such notice of
redemption pursuant to Section 11.1(a), the Company shall deliver to the
Trustee the Officers Certificate and Opinion of Counsel set forth in
Section 11.1(a).  SECTION 11.3.Notice of Redemption.  Notice of redemption shall be given by first-class
mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to
the Redemption Date, to each Holder of Bonds to be redeemed, at its address
appearing in the Register.  51


All notices of redemption shall state:  (a)the Redemption Date,  (b)the redemption price,  (c)that
on the Redemption Date the redemption price will become due and payable upon
each such Bond to be redeemed and that interest thereon will cease to accrue on
and after said date, and  (d)the place or places where such Bonds are to be surrendered
for payment of the redemption price, Additional Amounts, if any, and accrued
interest, if any.  Notice of redemption of Bonds to be redeemed at the
election of the Company shall be given by the Company or, at the Companys
request, by the Trustee in the name and at the expense of the Company in
accordance with Section 1.6 hereof.  SECTION 11.4.Deposit of Redemption Price.  On or prior to the Business Day prior to the Redemption
Date, the Company shall deposit with the Trustee or with a Paying Agent,
outside Mexico in funds available on or prior to the Redemption Date, an amount
in U.S. dollars sufficient to pay the redemption price of, and (except if the
Redemption Date shall be an Interest Payment Date) accrued interest on, all the
Bonds which are to be redeemed on that date.  SECTION 11.5.Bonds Payable on Redemption Date.  Notice of redemption having been given as aforesaid,
the Bonds so to be redeemed shall, on the Redemption Date, become due and
payable at the redemption price therein specified, and from and after such date
(unless the Company shall default in the payment of the redemption price and
accrued interest), such Bonds shall cease to bear interest.  Upon surrender of any such Bond for
redemption in accordance with said notice, such Bond shall be paid by the
Company at the redemption price, together with accrued interest to but
excluding the Redemption Date; provided, however, that installments of interest whose Stated Maturity
is prior to the Redemption Date shall be payable to the Holders of such Bonds,
or one or more Predecessor Bonds, registered as such at the close of business
on the relevant Record Dates according to their terms and the provisions of Section 3.7.  52


IN WITNESS WHEREOF, the parties hereto have caused
this Indenture to be duly executed and attested, all as of the day and year
first above written.  GRUMA, S.A. de C.V.Attest:
  /s/
  
  
  By:
  /s/Name: Rogelio
  Sánchez
  
  
  Name:  Raul PelaezTitle:  Chief Financial OfficerAttest:
  /s/
  
  
  By:
  /s/Name: Rogelio
  Sánchez
  
  
  Name:  Raul CavazosTitle:  Senior Vice President, FinanceJPMORGAN CHASE BANK, N.A.,
  as TrusteeBy:
  /s/Name: William
  PotesTitle: Assitant
  Treasurer


EXHIBIT A  [FORM OF FACE OF BOND]  [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE COMPANY OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY
PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.  TRANSFERS OF THIS GLOBAL BOND SHALL BE LIMITED TO
TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF THE DEPOSITORY TRUST
COMPANY OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSORS NOMINEE, AND TRANSFERS OF
PORTIONS OF THIS GLOBAL BOND SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE
WITH SECTION 3.7 OF THE INDENTURE REFERRED TO HEREIN.](1)  [THE BONDS EVIDENCED HEREBY HAVE NOT BEEN REGISTERED
UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT), AND
MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A)(1) TO A
PERSON WHO, THE SELLER REASONABLY BELIEVES, IS A QUALIFIED INSTITUTIONAL BUYER  WITHIN THE MEANING OF RULE 144A UNDER THE
SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (2)
IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S
UNDER THE SECURITIES ACT, (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER
THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), (4) IN
ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT (BASED UPON AN OPINION OF COUNSEL IT THE COMPANY SO REQUESTS),
OR (5) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
ACT, AND (B) IN ACCORDANCE WITH ALL APPLICABLE BLUE SKY LAWS OF THE STATES OF
THE UNITED STATES.](2)  [THE BONDS EVIDENCED HEREBY HAVE NOT BEEN REGISTERED
UNDER THE U.S. SECURITIES ACT OF 1993, AS AMENDED (THE SECURITIES ACT), AND ACCORDINGLY,
MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT
OR BENEFIT OF, U.S. PERSONS EXCEPT OUTSIDE THE UNITED STATES IN ACCORDANCE WITH
RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT OR ANOTHER
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT.](3)  
 (1)Include
only if Bond is a global Bond. (2)Include
only if Bond is Restricted Bond. (3)Include
only if Note is a Regulation S Note (during the Restricted Period only).  A-1


