**EXHIBIT 1**

**BYLAWS**

**GRUMA,S.A.B. DE C.V.**

**NAME,PURPOSE, DOMICILE, DURATION AND NATIONALITY**

**ARTICLEFIRST. NAME.** The Company’s legal name is: “GRUMA”, whichshall always be followed by the words SOCIEDAD ANÓNIMA BURSÁTIL DE CAPITALVARIABLE (PUBLICLY-HELD STOCK COMPANY) or by its abbreviation “S. A. B. DE C.V.”

**ARTICLESECOND. PURPOSE.**The Company’s purpose is to: (a) purchase,sell, import, export, as well as to manufacture and assemble all kinds of goodsor trade products; (b) purchase, sale, manage, negotiate, subscribe, issue,amortize, encumber, and transfer by any legal means, shares or partnershipinterests, unsecured debt, mortgages or of any other type, securities,derivative financial instruments and any kind of credit instruments; (c)create, organize and manage all types of businesses; (d) grant guaranties,endorsements, sureties, bonds, pledges, mortgages, trust funds and any othercredit operation, either real or personal, on its own behalf or on behalf ofthird parties with which the Company has share, financial or commercialrelationships; (e) purchase, sell, encumber, rent or lease, whether as lessoror as lessee, all types of personal property and real estate as may benecessary and/or convenient to achieve the Company’s purposes; (f) provide andreceive all types of administrative or technical consulting and advisoryservices to or from any individual or corporation, whether Mexican or foreign;(g) establish branches, agencies or representative offices and to act asintermediary, commission agent, representative, distributor or warehousedepositor  for all types of Mexican orforeign businesses; (h) register, acquire, hold, market and transfer brandnames, trademarks, patents, copyrights, inventions, processes*,* and any other type of industrial property, as well as alltypes of concessions, rights and licenses; (i) grant and take loans; (j)subscribe, issue and negotiate, all types of credit instruments with theintervention of any institution and/or authority, as may be required by theapplicable legal regulations; (k) carry out all types of businesses andfinancial, commercial and industrial transactions which are directly orindirectly related to the Company’s purposes; and (l) carry out any actions andenter into contracts permitted by applicable legal regulations, which may benecessary or convenient to achieve the Company’s purposes.

**ARTICLETHIRD. DOMICILE.**                     TheCompany’s domicile is Monterrey, Nuevo León, México; and the Company mayestablish agencies or branches anywhere in the Mexican Republic or abroad andsubject itself to conventional domiciles in all contracts executed by the same.

**ARTICLEFOURTH. DURATION.** The duration of the Company shall be 99(ninety nine) years, commencing on December 24 (twenty four), 1971 (nineteenseventy one).

**ARTICLEFIFTH. NATIONALITY**. The Company is of Mexican nationality.All foreign nationals whom at the time of incorporation of the Company or atany other time thereafter acquires a stock participation or an interest in saidCompany shall be considered, due to that fact, as Mexican, regarding saidparticipation or interest, as well as in respect to the property, rights,concessions, participations or interests owned by the Company, or to the rightsand 

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duties derivedfrom any agreements entered into by the Company, and said foreign nationalagrees not to invoke therefore the protection of their governments, under thepenalty to forfeit, in favor of the Mexican Nation, any participation orinterest they would have acquired.

**CAPITALSTOCK, SHARES AND SHAREHOLDERS**

**ARTICLESIXTH. CAPITAL STOCK.** The Company’s capital stock is variable; thefixed and non-redeemable fully subscribed and paid portion of the capital stockis represented by 482’549,952 (FOUR HUNDRED EIGHTY TWO MILLION FIVE HUNDREDFORTY NINE THOUSAND NINE HUNDRED FIFTY TWO) Class I, Series “B”, commonnominative shares, with no par value; which shares amount to the sum of $4,893’849,824.74(FOUR BILLION, EIGHT HUNDRED NINETY THREE MILLION, EIGHT HUNDRED FORTY NINETHOUSAND EIGHT HUNDRED TWENTY FOUR PESOS 74/100 MEXICAN CURRENCY), the variablepart of the capital stock shall be represented by Class II, Series “B” commonshares with no par value.

All of the sharesshall confer the same rights and obligations to their holders within each oneof its Series and Classes. Shares may have all other features determined by theGeneral Shareholders’ Meeting that approves their issuance thereof, accordingto the applicable legal regulations. Only the shares which value is fully paidare to be released.

The Company shallonly recognize as shareholders those persons or entities registered in theledger referred to in Article Eighth of these Bylaws.

The corporateentities controlled by the Company may not directly or indirectly beshareholders of said Company, nor of any other corporate entity holding themajority of the shares of the Company.

**ARTICLESEVENTH. SHARE CERTIFICATES REPRESENTATIVE OF THE CAPITAL STOCK.**Sharecertificates representing the capital stock may include one or more shares andshall be signed by 2 (two) members of the Board of Directors. Sharecertificates shall bare the provisions of Articles Fifth and Eleventh hereof aswell as to satisfy all the requirements set forth in Article 125 of the LeyGeneral de Sociedades Mercantiles (“Mexican Corporate Law”).

While thedefinitive certificates representing the shares issued by the Company aredelivered to their holders, provisional share certificates may be issued whichshall be exchanged in time for the definitive share certificates.

Upon request andat the expense of its holder, provisional and definitive share certificates maybe exchanged for certificates of different denominations.

In the event ofloss, theft or destruction of the provisional or definitive share certificates,such certificates will be replaced at holder’s expense, in accordance with theprocedure set forth in the General Law of Negotiable Instruments and CreditOperations.

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If the capitalstock consists of share certificates representing more than one share, and forany reason whatsoever the original certificate has to be divided, any 2 (two)Directors shall sign the new divided share certificates issued to be exchangedfor the original divided share certificate. Any Director who signs a new sharecertificate shall be responsible for receiving and for the cancellation of theold divided share certificate and the issuance of new certificates representingan identical number, class, and series of shares as the original dividedcertificate. The ownership of the shares shall be transferred by endorsing thecorresponding share certificate or title or by any other legal mean.

**ARTICLEEIGHTH.****REGISTRATION OFSHAREHOLDERS.**The Company shall keep a Stock Ledger, which may bekept by the Secretary of the Board of Directors, by any securities depositoryinstitution or by any credit institution. All information demanded by Article128 of the Mexican Corporate Law shall be recorded in said registry. Only thosepersons listed in the Company’s Stock Ledger will be recognized as shareholdersby the Company, and upon request of the relevant holder, all annotations inrespect to any transfer, limitation, lien and encumbrance of the shares must berecorded in said Stock Ledger.

**ARTICLENINTH. MODIFICATIONS TO THE CAPITAL STOCK.**In the event ofincrements or reductions of the capital stock, and the amortization of shareswith distributable earnings, exception made for transactions by Company topurchase or sell the Company’s own shares in market, in accordance to thedispositions of Article Tenth hereof, the following procedure shall beobserved:

The increments orreductions of the fixed part of the capital stock as well as the amortizationof shares with distributable earnings, representing the same portion of thecapital stock must be approved by the General Extraordinary Shareholders’Meeting.

The increments orreductions of the variable part of the capital stock, as well as theamortization of shares with distributable earnings representing the same partof the capital stock, should be approved by the General Ordinary Shareholders’Meeting, and all corresponding minutes taken therein should be formalizedbefore a Civil Law Notary, without having to register the Notarial deedcontaining the registration of the corresponding resolution before the PublicRegistry of Property and Commerce.

The shareholdersof the variable portion of the capital stock of the Company shall not have theright to redeem shares referred in Article 220 of the Mexican Corporate Law.

Any increments orreductions of the capital stock should be recorded in the registry kept by theCompany for said purpose.

The Company mayissue unsubscribed shares kept in the treasury to be subscribed thereafter bythe investor public through public offering according to the applicable legalregulations or to the conditions set forth by the General ExtraordinaryShareholders’ Meeting ordering said issuance.

The Company maymake, at any time, a private offer of its shares according to the dates, terms,conditions and exemptions provided by the Ley del Mercado de Valores (“MexicanSecurities Law”) and any other applicable legal regulations.

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The capital stockmay be incremented also by capitalizing Stockholders’ equity accounts referredto in Article 116 of the Mexican Corporate Law or by capitalizing debts.  In increments based upon the capitalizationof Stockholders’ equity accounts, all shares shall be entitled to receive theproportional part of the shares issued to represent the relevant capital stockincrement.

Shareholders shallhave the preemptive right to subscribe all new shares issued in the event of anincrement of the capital stock, proportionate to the number of shares that theyown at the time such increment is resolved. Such right must be exercised withinthe time period determined to that effect by the Shareholders’ Meeting thatresolved such increase of capital stock, however under no circumstance shallsuch period be less than 15 (fifteen) days from the day following thepublication of the corresponding resolution in the Federal Official Gazette orin one of the newspapers of greater circulation of the Company’s domicile. Inthe event that after the expiration of the term set forth for the shareholdersto exercise their preemptive right mentioned in the prior paragraph, thereremain unsubscribed shares, these may be offered for their subscription andpayment at the conditions and terms determined by the Meeting that had approvedthe capital stock increase, or pursuant to the terms set forth by the Board ofDirectors or the delegates designated by the Meeting for such purposes.

Without affectingthe foregoing in any manner whatsoever, the preemptive right to subscribe shallnot apply regarding capital increases through public offerings or by placingshares owned by the Company that has been previously acquired by the same.

The capital stockmay be reduced (i) to absorb losses; (ii) to reimburse capital contributions toshareholders, (iii) due to the release granted to stockholder of non-paidexhibits, (iv) by repurchasing shares according to the applicable legalregulations and to the Bylaws of the Company.

