Exhibit
      1.1




**An
      English Translation of the Bylaws of Industrias Bachoco S.A.B. de C.V. dated
      June 29, 2007**




INDUSTRIAS
      BACHOCO, S.A.B. DE C.V.




CORPORATE
      BYLAWS




CHAPTER
      I




NAME,
      PURPOSE, DURATION, DOMICILE AND NATIONALITY




ARTICLE
      ONE. The name of the Company is “INDUSTRIAS BACHOCO”, and will be followed by
      the words “SOCIEDAD ANÓNIMA BURSÁTIL DE CAPITAL VARIABLE” or the abbreviation
      thereof “S.A.B. DE C.V.”.




ARTICLE
      TWO. The purpose of the Company will be to:




I.  Promote,
      create, organize, utilize, acquire and hold ownership interests in the capital
      or assets of all kinds of national or foreign business or civil entities,
      associations or companies, whether such are industrial or commercial entities,
      service providers or entities of any other kind, as well as to participate
      in
      the management or liquidation thereof.




II.  Acquire,
      under any legal title stock, interests, shares or ownership units of all kinds
      of business or civil entities, whether upon their incorporation or through
      subsequent acquisition, as well as transfer, dispose of and negotiate such
      stock, interests and ownership units, including any other type of securities;
      likewise, in accordance with the general provisions issued by the National
      Banking and Securities Commission and provided the shares of the Company are
      registered in the National Securities Registry, it may acquire shares
      representing the capital stock of the Company itself, subject to the provisions
      of these bylaws.




III.  Receive
      from other companies and persons, as well as render or provide to other
      companies and persons, any services that may be necessary to achieve its
      objectives or corporate purpose, such as the following services, among others:
      legal, administrative, financial, treasury, auditing, marketing, preparation
      of
      balances and budgets, preparation of programs and manuals, operation results
      analyses, evaluation of information on productivity and of possible financing,
      preparation of research on the availability of capital, technical assistance,
      consulting and advising services.




IV.  Under
      any
      legal title, obtain, acquire, develop, market, improve, utilize, grant and
      receive licenses on or dispose of all kinds of patents, trademarks, certificates
      of invention, trade names, utility models, industrial designs, industrial
      secrets and any other intellectual property rights, as well as copyrights,
      options thereover and preferential rights, both in Mexico and
      abroad.




V.  Obtain
      all kinds of loans or credits, issue debentures, bonds, commercial paper, stock
      certificates and any other negotiable instrument or equivalent instrument,
      with
      or without granting specific real property security through pledges, mortgages,
      trusts or under any other legal title; as well as granting any kind of financing
      or loans to civil or business entities, companies and institutions that have
      business relationships with the Company or in which the Company holds ownership
      interests, whether or not it receives specific real or personal property
      securities.




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VI.  Grant
      and
      receive all kinds of real and personal property securities and guarantees by
      endorsement of obligations or negotiable instruments of companies, associations
      and institutions in which the Company holds ownership interests or has any
      kind
      of participation, or with which the Company has business relationships, acting
      as guarantor and/or joint obligor and/or surety of such entities, or of any
      third party.




VII.  Sign,
      issue, draw and guarantee all kinds of negotiable instruments, as well as accept
      and endorse them.




VIII.  Carry
      out, supervise or contract, on its own account or through third parties, all
      kinds of constructions, edifications, real estate complexes, private
      developments, buildings or facilities for offices or
      establishments.




IX.  Carry
      out
      on its own account or through third parties training and development programs,
      as well as research work.




X.  Grant
      or
      take under lease or gratuitous bailment agreements; acquire, possess, barter
      or
      exchange, transfer, sell, dispose of or encumber the title to or possession
      of
      all kinds of real and personal property, as well as other real and personal
      rights pertaining thereto, that may be necessary or convenient for its corporate
      purpose or for the operations or purposes of the business or civil entities,
      associations or institutions in which the Company holds any ownership interests
      or participation of any kind.




XI.  Act
      as
      agent, mediator, representative, distributor or intermediary of any person
      or
      company.




XII.  Produce,
      transform, adapt, import, export, purchase and sell, under any title, machinery,
      parts, materials, raw materials, industrial products, goods and merchandise
      of
      any kind




XIII.  In
      general, execute and carry out all the actions, agreements or contracts and
      related, supplementary, ancillary or incidental operations that may be necessary
      or convenient to achieve the abovementioned purposes.




ARTICLE
      THREE. The duration of the Company is indefinite.




ARTICLE
      FOUR. The corporate domicile of the Company is Mexico City, Federal District.
      The Company may establish branches, agencies or offices in other places in
      the
      Mexican Republic or abroad, as well as voluntarily submit under any contract,
      agreement, act or covenant to the application of foreign laws or of the laws
      of
      any state of the Mexican Republic and to the respective jurisdictions of any
      courts, or to contractual domiciles in Mexico or abroad for the purpose of
      receiving all kinds of notices, service of process or judicial or non-judicial
      summons, appointing general or special representatives abroad for such purposes
      or for any other purpose, without any such actions implying a change of the
      corporate domicile.




ARTICLE
      FIVE. The nationality of the Company is Mexican. The current and future foreign
      shareholders or owners of the Company formally agree with the Foreign Affairs
      Ministry of the United Mexican States to consider themselves as Mexican
      nationals with respect to the stock of the Company they may acquire or hold,
      as
      well as with respect to the assets, rights, concessions, participations or
      interests which the Company may own or of the rights and obligations arising
      under the agreements that the Company executes with Mexican authorities.
      Consequently, the current or future foreign shareholders agree not to invoke
      the
      protection of their governments, under penalty of otherwise forfeiting in favor
      of the Mexican Nation the shares or ownership interests they may have acquired.


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CHAPTER
      II




CAPITAL
      STOCK AND SHARES




ARTICLE
      SIX. The capital stock is variable. The minimum fixed capital stock, without
      right of withdrawal is $150'000,000.00 Pesos National Currency (one hundred
      and
      fifty million pesos 00/100 national currency), represented by 600’000,000 (six
      hundred million) Class I nominative shares, without par value expression.




Class
      II
      nominative shares, without par value expression, will represent the variable
      portion of the capital, without right of withdrawal.




The
      shares representative of the capital stock, within each Class, may be divided
      into the following Series, in the terms established by the Shareholders Meeting
      that resolves the relevant issuing:




I.  Series
      “B”, which will be integrated by common or ordinary stock, with full voting
      rights, that may correspond both to Class I and Class II and that will represent
      at all times, 100% (one hundred percent) of the total common or ordinary stock
      with full voting rights and at least 75% (seventy five percent) of the total
      shares into which the capital stock is divided. At all times, at least 51%
      (fifty one percent) of such common or ordinary stock must be subscribed by
      individuals or entities that are considered Mexican investors pursuant to the
      Foreign Investment Law and, in any case, no more than 49% (forty nine percent)
      of such ordinary stock may be subscribed or acquired freely and indistinctively
      by Mexican or foreign investors;




II.  Series
      “L”, which will be integrated by restricted voting shares and other limited
      corporate rights, in the terms of these bylaws; such shares will not represent
      at any time more than 25% (twenty five percent) of the total shares into which
      the capital stock is divided, unless when dealing with restricted voting shares
      that may be converted into ordinary shares issued with the authorization of
      the
      National Securities and Banking Commission, in terms of article 54 of the
      Securities Market Law; such shares will be free subscription shares and
      consequently, may be acquired by Mexican and foreign investors.




The
      Shareholders’ Meeting that determines the issuing of restricted voting shares
      that may be converted into ordinary shares or the Meeting that modifies the
      characteristics of the outstanding stock, may establish the taking, periods,
      terms and conditions to make any conversion, as well as, if applicable, the
      characteristics for the identification thereof.




Series
      “L” shares, having limited voting and corporate rights will be considered
      neutral investment, which, with the prior authorization of the Ministry of
      the
      Economy, will not be computed for the purpose of determining the amount and
      proportion of the ownership of the capital stock by foreign investors, in terms
      of the provisions of articles 18 and 20 of the Foreign Investment
      Law.




The
      Company may issue unsubscribed shares of any series that integrate the capital
      stock. If such shares represent the variable capital, they will be kept in
      the
      Company Treasury and will be delivered when subscribed. Likewise, the Company
      may issue unsubscribed shares in the terms and conditions provided under article
      53 de la Securities Market Law.


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ARTICLE
      SEVEN. All shares, within their respective Series and Class, will confer equal
      rights and obligations to its holders. Within each Series and Class, each share
      will grant to its holder the same patrimonial or financial rights, for which
      all
      shares will have equal participation, without any distinction, in any dividend,
      amortization or distribution of any kind, in terms of these bylaws. With regard
      to the voting rights of the shares issued by the Company, the following will
      be
      observed:




I.  Each
      common and ordinary Series “B” share with full voting rights will confer the
      right to one vote at Shareholders’ Meetings.




II.  Series
      “L” shares will have restricted voting and limited corporate rights and each
      such Series “L” share will confer to its holder exclusively the following
      rights:




1.-  To
      attend
      and vote with one vote per share, solely and exclusively at the Special Meetings
      of such Series “L” shares.




2.-  To
      attend
      and vote with one vote per share, solely and exclusively, on pertinent matters,
      in the Extraordinary Shareholders’ Meetings held to address the following
      matters:


a.-  Transformation
      of the Company;




b.-  Merger
      with another company or companies if the Company is the merged entity;




c.-  Cancellation
      of the registration of the Company’s shares in the National Securities Registry
      and in other national or foreign stock exchanges where such shares are
      registered, except for the quoting systems or other markets not organized as
      stock exchanges;




d.-  Amendment
      to article Eleven of these bylaws, relative to the cancellation of the
      registration of the Company shares in the National Securities Registry;
      and




3.-  To
      appoint, substitute and revoke members of the Board of Directors as
      follows:




a.-  In
      terms
      of the provisions under Article 50 de la Securities Market Law, any minority
      of
      holders of Series “L” shares that represents at least 10% (ten percent) of the
      capital stock, represented by such series of shares, will have the right to
      appoint, substitute or revoke at least one principal member of the Board of
      Directors and the respective substitute of such member, who may only substitute
      the principal board member in question. This right must be exercised through
      written notice addressed to the President or Secretary of the Board of
      Directors, delivered at least 2 (two) business days prior to the date of the
      Ordinary Shareholders’ Meeting called to appoint, ratify or revoke appointments
      of the members of the Board of Directors. The designation of the members of
      the
      Board of Directors appointed by the shareholders referred in this paragraph
      may
      only be revoked when the appointment of all other members of the Board of
      Directors of the Company is also revoked.




b.-  If
      the
      minority Board members indicated above are not appointed, by virtue of the
      fact
      that the Series “L” cannot represent more than 25% (twenty five percent) of the
      capital stock, the Series “L” shares, by a resolution adopted in a Special
      Meeting, will have the right to appoint, substitute or revoke two principal
      Board members and their respective substitutes. Such appointment, substitution
      or revocation will be made by the majority vote of the Series “L” shares,
      represented at the corresponding Special Meeting and such resolution will be
      notified to the Ordinary Shareholders’ Meeting, in the terms agreed by the
      relevant Special Meeting.