GRUMA, S.A. de C.V.  7.75% PERPETUAL BONDS  No. [                        ]
  
  CUSIP No.
  [         ]CINS No.
  [         ]Original
  Principal Amount: U.S.$. [                  ]
  
  ISIN No.
  [         ]New York, New
  York  GRUMA, S.A. de C.V. (herein called the Company,
which term includes any successor Person under the Indenture hereinafter
referred to), a corporation (sociedad anónima de
capital variable) organized and existing under the laws of the
United Mexican States (Mexico), for value received, hereby promises to
pay at Maturity (as defined in the Indenture) to Cede & Co., or registered
assigns, the unpaid principal amount (as adjusted from time to time on Schedule
A hereto, referred to herein as the Principal Amount) hereof;  the Company promises to pay said principal
sum and to pay interest on said principal sum in such coin or currency of the
United States of America as at the time is used for payment of public and
private debts from [       ] or from the
most recent Interest Payment Date to which interest has been paid or duly
provided for, quarterly in arrears on March 3, June 3, September 3 and December
3 of each year, commencing on [       ],
at the rate of 7.75% per annum, until the principal hereof (including payment
of the redemption price) is paid or made available for payment. The Bonds have
no fixed Stated Maturity for the payment of principal.  The interest so payable, and punctually paid
or duly provided for, on any Interest Payment Date will, as provided in such
Indenture, be paid to the Person in whose name this Bond (or one or more
Predecessor Bonds) is registered at the close of business on the Record Date
for such interest, which shall be the February 15, May 15, August 15 or
November 15 (whether or not a Business Day), as the case may be, next preceding
such Interest Payment Date.  Except as
otherwise provided in the Indenture, any such interest not so punctually paid
or duly provided for will forthwith cease to be payable to the Holder on such
Record Date and may either be paid to the Person in whose name this Bond (or
one or more Predecessor Bonds) is registered at the close of business on a
Special Record Date for the payment of such Defaulted Interest to be fixed by
the Trustee, notice whereof shall be given to Holders in accordance with
Section 1.6 of the Indenture not less than 10 days prior to such Special
Record Date, or be paid at any time in any other lawful manner not inconsistent
with the requirements of any securities exchange on which the Bonds may be
listed, and upon such notice as may be required by such exchange, all as more
fully provided in said Indenture. 
Payment of the principal of, interest and any Additional Amounts (as
defined below) on this Bond will be made at the Corporate Trust Office of the
Trustee or at the office of the Paying Agent in Luxembourg, if any, by U.S.
dollar check drawn on a bank in The City of New York or, subject to the
conditions set forth in the Indenture, in U.S. dollars by wire transfer to a
U.S. dollar account maintained by the payee as set forth in the Indenture, as
per a written request of a Holder to such effect, therein designating such
account.  Unless such designation is
revoked, any such designation made by such Holder with respect to this Bond
shall remain in effect with respect to any future payments with respect to this
Global Bond payable to such Holder.  The
Company shall pay any duly documented administrative costs imposed by banks in
connection with making payments by wire transfer.  All payments made by the Company in respect of this
Global Bond to the holders will be made free and clear of and without deduction
or withholding for or on account of any present or future taxes, duties,
assessments or other governmental charges imposed or levied by or on behalf of
Mexico or any political subdivision thereof or any authority therein having
power to tax (Mexican Withholding Taxes) unless the deduction or
withholding of such Mexican Withholding Taxes is required by law.  In the event that any Mexican Withholding
Taxes are required to be so deducted or withheld, the Company will (i) pay such
additional amounts (Additional Amounts) as will result in the payment
to holders of the Bonds of  A-2


