RESTATED BY-LAWS  FIRST CHAPTER CORPORATE NAME, PORPOSE,
    DOMICILE, DURATION AND NATIONALITY OF THE CORPORATION CLAUSE FIRST: The corporation
    shall be named "VITRO",
    followed by the words "SOCIEDAD ANONIMA BURSATIL DE CAPITAL VARIABLE",
    or its initials, "S.A.B. de C.V. CLAUSE SECOND.- The Corporation
    shall have as corporate purpose: a) to subscribe for, dispose off or acquire
    shares of capital stock, bonds, debentures, certificates, promissory notes,
    securities granting optional rights and other securities ("titulos valor") and other documents issued in series or massive, and in general, to carry
    out all operations permitted by the legal provisions. b).- to acquire or
    offer the shares representing its capital stock in accordance to applicable
    law, the policies and resolutions of the Board of Directors regarding the
    acquisition and placement of the purchased own shares through the Mexican
    stock exchange ("Bolsa Mexicana de
  Valores, S.A. de C.V:") or through any other exchange markets in which
    such shares are listed. c).- to enter into all kind contracts and transactions
    of civil, mercantile, credit, and financial nature including derivative transactions,
    repurchase agreement ("reporto") and trust ("fideicomiso")
    in accordance to the law. d).- to enter into all kind of loan agreements
    and to guarantee and guarantee "por aval" or in any other form, through
    personal guarantee or "real" guarantee, including as guarantor or joint and
    several guarantor the fulfillment of the obligations or credit instruments
    entered into by its subsidiaries, affiliated or associated companies or any
    other person with the authorization of the Board of Directors. e).- to issue,
    accept, endorse and guarantee "por aval" negotiable instruments issued by the Corporation's account, its subsidiaries,
    associated or affiliated or any other third party with the authorization of
    the Board of Directors. f) to render all kind of services and to carry out
    analysis and studies with respect to the promotion, enhancement and restructure
    of its subsidiaries, associated or affiliated companies. g).- to acquire, dispose off, convey, lease, administrate, extend, modify, repair, give maintenance
    to all kind of real property and personal property. h).- in general, enter
    into agreements, to carry out transactions and perform all acts necessary
    or convenient for the achievement of its fundamental purposes. CLAUSE THIRD.- The domicile
    of the Corporation is San Pedro Garza Garcia, Nuevo Leon, Mexico and shall
    not be considered as changed, even though the Corporation establishes agencies
    or subsidiaries in other places of the
  Mexican Republic or abroad. CLAUSE FOURTH.- The duration
    of the Corporation, shall be 200 years computed from August 27, 1936. CLAUSE FIFTH.- The Company has a Mexican Nationality:
  "No foreign person, whether individual
    or legal entity, may have any corporate participation or become owner of shares
    of the Corporation. If for any reason, any of the persons set forth above,
    in any event would acquire a corporate participation or be owner of one or
    more shares, thus infringing the foregoing paragraph, it is hereby agreed
    that such acquisition shall be null and void, and therefore, such corporate
    participation and the instruments represented thereby, shall be canceled and
    rendered without no value, having it reduced the capital stock in an amount
    equal to the canceled participation." In addition to the forgoing,
    in no case and under no circumstance the following entities may not, directly
    or indirectly, own shares of the Corporation: a) individual or legal entities,
    whether foreign or Mexican nationality without foreign exclusion clause; provided,
    however that such clause should be stated in the By-laws of the acquirer party
    and in any other corporation or partnership which directly or indirectly is
    part of the capital stock of such acquirer party; b) groups, units, associations,
    trusts, and any other entity, with or without legal status, being foreign,
    admitting foreigners, or which in any manner, directly or indirectly, intervene
    foreigners or corporation that in any manner foreigners are part thereof (except
    in the case of trusts formed by the Corporation to issue ordinary share certificates
    to be placed for the investment public); foreign governments or sovereigns. Any violation to these restrictions will cause the Corporation to declare
    the acquisition as null and void and repudiate acquirer as proprietary thereof;
    an no corporate or economic rights part of shares may not be exercised. SECOND CHAPTER CAPITAL STOCK AND
    SHARES CLAUSE SIXTH.- The capital
    stock is variable. The minimum capital is in the amount of $324'000,000.00
    (Three hundred twenty four Million pesos 00/100 Mexican Currency) represented
    in 324'000,000 common, registered shares without par value. The fixed and variable
    part of the capital stock shall be represented in just one common share Series
    "A", which shall be divided into Class I representing the fixed part of the
    capital stock and Class II representing the variable part of the capital
  stock. Pursuant to the General Law of Commercial Corporations, the share certificates
    shall not express the amount of the capital stock. Through resolution of
    the General Extraordinary Shareholders Meeting, the Corporation may issue
    shares different from the common shares, if and when such shares are duly
    authorized by the Mexican Securities and Exchange Commission (Comision Nacional Bancaria y de Valores)and
    in accordance with the Mexican Securities Exchange Law ("Ley del Mercado de Valores") and in compliance with the provided
    in Clause Seventh hereof. In order to cancel the
    registration of the shares in the Mexican Securities Registry ("Registro
    Nacional de Valores"), whether by petition of the Corporation through
    resolution adopted by the General Extraordinary Shareholders Meeting with
    an affirmative vote of the shareholders with or without entitled to vote representing
    95% (ninety five percent) of the capital stock or by resolution adopted by
    the Mexican Securities and Exchange Commission in terms of the Mexican Securities
    Exchange Law, the Corporation assumes the obligation to make a public offer
    having previously cancelled such registration in terms of the Mexican Securities
    Exchange Law and, in its case, to the general provisions for such effect issued
    by the Mexican Securities and Exchange Commission, unless the Corporation
    is exempted to execute such public offer, whether by resolution of the Commission
    or in the circumstances provided in the mentioned provisions. Notwithstanding the foregoing,
    the Corporation shall be exempted to execute public offers referred to in
    the above paragraph, whenever certifying to the Mexican Securities and Exchange
    Commission the approved consent from the shareholder representing at least
    95% (ninety five percent) of the capital stock of the Corporation, granted
    by the approved resolution of the Shareholders Meeting in which states that
    the amount to be offered to the investment public shall not exceed of 300,000
    investment units and the Corporation constitutes the trust referred to in
    Article 108, fraction II of the Mexican Securities Exchange Law and notifies
    the investment public on the cancellation and formation of such trust as established
    in the provisions of general nature applicable to securities issuer. Likewise, once the purchase
    public offer is made and before canceling the registration in the Registry,
    the Corporation undertakes the obligation to affect in a trust for a minimum
    term of six (6) months, the necessary resources to purchase at the same price
    of the offer, the shares from the investors that failed to attend. Any transfer of shares
    in favor of any person or group of persons acting in concert, that accumulates
    in one or more transactions more than 9.9% (nine point nine percent) of the
    total outstanding shares shall be subject to the authorization of the Board
    of Directors. The first paragraph applies
    to, including, but not limited to: a) the purchase or acquisition of any title
    or mean, of Series "A" shares representing the capital stock of this Corporation
    or any other Series issue or to be issued in the future by the Corporation,
    including Ordinary Participation Certificates (Certificados de Participacion Ordinaria)which
    underlying value may be with shares issued by the Corporation; share deposit
    receipts or any other document representing rights on any share of the Corporation;
    b) the purchase or acquisition of any kind of right corresponding to holders
    or proprietors of Series "A" shares or any other share Series issued by the
    Corporation in the future; c) Any Agreement, Covenant or legal act which intends
    to limit or resulting from the transfer of any other right or authority corresponding
    to stockholders or shareholders of the Corporation, including financial instrument
    or operations derived thereof, as well as any act involved in any loss or
    limitation of voting rights granted by the shares representing the capital
    stock of the Corporation; and d) Purchase or acquisition intended by one or
    more interested parties acting or linked to each other, de facto or de jure, to take decisions
    as a group, partnerships or consortium. The affirmative, prior,
    and written resolution adopted by the Board of Directors referred to herein,
    shall be indistinctly required if the purchase or acquisition of any share,
    securities and/or rights will be executed in or out of the Stock Exchange,
    directly or indirectly through public offer, private offer or any other modality
    or legal act, in one or several transaction of any legal nature, simultaneously
    or successive, in Mexico or abroad. Also, the affirmative,
    prior and written resolution adopted by the Board of Directors shall be required
    to enter into Agreements, Covenants, and any other legal act of any nature,
    whether oral or written, by virtue thereof in which certain mechanisms or
    voting association agreements form or adopt to be exercised in one or several
    Shareholders Meeting of the Corporation when the number of votes grouped result
    in an equal or higher number to any percentage of the total shares representing
    the capital stock of this Corporation which is equal to or higher than 9.9%