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c.-  If
      one or
      both of the minority Board members indicated above are not appointed, by virtue
      of the fact that the Series “L” cannot represent more than 25% (twenty five
      percent) of the capital stock, the Series “L” shares, by resolution adopted in a
      Special Meeting, excluding both from the quorum to validly hold the meeting
      and
      from the quorum to adopt resolutions the Series “L” shares that may have
      exercised their minority right set forth in paragraph a. above, will have the
      right to appoint, substitute or revoke one principal Board member and the
      substitute thereof; such appointment, substitution or revocation will be made
      by
      the majority vote of the Series “L” shares represented at the corresponding
      Special Meeting, and such resolution will be notified to the Ordinary
      Shareholders’ Meeting in the terms agreed by the relevant Special Meeting.




4.-  Provided
      they have been released, Series “L” shares will have the same patrimonial and
      financial rights of the common or ordinary stock, including without limitation,
      the sharing of profits or dividends, participation in any amortization with
      distributable profits or in any other distribution and the preferential right
      to
      proportionally subscribe any new shares that may be issued, payable in cash
      or
      in kind, for the purpose of maintaining their respective percentage
      participation in the capital stock.




ARTICLE
      EIGHT. The Company may acquire shares representative of its own capital stock
      through the stock exchange, at the current market price (except in case of
      public offerings or auctions authorized by the National Banking and Securities
      Commission), in terms of Article 56 of the Securities Market Law, without
      applying the prohibition set forth in the first paragraph of Article 134 of
      the
      General Law of Business Entities, provided that, in addition to other
      requirements determined by the Securities Market Law:




I.  The
      purchase is made in any national stock exchange and is charged to the working
      capital, provided such stock is owned by the Company itself, or otherwise,
      to
      the capital stock in the event it is resolved to convert such shares into
      treasury shares, in which case a resolution of the Shareholders’ Meeting or the
      Board of Directors will not be necessary.




II.  The
      General Ordinary Shareholders’ Meeting will expressly determine, for each fiscal
      year, the maximum amount of resources that may be used to purchase the Company’s
      own shares or the negotiable instruments that represent them, with the only
      limitation that the sum of the resources that may be used for such purpose,
      may
      never exceed the total balance of the net profits of the Company, including
      retained earnings. Likewise, for such purpose, the Board of Directors must
      appoint the person or persons responsible for the acquisition and placement
      of
      Company shares.




III.  The
      Company’s shares, the negotiable instruments that represent them or the treasury
      shares, if any, may be placed among the investing public, without the
      corresponding capital increase requiring, in this last case, any resolution
      of
      any Shareholders’ Meeting or the agreement of the Board of Directors for such
      placement. The acquisition or purchase of Company shares and the subsequent
      placement thereof will be subject to the provisions of Article 56 of the
      Securities Market Law and must be carried out, informed and disclosed in the
      financial information in accordance with the form, terms and conditions
      established by the National Securities and Banking Commission through general
      provisions, and must be communicated to the relevant stock exchange and to
      the
      public, in terms of the applicable legal provisions. For the purposes of this
      section, the provisions of article 132 of the General Law of Business Entities
      will not be applicable.




IV.  As
      long
      as the shares belong to the Company, such shares may not be represented in
      any
      Shareholders’ Meeting and the corporate or consecution rights such shares confer
      may not be exercised. In addition, such shares will not be considered
      outstanding shares for the purpose of determining the attendance or voting
      quorums at Shareholders’ Meetings.




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V.  In
      no
      event may shares representative of the capital stock be acquired in such a
      way
      that the number of limited voting, outstanding Series “L” shares exceed the
      maximum referred under section II of Article Six of these bylaws or the
      percentages authorized by the National Securities and Banking Commission,
      pursuant to article 54 of the Securities Market Law, in connection with shares
      that do not have voting rights, as well as with other limited corporate rights
      or of restricted voting shares, other than those provided under article 113
      of
      the General Law of Business Entities.




In
      addition, with prior express authorization from the National Banking and
      Securities Commission, the Company may issue unsubscribed shares for public
      placement, provided such shares are kept in custody at an institution for the
      deposit of securities and the conditions provided for such purpose under article
      53 of the Securities Market Law are met.




The
      preferential right referred under article 132 of the General Law of Business
      Entities must be expressly waived at the Extraordinary Shareholders’ Meeting
      that resolves the issuing of unsubscribed shares.




If
      the
      necessary quorum required under the bylaws exists, any resolution adopted will
      be valid and effective for all legal purposes, even for the shareholders that
      did not attend the Meeting, for which the Company will be able to place the
      shares among the public, without making the publication referred under the
      article mentioned in the preceding paragraph.




The
      notice of the General Extraordinary Meeting must expressly indicate that such
      Meeting will be held for the purposes set forth under article 53 of the
      Securities Market Law and mention especially that with respect to the shares
      to
      be issued in a public offering, the preferential subscription right provided
      under article 132 of the General Law of Business Entities will not
      apply.




In
      all
      cases, when the authorized capital represented by issued and unsubscribed shares
      is disclosed to the public, the amount of the subscribed and paid in capital
      must be announced.




The
      provisions of this article will also apply to the acquisitions or sales of
      derived financial instruments or warrants based on shares representative of
      the
      capital stock of the Company, that may be liquidated in kind, in which case
      the
      provisions of sections I and II of this article will not apply to such
      acquisitions or sales.




ARTICLE
      NINE. The Company must keep a Stock Registration Book in accordance with
      articles 128 and 129 of the General Law of Business Entities. Such book may
      be
      kept by the Secretary of the Board of Directors of the Company, by an
      institution for the deposit of securities, by a credit institution or by the
      person that the Board of Directors appoints to act on behalf of the company
      as
      registering agent.




The
      Stock
      Registry Book will remain closed during the periods between the third business
      day prior to the date of any Shareholders’ Meeting, until and including the date
      on which the Meeting is actually held. During such periods, no inscription
      whatsoever will be made in the Book.




Notwithstanding
      the above, the Board of Directors, when it deems convenient, may order the
      closing of such Book prior to such three-day term, provided this is specified
      in
      the notice of Meeting.




6




The
      Company will only consider as legitimate holders of shares the parties listed
      as
      shareholders in the Stock Registry Book, in terms of article 129 of the General
      Law of Business Entities and, if applicable, in terms of article 284 of the
      Securities Market Law.




As
      a
      measure to prevent third parties or the shareholders themselves, whether
      directly or indirectly, from acquiring shares that grant Control of the Company,
      in terms of article 130 of the General Law of Business Entities, it is hereby
      established that the transfer of the shares issued by the Company or of
      securities and/or instruments that are issued based on such shares or of any
      rights over such shares, may only be carried out with prior authorization from
      the Board of Directors, in the event that the number of shares or rights over
      the shares intended to be transferred, in one or successive acts, without any
      time limit, or of a group of related shareholders acting jointly, represent
      10%
      (ten percent) or more of the voting shares issued by the Company. If the Board
      of Directors, in terms of this article, denies such authorization, it will
      appoint one or more purchasers of the shares, who must pay to the interested
      party the price registered in the stock exchange. If the shares are not
      registered in the National Securities Registry, the price to be paid will be
      determined in accordance with the article referred above. The Board must issue
      its resolution within three months as of the date on which it receives the
      relevant request for authorization and in any case, must consider: (i) the
      criteria that are in the best interests of the Company, its operations and
      the
      long-term vision of the activities of the Company and its Subsidiaries; (ii)
      that no shareholder of the Company is excluded, other than the person that
      intends to acquire control of the financial benefits that may result from the
      application of the terms of this clause; (iii) that the taking of the Control
      of
      the Company is not restricted in an absolute manner; (iv) that the provisions
      of
      the Securities Market Law, with respect to acquisition public offerings, are
      not
      contravened; and (v) that the exercise of the patrimonial rights of the acquirer
      is not rendered nugatory.




Each
      one
      of the persons that participates in any way in actions that violate the
      provisions of the preceding paragraph, will be obligated to pay a contractual
      penalty to the Company for an amount equal to the price of the total number
      of
      shares, securities or instruments representative of the capital stock of the
      Company they may directly or indirectly own or that were involved in the
      prohibited transaction, in the case of persons that participated in the
      operation but who are not holders of shares issued by the Company, In the event
      the transactions that may have given rise to the acquisition of more than 10%
      (ten percent) of shares, instruments or securities representative of the capital
      stock of the Company, were gratuitous, the contractual penalty will be equal
      to
      the market value of such shares, instruments or securities, if the authorization
      referred in the preceding paragraph was not granted.




As
      long
      as the Company maintains the shares it may have issued registered in the
      National Securities Registry, the abovementioned requirement, for operations
      made through the stock exchange, will also be subject to the rules set forth
      under the Securities Market Law or to those that the National Banking and
      Securities Commission may issue, in accordance with such law. In addition,
      the
      persons or group of acquirers that obtain or increase a significant ownership
      interest in the Company, without having previously promoted an offer, in
      accordance with the provisions of the general rules applicable to acquisitions
      of securities that must be disclosed and to public offerings for the purchase
      of
      securities issued by the National Securities and Banking Commission, may not
      exercise the corporate rights derived from the respective securities with voting
      rights and the Company will abstain from registering such shares in the registry
      referred under articles 128 and 129 of the General Law of Business
      Entities.




In
      addition to the foregoing, the majority of the members of the Board of Directors
      that were elected to such office prior to the occurrence of any circumstance
      that could imply a change in Control, must grant written authorization in a
      resolution adopted in a Board session, called expressly for such purpose in
      terms of these bylaws, in order to effect a change of Control in the Company.




7




“Control”
      or “Controlled” means (i) to directly or indirectly impose decisions at the
      general meetings of shareholders, stockholders or equivalent bodies or to
      appoint or remove the majority of the directors, managers or equivalent
      officers; (ii) to hold title to the rights that directly or indirectly allow
      the
      exercise of votes with respect to more than fifty percent of the capital stock;
      or (iii) to directly or indirectly direct the management, the strategy or the
      principal policies of the Company, whether through the ownership of securities,
      by contract or otherwise.




The
      Board
      of Directors will have the right to determine if any persons are acting jointly
      or in a coordinated manner for the purposes regulated under this article. If
      the
      Board of Directors determines the foregoing, the persons in question must be
      considered as a single person for the purposes of this article.