The reductions ofcapital stock to absorb losses shall be made on a strict proportionate basisamong the shareholders, without the need of canceling the corresponding sharessince they do not have a nominal value. In the event of reductions of thecapital stock for reimbursement to the shareholders, such reimbursement shallbe made on a proportionate basis among them, in the understanding that theprice of the reimbursement may not be less than the book value of the sharespursuant to the last statement of financial position that had been approved bythe Ordinary Shareholders’ Meeting.

The GeneralShareholders’ Meeting may decree the amortization of the Company’s shares withdistributable earnings without reducing the capital stock, complying with theprovisions of the Mexican Corporate Law and other applicable legal regulationsfor the Company. The amortized shares shall be voided and the correspondingcertificates shall be cancelled.

**ARTICLETENTH. TRANSACTIONS WITH COMPANY’S OWN SHARES**. TheCorporation may repurchase shares representing its capital stock or creditinstruments representing said shares pursuant to the terms, conditions andexceptions established by the applicable legal regulations, without theapplication of the prohibition established in the first paragraph of Article134 of the Mexican Corporate Law and provided that:

I.                                         Therepurchase takes place in any Mexican stock market where the shares of theCompany are traded.

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II.                                   Therepurchase takes place at the prevailing market price, exception made forpublic offerings or biddings authorized by the Comisión Nacional Bancaria y deValores (Mexican Banking and Securities Commission).

III.                               Thatthe repurchase be charged to the Stockholders’ equity being able to keep themin the power of the Company without having to reduce the capital stock or thatthe repurchase be charged to the capital stock converting them into treasuryshares, in which case no resolution from the Shareholders’ Meeting shall berequired.

IV.                               TheGeneral Ordinary Shareholders’ Meeting expressly resolves, for each fiscalyear, the maximum amount of monetary resources that may be used for therepurchase of the Company’s stock or of the credit instruments representingsaid shares, with the only limitation that the aggregate of such amount ofresources under no circumstance shall be greater than the balance of the totalnet earnings of the Company, including retained earnings. 

V.                                   TheCorporation has no pending obligations derived from debt instruments recordedin the Mexican Securities Registry, and

VI.                               Thepercentages referred thereto in Article 54 of the Mexican Securities Law arenot exceeded and the requisites to keep the listing in the stock market wherethe shares operate are met.

The Company sharesowned by the Company or, in its case, the treasury shares referred to in thisArticle, without affecting the provisions established by the Mexican CorporateLaw, may be placed among the investor public pursuant to the applicable legalregulations, without requiring the resolution of any Shareholders’ Meeting orof the Board of Directors

The Company sharesor credit instruments representing said shares owned by the Company may not berepresented, nor voted in the Shareholders’ Meeting nor any economic orcorporate rights of any kind may be exerted therefrom.

**ARTICLEELEVENTH.****REQUIREMENTS FOR THEPURCHASE AND SALE OF COMPANY’S SHARES.**The prior written approvalfrom the Board of Directors of the Company as provided in this Article shall berequired for any Person (as such term is defined below) that individually orjointly with any Related Party (as such term is defined below), intends toacquire common Shares (as such term is defined below), or rights over commonShares by any means or under any title, directly or indirectly, whether in asingle event or in a set of consecutive events, regardless of the lapse of timebetween them, which consequence or effect be the following:

a) That itsshareholdings, individually or jointly with the Shares previously held, beingacquired or intended to be acquired in the future be equal or greater than 5%(five percent) of the total common Shares.

b) The ownershiprights over common Shares, individually or jointly with any Shares previouslyheld, being acquired or intended to be acquired, be equal or greater than 5%(five percent) of the total  commonShares.

Such priorapproval from the Company’ Board of Directors must be obtained each time theshareholdings thresholds are intended to be exceeded as provided hereto, in apercentage equal to or greater than 5% (five percent) (and multiples thereof)of common Shares or 

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ownership rightstherefrom, except for Persons who directly or indirectly are deemed to beCompetitor (as such term is defined below) of the Company or of any of itsSubsidiaries (as this term is defined bellow), in which case the Person inquestion must obtain the prior approval of the Board of Directors for futureacquisitions where a limit of 2% (two percent) (or multiples thereof) of commonShares is intended to be exceeded.

For the purposeshereof, the Person in question shall comply with the following:

I. Approval of theBoard of Directors:

1 (one) The Personin question shall submit a written authorization request to the Board of Directors.  Such request must be indubitably delivered tothe domicile of the Company and addressed to the Chairman of the Board ofDirectors, with carbon copy to the Secretary and to their respective Alternatesof the same Board.  The mentionedapplication shall set forth and enumerate the following:

(a)                                 thenumber, class or series of Shares that the Person in question or any RelatedParty thereto (i) owns or co-owns, whether directly or indirectly through anyPerson or through any relative by consanguinity, affinity or adoption, withinthe fifth degree or spouse under civil or common law marriage or by means of anintermediary, or (ii) in respect to which such Person has, Shares or enjoys anyright, be it as a result of an agreement or by any other cause.

(b)                                thenumber, class or series of Shares which the Person in question or any RelatedParty thereto intends to acquire, be it directly or through any Person in whichit should have an interest or participation, either in its capital stock or inthe direction, management or operation or otherwise, through any relative byconsanguinity, affinity or adoption, within the fifth degree or spouse undercivil or common law marriage or by means of an intermediary.

(c)                                 thenumber and class or series of Shares in respect to which such Person intends toacquire or share any right, be it as a result of an agreement or by any otherlegal means.

(d)                                (i)the Shares percentage referred to in the previous paragraph (a) represent thetotal Shares issued by the Company; (ii) the Shares percentage referred to inthe previous paragraph (a) represent the class or series pertaining to thesame; (iii) the Shares percentage referred to in the previous paragraphs (b)and (c) represent the total Shares issued by the Company, and; (iv) the Sharespercentage referred to in the previous paragraphs (b) and (c) represent theclass or series pertaining to the same.

(e)                                 theidentity and nationality of the Person or group of Persons intending to acquirethe Shares, provided that if any of such Persons is a corporate entity, trustor its equivalent or any other means, enterprise, corporation or form ofeconomic or commercial association, the identity and nationality of thepartners or shareholders, settlors and trustees or their equivalent, members ofthe technical committee or their equivalent, successors, members or limitedpartners must also be identified, including the nationality and identity of thePerson or Persons that Control (as such term is defined below) directly orindirectly such corporate entity, trust or its equivalent or any other means,enterprise, corporation or form of economic or commercial association thereto,until the Persons maintaining any right, interest or participation of anynature with such corporate entity, trust or any other equivalent or any othermeans, entity, corporation or form of economic or commercial association can be

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identified,including the documents evidencing economic solvency and good standing of suchPerson or Group of Persons.

(f)                                   thereasons and purposes behind such acquisition of Shares, in particularmentioning if the purpose is to acquire directly or indirectly (i) additionalShares to those referred in the approval application, (ii) a SignificantParticipation (as this term is defined bellow) or; (iii) the Control of theCompany.

(g)                                ifsuch Person is, directly or indirectly, a Competitor of the Company or of anyother Subsidiary or Affiliate (as these terms are defined bellow) thereof andif such Person has the authority to legally acquire the Shares pursuant to theterms of these Corporate Bylaws and the applicable legal regulations.  Furthermore, the application must indicate ifthe Person intending to acquire the Shares has any relative by consanguinity, affinityor adoption, within the fifth degree or spouse under civil or common lawmarriage that may be considered a Competitor of the Company or of anySubsidiary or Affiliate thereof or has an economic relationship with aCompetitor or any interest or participation, be it in the capital stock or inthe direction, management or operation of a Competitor, directly or through anyPerson or any relative by consanguinity, affinity or adoption, within the fifthdegree or spouse under civil or common law marriage.

(h)                                theorigin of the funds intended to be used to pay the price of the Shares, subjectmatter of the application. In the event, the funds come from any financing arrangement, the identity andnationality of the one providing such funds should be specified and a documentissued by such funding Person accrediting and explaining the conditions of thefinancing arrangement should be delivered along with the authorization request.

(i)                                    ifthe Person in question is a part of any economic group formed by one or moreRelated Parties which as such, in a single event or in a set of consecutiveevents, intends to acquire Shares or rights over the same or, if applicable, ifsuch economic group is the owner of Shares or of rights over the same.

(j)                                    ifthe Person in question has received resources as a loan or for any otherconcept, from a Related Party or if such Person has provided funds as a loan orunder any other capacity to a Related Party for the purpose of paying the priceof the Shares.

(k)                                 theidentity and nationality of the financial institution that would act as broker,assuming that the  relevant transactionis to be carried through tender offer.

(l)                                    theaddress for receiving notices of the petitioner.

2 (two).  Within the 10 (ten) business days, followingthe date in which the request for authorization, referred to in the abovementioned section 1 (one), had been received, the Chairman or Secretary, or inabsence of the latter, his Alternate, shall convene the Board of Directors fora meeting to discuss and resolve the aforementioned authorization request.   For the purposes herein, the notices for themeetings of the Board of Directors shall be made in writing and they should bedelivered by the Chairman or Secretary, or in absence of the latter by hisalternate, by certified mail, private courier service, telegram or fax to eachone of the Proprietary Directors and their Alternates, at least 45 (forty five)days prior to the date set forth for  themeeting, to their domiciles or to the addresses given in writing by theDirectors

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for all matters referredto in this Article of the Corporate Bylaws. The Alternate Directors may onlydiscuss and vote in cases where the Proprietary Directors are not present inthe meeting convened upon.  The noticesmust contain the time, date and place of the meeting and the relevant agenda.

For the purposesof this Article of the Corporate Bylaws, the resolutions taken without ameeting of the Board of Directors shall not be valid.

3 (three) In orderfor the Board to validly hold a meeting, at least the majority of the Directorsor their respective alternates shall be in attendance and its decision andresolutions, to be valid, shall be adopted by the favorable vote of themajority of the Directors in attendance. The Chairman of the Board shall have adeciding vote, in the event of a tie.