    (nine point nine percent) or any other multiple of 9.9% (nine point nine percent)
    of the capital stock. A minority director's appointment agreement shall
    not be understood as an agreement mentioned herein. Such agreements shall
    be subject to the Mexican Securities Exchange Law and shall not be enforceable
    as to the Corporation in prejudice of the other shareholders or estate interest
    or the business of the Corporation. The written application
    to acquire shares shall be submitted by the interested party upon consideration
    of the Board of Directors of the Corporation which shall be delivered to the
    Chairman of the Board with copy to the Secretary; in the understanding, however
    that, any misrepresentation by applicants and/or legal representatives will
    turn into criminal sanctions and be responsible of prejudice therefrom including
    moral hazard to the Corporation, its subsidiaries and affiliates. Such application
    shall include, as a minimum, including, but not limited to, the following
    information provided under oath: a) Number, Series, Class of shares involved
    and pretended legal act or acts; b) Applicant or applicants' identity and
    nationality, if applicant act by itself/themselves or in its/their own, whether
    as mandatary, shareholder, commission agent, fiduciary, trustor, trustee,
    member of the Technical Committee or its equivalent, trustees, or agents from
    third parties, and if acting with or without third party representation in
    Mexico or abroad; c) Identity and nationality of the partners, shareholders,
    attorneys-in-fact, principals, fiduciaries, trustors, trustees, members of
    the Technical Committee or its equivalent, assignee, and applicants' agent
    in Mexico or abroad; d) Identity and nationality of whoever take control of
    applicants, directly or indirectly through commission agents, fiduciary, trustor,
    trustees, and other entities or persons mentioned in paragraphs b) and c)
    above; e) Those persons mentioned above that might be related with each other,
    spouse or are have blood relationship, affinity or civil relationship in fourth
    degree; f) Those mentioned above who have or not competitors in this Corporation
    or its subsidiaries and affiliates, and if they keep any legal, economic,
    or in fact relationship with any competitor, client, supplier, creditor or
    shareholder or at least 5% (five percent) of the capital stock of the Corporation,
    its subsidiaries or its affiliates; g) Individual participation already own,
    directly or indirectly, by the applicants and any of the mentioned above in
    the shares, securities, rights, and mechanisms or voting partnership agreements
    referred to in this Clause; h) The origin of the funding pretended to pay
    the transaction subject matter of the application, shall specify the identity,
    nationality, and other information as to who is providing or will provide
    such funding; shall explain the legal nature and conditions of such funding
    or contribution, including a description of any kind of guarantee to e granted;
    and also reveal if such person or person are, directly or indirectly, competitors
    of this Corporation or its subsidiaries or affiliates; or if they keep a legal,
    economic or fact relationship with ay competitor, client, supplier, creditor,
    or shareholder or proprietary of at least 5% (five percent) of the capital
    stock of the Corporation, its subsidiaries or affiliates; i) The purpose of
    the transaction or transactions to be executed; and if any of the applicants
    have the intention to continue acquiring, directly or indirectly, shares and
    additional rights referred to in the application, and in its case, pretended
    custody or voting percentage; if the intention is to acquire 30% (thirty percent)
    or more of the capital stock or control of the Corporation via share acquisition,
    mechanisms or voting partnership agreement or any other mean; and j) In its
    case, any other additional information or documentation required by the Board
    of Directors to adopt a resolution. This information or documentation shall
    be requested by the Board within the following 30 (thirty) business days of
    the application. In the event of any purchase
    or acquisition of shares or if a restricted agreements is entered as the ones
    mentioned in this Clause without considering the requirement to obtain the
    affirmative, prior, and written resolution of the Board of Directors of the
    Corporation and in its case, comply with the provisions cited above, the shares,
    securities and rights subject matter of such purchase, acquisition or agreements,
    shall not grant any voting right or authority in the Shareholders Meeting
    of the Corporation, neither exercise any corporate right that may correspond
    to such shares or rights. Therefore, in such events, the Corporation shall
    not register, acknowledge, set a value to the share deposit receipts issued
    by any credit institution or the securities deposit in the country, to certify
    the attendance right for a Meeting. Such shares, rights or securities to
    be registered in the Share Registry carried by the Corporation shall not be
    registered; or in its case, the Corporation will cancel the registration in
    the Share Registry carried by the same. The holders and proprietary
    of shares of any Series representing the capital stock paid of this Corporation,
    as well as its securities, documents, agreements, and covenants referred to
    herein, by the very fact of being holders of such shares, expressly agree
    to comply with the provided in this Clause and with the resolutions taken
    by the Board of Directors thereof. Likewise, such holders accept that the
    Board of Directors carries out all kind of investigations and information
    requirements to verify compliance of this clause and, in its case, comply
    with the then applicable legal provisions. For purposes of these by-laws,
    it shall be considered except for contrary evidence that the Directors of
    the Corporation violate their loyalty if attempt against, promote, encourage
    or permit any supposition or circumstance de facto or de jure contravening
    the terms or purposes of this Clause, and shall not be entitled to any indemnification
    or benefit on account of the corporation patrimony, including insurance premiums
    of costs and expenses of any transaction agreement. The Board of Directors,
    once taken the corresponding determination in terms hereof, may evaluate among
    other aspects, the following: i) The expected benefit for the development
    of the Corporation, ii) The increase featured in the value of the shareholders
    investment; iii) protection of the minority shareholders other than the qualified;
    iv) If presumed purchaser or acquirer is a direct or indirect competitor of
    the Corporation or its subsidiaries and affiliates or if it is related to
    any competitors of the Corporation or its subsidiaries and affiliates; v)
    That applicant had complied with the requirements provided in this Clause
    when requiring certification for each 9.9% (nine point nine percent) of the
    capital stock to be acquired and other applicable legal requirement, vi) the
    protection of the workers' rights of the Corporation and its subsidiaries;
    viii) Keep an adequate investment basis; and ix) Any other requirements deemed
    appropriate by the Board of Directors including the possible a third party
    request for an opinion on the price reasonability or claims from the interested
    party. The Board of Directors
    shall resolve all the petitions referred to herein within the following three
    months to the date in which the application or applications were filed. In any event, if the Board fails to resolve the application or applications in
    the aforementioned term, shall be considered as if the Board has denied the
    authorization. Likewise, since this a strategic matter of the Corporation,
    the Board may reserve disclosure of such event to the investment public. For purposes of this clause,
    the acquisition of shares or rights on the shares, as well as the securities,
    documents, agreements and covenants referred to in the second paragraph hereof,
    besides of the ownership and co-ownership of the shares, also includes usufruct,
    bare owner, usufructuary, loan, securities repurchase agreement ("reporto"),
    pledge, possession, fiduciary ownership or any rights derived from trusts
    or similar concept under Mexican or foreign legislation, the authority to
    exercise or have the probability to determine the exercise of any right as
    shareholder, the authority to determine the alienation and transfer in any
    manner of the shares or any right derived therefrom, or to have the right
    to receive the benefits or proceeds from alienation, sale, and usufruct of
    the shares and rights derived therefrom. In order to determine
    if the percentage and amounts referred herein are reached or exceeded, have
    to group, in addition to the shares or rights owned by proprietaries or holders
    the persons pretending to purchase or acquire shares or rights thereof, the
    following shares and rights: a) the shares or rights pretended to be acquired;
    b) the shares or rights owned by legal entities through which the presumed
    acquirer, acquirers or persons referred to herein, have a direct or indirect
    participation; or having entered an agreement, covenant or arrangement, whether
    direct or indirect, by virtue of which may exercise any right or authority
    of such legal entity due to its ownership of shares or rights, including the
    supposition of Meaningful Influence or Executive Authority ("Influencia
    significativa o Poder de Mando")in terms of the Mexican Securities Exchange
    Law; c) acts or rights on any share subject to Trusts or similar concepts
    in which the presumed acquirer or acquirers, relatives to fourth degree or
    any person acting on account of or by virtue of an agreement, covenant or
    arrangement entered with presumed acquirer or referred relative; d) acts or
    rights on shares owned by relatives to fourth degree of the presumed acquirer;
    and e) shares or rights owned by individuals by virtue of any act, agreement
    or covenant entered with presumed acquirer or any other individual or legal
    entity referred to in paragraphs b), c), and d) above; or related to any of
    these entities that may affect or determine the exercise of any authority