the amounts that would
otherwise have been received by them in respect of payments on such Bonds in
the absence of such deduction or withholding, (ii) deduct or withhold such
Mexican Withholding Taxes, and (iii) remit the full amount so deducted or
withheld to the relevant taxing or other authority.  Notwithstanding the foregoing, no such
Additional Amounts shall be payable for or on account of:  (a)any
Mexican Withholding Taxes which would not have been imposed or levied on a
holder but for the existence of any present or former connection between the
holder or beneficial owner of the Bond and Mexico (or any political subdivision
or taxing authority thereof or therein), including such holder or beneficial
owner (i) being or having been a citizen or resident thereof, (ii) maintaining
or having maintained an office, permanent establishment, fixed base or branch
therein, or (iii) being or having been present or engaged in trade or business
therein, except for a connection solely arising from the mere ownership of, or receipt
of payment under, such Bond or the exercise of rights under such Bond or the
Indenture;  (b)except
as otherwise provided, any estate, inheritance, gift, sales, transfer, or
personal property or similar tax, assessment or other governmental charge;  (c)any
Mexican Withholding Taxes that are imposed or levied by reason of the failure
by the holder or beneficial owner of such Bond to comply with any
certification, identification, information, documentation, declaration or other
reporting requirement which is required or imposed by a statute, treaty,
regulation, general rule or administrative practice as a precondition to
exemption from, or reduction in the rate of, the imposition, withholding or
deduction of any Mexican Withholding Taxes, provided that
at least 60 days prior to (i) the first payment date with respect to which the
Company shall apply this clause (c) and (ii) in the event of a change in
such certification, identification, information, documentation, declaration or
other reporting requirement, the first payment date subsequent to such change,
the Company shall have notified the Trustee, in writing, that the holders or
beneficial owners of the Bonds will be required to provide such certification,
identification, information or documentation, declaration or other reporting;  (d)any
Mexican Withholding Taxes that are imposed or levied by reason of the failure
by the holder or beneficial owner of such Bond timely to comply (subject to the
conditions set forth below) with a written request by or on behalf of the
Company to provide information, documentation or other evidence concerning the
nationality, residence, identity, or registration with the Mexican Ministry of
Finance and Public Credit of the holder or beneficial owner of such Bond that is
necessary from time to time to determine the appropriate rate of deduction or
withholding of Mexican Withholding Taxes applicable to such holder or
beneficial owner, provided that at least 60 days
prior to the first payment date with respect to which the Company shall apply
this clause (d), the Company shall have notified the Trustee, in writing,
that such holders or beneficial owners of the Bonds will be required to provide
such information, documentation or other evidence;  (e)the
presentation of such Bond (where presentation is required) for payment on a
date more than 30 days after the date on which such payment became due and
payable or the date on which payment thereof is duly provided for, whichever
occurs later, except to the extent that the holder or the beneficial owner of
such Bond would have been entitled to Additional Amounts in respect of such
Mexican Withholding Taxes on presenting such Bond for payment on any date
during such 30-day period;  (f)any
Mexican Withholding Taxes that are payable other than by withholding or
deduction; or  A-3