The Meetings ofthe Board of Directors convened to resolve over the above-mentionedauthorization request shall consider and adopt resolutions solely with regardsto the authorization request referred to in this section 1 (one).

4 (four). TheBoard of Directors shall resolve over each submitted request for authorizationwithin  60 (sixty) calendar daysfollowing the submission date.

The Board ofDirectors may request from the Person intending to acquire the Shares inquestion, the additional documents or clarifications deemed necessary to decideover the submitted authorization request, including the documents evidencingthe veracity of the information referred to in paragraphs “a” to “l” of theabove section 1 (one) of this Article. Assuming that the Board of Directorsrequests the abovementioned clarification or documents, the 60 (sixty) day termreferred to in the first paragraph of this section 4 (four) shall be consideredas of the date the aforementioned Person furnishes or delivers, as the case maybe, the documents or clarification requested by the Board of Directors throughits Chairman, Secretary or his or her alternate.

Assuming thatjointly, coordinated or by agreement, one or more Persons are intending toacquire Shares, regardless of the legal act originating the same, shall bedeemed as a single Person for the purposes of this Article of the CorporateBylaws.

In the samemanner, for the purposes of this Article, it shall be understood as Sharesbelonging to the same Person, the Shares held by a Person plus the Shares: (i)held by any consanguinity, affinity or adoption relative, within the fifthdegree, or by any spouse under a civil or common law marriage of the Personholding such Shares, or; (ii) Shares held by an entity, trust or itsequivalent, means, enterprise or economic or commercial association, wheneversuch entity, trust or its equivalent, means, enterprise or economic orcommercial association is Controlled by the abovementioned Person or; (iii)  Shares held by any Related Party (related) tosuch Person.

In the assessmentof the authorization request referred to in this Article, the Board ofDirectors shall take into account those factors deemed appropriate, consideringthe interests of the Company and of its shareholders, including issues offinancial nature, market, business and the moral and economic standards of thepotential buyers, whether the intended transaction represents a conflict ofinterests or not, if it leads to a change of Control of the Company  or to an acquisition of a SignificantParticipation of the common Shares, if the 

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reports and/orauthorizations requests, referred to in this Article, were submitted on time,among others factors.

The Board ofDirectors may deny the authorization request referred to in this Article, amongother reasons in connection to with the items provided by the precedingparagraph, for the following reasons:

(a)                                 Dueto petitioner lack of economic solvency or good standing;

(b)                                Whenfinancing is required to carry out the requested transaction;

(c)                                 Whenit refers to a Competitor of the Company or of its Subsidiaries;

(d)                                Whenthe petitioner’s interests are contrary to the ones of the Company or of its  Shareholders;

(e)                                 Dueto the object, cause, motive or purpose of the requested acquisition;

(f)                                   Dueto the existence of economic, family or similar ties with other shareholders ofthe Company or with competitors of the same or of its Subsidiaries;

(g)                                Whenit entails transactions with Related Parties;

(h)                                Ifthe funds required to carry out the intended transaction are of unknown ordoubtful origin;

(i)                                    Whenthe information furnished in the authorization request or any complementary  information       thereof  shouldprove deficient, doubtful, non verifiable, erroneous, incomplete or beimprecise or incorrect, among others;

(j)                                    Whenit entails the acquisition of a Significant Participation or its purpose is a       change of Control of theCompany.

(k)                                 Thefailure to submit the information and/or notices provided in the last paragraphof section II of this Article.

The request forauthorization shall be deemed denied if the Board Meeting has been convenedupon the terms provided hereof, but said Board Meeting was unable to convenefor any reason whatsoever.

5 (five). In casethe Board of Directors approves the proposed acquisition of Shares and suchacquisition should entail the acquisition of a Significant Participationwithout such acquisition exceeding half of the common Shares, then the Personintending to acquire the relevant Shares must make a public tender offer, at aprice payable in cash, for the percentage of Shares equivalent to thepercentage of common voting Shares that said Person is intending to acquire orby 10% (ten percent) of the Shares, whichever is greater, pursuant to the termsand conditions of the Mexican Securities Law.

The public tenderoffer referred to in this section five (5) must be made simultaneously inMexico’s and United State’s stock markets, as long as the stock of the Companycontinues to be traded in said countries.

Effective from thetime the public tender offer is made and until the conclusion of the same, theCompany, as well as its Directors and senior officers shall refrain from makingor closing transactions which, in detriment to the minority investors, areaimed to hinder the development of said offer.

Notwithstandingthe foregoing, the Board of Directors shall, within 10 (ten)  business days following the commencement ofthe public tender offer, prepare, under the advise of the 

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CorporateGovernance Committee and disclose to the investor public through SEDI(Electronic Information Carriage and Disclosure System, as authorized to theapplicable Stock Exchange by the Mexican Banking and Securities Commission, orwhichever system substitutes SEDI for this purposes), its opinion in connectionwith the public tender offer.  If theBoard of Directors should face a situation where it may create a conflict ofinterest or when more than one offer is made at conditions not directlycomparable to those contained in the opinion, then the opinion may be coupledwith another opinion issued by an independent expert retained for such purposesby the Company at the request of the Corporate Governance Committee.

Directors who mayalso be shareholders of the Company shall disclose to Bolsa de Valores, S.A. deC.V. (Mexican Stock Exchange), to be circulated through SEDI network(Electronic Information Carriage and Disclosure System, as authorized to theapplicable Stock Exchange by the Mexican Banking and Securities Commission, orwhichever system substitutes SEDI for this purposes), not later than thebeginning of the last business day of the public tender offer period, whichdecision they will take as to their Shares in connection with the public tenderoffer.

The shareholders,in the event of any public tender offer, shall have the right to hear morecompetitive offers.

6 (six). Anapproval of the Board of Directors will not be necessary for any Person thatwishes to acquire, directly or indirectly, a participation of more than 50%(fifty percent) of the common Shares or the Control of the Company, in whichcase, the Person shall make a public tender offer for 100% (one hundredpercent) minus 1 (one) of the common Shares issued by the Company, according tothe provisions of the Mexican Securities Law and other applicable legalregulations. Nevertheless, if in such public tender offer, the Person makingthe tender offer is not able to acquire at least half plus 1 (one) of the totalof the Shares representing the capital stock, said Person must obtain approvalfrom the Board of Directors upon the terms provided hereto.

The public tenderoffer referred to in this section six (6) must be made simultaneously in Mexico’sand US stock markets, as long as the stock of the Company continues to betraded in said countries.

Effective from thetime the public tender offer is made and until the conclusion of the same, theCompany, as well as its Directors and senior officers shall refrain from makingor closing transactions which, in detriment to the minority investors, areaimed to hinder the development of said offer.

Notwithstandingthe foregoing, the Board of Directors shall, within 10 (ten)  business days following the commencement ofthe public tender offer, prepare, under the advise of the Corporate GovernanceCommittee and disclose to the investor public through SEDI (ElectronicInformation Carriage and Disclosure System, as authorized to the applicableStock Exchange by the Mexican Banking and Securities Commission, or whichever systemsubstitutes SEDI for this purposes), its opinion in connection with the publictender offer.  If the Board of Directorsshould face a situation where it may create a conflict of interest or when morethan one offer is made at conditions not directly comparable to those containedin the opinion, then the opinion may be coupled with another opinion issued byan independent

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expert retainedfor such purposes by the Company at the request of the Corporate GovernanceCommittee.

Directors who mayalso be shareholders of the Company shall disclose to Bolsa de Valores, S.A. deC.V. (Mexican Stock Exchange), to be circulated through SEDI network(Electronic Information Carriage and Disclosure System, as authorized to theapplicable Stock Exchange by the Mexican Banking and Securities Commission, orwhichever system substitutes SEDI for this purposes), not later than thebeginning of the last business day of the public tender offer period, whichdecision they will take as to their Shares in connection with the public tenderoffer.

The shareholders,in the event of any public tender offer, shall have the right to hear morecompetitive offers.

7 (seven). AnyPerson performing a  Share acquisitionapproved by the Board of Directors, shall not be registered in the Stock Ledgerof the Company but until such time when the public tender offer referred to insections five (5) and six (6) above has been concluded. Consequently, suchPerson shall not be able to exercise the corporate nor the economic rightscorresponding to the Shares which acquisition has been approved, but until suchtime when the tender offer has been concluded.

In case of Personswho are already shareholders of the Company and therefore, are registered inthe Stock Ledger of the Company, the Share acquisition approved by the Board ofDirectors shall not be registered in the Stock Ledger of the Company but untilsuch time when the public tender offer had been concluded and, consequently,such Persons shall not be able to exercise the corporate nor the economicrights corresponding to the Shares acquired by the authorization given by theBoard of Directors until they are entered in the Stock Ledger.

II.                                    GeneralProvisions:

If the termscontained in this Article are not met, then the Person or Persons in questionmay not, directly or indirectly exercise corporate or economic rights vestedinto the Shares acquired without the appropriate approval, and such Sharesshall not be taken into account for the purposes of computing quorum atShareholders’ Meetings and the Company shall refrain from recording the Sharesacquired in breach of the terms established by these Bylaws in the Company’sStock Ledger referred to in the Mexican Corporate Law, and any Registry kept byany securities depository institution shall have no effect whatsoever, andthus, the certificates or listings referred to in the first paragraph ofArticle 290 of the Mexican Securities Law shall not be proof of ownership ofShares nor will they evidence the right to attend the Shareholders’ Meetingsnor will they entitle exercise of any action whatsoever, including those ofprocedural nature.

The Persons thatobtained the approval of the Board of Directors to acquire Shares as providedunder this Article, shall be bound to inform of such situation to saidcollegiate body, through a written notice addressed and delivered to the sameunder the terms set forth in the first paragraph of section one (1) of thisArticle within 5 (five) calendar days following the date the authorized actsand operations are carried out.