ARTICLE
      TEN. The Company’s subsidiaries, as such term is defined under generally
      accepted accounting principles in Mexico, must not, directly or indirectly,
      invest in the capital stock of the Company or of any other company of which
      the
      Company is a subsidiary, except if the companies in which the Company is a
      majority shareholder, acquire shares of the Company to comply with options
      or
      stock sale plans that may be established or that may be granted or created
      in
      favor of the employees or officers of such companies or of the Company itself,
      provided the number or shares acquired for such purpose does not exceed 25%
      (twenty five percent) of the total outstanding shares of the
      Company.


8


CHAPTER
      III




CANCELLATION
      OF THE REGISTRATION OF SHARES IN THE NATIONAL  SECURITIES
      REGISTRY




ARTICLE
      ELEVEN. When the shares of the Company are registered in the National Securities
      Registry, in terms of the Securities Market Law and of the general provisions
      issued by the National Banking and Securities Commission, in the event of
      cancellation of the registration of the Company’s shares in such Registry,
      whether at the request of the Company or by a resolution of the National
      Securities and Banking Commission under applicable law, the Company agrees
      to
      make a public offering for the acquisition of the total number of the shares
      registered prior to the cancellation. The Company must contribute to a trust
      for
      at least six months, the necessary resources to purchase at the same price
      of
      the public offering, the shares of the investors that did not attend or did
      not
      accept such offer, in case that after the public offering for purchase has
      been
      made and prior to the cancellation of the registration of the shares that
      represent the capital stock of the Company or of other securities issued based
      on such shares in the National Securities Registry, the Company has been unable
      to acquire 100% (one hundred percent) of the paid in capital stock.




The
      abovementioned public offering must be made at least at the highest price
      between: (i) the average of the closing of the transactions carried out during
      the thirty days in which the shares may have been quoted, prior to the date
      of
      the offer, or otherwise, (ii) at the accounting value of the shares pursuant
      to
      the last quarterly report submitted to the Commission and to the stock exchange
      prior to the offering, except if the National Securities and Banking Commission,
      upon resolving on the authorization of the public offering for the purchase
      of
      shares tending to the cancellation of the registration referred above,
      authorizes a different price. It will not be necessary to make the public
      offering if the consent of the total number of shareholders to effect the
      cancellation is evidenced. The cancellation of the registration of the shares
      of
      the Company in the National Securities Registry requires, in addition to any
      other requirement set forth in the Securities Market Law and any other
      applicable provisions: (i) the prior approval of the National Securities and
      Banking Commission and (ii) a resolution of the Extraordinary Shareholders’
Meeting adopted with a minimum voting quorum of 95% of the capital
      stock.




9


CHAPTER
      IV




CAPITAL
      INCREASES AND DECREASES




ARTICLE
      TWELVE. Except for the provisions of article Eight, Section VI of these bylaws,
      increases to the minimum fixed capital of the Company without right of
      withdrawal will be made through a resolution of the Extraordinary General
      Shareholders’ Meeting, having consequently to amend article Six of these bylaws.
      The increases to the variable portion of the capital of the Company, within
      the
      limit set forth under article Six, will be made through a resolution of the
      Ordinary General Shareholders’ Meeting. The minutes of meeting containing the
      resolutions of a capital increase must be, in all cases, officially recorded
      before a Notary Public or Commercial Notary Public, except with regard to
      increases or decreases derived from the acquisition of the Company’s own shares,
      referred under article 56 of the Securities Market Law, without having to amend
      the corporate bylaws or to register the corresponding instrument of official
      recordation in the Public Registry of Property and Commerce, in the case of
      increases to the variable capital. Upon adopting the respective resolutions,
      the
      Shareholders’ Meeting that determines the increase, or, in case of failure or
      delegation by the Meeting, the Board of Directors, will establish the terms
      and
      guidelines to carry out the capital increase.




Every
      capital increase must be effected through the issuing of shares, in such a
      way
      that the proportion of shares of each Series is maintained, except if only
      restricted voting shares are issued with the prior authorization from the
      National Securities and Banking Commission or otherwise, if only Series “L”
shares are issued, with the understanding that Series “L” shares may never
      exceed the maximum mentioned under article Six of these bylaws.




Shares
      issued to represent the variable portion of the capital or the minimum fixed
      capital of the Company, with basis, in the latter case, on the provisions of
      article 53 of the Securities Market Law, and that, by a resolution of the
      Meeting that determines the issuing of such shares, must remain deposited in
      the
      treasury of the Company to be delivered when such shares are subscribed, may
      be
      offered for subscription and payment by the Board of Directors, or, if
      appropriate, by the Executive Committee of the Board, subject to the terms
      resolved by the Shareholders’ Meeting and the provisions of this article. At all
      times, the shareholders of the Company will have the preferential right referred
      under the following paragraph, except: (i) if the subscription offer is made
      pursuant to the provisions of article 53 of the Securities Market Law, (ii)
      if
      there is a merger of the Company, (iii) in the case of an issuing of shares
      kept
      in the treasury for the conversion of obligations, in terms of the provisions
      of
      article 210 Bis of the General Law of Negotiable Instruments, or otherwise,
      in
      the case of placement of the Company’s own shares acquired in accordance with
      the terms of article 53 of the Securities Market Law.




Capital
      increases may be made in any of the situations provided under article 116 of
      the
      General Law of Business Entities, by payment in cash or in kind or through
      the
      capitalization of the Company’s liabilities or any other accounts of the working
      capital. Since the certificates of the Company’s shares do not express the par
      value thereof, it will not be necessary to issue new certificates in the event
      of capital increases as a result of the capitalization of premiums over shares,
      capitalization of retained earnings or capitalization of valuation or
      revaluation reserves. In capital increases by payment in cash or kind or by
      capitalization of the Company’s liabilities, the holders of existent, paid and
      outstanding shares of the Company will have a preferential right to subscribe
      any newly issued or outstanding shares to represent the increase, in proportion
      to the number of shares they may hold in the respective series, or in the case
      of capital increases exclusively through limited voting, non-voting or
      preferential, or restricted voting shares, such shareholders will have the
      right
      to subscribe the newly issued or outstanding shares to represent the increase,
      in order to maintain the proportion of the number of shares of the Company’s
      capital they may hold, for a term of fifteen calendar days as of the date of
      publication of the corresponding notice in the Official Gazette of the
      Federation or in the official newspaper of the Company’s domicile, or, as of the
      date of the Meeting, if the total number of shares into which the Company’s
      capital is divided, were represented at such Meeting.




10




With
      regard to shares representative of the Company’s variable capital that, by a
      resolution of the Shareholders’ Meeting, are deposited in the Company’s treasury
      for subsequent subscription and payment thereof, the shareholders will have
      a
      preferential right to subscribe such shares once they have been offered for
      subscription and payment, except if when the respective capital increase was
      determined, such preferential right was granted to the shareholders and they
      did
      not exercise it or in the case set forth under article 53 of the Securities
      Market Law.




New
      shares may not be issued until the preceding shares have been fully paid.




In
      the
      event that any shares remain unsubscribed after expiration of the term that
      the
      shareholders have to exercise the preferential right provided under this
      article, the shares in question may be offered to any person for subscription
      and payment in the terms and conditions determined by the Meeting that resolved
      the capital increase, or in the terms and conditions established by the Board
      of
      Directors or the Delegates the Meeting appoints for such purpose, provided
      that
      the price at which the shares are offered to third parties may not be less
      than
      the price at which such shares were offered to the Company’s shareholders for
      subscription and payment.




Every
      capital increase must be recorded in the Capital Variations Book that the
      Company will keep for such purpose.




With
      regard to any capital increase by subscription and payment in cash or in kind,
      the Company will not be obligated to register the shares of any series, the
      related units that cover them or any other foreign securities that represent
      either of them, with any authorities other than the authorities of the financial
      system of the United Mexican States. In this sense, the Company will not be
      obligated to accept the subscription and payment of any shareholders if such
      acceptance results in any obligation for the Company in the terms that may
      be
      indicated.




ARTICLE
      THIRTEEN. The capital of the Company may be decreased by a resolution of the
      General Shareholders’ Meeting, in accordance with the rules set forth in this
      article and: (i) in the cases of separation referred under article 206 of the
      General Law of Business Entities; or, (ii) as a consequence of the purchase
      of
      the Company’s shares in terms of article 56 of the Securities Market Law.
      Decreases to the minimum fixed capital will require a resolution by the
      Extraordinary General Shareholders’ Meeting and therefore, the amendment of
      article Six of these bylaws, in which case the provisions under article 9 of
      the
      General Law of Business Entities must be fulfilled, unless the capital reduction
      is carried out exclusively to absorb losses. Reductions to the variable portion
      of the capital may be effected by resolution of the Ordinary General
      Shareholders’ Meeting, having only to officially record the corresponding
      minutes of meeting before a Notary Public or Commercial Notary, but without
      having to register the notarized instrument in the Public Registry of Property
      and Commerce.




Capital
      decreases may be carried out to absorb losses, to reimburse the shareholders
      for
      their contributions or to release them from payments not made, as well as in
      the
      cases provided under articles 206 of the General Law of Business Entities and
      56
      of the Securities Market Law.




Capital
      decreases to absorb losses or for reimbursement to shareholders will be made
      proportionally in the minimum fixed portion and in the variable portion of
      the
      capital, for the purpose of preserving absolute equality among the shareholders,
      without having to cancel stock certificates by virtue of the fact that such
      certificates do not express the par value thereof. However, if the General
      Shareholders’ Meeting so determines, in the case of a capital reduction through
      reimbursement to shareholders, the designation of the shares that will be voided
      may be carried out through a drawing before a Notary Public or Commercial
      Notary, including in such drawing the total number of shares of the minimum
      fixed capital and of the variable capital of the Company.




11




In
      no
      case may the capital of the Company be decreased to less than the minimum
      required by law and any decrease in the capital must be registered in the
      Capital Variations Book that the Company will keep for such purpose.




ARTICLE
      FOURTEEN. The Company may amortize shares with distributable profits without
      decreasing the capital stock. The Extraordinary General Shareholders’ Meeting
      that resolves the amortization, in addition to observing the applicable
      provisions of article 136 of the General Law of Business Entities, will observe
      the following special rules:




I.  The
      Meeting may agree to amortize shares proportionally for all the shareholders,
      in
      a such a way that after such amortization, the shareholders maintain the same
      percentages with respect to the total capital stock they may have represented
      prior to the amortization, without having to cancel stock certificates since
      such do not express any par value and without having to designate the shares
      that will be amortized through a drawing, notwithstanding that the Meeting
      may
      have established a determined price.




