SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



FORM 20-F/A



AMENDMENT No. 2


( )	REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g)
    OF THE SECURITIES EXCHANGE ACT OF 1934

OR

(x)	ANNUAL REPORT PURSUANT TO SECTION
    13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED
    DECEMBER 31, 2004

OR

( )	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
    THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM   TO



COMMISSION FILE NUMBER 33-44756

Controladora Comercial Mexicana, S.A. de C.V.

(Exact name of Registrant as specified in its charter)

N/A

(Translation of Registrant’s name into English)



United Mexican States

(Jurisdiction of incorporation or organization)



Av. Revolución N° 780 Módulo 2

Colonia San Juan

03730 México, D.F.

México

(Address of principal executive offices)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

|Title of each class                                           | Name of each exchange on which registered          
|------------------------------------------------------------- | ---------------------------------------------------
|Series B Shares without par value ("B Shares")                | New York Stock Exchange (for listing purposes only)
|Series C Shares without par value ("C Shares")                | New York Stock Exchange (for listing purposes only)
|BC Units, each representing three B shares and one C share    | New York Stock Exchange (for listing purposes only)
|Global Depositary Shares ("GDSs"), each representing 20 Units | New York Stock Exchange                            

Securities registered or to be registered pursuant to Section 12(g) of the Act:

None

Securities for which there is a reporting obligation
  pursuant to Section 15(d) of the Act:

None

The number of outstanding shares of each of the
  issuer’s classes of capital or common stock as of December 31, 2004 was:

4,002,015,610 B Shares

341,984,390 C Shares



Indicate by check mark whether the registrant
  (1) has filed all reports required to be filed by Section 13 or 15(d) of the
  Securities Exchange Act of 1934 during the preceding 12 months (of for such
  shorter period that he registrant was required to file such reports), and (2)
  has been subject to such filing requirements for the past 90 days. Yes(x)No( )

Indicate by check which financial statement item the registrant
  has elected to follow. Item 17 (x) Item 18 ( )





|TABLE OF CONTENTS
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|PART I           
|Item 1.          
|Item 2.          
|Item 3.          
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|Item 4.          
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|Item 5.          
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|Item 11.         
|Item 12.         
|PART II          
|Item 13.         
|Item 14.         
|PART III         
|Item 15.         
|Item 16A.        
|Item 16B.        
|Item 16C.        
|Item 16D.        
|Item 16E.        
|PART IV          
|Item 17.         
|Item 18.         
|Item 19.         

All references to "CCM," the "Company,"
  "we," "us" and words of similar effect refer to Controladora
  Comercial Mexicana, S.A. de C.V., and, unless the context requires otherwise,
  its consolidated subsidiaries.
Unless otherwise specified, references herein
  to "U.S. Dollars," "Dollars," "US$" or "$"
  are to United States dollars, the legal currency of the United States of America
  (the "United States"); references to "Pesos" or "Ps."
  are to Mexican Pesos, the legal currency of Mexico. The Unidad de Inversión,
  or UDI, is an inflation-indexed, Mexican Peso-denominated monetary unit that
  is linked to, and adjusted daily to reflect changes in, the Mexican consumer
  price index.
Unless otherwise indicated, all Peso information
  as of and for the periods ended December 31, 2002, December 31, 2003, and December
  31, 2004 is stated in Pesos in purchasing power as of December 31, 2004 and
  the U.S. Dollar equivalent at that date is determined by using the interbank
  free market exchange rate, or the Interbank Rate, as reported by Banco Nacional
  de Mexico, S.A., or Banamex, of Ps.11.151 per U.S. Dollar.
Included elsewhere in this annual report are our
  audited consolidated balance sheets as of December 31, 2003 and 2004 and the
  related audited consolidated statements of income, changes in stockholders’
  equity and changes in financial position for the years ended December 31, 2002,
  2003 and 2004.
We maintain our books and records in Mexican Pesos,
  the official currency of Mexico, and prepare our financial statements in constant
  Mexican Pesos and in accordance with generally accepted accounting principles
  in Mexico, or Mexican GAAP. See Note 17 to our financial statements for a description
  of the principal differences between Mexican GAAP and generally accepted accounting
  principles in the United States, or U.S. GAAP, as they relate to us.
As required by Mexican GAAP, our financial statements
  are adjusted to reflect changes in purchasing power of the Mexican Peso due
  to inflation. These changes are based on the Mexican National Consumer Price
  Index, or NCPI.
Statistical information concerning our stores,
  including number of stores, number of employees, square footage and statistical
  information derived from this data, includes 100% of the operations of our joint
  venture with Costco Wholesale Corporation. We report our investment in this
  joint venture under the proportional consolidation method of accounting by consolidating
  50% of the operations of that joint venture in our financial statements.
Certain figures included in this annual report
  and in our financial statements have been rounded for ease of presentation.
  Percentage figures included in this annual report have not in all cases been
  calculated on the basis of such rounded figures but on the basis of such amounts
  prior to rounding. For this reason, percentage amounts in this annual report
  may vary from those obtained by performing the same calculations using the figures
  in our financial statements. Certain other amounts that appear in this annual
  report may not sum due to rounding.
This annual report contains
  translations of certain Mexican Peso amounts into U.S. Dollars at specified
  rates solely for the convenience of the reader. The exchange rate translations
  contained in this annual report should not be construed as representations that
  the Peso amounts actually represent the U.S. Dollar amounts presented or that
  they could be converted into U.S. Dollars at the rate indicated.
References in this annual report to "real"
  amounts are to inflation-adjusted numbers and "nominal" amounts are
  to unadjusted numbers. Unless otherwise indicated, all numbers are stated in
  "real" amounts.
As used herein, the term "billion"
    means one thousand million.
  PART IItem 1.	Identity of Directors, Senior Management and Advisers
Not applicable.
Item 2.	Offer Statistics and Expected Timetable
Not applicable.
Item 3.	Key Information
Selected Financial Data
The following tables present our selected consolidated
  financial information as of the dates and for each of the periods indicated.
  This data is qualified in its entirety by reference to, and should be read together
  with, our audited year-end financial statements. The balance sheet data as of
  December 31, 2003 and 2004, and the income statement data for the years ended
  December 31, 2002, 2003 and 2004, are derived from the financial statements
  appearing elsewhere in this annual report. This data should also be read together
  with "Operating and Financial Review and Prospects."
Our financial statements have been prepared in
  accordance with Mexican GAAP, which differ in significant respects from U.S.
  GAAP. Note 17 to our financial statements appearing elsewhere in this annual
  report provides a description of the principal differences between Mexican GAAP
  and U.S. GAAP as they relate to us, and a reconciliation to U.S. GAAP of net
  income and other items for the years ended December 31, 2002, 2003 and 2004
  and stockholders’ equity at December 31, 2002, 2003 and 2004. Any reconciliation
  to U.S. GAAP may reveal significant differences between our stockholders’
  equity, net income and other items as reported under Mexican GAAP and U.S. GAAP.
  See "Risk Factors —Risk Factors Related to Mexico— Differences
  Between Mexican GAAP and U.S. GAAP May Have an Impact on the Presentation of
  Our Financial Information."
We report our investment in the Costco de Mexico
  Group joint venture under the proportional consolidation method of accounting
  by consolidating 50% of the operations of that joint venture in our financial
  statements.
The exchange rate used in translating Pesos into
  U.S. Dollars in calculating the convenience translations included in the following
  tables is determined by reference to the Interbank Rate, as reported by Banamex,
  as of December 31, 2004, which was Ps.11.151 per U.S. Dollar. The exchange rate
  translations contained in this annual report should not be construed as representations
  that the Peso amounts actually represent the U.S. Dollar amounts presented or
  that they could be converted into U.S. Dollars at the rate indicated.


 
Year Ended December 31, 
2000
2001
2002
2003
2004
2004(Millions of constant Pesos as of December 31, 2004 and millions of U.S. Dollars, except for percentages) (1)
Income Statement Data
 
 
 
 
 
 Mexican GAAP:
 
 
 
 
 
 Net sales.
Ps. 38,150
Ps. 38,221
Ps. 35,055
Ps. 36,778
Ps. 37,589
U.S. $3,371Gross profit
7,291
7,271
6,876
7,363
7,608
682Selling, general and administrative expenses
5,953
6,083
5,871
5,884
5,838
524Operating income
1,338
1,188
1,006
1,478
1,769
159Integral results of financing
267
11
(64)
(196)
176
16Interest expense
(282)
(297)
(252)
(344)
(290)
(26)Interest income (2)
63
64
47
45
76
7Foreign-exchange (loss) gain, net
(62)
26
(239)
(105)
(7)
(1)Loss from repurchase of notes
-
-
(9)
(43)
-
-.(Loss) gain from forward agreements
-
(46)
54
-
88
8Gain from monetary position
548
264
335
251
309
28Other (expense) income, net (3)
(173)
(20)
5
65
(19)
(2)Provision for income taxes and employee statutory profit sharing
92
292
76
253
201
18Interest of minority stockholders in results of subsidiaries
(8)
(9)
(7)
(8)
(8)
(1)Net income
1,329
877
863
1,086
1,718
154Net income per B Unit and BC Unit(4)
1.22
0.83
0.8
1.01
1.58
0.14Net income per GDS (5)
24.61
16.56
16.01
20.2
31.6
2.81Dividends per B Unit and BC Unit
0.11
0.12
0.12
0.11
0.12
0.01Dividends per GDS (5)
2.22
2.47
2.44
2.31
2.23
0.2Weighted average B Units and BC Units
 
 
 
 
 
 outstanding
1,080
1,061
1,078
1,080
1,086
 U.S. GAAP (6):
 
 
 
 
 
 Net sales
32,715
32,071
28,562
29,849
30,016
2,692Net income
1,443
962
923
829
1,551
139Net income per B Unit and BC Unit(4)
1.34
0.9
0.86
0.77
1.43
0.13Net income per GDS (5)
26.72
18.09
17.04
15.36
28.6
2.56Balance Sheet Data
 
 
 
 
 
 Mexican GAAP:
 
 
 
 
 
 Cash and temporary investments
1,547
1,370
939
1,282
1,249
112Current assets
7,448
7,078
8,081
9,233
9,589
860Property, equipment and leasehold and owned building improvements, net
16,438
17,000
16,770
17,355
18,308
1,642Total assets
24,433
24,481
25,351
27,062
28,736
2,577Short-term debt
-
-
172
-
-
-Long-term debt
2,088
1,987
1,915
2,211
2,126
191Total liabilities
12,511
11,966
12,399
13,280
13,567
1,217Minority interest (7)
98
96
91
98
97
9Majority stockholders equity
11,825
12,419
12,859
13,685
15,072
1,352U.S. GAAP (6):
 
 
 
 
 
 Total assets
24,871
23,541
24,535
25,950
27,379
2,456Total liabilities
13,263
11,488
11,983
12,783
12,976
1,164Stockholders equity
11,606
12,033
12,539
13,166
14,403
1,292Other Data
 
 
 
 
 
 Mexican GAAP
 
 
 
 
 
 Net income
1,329
877
863
1,086
1,718
154Net income as a percentage of net sales
3.50%
2.30%
2.50%
3.00%
4.60%
 Depreciation and amortization
743
790
793
712
679
61Capital expenditures (8)
1,513
1,318
812
1,616
2,036
183Total debt/capitalization (9)
0.18
0.18
0.18
0.17
0.14
0.01Working capital (10)
(217)
175
(21)
362
456
41Ratio of earnings to fixed charges (11)
5.74 x
4.71 x
4.49 x
4.68 x
7.14 x
 Operating Information
 
 
 
 
 
 Store Information (12):
 
 
 
 
 
 Food sales (13)
63.30%
63.30%
64.90%
66.30%
68.90%
 Non-food sales (13)
36.70%
36.70%
35.10%
33.70%
31.10%
 Average annual sales per store (millions) (14)
Ps. 256
Ps. 254
Ps. 241
Ps. 248
Ps. 245
U.S. $22.0Sales per retail square foot (thousands) (14)
Ps. 3.72
Ps. 3.61
Ps. 3.61
Ps. 3.36
Ps. 3.28
U.S. $0.3Sales per operating employee (thousands) (14)(15)
Ps. 1,389
Ps. 1,598
Ps. 1,464
Ps. 1,521
Ps. 1,567
U.S. $141.0Same store sales growth (16)
2.60%
(3.30%)
(10.30%)
0.30%
(0.10%)
 Stores:
 
 
 
 
 
 Operating at end of period
167
172
170
175
181
 Opened during period
16
7
3
8
8
 Closed during period
7
2
5
3
2
 Remodeled during period (17)
10
14
12
9
9
 Total retail square feet at end of period (thousands) (18)
11,552
11,998
12,098
13,037
13,551
 Number of employees (at end of period) (19)
35,332
31,955
32,993
33,557
33,763
 _________________(1)	Except operating information, percentages
    and ratios.
  (2)	Interest income includes our income from
    interest-bearing temporary investments. In 2000, interest income also includes
    a gain of Ps.0.3 million from the repurchase of Series B Notes at a discount.
  (3)	Other (expense) income, net consists
    of amortization of negative goodwill from our acquisition of the Mexican operations
    of Auchan, S.A. in February 2003 and the write-off of certain fixed assets.
    For the year ended December 31, 2000, also includes non-recurring expense
    from a change in amortization of preopening costs. For the year ended December
    31, 2001, also includes gain on sale of marketable securities.
  (4)	Computed by dividing the net income for
    the year by the weighted average B Units and BC Units outstanding.
  (5)	Each GDS represents 20 BC units. See
    "Major Shareholders and Related Party Transactions — Capital Stock."
  (6)	For a description of the principal differences
    between Mexican GAAP and U.S. GAAP, see Note 17 to our financial statements.
  (7)	Consists of interests held by minority
    stockholders in our subsidiary that manufactures plastic bags and certain
    of our subsidiaries that own shopping centers.
  (8)	Capital expenditures for all periods
    include amounts contributed by us to the Costco de Mexico Group joint venture
    but exclude amounts contributed to the joint venture by Costco.
  (9)	Total debt/capitalization is determined
    by dividing the sum of short term debt and long term debt by stockholders’
    equity.
  (10)	Working capital is current assets minus
    current liabilities.
  (11)	In calculating the ratio of earnings
    to fixed charges, earnings consist of income before income taxes plus fixed
    charges. Fixed charges consist of interest expense (which includes amortization
    of debt issuance costs) and the estimated portion (10.0%) of lease expense
    deemed by management to represent the interest component of lease expense.
  (12)	Except as otherwise indicated, store
    information relates to all of our stores, including those operated through
    the Costco de Mexico Group joint venture (calculated on the basis of 100%
    of the amounts attributable to the Costco membership warehouses). The information
    does not include our restaurants.
  (13)	Food sales include sales of basic groceries
    and perishables. Non-food sales include sales of general merchandise and clothing.
    In each case, this information is presented as a percentage of net sales of
    our stores. For this purpose, sales include only the net sales from the Costco
    de Mexico Group joint venture that are included in our operating results.
  (14)	In computing sales per retail square
    foot for a period, we divide total store sales for the full period by the
    aggregate retail square footage at the end of such period. Accordingly, stores
    that are opened for less than the full period have the effect of decreasing
    store sales per retail square foot, and stores that are closed prior to the
    end of the full period have the opposite effect. Similarly, in computing average
    annual sales per store, we divide total store sales for the full period by
    the number of stores at the end of the period, and in computing sales per
    operating employee, we divide total store sales for the full period by the
    number of operating employees at the end of the period.
  (15)	Takes into account all employees at
    our stores, including Costco membership warehouses and distribution centers
    but excludes administrative employees and restaurant employees.
  (16)	See "Operating and Financial Review
    and Prospects" for the calculation of same store sales.
  (17)	Includes conversions of stores from
    one format to another format.
  (18)	Retail square footage means the square
    footage of space in our stores from the cash registers (including accompanying
    displays) to the back of our stores (excluding any warehouse space). Space
    for cashiers constituted approximately 8.5% of the total selling area of our
    stores at December 31, 2004.
  (19)	Takes into account all employees at
    our stores, including Costco membership warehouses, restaurants and distribution
    centers as well as our administrative employees.Dividends
Our shares are currently held in B Units and in
  BC Units. Each B Unit consists of four B Shares and each BC Unit consists of
  three B Shares and one C Share. The table below sets forth the nominal amount
  of dividends per B Unit and BC Unit paid in April of each year indicated. Peso
  amounts have been translated into U.S. Dollars at the exchange rate on each
  of the respective payment dates.
We paid aggregate dividends of Ps.131.8 million
  in 2002, Ps.124.7 million in 2003, Ps.125.2 million in 2004 and Ps.133.6 million
  in 2005. Our current policy is to pay annual aggregate dividends of between
  U.S.$12.0 million and U.S.$15.0 million.
During our annual shareholders’ meeting on April
  7, 2005 our shareholders approved a dividend of Ps.0.123 for each BC Unit, in
  a single payment, which was made to holders of record on April 18, 2005.

In respect of
Dividend In nominal Pesos per BC Unit2001
Ps. 0.1072002
Ps. 0.1072003
Ps. 0.1072004
Ps. 0.1122005
Ps. 0.123Exchange Rate Information
Mexico has had a free market for foreign exchange
  since November 1991 and the Mexican government allows the Peso to float freely
  against the U.S. Dollar. There can be no assurance that the government will
  maintain its current policies with regard to the Peso or that the Peso will
  not further depreciate or appreciate significantly in the future.
The following table sets forth, for the periods
  indicated, the high, low, average and period-end noon buying rate in New York
  City for cable transfers in Pesos published by the Federal Reserve Bank of New
  York, expressed in Pesos per U.S. Dollar. The rates have not been restated in
  constant currency units and therefore represent nominal historical figures.

Period
High
Low
Average(1)
Period End2000
9.1830
10.0870
9.4717
9.61802001
8.9500
9.9700
9.3300
9.15602002
9.0000
10.4250
9.7530
10.42502003
10.1130
11.4060
10.8043
11.24202004
10.8050
11.6350
11.3095
11.15402005:
 
 
 
 January
11.1715
11.4110
 
 February
11.0430
11.2060
 
 March
10.9800
11.3300
 
 April
11.0400
11.2300
 
 May
10.8850
11.0330
 
 June (through June 22nd)
10.7585
10.8825
 
 ______________
(1)	Average of month-end rates.The Mexican economy has suffered balance of payment
  deficits and shortages in foreign exchange reserves in the past. While the Mexican
  government has not restricted for more than ten years the ability of Mexican
  or foreign persons or entities to convert Pesos to U.S. Dollars, we cannot assure
  you that the Mexican government will not institute restrictive exchange control
  policies in the future. To the extent that the Mexican government institutes
  restrictive exchange control policies in the future, our ability to transfer
  or to convert Pesos into U.S. Dollars and other currencies for the purpose of
  making timely payments of interest and principal of indebtedness, including
  the notes, as well as to obtain imported goods would be adversely affected.
  See "—Risk Factors—Risk Factors Related to Mexico—Currency Fluctuations
  or the Devaluation and Depreciation of the Peso Could Limit Our Ability to Convert
  Pesos into U.S. Dollars or into Other Currencies, Which Could Adversely Affect
  Our Business, Financial Condition or Results of Operations."
Risk Factors
The following is a discussion of risks associated
  with our Company and an investment in our securities. Some of the risks of investing
  in our securities are specific to our business. Other risks are general risks
  associated with doing business in Mexico. The discussion below contains information
  about the Mexican government and the Mexican economy obtained from public sources.
  We have not independently verified this information. Any of the following risks,
  if they actually occur, could materially and adversely affect our business,
  financial condition, results of operations or the price of our securities.
Risk Factors Related to Our Business
We Participate in a Very Competitive Market
  and Increased Competition May Adversely Affect Our Business
The retail industry in Mexico is characterized
  by intense competition and increasing pressure on profit margins. The number
  and type of competitors and the degree of competition experienced by individual
  stores vary by location. Competition occurs principally on the basis of price
  and, to a lesser extent, location, selection of merchandise, quality of merchandise
  (in particular perishables), service, store conditions and promotions. We face
  strong competition from other national and international operators of supermarket
  and retail stores, including Walmex, Soriana, Chedraui (which recently acquired
  29 Carrefour stores), Gigante and other U.S. and international retailers. The
  Costco membership warehouses also face competition from Sam’s Club, a self-service
  warehouse club owned by Walmex. Additional U.S. and international retailers
  may enter the market in Mexico in the future either through joint ventures or
  directly. One of our competitors, Walmex, is affiliated with a large multinational
  retailer with significant financial resources. We also compete with numerous
  local and regional supermarket and self-service store chains, as well as small,
  family-owned neighborhood stores and street markets, in each region in which
  we do business. In addition, several of our stores, which are located in the
  same shopping areas, compete with each other. The restaurant business in Mexico
  is also highly competitive. Restaurantes California compete with numerous regional
  and national fast-food restaurant chains, local restaurants and prepared food
  establishments and street markets. We face strong competition from various U.S.
  fast-food restaurant chains, including McDonalds, Burger King, Kentucky Fried
  Chicken, Dominos Pizza and Pizza Hut. There can be no assurance that our performance
  will not be adversely affected by increased competition, whether resulting from
  the competitors described above or others. See "Information on the Company—Business
  Overview."
Other leading Mexican retailers, including Walmex
  and Soriana, are better capitalized than we are and have greater market share
  than we have as measured by net sales in 2004. Walmex has a pricing strategy
  of "Every Day Low Prices," which in recent years has increased the
  pressure on our operating margins and compelled us to lower the prices of certain
  of our products. Recently, Walmex announced an aggressive expansion plan which
  involves opening an additional 70 stores across Mexico in 2005. Other competitors
  have also announced expansion and modernization plans. These actions by our
  competitors are likely to cause us to respond by adopting more aggressive pricing
  policies at affected store locations and by implementing our growth strategy
  more rapidly. As Walmex and other retailers currently in the market in Mexico
  expand their operations, and as other U.S. and international retailers enter
  the market in Mexico, competition will continue to intensify and may adversely
  impact our performance.
Our Growth Strategy Is Dependent Upon the Continued
  Improvement of the Mexican Economy and Generating Positive Cash Flow
A major component of our future growth is expected
  to come from adding new stores (including Costco membership warehouses) and
  restaurants and remodeling our existing stores and restaurants. Our ability
  to carry out our expansion and remodeling plans and our returns on our investment
  in expansion and remodeling are dependent to a significant extent on the continued
  improvement of Mexico’s economic performance and our ability to generate positive
  cash flow given the Mexican economy. The Mexican economy has suffered severe
  downturns in the past and may do so in the future. See "—Risk Factors Related
  to Mexico—Mexico Has Experienced Adverse Economic Conditions." There can
  be no assurance that we will be able to open or remodel the number of stores
  (including Costco membership warehouses) and restaurants currently intended,
  whether because of economic conditions, availability of funds to make capital
  expenditures, availability of suitable and affordable sites, the ability to
  attract and retain certain qualified employees or otherwise. See "Operating
  and Financial Review and Prospects" and "Information on the Company—Business
  Overview."
Implementation of Our Expansion Program Presents
  Additional Risks
The growth in our net sales and net income depends
  to a substantial degree on our expansion program. Successful execution of our
  expansion program is dependent upon a number of factors, including our hiring
  and training of qualified personnel, the level of existing and future competition
  in areas where new stores are to be located, the availability of additional
  capital, our ability to locate new store and restaurant sites on acceptable
  terms, our ability to execute our retail concepts successfully in new markets
  and favorable financial market and macroeconomic conditions in Mexico. We plan
  to open new stores and restaurants both in areas in which we already operate
  and in new areas in Mexico. We cannot assure you that our new store and restaurant
  openings will not result in diversion of sales from our existing operations,
  and we may be unable to locate sufficient properties to support our expansion
  plans. Zoning restrictions, permit requirements and other regulations restricting
  the construction of buildings of the type in which we operate our various formats
  may also affect our ability to open new stores and restaurants.
If we are unable to open new stores and restaurants,
  our financial performance could be adversely affected. In addition, if consumers
  in the markets into which we expand are not receptive to our retail concepts,
  our financial performance could be adversely affected.
Our Joint Venture With Costco Is Jointly Controlled
  and Is Subject to Termination in Certain Circumstances
The Costco de Mexico Group joint venture is managed,
  on a day-to-day basis, by officers appointed by Costco and approved by us pursuant
  to certain management agreements between us, Costco and the Costco de Mexico
  Group joint venture. The affirmative vote of a majority of the entire board
  of directors of the joint venture is required to approve certain significant
  decisions regarding the joint venture, including some revisions to the joint
  venture business plan, entering into significant contracts, incurring significant
  indebtedness not provided for in the business plan, the removal of any management
  personnel, the election of officers and certain transfers of ownership interests
  in the joint venture. Furthermore, some significant decisions also require the
  approval of both members of an executive committee, which consists of our chief
  executive officer and the chief executive officer of Costco. Accordingly, although
  we expect Costco membership warehouses to be an important part of our future
  growth, we do not have sole control over the growth and operation of the Costco
  membership warehouse format. In addition, the Costco de Mexico Group joint venture
  is subject to termination under some circumstances. See "Information on
  the Company—Business Overview—Retail Store Formats—Membership Warehouse Stores."
Our Operations Are Highly Concentrated in the
  Mexico City Metropolitan Area and in the Central Region
Although we operate nationwide, our principal
  properties and operations are concentrated in the two most populated areas of
  Mexico, the Mexico City metropolitan area and the Central Region. At December
  31, 2004, our stores located in those areas accounted for approximately 75.6%
  of our total retail square feet and 79.3% of our net sales for the year ended
  December 31, 2004. Our restaurants located in those areas accounted for approximately
  1.6% of our net sales from restaurant sales for the year ended December 31,
  2004. Although we own stores and restaurants, and expect to develop or acquire
  additional stores and restaurants, outside of the Mexico City metropolitan area
  and the Central Region, we expect to continue to depend to a very large extent
  on economic conditions in those areas. Therefore, an economic downturn in those
  areas could have an adverse effect on our business, financial condition and
  results of operations. In addition, in the Mexico City metropolitan area, there
  is very limited availability of sites to acquire or lease for additional stores.
  As competition intensifies, it will become increasingly difficult to locate
  sufficient sites to support our expansion plans. If we are unable to locate
  sufficient sites, we will be unable to implement our expansion plans and our
  financial performance could be adversely affected.
Our Acquisition of the Mexican Operations of
  Auchan Is Dependent on Payment of the Purchase Price Due and Failure to Pay
  Will Result in Forfeiture of Auchan Properties and All Amounts Paid
In February 2003, we acquired Auchan’s operations
  in Mexico, consisting of five hypermarket stores located in the Central Region.
  We now operate these stores under the Mega format. The purchase price for this
  acquisition consists of six installment payments. We paid U.S.$15.0 million
  in 2003, we paid U.S.$20.0 million in 2004 and we paid U.S.$25 million
  in 2005. We are required to make additional payments of U.S.$20.0 million
  in each of 2006, 2007 and 2008. The stock of the Mexican corporations that hold
  the fixed assets of these stores are presently held in an escrow. The stock
  will not be released from this escrow, and we will not acquire title to the
  stock, until the purchase price is paid in full to the sellers. If we do not
  pay the purchase price in full when due, we will not obtain title to the stock
  and will have no right to be repaid the amounts we previously paid to Auchan.
  In addition, there are certain restrictive covenants that limit the operations
  of the business until the purchase price is paid to the seller. See "Information
  on the Company—Business Overview—New Initiatives—Acquisition of Auchan’s Mexican
  Operations."
Our Markets Are Undergoing Rapid Consolidation
Over the last several years, the retail sector
  in Mexico has been undergoing consolidation as large retail chains have gained
  market share at the expense of small, independently owned and operated stores.
  Recently, Walmex announced an aggressive expansion plan which involves opening
  an additional 70 stores across Mexico in 2005. We believe that further consolidation
  will likely occur as competition intensifies and economies of scale become increasingly
  important. Future consolidation may occur rapidly and materially alter the current
  competitive situation in Mexico. Walmex and Soriana are larger and better capitalized
  than we are and as a result are likely to be better positioned than we are to
  take advantage of strategic acquisition and consolidation opportunities. There
  can be no assurance that any further market consolidation will not be detrimental
  to our market position or will not materially and adversely affect our business,
  financial condition and results of operations.
Risk Factors Related to Mexico
Economic and Political Developments in Mexico
  Could Affect Mexican Economic Policy and Our Business, Financial Condition And
  Results Of Operations
CCM is a Mexican corporation and all of its operations
  and assets are located in Mexico. As a result, our business, financial condition
  and results of operations may be affected by the general condition of the Mexican
  economy, the devaluation of the Peso as compared to the U.S. Dollar, price instability,
  inflation, interest rates, regulation, taxation, social instability and other
  political, social and economic developments in or affecting Mexico over which
  we have no control.
The Mexican government has exercised, and continues
  to exercise, significant influence over the Mexican economy. Mexican governmental
  actions concerning the economy and state-owned enterprises could have a significant
  effect on Mexican private sector entities in general, and us in particular,
  and on market conditions, prices and returns on Mexican securities, including
  our securities.
Mexico’s President Vicente Fox has encountered
  strong opposition to a number of his proposed reforms in both the Chamber of
  Deputies and the Senate, where opposition forces have frequently joined to block
  his initiatives. Although the Mexican economy has exhibited signs of improvement,
  general economic sluggishness continues. This continuing sluggishness in the
  Mexican economy, combined with recent political events, has slowed economic
  reform and progress. In elections in 2003 and 2004, the political party of President
  Fox, the Partido Acción Nacional, or the National Action
  Party, lost additional seats in the Mexican congress, as well as state governorships.
  The increased party opposition and legislative gridlock arising out of the elections
  could further hinder President Fox’s ability to implement his economic reforms.
Presidential and federal congress elections in
  Mexico are scheduled to be held in July 2006. Under Mexican law, President Fox
  cannot run for re-election. The electoral process could lead to further friction
  among political parties and the executive branch officers, which could potentially
  cause additional political and economic instability. Additionally, once the
  President and representatives are elected, there could be significant changes
  in laws, public policies and government programs, which could have a material
  adverse effect on the Mexican economic and political situation which, in turn
  may adversely affect our business, financial condition and results of operations.
National politicians are currently focused on
  the 2006 elections and crucial reforms regarding fiscal and labor policies,
  gas, electricity, social security and oil have not been and may not be approved.
  In addition, recent impeachment proceedings regarding the presidential candidacy
  of Andres Manuel Lopez Obrador, the mayor of Mexico City, which have now been
  terminated, has led to political unrest. The effects on the social and political
  situation in Mexico, including the 2006 presidential elections and presidential
  succession, could adversely affect the Mexican economy, including the stability
  of its currency, which in turn could have a material adverse effect on our business,
  financial condition and results of operations, as well as market conditions
  and prices for our securities.
Mexico Has Experienced Adverse Economic Conditions
Mexico has historically experienced uneven periods
  of economic growth. In 2001, Mexico’s gross domestic product, or GDP, decreased
  0.3% primarily as a result of the downturn in the U.S. economy. Mexican GDP
  increased 0.9% in 2002, 1.3% in 2003, 4.4% in 2004 and 2.4% in the first quarter
  2005. GDP growth fell short of Mexican government estimates in 2004; however,
  according to Mexican government estimates, in 2005 GDP in Mexico is expected
  to grow by approximately 3.5% to 4.0%, while inflation is expected to be less
  than 4.0% in 2005. We cannot assure you that these estimates will prove to be
  accurate.
If the Mexican economy should fall into a recession,
  our business, financial condition and results of operations may be adversely
  affected.
Developments in Other Emerging Market Countries
  or in the United States May Affect Us and the Prices for our Debt Securities
The market value of securities of Mexican companies,
  the economic and political situation in Mexico and our financial condition and
  results of operations are, to varying degrees, affected by economic and market
  conditions in other emerging market countries and in the United States. Although
  economic conditions in other emerging market countries and in the United States
  may differ significantly from economic conditions in Mexico, investors’ reactions
  to developments in any of these other countries may have an adverse effect on
  the market value or trading price of securities of Mexican issuers, including
  our debt securities, or in our business.
In particular, Argentina’s continued insolvency
  and default on its public debt could adversely affect Mexico, the market value
  of our debt securities or our business. Although a majority of the foreign holders
  of Argentina’s indebtedness have agreed to exchange their securities in connection
  with Argentina’s restructuring, holders of a substantial amount of the country’s
  indebtedness have refused such exchange. To the extent that the Argentine government
  is unsuccessful in preventing further economic decline, the crisis may also
  adversely affect Mexico, the price of our securities or our business.
In addition, the political and economic future
  of Venezuela remains uncertain. A nationwide general strike that occurred between
  December 2002 and January 2003 caused a significant reduction in oil production
  in Venezuela, and has had a material adverse effect on Venezuela’s oil-dependent
  economy. In February 2003, Venezuelan authorities imposed foreign exchange and
  price controls on specified products. Inflation continues to grow despite price
  controls and the political and economic environment has continued to deteriorate.
  Venezuela has experienced increasing social instability and massive public demonstrations
  against President Chavez. We cannot predict what effect, if any, the decisions
  of the Venezuelan government will have on the economies of other emerging market
  countries, including Mexico, the price of our debt securities or our business.
Our operations, including demand for our products
  or services, and the price of our debt securities, have also historically been
  adversely affected by increases in interest rates in the United States and elsewhere.
  The U.S. Federal Reserve Bank has signaled that it will continue implementing
  "measured" increases in interest rates in 2005. As interest rates
  rise, the prices of our debt securities may fall.
Military Operations in Iraq and Elsewhere Have
  Negatively Affected Industry and Economic Conditions Globally, and These Conditions
  Have Had, and May Continue to Have, a Negative Effect on Our Business
Military operations in Iraq have depressed economic
  activity in the United States and globally, including the Mexican economy. Since
  the invasion, there have been terrorist attacks abroad, like the terrorist attacks
  in Madrid on March 11, 2004, as well as ongoing threats of future terrorist
  attacks in the United States and abroad. Although it is not possible at this
  time to determine the long-term effect of these terrorist threats and attacks
  and the consequent response by the United States, there can be no assurance
  that there will not be other attacks or threats in the United States or abroad
  that will lead to a further economic contraction in the United States or any
  other major markets. In the short term, however, terrorist activity against
  the United States and the U.S. military operations in Iraq have contributed
  to the uncertainty of the stability of the U.S. economy as well as global capital
  markets. It is not certain how long these economic conditions will continue.
  If terrorist attacks continue or become more prevalent or serious, if the economic
  conditions in the United States decline or if a global recession materializes,
  our business, financial condition and results of operations may be materially
  and adversely affected.
Currency Fluctuations or the Devaluation and
  Depreciation of the Peso Could Limit Our Ability to Convert Pesos into U.S.
  Dollars or into Other Currencies, Which Could Adversely Affect Our Business,
  Financial Condition or Results of Operations
A substantial portion of our indebtedness is U.S.
  Dollar-denominated. In addition, some of our costs, principally the costs of
  products from international suppliers, are U.S. Dollar and other foreign currency
  denominated. However, all of our revenues are Peso-denominated. As a result,
  decreases in the value of the Peso against the U.S. Dollar and other foreign
  currencies could cause us to incur foreign exchange losses, which would adversely
  affect our financial condition and reduce our net income.
Severe devaluation or depreciation of the Peso
  may also result in governmental intervention, as has resulted in Argentina,
  or disruption of international foreign exchange markets. This may adversely
  affect our ability to transfer or convert Pesos into U.S. Dollars for the purpose
  of making timely payments of interest and principal on our indebtedness and
  may adversely affect our ability to transfer or convert Pesos into U.S. Dollars
  and other currencies to obtain imported goods. The Mexican economy has suffered
  balance of payment deficits and shortages in foreign exchange reserves in the
  past. While the Mexican government has not restricted for more than ten years
  the ability of Mexican or foreign persons or entities to convert Pesos to U.S.
  Dollars, we cannot assure you that the Mexican government will not institute
  restrictive exchange control policies in the future. To the extent that the
  Mexican government institutes restrictive exchange control policies in the future,
  our ability to transfer or to convert Pesos into U.S. Dollars and other currencies
  for the purpose of making timely payments of interest and principal of indebtedness,
  including the notes, as well as to obtain imported goods would be adversely
  affected. Devaluation or depreciation of the Peso against the U.S. Dollar or
  other currencies may also adversely affect U.S. Dollar or other currency prices
  for our debt securities or the cost of imported goods.
High Inflation Rates in Mexico May Adversely
  Affect Our Results of Operations and Financial Condition
Mexico historically has experienced high levels
  of inflation, although the rates have been lower in recent years. The annual
  rate of inflation, as measured by changes in the NCPI, was 4.4% in 2001, 5.7%
  for 2002, 4.0% for 2003 and 5.2% for 2004. Mexico’s current level of inflation
  remains higher than the annual inflation rates of its main trading partners.
  High inflation rates can adversely affect our business, financial condition
  and results of operations in the following ways:
·inflation
        can adversely affect consumer purchasing power, thereby adversely affecting
        consumer demand for our products and services; and
      ·to
        the extent inflation exceeds our price increases, our prices and revenues
        will be adversely affected in "real" terms.High Interest Rates in Mexico Could Increase
  Our Financing Costs
Mexico historically has had, and may continue
  to have, high interest rates. The interest rates on 28-day Mexican government
  treasury securities averaged 7.1% for 2002, 6.2% for 2003 and 6.8% for 2004.
  Accordingly, if we have to incur Peso-denominated debt in the future, it will
  likely be at higher interest rates. High interest rates in Mexico could increase
  our financing costs and thereby impair our financial condition, results of operations
  and cash flows.
Mexican Antitrust Laws May Limit Our Ability
  to Expand Through Acquisitions or Joint Ventures
Mexico’s federal antitrust laws and regulations
  may affect some of our activities, including our ability to introduce new products
  and services, to enter into new or complementary businesses or joint ventures
  and to complete acquisitions. In addition, the federal antitrust laws and regulations
  may adversely affect our ability to determine the rates we charge for our services
  and products. Approval of the Comisión Federal de Competencia,
  or Mexican Antitrust Commission, is required for us to acquire and sell significant
  businesses or to enter into significant joint ventures. The Mexican Antitrust
  Commission may not approve any proposed future acquisition or joint venture
  that we may pursue.
At the end of 2003, three of the main retail companies
  in Mexico, CCM, Gigante and Soriana, formed Sinergia de Autoservicios, S. de
  R.L. de C.V., or Sinergia, a limited liability company created to improve procurement
  for the three companies by combining their purchasing power. After an extensive
  process, the Mexican Antitrust Commission granted approval for the formation
  and operation of Sinergia but imposed certain conditions to prevent monopolistic
  practices. Among these conditions, Sinergia is subject to certain ongoing reporting
  obligations to the Mexican Antitrust Commission regarding its internal systems
  and procedures. Sinergia also is required to disclose to the Mexican Antitrust
  Commission on an ongoing basis the economic benefits being obtained by its members.
  There can be no assurance that there will not be any further challenge to Sinergia
  on antitrust grounds or otherwise. Without the benefits of Sinergia, our cost
  of sales may increase. These higher costs could have an adverse effect on our
  results of operations.
Differences Between Mexican GAAP and U.S. GAAP
  May Have an Impact on the Presentation of Our Financial Information
A principal objective of the securities laws of
  the United States, Mexico and other countries is to promote full and fair disclosure
  of all material corporate information. However, there may be less publicly available
  information about foreign issuers of securities listed in the United States
  than is regularly published by or about domestic issuers of listed securities.
  In addition, our financial statements are prepared in accordance with Mexican
  GAAP, which differs from U.S. GAAP and accounting procedures adapted in other
  countries in a number of respects. For example, most Mexican companies, including
  our company, must incorporate the effects of inflation directly in accounting
  records and in their published financial statements. Thus, financial statements
  and reported earnings of Mexican companies may differ from those of companies
  in other countries with the same financial performance. Note 17 to our financial
  statements provides a description of the principal differences between Mexican
  GAAP and U.S. GAAP as they relate to us.
Risk Factors Related to Our Principal Shareholders
Our Principal Shareholders Have Substantial
  Influence Over Our Management and the Interests of Our Principal Shareholders
  May Differ from Those of Other Shareholders
As of December 31, 2004, approximately 74.4% of
  our outstanding B Shares are beneficially owned, directly or indirectly, by
  a trust, the beneficiaries of whom are primarily members of the González
  Family. The B Shares are the only class of our capital stock that is entitled
  to elect our board of directors. As our controlling shareholder, this trust
  controls our business through its power to elect a majority of our board of
  directors and to determine the outcome of almost all actions that require shareholder
  approval. For example, the trust has the ability to cause us to declare dividends.
  The trust was established by five corporations and the beneficiaries of the
  trust are members of the González family. For a description of this trust,
  see "Major Shareholders and Related Party Transactions." In addition
  to their indirect ownership interest in our company, Mr. Guillermo González
  Nova, Mr. Jaime González Nova, Mr. Carlos González Zabalegui,
  Ms. Elena González Guerra, and Mr. Pablo González Guerra,
  who are members of the González family, are directors. Mr. Guillermo
  González Nova also serves as our Chairman of the Board, Mr. Jaime
  González Nova serves as our Vice-Chairman and Mr. Carlos González
  Zabalegui serves as our Vice-Chairman and Chief Executive Officer. See "Major
  Shareholders and Related Party Transactions."
Forward-Looking Statements
Some of the statements in this annual report constitute
  "forward-looking statements" within the meaning of the Private Securities
  Litigation Reform Act of 1995. These forward-looking statements include references
  to future capital expenditures and the amount and nature of these expenditures,
  business strategies and measures to implement these strategies, competitive
  strengths and the impact of competition, goals, expansion and growth of our
  business and operations, plans and references to our future success and expectations
  regarding future operating results and liquidity. Words like "believe,"
  "anticipate," "plan," "expect," "intend,"
  "target," "estimate," "project," "predict,"
  "forecast," "guideline," "should" and similar
  expressions are intended to identify forward-looking statements, but are not
  the exclusive means of identifying these statements.
Forward-looking statements involve inherent risks
  and uncertainties. We caution you that a number of important factors could cause
  actual results to differ materially from the plans, objectives, expectations,
  estimates and intentions expressed in these forward-looking statements. These
  factors, some of which are discussed under "—Risk Factors," include
  economic and political conditions and government policies in Mexico or elsewhere,
  inflation rates, exchange rates, regulatory developments, changes in our product
  mix and pricing strategies, difficulty in acquiring new land for development,
  difficulty in completing proposed store openings, customer demand, technology
  implementation, industry consolidation and competition. You should evaluate
  any statements made by us in light of these important factors. We also caution
  you that the foregoing list of factors is not exclusive and that other risks
  and uncertainties may cause actual results to differ materially from those in
  forward-looking statements.
Forward-looking statements speak only as of the
  date they are made, and we do not undertake any obligation to update them in
  light of new information or future developments.
Item 4.	Information on the Company
History and Development of the Company
CCM is a sociedad anónima de capital
  variable, or a limited liability variable stock corporation, organized under
  the laws of Mexico. Our principal offices are located at Av. Revolución
  No. 780, Módulo 2, Colonia San Juan, C.P. 03730 México, D.F. and
  our telephone number is (52) (55) 5270 9312.
We trace our history to 1930 when Antonino González
  Abascal and his son founded their first store, which primarily sold textiles,
  in Mexico City. The first combination supermarket/general merchandise store
  under the name Comercial Mexicana was opened in Mexico City in 1962, and 20
  additional stores were established during the 1970’s. During the 1980’s we continued
  to expand through the acquisition of the chain of Sumesa stores and the opening
  of 51 Comercial Mexicana stores. The first Restaurante California commenced
  operations in 1982, and the first Bodega opened in 1989. We entered into the
  joint venture with Costco Wholesale Corporation in June 1991, and the first
  Costco membership warehouse opened in February 1992. In 1993, we introduced
  the Mega format, which combines features of both department stores and supermarkets.
  In February 2003, we acquired Auchan, S.A.’s operations in Mexico.
CCM was wholly owned by the González family
  until April 1991, when shares of capital stock of CCM were listed in the Mexican
  Stock Exchange and offered publicly in Mexico. In 1996, GDSs representing shares
  of capital stock of CCM were listed on the New York Stock Exchange and the GDSs
  and the underlying shares were offered publicly in Mexico, the United States
  and elsewhere outside of Mexico.
Our deed of incorporation was executed on December
  9, 1988, and we were registered in the Public Registry of Commerce in Mexico
  City on February 21, 1989, under the number 60562. The term of our company is
  99 years beginning on May 11, 1989.
Capital Expenditures
Capital expenditures reflect our strategy of growth
  through expansion and acquisition as well as our emphasis on self-development
  and ownership of real estate, and on improvements in logistics and technology.
  We believe that continued capital spending in technology focusing on store operations,
  logistics, manufacturing procurement, category management, merchandising and
  buying practices, should reduce merchandising costs as a percent of sales.
The following table sets forth our capital expenditures
  for each of the three years ended December 31, 2002, 2003, 2004 and the budgeted
  capital expenditures for the year ended December 31, 2005:

 
Year ended December 31,(1) 
2002
2003
2004
2005 (2).(Millions of constant Pesos as of December 31, 2004, except for 2005 amounts, which are in nominal Pesos)Real estate (3)
Ps. 345.2
Ps. 605.7
Ps. 1,292.7
Ps. 974.0Store fixtures (4)
449.8
942.6
675.3
1,604.00Information systems
16.9
67.5
67.7
110Total
Ps. 811.9
Ps. 1,615.8
Ps. 2,035.7
Ps. 2,688.0______________(1)	Capital expenditures include Ps.223.0 in 2002, Ps.342.7
    in 2003 and Ps.431.5 in 2004 contributed by us to the Costco de Mexico Group
    joint venture.
  (2)	Represents budgeted amounts for the year ending December
    31, 2005.
  (3)	Not including our acquisition of Auchan’s operations.
  (4)	Represents new units, store fixtures, remodeling and
    other equipment expenditures.Capital expenditures of Ps.2,035.7 million
  in 2004 were funded with cash from operations. Our plans for 2005 could change
  depending on the economic situation in Mexico, our financial results and our
  ability to generate sufficient cash flow to fund such expenditures.
We expect to open 21 units in 2005 as follows:
  two Comercial Mexicana stores, four Bodegas, seven Megas, two Costco membership
  warehouses, one Sumesa and five Restaurantes California. We intend to continue
  remodeling units.
We currently plan to finance all 2005 capital
  expenditures primarily with cash flow from operations. Although we believe that
  sufficient financing will be available to us, we cannot assure you that we will
  have sufficient cash flow from operations to make all of our planned capital
  expenditures when scheduled or, if necessary, that we will be able to obtain,
  or what the terms may be of, any bank or other financing. We are also responsible
  for financing 50% of new Costco membership warehouses. See "Information
  on the Company—Property, Plant, and Equipment" and "Key Information—Risk
  Factors—Risk Factors Related to Our Business—Our Growth Strategy Is Dependent
  Upon the Continued Improvement of the Mexican Economy and Generating Positive
  Cash Flow."
Business Overview
We operate one of the largest retail companies
  in Mexico as well as a chain of family-style restaurants under the name Restaurantes
  California. Our retail operations include a 50% interest in a joint venture
  with Costco Wholesale Corporation, or Costco, which we refer to as the Costco
  de Mexico Group joint venture. The Costco de Mexico Group joint venture operates
  a chain of warehouse clubs in Mexico.
We carry out our business through five retailing
  store formats and one chain of family-style restaurants. These formats and restaurants
  are divided into three segments:
· 	the CM Group, which
        comprises our core business and includes our Comercial Mexicana and Bodega
        supermarkets and Mega hypermarkets;
      · 	the Costco de Mexico
        Group, which consists of our 50% interest in the joint venture with Costco;
        and
      · 	the Other Group, which
        includes our Sumesa stores and Restaurantes California.Our stores sell a wide variety of food items,
  including basic groceries and perishables, as well as non-food items, including
  general merchandise and clothing. Food items represented 68.9% of our net sales
  from our stores in 2004. At December 31, 2004, we had 181 stores operating under
  our five retailing store formats, with a total selling area of approximately
  13.5 million square feet. Our stores are concentrated primarily in the
  Mexico City metropolitan area and in the central Mexico region, including Guadalajara,
  or the Central Region.
Historically, the Mexican retail sector has been
  fragmented, with consumers served by a number of formats, including traditional
  formats like independent grocery stores and food specialists, modern formats
  like supermarkets, department stores and hypermarkets, as well as informal outlets
  like street vendors and markets. Hypermarkets are large stores that include
  features of both supermarkets and department stores. In recent years, the Mexican
  retail sector has experienced consolidation and the entry of large international
  retailers like Wal-Mart Stores Inc., which controls Walmex. We believe that
  there is considerable potential for growth as the Mexican retail sector continues
  its process of modernization. We believe that consumer preferences are shifting
  away from smaller, traditional and informal outlets toward larger, standardized
  supermarket and hypermarket chains. These chains offer consumers superior value
  through greater merchandise selection, convenience and better prices through
  the chains’ greater purchasing power. Additionally, we believe that the recovery
  of consumers’ purchasing power in Mexico and favorable demographics, which is
  expected to lead to increased numbers of consumers, should benefit the retail
  sector in the short and long terms. We believe our business strategy is designed
  to capitalize on this trend toward larger supermarket and hypermarket chains.
Our chain of family-style restaurants serves a
  wide variety of Mexican and continental cuisines for breakfast, lunch and dinner.
  Our restaurants emphasize high quality, homemade-style food with fast service
  at low prices, with an average lunch costing less than Ps.85.00, or approximately
  U.S.$7.61. At December 31, 2004, we had 58 restaurants located in 18 cities
  in Mexico, concentrated primarily in the Mexico City metropolitan area.
Our Business Strategy
The key elements of our business strategy include
    the following:Controlled growth.
                     Our growth strategy has two principal components:continued improvements in same store sales growth through
      enhanced merchandising techniques, attractive promotions, remodeling of
      our stores and expansion of selling area; and
    new store openings in areas where we already have a significant
      presence and in areas with high potential but that are currently underserved
      by modern retail formats.Although there are many external market
        variables that affect the performance of same store sales, we believe
        our new store formats and low prices will help reduce the impact of factors
        that are beyond our control. Despite increased competition in certain
        areas, we believe the Mexican market continues to be underserved, leaving
        significant room for additional store growth. During 2004, we dedicated
        a great deal of time and resources in identifying attractive locations
        for new stores, the benefits of which should begin to be reflected in
        2005 as our expansion plan for 2005 includes the opening of 16 new stores
        as well as the remodeling of ten stores across Mexico. This represents
        our most aggressive expansion plan since 2000. We expect to derive the
        required funds primarily from internally generated cash flow. Through
        this expansion plan, we intend to reinforce our presence in the Mexico
        City metropolitan area and in the Central Region, capitalizing on our
        existing presence and strong reputation in those markets. We also intend
        to expand our operations in other regions.
      · 	Continue
        with our everyday low price strategy instead of frequent promotions.
        We adopted a low pricing strategy in 2002 with the principal objective
        of attracting a more loyal customer base. We believe that our historical
        strategy of offering promotions and deep discounts from time to time was
        effective in the historical Mexican macroeconomic environment, which was
        characterized by high inflation. As the Mexican economy became more stable,
        consumers became more aware of price differences and started comparing
        them among different retailers. The introduction by Walmex, our principal
        competitor, of the "Every Day Low Prices" concept was also well
        received by consumers. We believe that we have been successful in communicating
        our competitive prices to our customers, thus increasing customer loyalty
        as well as our customer base in general.Focus
        on operating margins. We seek to improve our operating margins
        by:streamlining our distribution channels through the use of
      our new distribution center that services our Comercial Mexicana, Mega,
      Bodega and Sumesa store formats; and
    continuing to grow our Mega store format, which has higher
      margins than our other businesses.Because many of our suppliers offer generic
        product brand names, we are able to negotiate better terms and conditions
        with these suppliers than those that we would be able to obtain from suppliers
        that, due to their popularity and the high demand for their brand of products,
        have stronger negotiating power. By leveraging our market presence and
        establishing relationships with new product suppliers, we intend to maintain
        our low pricing strategy while trying to improve our operating margins.
        Our distribution centers that service the Comercial Mexicana, Mega, Bodega
        and Sumesa store formats allow us to negotiate better prices with our
        suppliers, shorten the distance over which our goods are shipped and achieve
        efficiency gains in our inventory management and turnover. Of the 16 new
        stores we intend to open during 2005, seven are Mega formats.
      · 	Focus
        on differentiation. Competition occurs principally on the basis
        of price and, to a lesser extent, location, selection of merchandise,
        quality of merchandise (in particular perishables), service, store conditions
        and promotions. We believe that competition based solely on low pricing
        will ultimately result in decreased margins and low customer loyalty.
        We intend to attract and retain customers by providing a more enjoyable
        shopping environment and improving their overall shopping experience through
        the use of new, modern and exclusive product offerings, innovative promotions
        and improved marketing techniques. For example, in the summer of 2004,
        we launched "Beatles week," which attracted customers through
        several promotions involving Beatles’ music and merchandise. In April
        2004, we launched "French week," which consisted of several
        promotions involving cheese, wine and other French products. Sales in
        our stores also typically increase during the "Julio Regalado"
        special promotion occurring each July and during the Christmas season.
        We have also been a market leader in introducing convenient new services
        for our customers, like providing them with facilities for the convenient
        payment of third party services and local taxes. We believe that these
        marketing strategies have been successful. We expect to continue launching
        new and innovative promotions to continue to attract customers. Additionally,
        we try to differentiate ourselves in our product offerings as we offer
        unique products that are unlikely to be found in our competitors’ selling
        floor. We believe that we are recognized as a high quality supplier of
        perishables and will continue to focus on delivering high quality perishable
        products.
      · 	Increase
        efficiency. We intend to increase productivity and customer service
        through investments in information technology and the increased utilization
        of our new distribution center which opened in August 2003. In recent
        years, we have made significant investments in computer systems focused
        primarily on improving inventory efficiency, supply levels and controls.
        Innovative technologies used by our stores include point of sales systems,
        a unit inventory control system, data warehouse category management, fiber
        optic communications networks and electronic communication systems to
        submit purchase orders to suppliers. We believe that continued upgrading
        of our systems will allow us to further increase efficiency, reduce expenses
        and provide the necessary product and sales information to enhance merchandising
        decisions at each store. We continue to increase the utilization of our
        distribution centers which has increased our storage capacity and has
        improved our ability to supply our stores with a more efficient product
        mix by utilizing a centralized location for distribution. The Costco de
        Mexico Group joint venture is currently being serviced by a distribution
        center that is located in the Mexico City metropolitan area.
      · 	Merchandising
        and market segmentation. Our merchandising and market segmentation
        strategy emphasizes competition on the basis of price, selection of merchandise,
        quality of merchandise (in particular perishables) and service. We target
        specific consumer segments, preferences and demographics by using distinct
        retail formats, which differ in store size, service level and product
        range. As Mexican consumer preferences have shifted toward large supermarkets
        and hypermarkets, we have sought to meet this demand by growing our Mega
        format. Net sales of the Mega format accounted for approximately 28.8%
        of our net sales in 2004.
      · 	Location.
        In opening new stores, we select the type of retail store and offer the
        merchandise and service mix that we consider most appropriate for each
        location’s anticipated customer base. We determine a location’s anticipated
        customer base by analyzing a number of factors, including the current
        and expected future population density, income levels and competitive
        conditions surrounding that location. We believe that this analysis allows
        our new stores to provide better services to our customers and improves
        our stores’ success rate. From January 1, 2003 through December 31, 2004
        we purchased approximately 4.0 million square feet of unimproved
        land, increasing our land reserve to 8.5 million square feet. We
        intend to continue to explore the possibility of additional strategic
        land acquisitions in desirable locations. Decisions with respect to opening
        new Costco membership warehouses are made by the Costco de Mexico Group
        joint venture.Operations
At December 31, 2004, we had 181 stores operating
  under five retailing formats with a total selling area of approximately 13.5 million
  square feet. Although we operate nationwide, our stores are concentrated in
  the two most populated areas of Mexico, the Mexico City metropolitan area and
  the Central Region. Our stores located in those areas accounted for approximately
  75.6% of our total retail floor space at December 31, 2004. At December 31,
  2004, we had 58 Restaurantes California located in 18 cities in Mexico, 31 of
  which were located in the Mexico City metropolitan area.
The percentage breakdown of our total selling
  area and number of stores by geographic region at December 31, 2004, is
  set forth in the following table:

 
At December 31, 2004 
Percentage of Total Selling Area
Number of StoresMexico City metropolitan area
39.4 %
81Central region
36.2
61Northwest region
11.5
17Northeast region
1.9
3Southeast region
6.8
11Southwest region
4.1
8Total
100.0 %
181
The number of restaurants by geographic region
  at December 31, 2004 is set forth in the following table:

At December 31, 2004 
Number of RestaurantsMexico City metropolitan area
31Central region
18Northwest region
2Northeast region
-Southeast region
5Southwest region
2Total
58
The percentage breakdown of the contribution of
  our store formats (including the Costco membership warehouses) and our restaurants
  to total sales is set forth below for each of the three years ended December
  31, 2002, 2003 and 2004.

 
Year Ended December 31, 
2002
2003
2004Comercial Mexicana
40.0 %
36.3 %
32.9 %Bodega
14.9
14.4
13.7Mega
22.6
26.3
28.8Sumesa
2.3
2.3
2.5Costco
18.5
18.9
20.1Restaurantes California
1.5
1.6
1.6Miscellaneous Income
0.2
0.2
0.3Total
100.0 %
100.0 %
100.0 %
Except for Sumesas, which offer primarily food
  items, stores operated by us offer a combination of food and non-food items.
  Management classifies our store sales into four main product lines. The percentage
  contribution to total sales of each of these product lines is set forth below
  for each of the three years ended December 31, 2002, 2003 and 2004.