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The approvalsgranted by the Board of Directors pursuant to this Article shall cease to beeffective automatically and without the need of any statement if the approvedtransactions are not carried out within a maximum term of sixty (60) calendar-daysfollowing the notice of the corresponding approval to the interested party,unless the Board of Directors, prior petition of said person, extends theaforementioned term.

Holders of Sharesreaching (or in its case, exceeding) the percentages referred hereunder, shallprovide written notice of such circumstance to the Company, which notice shallbe addressed and delivered under the terms set forth in the first paragraph ofsection one (1) of this Article, within a term of five (5) business days after obtaining,reaching or exceeding Ownership: (i) non competitors: each 2% (two percent) ofcommon Shares; (ii) Competitors: each 1% (one percent) of common Shares.

III.                                Exceptions:

The provisions ofthis Article of the Corporate Bylaws shall not be applicable to:

(a)                                 acquisitionsor transfers of Shares made by succession, either with or without will, or

(b)                                acquisitionsof Shares by: (i) the Person who directly or indirectly has the authority orpossibility of appointing the majority of the Directors of the Company’s Boardof Directors; (ii) any company, trust or similar form of venture, means,entity, corporation or economic or mercantile association, which may be underthe Control of the Person referred to in section (i) above; (iii) the heirs ofthe Person referred to in section (i) above; (iv) the Person referred to insection (i) above when such Person should be repurchasing  the Shares of any corporation, trust orsimilar form of venture, means, entity, corporation or economic or mercantileassociation referred to in section (ii) above, and; (v) the Company or trustscreated by the Company.

(c) Such Person(s)that as of December 4th (fourth), 2003 (two thousand three) hold(s),directly or indirectly, 20% (twenty percent) or more of the Shares representingthe Company’s capital stock.

(d) Any otherexception contained in the Mexican Securities Law and other applicable legalregulations.

IV.                                Definitions:

For the purposesof the foregoing Article, the terms indicated below shall have the meaningsassigned thereto:

“Shares” and/or “commonShares” means the shares of stock representative of the capital stock of theCompany, of any class or series or any certificate, security or instrumentissued under such shares or which otherwise confer rights upon such shares orwhich may be convertible into such shares, and specifically including ordinaryparticipation certificates (CPO’s) representing shares of stock of the Company.

“Affiliate” meansany Person Controlling, under Control of or under common Control of any Person.

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“Competitor” meansany Person devoted, directly or indirectly to (i) the business of productionand/or marketing of corn or wheat flour, and/or (ii) any other activity carriedby the Company or by any of its Subsidiaries or Affiliates.

“Control”, “Controlling”or “Controlled” means the capacity of a person or group of persons to carry outany of the following activities: (a) to directly or indirectly impose decisionsin General Shareholders’ Meetings, Partners’ Meetings or any equivalententities, or appoint destitute the majority of the Directors, managers, ortheir equivalent, of a corporate entity; (b) to hold the rights that directlyor indirectly allow voting regarding more than 50% (fifty percent) of thecapital stock of a corporate entity; (c) to directly or indirectly direct themanagement strategies or main policies of a corporate entity, whether this bethrough the ownership of securities, by contract or by any other means.

“SignificantParticipation” means the direct or indirect ownership or holding of 30% (thirtypercent) or more of the common voting Shares.

“Person” means anynatural person, corporate entity, trust or similar form of venture, vehicle,entity, corporation or economic or commercial association or any Subsidiariesor Affiliates of any of the former or, as determined by the Board of Directors,any group of Persons who may be acting jointly, by an arrangement or in acoordinated manner under the terms of this Article.

“Related Party”means the ones that regarding the Company, fall in any one of the followingassumptions: (a) Controlling persons having a significant influence in acorporate entity belonging to the corporate group or consortium to which theissuer belongs, as well as the Directors or managers and the senior officers ofthe companies comprising said group or consortium; (b) persons with managementauthority in a corporate entity that is a part of a corporate group orconsortium to which the issuer belongs; (c) the spouse, concubine, concubinaryand blood and non-blood related persons up to the fourth degree or by affinityup to the third degree with individuals that fall in any of the assumptionsindicated in the aforementioned sections (a) and (b), as well as partners andco-owners keeping business relationship with the individuals mentioned in saidsections; (d) corporate entities that are part of a corporate group orconsortium to which the issuer belongs; (e) the corporate entities over whichany one of the persons referred to in the foregoing sections (a) to (c) have controlor significant influence.

“Subsidiary” meansany company in respect to which a Person should be the owner of the majority ofthe shares of stock representative of its capital stock or in respect to whicha Person should have the right to appoint the majority of the Directors of itsBoard of Directors or otherwise the Sole Director.

The foregoingcovenant shall be filed with the Public Registry of Commerce of the corporatedomicile of the Company and shall be inserted accordingly in the certificates ofthe shares of stock of the Company, so that third parties may be warned of theforegoing provisions.

**ARTICLETWELFTH. PENALTIES.**As provided for in Article 2117  of the Código Civil Federal (“FederalCivil Code”), any Person acquiring Shares in violation to the terms ofArticle Eleventh of these Corporate Bylaws, shall be obligated to pay to theCompany, as penalty, an 

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amount equal tothe Market Value of the entirety of the Shares such party had purchased withoutobtaining the approval referred to in said Article of these Corporate Bylaws orthe Market Value of the shares representing 5% (five percent) of the capitalstock, whichever is greater.  In theevent of gratuitous transfers of Shares made in violation to the terms ofArticle Eleventh hereof, the amount payable as penalty shall be of an amountequal to the Market Value of the Shares subject matter of the transfer or theMarket Value of shares representing 5% (five percent) of the capital stock,whichever is greater.

The term “MarketValue” means and/or be understood as the quoted value on closing of operationsof the Mexican Stock Exchange on the day of the transaction in which thepercentage of shares requiring approval according to said Article had beenexceeded.

# **MANAGEMENTAND DIRECTION**

**ARTICLETHIRTEENTH. THE MANAGEMENT OF THE COMPANY.** The Company’sManagement shall be entrusted to a Board of Directors and a Chief ExecutiveOfficer, whom shall have the authorities and attributions established in theseBylaws and the applicable legal regulations.

**ARTICLEFOURTEENTH. INTEGRATION OF THE BOARD OF DIRECTORS**. The Boardof Directors shall be composed of at least 5 (five) and not more than 21(twenty one) Proprietary Directors, as determined by the Shareholders’ Meeting,of which at least 25% of the members shall be Independent Directors. EachProprietary Director will have an appointed corresponding Alternate, in theunderstanding that the Alternate Directors of such Proprietary IndependentDirectors must also meet the same requirements. In the same manner, the Boardof Directors or the General Shareholders’ Meeting shall appoint a Secretarythat will not be a part of said corporate entity who shall be subject to theobligations and responsibilities imposed to said officers by applicable legalregulations.

Directors shallremain in office for a year with a possibility of reelection. Directors shallremain in office even though their term for which they were designated hadconcluded or due to their resignation, for up to 30 (thirty) calendar days, ifno designation of their substitute has been made, or when the substitute hasnot taken office, without being subject to the dispositions of Article 154 ofthe Mexican Corporate Law. In the absence of any of the Directors, and providedno Alternate Director has been designated, the Board of Directors may designateProvisional Directors without the intervention of the Shareholders’ Meeting,whom shall ratify the referred appointment or designate other alternateDirectors in the Shareholders Meeting following such event.

Anyone who hasserved as external auditor of the Company or of any of the corporate entitiesintegrating the business group or consortium to which the Company belongs, maynot be Director of the Company during the 12 (twelve) months immediately presidingthe date of their appointment. In the same manner, such persons whose positionsas Directors had been revoked may not serve as Directors of the Company duringthe 12 (twelve month) period following the date their positions were revoked.

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Independent Directorsshall be those Directors that comply with the independence requirementsestablished by the Mexican Securities Law and other applicable legalregulations for the Company.

The GeneralShareholders’ Meeting designating or ratifying the Directors, or in its case,the one informing or disclosing such designations or ratifications shallqualify the independence of Independent Directors whom shall be elected bytheir experience, capacity and professional prestige, considering also thataccording to their characteristics they are able to perform their dutieswithout any conflict of interest and without being subject to personal,patrimonial or economic interests.

IndependentDirectors that during their office term cease to have such character shouldinform the Board of Directors not later than the date following the BoardMeeting carried out after said requirements cease to exist.

**ARTICLEFIFTEENTH. COMPENSATION OF DIRECTORS.**Upon taking office,****the Members of the Board of Directors shall receive thecompensation indicated by the General Shareholders’ Meeting. In the samemanner, the Meeting may set forth additional compensation for the members ofthe Committees of the Board of Directors.

**ARTICLESIXTEENTH. CHAIRMAN OF THE BOARD OF DIRECTORS**. The GeneralShareholders’ Meeting, upon designating the members of the Board of Directorsor the Board itself in its first meeting immediately following saidShareholders’ Meeting, shall designate one of its members to act as Chairman.

The Chairman ofthe Board of Directors shall be, due to such designation, the representative ofsaid Board and shall have authority to execute the resolutions of the Board ofDirectors, without the need of a special resolution of any sort. To exert hisauthority as Chairman of the Board of Directors, he shall have the powers ofattorney enumerated in sections I to V of Article Eighteenth of these CorporateBylaws.

In the samemanner, the Chairman of the Board of Directors shall propose said Board or saidShareholders’ Meeting, the members that shall integrate the CorporateGovernance and the Audit Committees, as it corresponds.

**ARTICLESEVENTEENTH. MEETINGS OF THE BOARD OF DIRECTORS**. The Board ofDirectors must meet at least 4 (four) times during each fiscal year.

The Chairman ofthe Board of Directors or the Chairman of the Corporate Governance and AuditCommittees, as well as 25% (twenty five percent) of the Company’s Directors mayconvene a Board Meeting and insert in the agenda the issues they deemconvenient.