(g)any
combination of items (a), (b), (c), (d), (e) or (f) above.  Notwithstanding the foregoing, the limitations on the
Companys obligation to pay Additional Amounts set forth in clauses (c)
and (d) above shall not apply if the provision of the certification,
identification, information, documentation, declaration or other evidence
described in such clauses (c) and (d) would be materially more onerous, in
form, in procedure or in the substance of information disclosed, to a holder or
beneficial owner of a Bond (taking into account any relevant differences
between U.S. and Mexican law, regulation or administrative practice) than
comparable information or other applicable reporting requirements imposed or
provided for under U.S. federal income tax law (including the U.S.-Mexico
Income Tax Treaty), regulation (including temporary or proposed regulations)
and administrative practice.  In
addition, the limitations on the Companys obligation to pay Additional Amounts
set forth in clauses (c) and (d) above shall not apply if Article 195
Section II(a) of the Mexican Income Tax Law providing for a reduced 4.9%
withholding rate on interest payments (or a substantially similar successor of
such article) is in effect, unless (i) the provision of the certification,
identification, information, documentation, declaration or other evidence
described in clauses (c) and (d) is expressly required by statute,
regulation, general rules or administrative practice in order to apply Article
195 (or a substantially similar successor of such article), the Company cannot
obtain such certification, identification, information, or satisfy any other
reporting requirements, on its own through reasonable diligence and the Company
otherwise would meet the requirements for application of Article 195 (or such
successor of such article) or (ii) in the case of a holder or beneficial owner
of a Bond that is a pension fund or other tax-exempt organization, such holder
or beneficial owner would be subject to Mexican Withholding Taxes at a rate
less than that provided by Article 195 if the information, documentation or
other evidence required under clause (d) above were provided.  In addition, clauses (c) and (d) above
shall not be construed to require that a non-Mexican pension or retirement
fund, a non-Mexican tax-exempt organization, a non-Mexican financial
institution or any other holder or beneficial owner of a Bond register with the
Mexican Ministry of Finance and Public Credit for the purpose of establishing
eligibility for an exemption from or reduction of Mexican Withholding Taxes.  The Company will, upon written request, provide the
Trustee with documentation evidencing the payment of Mexican Withholding
Taxes.  Copies of such documentation will
be made available to any Holder or any Paying Agent, as applicable, upon
written request therefor.  In the event that Additional Amounts actually paid
with respect to the Bonds are based on rates of deduction or withholding of
Mexican Withholding Taxes in excess of the appropriate rate applicable to the
holder or beneficial owner of such Bonds, and, as a result thereof, such holder
or beneficial owner is entitled to make a claim for a refund or credit of such
excess, then such holder or beneficial owner shall, by accepting the Bonds, be
deemed to have assigned and transferred all right, title and interest to any
such claim for a refund or credit of such excess to the Company.  However, by making such assignment, the
holder or beneficial owner makes no representation or warranty that the Company
will be entitled to receive such claim for a refund or credit and incurs no
other obligation with respect thereto.  All references in the Indenture or this Bond to payments
in respect of the Bonds shall include any Additional Amounts payable by the
Company in respect of such payments.  Reference is hereby made to the further provisions of
this Bond hereinafter set forth, which further provisions shall for all
purposes have the same effect as if set forth at this place.  Unless the certificate of authentication hereon has
been executed by the Trustee (as defined below) by manual signature, this Bond
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.  A-4


IN WITNESS WHEREOF, the Company has caused this
instrument to be duly executed.  Dated:GRUMA, S.A. de C.V.ByName:Title:ByName:Title:   CERTIFICATE OF AUTHENTICATION  This is one of the Bonds referred to in the
within-mentioned Indenture.  Dated:JPMORGAN CHASE
  BANK, N.A., as TrusteeByAuthorized
  Officer  A-5