II.  If
      the
      Meeting resolves that the amortization of shares will be made through the
      acquisition of such shares in a stock exchange, the Meeting itself, or if
      appropriate, the Board of Directors or the Executive Committee of the Board,
      will approve the system for the withdrawal of shares, the number of shares
      that
      will be amortized and the person appointed as intermediary or broker in the
      stock exchange.




III.  Except
      as
      provided under section II above, in case the Meeting has established a specific
      price for the amortization, the shares to be amortized will be selected through
      a drawing before a Notary Public or Commercial Notary, provided that in every
      case, such drawing must be carried out separately with respect to each one
      of
      the Series that integrate the capital stock, in such a way that shares from
      every series are amortized proportionately, in order for such shares to
      represent, after the amortization, the same percentage with respect to the
      total
      capital they may have represented prior to the amortization. The certificates
      of
      the amortized shares in the case referred to under this Section III will be
      cancelled.




In
      no
      case may shares be amortized in such a way that the number of outstanding Series
      “L” shares exceeds the maximum set forth under article Six of these
      bylaws.




ARTICLE
      FIFTEEN. The definitive and provisional certificates that represent shares
      of
      stock may cover one or more shares and will contain the information referred
      under 125 of the General Law of Business Entities and any other information
      required by the applicable legal provisions, the indication of the series and
      class of such shares as well as a transcript of the text of article Five of
      these bylaws. Any two principal members of the Board of Directors will sign
      the
      definitive or provisional stock certificates.




12




The
      abovementioned signatures of the members of the Board may be handwritten or
      printed in facsimile, provided, in the latter case, that the original of the
      respective signatures is deposited in the Public Registry of Property and
      Commerce of the Company’s domicile. All definitive stock certificates must have
      the progressively enumerated, nominative coupons that the Board of Directors
      determines adhered thereto, to cover the payment of dividends or the exercise
      of
      other rights resolved by the Meeting or the Board of Directors.




The
      Extraordinary General Shareholders’ Meeting may determine that some or all the
      shares of the Company of any series will be covered by linked units, which,
      without being non-amortizable ordinary ownership certificates, represent units
      and link only the Series “B” shares or both the Series “B” and Series “L”
shares. Consequently, the capital of the Company may be represented by “BB”
Linked Units, that will represent the number of Series “B” shares that the
      Meeting determines and by “BL” Linked Units, which will cover the number of
      Series “B” and Series “L” shares that the Meeting determines. The Company will
      only register in the stock registry the shares represented by the linked units
      that may be issued, if any.




If
      they
      wish, the holders of linked units may, as of the tenth year calculated from
      the
      date of liquidation of the first public offering of linked units, request the
      Company to unlink the shares from the linked units. Therefore, after such term
      elapses, the Company may deliver to the holders of the linked units that submit
      a written request for such purpose, the certificates of the shares that
      represent the linked units. Any holder of linked units that may have exercised
      the aforementioned right, may request the Company to link his/her/its shares
      again, provided it is in the same proportion as the linked units.




13


CHAPTER
      V




SHAREHOLDERS’
      MEETINGS




ARTICLE
      SIXTEEN. General Shareholders’ Meetings will be Extraordinary or Ordinary. All
      other Meetings will be Special.




The
      following will be Extraordinary General Meetings: (i) meetings called to address
      any of the matters provided under article 182 of the General Law of Business
      Entities; (ii) meetings called to resolve on the cancellation of the
      registration of the Company’s shares in the National Securities Registry and in
      other national or foreign stock exchanges in which they may be registered,
      except for quotation systems or other markets that are not organized as stock
      exchanges; and (iii) meetings called to agree on the amendment of article Eleven
      of these bylaws. All other General Meetings will be Ordinary.




Special
      Meetings will be those held to address matters that may affect the rights of
      a
      single category of shares and will be subject to the provisions applicable
      to
      Extraordinary Meetings.




In
      addition, meetings held by the holders of Series “L” shares, for the purpose of
      electing one or two members of the Board of Directors, as applicable, in the
      terms provided under subsection 3. of Section II of article Seven of these
      bylaws will also be Special Meetings. Such Special Meetings and any other
      meetings held to approve the cancellation of the registration of Series “L”
shares of the Company in the National Securities Registry and in other in other
      national or foreign stock exchanges in which they may be registered, except
      for
      quotation systems or other markets that are not organized as stock exchanges,
      will be governed by the provisions set forth in these bylaws and in the General
      Law of Business Entities for Ordinary General Meetings held on a second calling,
      in connection with the quorum to validly hold a meeting, to adopt resolutions
      and other related aspects.




ARTICLE
      SEVENTEEN. The Board of Directors, or its President or Secretary or the judicial
      authority, if applicable, must issue notices of calls of Shareholders’ Meetings.
      In addition, shareholders having any voting rights, including limited or
      restricted voting rights, that jointly or separately represent at least 10%
      (ten
      percent) of the capital of the Company, may request the President of the Board
      of Directors or the President of the Auditing Committee to call a General
      Shareholder’s Meeting, without the percentage indicated under article 184 of the
      General Law of Business Entities being applicable for such purpose. If the
      notice of meeting is not issued within fifteen days after the date of the
      corresponding request, a Civil or District Judge of the Company’s domicile will
      issue such notice at the request of the interested parties that represent the
      abovementioned 10% (ten percent) of the capital, who must present their stock
      certificates for such purpose.




Any
      shareholder of a single common and ordinary share and any Series “L”
shareholder, in connection with the appointment of directors pursuant to
      subsection 3 of Section II of article Seven of these bylaws, may request the
      calling of an Ordinary General Shareholders’ Meeting, in terms of article 185 of
      the General Law of Business Entities.




ARTICLE
      EIGHTEEN. Calls to Shareholders’ Meetings will be made by publishing a notice of
      meeting in the Official Gazette of the Federation or in one of the most
      widely-circulated newspapers of the Company’s domicile, at least fifteen
      calendar days prior to the scheduled date of the Meeting. Notices of meetings
      will contain the date and place where such will be held, the Agenda and must
      be
      signed by the person or persons calling the Meeting. If the Board of Directors
      calls a Meeting, the signature of the President or the Secretary or the
      Substitute Secretary or the delegate that the Board of Directors appoints from
      among its members for such purpose will suffice. As of the moment of publication
      of a notice of a call to a Shareholders’ Meeting, the information and available
      documents relative to each one of the items on the Agenda must be at the
      shareholders’ disposal, immediately and without any charge. Meetings may be held
      without prior notice provided the total number of shares representative of
      the
      capital stock are represented at the time of voting. Meetings held to address
      issues on which the Series “L” do not have the right to vote, may be held
      without prior notice if the total number of common or ordinary shares are
      completely represented at the time of voting.




14




If
      all
      the shareholders are present at a Meeting, regardless of whether it is Ordinary,
      Extraordinary or Special, such Meeting may resolve by unanimous vote on any
      kind
      of matters, including those not contained in the respective Agenda.




ARTICLE
      NINETEEN. Only the shareholders that are registered in the Stock Registry Book
      of the Company will be admitted to Meetings. For all purposes, such Registry
      will be closed three days prior to the scheduled date of the Meeting.




To
      attend
      Meetings, the shareholders must present the corresponding admission card, which
      will be issued only at the shareholders’ request. Such request must be submitted
      at least 24 hours prior to the scheduled time of the Meeting together with
      the
      document that evidences the deposit of the corresponding stock certificates
      with
      the Secretary of the Company or with the certificate or evidence of deposit
      of
      such shares issued by an institution authorized to receive securities in deposit
      or by a national or foreign credit institution, or by a brokerage firm, in
      terms
      of the applicable provisions of the Securities Market Law. The shares that
      are
      deposited in order to be entitled to attend Meetings, will not be returned
      until
      after such Meetings have been held, against the delivery of the receipt covering
      such shares that was issued to the shareholder or his/her/its representative.




ARTICLE
      TWENTY. Shareholders may be represented at Meetings by the person or persons
      they appoint through a proxy signed before two witnesses. In addition to the
      above, shareholders may be represented at Meetings through representatives
      appointed in a power of attorney granted in the formats that the Company
      prepares, which must: (i) clearly indicate the name of the Company and the
      respective Agenda, without including under the section of general matters,
      the
      issues referred under articles 181 and 182 of the General Law of Business
      Entities, and (ii) provide a space for the instructions that the grantor may
      give for the exercise of the power of attorney.




The
      Company must keep at the disposal of the securities market intermediaries that
      evidence that they represent the Company’s shareholders, during the term set
      forth under article 173 of the General Law of Business Entities, the formats
      of
      the powers of attorney, in order to allow such intermediaries to deliver the
      formats to their principals with due time in advance.




The
      Secretary of the Board of Directors of the Company will have the duty to ensure
      that the foregoing is followed and to inform the Shareholders’ Meeting of the
      compliance therewith, which will be recorded in the corresponding minutes.




15




ARTICLE
      TWENTY-ONE. Minutes of Meetings will be recorded in the Book of Minutes that
      the
      Company will keep for such purpose and will be signed by the persons serving
      as
      the President of Secretary of each Meeting.




ARTICLE
      TWENTY-TWO. Meetings will be presided by the President of the Board of Directors
      and in the absence of such officer, by the Vice-President of the Board or by
      the
      person the Meeting appoints in case there are several Vice-Presidents. In the
      absence of such officers, Meetings will be presided by any person that the
      shareholders appoint by majority vote.




The
      Secretary of the Board of Directors will act as Secretary in Shareholders’
Meetings and in the absence of such officer, the person that the attending
      shareholders appoint by majority vote will serve as Secretary. The President
      of
      the Meetings will appoint two or more Inspectors of Votes among the attendees
      to
      count the shares that are present at Meetings.




Voting
      at
      all Shareholders’ Meetings will be economical, except if, at the request of any
      shareholder, the Meeting resolves, by majority vote of the attendees, that
      the
      computation of the votes cast shall be made through voting card.




Holders
      of shares having voting rights, including limited or restricted voting rights,
      that jointly or individually represent at least 10% (ten percent) of the shares
      represented at a Shareholders’ Meeting, may request on a single occasion, to
      defer the voting on any matter on which they do not consider themselves to
      be
      sufficiently informed for a term of three calendar days and without need of
      a
      new notice of Meeting, without the percentage established under article 199
      of
      the General Law of Business Entities being applicable in such case.




Holders
      of shares having voting rights, including limited or restricted voting rights,
      that jointly or individually represent at least 20% (twenty percent) of the
      capital stock, may judicially oppose to the resolutions of the General
      Shareholders’ Meetings with respect to which they have voting rights, without
      the percentage established under article 201 of the General Law of Business
      Entities being applicable in such case.