The notices forthe Meetings of the Board of Directors should be sent to Directors by email,regular mail, fax, or by any other communication means, to the last addressthat said Directors had informed to the Company, at least 5 (five) working daysprior to the date of the Meeting.

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The Company’sExternal Auditor may be convened to the Meetings of the Board of Directors, tobe heard but without voting rights, refraining to attend such issues relevantto the agenda where auditor has a conflict of interest or that may compromisehis independence

In the samemanner, the Chief Executive Officer and any other Company’s senior officers maybe convened to the Meetings of the Board of Directors, but without votingrights.

The validity ofthe Meetings of the Board of Directors requires the attendance of the majorityof its members.  The meetings of theBoard of Directors shall be presided by its Chairman. If the Chairman is notpresent at the meeting, it shall be presided by its corresponding alternate andin absence of both, by the Board member designated by the majority of theremaining members of this Board.  In thesame manner, the person that has been designated as such by the Board ofDirectors or by the Shareholders’ Meeting shall act as Secretary. If absent, heshall be substituted by the Alternate Secretary and in the absence of both, bythe person designated therein by the majority of votes of the Directors.

The Board ofDirectors shall adopt its resolutions through the majority of the votes of theattending members. The Chairman of the Board shall have the tie breaking votein case of a tie.  The minutes of eachmeeting of the Board of Directors shall be registered in the relevant Book andshall be signed by the Chairman and by the Secretary.

Resolutions takenoutside the meeting of the Board of Directors by unanimous vote of its membersshall have, for all legal effects, the same validity as if they were adopted ina Board meeting, provided that they are confirmed in writing.

In the samemanner, any Director may postpone a Board meeting when said Director had notbeen convened for such meeting or if the notice was not made in time or, in itscase, if the Director did not receive the information delivered to the otherDirectors.  Said postponement shall befor up to 3 (three) calendar days, being the Board of Directors being able tomeet without the need of a new notice, provided the deficiency has beenremedied.

**ARTICLE  EIGHTEENTH. AUTHORITIES OF THE BOARD OF DIRECTORS.** The Board of Directors shall have all theauthority to manage and administrate the Company, pursuant to the provisions ofthese Corporate Bylaws and of the applicable legal regulations, in the samemanner, the Board may establish the measures, procedures and other actionsdeemed necessary or convenient in order to comply with the legal dispositionsbinding the Company, being able to perform all actions that directly orindirectly are related to the corporate object, in which case the Board shallhave:

I. GENERALPOWER FOR COLLECTION AND LITIGATION, with all the general and specialpowers requiring special power or special clause, without any limitationwhatsoever, with the ampleness of the first paragraph of Article 2554 and ofArticle 2587 of the Federal Civil Code and the corresponding Articles in theCivil Codes of all States of the Mexican Republic, including, but not limitedto the authority to promote and dismiss any legal action including the “amparo”proceeding, to settle or compromise or subject to any arbitration proceedingsthe Company’s rights and legal proceeding, accept reductions of amounts due andgrant additional time for compliance, intervene as a bidder in auctions,formulate and present questionnaires, to file complaints and accusations forany felony directly or indirectly committed in detriment of the Company, aswell as granting pardons, to recuse judges,

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magistrates or anyother public servant, jurisdictional body or Labor Board in individual orcollective matters, and in general, to represent the Company in any and alladministrative or judicial disputes before any and all authorities and beforeany individuals.

II.- GENERALPOWER OF ATTORNEY FOR ACTS OF ADMINISTRATION, being empowered to enter intoany kind of agreements, contracts or any other legal acts, whether civil,mercantile, administrative or of any other nature, pursuant to the terms of thesecond paragraph of Article 2554 and Article 2587 of the Federal Civil Code andthe correlative Articles in the Civil Codes of the States of the MexicanRepublic.

III.- GUARANTEEAND SURETYSHIP POWER OF  ATTORNEY,pursuant to the terms of Articles 9 and 85 of the General Law of NegotiableInstruments and Credit Operations, being empowered to grant, accept, draw,subscribe, issue, endorse, guarantee and negotiate in any manner, all kinds ofcontracts and credit instruments on behalf of the Company.

IV.- GENERAL POWEROF ATTORNEY FOR ACTS OF OWNERSHIP, being empowered to sell, mortgage,pledge, or put in a in trust, and in general dispose of and encumber in anymanner and under any legal title, the assets of the Company, both those thatconstitute Fixed Assets as well as the Current Assets, with all legalauthorities of ownership pursuant to the terms of the third paragraph ofArticle 2554 of the Federal Civil Code and the correlative Articles in theCivil Codes of the States of the Mexican Republic.

V.- Regarding theaforementioned Powers, the Board of Directors shall have the right to delegatethem and grant General or Special Powers of Attorney and to revoke thosepreviously granted.

**ARTICLENINETEENTH.  DUTIES OF THE BOARD OFDIRECTORS.** The Board of Directors shall have the followingresponsibilities:

I. To set generalstrategies for the conduction of the business of the Company and the ones ofthe corporate entities controlled by said Company.

II. To oversee theperformance and conduction of business of the Company and of the corporateentities controlled by said Company, considering the relevance that thesecorporate entities have in the Company’s legal, administrative and financialsituation, as the performance of the senior officers.

III. To approve, afterobtaining the opinion of the corresponding Committee:

a)                                     thepolicies and guidelines for the use or enjoyment of the Company’s assets and ofthe corporate entities controlled by the same, by any related party;

b)                                    everyindividual transaction entered into by the Company with a related party, orcorporate entities controlled by said Company.

No approval from the Board of Directors shall berequired for any of the transactions indicated bellow, provided that theyconform to the policies and guidelines approved by the Board of Directors tothat effect:

1.            Transactions whichamount are not relevant for the Company or for the corporate entitiescontrolled by the same.

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2.              Transactionsexecuted between the Company and the corporate entities controlled by the sameor those where the Company has a significant influence or between any of thesecorporate entities, provided that:

(i)                                  theyfall under their ordinary or habitual course of business

(ii)                               theyare deemed as done within price market or supported by assessments made byspecialized external agents.

3.              Transactions carriedout with employees provided these are under the same conditions as with anyother client or as a result from labor benefits of general nature.

c)                                     Transactionsexecuted either simultaneously or consecutively, that due to theircharacteristics may be considered as one sole transaction intended to beperformed by the Company or by the corporate entities controlled by the samewithin the term of a fiscal year, when they are unusual or non-habitual or thatits amount represent, based upon figures corresponding to the previous approvedtrimester, on any of the following assumptions:

1.              The purchase or saleof property which value is greater than or equal to 5% (five percent) of theCompany’s consolidated assets.

2.              The granting ofwarranties or taking on debt for an amount greater than or equal to 5% (fivepercent) of the Company’s consolidated assets.

Debt security or banking instruments investments areexcluded therefrom, provided they are carried out pursuant to the policiesapproved by the Board of Directors for said effect.

d)                                    Appointment,election, and in its case, destitution of the Chief Executive Officer of theCompany and his integral compensation, as the designation of integralcompensation policies for all other senior officers.

e)                                     Policiesto grant muttums, loans or any other kind of credits or guaranties to anyrelated party.

f)                                       Dispensationsgranted to allow Directors, senior officers or persons with managing power totake business opportunities favorable to them or to any third parties, thatcorrespond to the Company or to the corporate entities controlled by the sameor over which the Company has a significant influence.

g)                                    Internalcontrol and internal audit guidelines of the Company and of the corporateentities controlled by the same.

h)                                    Company’saccounting policies conforming to the accounting principles accepted or issuedby the Mexican Banking and Securities Commission through general dispositions.

i)                                        Company’sfinancial statements.

j)                                        Thehiring of the firm providing external audit services and, in its case, anyservices additional or supplemental to the external audit.

When the determinationsof the Board of Directors are not according with the opinions furnished by thecorresponding Committee, said Committee should instruct the Chief ExecutiveOfficer to reveal such circumstance to the investor public through the stockmarket where the Company’s shares or where the credit instruments representingsaid shares are traded, conforming to the terms and conditions established bythe internal regulations of said stock market.

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IV. To submitbefore the General Shareholders’ Meeting held at the closing of the fiscalyear:

a)                                     Thereports referred to in Article 43 of the Mexican Securities Law.

b)                                    Thereport prepared by the Chief Executive Officer pursuant to the provisions ofSection XI of Article 44 of the aforementioned Law, along with the opinion ofthe external auditor.

c)                                     Theopinion issued by the Board of Directors over the contents of the ChiefExecutive Officer’s report referred to in the previous section.

d)                                    Thereport referred to in section b) of Article 172 of the Mexican Corporate Lawcontaining the main policies, accounting principles and information criteria,considered to prepare the financial report.

e)                                     Thereport regarding any transaction and activity where the Company had intervened,pursuant to the provisions of the Mexican Securities Law.

V. To follow upthe main risks encountered by the Company and by the corporate entities controlledby the same, identified by the information submitted by the Committees, theChief Executive Officer and the firm providing the external auditing services,as well as the accounting systems, internal control, and internal auditing,registration, files or information, both regarding the Company as the corporateentities controlled by the same, which may be carried out through the Committeeexercising such auditing duties.

VI. To approve theinformation and communication policies with shareholders and the market, aswell as with the Directors and senior officers to comply with the provisionshereof.

VII. To determinethe relevant actions to remedy any known irregularity and to implement thecorresponding corrective measures.

VIII. To establishthe terms and conditions to be followed by the Chief Executive Officer whileexerting any authority derived from the power of attorney for acts ofownership.

IX. To instructthe Chief Executive Officer, to reveal to the investor public, any relevantinformation when known.

X.   Any other responsibilities set forth by theMexican Securities Law, by any other applicable legal regulations, or providedby these Bylaws.

**ARTICLETWENTIETH. DUTIES OF THE DIRECTORS**. The members of the Boardof Directors, and in its case, the Secretary of the Board of Directors, whenexerting their duties and authorities, shall comply with the duty of diligenceand loyalty before the Company and the corporate entities controlled by saidCompany or those where the Company has a significant influence according to theterms of the Mexican Securities Law.