 
Year Ended December 31, 
2002
2003
2004Perishables
26.1 %
25.6 %
27.7 %Groceries
38.8
40.7
41.2General Merchandise
24.7
24.1
21.9Clothing
10.4
9.5
9.2Total
100.0 %
100.0 %
100.0 %Our management believes that in recent years Mexican
  consumers have increasingly preferred stores that offer a combination of the
  wide variety of food items carried by conventional supermarkets as well as a
  variety of non-food items, like general merchandise, clothing, household items
  and home improvement products. In response to this change in consumer preferences,
  our newer stores offer expanded perishable departments, prepared foods, tortilla
  presses and bakery goods as well as wider selections of health, beauty and pharmaceutical
  products.
Retail Store Formats
We carry out our business through five retail
  store formats: Comercial Mexicana, Bodega, Mega, Sumesa and Costco membership
  warehouses (through the Costco de Mexico Group joint venture). Through these
  formats, we are able to target nearly all the population segments in the Mexico
  City metropolitan area and the other are as which we serve.
In opening new stores, we select the retail store
  format that offers the merchandise and service mix we consider most appropriate
  for each location’s anticipated customer base. We determine a location’s anticipated
  customer base by referring to a number of factors, including the current and
  expected future population density, income levels and competitive conditions
  surrounding that location. Decisions with respect to opening new Costco membership
  warehouses are made by the Costco de Mexico Group joint venture.
We believe in changing the retailing format of
  our retail stores when appropriate, based on changing demographics and competitive
  characteristics of the location surrounding an established store. For example,
  from 2001 to 2004, seven Comercial Mexicana stores were converted into Megas,
  five Comercial Mexicana stores were converted into Bodegas and one Bodega was
  converted into a Comercial Mexicana store. In addition, since acquiring the
  Sumesa chain in 1981, we have converted six Sumesas into other formats. The
  conversion costs typically ranged from U.S.$2.1 million to U.S.$5.0 million
  per store, averaging approximately U.S.$3.1 million per store.
While we currently expect to continue using our
  five retailing formats, we may experiment with additional formats in the future.
Combination Supermarket/General Merchandise Stores
Comercial Mexicana. At December 31, 2004,
  we operated 66 Comercial Mexicana stores, including 18 in the Mexico City metropolitan
  area, 29 in the Central Region (including Guadalajara), nine in the northwest
  region (including Tijuana), one in the northeast region, four in the southeast
  region and five in the southwest region. Comercial Mexicana stores are targeted
  at middle and upper-income customers.
Comercial Mexicana stores carry an extensive line
  of food items and non-food items. Food items include meats, poultry, fish, fresh
  fruits and vegetables, dairy products, baked goods, frozen goods, canned goods,
  prepared foods, delicatessen, wines and liquors and imported foods. Non-food
  items include men’s, women’s and children’s clothing and shoes, paper products,
  office supplies, books and magazines, health and beauty products, garden supplies,
  automotive supplies, photographic supplies, electric appliances, sporting goods,
  toys and gifts and numerous household items. All Comercial Mexicana stores have
  one or more specialty departments, like a bakery or tortilla press. All Comercial
  Mexicana stores have pharmacies offering prescription and non-prescription medications.
  A typical Comercial Mexicana store offers more than 55,000 products.
Most Comercial Mexicana stores are located in
  neighborhood shopping centers. Comercial Mexicana stores require large parking
  lots and access to roads to allow customers to drive to the stores.
Comercial Mexicana stores offer, at competitive
  prices, locally and nationally advertised and distributed brands of merchandise,
  together with some food items, general merchandise and clothing product lines
  that are sold under our own private label names. Comercial Mexicana stores incorporate
  merchandising techniques, like bright lighting, wider-than-usual aisles and
  store layouts, that are designed to encourage greater spending per customer.
  All Comercial Mexicana stores are identified by an easily recognizable pelican
  logo.
A Comercial Mexicana store remodeling generally
  involves the installation of new services, lighting, decorations, freezers and
  refrigerators, as well as the replacement of fixtures, painting and necessary
  repairs and changes in store layout that are intended to make the stores more
  attractive to customers. At the same time, we upgrade the information technology
  in our Comercial Mexicana stores to improve operating efficiencies and to allow
  the introduction of new services. We remodeled three Comercial Mexicana stores
  in 2002, six in 2003 and five in 2004.
Comercial Mexicana stores generally range in size
  from approximately 43,000 to 100,000 square feet of selling area, with an average
  of approximately 68,000 square feet. Comercial Mexicana stores employed 8,581
  individuals at December 31, 2004.
Comercial Mexicana stores have experienced a decline
  in the number of customers in the last three years. We believe this is mainly
  a result of our conversion of 11 Comercial Mexicana stores into Bodegas or Megas
  in 2002, 2003 and 2004, thereby reducing the number of Comercial Mexicana stores
  available for shopping, as well as increased competition in the market. We have
  developed several strategies in response to these developments, including reorganization
  of the Comercial Mexicana employee structure, construction of a new distribution
  center servicing all store formats, including Comercial Mexicana, and the institution
  of a new pricing strategy of every day low prices instead of one-time promotions
  and discounts.
Bodega. At December 31, 2004, we operated
  32 Bodegas, including 24 in the Mexico City metropolitan area, six in the Central
  Region, one in the southeast region and one in the southwest region. Bodegas
  target lower-income customers.
Bodegas are warehouse stores, which offer more
  than 30,000 products, mainly food items, pharmaceutical items and general merchandise
  of the type sold in Comercial Mexicana stores but with less selection in terms
  of brands and sizes of items offered.
Bodegas have lower operating costs as a percentage
  of sales than Comercial Mexicana stores. Lower operating costs are obtained
  primarily because Bodegas use less advertising and a lower level of customer
  service, fewer amenities, less decoration and reduced storage costs because
  items are stocked on display on the sales floor. In addition, Bodegas have fewer
  promotions and product introductions. All Bodegas have a tortilla press, a bakery
  and/or other specialty departments. Because customers who patronize Bodegas
  generally do not have cars, Bodegas are within walking distance of residential
  areas or accessible by public transportation. Bodegas also are identified by
  the same easily recognizable pelican logo as Comercial Mexicana stores.
Bodegas range in size from approximately 24,000
  to 65,000 square feet of selling area, with an average of approximately 50,600
  square feet. Bodegas employed 3,710 individuals at December 31, 2004.
Mega. Under the Mega format, we currently
  operate our largest combination stores. As of December 31, 2004, we operated
  39 Megas, including 18 in the Mexico City metropolitan area, 13 in the Central
  Region, four in the northern region and four in the southern region. The Mega
  format targets a broad range of economic groups.
We introduced the Mega format in 1993 to take
  advantage of the perceived potential of, and as a competitive response to, the
  supercenter and hypermarket formats that had begun to appear in Mexico. Prices
  in Megas are generally lower than those in Comercial Mexicana stores, but not
  as low as in Bodegas. Megas offer approximately 60,000 products, which is broader
  than that offered in Comercial Mexicana stores. The different types of merchandise
  carried by Megas are separated into distinct areas or departments. Each Mega
  contains a bakery, a pharmacy and other complementary services operated by us,
  just as in Comercial Mexicana stores. In addition, Megas contain separate specialty
  retail facilities leased to and operated by third-party tenants, like banks,
  key makers, jewelry shops, shoe repair shops, photo developers and optical centers.
  Megas contain a wide center aisle that, in connection with the location of most
  perishables and groceries at the rear of the store, is intended to draw customers
  into the store past special advertising displays, as well as past the clothing
  and general merchandise areas.
Megas generally range in size from 110,000 to
  140,000 square feet selling area, with an average of approximately 120,000 square
  feet. Megas employed 8,069 individuals at December 31, 2004.
In February 2003, we acquired Auchan’s operations
  in Mexico, consisting of five hypermarket stores located in the Central Region.
  We now operate these stores under the Mega format. The purchase price for this
  acquisition consists of six installment payments. We paid U.S.$15.0 million
  in 2003, we paid U.S.$20.0 million in 2004 and we paid U.S.$25 million
  in 2005. We are required to make additional payments of U.S.$20.0 million
  in each of 2006, 2007 and 2008. The stock of the Mexican corporations that hold
  the fixed assets of these stores are presently held in an escrow. The stock
  will not be released from this escrow, and we will not acquire title to the
  stock, until the purchase price is paid in full to the sellers. If we do not
  pay the purchase price in full when due, we will not obtain title to the stock
  and will have no rights to be repaid the amounts we previously paid to Auchan.
  In addition, there are certain restrictive covenants that limit the operations
  of the business until the purchase price is paid to the seller. See "Key
  Information—Risk Factors—Risk Factors Related to Our Business—Our Acquisition
  of Auchan is Dependent on Payment of the Purchase Price Due and Failure to Pay
  Will Result in Forfeiture of Auchan Properties and All Amounts Paid."
Supermarkets
Sumesa. At December 31, 2004, we had 19
  Sumesas in operation. Except for four Sumesas in Cuernavaca, all Sumesas are
  located in the Mexico City metropolitan area. Sumesas target upper-middle to
  upper income customers.
Sumesas are designed to serve their surrounding
  neighborhoods, which are typically densely populated. Sumesas are smaller in
  size than Comercial Mexicana stores and Bodegas. Developed as neighborhood stand-alone
  supermarkets, Sumesas emphasize sales of quality groceries and perishables and
  generally carry more than 8,000 products. Most Sumesas include pharmacies as
  well as bakeries and tortilla presses.
We intend to remodel all of the existing Sumesas
  to update their appearance and, to the extent that space at existing locations
  permits, to include specialty departments.
Sumesas generally range in size from approximately
  7,000 to 11,800 square feet of selling area, with an average of approximately
  8,600 square feet. Sumesa employed 908 individuals at December 31, 2004. We
  opened two of the Sumesas in Cuernavaca in 2004.
Membership Warehouse Stores
Costco Membership Warehouses. In June 1991,
  CCM and Costco formed a joint venture to develop the membership warehouse-style
  stores that are popular in the United States and Canada. The first Costco membership
  warehouse was opened in a suburb of Mexico City in February 1992. At December
  31, 2004, the Costco de Mexico Group joint venture was operating 25 Costco membership
  warehouses, six of which were located in the Mexico City metropolitan area,
  nine were located in the Central Region (including one in Guadalajara), five
  were located in the northwest region, one was located in the northeast region,
  three in the southeast region and one in the southwest region.
Costco membership warehouses are self-service
  warehouse clubs, which offer members low prices on volume purchases of a limited
  selection of branded and private label products in a wide range of merchandise
  categories designed to produce rapid inventory turnover and high sales volumes.
  This rapid inventory turnover, combined with the operating efficiencies achieved
  by direct volume purchasing from manufacturers and no-frills merchandise displays,
  enable the Costco de Mexico Group joint venture to operate profitably albeit
  at lower gross margins than traditional wholesalers, retailers or supermarkets.
  Costco membership warehouses carry a selection of approximately 3,500 local
  and imported items, together with general merchandise products, offering a limited
  selection in each product line and are generally located in easily accessible
  locations. All of the Costco membership warehouses offer bakeries and a selection
  of high quality meats and other perishables.
Although membership is available to the general
  public, typically only businesses and professionals purchase memberships due
  to the related costs. A primary membership, including two affiliate memberships,
  currently costs Ps.350.0 (approximately U.S.$31.16) per year and each additional
  affiliate membership costs Ps.100.0 (approximately U.S.$8.90) per year. Costco
  membership warehouses seek to meet the needs of business customers who might
  otherwise pay a premium for small purchases or who cannot otherwise obtain the
  full range of their product requirements from any single source. In addition,
  these business members often combine personal shopping with their business purchases.
  In 2004, 72% of our existing memberships were renewed for an additional year.
  Membership income in 2004 accounted for 1.6% of net sales.
Costco membership warehouses range in size from
  approximately 90,000 to 120,000 square feet of selling area, with an average
  of 100,000 square feet, and are designed with minimal amenities and decorations.
  Floor plans are designed for economical and efficient use of space and inventory
  control. Members push flatbed carts or large basket-style shopping carts through
  the warehouses, selecting products for their business or personal use, or for
  resale. Merchandise is generally offered in case, carton, or multiple-pack quantities
  or in single, jumbo-sized packages, and is displayed and stored in packing cartons
  on pallets and steel racks separated by extra-wide aisles. The standard no-frills
  facility design, direct manufacturer purchasing and rapid inventory turnover,
  combined with extensive cost controls and low mark-ups, result in substantial
  savings to the customer as compared to most other traditional sources of merchandise.
  Costco membership warehouses employed 7,075 individuals at December 31, 2004.
The joint venture is governed by a board of directors
  consisting of six members, three of whom are appointed by us (including the
  chairman of the board of the joint venture) and three of whom are appointed
  by Costco. The Costco de Mexico Group joint venture is managed, on a day-to-day
  basis, by officers appointed by Costco and approved by us pursuant to certain
  management agreements between us, Costco and the Costco de Mexico Group joint
  venture. The management agreements may be terminated by either Costco or the
  Costco de Mexico Group joint venture at any time, and any termination initiated
  by the joint venture must be approved by a majority (at least four directors
  consisting of two representatives of each of CCM and Costco) of its board of
  directors. The affirmative vote of a majority of the entire board of directors
  of the joint venture is required to approve certain significant decisions regarding
  the joint venture, including certain revisions to the joint venture business
  plan, obligations or acquisitions of real estate or certain other fixed assets
  not otherwise provided for in the business plan, the removal of any of the management
  personnel appointed by Costco and certain transfers of ownership interests in
  the joint venture. In addition, a unanimous vote of both members of a two-person
  executive committee consisting of the chief executive officers of Costco and
  us is required to approve certain obligations not otherwise provided for in
  the business plan and other significant decisions regarding the joint venture
  which are not specifically reserved for the board of directors.
The funding requirements of the joint venture
  are shared by Costco and us, as determined from time to time by the parties.
  We and Costco each contributed Ps.223.0 million in 2002, Ps.342.7 million in
  2003 and Ps.431.5 million in 2004 to the Costco de Mexico Group joint venture.
  In 2005, we and Costco each agreed to contribute U.S.$15.0 million to the
  Costco de Mexico Group joint venture. In the event that either party defaults
  on its obligations to provide its portion of the funding for the joint venture,
  the other party, at its option, may, among other things, exercise its right
  to buy out the defaulting party’s interest at fair market value. The joint venture
  agreement contains limitations on competition in the membership warehouse format
  by Costco and us. The joint venture has a duration of 99 years, ending 2090.
  However, the joint venture agreement may be terminated and the joint venture
  dissolved, (i) by mutual agreement of Costco and us, or (ii) upon a sale by
  either party of its entire interest in the joint venture by written agreement.
  We or Costco may purchase the other party’s interest in the joint venture at
  a price determined by reference to the fair market value of that interest in
  the event that the other party (i) fails to provide its portion of the financing
  to the joint venture, (ii) fails to provide or maintain a guarantee as required
  by the joint venture agreement, (iii) transfers its interest to an unaffiliated
  third party without the consent of the majority of the board of directors of
  the joint venture, (iv) is unable to resolve with the other party within a prescribed
  period a deadlock of the board of directors, (v) is in default of its obligations
  under the joint venture agreement, or (vi) is insolvent or bankrupt.
Marketing
We seek to attract customers to our stores by
  emphasizing customer service; offering a wide selection of private label goods;
  facilitating purchases by customers through our "captive" credit card
  issued by Banamex, which extends and assumes all of the credit and credit risk
  under these cards; vouchers for payment; and a lay-away system under which customers
  can purchase general merchandise by agreed-upon partial payments. Another marketing
  initiative includes promotions every Wednesday on fresh fruit and vegetables
  at Comercial Mexicana, Bodegas and Megas, which has helped make Wednesday one
  of the busiest days of the week in our stores. We intend to maintain advertising
  expenditures in 2005 substantially in line with the amount spent in 2004, which
  was 1.0% of our net sales.
We emphasize customer service by (i) offering
  the product and service mix that we believe customers find most appealing, (ii)
  maintaining clean, well-lit stores with attractive, modern decor, (iii) training
  employees to be courteous and helpful, (iv) changing the mix of products to
  include a variety of imported goods and (v) in recent years, by offering butcher’s
  shops, bakeries, pharmacies, tortilla presses and other specialty departments.
  Many stores have electric carts to enable elderly or disabled individuals to
  shop without assistance and shopping carts with infant seats to allow parents
  to shop with young children. The specialty departments, like the butcher’s shops
  and bakeries, offer products and individual service comparable to those offered
  in independent specialty stores. In addition, all stores with bar-code scanners
  have price verifiers located conveniently throughout the stores to allow customers
  to check the prices on goods. See "—Information Systems."
In recent years, we have begun to emphasize our
  own private label merchandise, including specialty products prepared by us,
  including baked goods, tortillas and prepared foods. We currently offer approximately
  450 private label products, principally groceries. As of December 31, 2004,
  we offered over 150 medicines under the "Farmacon" brand name. These
  medicines fully comply with the Ministry of Health Regulations. In addition,
  we offer private label men’s, women’s and children’s clothing, household, automotive
  and gardening products. Each of our private label brands reflects a special
  image and delivers high quality merchandise at prices lower than brand name
  products. Sales of private label products as percentage of total store sales
  were approximately 11.0% in 2002, 12.2% in 2003 and 11.4% in 2004. Our margins
  on private label products are similar to those on brand name products, although
  prices on private label products are lower to the consumer.
Our store sales are paid in either cash, through
  credit cards or with vouchers. We have a captive credit card under the name
  "Comercial Mexicana." Our captive credit card can be used only for
  purchases at our stores and restaurants, including Costco membership warehouses.
  The Comercial Mexicana credit cards are issued by Banamex, which extends and
  assumes all of the credit and credit risk under these cards. In addition, we
  offer our customers the option to acquire certain big-ticket items on credit
  through an instore program known as Credicomer. This program, offered with Banco
  BBVA-Bancomer S.A., or BBVA-Bancomer, does not require a down payment and may
  be paid over a period up to 12 months. BBVA-Bancomer extends the credit and
  assumes all of the credit risk. We receive an amount equal to the purchase price
  from BBVA-Bancomer by the end of the business day on which the merchandise is
  purchased. We also offer customers a layaway system under which customers can
  purchase general merchandise by paying through installments, without interest,
  with delivery of the merchandise to customers upon full payment of the purchase
  price. We believe that our relationships and discount arrangements with credit-issuing
  banks are among the best in the market. The vouchers are issued by us and by
  certain independent companies, and are generally accepted in all of our stores.
  Employers distribute vouchers to their employees as a tax-advantaged part of
  the employee’s compensation. The vouchers issued by us are sold at a discount
  to third-party employers and are, in effect, prepaid sales. The vouchers issued
  by independent companies are honored by us and then collected and presented
  (usually between one and seven days) to the issuing company for payment. Our
  "Thirteen Month Interest-Free" promotion offers customers 13 months
  of interest-free credit for certain large purchases when they use participating
  credit cards. The cost of the program is shared between us and the supplier.
As part of our marketing strategy, we promote
  our stores and the merchandising and services which they offer. Our advertising
  strategy and campaigns focus on communicating the image of our stores, particularly
  Comercial Mexicana stores, as being newer, cleaner stores, that offer superior
  customer service. In addition, we use advertising to publicize the merchandise
  carried in our stores. We use third-party advertising agencies to formulate
  and implement our advertising campaigns. The single largest advertising medium
  used by us is radio, but we also advertise on television and promotional flyers,
  as well as in our stores at the point of sale. We employ cooperative advertising
  with suppliers and suppliers participate in special programs with us, particularly
  in connection with new store openings. Each July, Comercial Mexicana and Mega
  stores run the "Julio Regalado" special promotion to increase sales
  for that month.
In February 2005, we launched a new advertising
  campaign focusing on the experience of shopping at Comercial Mexicana stores.
  This campaign is running concurrently with our continuing "Low Price"
  marketing strategy.
The Costco de Mexico Group joint venture does
  not generally use media advertising, except newspaper announcements of new Costco
  membership warehouse openings. When a new warehouse is opened, the Costco de
  Mexico Group joint venture’s marketing efforts include canvassing businesses
  in the area by marketing teams and direct mailings to potential members in the
  area.
Distribution
We opened a new distribution center in the Mexico
  City metropolitan area in August 2003. The distribution center has a storage
  capacity of 538,195 square feet. The distribution center allows us to negotiate
  better prices with suppliers, who can deliver their products in one centralized
  location rather than in several different locations. The Costco membership warehouses
  are not served by this distribution center. We distribute approximately 40%
  of all our products (excluding Costco membership warehouse products) from this
  distribution center.
We also currently operate a 377,000 square feet
  distribution center in the Mexico City metropolitan area for perishable items,
  which we plan to replace when we open a new distribution center. The site for
  this new distribution center has been acquired and we expect construction to
  start in 2006. We currently distribute from this existing center, and intend
  to distribute from the new distribution center, approximately 20% of all our
  products (excluding Costco membership warehouse products).
Our suppliers currently distribute 40% of all
  our products (excluding Costco membership warehouse products) directly to our
  stores.
The Costco de Mexico Group joint venture operates
  a 538,000 square feet distribution center in the Mexico City metropolitan area.
  In the Costco de Mexico Group joint venture, approximately 75% of all the merchandise
  is supplied from that distribution center.
Information Systems
We have placed special emphasis in recent years
  on the development of our management information system, particularly a unitary
  inventory control system that allows us to track sales flow and turnover of
  specific product lines or items. The unitary inventory control system has been
  installed in all Comercial Mexicanas, Bodegas, Sumesas and Megas. As a part
  of this system, these stores are linked through a common computer network that
  facilitates the flow of information through communications among the stores
  and to our management. This system provides us with information that enables
  us to (i) optimize inventory levels by identifying products with low sales volumes
  and by maintaining perpetual inventory booking, (ii) minimize shrinkage, (iii)
  reduce the frequency of out-of-stock products, (iv) allow our buyers to negotiate
  more effectively with suppliers and (v) otherwise improve operating efficiency.
  This system is currently being used with substantially all of the suppliers
  that supply our stores. Related projects have focused on introducing advanced
  computer technology to the stores particularly at the point of sale, and have
  included the installation of improved cash registers with bar-code scanner systems
  and electronic scales, state-of-the-art credit card and debit card approval
  systems to track sales and reduce the check-out time for customers, and, in
  the stores, state-of-the-art point of sale computers which provide the customers
  additional information regarding the items being purchased and the relevant
  promotions and savings, as well as equipping stores with portable scanners to
  expedite the process of checking shipments from suppliers and to aid in price
  audits and taking inventory. Costco membership warehouses are linked, and transmit
  similar information, by satellite to Costco in San Diego, California and Seattle,
  Washington. This linkage and transmission, in turn, provide us with information
  on the operations of Costco membership warehouses.
Capital expenditures for our information systems
  were Ps.16.9 million in 2002, Ps.67.5 million in 2003 and Ps.67.7 million
  in 2004.
New Initiatives
Lower Pricing Strategy.Historically, we
  based our pricing strategy cyclical promotions and discounts offered from time-to-time.
  This strategy proved successful in a market with high inflation rates. As prices
  changed often, consumers did not have the opportunity to compare prices among
  different retailers.
As the result of the decrease in inflation we
  have moved away from this strategy toward a strategy of offering consistently
  low prices, retaining only the most popular promotions, including the "Julio
  Regalado," in order to attract customer traffic. The lower pricing strategy
  was implemented in August 2002.
When we started with the "low prices"
  strategy in 2002, we experienced an initial 13.1% decrease in sales and decrease
  in number of customers and ticket amount per customer, but by 2003 the number
  of customers had increased by 6.0% and in 2004 the number of customers increased
  by 2.1%.
Voucher Program with the Government of Mexico
  City. In the fourth quarter of 2004 we obtained a voucher contract from
  the Government of Mexico City that ranges from an aggregate of approximately
  Ps.1,305.0 million to Ps.1,631.0 million not including the related
  discounts, and serves approximately 310,000 local government employees. The
  Government of Mexico City uses this voucher program as a form of compensation
  for its employees by providing them with these vouchers to purchase merchandise.
  This contract is awarded annually through a competitive bid process. Our bids
  were successful for contracts in each of 2002, 2003 and 2004. The size of the
  voucher contract was Ps.1,471 million in 2002, Ps.1,536 million in
  2003 and Ps.1,551 million in 2004. The discount to the selling price through
  the voucher contracts were 22.2% in 2002, 26.6% in 2003 and is 35.7% in 2004.
  We believe this contract is one of the factors that has contributed to the growth
  of our customer base. Our experience has been that voucher holders purchase
  additional full-price items at an average of 10% more than their voucher value.
  We recognize deferred revenue at the time of the issuance of the voucher. The
  revenue is recognized when the customer purchases merchandise using the vouchers.
  As of December 31, 2004, the recognized sales of the 2004 voucher program was
  Ps.565.0 million.
Acquisition of Auchan’s Mexican Operations.
  In February 2003, we acquired Auchan’s operations in Mexico, consisting of five
  hypermarket stores located in the Central Region. These five stores have an
  aggregate selling area of approximately 495,139 square feet. We now operate
  these stores under the Mega format. The purchase price for the acquisition of
  the corporations consists of six installment payments. We paid U.S.$15.0 million
  in 2003, we paid U.S.$20.0 million in 2004 and we paid U.S.$25 million
  in 2005. We are required to make additional payments of U.S.$20.0 million
  in each of 2006, 2007 and 2008. The stock of the Mexican corporations that hold
  the fixed assets of these stores are presently held in an escrow. The stock
  will not be released from this escrow, and we will not acquire title to the
  stock, until the purchase price is paid in full to the sellers. If we do not
  pay the purchase price in full when due, we will not obtain title to the stock
  and will have no rights to be repaid the amounts we previously paid to Auchan.
  In addition, there are certain restrictive covenants that limit the operations
  of the business until the purchase price is paid to the seller. See "Key
  Information—Risk Factors—Risk Factors Related to Our Business—Our Acquisition
  of the Mexican Operations of Auchan Is Dependent on Payment of the Purchase
  Price Due and Failure to Pay Will Result in Forfeiture of Auchan Properties
  and All Amounts Paid."
Sinergia.At the end of 2004, three of
  the main retail companies in México, Gigante, Soriana, and us formed
  Sinergia, a limited liability company created to improve the purchase procurement
  for the three companies. Through Sinergia, CCM, Gigante and Soriana negotiate
  as a group with some of the large common suppliers of our businesses and the
  businesses of Gigante and Soriana. Currently, a small portion of our total purchases
  are negotiated through Sinergia. By forming a negotiating group with two other
  large retailers, we benefit from increased purchasing power as a whole, and
  corresponding lower cost of goods. See "Key Information—Risk Factors—Risk
  Factors Related to Mexico—Mexican Antitrust Laws May Limit Our Ability to Expand
  Through Acquisitions or Joint Ventures."
Restaurants
At December 31, 2004, we had 58 Restaurantes California
  located in 18 cities in Mexico, 31 of which were located in the Mexico City
  metropolitan area. The average seating capacity is 220 seats per restaurant.
  Restaurantes California focuses on middle- to upper-income customers and tourists.
From 2001 to 2004, we opened 19 Restaurantes California.
  We intend to open five new Restaurantes California and remodel two additional
  restaurants during 2005. Our goal is to increase the number of Restaurantes
  California throughout Mexico.
Restaurantes California are family-style restaurants
  serving a wide variety of Mexican and continental cuisines for breakfast, lunch
  and dinner. These restaurants emphasize high quality, homemade-style food with
  fast service at low prices, with an average lunch costing less than Ps.85.00
  (approximately U.S.$7.61).
Meals at Restaurantes California are prepared
  fresh when ordered. To differentiate ourselves from our competitors, each Restaurante
  California also has a buffet and salad bar. We emphasize sales of buffet-style
  food, and in some stores "super buffets," which generally have higher
  gross margins. The buffet sales in relation to total restaurant sales were 57.0%
  in 2002, 56.7% in 2003 and 56.9% in 2004. Restaurantes California is competitive
  on the basis of their high-quality food and service, cleanliness, attractive
  architecture and decorations, hand-painted dishes, colorful menus and innovative
  promotions (like free buffets for children accompanied by adults and the "Birthdays
  Free" campaign).
Restaurantes California have traditionally been
  located in commercial areas near Comercial Mexicana stores, but are increasingly
  being operated on a stand-alone basis. In choosing the sites for Restaurantes
  California, our real estate professionals consider criteria similar to those
  used in selecting store sites. Suppliers deliver all products used in the operation
  of Restaurantes California directly to the restaurants. Restaurantes California
  generally does not use media advertising. At December 31, 2004, Restaurantes
  California had 3,050 employees.
Suppliers
We purchase the products frequently carried or
  used by our stores and restaurants from more than 2,500 suppliers. No single
  supplier or group of related suppliers accounts for more than 3.9% of the total
  products purchased by us. We believe that the sources and availability of materials
  for our retail store and restaurant operations are adequate and will continue
  to be so for the foreseeable future.
Certain of our suppliers prepare items for sale
  under our private label brand names. We expect that the source and availability
  of private label products will be adequate in the foreseeable future.
We have not experienced any difficulty in obtaining
  the types or quantities of the merchandise we require on a timely basis and
  believe that, if any of our current sources of supply were to become unavailable,
  alternative sources could be obtained without any material disruption to our
  business.
We maintain a centralized purchasing department
  that specializes in perishables, groceries, clothing and other merchandise through
  four principal groups. One group within the purchasing department is responsible
  for the stores in our Comercial Mexicana, Mega, Bodega and Sumesa formats. A
  second group is responsible for purchasing the products required by Restaurantes
  California. We also have two separate groups of buyers responsible for determining
  and purchasing the items carried in the Costco membership warehouses. One Costco
  de Mexico Group joint venture purchasing team is located in Mexico and is responsible
  for purchasing domestic products. The other Costco de Mexico Group joint venture
  purchasing team is located in San Diego, California, operating with the support
  of Costco and is responsible for purchasing products manufactured outside Mexico.
  The separate groups of buyers allow each group to focus on the needs of the
  target customers for the stores or restaurants serviced by that group of buyers.
  These purchasing groups coordinate with one another, sharing information on
  suppliers and the terms and conditions on products offered by suppliers. The
  buyers determine which products will be stocked in our stores and restaurants
  and are responsible for maintaining our relationships with our suppliers and
  negotiating the prices of all goods stocked in our stores and the products required
  by our restaurants. The centralized purchasing department orders approximately
  80% of the goods in our stores and has secured arrangements with suppliers for
  the remaining 20% of goods.
We believe that communication through our information
  systems have allowed us to negotiate more effectively with suppliers and that
  we conduct business with our suppliers on terms which are not less favorable
  than those generally available in the retail industry. Domestic suppliers are
  paid in Pesos on terms that vary with the product being purchased. Foreign suppliers
  are paid in foreign currencies, primarily U.S. Dollars.
At the end of 2004, three of the main retail companies
  in Mexico, Gigante, Soriana, and us formed Sinergia de Autoservicios, S. de
  R.L. de C.V., or Sinergia, a limited liability company created to improve the
  purchase procurement for the three companies. Through Sinergia, CCM, Gigante
  and Soriana negotiate as a group with some of the large common suppliers of
  our businesses and the businesses of Gigante and Soriana. Currently, approximately
  15% of our total purchases are negotiated through Sinergia. By forming a negotiating
  group with two other large retailers, we benefit from increased purchasing power
  as a whole, and corresponding lower cost of goods.
In 2002, 2003 and 2004 approximately 17.0% of
  our sales from stores consisted of products imported from outside of Mexico.
  In addition, we sell certain imported products, which we acquire from multinational
  corporations, distributors and wholesalers in Mexico, at prices denominated
  in Pesos.
Competition
The retail industry in Mexico is highly competitive
  and is characterized by high inventory turnover and small profit margins as
  a percentage of sales. Earnings primarily depend upon the maintenance of high
  per-store sales volumes, efficient product purchasing and distribution and cost-effective
  store operations. Advertising and promotional expenses that are necessary to
  maintain our competitive position in our major markets affect margins at our
  stores. Competition occurs principally on the basis of price and, to a lesser
  extent, location, selection of merchandise, quality of merchandise (in particular
  perishables), service, store conditions and promotions. The principal basis
  of our competition with our competitors has largely been based on offering the
  low prices, as customers shop where the lowest price is offered. We compete
  with numerous local companies, regional and national supermarket and self-service
  store chains, including Walmex, Soriana, Chedraui (which recently acquired 29
  Carrefour stores) and Gigante, as well as small family-owned neighborhood stores
  and street markets, in each region in which we do business. In addition, certain
  major U.S. and international retailers have established joint ventures with
  Mexican companies or have acquired the majority of shares to control businesses
  which compete with our stores (for example, Wal-Mart controls Walmex). Walmex
  currently has the highest market share in Mexico based on net sales. The Costco
  membership warehouses compete with Sam’s Club, a self-service warehouse owned
  by Walmex, and our hypermarkets and other stores face competition from Soriana,
  Chedraui and Gigante and other U.S. and international retailers. Additional
  U.S. and international retailers may enter the market in Mexico in the future
  either through joint ventures or directly. In addition, certain of our stores,
  which are located in the same shopping areas, compete with each other. We believe
  that our principal competitive factors for our stores are location, price, cleanliness,
  promotion, customer service and quality of merchandise. See "Key Information—Risk
  Factors—Risk Factors Related to Our Business—We Participate in a Very Competitive
  Market and Increased Competition May Adversely Affect Our Business."
In 2004, we were one of the largest retail companies
  in Mexico as measured by net sales. By the same measure, Walmex is the largest
  retail company in Mexico. We have a significant presence in the Mexico City
  metropolitan area and the Central Region, where approximately 75.6% of the selling
  area of our stores was located as of December 31, 2004.
The restaurant business in Mexico is also highly
  competitive. Restaurantes California compete with numerous regional and national
  fast-food restaurant chains, local restaurants and prepared food establishments
  and street markets. In addition, certain U.S. fast-food restaurant chains, including
  McDonalds, Burger King, Kentucky Fried Chicken, Dominos Pizza and Pizza Hut,
  have opened restaurants in Mexico. We believe that Restaurantes California compete
  on the basis of high-quality food, fast service, cleanliness, attractive architecture
  and decoration and innovative promotion.
Government Regulation
Aspects of the retail restaurant business, including
  our Restaurantes California operations, are subject to regulation directly or
  indirectly by various Mexican federal, state and local governmental agencies.
  The most significant of these agencies are the Secretaria de Economia,
  or the Ministry of Economy, and the Secretaria de Salud, or Ministry
  of Health, of Mexico.
The Ministry of Economy regulates the prices at
  which we can sell some medicines. The Ministry of Economy also verifies that
  all imported products have a label in Spanish specifying the products origin
  and ingredients and the company importing the product. Although there are no
  price controls currently in effect in Mexico, in the past the Mexican government
  has enacted price controls that cover products that we sell. There is no assurance
  that price controls may not be imposed by the Mexican government in the future.
The Ministry of Health establishes minimum standards
  for cleanliness of our stores and restaurants. We believe that we are in compliance
  in all material respects with the regulations of the Ministry of Economy and
  that our operations meet or exceed all requirements imposed by the Ministry
  of Health.
Our expansion plan depends upon obtaining the
  licenses, permits and zoning approvals necessary to build on and develop the
  sites for our stores and restaurants. We also maintain licenses, such as licenses
  to sell liquor, which are granted by governmental agencies and which we consider
  important to our business.
Our compliance with Mexican federal, state and
  local provisions that regulate the discharge of materials into the environment
  has not had and is not expected to have a material effect upon our capital expenditures,
  earnings or competitive position.
Trademarks
We own and use various trademarks in our business,
  the most important being "Comercial Mexicana," "Sumesa,"
  "Mega Comercial Mexicana," "Restaurantes California," and
  the pelican symbol identified with our stores. In addition, the Costco de Mexico
  Group joint venture has a license from Costco to use in Mexico the "Costco"
  service mark. We actively protect our intellectual property rights.
Organizational Structure

Following is a list of our significant subsidiaries, all of which
  are incorporated in Mexico:

 
Activity as of December 31, 2004
Percentage Ownership as of December 31, 2004(1)Subsidiary holding companies:
 
 Tiendas Comercial Mexicana, S.A. de C.V..
Operates a chain of 137 stores
100%Tiendas Sumesa, S.A. de C.V.
Operates a chain of 19 stores.
100%Restaurantes California, S.A. de C.V.
Operates a chain of 58 restaurants.
100%Costco de Mexico, S.A. de C.V.
Operates a chain of 25 membership warehouses.
50%Real estate subsidiaries
Operate as a real estate group.
100%Distribution companies.
Operate our distribution facilities.
100%Subsidiary service companies.
Operate as a services group.
100%______________
(1) Percentage ownership directly by CCM or by CCM and other
    subsidiaries of CCM.Our investment in the Costco de Mexico Group joint
  venture meets the joint control criteria discussed in International Accounting
  Standard No. 31. Accordingly, we report under the proportionate consolidation
  method.
Property, Plant and Equipment
Our properties primarily consist of different
  store formats, restaurants and distribution centers, most of which are located
  in the Mexico City metropolitan area. In addition, as of December 31, 2004,
  we had approximately 8.5 million square feet in land reserve. Our principal
  executive offices are located in the Mexico City metropolitan area.
We opened a new distribution center in the Mexico
  City metropolitan area in August 2003. The distribution center has a storage
  capacity of 538,195 square feet. The distribution center allows us to negotiate
  better prices with suppliers, who can place their products in one centralized
  location rather than in several different locations.
We also currently operate a 377,000 square feet
  distribution center in the Mexico City metropolitan area for perishable items,
  which we plan to replace when we open a new distribution center. The site for
  this new distribution center has been acquired and we expect construction to
  start in 2006.
The Costco de Mexico Group joint venture operates
  a 538,000 square feet distribution center in the Mexico City metropolitan area.
We own, develop and lease real estate to support
  our operations and expansion plans. We continuously study potential new locations
  and make decisions regarding new stores and restaurant locations based on, among
  other things, the location’s population, income demographics, traffic, public
  transportation, access to streets, zoning and other services and facilities.
  The Costco de Mexico Group joint venture uses similar criteria to select suitable
  real estate for its operations.
At December 31, 2004, we owned approximately 76.2%
  of the land on which our stores are located, and we own the land on which 39
  of the 58 Restaurantes California are located. Substantially all of the remaining
  land on which our stores and restaurants are located is leased from independent
  third parties. Leases have a 15 year term on average, with one or more options
  to extend or renew. Approximately 85% of our stores and restaurants that lease
  land (representing 27% of our total stores and restaurants) have leases which
  will expire between 2005 and 2010. The lease agreements for the stores and restaurants
  generally provide for rent payments calculated as a percentage of monthly net
  sales, ranging from 1.5% to 3.25% for stores and from 5% to 9% for restaurants,
  with a minimum guaranteed rental.
The following table sets forth our owned and rented
  retail space by total selling area, selling area as percentage of total area
  and number of our stores at December 31, 2004.

 
At December 31, 2004 
Total Selling Area (in sq. ft.)(1)
Percentage Total Selling Area
Number of StoresOwned properties
10,323,065
76.2 %
123Leased properties
3,228,276
23.8
58Total
13,551,341
100.0 %
181______________
(1) Assuming the five stores acquired from Auchan
  in 2003 are leased properties. Had these five stores been treated as owned,
  the total selling area for owned properties would have been 11,079,650 sq.ft.
  (81.8% of the total selling area) and the total selling area for leased properties
  would have been 2,471,691 sq.ft. (18.2% of the total selling area).
The following table sets forth our owned and leased
  retail space by store format, number of stores and total area at December 31,
  2004.

At December 31, 2004Store Format
Owned
Leased
Total
Total Selling AreaComercial Mexicana
42
24
66
4,380,778Bodega
21
11
32
1,881,465Mega(1)
31
8
39
4,267,316Sumesa
5
14
19
188,917Costco
24
1
25
2,832,865______________
(1) Assuming the five stores acquired from Auchan
  in 2003 are leased properties.
Our real estate subsidiaries have also engaged
  in the development of shopping centers in which Comercial Mexicana stores have
  participated as anchor tenants, with the remaining space being leased to third
  parties. Currently we have over 1,743 commercial tenants, with approximately
  1,400,000 square feet under lease, from which we receive income.
Capital expenditures reflect our strategy of growth
  through expansion and acquisition as well as our emphasis on self-development
  and ownership of real estate, and on improvements in logistics and technology.
  We believe that continued capital spending in technology, focusing on store
  operations, logistics, manufacturing procurement, category management, merchandising
  and buying practices, should reduce merchandising costs as a percent of sales.
  During 2005, we expect capital spending to be approximately Ps.2,688.0 million.
  We intend to use primarily cash flow from operations to finance capital expenditure
  requirements.
We have a land reserve of unimproved land for
  future development of approximately 8.5 million square feet in the Mexico
  City metropolitan area and in the Central Region, and other cities in Mexico,
  which management expects will be sufficient for substantially all of our expansion
  plans for 2005 and 2006 whether or not economic conditions in Mexico continue
  to improve. Because it is increasingly difficult to locate larger plots of land
  suitable for store sites within Mexico City, we are increasingly considering
  acquiring land outside of Mexico City, primarily in the suburbs of Mexico City
  and in the Central Region.
Insurance
We maintain all risk and first loss insurance
  policies (including insurance for losses resulting from hurricanes and earthquakes)
  and business interruption insurance with an insurance value up to Ps.28.8 billion
  (calculated on the basis of the maximum foreseeable loss) with a maximum per
  claim of Ps.1.8 billion (calculated on the basis of the maximum foreseeable
  loss) per location, and a limit up to Ps.8.1 billion per event. The fixed assets
  at each of our locations are covered on a replacement cost of market value basis.
  We also maintain a transit insurance policy that protects against loss for shipment
  up to Ps.88.5 million per shipment. We maintain comprehensive liability
  insurance policies with an insured limit of up to Ps.300.0 million per
  event per location.
Item 5.	Operating and Financial Review and Prospects
You should read the following discussion together
  with our audited year-end financial statements and the accompanying notes appearing
  elsewhere in this annual report.
This annual report contains forward-looking
  statements that reflect our plans, estimates and beliefs. Our actual results
  could differ materially from those discussed in the forward-looking statements.
  Factors that could cause or contribute to these differences include, but are
  not limited to, those discussed below and elsewhere in this annual report, particularly
  in "Key Information—Risk Factors." In addition to the other information
  in this annual report, investors should consider carefully the following discussion
  and the information set forth under "Key Information—Risk Factors"
  before evaluating us and our business. See "Key Information—Forward-Looking
  Statements."
Our financial statements have been prepared
  in accordance with Mexican GAAP, which differs in significant respects from
  U.S. GAAP. Note 17 to our financial statements provides a description of the
  principal differences between Mexican GAAP and U.S. GAAP as they relate to us,
  and a reconciliation to U.S. GAAP of net income and other items for the years
  ended December 31, 2002, 2003 and 2004 and stockholders’ equity as of December
  31, 2003 and 2004. Any reconciliation to U.S. GAAP may reveal significant differences
  between our stockholders’ equity, net income and other items as reported under
  Mexican GAAP and U.S. GAAP. See "Key Information—Risk Factors—Risk Factors
  Related to Mexico—Differences Between Mexican GAAP and U.S. GAAP May Have an
  Impact on the Presentation of Our Financial Information."
Overview
Our operations are conducted entirely in Mexico.
  Consequently, our historical financial results have been, and our financial
  results are expected to continue to be, materially affected by the general level
  of economic activity and growth of per capita disposable income in Mexico. This
  is particularly the case in the Mexico City metropolitan area and in the Central
  Region, where we derived approximately 79.3% of our net sales for the year ended
  December 31, 2004.
Historically, the results of Mexican retailers
  have been closely correlated with changes in Mexican GDP. Over the last five
  years, Mexican GDP has increased at an average annual rate of 2.0%, while Mexico
  has experienced low inflation rates and a stable macroeconomic environment.
  This growth and stability has resulted in an expansion in domestic consumption,
  which has benefited retail businesses. In recent years, however, as competition
  has increased, results of operations for retailers like us have also increasingly
  been affected by competition. Competitive pressures may decrease our sales,
  as consumers migrate to our competitor’s stores, and reduce our margins, as
  we reduce prices to maintain market share. See "Key Information—Risk Factors—Risk
  Factors Related to Our Business—We Participate in a Very Competitive Market
  and Increased Competition May Adversely Affect Our Business."
We maintain our financial records in Pesos. The
  Mexican Institute of Public Accountants has issued Bulletin B-10, "Recognition
  of the Effects of Inflation on Financial Information," and Bulletin B-12,
  "Statement of Changes in Financial Position." These bulletins outline
  the inflation accounting method that is mandatory for all companies reporting
  under Mexican GAAP. Under Bulletin B-10, all financial information is presented
  in constant Pesos (having the same purchasing power for each period indicated
  taking into account inflation) as of the date of the most recent balance sheet.
  The presentation of financial information in constant Pesos is intended to recognize
  certain effects of inflation on the financial statements and to permit comparisons
  between comparable periods in comparable monetary units. The result of this
  adjustment is that growth rates between periods are stated in "real"
  terms, eliminating the general effects of inflation. Except where otherwise
  indicated, financial data for all periods in the financial statements and throughout
  this annual report have been restated in constant Pesos with purchasing power
  as of December 31, 2004. See Note 3 to our financial statements.
Under Mexican GAAP, inventories are stated at
  cost using the retail method, which, because of our rapid inventory turnover,
  approximates replacement cost. The cost of sales is restated using methods that
  recognize the replacement cost of merchandise at the time of sale. Bulletin
  B-10 requires us to restate non-monetary assets at current replacement cost,
  to restate non-monetary liabilities using the NCPI and to restate the components
  of stockholders’ equity using the NCPI.
In accordance with Bulletin B-10, we are required
  to report, as a gain or loss on our net monetary position, the effects of inflation
  on our monetary assets and liabilities. This net amount reflects the gain or
  loss arising from holding net monetary liabilities or assets in an inflationary
  period because over time a monetary liability can be settled for units of less
  purchasing power whereas a monetary asset decreases in value in real terms.
  Our operations generate monetary assets (primarily in the form of cash and temporary
  investments and general accounts and notes receivables) while our trade and
  accounts payable and borrowings constitute monetary liabilities.
Under Bulletin A-8, "Supplementary Application
  of International Accounting Standards," Mexican companies are required
  to refer to International Accounting Standards, or IASs, for guidance in determining
  accounting requirements when an accounting principle has not been formally promulgated
  in Mexico. No accounting principle has been formally promulgated in Mexico regarding
  the accounting and reporting for interests in joint ventures. Accordingly, we
  follow the provisions of IAS 31, "Financial Reporting for Interests in
  Joint Ventures," which requires that companies report joint ventures using
  the "proportionate consolidation," or pro rata method. As a result,
  we consolidate on a pro rata basis 50% (equivalent to our interest in the joint
  venture) of the assets, liabilities, income and expenses of the Costco de Mexico
  Group joint venture. Under U.S. GAAP, we are not permitted to consolidate or
  use the proportionate method of accounting to report the balances and results
  of this joint venture. See Note 17 to our financial statements. Unless otherwise
  indicated, the discussion and financial data below reflects only 50% of those
  operations.
In February 2003, we acquired Auchan’s operations
  in Mexico, consisting of five hypermarket stores located in the Central Region.
  These five stores have an aggregate selling area of approximately 495,139 square
  feet. We currently operate these stores under the Mega format. The purchase
  price for the acquisition of the corporations consists of six installment payments.
  In 2003 we paid U.S.$15.0 million, in 2004 we paid U.S.$20.0 million
  and in 2005 we paid U.S.$25 million. We are required to make additional
  payments of U.S.$20.0 million in each of 2006, 2007 and 2008. The stock
  of the Mexican corporations that hold the fixed assets of these stores are presently
  held in an escrow. The stock will not be released from this escrow, and we will
  not acquire title to the stock, until the purchase price is paid in full to
  the sellers. If we do not pay the purchase price in full when due, we will not
  obtain title to the stock and will have no rights to be repaid the amounts we
  previously paid to Auchan. In addition, there are certain restrictive covenants
  that limit the operations of the business until the purchase price is paid to
  the seller. See "Key Information—Risk Factors—Risk Factors Related to Our
  Business—Our Acquisition of the Mexican Operations of Auchan Is Dependent on
  Payment of the Purchase Price Due and Failure to Pay Will Result in Forfeiture
  of Auchan Properties and All Amounts Paid."
As used herein, the term "same store sales"
  reflects the sales of our stores operating throughout the same months of both
  financial periods compared. If a store did not operate for a full month of either
  of the financial periods being compared, we exclude its sales for such month
  from both financial periods. For example, if a new store was opened on July
  1, 2003 and operated throughout the last six months of 2003, (1) our "same
  store sales" data would include the sales of that store for the last six
  months of 2003 and the last six months of 2004 and (2) we would account for
  the sales of the new store during the first six months of 2004 as sales from
  a newly opened store. Our calculations of same store sales data may differ from
  same store sales calculations of other retailers.
In computing sales per retail square foot for
  a period, we divide total store sales for the full period by the aggregate retail
  square footage at the end of such period. Accordingly, stores that are opened
  for less than the full period have the effect of decreasing store sales per
  retail square foot, and stores that are closed prior to the end of the full
  period have the opposite effect. Similarly, in computing average annual sales
  per store, we divide total store sales for the full period by the number of
  stores at the end of the period, and in computing sales per operating employee,
  we divide total stores sales for the full period by the number of operating
  employees at the end of the period.
As used herein, the term "operating employees"
  includes all employees at our stores and distribution centers, other than administrative
  employees and employees of our restaurants.
As used herein, the terms "retail square
  footage" or "selling space" mean the square footage of space
  in our stores from the cash registers (including accompanying displays) to the
  back of our stores (excluding any warehouse space).
Effects of Devaluation and Inflation
The following table sets forth, for the periods indicated:
· 	the percentage that
        the Mexican Peso devalued or appreciated against the U.S. Dollar;
      · 	the Mexican inflation
        rate;
      · 	the U.S. inflation
        rate;
      · 	the percentage that
        Mexican GDP changed as compared to the prior period; and
      · 	the percentage change
        in the Mexican retail sector as compared to the prior period. 
Year ended December 31, 
2002
2003
2004Devaluation (appreciation) of the Mexican Peso as compared to the U.S. Dollar (1)
13.50%
8.00%
(0.70%)Mexican inflation rate (2)
5.7
4
5.2U.S. inflation rate
2.4
1.9
3.3Increase in Mexican GDP (3)
0.9
1.3
4.4(Decrease) increase in the Mexican retail sector (4)
(3.6)
1.1
3.5______________
(1)	Based on changes in the Interbank Rates,
    as reported by Banamex, at the end of each period, which were as follows:
    Ps.10,395 per U.S. Dollar as of December 31, 2002, Ps.11.232 per U.S. Dollar
    as of December 31, 2003 and Ps.11.151 per U.S. Dollar as of December 31, 2004.
  (2)	Based on changes in the NCPI from the
    previous period, as reported by the Mexican Central Bank, which were as follows:
    102.9 in 2002, 106.9 in 2003 and 112.5 in 2004.
  (3)	As reported by the Instituto Nacional
    de Estadistica, Geografia e Informática, or INEGI, and, in the case
    of GDP information for 2002, 2003 and 2004, as estimated by INEGI.
  (4)	As reported by the Mexican National Association
    of Self-service and Department Stores, or ANTAD.The general condition of the Mexican economy,
  the devaluation of the Peso as compared to the U.S. Dollar, inflation and high
  interest rates have adversely affected, and may in the future adversely affect,
  our financial conditions and results of operations. Inflation also affects consumer
  demand, our ability to raise prices, supplier prices, employment rates, competitive
  factors and consumer purchasing power. In addition to the extent inflation exceeds
  our price increases, our prices and revenues will be adversely affected in "real"
  terms. See "Key Information—Risk Factors—Risk Factors Related to Mexico."
Seasonality
Our retail business reflects seasonal patterns
  of consumer spending and our total net sales and operating results vary from
  quarter to quarter. We have historically incurred a difference in percentage
  of our overall net sales in the third quarter in connection with the "Julio
  Regalado" promotion and in the fourth quarter in connection with the Christmas
  holiday season. Any significant reduction in the third or fourth quarter revenue
  could adversely affect our business, financial condition and results of operations.
Critical Accounting Policies
We prepare our consolidated financial statements
  in conformity with Mexican GAAP, which requires management to make certain estimates
  and subjective judgments or decisions. We base our estimates, judgments and
  decisions on historical experience, current trends and other factors that management
  believes to be important at the time the consolidated financial statements are
  prepared. On a regular basis, management reviews our accounting policies and
  how they are applied and disclosed in our consolidated financial statements.
  We continually evaluate the information used to make these estimates as our
  business and the economic environment change.
While we believe that the historical experience,
  current trends and other factors considered support the preparation of our consolidated
  financial statements in conformity with Mexican GAAP, actual results could differ
  from our estimates, and such differences could be material.
We believe that the following accounting policies
  include a higher degree of judgment and/or complexity and, thus, are considered
  to be critical accounting policies. Our management has discussed the development
  and selection of our critical accounting policies with the audit committee of
  our board of directors and the audit committee has reviewed our disclosures
  relating to them.
InventoriesInventories are valued under the retail inventory
  method, or RIM. Under RIM, the valuation of inventories at cost and the resulting
  gross margins are calculated by applying a calculated cost-to retail ratio to
  the retail value of inventories. RIM is an averaging method that is widely used
  in the retail industry due to its practicality. The use of RIM results in an
  inventory valuation at the lower of cost or market when markdowns deemed to
  be a permanent change in value are taken separately as a reduction of the retail
  value of inventories.
Inherent in the RIM calculation are certain significant
  management judgments and estimates including, among others, merchandise mark-ups
  and markdowns, which significantly impact the ending inventory valuation at
  cost as well as resulting gross margins. To reduce the potential for variances
  in the valuation of inventory, our RIM utilizes four different categories (Groceries,
  General Merchandise, Clothing and Perishables) divided into several sections
  or departments in which similar classes of merchandise inventories are valued
  under the same standards. Historically, we have rarely experienced significant
  variances in the valuation of inventory. However, future changes in circumstances
  and inappropriate management’s estimations could cause our inventory to be inappropriately
  valuated and as a consequence, the possible variances would have to be charged
  against the cost of sales.
In addition, we estimate shrinkage inventory that
  may be caused by employee theft, shoplifting, breakage, spoilage, possible errors
  in recordkeeping and unrecorded markdowns as a percentage of net sales. We periodically
  evaluate our provisions for shrinkage and adjust it based on historical amounts.
  Shrinkage can vary significantly between stores and merchandising departments
  and we may adjust the shrinkage estimates as circumstances change.
Revenue recognitionOur principle source of income is derived from
  sales to customers. Revenue from product sales is recognized at the point of
  sale, except for layaway transactions, which are recognized when the customer
  makes full payment and takes possession of the merchandise in question. Defective
  merchandise returned by customers is either returned to the supplier or is destroyed
  and reimbursement is sought from the supplier, which, in most cases, accepts
  our reimbursement claim.
Discounts provided to customers at the point of
  sale are recognized as a reduction in sales as the products are sold. We monitor
  our revenue recognition figures using a variety of tools. One of our most important
  tracking tools is the daily revenue reports received by the stores, which are
  reconciled with register reports and receipts. This information is gathered
  at the store level, then combined and reviewed in our central accounting department,
  in order to identify any possible distortion.
Property, equipment and leasehold improvementProperty, equipment and leasehold improvement
  are stated at cost, less accumulated depreciation, and actualized by applying
  factors derived from the NCPI to historical costs. Depreciation of buildings,
  equipment, and other depreciable assets is primarily determined using the straight-line
  method. Expenditures that substantially improve and/or increase the useful life
  of facilities or equipment are capitalized. Maintenance and repair costs are
  expensed as incurred. Gains and losses on retirements are included in income
  as they occur.
Property, equipment and leasehold improvement
  are evaluated for possible impairment on a specific asset basis or in groups
  of similar assets, as applicable, whenever events or changes in circumstances
  indicate that the carrying amount of an asset may not be recoverable. Recoverability
  of assets to be held and used is measured by a comparison of the carrying amount
  of an asset to estimate discounted future net cash flows to be generated by
  the asset or group of assets. If the carrying amount of an asset or group of
  assets exceeds its estimated future cash flows, an impairment loss is recognized
  for the amount by which the carrying amount of the asset exceeds the fair value
  of the asset. Assets to be disposed of are reported at the lower of the carrying
  amount or fair value less costs to sell, and depreciation ceases.
The key factors for property, equipment and leasehold
  improvement policy are the estimation of the useful lives of our various asset
  types, the election to primarily utilize the straight-line method for recording
  depreciation, management’s judgment regarding appropriate capitalization or
  expensing of costs related to fixed assets, and management’s determination regarding
  impairment of any asset or group of assets. The estimation of useful lives for
  fixed assets impacts the level of annual depreciation expense recorded. Utilization
  of the straight-line method for recording depreciation or any of the other acceptable
  methods for depreciating assets results in the same amount of depreciation over
  the life of an asset; however, the amount of annual depreciation expense and
  the resulting carrying amount of net property, equipment and leasehold improvement
  will vary significantly depending on the method elected. Our management believes
  that the straight-line method results in the most accurate recognition of periodic
  depreciation expense for all of our assets. Our management’s evaluation of whether
  an expenditure related to property, equipment and leasehold improvement substantially
  improves and/or increases the useful life of an asset and is appropriately capitalized
  as an addition to the asset’s cost basis or is expensed as normal maintenance
  and repair expense also can significantly affect results of operations for a
  given period as well as our financial position. Our management has also evaluated
  any asset or group of assets for which potential impairment might exist and
  has determined that there are none requiring an impairment write-down as of
  December 31, 2004. This process requires management’s estimate of future cash
  flows generated by each asset or group of assets. For any instance where this
  evaluation process might indicate an impairment exists, the appropriate asset’s
  carrying values would be written down to fair value and the amount of the write-down
  would be charged against the results of continuing operations.
Accounting for income taxes
In the preparation of our consolidated financial
  statements we are required to estimate our expected income taxes. This process
  involves an estimation of our actual current tax and an assessment of temporary
  differences resulting from differing treatment of items for tax and accounting
  purposes. These differences result in deferred assets and liabilities, which
  are included within our consolidated balance sheet. We must then assess the
  likelihood that our deferred assets will be recovered from future taxable income
  and to the extent we believe that recovery is not likely, we must establish
  a valuation allowance. To the extent we establish a valuation allowance or increase
  this allowance in a period, we must include a charge against the tax provision
  in the statement of operations.
Significant management judgment is required in
  determining our provision for income taxes, our deferred tax assets and liabilities
  and any valuation allowance recorded against our net deferred tax asset. The
  valuation allowance is based on our estimates of taxable income and the period
  over which our deferred tax asset will be recoverable. In the event that actual
  results differ from these estimates or we adjust these estimates in future periods
  we may need to establish an additional valuation allowance which could materially
  impact our financial position and results of operations.
Results of Operations
General
The following table sets forth consolidated income
  statement data for the years ended December 31, 2002, 2003 and 2004 as presented
  in our audited year end financial statements, expressed as a percentage of consolidated
  net sales.

 
Year Ended December 31, 
2002
2003
2004Net sales
100 %
100 %
100 %Cost of sales
(80.4)
(80.0)
(79.8)Gross profit
19.6
20.0
20.2Selling, general and administrative expenses:
 
 
 Selling
(14.5)
(13.8)
(13.6)Administrative
(2.2)
(2.2)
(1.9)Total selling, general and administrative expenses
(16.7)
(16.0)
(15.5)Operating income
2.9
4.0
4.7Integral result of financing:
 
 
 Interest expense
(0.7)
(0.9)
(0.8)Gain (loss) from forward agreements
0.2
-
0.2Interest income
0.1
0.1
0.2Loss from repurchase of notes
-
(0.1)
-Foreign exchange loss, net
(0.7)
(0.3)
-Gain from monetary position
1.0
0.7
0.8Total integral results of financing
(0.2)
(0.5)
0.4Other income (expense), net
-
0.2
(0.1)Provisions for income taxes and employee statutory profit sharing
(0.2)
(0.7)
(0.5)Income before minority interest
2.5
3.0
4.6Minority interest
-
-
-Net income
2.5 %
3.0 %
4.6 %______________
Segment DisclosuresOur business is operated in three segments: (1)
  the CM Group, which comprises our core business and includes the Comercial Mexicana
  and Bodega supermarkets and Mega hypermarkets, (2) the Costco de Mexico Group,
  which consists of our 50% interest in the joint venture with Costco and (3)
  the Other Group, which includes our Sumesa stores and Restaurantes California.
  Operating decisions are made separately for the Costco de Mexico Group. Under
  Mexican GAAP, segment disclosure must be made in respect of net sales, depreciation
  and amortization, net income and certain balance sheet items. Information about
  our segments is provided below.

As of and for the year ended December 31, 2004
CM Group
Costco de Mexico Group(1)
Other Group
Total 
(Thousands of constant Pesos as of December 31, 2004)Net sales
Ps. 28,474,745
Ps. 7,566,457
Ps. 1,548,172
Ps. 37,589,374Cost of sales
22,485,601
6,552,931
942,899
29,981,431Gross profit
5,989,144
1,013,526
605,273
7,607,943Selling, general and administrative expenses
4,588,256
722,476
527,733
5,838,465Operating income
1,400,888
291,050
77,540
1,769,478Integral results of financing
(149,722)
(22,964)
(3,365)
(176,051)Income taxes(2)
167,115
22,470
11,449
201,034Net income
1,389,144
284,039
44,417
1,717,600Property, equipment and leasehold improvements
Ps. 15,677,993
Ps. 2,829,404
Ps. 639,501
Ps. 19,146,898Liabilities
6,146,333
933,694
121,069
7,201,096Capital expenditures
1,512,136
440,362
83,244
2,035,742

As of and for the year ended December 31, 2003
CM Group
Costco de Mexico Group(1)
Other Group
Total 
(Thousands of constant Pesos as of December 31, 2004)Net sales
Ps. 28,414,771
Ps. 6,952,051
Ps. 1,411,654
Ps. 36,778,476Cost of sales
22,486,862
6,076,359
852,147
29,415,368Gross profit
5,927,909
875,692
559,507
7,363,108Selling, general and administrative expenses
4,738,840
654,719
491,217
5,884,776Operating income
1,189,069
220,973
68,290
1,478,332Integral results of financing
239,654
-38,794
-4,662
196,198Income taxes(2)
202,763
32,783
17,515
253,061Net income
804,074
236,041
45,916
1,086,031Property, equipment and leasehold improvements
Ps. 14,730,849
Ps. 2,502,275
Ps. 596,723
Ps. 17,829,847Liabilities
5,432,238
954,181
86,119
6,472,538Capital expenditures
1,215,097
342,760
57,893
1,615,750

As of and for the year ended December 31, 2002
CM Group
Costco de Mexico Group(1)
Other Group
Total(Thousands of constant Pesos as of December 31, 2004)Net sales
Ps. 27,224,790
Ps. 6,489,786
Ps. 1,340,861
Ps. 35,055,437Cost of sales
21,683,169
5,686,212
809,779
28,179,160Gross profit
5,541,621
803,574
531,082
6,876,277Selling, general and administrative expenses
4,776,863
616,342
477,154
5,870,359Operating income
764,758
187,232
53,928
1,005,918Integral results of financing
124,114
(52,744)
(6,745)
64,624Income taxes(2)
4,433
77,953
(6,231)
76,155Net income
637,726
166,374
58,596
862,696Property, equipment and leasehold improvements
Ps. 14,348,363
Ps. 2,359,670
Ps. 562,148
Ps. 17,270,181Liabilities
5,214,123
847,983
116,721
6,178,827Capital expenditures
511,869
223,145
76,940
811,954(1)	Reflects only 50% of the operations of
    the Costco de Mexico Group joint venture since we consolidate our 50% investment
    in the joint venture under the proportionate consolidation method of accounting.
  (2)	Amounts include current and deferred
    income tax, asset tax and employee’s profit sharing.For an understanding of the significant factors
  that influenced our performance during the past three fiscal years, the following
  discussion should be read in conjunction with our audited year end consolidated
  financial statements and the related notes appearing elsewhere in this annual
  report. We intend for this discussion to provide you with information that will
  assist you in understanding our financial statements, the changes in certain
  key items in those financial statements from year to year, the primary factors
  that accounted for those changes, as well as how certain accounting principles
  affect our financial statements. The discussion also provides information about
  the financial results of the various segments of our business so that you may
  better understand how those segments and their results affect the financial
  condition and results of operations of our company as a whole.
Comparison of fiscal years ended December 31, 2004 and December
  31, 2003
OverviewWe had 181 stores and 58 restaurants at the end
  of 2004 and 175 stores and 59 restaurants at the end of 2003. In 2004, we opened
  four Megas, two Costco membership warehouses, two Sumesas and two Restaurantes
  California. During 2004, we closed one Bodega, one Mega and three Restaurantes
  California. In 2003, we opened six Megas, two new Costco membership warehouses
  and four Restaurantes California. During 2003, we closed one Comercial Mexicana
  and two Bodegas. Retail sales area increased 3.9% to 13,551,320 square feet
  at the end of 2004 from 13,037,452 square feet at the end of 2003, after having
  increased 7.8% from 12,097,806 square feet at the end of 2002.
Net SalesOur consolidated net sales increased 2.2% to Ps.37,589.4 million
  for 2004 from Ps.36,778.5 million for 2003, primarily due to an increase
  in net sales in the Costco de Mexico Group. Consolidated same store sales decreased
  0.1% in 2004 as compared to 2003. Of our consolidated net sales for 2004, 75.8%
  were attributable to the operations of the CM Group, 20.1% were attributable
  to the operations of the Costco de Mexico Group and 4.1% were attributable to
  the operations of the Other Group.
CM Group
Net sales for the CM Group increased 0.2% to Ps.28,474.7 million
  in 2004 from Ps.28,414.7 million in 2003. This increase reflected Ps.476.8 million
  in additional sales from a full year of operations for six Megas that opened
  in 2003 and Ps.268.9 million in sales derived from the four Megas opened
  in 2004. This increase was offset by the closure of one Mega and one Bodega
  in 2004 which contributed an additional Ps.453.9 million in sales in 2003
  as compared to 2004, a decrease of Ps.201.3 million in same store sales,
  a decrease of Ps.23.2 million in the sales of six Comercial Mexicanas and
  one Mega that were being remodeled during 2004, and a decrease of Ps.7.4 million
  in other income in 2004 as compared to 2003. Same store sales decreased 0.7%
  for 2004 compared to 2003 primarily as a result of the adverse impact on customer
  traffic resulting from a public works project on a major highway in front of
  our highest revenue producing Mega.
Net sales per retail square foot for the CM Group
  decreased 1.8% to Ps.2,704.3 per retail square foot in 2004 from Ps.2,752.8
  per retail square foot in 2003 as a result of the opening of stores in 2004
  which had the effect of adding new floor space without contributing to a full
  year of sales. Net sales per operating employee increased 4.4% to Ps.1,398.6
  thousand in 2004 from Ps.1,339.4 thousand per operating employee in 2003 primarily
  as a result of a reduction in employees at the store level due to improvements
  in our distribution process, which was partially offset by new personnel hired
  in conjunction with the opening of new stores.
Net sales for the CM Group also include other
  income which consists of rental income from commercial properties leased to
  third parties in shopping centers where one of our stores is an anchor tenant.
  Other income was Ps.57.9 million in 2004 and Ps.65.3 million in 2003.
  Other income as a percentage of net sales for the CM Group was 0.2% in both
  years.
Costco de Mexico Group
Net sales for the Costco de Mexico Group increased
  8.8% to Ps.7,566.5 million in 2004 from Ps.6,952.1 million in 2003.
  This increase was primarily due to Ps.344.7 million in additional sales
  from a full year of operations for the two Costco membership warehouses that
  opened in 2003, Ps.167.3 million in sales derived from two new Costco membership
  warehouses opened in 2004, a Ps.93.0 million increase in same store sales
  and an increase of Ps.9.4 million in revenue from membership fees. Same
  store sales increased 1.4% in 2004 compared to 2003 as a result of the maturing
  of stores opened during the pervious year.
Net sales per retail square foot for the Costco
  de Mexico Group (based on 100% of Costco de Mexico Group’s net sales) decreased
  1.9% to Ps.5,341.9 per retail square foot in 2004 from Ps.5,447.4 in 2003, primarily
  as a result of Costco membership warehouses opening at the end of 2004, which
  had the effect of adding floor space without contributing to a full year of
  sales. Net sales per operating employee (based on 100% of the Costco de Mexico
  Group’s net sales and all of its operating employees) increased 0.6% to Ps.2,138.9
  thousand per operating employee in 2004 from Ps.2,126.0 thousand in 2003 primarily
  due to the increase in net sales which exceeded the increase in employees.
Other Group
Net sales for the Other Group increased 9.7% to
  Ps.1,548.2 million in 2004 from Ps.1,411.6 million in 2003. Of this
  increase, Ps.55.0 million was generated by the two Sumesas and two Restaurantes
  California opened in 2004. Same store sales for the Sumesa format increased
  7.0% for 2004 as compared to 2003.
Cost of SalesOur cost of sales are primarily composed of cost
  of goods sold and costs associated with our distribution centers. Our consolidated
  cost of sales increased 2.0% to Ps.29,981.4 million in 2004 from Ps.29,415.4 million
  in 2003, while our consolidated cost of sales as a percentage of net sales decreased
  to 79.7% in 2004 from 80.0% in 2003. The increase in consolidated cost of sales
  primarily reflected increased costs in the Costco de Mexico Group attributable
  to the increase in the Costco de Mexico Group’s net sales in 2004. Of our consolidated
  cost of sales for 2004, 75.0% was attributable to the operations of the CM Group,
  21.9% was attributable to the operations of the Costco de Mexico Group and 3.1%
  was attributable to the operations of the Other Group.
CM Group
Cost of sales for the CM Group decreased slightly
  to Ps.22,485.6 million in 2004 as compared to Ps.22,486.9 million
  in 2003, reflecting increased efficiency in our supply chain through our new
  distribution center, improved price negotiations with suppliers, and reductions
  in inventory shrinkage.
Costco de Mexico Group
Cost of sales for the Costco de Mexico Group increased
  7.8% to Ps.6,553.0 million in 2004 from Ps.6,076.4 million in 2003,
  primarily as a result of the increase in net sales which was offset in part
  by more favorable pricing terms negotiated with suppliers.
Other Group
Cost of sales for the Other Group increased 10.6%
  to Ps.942.9 million in 2004 from Ps.852.1 million in 2003.
Gross ProfitAs a result of the factors discussed above, our
  gross profit increased 3.3% to Ps.7,607.9 million in 2004 from Ps.7,363.1 million
  in 2003. Our gross profit as a percentage of net sales increased to 20.3% in
  2004 from 20.0% in 2003. Of our gross profit for 2004, 78.7% was attributable
  to the operations of the CM Group, 13.3% was attributable to the operations
  of the Costco de Mexico Group and 8.0% was attributable to the operations of
  the Other Group.
CM Group
Gross profit for the CM Group increased 1.0% to
  Ps.5,989.1 million in 2004 from Ps.5,927.9 million in 2003, primarily
  as a result of a greater increase in net sales relative to cost of sales. Gross
  profit for the CM Group as percentage of net sales for the CM Group increased
  to 21.0% in 2004 from 20.9% in 2003.
Costco de Mexico Group
Gross profit for the Costco de Mexico Group increased
  15.7% to Ps. 1,013.5 million in 2004 from Ps.875.7 million in 2003,
  primarily as a result of a greater increase in net sales relative to cost of
  sales. Gross profit for the Costco de Mexico Group as percentage of net sales
  for the Costco de Mexico Group increased to 13.4% in 2004 from 12.6% in 2003.
Other Group
Gross profit for the Other Group increased 8.2%
  to Ps.605.3 million in 2004 from Ps.559.5 million in 2003.
Selling, General and Administrative ExpensesOur selling, general and administrative expenses
  are composed of selling expenses, administrative expenses and depreciation and
  amortization. Our consolidated selling, general and administrative expenses
  decreased 0.8% to Ps.5,838.5 million in 2004 from Ps.5,884.8 million
  in 2003, primarily as a result of decreases in selling, general and administrative
  expenses in the CM Group offset in part by increases in these expenses in the
  Costco de Mexico Group. Of our selling, general and administrative expenses
  for 2004, 78.6% was attributable to the operations of the CM Group, 12.4% was
  attributable to the operations of the Costco de Mexico Group and 9.0% was attributable
  to the operations of the Other Group.
CM Group
Selling, general and administrative expenses for
  the CM Group decreased 3.2% to Ps.4,588.2 million in 2004 from Ps.4,738.8 million
  in 2003, reflecting our continued efforts to reduce expenses through improved
  cost controls. In particular, we reduced our marketing expenses by using fewer
  newspaper inserts and more fliers and by better targeting our television advertising.
  We also reduced our labor costs as we centralized supply operations in our distribution
  centers, thereby reducing the total number of employees required in the supply
  process.
Costco de Mexico Group
Selling, general and administrative expenses for
  the Costco de Mexico Group increased 10.4% to Ps.722.5 million in 2004
  from Ps.654.7 million in 2003 primarily as a result of new personnel at
  the two Costco membership warehouses opened in 2004.
Other Group
Selling, general and administrative expenses for
  the Other Group increased 7.4% to Ps.527.7 million in 2004 from Ps.491.2 million
  in 2003.
Operating IncomeAs a result of the factors described above, our
  consolidated operating income increased 19.7% to Ps.1,769.5 million in
  2004 from Ps.1,478.3 million in 2003. On a consolidated basis, our operating
  income as a percentage of net sales increased to 4.7% in 2004 from 4.0% in 2003.
CM Group
Operating income for the CM Group increased 17.8%
  to Ps.1,400.9 million in 2004 from Ps.1,189.1 million in 2003. Operating
  income for the CM Group as a percentage of net sales for the CM Group increased
  to 4.9% in 2004 from 4.2% in 2003.
Costco de Mexico Group
Operating income for the Costco de Mexico Group
  increased to Ps.291.1 million in 2004 from Ps.221.0 million in 2003. Operating
  income for the Costco de Mexico Group as a percentage of net sales for the Costco
  de Mexico Group increased to 3.8% in 2004 from 3.2% in 2003.
Other Group
Operating income for the Other Group increased
  to Ps.77.5 million in 2004 from Ps.68.3 million in 2003. Operating income for
  the Other Group as a percentage of net sales for the Other Group increased to
  5.0% in 2004 from 4.8% in 2003.
Integral Result of Financing
Our integral result of financing primarily includes:
· 	interest
        paid on borrowed funds, interest paid in connection with credit card promotions,
        and bank fees in connection with cash management, as well as gains or
        losses on derivative agreements;
      · 	interest
        earned on cash and temporary investments;
      · 	foreign
        exchange gains or losses associated with liabilities denominated in foreign
        currencies; and
      · 	losses
        resulting from holding monetary assets exposed to inflation, net of gains
        resulting from having monetary liabilities exposed to inflation.The computation of monetary gains or losses is
  made on a monthly basis using the average balance of such assets and liabilities
  and applying the NCPI.
Integral results of financing improved to contribute
  Ps.176.0 million to income in 2004 as compared to an expense of Ps.196.2 million
  in 2003, reflecting improvements in all components of this line item.
Interest expense decreased by 47.7% to Ps.202.4
  million in 2004 as compared to Ps.387.1 million in 2003. In both periods, interest
  expense included interest on the U.S.$100 million principal amount of our senior
  secured notes due 2010, Ps.611 million (equivalent to U.S.$54.8 million) principal
  amount of our UDI-denominated Notes due 2010 and Ps.400 million of borrowings
  under our credit facility. Interest expense also included a Ps.477.0 thousand
  loss from derivative agreements in 2003 and a Ps.87.9 million gain from derivative
  agreements in 2004. See "—Liquidity and Capital Resources." Interest
  expense decreased primarily as a result of the lack of short term debt in 2004
  as compared to 2003 when we had outstanding short term debt for most of the
  period consisting of bank loans and lines of credit. The weighted average effective
  interest rate on our debt was 6.7% for 2004 and 2003 (in each case excluding
  additional amounts currently payable in respect of certain Mexican withholding
  taxes).
Interest income includes our income from interest-bearing
  temporary investments. Interest income increased 69.7% to Ps.76.2 million in
  2004 as compared to Ps.44.9 million in 2003, primarily as a result of more cash
  available for investment and higher interest rates we earned on our investments
  in 2004 as compared to 2003.
Foreign exchange loss decreased to Ps.6.8 million
  in 2004 from Ps.104.9 million in 2003 primarily as a result of the 8.0% devaluation
  of the Peso in 2003 compared to the 0.7% appreciation of the Peso in 2004.
The gain from monetary position increased from
  Ps.250.9 million in 2003 to Ps.309.0 million in 2004 primarily as a result of
  higher inflation, which was 5.2% in 2004 compared to 4.0% in 2003.
Income Taxes and Employee Profit SharingThe statutory rate of Mexican corporate income
  tax was 33.0% in 2004 and 34.0% in 2003. The Mexican corporate income tax rate
  is scheduled to decrease to 30.0% in 2005 and 29.0% in 2006.
Our effective tax rate was 8% in 2004 and 16%
  in 2003. The decrease in the effective tax rate was mainly due to changes to
  the Mexican Tax Law approved on November 13, 2004, whereby the income tax rate
  decreased from 34% in 2003 to 30%, 29% and 28%, in 2005, 2006 and 2007, respectively.
  The effect of these tax rate reductions resulted in a decrease in the deferred
  income tax liability by Ps.206,348 in 2004.
On January 1, 2005, the Mexican Tax Law was amended
  to require us to expense the cost of our inventory at the time we sell it rather
  than at the time we purchase it. The liability for deferred income tax we built
  up by reason of the timing difference between the time we expensed our inventory
  costs for tax purposes (at the time of purchase) and the time we expense it
  for accounting purposes (at the time of sale to customers) will offset the effect
  of the actual income tax we pay for accounting purposes. For tax purposes, a
  transitional rule has been adopted that permits us to deduct inventory at the
  time of sale even though prior to 2005 we had deducted the same inventory at
  the time it was purchased. We will be required to recognize as taxable income
  the benefit we receive from the transition rule over the next six to seven years.
  See note 15 to the financial statements.
Net IncomeAs a result of the foregoing, consolidated net
  income increased 58.2% from Ps.1,086.0 million in 2003 to Ps.1,717.6 million
  in 2004. Net income as a percentage of net sales was 4.6% for 2004 as compared
  to 3.0% for 2003.
Comparison of fiscal years ended December 31,
  2003 and December 31, 2002
OverviewWe had 175 stores and 59 restaurants at the end
  of 2003 compared to 170 stores and 55 restaurants at the end of 2002. In 2003,
  we opened six Megas, two Costco membership warehouses and four Restaurantes
  California. During 2003, we closed one Comercial Mexicana and two Bodegas. In
  2002, we opened one Mega, one Bodega, one Costco membership warehouse and five
  Restaurantes California. During 2002, we closed two Comercial Mexicanas, one
  Sumesa and two Bodegas. Retail sales area increased 8.0% to 13,037,452 square
  feet at the end of 2003 from 12,097,806 square feet at the end of 2002, after
  having increased 0.8% from 11,997,960 square feet at the end of 2001.
Net SalesOur consolidated net sales increased 4.9% to Ps.36,778.5
  million for 2003 from Ps.35,055.4 million for 2002, primarily as a result of
  increases in net sales from the opening of new stores and restaurants in our
  various segments. Consolidated same store sales increased 0.3% for 2003 as compared
  to 2002. Of our consolidated net sales for 2003, 77.3% were attributable to
  the operations of the CM Group, 18.9% were attributable to the operations of
  the Costco de Mexico Group and 3.8% were attributable to the operations of the
  Other Group.
CM Group
Net sales for the CM Group increased 4.4% to Ps.28,414.8
  million in 2003 from Ps.27,224.8 million in 2002. This increase was primarily
  due to Ps.1,500.7 million in sales derived from six Megas opened in 2003 and
  Ps.185.6 million in additional sales from a full year of operations for one
  Bodega and one Mega that opened in 2002. This increase was offset by the closure
  of one Bodega in 2003 that contributed an additional Ps.302.0 million in sales
  in 2002 compared to 2003, a decrease of Ps.108.2 million in same store sales,
  a decrease of Ps.65.5 million in sales from the remodeling of six Comercial
  Mexicanas and one Mega in 2003, and a decrease of Ps.20.6 million in other income
  in 2003 as compared to 2002. Same store sales decreased 0.4% to Ps.26,657.8
  million for 2003 from Ps.26,765.9 million for 2002 as a result of a decrease
  in the average customer ticket offset in part by an increase in the number of
  customers.
Net sales per retail square foot for the CM Group
  decreased 2.4% to Ps.2,752.8 per retail square foot in 2003 from Ps.2,819.8
  per retail square foot in 2002 primarily as a result of the opening of stores
  in 2003 which had the effect of adding new floor space without contributing
  to a full year of sales. Net sales per operating employee increased 4.4% to
  Ps.1,339.4 thousand in 2003 from Ps.1,282.5 thousand per operating employee
  in 2002 primarily as a result of a reduction in employees at the distribution
  level, which was partially offset by new personnel hired in conjunction with
  the opening of new stores.
Other income was Ps.65.3 million in 2003 and Ps.85.9
  million in 2002. Other income as a percentage of net sales for the CM Group
  was 0.2% in 2003 and 0.2% in 2002.
Costco de Mexico Group
Net sales for the Costco de Mexico Group increased
  7.0% to Ps.6,952.0 million in 2003 from Ps.6,489.7 million in 2002. This increase
  was primarily due to Ps.299.2 million in sales derived from two new Costco membership
  warehouses opened in 2003 and one Costco membership warehouse opened in December
  2002, a Ps.154.4 million increase in same store sales and an increase of Ps.8.7
  million in revenue from membership fees. Same store sales increased 2.4% for
  2003 as compared to 2002 as a result of the maturing of stores opened during
  the previous year.
Net sales per square foot for the Costco de Mexico
  Group (based on 100% of Costco de Mexico Group’s net sales) decreased 3.7% to
  Ps.5,447 per square foot in 2003 from Ps.5,659 in 2002 primarily as a result
  of Costco membership warehouses opening at the end of 2003 which had the effect
  of adding floor space without contributing to a full year of sales. Net sales
  per operating employee (based on 100% of the Costco de Mexico Group’s net sales
  and all of its operating employees) decreased 2.3% to Ps.2,126.0 thousand per
  operating employee in 2003 from Ps.2,175.9 thousand in 2002 primarily as a result
  of the increase in net sales which exceeded the increase in employees.
Other GroupNet sales for the Other Group increased 5.3% to
  Ps.1,411.6 million 2003 from Ps.1,341.0 million in 2002. Of this increase, Ps.14.7
  million was generated by the opening of four Restaurantes California during
  the year. Same store sales for the Sumesa format increased 6.0% for 2003 as
  compared to 2002.
Cost of SalesOur consolidated cost of sales increased 4.4%
  to Ps.29,415.4 million in 2003 from Ps.28,179.2 million in 2002, while our cost
  of sales as a percentage of net sales decreased to 80.0% in 2003 from 80.4%
  in 2002. This increase primarily reflected the increase in the consolidated
  net sales in 2003. Of our consolidated cost of sales for 2003, 76.4% were attributable
  to the operations of the CM Group, 20.7% were attributable to the operations
  of the Costco de Mexico Group and 2.9% were attributable to the operations of
  the Other Group.
CM GroupCost of sales for the CM Group increased to 3.7%
  to Ps.22,486.9 million in 2003 from Ps.21,683.2 million in 2002 primarily as
  a result of the increase in net sales which was offset in part by improved price
  negotiations with suppliers.
Costco de Mexico GroupCost of sales for the Costco de Mexico Group increased
  7.0% to Ps.6,076.4 million in 2003 from Ps.5,686.2 million in 2002 primarily
  as a result of the increase in net sales which was offset in part by improved
  price negotiations with suppliers.
Other GroupCost of sales for the Other Group increased 5.2%
  to Ps.852.1 million in 2003 from Ps.809.8 million in 2002.
Gross ProfitAs a result of the factors discussed above, our
  gross profit increased 7.1% to Ps.7,363.1 million in 2003 from Ps.6,876.3 million
  in 2002. Our gross profit as a percentage of net sales increased to 20.0% in
  2003 from 19.6% in 2002. Of our gross profit for 2003, 80.5% was attributable
  to the operations of the CM Group, 11.9% was attributable to the operations
  of the Costco de Mexico Group and 7.6% was attributable to the operations of
  the Other Group.
CM GroupGross profit for the CM Group increased 7.0% to
  Ps.5,927.9 million in 2003 from Ps.5,541.6 million in 2002, primarily as a result
  of a greater increase in net sales relative to cost of sales. Gross profit as
  a percentage of net sales for the CM Group increased to 20.9% in 2003 from 20.4%
  in 2002.
Costco de Mexico GroupGross profit for the Costco de Mexico Group increased
  9.0% to Ps.875.7 million in 2003 from Ps.803.6 million in 2002 primarily as
  a result of a greater increase in net sales relative to cost of sales. Gross
  profit as a percentage of net sales for the Costco de Mexico Group increased
  to 12.6% in 2003 from 12.4% in 2002.
Other GroupGross profit for the Other Group increased 5.3%
  to Ps.559.5 million in 2003 from Ps.531.1 million in 2002. Gross profit as a
  percentage of net sales for the Other Group was 39.6% in both years.
Selling, General and Administrative ExpensesOur consolidated selling, general and administrative
  expenses increased 0.2% to Ps.5,884.8 million in 2003 from Ps.5,870.4 million
  in 2002, primarily as a result of an increase in utility expenses and bank fees
  offset in part by a reduction in salaries and marketing expenses. Of our operating
  expenses for 2003, 80.5% was attributable to the operations of the CM Group,
  11.1% was attributable to the operations of the Costco de Mexico Group and 8.4%
  was attributable to the operations of the Other Group.
CM GroupSelling, general and administrative expenses for
  the CM Group decreased 0.8% to Ps.4,738.8 million in 2003 from Ps.4,776.8 million
  in 2002, primarily as a result of increased expenses in the CM Group due to
  an increase in utility expenses and bank fees offset in part by a reduction
  in salaries and marketing expenses.
Costco de Mexico GroupSelling, general and administrative expenses for
  the Costco de Mexico Group increased 6.2% to Ps.654.7 million in 2003 from Ps.616.3
  million in 2002, primarily as a result of new personnel at the two Costco membership
  warehouses opened in 2003.
Other GroupSelling, general and administrative expenses for
  the Other Group increased 2.9% to Ps.491.2 million in 2003 from Ps.477.1 million
  in 2002.
Operating IncomeAs a result of the factors described above, our
  consolidated operating income increased 47.0% to Ps.1,478.3 million in 2003
  from Ps.1,005.9 million in 2002. On a consolidated basis, our operating income
  as a percentage of net sales increased to 4.0% in 2003 from 2.9% in 2002.
CM GroupOperating income for the CM Group increased 55.5%
  to Ps.1,189.0 million in 2003 from Ps.764.8 million in 2002. Operating income
  for the CM Group as a percentage of net sales increased to 4.2% in 2003 from
  2.8% in 2002.
Costco de Mexico GroupOperating income for the Costco de Mexico Group
  increased 18.0% to Ps.221.0 million in 2003 from Ps.187.2 million in 2002. Operating
  income for the Costco de Mexico Group as a percentage of net sales increased
  to 3.2% in 2003 from 2.9% in 2002.
Other GroupOperating income for the Other Group increased
  26.6% to Ps.68.3 million in 2003 from Ps.53.9 million in 2002. Operating income
  for the Other Group as a percentage of net sales increased to 4.8% in 2003 from
  4.0% in 2002.
Integral Result of FinancingIntegral results of financing cost increased to
  Ps.196.2 million in 2003 from Ps.64.6 million in 2002, primarily as a result
  of higher interest expense and a lower gain on monetary position in 2003.
Interest expense increased by 48.1% to Ps.387.0
  million in 2003 as compared to Ps.261.3 million in 2002. During 2003 we restructured
  our indebtedness by repaying our U.S.$84.8 million aggregate principal amount
  of 9.375% senior notes due 2005, extending the maturity on our bank credit facility
  and issuing U.S.$100.0 million aggregate principal amount of senior unsecured
  notes due 2010 (consisting of U.S.$98.0 million aggregate principal amount of
  Series A Notes at a fixed interest rate of 6.10% and U.S.$2.0 million aggregate
  principal amount of Series B Notes at a fixed interest rate of 6.70%). Interest
  expense included a Ps.54.2 million gain from derivative agreements in 2002 and
  a Ps.477.0 thousand loss from derivative agreements in 2003. Interest expense
  increased primarily as a result of the call premium paid by us in connection
  with repaying our 9.375% senior notes due 2005. The weighted average effective
  interest rate on our debt was 6.7% for 2003 as compared to 7.4% for 2002 (in
  each case excluding additional amounts currently payable in respect of certain
  Mexican withholding taxes).
Interest income decreased 4.9% to Ps.44.9 million
  in 2003 as compared to Ps.47.2 million in 2002, primarily as a result of a reduction
  in interest rates.
Foreign exchange loss decreased to Ps.104.9 million
  in 2003 from Ps.238.9 million in 2002 primarily as a result of 13.5% devaluation
  of the Peso in 2002 compared to the 8.0% devaluation of the Peso in 2003.
The gain from monetary position decreased from
  Ps.334.2 million in 2002 to Ps.250.9 million in 2003 as a result of lower inflation,
  which was 4.0% in 2003 compared to 5.7% in 2002.
Income Taxes and Employee Profit SharingThe statutory rate of Mexican corporate income
  tax was 34% in 2003 and 35% in 2002. The income tax rate was scheduled to decrease
  to 34% in 2003 and 33% in 2004.
Our effective tax rate was 16% in 2003 and 2%
  in 2002. The increase in the effective tax rate was mainly due to a change in
  the statutory income tax rate. Tax loss carryforwards primarily arose from the
  timing difference between the tax and accounting treatment of inventory. See
  note 15 to the financial statements.
Net IncomeAs a result of the foregoing, consolidated net
  income increased 25.9% from Ps.862.7 million in 2002 to Ps.1,086.0 million in
  2003. Net income as a percentage of net sales was 3.0% for 2003 as compared
  to 2.5% for 2002.
Liquidity and Capital Resources
Liquidity. Our principal sources
  of liquidity have historically been provided by cash generated from operations
  and short-term working capital borrowings. In addition, to fund our growth,
  we have raised funds in the debt and equity capital markets, including the following
  financings:
a public offering of equity securities in Mexico in April
      1991 for net proceeds of approximately Ps.82.9 million;
    an issuance in the Eurobond market in April 1993 for net
      proceeds of approximately U.S.$127.4 million;
    a global offering in Mexico, the United States and elsewhere
      outside of Mexico in the third quarter of 1996 with the listing of 2.6 million
      global depositary shares representing 52.0 million BC Units on the New York
      Stock Exchange and 21.5 million BC Units on the Mexican Stock Exchange and
      net proceeds of approximately U.S.$67.8 million which was used to repay
      part of our then outstanding bank indebtedness;
    a private offering in the United States of Series B Notes
      in April 1998 for net proceeds of approximately U.S.$127.6 million;
    an offering in December 2000 of 8.00% UDI-denominated Notes
      due 2010; anda private placement in the United States in June 2003 of
      U.S.$100.0 million of senior unsecured notes due 2010.At December 31, 2004, our total outstanding indebtedness
  of Ps.2,126.3 million consisted of:
U.S.$100.0 million of Senior Unsecured Notes due 2010;
    Ps.611.2 million (equivalent to approximately U.S.$54.8 million)
      aggregate principal amount of UDI-denominated Notes due 2010; and
    Ps.400.0 million of borrowings under a bank credit facility
      bearing monthly interest of TIIE, the Mexican intrabank rate, plus 65 basis
      points.From time to time, we may incur additional indebtedness
  to finance our operations and growth. We will determine the type of currency,
  the maturity and the specific characteristics of any future borrowings based
  on available terms including interest and exchange rates, as well as general
  economic conditions. Also, from time to time we enter into derivative contracts
  designed to hedge against currency and interest rate fluctuations. See "—Quantitative
  and Qualitative Disclosure About Market Risk."
Our management of trade payables and inventory
  is also an important source of our liquidity. The excess of the average length
  of days for payment of trade payables over the average number of days of inventory
  was 4.3 days for 2002, 11.8 days for 2003, 10.2 days for 2004, 12.7 days for
  the first quarter of 2004 and 9.6 days for the first quarter of 2005.
At December 31, 2004, we had an aggregate of over
  Ps.7,359.5 million of credit available through uncommitted lines of credit with
  seven Mexican and foreign banking institutions under which we may borrow in
  Pesos or, at our option, in U.S. dollars (converted to Pesos at the exchange
  rate in effect at the time of the borrowing). Since none of these facilities
  is committed, borrowings thereunder are subject to the lender’s direction and
  may be terminated at any time. The terms and conditions of these lines of credit
  are determined at the time when they are utilized. We intend to renew our bank
  lines of credit on a annual basis. The bank credit lines do not contain any
  financial covenants.
We also have registered with the Mexican National
  Banking and Securities Commission a short-term debenture program in the amount
  of Ps.1,000.0 million, the proceeds of which are expected to be used for working
  capital requirements. At December 31, 2004, there were no outstanding debentures
  under this program.
Resources provided by operating activities were
  Ps.1,133.8 million in 2003 compared to Ps.2,199.3 million in 2004. Inventories
  increased 25.5% from Ps.4,366.3 million at December 31, 2003 to Ps.5,478.9 million
  at December 31, 2004, due in part to tax planning related to the change in the
  timing of the deductibility of inventory for tax purposes. The average number
  of days inventory was 54.3 days for 2003 as compared to 53.4 days for 2004.
  The average length of days payable for our trade payable was 66.1 days for 2003
  and 63.6 days for 2004. This change reflects reduced payment terms with suppliers
  which we negotiated in return for better pricing terms.
Resources provided by operating activities were
  Ps.382.7 million in 2002 compared to Ps.1,133.8 million in 2003. Inventories
  increased 2.3% from Ps.4,267.3 million at December 31, 2002 to Ps.4,366.3 million
  at December 31, 2003. The average number of days inventory was 51.5 days for
  2002 as compared to 54.3 days for 2003. The average length of days payable for
  our trade payable was 55.8 days for 2002 and 66.1 days for 2003. This change
  reflects increased payment terms with suppliers.
We expect to pay approximately U.S.$35.0 million
  per year over the next seven years in additional taxes as a result of a change
  in Mexican tax law, effective January 1, 2005, requiring retailers to expense
  for tax purposes purchases of inventory. See Note 15 to the financial statements.
Indebtedness. In December 2000,
  we issued 8.00% UDI-denominated Notes due 2010. The UDI-denominated Notes have
  certain covenants that limit the ability of CCM and its subsidiaries to:
incur additional indebtedness;
    create liens;
    merge or sell assets; and
    pay dividends.These covenants are subject to certain exceptions
  and qualifications.
In June 2003, we issued U.S.$100.0 million of
  Senior Unsecured Notes due 2010 consisting of: (1) U.S.$98.0 million aggregate
  principal amount of Series A notes at a fixed interest rate of 6.10% payable
  semi-annually with annual amortization in equal amounts from the third year,
  and (2) U.S.$2.0 million aggregate principal amount of Series B notes at a fixed
  interest rate of 6.70% payable semi-annually with principal due at maturity.
  The Senior Unsecured Notes are guaranteed by Tiendas Comercial Mexicana and
  certain of our other subsidiaries. The Senior Unsecured Notes have certain covenants
  that, among other things, limit the ability of CCM and its subsidiaries to:
make certain restricted payments;
    consolidate or merge with any other companies or sell substantially
      all of their assets;
    incur liens upon our property or assets; and
    guarantee indebtedness.These covenants are subject to certain exceptions
  and qualifications.
In June 2003, we registered with the Mexican National
  Banking and Securities Commission a short-term debenture program in the amount
  of Ps.1,000.0 million, the proceeds of which are expected to be used for working
  capital requirements. Interest on the debentures is payable in advance upon
  issuance or payable at maturity. At December 31, 2004, there were no outstanding
  debentures under this program.
In September 2003, we entered into an agreement
  with Banamex for a credit facility of up to Ps.400.0 million to fund our working
  capital requirements. Loans outstanding under the credit facility bear interest
  at TIIE plus 65 basis points, payable monthly. The principal amount of the loans
  outstanding under the credit facility is payable in five equal payments made
  semi-annually beginning September 9, 2006. The credit agreement requires that
  we maintain a consolidated leverage ratio, an interest coverage ratio and a
  minimum net worth ratio. The credit agreement also contains covenants that,
  among other things, restrict our ability to incur debt, engage in mergers, sell
  assets, incur liens, pay dividends or other restricted payments, provide guarantees
  and enter into affiliated transactions. These covenants are subject to specified
  exceptions. As of December 31, 2004, we had Ps.400.0 million of outstanding
  borrowings under the credit facility.
On June 1, 2005, we issued in a private placement
  U.S.$200 million aggregate principal amount of 6.625% Senior Notes due 2015.
  We used or are using the net proceeds from this offering to fund:
our tender for any or all of our Ps.611.2 million or approximately
      U.S.$54.8 million as of December 31, 2004 (Ps.614.9 million or approximately
      U.S.$55.1 million as of March 31, 2005), aggregate principal amount of 8.00%
      UDI-denominated Notes due 2010. At the expiration of the tender offer period,
      we had received tenders from the holders of approximately Ps.523.2 million
      or approximately U.S.$46.9 million as of December 31, 2004 (approximately
      Ps.526.4 million or approximately U.S.$47.1 million as of March 31, 2005)
      in aggregate principal amount of the outstanding 8.00% UDI-denominated Notes
      due 2010, representing approximately 85.6% of the outstanding principal
      amount of the UDI-denominated Notes;
    the redemption of our U.S.$100.0 million aggregate principal
      amount of Senior Unsecured Notes due 2010, including a "make-whole"
      payment equal to approximately U.S.$5.2 million assuming those notes had
      been redeemed on May 24, 2005. On June 2, 2005, we delivered an irrevocable
      notice of redemption to the holders of these Senior Unsecured Notes due
      2010. As specified in the notice delivered to each holder, we will prepay
      all of the U.S.$100 million aggregate principal amount of outstanding Senior
      Unsecured Notes due 2010 on July 8, 2005, or such later date to be determined
      by the Company. The final payment for these notes will include a make-whole
      payment equal to approximately U.S.$5.2 million assuming these notes had
      been redeemed on May 24, 2005; and
    the prepayment of Ps.400.0 million, or approximately U.S.
      $35.8 million as of March 31, 2005, of outstanding borrowings under our
      bank credit facility.Cash Policy. Consistent with other
  retailers, we seek to maintain a lower average number of days of inventory as
  compared to average length of days for our trade payable.
Credit card payments represented 28.8% of net
  sales in 2003 and 29.0% of net sales in 2004; voucher payments increased from
  13.5% of net sales in 2003 to 17.4% of net sales in 2004 and cash payments represented
  approximately 57.7% of net sales in 2003 and 53.6% of net sales in 2004.
We hold our cash and cash equivalent assets in
  both Pesos and U.S. Dollars. We manage all cash, including that from our subsidiaries
  (other than the Costco de Mexico Group joint venture) at the holding company
  level. By doing so, we distribute cash to our subsidiaries in order that they
  are able to meet their commitments with suppliers and others.
In each year, substantially all of our available
  cash flows are dedicated to capital expenditures with the exception of dividends
  paid to stockholders. We paid aggregate dividends of Ps.131.8 million in 2002,
  Ps.124.7 million in 2003, Ps.125.2 million in 2004 and Ps.133.6 million in 2005.
Based on current operating results, we believe
  that cash flow from operations and other sources of liquidity, including borrowings
  under our short term debenture program and credit facility, will be adequate
  to meet anticipated requirements for working capital, capital expenditures,
  interest payments and scheduled principal payments for the foreseeable future.
Capital Expenditures. The following table
  sets forth our capital expenditures for each of the three years ended December
  31, 2002, 2003, 2004 and the budgeted capital expenditures for the year ended
  December 31, 2005:

 
Year ended December 31,(1) 
2002
2003
2004
2005 (2) 
(Millions of constant Pesos as of December 31, 2004, except for 2005 amounts, which are in nominal Pesos)Real estate (3)
Ps. 345.2
Ps.    605.7
Ps. 1,292.7
Ps. 974.0Store fixtures (4)
449.8
942.6
675.3
1,604.0Information systems
16.9
67.5
67.7
110.0Total
Ps. 811.9
Ps. 1,615.8
Ps. 2,035.7
Ps. 2,688.0______________
(1)	Capital expenditures include Ps.223.0
    in 2002, Ps.342.7 in 2003 and Ps.431.5 in 2004 contributed by us to the Costco
    de Mexico Group joint venture.
  (2)	Represents budgeted amounts for the year
    ending December 31, 2005.
  (3)	Not including our acquisition of Auchan’s
    operations.
  (4)	Represents new units, store fixtures,
    remodeling and other equipment expenditures.Capital expenditures of Ps.2,035.7 million in
  2004 were funded with cash from operations. Our plans for 2005 could change
  depending on the economic situation in Mexico, our financial results and our
  ability to generate sufficient cash flow to fund such expenditures.
We expect to open 21 units as follows: two Comercial
  Mexicana stores, four Bodegas, seven Megas, two Costco membership warehouses,
  one Sumesa and five Restaurantes California. We intend to continue remodeling
  units.
We currently plan to finance all of remaining
  2005 capital expenditures primarily with cash flow from operations. Although
  we believe that sufficient financing will be available to us, we cannot assure
  you that we will have sufficient cash flow from operations to make all of our
  planned capital expenditures when scheduled or, if necessary, that we will be
  able to obtain, or what the terms may be of, any bank or other financing. We
  are also responsible for financing 50% of new Costco membership warehouses.
Off-Balance Sheet Arrangements
As of December 31, 2004, we have one off-balance
  sheet arrangement. In February 2003, we acquired Auchan’s operations in Mexico,
  consisting of five hypermarket stores located in the Central Region. These five
  stores have an aggregate selling area of approximately 495,139 square feet.
  We now operate these stores under the Mega format. The purchase price for the
  acquisition of the corporations consists of six installment payments. We paid
  U.S.$15.0 million in 2003, we paid U.S.$20.0 million in 2004 and we paid U.S.$25.0
  million in 2005. We are required to make additional payments of U.S.$20.0 million
  in each of 2006, 2007 and 2008. The stock of the Mexican corporations that hold
  the fixed assets of these stores are presently held in an escrow. The stock
  will not be released from this escrow, and we will not acquire title to the
  stock, until the purchase price is paid in full to the sellers. If we do not
  pay the purchase price in full when due, we will not obtain title to the stock
  and will have no rights to be repaid the amounts we previously paid to Auchan.
  In addition, there are certain restrictive covenants that limit the operations
  of the business until the purchase price is paid to the seller. See "Key
  Information—Risk Factors—Risk Factors Related to Our Business—Our Acquisition
  of the Mexican Operations of Auchan is Dependent on Payment of the Purchase
  Price Due and Failure to Pay Will Result in Forfeiture of Auchan Properties
  and All Amounts Paid."
Contractual Obligations and Other Commitments.
  The following table presents the contractual obligations and other commitments
  for which cash flows are fixed or determinable as of December 31, 2004:

 
Total
Less than One Year
One to Three Years
Three to Five Years
More than Five Years 
(Millions of constant Pesos as of December 31, 2004)Long-term debt
Ps. 2,126.2
Ps.        -
Ps. 1,177.9
Ps.   948.3
Ps.        -Interest on long-term debt
593.9
153.7
350.9
89.3
-Auchan purchase obligation
947.8
278.8
446.0
223.0
-Operating lease obligations
1,837.1
233.9
701.7
467.8
433.7Total
Ps. 5,505.0
Ps. 666.4
Ps. 2,676.5
Ps. 1,728.4
Ps. 433.7
New Accounting Pronouncements under Mexican GAAP
Statement B-7, "Business Acquisitions",
  went into effect on January 1, 2005. It establishes, among other things, the
  purchase method as the only method of accounting for the acquisition of a business
  and changes to the accounting treatment of goodwill. It eliminated the amortization
  of goodwill as from the date on which that statement went into effect and instead
  subjects it to annual impairment tests. The statement also provides specific
  rules for the acquisition of minority interests and the transfer of assets or
  the exchange of shares between entities under common control. The adoption of
  this statement will result in a one-time credit to income of Ps.236.0 million
  due to the reversal of the negative goodwill arising from our acquisition of
  the operations of Auchan in 2003.
The amendments to Statement C-2, "Financial
  Instruments," went into effect on January 1, 2005. It requires that the
  effects of valuing investments available for sale be recorded in stockholders
  equity and not in the income statement for the year, and includes rules for
  determining the effects of impairment of financial instruments. We are currently
  evaluating the effect that this statement will have in our financial statements.
Statement C-10 "Derivative Financial Instruments
  and Coverage Operations," went into effect in January 2005. Aside from
  providing recording, valuation and disclosure criteria applicable to all derivative
  financial instruments, that statement requires that the effectiveness of cash-flow
  hedges and of the net investment in subsidiaries located abroad be evaluated
  and that the effective portion of the gains or losses on hedging instruments
  be recorded in comprehensive income. We are currently evaluating the effect
  that this statement will have in our financial statements.
The amendments to Statement D-3, "Labor Obligations,"
  went into effect on January 1, 2005. These amendments provide additional valuation
  and the disclosure rules for recognizing severance payments for reasons other
  than restructuring. We are currently evaluating the effect that this statement
  will have in our financial statements.
Item 6.	Directors, Senior Management and Employees
Directors
Our bylaws provide that the Board of Directors
  will consist of between five and 20 directors as elected by CCM’s shareholders
  at the annual shareholders’ meeting for an indefinite term. The Board currently
  consists of 12 directors. At the present time three are independent. The Board
  is responsible for the management of our business.
Each Board member was elected on April 7, 2005
  at our annual shareholders’ meeting, and is elected for a one-year term. The
  names and positions of the current members of the Board, their dates of birth,
  and information on their principal business activities outside CCM are as follows:

Name and Date of Birth
Principal Occupation
Other Directorships and Business Experience
First ElectedGuillermo González Nova(7/2/33)
Chairman of the Board
Vice Chairman of the Board and Member of the Executive Committee of CCM
1957Jaime González Nova(11/13/30)
Vice Chairman of the Board
 
 Carlos González Zabalegui(7/13/51)
Vice Chairman of the Board and Chief Executive Officer
Executive Vice-President, General Director of CCM, Member of the Executive Committee of CCM, and Director of Desc, S.A. de C.V.
1985Elena M. González Guerra de Guichard(4/7/54)
Director
 
1990Pablo J. González Guerra(1/24/51)
Director
Director of Inmobilaria Nova, S.A. de C.V., Director of Operadora Vista Hermosa, S.A. de C.V.
1984Francisco Martínez de la Vega(12/21/56)
Chief Financial and Administrative Officer
Member of the Executive Committee, Treasury Director of CCM and Director of Prestaciones Universales S.A. de C.V.
1990Angel Portilla González(9/25/43)
General Director of Sumesa
Member of the Executive Committee of CCM
1990Javier Cantú Charles(12/13/40)
Corporate Planning and Development Director
Former General Director of Sorimex, Member of the Executive Committee of CCM
1992Santiago García García(11/26/53)
General Director of Comercial Mexicana
Chief Operating Officer of Palacio de Hierro, Member of the Executive Committee of CCM
2002Fermín Sobero San Martín(2/18/38)
Director
Independent Consultant
2002José Ignacio Llano Gutiérrez(6/21/50)
Director
Partner and General Director of Logyx Almacenadora, S.A. de C.V.
2005Raúl J. Alvarado Herroz(10/10/45)
Director
Partner of AD Consulting
2005Each Member of the Board has an alternate. The
  alternates are: Gustavo González Fernández, Luis Felipe González
  Solana, Jaime González Solana, Luis José Guichard González,
  Antonino B. González Guerra, Luis Felipe González Zabalegui, Alejandro
  González Zabalegui, Ignacio Parada Díaz, Miguel Garatea Lerga,
  Juan Blanco Fortes, José Luis Rico Maciel and Humberto Meléndez
  Martínez. Our independent directors are Fermín Sobero San Martín,
  Jose Ignacio Llano Gutiérrez and Raúl Alvarado Herroz.
Carlos González Nova is the Honorary Chairman
  of the Board. As the Honorary Chairman of the Board, he does not have the right
  to vote. José Luis Rico Maciel is the Secretary to the Board of Directors
  and Rodolfo García Gómez de Parada is the Secretary Pro Term to
  the Board of Directors.
Carlos González Nova, Jaime González
  Nova and Guillermo González Nova are brothers. Carlos González
  Zabalegui is the son of Carlos González Nova and the nephew of Jaime
  González Nova and Guillermo González Nova, Elena M. González
  Guerra and Pablo J. González Guerra are the niece and nephew, respectively,
  of Carlos González Nova, Jaime González Nova and Guillermo González
  Nova.
Pursuant to the Mexican Securities Market Law,
  at least 25% of the members of the Board of Directors must qualify as Independent
  Directors. The Mexican Securities Market Law provides that the following persons,
  among others, do not qualify as independent:
· 	employees
        or managers of the issuer;
      · 	controlling
        shareholders of the issuer; and
      · 	important
        clients, suppliers, debtors or creditors of the issuer or their employees
        or officers.Our bylaws also provide that a specific alternate
  director may be appointed for each director. In the event of a tied vote, the
  Chairman of the Board of Directors has a casting vote. The Board of Directors
  is required to meet at least on a quarterly basis. The Chairman, the Secretary,
  25% of the Board Members or any statutory auditor may call for a Board meeting.
  The Board of Directors must approve all transactions that are to be entered
  into between us and any of our shareholders, our managers or other related individuals
  that deviate from our ordinary course of business after the Board of Directors
  has received the favorable opinion of our audit committee. Likewise, the Board
  of Directors must approve any purchase or sale that represents 10% or more of
  our assets, the grant by us of guarantees exceeding 30% of our assets and any
  other transactions representing more than 1% of our assets, in addition to any
  other shareholder approvals required by our bylaws or otherwise. Related party
  transactions require the approval of our audit committee and, if requested by
  our audit committee, the opinion of a third party appraiser.
In addition, our bylaws, as amended pursuant to
  the Mexican Securities Market Law, provide that each holder or group of holders
  representing at least 10% of a series of shares has the right to appoint one
  director and its corresponding alternate director. Ten percent holders of limited
  voting stock are also entitled to nominate a director and its corresponding
  alternate director.
Executive Officers
The names and positions of our current executive
  officers, their dates of birth, and information concerning their prior business
  experience are as follows:

Name and Date of Birth
Current Position
Business Experience
First AppointedCarlos González Zabalegui(7/13/51)
Chief Executive Officer
Chief Executive Officer,General Director
1978Santiago García García(11/26/53)
General Director of Comercial Mexicana
Chief Operating Officer of Palacio de Hierro, Purchasing and Marketing Director of CCM
2002Javier Cantú Charles(12/13/40)
Real Estate Developer Director
General Director of Comercial Mexicana; General Director of Sorimex
2002Luis Felipe González Solana(12/5/58
General Director of Restaurantes California
General Director of Restaurantes California
1986Jaime González Solana(2/26/57)
General Director of the Costco de Mexico Group joint venture
General Director of the Costco de Mexico Group joint venture
1991Joaquin Solis Rivera(10/25/39)
Corporate Legal Affairs Director
Corporate Legal Affairs Director
2004Francisco Martínez de la Vega(12/21/56)
Chief Financial and Administrative Officer
Chief Financial and Administrative Officer
1990Angel Portilla González(9/25/43)
General Director of Sumesa and Development Director
Corporate Planning and Development Director
1984Rodolfo García Gómez de Parada(5/9/53)
Corporate Lawyer, Tax Legal Matters Director
Corporate Tax Matters Director of CCM
1990
Statutory Auditors
Our statutory auditors are Rogerio Casas Alatriste
  Hernandez and Manuel García Braña. Under our bylaws, the holders
  of a majority of the outstanding B Shares voting as a class may elect one or
  more statutory auditors (comisarios) and corresponding alternate statutory auditors.
  In accordance with the Mexican Securities Market Law, every 10% holder, or group
  of holders, of a series of our shares may elect a statutory auditor (comisario)
  and a corresponding alternate statutory auditor at the annual ordinary shareholders’
  meeting. The primary role of the statutory auditors is to report to our shareholders
  at the annual ordinary general meeting regarding the accuracy and fairness of
  the financial information presented to such holders by the Board of Directors.
  Mexican law requires that the statutory auditors receive monthly reports from
  the Board of Directors regarding material aspects of our affairs, including
  our financial condition, and that they be invited to attend any meeting of the
  Board of Directors and the audit committee. The statutory auditors are also
  authorized to:
· 	call
        ordinary or extraordinary general meetings;
      · 	place
        items on the agenda for meetings of shareholders or the Board of Directors;
      · 	attend
        meetings of shareholders, the Board of Directors, or the audit committee;
        and
      · 	generally
        monitor our affairs.The statutory auditors also receive monthly reports
  from the Board of Directors regarding material aspects of our affairs, including
  our financial condition.
C.P. Rogerio Casas Alatriste Hernandez, a retired
  partner of PricewaterhouseCoopers, was elected by our shareholders at the annual
  general ordinary shareholders’ meeting in 2005 to serve as our statutory auditor,
  and C.P. Manuel Garcia Braña was elected to serve as Mr. Casas’
  alternate, in each case for a renewable term of one year.
Compensation
For the year ended December 31, 2004, the aggregate
  compensation we paid to our directors and executive officers for services in
  all capacities was approximately Ps.79.8 million.
We made Ps.3.6 million in contributions to
  our retirement plan on behalf of our directors, alternate directors and executive
  officers in 2004.
Options to Purchase Securities from Registrant
  or Subsidiaries

We had a stock option plan for key employees under which key employees were granted rights to purchase BC Units at no less than 100% of the market price on the date the options were granted.  The rights vested equally over a five-year period.  We purchased in the stock market the required number of BC Units granted under the terms of the plan and deposited them in an employee’s trust. When the options were exercised, the employees had the option to pay us an amount based on the exercise price of the option and receive the stock certificates from the employee trust, or to receive the appreciation of the BC Units in cash.  In April 2004, that plan expired and all outstanding options were exercised.  Upon the cancellation of the stock option plan, 7,681,132 BC Units were remaining in the employee’s trust.  These BC Units were transferred into a new employee's trust which was created in connection with the new stock option plan described below.

On October 2, 2003, we instituted a new stock option plan for key employees under which key employees were granted rights to receive the appreciation of an amount of BC Units equal to approximately one year of their salary, converted at $7.68 pesos per share.  We purchased in the stock market and deposited into a new employee’s trust the number of BC Units required under the terms of the plan less 7,681,132 BC Units, which were subsequently transferred into the new employee’s trust. These options are exercisable only on either the optionholder’s death, date of retirement from the Company or the date which the optionholder turns 65 years of age.  Upon exercise, the employee’s trust will sell the BC Units in the Mexican stock market and the proceeds will be used to pay the employee the appreciation of the BC Units in cash, with the remaining balance returned to the Company.  Rights to receive the appreciation of a total of 32,522,666 BC Units had been granted to employees at December 31, 2004 (24,841,534 at December 31, 2003).



Board Practices and Audit Committee
We are responsible for maintaining a system of
  internal accounting controls to provide assurance that transactions are authorized,
  recorded and reported properly. Our internal accounting control system is enhanced
  by periodic reviews by controls and procedures to provide reasonable assurance,
  at an appropriate cost/benefit relationship, that assets are safeguarded and
  our internal auditors and independent auditors. In addition, we have hired a
  group of advisors, which performs a separate review of our disclosure controls.
  In our opinion, our internal accounting controls provide reasonable assurance
  that assets are safeguarded and that the financial records are reliable for
  preparing financial statements.
In accordance with the Mexican Securities Market
  Law and our bylaws, we established an audit committee consisting of the following
  members of our Board: Fermín Sobero San Martín, who is the President
  of this Committee, and Raul J. Alvarado Herroz and José Ignacio Llano
  Gutierrez who are members. Both the Chairman and a majority of the members of
  the audit committee must be, and are, independent directors.
The audit committee meets periodically with management,
  the internal auditors and the independent auditors to review matters relating
  to our financial reporting, the adequacy of internal accounting controls and
  the scope and results of audit work. The internal auditors and independent auditors
  have full and free access to the audit committee.
Our statutory auditors must be invited to attend
  all audit committee meetings. Among other duties and responsibilities, the audit
  committee must:
prepare an annual report regarding its activities for submission
    to the Board and to our shareholders at our annual shareholders’ meeting;
  prepare and render statements to the Board as to the fairness
    of transactions and arrangements with related parties, which must be approved
    by our Board of Directors; and
  retain independent experts to render fairness opinions in connection
    with extraordinary corporate transactions and arrangements with related parties.We have not entered into any service contracts
  with our directors that provide for benefits upon termination of employment.
Employees and Labor Relations
At December 31, 2004, we employed 33,763 individuals.
  During the busiest retail months, part-time employees may constitute up to 10%
  of our workforce. At December 31, 2004, we had 1,987 administrative and managerial
  employees and 31,776 operating employees.
We seek to employ store assistants who meet criteria
  established by us for particular positions. However, depending upon conditions
  prevailing in regional job markets, we are not able to adhere strictly to these
  criteria. Although we believe that our turnover of store assistants does not
  exceed the industry average, it nevertheless remains high. We are seeking to
  reduce turnover by paying higher compensation and providing opportunities for
  advancement within CCM.
Our store managerial staff is comprised mostly
  of employees with long tenure with us who have worked their way up to a managerial
  position, as well as employees with a higher education who have completed a
  three-month training program that includes some practical experience in our
  stores. In many cases, our store managerial staff receives further training
  from a leading Mexican university under a program exclusively available to our
  employees.
Our senior managerial and administrative employees
  have semi-annual performance assessments and receive performance-related compensation.
  Our management believes that compensation must attract, retain and motivate
  the best employees available and, therefore, we are willing to compensate employees
  at levels which management believes are generally higher than those prevailing
  in the Mexican retail industry.
We are committed to training employees. During
  2004 we dedicated approximately six days of training per employee. All new employees
  are provided with training designed to ensure compliance with our policies relating
  to customer service, prevention of theft and operational procedures. Continuing
  on-the-job training is provided to our employees, including upon each transfer
  or promotion of an employee.
Approximately 16.5% of our employees were members
  of one of 12 labor unions with which we have collective labor agreements at
  December 31, 2004. In addition, labor relations in some stores are governed
  by separate collective bargaining agreements executed between employees of a
  single store and a union selected by such employees. The economic terms of the
  collective bargaining agreements are renegotiated on an annual basis and other
  terms are negotiated every two years. We have not experienced any work stoppages
  and management believes that we have a good relationship with our employees
  and unions.
The following table sets forth the number of employees
  and a breakdown of employees by main category of activity and geographic location
  as of the end of each year in the three-year period ended December 31, 2004:

 
At December 31, 
2002
2003
2004Number of Employees
32,993
33,557
33,763Category of Activity:
 
 
 Operating and Restaurant Employees
30,746
31,746
31,776Administrative Employees
2,247
1,811
1,987Geographic Location:
 
 
 Metropolitan
13,065
13,825
13,337Central
12,207
12,315
12,222Northwest
3,035
3,187
3,883Northeast
924
707
641Southwest
1,518
1,409
1,384Southeast
2,244
2,114
2,296
Share Ownership of Directors and Officers
Share ownership of our directors, alternate directors
  and executive officers is set forth in the table under "Major Shareholders
  and Related Party Transactions". Except as set forth in this table, none
  of our directors, alternate directors or executive officers is the beneficial
  owner of more than 1% of any class of our capital stock or conditional sale
  agreements or options representing the right to purchase more than 1% of any
  class of our capital stock.
None of our other directors, alternate directors
  or executive officers is the beneficial owner of more than 1% of any class of
  our capital stock.
Item 7.	Major Shareholders and Related Party Transactions
Major Shareholders
Our common stock consists of 4,002,015,610 B Shares
  and 341,984,390 C Shares. Each series of shares is evidenced by a global
  certificate and held in Mexico by Indeval, S.A. de C.V. ("Indeval"),
  the central securities depositary in Mexico. B Shares, without par value, provide
  each holder one vote per share. C Shares, without par value, only have voting
  rights with respect to certain transactions. Our shares are currently held in
  B Units and in BC Units. Each B Unit consists of four B Shares and each BC Unit
  consists of three B Shares and one C Share.
Each B Unit may at any time be converted into
  a BC Unit by either the Secretary of CCM or by Indeval. Our capital structure
  as of December 31 of the last three years was as follows:

Year ended December 31,
Number of BC Units
Number of B Units2002
338,448,390
747,551,6102003
338,448,390
747,551,6102004
341,984,390
744,015,610
The following table sets forth certain information
  with respect to ownership of CCM’s capital stock as of December 31, 2004 of
  (i) each person who is known by CCM to own more than 5% or each executive
  officer or director who is known by CCM to own more than 1% of either the currently
  outstanding B Units (consisting of four B Shares, without par value and with
  one vote per share, or B Shares, which trade together as a single security)
  and BC Units (consisting of three B Shares and one C Share, without par value
  and without voting rights, or C Shares, which trade together as a single security)
  and (ii) all our executive officers and directors as a group.

 
B Units and BC Units Owned as of December 31, 2004 
B Units
BC Units
 
 Identity of Owner
Number
Percentage of Class
Number
Percentage of Class
Aggregate Percentage of Outstanding B Units and BC Units
Voting PowerScotiabank Trust(1)
743,934,760
99.90%
6,072,999
1.80%
69.00%
74.70%All executive officers and directors as a group (20 persons) (2)
685,670,780
92.30%
6,072,999
1.80%
63.70%
69.00%_________________

1. For a description of this trust and its beneficiaries which
    indirectly include our principal shareholder, see " — Our Principal Shareholder."
2. Including the principal shareholder.



As of December 31, 2004, the public float for
  the BC Units (including those represented by GDSs) represented approximately
  28.8% of the total outstanding capital stock of CCM.

Our Principal Shareholder. At December
  31, 2004, our principal shareholder, the Scotiabank Inverlat Trust, or the Scotiabank
  Trust, owned 743,934,760 B Units representing approximately 69.0% of the total
  outstanding capital stock or 74.4% of the outstanding B Shares. Scotiabank Trust
  is able to exercise full voting rights with respect to the B Shares that it
  holds (including B Shares held through B Units representing a majority of the
  outstanding B Shares as well as any B Shares held through BC Units) and may
  convert each B Unit into one BC Unit at any time. Scotiabank Trust has informed
  us that it currently intends to maintain its control position and, through this
  position, will have the power to elect our board of directors and determine
  the outcome of substantially all actions requiring shareholder approval. See
  "Key Information—Risk Factors—Risk Factors Related to Our Principal Shareholders—Our
  Principal Shareholders Have Substantial Influence Over Our Management and the
  Interests of Our Principal Shareholders May Differ from Those of Other Shareholders."

Decisions regarding the Scotiabank Trust are made
  by a Technical Committee. The members of the Technical Committee are Carlos
  González Nova, Carlos González Zabalegui, Guillermo González
  Nova, Jaime González Nova, Pablo José González Guerra,
  Elena M. González Guerra and Antonio B. González Guerra. The Technical
  Committee has the exclusive authority to make decisions regarding voting and
  disposition of the B Units held by the Scotiabank Trust. In the event a member
  of the Technical Committee resigns or dies, that member’s alternate will become
  full member. A new alternate will be selected by the new member, subject to
  Technical Committee approval.

Related Party Transactions

We do not grant personal loans to our employees
  or shareholders. Employees and our shareholders are permitted to borrow only
  against our retirement fund or from our annual savings fund.

We currently sublease one store located in Puebla
  from a company controlled by the principal shareholders and certain members
  of the principal shareholders’ families. We believe that this lease, which expires
  in 2015, is on terms no less favorable to us than would be obtainable in an
  arm’s-length transaction.

From time to time, in the regular course of business,
  we deal with Nova Distex, S.A. de C.V. (successor to Casa Distex S.A. de C.V.),
  or Nova. Members of the González family own a controlling interest in
  Nova, a textile manufacturer and property management company. We provide management
  services to Nova and purchase textiles for resale in our stores. We believe
  that these transactions are on terms no less favorable to us than would be obtainable
  in an arm’s-length transaction.

We currently lease a portion of the parking lots
  of two of our stores to two gasoline stations owned and operated by Gasomer,
  S.A. de C.V., or Gasomer. Members of the González family own a controlling
  interest in Gasomer.

For additional information regarding related party
  transactions, see Note 5 to our financial statements.

Item 8.	Financial Information

Consolidated Financial Information

See "Financial Statements" and pages F-1
  through F-37, which are incorporated herein by reference.

Legal Proceedings

See "Other Information — Legal Proceedings."

Dividend Policy

See "Key Information — Dividends."

Item 9.	The Offer and Listing

Market Information

The GDSs, each of which represents 20 BC Units,
  are listed on the NYSE, and the NYSE symbol for the GDSs is "MCM."
  B Shares and the C Shares trade on the Mexican Stock Exchange as BC Units. Each
  BC Unit consists of three B Shares and one C Share.



The following table shows the high and low sales
  prices in nominal Pesos (without adjustment for inflation) for the BC Units
  and the B Units on the Mexican Stock Exchange for the period from January 1,
  2000 to June 22, 2005.

|                   | Nominal Pesos Per BC Unit(1) |   | Nominal Pesos Per B Unit(1)(2) |  
|---------------------- | ---------------------------- | ----- | ------------------------------ | -----
|                   | High                         | Low   | High                           | Low  
|2000                   | 11.06                        | 7.62  | 11.20                          | 9.60 
|2001                   | 7.50                         | 5.35  | 16.00                          | 12.00
|2002                   | 8.40                         | 4.80  |                            |  
|2003                   |                          |   |                            |  
|First Quarter          | 5.30                         | 4.76  |                            |  
|Second Quarter         | 7.04                         | 5.06  |                            |  
|Third Quarter          | 7.49                         | 6.73  |                            |  
|Fourth Quarter         | 11.21                        | 7.83  |                            |  
|2004                   |                          |   |                            |  
|First Quarter          | 14.60                        | 11.21 |                            |  
|Second Quarter         | 14.50                        | 12.00 |                            |  
|Third Quarter          | 13.19                        | 11.21 |                            |  
|Fourth Quarter         | 13.46                        | 11.68 |                            |  
|2005                   |                          |   |                            |  
|January                | 12.51                        | 12.00 |                            |  
|February               | 12.99                        | 12.30 |                            |  
|March                  | 12.55                        | 11.10 |                            |  
|April                  | 11.58                        | 11.02 |                            |  
|May                    | 11.71                        | 11.15 |                            |  
|June (through June 22) | 12.55                        | 11.55 |                            |  

_________________

1. Source: Mexican Stock Exchange.
2. Unlisted from the BMV on Oct. 27, 2001.



The following table shows the high and low sales
  prices in U.S. Dollars for the GDSs on the New York Stock Exchange for the period
  from January 1, 2000 to June 22, 2005.

|                             | U.S. Dollars per GDSs(1) |  
|-------------------------------- | ------------------------ | -----
|                             | High                     | Low  
|2000                             | 20.00                    | 16.38
|2001                             | 19.50                    | 15.31
|2002                             | 18.15                    | 9.90 
|                             | U.S. Dollars per GDSs(1) |  
|                             | High                     | Low  
|2003                             |                      |  
|First Quarter                    | 10.20                    | 8.50 
|Second Quarter                   | 13.90                    | 9.46 
|Third Quarter                    | 14.10                    | 12.16
|Fourth Quarter                   | 19.80                    | 13.72
|December                         | 19.77                    | 18.47
|2004                             |                      |  
|First Quarter                    | 27.14                    | 19.95
|Second Quarter                   | 25.50                    | 20.65
|Third Quarter                    | 22.54                    | 19.15
|Fourth Quarter                   | 23.75                    | 20.60
|December                         | 22.80                    | 20.60
|2005                             |                      |  
|First Quarter                    | 23.29                    | 19.69
|January                          | 22.35                    | 21.10
|February                         | 22.94                    | 21.90
|March                            | 23.29                    | 19.69
|Second Quarter (through June 22) | 23.35                    | 19.79
|April                            | 20.86                    | 19.79
|May                              | 21.70                    | 20.00
|June (through June 22)           | 23.35                    | 21.54

________________

(1)	Source: New York Stock Exchange

Trading on the Mexican Stock Exchange

The Mexican Stock Exchange, located in Mexico
  City, is the only stock exchange in Mexico. Operating continuously since 1907,
  the Mexican Stock Exchange is organized as a corporation with variable capital,
  or sociedad anónima de capital variable. Securities trading on
  the Mexican Stock Exchange occur from 8:30 a.m. to 3:00 p.m., Mexico City time,
  each business day. Since January 1999, all trading on the Mexican Stock Exchange
  has been effected electronically. The Mexican Stock Exchange operates a system
  of automatic suspension of trading in shares of a particular issuer as a means
  of controlling excessive price volatility, but under current trading regulations
  this system does not apply to the BC Units because they are traded in the form
  of GDSs on a stock exchange outside Mexico, the New York Stock Exchange.

Settlement is effected two business days after
  a share transaction on the Mexican Stock Exchange. Deferred settlement, even
  by mutual agreement, is not permitted without the approval of the CNBV. Most
  securities traded on the Mexican Stock Exchange, including the CPOs, are on
  deposit with S.D. Indeval, S.A. de C.V., Institución para el Depósito
  de Valores, S.A. de C.V., or Indeval, a privately owned securities depositary
  that acts as a clearinghouse, depositary and custodian, as well as a settlement,
  transfer and registration agent for Mexican Stock Exchange transactions, eliminating
  the need for physical transfer of securities.

Although the Mexican Securities Market Law provides
  for the existence of an over-the-counter market, no such market for securities
  in Mexico currently exists.

Market Regulation and Registration Standards



In 1946, the Comisión Nacional de Valores,
  or the National Securities Commission, commonly known as the CNV, was established
  to regulate stock market activity. In 1995, the CNV and the Comisión
  Nacional Bancaria, or the National Banking Commission, were merged to form
  the CNBV. The Mexican securities market law, which took effect in 1975, introduced
  important structural changes to the Mexican financial system, including the
  organization of brokerage firms as corporations. The Mexican securities market
  law sets standards for the registration of brokerage firms in the intermediaries’
  section of the registry. Registration of brokerage firms, which is a prerequisite
  to becoming a member of the Mexican Stock Exchange, is granted by the Ministry
  of Finance upon the recommendation of the CNBV. In addition to setting standards
  for brokerage firms, the Mexican securities market law empowers the CNBV to
  regulate the public offering and trading of securities and to impose sanctions
  for the illegal use of insider information. The CNBV regulates the Mexican securities
  market, the Mexican Stock Exchange and brokerage firms through a board of governors
  composed of thirteen members, five of which are appointed by the Ministry of
  Finance.

To offer securities to the public in Mexico, an
  issuer must meet specific qualitative and quantitative requirements, and only
  securities for which an application for registration in the National Registry
  of Securities maintained by the CNBV has been approved by the CNBV may be listed
  on the Mexican Stock Exchange. This approval does not imply any kind of certification
  or assurance related to the merits or the quality of the securities or the solvency
  of the issuer.

In 1993, the CNBV established an intermediate
  securities market, which was also operated by the Mexican Stock Exchange, in
  order to permit less-liquid issues and issuers with lower capitalization to
  participate in a public securities market. In essence, the general rules divided
  the securities section of the registry into two subsections, subsection A and
  subsection B. In addition to trading regularly in the auction process, registration
  of securities in subsection A enabled those securities to be eligible for transactions
  for which only securities classified as high liquidity issues by the Mexican
  Stock Exchange were eligible.

To be registered and maintain registration in
  subsection A of the registry, an issuer was usually required to meet more stringent
  qualitative and quantitative requirements than for subsection B. The CNBV adopted
  regulations that became effective on January 1, 2001 that eliminate subsection
  B and impose additional requirements to those currently applicable to subsection
  A. Accordingly, as of January 1, 2001, in order to be registered in subsection
  A, an issuer must or must have, among other things:

- at least three years of operating history, or if an issuer
      is a holding company, it must present three years of operating history for
      its principal subsidiaries; if the issuer is a newly created entity as a
      result of a merger or spin-off, the three year requirement must be evidenced
      through any of the entities involved in such merger or spin-off, as the
      case may be;
- shareholders’ equity of at least 20 million unidades de
      inversión, or UDIs, which are inflation indexed currency units,
      equivalent to Ps. 58.2 million as of December 31, 2000;
- profits for the last three years of operation taken as a
      whole;
- conduct a public offering of at least 15% of the issuer’s
      paid-in capital stock or, if the offering exceeds 160,000,000 UDIs, it represents
      at least 7% of the issuer’s paid-in capital stock;
- offer at least 10,000,000 shares at a price per share of
      at least one UDI; and
- conduct a public offering with the potential to reach at
      least 200 stockholders.

To maintain its registration, an issuer must have:

- stockholders’ equity of at least 15 million UDIs;
- at least 36 trades in its securities every six months through
      the Mexican Stock Exchange;
- an average prices of its securities greater than Ps.1.00
      during any six-month period;
- at least 100 stockholders;
- a public float of at least 8,000,000 shares; and
- a public float of at least 12% of the issuer’s paid-in capital
      stock or at least 5% of the issuer’s paid-in capital stock if the initial
      public offering exceeded 160,000,000 UDIs.

The CNBV has the authority to waive some of these
  requirements in some circumstances. Also, some of these requirements are applicable
  for each series of shares of the relevant issuer.

As of June 1, 2001, the Ley del Mercado de
  Valores, or Securities Market Law, was amended to increase the protection
  given to minority shareholders and to bring corporate governance procedures
  of Mexican issuers up to international standards. Such amendments were implemented
  through governmental regulations. Accordingly, we amended our bylaws at our
  annual shareholders’ meeting held on April 11, 2002, to reflect some of these
  amendments, including amendments that:

- established a Board with at least five and not more than
      twenty members and alternate members, of which 25% must qualify as "independent
      directors" under Mexican law;
- adopted specified corporate governance measures, which require
      us to establish, among other things, an audit committee, as well as more
      stringent procedures for the approval of transactions and arrangements with
      related parties and extraordinary corporate transactions; and
- provide additional protections for minority shareholders.

There are several requirements that have to be
  met by Mexican issuers in order to continue listed in the Mexican Stock Exchange
  and registered in the RNVI. Both the Mexican Stock Exchange and the CNBV will
  review issuers annually to verify the compliance with the foregoing requirements.
  Some of these requirements may be further reviewed by the CNBV on a quarterly
  basis. The Mexican Stock Exchange must inform the CNBV of the results of its
  review. If an issuer fails to comply with any of the foregoing requirements,
  the Mexican Stock Exchange will request that the issuer propose a plan to cure
  the violation. If the issuer fails to propose such plan, or if its plan is not
  acceptable to the Mexican Stock Exchange, trading of its shares on the Mexican
  Stock Exchange will be temporarily suspended until the situation is corrected.
  In addition, if the issuer fails to propose the plan or ceases to follow such
  plan once proposed, the CNBV might suspend or cancel the registration of the
  shares. In such event, the issuer must evidence the mechanisms to protect the
  rights of public investors and market in general. In the event the CNBV determines
  to cancel the registration of our shares, our controlling Shareholder is obligated
  to conduct a tender offer at a price equal to the higher of (i) the average
  closing price of the last thirty trading days of our stock or (ii) the book
  value of such shares, in accordance with our latest quarterly reports filed
  with the CNBV before such tender offer is to be conducted.

Issuers of listed securities are required to file
  unaudited quarterly financial statements and audited annual financial statements
  as well as various periodic reports with the CNBV and the Mexican Stock Exchange.
  Recently, the internal regulations of the Mexican Stock Exchange were amended
  to implement the EMISNET, an automated system for the electronic transfer of
  the information required to be filed with the Mexican Stock Exchange and the
  CNBV. Issuers of listed securities must prepare and disclose their financial
  information by a Mexican Stock Exchange-approved system known as the Sistema
  de Información Financiera Computarizada, or Computerized Financial Information
  System, commonly known as the SIFIC. Immediately upon its receipt, the Mexican
  Stock Exchange makes that information available to the public.

The Circular Única of the CNBV and
  the internal regulations of the Mexican Stock Exchange require issuers of listed
  securities to file through the EMISNET information on the occurrence of material
  events affecting the relevant issuer. Material events include, but are not limited
  to:

- the entering into or termination of joint venture agreements
      or agreements with key suppliers;
- the creation of new lines of businesses or services;
- significant deviations in expected or projected operating
      performance;
- the restructuring or payment of significant indebtedness;
- material litigation or labor conflicts;
- changes in dividend policy;
- the commencement of any insolvency, suspension or bankruptcy
      proceedings;
- changes in the directors; and
- any other event that may have a material adverse effect on
      the results, financial condition or operations of the relevant issuer.

If the Mexican Stock Exchange deems it necessary,
  it may request additional information regarding material events affecting the
  issuer.

The CNBV and the Mexican Stock Exchange may suspend
  the dealing in securities of an issuer as a result of the disclosure of material
  events if:

- the information filed by the issuer requires further clarifications;
      or
- the Mexican Stock Exchange determines that the public should
      be aware of that information before a trade may take place.

In these cases, trading may resume if the Mexican
  Stock Exchange determines that:

- the additional information provided by the issuer is sufficient
      and not misleading; or
- the public has had the opportunity to access that information.

Likewise, if the securities of an issuer are traded
  on both the Mexican Stock Exchange and a foreign securities market, that issuer
  must file simultaneously with the CNBV and the Mexican Stock Exchange a Spanish
  version of the information that it is required to file pursuant to the laws
  and regulations of the relevant jurisdiction.

Pursuant to the Securities Market Law, as amended,
  the CNBV must be notified by the shareholder of a company listed on the Mexican
  Stock Exchange before any such shareholder effects one or more simultaneous
  or successive transactions outside the Mexican Stock Exchange that result in
  a transfer of 10% or more of that company’s capital stock. The holders of the
  shares being transferred must also inform the CNBV of the results of such transactions
  within three days of the completion, or otherwise, the non-completion, of the
  transaction. The CNBV will notify the Mexican Stock Exchange of these transactions,
  without disclosing the names of the parties involved. Under the amendments to
  the Securities Market Law, the CNBV may determine the cases in which the purchaser
  thereof shall complete such transactions through a tender offer, as well as
  the minimum and maximum percentages of stock of an issuer that that may be purchased
  through the tender offer.

Also, the Law states that a shareholder holding
  10% or more of the capital stock of a company listed in the registry, is required
  to notify the CNBV of any ownership changes in shares of such company that results
  in a transfer of shares representing a beneficial ownership interest of 10%
  or more, within ten business days following the transfer transaction. The amendments
  to the Securities Market Law expressly permit Mexican issuers to include in
  their bylaws anti-takeover defenses.

Item 10.	Other Information

Mexican Securities Market Law

The Mexican Congress approved amendments to the
  Mexican Securities Market Law, which became effective on June 2, 2001, and have
  been implemented by governmental regulations. We amended our bylaws at our annual
  shareholders’ meeting, which was held on April 19, 2002, to reflect some of
  these amendments, including amendments that:

- established a Board with at least five and not more than
      20 members and alternate members, of which 25% must qualify as "independent
      directors" under Mexican law;
- adopted specified corporate governance measures, which require
      us to establish, among other things, an audit committee, as well as more
      stringent procedures for the approval of transactions and arrangements with
      related parties and extraordinary corporate transactions; and
- provide additional protections for minority shareholders.

For a further description of amendments we made
  to our bylaws in accordance with the Mexican Securities Market Law, see "Directors,
  Senior Management and Employees—Board Practices."

In addition, the Mexican Securities Market Law
  now permits issuers to include anti-takeover defenses in their bylaws, provided
  that their bylaws also include specified minority rights and protections, among
  other things, and we have included such provisions in our bylaws. See "—Bylaws—Other
  Provisions—Appraisal Rights." The Mexican Securities Market Law does not
  permit issuers to implement mechanisms where common shares and limited or non-voting
  shares are jointly traded or offered to public investors, unless the limited
  or non-voting shares are convertible into common shares within a term of up
  to five years, or when as a result of the nationality of a given holder, the
  shares or the securities representing the shares limit the right to vote in
  order to comply with applicable foreign investment regulations. In addition,
  the aggregate amount of shares with limited or non-voting rights may not exceed
  25% of the total shares held by public investors. As a result of applicable
  grandfathering provisions, our existing share structure will not be affected
  by this aspect of the Mexican Securities Market Law.

The Mexican Securities Market Law imposes some
  restrictions on shareholders of issuers listed on the Mexican Stock Exchange.
  Shareholders of issuers listed on the Mexican Stock Exchange must notify the
  CNBV before effecting transactions outside of the Mexican Stock Exchange that
  result in a transfer of 10% or more of an issuer’s capital stock. These shareholders
  must also inform the CNBV of the results of these transactions within three
  days of their completion, or, in the alternative, that these transactions have
  not been consummated. The CNBV will notify the Mexican Stock Exchange of these
  transactions without specifying the names of the parties involved. The CNBV
  also has the ability to determine whether purchasers in these types of transactions
  must effect these transactions through a tender offer, as well as the minimum
  and maximum percentages of capital stock that may be purchased through any such
  tender offer.

On April 25, 2002, the CNBV issued general rules
  to regulate public tender offers and the obligation to disclose share acquisitions
  above certain thresholds, as well as share acquisitions of the capital stock
  of public companies by related parties. Subject to certain exceptions, any acquisition
  of shares of a public company which increases the acquiror’s ownership to 10%
  or more, but not more than 30%, of the company’s outstanding capital stock must
  be disclosed to the CNBV and the Mexican Stock Exchange by no later than the
  day following the acquisition. Any acquisition of shares by a related party
  that increases such party’s ownership interest in a public company by 5% or
  more of the company’s outstanding capital stock must also be disclosed to the
  CNBV and the Mexican Stock Exchange by no later than the day following the acquisition.
  In addition, any intended acquisition of shares of a public company which increases
  the potential acquiror’s ownership to 30% or more, but not more than 50%, of
  the company’s voting shares requires the potential acquiror to make a tender
  offer for the greater of (i) the percentage of the capital stock intended to
  be acquired or (ii) 10% of the outstanding capital stock. Finally, any intended
  acquisition of shares of a public company which increases the potential acquiror’s
  ownership to more than 50% of the company’s voting shares requires the potential
  acquiror to make a tender offer for 100% of the outstanding capital stock. Bylaw
  provisions regarding mandatory tender offers in the case of these acquisitions
  may differ from the requirements summarized above, provided that they are more
  protective to minority shareholders than those afforded by law.

Bylaws

Below is a brief summary of some significant provisions
  of our bylaws and Mexican law. This description does not purport to be complete,
  and is qualified by reference in its entirety to our bylaws, which have been
  filed as an exhibit to this annual report and Mexican law. For a description
  of the provisions of our bylaws relating to our Board of Directors, Executive
  Committee and statutory auditors, see "Directors, Senior Management and
  Employees."

Purpose

Article 2 of our bylaws defines our purpose as
  the promotion, organization, management and participation in the capital stock
  of all types of commercial companies, partnerships, associations or industrial,
  trading, services or any other type of company, both domestic and foreign, as
  well as participation in the administration thereof, as well as other purposes
  related thereto.

Duration

The Bylaws provide that the duration of CCM is
  99 years, which term expires on January 28, 2043.

Registration and Transfer

Share certificates in registered form, which may,
  evidence our shares or may not have dividend coupons attached. We maintain a
  stock registry, and in accordance with Mexican law only those holders listed
  in the stock registry are recognized as our shareholders. We will register B
  Shares and C Shares in our stock registry only as a part of BC Units or B Units,
  as the case may be. Shareholders may hold their BC Units or B Units in the form
  of physical certificates or through book-entries with institutions that have
  accounts with Indeval. Indeval is the holder of record in respect of such BC
  Units or B Units held in book-entry form. Brokers, banks and other entities
  approved by the CNBV may maintain accounts at Indeval.

Voting Rights and Shareholders’ Meetings

Board of Directors.The management of our
  business is vested in our Board of Directors. Article 19 of our bylaws, amended
  pursuant to the June 2001 amendments to the Mexican Securities Market Law, currently
  provide for a Board of Directors of a minimum of five and no more than twenty
  members, at least 25% of which must be "independent directors" under
  Mexican law, and the same number of alternate directors. The Board currently
  consists of 12 members. Under Mexican law, as recently amended, a shareholder
  or group of shareholders owning 10% or more of the capital stock of a company
  has the right to elect one regular and the corresponding alternate director.

Holders of B Shares. Holders of B Shares
  have the right to vote on all matters subject to shareholder approval at any
  general shareholders’ meeting and have the right, voting as a class, to appoint
  the Board of Directors and the corresponding alternate directors.

Holders of C Shares. The holders of C Shares
  will generally not be entitled to vote, or to attend or address meetings of
  shareholders at which they are not entitled to vote. However, under Mexican
  law, classes of shareholders (including holders of non-voting stock such as
  the C Shares) are entitled to vote as a class in a special meeting governed
  by the same rules that apply to extraordinary general meetings, as described
  below, on any action that would prejudice the rights of holders of shares of
  other series, and a holder of shares of such series would be entitled to judicial
  relief against any such action taken without such a vote. The determination
  whether an action requires a class vote on these grounds would initially be
  made by the Board. In certain cases, the Board, the statutory auditors or a
  Mexican court could call a special meeting. A negative determination would be
  subject to judicial challenge by an affected shareholder and a court would ultimately
  determine the necessity for a class vote. There are no other procedures for
  determining whether a particular proposed shareholder action requires a class
  vote, and Mexican law does not provide extensive guidance on the criteria to
  be applied in making such a determination.

Holders of GDSs. Holders of GDSs are entitled
  to instruct the depositary how to vote the shares comprising the BC Units represented
  by their respective GDSs, subject to the terms of the Deposit Agreement.

Holders of GDRs. Holders of GDRs will be
  entitled to instruct the depositary as to the exercise of the voting rights
  pertaining to the B Shares and the limited voting rights pertaining to the C
  Shares forming the BC Units represented by their GDSs.

Other Rights of Shareholders. General shareholders’
  meetings may be ordinary general meetings or extraordinary general meetings.
  Extraordinary general meetings are those called to consider certain matters
  specified in the Mexican Companies Law and the Bylaws including, principally,
  amendments of the Bylaws, liquidation, dissolution, merger and transformation
  from one form of company to another and increases and reductions of the fixed
  portion of the capital stock. General meetings called to consider all other
  matters are ordinary meetings. An ordinary general meeting of the holders of
  B Shares must be held at least once each year within the first four months following
  the end of the preceding fiscal year to consider the approval of the financial
  statements of CCM and certain of its subsidiaries for the preceding fiscal year,
  to elect directors for holders of B Shares and statutory auditors, to determine
  the compensation of all directors or statutory auditors, and to determine the
  allocation of the profits or losses of the preceding year.

The quorum for an ordinary general meeting of
  the B Shares on first call is 50% plus one of such shares, and action may be
  taken by 50% plus one of the outstanding B Shares. If a quorum is not available,
  a second meeting may be called at which action may be taken by a majority of
  the B Shares present, regardless of the number of such shares.

The quorum for an extraordinary general meeting
  is at least 75%and a majority of all of the outstanding shares that
  are entitled to vote on first and successive calls, respectively, and action
  may be taken by a vote of 50% plus one of the outstanding shares that are entitled
  to vote.

Under Mexican law, holders of 33% of our outstanding
  shares may have any shareholder action suspended pending final judicial resolution
  by filing a complaint with a Mexican court of competent jurisdiction within
  15 days after the close of the meeting at which such action was taken, by showing
  that the challenged action violates Mexican law or the By-laws. Relief under
  these provisions is only available to holders (i) who were entitled to vote
  on the challenged shareholder action and (ii) whose shares were not represented
  when the action was taken or, if represented, were voted against it.

Shareholders’ meetings may be called by the Board,
  our statutory auditors or a Mexican court. The Board or the statutory auditors
  may be required to call a meeting of the shareholders at the written request
  of the holders of 33% of the B Shares or, in the case of a meeting at which
  holders of C Shares would be entitled to vote, at the written request of the
  holders of 33% of the outstanding C Shares. In the event that a meeting is not
  called within 15 days following the date of such request, a Mexican court may
  require such meeting to be called. Notices of meetings and agendas therefor
  must be published in the Diario Oficial de la Federaciónor a
  newspaper of general circulation in Mexico City at least 15 days prior to the
  date set for the meeting. Meetings may be held without such publication, provided
  that 100% of the shares entitled to vote are represented. To attend a meeting,
  shareholders must deposit their shares prior to such meeting as indicated in
  the notice. If entitled to attend the meeting, a shareholder may be represented
  by an attorney-in-fact.

Dividends and Distributions

At the annual ordinary general meeting of holders
  of B Shares, the Board submits our financial statements for the previous fiscal
  year together with a report thereon by the Board and the report of the statutory
  auditor, to the holders of B Shares for approval. The holders of B Shares, once
  they have approved the financial statements, determine the allocation of our
  net profits for the preceding year. They are required by law to allocate at
  least 5% of such net profits to a legal reserve, which is not thereafter available
  for distribution except as a stock dividend, until the amount of the legal reserve
  equals 20% of historical capital stock (before effect of restatement). See Note
  11 to our Annual Financial Statements. Thereafter, the shareholders may determine
  and allocate a certain percentage of net profits to any general or special reserve,
  including a reserve for open-market purchases of our shares. The remainder of
  net profits is available for distribution in the form of dividends to the shareholders,
  subject to the terms of certain restrictive covenants contained in certain of
  our indebtedness. See "Key Information—Dividends.

Holders of the B Shares and C Shares and, accordingly,
  holders of BC Units and B Units, will have equal rights, on a per share basis,
  to dividends and other distributions, including any distributions upon our liquidation.

Capital Variations

The fixed portion of our capital stock may only
  be increased or decreased by resolution of an extraordinary general meeting
  of shareholders, subject to the exception that we may decrease our fixed capital
  stock under certain circumstances without such a resolution if we, in accordance
  with the Securities Market Law, repurchase our shares, whereas the variable
  portion of our capital stock may be increased or decreased by resolution of
  an ordinary or extraordinary general meeting of shareholders (except in connection
  with repurchases of shares where no shareholders meeting is required). Increases
  and decreases in our capital stock must be recorded in our book of capital variations.
  Any increase or decrease in our capital stock is subject to the limitations
  that the variable portion of the capital stock may not exceed the equivalent
  of 10 times the fixed portion of the capital stock and that the C Shares may
  not at any time represent more than 25% of our capital stock.

Pre-emptive Rights

Except in certain circumstances involving a public
  offering and requiring prior CNBV approval or in connection with the placement
  of our shares which were previously repurchased, in the event of a capital increase,
  a holder of existing shares of a given series has a preferential right to subscribe
  for a sufficient number of shares of the same series to maintain the holder’s
  existing proportionate holdings of shares of that series. For example, subject
  to certain exceptions, if we issued B Shares and C Shares in the form of BC
  Units and B Shares in the form of B Units in the future, pursuant to and subject
  to applicable Mexican law, each holder of BC Units and B Units would be entitled
  to subscribe for a sufficient number of BC Units and/or B Units, as the case
  may be, to maintain such holder’s then-existing proportionate holdings of B
  Shares and C Shares, and the Principal Shareholders would be entitled to subscribe
  for a sufficient number of B Units and BC Units to maintain their proportionate
  holdings of B Shares and C Shares with respect thereto. Pre-emptive rights must
  be exercised during a term fixed by the shareholders at the meeting declaring
  such capital increase, which term may not end before at least 15 days following
  the publication of notice of the capital increase in the official gazette of
  the corporate domicile. Under Mexican law, pre-emptive rights cannot be waived
  in advance and cannot be represented by an instrument that is negotiable separately
  from the corresponding share. Holders of GDSs may be restricted in their ability
  to participate in the exercise of such pre-emptive rights.

Other Provisions

Redemption.The B Shares and the C Shares
  are subject to redemption in connection with either (i) a reduction of share
  capital or (ii) a redemption with retained earnings, which, in either case,
  must be approved by our shareholders at an extraordinary general shareholders’
  meeting. The shares subject to any such redemption would be selected by us by
  lot or in the case of redemption with retained earnings, by purchasing shares
  on the Mexican Stock Exchange, in accordance with the Mexican Companies Law,
  provided that in no case can shares be redeemed in such a way that the number
  of currently outstanding C Shares represents more than 25%of our capital
  stock.

Fixed and Variable Capital.We are permitted
  to issue shares constituting fixed capital and shares constituting variable
  capital. The fixed minimum part without right to withdrawal of our capital amounts
  to the sum of Ps.1,000,000,000.00 and it is represented by 1,000,000,000 shares.
  The issuance of variable-capital shares, unlike the issuance of fixed-capital
  shares, does not require an amendment of the Bylaws, although it does require
  a vote of 50% plus one of the B Shares at an ordinary general meeting of shareholders.
  Under Mexican law and the Bylaws, if we issued variable capital shares, any
  holder of such shares would be entitled to redeem them at the holder’s option
  at any time at a redemption price equal to the lower of (i) 95% of the average
  market value of such shares on the Mexican Stock Exchange for 30 trading days
  on which the shares were quoted preceding the date on which the exercise of
  the option is effective and (ii) the book value of such shares at the end of
  the fiscal year in which the exercise of the option is effective. If the option
  is exercised during the first three-quarters of a fiscal year, it is effective
  at the end of that fiscal year, but if it is exercised during the fourth quarter,
  it is effective at the end of the next succeeding fiscal year. The redemption
  price would be payable following the annual ordinary general meeting of holders
  of B Shares at which the relevant annual financial statements were approved.

Forfeiture of Shares.As required by Mexican
  law, the Bylaws provide that non-Mexican holders of B Shares, C Shares, BC Units
  and B Units formally agree with the Foreign Affairs Ministry (i) to be considered
  as Mexicans with respect to the B Shares, the C Shares, the BC Units and the
  B Units that they acquire or hold as well as the property, rights, concessions,
  participation or interests owned by us or to the rights and obligations derived
  from any agreements the Company has with the Mexican government and (ii) not
  to invoke the protection of their own governments. Failure to comply may result
  in a penalty of forfeiture of such a shareholder’s capital interests in favor
  of Mexico. In the opinion of Santamarina y Steta, S.C., our Mexican counsel,
  under this provision a non-Mexican shareholder (including non-Mexican holders
  of GDSs) is deemed to have agreed not to invoke the protection of his own government
  by asking such government to interpose a diplomatic claim against the Mexican
  government with respect to the shareholder’s rights as a shareholder, but is
  not deemed to have waived any other rights it may have, including any rights
  under the United States securities laws, with respect to its investment in us.
  If the shareholder should invoke governmental protection in violation of this
  agreement, its shares could be forfeited to the Mexican government.

Exclusive Jurisdiction.The Bylaws provide
  that legal actions relating to our relationship and the shareholders may be
  brought only in courts in the Federal District of Mexico City.

Purchase by CCM of its Shares. We
  generally may not repurchase our shares, subject to certain exceptions. First,
  we may repurchase shares for cancellation with distributable earnings pursuant
  to a decision of an extraordinary general meeting of shareholders. Second, pursuant
  to judicial adjudication, we may acquire the shares of a shareholder in satisfaction
  of a debt owned by such shareholder to us, we must sell any shares so acquired
  within three months, otherwise our capital stock will be reduced and such shares
  canceled. Third, in accordance with the Securities Market Law and our Bylaws,
  we may repurchase our shares representing our capital on the Mexican Stock Exchange
  at any time at the then-prevailing market price. The Board of Directors must
  approve any such repurchase. Our capital stock would be reduced automatically
  in an amount equal to the theoretical value of each repurchased share (determined
  by dividing the outstanding capital stock of CCM by the number of shares outstanding
  immediately prior to such repurchase); in the event that the purchase price
  of such shares exceeded the theoretical value, the difference would be paid
  for with amounts allocated from net earnings to a special reserve created for
  the repurchase of shares. We would hold repurchased shares as treasury stock,
  pending future placements thereof which could be effected on the Mexican Stock
  Exchange. Our capital stock would be automatically increased upon the resale
  of shares in an amount equal to their theoretical value; any excess amount would
  be allocated to the special reserve referred to above. The economic and voting
  rights corresponding to such repurchased shares may not be exercised during
  the period in which such shares are owned by us and such shares would not be
  deemed to be outstanding for purposes of calculating any quorum or vote at any
  shareholder’s meeting during such period. In no event may such repurchase result
  in a percentage of C Shares in excess of that permitted by the Bylaws or applicable
  law.

Obligation of Majority Shareholders.In
  accordance with the Mexican Securities Market Law, persons deemed to control
  us, including the Principal Shareholders, will be required to make a public
  offer to repurchase any shares held by minority shareholders (at the higher
  of the average market price during the 30 preceding days or at book value) in
  the event that either us or the CNBV cancels the registration of such shares
  with the National Register of Intermediaries and Securities, or RNVI.

Conflict of interest.Any shareholder that
  has a direct interest with respect to a certain transaction shall abstain from
  voting with respect to such transaction at the relevant shareholders’ meeting.
  A shareholder that votes on a business transaction in which its interest conflicts
  with that of CCM may be liable for damages, but only if the transaction would
  not have been approved without our vote.

Appraisal rights.Whenever the shareholders
  approve a change of corporate purposes, change of nationality of the corporation
  or transformation from one form of company to another, any shareholder entitled
  to vote on such change that has voted against it may withdraw from us and receive
  the amount calculated as specified under Mexican law attributable to its shares,
  provided that it exercises its right within 15 days following the adjournment
  of the meeting at which the change was approved. Because the C Shares may not
  vote on these matters, such appraisal rights are not available to such holders
  of C Shares, including C Shares underlying the BC Units.

Actions against Directors.Action for civil
  liabilities against the directors may be initiated by resolution of an ordinary
  shareholders’ meeting. In the event the ordinary shareholders’ meeting decides
  to bring such action, the directors against whom such action is to be brought
  will immediately cease to be directors. Additionally, shareholders representing
  not less than 15%of the outstanding shares may directly exercise such
  action against the directors, provided that (i) such shareholders shall not
  have voted in favor of not exercising such action at the relevant shareholders’
  meeting, and (ii) the claim covers all the damages alleged to have been caused
  to us and not only the portion corresponding to such shareholders. Any recovery
  of damages with respect to such action will be for the benefit of us and not
  for the shareholders bringing this action.

Material Contracts

In June 1991, we entered into a joint venture
  with Costco. The joint venture is governed by a board of directors consisting
  of six members, three of whom are appointed by us (including the chairman of
  the board of the joint venture) and three of whom are appointed by Costco. The
  Costco de Mexico Group joint venture is managed, on a day-to-day basis, by officers
  appointed by Costco and approved by us pursuant to certain management agreements
  between us, Costco and the Costco de Mexico Group joint venture. The management
  agreements may be terminated by either Costco or the Costco de Mexico Group
  joint venture at any time, and any termination initiated by the joint venture
  must be approved by a majority (at least four directors consisting of two representatives
  of each of CCM and Costco) of its board of directors. The affirmative vote of
  a majority of the entire board of directors of the joint venture is required
  to approve certain significant decisions regarding the joint venture, including
  certain revisions to the joint venture business plan, obligations or acquisitions
  of real estate or certain other fixed assets not otherwise provided for in the
  business plan, the removal of any of the management personnel appointed by Costco
  and certain transfers of ownership interests in the joint venture. In addition,
  a unanimous vote of both members of a two-person executive committee consisting
  of the chief executive officers of Costco and us is required to approve certain
  obligations not otherwise provided for in the business plan and other significant
  decisions regarding the joint venture which are not specifically reserved for
  the board of directors.