    or right corresponding to such shares or rights. The provisions of the
    Clause shall not be applicable to: a) hereditary transfer of shares; and b)
    increases to the percentage of share equity due to any decrease or increase
    of the capital stock resolved by the Shareholder Meeting of the Corporation,
    except for any merger with companies incorporated to another corporate group
    other than the Corporation. CLAUSE SEVENTH: For as
    long as shares representing the capital stock of the Corporation are registered
    in the Mexican Securities Registry, the Corporation, prior express authorization
    of the Mexican Security and Exchange Commission, may, and without regard to
    the provisions of article 198 of the General Law of Commercial Corporations,
    issue shares other than common, whenever limited, restricted or non-voting
    shares including those mentioned in Article 112 and 113 of the General Law
    of Mercantile Corporations, do not exceed 25% (twenty five percent) of the
    paid capital stock which the Mexican Securities and Exchange Commission considers
    as placed among investing public on the date of the public offer according
    to the general provisions issued by the Commission for such purpose. Notwithstanding
    the foregoing, the Mexican Security and Exchange Commission may authorize
    the limit mentioned if and when the issuance considers any kind of shares
    necessarily convertible into common in a not exceeding term of five years
    computed from the time of its placement or are shares or investment instruments
    which limit voting rights depending on holders' nationality. Non-voting shares
    shall not be computed for purposes of computing the quorum of the Shareholders
    Meetings, while limited or restricted voting shares shall only be computed
    to legally session at the Shareholders Meetings to which such holders shall
    be called to exercise their voting right. CLAUSE EIGHTH: The Corporation
    may acquire representing shares from its corporate capital or credit instruments,
    as well as the financial instruments derived thereof or optional certificates
    derived from such shares payable in specie, without regard to the prohibition
    mentioned in Article 132 of the General Law of Mercantile Corporations in
    accordance with the Mexican Securities Exchange Law and other general provisions
    issued by the Mexican Securities and Exchange Commission. The General Ordinary Shareholders
    Meetings shall expressly determine for each year, the maximum funding which
    may be available to purchase its own shares or credit instrument representing
    such shares, with the only limitation that the aggregate amount of such funding
    may be devoted to such purpose, but in no event shall exceed the total balance
    of the net profits of the Corporation, including the retained profits. A Board of Directors resolution
    is not required to purchase or sell the Company's own shares, however such
    Board shall have the authority to advise the General Ordinary Shareholders
    Meeting for each year, the maximum amount of funding available to this purpose. Likewise, the Board of Directors
    shall designate the person or persons responsible to handle the funding for
    the acquisition and offering procedure the Corporation own shares, complying,
    in every instance, with the acquisition and offering policies adopted by the
    Board of Directors, as well as to the resolutions adopted by the Board of
    Directors based thereon and instruct the purchase and offering of such shares. As long as the shares remain
    in the Corporation, such shares shall not be represented, nor voted in the
    Shareholders Meetings, and no monetary social rights of any kind may be exercised. The shares issued by and owned
    by the Corporation and the credit instruments representing such shares that
    remain in the Corporation, or in its case, issued but not registered shares
    kept in treasury may be offered to the investing public, without being necessary
    any kind of resolution adopted by the Shareholders Meeting or the Board of
    Directors. For purposes hereof, the preferential right provided in the General
    Law of Mercantile Corporation shall not apply. Legal entities under the control of the Corporation
    may not, directly or indirectly, acquire representing shares of the corporate
    capital of the Corporation nor credit instruments representing such shares,
    except for any acquisition executed through investment corporations. The acquisitions or alienations executed on
    financial instruments or optional certificates having representing shares
    derived thereof the capital stock of the Corporation, and payable in specie,
    shall not be subject to be acquired in the national securities exchange, and
    that the acquisition, and in its case the alienation in the securities exchange
    is executed at a market price except for public sale or auction authorized
    by the Commission. Fiduciaries from trusts formed with the purpose
    to establish stock purchase option plans for employees and from the pension,
    retirement, or seniority premium funds of the Corporation or from legal entities
    under control of the Corporation and any other fund with similar purposes,
    formed, directly or indirectly by the Corporation, may only alienate or acquire
    from the Corporation shares representing its capital stock or credit instruments
    represented by or option certificates or financial instruments having representing
    shares derived thereof the capital stock of the Corporation or credit instruments
    represented in public sale or auction authorized by the Mexican Securities
    and Exchange Commission subject to the provided in Article 366 of the Mexican
    Securities Exchange Law. In the event that shares representing the capital stock
    of the Corporation ceased to be registered in the Mexican Securities Registry,
    provisions of this Article shall not apply, and the Corporation shall be subject
    to the provisions of article 134 of the Mexican General Law of Commercial
    Corporations with respect to the acquisition of its own shares from capital
    stock, and in the event of amortization of shares with distributable profits,
    the Corporation shall abide by the provisions of article 136 of such law. CLAUSE NINTH: For purposes of any increase and decrease
    of the capital stock, the following rules must be complied: I. Regarding any
    increase or decrease of the fixed minimum portion of the capital stock, the
    resolution shall be taken by the Extraordinary Shareholders Meeting, with
    the corresponding statutory amendment of the corporate by-laws. Such Shareholders
    Meeting shall, in such event, be formalized before a Notary Public and registered
    before the Registry of Commerce of the corporate domicile. II. If the increase
    or decrease of the capital stock is in its variable portion, such increase
    or the decrease may be resolved by the General Ordinary Shareholders Meeting,
    and the Minute of the Meeting, which resolved such increase or decrease, shall
    be formalized and without being necessary to register such resolution before
    the Registry of Commerce of the corporate domicile. Notwithstanding the foregoing,
    a resolution from the General Ordinary Shareholders Meeting shall not be required
    when the capital is decreased as mentioned in the Mexican Securities Exchange
    Law related to the acquisition executed by the Corporation of the corresponding
    representing shares of its stock capital. III. No increase in the capital
    stock may be decreed until the shares representing the last increase agreed
    has been subscribed and paid in full or until such shares have been cancelled. The General Shareholders Meetings authorizing the increase of capital stock
    shall also determine the terms and conditions to carry them out. The capital stock may be increased
    by ulterior contributions of the shareholders, capitalization of the accounts
    referred to in article 116 of the Mexican General Law of Commercial Corporations,
    or capitalization of liability accounts of the Corporation. In the event
    of capital increase as a consequence of a capitalization of accounts of the
    stockholders equity, all outstanding shares shall be entitled to the corresponding
    proportional part of the shares issued to reflect the increase. Except for increase in capital
    through public sale or offering of own shares previously acquired by the Corporation,
    the Shareholders shall have the preemptive right to subscribe the shares issued
    within each Series as a consequence of the increases of the capital stock
    that have been approved, in proportion to the number of shares of the respective
    Series, having to exercise such preemptive right within the following fifteen
    days period from the date of the publication in the official gazette of the
    corporate domicile, on regard to the resolution of the Meeting that resolved
    the increase,. However, if at the Meeting which decreed the increase, the
    totality of the shares constituting the capital stock were represented, such
    fifteen day term shall run and be counted as from the date the Meeting took
    place and the Shareholders will be considered as notified of such resolution
    at that time, and such publication shall not be necessary. Regarding the
    shares to which the Shareholders failed to exercise their preemptive right
    within the term mentioned above, the Board of Directors shall be authorized
    to determine the person or persons to whom the non-subscribed shares shall
    be offered to for subscription and payment. The capital stock may be decreased
    in the following events: (a) to absorb losses; (b) by reimbursement to the
    shareholders; (c) To amortize shares with distributable profits; (d) by release
    granted to the shareholders from unpaid payments; (e) to exercise the right
    of separation / severance ("derecho de separacion") in terms of Article 206 of the General
    Law of Commercial Corporations and [sic](e) Due to the purchase of shares
    made by the Corporation on account of its capital stock for representing shares
    of its capital stock in term of Article Eighth hereof. Decreases of the capital stock
    to absorb losses shall be carried out and in a strictly proportional manner
    among the shareholders, without the need to cancel and exchange outstanding
    shares, since such shares have no par value. In the event of reductions of
    the capital stock by reimbursement to the Shareholders, the designation of