**ARTICLETWENTY-FIRST. LIABILITIES OF THE DIRECTORS.** Members of theBoard of Directors failing to comply with duty of diligence and loyalty, and/orthose incurring in illegal acts, actions or omissions, pursuant to the terms ofthe Mexican Securities Law, shall be jointly liable for any damages caused tothe Company and to the corporate entities controlled by said Company or tothose where the Company has a significant influence. Directors found guilty ofincurring in illegal acts, actions or omissions, and/or those who fail tocomply with loyalty duties pursuant to the terms of the Mexican Securities Lawshall be removed from their offices.

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Liability fordamages caused to the Company or to the corporate entities controlled by saidCompany or to those companies where the Company has a significant influenceincurred by the members of the Board of Directors caused by breaches to theirduty of diligence may be limited by the terms and conditions determined by theGeneral Shareholders’ Meeting unless arising from willful misconduct, bad faithor illegal acts according to applicable legal regulations.

In the samemanner, the Company may settle payment for indemnifications and may purchase,in favor of the members of the Board, insurance policies, surety bonds or bailscovering the indemnification amount for damages caused by their performance tothe Company or to the corporate entities controlled by said Company or to thosewhere the Company has a significant influence, exception made for those actsarising from willful misconduct or made in bad faith, or that are illegalaccording to the corresponding applicable legal regulations, in which case, itshall be not legal to stipulate said indemnifications or contracting insurancepolicies, surety bonds or  bail bondspayable to them.

The Company,however, may never agree to any benefits or exemption clauses that limit,release from, substitute or compensate the obligations for the liabilityderived from the breach of their duty of loyalty or illegal acts, actions oromissions, nor shall contract in favor of any person whatsoever, insurancepolicies, surety bonds or bails covering the indemnification amount for anydamages caused thereof.

Toguarantee their performance, and only upon request of the General Shareholders’Meeting, proprietary and alternate Directors, members of the Audit Committeeand members of the Corporate Governance Committee shall deposit in the treasuryof the Company the amount in Mexican currency determined by said Meeting orthey shall contract a surety bond for said amount, payable to the Company whentaking office. The deposit or bond may not be withdrawn until the performanceof the relevant Director or Directors has been approved by the GeneralShareholders’ Meeting of the Company. In absence of the express indication fromthe General Shareholders’ Meeting, it shall be understood that the Meeting hasreleased the board members of the Company from guaranteeing their performancetherein.

**ARTICLETWENTY-SECOND. CIVIL LIABILITY SUIT.**  Liability derived from the acts referred toin Articles Twenty-First and Twenty-Eighth hereof shall be, exclusively, infavor of the Company or in favor of the corporate entities controlled by saidCompany or in favor of those companies where the Company has a significantinfluence enduring the patrimonial damage. The liability suit may be exerted: (i) by the Company, or (ii) by theCompany’s shareholders that jointly or individually are holders of 5% (fivepercent) or more of the shares representing the capital stock of the Company.

Plaintiff maysettle by trial, the indemnity amount for damages, provided, however, plaintiffpreviously submits the terms and conditions of the corresponding settlement tobe approved by the Company’s Board of Directors.  Lack of said formality shall cause relativenullity.

The exertion ofthe suits, referred to in this Article shall not be bound to the compliance ofthe requisites established in Articles 161 and 163 of the Mexican CorporateLaw.  But said suit should comprise thetotal amount of liabilities in favor of the 

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Company or infavor of the corporate entities controlled by said Company or in favor of thosecompanies where the Company has a significant influence and not only plaintiffs’personal interests.

**ARTICLETWENTY-THIRD. LIABILITY EXEMPTIONS.**Without affecting theprovisions of the previous Article Twenty-Second, Directors shall not jointlyor individually incur in any liability for damages caused to the Company or tocorporate entities controlled by the Company or to those companies where theCompany has significant influence, derived from the suits exerted by the same,nor over the decisions adopted by them when, while acting in good faith, any ofthe following liability exemptions occur:

I.  While complying with the provisions that theMexican Securities Law or these Bylaws establish to approve the issues to beresolved by the Board of Directors or in its case by the Committees to whichthey belong.

II. While adoptingresolutions or voting in the Board meetings or, in its case, in the meetings ofthe Committees to which they belong, based upon the information furnished bythe senior officers, by the corporate entity rendering the external auditservices or the independent experts, whose capacity and credibility imply noreasonable doubt.

III. When, to thebest of their ability, they have chosen the best alternative or when negativepatrimonial effects have not been foreseeable, in both cases, considering theinformation available at the moment;

IV. Whilefollowing the resolutions of the Shareholders’ Meeting as long as they are notin violation of applicable legal regulations.

**ARTICLETWENTY-FOURTH. COMMITTEES OF THE BOARD OF DIRECTORS.**  For the performance of their duties the Boardof Directors, shall be assisted by an Audit Committee and by a CorporateGovernance Committee.  Said Committeesshall be exclusively integrated by Independent Directors and by a minimum of 3(three) members, designated by the Board of Directors proposed by the Chairmanof the Board of Directors.

Notwithstandingthe foregoing, the Chairman of said Committees shall be exclusively designatedand/or removed from office by the General Shareholders’ Meeting and they maynot preside the Company’s Board of Directors. Independent Board Members designated to integrate any of theaforementioned Committees may be, in turn, designated to some other Company’sCommittee. In the same manner, the Board of Directors may create otherCommittees different from the aforementioned ones to care for and/or follow-upspecific issues for the establishment of policies or for other specifiedpurposes granting said Committees with the authorities that the Board ofDirectors deems convenient. The Company may provide the necessary funds for theperformance of the tasks of each Committee.

In case theminimum number of members of the Audit Committee are not present, for anyreason, and the Board of Directors has not appointed provisional Directors, anyshareholder may request from the Chairman of the Board of Directors to convenea General Shareholders’ Meeting to make the corresponding designations pursuantto the terms established by the Mexican Securities Law.

**ARTICLETWENTY-FIFTH.  MEETINGS OF THE CORPORATEGOVERNANCE AND AUDIT COMMITTEES. **TheAudit and the Corporate Governance Committees should meet as many times as itis necessary to comply with the obligations and authorities indicated in theseBylaws and in the applicable legal regulations.

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The Chairman ofthe Board of Directors, any of the members of the Corporate Governance andAudit Committees, the Secretary of the Board of Directors, the Secretary of anyof these Committees the Chief Executive Officer, as well as 25% (twenty fivepercent) of the Directors of the Company, may convene a meeting of any of theCorporate Governance and Audit Committees and insert in the agenda any issuesthey deem pertinent.

The notices forthe meetings of the Corporate Governance and Audit Committees should be sent tothe Directors integrating the same, by e-mail, regular mail, fax, or by anyother communication means, to the last address registered by the same in theCompany, at least 5 (five) working days prior to the date of the meeting. TheCompany’s External Auditor, Chief Executive Officer and other senior officersand employees of the Company may be invited thereto.

The meetings ofthe Committees shall only be valid with the attendance of the majority of itsmembers. In the same manner, their resolutions shall be taken by the majorityof the attending members.

The resolutionsunanimously adopted by the members of any Committee without a meeting shallhave, for all legal effects, the same authority as if they had been adopted ina meeting, provided they are confirmed in writing. The minutes of each meetingof the Committees shall be recorded in the relevant Book and they shall besigned by the Chairman and the Secretary.

**ARTICLETWENTY-SIXTH. SURVEILLANCE OF THE COMPANY.**The Board ofDirectors, through the Corporate Governance Committee and the Audit Committeeas well as through the firm performing the external audit of the Company, shallbe in charge of the surveillance of the Company and of the corporate entitiescontrolled by the same, considering the influence the latter have in the, legal,administrative and financial situation of the first one.

Additionally tothe powers of attorney, duties and liabilities indicated in the applicablelegal regulations, the Corporate Governance Committee and the Audit Committeeshall be in charge of developing the following activities, as it maycorrespond:

I. The CorporateGovernance Committee shall:

a) render anopinion to the Board of Directors over the issues corresponding to saidCommittee, pursuant to the Mexican Securities Law;

b) request theopinion of independent experts, when deemed convenient, for the adequateperformance of their duties or as required by law;

c) conveneshareholders meetings and include issues they deem pertinent in the agendathereof;

d) support theBoard of Directors when making the annual reports of the corresponding fiscalyear  to be submitted to the GeneralShareholders’ Meeting.

e) any otheractivity established for the Company by the Mexican Securities Law and otherlegal applicable regulations or provided by these Bylaws.

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II. The AuditCommittee shall:

a) render anopinion to the Board of Directors over the issues corresponding to saidCommittee, pursuant to the Mexican Securities Law;

b) assess theperformance of the firm providing the external audit services as well asanalyze the opinions, reports or documents made and signed by the externalauditor. For that effect, the Committee may require the attendance of thementioned auditor when deemed convenient without affecting auditor’s obligationto meet with said Committee at least once a year;

c) discuss thefinancial statements of the Company with the persons responsible for making andrevising the same, and based upon said financial statements, recommend itsapproval to the Board of Directors;

d) inform theBoard of Directors of the condition and status of the internal controls andinternal auditing systems of the Company or of the corporate entitiescontrolled by the Company, including any irregularities detected therein;

e) prepare theopinion of the report rendered by the Chief Executive Officer and submit thesame to the consideration of the Board of Directors to be presented thereafterbefore the Shareholders’ Meeting supported by the opinion of the externalauditor. Said opinion should indicate at least:

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

2. If said policies and criteria had been consistentlyapplied in the information presented by the Chief Executive Officer.