The funding requirements of the joint venture
  are shared by Costco and us, as determined from time to time by the parties.
  We and Costco each contributed Ps.223.0 million in 2002, Ps.342.7 million in
  2003 and Ps.431.5 million in 2004 to the Costco de Mexico Group joint venture.
  In 2005, we and Costco each agreed to contribute U.S.$15.0
  million to the Costco de Mexico Group joint venture. In the event that either
  party defaults on its obligations to provide its portion of the funding for
  the joint venture, the other party, at its option, may, among other things,
  exercise its right to buy out the defaulting party’s interest at fair market
  value. The joint venture agreement contains limitations on competition in the
  membership warehouse format by Costco and us. The joint venture has a duration
  of 99 years, ending 2090. However, the joint venture agreement may be terminated
  and the joint venture dissolved, (i) by mutual agreement of Costco and us, or
  (ii) upon a sale by either party of its entire interest in the joint venture
  by written agreement. We or Costco may purchase the other party’s interest in
  the joint venture at a price determined by reference to the fair market value
  of that interest in the event that the other party (i) fails to provide its
  portion of the financing to the joint venture, (ii) fails to provide or maintain
  a guarantee as required by the joint venture agreement, (iii) transfers its
  interest to an unaffiliated third party without the consent of the majority
  of the board of directors of the joint venture, (iv) is unable to resolve with
  the other party within a prescribed period a deadlock of the board of directors,
  (v) is in default of its obligations under the joint venture agreement, or (vi)
  is insolvent or bankrupt.



See "Operating and Financial Review and Prospectus—Liquidity
  and Capital Resources—Indebtedness" for a brief discussion of certain terms
  of our significant debt agreements.



Enforceability of Civil Liabilities

All of our directors, executive officers and controlling
  persons reside outside of the United States, substantially all of the assets
  of our directors, executive officers and controlling persons are located outside
  the United States, all of our assets are located outside of the United States
  and some of the experts named in this annual report also reside outside of the
  United States. As a result, it may not be possible for you to effect service
  of process within the United States upon these persons or to enforce against
  them or us in U.S. courts judgments predicated upon the civil liability provisions
  of the federal securities laws of the United States. We have been advised by
  our Mexican counsel, Mijares, Angoitia, Cortes y Fuentes, S.C., that there is
  doubt as to the enforceability, in original actions in Mexican courts, of liabilities
  predicated solely on U.S. federal securities laws and as to the enforceability
  in Mexican courts of judgments of U.S. courts obtained in actions predicated
  upon the civil liability provisions of U.S. federal securities laws.

Legal Proceedings

We are involved in certain legal proceedings incidental
  to the normal conduct of our business, which management does not believe will,
  in the aggregate, be material to our consolidated financial condition.

We are also involved in several legal proceedings
  regarding various tax matters, which we do not believe will, individually or
  in the aggregate, be material to our consolidated financial condition.

Over the past year and a half, we were notified
  at various times by the Secretaría de Hacienda y Crédito Público,
  or the Mexican tax authority, of federal tax assessments in an aggregate amount
  of approximately Ps.330.0 million including penalties and surcharges relating
  to the 1997, 1998 and 2002 tax years. The assessments relate to asset tax claims.
  We believe that these claimed assessments are without merit, and we are vigorously
  defending against them before the appropriate judicial authority, although no
  assurances can be given as to the outcome of these disputes.

The Costco de Mexico group joint venture has also
  been notified of tax assessments in an aggregate amount of approximately Ps.110.8
  million including penalties and surcharges relating to the 1997, 1998, 1999,
  2000, 2001, 2002 and 2003 tax years. The assessments relate principally to import
  tax claims. We believe that these claimed assessments are without merit, and
  we are vigorously defending against them before the appropriate judicial authority,
  although no assurances can be given as to the outcome of these disputes.

New York Stock Exchange Corporate
  Governance Standards

As a foreign private issuer with shares listed
  on the NYSE, we are subject to different corporate governance requirements than
  a U.S. company under the NYSE listing standards. With certain exceptions, foreign
  private issuers are permitted to follow home country practice standards. Pursuant
  to Rule 303.A11 of the NYSE listed company manual, we are required to provide
  a summary of the significant ways in which our corporate governance practices
  differ from those required for U.S. companies under the NYSE listing standards.

We are a Mexican corporation with shares, in the
  form of BC Units, listed on the Bolsa Mexicana de Valores, or Mexican
  Stock Exchange. Our corporate governance practices are governed by our bylaws,
  the Mexican Securities Market Law, and the regulations issued by the CNBV and
  the Mexican Stock Exchange. Although compliance is not mandatory, we also substantially
  comply with the Mexican Code of Best Corporate Practices (Código de
  Mejores Prácticas Corporativas), which was created in January 1999
  by a group of Mexican business leaders and was endorsed by the Mexican Banking
  and Securities Commission. See "—Bylaws" for a more detailed description
  of our corporate governance practices.

The table below sets forth a description of the
  significant differences between corporate governance practices required for
  U.S. companies under the NYSE listing standards and the Mexican corporate governance
  standards that govern our practices.



|NYSE Standard                                                                                                                                | Our Corporate Governance Practice                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|-------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Majority of board of directors must be independent.                                                                                          | We are required to have a board of directors of between 5 and 20 members, 25% of whom must be independent under the Mexican Securities Market Law.The definition of independence according the Mexican Securities Market differs in certain respects from the definition applicable to U.S. issuers under the NYSE standard.                                                                                                                                                                                                                                                                                                                                                                                                                                              
|Non-management directors must meet at executive sessions without management.                                                                 | Executive sessions within non-management  or independent directors are not recommended by the Mexican Code of Best Corporate Practices.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|Nominating/Corporate Governance Committee composed entirely of independent directors required.                                               | We are not required to have a nominating/corporate governance committee, and is not recommended by the Mexican Code of Best Corporate Practices.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|Compensation Committee composed entirely of independent directors required.                                                                  | Although we are not required to have a compensation committee, and is not recommended by the Mexican Code of Best Corporate Practices, in the annual shareholders meeting held on April 7, 2005 it has been voted for the creation of this committee composed in its majority by independent directors.                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|Audit Committee satisfying  the independence requirements of rule 10A-3 under the Exchange Act and the NYSE independence standards required. | We have a three member audit committee. The members are independent under applicable Mexican Standards. The chairman of the audit committee has been elected an "audit financial expert".The Audit Committee has a written charter as required by Rule 10A-3.We also have an internal audit department.                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|Corporate Governance Guidelines must be adopted and Code of Conduct and Ethics required.                                                     | We have adopted a code of ethics applicable to all our employees, which is available at www.comerci.com. We are required by item 16B of Form 20-F to disclose any waivers granted to our CEO, CFO and any other persons performing similar functions.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|Officers Certifications                                                                                                                      | We are required to disclose every year our degree of compliance with Mexican Code of Best Corporate Practices. The truthfulness of such disclosure must be certified by the Chairman of the Board of Directors, however there is no such concept as a violation since compliance with the Mexican Code of Best Corporate Practices is not mandatory.Furthermore, other than the certification described above and the certifications required by Section 302 and Section 906 under the Sarbanes-Oxley Act of 2002, no CEO is required to notify any non-compliance of which it may be aware of.Pursuant Rule 303A.12 of the Listed Company Manual of the NYSE, we will submit no later than August 30, 2005 an Annual Written Affirmation signed by an authorized officer.



Exchange Controls and Restrictions on Foreign
  Investment

Exchange Rates and Controls

The Mexican economy has suffered balance of payments
  deficits and shortages in foreign exchange reserves. While the Mexican Government
  does not currently restrict the ability of Mexican or foreign persons or entities
  to convert Pesos to U.S. Dollars, no assurance can be given that the Mexican
  Government will not institute a restrictive exchange control policy in the future
  (as has been the case in the past). Any such restrictive exchange policy could
  have a material adverse effect on our business and financial condition. See
  "Key Information—Risk Factors—Risk Factors Related to Mexico—Currency Fluctuations
  or the Devaluation and Depreciation of the Peso Could Limit Our Ability to Convert
  Pesos into U.S. Dollars or into Other Currencies, Which Could Adversely Affect
  Our Business, Financial Condition or Results of Operations."

Except for the period from September through December
  1982, during the Mexican liquidity crisis, Banco de Mexico consistently has
  made foreign currencies available to Mexican private sector entities (such as
  the Company) to meet their foreign currencies obligations. Nevertheless, in
  the event of renewed shortages of foreign currencies there can be no assurance
  that Banco de Mexico would continue to make foreign currencies available to
  private sector companies or that foreign currencies needed by us to service
  foreign currency obligations could be purchased in the open market without substantial
  additional cost.

Fluctuations in the exchange rate between the
  Peso and the U.S. dollar will affect the U.S. dollar equivalent of the Peso
  price of the securities on the Mexican Stock Exchange, including the BC Units
  and, as a result, will likely affect the market price of the GDSs. Such fluctuations
  also would affect the conversion by the depositary into U.S. dollars of any
  cash dividends paid in Pesos on the B Shares and the C Shares comprising the
  BC Units.

Foreign Investment Legislation

Ownership by non-Mexicans of shares of Mexican
  enterprises is regulated by the 1993 Ley de Inversión Extranjera,
  or the Foreign Investment Law, and the 1998 Reglamento de la Ley de Inversión
  Extranjera, or the Foreign Investment Regulations. The Comisión
  Nacional de Inversiones Extranjeras, or National Foreign Investment Commission,
  administers the Foreign Investment Law and Regulations. To comply with the restrictions
  on percentages of capital stock that may be owned by non-Mexicans, Mexican companies
  typically limit the ownership of particular classes of their capital stock to
  Mexicans.

The Foreign Investment Law reserves certain economic
  activities exclusively for the Mexican State, certain other activities exclusively
  for Mexican individuals or Mexican corporations and limits the participation
  of non-Mexican investors to certain percentages in regard to enterprises engaged
  in activities specified therein. Foreign investors may freely participate in
  up to 100% of the capital stock of Mexican companies or entities except for
  those existing companies (i) engaged in reserved activities as referred
  to above and (ii) with assets exceeding the amount to be established annually
  by the Foreign Investment Commission (which has been set at Ps.85 million) in
  which case an approval from the Foreign Investment Commission will be necessary
  in order for foreign investment to exceed 49% of the capital stock. The Principal
  Shareholders have advised us that they intend to maintain the Control Position
  directly in the form of B Units. Pursuant to the Foreign Investment Law, unless
  appropriate authorization is obtained, the Control Position may be transferred
  only to Mexican nationals.

Mexican and non-Mexican nationals are entitled
  to hold, and to exercise the rights of a holder of, the BC Units, the B Units,
  the B Shares and the C Shares. The C Shares may not represent more than 25%
  of our capital stock.

Taxation

United States Taxes

General.The following is a summary
  of the anticipated material U.S. federal income tax consequences of the purchase,
  ownership and disposition of GDSs , B Units, BC Units and the B Shares and C
  Shares underlying the Units (referred to herein as the "Underlying Shares"),
  except as otherwise noted, by U.S. Holders, as defined below. This discussion
  does not address all aspects of U.S. federal income taxation that may be relevant
  to a particular beneficial owner of B Units, BC Units, GDSs or Underlying Shares
  based on the beneficial owner’s particular circumstances. For example, with
  respect to U.S. Holders, the following discussion does not address the U.S.
  federal income tax consequences to a U.S. Holder:

- that owns, directly, indirectly or through attribution, 2%
      or more of the total voting power or value of our shares (including through
      ownership of B Units, BC Units or GDSs);
- that is a dealer in securities, insurance company, financial
      institution, tax-exempt organization, U.S. expatriate, broker-dealer or
      trader in securities; or
- whose functional currency is not the U.S. dollar.

Also, this discussion does not consider:

- the tax consequences for the shareholders, partners or beneficiaries
      of a U.S. holder; or
- special tax rules that may apply to a U.S. holder that holds
      B Units, BC Units, GDSs or Underlying Shares as part of a "straddle,"
      "hedge," "conversion transaction," "synthetic security"
      or other integrated investment.

In addition, the following discussion does not
  address any aspect of state, local or non-U.S. tax laws, other than Mexican
  tax laws (see "Mexican Taxes" below). Further, this discussion generally
  applies only to U.S. Holders that hold the B Units, BC Units, GDSs or Underlying
  Shares as capital assets within the meaning of Section 1221 of the Internal
  Revenue Code. This summary does not constitute, and should not be considered
  as legal or tax advice to holders.

The discussion set forth below is based on the
  U.S. federal income tax laws as in force on the date of this annual report,
  including:

- the Internal Revenue Code of 1986, as amended, applicable
      Treasury Regulations and judicial and administrative interpretations; and
- the convention between the Government of the United States
      of America and the Government of the United Mexican States for the Avoidance
      of Double Taxation and the Prevention of Fiscal Evasion with Respect to
      Taxes on Income, including the applicable protocols, which we refer to as
      the tax treaty;
- and is subject to changes to those laws and the tax treaty
      subsequent to the date of this annual report, which changes could be made
      on a retroactive basis; and
- is also based in part on the representations of the Citibank,
      N.A. as depositary and on the assumption that each obligation in the deposit
      agreement relating to the B Units, BC Units and GDSs and any related agreement
      will be performed in accordance with its terms.

Beneficial owners of B Units, BC Units, GDSs and
  Underlying Shares should consult their own tax advisors as to the particular
  United States, Mexican or other tax consequences of the ownership and disposition
  of B Units, BC Units, GDSs and Underlying Shares which may be applicable to
  them.

As used in this section, the term "U.S. Holder"
  means a beneficial owner of B Units, BC Units, GDSs or Underlying Shares that
  is, for U.S. federal income tax purposes:

- a citizen or individual resident of the United States;
- a corporation (or entity classified as a corporation for
      these purposes) created or organized in or under the laws of the United
      States or of any State thereof or the District of Columbia;
- an estate the income of which is included in gross income
      for U.S. federal income tax purposes regardless of source; or
- a trust, if either (x) it is subject to the primary supervision
      of a court within the United States and one or more "United States persons"
      has the authority to control all substantial decisions of the trust or (y)
      it has a valid election in effect under applicable U.S. Treasury regulations
      to be treated as a "United States person".

If a partnership (or an entity or arrangement classified as a
  partnership for U.S. federal income tax purposes) holds B Units, BC Units, GDSs
  or Underlying Shares, the U.S. federal income tax treatment of a partner in
  the partnership generally will depend on the status of the partner and the activities
  of the partnership, and partnerships holding B Units, BC Units, GDSs or Underlying
  Shares should consult their own tax advisors regarding the U.S. federal income
  tax consequences of purchasing, owning and disposing of B Units, BC Units, GDSs
  or Underlying Shares.

An individual may be treated as a resident of
  the United States in any calendar year for U.S. federal income tax purposes
  by being present in the United States on at least 31 days in that calendar year
  and for an aggregate of at least 183 days during a three-year period ending
  at the close of that year. For purposes of this calculation, all of the days
  present in the current year, one-third of the days present in the immediately
  preceding year and one-sixth of the days present in the second preceding year
  would be counted. Residents are taxed for U.S. federal income purposes as if
  they were U.S. citizens.

The application of the tax treaty to U.S. Holders is conditioned
  upon, among other things, the assumptions that the U.S. Holder:

- is not a resident of Mexico for purposes of the tax treaty;
- is an individual who has a substantial presence in the United
      States;
- is entitled to the benefits of the tax treaty under the limitation
      on benefits provision contained in Article 17 of the tax treaty; and
- does not have a fixed place of business or a permanent establishment
      in Mexico with which its ownership of B Units, BC Units, GDSs or Underlying
      Shares is effectively connected.

Ownership of B Units, BC Units and Shares.In general,
  for the U.S. federal income tax purposes, U.S. Holders of GDSs will be treated
  as the beneficial owners of BC Units (and the Underlying Shares comprising such
  BC Units) represented by those GDSs.

Taxation of Dividends and Stock Distributions.
  Any distribution paid by us, including the amount of any Mexican taxes withheld,
  will be included in the gross income of a U.S. Holder as a dividend, treated
  as ordinary income, to the extent that the distribution is paid out of our current
  or accumulated earnings and profits, as determined under U.S. federal income
  tax principles. U.S. Holders will not be entitled to claim a dividends received
  deduction for dividends received from us. A U.S. Holder who is an individual
  may be eligible for reduced rates of taxation on such dividends. Such dividends
  paid in Pesos will be includible in the income of a U.S. Holder in a U.S. dollar
  amount calculated by reference to the exchange rate in effect on the day the
  pesos are received by the U.S. Holder or the depositary on behalf of the U.S.
  Holder, regardless of whether the payment is in fact converted into U.S. dollars.
  U.S. Holders should consult their own tax advisor regarding the treatment of
  any foreign currency gain or loss on any Pesos received by the U.S. Holder or
  the depositary on behalf of the U.S. Holder which are not converted into U.S.
  dollars on the day the Pesos are received.

A U.S. Holder may, subject to certain limitations,
  be eligible to claim as a credit or deduction, for purposes of computing such
  holder’s United States federal income tax liability, any Mexican withholding
  tax paid in respect of dividends paid by the Company. Such dividends will generally
  constitute foreign-source income and will generally be classified as foreign
  source "passive income" or, in the case of some U.S. Holders, foreign source
  "financial services income" for taxable years beginning on or before December
  31, 2006 and foreign source "general category income" for taxable years beginning
  after December 31, 2006, for purposes of determining the United States foreign
  tax credit limitation. In addition, foreign tax credits generally will not be
  allowed for Mexican withholding taxes imposed with respect to certain short-term
  or hedged positions in stock. The calculation of United States foreign tax credits
  and, in the case of a U.S. Holder that elects to deduct foreign taxes, the availability
  of deductions, involves the application of complex rules that depend on a U.S.
  Holder’s particular circumstances. U.S. Holders should consult their own tax
  advisors regarding the availability of foreign tax credits and deductions for
  such Mexican withholding tax.

Distributions of additional shares of the Company
  to U.S. Holders with respect to the Underlying Shares (and accompanying distributions
  with respect to B Units, BC Units and GDSs) that are made as part of a pro rata
  distribution to all shareholders of the Company generally will not be subject
  to United States federal income tax.

A beneficial owner of B Units, BC Units, GDSs
  or Underlying Shares that, for U.S. federal income tax purposes, is neither
  a U.S. Holder nor a partnership (nor an entity or arrangement classified as
  a partnership for U.S. federal income tax purposes), referred to herein as a
  non-U.S. Holder, will not be subject to United States federal income or withholding
  tax on dividends paid with respect to the Underlying Shares (or with respect
  to B Units, BC Units or GDSs), unless such income is effectively connected with
  the conduct by the non-U.S. Holder of a trade or business in the United States.

Taxation of Capital Gains. Gain
  or loss recognized by a U.S. Holder on the sale or other taxable disposition
  of B Units, BC Units, GDSs or Underlying Shares will be subject to United States
  federal income taxation as capital gain or loss in an amount equal to the difference
  (if any) between such U.S. Holder’s tax basis in the B Units, BC Units, GDSs
  or Underlying Shares and the amount realized on the sale or other taxable disposition.
  Such capital gain or loss will be long-term capital gain or loss if the B Units,
  BC Units, GDSs or Underlying Shares have been held for more than one year at
  the time of the disposition. The deductibility of capital losses is subject
  to limitations. Capital gains recognized on a sale or other taxable disposition
  of B Units, BC Units, GDSs or Underlying Shares by a U.S. Holder generally will
  be treated as United States source income, unless such gains are subject to
  Mexican taxation under the tax treaty, in which case, a U.S. Holder generally
  will be permitted to elect to treat such gains as foreign source income for
  U.S. foreign tax credit purposes. Capital losses recognized on the sale or taxable
  disposition of B Units, BC Units, GDSs or Underlying Shares by a U.S. Holder
  generally will be allocated to reduce income from U.S. sources for U.S. foreign
  tax credit purposes. U.S. Holders should consult their tax advisors concerning
  the U.S. foreign tax credit implications of a disposition of B Units, BC Units,
  GDSs or Underlying Shares. Deposits and withdrawals of BC Units for GDSs by
  U.S. Holders will not be subject to United States federal income tax.

A non-U.S. Holder of B Units, BC Units, GDSs or
  Underlying Shares will not be subject to United States federal income or withholding
  tax on gain realized on the sale or other taxable disposition of B Units, BC
  Units, GDSs or Underlying Shares, unless

- such gain is effectively connected with the conduct by the
      holder of a trade or business in the United States, or
- in the case of gain realized by an individual holder, the
      holder is present in the United States for 183 days or more in the taxable
      year of the sale or other taxable disposition and certain other conditions
      are met.

Backup Withholding and Information Reporting.
  A U.S. Holder may be subject to U.S. information reporting and U.S. backup withholding
  for dividends paid on the B Units, BC Units, GDSs or Underlying Shares, or proceeds
  from the sale or other disposition of B Units, BC Units, GDSs or Underlying
  Shares unless the U.S. Holder:

- is a corporation or comes within an exempt category; or
- provides a taxpayer identification number, certifies as to
      no loss of exemption from backup withholding tax and otherwise complies
      with the applicable requirements of the backup withholding rules.

The amount of any backup withholding will be allowed
  as a credit against the U.S. Holder’s U.S. federal income tax liability and
  may entitle such holder to a refund provided that certain required information
  is furnished to the U.S. Internal Revenue Service.

A non-U.S. Holder may be required to comply with
  certification and identification procedures in order to establish its exemption
  from backup withholding.

Mexican Taxes

General.The following is a general
  summary of the anticipated material Mexican tax consequences of the purchase,
  ownership and disposition of BC Units and GDSs to a person who is not a resident
  of Mexico for Mexican tax purposes as defined below.

An income tax treaty between the United States
  and Mexico is in effect (the "Tax Treaty"). Except as indicated below
  under "—Taxation of Capital Gains," the Tax Treaty will not have any
  material effect on the Mexican tax consequences described herein.

This summary is based upon the tax laws of Mexico
  as in effect on the date of this Annual Report, which are subject to change.
  Holders should consult their own tax advisors as to the particular United States,
  Mexican or other tax consequences of the purchase, ownership and disposition
  of BC Units or GDSs which may be applicable to them and as to their entitlement
  to the benefits afforded by the Tax Treaty or other income tax treaty to which
  Mexico is a party.

Taxation of Dividends.Dividends,
  either in cash or in any other form, paid with respect to the shares underlying
  the BC Units, including those BC Units represented by GDSs, will not be subject to Mexican
  withholding tax.



When dividends are paid from our "previously
  taxed net earnings account," or "cuenta de utilidad fiscal neta," we will not
  be required to pay any Mexican corporate income tax on the dividends. If dividends
  are not paid from our "previously taxed net earnings account" we will be required
  to pay a 30% Mexican corporate income tax on the dividends multiplied by 1.4286.

Taxation of Capital Gains.The sale
  or other disposition of GDSs will not be subject to Mexican tax. Deposits and
  withdrawals of BC Units for GDSs will not give rise to Mexican tax or transfer
  duties.

The sale or other disposition of BC Units will not
  be subject to any Mexican tax if the sale is carried out through the Mexican
  Stock Exchange or other recognized securities market, as determined by Mexican
  tax authorities under general rules. Sales or other dispositions of BC Units made
  in other circumstances would be subject to Mexican income tax. Under the Tax
  Treaty, gains on the disposition of BC Units by less than 25% U.S. Holders eligible
  for benefits under the Tax Treaty will not be subject to Mexican tax, unless
  (i) 50% or more of the fair market value of the Company’s assets consist
  of "immovable property" (as defined in the treaty) situated in Mexico,
  or (ii) such gains are attributable to a permanent establishment or fixed
  base of such U.S. Holder in Mexico. Because of uncertainty regarding the interpretation
  of the relevant provision of the Tax Treaty there can be no assurance that 50%
  or more of the fair market value of CCM’s assets do not or will not consist
  of "immovable property" situated in Mexico. Gains of a non-U.S. Holder
  eligible for benefits under a treaty to which Mexico is a party may be exempt
  (in whole or in part) from Mexican tax under such treaty. Holders should consult
  with their tax advisors as to their entitlement to benefits afforded by an applicable
  income tax treaty.

Other Mexican Taxes. There are no
  Mexican inheritance or succession taxes applicable to the ownership, transfer
  or disposition of BC Units or GDSs. There are no Mexican stamp, issuer, registration
  or similar taxes or duties payable by holders of BC Units or GDSs.

Documents on Display

For further information about us and our securities,
  we refer you to the filings we have made with the U.S. Securities and Exchange
  Commission, or the SEC.

CCM is subject to the informational requirements
  of the U.S. Securities Exchange Act of 1934, as amended, and in accordance therewith
  files reports and other information with the SEC. Reports and other information
  filed by CCM with the SEC can be inspected and copied at the public reference
  facilities maintained by the SEC at its public reference room at 100 F Street,
  N.E., Washington, D.C. 20549. You may obtain information on the operation of
  the Public Reference Room by calling the SEC at 1-800-SEC-0330. Such materials
  can also be inspected at the offices of the New York Stock Exchange, Inc., 20
  Broad Street, New York, New York 10005. Any filings we make electronically will
  be available to the public over the internet at the SEC’s website at www.sec.gov.

As an issuer of securities listed on the Mexican
  Stock Exchange, we are required to file unaudited quarterly financial statements
  and audited annual financial statements as well as various periodic reports
  with the CNBV and the Mexican Stock Exchange. Recently, the internal regulations
  of the Mexican Stock Exchange were amended to implement the EMISNET. Issuers
  of listed securities must prepare and disclose their financial information by
  a Mexican Stock Exchange-approved system known as the Sistema de Información
  Financiera Computarizada, or Computerized Financial Information System,
  commonly known as the SIFIC. Immediately upon its receipt, the Mexican Stock
  Exchange makes that information available to the public. In addition, as a Mexican
  listed company, we must file through the EMISNET, an automated system for the
  electronic transfer of the information required to be filed with the Mexican
  Stock Exchange and the CNBV, information regarding the occurrence of material
  events specified in Mexican Securities regulations.

Item 11.	Quantitative and Qualitative Disclosures About
  Market Risk

We are exposed to market risk from changes in
  interest rates and currency exchange rates. Interest rate risk exists with respect
  to our cash flows related to our floating rate financial assets and liabilities
  and with respect to the fair value of our fixed-rate financial assets and liabilities.
  Foreign exchange rate risk exists with respect to our financial assets and liabilities
  denominated in currencies other than Mexican Pesos.

At December 31, 2004, we had approximately Ps.306.5
  million in financial assets denominated in currencies other than Mexican Pesos,
  principally consisting of short-term investments and marketable securities,
  and approximately Ps.1,911.9 million in financial liabilities denominated in
  currencies other than Mexican Pesos consisting of debt and trade payables.

We regularly assess our interest rate and currency
  exchange exposures and determine whether to enter into derivative financial
  instruments designed by us to hedge our exposure(s) or modify any existing instruments.
  For example, during 2004, we entered into interest rate swap agreements designed
  to convert a portion of our interest payments under our U.S. Dollar and Mexican
  Peso-denominated indebtedness from fixed to floating rates. The hedges mature
  at various dates starting in 2006. See Note 8 to our consolidated financial
  statements included in this annual report. We have entered into other interest
  rate swap and interest rate forward contracts for the purpose of reducing the
  blended cost of debt. We also enter into foreign exchange rate options to hedge
  a portion of our foreign currency exposures. We have only used derivative instruments
  to hedge exposures associated with financial assets and liabilities.

The potential increase in our net financial liabilities
  and corresponding foreign exchange loss that would have resulted from a hypothetical,
  immediate 10% depreciation of all of our operating currencies against the Mexican
  Peso would have been approximately Ps.161.5 million. Any such depreciation would
  have also resulted in additional nominal interest expense of approximately Ps.24.0
  million per year, reflecting an increased cost of foreign currency indebtedness.

A hypothetical, immediate increase of 100 basis
  points in the interest rates applicable to our floating rate financial assets
  and liabilities at December 31, 2004 would have resulted in additional nominal
  interest expense of approximately Ps.21.3 million per year, assuming no change
  in the principal amount of such indebtedness.

See Note 8 to our financial statements for a discussion
  of the fair value of our financial instruments.

Item 12.	Description of Securities Other than Equity Securities

Not applicable.

PART II

Item 13.	Defaults, Dividend Arrearages and Delinquencies

Not applicable.

Item 14.	Material Modifications to the Rights of Security
  Holders and Use of Proceeds

Not applicable.

PART III

Item 15.	Controls and Procedures

We carried out an evaluation, under the supervision and with the
  participation of our management, including our Chief Executive Officer and Chief
  Financial and Administrative Officer, of the effectiveness of the design and
  operation of our disclosure controls and procedures as of December 31, 2004.
  Based on this evaluation, our Chief Executive Officer and Chief Financial and
  Administrative Officer concluded that our disclosure controls and procedures
  are effective to ensure that information required to be disclosed in our periodic
  filings under the Exchange Act is recorded, processed, summarized and reported
  within the time periods specified in the SEC’s rules and forms.

There have been no significant changes in our
  internal controls over financial reporting identified in connection with the
  evaluation above during the period covered by this annual report that has materially
  affected, or is reasonably likely to materially affect, our internal controls
  over financial reporting.

Item 16A.	Audit Committee Financial Expert

Our Board of Directors elected Mr. Fermin Sobero
  San Martin as an "audit committee financial expert" as defined in
  Item 16A of Form 20-F.

Item 16B.	Code of Ethics

We have adopted a written Code of Ethics that
  applies for all our employees, including our principal executive officers, principal
  financial officer, principal accounting officer, and persons performing similar
  functions.

This Code of Ethics is accessible on our website
  athttp://www.comerci.com

Item 16C.	Principal Accountant Fees and Services

PricewaterhouseCoopers served as our auditors
  for the years ended December 31, 2003 and 2004. The following table sets forth
  the fees paid for professional audit services and other services rendered by
  PricewaterhouseCoopers to the Company in 2003 and 2004.

|Fees Paid to PricewaterhouseCoopers
|-----------------------------------
|                               
|                               
|Audit Fees(1)                      
|Audit-related Fees(2)              
|Tax Fees(3)                        
|All Other Fees                     
|Total                              



________________

(1) 	Audit fees include services
  performed by the independent accountant to comply with generally accepted accounting
  standards in Mexico and the United States. Audit fees also include fees for
  services provided by the independent accountants in connection with statutory
  and regulatory filings or engagements, comfort letters, statutory audits, attest
  services, consents and assistance with and review of documents filed with the
  SEC.

(2)	Audit-related fees include
  employee benefit plan audits, accounting consultations and audits in connection
  with internal control reviews, attest services that are not required by statute
  or regulation and consultation concerning financial accounting and reporting
  standards.

(3)	Tax fees include fees for
  tax compliance, tax planning and tax advice. Tax compliance generally involves
  preparation of original and amended tax returns, claims for refund and tax payment-planning
  services. Tax planning and tax advice encompass assistance with tax audits and
  appeals, employee benefit plans and requests for rulings or technical advice
  from taxing authorities.

Audit Committee Pre-Approval Policies and Procedures

The general authority to pre-approve the engagement
  of our independent auditors to render non-audit services is under the purview
  of our Audit Committee. Accordingly, the Audit Committee has established pre-approval
  procedures to control the provision of all audit and non-audit services by our
  independent auditors (the "Pre-Approval Policy"). Under the Pre-Approval
  Policy, the engagement of our independent auditors to provide audit and non-audit
  services must be pre-approved by the Audit Committee, either in the form of
  a special approval or through the inclusion of the services in question in a
  list adopted by the Audit Committee of pre-approved services. The Pre-Approval
  Policy is detailed as to the particular services to be provided. Additionally,
  the Pre-Approval Policy affirms that the Audit Committee’s responsibilities
  under the Exchange Act are not delegated to management.

Item 16D.	Exceptions From the Listing Standards for Audit
  Committees

None.

Item 16E. 	Purchases of Equity Securities by the Issuer
  and Affiliated Purchasers

None.

PART IV

Item 17.	Financial Statements

See pages F-1 through F-33, which are incorporated herein by reference.

Item 18.	Financial Statements

We have responded to Item 17 in lieu of Item 18.

Item 19.	Exhibits

(a)	List of Financial Statements

|Report of Independent Register Public Accounting Firm                                                           | F-2
|--------------------------------------------------------------------------------------------------------------- | ---
|Consolidated Balance Sheets as of December 31, 2003 and 2004                                                    | F-3
|Consolidated Statements of Income for the Years Ended December 31, 2002, 2003 and 2004.                         | F-4
|Consolidated Statements of Changes in Stockholders Equity for the Years ended December 31, 2002, 2003 and 2004. | F-5
|Consolidated Statements of Changes in Financial Position for the Years ended December 31, 2002, 2003 and 2004.  | F-6
|Notes to Consolidated Financial Statements for the Years Ended December 31, 2002,  2003 and 2004.               | F-7



All other schedules relating to us are omitted
  because they are not required or because the required information is contained
  in our Financial Statements or Notes thereto.

(b)	List of Exhibits

1.1	English translation of the Amended and
    Restated Bylaws (Estatutos Sociales) of the Registrant.



2.1	Indenture relating
    to Senior Debt Securities, dated as of June 1, 2005 between the Registrant,
    as Issuer, and The Bank of New York, as Trustee.





2.2	First Supplemental
    Indenture relating to the 6.625% Senior Notes due 2015 dated as of June 1,
    2005 between Registrant, as Issuer, and The Bank of New York and Dexia Banque
    Internationale à Luxembourg.





2.3	Registration Rights
    Agreement, dated as of June 1, 2005, among the Registrant and Credit Suisse
    First Boston LLC.



4.1	Form of Indemnity Agreement between
    the Registrant and its directors and its executive officers.(1)

4.2	Restated Corporate Joint Venture Agreement
    dated February 15, 1995, between the Price Company and Price Venture Mexico
    and CCM.(1)

4.3	Form of Share Purchase Agreement between
    us and certain employees.(1)

4.4	English translation of Stock Option Plan for key employees.



7.1	Calculation of
    ratio of earnings to fixed charges.



8.1	List of significant subsidiaries of Registrant.

12.1	CEO Certification pursuant to Section
    302 of the Sarbanes-Oxley Act of 2002, dated June 30, 2005.

12.2	CFO Certification pursuant to Section
    302 of the Sarbanes-Oxley Act of 2002, dated June 30, 2005.

13.1	CEO Certification pursuant to Section
    906 of the Sarbanes-Oxley Act of 2002, dated June 30, 2005.

13.2	CFO Certification pursuant to Section
    906 of the Sarbanes-Oxley Act of 2002, dated June 30, 2005.

(1) Incorporated herein by reference to Exhibits 10.2, 10.3
  and 10.5 of the Registrant's Annual Report on Form 20-F for the fiscal year
  ended December 31, 1996.





SIGNATURES

The Registrant hereby certifies that it meets all of the requirements
  for filing on Form 20-F and that it has duly caused and authorized the undersigned
  to sign this annual report on its behalf.

Date: November 30, 2005

Controladora
                          Comercial Mexicana, S.A. de C.V.



By:	/s/ Carlos
                          González Zabalegui

Carlos González
                          Zabalegui

Chief Executive Officer





By:	/s/ Francisco
                          Martinez de la Vega

Francisco Martínez
                          de la Vega

Chief Financial and Administrative
                          Officer









|INDEX TO CONSOLIDATED FINANCIAL STATEMENTS OF CONTROLADORA COMERCIAL MEXICANA, S.A. DE C.V. AND SUBSIDIARIES    |  
|--------------------------------------------------------------------------------------------------------------- | -----
|                                                                                                            | Page 
|Report of Independent Register Public Accounting Firm                                                           | F-2  
|Consolidated Balance Sheets as of December 31, 2003 and 2004                                                    | F-3  
|Consolidated Statements of Income for the Years Ended December 31, 2002, 2003 and 2004                          | F-4  
|Consolidated Statements of Changes in Stockholders’ Equity for the Years Ended December 31, 2002, 2003 and 2004 | F-5  
|Consolidated Statements of Changes in Financial Position for the Years Ended December 31, 2002, 2003 and 2004   | F-6  
|Notes to Consolidated Financial Statements for the Years Ended December 31, 2002, 2003 and 2004                 | F-7  







---



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To the Stockholders of

Controladora Comercial Mexicana, S.A. de C.V.

We have audited the accompanying consolidated
  balance sheets of Controladora Comercial Mexicana, S.A. de C.V. and its subsidiaries
  as of December 31, 2004 and 2003, and the related consolidated statements of
  income, changes in stockholders’ equity and changes in financial position
  for each of the three years in the period ended December 31, 2004. These financial
  statements are the responsibility of the Company’s management.
  Our responsibility is to express an opinion on these financial statements based
  on our audits.

We conducted our audits in accordance with the
  standards of the Public Company Accounting Oversight Board (United States) and
  auditing standards generally accepted in Mexico. Those standards require that
  we plan and perform the audit to obtain reasonable assurance about whether the
  financial statements are free of material misstatement. An audit includes examining,
  on a test basis, evidence supporting the amounts and disclosures in the financial
  statements. An audit also includes assessing the accounting principles used
  and significant estimates made by management, as well as evaluating the overall
  financial statement presentation. We believe that our audits provide a reasonable
  basis for our opinion.

In our opinion, the consolidated financial statements
  referred to above present fairly, in all material respects, the financial position
  of Controladora Comercial Mexicana, S.A. de C.V. and its subsidiaries as of
  December 31, 2004 and 2003, and the results of their operations, their changes
  in stockholders’ equity and their changes in financial position for each of
  the three years in the period ended December 31, 2004, in conformity with accounting
  principles generally accepted in Mexico.

Accounting principles generally accepted in Mexico
  vary in certain significant respects from accounting principles generally accepted
  in the United States of America. Information relating to the nature and effect
  of such differences is presented in Note 17 to the consolidated financial statements.

PricewaterhouseCoopers, S.C.

/s/ Manuel Garcia Braña

Manuel Garcia Braña

Mexico, D.F.,

March 18, 2005

---

CONTROLADORA COMERCIAL MEXICANA, S.A. DE C.V. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
At December 31, 2004 and 2003
(In thousands of Mexican pesos of constant purchasing power as of December 31, 2004)

|ASSETS                                                                           | 2004           | 2003          
|-------------------------------------------------------------------------------- | -------------- | --------------
|Current assets:                                                                  |            |           
|Cash                                                                             | Ps. 583,503    | Ps. 603,056   
|Temporary investments                                                            | 666,031        | 679,575       
|Trade accounts receivable                                                        | 478,838        | 566,618       
|Other accounts and notes receivable (Note 4)                                     | 2,295,094      | 2,828,857     
|Related parties, net (Note 5)                                                    | 20,398         | -             
|Inventories                                                                      | 5,478,944      | 4,366,333     
|Prepaid expenses and other assets                                                | 66,535         | 188,248       
|Total current assets                                                             | 9,589,343      | 9,232,687     
|Property, equipment and leasehold and owned buildings improvements, net (Note 6) | 18,307,908     | 17,355,677    
|Investment advance payments (Note 12)                                            | 388,473        | 179,212       
|Other assets                                                                     | 450,517        | 294,958       
|Total assets                                                                     | Ps. 28,736,241 | Ps. 27,062,534
|LIABILITIES AND STOCKHOLDERS EQUITY                                              |            |           
|Current liabilities:                                                             |            |           
|Trade payables                                                                   | Ps. 7,201,096  | Ps. 6,472,538 
|Taxes payable                                                                    | 49,909         | 68,870        
|Financial instruments (Note 8)                                                   | 97,158         | 58,699        
|Related parties, net (Note 5)                                                    | -              | 4,927         
|Deferred revenue and negative goodwill (Notes 4 and 12)                          | 667,666        | 1,113,107     
|Other accrued liabilities                                                        | 1,117,514      | 1,152,623     
|Total current liabilities                                                        | 9,133,343      | 8,870,764     
|Long-term liabilities:                                                           |            |           
|Long-term debt (Note 7)                                                          | 2,126,252      | 2,211,894     
|Labor obligations (Note 10)                                                      | 126,260        | 140,667       
|Deferred income taxes (Note 15)                                                  | 2,181,340      | 2,056,637     
|Total liabilities                                                                | 13,567,195     | 13,279,962    
|Stockholders’ equity (Note 11):                                                  |            |           
|Contributed capital:                                                             |            |           
|Capital stock                                                                    | 1,737,600      | 1,737,600     
|Restatement                                                                      | 5,878,331      | 5,878,331     
|Total capital stock                                                              | 7,615,931      | 7,615,931     
|Paid in-capital, net                                                             | 1,023,689      | 1,023,689     
|Total contributed capital                                                        | 8,639,620      | 8,639,620     
|Earned capital:                                                                  |            |           
|Legal reserve                                                                    | 677,807        | 624,425       
|Retained earnings                                                                | 6,957,263      | 6,049,832     
|Reserve for repurchase of units                                                  | 1,156,422      | 1,156,422     
|Result from holding non-monetary assets                                          | (4,076,387)    | (3,871,127)   
|Net income for the year                                                          | 1,717,600      | 1,086,031     
|Total earned capital                                                             | 6,432,705      | 5,045,583     
|Total majority stockholders’ equity                                              | 15,072,325     | 13,685,203    
|Minority interest                                                                | 96,721         | 97,369        
|Total stockholders’ equity                                                       | 15,169,046     | 13,782,572    
|Total liabilities and stockholders’ equity                                       | Ps. 28,736,241 | Ps. 27,062,534
|The accompanying notes are an integral part of these financial statements.      



CONTROLADORA COMERCIAL MEXICANA, S.A. DE C.V. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
For the years ended December 31, 2004, 2003 and 2002
(In thousands of Mexican pesos of constant purchasing power as of December 31, 2004, except for unit amounts)

|                                                                            | 2004           | 2003           | 2002          
|------------------------------------------------------------------------------- | -------------- | -------------- | --------------
|Net sales                                                                       | Ps. 37,589,374 | Ps. 36,778,476 | Ps. 35,055,437
|Cost of sales                                                                   | 29,981,431     | 29,415,368     | 28,179,160    
|Gross profit                                                                    | 7,607,943      | 7,363,108      | 6,876,277     
|Selling, general and administrative expenses:                                   |            |            |           
|Selling                                                                         | 5,125,399      | 5,078,985      | 5,067,914     
|Administrative                                                                  | 713,066        | 805,791        | 802,445       
|Total operating expenses                                                        | 5,838,465      | 5,884,776      | 5,870,359     
|Operating income                                                                | 1,769,478      | 1,478,332      | 1,005,918     
|Integral result of financing:                                                   |            |            |           
|Interest expense                                                                | (290,271)      | (344,083)      | (252,322)     
|Gain (loss) from forward agreements                                             | 87,891         | (477)          | 54,163        
|Interest income                                                                 | 76,172         | 44,870         | 47,180        
|Loss from repurchase of notes                                                   | -              | (42,494)       | (8,966)       
|Foreign-exchange loss, net                                                      | (6,779)        | (104,914)      | (238,873)     
|Gain from monetary position                                                     | 309,038        | 250,900        | 334,194       
|Total integral result of financing                                              | 176,051        | (196,198)      | (64,624)      
|Income after integral result of financing                                       | 1,945,529      | 1,282,134      | 941,294       
|Other (expense) income, net                                                     | (19,107)       | 65,478         | 5,282         
|Income before provisions for income taxes and employee statutory profit sharing | 1,926,422      | 1,347,612      | 946,576       
|Provisions for income taxes and employee                                        |            |            |           
|statutory profit sharing (Note 15)                                              | 201,034        | 253,061        | 76,155        
|Income before minority interest                                                 | 1,725,388      | 1,094,551      | 870,421       
|Interest of minority stockholders in                                            |            |            |           
|the results of subsidiaries                                                     | (7,788)        | (8,520)        | (7,725)       
|Net income for the year                                                         | Ps. 1,717,600  | Ps. 1,086,031  | Ps. 862,696   
|Average number of units                                                         | 1,086,000,000  | 1,079,765,000  | 1,078,225,000 
|Net income per units:                                                           |            |            |           
|Before minority interest                                                        | Ps. 1.58       | Ps. 1.01       | Ps. 0.80      
|Minority interest                                                               | -              | -              | -             
|After minority interest                                                         | Ps. 1.58       | Ps. 1.01       | Ps. 0.80      
|The accompanying notes are an integral part of these financial statements.     





CONTROLADORA COMERCIAL MEXICANA, S.A. DE C.V. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
For the years ended December 31, 2004, 2003 and 2002
(In thousands of Mexican pesos of constant purchasing power as of December 31, 2004, except for unit amounts)

|                                                                              | Capital stock | Paid-in capital, net | Legal reserve | Retained earnings | Reserve for repurchases of units | Units repurchased for stock purchase plan | Result from holding non-monetary assets | Net income for the year | Majority stockholders’ equity | Minority interest | Total stock-holders’ equity
|--------------------------------------------------------------------------------- | ------------- | -------------------- | ------------- | ----------------- | -------------------------------- | ----------------------------------------- | --------------------------------------- | ----------------------- | ----------------------------- | ----------------- | ---------------------------
|                                                                              | Ps.           | Ps.                  | Ps.           | Ps.               | Ps.                              | Ps.                                       | Ps.                                     | Ps.                     | Ps.                           | Ps.               | Ps.                        
|Balance as of December 31, 2001                                                   | 7,615,931     | 1,010,847            | 538,871       | 5,238,350         | 557,839                          |                                           | (3,420,454)                             | 877,692                 | 12,419,076                    | 96,089            | 12,515,165                 
|Resolutions of the General Ordinary Stockholders’ Meeting held on April 11, 2002: |           |                  |           |               |                              |                                       |                                     |                     |                           |               |                            
|Transfer to retained earnings                                                     | -             | -                    | -             | 834,638           | -                                | -                                         | -                                       | (834,638)               | -                             | -                 | -                          
|Increase legal reserve                                                            | -             | -                    | 43,054        | -                 | -                                | -                                         | -                                       | (43,054)                | -                             | -                 | -                          
|Dividends paid (Ps.0.107 per unit)                                                | -             | -                    | -             | (131,774)         | -                                | -                                         | -                                       | -                       | (131,774)                     | -                 | (131,774)                  
|Increase in the reserve for repurchase of units                                   | -             | -                    | -             | (586,842)         | 586,842                          | -                                         | -                                       | -                       | -                             | -                 | -                          
|Repurchase of units for stock purchase plan, net                                  | -             | 2,534                | -             | -                 | -                                | (37,658)                                  | -                                       | -                       | (35,124)                      | -                 | (35,124)                   
|Repurchase of units for treasury stock, net                                       | -             | -                    | -             | -                 | (2,819)                          | -                                         | -                                       | -                       | (2,819)                       | -                 | (2,819)                    
|Decrease in minority interest                                                     | -             | -                    | -             | -                 | -                                | -                                         | -                                       | -                       | -                             | (3,223)           | (3,223)                    
|Comprehensive income (Note 2 .p.)                                                 | -             | -                    | -             | -                 | -                                | -                                         | -(252,576)                              | 862,696                 | 610,120                       | -                 | 610,120                    
|Balance as of December 31, 2002                                                   | 7,615,931     | 1,013,381            | 581,925       | 5,354,372         | 1,141,862                        | (37,658)                                  | (3,673,030)                             | 862,696                 | 12,859,479                    | 92,866            | 12,952,345                 
|Resolutions of the General Ordinary                                               |           |                  |           |               |                              |                                       |                                     |                     |                           |               |                            
|Stockholders’ Meeting held on April 3, 2003:                                      |           |                  |           |               |                              |                                       |                                     |                     |                           |               |                            
|Transfer to retained earnings                                                     | -             | -                    | -             | 820,196           | -                                | -                                         | -                                       | (820,196)               | -                             | -                 | -                          
|Increase legal reserve                                                            | -             | -                    | 42,500        | -                 | -                                | -                                         | -                                       | (42,500)                | -                             | -                 | -                          
|Dividends paid (Ps.0.107 per unit)                                                | -             | -                    | -             | (124,736)         | -                                | -                                         | -                                       | -                       | (124,736)                     | -                 | (124,736)                  
|Reissuance of units for stock purchase plan, net                                  | -             | -                    | -             | -                 | -                                | 37,658                                    | -                                       | -                       | 37,658                        | -                 | 37,658                     
|Reissuance of units for treasury stock, net                                       | -             | 10,308               | -             | -                 | 14,560                           | -                                         | -                                       | -                       | 24,868                        | -                 | 24,868                     
|Increase in minority interest                                                     | -             | -                    | -             | -                 | -                                | -                                         | -                                       | -                       | -                             | 4,503             | 4,503                      
|Comprehensive income (Note 2 .p.)                                                 | -             | -                    | -             | -                 | -                                | -                                         | (198,097)                               | 1,086,031               | 887,934                       | -                 | 887,934                    
|Balance as of December 31, 2003                                                   | 7,615,931     | 1,023,689            | 624,425       | 6,049,832         | 1,156,422                        | -                                         | (3,871,127)                             | 1,086,031               | 13,685,203                    | 97,369            | 13,782,572                 
|Resolutions of the General Ordinary Stockholders’ Meeting held on March 31, 2004: |           |                  |           |               |                              |                                       |                                     |                     |                           |               |                            
|Transfer to retained earnings                                                     | -             | -                    | -             | 1,032,649         | -                                | -                                         | -                                       | (1,032,649)             | -                             | -                 | -                          
|Increase legal reserve                                                            | -             | -                    | 53,382        | -                 | -                                | -                                         | -                                       | (53,382)                | -                             | -                 | -                          
|Dividends paid (Ps.0.1115 per unit)                                               | -             | -                    | -             | (125,218)         | -                                | -                                         | -                                       | -                       | (125,218)                     | -                 | (125,218)                  
|Decrease in minority interest                                                     | -             | -                    | -             | -                 | -                                | -                                         | -                                       | -                       | -                             | (648)             | (648)                      
|Comprehensive income (Note 2 .p.)                                                 | -             | -                    | -             | -                 | -                                | -                                         | -(205,260)                              | 1,717,600               | 1,512,340                     | -                 | 1,512,340                  
|Balance as of December 31, 2004                                                   | 7,615,931     | 1,023,689            | 677,807       | 6,957,263         | 1,156,422                        | -                                         | (4,076,387)                             | 1,717,600               | 15,072,325                    | 96,721            | 15,169,046                 
|The accompanying notes are integral part of these financial statements.           |           |                  |           |               |                              |                                       |                                     |                     |                           |               |                            



CONTROLADORA COMERCIAL MEXICANA, S.A. DE C.V. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN FINANCIAL POSITION
For the years ended December 31, 2004, 2003 and 2002
(In thousands of Mexican pesos of constant purchasing power as of December 31, 2004)

|                                                                                  | 2004          | 2003          | 2002       
|------------------------------------------------------------------------------------- | ------------- | ------------- | -----------
|Operating activities:                                                                 |           |           |            
|Net income                                                                            | Ps. 1,717,600 | Ps. 1,086,031 | Ps. 862,696
|Items applied to income not requiring the use (providing) of funds:                   |           |           |            
|Depreciation and amortization                                                         | 678,665       | 711,640       | 792,651    
|Provision for deferred taxes                                                          | 139,655       | 146,902       | (67,565)   
|Labor obligations                                                                     | 20,684        | 19,996        | 15,848     
|Minority interest                                                                     | 7,788         | 8,520         | 7,725      
|                                                                                  | 2,564,392     | 1,973,089     | 1,611,355  
|Decrease (increase) in:                                                               |           |           |            
|Accounts receivable                                                                   | 596,218       | (551,600)     | (1,717,065)
|Inventories                                                                           | (1,317,871)   | (297,176)     | (48,971)   
|Prepaid and other expenses                                                            | (33,328)      | (69,721)      | 92,778     
|Increase (decrease) in:                                                               |           |           |            
|Trade payables                                                                        | 728,558       | 293,710       | 295,005    
|Taxes payable                                                                         | (18,961)      | (141,322)     | 24,688     
|Other accrued liabilities                                                             | (319,744)     | (73,217)      | 124,929    
|Resources provided by operating activities                                            | 2,199,264     | 1,133,763     | 382,719    
|Financing activities:                                                                 |           |           |            
|(Decrease) increase in short-term debt                                                | -             | (172,689)     | 172,689    
|(Decrease) increase in long-term debt                                                 | (85,642)      | 296,690       | (72,023)   
|Increase (decrease) in financial instruments                                          | 38,459        | 58,699        | (45,924)   
|Paid in-capital                                                                       | -             | 10,308        | 2,534      
|Minority interest                                                                     | (8,436)       | (4,017)       | (10,948)   
|Dividends paid                                                                        | (125,218)     | (124,736)     | (131,774)  
|Reissuance (Repurchase) of units for treasury stock, net                              | -             | 14,560        | (2,819)    
|Units reissued (repurchased) for stock purchase Plan                                  | -             | 37,658        | (37,658)   
|Resources (used in) provided by financing activities                                  | (180,837)     | 116,473       | (125,923)  
|Investing activities:                                                                 |           |           |            
|Increase in investment advance payments and other assets                              | (209,779)     | (56,749)      | (125,929)  
|Acquisitions of property and equipment and leasehold and owned buildings improvements | (2,035,742)   | (1,615,750)   | (811,954)  
|Disposition of property and equipment                                                 | 404,846       | 318,709       | 250,319    
|(Amortization of goodwill) goodwill from the acquisition of one company subsidiary    | (210,849)     | 446,850       | -          
|Resources used in investing activities                                                | (2,051,524)   | (906,940)     | (687,564)  
|Net (decrease) increase in cash and temporary investments                             | (33,097)      | 343,296       | (430,768)  
|Cash and temporary investments at beginning of year                                   | 1,282,631     | 939,335       | 1,370,103  
|Cash and temporary investments at end of year                                         | Ps. 1,249,534 | Ps. 1,282,631 | Ps. 939,335
|The accompanying notes are an integral part of these financial statements.            |           |           |            





---





CONTROLADORA COMERCIAL MEXICANA, S.A. DE C.V. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands of Mexican pesos of constant purchasing power as of December 31, 2004, except for unit amounts)





1.	ORGANIZATION AND BACKGROUND:

Controladora Comercial Mexicana, S.A. de C.V.
  ("CCM") was founded as a partnership on January 28, 1944, as Antonino
  González e Hijo sociedad in simple silent partnership. On July 1, 1957,
  it was incorporated under the name of Comercial Mexicana, S.A.; on March 5,
  1982, it became a limited liability company with variable capital (Sociedad
  Anónima de Capital Variable). On December 9, 1988, the Company changed
  its name to Controladora Comercial Mexicana, S.A. de C.V. (jointly with its
  consolidating subsidiaries, the "Company") and modified its corporate
  by-laws, effective January 1, 1989, to enable it to engage in the business of
  leasing personal property and real estate, and invest in companies engaged in
  the purchase, sale and distribution of groceries and general merchandise in
  Mexico.

2.	SUMMARY OF SIGNIFICANT ACCOUNTING
    POLICIES:

Below is a summary of the principal accounting
  policies followed by the Company, which are in accordance with generally accepted
  accounting principles in Mexico ("Mexican GAAP"):

a) Revenue recognition

Revenue from product sales is recognized at the
  point of sale, except for layaway transactions, which are recognized when the
  customer makes full payment and takes possession of the merchandise in question;
  revenues from membership fees are recognized when collected. Revenues are recognized
  net of discounts.

b) Consolidation

The Company’s investment in significant subsidiary
  companies is 100%, except for the Costco de México Group joint venture,
  which is 50%.

|Subsidiary                                                           | Operations                                                      
|-------------------------------------------------------------------- | ----------------------------------------------------------------
|Tiendas Comercial Mexicana, S.A. de C.V.                             | Operates a chain of 137 stores (135 in 2003).                   
|Tiendas Sumesa, S.A. de C.V. (formerly Super Mercados, S.A. de C.V.) | Operates a chain of 19 stores (17 in 2003).                     
|Restaurantes California, S.A. de C.V.                                | Operates a chain of 58 restaurants (59 in 2003).                
|Costco de México, S.A. de C.V.                                       | Operates a chain of 25 membership warehouse stores (23 in 2003).
|Subsidiary real estate companies                                     | Group of real estate companies.                                 
|Subsidiary service companies                                         | Group of services companies.                                    

The Company consolidates the accounts of all majority-owned
  subsidiaries. The investment in subsidiary companies and all transactions and
  balances between them have been eliminated from these financial statements.

The Company’s investment in the Costco de México
  Group joint venture with Costco Wholesale Corporation meets the joint control
  criteria discussed in International Accounting Standard No. 31. Accordingly,
  the Company reports its investment by means of the proportionate consolidation
  method.

c) Temporary investments

Temporary investments are recorded at market value
  at the balance sheet date. Unrealized gains and losses are included in interest
  income.

d) Inventories and cost of sales

Inventories and cost of sales are initially recorded
  by the retail method, which is equivalent to replacement cost. Due to the high
  inventory turnover; amounts so determined do not exceed market value.

The Company determines and accrues a general valuation
  reserve for shrinking and physical inventory losses based on management’s analysis
  and experience. When applicable, the Company writes down its obsolete or unmarketable
  inventory equal to the difference between the cost of inventory and the estimated
  market value based upon assumptions about future demand and market conditions.

e) Advertising cost

Advertising consists primarily of print, radio
  and television advertisements. Advertising costs are expensed as incurred. For
  the years ended on December 31, 2004, 2003 and 2002, advertising expense were
  Ps.357,000, Ps.402,000 and Ps.452,000, respectively.

f) Vendor discounts

The Company receives discounts from many of the
  vendors whose products the Company buys for resale in its stores. These vendor
  discounts are provided to increase the sell-through of the related products.
  The Company receives discounts for a variety of merchandising activities: placement
  of the vendor’s products in the Company’s advertising; placement of the vendor’s
  products in prominent locations in the Company’s stores; and to compensate for
  temporary price reductions offered to customers on products held for sale at
  retail stores. The Company also receives vendor discounts for purchasing activities,
  such as volume commitment rebates.

g) Property, equipment and leasehold and
    owned buildings improvements

The Company restates property, equipment and leasehold
  and owned buildings improvements on the basis of changes in the National Consumer
  Price Index ("NCPI"), in compliance with Statement B-10 and the amendments
  thereto.

Depreciation and amortization are calculated by
  the straight-line method based on the useful lives of the assets, on acquisition
  cost and restatement. (See Note 6).

h) Long-lived assets

As from January 1, 2004, the Company applies the
  provisions of Statement C-15 "Impairment in the Value of Long-Lived Assets
  and their Disposal", issued by the Mexican Institute of Public Accountants
  ("MIPA"), which establishes, among other things, the general criteria
  for the identification, and, when applicable, the recording of impairment losses
  or for the decrease in the value of tangible and intangible long-lived assets,
  including goodwill. The adoption of this statement had no effect on the Company’s
  financial position or on the net income at December 31, 2004.

The Company evaluates potential impairment losses
  on long-lived assets by assessing whether the unamortized carrying amount can
  be recovered over the remaining life of the assets through undiscounted future
  expected cash flows generated by the assets, with no interest charges. If the
  sum of the expected future undiscounted cash flow is less than the carrying
  amount of the assets, a loss is recorded for the difference between the fair
  value and carrying value of the assets. Long-lived assets are reviewed for impairment
  whenever events or changes in circumstances indicate that the carrying amount
  may not be recoverable and starting in 2004, at the end of each year. Long-lived
  assets for which management has committed to a disposal plan are recorded at
  the lower of the unamortized carrying amount or fair value less disposal cost.

i) Segment reporting

In March 2003, the MIPA issued Statement B-5 "Segment
  Financial Information", which is effective for years beginning as from
  January 1, 2003. That Statement establishes standards for reporting information
  on operating segments. (See Note 16).

j) Pre-opening costs

Costs associated with the opening of new stores
  are expensed in the same fiscal year in which such stores begin operations.



k) Stock option plan

The Company instituted in 2001 a stock option plan for the executives of the Company, by mean of which the executives has the options either on his retirement day at the age of 65 or in the event of change of control of the Company to redeem approximately one year of salary in stock converted at $7.68 pesos per share. The executives then have the option, on the day of any of those two events take place, to pay the outstanding debt with the Company and to retain the difference with the market price. The Company purchased the required number of Shares granted under the terms of the Plan and deposited them in a trust and recognized the Shares deposited in the trust as an other asset. As of December 31, 2004 and 2003, the balance of this other asset account Ps. 230,728 equal to 32,522,666 units and Ps. 257,499 equal to 24,841,534 units respectively.

Previously CCM had another unit sales plan under
  which executives were entitled acquire units on credit. In April 2004, that
  plan come to an end and executives paid the remaining debt. In some cases, the
  units were transferred to the purchasing plan described above.

l) Income tax

Income tax is recorded by the comprehensive asset-and-liability
  method, which consists of recognizing deferred tax on all temporary differences
  between the book and tax values of assets and liabilities. (See Note 15).

Deferred employees’ statutory profit sharing is
  recorded only in respect of temporary differences between book income and income
  adjusted for profit sharing purposes which can reasonably be expected to result
  in a future liability or benefit.

m) Pension plans, seniority premiums and indemnities

Under the Mexican Federal Labor Law, the Company’s
  Mexican employees are entitled to seniority premiums after 15 years of service
  or upon dismissal, disability or death. Under Statement D-3, "Labor Obligations",
  the actuarially determined projected benefit obligation is computed using estimates
  of salaries that would be in effect at the time of payment. Employees not yet
  eligible for seniority premiums are also included in the determination of the
  obligation, with necessary adjustments based on the likelihood of these employees
  reaching the required seniority. The cost of past service is amortized over
  the average period for employees to reach retirement age. The cost of the retirement
  plans (pensions and seniority premiums), both formal and informal, is recognized
  as an expense in the years in which the services are rendered, based on studies
  made by independent actuaries using the projected unit credit method. (See Note
  10).

According to the Mexican Federal Labor Law, other
  compensation, based on length of service, to which employees may be entitled
  in the event of dismissal or death, is charged to income in the year in which
  it becomes payable.

n) Foreign currency transactions

Transactions in foreign currencies are recorded
  at the rates of exchange prevailing on the dates they are entered into and/or
  settled. Assets and liabilities denominated in such currencies are stated at
  the Mexican peso equivalents resulting from applying the rates in effect on
  the balance sheet dates. Exchange differences arising from fluctuations in the
  exchange rates between the transaction and settlement dates, or the balance
  sheet date, are charged or credited to income. (See Note 14).

o) Financial instruments

The Company follows the guidelines of amended
  Statement C-2, "Financial Instruments", for the recognition and disclosure
  of derivative financial instruments. For instruments not qualifying as hedges,
  Statement C-2 requires the recognition of an asset or a liability arising from
  the difference between the acquisition cost and the fair value of said instruments.
  Subsequent fair value adjustments are reflected in the statement of income.

Derivative financial instruments are used by the
  Company primarily to manage its (i) interest rate risk and (ii) foreign exchange
  risk. Interest rate swaps are used by the Company consistent with their interest
  rate risk objectives.

p) Comprehensive income

Statement B-4, "Comprehensive Income",
  requires that the various components of stockholders’ equity resulting from
  non-owner transactions be shown in the statement of changes in stockholders’
  equity under comprehensive income.

Comprehensive income is represented by the net
  income plus the gain or loss from holding non-monetary assets, and items required
  by specific accounting standards to be reflected in stockholders’ equity, but
  which do not constitute capital contributions, reductions or distributions.
  Comprehensive income is restated on the basis of NCPI factors.

q) Use of estimates

Preparation of the financial statements in conformity
  with Mexican GAAP requires the Company’s management to make estimates that affect
  the reported amounts of assets and liabilities and disclosure of contingent
  assets and liabilities at the dates of the financial statements and the reported
  amounts of revenues and expenses during the reporting periods. Therefore, actual
  results could differ from those estimates.

r) Earning per unit

Earning per unit is computed by dividing the net
  income by the weighted average number of units outstanding each year.

s) New accounting standards

Statement B-7, "Business Acquisitions",
  went into effect on January 1, 2005. It establishes, among other things, the
  purchase method as the only method of accounting for the acquisition of a business
  and changes to the accounting treatment of goodwill. It eliminated the amortization
  of goodwill as from the date on which that statement went into effect and instead
  subjects it to annual impairment tests. The statement also provides specific
  rules for the acquisition of minority interests and the transfer of assets or
  the exchange of shares between entities under common control. The adoption of
  these statement will result in a credit to income of Ps.236,001 due to the reversal
  of the excess of book value over the cost of shares of a subsidiary company
  (negative goodwill) pending accretion at December 31, 2004.

The amendments to Statement C-2, "Financial
  Instruments", went into effect on January 1, 2005. It requires that the
  effects of valuing investments available for sale be recorded in stockholders
  equity and not in income for the year, and includes rules for determining the
  effects of impairment of financial instruments.

Statement C-10 "Derivative Financial Instruments
  and Coverage Operations", went into effect in January 2005. Aside from
  providing recording, valuation and disclosure criteria applicable to all derivative
  financial instruments, the statement also requires that the effectiveness of
  cash-flow hedges and of the net investment in subsidiaries located abroad be
  evaluated and that the effective portion of the gains or losses on hedging instruments
  be recorded in comprehensive income.

The amendments to Statement D-3, "Labor Obligations",
  went into effect on January 1, 2005. These amendments provide additional valuation
  and the disclosure rules for recognizing severance payments for reasons other
  than restructuring.



3.	EFFECTS OF INFLATION ON THE FINANCIAL
    STATEMENTS:

The consolidated financial statements of the Company
  have been prepared in accordance with Statement B-10, "Recognition of the
  Effects of Inflation on the Financial Information," as amended, issued
  by the MIPA. The financial statements have been presented in pesos of constant
  purchasing power as of December 31, 2004 so that they are comparable to financial
  information as of that date, as follows:

The balance sheets have been restated at constant
  pesos as of December 31, 2004 using the NCPI as of that date.

The statements of income have been restated at
  constant pesos as of December 31, 2004 using the NCPI for the month in which
  the transactions were carried out.

The NCPI used to restate prior year’s financial
  statements are as follows:

|  | Inflation for the period | Cumulative inflation at December 31, 2004
|----- | ------------------------ | -----------------------------------------
|2002  | 5.70%                    | 15.60%                                   
|2003  | 3.97%                    | 9.37%                                    
|2004  | 5.19%                    | 5.19%                                    



The following items are the result of recognition
  of the effects of inflation on the financial information.

Capital stock and earned capital

Capital stock, capital reserves and retained earnings
  represent the value of these items, stated in purchasing power as of the most
  recent balance sheet date, and are determined by applying factors derived from
  the NCPI to the historical amounts.

Paid in-capital

Unit premiums represent the difference between
  the payment for the units subscribed and the nominal value of those units, which
  is restated by applying NCPI factors.

Deficit in the restatement of capital

The deficit in the restatement of capital is composed
  mainly of the initial cumulative effects of inflation and of the loss from holding
  non-monetary assets such as property, equipment, leasehold and owned buildings
  improvements and inventories, restated in Mexican pesos of purchasing power
  as of the most recent balance sheet date.

In 2004 and 2003, the deficit in the restatement
  of capital is due to inventories being valued at replacement cost instead of
  being restated for the change in general price level.

Gain on monetary position

The gain on monetary position represents the inflation
  gain, measured in terms of the NCPI, on net monthly monetary assets and liabilities
  for the year, expressed in pesos of purchasing power as of the most recent balance
  sheet date.

4.	OTHER ACCOUNTS AND NOTES RECEIVABLE:

At December 31, other accounts and notes receivable
    consist of the following:

|                                           | 2004          | 2003         
|---------------------------------------------- | ------------- | -------------
|Mexico City government (1)                     | Ps. 935,582   | Ps. 1,093,198
|Lease receivables                              | 13,686        | 8,882        
|Receivables from employees (2)                 | 23,685        | 91,308       
|Value-added tax and income tax receivables     | 977,972       | 1,323,108    
|Trade accounts pertaining to credit card sales | 249,961       | 268,924      
|Others                                         | 94,208        | 43,437       
|                                           | Ps. 2,295,094 | Ps. 2,828,857

(1)	In the fourth quarter of 2004 and 2003,
    the Company participated in a public bidding process and was awarded a voucher
    contract by the Government of Mexico City. This contract accounted for approximately
    Ps.1,550,000 in 2004 and Ps.1,536,000 in 2003 and benefited approximately
    310,000 and 305,000 program participants, respectively. Pursuant to this contract,
    the Company offered all program participants a 35.68% discount in 2004 and
    26.62% in 2003 on all merchandise. The Company recorded an account receivable
    and deferred revenue of approximately Ps.997,000 in 2004 and Ps.1,127,000
    in 2003. Revenue is recorded when customers purchase merchandise using the
    vouchers. As of December 31, 2004, the recorded revenue from this program
    was Ps.565,000 in 2004 and Ps.490,000 in 2003.

(2)	Primarily in 2003 receivables arising
    from installment sales under the employees’ stock option plan. The non-current
    portion of receivables from the stock option plan, which amounted Ps.49,751
    in 2003, is included in other assets.

5.	RELATED PARTIES:

The Company’s majority stockholders own a controlling
  interest in Nova Distex, S.A. de C.V. (Nova Distex), a textile manufacturer
  and property management company. The Company provides management services to
  Nova Distex and purchases textiles for resale in its stores.

At December 31, accounts receivable and payable
  consist of the following:

|                           | 2004         | 2003        
|------------------------------ | ------------ | ------------
|Accounts receivable:           |          |         
|Nova Distex, S. A. de C. V.    | Ps. 11,755   | Ps.        -
|Gasomer, S.A. de C.V.          | 5,648        | -           
|Costco de Mexico, S.A. de C.V. | 2,658        | -           
|Other                          | 337          | -           
|                           | Ps. 20,398   | Ps.        -
|Accounts payable:              | -            | -           
|Nova Distex, S. A. de C. V.    | Ps.        - | Ps. 4,418   
|Other                          | -            | 509         
|                           | Ps.        - | Ps. 4,927   

The following table summarizes the amounts recorded
  in the Company’s accounts, which relate to transactions with related parties.

|                                                 | 2004       | 2003       | 2002      
|---------------------------------------------------- | ---------- | ---------- | ----------
|Purchases                                            | Ps. 74,589 | Ps. 60,407 | Ps. 82,678
|Purchase of Almacenes de Queretaro, S.A. de C.V.     | -          | 36,817     | 133,339   
|Lease expenses                                       | 11,193     | 5,961      | -         
|Sale of fixed assets                                 | -          | -          | 43,746    
|Sale of 100% ownership Servicios Mills, S.A. de C.V. | -          | 55,751     | -         
|Other lease revenues                                 | 18,572     | 22,637     | -         
|Sales of inventory                                   | -          | 15,104     | -         



6.	PROPERTY, EQUIPMENT AND LEASEHOLD
    AND OWNED BUILDINGS IMPROVEMENTS:

Property, equipment and leasehold and owned buildings
  improvements consist of the following at December 31:

|                                                               | 2004           | 2003           | Average Depreciation Rate
|------------------------------------------------------------------ | -------------- | -------------- | -------------------------
|Buildings                                                          | Ps. 7,815,441  | Ps. 7,258,779  | 2%                       
|Store fixtures                                                     | 4,235,456      | 3,971,789      | 10%                      
|Electronic equipment                                               | 1,035,081      | 987,774        | 25%                      
|Office fixtures                                                    | 99,998         | 94,573         | 10%                      
|Leasehold and owned buildings improvements                         | 2,570,980      | 2,525,489      | 5 % to 8 %               
|                                                               | 15,756,956     | 14,838,404     |                      
|Less: accumulated depreciation and amortization                    | 6,492,283      | 6,110,119      |                      
|                                                               | 9,264,673      | 8,728,285      |                      
|Land                                                               | 8,900,668      | 8,203,240      |                      
|Construction in progress and advances for purchase of fixed assets | 142,567        | 424,152        |                      
|                                                               | Ps. 18,307,908 | Ps. 17,355,677 |                      

Depreciation expense amounted to Ps.678,665, Ps.711,640 and Ps.792,651, for the years ended December 31, 2004, 2003 and 2002, respectively.