    the shares to be canceled shall be made by raffle before a Notary Public or
    an authorized mercantile official ("corredor
  titulado"). Resolutions on decreasing the capital by reimbursement
    to shareholders shall be published three times in the Official Gazette of
    the corporate domicile, elapsing ten days between each publication. The capital stock may be decreased
    by the amortization of shares with distributable profits in terms of article
    136 of the Mexican General Law of Commercial Corporations. The amortization
    shall be carried out, at the election of the General Extraordinary Shareholders
    Meeting through: (a) the acquisition of shares in public sale made at the
    Stock Exchange, at a market price and according to the method determined by
    the Shareholders Meeting, which may delegate such authority to the Board of
    Directors; (b) in a proportional manner among the shareholders, to the effect
    that, after the amortization is made, the shareholders will keep the same
    percentages regarding the capital stock that they held before. Amortized
    shares shall be canceled and the capital stock shall be reduced according
    to the provisions of this Article. The reduction of the capital
    stock made by release granted to the shareholders for non-made payments, must
    be published three times in the official gazette of the federal entity in
    which the Corporation has its domicile elapsing 10 days between each publication. In terms hereof and
    Article 50 of the Mexican Securities Exchange Law, shareholders are not entitled
    to totally or partially withdraw their contribution, therefore the General
    Law of Mercantile Corporation shall not be applicable. Except for the capital
    stock changes derived from the purchase or sale of own shares executed by
    the Corporation in term of clause Eighth hereof and other provisions of the
    Mexican Securities Exchange Law, all increase or decrease in the variable
    part of the capital stock should be registered in the Capital Variations Book
    carried by the Corporation for such purpose. CLAUSE TENTH: The Corporation
    may issue non-subscribed shares kept by treasury to be offered to the public,
    whenever all terms and conditions of the Mexican Securities Exchange Law are
    complied with for such effects. CLAUSE ELEVENTH: Final
    share certificates shall be issue within a term not greater than one hundred
    eighty calendar days, computed from the date in which their issuance or exchange
    was resolved. Provisional certificates may be issue and shall always be nominative
    and exchanged for final certificates in due course. Final share certificates
    and provisional certificates may include one or more shares, shall include
    the requirements established in article 125 of the General Law of Commercial
    Corporations and shall contain the text of Clause Sixth of these By-laws,
    share certificates shall have attached numbered coupons for the payment of
    dividends, and the autograph signature of any two Directors, or the autograph
    signature of one such administrators and the other in facsimile form, provided
    that, in the latter case, the original of the corresponding signatures has
    been be deposited at the Public Registry of Commerce at the corporate domicile
    of the Corporation. The shares to be deposited
    in an institution for securities deposit may be represented in multiple certificates
    or in one single certificate covering part or all shares subject matter of
    the issuance and deposit. In such event, the certificates
    representing such shares shall be issued with an statement to be deposited
    in an institution to deposit securities, it shall not be necessary to include
    in such document the name, domicile, or the nationality of the holder or holders. The Corporation shall
    hold a Share Book as prescribed by Article 128 of the General Law of Commercial
    Corporations, and the Corporation shall only recognize as holder of the representing
    shares of its corporate capital those persons registered in such Book, except
    in the events of those shares deposited in any institution for securities
    deposit in terms of the Mexican Securities Exchange Law. The Corporation
    will know as shareholder, only those individuals certifying such capacity
    with the respective deposit receipt, attached with the corresponding shareholders
    list in terms of the Mexican Securities Exchange Law. The Corporation may, under
    the corresponding legal terms, entrust institutions for the deposit of securities,
    the registry of shares and the performance of the respective registrations
    in the same. CHAPTER THIRD GENERAL SHAREHOLDERS
    MEETINGS CLAUSE TWELFTH: The General
    Meeting is the supreme authority of the Corporation and may resolve and ratify
    all the acts and operations of the same. Its powers shall not have any limitation
    other than those established by law. CLAUSE THIRTEENTH: General
    and Special Shareholders Meetings shall be held at the corporate domicile
    of the Corporation, except for Acts of God or Force
    Majeure. The General Shareholders Meetings may be Ordinary and Extraordinary. I. General Ordinary Shareholders
    Meetings shall be held: 1) Once a year within the first four months of the
    closure of each fiscal year, in order to discuss: a) Annual reports on activities
    corresponding to the Corporate Practices
    Committee,to the Audit Committee
    and in its case, the other Committees of the Board of Directors; b) Annual
    report from the General Director attached with the external audit opinion;
    c) The opinion of the Board of Directors on the content of the annual report
    submitted by the General Director; d) The report mentioned in article 172
    paragraph b) of the General Law of Commercial Corporations which include the
    main policies and accounting principles followed in the preparation of the
    financial; e) The report on the operations and activities in which the Board
    of Directors had intervened according to the established in the Mexican Securities
    Exchange Law; f) Apply the income statement; g) The maximum funding amount
    to purchase own shares or credit instruments representing such shares, restricted
    to the addition of all funding destined to this purpose, in any event shall
    exceed the total balance of the net profits of the corporation, including
    retained earnings; h) Elect and dismiss the members of the Board of Directors,
    in its case, qualify the independency of the corresponding members and determine
    its remuneration; and i) Designate and/or dismiss the Chairman of the Corporate
    Committee and the Audit Committee.- 2) At any time whenever called: a) To
    approve the operations carried by the Corporation or the legal entities under
    control thereof, during a fiscal year whenever representing twenty percent
    or more of the consolidated assets of the Corporation based on the corresponding
    figures at the closure of the immediate previous quarter, which, due to its
    characteristics may be considered as one transaction, voting shareholders,
    including restricted or limited may be able to vote in such meetings; b) To approve increase or decrease of the capital stock in its variable part,
    its corresponding minute shall have to be recorded except for the events provided
    in Clause Eighth, and c) Any other topic not in competence of the Extraordinary
    Shareholders Meeting as well as any other matter of its competence according
    to the applicable legislation and these by-laws. II. General Extraordinary Shareholders
    Meetings shall be held at any time whenever called to discuss: a) the matters
    mentioned in Article 182 (one hundred eighty two) of the Mexican General Law
    of Commercial Corporations; b) on the amortization of the shares issued by
    "VITRO", S.A. DE C.V., with distributable profits pursuant to Article 136
    (one hundred thirty six) of the same law, and c) Approve the maximum capital
    increase and the conditions in which the non-registered shares issues shall
    have to be done to be kept in the treasury of the Corporation in terms of
    the Mexican Securities Exchange Law; d) The cancellation of the registry of
    shares of the Corporation in the Mexican Securities Registry, in the understanding,
    however, that in event the affirmative vote of the shareholders with or without
    voting right representing at least 95% (ninety five percent) of the capital
    stock and prior approval from the Mexican Securities and Exchange Commission;
    e) To approve clauses establishing measures trend to prevent the acquisition
    of shares that grant the control of the Corporation by third parties or shareholders,
    whether directly or indirectly in terms of the Mexican Securities Exchange
    Law, if and when ninety five percent of the attending members voted in favor;
    and f) Any other matter of their competence with the applicable law and these
    By-laws. Special Meetings shall be those
    held pursuant to article 195 (one hundred ninety five) of the Mexican General
    Law of Commercial Corporations. CLAUSE FOURTEENTH: Calls
    for Ordinary, Extraordinary, and Special Meetings shall be made by a) the
    Board of Directors through its Chairman or Secretary; b) The Corporate Practices
    Committee or c) The Audit Committee. Without prejudice of the foregoing,
    shareholders holding voting shares, including limited or restricted shares,
    who individually or jointly hold at least ten percent of the capital stock
    may request to the Chairman of the Board of Directors, to the Chairman of
    the Corporate Practices Committee or to the Chairman of the Audit Committee,
    to call a General Shareholders Meeting without executing the terms provided
    in Article 184 of the Mexican General Law of Commercial Corporations. The
    call shall be made by publishing a notice in the Official Gazette of the State
    of Nuevo Leon or in a newspaper of major circulation in this city of Monterrey,
    which notice shall appear at least fifteen days prior the date of the
  Meeting. Calls shall include day, place, and hour of the Meeting to be held, it shall
    also include the Agenda and shall be signed by the person who calls the
  Meeting. The requisite of the publication of the call shall not be necessary if at
    the time of voting all shares are represented. The second call made by virtue
    of lack of quorum pursuant to first call, should be published in the Official
