**Exhibit 2.2**

**BANCO NACIONAL DE MÉXICO, S.A.,**

**A MEMBER OF THE BANAMEX FINANCIAL GROUP**

**NON-REDEEMABLE ORDINARY PARTICIPATION CERTIFICATE**

**“CEMEX.CPO”**

 

**TOTAL NUMBER OF CERTIFICATES ISSUED**

[                    ][                                        ]NON-REDEEMABLE ORDINARY PARTICIPATION CERTIFICATES 

**VALUE OF THIS CERTIFICATE**

$[                    ][                                        PESOS[            ]/100 M.N.] 

**NOMINAL VALUE OF THE CERTIFICATES**

$[                    ][                                        PESOS[            ]/100 M.N.] per Certificate. 

The present Certificate is being issued to bedeposited in S.D. INDEVAL INSTITUCIÓN PARA EL DEPÓSITO DE VALORES, S.A. DE C.V., pursuant to and in accordance with the terms of article 282 of the Ley del Mercado de Valores, and represents[                    ][                                        ]Non-Redeemable Ordinary Participation Certificates “CEMEX.CPO” with a nominal value of $[                    ][                                    PESOS[                    ]/100 N.M.] per Certificate. 

This Certificate is being issued pursuant to the Trust Agreement number 111033-9 entered into by Banco Nacional de México, S.A., a member of theBanamex Financial Group, Trust Division, and CEMEX, Publicly Traded Stock Corporation with Variable Capital, dated as of September 6, 1999; pursuant to which the issuance of Ordinary Participation Certificates is authorized, with dueauthorization by the Comisión Nacional Bancaria y de Valores. 

These Certificates are being issued in the proportion of one Ordinary ParticipationCertificate per three (3) ordinary common shares representative of the capital stock of CEMEX, Publicly Traded Stock Corporation with Variable Capital, two (2) of which shares shall be Series “A” Shares and one (1) of which,shall be Series “B” Shares, which are held and form part of the Trust Agreement. 

**Holders Rights:** The Certificates grant to itsholders the right to a proportional share of the earnings which shall always be equal to the net dividend to be paid over the shares held in the Trust, and a proportional share of the net earnings of the sale of such shares at the moment of theTrust’s termination as described herein below. 

**Terms of the Trust:** The term of the Trust shall be thirty (30) years fromSeptember 6, 1999, its date of its execution. During the effectiveness of the Trust and the trust to be established pursuant to the terms set forth herein, the Trust’s patrimony shall remain affected by its original purposes; both trustsare irrevocable. Simultaneously to the date of termination of the Trust and with the participation of the Common Representative of the Ordinary Participation Certificate holders, an Irrevocable Trust shall be established with a financial institutionduly authorized in accordance with applicable legislation and subject to the terms and conditions that in due course shall be determined by the technical committee, an Irrevocable trust to whom the trustee shall deliver the shares that will form theassets of the trust, in the understanding that in the new trust to be incorporated, it shall contemplate the purposes, the term, rights and obligations that as of 

such dates are stipulated in the Original Trust. Accordingly, the trustee of the new trust shall proceed in accordance with the instructions of its technical committee to substitute the OrdinaryParticipation Certificates in circulation for the new Ordinary Participation Certificates to be issued by the Institution acting as trustee in the new trust to be incorporated. 

********Termination of the Trust:******** The trust may be terminated due to any of the events provided in Article 392 (threehundred ninety two) of the *******Ley General de Títulos y Operaciones de Crédito******* and that it is in accordance with the terms set forth in the Trust, in such case the Trustee, together with the CommonRepresentative of the Ordinary Participation Certificates, shall proceed in accordance with the terms set forth in Clause Fifth, J) and Eleventh of the Trust. The termination of the Trust is subject, in all cases, to Article 228t (two hundred twentyeight letter t) of the *******Ley General de Títulos y Operaciones de Crédito******* which literally states as follows: ********ARTICLE 228t:*****“The Trust that is the basis for an issuance,shall not be terminated as long as there shall be outstanding balances due to credits against the assets of the Trust, from certificates or from participation of investments or returns.”***