7.	DEBT:

Total debt as of December 31 consists of the following
  obligations:

|                                                                                                                                                                                                                                                                                                                                                                             | 2004          | 2003         
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------- | -------------
|Private placement of U.S.$100 million due 2010 divided in two series. (i) U.S.$98 million Series A notes at a fixed interest rate of 6.10% payable semi-annually, and annual amortization in equal amounts beginning in the third year. (ii) U.S.$2 million Series B notes at a fixed rate of 6.70%, payable semi-annually, with amortization on the due date (1). (See Note 8). | Ps. 1,115,100 | Ps. 1,181,494
|Direct bank loan in Mexican pesos, payable semi-annually from September 2006 to September 2008, at a local interest rate (9.61% at the end 2004) plus 65 basis points, payable monthly.                                                                                                                                                                                          | 400,000       | 420,760      
|Debenture bonds of 172.9 million Investment Units (UDIs) maturing in 2010 at a fixed interest rate of 8.00%, payable semi-annually (2).                                                                                                                                                                                                                                          | 611,152       | 609,640      
|Total long-term debt                                                                                                                                                                                                                                                                                                                                                             | Ps. 2,126,252 | Ps. 2,211,894



(1)	On June 9, 2003, CCM issued in a private
    placement, Senior Unsecured Notes of U.S.$100 million, due 2010, divided into
    two series: (i) U.S.$98 million Series A notes at a fixed interest rate of
    6.10%, payable semi-annually, and annual amortization in equal amounts as
    from the third year. and (ii) U.S.$2 million of Series B notes at a fixed
    rate of 6.70%, payable semi-annually, with amortization on the due date. These
    notes are neither listed for trading on any stock exchange nor approved for
    quotation through any quotation system. These notes are subject to certain
    covenants that, among other things, limit the ability of the Company and its
    Subsidiaries (as defined) as follows: (i) the Company may not make certain
    restricted payments; (ii) the Company will ensure that at all times Tiendas
    Comercial Mexicana, S.A. de C.V. is a Subsidiary Guarantor, all Wholly-Owned
    Subsidiaries that are Material Subsidiaries are Subsidiary Guarantors and
    the Company and all of the Subsidiary Guarantors account for not less than
    80% of Consolidated Assets, excluding the consolidated assets of Costco de
    Mexico, S.A. de C.V.; (iii) there are restrictions on any Subsidiary consolidating
    or merging with any other corporation or conveying, transferring or leasing
    substantially all of its assets in a single transaction or series of transactions;
    (iv) no liens may by placed upon or with respect to any property or assets
    of the Company or any Subsidiary; (v) the Company may not engage in any material
    line of business that is materially different; (vi) no Subsidiary may create,
    assume, incur, guarantee or otherwise become liable in respect of any Indebtedness.

(2)	In December 2000, CCM entered into a
    program that provides for the issuance of up to Ps.1.5 billion of debentures.
    As part of this program, CCM issued 1,729,000 debentures with a face value
    of 100 Investment Units (UDI’s) each, equivalent to 172.9 million Investment
    Units (UDI’s) over a ten-year term, subject to fixed interest rate of 8.00%,
    plus the increase in the NCPI issued by Banco de Mexico for the value of each
    UDI. Interest accrued on the debentures will be paid semi-annually on June
    8 and December 8 of each year. The program contains certain financial covenants,
    including: (i) limitations on the acquisition of additional debt; (ii) limitations
    on encumbrances; (iii) limitations on mergers, spin-offs or the sale of assets;
    (iv) limitations on the payment of dividends; and (v) the debentures must
    be pari passu with other indebtedness.

On June 2, 2003, CCM was authorized by Mexican
  National Bank Commission to launch a local short-term debenture program in pesos,
  as follows:

|Type of bonds:    | Short term local debenture program                                  
|----------------- | --------------------------------------------------------------------
|Amount:           | Ps. 1,000,000                                                       
|Settlement:       | Up to 360 days from the date of issuance                            
|Interests payment | Interest is payable in advance upon issuance or payable at maturity.

At December 31, 2004 and 2003, the Company had
  an aggregate of over Ps.7,360 million and Ps.5,872 million of available credit,
  respectively, through unused uncommitted lines of credit with eight banking
  institutions in both years, under which the Company may borrow in pesos or,
  at its option, in U.S. dollars (converted to pesos at the exchange rate in effect
  at the time of the borrowing). The terms and conditions of such lines of credit
  will be determined at the time they are utilized. The Company renews its bank
  lines of credit on a yearly basis. The bank credit lines contain no financial
  covenants.

In 2004, 2003 and 2002, CCM paid Ps.149,770, Ps.157,625
  and Ps.161,763, respectively, of interest on debt.

The Company has, from time to time, entered into
  interest rate and currency swap agreements designed to modify the interest characteristics
  of outstanding debt or limit exposure to increasing interest rates and to manage
  currency risk, in accordance with its interest rate and currency risk management
  policy. For interest rate swaps, the differential to be paid or received as
  interest rates change is accrued in the balance sheet and recognized as gain
  or loss from forward agreements in the income statement.

8.	FINANCIAL INSTRUMENTS:

The following tables sets forth original notional
  amounts, market values for each instrument and category at December 31, 2004
  and 2003. CCM uses such instruments to decrease interest rate and currency risks.
  Open positions have been valued at estimated fair value. In most cases, the
  due date for instruments matches the assets or liabilities they are intended
  to cover.

|                   | 2004            |           | 2003            |       
|---------------------- | --------------- | ------------- | --------------- | ----------
|Operation              | Notional Amount | Fair Value    | Notional Amount | Fair Value
|Interest rate swaps    | Ps. 3,719,640   | Ps. (180,896) | Ps. 2,214,968   | Ps. 58,699
|Exchange rate forwards | 367,983         | 56,306        | -               | -         
|Exchange rate options  | 546,342         | 221,748       | -               | -         
|Total                  | -               | Ps. 97,158    | -               | Ps. 58,699

As of December 31, 2004, 2003 and 2002, CCM credited
  (charged) financial derivative operations Ps.87,891, (Ps.477) and Ps.54,163,
  respectively, to income for the year.

9.	LEASES:

The Company leases certain retail locations, warehouses
  and distribution space under operating leases. Some leases require that the
  fixed portion of the rent be negotiated annually. Certain leases also provide
  for contingent rentals based on the sales revenue of the individual stores or
  restaurants. As leases expire, they can be expected to be renewed or replaced
  in the normal course of business.

Total rent expense for operating leases for each
  of the three years ended December 31 is as follows:

|                  | 2004        | 2003        | 2002       
|--------------------- | ----------- | ----------- | -----------
|Base lease            | Ps. 233,956 | Ps. 221,129 | Ps. 191,929
|Contingent lease      | 82,790      | 82,275      | 85,272     
|Total leasing expense | Ps. 316,746 | Ps. 303,404 | Ps. 277,201

Minimum lease commitments under non-cancelable
  operating leases at December 31, 2004 are as follows:

|                | Amount       
|------------------- | -------------
|2005                | Ps. 233,956  
|2006                | 233,956      
|2007                | 233,956      
|2008                | 233,956      
|2009 and thereafter | 901,294      
|                | Ps. 1,837,118

10.	RETIREMENT COMPENSATIONS:

Retirement Trust

An irrevocable retirement trust fund was set up
  in 2003. Two of the Company’s subsidiaries contributed cash equivalent to 1%
  and 1.5% of their employees’ salaries. Employees of these subsidiaries are entitled
  to the accumulated amounts upon retirement. The Company canceled the retirement
  plan outstanding at December 31, 2002, and the accumulated employees’ fund will
  be distributed as beneficiaries reach retirement age.

Seniority Premium and Allowance Plan

The Company has established a retirement plan
  at one of its subsidiaries, to which employees do not contribute. Benefits under
  this plan are mainly based upon employee’s length of service and remuneration
  at retirement. This plan’s obligations and costs, as well as seniority premium
  to which employees are entitled after 15 years of service, are recorded on the
  basis of actuarial studies made by independent experts.

The net cost for the period was Ps.20,684, Ps.19,996
  and Ps.15,848 in 2004, 2003 and 2002, respectively.

The amounts of projected benefits for labor obligations
  at December 31, 2004 and 2003 (See Note 2.m.) are as follows:
 
    2004
    2003Accumulated benefit obligation
    Ps. 135,440
    Ps. 146,686Additional projected benefits
    26,119
    12,079Projected benefit obligation
    161,559
    158,765Less:
     
     Plan assets
    (36,742)
    (32,908)Projected benefit obligation in excess of plan
      assets
    124,817
    125,857Net transition assets, changes in assumption and
      adjustments based on experience
    1,443
    14,810Accrued liabilities
    Ps. 126,260
    Ps. 140,66711.	STOCKHOLDERS’ EQUITY:
The authorized capital stock is comprised of 1,086,000,000
  B and BC related units with no stated value. At December 31, 2004 there are
  744,015,610 and 341,984,390 subscribed and paid in B an BC units, respectively
  (747,551,610 and 338,448,390 in 2003).
Each stockholder owns either one BC unit consisting
  of three B shares and one C share, or one B unit consisting of four B shares,
  both of which trade on the Mexican Stock Exchange.
The nominal capital stock, with a stated value
  of Ps.1,737,600, consists of Ps.298,258 of cash contributions, Ps.909,632 of
  capitalized profits and Ps.529,710 of capitalized effects of restatement.
At the General Ordinary Stockholders’ Meeting
  held on March 31, 1992, a resolution was passed approving the creation of a
  reserve for the temporary repurchase of CCM units. Subsequently, at the General
  Ordinary Stockholders’ Meeting held on April 11, 2002, it was agreed to
  increase that reserve to Ps.1,000,000. The reserve fluctuates as CCM purchases
  and sales its own units in the stock market. There were no repurchases or sales
  by CCM of its units in 2004. In 2003, Ps.14,560 of that reserve had been used
  for the repurchase of Company units.
The profit for the period is subject to the legal
  provision requiring at least 5% of the profit for each period to be set aside
  to increase the legal reserve until it reaches an amount equivalent to 20% of
  the capital stock.
Dividends are not subject to income tax if paid
  from the Net Tax Profit Account. Any dividends paid in excess of that account
  are subject to a tax equivalent to 42.85%, 40.84% or 38.91% depending on whether
  paid in 2005, 2006 or 2007, respectively. The tax is payable by the Company
  and may be credited against its income tax in the same year or the following
  two years. Dividends paid from previously taxed profits are not subject to tax
  withholding or additional tax payment.
At December 31, 2004, cumulative earnings that
  have been subject to income tax and can be distributed by CCM free of Mexican
  withholding tax were approximately Ps.432,577 (Ps.304,289 in 2003).
In the event of a capital reduction, any excess
  of stockholders’ equity over capital contributions, the latter restated
  in accordance with the provisions of the Income Tax Law, is accorded the same
  tax treatment as dividends.
12.	COMMITMENTS AND CONTINGENCIES:
a.	CommitmentsOn February 11, 2003, CCM signed a Master Contract
  with Soficole, N.V., Auchan, S.A., Flooragest, B.V. and Societe Domaine de Bonne
  Nouvelle, S.A.R.L. (the "Sellers") to purchase the shares of Controladora
  Auchan Mexicana, S.A. de C.V. (CAM) and Auchan, S.A. de C.V. (Amex). Under the
  terms of the respective contract, CCM has exclusive governance over CAM operations,
  but does not receive the shares of CAM until such time as the purchase price
  is completely paid over to the sellers.
On March 1st, 2003, CCM executed the purchase
  of Amex shares and took over the operation of five retail stores located in
  the central Mexico, which were converted into Megas stores.
At the end of 2004, Ps.236,001 remains as negative
  goodwill from the purchase of the Amex shares, which will be credited to net
  income in 2005. (See Note 2.s.)
CAM owns the five store buildings and additional
  land. According to the contracts, CCM will make six payments, without interest,
  in respect of the CAM shares beginning in February 2003, which under the purchase
  contract will be kept in trust until the last payment is made. Under the terms
  of the contract, CCM has the right and obligation to a) conduct the business
  in a diligent and efficient manner, b) maintain the accounting systems and keep
  the accounting records, c) operate, maintain and monitor all the real estate
  properties, d) manage all legal matters required to operate the business, e)
  provide quarterly and annual consolidated financial statements to the sellers,
  and f) vote at the annual shareholder’ meeting. Also, in managing CAM
  operations and assets, CCM is not allowed to a) contract additional debt that
  limits CAM’s payment capacity, b) acquire or lease properties for CAM
  in an amount that exceeds U.S.$250,000 without the Seller’s consent, c)
  use CAM’s real estate assets as collateral, d) merge the CAM real estate
  companies, or e) substantially modify CAM’s real estate properties without
  the Seller’s consent. In the event CCM fails to cover the payments, share
  ownership and partial payments made will be lost.
The payment schedule is as follows:
 
    (thousands)February 28, 2003
    U.S.15,000February 28, 2004
    20,000February 28, 2005
    25,000February 28, 2006
    20,000February 28, 2007
    20,000February 28, 2008
    20,000On December 19, 2003, a purchase price adjustment
  for the Amex and CAM shares was concluded and the original price was reduced
  by U.S.$1.8 million. In January 2004, CCM received the payment for that amount.
On December 31, 2004, CCM recorded the Ps.388,473
  (U.S.$33.2 million) payments of the CAM shares under investment advance payments.
On February 28, 2005, CCM made the third payment
  of Ps.277,563 (U.S.$25 million).
b.	ContingenciesThe Company has contingencies for personnel compensation
  payments under the Labor Federal Law. At December 31, 2004 and 2003, there were
  no liabilities of that nature.
13.	STOCK OPTION PLAN:
The Company instituted in 2001 a new stock option
  plan for key employees under which key employees were granted rights to purchase
  an amount of BC Units equal to approximately one year of their salary, converted
  at $6.13 and $7.68 pesos per share. These options are exercisable only on either
  the optionholder's date of retirement from the Company or the date which the
  optionholder’s turns 65 years of age. Upon exercise, the employee will
  receive the appreciation of the BC Units in cash. Options to purchase a total
  of 32,522,666 BC Units had been granted to employees at December 31, 2004 (24,841,534
  at December 31, 2003). The balance of this other asset account Ps. 257,499 in
  2004 (Ps. 343,904 in 2003).
We had a stock option plan for key employees
  under which key employees were granted rights to purchase BC Units at no less
  than 100% of the market price on the date the options were granted. The rights
  vested equally over a five-year period. We purchased the required number of
  BC Units granted under the terms of the plan in the stock market and deposited
  them in an employee's trust. When the options were exercised, the employees
  had the option to pay us an amount based on the exercise price of the option
  and receive the stock certificates from the employee trust, or to receive the
  appreciation of the BC Units in cash. In April 2004, that plan expired and all
  outstanding options were exercised. Upon the cancellation of the stock option
  plan, 7,681,132 BC Units were remaining in the employee's trust and are being
  granted in connection with a new stock option plan.
A summary of changes in the stock purchase plan
  during 2004, 2003 and 2002 is as follows:
 
    Number of Units
    Weighted Average Exercise PlanOutstanding at January 1, 2002
    20,765,432
    Ps. 7.05Granted
    1,101,216
    6.60Exercised
    (218,779)
    7.49Cancelled
    (1,679,479)
    7.41Outstanding at December 31, 2002
    19,968,390
    Ps. 7.00Granted
    11,541,661
    6.89Exercised
    (18,286,569)
    9.53Cancelled
    (3,360,052)
    7.16Outstanding at December 31, 2003
    9,863,430
    Ps. 7.57Granted
    -
    -Exercised
    (1,228,331)
    12.86Cancelled
    (953,967)
    7.68Transfer to new plan
    (7,681,132)
    7.68Outstanding 31 December 31, 2004
    -
    -Outstanding stock options
  at December 31, 2003, are as follows:
Outstanding
    ExercisableExercise Price Range
    BC Units
    Average Life (a)
    Average Exercise Price
    BC Units
    Average Exercise PricePs. 5.00-7.00
    2,857,853
    5.4
    Ps. 5.42
    1,023,055
    Ps. 5.257.01-10.00
    7,005,577
    5.8
    8.45
    1,628,563
    8.29Total
    9,863,430
    5.68
    Ps. 7.57
    2,651,618
    Ps. 7.02(a) average contractual life remaining in years.CCM has a new plan for the sale of units over
  the long term. Those units may be acquired by executives under certain circumstances.
  Accounts receivable arising from the long-term purchasing plan are recorded
  in the other assets account. A total of 32,522,666 units had been granted to
  executives at December 31, 2004 (24,841,534 at December 31, 2003).
14.	FOREIGN CURRENCY POSITION:
The foreign currency position as of December 31
  is as follows:
Year-end Exchange Rates(1) 
    2004
    2004
    2003
    2004
    2003Assets:
     
     
     
     
     U.S. Dollars:
     
     
     
     
     Investments in securities
    Ps.   306,508
    U.S.$   27,487
    U.S.$   26,709
    Ps. 11.151
    Ps. 11.232Liabilities:U.S. Dollars:
     
     
     
     
     Debt and other liabilities
    Ps. 1,911,917
    U.S.$ 171,457
    U.S.$ 150,577
    Ps. 11.151
    Ps. 11.232(1) In pesos per U.S. dollar.As of December 31, 2004 and 2003, the Company
  had foreign non-monetary assets, or whose replacement cost is determined in
  foreign currency, as detailed below:
 
    2004
    2004
    2003Computer equipment
    Ps. 848,725
    U.S.$ 76,112
    U.S.$ 72,449Inventories
    358,549
    32,154
    18,091Total
    Ps.1,207,274
    U.S.$ 108,266
    U.S.$ 90,540Other transactions carried out in U.S. dollars,
  for the years ended December 31 are summarized below:
 
    2004
    2004
    2003Net export and import of goods and services
    Ps. 2,844,932
    U.S.$255,128
    U.S.$248,002Technical advisory Services
    25,435
    2,281
    1,925Interest payments
    68,824
    6,172
    9,939Total
    Ps. 2,939,191
    U.S.$263,581
    U.S.$259,866As of March 18, 2005, date of issuance of the
  independent auditors’ report, the exchange rate was Ps.11.17 per U.S.
  dollar as published by brokerage houses.
15.	INCOME TAX:
At December 31, 2004, 2003 and 2002, income tax
  and employees’ profit sharing provision are summarized as follows:
 
    2004
    2003
    2002Income tax due
    Ps. 22,214
    Ps. 73,022
    Ps. 89,897Deferred income tax
    241,128
    233,256
    91,108Assets tax
    34,600
    27,811
    44,668Employees’ statutory profit sharing
    4,565
    5,326
    9,155Gain on monetary position from the initial effect
      of deferred income tax
    (101,473)
    (86,354)
    (158,673)Total
    Ps. 201,034
    Ps. 253,061
    Ps. 76,155For Mexican GAAP purposes, the financial statement
  carrying amounts utilized in the determination of the deferred tax assets and
  liabilities include the inflation adjustment described in Note 3, and their
  respective tax bases also include the effects of inflation based on tax regulations.
In 1989, the Company received authorization from
  the Mexican Treasury Department to consolidate its tax result with those of
  its controlled companies.
As of December 31, 2004, the Company had consolidated
  tax losses of approximately Ps.1,629,578, which will reduce consolidated taxable
  income in future years up to 2014. In addition, the Company has operating loss
  carryforwards, which have been generated by subsidiary companies prior to their
  inclusion in the consolidated income tax calculation. Accordingly, the individual
  subsidiary companies must generate taxable income for the group to utilize such
  losses.
Tax loss carryforwards will expire as follows:Years ended December 31,2005
    Ps.          
      272006
    117,5542007
    37,8412008 and Thereafter
    1,474,156 
    Ps. 1,629,578Prior to January 1, 2005, inventory purchases
  were deductible for tax purposes. Due to a change in the Mexican Income Tax
  Law commencing January 1, 2005, cost of sales, instead of purchases, are deductible
  for tax purposes. The existing inventory as of December 31, 2004 will be deductible
  because the Company has adopted a transitional rule that permits its deduction
  at the time it is consumed. The Company will be required to recognize as taxable
  income the aforementioned deduction, net of the tax loss carryforwards it may
  have, over the next several years and subject to other specific criteria.
Assets tax paid may be utilized as a credit against
  future income tax during the years in which the Company’s income tax in
  exceeds assets tax. Asset tax is available as a carryforward for up to ten years
  and is subject to restatement based on the NCPI when utilized. As of December
  31, 2004, assets tax of Ps.572,749 is available as a tax loss carryforward,
  and expires from 2005 to 2014.
At December 31, the main temporary differences
  on which deferred income tax is recognized are summarized as shown below:
 
    2004
    2003Inventories
    Ps. 1,634,032
    Ps. 1,404,860Fixed assets
    1,672,084
    1,881,556Tax loss carryforwards
    (487,160)
    (552,005)Other net items
    (64,867)
    (35,146)Assets tax carryforwards
    (572,749)
    (642,628)Deferred income tax payable
    Ps. 2,181,340
    Ps. 2,056,637As a result of the changes to the Income Tax Law
  approved on November 13, 2004, the income tax rate will be 30%, 29% and 28%,
  in 2005, 2006 and 2007, respectively. The effect of these tax rate reduction
  is a decrease in the deferred income tax liability by Ps.206,348 in 2004, increasing
  the net income by the same amount.
Below is a reconciliation of the statutory income
  tax rate of the actual current income tax rate for the year ended December 31:
 
    2004
    2003
    2002Income tax computed at statutory tax rate
    33%
    34%
    35%Depreciation and amortization
    (13%)
    3%
    (19%)Inventories
    (2%)
    (2%)
    (6%)Inflationary interest adjustment and net monetary
      gain (B-10)
    (2%)
    (4%)
    (24%)Provisions
    2%
    10%
    19%Others
    (8%)
    1%
    14%Tax loss carryforwards
    (2%)
    (26%)
    (17%)Provision for current and deferred taxes
    8%
    16%
    2%16.	SEGMENT INFORMATION:
The Company’s reportable business segments
  are disclosed in compliance with Statement B-5, "Financial Information
  by Segment".
The Company is mainly engaged in the operation
  of supermarkets and mass merchandising stores in Mexico.
The Company operates in three segments: (1) the
  CCM Group, which includes the Comercial Mexicana and Bodega supermarkets and
  Mega hypermarkets, and comprises its core business, (2) the Costco de México
  Group, which operates Costco de Mexico, its joint venture with Costco Wholesale
  Corporation, and (3) the Other Group, which includes its Sumesa stores and Restaurantes
  California.
Information under Mexican GAAP on the Company’s
  reportable segments is provided below:
As of and for the year ended December
      31, 2004
    CCM Group
    Costco de México Group Joint
      Venture
    Other Group
    TotalNet sales
    Ps. 28,474,745
    Ps. 7,566,457
    Ps. 1,548,172
    Ps. 37,589,374Cost of sales
    22,485,601
    6,552,931
    942,899
    29,981,431Gross profit
    5,989,144
    1,013,526
    605,273
    7,607,943Selling, general and administrative expenses
    4,588,256
    722,476
    527,733
    5,838,465Operating income
    1,400,888
    291,050
    77,540
    1,769,478Integral result of financing
    (149,722)
    (22,964)
    (3,365)
    (176,051)Income taxes(1)
    167,115
    22,470
    11,449
    201,034Net income
    1,389,144
    284,039
    44,417
    1,717,600Property, equipment and leasehold and owned buildings
      improvement
    Ps. 15,677,993
    Ps. 2,829,404
    Ps. 639,501
    Ps. 19,146,898Liabilities
    6,146,333
    933,694
    121,069
    7,201,096Capital expenditures
    1,512,136
    440,362
    83,244
    2,035,742As of and for the year ended December
      31, 2003
    CCM Group
    Costco de México Group Joint
      Venture
    Other Group
    TotalNet sales
    Ps. 28,414,771
    Ps. 6,952,051
    Ps. 1,411,654
    Ps. 36,778,476Cost of sales
    22,486,862
    6,076,359
    852,147
    29,415,368Gross profit
    5,927,909
    875,692
    559,507
    7,363,108Selling, general and administrative expenses.
    4,738,840
    654,719
    491,217
    5,884,776Operating income
    1,189,071
    220,972
    68,289
    1,478,332Integral result of financing
    239,654
    (38,794)
    (4,662)
    196,198Income taxes(1)
    202,763
    32,783
    17,515
    253,061Net income
    804,074
    236,041
    45,916
    1,086,031Property, equipment and leasehold and owned buildings
      improvements
    Ps. 14,730,849
    Ps. 2,502,275
    Ps. 596,723
    Ps. 17,829,847Liabilities
    5,432,238
    954,181
    86,119
    6,472,538Capital expenditures
    1,215,097
    342,760
    57,893
    1,615,750As of and for the year ended December
      31, 2002
    CCM Group
    Costco de México Group Joint
      Venture
    Other Group
    TotalNet sales
    Ps. 27,224,790
    Ps. 6,489,786
    Ps. 1,340,861
    Ps. 35,055,437Cost of sales
    21,683,169
    5,686,212
    809,779
    28,179,160Gross profit
    5,541,621
    803,574
    531,082
    6,876,277Selling, general and administrative expenses
    4,776,863
    616,342
    477,154
    5,870,359Operating income
    764,758
    187,231
    53,929
    1,005,918Integral result of financing
    124,114
    (52,745)
    (6,745)
    64,624Income taxes(1)
    4,432
    77,954
    (6,231)
    76,155Net income
    637,726
    166,374
    58,596
    862,696Property, equipment and leasehold and owned buildings
      improvements
    Ps. 14,348,362
    Ps. 2,359,671
    Ps. 562,148
    Ps. 17,270,181Liabilities
    5,214,123
    847,983
    116,721
    6,178,827Capital expenditures
    511,869
    223,145
    76,940
    811,954(1) Amounts include current and deferred
      income tax, asset tax and employee profit sharing.
17.	DIFFERENCES BETWEEN MEXICAN GAAP AND U.S. GAAP:
The Company’s consolidated financial statements
  are prepared in accordance with Mexican GAAP, which differ in certain significant
  respects from U.S. GAAP.
The reconciliation to U.S. GAAP does not include
  the reversal of the adjustments to the financial statement for the effects of
  inflation required under Statement B-10 and Mexican National Banking and Securities
  Commission ("CNBV") requirements, as amended. The application of Statement
  B-10 represents a comprehensive measure of the effects of price level changes
  in the inflationary Mexican economy and, as such, is considered a more meaningful
  presentation than historical cost-based financial reporting for both Mexican
  and U.S. accounting purposes. The application of Statement B-10 to the U.S.
  GAAP adjustments follows the methodology discussed in Note 3.
The principal differences, other than inflation
  accounting, between Mexican GAAP and U.S. GAAP are presented below together
  with an explanation, where appropriate, of the adjustments that affect the determination
  of the consolidated results of operations (net of effects of minority interest),
  for each of the three years in the period ended December 31, 2004 , 2003 and
  2002 and stockholders’ equity at December 31, 2004 and 2003.
Reconciliation of Net Income

Net income is reconciled as follows:
 
    Year ended December 31, 
     
    2004
    2003
    2002Net income reported under Mexican GAAP
     
    Ps. 1,717,600
    Ps. 1,086,031
    Ps. 862,696U.S. GAAP adjustments:
     
     
     
     Deferred income taxes
    a.
    (6,372)
    (60,299)
    29,511Deferred employee profit sharing
    a.
    (7,401)
    2,419
    (2,489)Compensation gain from stock option plan
    c.
    35,165
    5,432
    17,986Adjustments on minority interest
    e.
    (3,696)
    573
    2,514U.S. GAAP effect on equity in earnings from affiliates
    f.
    (5,007)
    (3,479)
    12,081Effect of inflation accounting on U.S. GAAP Adjustments
    d.
    2,262
    14,192
    473Reverse of the negative goodwill accretion
    g.
    (210,849)
    (148,950)
    -Consolidation of the CAM results for the year
    g.
    24,109
    17,946
    -Financing cost from the CAM long term debt
    g.
    5,179
    (83,889)
    -Total U.S. GAAP adjustments
     
    (166,610)
    (256,055)
    60,076Net income under U.S. GAAP
     
    Ps. 1,550,990
    Ps. 829,976
    Ps. 922,772Weighted average units outstanding (thousands)
     
    1,086,000
    1,079,765
    1,078,225Outstanding units under stock purchase plans
     
    32,523
    34,705
    44,810Diluted weighted average units outstanding (thousands)
     
    1,118,523
    1,114,470
    1,123,035Basic income per unit under U.S. GAAP
     
    Ps. 1.43
    Ps. 0.77
    Ps. 0.86Diluted net income per unit under U.S. GAAP
     
    Ps. 1.39
    Ps. 0.75
    Ps. 0.82
Comprehensive Income

Statement of Financial Accounting Standards ("SFAS")
  No. 130, "Reporting Comprehensive Income" establishes rules for the
  reporting of comprehensive income and its components. Comprehensive income includes
  net income and loss from holding non-monetary assets. The following table summarizes
  the components of comprehensive income under U.S. GAAP for the years ended December
  31, 2004, 2003 and 2002.

 
    Year ended December, 
    2004
    2003
    2002Net income
    Ps. 1,550,989
    Ps.    829,976
    Ps.    922,772Loss from holding non-monetary assets
    (220,211)
    (198,097)
    (252,576)Comprehensive income
    Ps. 1,330,778
    Ps.    631,879
    Ps.    670,196Accumulated comprehensive income at end of year
    Ps. 4,033,562
    Ps. 2,801,230
    Ps. 2,187,097
Reconciliation of Stockholders’ Equity

Stockholder’s equity is reconciled as follows:
 
    December 31, 
     
    2004
    2003Stockholders’ equity under Mexican GAAP
     
    Ps. 15,169,046
    Ps. 13,782,572Approximate U.S. GAAP adjustments:
     
     
     Minority interest net of impact of U.S. GAAP adjustments
    e.
    (96,721)
    (93,673)Deferred income taxes
    a.
    (19,427)
    1,897Deferred employee profit sharing
    a.
    (7,401)
    -US. GAAP Effect Equity in earnings from affiliates
    f.
    (45,505)
    (40,498)Accrued liability under stock option plan
    c.
    -
    (36,990)Receivable under stock option plan
    c.
    (230,728)
    (257,499)Net book value of CAM acquired assets
    g.
    644,779
    620,670Reversal of negative goodwill
    g.
    236,001
    446,413Long term liabilities payables to CAM shareholders
    g.
    (874,910)
    (1,089,333)Reversal of the CAM investment
    g.
    (388,473)
    (179,229)Total U.S. GAAP adjustments
     
    (782,385)
    (628,242)Stockholders equity under U.S. GAAP
     
    Ps. 14,386,661
    Ps. 13,154,330
Analysis of changes in Stockholders’ Equity under U.S. GAAP

 
     
    2004
    2003Stockholders’ equity at beginning of year
     
    Ps. 13,154,330
    Ps. 12,540,196Net income
     
    1,550,989
    829,976Dividends paid
     
    (125,218)
    (124,736)Reissuance of shares for stock option plan, net
     
    -
    37,658.(Repurchase) reissuance of treasury stock
     
    -
    24,868Loss from holding non-monetary assets
    a.
    (220,211)
    (198,095)Change in receivable under stock option plan
    c.
    26,771
    86,403Payments to employees under stock option plan
    c.
    -
    (41,940)Stockholders’ equity at end of year
     
    Ps. 14,386,661
    Ps. 13,154,330
a. Deferred Income Taxes and Employee Profit Sharing
Effective January 1, 2000, the Company adopted
  the provisions of the revised Statement D-4, "Accounting Treatment of Income
  Tax, Asset Tax, and Employee Profit Sharing", for Mexican GAAP purposes.
  Accounting for income taxes in accordance with this statement is similar to
  accounting for income tax in accordance with U.S. GAAP SFAS 109 "Accounting
  for income Taxes" ("SFAS 109").
At December 31, the primary components of net
  deferred tax liability under U.S. GAAP consists of the following:
 
     
    2004
     
    2003 
    SFAS No.109 Applied
      to Mexican GAAP Balances (1)
    SFAS No. 109 Applied
      to U.S. GAAP Adjustments
    SFAS No. 109 Total
    SFAS No. 109 TotalDeferred income tax:
     
     
     
     Short-term:
     
     
     
     Inventories
    Ps. (1,386,624)
    Ps.          
        -
    Ps. (1,386,624)
    Ps. (1,140,174)Deferred revenue
    -
    6,120 (3)
    6,120
    -Accrued vacations
    9,663
    -
    9,663
    10,791Tax loss carryforwards
    437,871
    71,587 (3)
    509,458
    520,966Prepaid expenses
    (6,120)
    -
    (6,120)
    (51,998)Layaway sales
    3,413
    -
    3,413
    26,331Total short-term
    (941,797)
    77,707
    (864,090)
    (634,084)Long-term:
     
     
     
     Fixed assets
    (1,545,175)
    (24,729) (3)
    (1,569,904)
    (1,766,656)Equity investments
    -
    (334,429) (2)
    (334,429)
    (276,120)Deferred revenue
    -
    9,000 (3)
    9,000
    -Prepaid expenses
    (9,000)
    -
    (9,000)
    -Seniority premiums
    23,667
    -
    23,667
    22,809Asset tax credit carryforwards
    543,989
    -
    543,989
    701,376Total long-term
    (986,519)
    (350,158)
    (1,336,677)
    (1,318,591) 
    (1,928,316)
    (272,451)
    (2,200,767)
    (1,952,675)Less valuation allowance on asset tax
    -
    -
    -
    (102,065)Net deferred income tax liabilities
    Ps. (1,928,316)
    Ps. (272,451)
    Ps. (2,200,767)
    Ps. (2,054,740)(1) Does not include deferred taxes on Costco.(2) Deferred tax on Costco equity investment.(3) Deferred tax arising from the consolidation
      of CAM’S financial statements. See note 17g.For the year ended December 31, 2004 and 2003,
  the difference in net deferred tax liabilities between Mexican and US GAAP was
  as follows:
 
    Mexican GAAP
    U.S. GAAP
    DifferenceDeferred tax liability:
     
     
     At December 31, 2003
    Ps. (2,056,637)
    Ps. (2,054,740)
    Ps. 1,897At December 31, 2004
    (2,181,340)
    (2,200,767)
    (19,427)Net Change
    Ps. (124,703)
    Ps. (146,027)
    Ps. (21,324)

 
    Mexican GAAP
    U.S. GAAP
    DifferenceDeferred tax liability:
     
     
     At December 31, 2002
    Ps. (2,261,520)
    Ps. (2,199,324)
    Ps. 62,196At December 31, 2003
    (2,056,637)
    (2,054,740)
    1,897Net Change
    Ps. 204,883
    Ps. 144,584
    Ps. 60,299The net change in the deferred tax liabilities
  during the year ended December 31, 2004 and 2003 was allocated to the following
  components:

 
    Mexican GAAP 2004
    U.S. GAAP 2004
    DifferenceDeferred tax expense:
    Ps. (241,128)
    Ps. (247,500)
    Ps. (6,372)Monetary gain
    101,473
    101,473
    - 
    Ps. (139,655)
    Ps. (146,027)
    Ps. (6,372)

 
    Mexican GAAP 2003
    U.S. GAAP 2003
    DifferenceDeferred tax expense:
    Ps. (233,255)
    Ps. (293,554)
    Ps. (60,299)Monetary gain
    86,353
    86,353
    - 
    Ps. (146,902)
    Ps. (207,201)
    Ps. (60,299)
The effect of the U.S. GAAP deferred tax related adjustment on
  the comprehensive income is as follows:

 
    Mexican GAAP 2004
    U.S. GAAP 2004
    Difference (1)Result from holding non-monetary assets:
    Ps. (205,260)
    Ps. (220,211)
    Ps. (14,951)(1) Reversal of the deferred tax amount recorded
      under Mexican GAAP as part of the proportional consolidation of Costco de
      Mexico.
In 2003, CCM acquired a company with tax loss
  carryforwards. The Company recorded this transaction under EITF 98-11, "Accounting
  for Acquired Temporary Differences in Certain Purchase Transactions That Are
  Not Accounted for as Business Combinations", for both Mexican and US GAAP
  purposes, and recognized a tax asset of Ps.85,672 and a deferred credit of Ps.77,029.
Under Mexican law, employees’ profit sharing
  is computed at 10% of the individual income of each of the Company’s subsidiaries.
  The calculation is based on taxable income adjusted to exclude the effects of
  inflation and asset restatement. While the employee profit sharing provision
  is calculated in a manner similar to income tax, it is classified as an operating
  expense under U.S. GAAP.
The components of net deferred employee profit
  sharing liability under U.S. GAAP consist of the following:
 
    December 31, 
    2004
    2003Deferred employee profit sharing:
     
     Short-term:
     
     Inventories
    Ps. (15,359)
    Ps. (818)Accrued vacations
    3,197
    3,371Total short-term
    Ps. (12,162)
    Ps. 2,553Long-term:
     
     Fixed assets
    (3,037)
    (195)Seniority premiums
    7,798
    7,127Total long-term
    4,761
    6,932Total deferred employee profit sharing before
      reserve
    (7,401)
    9,485Reserve for employee profit sharing
    -
    (9,485)Total deferred employee profit sharing
    Ps. (7,401)
    Ps.        -
The distribution of the net change in deferred
  employee profit sharing under U.S. GAAP for the years ended December 31, 2004,
  2003 and 2002 is provided below:

 
    2004
    2003
    2002Deferred profit sharing income (expense)
    Ps. (7,401)
    Ps. 2,419
    Ps. (2,489)Monetary gain
    -
    -
    70 
    Ps. (7,401)
    Ps. 2,419
    Ps. (2,419)
b. Seniority Premiums and Pension Plan
Liabilities and cost related to pension plans
  and seniority premiums are recorded under Mexican GAAP and under US GAAP according
  to Statement of Financial Accounting Standards No. 87. "Employers’
  Accounting for Pensions", as amended by Statement of Financial Accounting
  Standards No. 132, "Employees Disclosures about Pensions and Other Postretirement
  Benefits". US GAAP requires more extensive disclosure, mainly in relation
  to the components of net cost for the year, assumptions involved in the calculations
  of the cost of the period and projected liability.
The cost of the period is analyzed as follows:
 
    December 31, 
    2004
    2003
    2002Service cost
    Ps. 12,933
    Ps. 13,589
    Ps. 12,965Interest cost
    5,541
    5,074
    3,410Actual return on plan assets
    (1,482)
    (1,729)
    (1,137)Net amortization and deferral
    3,692
    3,061
    609Settlement loss
    -
    -
    -Net cost under U.S. GAAP
    20,684
    19,995
    15,847Net cost under Mexican GAAP
    (20,684)
    (19,995)
    (15,847)Difference to be recognized under U.S. GAAP
    Ps.       -
    Ps.       -
    Ps.       -
Assumptions used in the calculation of net cost as of December
  31, are:

 
    December 31, 
    2004
    2003
    2002Weighted average discount rates
    3.5%
    3.5%
    3.5%Rates of increase in compensation levels
    1.0%
    1.0%
    1.0%Expected long-term return on assets
    4.5%
    4.5%
    5.0%
The seniority premium and pension plan liabilities as of December
  31, 2004 and 2003 are as follows:


 
    2004
    2003Actuarial present value benefit obligations:
     
     Vested benefit obligations
    Ps. (53,007)
    Ps. (83,093)Non-vested benefit obligations
    (82,433)
    (63,592)Accumulated benefit obligations
    (135,440)
    (146,685)Fair value of plan assets
    36,742
    32,907Accumulated benefit obligations in excess of plan
      assets
    Ps.   (98,698)
    Ps. (113,778)Projected benefit obligations
    Ps. (161,559)
    Ps. (158,765)Plan assets
    36,742
    32,907Unfounded projected benefit obligations
    (124,817)
    (125,858)Unfounded projected benefit obligation to be recognized
      in future years:
     
     Unrecognized net gain
    (1,443)
    (14,809)Unfounded projected benefit obligations to be
      recognized in the consolidated balance sheet under U.S. GAAP
    (126,260)
    (140,667)Accrued cost recognized in the consolidated balance
      sheet under Mexican GAAP
    126,260
    140,667Additional liability under U.S. GAAP
    Ps.          
      -
    Ps.          
      -The assets of the seniority premium and pension
  plan trust are invested in equity securities and corporate and government bonds.
The actual investment return of the seniority
  premium trusts based on fair market values is Ps. 2,801 and Ps. 1,438 as of
  December 31, 2004 and 2003, respectively.
Changes in the plan’s funded status and
  plan assets during the year ended December 31, 2004 and 2003 were as follows:
 
    December 31, 
    2004
    2003Change in benefit obligation:
     
     Benefit obligation at beginning of year
    Ps. 158,765
    Ps. 145,849Service cost
    12,933
    13,066Interest cost
    5,541
    4,880Actuarial gain
    (1,377)
    (1,285)Benefits paid
    (14,303)
    (3,745)Benefit obligation at end of year
    Ps. 161,559
    Ps. 158,765Change in plan assets:
     
     Fair value of plan assets at beginning of year
    Ps. 32,908
    Ps. 38,374Actual return on plan assets
    2,801
    1,438Company’s contribution
    7,959
    6,397Benefits paid
    (6,926)
    (1,125)Withdraw of plan assets
    -
    (12,177)Fair value of plan assets at end of year
    Ps. 36,742
    Ps. 32,907

c. Stock Option Plan
As of December 31, 2004, the Company had a stock
  option plan for key employees as described in Note 13. The Company purchased
  the required number of shares granted under the terms of the plan in the stock
  market and deposits them in a trust. Under Mexican GAAP the purchased units
  were recorder as an other assets. Under U.S. GAAP, this purchase would have
  been reflected as a reduction in stockholder's equity as treasury stock.
On October 2, 2003, the Company instituted a
  new stock option plan for key employees under which key employees were granted
  rights to receive the appreciation of an amount of BC Units equal to approximately
  one year of their salary, converted at $7.68 pesos per share. The Company purchased
  in the stock market and deposited into a new employee’s trust the number
  of BC Units required under the terms of the plan less 7,681,132 BC Units, which
  were subsequently transferred into the new employee’s trust. These options
  are exercisable only on either the optionholder’s death, date of retirement
  from the Company or the date which the optionholder turns 65 years of age. Upon
  exercise, the employee’s trust will sell the BC Units in the Mexican stock
  market and the proceeds will be used to pay the employee the appreciation of
  the BC Units in cash, with the remaining balance returned to the Company. Rights
  to receive the appreciation of a total of 32,522,666 BC Units had been granted
  to employees at December 31, 2004 (24,841,534 at December 31, 2003).
During 2004 there were no payments to employees
  upon exercise of the stock appreciation rights. The amounts paid to employees
  upon exercise of the stock appreciation rights amounted to Ps. (41,940) and
  Ps 1,101 during the years ended December 31, 2003, and 2002, respectively.
The following table summarizes the activity in
  treasury stock, under U.S. GAAP, for the three years ended on December 31, 2004.

 
    Units
    Ps.(Thousands)Balance at January 1, 2002
    44,809,924
    Ps. 343,904Purchases
    6,384,196
    37,658Issuance of shares upon exercise of options
    -
    -Balance at December 31, 2002
    51,194,120
    381,562Purchases
    -
    -Issuance of shares upon exercise of options
    (16,489,156)
    (124,063)Balance at December 31, 2003
    34,704,964
    257,499Purchases
    -
    -Issuance of shares upon exercise of options
    (2,182,298)
    (26,771)Balance at December 31, 2004
    32,522,666
    Ps. 230,728
d. Effects of Inflation on U.S. GAAP Adjustments
This item represents the inflation adjustment
  calculated under Statement B-10 applied to the changes in monetary assets and
  liabilities generated by the application of U.S. GAAP to the Company’s
  financial statements.
Effect of inflation accounting on U.S. GAAP adjustments
  for the years ended December 31,

 
    2004
    2003
    2002Adjustment relating to:
     
     
     Deferred income taxes
    Ps.       -
    Ps.       -
    Ps.   15Deferred employee profit sharing
    -
    -
    70Liability under stock purchase plan
    -
    -
    388Receivable under stock option plan and accrued
      liability under stock option plan
    2,262
    779
    -Inflation effect of CAM acquisition
    -
    13,413
    - 
    Ps. 2,262
    Ps. 14,192
    Ps. 473
e. Minority Interest
Under Mexican GAAP, the minority interest in consolidated
  subsidiaries is presented as a separate component within the stockholders’
  equity section in the consolidated balance sheet. For U.S. GAAP purposes, the
  minority interest is not included in stockholders’ equity. When applicable,
  the effect of the U.S.GAAP adjustments on the equity and net income were quantified
  and included in the equity and net income GAAP reconciliations.
f. Equity in Earnings of Affiliates
For Mexican GAAP, the Company accounts for its
  50% joint venture in Costco de México by the proportional consolidation
  method. For U.S. GAAP purposes, this investment is treated as an equity investment.
The Company’s net investment in the Costco
  de México Group joint venture under U.S. GAAP differs from that recorded
  under Mexican GAAP due to the method of accounting for pre-opening costs and
  revenue recognition related to membership fees as summarized below:
 
    December 31, 
    2004
    2003Investment in Costco de Mexico joint venture:
     
     Mexican GAAP
    Ps. 2,996,825
    Ps. 2,739,930U.S. GAAP
    2,951,320
    2,699,432Adjustment
    Ps. (45,505)
    Ps. (40,498)
Below is the condensed financial information for the Costco de
  México joint venture in accordance with U.S. GAAP:
 
    December 31, 
    2004
    2003Current assets
    Ps. 3,033,589
    Ps. 3,110,262Non-current assets
    5,789,868
    5,183,117Total assets
    Ps. 8,823,457
    Ps. 8,293,379Current liabilities
    Ps. 2,180,592
    Ps. 2,191,898Non-current liabilities
    740,225
    702,616Stockholders equity
    5,902,640
    5,398,865Total liabilities and stockholders equity
    Ps. 8,823,457
    Ps. 8,293,379
 
    Year ended December 31, 
    2004
    2003
    2002Revenues
    Ps. 15,123,558
    Ps. 13,894,237
    Ps. 12,969,920Net income
    558,064
    457,087
    356,908
g. Consolidation of Auchan Operations.
As noted in Note 12, in February 2003, Controladora
  Comercial Mexicana (CCM) signed three contracts with Controladora Auchan Mexicana
  shareholders, Controladora Auchan Mexicana (CAM) and Auchan (AMEX), for the
  acquisition of 100% of the CAM and AMEX shares.
As provided in Mexican GAAP, each of the acquisitions
  was treated separately. The AMEX acquisition was accounted for in 2004 and resulted
  in the recognition of Ps.595,799 of negative goodwill, which is being applied
  to income over three years on a straight-line basis. The payments related to
  the acquisition of CAM are being recorded as a permanent investment and the
  acquisition will be recorded in 2008, once all the payments have been made.
Under U.S. GAAP, both transactions are treated
  as an integrated transaction and accounted for as a business combination, in
  accordance with SFAS 141 "Business Combination", since February 2003,
  the effective date of acquisition. The acquired assets and results of operations
  represented 2.9% and 1.0%, in 2003, of the total CCM consolidated assets and
  results of operations.
Under U.S. GAAP, the purchase price of Ps.1,217,572
  was determined as to the net present value of U.S.$120,000,000 to be paid to
  the seller, adjusted by the purchasing adjustment price. The Ps.944,220 negative
  goodwill arising from the acquisition was allocated as a pro rata reduction
  of the fair value of the assets acquired. Also, the long-term liability was
  determined at the net present value of future payments.
The reconciliation of the stockholders’
  equity includes the following reconciling items: a) the consolidation of CAM’s
  consolidated results of operations, post acquisition and consolidated financial
  position, b) the recognition of the long-term liability arising from the transaction,
  c) the reversal of the unamortized balance of the negative goodwill recognized
  under Mexican GAAP, and d) the reversal of the amount recorded as permanent
  investment on CAM shares under Mexican GAAP.
The reconciliation of the net income includes
  the following reconciliation items: a) the reversal of the negative goodwill
  amortization recorded under Mexican GAAP, b) the recognition of the financing
  cost, net of monetary gain, related to the recognized long-term liability, c)
  the consolidation of CAM results from the acquisition date through December
  31, 2003 for the year ended December 31, and 2004, before deferred tax effect.
h. Basic Income Per Unit and Diluted Net Income Per Unit
In accordance with SFAS No. 128, "Earnings
  per Share" U.S. GAAP requires disclosures of basic earnings per share by
  using the weighted average number of units outstanding. Diluted net income per
  unit differs from basic net income per unit, since the weighted average number
  of units is adjusted to include potential number of additional units that would
  have been outstanding under the stock option plan.
i. Cash Flow Information
Under Mexican GAAP, the Company presents statements
  of changes in financial position. The changes in the financial statement balances
  included in this statement constitute the generation and application of resources
  stated in pesos of constant purchasing power as of December 31, 2004.
The changes in the financial statement balances
  included herein constitute cash flow activities stated in Mexican pesos in purchasing
  power as of December 31, 2004 (including monetary and foreign exchange gains
  and losses, which are considered cash gains and losses in the constant Mexican
  peso financial statements). Under Mexican GAAP, the effect of restatement of
  prior year’s balance sheet balances to Mexican pesos of constant purchasing
  power are reflected in the stated change of the asset or liability in the statements
  of changes in financial position and the gain from monetary position is presented
  as a component of operating activities. Included within financing activities
  in the statements of changes in financial position for notes payable and long-term
  debt securities are the effects of restating the prior year notes payable and
  debt securities balances to constant Mexican pesos.
Under Mexican GAAP, foreign exchange gains or
  losses are included in the net change in the respective assets and liabilities
  within resources provided by or used for operating and financing activities.
  Under U.S. GAAP, foreign exchange gains or losses are presented as an adjustment
  to reconcile net income to net cash provided by or used for operating activities.
The statement of cash flow presented below is
  in accordance with SFAS No. 95, "Statement of Cash Flows" ("SFAS
  95") and includes the effect of the U.S. GAAP difference for the years
  ended December 31, 2004, 2003 and 2002.
 
    2004
    2003
    2002Net income
    Ps. 1,550,990
    Ps. 829,976
    Ps. 922,772Operating activities:
     
     
     Adjustments to reconcile net income to resources
      Provided by (used for) operating activities:
     
     
     Depreciation and amortization
    546,649
    592,464
    674,220Seniority premiums
    19,549
    18,780
    14,781Minority interest
    4,101
    43
    (3,018)Deferred income taxes
    146,027
    207,201
    (97,090)Deferred employee profit sharing
    7,401
    (2,419)
    2,420Equity in earnings of affiliates
    (279,032)
    (228,544)
    (178,455)Monetary gain
    (295,794)
    (243,296)
    (320,524)Unrealized exchange gains
    23,491
    22,973
    187,411Accrued Interest
    9,273
    9,194
    36,165Financial instruments
    38,460
    66,938
    (8,239)Write off of fixed assets
    360,712
    289,905
    211,829Effects US Gaap of Auchan acquisitions
    181,124
    201,478
    -(Benefit) compensation expense of stock purchase
      plan
    (35,165)
    (5,432)
    (17,986) 
    2,277,786
    1,759,261
    1,424,286Changes in operating assets and liabilities:
     
     
     .(Increase) decrease in:
     
     
     Trade accounts receivable
    90,579
    (216,786)
    42,607Inventories
    (1,278,910)
    (184,788)
    8,132Other accounts and notes receivable
    361,540
    (302,685)
    (1,749,048)Affiliated companies
    (36,800)
    25,678
    990Prepaid expenses and other assets
    113,545
    (153,654)
    75,202Increase (decrease) in:
     
     
     Trade payables
    1,021,318
    377,351
    508,125Taxes payable
    (10,538)
    (110,273)
    31,671Other accrued liabilities
    (526,167)
    351,330
    84,371 
    (265,433)
    (213,827)
    (997,950)Net cash provided by operating activities
    2,012,353
    1,545,434
    426,336Financing activities:
     
     
     Short terms bank loans
    -
    1,602,254
    172,689Repayment of bank loans
    -
    (1,421,485)
    (117,948)Paid in capital from reissuance of treasury stock
    -
    10,307
    2,534Reissuance (repurchase) of treasury stock
    -
    14,560
    (2,819)Repurchase of shares for stock option plan, net
    -
    37,658
    (37,658)Dividends paid
    (125,218)
    (124,736)
    (131,773)Net cash (used in) provided by financing activities
    (125,218)
    118,558
    (114,975)Investing Activities:
     
     
     Other assets
    (209,779)
    (56,747)
    (125,929)Acquisition of property and equipment, additions
      to real estate, leasehold and owned buildings improvements and other assets
    (1,603,751)
    (1,273,241)
    (588,267)Net cash used in investing activities
    (1,813,530)
    (1,329,988)
    (714,196)Net (decrease) increase in cash and temporary
      investments
    73,605
    334,004
    (402,835)Effects of inflation on cash at beginning of the
      year
    76,280
    53,480
    (107,878)Cash and temporary investments at beginning of
      the year
    701,044
    313,560
    824,273Cash and temporary investments at end of the year
    Ps. 850,929
    Ps. 701,044
    Ps. 313,560

Net resources provided by operating activities reflect cash payments
  for interest and income taxes as follows:
 
    December 31, 
    2004
    2003
    2002Interest
    Ps. 149,770
    Ps. 157,625
    Ps. 161,763Income taxes
    69,889
    132,649
    130,808
j. Disclosure About Fair Value of Financial Instruments
Effective January 1, 2001, for U.S. GAAP purposes,
  CCM adopted Statement of Financial Accounting Standards No. 133, "Accounting
  for Derivative Instruments and Hedging Activities" ("SFAS No. 133"),
  as amended by SFAS No. 137 and SFAS No. 138 and as interpreted by the Derivative
  Implementation Group (DIG). SFAS No. 133 establishes accounting and reporting
  standards for derivative instruments, including certain derivative instruments
  embedded in other contracts (collectively referred to as derivatives) and for
  hedging activities. SFAS No. 133 requires that an entity recognize all derivatives
  as either assets or liabilities in the consolidated balance sheet and measure
  those instruments at fair value. SFAS No. 133 prescribes requirements for designation
  and documentation of hedging relationships and ongoing assessments of effectiveness
  in order to qualify for hedge accounting.
If a derivative instrument qualifies as a fair
  value hedge under the applicable guidance and is documented as such, the change
  in the fair value of the derivative and the change in the fair value of the
  hedged item that is due to the hedged risk(s) is recorded in earnings based
  on the income classification of the item being hedged. These hedges also adjust
  the book values of the derivatives and hedged item. If a derivative instrument
  qualifies as a cash flow hedge under the applicable guidance and is documented
  as such, the effective portion of the gain or loss on the hedging instrument
  is reported in stockholders’ equity (as a component of accumulated other
  comprehensive income) and is reclassified into earnings in the period during
  which the transaction being hedged affects earnings. Gains or losses reclassified
  from stockholders’ equity to earnings are classified in accordance with
  the earnings treatment of the hedged transaction. The ineffective portion of
  a the change of a hedging derivative’s fair value, where that derivative
  is used in a cash flow hedge, is recorded in current earnings. Classification
  in the statement of operations of the ineffective portion of the hedging instrument’s
  gain or loss is based on the income statement classification of the transaction
  being hedged. If a derivative instrument does not qualify as a cash flow hedge
  under the applicable guidance, the change in the fair value of the derivative
  is immediately recognized in the statements of operations.
CCM management does not document its derivative
  instruments as hedges; therefore, the changes in the fair value of CCM derivative
  instruments are recorded in the income statement.
The following methods and assumptions are used
  to estimate the fair value of financial instruments:
Receivables, Temporary Investments and Short Term
  Borrowings: The carrying amounts approximate fair value because of the short
  maturity of those instruments. Values for temporary investments and financial
  instruments are obtained from quoted market values.
As of December 31, the estimated fair values of CCM’s financial
  instruments are as follows:
 
    2004
    2003 
    Fair Value
    Notional Amount
    Fair Value
    Notional AmountRate swaps
    Ps. (180,696)
    Ps. 3,719,640
    Ps. 58,699
    Ps. 2,214,968
 
    2004
    2003 
    Fair Value
    Notional Amount
    Fair Value
    Notional AmountCurrency swaps
    Ps. 278,054
    Ps. 914,325
    Ps.       -
    Ps.       -

As of December 31, the estimated fair values of CCM’s debenture
  bonds are as follows:

 
    2004
    2003 
    Fair Value
    Notional Amount
    Fair Value
    Notional AmountPrivate placement
    Ps. 1,086,475
    Ps. 1,115,100
    Ps. 1,113,653
    Ps. 1,181,494
 
    2004
    2003 
    Fair Value
    Carrying Amount
    Fair Value
    Carrying AmountDebenture bonds
    Ps. 719,980
    Ps. 611,152
    Ps. 738,735
    Ps. 609,640
For the years ended December 31, 2004 and 2003
  CCM recognized a net gain of Ps. 87,891 and net loss of Ps. 477 in December
  31, 2002, reported as an "interest net" in the consolidated Statement
  of Income.
k. Lease Revenue
The Company leases retail space in its stores to outside parties
  under non-cancelable operating leases, all the lease contract are renewable
  each year.
Total rentals included in income for the years
  ended December 31, 2004 and 2003 were Ps.194,884 and Ps.165,864 respectively.
l. Condensed Financial Information
The condensed balance sheet and income statement
  presented below reflect the Costco de México Group joint venture an other
  investments as an equity investment and include the effects of all U.S. GAAP
  adjustments.

 
    December 31, 
    2004
    2003ASSETSCurrent assets:
     
     Cash and temporary investments
    Ps. 856,126
    Ps. 701,049Inventories
    4,622,954
    3,564,254Other current assets
    2,661,688
    3,224,971 
    8,140,768
    7,490,274Non-current assets
    16,347,232
    15,821,790Equity in affiliates
    2,890,505
    2,638,636Total assets
    Ps. 27,378,505
    Ps. 25,950,700LIABILITIES AND STOCKHOLDERS’ EQUITYCurrent liabilities
    Ps. 8,527,857
    Ps. 7,329,467Long-term liabilities
    4,448,067
    5,454,593Total liabilities
    12,975,924
    12,784,060Minority interest
    15,920
    12,310Stockholders’ equity
    14,386,661
    13,154,330Total liabilities and stockholders’ equity
    Ps. 27,378,505
    Ps. 25,950,700
 
    Year ended December 31, 
    2004
    2003
    2002Net sales
    Ps. 30,015,903
    Ps. 29,844,477
    Ps. 28,561,547Operating income
    1,439,942
    1,201,781
    757,679Comprehensive financing results
    165,719
    (313,072)
    (90,702)Equity in earnings of affiliates
    279,032
    228,543
    178,454Other income
    (158,320)
    (3,633)
    83,068Income before taxes
    1,726,373
    1,113,619
    928,499Income tax
    (171,283)
    (283,599)
    (7,577)Minority interest
    (4,102)
    (44)
    1,850Extraordinary item extinguishment of debt
    -
    -
    -Net income
    Ps. 1,550,989
    Ps. 829,976
    Ps. 922,772
m) New accounting pronouncements
In November 2004, the FASB issued Statement of
  Financial Accounting Standards (SFAS) No. 151, "Inventory Costs-an Amendment
  of ARB No. 43" ("SFAS No. 151"), which is the result of its efforts
  to converge U.S. accounting standards for inventories with International Accounting
  Standards. SFAS No. 151 requires idle facility expenses, freight, handling costs,
  and wasted material (spoilage) costs to be recognized as current-period charges.
  It also requires that allocation of fixed production overhead to the costs of
  conversion be based on the normal capacity of the production facilities. SFAS
  No. 151 will be effective for inventory costs incurred during fiscal years beginning
  after June 15, 2005. The Company is evaluating the impact that this standard
  may have on its financial position and results of operations.
In December 2004, the FASB published FASB Statement
  No. 123 (revised 2004). Share-Based Payments. This provides guidance on how
  companies must recognize the compensation cost relating to share-based payment
  transactions in their financial statements. It will require companies to recognize
  a compensation cost for the value of options granted in exchange for employee
  services, based on the grant date fair value of those instruments. FASB No.
  123 (revised) is effective for public entities as of the beginning of the first
  interim or annual reporting period that begins after June 15, 2005, however
  early application is possible. The Company has not elected early application
  and therefore this Statement has no impact on the Company’s 2004 financial
  statements
In June 2005, the FASB published SFAS No. 154,
  "Accounting Changes and Error Corrections a replacement of APB Opinion
  No. 20 and FASB Statement No. 3" ("SFAS No. 154"), which changes
  the requirements for the accounting for and reporting of a change in accounting
  principle and redefines restatement as the revising of previously issued financial
  statements to reflect the correction of an error. SFAS No. 154 requires retrospective
  application to prior periods’ financial statements of changes in accounting
  principle, unless it is impracticable to determine the period-specific effects
  of the cumulative effect of the change. This Statement also carries forward
  without change the guidance contained in Opinion 20 for reporting the correction
  of an error in previously issued financial statements and a change in accounting
  estimate. This Statement does not change the transition provisions of any existing
  accounting pronouncement. SFAS No. 154 will be effective for accounting changes
  and corrections of errors made in fiscal years beginning after December 15,
  2005. The Company is evaluating the impact that this statement may have on its
  financial position or results of operations.