[FORM OF REVERSE OF NOTE)  This Bond is one of a duly authorized issue of Bonds
of the Company designated as its 7.75% Perpetual Bonds (herein called the Bonds)
issued and to be issued under an Indenture, dated as of December 3, 2004
(herein called the Indenture), between the Company and JPMorgan Chase
Bank, N.A., as Trustee (herein called the Trustee, which term includes
any successor trustee under the Indenture), to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of
the Company, the Trustee and the Holders of the Bonds and of the terms upon
which the Bonds are, and are to be, authenticated and delivered.  The provisions of the Indenture are hereby
incorporated by reference herein and shall be binding on the Company, the
Trustee and the Holders as if fully set forth herein.  Capitalized terms used herein but not defined
herein shall have the meanings given them in the Indenture.  This Global Bond may be redeemed at the Companys
option, in whole but not in part, upon not more than 60 days nor less than 30
days prior notice (given in accordance with the provisions of the Indenture)
to the-Holders hereof at a redemption price equal to 100% of the
principal amount, together with Additional Amounts, if any, and accrued and
unpaid interest to, but excluding, the Redemption Date (i) at any time on or
after December 3, 2009, or (ii) if, as a result of any change in, or amendment
to, the laws (or any rules, regulations or rulings promulgated thereunder) of
Mexico or any political subdivision thereof or any taxing authority therein, or
any change in the application, administration or official interpretation of
such laws, rules, regulations or rulings in such jurisdiction, including the
holding of a court of competent jurisdiction, the Company has, will or would
become obligated to pay Additional Amounts in connection with payments on the
Bonds in respect of Mexican Withholding Taxes imposed at a rate of withholding
or deduction in excess of 10% (the Maximum Withholding Rate) which
change or amendment becomes effective on or after the date of the Indenture,
and such obligation cannot be avoided by the Company taking reasonable measures
available to it; provided, however,
that no such notice of redemption in connection with the matters described in
this clause (ii) shall be given earlier than 90 days prior to the earliest date
on which the Company would be obliged to pay such Additional Amounts in respect
of Mexican Withholding Taxes assessed at a rate above the Maximum Withholding
Rate were a payment in respect of the Bonds then due.  Prior to the giving of any notice of redemption
pursuant to clause (ii) of the preceding paragraph, the Company shall deliver
to the Trustee (i) an Officers Certificate stating that the Company is
entitled to effect such redemption and setting forth a statement of facts
showing that the conditions precedent to the right of the Company to so redeem
have occurred and (ii) an Opinion of Mexican Counsel of recognized
standing to such effect based upon such statement of facts.  The Bonds are issuable only in fully registered form,
without coupons, in minimum denominations of U.S.$2000
in the case of Regulation S Global Bonds and U.S.$100,000 in the case of
Restricted Global Bonds and integral multiples of U.S.$1000 in excess thereof.  This Bond constitutes a direct senior unsecured
obligation of the Company and will rank at least pari passu
in priority of payment with all other Bonds from time to time outstanding and
all other present and future unsecured and unsubordinated Debt of the Company.  If an Event of Default shall occur and be continuing,
the principal of all of the Bonds (together with interest and Additional
Amounts, if any) may be declared due and payable in the manner and with the
effect provided in the Indenture.  The Indenture permits, with certain exceptions as
therein provided, the amendment thereof and the modification of the rights and
obligations of the Company and the rights of the Holders of the Bonds  A-6