At the termination of the Trust the Trustee shall proceed as follows: (1) In respect of the beneficiaries of Mexican nationality, as defined in theTrust, the Trustee shall remove from circulation and cancel the Ordinary Participation Certificates, transferring in favor of such beneficiaries the proportionate share of the Trust assets attributable to them on a pro rata basis; (2) inrespect of the beneficiaries of foreign nationality and the beneficiaries of legal entities of Mexican nationality in whose capital stocks governments, persons or entities of foreign nationality can and do directly or indirectly participate, theTrustee shall remove from circulation and cancel the Ordinary Participation Certificates, (i) transferring in favor of such beneficiaries only the Series “B” shares (those with free circulation) that conform the assets of the Trust inproportion to the number of the Ordinary Participation Certificates held by them and (ii) in respect to the Series “A” Shares (those limited to Mexicans) which conform the assets of the Trust and proportionally to the number of theOrdinary Participation Certificates held by them, the Trustee shall deposit such shares in the Trust No. 771-7 referred to as “Neutral Investment Master Trust,” entered by Nacional Financiera, S.N.C. as Trustee, pursuant to the thengiven authorizations by the competent authorities, and it shall proceed to exchange the Ordinary Participation Certificates to be issued pursuant to such trust to the respective beneficiaries, through S.D. Indeval Institución para elDepósito de Valores, S.A. de C.V., pursuant to the terms of Clause Eleventh of the Trust; (3) The foregoing Sections (1) and (2) shall not be applicable to those cases in which such transfers involve the acquisition by a person(physical or legal entity) or a group of persons (physical or legal entities) related among themselves or jointly organized, of more than 2% (two percent) or more of the voting shares issued by CEMEX, S.A.B. de C.V., for purposes of the above, itshall be considered the already owned share participation of each group or group of persons, in which case, the Trustee shall be subject to the provisions of Article 7 (seven) and 10 (ten) of CEMEX, S.A.B. de C.V.’s bylaws. 

The present issuance was duly authorized by the Comisión Nacional Bancaria y de Valores, pursuant to Article 228-O of the Ley General de Títulosy Operaciones de Crédito. 

THIS ISSUANCE’S AGGREGATE VALUE AND THE NOMINAL VALUE OF THE CERTIFICATES ARE HEREBY ESTABLISHED EXCUSIVELY FORPURPOSES OF ARTICLES 228-L and 228-N OF THE LEY GENERAL DE TITULOS Y OPERACIONES DE CREDITO. THE ISSUER IS NOT OBLIGATED TO PAY TO THE HOLDERS THE NOMINAL VALUE OF THE CERTIFICATES, PURSUANT TO ARTICLE 228-K OF THE LEY GENERAL DE TITULOS YOPERACIONES DE CREDITO. 

The original issuance was made by the unilateral declaration of Banco Nacional de México, S.A., Trust Division, by theIndenture dated September 7, 1999 duly formalized in Public Deed number 26,322 given and witnessed by Attorney-at-Law Erick S. Pulliam Aburto, Public Notary No. 196 of the Mexican Federal District, of which a testimony was registered inthe Public Registry of Commerce of Mexico City, Mexico, D.F. under mercantile number 65126 on September 9, 1999. 

The Certificate holders’ rights are set forth in the Trust, upon which the issuance took place, theIndenture and in the present Certificate. 

The present Certificate was issued on September 7, 1999 and the last exchange was on[                    ], pursuant to the resolutions adopted at the Ordinary General Shareholders Meeting of CEMEX, S.A.B. de C.V. held on[                    ], for its deposit in S.D. Indeval Institución para el Depósito de Valores, S.A. de C.V., pursuant to the terms ofArticles 280, 283, 282 and those applicable of the Ley del Mercado de Valores and such Certificate will not be withdrawn from such institution. The holders of the Certificates shall demonstrate title of such Certificates and legitimize themselveswith the corresponding records delivered pursuant to Article 290 of such Ley del Mercado de Valores. 

[        Date        ] 

 

**TRUSTEE**

 
  
**COMMON REPRESENTATIVE OF**

**CERTIFICATE HOLDERS**

 
*Banco Nacional de México, S.A., Institución de Banca Múltiple, Grupo Financiero Banamex Accival, División Fiduciaria*  *Banco Mercantil del Norte, S.A., Institución de Banca Múltiple, Grupo Financiero Banorte, División Fiduciaria*