Moreover,
      holders of shares having voting rights, including limited or restricted voting
      rights or holders of shares without voting rights that jointly or individually
      represent 5% (five percent) or more of the capital stock, may directly exercise
      the action of liability against the members and secretary of the Board of
      Directors, as well as against the relevant directors or executive officers.
      The
      exercise of such action will not be subject to the compliance with the
      requirements set forth under articles 161 and 163 of the General Law of Business
      Entities.




ARTICLE
      TWENTY-THREE. Ordinary General Shareholders’ Meetings will be held at least once
      a year, within the first four months following the closing of each fiscal year.
      In addition to the matters specified in the Agenda, such Meetings must: (i)
      discuss, approve or amend the report of the Board of Directors referred
      generally under article 172 of the General Law of Business Entities; (ii) decide
      on the application of results; (iii) appoint the members of the Board of
      Directors and their substitutes, if any, as well as the principal members and
      their substitutes, if any, of the respective committees of the Company and
      determine their compensation; and (iv) approve the transactions that the Company
      or the entities that the Company controls intend to carry out, in terms of
      article 47 of the Securities Market Law, in one fiscal year, when such
      transactions represent 20% (twenty percent) or more of the consolidated assets
      of the Company, based on the figures corresponding to the closing of the
      immediately preceding quarter, independently of the manner in which such
      transactions are carried out, whether simultaneously or successively, but which
      due to their characteristics, may be considered as a single transaction. Holders
      of shares having voting rights, including limited or restricted voting rights,
      may vote at such Meetings.




16




The
      Extraordinary General Shareholders’ Meetings will be held at any time it is
      necessary to address any of the matters pertaining to such Extraordinary
      Meetings.




The
      Special Series “L” Shareholders’ Meeting to appoint members of the Board of
      Directors, as may be appropriate, must be held at least once a
      year.




Special
      Shareholders’ Meetings of any of the categories of shares into which the capital
      stock is divided, will meet in the cases referred under article 195 of the
      General Law of Business Entities.




ARTICLE
      TWENTY-FOUR. Ordinary General Shareholders’ Meetings will be considered lawfully
      held by virtue of a first call, if at least 50% (fifty percent) of the ordinary
      or common shares into which the capital stock is divided are represented therein
      and the resolutions of such Meetings will be valid when passed by majority
      vote
      of the common or ordinary shares represented therein.




On
      a
      second call, Ordinary General Shareholders’ Meetings will be considered validly
      held regardless of the number of common or ordinary shares represented therein
      and the resolutions of such Meetings will be valid when passed by majority
      vote
      of the common or ordinary voting shares represented therein.




ARTICLE
      TWENTY-FIVE. The following rules will apply to Extraordinary General and Special
      Shareholders’ Meetings:




I.  Extraordinary
      General Shareholders’ Meetings called to address matters on which the Series “L”
shares do not have voting rights, will be considered lawfully held on a first
      call, if at least 75% (seventy five percent) of the common or ordinary shares
      into which the capital stock is divided are represented therein and their
      resolutions will be valid when passed by the favorable vote of the common or
      ordinary shares that represent at least 50% (fifty percent) of the common or
      ordinary shares into which the capital stock is divided. In case of a second
      or
      subsequent call, Extraordinary General Shareholders’ Meetings called to address
      matters over which Series “L” shares do not have voting rights, will be
      considered validly held if at least 50% (fifty percent) of the common or
      ordinary shares into which the capital stock is divided are represented therein
      and their resolutions will be valid if passed by the favorable vote of the
      common or ordinary shares that represent at least 50% (fifty percent) of the
      common or ordinary shares




II.  Extraordinary
      General Shareholders’ Meetings called to address matters over which the Series
“L” shares have voting rights, will be considered lawfully held by virtue of a
      first call, if at least 75% (seventy five percent) of the capital stock is
      represented therein and, in addition to the provisions set forth under Section
      III below, their resolutions will be valid if passed by the favorable vote
      of
      the shares representing at least 50% (fifty percent) of the capital stock.
      In
      case of a second or subsequent call, Extraordinary General Shareholders’
Meetings called to address matters over which the Series “L” shares have voting
      rights, will be considered validly held if at least 50% (fifty percent) of
      the
      capital stock is represented therein and their resolutions will be valid of
      passed by the favorable vote of the shares representing at least 50% (fifty
      percent) of the capital stock, subject to the provisions of Section III
      below.




III.  The
      resolutions of Extraordinary Shareholders’ Meetings held by virtue of a first or
      subsequent call to address some of the matters over which the Series “L” shares
      may vote, will be considered validly adopted, if such resolutions, in addition
      to the requirements set forth under Section II above, are approved by the
      majority of the common or ordinary shares into which the capital stock is
      divided. In addition, to be valid, the resolutions of the Extraordinary General
      Meetings relative to the cancellation of the registration of the Series “L”
shares of the Company in the National Securities Registry and in other national
      or foreign stock exchanges in which they may be registered, except for quotation
      systems or other markets that are not organized as stock exchanges, will require
      the approval of the Special Series “L” Shareholders’ Meeting.




17




IV.  The
      same
      rules provided under Section I of this article will apply to Special Meetings,
      except for those indicated under Section V below, but with reference to the
      special category of shares in question.




V.  Special
      Meetings held by the Series “L” shareholders, for the purposes of:




1.-  Appointing
      one, or if applicable, two members of the Board of Directors in the terms
      provided under these bylaws; and,




2.-  Approving
      the cancellation of the registration of the Series “L” shares of the Company in
      the National Securities Registry and in other national or foreign stock
      exchanges in which they may be registered, except for quotation systems or
      other
      markets that are not organized as stock exchanges;




Will
      be
      governed by the provisions set forth under these bylaws and the General Law
      of
      Business Entities, for Ordinary General Meetings held on a second call in
      connection with the quorum to validly hold such Meetings, to adopt resolutions
      and other related matters.


18


CHAPTER
      VI




MANAGEMENT
      OF THE COMPANY




ARTICLE
      TWENTY-SIX. The management of the Company will be entrusted to a Board of
      Directors and to a General Director. Such officers will perform the duties
      set
      forth under the Securities Market Law.




The
      Board
      of Directors will be integrated by the odd number of members that the Ordinary
      General Shareholders’ Meeting determines, which may never be less than 5 (five)
      or more than 21 (twenty one). The Meeting may appoint as many substitute members
      as there are principal members and if it does make such appointment, it will
      be
      entitled to determine the manner in which such substitutes will substitute
      the
      principals, provided that if the Meeting does not make such determination,
      any
      substitute may substitute any principal member, except for the substitutes
      appointed by Series “L” shareholders, who may only substitute the principal
      Board members appointed by such series.




The
      Ordinary Shareholders’ Meeting will appoint or elect the members of the Board of
      Directors by majority vote. In addition, two principal members and their
      respective substitutes appointed by the Series “L” shareholders, if any, will be
      added to the number of Board members appointed by the shareholders of common
      or
      ordinary shares.




The
      shareholders that represent at least 10% (ten percent) of the capital stock
      represented by common shares or limited or restricted voting shares, will have
      the right to appoint one principal Board member and one substitute, who may
      only
      substitute the principal Board member in question. Once such minority
      appointments have been made, the Meeting will determine the total odd number
      of
      members that will integrate the Board of Directors and will appoint the rest
      of
      the members of the Board by simple majority of votes, without computing the
      votes that correspond to the shareholders that may have exercised the minority
      right referred in this paragraph.




ARTICLE
      TWENTY-SEVEN. The members of the Board of Directors may or may not be
      shareholders, will remain in office for one year and may be reelected; appointed
      Board members however, may be revoked at any time. All Board members, including
      those appointed by the Series “L” shareholders or by the shareholders exercising
      any minority rights, will receive the compensation that the Ordinary General
      Shareholders’ Meeting determines.




Notwithstanding
      the above, Board members will continue performing their duties, even if the
      term
      for which they were elected has concluded, until new appointments are made
      and
      the new Board members take office.




The
      members of the Board of Directors, their substitutes, the members of the
      Executive Committee, the General Director and the managers or administrators
      will not have to post bond to guarantee the performance of their duties or
      any
      liability they may incur for such performance unless the Shareholders’ Meeting
      that appoints them imposes such obligation.




The
      members of the Board of Directors and the Secretary or Substitute Secretary
      are
      hereby released from the responsibility of covering any damages and losses
      caused to the Company or to entities that the Company controls or in which
      it
      has a significant influence, for any lack of diligence derived from the actions
      they carry out or from the decisions they take in the Board or from the
      decisions not taken when it is not possible for such corporate body to hold
      a
      lawful session, provided they do not incur in willful misconduct or bad faith
      or
      in violations or offenses under the Securities Market Law or other applicable
      laws. In any case, the Company will indemnify and hold harmless the members
      of
      the Board of Directors, the Secretary and the Substitute Secretary from and
      against any liability they may incur while lawfully performing their duties
      and
      will cover any damages that their performance may cause to the Company or to
      entities that the Company controls or in which it has a significant influence,
      except if they incur in willful misconduct or bad faith or in violations or
      offenses under the Securities Market Law or other applicable laws.




19




For
      the
      purposes of the Securities Market Law, and without prejudice that such Law
      does
      not require the insertion of the requirements set forth below in the bylaws,
      the
      following will apply with regard to the Board of Directors:




I.  The
      Board
      of Directors will be integrated by a minimum of 5 (five) and a maximum of 21
      (twenty one) principal members.




II.  At
      least
      25% (twenty-five percent) of the members of the Board of Directors must be
      independent, in accordance with the terms of article 24 of the Securities Market
      Law.




III.  For
      each
      principal member, a substitute will be appointed, in the understanding that
      the
      substitutes of independent Board members must also be independent.




IV.  The
      report of the auditing committee must be presented to the Shareholders’
Meeting.




ARTICLE
      TWENTY-SEVEN BIS. Independently of the Company’s obligation to comply with the
      provisions set forth under paragraph five and the subparagraphs thereof of
      article Twenty Seven of these bylaws, and as long as such article is in effect,
      any failure to comply with the provisions of such paragraph and its
      subparagraphs, for any reason, will neither generate nor grant any right to
      third parties to allege any invalidity, in connection with the legal acts,
      contracts, agreements, covenants or any other act or instrument that the Company
      executes through the Board of Directors or any other representative, agent,
      attorney in fact, delegate or intermediate body, nor will such be considered
      requirements for the validity or existence of such acts.




For
      the
      purposes of the Securities Market Law, it will not be considered that a business
      opportunity pertaining to the Company, to the entities it controls or to
      entities in which it has significant influence is utilized or taken advantage
      of, if a member of the Board of Directors, directly or indirectly, carries
      out
      activities pertaining to the ordinary or customary business activities of the
      Company or to the entities it controls or in which it has significant influence,
      since, if such members are elected by the Shareholders’ Meeting, it will be
      deemed that they have the Company’s necessary authorization for all legal
      purposes.