    Gazette of the State of Nuevo Leon or in any other major
    circulation newspaper in the city of
  Monterrey, Nuevo Leon for at least four days before holding the Meeting. From the time the call
    is published to hold a Shareholders Meeting, the information and related documents
    of each item established in the Agenda, shall be provided to the Shareholders
    immediately and free of charge, as well as the forms referred to in the Mexican
    Securities Exchange Law. CLAUSE FIFTEENTH: In order to attend the Meetings and for any act in which the Shareholders have
    to evidence their capacity as such, its registration in the Shares Book shall
    be verified, or in its case, show the certificate or certificates of shares
    they hold to update the registry or certify the share ownership in terms of
    the Mexican Securities Exchange Law. In order to attend and participate at
    the Meetings, shareholders shall obtain from the Secretary of the Corporation,
    the corresponding certificate to have access to the Meetings forty eight hours
    before holding the Meeting at least. The Shareholders may be
    represented by persons certifying their capacity through a power-of-attorney
    prepared by the Corporation according to the provisions of the Mexican Securities
    Exchange Law, which shall be available by means of brokers of the securities
    exchange or by the Corporation from the time the call for the Shareholders
    Meeting is published. The Secretary of the Board of Directors shall certify
    its compliance to the provided in this paragraph and notify thereof to the
    Meeting in the respective Minute. CLAUSE SIXTEENTH: Every
    Shareholder has the right to attend to a Meeting in which its shares are entitled
    to vote, either personally or represented by an entity certifying its capacity
    with a simple proxy signed by two witnesses, or a attorney-in-fact with a
    special or general power-of-attorney in terms of Law or by a power-of-attorney
    conferred in forms prepared by the Corporation in terms of the foregoing clause. Legitimate representatives, tutors, guardians, and executors may attend the
    Meeting on behalf of their represented parties. CLAUSE SEVENTEENTH: The
    General Ordinary Shareholders Meeting shall be legally installed by virtue
    of a first call, if the attending Shareholders represent at least 50% (fifty
    percent) of the total issued common shares. In the event of a second call
    or subsequent call, the Ordinary Meeting shall be legally installed with any
    number of common shares represented by the attending Shareholders. General Extraordinary Shareholders Meeting shall be legally installed by virtue of
    first call or subsequent call, if the attending Shareholders represent at
    least three fourths of the capital stock; and by virtue of a second or subsequent
    call, if the attending shareholders represent at least 50% (fifty percent)
    of the shares entitled to vote. The General Ordinary and
    Extraordinary Shareholders Meeting shall be legally installed without a call
    if all voting shares are represented therein and are able to resolve any matter
    if at the time of voting the entire shares remain represented. CLAUSE EIGHTEENTH: The
    Meeting shall be presided by the Chairman of the Board of Directors or by
    the person whom usually substitutes him in his absence, and in absence of
    both, the Meeting shall be presided by the Shareholder appointed by the attending
    shareholders. The Secretary of the Meeting shall be that of the Board of
    Directors and in his absence, the person appointed by the majority of the
    attending shareholders. The Chairman shall designate one or two Tellers from
    the attending shareholders. Voting shall be by show of hands, unless at least
    three shareholders request to be nominal. If for any reason the matters listed
    in the Agenda can not be dealt on the date for which the Meeting was called,
    such Meeting may reconvene on the dates so resolved without need of a new
    call. The members of the Board of Directors, the General Director and the
    individual designated by the legal entity who renders external audit services
    may attend the Shareholders Meetings of the Corporation. CLAUSE NINETEENTH: At
    the General Ordinary and Extraordinary Meetings, each common share is entitled
    to one vote. Likewise, each restricted or limited voting shares is entitled
    to vote in the corresponding Shareholders Meeting entitled to one vote. In
    the event of Ordinary Meetings, resolutions shall be valid when adopted by
    majority of votes of the attending Shareholders entitled to vote. At Extraordinary
    Meetings met by virtue of first call, resolutions shall only be valid when
    adopted by shareholders representing at least 50% (fifty percent) of all shares
    entitled to vote in the matter under consideration, except for paragraph d),
    section II, Clause Thirteenth, in which the 95% (ninety five percent) of the
    affirmative vote from shareholder entitled or not to vote is required. Whenever
    the Extraordinary Meetings meet by virtue of a second or subsequent call,
    the resolutions shall be valid if adopted by at least 50% (fifty percent)
    of all shares entitled to vote on the matter under consideration, except for
    paragraph d), section II, Clause Thirteenth, in which the 95% (ninety five
    percent) of the affirmative vote from shareholder entitled or not to vote
    is required. CLAUSE TWENTIETH: The
    minutes of the Meetings shall be transcribed in the respective Book and signed
    by the Chairman and the Secretary of the Meeting If for any reason the
    Shareholders Meeting legally called is not installed or if it is installed
    but without the necessary quorum to adopt resolutions, a minute shall be draw
    up and filed in the corresponding book. If for any reason the
    Meeting minute cannot be draw up in the corresponding book, then the minute
    should be recorded before a notary public. CLAUSE TWENTY-FIRST: At
    special meetings, the same rules established in clauses seventeenth and nineteenth
    above for general extraordinary meetings shall apply, as modified by the corresponding
    special category of shares. CHAPTER FOURTH MANAGEMENT AND SURVEILLANCE CLAUSE TWENTY SECOND: The Corporation
    shall be managed and governed by a Board of Directors and a General Director
    in its respective competence scenarios. The Board of Directors shall be comprised
    by the number of members agreed by the General Ordinary Shareholders Meeting
    but in any moment may exceed 21 members, which at least twenty five percent
    shall be independent. The General Ordinary Shareholders Meeting shall be
    empowered to designate an Alternate Director for each Proprietary Director
    in order to substitute them on temporary or final absences. Alternate Directors
    pertaining to Independent Proprietary Directors shall have the same capacity
    in terms of the applicable provisions of the Mexican Securities Exchange Law. The Shareholder Meeting in which the members of the Board of Directors, are
    designated or ratified, shall qualify the independence of the Independent
    Directors. Such Meeting shall fix remuneration for the Administrators, and
    distribute it according to the Board of Directors resolution. Administrators
    shall be elected by the General Ordinary Meeting by majority of votes and
    shall last in their position for one year and may be reelected. Directors
    may continue in the performance of their duties although the term has concluded
    or by resignation to their position up to a thirty calendar day term in absence
    of a substitute or if such has not assumed his post. The Board of Directors,
    which will ratify such appointments or designate the Substitute Directors
    in the following Meeting to this event, without prejudice of the right granted
    to the Shareholders individually or jointly having ten percent of the capital
    stock, shall designate a member of the Board of Directors in terms established
    in the Mexican Securities Exchange Law. In no event, an
    individual who has held the position of External Auditor of the Corporation
    or any legal entity that form part of the corporation or consortium to which
    is a party, during a period of twelve months previous to the appointment date,
    may be Director of the Corporation. Directors shall
    receive as annual compensation for services rendered, cash or specie established
    by the Ordinary Shareholders Meeting which made the appointment. Such Meeting
    may delegate in the Board of Directors or at any other body of the Corporation
    a remuneration program in specie for Directors. The Board of Directors
    for the performance of the duties conferred by the Law and these by-laws,
    shall be aided by the Audit Committee and a Corporate Practices Committee
    and if so determined, by one or more committees established for such purposes,
    with the understanding that the Board resolve in that manner, the functions
    of the present by-laws and the Mexican Securities Exchange Law bestows upon
    both Committees may be commended to one alone, to the effect that the same
    develop the activities in terms of governance practices and auditory referred
    to be the present by-laws and the beforementioned law. The Corporate Practices
    Committee and Audit Committee shall be comprised of three directors at lease,
    designated by the Board of Directors upon the Chairman proposal. All member
    of the Corporate Practices Committee and the Audit Committee shall be independent
    directors, in term of the Mexican Securities Exchange Law, except in the event
    an individual or group of individuals hold 50% (fifty percent) or more of
    the capital stock of the Corporation, since in such event, the Corporate Practices
    Committee shall be integrated, at least, by the majority of independent directors
    whenever such circumstance is revealed to the public. The chairman of
    the Corporate Practices Committee and Audit Committee, which may be appointed
    and/or removed by the General Shareholders Meeting may elaborate an annual
    report on the activities corresponding to such agencies and submit them to
    the Board of Directors. These reports may contemplate the aspects mentioned
    in the Mexican Securities Exchange Law for such effect. The Corporate Practices
    Committee and the Audit Committee and its respective Chairmen shall have the
    authorities and obligations established in the corresponding legal provisions,
    besides of those expressly granted by the General Shareholders Meeting or