3. If, as a consequence of the previous sections 1 and2, the information presented by the Chief Executive Officer reflects, in areasonable manner, the financial situation and the profit and losses of theCompany.

f) support theBoard of Directors in the preparation of the reports referred to in paragraphsd) and e) of Section IV of Article 28 of the Mexican Securities Law;

g) oversee thatthe operations referred to in Section III of Article 28 and Article 47 of theMexican Securities Law be carried out conforming to the relevant provisionscontained therein;

h) request theopinion of independent experts when deemed convenient for the adequateperformance of their duties or as required by law;

i) require fromthe senior officers and from other employees of the Company or of the corporateentities controlled by the Company, reports relevant to the preparation of thefinancial information and of any other kind deemed necessary for theperformance of their duties;

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j) investigatepossible breaches known to them, both committed by the Company or by thecorporate entities controlled by said Company, examining the documents,register books and other probative evidence in the degree and scope necessaryto carry out such surveillance;

k) receive anyobservation made by shareholders, Directors, senior officers, employees, and ingeneral, any third parties, regarding the issues referred to in the previousparagraph, as well as to carry out the actions deemed appropriate relevant tosuch observations;

l) requestperiodical meetings with senior officers as well as surrendering any kind ofinformation in connection with the internal control and internal audit of theCompany to corporate entities controlled by the same;

m) inform theBoard of Directors about the material irregularities detected while exertingtheir duties, and in its case, notify the corrective measures thereof;

n) conveneShareholders’ Meetings and request that the issues they deem convenient beinserted in the agenda of said Meetings;

o) oversee thatthe Chief Executive Officer complies with the resolutions taken by theShareholders’ Meetings and by the Board of Directors;

p) oversee theestablishment of internal controls and mechanisms in order to verify that theactions and transactions of the Company, and of the corporate entitiescontrolled by said Company, conform to the legal applicable regulations.

q) any otheractivity established for the Company by the Mexican Securities Law and otherlegal applicable regulations or provided by these Bylaws.

In the samemanner, the Chairman of the Corporate Governance and Audit Committees mustprepare an annual report about the activities corresponding to said bodies andsubmit the same to the Board of Directors complying with the requirementsestablished by applicable legal regulations. To prepare said reports, as wellas the opinions referred to in this Article, the Corporate Governance and AuditCommittees shall consider the opinions of the senior officers of the Company.In case there is a difference of opinions with the latter, said differencesshall be incorporated into said reports and/or opinions.

The Company shallnot be subject to the provisions of section V of Article 91 of the MexicanCorporate Law, nor shall be applicable Articles 164 to 171, last paragraph ofArticle 172, 173 and 176 and other Articles related to the statutory auditor ofthe Company provided by the mentioned Law.

**ARTICLETWENTY-SEVENTH. CHIEF EXECUTIVE OFFICER.** The Chief ExecutiveOfficer shall be in charge of running, conducting and executing the Company’sbusiness and the ones of the corporate entities controlled by the same,pursuant to this Article, complying with the strategies, policies andguidelines approved by the Board of Directors.

To comply with hisduties, the Chief Executive Officer shall have the most ample power of attorneyto represent the Company for acts of administration and for collection andlitigation, including the special powers of attorney that according to law,require a special clause, in the 

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same termsindicated in Article Eighteenth hereof. The Chief Executive Officer shall nothave a power of attorney for acts of ownership except when this power isexpressly granted or delegated by the Board of Directors of the Company or byany person holding a power of attorney or authorized to do so.

Without limitingthe foregoing, the Chief Executive Officer shall:

I. Submit, for theapproval of the Board of Directors, the business strategies of the Company andof the corporate entities controlled by the same, pursuant to the informationrendered by said corporate entities.

II. Carry out theresolutions of the Shareholders’ Meetings and of the Board of Directorsaccording, in its case, to the instructions given by the same Board.

III. Propose tothe Audit Committee, the internal control system and internal audit guidelinesof the Company and of the corporate entities controlled by the same, as well asexecute the guidelines approved thereof by the Board of Directors.

IV. Subscribewithin his scope, any information relevant to the Company along with the seniorofficers in charge of preparing the same.

V. Disclose therelevant information and events that should be disclosed to the public,conforming to the provisions of the Mexican Securities Law.

VI. Comply withthe provisions relevant to the purchase and placement transactions of Company’sown shares of stock.

VII. Exert, eitherpersonally or through an authorized delegate, within the scope of the ChiefExecutive Officer or as directed by the Board of Directors, the correspondingcorrective measures and liability suits.

VIII. Oversight,in its case, that the capital contributions made by the shareholders arecarried out.

IX. Comply withthe legal and statutory requisites established regarding dividends paid toshareholders.

X. Assure thatadequate accounting, registry and information systems are maintained by theCompany.

XI. Prepare andsubmit to the Board of Directors the report referred to in Article 172 of theMexican Corporate Law, exception made for the provisions of section (b) of saidprecept.

XII. Establishmechanisms and internal controls permitting to certify that the actions andtransactions of the Company and of the corporate entities controlled by thesame conform to the applicable regulations, and take any necessary measuresthereof.

XIII. Exert theliability suits referred to in the Mexican Securities Law and in ArticleTwenty-Second hereof, against related parties or third parties that allegedlyhad caused a damage to 

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the Company or tothe corporate entities controlled by the same or to companies where saidCompany has a significant influence, exception made for the cases when theBoard of Directors, after having obtained the approval from the AuditCommittee, determines that the damages caused are not relevant.

XIV. Provideanything necessary to comply with the provisions of Article 31 of the MexicanSecurities Law in the corporate entities controlled by the Company.

The ChiefExecutive Officer shall carry out his duties and activities, as well as complywith the obligations set forth by applicable legal regulations assisted by thesenior officers designated thereof and by any other employee of the Company orof the corporate entities controlled by the same.

**ARTICLETWENTY-EIGHTH. LIABILITY OF THE CHIEF EXECUTIVE OFFICER AND OTHER SENIOROFFICERS.**The Chief Executive Officer and other seniorofficers shall perform their duties intending to generate value in benefit ofthe Company and without favoring any determined shareholder or group ofshareholders. To that effect, they shall act diligently adopting educateddecisions and complying with other duties that are to be imposed to them, andtherefore, they shall be liable for the damages derived from the performance oftheir corresponding duties. In the same manner, the liabilities for damages setforth in Article 46 of the Mexican Securities Law, shall be applicable, as wellas the liability exemptions and limits referred to in Articles 33 and 40 of thesame Mexican Securities Law.

**GENERALSHAREHOLDERS MEETINGS**

**ARTICLETWENTY-NINTH. MEETINGS.**The General Shareholders’ Meetingconvened pursuant to the provisions hereof, is the outmost body of the Company.

The GeneralShareholders’ Meetings shall be Ordinary or Extraordinary. ExtraordinaryMeetings shall be the ones convened to deal with any of the issues included inArticle 182 of the Mexican Corporate Law or, or that according to theapplicable legal regulations, should have such character; all other meetingsshall be Ordinary Meetings.

**ARTICLETHIRTIETH. GENERAL ORDINARY MEETINGS**. General OrdinaryShareholders’ Meetings shall be held at least once a year within the 4 (four)month period following the closing of each fiscal year. When said annualMeeting is held, besides other specific issues of the agenda, said AnnualMeeting shall: (i) discuss, revise, and in its case, approve the reports andopinions indicated in Section IV of Article 28 of the Mexican Securities Law;(ii) appoint the members of the Board of Directors, qualify the independence ofthe Directors proposed with such character and set their compensations, samewhich shall be included in the expenses of the relevant fiscal year; (iii)appoint the chairmen of the Corporate Governance Committee and the AuditCommittee; (iv) resolve the application of the fiscal year profits, and; (v)decide the maximum resource amount to be destined to repurchase Company’s ownshares.

In the same mannerit shall be a non delegable authority of the General Ordinary Shareholders’Meeting to approve the transactions intended by the Company or by the 

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corporate entitiescontrolled by the same when they represent 20% (twenty percent) or more of theconsolidated assets of the Company based upon the figures corresponding to theprevious closing quarter, notwithstanding their form of execution, whether thisbe simultaneously or successively, but that due to their nature be consideredas a sole operation.

**ARTICLETHIRTY-FIRST. SHAREHOLDERS’ RIGHTS.**

I. Shareholdersthat individually or jointly hold 5% (five percent) or more of the capitalstock may exert the liability suit provided by Article Twenty-Second hereof.

II. Shareholdersthat individually or jointly hold 10% (ten percent) of the capital stock of theCompany shall be entitled to:

a)              designate and revokein the General Shareholders’ Meeting, a member of the Board of Directors. Suchdesignation may only be revoked by other shareholders when the appointment ofall other Directors is revoked, in which case, the persons to be substitutedmay not be appointed with such character during the 12 (twelve) month periodfollowing the date of revocation;

b)             require from theChairman of the Board or from the Corporate Governance Committee and AuditCommittee, at any time, that a General Shareholders’ Meeting be convened,without the application of the percentage indicated in Article 184 of theMexican Corporate Law;

c)              request that thevoting of any issue over which they consider they are not sufficiently informedbe postponed for a maximum of 3 (three) calendar days, and for one time onlywithout the need of a new notice, without the application of the percentageindicated in Article 199 of the Mexican Corporate Law;

III. Shareholdersthat individually or jointly hold 20% (twenty percent) of the capital stock mayoppose in court the resolutions of the General Meetings where they have a rightto vote, without the application of the percentage indicated in Article 201 ofthe Mexican Corporate Law;

IV. In the samemanner, the Company’s shareholders shall have the following rights:

a)              have access, at theCompany’s offices, to the information and the documentation for every itemShareholders’ Meeting agenda, free from any charge, and at least 15 (fifteen)calendar days prior to the date of the Meeting.

b)             Prevent that thematters be discussed in the General Shareholders’ Meeting as “general matters”or its equivalent.

c)              Enter intoagreements with the other shareholders pursuant to the terms provided by theapplicable legal regulations. Such agreements should be notified to the Companywithin 5 (five) working days following their subscription, to be revealed tothe investor public through the stock market where the shares or certificatesrepresenting said shares are traded, pursuant to the terms and conditionsestablished by the same, being accessible to the public for consultation in theCompany’s offices. These agreements shall not be opposable to the Companyexcept in cases of judicial resolutions which breaching shall not affect thevalidity of the vote in Shareholders’ Meetings, but they may only effectivebetween the parties when they have been revealed to the investor public.