ARTICLE
      TWENTY-EIGHT. In the absence of an express appointment by the Meeting, the
      Board
      of Directors, in its first session immediately after the Meeting that appointed
      the members of such Board, must appoint a President from among its members,
      who
      must be a Mexican citizen, and if deemed convenient, one or more
      Vice-Presidents. The Board of Directors, in case the Meeting fails to do so,
      must also appoint a Secretary and a Substitute Secretary, who must not be
      members of the Board of Directors. The Board may also appoint other persons
      to
      hold the positions it deems convenient to achieve a better performance of its
      duties. Temporary or definitive absences of the principal members of the Board
      of Directors will be covered by the respective substitutes in the manner that
      the Ordinary General Shareholders’ Meeting may have determined, except for
      substitutes appointed by the Series “L” shareholders, who may only substitute
      the principal Board members appointed by such Series,
      indistinctively.




20




The
      President will preside Shareholders’ Meetings and the sessions of the Board of
      Directors and of the Executive Committee, if any. In addition, the President
      must execute and enforce the resolutions of the Meetings, of the Board of
      Directors and of the Committees, if any, without needing any special resolution.
      In the absence of such officer, the Meetings and sessions mentioned above will
      be presided by any of the Vice-presidents, if applicable, in the order in which
      they were elected or by any member of the Board appointed by majority vote
      of
      the attendees. In the absence of all of the abovementioned officers in any
      Shareholders’ Meeting, such Meeting will be presided by the person appointed
      therein by a simple majority of votes. The person who presides a Meeting will
      appoint one or more inspectors of votes to count the shares represented therein.
      The corporate body in question may also appoint other special delegates for
      such
      purpose, who may be persons having no relationship whatsoever with the Company.
      The Secretary of the Board of Directors will also serve as Secretary of
      Shareholders’ Meetings, and in the absence of such officer, his/her substitute
      will perform such duties. In the absence of both the Secretary of the Board
      and
      his/her substitute, the person proposed by the President that the Meeting
      appoints by simple majority vote, will serve as Secretary. This provision will
      also apply to sessions of the Board of Directors and of the Executive Committee,
      if any.




The
      copies or records of the minutes of Shareholders’ Meetings and of the sessions
      of the Board of Directors or the committees, if any, as well as the copies
      and
      records of the entries contained in the corporate books and records, and in
      general, of any other document of the Company’s files, may be authorized and
      certified by the Secretary or his/her substitute, who will have the capacity
      of
      Principal Secretary and Substitute Secretary of the Company and who will be
      permanent delegates for the purpose of appearing before the Notary Public or
      Commercial Notary they may choose to officially record the resolutions contained
      in the minutes of the meetings or sessions of the relevant corporate bodies,
      without requiring express authorization for such purpose. The Secretary will
      be
      responsible for drafting and recording in the respective books the minutes
      that
      contain the resolutions of the Meetings and of the Board of Directors’ and
      Executive Committee’s sessions, as well as for issuing certifications thereof
      and of the appointments, signatures and authorities of the Company’s officers
      and representatives.




ARTICLE
      TWENTY-NINE. If the Ordinary General Shareholders’ Meeting so determines, the
      Company may establish an Executive Committee as an intermediate management
      body,
      which will be integrated by the odd number of principal members and substitutes
      that the Ordinary General Shareholders’ Meeting appoints from among the
      principal members or substitutes of the Board of Directors, and which will
      always act as a collegiate body. The members of the Executive Committee will
      remain in office for one year, but must continue performing their duties until
      the persons appointed to substitute them take office. The members of the
      Executive Committee may be reelected, but they may be removed at any time
      however and will receive the compensation that the Ordinary General
      Shareholders’ Meeting determines.




21




The
      Executive Committee will meet on the dates and as often as the Committee itself
      determines in the first session it holds in each fiscal year, without having
      to
      call its members each time to previously scheduled sessions, in accordance
      with
      the calendar of sessions the Committee may have approved.




In
      addition, the Executive Committee will hold sessions when the President or
      any
      two principal members thereof so determine, subject to delivery of prior notice
      three days in advance to all the principal members of the Committee and the
      substitutes that may be required. The notice must be sent by mail, telegram,
      telefax, courier or any other means that guarantees the receipt of such notice
      at least three days prior to the scheduled date of the session. The President
      or
      Secretary of the Board of Directors of the Company, or the substitute Secretary,
      who will act in such capacities in the Executive Committee, may sign such
      notice. The Executive Committee may session at any time, without prior notice,
      if the total number of principal members are present. The sessions of the
      Executive Committee will be considered lawfully held if the majority of its
      members attend. The resolutions of the Executive Committee must be approved
      by
      the favorable vote of the majority of the members present at the session in
      question. In case of a tie, the member that presides the session will cast
      the
      tie-breaking vote.




The
      Executive Committee will have the powers that Ordinary General Shareholders’
Meeting determines.




The
      Executive Committee will not have, under any circumstance, the powers reserved
      under Law or these bylaws for the General Shareholders’ Meeting, the Board of
      Directors, the General Director or the Auditing Committee. The Executive
      Committee may not delegate the entirety of its powers in a single person, but
      may grant general and special powers of attorney when it deems convenient and
      appoint persons or delegates to execute its resolutions. The President and
      the
      Vice-president, if any, will have the right to execute such resolutions
      individually without requiring any express authorization.




The
      Executive Committee must provide an annual report to the Board of Directors
      of
      the activities it carries out or otherwise, when in its judgment, certain
      actions or situations occur that may be transcendental for the Company. Minutes
      of each session of Executive Committee must be drafted and will be transcribed
      in a special book. Such minutes will establish the attendance of the members
      of
      the Committee and the resolutions adopted and will be signed by the persons
      that
      served as President and Secretary of each session.




ARTICLE
      THIRTY. The Board of Directors will meet at least once every 3 (three) months,
      at the corporate domicile or at any other place within the Mexican Republic
      indicated for such purpose, on the dates that the Board itself determines,
      without having to call Board members to each session that may have been
      previously scheduled, in accordance with the calendar of sessions approved
      by
      the Board. Sessions may be called by 25% (twenty five percent) of the members
      of
      the Board of Directors, by the President of the Board or by the Vice-president,
      if applicable, or by the Secretary or Substitute Secretary.




In
      addition, the Board of Directors will meet every time that, through any reliable
      written means or through electronic mail, the members of the Board of Directors
      are called to a session at least 5 (five) calendar days in advance by the
      President or Vice-president, if any, or by at least 25% (twenty five percent)
      of
      the Board members or by the Secretary or Substitute Secretary or by the
      president of the Auditing Committee.




22




The
      Board
      of Directors may meet at any time, without prior notice or call, provided the
      total number of principal members is present.




The
      calls
      for sessions of the Board of Directors must contain the Agenda that each session
      will address. The sessions of the Board of Directors will be considered lawfully
      held if the majority of its members is present, and resolutions will be valid
      when adopted by majority vote of the members present at a session. In case
      of a
      tie, the President of the Board or the Vice-President, if applicable, will
      cast
      the tie-braking vote.




The
      sessions of the Board will be held at the Company’s domicile or at any other
      place previously agreed by the Board of Directors, except in cases of force
      majeure or Acts of God.




The
      persons that served as President and Secretary in a session of the Board of
      Directors must sign the minutes containing the resolutions of such session,
      which will be recorded in a special book that the Company will keep for such
      purpose.




ARTICLE
      THIRTY-ONE. In accordance with the provisions of the last paragraph of article
      143 of the General Law of Business Entities, the Board of Directors and the
      Executive Committee may validly adopt resolutions without its members personally
      attending a formal session. Resolutions adopted outside a session must be
      approved, in every case, by the favorable vote of all the principal members
      of
      the relevant corporate body or, in the case of definitive absence or incapacity
      of any one of them, by the favorable vote of the substitute of such member,
      in
      accordance with the following provisions:




I.  The
      President, by his/her own initiative or at the request of any two principal
      members of the Board of Directors or the Executive Committee, must inform all
      the principal members or, as applicable, the substitutes of the corporate body
      in question, verbally or in writing, through the means he/she deems convenient,
      of the resolutions proposed for adoption outside a session and the reasons
      that
      justify it. In addition, the President must provide to all such persons all
      the
      documentation and clarifications they may require and request in this regard.
      One or more members of the Board or Committee that the President determines
      or
      the Secretary or the Substitute Secretary may assist the President in making
      the
      abovementioned communications.




II.  If
      all
      the principal members of the Board or Executive Committee or, as applicable,
      the
      substitutes whose votes are required, verbally express to the President or
      to
      the assisting officers, their consent to the agreements or resolutions submitted
      for their consideration, they must confirm such consent in writing on or before
      the second business day following the date on which they may have expressed
      such
      consent in the manner indicated under Section III below. The written
      confirmation must be sent to the President and Secretary via mail, telex,
      telefax, telegram or courier, or through any other means that guarantees it
      will
      be received within the next 2 (two) business days.




III.  For
      the
      purposes of the provision under Section II above, the President must send in
      writing, to each of the members of the corporate body in question, whether
      directly or through his/her assistants, a formal draft of the minutes containing
      the resolutions or agreements proposed for adoption outside a session and any
      other documentation deemed necessary, for the purpose of having each of the
      members of the Board or the Executive Committee, as applicable, send such draft
      minutes back to the President and Secretary duly signed in agreement, after
      making any required modifications.




23




IV.  Once
      the
      President and Secretary have received written confirmation from all the members
      of the corporate body in question, they will immediately proceed to record
      such
      approved minutes in the corresponding book of minutes. Such minutes will contain
      all the resolutions adopted and will be validated with the signature of the
      President and the Secretary. The date of the minutes will be the date on which
      the verbal or written consent of all the relevant members was obtained, even
      if
      at such time, the written confirmations had not been received, which once
      received, must be integrated into a file that the Company will keep for such
      purpose.




ARTICLE
      THIRTY-TWO. The General Director will be in charge of conducting, executing
      and
      procuring the businesses of the Company and of the entities it controls, subject
      to the strategies, policies and guidelines approved by the Board of Directors,
      in terms of the Securities Market Law.




The
      General Director, to perform his/her duties, will have the most comprehensive
      powers to represent the Company in acts of management and lawsuits and
      collections, including the special powers that require special clause under
      law.
      With regard to acts of ownership, the General Director will have such power
      in
      the terms and conditions that the Board of Directors of the Company
      determines.




The
      General Director, without prejudice of the foregoing, must:




1.  Submit
      to
      the Board of Directors the business strategies of the Company and of the
      entities it controls for its approval, in terms of the Securities Market Law,
      with basis on the information that such controlled entities
      provide.