    the Board of Directors. CLAUSE TWENTY THIRD: Shareholders
    with voting rights, including restricted or limited right, who individually
    or jointly at least own ten percent of the capital stock, shall have the right
    to appoint and revoke a member of the Board of Directors in the General Shareholders
    Meeting. Such appointment may only be revoked by the other shareholders when
    at the same time, the appointment of the other Directors is revoked, in such
    event the alternate directors may not be appointed as such for the following
    twelve months to the rescission date. The shareholders of the minority, when
    electing a Proprietary Director, may also designate an Alternate Director,
    and in such event the Alternate Director duly elected by minority shall only
    substitute a Director elected by the minority, in his/her absences. The number
    of members of the Board shall be increased during the period of their office,
    to satisfy the request of such minority. CLAUSE TWENTY FOURTH: The Board of Directors may previously determine the dates of meetings, holding
    at least four sessions per year, and dealing in one of them, medium and long
    term strategies for the Corporation. May call a session board and include
    in the agenda any subject that consider pertinent the Chairman of the Board
    of Director, the Chairman of the Corporate Practices Committee, the Chairman
    of the Audit Committee, the Secretary of the Board of Director, as well as
    twenty five percent of the Directors of the Corporation. The external audit
    of the Corporation may be called to the Board of Directors session as guest,
    with voice but no vote, refraining to be present in those matters of the agenda
    which may have conflict of interest or that may jeopardize their independence. The board session may be held at the corporate domicile of the Corporation,
    or at any other place of the Mexican Republic, as determined in the written
    call, which shall be delivered to its members at least 5 calendar days prior
    to the date of the Meeting by e-mail, facsimile, or any other mean; the members
    of the Board may waive the requirement of the written call and such shall
    not be required, whenever all its members are present. It shall be deemed
    as legally installed with the attendance of a half plus one of the numbers
    of Directors that constitute it and shall take its resolutions by simple majority
    of votes of the attending Directors. Minutes shall be taken at all Board
    Meetings to evidence the resolutions duly approved, such Minutes shall be
    signed by the Chairman and the Secretary. The Board of Directors, without
    holding a session may, adopt resolutions unanimously from any number of Directors
    equal to the number of proprietary members designated by the last General
    Ordinary Shareholders Meeting, such may be proprietary or alternate directors
    whenever such resolutions are certified by the attending Directors. The adopted
    resolutions shall be filed in the respective Shares Book and shall include
    the signature of the Chairman and Secretary of the Board of Directors. CLAUSE TWENTY FIFTH: The
    Board of Directors, on its first meeting shall designate among its members
    a Chairman, whenever such appointment was not made by the General Shareholders
    Meeting. The Chairman shall preside the Shareholders Meetings and the Board
    Sessions; shall have casting vote in case of a tie and a quality vote in the
    resolutions of the Board, may attend with voice but no vote to the Audit Committee
    sessions, Corporate Practice sessions, and other committees established by
    the Board of Directors. The Chairman may suggest to the Board of Directors
    the independent directors integrating the corporate practice committee and
    the audit committee, as well as provisional directors that in its case correspond
    to designate to the Board and; in general, shall survey the operations of
    the Corporation provided for the exact compliance with these By-laws, the
    Regulations and the resolutions and provisions of the Shareholders Meetings
    and the Board Meetings. The Chairman shall be the executor of the resolutions
    of the Board, without prejudice of the authority that the Board may confer
    to its appointed Special Delegates. The absences of the Chairman shall be
    filled out by a Director designed by the Board. The Minutes corresponding
    to the Board of Directors Meeting shall be authorized by the persons who had
    acted as Chairman and Secretary of the corresponding Meeting and shall be
    registered in a specific book for such purposes. CLAUSE TWENTY SIXTH: The Board shall appoint a Secretary, who may or may not be a Director, who
    shall not be part of the Board of Directors and shall not be subject to the
    obligations and responsibilities established by law. CLAUSE TWENTY-SEVENTH: The appointments
    of the Chairman and Secretary shall be revocable at any time by Board resolution. CLAUSE TWENTY-EIGHTH:
    According to article 152 of the General Law of Corporations, the Directors
    are not obligated to guarantee the responsibilities they may incur in the
    performance of their duties. CLAUSE TWENTY NINTH:- The Board
    of Directors shall have the following authority and shall be in charge of
    the following matters: 1. Manage the Corporation's
    property and business, with the most ample power of attorney for administration,
    pursuant to the second paragraph of Article 2554 (two thousand five hundred
    fifty four), of the Civil Federal Code and the correlative second paragraph
    of Article 2448 (two thousand four hundred forty eight), of the Civil Code
    of the State of Nuevo Leon and its related articles of the Civil Codes for
    the remaining States in the United Mexican States and the Federal District.
  2. Exercise Acts of Domain regarding
    real estate or personal property of the Corporation, as well as its real and
    personal rights in terms of the third paragraph of Article 2554 (two thousand
    five hundred fifty four) of the Civil Federal Code and the correlative third
    paragraph of Article 2448 (two thousand four hundred forty eight) of the Civil
    Code of the State of Nuevo Leon and its related articles of the Civil Codes
    for the remaining States in the United Mexican States and the Federal District.
  3. General Power for lawsuits
    and collections, with all the general authority, including those which require
    a special clause in accordance with the law, without further limitation, in
    terms of the first paragraph Article 2554 (two thousand five hundred fifty
    four) and Article 2587 (two thousand five hundred eighty seven) of the Federal
    Civil Code of the first paragraph in Article 2448 (two thousand forty eight)
    and Article 2481 (two thousand eighty one) of the Civil Code for the State
    of Nuevo Leon and its related articles of the Civil Codes for the remaining
    States of the United Mexican States and the Federal District. Including,
    but not limited to the following: Exercise all kinds of rights and acts before
    any authority, whether individual or legal entity and represent the Corporation
    before all kind of national or foreign authority, whether, Federal, State,
    Municipal or any other venue representing the Corporation, whether it be in
    voluntary, litigious or mixed jurisdiction, whether civil, criminal, judicial,
    administrative or labor agencies or authorities, the latter in the Local or
    Federal Conciliation or Arbitration Board or Arbitration Courts, throughout
    the Mexican Republic and abroad, including, but not limited to represent the
    Corporation before the Secretaria de Hacienda y Credito Publico, Secretaria
    de Eocnomia, Instituto Mexicano del Seguro Social, Instituto del Fondo Nacional
    de la Viviendo para los Trabajadores, Instituto Mexicano de la Propiedad Industrial,
    as well as its respective agencies and bureaus, the Secretaria de Relaciones Exteriores in
    order to prepare rogatory letters by the official means; initiate, continue
    and conclude all kind of litigious or voluntary proceedings and procedures;
    to promote, continue, and appear in all kind of suits and proceedings, whether
    civil, mercantile, administrative, labor, or criminal, including the "amparo"litigation; file and reply lawsuits,
    put up exceptions, counteract, offer evidences, file all kind of ordinary
    and extraordinary remedies to appeal all kind of court orders and judgements,
    whether final or temporary, agreements, resolutions, awards, etc., and/or
    consent the same; allege in hearings, offer witnesses and cross-examine, appoint
    experts and oppose to the contrary, remove witnesses; subdue to any jurisdiction;
    explain and release positions; recuse magistrates, judges, secretaries, and
    other persons in recusable in law with or without reason or by suggestion
    of the law; desist from the main purpose, the action and/or instance of all
    kind of trials and its incidents, of any remedy and even the "amparo" trial, which may be promoted as
    many times as necessary; give all kind of evidence; name and/or recuse experts;
    recognition of signatures and documents; object the same and refute false
    ones, as applicable; receive payments and securities in the event of judicial
    and extrajudicial collection to be made; sign agreements or covenants of any
    labor nature; give receipts, compromise and commit in arbitration proceedings;
    attend to meetings, proceedings, and auctions; make bids, efforts, and better
    bids, and obtain all kind of assets and title for the Corporation through
    adjudication; file formal accusations, impeachments, and complaints, whether
    for facts that may constitute misdemeanor on its own initiative or by a party
    and constitute as civil offended party in criminal causes and/or cooperate
    with the Genera Attorney; causes in which may exercise the most ample authority
    required therein, including, but not limited to, demand payment for moral
    and/or patrimonial damages and grant pardons when deserved.
  4. File, accept, certify, grant,
    draw, issue, endorse, guarantee or by any other concept register credit instruments;
  5. Grant guarantees, bonds,
    and in general, guarantee including with a pledge or mortgage, third party
    obligation with or without consideration, and therefore, register credit instruments,
    contracts and other required documents to grant such guarantees with the limitation
    kept by law and these by-laws.