under
the Indenture at any time by the Company and the Trustee with the consent of
the Holders of not less than a majority in aggregate principal amount of the
Bonds at the time Outstanding and in certain other circumstances without the
consent of the Holders.  The Indenture
also contains provisions permitting the Holders of specified percentages in aggregate
principal amount of the Bonds at the time Outstanding, on behalf of the Holders
of all of the Bonds, to waive compliance by the Company with certain provisions
of the Indenture and certain past defaults under the Indenture and their
consequences.  Any such consent or waiver
by the Holder of this Bond shall be conclusive and binding upon such Holder and
upon all future Holders of this Bond and of any Bond issued upon the
registration of transfer hereof or in exchange hereof or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Bond.  No reference herein to the Indenture and no provision
of this Bond or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of and
interest and Additional Amounts, if any, on, this Bond at the times, place and
rate, and in the coin or currency, herein prescribed or as provided in the
Indenture.  As provided in the Indenture and subject to certain
restrictions and limitations herein and therein set forth, the transfer of this
Bond is registrable in the Register, upon surrender of this Bond for
registration of transfer at the offices or agencies maintained by the Company
for that purpose, duly endorsed by, or accompanied by a written instrument of
transfer in the form satisfactory to the Company and the Registrar duly
executed by, the Holder hereof or his attorney duly authorized in writing, and
thereupon one or more new Bonds, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or
transferees.  No service charge shall be made for any such
registration of transfer or exchange, but the Company or the Trustee may
require payment of a sum sufficient to cover any tax or other governmental
charge payable in connection therewith.  Prior to due presentment of this Bond for registration
of transfer, the Company, the Trustee and any agent of the Company or the
Trustee may treat the Person in whose name this Bond is registered as the owner
hereof for all purposes, whether or not this Bond be overdue, and neither the
Company, the Trustee nor any such agent shall be affected by notice to the
contrary.  The Company has submitted to jurisdiction and
appointed an agent for service of process in the United States, all as set
forth in the Indenture.  All terms used
in this Bond that are defined in the Indenture shall have the meanings assigned
to them in the Indenture.  The Indenture and the Bonds shall be governed by, and
construed in accordance with, the laws of the State of New York.  A-7


SCHEDULE A  SCHEDULE OF EXCHANGES  The original principal amount of this global Bond is
U.S.$[  
],000,000.  The following
exchanges of a part of this global Bond for an interest in other global Bond
have been made:  Date
  of or 
  Exchange
  
  Principal Amount
  Added on
  Exchange of
  Interest in Global
  Bond
  
  Principal Amount
  Exchanged for
  Global Bond
  
  Remaining
  Principal Amount
  Outstanding
  Following such
  Transactions
  
  Notation Made by
  or on behalf of the
  Trustee  A-8


EXHIBIT B  FORM OF TRANSFER CERTIFICATE
FOR TRANSFER FROM RESTRICTED GLOBAL
BOND TO REGULATION S GLOBAL BOND
(Transfers pursuant to Section 3.7(c)(ii)
of Indenture)  JPMorgan
Chase Bank, N.A.
as Trustee 4 New York Plaza
15th Floor
New York, New York 10004
Attention:  Institutional Trust
Services  Re:GRUMA,
S.A. de C.V.7.75% Perpetual Bonds (the Bonds)  Reference is hereby made to the Indenture dated as of
December 3, 2004 (the Indenture) between GRUMA, S.A. de C.V. and
JPMorgan Chase Bank, N.A., as Trustee. 
Capitalized terms used but not defined herein shall have the meanings
given them in the Indenture.  This letter relates to U.S.$            
(being U.S.$2,000 and any integral multiple thereof) principal amount of Bonds
beneficially held through interests in the Restricted Global Bond (CUSIP
No.             ) with DTC in the name of                        
(the Transferor) account no.             .  The Transferor hereby requests that on
[INSERT DATE] such beneficial interest in the Restricted Global Bond be
transferred or exchanged for an interest in the Restricted Global Bond (CUSIP
(CINS)
No.             ) in the same principal denomination and transfer to (account no.                         ).  If this is a partial transfer, a minimum
amount of U.S.$100,000 and any integral multiple of
$1,000 in excess thereof represented by the Restricted Global Bond will remain
outstanding.  In connection with such request and in respect of such
Bonds, the Transferor does hereby certify that such transfer has been effected
in accordance with the transfer restrictions set forth in the Indenture and the
Bonds and pursuant to and in accordance with Rule 903 or 904 of
Regulation S under the United States Securities Act of 1933, as amended
(the Securities Act), and accordingly the Transferor further certifies
that:  (A)(1)the
offer of the Bonds was not made to a Person in the United States;  (2)either
(a) at the time the buy order was originated, the transferee was outside
the United States or we and any Person acting on our behalf reasonably believed
that the transferee was outside the United States, or (b) the transaction
was executed in, on or through the facilities of a designated offshore
securities market and neither the Transferor nor any Person acting on our
behalf knows that the transaction was prearranged with a buyer in the United
States,  (3)no
directed selling efforts have been made in contravention of the requirements of
Rule 903(b) or 904(b) of Regulation S, as applicable; and  (4)the transaction is not part of a plan or scheme to evade the
registration requirements of the Securities Act.  B-1