Exhibit 1.1
B Y - L A W S
  CHAPTER I.
  CORPORATE NAME, CORPORATE PURPOSE, CORPORATE EXISTENCE, CORPORATE
    DOMICILE AND NATIONALITY
  FIRST.- CORPORATE NAME - The company is called: "CONTROLADORA
    COMERCIAL MEXICANA". This name shall be followed by the wordsSOCIEDAD
    ANONIMA DE CAPITAL VARIABLE or the initials "S.A. DE C.V.".
  SECOND.- CORPORATE PURPOSE.- The company has as purpose the
    performance of any kind of acts of commerce and especially the following:
  a).- To promote, organize and manage all kind of industrial,
    mercantile or civil companies.
  b).- To acquire shares, interest or participations in other
    mercantile or civil companies, either being part of their incorporation or
    acquiring shares or participations in those companies already incorporated,
    as well as to dispose of or transfer such shares or participations.
  c).- To receive from other Mexican or foreign companies and
    furnish the companies of which it is a shareholder or partner or to other
    companies, advisory and technical consulting services regarding industrial,
    administrative, accounting, mercantile or financial matters.
  d).- To obtain, acquire, use or dispose of any kind of patents,
    trademarks, trade names or rights thereon either in Mexico or abroad.
  e).- To obtain all kind of loans or credits and to lend to
    mercantile or civil companies with which the company has a business relationship.
  f).- To grant any kind of guarantees and avals, of obligations
    or credit instruments of companies where the company has any interest or participation,
    as well as obligations or credit instruments of other companies or persons
    with which thecompany has a business relationship.
  g).- To issue and draw all kind of credit instruments, to accept
    them, including any obligations with or without real mortgage or collateral.
  h).- To acquire in ownership or in lease any kind of real estate
    or personal property as well as real rights thereon that may be necessary
    or convenient for its corporate purpose or for the operations of the mercantile
    or civil companies in which the company has any interest or participation.
  i).- In general, to carry out and execute all related, accessory
    or accidental acts, agreements and operations that may be necessary or convenient
    to attain the abovementioned purposes.
  THIRD.- DOMICILE - The corporate domicile of the company shall
    be Mexico City, Federal District; however, it may establish agencies or branches
    anywhere in the Mexican Republic or abroad and submit to contractual domiciles
    in the agreements it may execute.- The shareholders shall be submitted, as
    regards their relationship with the company, to the jurisdiction of the Courts
    and authorities of the domicile of the company, expressly waiving the jurisdiction
    of their respective personal domiciles.
  FOURTH.- NATIONALITY.- The company has Mexican nationality,
    any foreigner who at the time of incorporation or at any ulterior time, acquires
    any shares of the company, shall be considered, by that very fact, as Mexican
    regarding such shares, rights, concessions, participation or interest held
    by the company itself or else the rights and obligations derived from the
    agreements of the company with Mexican authorities and it shall be understood
    that he agrees not to invoke the protection of his government under the penalty,
    in the event of not honoring his agreement, of forfeiting such shares to the
    Mexican nation.
  FIFTH.- CORPORATE EXISTENCE.- The corporate existence of the
    company shall be ninety-nine years as from January 28, 1944, date of its incorporation.
  CHAPTER II.
  CAPITAL STOCK AND SHARES.
  SIXTH.- CAPITAL STOCK AND SHARES. - The capital stock of the
    company is variable, its shares shall be represented by nominative certificates
    without expression of any par value.- The minimum fixed capital stock without
    withdrawal right, fully subscribed and paid is the amount of $200,000,000.00
    (TWO HUNDRED BILLION PESOS 00/100 MEXICAN CURRENCY); it is represented by
    200,000,000 ordinary nominative shares without any par value, to be identified
    as class "I" - The variable portion of the capital stock may not
    exceed ten times the amount of the fixed capital stock without withdrawal
    right and the shares on which it is divided shall be represented by certificates
    to be identified as class "II". The Shareholders Meeting resolving
    on the issuance of shares may establish Series and, within each Series, different
    subseries and determine special characteristics restricting the circulation
    or transmission regime of the shares forming such Series and subseries or
    condition the rights granted according to the law or these by-laws to their
    holders, including the issuance of shares without voting right, to which the
    provisions of article 198 of the General Law of Mercantile Companies shall
    not be applicable and the issuance of shares with other limitations to their
    corporate rights when so authorized by the National Securities Commission
    under the terms of section III of article 14 Bis of the Securities Market
    Law. The shares of the capital stock shall be divided into two series, identified
    by letters A and B. Series "A" or Mexican shall at all times be
    formed by the number of shares necessary to have a percentage of at least
    51%. (fifty-one percent) of the Mexican capital stock and Series "B",
    of free subscription which shall be formed by the number of shares representing
    not more than 49% (forty-nine percent) of the capital stock.
  All ordinary shares within their respective Series or subseries
    shall grant their holders the same rights and obligations. Those shares earmarked
    for or subscribed by Mexican individuals or corporations in no event shall
    have lesser rights than those granted to shares that may be acquired by foreigners
    and for the allocation of profits, in no event Series "B" shares
    shall have any preference regarding Series "A" shares. Series "A"
    shares may not be acquired by the individuals or corporations or by the economic
    units referred to in article 2 of the Law to Promote Mexican Investment and
    Regulate Foreign Investment; any acquisition of Series "A" shares
    contravening the provisions of this clause shall be null and shall have no
    legal effect and shall cause the penalties established in articles 28 and
    31 of said Law. The provisions contained in this paragraph and the penalties
    provided for in articles 28 and 31 of the abovementioned Law must be transcribed
    on the provisional or definitive share certificates covering Series "B"
    shares. Series "B" or free subscription shares may be acquired by
    any persons, companies or entities included in article 2 of the Law to Promote
    Mexican Investment and Regulate Foreign Investment. Series "B" shares
    owned by foreign shareholders, in addition to their registration in the Registry
    Book of Shares of the company, must be registered in the National Registry
    of Foreign Investments according to the provisions contained in article 23
    of the Law to Promote Mexican Investment and Regulate Foreign Investment.
    The company shall not pay any dividends to those Series "B" shares
    held by foreigners who are not registered in the National Registry of Foreign
    Investments. The company or companies where this company holds the majority
    of their shares or corporate participations must not directly or indirectly
    invest in shares of this company nor in shares of any other company which
    is a majority shareholder of said company or which if it is not, they have
    knowledge that it is a shareholder, in any percentage, of the holding company
    itself, except in the event that such companies acquire shares of this company
    to comply with sale options or plans granted or designed or which may be granted
    or designed in favor of workers of such companies, provided the number of
    such acquired shares does not exceed 25% of the total amount of shares outstanding.
  The company may temporarily acquire the shares representing
    its capital stock, prior resolution of the Board of Directors, through a stock
    exchange without applying the prohibition provided for in article 134 of the
    General Law of Mercantile Companies, without decreasing the capital stock,
    under the terms of section I of article 14 Bis of the Securities Market Law.
    To carry out the temporary acquisition of its shares, the company must comply
    with the requirements determined by the Securities Market Law or, if applicable,
    the National Securities Commission.
  SEVENTH.- REDEMPTION OF SHARES.- By resolution of the General
    Extraordinary Shareholders Meeting, the company may redeem its own shares
    with distributable profits, for which purpose, in addition to conforming to
    the provisions of article 146 of the General Law of Mercantile Companies,
    the following rules shall be observed:
  a).- When shares are redeemed to all shareholders, the redemption
    shall be made in such a manner that after such redemption they have the same
    percentages of shares they had before and, if this is not possible, the percentage
    of shares more similar to the one previously held.
  b).- When the redemption of shares is made by purchase in
    a stock exchange, the Shareholders Meeting, after taking the respective resolutions
    or, if applicable, the Board of Directors by delegation of the Meeting shall
    publish a notice in the official gazette of the domicile of the company and
    in at least a newspaper having a wide circulation within the domicile of the
    company expressing the system followed to withdraw the shares, if any, the
    number of shares to be withdrawn, the person appointed as purchasing intermediary
    and if applicable, the entity where the amount of the reimbursement shall
    be deposited, which shall be, as from the date of publication of the notice,
    available to the respective shareholders without accruing any interest.
  c).- The share certificates shall be annulled but if the Shareholders
    Meeting so resolves, preferential shares may be issued.
  EIGHTH.- INCREASES IN THE CAPITAL STOCK.- The capital stock
    may be increased by resolution of the General Ordinary or Extraordinary Shareholders
    Meeting, as the case may be, according to the rules contained in this article.
    Increases in the fixed minimum portion of the capital stock of the company
    and the limit; of the variable portion may only be increased by resolution
    of the Extraordinary Shareholders Meeting and the respective amendment to
    the corporate by-laws; increases in the variable portion, within the limit
    provided for in clause Sixth of these by-laws, may be made by resolution of
    the General Ordinary Shareholders Meeting without the respective resolutions
    being registered in the Public Registry Bureau. No increase may be decreed
    before all previously issued shares are fully paid. When taking the respective
    resolutions, the Shareholders Meeting resolving on the increase or any Shareholders
    Meeting thereafter shall fix the terms and basis on which such increase must
    be carried out. Shares issued to represent the variable portion of the capital
    stock and which by resolution of the Meeting which resolved their issuance
    must be delivered while the subscription is being carried out, may be offered
    for subscription and payment by the Board of Directors in accordance with
    the authorities granted to it by the Shareholders Meeting, in anycase
    granting the shareholders of the company the preference referred to in this
    clause.
  Increases in the capital stock may be made by capitalization
    of reserves, withheld profits, premium on shares or by payment in cash or
    in kind. In the increases by capitalization of reserves, all shares shall
    be entitled to the proportional part corresponding to them from the reserves.
    Regarding increases for payment in cash or in kind, shareholders holding the
    shares existing at the time of determining the increase shall have a preferential
    right to subscribe the new shares granting the same rights issued in proportion
    to the shares granting the same rights at the time of the increase, during
    a term not shorter than fifteen days so established by the Meeting resolving
    on the Increase. This term shall be computed as from the date of publication
    of the respective notice in the official gazette of the corporate domicile
    or as from the date of holding the Meeting in the event that all the shares
    on which the capital stock is divided had been represented thereat.
  In the event that after the expiration of the term during
    which the shareholders must exercise the preference granted by this clause
    there are still some shares not yet subscribed, those shares must be offered
    for subscription and payment under the conditions and terms fixed by the Meeting
    which had resolved on the increase in the capital or under the terms provided
    for by the Board of Directors, if any.
  NINTH.- DECREASES IN THE CAPITAL STOCK.- Decreases in the
    minimum fixed portion of the capital stock shall be made by resolution of
    the Extraordinary Shareholders Meeting and the applicable amendment to the
    corporate by-laws, complying, if any, with the provisions of article Ninth
    of the General Law of Mercantile Companies. Decreases in the variable portion
    of the capital stock may be carried out by resolution of the Ordinary Shareholders
    Meeting without the need of filing the respective resolutions in the Public
    Registry Bureau of the domicile of the company. Decreases in the capital stock
    may be made to absorb losses, to reimburse shareholders or to release them
    from payments not made and in the event that the shareholders exercise the
    withdrawal right referred to in article two hundred and twenty of the General
    Law of Mercantile Companies and the provisions of the penultimate paragraph
    of this clause. In no event the capital stock may be decreased to less than
    the minimum legal capital stock.
  Decreases in the capital stock to absorb losses shall be made
    by the proportional reduction of the total number of shares representing the
    minimum fixed portion of the capital stock as shares representing the variable
    portion of the capital stock. Except in the event of a decrease in the variable
    portion of the capital stock, due to the exercise of the withdrawal right
    provided for in the penultimate paragraph of this clause, the decrease of
    the shares subject to reduction shall be made as resolved by the respective
    Meeting, through the cancellation of shares to all shareholders, so that they
    represent, after the corresponding decrease in the capital stock, the same
    percentages of shares and if this is not possible, the percentage of shares
    which is more similar to the one they held before. Once the appointment of
    the shares to be cancelled is made, notice shall be published in the official
    gazette of the domicile of the company or in one of the newspapers having
    a wide circulation at such domicile, expressing the system followed to withdraw
    the shares, the number of shares to be withdrawn and the number of certificates
    thereof which as a consequence must be cancelled or, if any, exchanged and
    the credit institution where the amount of the reimbursement shall be deposited,
    amount which since the date of publication shall be made available to the
    respective shareholders, without accruing any interest; provided that the
    first shares to be cancelled shall be the shares corresponding to the variable
    portion and only if the amount of the variable portion of the capital stock
    is not sufficient to fully absorb the amount of the decrease, the shares representing
    the minimum fixed portion of the capital stock without withdrawal right shall
    also be redeemed in the number required to complete the decrease in capital
    stock so decreed. In the event of a decrease in the fixed minimum portion
    without withdrawal right made by reimbursement to the shareholders or their
    release from payments not made, the resolution of the Meeting or Meetings
    which had resolved such decrease shall be published three times in the official
    gazette of the corporate domicile with ten-day intervals.
  The decrease in the capital stock as a consequence of the
    fact that a shareholder holding shares representing the variable portion of
    the capital stock exercises his right to partially or totally withdraw his
    contribution represented by the shares he holds, in addition to conforming
    to the provisions of articles two hundred and twenty and two hundred and twenty-one
    of the General Law of Mercantile Companies, shall be made by reimbursing the
    shares in question the lower value between: (1) ninety five percent of the
    quotation value in the stock exchange obtained from the average of operations
    made during the thirty days during which the shares of the issuing company
    had been quoted prior to the date on which the withdrawal must become effective
    and (2) the accounting value of the shares in accordance with the financial
    statements approved by the General Ordinary Shareholders Meeting corresponding
    to the fiscal year on which the withdrawal must become effective. The payment
    of the reimbursement shall be required from the company as from the day following
    the holding of the General Ordinary Shareholders Meeting which had approved
    the financial condition statement corresponding to the fiscal year on which
    the withdrawal must become effective. The shareholder which is withdrawing
    shall remain responsible for any obligations to third parties according to
    the Law.
  TENTH.- SHARE CERTIFICATES.- Provisional and definitive share
    certificates must contain the text of clause fourth of these by-laws. Provisional
    or definitive share certificates which under the provisions of paragraph three
    of clause sixth of these by-laws have special characteristics and conditions
    which, in accordance with the law or these by-laws, grant their holders any
    rights and, in any event, the provisional or definitive share certificates
    must satisfy, in addition to the provisions of articles one hundred and twenty-five
    of the General Law of Mercantile Companies, the provisions of articles 28
    and 31 of the Law to Promote Mexican Investment and Regulate Foreign Investment.
    Share certificates may cover one or more shares and shall have the autograph
    signature of the Chairman and of one of the three Vice-Chairmen of the Board
    of Directors or the facsimile signature of such directors, under the condition,
    in this last case to deposit the original of the respective signatures at
    the Public Registry Bureau where the deed of incorporation of the company
    has been filed. Definitive share certificates shall contain or shall have
    adhered thereto progressively numbered coupons: the certificates may have
    or not said coupons. The characteristics of the provisional or definitive
    share certificates shall be determined by the Board of Directors which may
    also resolve on the issuance of new certificates to substitute those outstanding
    at the time the respective -resolution is taken. Definitive share certificates
    must be issued within a term not exceeding one hundred and eighty calendar
    days as from the date on which the issuance or exchange has been resolved.
  ELEVENTH.- REGISTRIES.- The company shall have a registry
    of shares where all subscription, payment, acquisition or transfer of shares
    shall be contained indicating the names, domiciles and nationality of the
    shareholders disposing of shares and of the persons on whose favor they are
    transferred. The company shall only consider as holders of the shares those
    persons whose names appear on the registry of shares. The company shall also
    keep a registry of variations in the capital stock where all increases or
    decreases of the capital stock shall be registered.
  CHAPTER III.
  SHAREHOLDERS MEETINGS
  TWELFTH.- CLASSES OF MEETINGS.- The General Shareholders Meetings
    is the Supreme Body of the company; it may resolve on all matters submitted
    to it, without prejudice of the functions reserved to the administrative bodies
    of the company and its resolutions shall be obligatory for all members even
    for those absent or dissident except for the provisions contained in articles
    201 and 208 of the General Law of Mercantile Companies. General Extraordinary
    Meetings shall be those held to resolve regarding the items mentioned in article
    182 of the General Law of Mercantile Companies, exception made of the increases
    or decreases in the variable portion of the capital stock which, as any other
    matter not reserved to the Extraordinary Meeting shall be subject to an Ordinary
    Meeting. Special Meetings shall be those which are held to deal with matters
    that may affect the rights of a single category of shareholders. Any kind
    of Meeting must be held at the corporate domicile except for an act of God
    or force majeure. Ordinary Shareholders Meetings must meet at least once a
    year on then date fixed by the Board of Directors within the four months following
    the determination of each fiscal year. This Meeting must deal with matters
    mentioned in article one hundred and eighty-one of the General Law of Mercantile
    Companies and the shareholders must be informed on the financial statements
    of the company or the companies on which the company holds the majority of
    their shares or corporate participations, when the amount of the investment
    in the shares of each of them had exceeded twenty percent of the net worth
    of the holding company at the end of the last fiscal year thereof.
  THIRTEENTH.- CALLS FOR THE MEETINGS.- Ordinary, Extraordinary
    and Special Shareholders Meetings shall be called by the Board of Directors
    either by their Chairman or Secretary, by an Examiner or by the person referred
    to in articles one hundred and sixty-eight, one hundred and eighty-four and
    one hundred and eighty-five of the General Law of Mercantile Companies. Calls
    for the shareholders meetings shall be made by publication in one the newspapers
    having a wide circulation at the corporate domicile or in the Official Gazette
    of the Federation. Regarding Ordinary Meetings, the first and second calls
    must be published at least fifteen and ten days in advance, respectively,
    to the date fixed for holding the meeting. For Extraordinary Meetings the
    minimum terms for publication shall be ten days for the first call and five
    for the second call. In any event, the call shall state the place, date and
    time for the holding of the meeting, they shall contain the Agenda and shall
    be signed by the person authorized to do so. Any resolution taken in violation
    of the provisions of this article shall be null, except in the event that
    at the time of voting all the shares have been present. Meetings may be held
    without prior call and their resolutions shall be valid if the capital stock
    is fully represented at the time of voting.
  FOURTEENTH.- ADMISSION TO MEETINGS.- To be admitted to the
    meetings, the shareholders must, in addition of being duly registered as such
    in the Registry Book of Shares, require the Secretary of the Board of Directors
    an admission card for the respective meeting. To obtain such card, the shareholders
    must deposit, in advance and in the place mentioned in the call, the outstanding
    share certificates they hold or the deposit evidence thereof issued by a national
    credit institution legally authorized therefor. Shareholders may be represented
    at the meetings by means of an attorney-in-fact having a general or special
    power-of-attorney or who had been appointed by a simple proxy. The representation
    of the shareholders must be evidenced at the time of requiring the admission
    card.
  FIFTEENTH.- OFFICERS AT THE MEETINGS.- Shareholders meetings
    shall be presided over by the Chairman of the Board of Directors; in his absence,
    by one of the Vice-Chairmen of the Board of Directors and, in the absence
    of both, by the shareholder appointed by the favorable vote of the majority
    of the shares present at the meeting. The Secretary of the Board of Directors
    or his alternate shall act as Secretary of the Meeting. In the absence thereof,
    the person appointed by the Chairman shall act as such. Likewise, the Chairman
    shall appoint from among the shareholders or their representatives two tellers
    to count the shares present and to prepare the attendance list.
  SIXTEENTH.- QUORUM AND VOTING AT THE ORDINARY SHAREHOLDERS
    MEETINGS.- To legally convene the ordinary shareholders meetings held due
    to first call, shares representing at least one half plus one of the outstanding
    capital stock must be present thereat. Ordinary Shareholders Meetings hold
    due to second or ulterior calls shall be valid whichever the number of shares
    present. Resolutions taken at the ordinary meetings held due to first call
    shall be valid if taken by the vote of the shares representing at least, one
    half plus one of the outstanding capital stock. Resolutions adopted at the
    Ordinary Meetings held due to second or ulterior calls shall be valid if taken
    by the vote of the majority of the present shares.
  SEVENTEENTH.- QUORUM AND VOTING AT THE EXTRAORDINARY AND SPECIAL
    SHAREHOLDERS MEETINGS. For the legal convention of the Extraordinary Shareholders
    Meetings held due to first call, there must be represented, at least, three
    fourths of the shares entitled to vote and their resolutions shall be valid
    when taken by the favorable vote of shares representing at least one half
    plus one of the shares entitled to. vote. To legally convene the Extraordinary
    Shareholders Meetings held due to second call, at least one half plus one
    of the shares entitled to vote must be present thereat and their resolutions
    shall be valid when taken by the favorable vote of shares representing at
    least one half plus one of the shares entitled to vote. The same rules provided
    for in this article shall be applied to the Special Meetings but regarding
    the special category of shares in question.
  EIGHTEENTH. REGISTRY OF MINUTES. The minutes of the Meetings
    shall be registered in the respective book and shall be signed by the Chairman
    and Secretary of the Meeting as well as by the Examiner, if any. If for any
    reason, a Meeting cannot be legally convened, this fact shall be evidenced
    in the minutes book.
  CHAPTER IV.
  MANAGEMENT.
  NINETEENTH.- MANAGEMENT OF THE COMPANY.- The management of
    the company shall be vested in a Board of Directors formed by the odd number
    of members determined by the Ordinary Shareholders Meeting and, when so resolved
    by the Meeting itself, with their respective alternates. The directors may
    not be shareholders. In any event, alternate directors shall exercise their
    position in the absence of the respective regular directors. If the meeting
    at the time of appointing them, had failed to set a special order therefor,
    the alternate members shall be called in the order resolved by the Board;
    the chairman of the Board may only be substituted by one of the Vice-Chairmen
    and in the absence thereof, by any other Director who shall hold the position
    by the voting of the Board. Minoritary shareholders representing at least,
    the percentages of twenty-five percent or, if applicable, ten percent of the
    shares entitled to vote shall be entitled to appoint a regular Director and
    his respective alternate as provided for by article one hundred and forty-four
    of the General Law of Mercantile Companies. Once the appointments by the minoritary
    shareholders have been made, all other members of the Board shall be appointed
    by a simple majoritary vote without computing the votes corresponding to the
    minoritary shareholders who had made the mentioned appointments.
  TWENTIETH. TERM OF THE POSITION AND FUNCTIONS.- The Directors
    shall remain in office for an undefined period of time until an Ordinary Meeting
    resolves to revoke their appointment, but in any case, they must continue
    in office until the persons to substitute them take office. The Directors
    shall fulfill the functions determined by the Board itself. In any event,
    the Directors shall appoint from among them a Chairman, three Vice-Chairmen,
    a Regular Secretary as well as an Assistant Secretary and all other positions
    to be created for the best fulfillment of their positions. The Chairman of
    the Board of Director’s shall be the legal representative and shall
    comply with the resolutions of the Shareholders Meetings, of the Board of
    Directors Meetings and of the Executive Committee, without the need of any
    special authorization; he shall enjoy the authorities expressly conferred
    to him by the Law authorities which may be extended by the Meeting; he shall
    have deciding vote in the event of a tie regarding the resolutions of the
    Board of Directors. Copies and evidences of the minutes of the Board of Directors
    Meetings, of the Executive Committee and of the Shareholders Meeting, as well
    as the entries contained in the non-accounting books and records and in general
    any document of the files of the company shall be authorized by the Secretary
    or the Assistant Secretary.
  TWENTY-FIRST.- GUARANTEE.- The members of the Board of Directors
    and all other officers determined by the Board of Directors shall grant the
    guarantee resolved by the Shareholders Meetings or by the Board of Directors.
    Such guarantees may only be withdrawn until the actions of the officer have
    been duly approved by the General Shareholders Meeting in the event of members
    of the Board of Directors and Examiners or by the Board of Directors in the
    event of other officers.
  TWENTY-SECOND.- AUTHORITIES. The Board of Directors shall
    have the legal representation of the company with the following authorities.
  1).-	Manage the business and corporate assets, with a wide
    power-of-attorney for acts of administration under the terms of article two
    thousand five hundred and fifty-four, paragraph two, of the Civil Code for
    the Federal District.
  2).-	Exercise acts of ownership regarding the real estate
    or personal property of the company or its real or personal rights under the
    terms of paragraph three of article two thousand five hundred and fifty-four
    of the Civil Code for the Federal District.
  3).-	Marriage the business of the company and the real
    estate and personal property thereof, with a general power-of-attorney for
    lawsuits and collections, with all general and special authorities requiring
    a special clause in accordance with the law, without any limitation, under
    the terms of article two thousand five hundred and fifty-four of the Civil
    Code for the Federal District and for all effects provided for in articles
    eleven, forty-six, forty-seven, one hundred and thirty-four, section three,
    five hundred and twenty-three, six hundred and ninety-two, sections first,
    second and third, seven hundred and eighty-seven, eight hundred and seventy-six,
    eight hundred and seventy-eight, eight hundred and eighty-three and eight
    hundred and eighty-four of the Federal Labor Law; therefore, they shall represent
    the company before any kind of administrative and judicial, federal, state
    and municipal authorities, before any kind of boards of conciliation and arbitration
    and other labor authorities and before arbiters and arbitrators. The above
    powers-of-attorney include, as an enumeration but not as a limitation, authorities
    to: (i)	File any kind of lawsuits and remedies, even "amparo"
    proceedings, and withdraw therefrom; and (ii)	Settle, submit to arbitrators,
    make and answer questions in court, assign assets, challenge judges and receive
    payments.
  4).-	File criminal claims and complaints as well as withdraw
    therefrom, and assist as a civil party in the criminal processes and grant
    pardons when so deemed convenient.
  5).-	Draw, accept, endorse and eval, or in any other manner
    subscribe credit instruments according to the provisions of article nine of
    the General Law of Credit Instruments and Operations.
  6).-	Appoint and remove Directors. managers and all other
    officers and employees of the company, as well as to appoint the attorneys,
    in-fact that may be necessary to duly take care of the corporate matters,
    stating their authorities, duties and fees, granting such persons the powers-of-attorney
    that may be deemed convenient: likewise, they may determine the amount of
    the fees to be paid to the Directors themselves, prior to the end of each
    fiscal year.
  7).-	Execute agreements with the Federal Government under
    the terms of sections I and IV of article twenty seven of the Constitution,
    its organic law and the rulings thereof.
  8).-	Open and cancel bank accounts on behalf of the company,
    with authorities to appoint and authorize persons to withdraw therefrom.
  9).-	Execute individual and collective labor agreements
    and intervene in the preparation of the interior labor rulings.
  10).-	Delegate their authorities to one or several Directors
    in certain cases, stating their authorities to be exercised under the terns.
  11).-	Call General and Extraordinary Shareholders Meetings,
    carry out their resolutions and in general, carry out all acts and operations
    that may be necessary and convenient for the purposes of the company, exception
    made of those expressly reserved by the law or these by-laws to the Meeting.
  12).-	Carry out the resolutions of the meetings, delegate
    their functions in one or several directors, officers of the company or attorneys-in-fact
    so appointed to be exercised in the business and under the terms and conditions
    mentioned by the Board itself. Within the above-mentioned provisions, the
    Board of Directors is exclusively authorized to determine the sense on which
    the votes corresponding to the shares issued by the controlled companies held
    by the company must be cast at the Ordinary and Extraordinary Meetings of
    such controlled companies, appointing the delegate to represent the company
    at such Meetings.
  13).-	Resolve on the matters referred to the purchase or
    sale by the company of shares, bonds or securities and to the participation
    of the company in other companies provided it is made among controlled companies
    or it is not included in any of the following assumptions, where the Board
    of Directors shall require the prior approval from a General Ordinary Shareholders
    Meeting.
  a).-	Resolve on the acquisition of shares of another company,
    provided the purchase price, due to one purchase or series of purchases, either
    simultaneous or successive, exceeds twenty percent of the consolidated net
    worth of this holding company; prior approval from the meeting shall not be
    necessary regarding the purchase of shares of other companies whose activities
    coincide with the commercial activities of this company.
  b).-	Resolve on the disposal of shares of a controlled
    company, provided the price of the disposal, due to one or several disposals
    carried out within twelve months, exceeds twenty percent of the consolidated
    net worth of this company.
  c).-	Exercise the withdrawal right corresponding to the
    shares of any of the controlled companies with variable capital stock, provided
    it represents, due to one or several operations, simultaneous or successive,
    the reimbursement of shares equivalent or exceeding twenty percent of the
    consolidated net worth of such company.
  d).-	Exercise the withdrawal right corresponding to the
    shares of any of the controlled companies with variable capital stock whose
    activity coincides with the commercial or service activity of this company,
    provided it implies, due to one or several acts, simultaneous or successive,
    the loss of control of the company issuing the shares.
  14).-	Resolve on the temporary acquisition of the shares
    issued by company and their replacement among the public, under the terms
    provided for in these by-laws and convert the shares representing the variable
    portion of the capital stock which has been temporary acquired and not replaced
    among the public within the terms provided for by the National Securities
    Commission into Treasury shares.
  15).-	In general, carry out all acts and operations that
    may be necessary or convenient to comply with the purposes of the company,
    exception made of those expressly reserved by the law or these by-laws to
    the Shareholders Meeting.
  TWENTY-THIRD.- MEETINGS.- The meetings of the Board of Directors
    shall be called by the Chairman or by the Secretary and the meetings may be
    held at the domicile of the company or anywhere else in the Mexican Republic
    or abroad. Calls for the Board of Directors meetings must be sent by mail,
    telegram, telex, telefax or courier or any other means where there is an evidence
    of reception at least three days in advance to the date of the meeting. Minutes
    shall be drafted from each meeting containing the resolutions taken. Such
    minutes must be signed by the Chairman and the Secretary.
  TWENTY-FOURTH.- QUORUM AND VOTING.- The Board of Directors
    shall be legally convened when the majority of the directors is present and
    its resolutions shall be valid where taken by the favorable vote of the majority
    of the attending Directors. The Chairman shall have deciding vote in the event
    of a tie.
  TWENTY-FIFTH.- EXECUTIVE COMMITTEE.- The company may also
    have an Executive Committee with all the authorities established in items
    one to eleven and fourteen of clause Twenty Second of these by-laws and shall
    be formed by the number of regular and alternate members determined by the
    Ordinary Shareholders Meeting which may not exceed ten, all of them members
    of the Board of Directors of the company who must necessarily include the
    Chairman of the Board of Directors and the General Director, if this last
    one is a member of the Board. The Secretary and the Assistant Secretary of
    the Board shall act as Secretary and Assistant Secretary of the Executive
    Committee. The members of the Executive Committee shall remain in office for
    one year, unless, removed by the General Ordinary Shareholders Meeting; they
    shall remain in office until the persons appointed to substitute them take
    office; they may be reelected and shall receive the fees determined by the
    General Ordinary Shareholders Meeting. The Executive Committee shall meet
    when so required by the Chairman of the Committee or any three of its members,
    prior notice given to the Chairman in writing five calendar days in advance.
    The Examiner of the company, who shall have no vote shall be called to the
    Meetings of the Executive Committee. For the meetings of the Executive Committees
    to be valid, the attendance of the majority of its members shall be required.
  CHAPTER V.
  SURVEILLANCE OF THE COMPANY
  TWENTY-SIXTH.- SURVEILLANCE OF THE COMPANY.- The surveillance
    shall be vested in a Regular Examiner who shall have an alternate. The Examiner
    and his alternate shall be appointed or reelected by the General Ordinary
    Shareholders Meeting. The Regular Examiner and his alternate do not need to
    be shareholders of the company; they shall remain in office until the persona
    appointed to substitute them take office. The Examiner shall have the authorities
    and obligations listed in article One Hundred and Sixty-Six of the General
    Law of Mercantile Companies as well as all other authorities delegated by
    the General Shareholders Meeting.
  CHAPTER VI.
  FISCAL YEAR; FINANCIAL INFORMATION; LOSSES AND PROFITS.
  TWENTY-SEVENTH.- FISCAL YEAR.- The fiscal years shall have
    twelve months starting on the first day of January to the 31st. day of December
    of each year.
  TWENTY-EIGHTH.- FINANCIAL INFORMATION.- Within the four months
    following the end of each fiscal year, the Board of Directors shall prepare
    the financial information indicated in article one hundred and seventy-two
    of the General Law of Mercantile Companies.
  TWENTY-NINTH.- AVAILABILITY OF INFORMATION.- The report referred
    to in the above article, including the report from the Examiner referred to
    in article one hundred and sixty-seven of the General Law of Mercantile Companies
    must be finished and available for the shareholders at the offices of the
    company during business days and hours, together with the justifying documents,
    at least fifteen days before the Meeting where they shall be discussed. Shareholders
    shall be entitled to have a copy of the respective reports, when so required.
  THIRTIETH.- APPLICATION OF PROFITS AND LOSSES.- The net profits
    of each fiscal year after having subtracted the contributions and all other
    items to be paid according to the law shall be allocated as follows:
  1.- Five percent to create the legal reserve fund until it
    reaches at least twenty percent of the capital stock.
  2.- If the Meeting so determines, it may establish, increase,
    modify or cancel the capital reserves it may deem convenient, including the
    reserve for the purchase of shares issued by this company and create contingency
    and reinvestment funds as well as special reserve funds.
  3.- The remaining amount, if any, shall be applied as determined
    by the Shareholders Meeting.
  CHAPTER VII.
  DISSOLUTION AND LIQUIDATION.
  THIRTY-FIRST.- DISSOLUTION.- The company shall be dissolved
    in any of the events provided for by article two hundred and twenty-nine of
    the General Law of Mercantile Companies.
  THIRTY-SECOND.- LIQUIDATION.- Once the company is dissolved,
    it shall enter liquidation prod; the Extraordinary Shareholders Meeting shall
    appoint one or more liquidators, as it may deem adequate, and shall establish
    the terms during which they must fulfill their positions as well as the authorities
    they shall have. Liquidators, if any, shall act jointly according to the provisions
    of article two hundred and twenty-nine of the General Law of Mercantile Companies.
  THIRTY-THIRD.- LIQUIDATION.- The liquidation shall be carried
    out in accordance with the resolutions taken by the Extraordinary Shareholders
    Meeting resolving on the dissolution of the company. In the absence of special
    resolutions of the Shareholders Meeting, the liquidation shall be carried
    out in accordance with the following general rules:
  a).- Completion of the pending corporate operations as deemed
    convenient.
    b).- Collection of credits and payment of debts.
    c).- Sale of the assets of the company.
    d).- Preparation of financial statements.
    e).- Distribution of remaining assets, if any, among the shareholders, in
    proportion to their shares.
  THIRTY-FOURTH.- CANCELLATION OF RECORDING.- Once the liquidation
    has been completed, the liquidators shall cancel the recording of the company
    at that Public Registry Bureau of the corporate domicile.
* * * * * * * * * * * * * * * * * * * * * * I. Araceli Ruiz-Vivanco, Expert Translator duly appointed by the Supreme Court
of Justice in accordance with Judicial Bulletin dated February l, 1983, hereby
certify that to the best of my knowledge the above translation from Spanish of
the by-laws of "CONTROLADORA COMERCIAL MEXICANA, S.A. DE C.V." is true
and complete. Mexico City, april 13, 1993. INDICE
INFORMACION LEGAL Y FISCAL
  14Price
                            clubde Mexico,S.A,	Joint Venture
                            Price Company
                            Price Venture Mexico
                            Controlodora Comercial Mexicana, S.A. de C
                            Amendment to the Joint VenturesAMENDMENT TO THE COMPANY’S BY-LAWS As amended
  at the Meeting of Shareholders of the Company held on August 6, 1996.
CLAUSE SIXTH. CAPITAL STOCK AND SHARES. The capital stock of
  the company is variable, and its shares shall be represented by nominative stock
  certificates without par value, the minimum fixed part, without right of withdrawal,
  reaches the total amount of $2,000’0000,000.00 (Two thousand million Pesos
  Mex. Cy) and it is represented by 5,000’000,000 (five thousand million)
  shares. The variable part of the capital stock may not exceed by ten times the
  amount of the minimum fixed part without the right of withdrawal, and the shares
  in which is represented shall be indemnified as Class II shares.
The capital stock shall have the following share Series:
Series "B" shares that shall represent 100% (one hundred percent)
    of the total amount of ordinary stock with full voting rights.
  Series "C" shares that shall not represent more than 25% (twenty
    five percent) of the total amount of shares issued by the company, unless
    that the National Banking and Securities Commission authorizes to modify said
    percentage. This shares have not voting rights and have full economic rights
    and shall be of free subscription. In consequence, the Series "C"
    shares may be acquired by Mexican investors and by foreign, individual or
    corporations.The stockholders’ Meeting that resolve about a new issuance
  of shares may establish Series and inside each Series, different Subseries and
  certain essential characteristics that will restrict the transfer or transmission
  of Shares that conform said Series or Subseries; or condition the rights that,
  in accordance with the law and the by-laws, those shares will give to its holder.
  Within its respective Series, each share will confer the same rights and obligations
  to its holder.
In case that any foreign investor in the present or in the future
  acquires Series "B" or "C" shares, will formally be obligated
  with the Ministry of Foreign Affairs, to be considered as national with respect
  to the shares that he acquires or that is a holder, as well the assets, rights,
  concessions, participations or interest that the company is holder, or the rights
  and obligations that derive of the agreements in which the company will be part
  with the Mexican authorities, and not to invoke for the same purpose the protection
  of their governments under the penalty to loose in the benefit in favor of the
  Mexican nation, the stock parts that she/he have acquired.
The Series "B" shares will grant the right to one
  vote in the stockholders’ meeting.
The Series "C" shares without voting rights will have
  the same economic rights than the ordinary shares, including the participations
  in the profits and in the preemptive right to subscribe the new shares of their
  same Series that would be issued in cash payment, or in goods, in the respective
  proportion. The Series "C" shares will not be estimated, for Quorum
  determination at the shareholders’ meetings, and are considered as neutral
  investment, that will not be estimated in determining the percentage of foreign
  investment participation in the capital stock, in the terms of the Foreign Investment
  Law.
The company or companies, in which this corporation may hold
  the majority of shares or corporate interests, shall not invest direct or indirectly
  in shares of this corporation, nor in any other company that is the principal
  shareholder of said company, or that without being it, have the acknowledge
  that it is a shareholder of the Holding, in any percentage, except in the case
  that such companies acquire shares just to comply with call and put options,
  granted or designed, or that could be granted or designed, in favor of the workers
  of those companies.
The Company may issue non subscribed shares, in the terms of
  article 81 of the Securities Market Law, which shall be in accordance with the
  capital structure and Series division, referred to in this By-laws.
CLAUSE ELEVENTH, REGISTRY. The Company must carry a Nominative
  Stock Registry Book, in accordance with article 128 and 129 of the General Corporations
  Act, which may be kept, by the Secretary of the Board of Directors, a Securities
  Deposit Institution, a credit institution, or by the person appointed by the
  Board of Directors, acting on name and behalf of the Company, as a registry
  officer.
The shares of the Company shall be documented in "Vinculated
  Units" that shall necessarily contain four shares, whether (i) four Series
  "B" shares, or (ii) three Series "B" shares jointly with
  one Series "C" share. In this manner, once that the shares represented
  by the capital stock are organized through said certificates, the company will
  register in its Nominative Stock Registry Book, only the four shares in the
  form of said stock certificates.
The company shall maintain Series "C" shares in the
  company’s Secretary for a non defined time in order to proceed to the
  exchanges to those owning vinculated units that contain four Series "B"
  shares and showing interest for the exchange for associated units containing
  three Series "B" shares and one Series "C" share.
The company will register in said Nominative Stock Registry
  Book all the transactions of subscription, payment, acquisition or transition
  of shares, and of the persons in which favor are transferred. The company shall
  consider as owners of the shares the persons which names appear in said Nominative
  Stock Registry Book." The company shall maintain a Variable Capital Stock
  Registry Book in which shall be registered all of the capital stock increases
  and decreases.

AGENDA

EXTRAORDINARY GENERAL MEETING

Proposal for partial amendment of the company’s bylaws, for their
    adjustment to the changes in the Securities Market Law published in the June
    1, 2001 Official Gazette. Resolution.
  ORDINARY GENERAL MEETING
  
  Board of Directors’ Report; presentation of the 2001 CONTROLADORA
    COMERCIAL MEXICANA, S.A. DE C.V. financial statements. Statutory Auditor’s
    report. Agreements reached with respect to said information and performance
    of the Board of Directors.
  Determination on the application of earnings, with the possible
  decree of dividends of $0.107 per unit representing four shares, and determination
    of the amount of resources to be set aside for the purchase of own shares
    during the current period.
  
  Designation or ratification of the members of the Board of Directors, the
  Statutory Auditor, and of the members of the Executive and
  Audit Committees.
  
  
  Determination of Board of Directors and Statutory Auditor compensation.
  Designation of representative to follow up on compliance with the resolutions
    adopted at this Meeting, and formalization as applicable.FIRST ITEM.-In addressing the first item on the agenda, the President
    explained to the stockholders that the amendments to the Securities Market
    Law published in the June 1, 2001 Official Gazette require that stock issuers
    modify their bylaws as per article 14 Bis 3 of said Law. A project of the
    bylaw articles to be modified as per said Law was distributed to the stockholders
    for their consideration and resolution thereof.Having read and discussed the project submitted for their consideration, and
  with a majority vote representing 98.252% of paid-in capital, the Stockholders
  agreed to:
RESOLUTION


FIRST.- Amend clauses: nine, ten, twelve to fourteen, eighteen to twenty
  three, twenty five and twenty six of the bylaws, as follows:
NINETH, paragraph five:
In the terms of article 14 Bis 3 of the Securities Market Law, the Company
  can acquire own shares through the stock market at the current market price,
  provided the purchase is conducted with a charge to the company’s capital
  stock and, if applicable, to a reserve from after tax earnings denominated reserve
  for the acquisition of own shares. For these purposes, the General Stockholders
  Meeting is to indicate expressly, for each period, the maximum amount to be
  allocated to the purchase of own shares, with the only limitation that the sum
  of the resources allocated for said purpose not exceed the total balance of
  the Company’s after tax earnings, including retained earnings.

NINETH, paragraph nine:
The purchase and placement of shares in the terms set forth is regulated by
  the general rules issued by the National Banking and Securities Commission,
  in the terms of the Law.
TENTH, last paragraph:
Definitive stock certificates must be issued within a term no longer that ninety
  calendar days as from the date on which the share issuance or exchange was agreed.
TWELFTH - TYPES OF MEETINGS.- The General Stockholders’
  Meeting is an entity’s Supreme Organ empowered to resolve all matters
  submitted for its consideration, without detriment to the functions reserved
  for management, and its decisions are mandatory for all the partners, present,
  absent or dissident, except as concerns the provisions of article 201 and 206
  of the General Corporations Law, with respect to point f) of section VI article
  14 Bis 3 of the Securities Market Law. Extraordinary General Meetings are convened
  to reach agreements regarding the matters mentioned in article 182 of the General
  Corporations Law, except as concerns variable capital stock increases or decreases,
  which, like any other matter not reserved for an Extraordinary Meeting, must
  be addressed at an Ordinary Meeting. Special Meetings are convened to address
  matters that can affect the rights of a single category of stockholders. All
  the different types of meetings must be held at the entity’s domicile,
  except in the event of an act of God. An Ordinary Meeting must be held at least
  once a year on the date established by the Board of Directors within the four-month
  period following the end of the period, and is convened to address the matters
  indicated in article 181 of the General Corporations Law and to present to the
  stockholders the entity’s financial statements, both individual and consolidated
  with the companies of which the entity is a stockholder, in conformity with
  accounting principles, as well as the purchase operations and placement of own
  shares referred to in Clause Nine.
THIRTEENTH - CONVENING A MEETING.-Extraordinary and Special
  Ordinary Stockholders’ Meetings are convened by the Board of Directors,
  either through the Secretary or the Chairman of the Board, the Statutory Auditor
  or the persons referred to in article 178, 184 and 185 of the Corporations Law,
  as well as in article 14 Bis 3 of the Securities Market Law.- Meetings are convened
  through publications in a high circulation newspaper of the entity’s location
  or in the Official Gazette.- For Ordinary Meetings, the first and second notifications
  must be published at least five and ten days, respectively, prior to the date
  of the meeting.- For Extraordinary Meetings, the minimum terms for publishing
  these notifications are ten days for the first call to meeting and five days
  for the second.- In all cases, these notifications must indicate the place,
  date and time at which the meeting is to be held, as well as the Agenda. Items
  under "General Matters" must not include the points referred to article
  181 and 182 of the General Corporations Law and its subsribed by a person expressly
  authorized for do so.- As from publication of the notification convening a stockholders’
  meeting, the information and documentation related to each of the points established
  in the agenda must be made available to the stockholders immediately and free
  of charge.- All resolutions adopted with infractions A/in violation of the provisions
  of this article are void, unless the overall shares are represented during the
  vote. Meetings can be held without notification, and resolutions adopted at
  said meetings are valid, provided the entire capital stock is represented during
  the vote.
FOUTREENTH - ADMISSION TO MEETINGS.-For admission to meetings,
  stockholders must: be registered as such in the Shareholders’ Registration
  Book, and obtain from the Secretary of the Board of Directors a card for admission
  to the meeting in question. To obtain said card, the stockholders are required
  to deposit, in advance and at a location specified in the notification, the
  certificates of shares in circulation that they hold or the certificate of share
  deposit issued by a domestic credit institution duly authorized to do so. The
  stockholders can be represented at the meetings by a representative holding
  a general or special power of attorney or designated through the forms prepared
  by the Entity in question, provided these forms meet the following requirements:
  (i) clearly indicate the name of the entity in question, and the respective
  agenda; (ii) provide sufficient space for the instructions of the stockholder
  granting the power of attorney to execute said power. The entity must keep on
  file said forms during the terms set forth in article 173 of the General Corporations
  Law, to be made available upon request to the securities market intermediaries
  substantiating their status as representatives of stockholders, in order for
  said intermediaries to promptly delivery said forms to the stockholders they
  represent. The Secretary of the Board of Directors is required to ensure compliance
  with the provisions of this clause and to submit the corresponding report at
  the stockholders meeting, to be set forth in the minutes of the meeting in question.
SIXTEENTH.-

The following paragraph was added:
Stockholders with voting rights, who hold at least ten percent of the shares
  represented in the meeting, are entitled to request deferral of the vote concerning
  any matter of which they do not consider themselves to be sufficiently informed,
  in accordance with the terms and conditions set forth in article 199 of the
  General Corporations Law.
EIGHTEENTH.- MINUTE REGISTRATION.-The minutes of Stockholders’
  Meetings must be registered in the book of minutes and must be signed by the
  Secretary and the Chairman of the Board of Directors, as well as by the Statutory
  Auditor, if in attendance. If for any reason, a meeting can not be legally INSTALARSE,
  this fact must be set forth in the books of minutes of stockholders’ meetings.
NINETEENTH.- COMPANY ADMINISTRATION.-The company’s administration
  is the responsibility of the Board of Directors, composed of no fewer than 5
  and no more than 25 members, of which at least 25% must be independent advisors.
An independent advisor is one selected for his/her experience, qualifications
  and professional prestige, in the terms of article 14 Bis of the Securities
  Market Law.
A alternate advisor is designated for every stockholding advisor, in the understanding
  that independent alternate advisors must have the same standing. The Chairman
  of the Board can be replaced by a Vice Chairman, or in the absence of a Vice
  Chairman, the Meeting can be chaired by another advisor elected by the board.
  Any party having chaired a meeting can continue attending meetings as a voting
  member, if designated Honorary Chairman by the Board of Directors.
Minority stockholders representing at least 10% of the entity’s capital
  stock represented by voting shares are entitled to designate a stockholding
  advisor and respective alternate advisor, as per article 144 of the General
  Corporations Law. Once the designations by the minority stockholders have been
  concluded, the other Board Members are designated by a majority vote, without
  computing the votes of the minority stockholders involved in the aforementioned
  designations.
TWENTIETH.- DURATION OF POSITION AND DUTIES.-Advisors are designated
  for an indefinite period until this designation is revoked at an Ordinary Stockholders’
  Meeting; however, the advisor in question must continue to perform his/her duties
  as advisor until the replacements take over the position.
The Chairman and two Vice Chairmen who preside over the Audit Committee must
  be designated by the Stockholders; or otherwise, by the Board of Directors,
  which can designate the positions it considers necessary to improve the Committee’s
  performance.
The Chairman of the Board of Directors is the legal representative responsible
  for compliance with the resolutions adopted at Stockholders’ Meetings,
  Meetings of the Board of Directors and Meetings of the Executive Committee,
  without the need for special authorization; has powers granted by law, which
  can be extended by the Stockholders, and a casting vote in the event of a tie
  in the decisions of the Board of Directors.
The Stockholding Secretary, as well as the Secretary Pro-term (empowered to
  conduct any of the functions of the Secretary, as per the current bylaws, as
  alternate Secretary), designated by the Stockholders are not required to act
  at Advisors, are responsible for all non-accounting books and records, and the
  functions conferred in said bylaws and the current legislation, and are required
  to attend all Meetings of the Board of Directors and of the Executive Committee,
  as well as Stockholders’ Meetings, and the Meetings of other Committees,
  with a say but no vote, receiving compensation equal to that of other attendants,
  and are required to prepare the minutes to record the resolutions adopted at
  said meetings.

TWENTY FIRST.-

The following one-paragraph text is added:
Stockholders representing at least 15% of the capital stock can file a civil
  lawsuit against management, provided they meet the requirements set forth in
  article 163 of the General Corporations Law. This legal action can also be filed
  against the Statutory Auditors and members of the Audit Committee.
TWENTY SECOND.- POWERS.-The Board of Directors is the entity’s
  legal representative, with the following powers:
(points 15, 16, 17 and 18 are added to the following text, moving current points
  15 to 19 forward):
14).- To reach an agreement on the temporary acquisition of shares issued by
  the entity and their replacement among the general public, and to designate
  the person or persons responsible for this acquisition and replacement, a proposition
  was made to incorporate new points 15), 16) and 17) in the following text, and
  to move current points 15) to 18) forward:
15).- To approve any operations that depart from the entity’s normal
  business activities, and which are to be conducted by the entity and its partners,
  with members of company management or with parties with which management maintains
  a link or are first or second-degree relatives, spouses; the purchase or sale
  of 10% or more of the company’s assets; granting of guarantees for an
  amount exceeding 30% of company assets, as well as operations other than those
  described above that represent more than 1% of the company’s assets.
16).- The Board of Directors must set up an Audit Committee, whose chairman
  and most members must be independent advisors. This Audit Committee’s
  Meetings must be attended by the Statutory Auditor(s) as guests, with a say
  but no vote.
The Audit Committee will have the following functions: (i) to provide an opinion
  on transactions with the parties referred to in point 15) above; (ii)to propose
  the hiring of independent specialists when considered necessary, to obtain the
  opinion of said specialists on transactions with said related parties; and (iii)
  to prepare an annual report on its activities, to be submitted to the Board
  of Directors, and subsequently for presentation to the stockholders at the Annual
  General Stockholders’ Meeting.
17).- In the terms of section VII of article 14 Bis 3 of the Securities Market
  Law, the Board of Directors can oppose an acquisition of shares considered to
  be hostile, by one or more third parties, company stockholders or not, whether
  intending to acquire the shares directly or indirectly through an intermediary;
  said acquisition is void and can not be subscribed in the entity’s Share
  Registration Book. Consequently, said shares will have no voting rights at any
  stockholders’ meeting, and their holder can exercise none of the corporate
  rights granted by the General Corporations Law or bylaws; unless, prior to said
  share acquisition, the operation is approved with the favorable vote of more
  than two thirds of the members of the Entity’s Board of Directors.
A purchase of shares is considered to be hostile when a person or group of
  parties intends to acquire or acquires in one or more operations, simultaneous
  or consecutive, direct or indirectly, 10% or more of the shares that represent
  the entity’s capital stock, within a period not exceeding 12 months. In
  light of the above, any party intending to acquire said percentage must inform
  the Chairman of the Board of Directors in writing of their intention, and set
  forth all the aspects related to this acquisition. With this information, the
  Board of Directors can convene, in the terms of the entity’s bylaws, an
  Extraordinary Meeting of the Board of Directors and report on the intended share
  purchase, providing the members with all the necessary elements for their analysis.
  If required, the members of the Board of Directors will convene a new meeting,
  to be attended by the party or parties that intend to acquire the shares, so
  that they may clarify any doubts and provide the necessary additional information
  for a resolution to be adopted.
(Point 17 above, which has been approved, is intended to protect the company
  from a hostile share acquisition that would grant control over the company,
  in the understanding that said amendment to the bylaws will be valid, once authorization
  has been obtained from the National Banking and Securities Commission, under
  Article 14 Bis 3, section VII of the Securities Market Law, which empowers the
  Board of Directors to make the necessary changes in the wording of the bylaws,
  provided the intention is maintained.)
18) The Board of Directors is empowered to set up compensation plans for company
  officers and to make decisions with respect to any other matter regarding evaluation,
  planning and finances, with the possibility of establishing intermediary organs
  to assist in this regard.
TWENTY THIRD- SESSIONS - Board of Directors’ meetings must
  be held at least once every three months, and must be called by the Chairman,
  the Secretary, any of the Directors representing at least 25% of the members
  or any of the company’s Statutory Auditors, and may be held anywhere in
  Mexico or abroad. The notifications of the Board of Directors’ meetings
  must be sent out by mail, telegram, Internet, telefax, messenger or any other
  reliable means, at least three days in advance of the meeting. Minutes must
  be taken of each meeting containing the resolutions adopted. Said minutes must
  be signed by the Chairman and the Secretary.
TWENTY FIFTH - EXECUTIVE COMMITTEE- The company may also have
  an Executive Committee, empowered as specified in points one to 11 of Clause
  twenty two of these by-laws and will comprise the number of proprietary members
  and alternates determined at an Ordinary Stockholders’ Meeting, not to
  exceed ten, all members of the company’s Board of Directors. Which must
  necessarily include the Chairman and the Secretary of the Board of Directors
  , who must hold the same positions on the Executive Committee. The members of
  the Executive Committee will sit on that committee for a period of one year,
  and unless they are removed from their posts by a vote taken at a General Ordinary
  Stockholders’ Meeting, they must remain in their posts until their replacements
  take office. They may be reelected and will receive the remuneration determined
  at a General Ordinary Stockholders’ Meeting. The Executive Committee will
  meet when required by the Chairman of the Committee or any three of its members,
  following notification issued to the Chairman in writing five calendar days
  in advance of the event. The Statutory auditor of the Company will be requested
  to attend the meeting, but will not be entitled to vote. Executive Committee
  meetings are only valid when a majority of its members are in attendance.
TWENTY SIXTH - SURVEILLANCE OF THE COMPANY - Surveillance will
  be assigned to one or several Proprietary Statutory Auditors, each of which
  must have a deputy auditor. The Auditor(s) and his (their) deputy(ies) will
  be appointed or reelected at the General Ordinary Stockholders’ Meeting
  and must provide the guarantees required of the General Ordinary Stockholders’
  Meeting in the terms of Clause Twenty First of these by-laws. Holders of voting
  and nonvoting shares representing at least ten per cent of the capital stock
  may appoint a Statutory Auditor. The Proprietary Auditors and the alternates
  need not be stockholders of the company. They must remain in their posts until
  their replacements take office. The Auditors will have the attributes and obligations
  specified in Article 166 of the Corporations Law as well as those granted by
  the stockholders.
Aside from the Board of Directors’ meetings, Auditors must attend all
  meetings of intermediary consulting organs to which the Board of Directors has
  delegated some faculty.
POINT TWO - At the Ordinary Annual Stockholders’ Meeting, the Chairman
    of the Board of Directors stated that in compliance with Article 172 of the
    Corporations Law, he would render the Board of Directors’ report on
    company operations during the period ended on December 31, 2001. The Chairman
    of the Board stated that the report included the Financial Statements which
    he also submitted to the consideration of the stockholders, as well as the
    information on accounting criteria and policies contained in the notes to
    the Financial Statements and the Statutory Auditor’s report which were
    put at the disposal of the stockholders as from the date of publication of
    the summons to this Stockholders’ Meeting.
  At the request of the Chairman, public accountant Rogerio Casas Alatriste
    Hernandez, the company’s Statutory Auditor, read his report on the company’s
    Financial Statements in which he states that said statements reasonably present
    the financial position of the company in accordance with generally accepted
    accounting principles, applied on a consistent basis, and he therefore proposed
    that the information submitted by the Board of Directors should be approved
    by the stockholders.
  Once the stockholders have analyzed the report of the Board of Directors
    and the Statutory Auditor’s report, and having heard the explanations
    provided, they unanimously voted in favor of the following:
  
  RESOLUTIONS
  SECOND- All the terms of the report submitted to the stockholders
    by the Board of Directors in compliance with Article 172 of the Corporations
    Law concerning company operations carried out in the period ended on December
    31, 2001 were approved, and a copy of the report was attached to the file
    containing the minutes of said Stockholders’ Meeting.
  THIRD- All parts of the Financial Statements of Controladora Comercial
    Mexicana S.A. de C.V. at December 31, 2001, both individual and consolidated,
    were approved as they were submitted to the Stockholders’ Meeting, and
    a copy of said Financial Statements was attached to the file containing the
    minutes of this Stockholders’ Meeting.
  FOURTH- The report submitted by the company’s Statutory Auditor
    concerning the Financial Statements of the company at December 31, 2001 was
    received and approved, and a copy of that report was included in the file
    containing the Minutes of this Stockholders’ Meeting.
  FIFTH- All the actions taken by the Board of Directors in the legal
    performance of its functions during the period ended on December 31, 2001
    were approved and ratified.
  SIXTH- It was agreed to renew for a period of one year the "Programa
    de emisiones de obligaciones de Controladora Comercial Mexicana, S.A. de C.V.
    2000" (the program for issuance of Controladora Comercial Mexicana S.A.
    de C.V. 2000 debentures) agreed at the special stockholders’ meeting
    held on September 22, 2000, for which purpose, the financial statements approved
    at this stockholders’ meeting will be used as a base for the issuance
    of any such debentures.
  POINT THREE - In dealing with the third point in the order of the
    day, the Secretary read the draft containing the application of results for
    the period ended on December 31, 2001.
  Having analyzed the proposal for application of profits, the stockholders
    unanimously adopted the following:
  
  RESOLUTIONS
  SEVENTH- The proposal submitted by the Controladora Comercial
    Mexicana S.A. de C.V. Board of Directors concerning the application of profits
    shown in the individual Financial Statements of the company at December 31,
    2001 is approved, and it is agreed that 5% of the net distributable profit
    should be set aside to increase the legal reserve, and that the remainder
    be applied to retained earnings.
  The stockholders also agreed to the payment of a cash dividend from the company’s
    retained earnings amounting to $0.107 (10.7 Mexican centavos) for each of
    the Units in circulation on the date on which the dividend is paid, which
    must be covered in a single payment upon presentation of coupon number six
    of current share certificates and upon signature of the respective receipt
    as from April 16, 2002, on the understanding that each Unit represents for
    shares of the subscribed and paid-in capital stock of the company, which has
    been decreased by the repurchasing carried out by the company in the stock
    market.
  That dividend must be paid with profits arising from the after-tax earnings
    account referred to in Article 88 of the current Income Tax Law.
  EIGHTH- The stockholders agreed to increase the current reserve
    for repurchase of company shares, with funds taken from retained earnings,
    so that said reserve would total one billion pesos, to be restated periodically
    on the basis of the National Consumer Price Index published by the Banco de
    Mexico, which can affect the capital stock by an amount up to and including
    the above-mentioned total.
  
  POINT FOUR - The Secretary read the proposal presented concerning
    the remuneration of members of the Board of Directors and Statutory Auditors
    for services rendered during the period ending on December 31, 2002.
  The stockholders considered the proposal presented and unanimously adopted
    the following:
  RESOLUTION
  NINTH - It is agreed that for the period ending on December
    31, 2002 and unless determine otherwise at a Stockholders’ Meeting,
    the members of the Board of Directors and the Statutory Auditors of the company
    are to be paid $13,500 (thirteen thousand five hundred pesos 00/100) for each
    quarterly Board of Directors’ meeting they attend, and $4,400 (four
    thousand four hundred pesos 00/100) for each meeting of the Audit Committee
    they attend.
  
  POINT FIVE.- As concerns the composition of the Board of Directors, the
    Executive Committee and the Audit Committee and the positions of Proprietary
    Auditor and Alternate, the stockholders adopted the following:
  
  RESOLUTIONS
  
  
  TENTH- the following persons are appointed to the Board of
    Directors of Controladora Comercial Mexicana S.A. de C.V., in the following
    positions, on the understanding that the persons identified with an asterisk
    qualify as independent.
  Position
      Owner
      AlternateChairman
      Don Guillermo González Nova
      Lic. Gustavo González FernandezVice-chairman
      Don Jaime González Nova
      Lic. Luis Felipe González SolanaVice-chairman
      Lic. Carlos González Zabalegui
      Lis. Jaime González SolanaDirector
      Ing. Francisco Martínez de la Vega
      Lic. Luis Felipe González ZabaleguiDirector
      Lic. Angel Portilla González
      Lic. Alejandro González ZabaleguiDirector
      Lic. Javier Cantú Charles
      Don Ignacio Parada DíazDirector
      Lic. Pablo González Guerra*
      Lic. Antonino B. González Guerra*Director
      Sra. Elena M.González de Guichard*
      Sr. Luis José Guichard González*Director
      Don Fermín Sobero San Martín*
      Sr. Humberto Melendez Martínez*Director
      Ing. Santiago García García
      Sr. Miguel Garatea LergaSecretary
      Lic. José Luis Rico Maciel
       Pro- Secretary
      Lic. Rodolfo García Gómez de Parada
       * Independent
  Mr. Carlos González Nova is confirmed as Honorary Chairman and Mr.
    Carlos González Zabalegui as Executive Chairman, and it is established
    that said position is equivalent to the position defined in the Corporations
    Law in Article 145 as General Manager reporting to the Board of Directors,
    who is empowered to carry out acts of administration and ownership, conduct
    lawsuits and sign credit instruments and operations with the most ample powers
    available under law.
  ELEVENTH- According to point 16 of clause 22 of the bylaws, the Audit
    Committee is comprised of the following persons: Don Fermín Sobero
    San Martín as Chairman, and as members of the Board Pablo González
    Guerra and Javier Cantu Charles. According to the bylaws, the statutory auditors
    and secretaries, owners or alternates may attend meetings with speaking rights
    but not voting rights.
  TWELFTH- As specified in clause 25 of the bylaws , the Executive
    Committee of the company is comprised of the following persons:
  Don Guillermo González Nova, Don Jaime González Nova, Mr. Carlos
    González Zabalegui, Mr. Francisco Martinez de la Vega, Mr. Javier Cantu
    Charless, Mr. Angel Portilla González, and Mr. Santiago Garcia Garcia.
    Also participating are Messrs. Jose Luis Rico Maciel and Mr. Rodolfo Garcia
    Gomez de Parada as Secretary and ProSecretary, respectively, as well as Don
    Carlos González Nova as Honorary Chairman.
  The Executive Committee of the Board of Directors must incorporate two commissions
    to meet periodically to provide follow-up on information pertaining to the
    companies of the group, one for Comercial Mexicana, to be presided over by
    Don Jaime González Nova and the other for Restaurantes California,
    to be presented over by Don Guillermo González Nova.
  THIRTEENTH - Don Rogerio Casas Alatriste Hernandez is confirmed
    as Proprietary Statutory Auditor and Mr. Manuel Garcia Brana as Alternate
    Auditor.
  FOURTEENTH - It is announced that the members of the Board
    of Directors and the auditors have accepted the positions and have provided
    the guarantee specified in the bylaws.
  
  POINT SIX -As concerns the last point of the order of the day, by
    unanimous vote, the stockholders adopted the following:RESOLUTION
FIFTEENTH- The following persons have been appointed as representatives
  of the shareholders: Messrs. Carlos González Zabalegui, Jose Luis Rico
  Maciel and Rodolfo Garcia Gomez de Parada, any of which on behalf of the company
  may:
Appear before the notary public of their choice to notarize the minutes
    or the relative part of the minutes of this stockholders’ meeting.
  When necessary, in person or through another person to be designated for
    that purpose, register the notarized minutes at the Mexico City Public Commerce
    Registry.
  Issue the certificates of these minutes or of any of its parts necessary
    to and, in general, execute the resolutions adopted by the stockholders at
    this meeting.
It is hereby certified that during the course of this meeting, from beginning
    to end, the stockholders and the representatives of the stockholders taking
    part in the stockholders’ meeting were all in attendance.
  Attached to the file for these minutes are: a) an attendance list certified
    by the teller and the Secretary; b) powers of attorney of the stockholders’
    representatives; c) admission cards; d) a Board of Directors’ report;
    e) financial statements of the company at December 31, 2001; f) the Statutory
    Auditor’s report; h) copies of the summons published in Reforma and
    El Economista on March 22, 2002 and in the Official Gazette on April 1 of
    the same year.
  With no further matters to discuss, the resolutions contained in these minutes
    prepared during the course of the meeting were read, and once the minutes
    were read and approved by all in attendance, it was signed by the Chairman,
    the Secretary and the Statutory Auditor.
  CHAIRMAN
      SECRETARYDon Guillermo González Nova
      Lic. Rodolfo García Gómez de
        ParadaSTATUTORY AUDITORC.P. Rogerio Casas Alatriste Hernández
Exhibit 2.1