  6. In terms hereof, contribute
    with the real property of the Corporation to other companies, and subscribe
    Shares or take participation or parts of interest in other companies.
  7. Grant General and Special
    Powers of Attorney, conferring to the attorneys in fact the authority deemed
    necessary within those established in its favor and revoke such powers of
    attorney with restrictions and limitations appropriate to the power of attorney
    for acts of domain.
  8. To contract with specialized
    technicians or with other and other corporations, in order for those technicians
    or companies to render services, either as consultant, or conferring them
    some of the administration responsibilities.
  9. Execute the resolutions of
    the Shareholders' Meetings and in general carry out the acts and operations
    necessary or deemed convenient for the corporate purpose of the Corporation,
    except for those expressly reserved by Law and by these By-Laws to the Shareholders
    Meeting.
  10. Exercise the civil responsibilities
    acts to hold the patrimony of the Corporation and its controlling legal entities
    and the other situations required according to the applicable legislation.
  11. Establish general strategies
    to conduct the business of the Corporation and its controlling legal entities.
  12. Survey the procedures and
    conduction of the Corporation and its controlling legal entities, considering
    the relevance of the latter in a financial, administrative and legal situation
    of the Corporation, as well as the performance of its relevant officers.
  13. Establish and approve the
    internal regulations and organic statutes to rule the operation, authority,
    attributions, and duties of the committee or committees established to aid
    the Board of Directors in its functions.
  14. Approve, with prior consent
    of the competent committee:
    a) The policies and guidelines
    for the enjoyment or use of the goods that integrate the
  patrimony of the Corporation and its controlling legal entities, through related
    persons.
  b) The transactions,
  individually, with related persons that intends to enter into an agreement with the
    Corporation or its controlling entities. The following transactions
  shall not require approval from the Board of Directors whenever
  meeting the policies and guidelines approved by the Board:
      i. Transactions that, due to its amount, are not
    relevant for the Corporation or its controlling entities.
  ii. Transactions executed between the Corporation
    and its controlling legal entities or having a significant influence or any
    of them whenever being in the ordinary course of the business and considered
    executed at a market price or supported in valuations made by qualified external
    agents;
  iii. Transactions made with employees, whenever
    made under the same conditions as with any customer or as a result of labor
    services;
  c) The transactions executed,
    whether simultaneously or successively, that, for its characteristics may
    be considered as a sole transaction and it controls, during a fiscal
    year, whenever not used or recurrent or, if the amounts represent, based
    on the corresponding figures at the closing of the previous immediate quarter
    in any of the following assumption:
      i. Acquisition or alienation of goods with an equal
    or higher value to five percent of the consolidated assets of the Corporation;
  ii. Grant guarantees or liabilities assumptions
    for a total equal or higher amount to five percent of the consolidated assets
    of the Corporation.
  Except for those investment in debts or banking instruments
    made according to the policies consented by the Board.
  d) Appointment,
    election and, in its case, remove the General Director of the Corporation
    and his/her entire retribution, as well as the policies for the  designation
    and entire retribution of the other pertinent officers.
  e) The policies to grant mutual loans or any kind
    of credit or guarantees to related persons.
  f) Exempts for a Director, relevant officer or individual
    with power of attorney to take advantage of certain business opportunities
    for itself or in favor of third parties, which correspond to the Corporation
    or its controlling legal entities or with the ones having significant
    influence. Exempts for transactions which amount may be lesser than
    the stated in paragraph c) hereof, may be delegated to the Audit Committee
    or the Corporate Practice Committee.
  g) Guidelines in internal control and internal audit
    of the corporations and its controlling legal entities.
  h) Accounting policies of the Corporation adjusted
    to the accounting principles recognized or issued by the
  Mexican Securities and Exchange Commission through general provisions.
  i) Financial statement of the Corporation.
  j) Contract a legal entity to provide audit external
    services and, as appropriate, additional or complementary services
    to external audit. The Corporation, in addition
    to the established in number fourteen above, whenever controlling by itself
    or through its legal entities, intends to hold transactions with related persons
    that, simultaneously or successively, for its characteristics may be considered
    as a sole transaction, during a fiscal year, which amount represents, based
    on the corresponding figures at the closing of the previous immediate quarter,
    the acquisition or alienation of goods with an equal or higher amount to 10%
    (ten percent) of the consolidated assets of the Corporation, or grant guarantees
    or liabilities representing the same percentage, previous the approval of
    the Board of Directors referred in number fourteen above, shall obtain the
    opinion of an independent expert appointed by the Corporate Governance Committee
    on the reasonability of the price and market conditions of the transaction. Such opinion should be considered by the Board of Directors and the aforesaid
    committee in their deliberations to determine the corresponding transaction,
    given its importance and submitted for the approval of the Shareholders Meeting. The foregoing shall not apply
    to the operations executed by the corporation in terms of number 14, paragraph
    b), ii. 15. The General Shareholders Meeting
    in session shall be hold due to the closure of the fiscal year and present:
    a. The annual reports
    on the activities corresponding to the Corporate Governance Committee and
    the Audit Committee.
  b. A report from the
    General Director prepared according to the provisions of the Mexican Securities
    Exchange Law attached with the external audit report.
  c. The opinion of the
    Board of Directors on the content of the report from the General Director
    referred to in the preceding paragraph.
  d. The report mentioned
    in Article 172, paragraph b) of the General Law of Commercial Corporations
    in which the main policies and accounting principles followed by the preparation
    of the financial information.
  e. The report about the
    operations and activities in which it had part of, according the Mexican Securities
    Exchange Law.
  16. Follow up the main risks
    that the Corporation and its controlling legal entities may encounter, identified
    based on the information provided by the committees of the Board, the General
    Director and the legal entity that provide external audit services, as well
    as the accounting systems, internal control, and internal audit, record, file
    or data from all of them that may carry out by means of the Audit Committee.
  17. Approve the information and
    communication policies with the shareholders and the market, as well the Directors
    and relevant officers to comply with the Mexican Securities Exchange Law.
  18. Determine the corresponding
    shares to cure any irregularity unknown, and implement the corresponding preventive
    measures.
  19. Establish in terms and conditions
    for the General Directors in the exercise of his/her authority for acts of
    domain.
  20. Order to the General Director
    to reveal the relevant cases to the public. Without prejudice of the General
    Director to release important information and events to be revealed according
    to the Mexican Securities Exchange Law.
  21. Contract civil liability insurance
    for directors, relevant officers, secretary and other officers of the Corporation.
  22. Other established by the Mexican Securities Exchange Law or the Shareholders
    Meeting or provided by these By-laws according to such law. All directors shall
    notify to the Board of Directors those transactions to be entered by the Corporation
    or its Subsidiaries. The members of the
    Board of Directors shall be responsible of the resolutions adopted regarding
    the matters referred to herein, except for the established in the General
    Law of Commercial Corporation related to the director that, as exempt, has
    stated a disagreement at the time of deliberation and resolutions of the pertinent
    minute. The members of the
    Board of Directors shall perform their duties promoting a benefit to the Corporation
    without favoring certain shareholder or group of shareholders. For such purpose,
    Directors shall act diligently adopting reasoned decisions and complying with
    the duties, loyalty and responsibility established in the Mexican Securities
    Exchange Law, General Law of Commercial Corporations, these By-laws and the
    Internal Regulations issued by the Board of Directors. The members of the
    Corporation shall not individually or jointly incur into any responsibility
    for damages or prejudices to the Corporation or its controlling legal entities
    or with a significant influence, as such concept is defined in the Mexican
    Securities Exchange Law, derived from the acts executed or decisions to be
    adopted, when acting in good faith, any of the following responsibility exemptions
    is enabled: 1. Comply with the requirements established in the Mexican Securities Exchange
    Law, these By-laws or those Internal Regulations issued by the Board of Directors
    to approve any matter to be known by the Board of Directors, or as applicable,
    to any committee that is a party.
  2. Take decisions or vote in the Board of Directors session or, as applicable,
    in any committee that is a party based on information provided by the Relevant
    Officers as such concept is defined in the Mexican Securities Exchange Law
    or the legal entity that offers external audit services or the independent
    experts, which capacity and credibility do not have a reasonable doubt.
  3. Have selected the most appropriate alternative to the best of their knowledge
    or negative patrimonial effects have not been predicted in both cases based
    on available information at the time of the decision.