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**ARTICLETHIRTY-SECOND. NOTICES**. Shareholders’ Meetings may be convened by the Board of Directors, by theCorporate Governance Committee or by the Audit Committee, as the case may be.In the same manner, shareholders representing at least 10% (ten percent) of thecapital stock may require from the Chairman of the Board of Directors or fromthe Committees, in writing, at any time, to convene a General Shareholders’Meeting to discuss the issues specified in their request. Shareholders owningone share have the same right as any of the cases referred to in Article 185 ofthe Mexican Corporate Law. If the notice is not made within 15 (fifteen) daysfollowing the date of the request, a civil or a district judge of the domicileof the Company shall make such notice upon request from anyone of theinterested parties.

In absence of theminimum amount of members required for the Corporate Governance Committee andAudit Committees to convene, and only when the Board of Directors had not madethe appointment of provisional Directors and/or members of the Committees, anyshareholder may request from the Chairman of the Board of Directors to convene,within a term of 3 (three) calendar days, a General Shareholders’ Meeting sothat the latter makes the corresponding designations.

**ARTICLETHIRTY-THIRD. PUBLICATION OF NOTICES**. Meeting notices shouldbe published in the Federal Official Gazette or in a newspaper of majorcirculation of the Company’s domicile at least 15 (fifteen) calendar days priorto the date set for said Meeting. Notices shall contain the agenda and shall besigned by the person or persons making such notice. The General Shareholders’Meeting may be held without a previous notice if all the capital stock isrepresented therein at voting time.

**ARTICLETHIRTY-FOURTH. SHAREHOLDER’S PROXIES**. The Shareholders of theCompany may be represented in the Shareholders’ Meetings by the person orpersons designated by said shareholders by a simple proxy or by a power ofattorney given in the forms prepared by the Company, which forms shall be atthe disposal of shareholders through market brokers or through the Company, atleast 15 (fifteen) days prior to the date of each Meeting complying with thefollowing requisites: (i) notice shall indicate in a noticeable manner the nameof the Company as well as the corresponding agenda; (ii) it shall contain aspace to be filled with the instructions given by grantor to exert said powerof attorney. The Secretary of the Board of Directors should verify that theprovisions contained in this Article are observed and shall inform the GeneralShareholders’ Meeting of said compliance, evidencing the same in the relevantminute.

**ARTICLETHIRTY-FIFTH. DEVELOPMENT OF THE MEETINGS.** The Meetings shallbe presided by the Chairman of the Board of Directors and in his absence, byhis Alternate, and in the absence of the latter, by the person designated bythe majority of votes of the Shareholders. In the same manner, it shall serveas Secretary, the one designated as such by the Board of Directors and/or bythe Shareholders’ Meeting, and in his absence, he shall be substituted by theAlternate Secretary, and in absence of both, by the person designated by the Shareholdersby a majority of votes therein.

The Minutes of theMeetings shall be recorded in the relevant Book and shall be signed by theChairman and by the Secretary of the meeting.

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**ARTICLETHIRTY-SIXTH. QUORUM FOR THE GENERAL MEETINGS.**GeneralOrdinary Shareholders’ Meetings held by first notice shall be valid if at least50% (fifty percent) of the capital stock is represented therein and theirresolutions shall be valid when they are adopted by the assenting vote of themajority of the shares represented therein. In the Meetings, each common shareshall be entitled to one vote.

The ExtraordinaryShareholders’ Meetings held by first notice shall be valid if at least 75%(seventy five percent) of the capital stock is represented therein and theirresolutions shall be valid when they are adopted by the assenting vote ofshares representing at least 50% (fifty percent) of the capital stock.

Regarding OrdinaryMeetings, if the number of shares established in the previous Articles in thedate set forth for the first notice were not represented therein, this shallreconvene and said Meeting shall decide the issues contained in the agenda,notwithstanding the number of shares represented in the same. If it should be aExtraordinary Meeting it shall require, in all cases, the assenting vote of theshares representing at least 50% (fifty percent) of the capital stock.

**ARTICLETHIRTY-SEVENTH. RIGHT TO ATTEND MEETINGS.** In order to beentitled to attend to and vote in a Shareholders’ Meeting, all shareholdersshall previously deposit their share certificates with the Company’s Secretary,in any Mexican or Foreign Bank or any Securities Depository Institution, notlater than the day immediately preceding the date set forth for the Meeting.The deposit slip of the share will accredit the right to attend the Meetings.The Stock Ledger of the Company shall be closed, and therefore no recordingsshall be permitted the day prior to the date of the Meeting.

**FISCALYEARS, FINANCIAL INFORMATION, PROFITS AND LOSSES**

**ARTICLETHIRTY-EIGHTH. FISCAL YEARS.** Fiscal years shall coincide withcalendar years pursuant to the terms of Article  8-A of the MexicanCorporate Law.

**ARTICLETHIRTY-NINTH. ANNUAL REPORT.**The Company through its Board ofDirectors shall annually submit to the Shareholders’ Meeting held for theclosing of the fiscal year the following: (i) the report prepared by the ChiefExecutive Officer pursuant to the provisions of Section XI of Article 44 of theMexican Securities Law; (ii) the opinion of the Board of Directors over thecontents of the report prepared by the Chief Executive Officer; (iii) thereport provided in Article 172 of the General Law of Commercial Companies,containing the main policies, accounting principles and information criteriafollowed to prepare the financial information of the Company; (iv) the reportsof the Chairman of the Corporate Governance Committee and the Chairman of theAudit Committee, and (v) the report containing the transactions and activitieswhere the Company had intervened pursuant to the provisions of the MexicanSecurities Law.

Notwithstandingthe foregoing, the Board of Directors shall be free to submit any financialstatements referring to any date during the fiscal year and the Meeting mayapprove them for all legal effects thereof.

**ARTICLEFORTIETH. APPLICATION OF PROFITS AND LOSSES.**Net profitsshown in the Financial Statements approved in the Shareholders’ Meetings shallbe distributed as follows: 

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(i) 5% (fivepercent) to reconstitute the legal reserve fund until said fund reaches atleast 20% (twenty percent) of the capital stock; (ii) if it is so determined bythe Meeting it may designate the amounts deemed convenient to constitute acontingency fund, as well as special reserve funds, and; (iii) the remainingprofits, if any, shall be applied in the manner resolved by the GeneralOrdinary Shareholders’ Meeting.

Losses, if any,shall be supported primarily by the reserves, and in lack of these, by thecapital stock.

**ARTICLEFORTY-FIRST. DISTRIBUTION OF DIVIDENDS.** The Ordinary Shareholders’Meeting may declare a dividend payment throughout the fiscal year, in the form,term, and conditions agreed by said Meeting, complying with the legalrequirements and after making the corresponding legal reserves.

**DISSOLUTIONAND LIQUIDATION**

**ARTICLEFORTY-SECOND. DISSOLUTION.**The Company shall be dissolved inany of the events specified in Article 229 of the Mexican Commercial Law.

**ARTICLEFORTY-THIRD. LIQUIDATION.** Once the Company has been dissolvedit shall be liquidated. One or more liquidators appointed by the GeneralExtraordinary Shareholders’ Meeting shall be in charge of the Liquidation. Ifthe Meeting fails to appoint said liquidator, a Civil or District Judge, of thedomicile of the Company shall do so, upon petition of any of the shareholders.

**ARTICLEFORTY-FOURTH. BASIS FOR LIQUIDATION.** In absence of specificinstructions given by the Meeting to the Liquidators, Liquidation shall beperformed according to the following general basis:

I.                                         Conclusionof all pending businesses with the minimum damage to creditors andshareholders.

II.                                     Preparationof the General Balance Sheet and Inventory.

III.                                 Collectionof all Credits and payment of all debts.

IV.                                 Saleof all Company’s Assets and application of profits for the purpose of theLiquidation.

V.                                     Distributionof the remnant, if any, among the shareholders, in proportion to their shares.

**ARTICLEFORTY-FIFTH. APPLICATION OF LIQUIDATION REMNANT.** Once theLiquidation transactions are concluded, the Liquidator or Liquidators shallconvene a General Meeting to examine, during the same, the Liquidation AccountStatements, to render an opinion on said Statements, and resolve theapplication of the remnant, if any.

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**CANCELLATIONOF REGISTRATION AND CONFLICT RESOLUTION**

**ARTICLEFORTY-SIXTH. CANCELLATION OF REGISTRATION AT THE MEXICAN SECURITIES REGISTRY.**Cancellationof the registration of the Company’s shares in the Mexican Securities Registry,should be carried out within the prices, dates, terms, conditions andexceptions established by the Mexican Securities Law and other legalregulations applicable to the Company.

**ARTICLEFORTY-SEVENTH. DISPUTE RESOLUTION.** It is the will of theshareholders of the Company to expressly waive the judicial venue and submit toarbitration all controversies, issues, or incidence that should arise againstthe Company regarding these Bylaws. Said arbitration shall be of law and shallbe resolved by an arbitration court composed by 3 (three) arbiters. Each one ofthe parties shall be entitled to appoint an arbiter and both parties shallappoint a third arbiter. The arbitration shall be governed and controlled,regarding arbitration proceedings, by the relevant Articles of CommercialArbitration contained in the Código de Comercio (“Mexican Commerce Code”).

**ARTICLEFORTY-EIGHTH. HEADINGS.**All headings and titles contained ineach one of the Articles herein, are for convenience and reference only andthey will not affect, in any manner whatsoever, the interpretation of theseBylaws.

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