CONTROLADORA COMERCIAL MEXICANA, S.A. DE C.V.,
Issuer
to
THE BANK OF NEW YORK,
Trustee
_________________
INDENTURE
_________________
Dated as of June 1, 2005
Senior Debt Securities
Reconciliation and tie between
  Trust Indenture Act of 1939 (the "Trust Indenture Act")
  and Indenture
Trust Indenture Act Section
    Indenture Sectionx310(a)(l)
    607.(a)(2)
    607.(b)
    608x312(a)
    701.(b)
    702.(c)
    702x313(a)
    703.(b)(2)
    703.(c)
    703.(d)
    703x314(a)
    704.(c)(1)
    102.(c)(2)
    102.(e)
    102.(f)
    102x316(a) (last sentence)
    101.(a)(l)(A)
    502, 512.(a)(1)(B)
    513.(b)
    508x317(a)(1)
    503.(a)(2)
    504.(b)
    1003x318(a)
    108Note:	This reconciliation and tie shall not, for any purpose, be deemed
      to be part of the Indenture.ARTICLE ONEDEFINITIONS AND OTHER PROVISIONS
      OF GENERAL APPLICATIONSection 101.
    Definitions; Rules of Construction
    1Section 102.
    Compliance Certificates and Opinions
    16Section 103.
    Form of Documents Delivered to Trustee
    17Section 104.
    Acts of Holders
    18Section 105.
    Notices, etc. to Trustee and Company
    20Section 106.
    Notice to Holders of Securities; Waiver
    20Section 107.
    Language of Notices
    21Section 108.
    Conflict with Trust Indenture Act
    21Section 109.
    Effect of Headings and Table of Contents
    21Section 110.
    Successors and Assigns
    21Section 111.
    Separability Clause
    21Section 112.
    Benefits of Indenture
    22Section 113.
    Governing Law; Submission to Jurisdiction; Appointment
      of CT Corporation
    22Section 114.
    Waiver of Jury Trial
    23Section 115.
    Legal Holidays
    23Section 116.
    Counterparts
    23Section 117.
    Judgment Currency
    23Section 118.
    No Security Interest Created
    24Section 119.
    Limitation on Individual Liability
    24ARTICLE TWOSECURITIES FORMSSection 201.
    Forms Generally
    25Section 202.
    Form of Trustees Certificate of Authentication
    25Section 203.
    Securities in Global Form
    25ARTICLE THREETHE SECURITIESSection 301.
    Amount Unlimited; Issuable in Series
    26Section 302.
    Currency; Denominations
    30Section 303.
    Execution, Authentication, Delivery and Dating
    30Section 304.
    Temporary Securities
    32Section 305.
    Registration, Transfer and Exchange
    33Section 306.
    Mutilated, Destroyed, Lost and Stolen Securities
    37Section 307.
    Payment of Interest and Certain Additional Amounts;
      Rights to Interest and Certain Additional Amounts Preserved
    38Section 308.
    Persons Deemed Owners
    40Section 309.
    Cancellation
    41Section 310.
    Computation of Interest
    41Section 311.
    CUSIP Numbers
    41ARTICLE FOURSATISFACTION AND DISCHARGE OF
      INDENTURESection 401.
    Satisfaction and Discharge
    41Section 402.
    Defeasance and Covenant Defeasance
    43Section 403.
    Application of Trust Money
    47ARTICLE FIVEREMEDIESSection 501.
    Events of Default
    48Section 502.
    Acceleration of Maturity; Rescission and Annulment
    50Section 503.
    Collection of Indebtedness and Suits for Enforcement
      by Trustee
    50Section 504.
    Trustee May File Proofs of Claim
    51Section 505.
    Trustee May Enforce Claims without Possession
      of Securities or Coupons
    52Section 506.
    Application of Money Collected
    52Section 507.
    Limitations on Suits
    53Section 508.
    Unconditional Right of Holders to Receive Principal
      and any Premium, Interest and Additional Amounts
    54Section 509.
    Restoration of Rights and Remedies
    54Section 510.
    Rights and Remedies Cumulative
    54Section 511.
    Delay or Omission Not Waiver
    54Section 512.
    Control by Holders of Securities
    55Section 513.
    Waiver of Past Defaults
    55Section 514.
    Waiver of Stay or Extension Laws
    55Section 515.
    Undertaking for Costs
    56ARTICLE SIXTHE TRUSTEESection 601.
    Certain Duties and Responsibilities
    56Section 602.
    Certain Rights of Trustee
    57Section 603.
    Notice of Defaults
    59Section 604.
    Not Responsible for Recitals or Issuance of Securities
    59Section 605.
    May Hold Securities
    60Section 606.
    Money Held in Trust
    60Section 607.
    Compensation and Reimbursement
    60Section 608.
    Corporate Trustee Required; Eligibility
    61Section 609.
    Resignation and Removal; Appointment of Successor
    61Section 610.
    Acceptance of Appointment by Successor
    63Section 611.
    Merger, Conversion, Consolidation or Succession
      to Business
    64Section 612.
    Appointment of Authenticating Agent
    65Section 613.
    Appointment of Co-Trustee
    66ARTICLE SEVENHOLDERS LISTS AND REPORTS BY TRUSTEE
      AND COMPANYSection 701.
    Company to Furnish Trustee Names and Addresses
      of Holders
    68Section 702.
    Preservation of Information; Communications to
      Holders
    68Section 703.
    Reports by Trustee
    69Section 704.
    Reports by Company; Rule 1444 Information
    69ARTICLE EIGHTCONSOLIDATION, MERGER AND SALESSection 801.
    Company May Consolidate, Etc., Only on Certain
      Terms
    70Section 802.
    Successor Person Substituted for Company
    71ARTICLE NINESUPPLEMENTAL INDENTURESSection 901.
    Supplemental Indentures without Consent of Holders
    71Section 902.
    Supplemental Indentures with Consent of Holders
    73Section 903.
    Execution of Supplemental Indentures
    74Section 904.
    Effect of Supplemental Indentures
    74Section 905.
    Reference in Securities to Supplemental Indentures
    74Section 906.
    Conformity with Trust Indenture Act
    74Section 907.
    Notice of Supplemental Indenture
    75ARTICLE TENCOVENANTSSection 1001.
    Payment of Principal, any Premium, Interest and
      Additional Amounts
    75Section 1002.
    Maintenance of Office or Agency
    75Section 1003.
    Money for Securities Payments to Be Held in Trust
    76Section 1004.
    Additional Amounts
    78Section 1005.
    Limitation on Liens
    81Section 1006.
    Limitation on Subsidiary Indebtedness
    83Section 1007.
    Limitation on Sale and Leaseback
    85Section 1008.
    Repurchase of Securities upon a Change of Control
    85Section 1009.
    Withholding Tax Redemption
    86Section 1010.
    Corporate Existence
    88Section 1011.
    Waiver of Certain Covenants
    88Section 1012.
    Company Statement as to Compliance; Notice of
      Certain Defaults
    88Section 1013.
    Calculation of Original Issue Discount
    89ARTICLE ELEVENREDEMPTION OF SECURITIESSection 1101.
    Applicability of Article
    89Section 1102.
    Election to Redeem; Notice to Trustee
    89Section 1103.
    Selection by Trustee of Securities to be Redeemed
    89Section 1104.
    Notice of Redemption
    90Section 1105.
    Deposit of Redemption Price
    91Section 1106.
    Securities Payable on Redemption Date
    92Section 1107.
    Securities Redeemed in Part
    93ARTICLE TWELVESINKING FUNDSSection 1201.
    Applicability of Article
    93Section 1202.
    Satisfaction of Sinking Fund Payments with Securities
    93Section 1203.
    Redemption of Securities for Sinking Fund
    94ARTICLE THIRTEENREPAYMENT AT THE OPTION OF HOLDERSSection 1301.
    Applicability of Article
    94ARTICLE FOURTEENSECURITIES IN FOREIGN CURRENCIESSection 1401.
    Applicability of Article
    95ARTICLE FIFTEENMEETINGS OF HOLDERS OF SECURITIESSection 1501.
    Purposes for Which Meetings May Be Called
    95Section 1502.
    Call, Notice and Place of Meetings
    95Section 1503.
    Persons Entitled to Vote at Meetings
    96Section 1504.
    Quorum; Action
    96Section 1505.
    Determination of Voting Rights; Conduct and Adjournment
      of Meetings
    97Section 1506.
    Counting Votes and Recording Action of Meetings
    98
INDENTURE, dated as of June 1, 2005 (the "Indenture"), between
  Controladora Comercial Mexicana, S.A. de C.V., a limited liability variable
  stock corporation (sociedad anónima de capital variable)
  (hereinafter called the "Issuer" or the "Company")
  organized under the laws of the United Mexican States ("Mexico"),
  having its principal executive office located at Avenida Revolución No.
  780 Módulo 2, Col. San Juan C.P., 03730 Mexico, D.F., Mexico; fax: +52
  (55) 5270-9302, and The Bank of New York, a New York banking corporation (hereinafter
  called the "Trustee"), having its Corporate Trust Office located
  at 101 Barclay Street, New York, New York 10286; fax: +1 (212) 815-5820.
RECITALS
The Company has duly authorized the execution and delivery of this Indenture
  to provide for the issuance from time to time of its senior unsecured debentures,
  notes or other evidences of Indebtedness (hereinafter called the "Securities"),
  unlimited as to principal amount, to bear such rates of interest, to mature
  at such time or times, to be issued in one or more series and to have such other
  provisions as shall be fixed as hereinafter provided.
The Company has duly authorized the execution and delivery of this Indenture.
  All things necessary to make this Indenture a valid agreement of the Company,
  in accordance with its terms, have been done.
This Indenture is subject to the provisions of the Trust Indenture Act of 1939,
  as amended, and the rules and regulations of the Securities and Exchange Commission
  promulgated thereunder that are required to be part of this Indenture and, to
  the extent applicable, shall be governed by such provisions.
NOW, THEREFORE, THIS INDENTURE WITNESSETH:
For and in consideration of the premises and the purchase of the Securities
  by the Holders (as herein defined) thereof, it is mutually covenanted and agreed,
  for the equal and proportionate benefit of all Holders of the Securities or
  of any series thereof and any Coupons (as hereinafter defined) as follows:
Definitions and Other Provisions of General Application
  Definitions; Rules of Construction.
    Except as otherwise expressly provided in or pursuant to this Indenture
      or unless the context otherwise requires, for all purposes of this Indenture:
    the terms defined in this Article have the meanings assigned to them
        in this Article and include the plural as well as the singular;
      all other terms used herein which are defined in the Trust Indenture
        Act, either directly or by reference therein, have the meanings assigned
        to them therein;
      except as otherwise indicated, all accounting terms not otherwise defined
        herein have the meanings assigned to them in accordance with Mexican GAAP;
      the words "herein", "hereof", "hereto"
        and "hereunder" and other words of similar import refer to this
        Indenture as a whole and not to any particular Article, Section or other
        subdivision;
      the word "or" is always used inclusively (for example, the
        phrase "A or B" means "A or B or both", not "either
        A or B but not both");
      provisions apply to successive events and transactions;
      the masculine gender includes the feminine and the neuter; and
      references to agreements and other instruments include subsequent amendments
        thereto.Certain terms used principally in certain Articles hereof are defined in
      those Articles.
    "Act", when used with respect to any Holders, has the
      meaning specified in Section 104.
    "Additional Amounts" has the meaning specified in Section
      1004.
    "Affiliate" means, as applied to any Person, any other
      Person directly or indirectly controlling, controlled by, or under direct
      or indirect common control with, such Person. For purposes of this definition,
      "control" (including, with correlative meanings, the terms "controlling,"
      "controlled by" and "under common control with"), as
      applied to any Person, means the possession, directly or indirectly, of
      the power to direct or cause the direction of the management and policies
      of such Person, whether through the ownership of voting securities, by contract
      or otherwise.
    "Attributable Debt" in respect of a Sale and Leaseback
      Transaction means, at the time of determination, the present value of the
      obligation of the lessee for net rental payments during the remaining term
      of the lease included in such Sale and Leaseback Transaction including any
      period for which such lease has been extended or may, at the option of the
      lessor, be extended. Such present value shall be calculated using a discount
      rate equal to the rate of interest implicit in such transaction, determined
      in accordance with Mexican GAAP.
    "Authenticating Agent" means any Person authorized by
      the Trustee pursuant to Section 612 to act on behalf of the Trustee to authenticate
      Securities of one or more series.
    "Authorized Newspaper" means a newspaper, in an official
      language of the place of publication or in the English language, customarily
      published on each day that is a Business Day in the place of publication,
      whether or not published on days that are Legal Holidays in the place of
      publication, and of general circulation in each place in connection with
      which the term is used or in the financial community of each such place.
      Where successive publications are required to be made in Authorized Newspapers,
      the successive publications may be made in the same or in different newspapers
      in the same city meeting the foregoing requirements and in each case on
      any day that is a Business Day in the place of publication.
    "Bearer Security" means any Security in the form established
      pursuant to Section 201 which is payable to bearer.
    "Board of Directors" means the Board of Directors of the
      Company or the Executive Committee thereof, if duly authorized by the Board
      of Directors and under Mexican law to act with respect to the Indenture;
      provided, that for purposes of clause (ii) of the definition of Change
      of Control, the Board of Directors shall mean the entire Board of Directors
      then in office.
    "Board Resolution" means a copy of one or more resolutions,
      certified by the Secretary or an Assistant Secretary of the Company to have
      been duly adopted by the Board of Directors and to be in full force and
      effect on the date of such certification, delivered to the Trustee.
    "Business Day" means, unless otherwise specified with
      respect to any Securities pursuant to Section 301, any day other than a
      Saturday, Sunday or other day on which banking institutions in The City
      of New York, Luxembourg or other location are authorized or obligated by
      law, regulation or executive order to close.
    "Capitalized Lease Obligation" of any Person means any
      obligation of such Person to pay rent or other amounts under a lease with
      respect to any property (whether real, personal or mixed) acquired or leased
      (other than leases for transponders) by such Person and used in its business
      that is required to be accounted for as a liability on the balance sheet
      of such Person in accordance with Mexican GAAP and the amount of such Capitalized
      Lease Obligation shall be the amount so required to be accounted for as
      a liability.
    "Change of Control" means such time as (i) a "person"
      or "group" (within the meaning of Sections 13(d) and l4(d)(2)
      of the Exchange Act) becomes the ultimate "beneficial owner" (as
      defined in Rule 13d-3 under the Exchange Act) of shares of Voting Stock
      of the Company representing more than 50% of the total voting power of the
      total Voting Stock of the Company on a fully diluted basis and (A) such
      ownership is greater than the amount of voting power of the total Voting
      Stock, on a fully diluted basis, "beneficially owned" by the Existing
      Stockholders and their Affiliates on such date, (B) such beneficial owner
      has the right under applicable law to exercise the voting power of such
      shares and (C) such beneficial owner has the right to elect more directors
      than the Existing Stockholders and their Affiliates on such date; or (ii)
      individuals who on the Closing Date constitute the Board of Directors of
      the Company (together with any new directors whose elections by the Board
      of Directors or whose nomination for election by the Company’s stockholders
      was approved by a vote of at least two-thirds of the members of the Board
      of Directors then in office who either were members of the Board of Directors
      on the Closing Date or whose election or nomination for election was previously
      so approved) cease for any reason to constitute a majority of the members
      of the Board of Directors then in office.
    "Commission" means the U.S. Securities and Exchange Commission,
      as from time to time constituted, created under the Exchange Act.
    "Common Stock" includes any stock of any class of the
      Company which has no preference in respect of dividends or of amounts payable
      in the event of any voluntary or involuntary liquidation, dissolution or
      winding up of the Company.
    "Company" means the Person named as the "Company"
      in the first paragraph of this instrument until a successor Person shall
      have become such pursuant to the applicable provisions of this Indenture,
      and thereafter "Company" shall mean such successor Person, and
      any other obligor upon the Securities.
    "Company Request" and "Company Order"
      mean, respectively, a written request or order, as the case may be, signed
      in the name of the Company by the Chairman of the Board of Directors, a
      Vice Chairman, the Chief Executive Officer, the President or a Vice President,
      and by the Chief Accounting Officer, the Chief Financial Officer, the Treasurer,
      an Assistant Treasurer, the Secretary or an Assistant Secretary of the Company
      and delivered to the Trustee.
    "Consolidated Net Tangible Assets" means total consolidated
      assets of the Company and its Restricted Subsidiaries less (i) all current
      liabilities, (ii) all goodwill, (iii) all trade names, trademarks, patents
      and other intellectual property assets and (iv) all licenses of the Company
      and its Restricted Subsidiaries, each as set forth on its most recently
      prepared quarterly or annual consolidated balance sheet and computed in
      accordance with Mexican GAAP.
    "Conversion Event" means the cessation of use of (i) a
      Foreign Currency both by the government of the country or the confederation
      which issued such Foreign Currency and for the settlement of transactions
      by a central bank or other public institutions of or within the international
      banking community or (ii) any currency unit or composite currency for the
      purposes for which it was established.
    "Corporate Trust Office" means the principal corporate
      trust office of the Trustee at which at any particular time its corporate
      trust business shall be administered, which office at the date of original
      execution of this Indenture is located at 101 Barclay Street, New York,
      New York 10286, Attention: Corporate Trust Administration - Global Finance
      Office or such other address as the Trustee may designate from time to time
      by notice to the Holders and the Company, or the principal corporate trust
      office of any successor Trustee (or such other address as a successor Trustee
      may designate from time to time by notice to the Holders and to the Company).
    "Corporation" includes corporations and limited liability
      companies and, except for purposes of Article Eight, associations, companies
      (other than limited liability companies) and business trusts.
    "Coupon" means any interest coupon appertaining to a Bearer
      Security.
    "Currency", with respect to any payment, deposit or other
      transfer in respect of the principal of or any premium or interest on or
      any Additional Amounts with respect to any Security, means Dollars or the
      Foreign Currency, as the case may be, in which such payment, deposit or
      other transfer is required to be made by or pursuant to the terms hereof
      or such Security and, with respect to any other payment, deposit or transfer
      pursuant to or contemplated by the terms hereof or such Security, means
      Dollars.
    "CUSIP number" means the alphanumeric designation assigned
      to a Security by Standard & Poor’s Corporation, CUSIP Service Bureau.
    "Defaulted Interest" has the meaning specified in Section
      307.
    "Dollars" or "$" means a dollar or other equivalent
      unit of legal tender for payment of public or private debts in the United
      States of America.
    "Event of Default" has the meaning specified in Section
      501.
    "Exchange Act" means the Securities Exchange Act of 1934,
      as amended, or any successor thereto, in each case as amended from time
      to time.
    "Existing Stockholders" means (i) Carlos Gonzalez Nova,
      Jaime Gonzalez Nova and Guillermo Gonzalez Nova, (ii) any parent, brother
      or sister, child, grandchild, niece, nephew or cousin of one of the individuals
      named in clause (i), (iii) the spouse or a former spouse of any individual
      named in clause (i) or (ii), (iv) the lineal descendants of any person named
      in clauses (i) through (iii) and the spouse or a former spouse of any such
      lineal descendant, (v) the estate or any guardian, custodian or other legal
      representative of any individual named in clauses (i) through (iv), (vi)
      any trust established solely for the benefit of any one or more of the individuals
      named in clauses (i) through (v) and (vii) any Person in which all of the
      equity interests are owned, directly or indirectly, by any one or more of
      the Persons named in clauses (i) through (vi).
    "Fair Market Value" means, with respect to any asset or
      property, the price which could be negotiated in an arm’s-length transaction,
      for cash, between an informed and willing seller under no compulsion to
      sell and an informed and willing buyer under no compulsion to buy. Fair
      Market Value shall be determined by the Board of Directors, acting in good
      faith and evidenced by a Board Resolution.
    "Fitch" means Fitch Ratings, a subsidiary of Fimalac,
      S.A.
    "Foreign Currency" means any currency, currency unit or
      composite currency, including, without limitation, the euro, issued by the
      government of one or more countries other than the United States of America
      or by any recognized confederation or association of such governments.
    "Funded Indebtedness" of any Person means, as of the date
      as of which the amount thereof is to be determined, without duplication,
      all Indebtedness of such Person, which by the terms thereof have a final
      maturity, duration or payment date more than one year from the date of determination
      thereof (including, without limitation, any balance of such Indebtedness
      or obligation which was Funded Indebtedness at the time of its creation
      maturing within one year from such date of determination) or which has a
      final maturity, duration or payment date within one year from such date
      of determination but which by its terms may be renewed or extended at the
      option of such Person for more than one year from such date of determination,
      whether or not theretofore renewed or extended; provided, however,
      "Funded Indebtedness" shall not include (1) any Indebtedness of
      the Company or any Subsidiary to the Company or another Subsidiary, (2)
      any guarantee by the Company or any Subsidiary of Indebtedness of the Company
      or another Subsidiary, providedthat such guarantee is not secured
      by a Lien on any Operating Property, (3) any guarantee by the Company or
      any Subsidiary of the Indebtedness of any Person (including, without limitation,
      a business trust), if the obligation of the Company or such Subsidiary under
      such guaranty is limited in amount to the amount of funds held by or on
      behalf of such Person that are available for the payment of such Indebtedness,
      (4) liabilities under interest rate swap, exchange, collar or cap agreements
      and all other agreements or arrangements designed to protect against fluctuations
      in interest rates or currency exchange rates, and (5) liabilities under
      commodity hedge, commodity swap, exchange, collar or cap agreements, fixed
      price agreements and all other agreements or arrangements designed to protect
      against fluctuations in prices. For purposes of determining the outstanding
      principal amount of Funded Indebtedness at any date, the amount of Indebtedness
      issued at a price less than the principal amount thereof shall be equal
      to the amount of the liability in respect thereof at such date determined
      in accordance with Mexican GAAP.
    "Government Obligations" means securities which are (i)
      direct obligations of the United States of America or the other government
      or governments in the confederation which issued the Foreign Currency in
      which the principal of or any premium or interest on any Security or any
      Additional Amounts in respect thereof shall be payable, in each case where
      the payment or payments thereunder are supported by the full faith and credit
      of the United States or such government or governments or (ii) obligations
      of a Person controlled or supervised by and acting as an agency or instrumentality
      of the United States of America or such other government or governments,
      in each case where the timely payment or payments thereunder are unconditionally
      guaranteed as a full faith and credit obligation by the United States of
      America or such other government or governments, and which, in the case
      of (i) or (ii), are not callable or redeemable at the option of the issuer
      or issuers thereof, and shall also include a depository receipt issued by
      a bank or trust company as custodian with respect to any such Government
      Obligation or a specific payment of interest on or principal of or other
      amount with respect to any such Government Obligation held by such custodian
      for the account of the holder of a depository receipt, provided that (except
      as required by law) such custodian is not authorized to make any deduction
      from the amount payable to the holder of such depository receipt from any
      amount received by the custodian in respect of the Government Obligation
      or the specific payment of interest on or principal of or other amount with
      respect to the Government Obligation evidenced by such depository receipt.
    "Holder", in the case of any Registered Security, means
      the Person in whose name such Security is registered in the Security Register
      and, in the case of any Bearer Security, means the bearer thereof and, in
      the case of any Coupon, means the bearer thereof.
    "Indebtedness" of any Person, without duplication, means:
    (1) 	any indebtedness of such Person (i) for borrowed money or (ii)
      evidenced by a note, debenture or similar instrument (including a purchase
      money obligation) given in connection with the acquisition of any property
      or assets, including securities;
    (2) 	any guarantee by such Person of any indebtedness of others described
      in the preceding clause (1); and
    (3)	to the extent not otherwise included in this definition, net liabilities
      under interest rate and currency protection agreements, if any, determined
      on a marked-to-market basis as of the date of the most recent annual or
      quarterly consolidated financial statements of the Company and its Subsidiaries
      filed with the National Banking and Securities Commission, the Mexican Stock
      Exchange or the Commission;
    (4)	any Capitalized Lease Obligation; and
    (5)	any amendment, renewal, extension or refunding of any such indebtedness
      or guarantee.
    Provided, however, Indebtedness shall not include:
    (1)	(x) trade payables or (y) accrued liabilities not relating to borrowed
      money, in each case, arising in the ordinary course of business which are
      not overdue and which by their terms are not then being assessed interest
      and/or penalties, or which are being contested in good faith; or
    (2)	any liability for (A) federal, state, local, income, asset or other
      taxes or employee profit sharing obligations of Mexico, the United States
      or any other jurisdiction, (B) endorsement of negotiable instruments for
      deposit or collection or similar transactions in the ordinary course of
      business or (C) any indebtedness that has been defeased or satisfied in
      accordance with the terms of the documents governing such indebtedness (or
      with respect to which an amount of cash or cash equivalents sufficient to
      repay, defease or satisfy such Indebtedness has been placed in escrow or
      in trust for the purpose of paying, defeasing or satisfying such Indebtedness,
      but only if under Mexican GAAP the Indebtedness to be paid, defeased or
      satisfied would no longer be considered Indebtedness required to be included
      on the consolidated balance sheet of the Company and its Subsidiaries under
      Mexican GAAP).
    For the purpose of this definition:
    (1)	all Indebtedness shall be computed using Pesos;
    (2)	any outstanding Indebtedness denominated in a currency other than
      Pesos shall be converted into Pesos on the basis of the noon buying rate
      in New York City for cable transfers in Pesos published by the Federal Reserve
      Bank of New York; and
    (3)	the amount of Indebtedness issued at a price less than the principal
      amount of Indebtedness thereof shall be equal to the amount of the liability
      in respect thereof at such date determined in accordance with Mexican GAAP.
    "Indenture" means this instrument as it may from time
      to time be supplemented or amended by one or more indentures supplemental
      hereto entered into pursuant to the applicable provisions hereof and, with
      respect to any Security, by the terms and provisions of such Security and
      any Coupon appertaining thereto established pursuant to Section 301 (as
      such terms and provisions may be amended pursuant to the applicable provisions
      hereof); provided, however, that, if at any time more than
      one Person is acting as Trustee under this instrument, "Indenture"
      shall mean, with respect to any one or more series of Securities for which
      such Person is Trustee, this instrument as originally executed or as it
      may from time to time be supplemented or amended by one or more indentures
      supplemental hereto entered into pursuant to the applicable provisions hereof
      and shall include the terms of those particular series of Securities for
      which such Person is Trustee established pursuant to Section 301, exclusive,
      however, of any provisions or terms which relate solely to other series
      of Securities for which such Person is not Trustee, regardless of when such
      terms or provisions were adopted.
    "Independent Public Accountants" means accountants or
      a firm of accountants that, with respect to the Company and any other obligor
      under the Securities or the Coupons, are independent public accountants
      within the meaning of the Securities Act of 1933, as amended, and the rules
      and regulations promulgated by the Commission thereunder, who may be the
      independent public accountants regularly retained by the Company or who
      may be other independent public accountants. Such accountants or firm shall
      be entitled to rely upon any Opinion of Counsel as to the interpretation
      of any legal matters relating to this Indenture or certificates required
      to be provided hereunder.
    "Indexed Security" means a Security the terms of which
      provide that the principal amount thereof payable at Stated Maturity may
      be more or less than the principal face amount thereof at original issuance.
    "Interest Payment Date", with respect to any Security,
      means the Stated Maturity of an installment of interest on such Security.
    "Judgment Currency" has the meaning specified in Section
      117.
    "Legal Holidays" has the meaning specified in Section
      115.
    "Lien" means any mortgage, pledge, lien, security interest,
      or other similar encumbrance.
    "Marketable Securities" means any securities listed on
      a U.S. national securities exchange or reported by the Nasdaq Stock Market
      or listed on a recognized international securities exchange or traded in
      the over-the-counter market and quoted by at least two broker-dealers as
      reported by the National Quotation Bureau or similar organization, including
      as Marketable Securities options, warrants and other rights to purchase,
      and securities exchangeable for or convertible into, Marketable Securities.
    "Material Subsidiary" means, at any relevant time, any
      Subsidiary that meets any of the following conditions:
    (1) 	 the Company’s and its other Subsidiaries’ investments
      in and advances to the Subsidiary exceed 10% of the total consolidated assets
      of the Company and its Subsidiaries;
    (2) 	the Company’s and its other Subsidiaries’ proportionate
      share of the total assets (after intercompany eliminations) of the Subsidiary
      exceeds 10% of the total consolidated assets of the Company and its Subsidiaries;
    (3) 	the Company’s and its other Subsidiaries’ proportionate
      share of the total revenues (after intercompany eliminations) of the Subsidiary
      exceeds 10% of the total consolidated revenue of the Company and its Subsidiaries;
      or
    (4) 	the Company’s and its other Subsidiaries’ equity in
      the income from continuing operations before income taxes, extraordinary
      items and cumulative effect of a change in accounting principle of the Subsidiary
      exceeds 10% of such income of the Company and its Subsidiaries;
    all as calculated by reference to the then latest fiscal year-end accounts
      (or consolidated fiscal year-end accounts, as the case may be) of such Subsidiary
      and the then latest audited consolidated fiscal year-end accounts of the
      Company and its Subsidiaries.
    "Maturity", with respect to any Security, means the date
      on which the principal of such Security or an installment of principal becomes
      due and payable as provided in or pursuant to this Indenture, whether at
      the Stated Maturity or by declaration of acceleration, notice of redemption
      or repurchase, notice of option to elect repayment, or otherwise, and includes
      the Redemption Date.
    "Mexican GAAP" means generally accepted accounting principles
      in Mexico and the accounting principles and policies of the Company and
      its Restricted Subsidiaries, in each case as in effect as of the date of
      this Indenture. All ratios and computations shall be computed in conformity
      with Mexican GAAP applied on a consistent basis and using constant Peso
      calculations.
    "Mexican Stock Exchange" means the Bolsa Mexicana de
      Valores, S.A. de C.V.
    "Ministry of Finance and Public Credit" means the Secretaría
      de Hacienda y Crédito Público.
    "Nasdaq Stock Market" means The Nasdaq Stock Market, a
      subsidiary of the National Association of Securities Dealers, Inc.
    "National Banking and Securities Commission" means the
      Comisión Nacional Bancaria y de Valores.
    "New York Banking Day" has the meaning specified in Section
      117.
    "NYSE" means the New York Stock Exchange, Inc.
    "Offer to Purchase" means an offer by the Company to purchase
      Securities from the Holders after a Change of Control as required by Section
      1008, which shall be commenced by mailing a notice to the Trustee and each
      Holder that, unless otherwise required by applicable law, shall state: (i)
      the covenant pursuant to which the offer is being made and that all Securities
      validly tendered will be accepted for payment on a pro rata basis; (ii)
      the purchase price and the date of purchase (which shall be a Business Day
      no earlier than 30 days nor later than 60 days from the date such notice
      is mailed) (the "Payment Date") (iii) that any Security
      not tendered will continue to accrue interest pursuant to its terms; (iv)
      that, unless the Company defaults in the payment of the purchase price,
      any Security accepted for payment pursuant to the Offer to Purchase shall
      cease to accrue interest on and after the Payment Date; (v) that Holders
      electing to have a Security purchased pursuant to the Offer to Purchase
      will be required to surrender the Security, together with the form entitled
      "Option of the Holder to Elect Purchase" on the reverse side thereof
      completed, to the Paying Agent at the address specified in the notice prior
      to the close of business on the Business Day immediately preceding the Payment
      Date; (vi) that Holders will be entitled to withdraw their election if the
      Paying Agent receives, not later than the close of business on the third
      Business Day immediately preceding the Payment Date, a telegram, facsimile
      transmission or letter setting forth the name of such Holder, the principal
      amount of Securities delivered for purchase and a statement that such Holder
      is withdrawing his or her election to have such Securities purchased; and
      (vii) that Holders whose Securities are being purchased only in part will
      be issued new Securities equal in principal amount to the unpurchased portion
      thereof surrendered; providedthat each Security purchased and each
      new Rule 144A Security issued shall be in a principal amount of U.S. $100,000
      or integral multiples of U.S. $10,000 in excess thereof and each new Regulation
      S Security issued shall be in a principal amount of U.S. $1,000 or integral
      multiples thereof. On the Payment Date, the Company shall (i) accept for
      payment on a pro rata basis Securities or portions thereof tendered pursuant
      to an Offer to Purchase; (ii) deposit with the Paying Agent money sufficient
      to pay the purchase price of all Securities or portions thereof so accepted;
      and (iii) deliver, or cause to be delivered, to the Trustee all the Securities
      or portions thereof accepted for payment by the Company. The Paying Agent
      shall promptly mail to the Holders of Securities so accepted payment in
      an amount equal to the purchase price, and the Trustee shall promptly authenticate
      and mail to such Holders a new Security equal in principal amount to any
      unpurchased portion of the Security surrendered; provided that each
      Security purchased and each new Security issued shall be in a principal
      amount of U.S. $1,000 or integral multiples thereof. The Company will publicly
      announce the results of an Offer to Purchase as soon as practicable after
      the Payment Date. The Trustee shall act as the Paying Agent for an Offer
      to Purchase. The Company will comply with Rule l4e-l under the Exchange
      Act and any other securities laws and regulations thereunder to the extent
      such laws and regulations are applicable, in the event that the Company
      is required to repurchase Securities pursuant to an Offer to Purchase.
    "Office" or "Agency", with respect to
      any Securities, means an office or agency of the Company maintained or designated
      in a Place of Payment for such Securities pursuant to Section 1002 or any
      other office or agency of the Company maintained or designated for such
      Securities pursuant to Section 1002 or, to the extent designated or required
      by Section 1002 in lieu of such office or agency, the Corporate Trust Office
      of the Trustee.
    "Officers’ Certificate" means a certificate signed
      by the Chairman of the Board of Directors, a Vice Chairman, the Chief Executive
      Officer, the President or a Vice President, and by the Chief Accounting
      Officer, the Chief Financial Officer, the Treasurer, an Assistant Treasurer,
      the Secretary or an Assistant Secretary of the Company, that, if applicable,
      complies with the requirements of Section 314(e) of the Trust Indenture
      Act and is delivered to the Trustee.
    "Operating Property" means, as of any date of determination,
      any real and tangible property owned by the Company or any Restricted Subsidiary
      that constitutes all or any part of any store, warehouse or distribution
      center and is used in the ordinary course of its business or constitutes
      unimproved land, other than any such property which, individually or, in
      the case of a series of related transactions, in the aggregate, in the good
      faith opinion of the Board of Directors, is not of material importance to
      the business conducted or assets owned by the Company and its Restricted
      Subsidiaries taken as a whole.
    "Opinion of Counsel" means a written opinion of counsel,
      who may be an employee of or counsel for the Company or other counsel, which
      opinion shall be reasonably acceptable to the Trustee and, if required by
      the Trust Indenture Act, comply with the requirements of Section 314(e)
      of the Trust Indenture Act.
    "Original Issue Discount Security" means a Security issued
      pursuant to this Indenture which provides, at any time prior to the final
      Stated Maturity of such Security, for declaration of an amount less than
      the principal face amount thereof to be due and payable upon acceleration
      pursuant to Section 502.
    "Outstanding", when used with respect to any Securities,
      means, as of the date of determination, all such Securities theretofore
      authenticated and delivered under this Indenture, except:
    (a)	any such Security theretofore cancelled by the Trustee or the Security
      Registrar or delivered to the Trustee or the Security Registrar for cancellation;
    (b)	any such Security for whose payment at the Maturity thereof money
      in the necessary amount has been theretofore deposited pursuant hereto (other
      than pursuant to Section 402) with the Trustee or any Paying Agent (other
      than the Company) in trust or set aside and segregated in trust by the Company
      (if the Company shall act as its own Paying Agent) for the Holders of such
      Securities and any Coupons appertaining thereto, provided that, if such
      Securities are to be redeemed, notice of such redemption has been duly given
      pursuant to this Indenture or provision therefor satisfactory to the Trustee
      has been made;
    (e)	any such Security with respect to which the Company has effected
      defeasance or covenant defeasance pursuant to the terms hereof, except to
      the extent provided in Section 402;
    (d)	any such Security which has been paid pursuant to Section 306 or
      in exchange for or in lieu of which other Securities have been authenticated
      and delivered pursuant to this Indenture, unless there shall have been presented
      to the Trustee proof satisfactory to it that such Security is held by a
      bona fide purchaser in whose hands such Security is a valid obligation of
      the Company; and
    (e)	any such Security converted or exchanged as contemplated by this
      Indenture into Common Stock or other securities, cash or other property,
      if the terms of such Security provide for such conversion or exchange pursuant
      to Section 301;
    provided, however, that in determining whether the Holders
      of the requisite principal amount of Outstanding Securities have given any
      request, demand, authorization, direction, notice, consent or waiver hereunder
      or are present at a meeting of Holders of Securities for quorum purposes,
      (i) the principal amount of an Original Issue Discount Security that may
      be counted in making such determination and that shall be deemed to be Outstanding
      for such purposes shall be equal to the amount of the principal thereof
      that pursuant to the terms of such Original Issue Discount Security would
      be declared (or shall have been declared to be) due and payable upon a declaration
      of acceleration thereof pursuant to Section 502 at the time of such determination,
      and (ii) the principal amount of any Indexed Security that may be counted
      in making such determination and that shall be deemed outstanding for such
      purpose shall be equal to the principal face amount of such Indexed Security
      at original issuance, unless otherwise provided in or pursuant to this Indenture,
      and (iii) the principal amount of a Security denominated in a Foreign Currency
      shall be the Dollar equivalent, determined on the date of original issuance
      of such Security, of the principal amount (or, in the case of an Original
      Issue Discount Security, the Dollar equivalent on the date of original issuance
      of such Security of the amount determined as provided in (i) above) of such
      Security, and (iv) Securities owned by the Company or any other obligor
      upon the Securities or any Affiliate of the Company or such other obligor,
      shall be disregarded and deemed not to be Outstanding, except that, in determining
      whether the Trustee shall be protected in making any such determination
      or relying upon any such request, demand, authorization, direction, notice,
      consent or waiver, only Securities which a Responsible Officer of the Trustee
      actually knows to be so owned shall be so disregarded. Securities so owned
      which shall have been pledged in good faith may be regarded as Outstanding
      if the pledgee establishes to the satisfaction of the Trustee (A) the pledgee’s
      right so to act with respect to such Securities and (B) that the pledgee
      is not the Company or any other obligor upon the Securities or any Coupons
      appertaining thereto or an Affiliate of the Company or such other obligor.
    "Paying Agent" means any Person authorized by the Company
      to pay the principal of, or any premium or interest on, or any Additional
      Amounts with respect to, any Security or any Coupon on behalf of the Company.
    "Permitted Liens" has the meaning specified in Section
      1005.
    "Person" means an individual, a corporation, a partnership,
      a limited liability company, an association, a trust or any other entity
      or organization, including a government or political subdivision or an agency
      or instrumentality thereof.
    "Pesos" or "Ps."means the legal
      currency of Mexico.
    "Place of Payment", with respect to any Security, means
      the place or places where the principal of, or any premium or interest on,
      or any Additional Amounts with respect to such Security are payable as provided
      in or pursuant to this Indenture or such Security.
    "Predecessor Security" of any particular Security means
      every previous Security evidencing all or a portion of the same Indebtedness
      as that evidenced by such particular Security; and, for the purposes of
      this definition, any Security authenticated and delivered under Section
      306 in exchange for or in lieu of a lost, destroyed, mutilated or stolen
      Security or any Security to which a mutilated, destroyed, lost or stolen
      Coupon appertains shall be deemed to evidence the same Indebtedness as the
      lost, destroyed, mutilated or stolen Security or the Security to which a
      mutilated, destroyed, lost or stolen Coupon appertains.
    "Private Placement Legend" means the legend initially
      set forth on the Securities in the form set forth in Section 2.02.
    "QIB" means a "qualified institutional buyer"
      as defined in Rule l44A.
    "Rating Agencies" means (i) S&P and (ii) Fitch and (iii)
      if S&P or Fitch or both shall not make a rating of the Securities publicly
      available, a nationally recognized United States securities rating agency
      or agencies, as the case may be, selected by the Company, which shall be
      substituted for S&P or Fitch or both, as the case may be.
    "Redemption Date", with respect to any Security or portion
      thereof to be redeemed, means each date fixed for such redemption by or
      pursuant to this Indenture or such Security.
    "Redemption Price" means, with respect to any Security
      or portion thereof to be redeemed, the price at which it is to be redeemed
      as determined by or pursuant to this Indenture or such Security.
    "Registered Security" means any Security in registered
      form established pursuant to Section 201 which is registered in the Security
      Register.
    "Regular Record Date" for the interest payable on any
      Registered Security on any Interest Payment Date therefor means the date,
      if any, specified in or pursuant to this Indenture or such Security as the
      "Regular Record Date".
    "Relevant Date" means, in respect of any payment, the
      date on which such payment first becomes due but, if the full amount of
      the moneys payable has not been received by the Trustee on or prior to such
      due date, it means the date on which the full amount of such moneys is received
      and notice to that effect is duly given to the Holders in accordance with
      the provisions contained in this Indenture.
    "Required Currency" has the meaning specified in Section
      117.
    "Responsible Officer" shall mean when used with respect
      to the Trustee (a) any officer within the corporate trust department of
      the Trustee including any vice president, assistant vice president, treasurer,
      assistant treasurer, trust officer or any other officer of the Trustee who
      customarily performs functions similar to those performed by the persons
      who at the time shall be such officers, respectively, or to whom any corporate
      trust matter is referred because of such person’s knowledge of and
      familiarity with the particular subject and (b) who shall have direct responsibility
      for the administration of this Agreement.
    "Restricted Subsidiary" means, as of any date of determination,
      each of the Company’s direct or indirect subsidiaries other than Costco
      de Mexico, S.A. de C.V., or any direct or indirect subsidiary of Costco
      de Mexico, S.A. de C.V.
    "S&P" means Standard & Poor’s, a division of The
      McGraw-Hill Companies, Inc.
    "Sale and Leaseback Transactions" means any arrangement
      providing for the leasing to the Company or a Subsidiary of any Operating
      Property (except for temporary leases for a term, including renewals, of
      not more than three years) which has been or is to be sold by the Company
      or such Subsidiary to the lessor.
    "Security" or "Securities" means any
      note or notes, bond or bonds, debenture or debentures, or any other evidences
      of Indebtedness, as the case may be, authenticated and delivered under this
      Indenture; provided, however, that, if at any time there is more than one
      Person acting as Trustee under this Indenture, "Securities", with
      respect to any such Person, shall mean Securities authenticated and delivered
      under this Indenture, exclusive, however, of Securities of any series as
      to which such Person is not Trustee.
    "Security Register" and "Security Registrar"
      have the respective meanings specified in Section 305.
    "Special Record Date" for the payment of any Defaulted
      Interest on any Registered Security means a date fixed by the Trustee pursuant
      to Section 307.
    "Stated Maturity", with respect to any Security or any
      installment of principal thereof or interest thereon or any Additional Amounts
      with respect thereto, means the date established by or pursuant to this
      Indenture or such Security as the fixed date on which the principal of such
      Security or such installment of principal or interest is, or such Additional
      Amounts are, due and payable.
    "Subsidiary" means any corporation, association, limited
      liability company, partnership or other business entity of which a majority
      of the total voting power of the capital stock or other interests (including
      partnership interests) entitled (without regard to the incurrence of a contingency)
      to vote in the election of directors, managers, or trustees thereof is at
      the time owned or controlled, directly or indirectly, by (i) the Company,
      (ii) the Company and one or more of its Subsidiaries or (iii) one or more
      Subsidiaries of the Company.
    "Taxes" has the meaning specified in Section 1004.
    "Trust Indenture Act" means the Trust Indenture Act of
      1939, as amended, and any reference herein to the Trust Indenture Act or
      a particular provision thereof shall mean such Act or provision, as the
      case may be, as amended or replaced from time to time or as supplemented
      from time to time by rules or regulations adopted by the Commission under
      or in furtherance of the purposes of such Act or provision, as the case
      may be.
    "Trustee" means the Person named as the "Trustee"
      in the first paragraph of this instrument until a successor Trustee shall
      have become such with respect to one or more series of Securities pursuant
      to the applicable provisions of this Indenture, and thereafter "Trustee"
      shall mean each Person who is then a Trustee hereunder; provided, however,
      that if at any time there is more than one such Person, "Trustee"
      shall mean each such Person and as used with respect to the Securities of
      any series shall mean the Trustee with respect to the Securities of such
      series.
    "United States", except as otherwise provided in or pursuant
      to this Indenture or any Security, means the United States of America (including
      the states thereof and the District of Columbia), its territories and possessions
      and other areas subject to its jurisdiction.
    "United States Alien", except as otherwise provided in
      or pursuant to this Indenture or any Security, means any Person who, for
      United States Federal income tax purposes, is a foreign corporation, a non-resident
      alien individual, a non-resident alien fiduciary of a foreign estate or
      trust, or a foreign partnership one or more of the members of which is,
      for United States Federal income tax purposes, a foreign corporation, a
      non-resident alien individual or a non-resident alien fiduciary of a foreign
      estate or trust.
    "Unrestricted Subsidiary" means, as of any date of determination,
      any Subsidiary of the Company that is not a Restricted Subsidiary.
    "U.S. Depository" or "Depository" means,
      with respect to any Security issuable or issued in the form of one or more
      global Securities, the Person designated as U.S. Depository or Depository
      by the Company in or pursuant to this Indenture, which Person must be, to
      the extent required by applicable law or regulation, a clearing agency registered
      under the Exchange Act and, if so provided with respect to any Security,
      any successor to such Person. If at any time there is more than one such
      Person, "U.S. Depository" or "Depository"
      shall mean, with respect to any Securities, the qualifying entity which
      has been appointed with respect to such Securities.
    "U.S. Global Security" has the meaning provided in Section
      201.
    "Vice President", when used with respect to the Company
      or the Trustee, means any vice president, whether or not designated by a
      number or a word or words added before or after the title "Vice President".
    "Voting Stock" means, with respect to any Person, capital
      stock of any class or kind ordinarily having power to vote for the election
      of directors, managers or other voting members of the governing body of
      such Person.
    "Wholly Owned" means, with respect to any Restricted Subsidiary
      of any Person, such Restricted Subsidiary if all of the outstanding Capital
      Stock in such Restricted Subsidiary (other than any director’s qualifying
      shares or investments by foreign nationals mandated by applicable law and
      shares of Common Stock that, in the aggregate, do not exceed 1% of the economic
      value or voting power of the Capital Stock of such Restricted Subsidiary)
      is owned by such Person or one or more Wholly Owned Restricted Subsidiaries
      of such Person.
    "Withholding Tax Redemption" has the meaning specified
      in Section 1009.
    "Withholding Tax Redemption Certificate" has the meaning
      specified in Section 1009.
    "Withholding Tax Redemption Date" has the meaning specified
      in Section 1009.
    "Withholding Tax Redemption Price" has the meaning specified
      in Section 1009.
    Compliance Certificates and Opinions.
    Except as otherwise expressly provided in or pursuant to this Indenture,
      upon any application or request by the Company to the Trustee to take any
      action under any provision of this Indenture, the Company shall furnish
      to the Trustee an Officers’ Certificate stating that all conditions
      precedent, if any, provided for in this Indenture relating to the proposed
      action have been complied with and an Opinion of Counsel stating that, in
      the opinion of such counsel, all such conditions precedent, if any, have
      been complied with, except that in the case of any such application or request
      as to which the furnishing of such documents or any of them is specifically
      required by any provision of this Indenture relating to such particular
      application or request, no additional certificate or opinion need be furnished.
    Every certificate or opinion with respect to compliance with a condition
      or covenant or covenant provided for in this Indenture shall include:
    a statement that each individual signing such certificate or opinion
        has read such condition or covenant and the definitions herein relating
        thereto;
      a brief statement as to the nature and scope of the examination or investigation
        upon which the statements or opinions contained in such certificate or
        opinion are based;
      a statement that, in the opinion of each such individual, he has made
        such examination or investigation as is necessary to enable him to express
        an informed opinion as to whether or not such condition or covenant has
        been complied with; and
      a statement as to whether, in the opinion of each such individual, such
        condition or covenant has been complied with.Form of Documents Delivered to Trustee.
    In any case where several matters are required to be certified by, or covered
      by an opinion of, any specified Person, it is not necessary that all such
      matters be certified by, or covered by the opinion of, only one such Person,
      or that they be so certified or covered by only one document, but one such
      Person may certify or give an opinion with respect to some matters and one
      or more other such Persons as to other matters, and any such Person may
      certify or give an opinion as to such matters in one or several documents.
    Any certificate or opinion of an officer of the Company may be based, insofar
      as it relates to legal matters, upon an Opinion of Counsel, unless such
      officer knows, or in the exercise of reasonable care should know, that the
      opinion with respect to the matters upon which his certificate or opinion
      is based is erroneous. Any such Opinion of Counsel may be based, insofar
      as it relates to factual matters, upon a certificate or opinion of, or representations
      by, an officer or officers of the Company stating that the information with
      respect to such factual matters is in the possession of the Company unless
      such counsel knows, or in the exercise of reasonable care should know, that
      the certificate or opinion or representations with respect to such matters
      are erroneous.
    Where any Person is required to make, give or execute two or more applications,
      requests, consents, certificates, statements, opinions or other instruments
      under this Indenture or any Security, they may, but need not, be consolidated
      and form one instrument.
    Acts of Holders.
    Any request, demand, authorization, direction, notice, consent, waiver
        or other action provided by or pursuant to this Indenture to be given
        or taken by Holders may be embodied in and evidenced by one or more instruments
        of substantially similar tenor signed by such Holders in person or by
        an agent duly appointed in writing. If, but only if, Securities of a series
        are issuable as Bearer Securities, any request, demand, authorization,
        direction, notice, consent, waiver or other action provided in or pursuant
        to this Indenture to be given or taken by Holders of Securities of such
        series may, alternatively, be embodied in and evidenced by the record
        of Holders of Securities of such series voting in favor thereof, either
        in person or by proxies duly appointed in writing, at any meeting of Holders
        of Securities of such series duly called and held in accordance with the
        provisions of Article Fifteen, or a combination of such instruments and
        any such record. Except as herein otherwise expressly provided, such action
        shall become effective when such instrument or instruments or record or
        both are delivered to the Trustee and, where it is hereby expressly required,
        to the Company. Such instrument or instruments and any such record (and
        the action embodied therein and evidenced thereby) are herein sometimes
        referred to as the "Act" of the Holders signing such instrument
        or instruments or so voting at any such meeting. Proof of execution of
        any such instrument or of a writing appointing any such agent, or of the
        holding by any Person of a Security, shall be sufficient for any purpose
        of this Indenture and (subject to Section 315 of the Trust Indenture Act)
        conclusive in favor of the Trustee and the Company and any agent of the
        Trustee or the Company, if made in the manner provided in this Section.
        The record of any meeting of Holders of Securities shall be proved in
        the manner provided in Section 1506.
      Without limiting the generality of this Section 104, unless otherwise
        provided in or pursuant to this Indenture, a Holder, including a U.S.
        Depository that is a Holder of a global Security, may make, give or take,
        by a proxy or proxies, duly appointed in writing, any request, demand,
        authorization, direction, notice, consent, waiver or other Act provided
        in or pursuant to this Indenture or the Securities to be made, given or
        taken by Holders, and a U.S. Depository that is a Holder of a global Security
        may provide its proxy or proxies to the beneficial owners of interests
        in any such global Security through such U.S. Depository’s standing
        instructions and customary practices.
      The Trustee shall fix a record date for the purpose of determining the
        Persons who are beneficial owners of interest in any permanent global
        Security held by a U.S. Depository entitled under the procedures of such
        U.S. Depository to make, give or take, by a proxy or proxies duly appointed
        in writing, any request, demand, authorization, direction, notice, consent,
        waiver or other Act provided in or pursuant to this Indenture to be made,
        given or taken by Holders. If such a record date is fixed, the Holders
        on such record date or their duly appointed proxy or proxies, and only
        such Persons, shall be entitled to make, give or take such request, demand,
        authorization, direction, notice, consent, waiver or other Act, whether
        or not such Holders remain Holders after such record date. No such request,
        demand, authorization, direction, notice, consent, waiver or other Act
        shall be valid or effective if made, given or taken more than 90 days
        after such record date.
      The fact and date of the execution by any Person of any such instrument
        or writing referred to in this Section 104 may be proved in any reasonable
        manner which the Trustee deems sufficient and in accordance with such
        reasonable rules as the Trustee may determine; and the Trustee may in
        any instance require further proof with respect to any of the matters
        referred to in this Section.
      The ownership, principal amount and serial numbers of Registered Securities
        held by any Person, and the date of the commencement and the date of the
        termination of holding the same, shall be proved by the Security Register.
      The ownership, principal amount and serial numbers of Bearer Securities
        held by any Person, and the date of the commencement and the date of the
        termination of holding the same, may be proved by the production of such
        Bearer Securities or by a certificate executed, as depositary, by any
        trust company, bank, banker or other depositary reasonably acceptable
        to the Company, wherever situated, if such certificate shall be deemed
        by the Company and the Trustee to be satisfactory, showing that at the
        date therein mentioned such Person had on deposit with such depositary,
        or exhibited to it, the Bearer Securities therein described; or such facts
        may be proved by the certificate or affidavit of the Person holding such
        Bearer Securities, if such certificate or affidavit is deemed by the Trustee
        to be satisfactory. The Trustee and the Company may assume that such ownership
        of any Bearer Security continues until (1) another certificate or affidavit
        bearing a later date issued in respect of the same Bearer Security is
        produced, (2) such Bearer Security is produced to the Trustee by some
        other Person, (3) such Bearer Security is surrendered in exchange for
        a Registered Security or (4) such Bearer Security is no longer Outstanding.
        The ownership, principal amount and serial numbers of Bearer Securities
        held by the Person so executing such instrument or writing and the date
        of the commencement and the date of the termination of holding the same
        may also be proved in any other manner which the Company and the Trustee
        deem sufficient.
      If the Company shall solicit from the Holders of any Registered Securities
        any request, demand, authorization, direction, notice, consent, waiver
        or other Act, the Company may at its option (but is not obligated to),
        by Board Resolution, fix in advance a record date for the determination
        of Holders of Registered Securities entitled to give such request, demand,
        authorization, direction, notice, consent, waiver or other Act. If such
        a record date is fixed, such request, demand, authorization, direction,
        notice, consent, waiver or other Act may be given before or after such
        record date, but only the Holders of Registered Securities of record at
        the close of business on such record date shall be deemed to be Holders
        for the purpose of determining whether Holders of the requisite proportion
        of Outstanding Securities have authorized or agreed or consented to such
        request, demand, authorization, direction, notice, consent, waiver or
        other Act, and for that purpose the Outstanding Securities shall be computed
        as of such record date; provided that no such authorization, agreement
        or consent by the Holders of Registered Securities shall be deemed effective
        unless it shall become effective pursuant to the provisions of this Indenture
        not later than six months after the record date.
      Any request, demand, authorization, direction, notice, consent, waiver
        or other Act by the Holder of any Security shall bind every future Holder
        of the same Security and the Holder of every Security issued upon the
        registration of transfer thereof or in exchange therefor or in lieu thereof
        in respect of anything done or suffered to be done by the Trustee, any
        Security Registrar, any Paying Agent or the Company in reliance thereon,
        whether or not notation of such Act is made upon such Security.Notices, etc. to Trustee and Company.
    Any request, demand, authorization, direction, notice, consent, waiver
      or other Act of Holders or other document provided or permitted by this
      Indenture to be made upon, given or furnished to, or filed with,
    the Trustee by any Holder or the Company shall be sufficient for every
        purpose hereunder if made, given, furnished or filed in writing to or
        with the Trustee at its Corporate Trust Office, or
      the Company by the Trustee or any Holder shall be sufficient for every
        purpose hereunder (unless otherwise herein expressly provided) if in writing
        and mailed, first-class postage prepaid, to the Company addressed to the
        attention of its Treasurer at the address of its principal office specified
        in the first paragraph of this instrument or at any other address previously
        furnished in writing to the Trustee by the Company.Notice to Holders of Securities; Waiver.
    Except as otherwise expressly provided in or pursuant to this Indenture,
      where this Indenture provides for notice to Holders of Securities of any
      event,
    such notice shall be sufficiently given to Holders of Registered Securities
        if in writing and mailed, first-class postage prepaid, to each Holder
        of a Registered Security affected by such event, at his address as it
        appears in the Security Register, not later than the latest date, and
        not earlier than the earliest date, prescribed for the giving of such
        notice; and
      such notice shall be sufficiently given to Holders of Bearer Securities,
        if any, if published in an Authorized Newspaper in The City of New York
        and, if such Securities are then listed on any stock exchange outside
        the United States, in an Authorized Newspaper in such city as the Company
        shall advise the Trustee that such stock exchange so requires, of a Business
        Day at least twice, the first such publication to be not earlier than
        the earliest date and the second such publication not later than the latest
        date prescribed for the giving of such notice.In any case where notice to Holders of Registered Securities is given by
      mail, neither the failure to mail such notice, nor any defect in any notice
      so mailed, to any particular Holder of a Registered Security shall affect
      the sufficiency of such notice with respect to other Holders of Registered
      Securities or the sufficiency of any notice to Holders of Bearer Securities
      given as provided herein. Any notice which is mailed in the manner herein
      provided shall be conclusively presumed to have been duly given or provided.
      In the case by reason of the suspension of regular mail service or by reason
      of any other cause it shall be impracticable to give such notice by mail,
      then such notification as shall be made with the approval of the Trustee
      shall constitute a sufficient notification for every purpose hereunder.
    In case by reason of the suspension of publication of any Authorized Newspaper
      or Authorized Newspapers or by reason of any other cause it shall be impracticable
      to publish any notice to Holders of Bearers Securities as provided above,
      then such notification to Holders of Bearer Securities as shall be given
      with the approval of the Trustee shall constitute sufficient notice to such
      Holders for every purpose hereunder. Neither failure to give notice by publication
      to Holders of Bearer Securities as provided above, nor any defect in any
      notice so published, shall affect the sufficiency of any notice mailed to
      Holders of Registered Securities as provided above.
    Where this Indenture provides for notice in any manner, such notice may
      be waived in writing by the Person entitled to receive such notice, either
      before or after the event, and such waiver shall be the equivalent of such
      notice. Waivers of notice by Holders of Securities shall be filed with the
      Trustee, but such filing shall not be a condition precedent to the validity
      of any action taken in reliance upon such waiver.
    Language of Notices.
    Any request, demand, authorization, direction, notice, consent, election
      or waiver required or permitted under this Indenture shall be in the English
      language, except that, if the Company so elects, any published notice may
      be in an official language of the country of publication.
    Conflict with Trust Indenture Act.
    If any provision hereof limits, qualifies or conflicts with any duties
      under any required provision of the Trust Indenture Act, such required provision
      shall control.
    Effect of Headings and Table of Contents.
    The Article and Section headings herein and the Table of Contents are for
      convenience only and shall not affect the construction hereof.
    Successors and Assigns.
    All covenants and agreements in this Indenture by the Company shall bind
      its successors and assigns, whether so expressed or not.
    Separability Clause.
    In case any provision in this Indenture, any Security or any Coupon shall
      be invalid, illegal or unenforceable, the validity, legality and enforceability
      of the remaining provisions shall not in any way be affected or impaired
      thereby.
    Benefits of Indenture.
    Nothing in this Indenture, any Security or any Coupon, express or implied,
      shall give to any Person, other than the parties hereto, any Security Registrar,
      any Paying Agent, any Authentication Agent and their successors hereunder
      and the Holders of Securities or Coupons, any benefit or any legal or equitable
      right, remedy or claim under this Indenture.
    Governing Law; Submission to Jurisdiction; Appointment of CT Corporation.
    This Indenture, the Securities and any Coupons shall be governed by and
      construed in accordance with the laws of the State of New York applicable
      to agreements made or instruments entered into and, in each case, performed
      in said state without giving effect to any provisions relating to conflicts
      of laws other than Section 5-1401 of the New York General Obligations Law.
    Each of the Trustee and the Company irrevocably consents and agrees that
      any legal action, suit or proceeding against it with respect to its obligations,
      liabilities or any other matter arising out of or based on this Indenture
      may be brought in any United States federal or state court in the State
      of New York, County of New York.
    The Company designates, appoints, and empowers CT Corporation System with
      offices currently at 111 Eighth Avenue, New York, New York 10011, as its
      designee, appointee and agent to receive and accept for and on its behalf,
      and its properties, assets and revenues, service of any and all legal process,
      summons, notices and documents that may be served in any action, suit or
      proceeding brought against any of the Company in any such United States
      federal or state court with respect to its obligations, liabilities or any
      other matter arising out of or in connection with this Agreement and the
      Indenture and that may be made on such designee, appointee and agent in
      accordance with legal procedures prescribed for such courts. If for any
      reason such designee, appointee and agent hereunder shall cease to be available
      to act as such, the Company agrees to designate a new designee, appointee
      and agent in The City of New York on the terms and for the purposes of this
      Section 113 reasonably satisfactory to the Trustee. The Company further
      hereby irrevocably consents and agrees to the service of any and all legal
      process, summons, notices and documents in any such action, suit or proceeding
      against the Company by serving a copy thereof upon the relevant agent for
      service of process referred to in this Section 113 (whether or not the appointment
      of such agent shall for any reason prove to be ineffective or such agent
      shall accept or acknowledge such service). The Company agrees that the failure
      of any such designee, appointee and agent to give any notice of such service
      to them shall not impair or affect in any way the validity of such service
      or any judgment rendered in any action or proceeding based thereon. Each
      of the parties irrevocably and unconditionally waives, to the fullest extent
      permitted by law, any objection that they may now or hereafter have to the
      laying of venue of any of the aforesaid actions, suits or proceedings arising
      out of or in connection with this Indenture brought in the federal courts
      located in The City of New York or the courts of the State of New York located
      in The County of New York, hereby further irrevocably and unconditionally
      waives and agrees, to the fullest extent permitted by law, not to plead
      or claim in any such court that any such action, suit or proceeding brought
      in any such court has been brought in an inconvenient forum, and in addition
      waives any right to which it may be entitled on account of place of residence
      or domicile.
    Waiver of Jury Trial.
    EACH OF THE TRUSTEE AND THE COMPANY HEREBY IRREVOCABLY WAIVES ITS RIGHTS
      TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT
      OF THIS INDENTURE. THE TRUSTEE AND THE COMPANY ACKNOWLEDGE THAT EACH HAS
      RELIED ON THE WAIVER IN ENTERING INTO THIS INDENTURE AND THAT EACH WILL
      CONTINUE TO RELY ON THE WAIVER IN THEIR RELATED FUTURE DEALINGS IN CONNECTION
      WITH THIS INDENTURE. THE TRUSTEE AND THE COMPANY WARRANT AND REPRESENT THAT
      EACH HAS HAD THE OPPORTUNITY OF REVIEWING THIS JURY WAIVER WITH LEGAL COUNSEL
      AND THAT EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS.
    Legal Holidays.
    Unless otherwise specified in or pursuant to this Indenture or any Securities,
      in any case where any Interest Payment Date, Stated Maturity or Maturity
      of any Security, or the last date on which a Holder has the right to convert
      or exchange Securities of a series that are convertible or exchangeable,
      shall not be a Business Day (a "Legal Holiday") at any Place of
      Payment, then (notwithstanding any other provision of this Indenture, any
      Security or any Coupon other than a provision in any Security or Coupon
      that specifically states that such provision shall apply in lieu hereof)
      payment need not be made at such Place of Payment on such date, and such
      Securities need not be converted or exchanged on such date but such payment
      may be made, and such Securities may be converted or exchanged, on the next
      succeeding day that is a Business Day at such Place of Payment with the
      same force and effect as if made on the Interest Payment Date or at the
      Stated Maturity or Maturity or on such last day for conversion or exchange,
      and no interest shall accrue on the amount payable on such date or at such
      time for the period from and after such Interest Payment Date, Stated Maturity,
      Maturity or last day for conversion or exchange, as the case may be, to
      the next succeeding Business Day.
    Counterparts.
    This Indenture may be executed in several counterparts, each of which shall
      be an original and all of which shall constitute but one and the same instrument.
    Judgment Currency.
    The Company agrees, to the fullest extent that it may effectively do so
      under applicable law, that (a) if for the purpose of obtaining judgment
      in any court it is necessary to convert the sum due in respect of the principal
      of, or premium or interest, if any, or Additional Amounts on the Securities
      of any series (the "Required Currency") into a currency in which
      a judgment will be rendered (the "Judgment Currency"), the rate
      of exchange used shall be the rate at which in accordance with normal banking
      procedures the Trustee could purchase in The City of New York the requisite
      amount of the Required Currency with the Judgment Currency on the New York
      Banking Day preceding the day on which a final unappealable judgment is
      given and (b) its obligations under this Indenture to make payments in the
      Required Currency (i) shall not be discharged or satisfied by any tender,
      or any recovery pursuant to any judgment (whether or not entered in accordance
      with clause (a)), in any currency other than the Required Currency, except
      to the extent that such tender or recovery shall result in the actual receipt,
      by the payee, of the full amount of the Required Currency expressed to be
      payable in respect of such payments, (ii) shall be enforceable as an alternative
      or additional cause of action for the purpose of recovering in the Required
      Currency the amount, if any, by which such actual receipt shall fall short
      of the full amount of the Required Currency so expressed to be payable and
      (iii) shall not be affected by judgment being obtained for any other sum
      due under this Indenture. For purposes of the foregoing, "New York
      Banking Day" means any day except a Saturday, Sunday or a legal holiday
      in The City of New York or a day on which banking institutions in The City
      of New York are authorized or obligated by law, regulation or executive
      order to be closed.
    No Security Interest Created.
    Subject to the provisions of Section 1005, nothing in this Indenture or
      in any Securities, express or implied, shall be construed to constitute
      a security interest under the Uniform Commercial Code or similar legislation,
      as now or hereafter enacted and in effect in any jurisdiction where property
      of the Company or its Subsidiaries is or may be located.
    Limitation on Individual Liability.No recourse under or upon any obligation, covenant or agreement contained
    in this Indenture or in any Security, or for any claim based thereon or otherwise
    in respect thereof, shall be had against any incorporator, shareholder, officer
    or director, as such, past, present or future, of the Company, either directly
    or through the Company, whether by virtue of any constitution, statute or
    rule of law, or by the enforcement of any assessment or penalty or otherwise;
    it being expressly understood that this Indenture and the obligations issued
    hereunder are solely corporate obligations, and that no such personal liability
    whatever shall attach to, or is or shall be incurred by, the incorporators,
    shareholders, officers or directors, as such, of the Company, or any of them,
    because of the creation of the indebtedness hereby authorized, or under or
    by reason of the obligations, covenants or agreements contained in this Indenture
    or in any Security or implied therefrom; and that any and all such personal
    liability of every name and nature, either at common law or in equity or by
    constitution or statute, of, and any and all such rights and claims against,
    every such incorporator, shareholder, officer or director, as such, because
    of the creation of the indebtedness hereby authorized, or under or by reason
    of the obligations, covenants or agreements contained in this Indenture or
    in any Security or implied therefrom, are hereby expressly waived and released
    as a condition of, and as a consideration for, the execution of this Indenture
    and the issuance of such Security.
  Securities Forms
  Forms Generally.
    Each Registered Security, Bearer Security, Coupon and temporary or permanent
      global Security issued pursuant to this Indenture shall be in the form established
      by or pursuant to a Board Resolution and set forth in an Officers’
      Certificate, or established in one or more indentures supplemental hereto,
      shall have such appropriate insertions, omissions, substitutions and other
      variations as are required or permitted by or pursuant to this Indenture
      or any indenture supplemental hereto and may have such letters, numbers
      or other marks of identification and such legends or endorsements placed
      thereon as may, consistently herewith, be determined by the officers executing
      such Security or Coupon as evidenced by their execution of such Security
      or Coupon.
    Unless otherwise provided in or pursuant to this Indenture or any Securities,
      the Securities shall be issuable in registered form without Coupons and
      shall not be issuable upon the exercise of warrants.
    Definitive Securities and definitive Coupons shall be printed, lithographed
      or engraved or produced by any combination of these methods on a steel engraved
      border or steel engraved borders or may be produced in any other manner,
      all as determined by the officers of the Company executing such Securities
      or Coupons, as evidenced by their execution of such Securities or Coupons.
    Form of Trustee’s Certificate of Authentication.
    Subject to Section 612, the Trustee’s certificate of authentication
      shall be in substantially the following form:
    This is one of the Securities of the series designated therein referred
      to in the within-mentioned Indenture.
    THE BANK OF NEW YORK, as Trustee
    By Authorized Signatory
    Securities in Global Form.Unless otherwise provided in or pursuant to this Indenture or any Securities,
    the Securities shall not be issuable in temporary or permanent global form.
    If Securities of a series shall be issuable in global form, any such Security
    may provide that it or any number of such Securities shall represent the aggregate
    amount of all Outstanding Securities of such series (or such lesser amount
    as is permitted by the terms thereof) from time to time endorsed thereon and
    may also provide that the aggregate amount of Outstanding Securities represented
    thereby may from time to time be increased or reduced to reflect exchanges.
    Any endorsement of any Security in global form to reflect the amount, or any
    increase or decrease in the amount, or changes in the rights of Holders, of
    Outstanding Securities represented thereby shall be made in such manner and
    by such Person or Persons as shall be specified therein or in the Company
    Order to be delivered pursuant to Section 303 or Section 304 with respect
    thereto. Subject to the provisions of Section 303 and, if applicable, Section
    304, the Trustee shall deliver and redeliver any Security in permanent global
    form in the manner and upon instructions given by the Person or Persons specified
    therein or in the applicable Company Order. If a Company Order pursuant to
    Section 303 or Section 304 has been, or simultaneously is, delivered, any
    instructions by the Company with respect to a Security in global form shall
    be in writing but need not be accompanied by or contained in an Officers’
    Certificate and need not be accompanied by an Opinion of Counsel.
  Notwithstanding the provisions of Section 307, unless otherwise specified
    in or pursuant to this Indenture or any Securities, payment of principal of,
    any premium and interest on, and any Additional Amounts in respect of, any
    Security in temporary or permanent global form shall be made to the Person
    or Persons specified therein.
  Notwithstanding the provisions of Section 308 and except as provided in the
    preceding paragraph, the Company, the Trustee and any agent of the Company
    and the Trustee shall treat as the Holder of such principal amount of Outstanding
    Securities as is represented by a global Security (i) in the case of a global
    Security in registered form, the Holder of such global Security in registered
    form, or (ii) in the case of a global Security in bearer form, the Person
    or Persons specified pursuant to Section 308.
  The Securities
  Amount Unlimited; Issuable in Series.
    The aggregate principal amount of Securities which may be authenticated
      and delivered under this Indenture is unlimited. The Securities may be issued
      in one or more series. With respect to any Securities to be authenticated
      and delivered hereunder, there shall be established in or pursuant to a
      Board Resolution and set forth in an Officers’ Certificate, or established
      in one or more indentures supplemental hereto,
    the title of such Securities and the series in which such Securities
        shall be included;
      any limit upon the aggregate principal amount of the Securities of such
        title or the Securities of such series which may be authenticated and
        delivered under this Indenture (except for Securities authenticated and
        delivered upon registration of transfer of, or in exchange for, or in
        lieu of, other Securities of such series pursuant to Section 304, Section
        305, Section 306, Section 904 or Section 1107, upon repayment in part
        of any Registered Security of such series pursuant to Article Thirteen,
        upon surrender in part of any Registered Security for conversion or exchange
        into Common Stock or other securities, cash or other property pursuant
        to its terms, or pursuant to the terms of such Securities);
      if such Securities are to be issuable as Registered Securities, as Bearer
        Securities or alternatively as Bearer Securities and Registered Securities,
        and whether the Bearer Securities are to be issuable with Coupons, without
        Coupons or both, and any restrictions applicable to the offer, sale or
        delivery of the Bearer Securities and the terms, if any, upon which Bearer
        Securities may be exchanged for Registered Securities and vice versa;
      if any of such Securities are to be issuable in global form, when any
        of such Securities are to be issuable in global form and (i) whether such
        Securities are to be issued in temporary or permanent global form or both,
        (ii) whether beneficial owners of interests in any such global Security
        may exchange such interests for Securities of the same series and of like
        tenor and of any authorized form and denomination, and the circumstances
        under which any such exchanges may occur, if other than in the manner
        specified in Section 305, and (iii) the name of the Depository or the
        U.S. Depository, as the case may be, with respect to any global Security;
      if any of such Securities are to be issuable as Bearer Securities or
        in global form, the date as of which any such Bearer Security or global
        Security shall be dated (if other than the date of original issuance of
        the first of such Securities to be issued);
      if any of such Securities are to be issuable as Bearer Securities, whether
        interest in respect of any portion of a temporary Bearer Security in global
        form payable in respect of an Interest Payment Date therefor prior to
        the exchange, if any, of such temporary Bearer Security for definitive
        Securities shall be paid to any clearing organization with respect to
        the portion of such temporary Bearer Security held for its account and,
        in such event, the terms and conditions (including any certification requirements)
        upon which any such interest payment received by a clearing organization
        will be credited to the Persons entitled to interest payable on such Interest
        Payment Date;
      the date or dates, or the method or methods, if any, by which such date
        or dates shall be determined, on which the principal and premium, if any,
        of such Securities is payable;
      the rate or rates at which such Securities shall bear interest, if any,
        or the method or methods, if any, by which such rate or rates are to be
        determined, the date or dates, if any, from which such interest shall
        accrue or the method or methods, if any, by which such date or dates are
        to be determined, the Interest Payment Dates, if any, on which such interest
        shall be payable and the Regular Record Date, if any, for the interest
        payable on Registered Securities on any Interest Payment Date, whether
        and under what circumstances Additional Amounts on such Securities or
        any of them shall be payable, the notice, if any, to Holders regarding
        the determination of interest on a floating rate Security and the manner
        of giving such notice, and the basis upon which interest shall be calculated
        if other than that of a 360-day year of twelve 30-day months;
      if in addition to or other than the Borough of Manhattan, The City of
        New York, the place or places where the principal of, any premium and
        interest on or any Additional Amounts with respect to such Securities
        shall be payable, any of such Securities that are Registered Securities
        may be surrendered for registration of transfer or exchange, any of such
        Securities maybe surrendered for conversion or exchange and notices or
        demands to or upon the Company in respect of such Securities and this
        Indenture may be served, the extent to which, or the manner in which,
        any interest payment or Additional Amounts on a global Security on an
        Interest Payment Date, will be paid and the manner in which any principal
        of or premium, if any, on any global Security will be paid;
      whether any of such Securities are to be redeemable at the option of
        the Company and, if so, the date or dates on which, the period or periods
        within which, the price or prices at which and the other terms and conditions
        upon which such Securities may be redeemed, in whole or in part, at the
        option of the Company;
      whether the Company is obligated to redeem or purchase any of such Securities
        pursuant to any sinking find or analogous provision or at the option of
        any Holder thereof and, if so, the date or dates on which, the period
        or periods within which, the price or prices at which and the other terms
        and conditions upon which such Securities shall be redeemed or purchased,
        in whole or in part, pursuant to such obligation, and any provisions for
        the remarketing of such Securities so redeemed or purchased;
      the denominations in which any of such Securities that are Registered
        Securities shall be issuable if other than denominations of $1,000 and
        any integral multiple thereof, and the denominations in which any of such
        Securities that are Bearer Securities shall be issuable if other than
        the denomination of $5,000;
      whether the Securities of the series will be convertible into shares
        of Common Stock and/or exchangeable for other securities, cash or other
        property, and if so, the terms and conditions upon which such Securities
        will be so convertible or exchangeable, and any deletions from or modifications
        or additions to this Indenture to permit or to facilitate the issuance
        of such convertible or exchangeable Securities or the administration thereof;
      if other than the principal amount thereof, the portion of the principal
        amount of any of such Securities that shall be payable upon declaration
        of acceleration of the Maturity thereof pursuant to Section 502 or the
        method by which such portion is to be determined;
      if other than Dollars, the Foreign Currency in which payment of the
        principal of, any premium or interest on or any Additional Amounts with
        respect to any of such Securities shall be payable;
      if the principal of, any premium or interest on or any Additional Amounts
        with respect to any of such Securities are to be payable, at the election
        of the Company or a Holder thereof or otherwise, in Dollars or in a Foreign
        Currency other than that in which such Securities are stated to be payable,
        the date or dates on which, the period or periods within which, and the
        other terms and conditions upon which, such election may be made, and
        the time and manner of determining the exchange rate between the Currency
        in which such Securities are stated to be payable and the Currency in
        which such Securities or any of them are to be paid pursuant to such election,
        and any deletions from or modifications of or additions to the terms of
        this Indenture to provide for or to facilitate the issuance of Securities
        denominated or payable, at the election of the Company or a Holder thereof
        or otherwise, in a Foreign Currency;
      whether the amount of payments of principal of, any premium or interest
        on or any Additional Amounts with respect to such Securities may be determined
        with reference to an index, formula or other method or methods (which
        index, formula or method or methods may be based, without limitation,
        on one or more Currencies, commodities, equity indices or other indices),
        and, if so, the terms and conditions upon which and the manner in which
        such amounts shall be determined and paid or be payable;
      any deletions from, modifications of or additions to the Events of Default
        or covenants of the Company with respect to any of such Securities, whether
        or not such Events of Default or covenants are consistent with the Events
        of Default or covenants set forth herein;
      whether either or both of Section 402(2) relating to defeasance or Section
        402(3) relating to covenant defeasance shall not be applicable to the
        Securities of such series, or any covenants in addition to those specified
        in Section 402(3) relating to the Securities of such series which shall
        be subject to covenant defeasance, and, if the Securities of such series
        are subject to repurchase or repayment at the option of the Holders thereof,
        whether the Company’s obligation to repurchase or repay such Securities
        will be subject to defeasance or covenant defeasance, and any deletions
        from, or modifications or additions to, the provisions of Article Four
        in respect of the Securities of such series;
      whether any of such Securities are to be issuable upon the exercise
        of warrants, and the time, manner and place for such Securities to be
        authenticated and delivered;
      if any of such Securities are to be issuable in global form and are
        to be issuable in definitive form (whether upon original issue or upon
        exchange of a temporary Security) only upon receipt of certain certificates
        or other documents or satisfaction of other conditions, then the form
        and terms of such certificates, documents or conditions;
      if there is more than one Trustee, the identity of the Trustee and,
        if not the Trustee, the identity of each Security Registrar, Paying Agent
        or Authenticating Agent with respect to such Securities; and
      any other terms of such Securities and any deletions from or modifications
        or additions to this Indenture in respect of such Securities.All Securities of any one series and all Coupons, if any, appertaining
      to Bearer Securities of such series shall be substantially identical except
      as to Currency of payments due thereunder, denomination and the rate of
      interest, or method of determining the rate of interest, if any, Maturity,
      and the date from which interest, if any, shall accrue and except as may
      otherwise be provided by the Company in or pursuant to the Board Resolution
      and set forth in the Officers’ Certificate or in any indenture or
      indentures supplemental hereto pertaining to such series of Securities.
      The terms of the Securities of any series may provide, without limitation,
      that the Securities shall be authenticated and delivered by the Trustee
      on original issue from time to time upon telephonic or written order of
      persons designated in the Officers’ Certificate or supplemental indenture
      (telephonic instructions to be promptly confirmed in writing by such person)
      and that such persons are authorized to determine, consistent with such
      Officers’ Certificate or any applicable supplemental indenture, such
      terms and conditions of the Securities of such series as are specified in
      such Officers’ Certificate or supplemental indenture. All Securities
      of any one series need not be issued at the same time and, unless otherwise
      so provided by the Company, a series may be reopened for issuances of additional
      Securities of such series or to establish additional terms of such series
      of Securities. If any of the terms of the Securities of any series shall
      be established by action taken by or pursuant to a Board Resolution, the
      Board Resolution shall be delivered to the Trustee at or prior to the delivery
      of the Officers’ Certificate setting forth the terms of such series.
    Currency; Denominations.
    Unless otherwise provided in or pursuant to this Indenture, the principal
      of, any premium and interest on and any. Additional Amounts with respect
      to the Securities shall be payable in Dollars. Unless otherwise provided
      in or pursuant to this Indenture, Registered Securities denominated in Dollars
      shall be issuable in registered form without Coupons in denominations of
      $1,000 and any integral multiple thereof, and the Bearer Securities denominated
      in Dollars shall be issuable in the denomination of $5,000. Securities not
      denominated in Dollars shall be issuable in such denominations as are established
      with respect to such Securities in or pursuant to this Indenture.
    Execution, Authentication, Delivery and Dating.
    Securities shall be executed on behalf of the Company by its Chairman of
      the Board, its Chief Accounting Officer, its Chief Financial Officer, its
      President, one of its Vice Presidents, its Secretary, its Treasurer or Assistant
      Treasurer or one of its Assistant Secretaries. Coupons shall be executed
      on behalf of the Company by the Treasurer or any Assistant Treasurer of
      the Company. The signature of any of these officers on the Securities or
      any Coupons appertaining thereto may be manual or facsimile.
    Securities and any Coupons appertaining thereto bearing the manual or facsimile
      signatures of individuals who were at any time the proper officers of the
      Company shall bind the Company, notwithstanding that such individuals or
      any of them have ceased to hold such offices prior to the authentication
      and delivery of such Securities or did not hold such offices at the date
      of such Securities or Coupons.
    At any time and from time to time after the execution and delivery of this
      Indenture, the Company may deliver Securities, together with any Coupons
      appertaining thereto, executed by the Company, to the Trustee for authentication
      and, provided that the Board Resolution and Officers’ Certificate
      or supplemental indenture or indentures with respect to such Securities
      referred to in Section 301 and a Company Order for the authentication and
      delivery of such Securities have been executed by the Company and delivered
      to the Trustee, the Trustee in accordance with the Company Order and subject
      to the provisions hereof and of such Securities shall authenticate and deliver
      such Securities. In authenticating such Securities, and accepting the additional
      responsibilities under this Indenture in relation to such Securities and
      any Coupons appertaining thereto, the Trustee shall be entitled to receive,
      and (subject to Sections 315(a) through 315(d) of the Trust Indenture Act)
      shall be fully protected in relying upon,
    an Opinion of Counsel to the effect that:
      the form or forms and terms of such Securities and Coupons, if any,
          have been established in conformity with the provisions of this Indenture;
        all conditions precedent to the authentication and delivery of such
          Securities and Coupons, if any, appertaining thereto, have been complied
          with and that such Securities, and Coupons, when completed by appropriate
          insertions, delivered by duly authorized officers of the Company to
          the Trustee for authentication pursuant to this Indenture, and authenticated
          and delivered by the Trustee and issued by the Company in the manner
          and subject to any conditions specified in such Opinion of Counsel,
          will constitute legally valid and binding obligations of the Company,
          enforceable against the Company in accordance with their terms, except
          as enforcement thereof may be subject to or limited by bankruptcy, insolvency,
          reorganization, moratorium, arrangement, fraudulent conveyance, fraudulent
          transfer or other similar laws relating to or affecting creditors’
          rights generally, and subject to general principles of equity (regardless
          of whether enforcement is sought in a proceeding in equity or at law)
          and will entitle the Holders thereof to the benefits of this Indenture;
          such Opinion of Counsel need express no opinion as to the availability
          of equitable remedies;
        all laws and requirements in respect of the execution and delivery
          by the Company of such Securities and Coupons, if any, have been complied
          with;
        and, to the extent that this Indenture is required to be qualified
          under the Trust Indenture Act in connection with the issuance of such