2.  Comply
      with and enforce the resolutions of the Shareholders’ Meetings and the Board of
      Directors, pursuant to any instructions given by such Meetings or Board.




3.  Propose
      to the committee that carries out auditing functions, the guidelines of the
      internal auditing and control system of the Company and the entities it
      controls, in terms of the Securities Market Law, as well as enforce the
      guidelines approved by the Company’s Board of Directors for such
      purpose.




4.  Sign
      the
      relevant information of the Company, together with the relevant officers in
      charge of the preparation thereof, within the scope of his/her authority




5.  Disclose
      and distribute the relevant information and events that must be revealed to
      the
      public, in keeping with the provisions of the Securities Market
      Law.




6.  Comply
      with the provisions applicable to the execution of transactions relative to
      the
      acquisition and placement of the Company’s shares.




7.  Exercise,
      personally or through an authorized delegate, within the scope of his/her
      authority or by instructions of the Board of Directors, the corrective and
      liability actions that may be appropriate.




8.  Verify
      that the shareholders’ capital contributions are actually made, as
      applicable.




24




9.  Comply
      with the applicable legal requirements and with the requirements set forth
      under
      these bylaws with respect to the dividends payable to the
      Shareholders.




10.  Confirm
      that the accounting, registration, filing or information systems of the Company
      are maintained.




11.  Prepare
      and submit to the Board of Directors the report referred under article 172
      (one
      hundred and seventy two) of the General Law of Business Entities, except for
      the
      provisions of section b) thereof.




12.  Establish
      internal mechanisms and controls to verify that the acts and transactions of
      the
      Company and of the entities it controls, have complied with the applicable
      laws
      and regulations, as well as follow up the results of such mechanisms and
      internal controls and take any measures that may be necessary.




13.  Exercise
      the actions of liability pursuant to the provisions set forth under the
      Securities Market Law and these bylaws, against related persons or third parties
      that presumably may have caused damages to the Company or to the entities it
      controls, in terms of the Securities Market Law, or to the entities in which
      it
      may have significant influence, except if, following the opinion of the auditing
      committee, the Board of Directors determines that the damages caused are not
      relevant.




The
      General Director, to perform his/her duties and activities and to properly
      comply with his/her duties will be assisted by the relevant officers appointed
      for such purpose and by any employee of the Company or of the entities it
      controls, in terms of the Securities Market Law.




ARTICLE
      THIRTY-THREE. The Board of Directors will be the legal representative of the
      Company and will have full power to manage the businesses of the Company with
      a
      comprehensive power of attorney for lawsuits and collections, to manage assets
      and to exercise acts of ownership, without any limitation, i.e., with all the
      general powers and the special powers that require special clause under law,
      in
      terms of the first three paragraphs of article 2554 of the Civil Code of the
      Federal District, including the powers provided under article 2587 of such
      Civil
      Code. The Board of Directors is hereby expressly conferred the following powers,
      without limitation:




1.  To
      exercise the Company’s power for lawsuits and collections, which is granted with
      all general powers and the special powers that require special clause under
      law,
      for which it is conferred without any limitation, in accordance with the
      provisions of the first paragraph of article 2554 of the Civil Code of the
      Federal District and the corresponding articles under the Federal Civil Code
      and
      the Civil Codes for the rest of the States of the Republic, being empowered
      to
      move for voluntary dismissal of the actions it exercises and withdraw claims,
      including amparo proceedings; to file criminal complaints and withdraw such
      complaints; to assist the Public Prosecutor and grant pardon, if allowed by
      law;
      to settle, to submit to arbitration, to make and respond to interrogatories,
      to
      recuse judges, receive payments and carry out all other actions expressly
      determined by law, including representing the Company before criminal, civil,
      administrative and labor authorities and courts;




2.  To
      exercise the Company’s power to manage assets, in accordance with the provisions
      of the second paragraph of article 2554 of the Civil Code of the Federal
      District and the corresponding articles under the Federal Civil Code and the
      Civil Codes for the rest of the States of the Republic;




25




3.  To
      exercise the Company’s power for acts of ownership, in accordance with the
      provisions of the third paragraph of article 2554 of the Civil Code of the
      Federal District and the corresponding articles under the Federal Civil Code
      and
      the Civil Codes for the rest of the States of the Republic;




4.  To
      acquire and transfer stock or ownership interests of other
      companies;




5.  To
      exercise the Company’s power to sign, guarantee, endorse and otherwise negotiate
      or transact with negotiable instruments in any way, in terms of article 9 of
      the
      General Law of Negotiable Instruments and Credit Transactions;




6.  To
      open
      and close bank accounts in the Company’s name and appoint the persons that may
      draw against them, as well as to execute agreements with any financial
      intermediary or institution and make deposits or order electronic transfers
      of
      funds;




7.  To
      appoint delegates for the execution of specific acts and to grant general and
      special powers of attorney on behalf of the Company, having the power to revoke
      all or part of the delegations it makes and the powers of attorney it grants,
      reserving for itself the exercise of its powers and attributions;




8.  To
      appoint and remove the General Director, who may or may not be a shareholder
      or
      a member of the Board of Directors of the Company, and to appoint and remove
      members of the Board of Directors, managers, officers and attorneys in fact
      and
      to determine their duties, powers, work conditions, compensation and guarantees
      and particularly, to grant powers of attorney to the managers, officers, legal
      counselors and other persons that handle the labor relations of the Company,
      in
      order to allow such persons to appear before labor authorities, in the terms
      set
      forth under articles 11, 692, section II, 786, 876 and other related articles
      of
      the Federal Labor Law and who will be expressly empowered to appear before
      any
      labor authority, especially at hearings in the conciliation stage of labor
      proceedings, being authorized to execute the agreements that may result from
      such hearings and to make and respond to interrogatories on behalf of the
      Company;




9.  To
      create
      internal work regulations;




10.  To
      carry
      out all the actions permitted under these bylaws or that may be a consequence
      hereof;




11.  To
      call
      Shareholders’ Meetings and execute their resolutions;




12.  To
      appoint and remove the external auditors of the Company, considering the opinion
      of the Auditing Committee;




13.  To
      establish branches and agencies of the Company at any place within the Mexican
      Republic or abroad;




14.  To
      carry
      out and perform all the actions and transactions that pertain to it under law
      or
      that are entrusted to it under these bylaws or by resolutions of the
      Shareholders’ Meetings, with the limitations, if any, provided under these
      bylaws;




26




15.  To
      annually approve the budgets of the Company, as well as to approve modifications
      to any budget, in accordance with the results that the Company may report,
      as
      well as to authorize extraordinary expenses. The Meeting may limit or regulate
      the powers set forth under this paragraph 14;




16.  To
      present to the Shareholders’ Meeting the reports prepared by the Auditing
      Committee, the General Director and the External Auditor, among
      others;




17.  To
      resolve on the acquisition of shares issued by the Company itself, in terms
      of
      the Securities Market Law;




18.  To
      determine the policies of acquisition and placement of the Company’s shares, to
      give instructions for the purchase thereof and to designate the persons
      responsible for such acquisition and placement. The Board will inform the
      Ordinary General Shareholders’ Meeting annually of the exercise of such powers;




19.  The
      powers provided under these bylaws for the committees that assist the Board
      of
      Directors;




20.  The
      powers set forth under the Securities Market Law; and




21.  To
      execute any legal acts or agreements and adopt any determinations that may
      be
      necessary or convenient to fulfill the purposes of the Company.




Neither
      the President of the Board of Directors nor any Board member nor the Secretary
      nor the Substitute Secretary, as a result of their appointment, will have
      authority to answer depositions or interrogatories at any trial or proceeding
      in
      which the Company is a party. Such authority will be vested exclusively in
      the
      delegates that the Board of Directors appoints for such purpose and in the
      Company’s attorneys in fact that have been expressly granted such
      authority.




27


CHAPTER
      VII




SUPERVISION
      OF THE COMPANY




ARTICLE
      THIRTY-FOUR. The Board of Directors, through the Auditing Committee and the
      external auditor of the Company will be in charge of supervising the manner
      in
      which the businesses of the Company are conducted, carried out and handled.
      The
      Company will not be subject to the provisions of article 91, section V of the
      General Law of Business Entities or of articles 164 to 171, 172, last paragraph,
      173 and 176 of such Law with regard to the Statutory Examiner.




ARTICLE
      THIRTY FIVE.- The president of the Auditing Committee will be appointed and/or
      removed from office exclusively by the General Shareholders’ Meeting and may not
      preside the Board of Directors. The president of the Auditing Committee must
      be
      selected based on his/her experience, recognized capacity and professional
      prestige. Such officer must prepare an annual report of the activities that
      correspond to the Auditing Committee and present it to the Board of Directors.
      Such report will contemplate at least the following aspects: (i) With regard
      to
      the practices of the Company: (a) The observations with respect to the
      performance of the relevant officers. (b) The transactions with related persons
      during the fiscal year being reported, detailing the characteristics of the
      significant transactions. (c) The packages of payments or integral compensation
      of the general director and of the relevant officers of the Company. (d) The
      authorizations granted by the Board of Directors to allow a Board member,
      relevant officer or any person with executive authority in terms of the
      Securities Market Law to take advantage of business opportunities for
      him/herself or in favor of third parties, in the terms provided under article
      28, section III, subsection f) of the Securities Market Law. (ii) In auditing
      matters: (a) The current state of the internal control and internal auditing
      system of the Company and of the entities it controls and if applicable, a
      description of their deficiencies and deviations, as well as of the matters
      that
      require improvement, taking into account the opinions, reports and
      communications of the external auditor, as well as the reports issued by
      independent experts who may have provided their services during the period
      covered by the report. (b) The mention and follow up of the preventive and
      corrective measures implemented, with basis on the results of the investigations
      relative to any non-compliance with the operation and accounting records
      guidelines and polices of the Company itself or of the entities it controls.
      (c)
      The evaluation of the performance of the entity that provides the external
      auditing services, as well as of the external auditor in charge thereof. (d)
      The
      description and assessment of the additional or supplementary services, if
      any,
      that the entity in charge of carrying out the external auditing provides, as
      well as those provided by independent experts. (e) The principal results of
      the
      reviews of the financial statements of the Company and of the entities it
      controls. (f) The description and effects of any modifications to the accounting
      policies approved during the period covered by the report. (g) The measures
      adopted as a result of the observations deemed relevant, formulated by
      shareholders, Board members, relevant officers, employees and in general, any
      third party, with respect to the accounting, internal controls and matters
      related with the internal or external auditing or to those derived from the
      claims submitted in connection situations in the management that are considered
      inappropriate or irregular. (h) The follow up of the resolutions of
      Shareholders’ Meetings and the Board of Directors.