  4. Comply with the Shareholders Meeting resolutions, whenever such are not contrary
    to law. The Board of Directors shall
    be responsible to survey compliance of the Shareholders Meeting resolutions,
    which may be carried out through the Audit Committee. CLAUSE THIRTY:- The Chief Executive
    Officer or General Director shall be appointed by the Board of Directors. The administration, conduction and executions of the business of the Corporation
    and its controlling legal entities shall be responsibility of the General
    Director according to the provided by the Mexican Securities Exchange Law
    subject to the strategies, policies and guidelines approved by the Board of
    Directors. The Chief Executive
    Officer or General Director, without prejudice of the foregoing shall have
    the following authority, attributions, and duties: 1. To organize, manage and
  conduct the personnel, assets and businesses of the Corporation according to
  the instructions of the Board of Directors and to collect and make payments.
  2. To enter into agreements,
    accept, certify, grant, draw, issue, endorse, guarantee or through any other
    concept register credit instruments and all related documents with its attributions
    and execute the acts requiring ordinary course of the business.
  3. To be in charge of the establishment
    and organization of the offices of the Corporation, to appoint and remove
    the Relevant Officers and employees, and to observe their behavior having
    them under their orders.
  4. To address and sign the
    mail of the Corporation and related documents.
  5. To represent the Corporation
    before Municipal, Federal, and State Administrative and Judicial authorities,
    with the same authority specified for the Board of Directors in Article Twenty
    Ninth.
  6. To grant General or Special
    powers of attorney and revoke the same, granting the authority to be considered
    as convenient, adapting, at any time, the terms and conditions imposed by
    the Board of Directors to exercise acts of domain.
  7. Submit to the Board of Directors
    for approval, the business strategies of the Corporation and its controlling
    legal entities based on the information provided by the latter.
  8. Comply with the resolutions
    taken by the Shareholders Meeting and the Board of Directors according to
    the instructions, as applicable, issued by such Meeting or Board.
  9. Suggest to the Audit Committee,
    the guidelines for the internal control system and the internal audit for
    the Corporation and its controlling legal entities, as well as to executed
    the guidelines duly approved by the Board of Directors.
  10. Register relevant information
    of the Corporation along with the Relevant Officers in charge of its preparation
    in its competence area.
  11. Release any relevant information
    and events to be revealed to the public, as provided in the Mexican Securities
    Exchange Law.
  12. Comply with the provisions
    related to the acquisition and offering transactions of shares owned by the
    Corporation.
  13. Execute by itself or through
    an authorized agent, in its competence area o instructed by the Board of Directors,
    the appropriate preventive measures and responsibilities.
  14. Verify that all contributions
    made to the capital by the shareholders are entered.
  15. Comply with all legal and
    statutory requirements established with respect to dividends paid to shareholders.
  16. Ensure to keep accounting,
    registry, file or information system of the Corporation.
  17. Elaborate and submit to the
    Board of Directors the report mentioned in Article 172 of the General Law
    of Commercial Corporations, except to the established in paragraph b) of such
    rule.
  18. Establish mechanisms and
    internal controls to verify that the acts and operation of the Corporation
    and its controlling legal entities comply with the applicable regulation,
    as well as to follow up the results from such mechanisms and internal controls
    and take the appropriate measures.
  19. Exercise the responsibility
    acts established in the Mexican Securities Exchange Law, against the related
    persons or third parties who caused a damage to the Corporation or its controlling
    legal entities or that have a significant influence, unless as determined
    by the Board of Directors of the Corporation and prior opinion of the Audit
    Committee, the damage is not relevant.
  20. To approve the
    use or disposal or any real state owned by the subsidiaries of the Company
    with a book value grater than US$10,000,000.00 .
  21. The others established by
    law or provided herein. The Chief Executive Officer,
    in the performance of his/her duties and activities, as well as to comply
    with the obligations established by law, shall be aided by the Relevant Officers
    previously designated for such purpose and from any employee of the Corporation
    or its controlling legal entities. The Chief Executive Officer may
    attend with voice but no vote to the Audit Committee, Corporate Practice and
    other committees meetings, the members of the Committees may request to the
    Executive Chief Officer to be out of the deliberation or voting of some issues. CLAUSE THIRTY FIRST:-
    There is no establish the obligation for the Chief Executive Officer and any
    relevant to guarantee the responsibilities that they may incur in the performance
    of their duties. CLAUSE THIRTY SECOND:-
    The surveillance, conduction and execution of the business of the Corporation
    and its controlling legal entities, considering the relevance of the latter
    in the financial, administrative and legal situation of the Corporation, shall
    be vested by the Board of Directors through the Corporate Governance Committee
    and the Audit Committee, as well as by the legal entity executing the external
    audit of the Corporation, each in their relevant competence, as provided in
    the Mexican Securities Exchange Law for such effect. CLAUSE THIRTY THIRD:-
    Considering that the Corporation is Sociedad Anonima Busatil in terms of the Mexican Securities Exchange
    Law, shall not be obligated to appoint one or more examiners, therefore, the
    pertinent articles of the General Law of Commercial Corporation shall not
    apply. CHAPTER FIFTH FISCAL YEAR, FINANCIAL
    STATEMENTS AND PROFIT AND LOSS DISTRIBUTION CLAUSE THIRTY FOURTH: The fiscal year shall last one calendar year, from January one through December
    thirty one of each year. CLAUSE THIRTY FIFTH: The
  annual net profits obtained shall be distributed in the following manner:
    I.- 5% (five percent) of the net profits shall be set
    aside to form the Legal Reserve Fund, until such reserve equals at least 20%
    (twenty percent) of the Capital stock. II.- From the remainder, the amounts
    established by the Meeting may be segregated, in order to create the Corporation's
    Share Purchase Reserve and other Reserve Funds. III.- The remainder shall
    be distributed among the Shareholders holding Common Shares, in proportion
    to the number of their Shares, corresponding to each Share an equal sum. CLAUSE THIRTY SIXTH: The
    founders do not reserve for themselves any special participation in the profits
    of the Corporation. CLAUSE THIRTY SEVENTH: In the event of losses, such shall be distributed among the shareholders in
    proportion to the number of their shares, since the obligation of the Shareholders
    is limited to the payment of their capital contributions. CHAPTER SIXTH DISSOLUTION AND LIQUIDATION
    OF THE CORPORATION CLAUSE THIRTY EIGHTH:
    The Corporation shall be dissolved in advance pursuant to Fractions (II) second,
    (III) third, (IV) fourth, and (V) fifth of Article 229 (two hundred twenty
    nine) of the General Law of Commercial Corporations. CLAUSE THIRTY NINTH: Once the Corporation is dissolved, the Meeting, by majority of votes, shall
    appoint one or several Liquidators. Liquidators shall be of Mexican nationality. If several liquidators were appointed, their resolutions shall be adopted
    by majority of votes. The Meeting shall establish the term in which the Liquidators
    should conclude their commitment and shall establish their corresponding compensation. CLAUSE FORTIETH: The Liquidators
    shall carry out the liquidation of the Corporation, under the following basis:
    I.- They will conclude pending businesses in the most convenient manner. II.- They will produce the Balance Sheet, collect and pay debts, selling
    the properties of the Corporation if necessary for such purpose. III.- The
    liquid assets resulting from the liquidation, shall be distributed among the
    Shareholders, either in kind, selling it and distributing its proceeds, or
    performing whatever transaction resolved by the General Shareholders Meeting
    representing at least 50%(fifty percent) of all shares. In any event, the
    distribution of the liquid assets shall be made among the holders of Common
    Shares, corresponding to each share an equal part of such distribution. CLAUSE FORTY FIRST: The
    General Meeting shall have during the liquidation, the necessary powers to
    determine the rules that shall govern the activity of the Liquidators, in
    addition to the legal provisions and the provisions established in these By-laws. The Meeting shall be called during the liquidation by any of the Liquidators
    or by the Examiner, since the Examiner shall perform during the liquidation
    and regarding the Liquidators, the same duties that he usually performed during
    the life of the Corporation regarding the Board. CLAUSE FORTY SECOND: For
    anything not expressly provided in these by-laws, the provisions of the General
    Law of Commercial Corporations and the Mexican Securities Exchange Law shall
    govern. The interpretation and fulfillment of these By-laws, the Shareholders,
    by the mere fact of subscription, acquisition or holding of shares representing
    the capital stock, become expressly subject to the jurisdiction of the competent
    courts of the City of Monterrey, Nuevo Leon, Mexican Republic, waiving therefore
    to the jurisdiction that may correspond to them by reason of their present
    or future domicile.