OR  (B)Such
transfer is being made in accordance with Rule 144 under the Securities
Act.  This certificate and the statements contained herein
are made for your benefit and the benefit of the Company.  Terms used in this certificate and not
otherwise defined in the Indenture have the meanings set forth in
Regulation S under the Securities Act.  Dated:[Name of
  Transferor]By:Name:Title:Telephone No.:Signatures must
  be guaranteed by an eligible guarantor institution meeting the requirements
  of the Transfer Agent, which requirements include membership or participation
  in STAMP or such other signature guarantee program as may be determined by
  the Transfer Agent in addition to, or in substitution for, STAMP, all in
  accordance with the Securities Exchange Act of 1934, as amended.Signature
  Guarantee  Please print name and address (including zip code
number)  cc:  The Company  B-2


EXHIBIT C  FORM OF TRANSFER CERTIFICATE
FOR TRANSFER FROM REGULATION S GLOBAL
BOND TO RESTRICTED GLOBAL BOND
PRIOR TO EXPIRATION OF RESTRICTED PERIOD
(Transfers pursuant to Section 3.7(c)(iii)
of Indenture)  JPMorgan
Chase Bank, N.A.
as Trustee 4 New York Plaza
15th Floor
New York, New York 10004
Attention:  Institutional Trust
Services  Re:GRUMA,
S.A. de C.V.7.75% Perpetual Bonds (the Bonds)  Reference is hereby made to the Indenture dated as of
December 3, 2004 (the Indenture) between GRUMA, S.A. de C.V. and
JPMorgan Chase Bank, N.A., as Trustee. 
Capitalized terms used but not defined herein shall have the meanings
given them in the Indenture.  This letter relates to U.S.$                  
(being U.S.$100,000 and integral multiples of $1,000 thereof) principal amount
of Bonds beneficially held through interests in the Regulation S Global
Bond (CUSIP (CINS) No.                ) with [Euroclear] [Clearstream] (Common Code No.                  ) or otherwise through DTC in the name of                         
(the Transferor) [Euroclear] [Clearstream] [other] account no.                         .  The Transferor hereby requests that on
[INSERT DATE] such beneficial interest in the Regulation S Global Bond be
transferred or exchanged for an interest in the Restricted Global Bond (CUSIP
No.                         )
in the same principal denomination and transfer to (DTC account no.                         ).  If this is a partial transfer, a minimum of
U.S.$2,000 and any integral multiple thereof of the
Regulation S Global Bond will remain outstanding.  In connection with such request, and in respect of
such Bonds, the Transferor does hereby certify that such Bonds are being
transferred in accordance with Rule 144A under the United States
Securities Act of 1933, as amended (the Securities Act), to a
transferee that the Transferor reasonably believes is purchasing the Bonds for
its own account or an account with respect to which the transferee exercises
sole investment discretion and the transferee and any such account is a qualified
institutional buyer within the meaning of Rule 144A, in each case in a
transaction meeting the requirements of Rule 144A and in accordance with
any applicable securities laws of any state of the United States or any other
jurisdiction.  1


This certificate and the statements contained herein
are made for your benefit and the benefit of the Company.  Dated:[Name of
  Transferor]By:Name:Title:Telephone No.:Signatures must
  be guaranteed by an eligible guarantor institution meeting the requirements
  of the Transfer Agent, which requirements include membership or participation
  in STAMP or such other signature guarantee program as may be determined by
  the Transfer Agent in addition to, or in substitution for, STAMP, all in
  accordance with the Securities Exchange Act of 1934, as amended.Signature
  Guarantee  Please print name and address (including zip code number)  cc:  The Company  2