To
      prepare the reports referred under this clause, as well as the opinions
      indicated under article 42 of the Securities Market Law, the Auditing Committee
      must hear the relevant officers; in case of any differences of opinions with
      such officers, such differences will be incorporated into the abovementioned
      reports and opinions.




28




The
      Auditing Committee, in addition to the activities mentioned above, will be
      perform the following:




1.  Give
      opinions to the Board of Directors on the matters that pertain to the Auditing
      Committee, in accordance with the Securities Market Law.




2.  Request
      the opinion of independent experts in the cases it deems convenient, for the
      proper performance of its duties or if required pursuant to the Securities
      Market Law or the applicable general provisions.




3.  Call
      Shareholders’ Meetings and cause the items it deems pertinent to be inserted
      into the agendas of such Meetings.




4.  Evaluate
      the performance of the entity that provides the external auditing services
      and
      analyze the report, opinions, statements and other information prepared and
      signed by the external auditor. For such purpose, the Committee may require
      the
      presence of the abovementioned auditor when it deems it convenient, without
      prejudice of the fact that it must meet with such auditor at least once a year.




5.  Discuss
      the Company’s financial statements with the persons responsible for the
      preparation and review thereof, and with basis thereon, recommend to the Board
      of Directors the approval or disapproval of such financial
      statements.




6.  Inform
      the Board of Directors of the current condition of the internal control and
      internal auditing system of the Company or of the entities it controls,
      including any irregularities detected.




7.  Prepare
      the opinion referred under article 28, section IV, subsection c) of the
      Securities Market Law, with respect to the contents of the report presented
      by
      the General Director and submit it first to the consideration of the Board
      of
      Directors and then to Shareholders’ Meeting, with basis, among other elements,
      on the external auditor’s report. Such opinion must indicate, at
      least:




a)  If
      the
      accounting and information policies and criteria that the Company follows are
      adequate and sufficient, considering its particular circumstances.




b)  If
      such
      policies and criteria have been consistently applied in the information
      presented by the General Director.




c)  If
      as a
      consequence of numbers 1 and 2 above, the information presented by the General
      Director reasonably reflects the Company’s financial conditions and
      results.




8.  Support
      the Board of Directors in the preparation of the reports referred under article
      28, section IV, subsections d) and e) of the Securities Market Law, with respect
      to the principal accounting and information policies and criteria, as well
      as
      the report of the transactions and activities in which it may have participated
      in the exercise of its powers, pursuant to these bylaws and the Securities
      Market Law.




9.  Supervise
      that the operations referred to under articles 28, section III and 47 of the
      Securities Market Law, are carried out in accordance with such legal provisions,
      as well as with the policies derived therefrom.




29




10.  Request
      the opinion of independent experts in the cases it deems convenient, for the
      adequate performance of its duties or when required under the Securities Market
      Law and under the applicable general provisions.




11.  Require
      the relevant directors and other employees of the Company or of the entities
      it
      controls to provide reports relative to the preparation of the financial
      information or any other kind of reports or information it deems appropriate
      to
      perform its duties.




12.  Investigate
      possible violations that it may have knowledge of, relative to the operations,
      internal control and internal auditing system, accounting records and operation
      policies and guidelines, whether of the Company itself or of the entities it
      controls, for which it must examine the documentation, records and other
      evidence to the extent and degree that may be necessary to carry out such
      investigations.




13.  Receive
      observations formulated by shareholders, Board members, relevant officers,
      employees and in general, any third party with regard to the matters referred
      under the preceding paragraph, as well as carry out the actions that, in its
      judgment, may be appropriate in connection with such observations.




14.  Request
      periodic meetings with the relevant officers, as well as the delivery of any
      information related with the internal control and internal auditing system
      of
      the Company or of the entities it controls.




15.  Inform
      the Board of Directors of any material irregularities detected as a result
      of
      the performance of its duties and, if applicable, of the corrective actions
      adopted, or otherwise propose the actions that should be taken.




16.  Supervise
      that the General Director complies with and enforces the resolutions of
      Shareholders’ Meetings and of the Board of Directors of the Company, pursuant to
      any instructions that such Meeting or Board may give.




17.  Supervise
      that internal controls and mechanisms are established in order to verify that
      the actions and operations of the Company and of the entities it controls follow
      the applicable legislation and norms and implement methodologies to verify
      proper compliance with the foregoing.




18.  All
      others provided under these bylaws and the Securities Market
      Law.




ARTICLE
      THIRTY SIX.- The Company must have an external auditor, who may be invited
      to
      attend the sessions of the Board of Directors. Such external auditor will have
      the right to speak but not to vote at such Board sessions. When invited to
      Board
      Sessions, the external auditor must not be present during the discussion of
      any
      matters on the agenda with which such auditor may have a conflict of interest
      or
      that may jeopardize such auditor’s independence.




The
      Company’s external auditor must issue an opinion of the financial statements,
      prepared in accordance with auditing rules and standards and generally accepted
      accounting principles.


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CHAPTER
      VIII




FISCAL
      YEAR AND FINANCIAL INFORMATION




ARTICLE
      THIRTY-SEVEN. The Company’s fiscal year will run from January 1st to December
      31st of each year. If the Company is in liquidation, merges with another company
      as the merged entity or is extinguished as a result of a spin-off, its fiscal
      year will end anticipatorily on the date on which the liquidation process
      begins, the merger is effective or the Company is extinguished as a consequence
      of a spin-off. In the case of liquidation, it will be deemed that a fiscal
      period will run throughout the entire time that the Company is under
      liquidation.




ARTICLE
      THIRTY-EIGHT. Within the first three months after the closing of each fiscal
      year, the Board of Directors will integrate at least the following
      information:




I.  A
      report
      on the Company’s performance during the fiscal year in question and of the
      policies followed by the Board of Directors, as well as of the principal current
      projects, if any;




II.  A
      report
      that states and explains the principal information and accounting policies
      and
      criteria followed to prepare financial information;




III.  A
      statement on the Company’s financial situation, as of the closing date of the
      fiscal year in question;




IV.  A
      statement showing the Company’s results during the fiscal year in question, duly
      explained and classified;




V.  A
      statement showing any changes in the financial situation during the relevant
      fiscal year;




VI.  A
      statement showing the changes in the entries that integrate the Company’s assets
      that occurred during the relevant fiscal year; and,




VII.  Any
      notes
      that may be necessary to complete and clarify the information provided in the
      abovementioned statements.




The
      report indicated hereinabove, together with the report of the Auditing
      Committee, must be at the disposal of the holders of common or ordinary shares,
      at least fifteen days prior to the date of the Ordinary General Meeting that
      will discuss such reports. The abovementioned shareholders will have the right
      to obtain a copy of such reports.




In
      addition, the Company will be obligated to present to the Ordinary General
      Shareholders’ Meeting a report on the Company’s compliance with its tax
      obligations during the last fiscal year, pursuant to article 86, section XX
      of
      the Income Tax Law. Such obligation will be deemed fulfilled if the report
      on
      the review of the fiscal situation provided by the relevant Public Accountant,
      is distributed and read. The abovementioned report may be included in the Board
      of Directors’ report referred under this article thirty [sic].




31


CHAPTER
      IX




PROFITS
      AND LOSSES




ARTICLE
      THIRTY-NINE. The amounts set forth below will be deducted from the net profits
      of each fiscal year indicated in the Financial Statements duly approved by
      the
      Ordinary General Shareholders’ Meeting, after deducting the necessary amounts
      to: (i) pay or make the corresponding provisions for the payment of the
      corresponding taxes; (ii) the mandatory separations in accordance with the
      applicable law; and (iii) the amortization of losses of prior fiscal years,
      if
      any:




I.  5%
      (five
      percent) of the net profits will be separated to establish, increase or
      replenish the reserve fund, until such reserve fund is equal to 20% (twenty
      percent) of the capital stock.




II.  The
      amounts that the Meeting determines to create or increase general or special
      reserves will be separated for such purpose, including, if applicable, the
      reserve to acquire the Company’s own shares, referred under article 56 of the
      Securities Market Law.




III.  The
      Meeting will decide the amount of any remainder that will be used to pay to
      the
      shareholders any dividends that may be determined, in accordance with these
      bylaws.




IV.  Any
      surplus will remain at the disposal of Meeting or, if the Meeting authorizes
      it,
      of the Board of Directors. The Meeting or the Board, as applicable, may use
      the
      surplus for the purposes they deem convenient, considering the Company’s and the
      shareholders’ best interests.




ARTICLE
      FORTY. Losses, if any, will be shared by all the shareholders in proportion
      to
      the number of their shares and up to the amount of the corporate assets they
      represent.


32


CHAPTER
      X




DISSOLUTION
      AND LIQUIDATION




ARTICLE
      FORTY-ONE. The Company will be dissolved in any of the cases provided under
      article 229 of the General Law of Business Entities, with the agreement of
      the
      Extraordinary General Shareholders’ Meeting.




ARTICLE
      FORTY-TWO. After the Company has been dissolved, the liquidation process will
      begin. The Extraordinary General Shareholders’ Meeting will appoint one or more
      liquidators and may appoint any substitutes of such liquidators that it desires.
      The liquidators and their substitutes will have the powers conferred to them
      under law or by the Shareholders’ Meeting that appoints them.




ARTICLE
      FORTY-THREE. The liquidators will conduct the liquidation in accordance with
      any
      guidelines that the Meeting determines, or otherwise, in accordance with the
      following guidelines and the provisions of Chapter XI of the General Law of
      Business Entities:




I.  They
      will
      conclude the businesses in the manner they deem most convenient;




II.  The
      will
      collect the credits and pay the debts, selling any of the Company’s assets that
      may be necessary for such purpose;




III.  They
      will
      formulate the final liquidation balance; and




IV.  Once
      the
      final liquidation balance is approved, they will distribute the distributable
      liquid assets among all shareholders, equally and in proportion to the number
      of
      shares of each shareholder and the value thereof. In case of any difference
      among the liquidators, an Extraordinary General Shareholders’ Meeting must be
      called to resolve any matters in dispute.




ARTICLE
      FORTY-FOUR. During the liquidation, the Meeting will meet as provided under
      these bylaws and the liquidators will carry out the functions that would have
      corresponded to the Board of Directors during the normal life of the
      Company.




33


CHAPTER
      XI




APPLICABLE
      LAW AND JURISDICTION




ARTICLE
      FORTY-FIVE. In the event of any controversy between the Company and its
      shareholders or between the shareholders in connection with any matters relative
      to the Company, or for the interpretation and execution of these bylaws, the
      Company and the shareholders expressly submit to the applicable laws and to
      the
      competency and jurisdiction of the competent courts of Mexico City, and hereby
      waive any other forum they could be entitled to by reason of their domicile
      or
      for any other reason.




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