          Securities, to the further effect that:
        this Indenture has been qualified under the Trust Indenture Act; andan Officers’ Certificate stating that all conditions precedent
        to the execution, authentication and delivery of such Securities and Coupons,
        if any, appertaining thereto, have been complied with and that, to the
        best knowledge of the Persons executing such certificate, no event which
        is, or after notice or lapse of time would become, an Event of Default
        with respect to any of the Securities shall have occurred and be continuing.If all the Securities of any series are not to be issued at one time, it
      shall not be necessary to deliver an Opinion of Counsel and an Officers’
      Certificate at the time of issuance of each Security, but such opinion and
      certificate, with appropriate modifications, shall be delivered at or before
      the time of issuance of the first Security of such series. After any such
      first delivery, any separate request by the Company that the Trustee authenticate
      Securities of such series for original issue will be deemed to be a certification
      by the Company that all conditions precedent provided for in this Indenture
      relating to authentication and delivery of such Securities continue to have
      been complied with.
    The Trustee shall not be required to authenticate or to cause an Authenticating
      Agent to authenticate any Securities if the issue of such Securities pursuant
      to this Indenture will affect the Trustee’s own rights, duties or
      immunities under the Securities and this Indenture or otherwise in a manner
      which is not reasonably acceptable to the Trustee or if the Trustee, being
      advised by counsel, determines that such action may not lawfully be taken.
    Each Registered Security shall be dated the date of its authentication.
      Each Bearer Security and any Bearer Security in global form shall be dated
      as of the date specified in or pursuant to this Indenture.
    No Security or Coupon appertaining thereto shall be entitled to any benefit
      under this Indenture or be valid or obligatory for any purpose, unless there
      appears on such Security a certificate of authentication substantially in
      the form provided for in Section 202 or Section 612 executed by or on behalf
      of the Trustee or by the Authenticating Agent by the manual signature of
      one of its authorized officers. Such certificate upon any Security shall
      be conclusive evidence, and the only evidence, that such Security has been
      duly authenticated and delivered hereunder. Except as permitted by Section
      306 or Section 307, the Trustee shall not authenticate and deliver any Bearer
      Security unless all Coupons appertaining thereto then matured have been
      detached and cancelled.
    Temporary Securities.
    Pending the preparation of definitive Securities, the Company may execute
      and deliver to the Trustee and, upon Company Order, the Trustee shall authenticate
      and deliver, in the manner provided in Section 303, temporary Securities
      in lieu thereof which are printed, lithographed, typewritten, mimeographed
      or otherwise produced, in any authorized denomination, substantially of
      the tenor of the definitive Securities in lieu of which they are issued,
      in registered form or, if authorized in or pursuant to this Indenture, in
      bearer form with one or more Coupons or without Coupons and with such appropriate
      insertions, omissions, substitutions and other variations as the officers
      of the Company executing such Securities may determine, as conclusively
      evidenced by their execution of such Securities. Such temporary Securities
      may be in global form.
    Except in the case of temporary Securities in global form, which shall
      be exchanged in accordance with the provisions thereof, if temporary Securities
      are issued, the Company shall cause definitive Securities to be prepared
      without unreasonable delay. After the preparation of definitive Securities
      of the same series and containing terms and provisions that are identical
      to those of any temporary Securities, such temporary Securities shall be
      exchangeable for such definitive Securities upon surrender of such temporary
      Securities at an Office or Agency for such Securities, without charge to
      any Holder thereof. Upon surrender for cancellation of any one or more temporary
      Securities (accompanied by any unmatured Coupons appertaining thereto),
      the Company shall execute and the Trustee shall authenticate and deliver
      in exchange therefor a like principal amount of definitive Securities of
      authorized denominations of the same series and containing identical terms
      and provisions; provided, however, that no definitive Bearer
      Security, except as provided in or pursuant to this Indenture, shall be
      delivered in exchange for a temporary Registered Security; and provided,
      further, that a definitive Bearer Security shall be delivered in
      exchange for a temporary Bearer Security only in compliance with the conditions
      set forth in or pursuant to this Indenture. Unless otherwise provided in
      or pursuant to this Indenture with respect to a temporary global Security,
      until so exchanged the temporary Securities of any series shall in all respects
      be entitled to the same benefits under this Indenture as definitive Securities
      of such series.
    Registration, Transfer and Exchange.
    With respect to the Registered Securities of each series, if any, the Company
      shall cause to be kept a register (each such register being herein sometimes
      referred to as the "Security Register") at an Office or Agency
      for such series in which, subject to such reasonable regulations as it may
      prescribe, the Company shall provide for the registration of the Registered
      Securities of such series and of transfers of the Registered Securities
      of such series. Such Office or Agency shall be the "Security Registrar"
      for that series of Securities. Unless otherwise specified in or pursuant
      to this Indenture or the Securities, the Trustee shall be the initial Security
      Registrar for each series of Securities. The Company shall have the right
      to remove and replace from time to time the Security Registrar for any series
      of Securities; provided that no such removal or replacement shall be effective
      until a successor Security Registrar with respect to such series of Securities
      shall have been appointed by the Company and shall have accepted such appointment
      by the Company. In the event that the Trustee shall not be or shall cease
      to be Security Registrar with respect to a series of Securities, it shall
      have the right to examine the Security Register for such series at all reasonable
      times. There shall be only one Security Register for each series of Securities.
    Upon surrender for registration of transfer of any Registered Security
      of any series at any Office or Agency for such series, the Company shall
      execute, and the Trustee shall authenticate and deliver, in the name of
      the designated transferee or transferees, one or more new Registered Securities
      of the same series denominated as authorized in or pursuant to this Indenture,
      of a like aggregate principal amount bearing a number not contemporaneously
      outstanding and containing identical terms and provisions.
    At the option of the Holder, Registered Securities of any series may be
      exchanged for other Registered Securities of the same series containing
      identical terms and provisions, in any authorized denominations, and of
      a like aggregate principal amount, upon surrender of the Securities to be
      exchanged at any Office or Agency for such series. Whenever any Registered
      Securities are so surrendered for exchange, the Company shall execute, and
      the Trustee shall authenticate and deliver, the Registered Securities which
      the Holder making the exchange is entitled to receive.
    If provided in or pursuant to this Indenture, with respect to Securities
      of any series, at the option of the Holder, Bearer Securities of such series
      may be exchanged for Registered Securities of such series containing identical
      terms, denominated as authorized in or pursuant to this Indenture and in
      the same aggregate principal amount, upon surrender of the Bearer Securities
      to be exchanged at any Office or Agency for such series, with all unmatured
      Coupons and all matured Coupons in default thereto appertaining. If the
      Holder of a Bearer Security is unable to produce any such unmatured Coupon
      or Coupons or matured Coupon or Coupons in default, such exchange may be
      effected if the Bearer Securities are accompanied by payment in funds acceptable
      to the Company and the Trustee in an amount equal to the face amount of
      such missing Coupon or Coupons, or the surrender of such missing Coupon
      or Coupons may be waived by the Company and the Trustee if there is furnished
      to them such security or indemnity as they may require to save each of them
      and any Paying Agent harmless. If thereafter the Holder of such Bearer Security
      shall surrender to any Paying Agent any such missing Coupon in respect of
      which such a payment shall have been made, such Holder shall be entitled
      to receive the amount of such payment; provided, however,
      that, except as otherwise provided in Section 1002, interest represented
      by Coupons shall be payable only upon presentation and surrender of those
      Coupons at an Office or Agency for such series located outside the United
      States. Notwithstanding the foregoing, in case a Bearer Security of any
      series is surrendered at any such Office or Agency for such series in exchange
      for a Registered Security of such series and like tenor after the close
      of business at such Office or Agency on (i) any Regular Record Date and
      before the opening of business at such Office or Agency on the relevant
      Interest Payment Date, or (ii) any Special Record Date and before the opening
      of business at such Office or Agency on the related date for payment of
      Defaulted Interest, such Bearer Security shall be surrendered without the
      Coupon relating to such Interest Payment Date or proposed date of payment,
      as the case may be (or, if such Coupon is so surrendered with such Bearer
      Security, such Coupon shall be returned to the Person so surrendering the
      Bearer Security), and interest or Defaulted Interest, as the case may be,
      shall not be payable on such Interest Payment Date or proposed date for
      payment, as the case may be, in respect of the Registered Security issued
      in exchange for such Bearer Security, but shall be payable only to the Holder
      of such Coupon when due in accordance with the provisions of this Indenture.
    If provided in or pursuant to this Indenture with respect to Securities
      of any series, at the option of the Holder, Registered Securities of such
      series may be exchanged for Bearer Securities upon such terms and conditions
      as may be provided in or pursuant to this Indenture with respect to such
      series.
    Whenever any Securities are surrendered for exchange as contemplated by
      the immediately preceding two paragraphs, the Company shall execute, and
      the Trustee shall authenticate and deliver, the Securities which the Holder
      making the exchange is entitled to receive.
    Notwithstanding the foregoing, except as otherwise provided in or pursuant
      to this Indenture, any global Security shall be exchangeable for definitive
      Securities only if (i) the Depository is at any time unwilling, unable or
      ineligible to continue as Depository and a successor depository is not appointed
      by the Company within 90 days of the date the Company is so informed in
      writing, (ii) the Depositary ceases to be a clearing agency registered under
      the Exchange Act of 1934, (iii) the Company executes and delivers to the
      Trustee a Company Order to the effect that such global Security shall be
      so exchangeable or (iv) an Event of Default has occurred and is continuing
      with respect to the Securities. If the beneficial owners of interests in
      a global Security are entitled to exchange such interests for definitive
      Securities as the result of an event described in clause (i), (ii), (iii)
      or (iv) of the preceding sentence, then without unnecessary delay but in
      any event not later than the earliest date on which such interests may be
      so exchanged, the Company shall deliver to the Trustee definitive Securities
      in such form and denominations as are required by or pursuant to this Indenture,
      and of the same series, containing identical terms and in aggregate principal
      amount equal to the principal amount of such global Security, executed by
      the Company. On or after the earliest date on which such interests may be
      so exchanged, such global Security shall be surrendered from time to time
      by the U.S. Depository or such other Depository as shall be specified in
      the Company Order with respect thereto, and in accordance with instructions
      given to the Trustee and the U.S. Depository or such other Depository, as
      the case may be (which instructions shall be in writing but need not be
      contained in or accompanied by an Officers’ Certificate or be accompanied
      by an Opinion of Counsel), as shall be specified in the Company Order with
      respect thereto to the Trustee, as the Company’s agent for such purpose,
      to be exchanged, in whole or in part, for definitive Securities as described
      above without charge. The Trustee shall authenticate and make available
      for delivery, in exchange for each portion of such surrendered global Security,
      a like aggregate principal amount of definitive Securities of the same series
      of authorized denominations and of like tenor as the portion of such global
      Security to be exchanged, which (unless such Securities are not issuable
      both as Bearer Securities and as Registered Securities, in which case the
      definitive Securities exchanged for the global Security shall be issuable
      only in the form in which the Securities are issuable, as provided in or
      pursuant to this Indenture) shall be in the form of Bearer Securities or
      Registered Securities, or any combination thereof, as shall be specified
      by the beneficial owner thereof, but subject to the satisfaction of any
      certification or other requirements to the issuance of Bearer Securities;
      provided, however, that no such exchanges may occur during
      a period beginning at the opening of business 15 days before any selection
      of Securities of the same series to be redeemed and ending on the relevant
      Redemption Date; and provided, further, that (unless otherwise
      provided in or pursuant to this Indenture) no Bearer Security delivered
      in exchange for a portion of a global Security shall be mailed or otherwise
      delivered to any location in the United States. Promptly following any such
      exchange in part, such global Security shall be returned by the Trustee
      to such Depository or the U.S. Depository, as the case may be, or such other
      Depository or U.S. Depository referred to above in accordance with the instructions
      of the Company referred to above. If a Registered portion of a global Security
      after the close of business at the Office or Agency for such Security where
      such exchange occurs on or after (i) any Regular Record Date for such Security
      and before the opening of business at such Office or Agency on the next
      Interest Payment Date, or (ii) any Special Record Date for such Security
      and before the opening of business at such Office or Agency on the related
      proposed date for payment of interest or Defaulted Interest, as the case
      may be, interest shall not be payable on such Interest Payment Date or proposed
      date for payment, as the case may be, in respect of such Registered Security,
      but shall be payable on such Interest Payment Date or proposed date for
      payment, as the case may be, only to the Person to whom interest in respect
      of such portion of such global Security shall be payable in accordance with
      the provisions of this Indenture.
    All Securities issued upon any registration of transfer or exchange of
      Securities shall be the valid obligations of the Company evidencing the
      same debt and entitling the Holders thereof to the same benefits under this
      Indenture as the Securities surrendered upon such registration of transfer
      or exchange.
    Every Registered Security presented or surrendered for registration of
      transfer or for exchange or redemption shall (if so required by the Company
      or the Security Registrar for such Security) be duly endorsed, or be accompanied
      by a written instrument of transfer in form satisfactory to the Company
      and the Security Registrar for such Security duly executed by the Holder
      thereof or his attorney duly authorized in writing.
    No service charge shall be made for any registration of transfer or exchange,
      or redemption of Securities, but the Company may require payment of a sum
      sufficient to cover any tax or other governmental charge and any other expenses
      (including fees and expenses of the Trustee) that may be imposed in connection
      with any registration of transfer or exchange of Securities, other than
      exchanges pursuant to Sections 304, 306 and 1107 not involving any transfer.
    Except as otherwise provided in or pursuant to this Indenture, the Company
      shall not be required (i) to issue, register the transfer of or exchange
      any Securities during a period beginning at the opening of business 15 days
      before the day of the mailing of a notice of redemption of Securities of
      like tenor and the same series under Section 1103 and ending at the close
      of business on the day of such mailing, (ii) to register the transfer of
      or exchange any Registered Security so selected for redemption in whole
      or in part, except in the case of any Security to be redeemed in part, the
      portion thereof not to be redeemed, (iii) to exchange any Bearer Security
      so selected for redemption except, to the extent provided with respect to
      such Bearer Security, that such Bearer Security may be exchanged for a Registered
      Security of like tenor and the same series, provided that such Registered
      Security shall be immediately surrendered for redemption with written instruction
      for payment consistent with the provisions of this Indenture or (iv) to
      issue, register the transfer of or exchange any Security which, in accordance
      with its terms, has been surrendered for repayment at the option of the
      Holder, except the portion, if any, of such Security not to be so repaid.
    Mutilated, Destroyed, Lost and Stolen Securities.
    If any mutilated Security or a Security with a mutilated Coupon appertaining
      to it is surrendered to the Trustee, subject to the provisions of this Section
      306, the Company shall execute and the Trustee shall authenticate and deliver
      in exchange therefor a new Security of the same series containing identical
      terms and of like principal amount and bearing a number not contemporaneously
      outstanding, with Coupons appertaining thereto corresponding to the Coupons,
      if any, appertaining to the surrendered Security.
    If there be delivered to the Company and to the Trustee (i) evidence to
      their satisfaction of the destruction, loss or theft of any Security or
      Coupon, and (ii) such security or indemnity as may be required by them to
      save each of them, their respective officers and directors and any agent
      of either of them harmless, then, in the absence of notice to the Company
      or the Trustee that such Security or Coupon has been acquired by a bona
      fide purchaser, the Company shall execute and, upon the Company’s
      request the Trustee shall authenticate and deliver, in exchange for or in
      lieu of any such mutilated, destroyed, lost or stolen Security or in exchange
      for the Security to which a destroyed, lost or stolen Coupon appertains
      with all appurtenant Coupons not destroyed, lost or stolen, a new Security
      of the same series containing identical terms and of like principal amount
      and bearing a number not contemporaneously outstanding, with Coupons corresponding
      to the Coupons, if any, appertaining to such destroyed, lost or stolen Security
      or to the Security to which such destroyed, lost or stolen Coupon appertains.
    Notwithstanding the foregoing provisions of this Section 306, in case any
      mutilated, destroyed, lost or stolen Security or Coupon has become or is
      about to become due and payable, the Company in its discretion may, instead
      of issuing a new Security, pay such Security or Coupon; provided,
      however, that payment of principal of, any premium or interest on
      or any Additional Amounts with respect to any Bearer Securities shall, except
      as otherwise provided in Section 1002, be payable only at an Office or Agency
      for such Securities located outside the United States and, unless otherwise
      provided in or pursuant to this Indenture, any interest on Bearer Securities
      and any Additional Amounts with respect to such interest shall be payable
      only upon presentation and surrender of the Coupons appertaining thereto.
    Upon the issuance of any new Security under this Section, the Company may
      require the payment of a sum sufficient to cover any tax or other governmental
      charge that may be imposed in relation thereto and any other expenses (including
      the fees and expenses of the Trustee) connected therewith.
    Every new Security, with any Coupons appertaining thereto, issued pursuant
      to this Section in lieu of any destroyed, lost or stolen Security, or in
      exchange for a Security to which a destroyed, lost or stolen Coupon appertains
      shall constitute a separate obligation of the Company, whether or not the
      destroyed, lost or stolen Security and Coupons appertaining thereto or the
      destroyed, lost or stolen Coupon shall be at any time enforceable by anyone,
      and shall be entitled to all the benefits of this Indenture equally and
      proportionately with any and all other Securities of such series and any
      Coupons, if any, duly issued hereunder.
    The provisions of this Section, as amended or supplemented pursuant to
      this Indenture with respect to particular Securities or generally, shall
      be exclusive and shall preclude (to the extent lawful) all other rights
      and remedies with respect to the replacement or payment of mutilated, destroyed,
      lost or stolen Securities or Coupons.
    Payment of Interest and Certain Additional Amounts; Rights to Interest
      and Certain Additional Amounts Preserved.
    Unless otherwise provided in or pursuant to this Indenture, any interest
      on and any Additional Amounts with respect to any Registered Security which
      shall be payable, and are punctually paid or duly provided for, on any Interest
      Payment Date shall be paid to the Person in whose name such Security (or
      one or more Predecessor Securities) is registered as of the close of business
      on the Regular Record Date for such interest. Unless otherwise provided
      in or pursuant to this Indenture, in case a Bearer Security is surrendered
      in exchange for a Registered Security after the close of business at an
      Office or Agency for such Security on any Regular Record Date therefor and
      before the opening of business at such Office or Agency on the next succeeding
      Interest Payment Date therefor, such Bearer Security shall be surrendered
      without the Coupon relating to such Interest Payment Date and interest shall
      not be payable on such Interest Payment Date in respect of the Registered
      Security issued in exchange for such Bearer Security, but shall be payable
      only to the Holder of such Coupon when due in accordance with the provisions
      of this Indenture.
    Unless otherwise provided in or pursuant to this Indenture, any interest
      on and any Additional Amounts with respect to any Registered Security which
      shall be payable, but shall not be punctually paid or duly provided for,
      on any Interest Payment Date for such Registered Security (herein called
      "Defaulted Interest") shall forthwith cease to be payable to the
      Holder thereof on the relevant Regular Record Date by virtue of having been
      such Holder, and such Defaulted Interest may be paid by the Company, at
      its election in each case, as provided in clause (1) or (2) below:
    The Company may elect to make payment of any Defaulted Interest to the
        Person in whose name such Registered Security (or a Predecessor Security
        thereof) shall be registered at the close of business on a Special Record
        Date for the payment of such Defaulted Interest, which shall be fixed
        in the following manner. The Company shall notify the Trustee in writing
        of the amount of Defaulted Interest proposed to be paid on such Registered
        Security and the date of the proposed payment, and at the same time the
        Company shall deposit with the Trustee an amount of money equal to the
        aggregate amount proposed to be paid in respect of such Defaulted Interest
        or shall make arrangements satisfactory to the Trustee for such deposit
        on or prior to the date of the proposed payment, such money when so deposited
        to be held in trust for the benefit of the Person entitled to such Defaulted
        Interest as in this clause provided. Thereupon, the Trustee shall fix
        a Special Record Date for the payment of such Defaulted Interest which
        shall be not more than 15 days and not less than 10 days prior to the
        date of the proposed payment and not less than 10 days after the receipt
        by the Trustee of the notice of the proposed payment. The Trustee shall
        promptly notify the Company of such Special Record Date and, in the name
        and at the expense of the Company, shall cause notice of the proposed
        payment of such Defaulted Interest and the Special Record Date therefor
        to be mailed, first-class postage prepaid, to the Holder of such Registered
        Security (or a Predecessor Security thereof) at his address as it appears
        in the Security Register not less than 10 days prior to such Special Record
        Date. The Trustee may, in its discretion, in the name and at the expense
        of the Company, cause a similar notice to be published at least once in
        an Authorized Newspaper of general circulation in the Borough of Manhattan,
        The City of New York, in Luxembourg (if on such date the notes are listed
        on the Luxembourg Stock Exchange), and in an authorized newspaper of general
        circulation in the Federal District, Mexico City, Mexico, but such publication
        shall not be a condition precedent to the establishment of such Special
        Record Date. Notice of the proposed payment of such Defaulted Interest
        and the Special Record Date therefor having been mailed as aforesaid,
        such Defaulted Interest shall be paid to the Person in whose name such
        Registered Security (or a Predecessor Security thereof) shall be registered
        at the close of business on such Special Record Date and shall no longer
        be payable pursuant to the following clause (2). In case a Bearer Security
        is surrendered at the Office or Agency for such Security in exchange for
        a Registered Security after the close of business at such Office or Agency
        on any Special Record Date and before the opening of business at such
        Office or Agency on the related proposed date for payment of Defaulted
        Interest, such Bearer Security shall be surrendered without the Coupon
        relating to such Defaulted Interest and Defaulted Interest shall not be
        payable on such proposed date of payment in respect of the Registered
        Security issued in exchange for such Bearer Security, but shall be payable
        only to the Holder of such Coupon when due in accordance with the provisions
        of this Indenture.
      The Company may make payment of any Defaulted Interest in any other
        lawful manner not inconsistent with the requirements of any securities
        exchange on which such Security may be listed, and upon such notice as
        may be required by such exchange, if, after notice given by the Company
        to the Trustee of the proposed payment pursuant to this clause, such payment
        shall be deemed practicable by the Trustee.Unless otherwise provided in or pursuant to this Indenture or the Securities
      of any particular series pursuant to the provisions of this Indenture, at
      the option of the Company, interest on Registered Securities that bear interest
      may be paid by mailing a check to the address of the Person entitled thereto
      as such address shall appear in the Security Register or by transfer to
      an account maintained by the payee with a bank located in the United States.
    Subject to the foregoing provisions of this Section and Section 305, each
      Security delivered under this Indenture upon registration of transfer of
      or in exchange for or in lieu of any other Security shall carry the rights
      to interest accrued and unpaid, and to accrue, which were carried by such
      other Security.
    In the case of any Registered Security of any series that is convertible,
      which Registered Security is converted after any Regular Record Date and
      on or prior to the next succeeding Interest Payment Date (other than any
      Registered Security with respect to which the Stated Maturity is prior to
      such Interest Payment Date), interest with respect to which the Stated Maturity
      is on such Interest Payment Date shall be payable on such Interest Payment
      Date notwithstanding such conversion, and such interest (whether or not
      punctually paid or duly provided for) shall be paid to the Person in whose
      name that Registered Security (or one or more predecessor Registered Securities)
      is registered at the close of business on such Regular Record Date. Except
      as otherwise expressly provided in the immediately preceding sentence, in
      the case of any Registered Security which is converted, interest with respect
      to which the Stated Maturity is after the date of conversion of such Registered
      Security shall not be payable.
    Persons Deemed Owners.
    Prior to due presentment of a Registered Security for registration of transfer,
      the Company, the Trustee and any agent of the Company or the Trustee may
      treat the Person in whose name such Registered Security is registered in
      the Security Register as the owner of such Registered Security for the purpose
      of receiving payment of principal of, any premium and (subject to Section
      305 and Section 307) interest on and any Additional Amounts with respect
      to such Registered Security and for all other purposes whatsoever, whether
      or not any payment with respect to such Registered Security shall be overdue,
      and none of the Company, the Trustee or any agent of the Company or the
      Trustee shall be affected by notice to the contrary.
    The Company, the Trustee and any agent of the Company or the Trustee may
      treat the bearer of any Bearer Security or the bearer of any Coupon as the
      absolute owner of such Security or Coupon for the purpose of receiving payment
      thereof or on account thereof and for all other purposes whatsoever, whether
      or not any payment with respect to such Security or Coupon shall be overdue,
      and none of the Company, the Trustee or any agent of the Company or the
      Trustee shall be affected by notice to the contrary.
    No Holder of any beneficial interest in any global Security held on its
      behalf by a Depository shall have any rights under this Indenture with respect
      to such global Security, and such Depository or its nominee may be treated
      by the Company, the Trustee and any agent of the Company or the Trustee
      as the owner of such global Security for all purposes whatsoever. None of
      the Company, the Trustee, any Paying Agent or the Security Registrar will
      have any responsibility or liability for any aspect of the records relating
      to or payments made on account of beneficial ownership interests of a global
      Security or for maintaining, supervising or reviewing any records relating
      to such beneficial ownership interests.
    Cancellation.
    All Securities and Coupons surrendered for payment, redemption, registration
      of transfer, exchange or conversion or for credit against any sinking fund
      payment shall, if surrendered to any Person other than the Trustee, be delivered
      to the Trustee, and any such Securities and Coupons, as well as Securities
      and Coupons surrendered directly to the Trustee for any such purpose, shall
      be cancelled promptly by the Trustee. The Company may at any time deliver
      to the Trustee for cancellation any Securities previously authenticated
      and delivered hereunder which the Company may have acquired in any manner
      whatsoever, and all Securities so delivered shall be cancelled promptly
      by the Trustee. No Securities shall be authenticated in lieu of or in exchange
      for any Securities cancelled as provided in this Section, except as expressly
      permitted by or pursuant to this Indenture. All cancelled Securities and
      Coupons held by the Trustee shall be disposed of by the Trustee in accordance
      with its customary procedures.
    Computation of Interest.
    Except as otherwise provided in or pursuant to this Indenture, or in any
      Security, interest on the Securities shall be computed on the basis of a
      360-day year of twelve 30-day months.
    CUSIP Numbers.The Company in issuing the Securities may use "CUSIP" numbers (if
    then generally in use), and, if so, the Trustee shall use "CUSIP"
    numbers in notices of redemption as a convenience to Holders; providedthat any such notice may state that no representation is made as to the
    correctness of such numbers either as printed on the Securities or as contained
    in any notice of a redemption and that reliance may be placed only on the
    other identification numbers printed on the Securities, and any such redemption
    shall not be affected by any defect in or omission of such numbers. The Company
    will promptly notify the Trustee of any change in the "CUSIP" numbers.
  Satisfaction and Discharge of Indenture
  Satisfaction and Discharge.
    Upon the direction of the Company by a Company Order, this Indenture shall
      cease to be of further effect with respect to any series of Securities specified
      in such Company Order and any Coupons appertaining thereto, and the Trustee,
      on receipt of a Company Order, at the expense of the Company, shall execute
      proper instruments acknowledging satisfaction and discharge of this Indenture
      as to such series, when
    either
      all Securities of such series theretofore authenticated and delivered
          and all Coupons appertaining thereto (other than (i) Coupons appertaining
          to Bearer Securities of such series surrendered in exchange for Registered
          Securities of such series and maturing after such exchange whose surrender
          is not required or has been waived as provided in Section 305, (ii)
          Securities and Coupons of such series which have been destroyed, lost
          or stolen and which have been replaced or paid as provided in Section
          306, (iii) Coupons appertaining to Securities of such series called
          for redemption and maturing after the relevant Redemption Date whose
          surrender has been waived as provided in Section 1107, and (iv) Securities
          and Coupons of such series for whose payment money has theretofore been
          deposited in trust or segregated and held in trust by the Company and
          thereafter repaid to the Company or discharged from such trust, as provided
          in Section 1003) have been delivered to the Trustee for cancellation;
          or
        all Securities of such series and, in the case of (i) or (ii) below,
          any Coupons appertaining thereto not theretofore delivered to the Trustee
          for cancellation
        have become due and payable, or
          will become due and payable at their Stated Maturity within one
            year, or
          if redeemable at the option of the Company, are to be called for
            redemption within one year under arrangements satisfactory to the
            Trustee for the giving of notice of redemption by the Trustee in the
            name, and at the expense, of the Company,and the Company, in the case of (i), (ii) or (iii) above, has deposited
        or caused to be deposited with the Trustee as trust funds in trust for
        such purpose, money in the Currency in which such Securities are payable
        in an amount sufficient to pay and discharge the entire indebtedness on
        such Securities and any Coupons appertaining thereto not theretofore delivered
        to the Trustee for cancellation, including the principal of, any premium
        and interest on, and any Additional Amounts with respect to such Securities
        and any Coupons appertaining thereto, to the date of such deposit (in
        the case of Securities which have become due and payable) or to the Maturity
        thereof, as the case may be;
      the Company has paid or caused to be paid all other sums payable hereunder
        by the Company with respect to the Outstanding Securities of such series
        and any Coupons appertaining thereto; and
      the Company has delivered to the Trustee an Officers’ Certificate
        and an Opinion of Counsel, each stating that all conditions precedent
        herein provided for relating to the satisfaction and discharge of this
        Indenture as to such series have been complied with.In the event there are Securities of two or more series hereunder, the
      Trustee shall be required to execute an instrument acknowledging satisfaction
      and discharge of this Indenture only if requested to do so with respect
      to Securities of such series as to which it is Trustee and if the other
      conditions thereto are met.
    Notwithstanding the satisfaction and discharge of this Indenture with respect
      to any series of Securities, the obligations of the Company to the Trustee
      under Section 306 and, if money shall have been deposited with the Trustee
      pursuant to subclause (b) of clause (1) of this Section, the obligations
      of the Company and the Trustee with respect to the Securities of such series
      under Section 305, Section 306, Section 403, Section 1002 and Section 1003,
      with respect to the payment of Additional Amounts, if any, with respect
      to such Securities as contemplated by Section 1004 (but only to the extent
      that the Additional Amounts payable with respect to such Securities exceed
      the amount deposited in respect of such Additional Amounts pursuant to Section
      401(1)(b), and with respect to any rights to convert or exchange such Securities
      into Common Stock or other securities, cash or other property shall survive.
    Defeasance and Covenant Defeasance.
    Unless pursuant to Section 301, either or both of (i) defeasance of
        the Securities of or within a series under clause (2) of this Section
        402 shall not be applicable with respect to the Securities of such series
        or (ii) covenant defeasance of the Securities of or within a series under
        clause (3) of this Section 402 shall not be applicable with respect to
        the Securities of such series, then such provisions, together with the
        other provisions of this Section 402 (with such modifications thereto
        as may be specified pursuant to Section 301 with respect to any Securities),
        shall be applicable to such Securities and any Coupons appertaining thereto,
        and the Company may at its option by Board Resolution, at any time, with
        respect to such Securities and any Coupons appertaining thereto, elect
        to have Section 402(2) or Section 402(3) be applied to such Outstanding
        Securities and any Coupons appertaining thereto upon compliance with the
        conditions set forth below in this Section 402.
      Upon the Company’s exercise of the above option applicable to
        this Section 402(2) with respect to any Securities of or within a series,
        the Company shall be deemed to have been discharged from its obligations
        with respect to such Outstanding Securities and any Coupons appertaining
        thereto on the date the conditions set forth in clause (4) of this Section
        402 are satisfied (hereinafter, "defeasance"). For this purpose,
        such defeasance means that the Company shall be deemed to have paid and
        discharged the entire Indebtedness represented by such Outstanding Securities
        and any Coupons appertaining thereto, which shall thereafter be deemed
        to be "Outstanding" only for the purposes of clause (6) of this
        Section 402 and the other Sections of this Indenture referred to in clauses
        (i) and (ii) below, and to have satisfied all of its other obligations
        under such Securities and any Coupons appertaining thereto and this Indenture
        insofar as such Securities and any Coupons appertaining thereto are concerned
        (and the Trustee, at the expense of the Company, shall execute proper
        instruments acknowledging the same), except for the following which shall
        survive until otherwise terminated or discharged hereunder: the rights
        of Holders of such Outstanding Securities and any Coupons appertaining
        thereto to receive, solely from the trust fund described in clause (4)
        of this Section 402 and as more fully set forth in such Section, payments
        in respect of the principal of (and premium, if any) and interest, if
        any, on, and Additional Amounts, if any, with respect to, such Securities
        and any Coupons appertaining thereto when such payments are due, and any
        rights of such Holder to convert or exchange such Securities into Common
        Stock or other securities, cash or other property, (ii) the obligations
        of the Company and the Trustee with respect to such Securities under Section
        305, Section 306, Section 1002 and Section 1003 and with respect to the
        payment of Additional Amounts, if any, on such Securities as contemplated
        by Section 1004 (but only to the extent that the Additional Amounts payable
        with respect to such Securities exceed the amount deposited in respect
        of such Additional Amounts pursuant to Section 402(4)(a) below), and with
        respect to any rights to convert or exchange such Securities into Common
        Stock or other securities, cash or other property, (iii) the rights, powers,
        trusts, duties and immunities of the Trustee hereunder and (iv) this Section
        402. The Company may exercise its option under this Section 402(2) notwithstanding
        the prior exercise of its option under clause (3) of this Section 402
        with respect to such Securities and any Coupons appertaining thereto.
      Upon the Company’s exercise of the above option applicable to
        this Section 402(3) with respect to any Securities of or within a series,
        the Company shall be released from its obligations under Section 1005,
        Section 1006, Section 1007, Section 801 and Section 802, and, to the extent
        specified pursuant to Section 301, any other covenant applicable to such
        Securities, with respect to such Outstanding Securities and any Coupons
        appertaining thereto on and after the date the conditions set forth in
        clause (4) of this Section 402 are satisfied (hereinafter, "covenant
        defeasance"), and such Securities and any Coupons appertaining thereto
        shall thereafter be deemed to be not "Outstanding" for the purposes
        of any direction, waiver, consent or declaration or Act of Holders (and
        the consequences of any thereof) in connection with any such covenant,
        but shall continue to be deemed "Outstanding" for all other
        purposes hereunder. For this purpose, such covenant defeasance means that,
        with respect to such Outstanding Securities and any Coupons appertaining
        thereto, the Company may omit to comply with, and shall have no liability
        in respect of, any term, condition or limitation set forth in any such
        Section or such other covenant, whether directly or indirectly, by reason
        of any reference elsewhere herein to any such Section or such other covenant
        or by reason of reference in any such Section or such other covenant to
        any other provision herein or in any other document and such omission
        to comply shall not constitute a default or an Event of Default under
        Section 501(5) insofar as it relates to Section 1005, Section 1006, Section
        1007, Section 801 and Section 802 and, to the extent specified pursuant
        to Section 301 any other covenant applicable to such Security, Section
        501(7) or Section 501(9) or otherwise, as the case may be, but, except
        as specified above, the remainder of this Indenture and such Securities
        and Coupons appertaining thereto shall be unaffected thereby.
      The following shall be the conditions to application of clause (2) or
        (3) of this Section 402 to any Outstanding Securities of or within a series
        and any Coupons appertaining thereto:
      The Company shall irrevocably have deposited or caused to be deposited
          with the Trustee (or another trustee satisfying the requirements of
          Section 608 who shall agree to comply with the provisions of this Section
          402 applicable to it) as trust funds in trust for the purpose of making
          the following payments, specifically pledged as security for, and dedicated
          solely to, the benefit of the Holders of such Securities and any Coupons
          appertaining thereto, (1) an amount in Dollars or in such Foreign Currency
          in which such Securities and any Coupons appertaining thereto are then
          specified as payable at Stated Maturity, or (2) Government Obligations
          applicable to such Securities and Coupons appertaining thereto (determined
          on the basis of the Currency in which such Securities and Coupons appertaining
          thereto are then specified as payable at Stated Maturity) which through
          the scheduled payment of principal and interest in respect thereof in
          accordance with their terms will provide, not later than one day before
          the due date of any payment of principal of (and premium, if any) and
          interest, if any, on such Securities and any Coupons appertaining thereto,
          money in an amount, or (3) a combination thereof, in any case, in an
          amount, sufficient, without consideration of any reinvestment of such
          principal and interest, in the opinion of a nationally recognized firm
          of independent public accountants expressed in a written certification
          thereof delivered to the Trustee, to pay and discharge, and which shall
          be applied by the Trustee (or other qualifying trustee) to pay and discharge,
          (y) the principal of (and premium, if any) and interest, if any, on
          such Outstanding Securities and any Coupons appertaining thereto on
          the Stated Maturity of such principal or installment of principal or
          interest and (z) any mandatory sinking fund payments or analogous payments
          applicable to such Outstanding Securities and any Coupons appertaining
          thereto on the day on which such payments are due and payable in accordance
          with the terms of this Indenture and of such Securities and any Coupons
          appertaining thereto.
        Such defeasance or covenant defeasance shall not result in a breach
          or violation of, or constitute a default under, this Indenture or any
          other material agreement or instrument to which the Company is a party
          or by which it is bound.
        No Event of Default or event which with notice or lapse of time or
          both would become an Event of Default with respect to such Securities
          and any Coupons appertaining thereto shall have occurred and be continuing
          on the date of such deposit and, with respect to defeasance only, at
          any time during the period ending on the 91st day after the date of
          such deposit (it being understood that this condition shall not be deemed
          satisfied until the expiration of such period).
        In the case of an election under clause (2) of this Section 402, the
          Company shall have delivered to the Trustee an Opinion of Counsel stating
          that
        the Company has received from the Internal Revenue Service a letter
            ruling, or there has been published by the Internal Revenue Service
            a Revenue Ruling, or
          since the date of execution of this Indenture, there has been a
            change in the applicable Federal income tax law,in either case to the effect that, and based thereon such opinion shall
          confirm that, the Holders of such Outstanding Securities and any Coupons
          appertaining thereto will not recognize income, gain or loss for Federal
          income tax purposes as a result of such defeasance and will be subject
          to Federal income tax on the same amounts, in the same manner and at
          the same times as would have been the case if such defeasance had not
          occurred.
        In the case of an election under clause (3) of this Section 402, the
          Company shall have delivered to the Trustee an Opinion of Counsel to
          the effect that the Holders of such Outstanding Securities and any Coupons
          appertaining thereto will not recognize income, gain or loss for Federal
          income tax purposes as a result of such covenant defeasance and will
          be subject to Federal income tax on the same amounts, in the same manner
          and at the same times as would have been the case if such covenant defeasance
          had not occurred.
        The Company shall have delivered to the Trustee an Opinion of Counsel
          to the effect that, after the 91st day after the date of establishment
          of such trust, all money and Government Obligations (or other property
          as may be provided pursuant to Section 301) (including the proceeds
          thereof) deposited or caused to be deposited with the Trustee (or other
          qualifying trustee) pursuant to this clause (4) to be held in trust
          will not be subject to any case or proceeding (whether voluntary or
          involuntary) in respect of the Company under any Federal or State bankruptcy,
          insolvency, reorganization or other similar law, or any decree or order
          for relief in respect of the Company issued in connection therewith.
        The Company shall have delivered to the Trustee an Officers’
          Certificate and an Opinion of Counsel, each stating that all conditions
          precedent to the defeasance or covenant defeasance under clause (2)
          or (3) of this Section 402 (as the case may be) have been complied with.
        Notwithstanding any other provisions of this Section 402(4), such
          defeasance or covenant defeasance shall be effected in compliance with
          any additional or substitute terms, conditions or limitations which
          may be imposed on the Company in connection therewith pursuant to Section
          301.Subject to the provisions of the last paragraph of Section 1003, all
        money and Government Obligations (or other property as may be provided
        pursuant to Section 301) (including the proceeds thereof) deposited with
        the Trustee (or other qualifying trustee, collectively for purposes of
        this Section 402(5) and Section 403, the "Trustee") pursuant
        to clause (4) of Section 402 in respect of any Outstanding Securities
        of any series and any Coupons appertaining thereto shall be held in trust
        and applied by the Trustee, in accordance with the provisions of such
        Securities and any Coupons appertaining thereto and this Indenture, to
        the payment, either directly or through any Paying Agent (including the
        Company acting as its own Paying Agent) as the Trustee may determine,
        to the Holders of such Securities and any Coupons appertaining thereto
        of all sums due and to become due thereon in respect of principal (and
        premium, if any) and interest and Additional Amounts, if any, but such
        money need not be segregated from other funds except to the extent required
        by law.
      Unless otherwise specified in or pursuant to this Indenture or any Security,
        if, after a deposit referred to in Section 402(4)(a) has been made, (a)
        the Holder of a Security in respect of which such deposit was made is
        entitled to, and does, elect pursuant to Section 301 or the terms of such
        Security to receive payment in a Currency other than that in which the
        deposit pursuant to Section 402(4)(a) has been made in respect of such
        Security, or (b) a Conversion Event occurs in respect of the Foreign Currency
        in which the deposit pursuant to Section 402(4)(a) has been made, the
        indebtedness represented by such Security and any Coupons appertaining
        thereto shall be deemed to have been, and will be, fully discharged and
        satisfied through the payment of the principal of (and premium, if any),
        and interest, if any, on, and Additional Amounts, if any, with respect
        to, such Security as the same becomes due out of the proceeds yielded
        by converting (from time to time as specified below in the case of any
        such election) the amount or other property deposited in respect of such
        Security into the Currency in which such Security becomes payable as a
        result of such election or Conversion Event based on (x) in the case of
        payments made pursuant to clause (a) above, the applicable market exchange
        rate for such Currency in effect on the second Business Day prior to each
        payment date, or (y) with respect to a Conversion Event, the applicable
        market exchange rate for such Foreign Currency in effect (as nearly as
        feasible) at the time of the Conversion Event.The Company shall pay and indemnify the Trustee against any tax, fee or
      other charge, imposed on or assessed against the Government Obligations
      deposited pursuant to this Section 402 or the principal or interest received
      in respect thereof other than any such tax, fee or other charge which by
      law is for the account of the Holders of such Outstanding Securities and
      any Coupons appertaining thereto.
    Anything in this Section 402 to the contrary notwithstanding, the Trustee
      shall deliver or pay to the Company from time to time upon Company Request
      any money or Government Obligations (or other property and any proceeds
      therefrom) held by it as provided in clause (4) of this Section 402 which,
      in the opinion of a nationally recognized firm of independent public accountants
      expressed in a written certification thereof delivered to the Trustee, are
      in excess of the amount thereof which would then be required to be deposited
      to effect a defeasance or covenant defeasance, as applicable, in accordance
      with this Section 402.
    Application of Trust Money.Subject to the provisions of the last paragraph of Section 1003, all money
    and Government Obligations deposited with the Trustee pursuant to Section
    401 or Section 402 in respect of any Outstanding Securities of any series
    and any Coupons appertaining thereto shall be held in trust and applied by
    the Trustee, in accordance with the provisions of the Securities, the Coupons
    and this Indenture, to the payment, either directly or through any Paying
    Agent (including the Company acting as its own Paying Agent) as the Trustee
    may determine, to the Persons entitled thereto, of the principal, premium,
    if any, interest and Additional Amounts, if any, for whose payment such money
    has or Government Obligations have been deposited with or received by the
    Trustee; but such money and Government Obligations need not be segregated
    from other funds except to the extent required by law.
  Remedies
  Events of Default.
    "Event of Default", wherever used herein with respect
      to Securities of any series, means any one of the following events (whatever
      the reason for such Event of Default and whether it shall be voluntary or
      involuntary or be effected by operation of law or pursuant to any judgment,
      decree or order of any court or any order, rule or regulation of any administrative
      or governmental body), unless such event is specifically deleted or modified
      in or pursuant to the supplemental indenture, Board Resolution or Officers’
      Certificate establishing the terms of such series pursuant to this Indenture:
    default in the payment of any interest on any Security of such series,
        or any Additional Amounts payable with respect thereto, when the interest
        becomes or the Additional Amounts become due and payable, and continuance
        of the default for a period of 30 days;
      default in the payment of the principal of or any premium on any Security
        of such series, or any Additional Amounts payable with respect thereto,
        when the principal or premium becomes or the Additional Amounts with respect
        thereto become due and payable at their maturity;
      failure of the Company to comply with any of its obligations described
        under Article Eight;
      default in the deposit of any sinking fund payment when and as due by
        the terms of any Security of such series;
      default in the performance, or breach, of any covenant or warranty of
        the Company in the Indenture or the Securities (other than a covenant
        or warranty a default in the performance or the breach of which is elsewhere
        in this Section 501 specifically dealt with or which has been expressly
        included in this Indenture solely for the benefit of a series of Securities
        other than such series), and continuance of the default or breach for
        a period of 60 days after there has been given, by registered or certified
        mail, to the Company by the Trustee or to the Company and the Trustee
        by the Holders of at least 25% in principal amount of the Outstanding
        Securities of such series, a written notice specifying the default or
        breach and requiring it to be remedied and stating that the notice is
        a "Notice of Default" under Section 603;
      a default or defaults under any bond, debenture, note or other evidence
        of Indebtedness for money borrowed of the Company or any Material Subsidiary,
        or under any mortgage, indenture or instrument under which there may be
        issued or borrowed or by which there may be secured or evidenced any Indebtedness
        of the Company or any Material Subsidiary, whether such Indebtedness now
        exists or hereafter be created, provided that such Indebtedness, individually
        or in the aggregate, has an aggregate principal amount then outstanding
        in excess of $25.0 million (or the equivalent thereof in other currencies
        or currency units) and that such default or defaults, individually or
        in the aggregate, (A) shall constitute a failure to pay the principal
        of or interest on such Indebtedness (or any portion thereof having an
        aggregate principal amount in excess of $25.0 million or such equivalent
        thereof) when due and payable after the expiration of any applicable grace
        period with respect thereto or (B) shall have resulted in such Indebtedness
        (or any portion thereof having an aggregate principal amount in excess
        of $25.0 million or such equivalent thereto) becoming or being declared
        due and payable prior to the date on which it would otherwise have become
        due and payable;
      the entry by a court having competent jurisdiction of:
      a decree or order for relief in respect of the Company or any Material
          Subsidiary in an involuntary proceeding under any applicable bankruptcy,
          insolvency, reorganization or other similar law, which decree or order
          shall remain unstayed and in effect for a period of 60 consecutive days;
        a decree or order adjudging the Company or any Material Subsidiary
          to be insolvent, or approving a petition seeking reorganization, arrangement,
          adjustment or composition of the Company or any Material Subsidiary,
          which decree or order shall remain unstayed and in effect for a period
          of 60 consecutive days; or
        a final and non-appealable order appointing a custodian, receiver,
          liquidator, assignee, trustee or other similar official of the Company
          or any Material Subsidiary or of any substantial part of the property
          of the Company or any Material Subsidiary or ordering the winding up
          or liquidation of the affairs of the Company;the commencement by the Company or any Material Subsidiary of a voluntary
        proceeding under any applicable bankruptcy, insolvency,reorganization
        or other similar law or of a voluntary proceeding seeking to be adjudicated
        insolvent or the consent by the Company or any Material Subsidiary to
        the entry of a decree or order for relief in an involuntary proceeding
        under any applicable bankruptcy, insolvency, reorganization or other similar
        law or to the commencement of any insolvency proceedings against it, or
        the filing by the Company or any Material Subsidiary of a petition or
        answer or consent seeking reorganization or relief under any applicable
        law, or the consent by the Company or any Material Subsidiary to the filing
        of the petition or to the appointment of or taking possession by a custodian,
        receiver, liquidator, assignee, trustee or similar official of the Company
        or any Material Subsidiary or any substantial part of the property of
        the Company or any Material Subsidiary or the making by the Company or
        any Material Subsidiary of an assignment for the benefit of creditors,
        or the taking of corporate action by the Company or any Material Subsidiary
        in furtherance of any such action; or
      any other Event of Default provided in or pursuant to the Indenture
        with respect to Securities of the series.Acceleration of Maturity; Rescission and Annulment.
    If an Event of Default with respect to Securities of any series at the
      time Outstanding (other than an Event of Default specified in clause (7)
      or (8) of Section 501) occurs and is continuing, then the Trustee or the
      Holders of not less than 25% in principal amount of the Outstanding Securities
      of such series may declare the principal of all the Securities of such series,
      or such lesser amount as may be provided for in the Securities of such series,
      to be due and payable immediately, by a notice in writing to the Company
      (and to the Trustee if given by the Holders), and upon any declaration the
      principal or such lesser amount shall become immediately due and payable.
      If an Event of Default specified in clause (7) or (8) of Section 501 above
      occurs, all unpaid principal of and accrued interest on the Outstanding
      Securities of that series (or such lesser amount as may be provided for
      in the Securities of such series) shall become and be immediately due and
      payable without any declaration or other act on the part of the Trustee
      or any Holder of any Security of such series.
    At any time after a declaration of acceleration or automatic acceleration
      with respect to the Securities of any series has been made and before a
      judgment or decree for payment of the money due has been obtained by the
      Trustee as hereafter in this Article provided, the Holders of not less than
      a majority in principal amount of the Outstanding Securities of such series,
      by written notice to the Company and the Trustee, may rescind and annul
      the declaration and its consequences if:
    (1)	the Company has paid or deposited with the Trustee a sum of money
      sufficient to pay all overdue installments of interest on all Securities
      of such series and any Additional Amounts payable with respect thereto and
      any Coupon appertaining thereto, and the principal of and any premium on
      any Securities of the series which have become due otherwise than by the
      declaration of acceleration and interest thereon and any Additional Amounts
      with respect thereto at the rate or rates borne by or provided in such Securities;
      and
    (2)	all Events of Default with respect to Securities of such series,
      other than the non-payment of the principal of, any premium and interest
      on, and any additional amounts with respect to Securities of such series
      which shall have become due solely by the acceleration, shall have been
      cured or waived as provided in Section 513.
    Collection of Indebtedness and Suits for Enforcement by Trustee.
    The Company covenants that if
    default is made in the payment of any installment of interest on any
        Security, or any Additional Amounts payable with respect thereto, or any
        Coupon appertaining thereto, when such interest or Additional Amounts
        shall have become due and payable and such default continues for a period
        of 30 days, or
      default is made in the payment of any principal of or premium, if any,
        on, or any Additional Amounts payable in respect of any principal of or
        premium, if any, on any Security at its Maturity.The Company shall, upon demand of the Trustee, pay to the Trustee, for
      the benefit of the Holders of such Securities and any Coupons appertaining
      thereto, the whole amount of money then due and payable with respect to
      such Securities and any Coupons appertaining thereto, with interest upon
      the overdue principal, any premium and, to the extent that payment of such
      interest shall be legally enforceable, upon any overdue installments of
      interest and Additional Amounts at the rate or rates borne by or provided
      for in such Securities, and, in addition thereto, such further amount of
      money as shall be sufficient to cover the costs and expenses of collection,
      including the reasonable compensation, expenses, disbursements and advances
      of the Trustee, its agents and counsel and all other amounts due to the
      Trustee under Section 607.
    If the Company fails to pay the money it is required to pay the Trustee
      pursuant to the preceding paragraph forthwith upon the demand of the Trustee,
      the Trustee, in its own name and as trustee of an express trust, may institute
      a judicial proceeding for the collection of the money so due and unpaid,
      and may prosecute such proceeding to judgment or final decree, and may enforce
      the same against the Company or any other obligor upon such Securities and
      any Coupons appertaining thereto and collect the monies adjudged or decreed
      to be payable in the manner provided by law out of the property of the Company
      or any other obligor upon such Securities and any Coupons appertaining thereto,
      wherever situated.
    If an Event of Default with respect to Securities of any series occurs
      and is continuing, the Trustee may in its discretion proceed to protect
      and enforce its rights and the rights of the Holders of Securities of such
      series and any Coupons appertaining thereto by such appropriate judicial
      proceedings as the Trustee shall deem most effectual to protect and enforce
      any such rights, whether for the specific enforcement of any covenant or
      agreement in this Indenture or such Securities or in aid of the exercise
      of any power granted herein or therein, or to enforce any other proper remedy.
    Trustee May File Proofs of Claim.
    In case of the pendency of any receivership, insolvency, liquidation, bankruptcy,
      reorganization, arrangement, adjustment, composition or other judicial proceeding
      relative to the Company or any other obligor upon the Securities or the
      property of the Company or such other obligor or their creditors, the Trustee
      (irrespective of whether the principal of the Securities shall then be due
      and payable as therein expressed or by declaration or otherwise and irrespective
      of whether the Trustee shall have made any demand on the Company for the
      payment of any overdue principal, premium, interest or Additional Amounts)
      shall be entitled and empowered, by intervention in such proceeding or otherwise,
    to file and prove a claim for the whole amount, or such lesser amount
        as may be provided for in the Securities of such series, of the principal
        and any premium, interest and Additional Amounts owing and unpaid in respect
        of the Securities and any Coupons appertaining thereto and to file such
        other papers or documents as may be necessary or advisable in order to
        have the claims of the Trustee (including any claim for the reasonable
        compensation, expenses, disbursements and advances of the Trustee, its
        agents or counsel) and of the Holders of Securities or any Coupons allowed
        in such judicial proceeding, and
      to collect and receive any monies or other property payable or deliverable
        on any such claims and to distribute the same;and any custodian, receiver, assignee, trustee, liquidator, sequestrator
      or other similar official in any such judicial proceeding is hereby authorized
      by each Holder of Securities or any Coupons to make such payments to the
      Trustee and, in the event that the Trustee shall consent to the making of
      such payments directly to the Holders of Securities or any Coupons, to pay
      to the Trustee any amount due to it for the reasonable compensation, expenses,
      disbursements and advances of the Trustee, its agents and counsel and any
      other amounts due the Trustee under Section 607.
    Nothing herein contained shall be deemed to authorize the Trustee to authorize
      or consent to or accept or adopt on behalf of any Holder of a Security or
      any Coupon any plan of reorganization, arrangement, adjustment or composition
      affecting the Securities or Coupons or the rights of any Holder thereof,
      or to authorize the Trustee to vote in respect of the claim of any Holder
      of a Security or any Coupon in any such proceeding.
    Trustee May Enforce Claims without Possession of Securities or Coupons.
    All rights of action and claims under this Indenture or any of the Securities
      or Coupons may be prosecuted and enforced by the Trustee without the possession
      of any of the Securities or Coupons or the production thereof in any proceeding
      relating thereto, and any such proceeding instituted by the Trustee shall
      be brought in its own name as trustee of an express trust, and any recovery
      or judgment, after provision for the payment of the reasonable compensation,
      expenses, disbursements and advances of the Trustee, its agents and counsel,
      shall be for the ratable benefit of each and every Holder of a Security
      or Coupon in respect of which such judgment has been recovered.
    Application of Money Collected.
    Any money collected by the Trustee pursuant to this Article shall be applied
      in the following order, at the date or dates fixed by the Trustee and, in
      case of the distribution of such money on account of principal, or any premium,
      interest or Additional Amounts, upon presentation of the Securities or Coupons,
      or both, as the case may be, and the notation thereon of the payment if
      only partially paid and upon surrender thereof if fully paid:
    FIRST: To the payment of all amounts due the Trustee and any predecessor
      Trustee under Section 607;
    SECOND: To the payment of the amounts then due and unpaid upon the Securities
      and any Coupons for principal and any premium, interest and Additional Amounts
      in respect of which or for the benefit of which such money has been collected,
      ratably, without preference or priority of any kind, according to the aggregate
      amounts due and payable on such Securities and Coupons for principal and
      any premium, interest and Additional Amounts, respectively;
    THIRD: The balance, if any, to the Person or Persons entitled thereto.
    Limitations on Suits.
    No Holder of any Security of any series or any Coupons appertaining thereto
      shall have any right to institute any proceeding, judicial or otherwise,
      with respect to this Indenture, or for the appointment of a receiver or
      trustee, or for any other remedy hereunder, unless
    such Holder has previously given written notice to the Trustee of a
        continuing Event of Default with respect to the Securities of such series;
      the Holders of not less than 25% in principal amount of the Outstanding
        Securities of such series shall have made written request to the Trustee
        to institute proceedings in respect of such Event of Default in its own
        name as Trustee hereunder;
      such Holder or Holders have offered to the Trustee indemnity satisfactory
        to it against the costs, expenses and liabilities to be incurred in compliance
        with such request;
      the Trustee for 60 days after its receipt of such notice, request and
        offer of indemnity has failed to institute any such proceeding; and
      no direction inconsistent with such written request has been given to
        the Trustee during such 60-day period by the Holders of a majority in
        principal amount of the Outstanding Securities of such series;it being understood and intended that no one or more of such Holders shall
      have any right in any manner whatever by virtue of, or by availing of, any
      provision of this Indenture or any Security to affect, disturb or prejudice
      the rights of any other such Holders or Holders of Securities of any other
      series, or to obtain or to seek to obtain priority or preference over any
      other Holders or to enforce any right under this Indenture, except in the
      manner herein provided and for the equal and ratable benefit of all such
      Holders.
    Unconditional Right of Holders to Receive Principal and any Premium,
      Interest and Additional Amounts.
    Notwithstanding any other provision in this Indenture, the Holder of any
      Security or Coupon shall have the right, which is absolute and unconditional,
      to receive payment of the principal of, any premium and (subject to Section
      305 and Section 307) interest on, and any Additional Amounts with respect
      to such Security or payment of such Coupon, as the case may be, on the respective
      Stated Maturity or Maturities therefor specified in such Security or Coupon
      (or, in the case of redemption, on the Redemption Date or, in the case of
      repayment at the option of such Holder if provided in or pursuant to this
      Indenture, on the date such repayment is due) and to institute suit for
      the enforcement of any such payment, and such right shall not be impaired
      without the consent of such Holder.
    Restoration of Rights and Remedies.
    If the Trustee or any Holder of a Security or a Coupon has instituted any
      proceeding to enforce any right or remedy under this Indenture and such
      proceeding has been discontinued or abandoned for any reason, or has been
      determined adversely to the Trustee or to such Holder, then and in every
      such case the Company, the Trustee and each such Holder shall, subject to
      any determination in such proceeding, be restored severally and respectively
      to their former positions hereunder, and thereafter all rights and remedies
      of the Trustee and each such Holder shall continue as though no such proceeding
      had been instituted.
    Rights and Remedies Cumulative.
    Except as otherwise provided with respect to the replacement or payment
      of mutilated, destroyed, lost or stolen Securities or Coupons in the last
      paragraph of Section 306, no right or remedy herein conferred upon or reserved
      to the Trustee or to each and every Holder of a Security or a Coupon is
      intended to be exclusive of any other right or remedy, and every right and
      remedy, to the extent permitted by law, shall be cumulative and in addition
      to every other right and remedy given hereunder or now or hereafter existing
      at law or in equity or otherwise. The assertion or employment of any right
      or remedy hereunder, or otherwise, shall not, to the extent permitted by
      law, prevent the concurrent assertion or employment of any other appropriate
      right or remedy.
    Delay or Omission Not Waiver.
    No delay or omission of the Trustee or of any Holder of any Security or
      Coupon to exercise any right or remedy accruing upon any Event of Default
      shall impair any such right or remedy or constitute a waiver of any such
      Event of Default or an acquiescence therein. Every right and remedy given
      by this Article or by law to the Trustee or to any Holder of a Security
      or a Coupon may be exercised from time to time, and as often as may be deemed
      expedient, by the Trustee or by such Holder, as the case may be.
    Control by Holders of Securities.
    The Holders of a majority in principal amount of the Outstanding Securities
      of any series shall have the right to direct the time, method and place
      of conducting any proceeding for any remedy available to the Trustee or
      exercising any trust or power conferred on the Trustee with respect to the
      Securities of such series and any Coupons appertaining thereto, provided
      that
    such direction shall not be in conflict with any rule of law or with
        this Indenture or with the Securities of any series,
      the Trustee may take any other action deemed proper by the Trustee which
        is not inconsistent with such direction, and
      such direction is not unduly prejudicial to the rights of the other
        Holders of Securities of such series not joining in such action.Waiver of Past Defaults.
    The Holders of not less than a majority in principal amount of the Outstanding
      Securities of any series on behalf of the Holders of all the Securities
      of such series and any Coupons appertaining thereto may waive any past default
      hereunder with respect to such series and its consequences, except a default
    in the payment of the principal of, any premium or interest on, or any
        Additional Amounts with respect to, any Security of such series or any
        Coupons appertaining thereto, or
      in respect of a covenant or provision hereof which under Article Nine
        cannot be modified or amended without the consent of the Holder of each
        Outstanding Security of such series affected.Upon any such waiver, such default shall cease to exist, and any Event
      of Default arising therefrom shall be deemed to have been cured, for every
      purpose of this Indenture; but no such waiver shall extend to any subsequent
      or other default or impair any right consequent thereon.
    Waiver of Stay or Extension Laws.
    The Company covenants that (to the extent that it may lawfully do so) it
      will not at any time insist upon, or plead, or in any manner whatsoever
      claim or take the benefit or advantage of, any stay or extension law wherever
      enacted, now or at any time hereafter in force, which may affect the covenants
      or the performance of this Indenture; and the Company expressly waives (to
      the extent that it may lawfully do so) all benefit or advantage of any such
      Law and covenants that it will not hinder, delay or impede the execution
      of any power herein granted to the Trustee, but will suffer and permit the
      execution of every such power as though no such law had been enacted.
    Undertaking for Costs.All parties to this Indenture agree, and each Holder of any Security by his
    acceptance thereof shall be deemed to have agreed, that any court may in its
    discretion require, in any suit for the enforcement of any right or remedy
    under this Indenture, or in any suit against the Trustee for any action taken
    or omitted by it as Trustee, the filing by any party litigant in such suit
    of any undertaking to pay the costs of such suit, and that such court may
    in its discretion assess reasonable costs, including reasonable attorneys’
    fees and expenses, against any party litigant in such suit having due regard
    to the merits and good faith of the claims or defenses made by such party
    litigant; but the provisions of this Section 515 shall not apply to any suit
    instituted by the Trustee, to any suit instituted by any Holder, or group
    of Holders, holding in the aggregate more than 10% in principal amount of
    Outstanding Securities of any series, or to any suit instituted by any Holder
    for the enforcement of the payment of the principal of (or premium, if any)
    or interest, if any, on or Additional Amounts, if any, with respect to any
    Security or any Coupon on or after the respective Stated Maturities expressed
    in such Security (or, in the case of redemption, on or after the Redemption
    Date, and, in the case of repayment, on or after the date for repayment) or
    for the enforcement of the right, if any, to convert or exchange any Security
    into Common Stock or other securities, cash or other property in accordance
    with its terms.
  The Trustee
  Certain Duties and Responsibilities.
    (a)	Except during the continuance of an Event of Default,
    (1)	the Trustee undertakes to perform such duties and only such duties
      as are specifically set forth in this Indenture, and no implied covenants
      or obligations shall be read into this Indenture against the Trustee; and
    (2) 	in the absence of bad faith on its part, the Trustee may conclusively
      rely, as to the truth of the statements and the correctness of the opinions
      expressed therein, upon certificates or opinions furnished to the Trustee
      and conforming to the requirements of this Indenture; but in the case of
      any such certificates or opinions which by any provision hereof are specifically
      required to be furnished to the Trustee, the Trustee shall be under a duty
      to examine the same to determine whether or not they conform to the requirements
      of this Indenture (but need not confirm or investigate the accuracy of mathematical
      calculations or other facts stated therein).
    (b)	In case an Event of Default has occurred and is continuing, the
      Trustee shall exercise such of the rights and powers vested in it by this
      Indenture, and use the same degree of care and skill in their exercise,
      as a prudent person would exercise or use under the circumstances in the
      conduct of his or her own affairs.
    (c)	No provision of this Indenture shall be construed to relieve the
      Trustee or such Responsible Officer from liability for its own negligent
      action, its own negligent failure to act, or its own willful misconduct,
      except that
    (1)	this Subsection shall not be construed to limit the effect of Subsection
      (a) of this Section;
    (2)	the Trustee shall not be liable for any error of judgment made in
      good faith by a Responsible Officer, unless it shall be proved that the
      Trustee or such Responsible Officer was negligent in ascertaining the pertinent
      facts; and
    (3)	the Trustee shall not be liable with respect to any action taken
      or omitted to be taken by it in good faith in accordance with the direction
      of the Holders of a majority in principal amount of the Outstanding Securities
      of any series, determined as provided in Sections 101, 104 and 512, relating
      to the time, method and place of conducting any proceeding for any remedy
      available to the Trustee, or exercising any trust or power conferred upon
      the Trustee, under this Indenture with respect to the Securities of such
      series.
    (d)	Whether or not therein expressly so provided, every provision of
      this Indenture relating to the conduct or affecting the liability of or
      affording protection to the Trustee shall be subject to the provisions of
      this Section.
    Certain Rights of Trustee.
    Subject to Sections 315(a) through 315(d) of the Trust Indenture Act:
    the Trustee may conclusively rely and shall be protected in acting or
        refraining from acting upon any resolution, certificate, statement, instrument,
        opinion, report, notice, request, direction, consent, order, bond, debenture,
        note, coupon or other paper or document reasonably believed by it to be
        genuine and to have been signed or presented by the proper party or parties;
      any request or direction of the Company mentioned herein shall be sufficiently
        evidenced by a Company Request or a Company Order (in each case, other
        than delivery of any Security, together with any Coupons appertaining
        thereto, to the Trustee for authentication and delivery pursuant to Section
        303 which shall be sufficiently evidenced as provided therein) and any
        resolution of the Board of Directors may be sufficiently evidenced by
        a Board Resolution;
      whenever in the administration of this Indenture the Trustee shall deem
        it desirable that a matter be proved or established prior to taking, suffering
        or omitting any action hereunder, the Trustee (unless other evidence shall
        be herein specifically prescribed) may, in the absence of bad faith on
        its part, conclusively rely upon an Officers’ Certificate;
      the Trustee may consult with counsel of its selection and the advice
        of such counsel or any Opinion of Counsel shall be full and complete authorization
        and protection in respect of any action taken, suffered or omitted by
        it hereunder in good faith and in reliance thereon;
      the Trustee shall be under no obligation to exercise any of the rights
        or powers vested in it by or pursuant to this Indenture at the request
        or direction of any of the Holders of Securities of any series or any
        Coupons appertaining thereto pursuant to this Indenture, unless such Holders
        shall have offered to the Trustee reasonable security or indemnity against
        the costs, expenses and liabilities which might be incurred by it in compliance
        with such request or direction;
      the Trustee shall not be bound to make any investigation into the facts
        or matters stated in any resolution, certificate, statement, instrument,
        opinion, report, notice, request, direction, consent, order, bond, debenture,
        coupon or other paper or document, but the Trustee, in its discretion,
        may but shall not be obligated to make such further inquiry or investigation
        into such facts or matters as it may see fit, and, if the Trustee shall
        determine to make such further inquiry or investigation, it shall be entitled
        to examine, during business hours and upon reasonable notice, the books,
        records and premises of the Company, personally or by agent or attorney;
      the Trustee may execute any of the trusts or powers hereunder or perform
        any duties hereunder either directly or by or through agents or attorneys
        and the Trustee shall not be responsible for any misconduct or negligence
        on the part of any agent or attorney appointed with due care by it hereunder;
      the Trustee shall not be liable for any action taken or error of judgment
        made in good faith by a Responsible Officer or Responsible Officers of
        the Trustee, unless it shall be proved that the Trustee was negligent,
        acted in bad faith or engaged in willful misconduct;
      the Authenticating Agent, Paying Agent, and Security Registrar shall
        have the same protections as the Trustee set forth hereunder;
      the Trustee shall not be liable with respect to any action taken, suffered
        or omitted to be taken by it in good faith in accordance with an Act of
        the Holders hereunder, and, to the extent not so provided herein, with
        respect to any act requiring the Trustee to exercise its own discretion,
        relating to the time, method and place of conducting any proceeding for
        any remedy available to the Trustee, or exercising any trust or power
        conferred upon the Trustee, under this Indenture or any Securities, unless
        it shall be proved that, in connection with any such action taken, suffered
        or omitted or any such act, the Trustee was negligent, acted in bad faith
        or engaged in willful misconduct;
      no provision of this Indenture shall require the Trustee to expend or
        risk its own funds or otherwise incur any financial liability in the performance
        of any of its duties hereunder, or in the exercise of any of its rights
        or powers, if it shall have reasonable grounds for believing that repayment
        of such funds or adequate indemnity against such risk or liability is
        not reasonably assured to it; and
      the Trustee shall not be deemed to have notice of any default or Event
        of Default unless a Responsible Officer of the Trustee has actual knowledge
        thereof or unless written notice of any event which is in fact such a
        default or Event of Default is received by the Trustee at the Corporate
        Trust Office of the Trustee, and such notice references the Securities
        and this Indenture.Notice of Defaults.
    Within 90 days after the occurrence of any default hereunder with respect
      to the Securities of any series, the Trustee shall, subject to the terms
      of Section 1012, transmit by mail to all Holders of Securities of such series
      entitled to receive reports pursuant to Section 703(3), notice of such default
      hereunder actually known to a Responsible Officer of the Trustee, unless
      such default shall have been cured or waived; provided, however,
      that, except in the case of a default in the payment of the principal of
      (or premium, if any), or interest, if any, on, or Additional Amounts or
      any sinking fund or purchase fund installment with respect to, any Security
      of such series, the Trustee shall be protected in withholding such notice
      if and so long as the board of directors, the executive committee or a trust
      committee of directors and/or Responsible Officers of the Trustee in good
      faith determine that the withholding of such notice is in the best interest
      of the Holders of Securities and Coupons of such series; and provided,
      further, that in the case of any default of the character specified
      in Section 501(5) with respect to Securities of such series, no such notice
      to Holders shall be given until at least 30 days after the occurrence thereof.
      For the purpose of this Section, the term "default" means
      any event which is, or after notice or lapse of time or both would become,
      an Event of Default with respect to Securities of such series.
    Not Responsible for Recitals or Issuance of Securities.
    The recitals contained herein and in the Securities, except the Trustee’s
      certificate of authentication, and in any Coupons shall be taken as the
      statements of the Company, and neither the Trustee nor any Authenticating
      Agent assumes any responsibility for their correctness. The Trustee makes
      no representations as to the validity or sufficiency of this Indenture or
      of the Securities or the Coupons, except that the Trustee represents that
      it is duly authorized to execute and deliver this Indenture, authenticate
      the Securities and perform its obligations hereunder and that the statements
      made by it in a Statement of Eligibility on Form T-l, if necessary, supplied
      to the Company are true and accurate, subject to the qualifications set
      forth therein. Neither the Trustee nor any Authenticating Agent shall be
      accountable for the use or application by the Company of the Securities
      or the proceeds thereof.
    May Hold Securities.
    The Trustee, any Authenticating Agent, any Paying Agent, any Security Registrar
      or any other Person that may be an agent of the Trustee or the Company,
      in its individual or any other capacity, may become the owner or pledgee
      of Securities or Coupons and, subject to Sections 310(b) and 311 of the
      Trust Indenture Act, may otherwise deal with the Company with the same rights
      it would have if it were not the Trustee, Authenticating Agent, Paying Agent,
      Security Registrar or such other Person.
    Money Held in Trust.
    Except as provided in Section 403 and Section 1003, money held by the Trustee
      in trust hereunder need not be segregated from other funds except to the
      extent required by law and shall be held uninvested, The Trustee shall be
      under no liability for interest on any money received by it hereunder except
      as otherwise agreed in writing with the Company.
    Compensation and Reimbursement.
    The Company agrees:
    to pay to the Trustee from time to time such compensation as shall be
        agreed in writing between the Company and the Trustee for all services
        rendered by the Trustee hereunder (which compensation shall not be limited
        by any provision of law in regard to the compensation of a trustee of
        an express trust);
      except as otherwise expressly provided herein, to reimburse the Trustee
        upon its request for all reasonable expenses, disbursements and advances
        incurred or made by the Trustee in accordance with any provision of this
        Indenture arising out of or in connection with the acceptance or administration
        of the trust or trusts hereunder (including the reasonable compensation
        and the expenses and disbursements of its agents and counsel), except
        any such expense, disbursement or advance as may be attributable to the
        Trustee’s negligence or willful misconduct;
      to indemnify each of the Trustee and any predecessor Trustee and its
        agents, officers, directors and employees for, and to hold them harmless
        against, any loss, liability, damage, claim or expense, including taxes
        (other than taxes based on the income of the Trustee), incurred without
        negligence or bad faith on their part, arising out of or in connection
        with the acceptance or administration of the trust or trusts hereunder,
        including the costs and expenses of defending themselves against any claim
        or liability (whether asserted by the Company, a Holder of Securities,
        or any other Person) in connection with the exercise or performance of
        any of their powers or duties hereunder, except to the extent that any
        such loss, liability or expense was due to the Trustee’s negligence
        or willful misconduct; and
      the Trustee may request that the Company deliver an Officers’
        Certificate setting forth the names of individuals and/or titles of officers
        authorized at such time to take specified actions pursuant to this Indenture,
        which Officers’ Certificate may be signed by any person authorized
        to sign an Officers’ Certificate, including any person specified
        as so authorized in any such certificate previously delivered and not
        superseded.As security for the performance of the obligations of the Company under
      this Section, the Trustee shall have a lien prior to the Securities of any
      series upon all property and funds held or collected by the Trustee as such,
      except funds held in trust for the payment of principal of, and premium
      or interest on or any Additional Amounts with respect to Securities or any
      Coupons appertaining thereto.
    To the extent permitted by law any compensation or expense incurred by
      the Trustee after a default specified in or pursuant to Section 501 is intended
      to constitute an expense of administration under any then applicable bankruptcy
      or insolvency law. "Trustee" for purposes of this Section 607
      shall include any predecessor Trustee but the negligence or willful misconduct
      of any Trustee shall not affect the rights of any other Trustee under this
      Section 607.
    The provisions of this Section 607 shall survive the satisfaction and discharge
      of this Indenture or the earlier resignation or removal of the Trustee and
      shall apply with equal force and effect to the Trustee in its capacity as
      Authenticating Agent, Paying Agent or Security Registrar.
    Corporate Trustee Required; Eligibility.
    There shall at all times be a Trustee hereunder that is a Corporation,
      organized and doing business under the laws of the United States of America,
      any state thereof or the District of Columbia, eligible under Section 310(a)(1)
      of the Trust Indenture Act to act as trustee under an indenture qualified
      under the Trust Indenture Act and that has a combined capital and surplus
      (computed in accordance with Section 310(a)(2) of the Trust Indenture Act)
      of at least $50,000,000 subject to supervision or examination by Federal
      or state authority. If at any time the Trustee shall cease to be eligible
      in accordance with the provisions of this Section, it shall resign immediately
      in the manner and with the effect hereinafter specified in this Article.
    Resignation and Removal; Appointment of Successor.
    No resignation or removal of the Trustee and no appointment of a successor
        Trustee pursuant to this Article shall become effective until the acceptance
        of appointment by the successor Trustee pursuant to Section 610.
      The Trustee may resign at any time with respect to the Securities of
        one or more series by giving written notice thereof to the Company. If
        the instrument of acceptance by a successor Trustee required by Section
        610 shall not have been delivered to the Trustee within 30 days after
        the giving of such notice of resignation, the resigning Trustee may petition,
        at the expense of the Company, any court of competent jurisdiction for
        the appointment of a successor Trustee with respect to such series.
      The Trustee may be removed at any time with respect to the Securities
        of any series by Act of the Holders of a majority in principal amount
        of the Outstanding Securities of such series, delivered to the Trustee
        and the Company. If the instrument of acceptance by a successor Trustee
        required by Section 610 shall not have been delivered to the Trustee within
        30 days after the giving of such notice of removal, the Trustee being
        removed may petition, at the expense of the Company, any court of competent
        jurisdiction for the appointment of a successor Trustee with respect to
        such series.
      If at any time:
      the Trustee shall fail to comply with the obligations imposed upon
          it under Section 310(b) of the Trust Indenture Act with respect to Securities
          of any series after written request therefor by the Company or any Holder
          of a Security of such series who has been a bona fide Holder of a Security
          of such series for at least six months, or
        the Trustee shall cease to be eligible under Section 608 and shall
          fail to resign after written request therefor by the Company or any
          such Holder, or
        the Trustee shall become incapable of acting or shall be adjudged
          a bankrupt or insolvent or a receiver of the Trustee or of its property
          shall be appointed or any public officer shall take charge or control
          of the Trustee or of its property or affairs for the purpose of rehabilitation,
          conservation or liquidation,
        then, in any such case,
        the Company, by or pursuant to a Board Resolution, may remove the
            Trustee with respect to all Securities or the Securities of such series,
            or
          subject to Section 315(e) of the Trust Indenture Act, any Holder
            of a Security who has been a bona fide Holder of a Security of such
            series for at least six months may, on behalf of himself and all others
            similarly situated, petition any court of competent jurisdiction for
            the removal of the Trustee with respect to all Securities of such
            series and the appointment of a successor Trustee or Trustees.If the Trustee shall resign, be removed or become incapable of acting,
        or if a vacancy shall occur in the office of Trustee for any cause, with
        respect to the Securities of one or more series, the Company, by or pursuant
        to a Board Resolution, shall promptly appoint a successor Trustee or Trustees
        with respect to the Securities of such series (it being understood that
        any such successor Trustee may be appointed with respect to the Securities
        of one or more or all of such series) and shall comply with the applicable
        requirements of Section 610. If, within one year after such resignation,
        removal or incapacity, or the occurrence of such vacancy, a successor
        Trustee with respect to the Securities of any series shall be appointed
        by Act of the Holders of a majority in principal amount of the Outstanding
        Securities of such series delivered to the Company and the retiring Trustee,
        the successor Trustee so appointed shall, forthwith upon its acceptance
        of such appointment in accordance with the applicable requirements of
        Section 610, become the successor Trustee with respect to the Securities
        of such series and to that extent supersede the successor Trustee appointed
        by the Company. If no successor Trustee with respect to the Securities
        of any series shall have been so appointed by the Company or the Holders
        of Securities and accepted appointment in the manner required by Section
        610, any Holder of a Security who has been a bona fide Holder of a Security
        of such series for at least six months may, on behalf of himself and all
        others similarly situated, petition any court of competent jurisdiction
        for the appointment of a successor Trustee with respect to the Securities
        of such series.
      The Company shall give notice of each resignation and each removal of
        the Trustee with respect to the Securities of any series and each appointment
        of a successor Trustee with respect to the Securities of any series by
        mailing written notice of such event by first-class mail, postage prepaid,
        to the Holders of Registered Securities, if any, of such series as their
        names and addresses appear in the Security Register and, if Securities
        of such series are issued as Bearer Securities, by publishing notice of
        such event once in an Authorized Newspaper in each Place of Payment located
        outside the United States. Each notice shall include the name of the successor
        Trustee with respect to the Securities of such series and the address
        of its Corporate Trust Office.
      In no event shall any retiring Trustee be liable for the acts or omissions
        of any successor Trustee hereunder.Acceptance of Appointment by Successor.
    Upon the appointment hereunder of any successor Trustee with respect
        to all Securities, such successor Trustee so appointed shall execute,
        acknowledge and deliver to the Company and the retiring Trustee an instrument
        accepting such appointment, and thereupon the resignation or removal of
        the retiring Trustee shall become effective and such successor Trustee,
        without any further act, deed or conveyance, shall become vested with
        all the rights, powers, trusts and duties hereunder of the retiring Trustee;
        but, on the request of the Company or such successor Trustee, such retiring
        Trustee, upon payment of its charges, shall execute and deliver an instrument
        transferring to such successor Trustee all the rights, powers and trusts
        of the retiring Trustee and, subject to Section 1003, shall duly assign,
        transfer and deliver to such successor Trustee all property and money
        held by such retiring Trustee hereunder, subject nevertheless to its claim,
        if any, provided for in Section 607.
      Upon the appointment hereunder of any successor Trustee with respect
        to the Securities of one or more (but not all) series, the Company, the
        retiring Trustee and such successor Trustee shall execute and deliver
        an indenture supplemental hereto wherein each successor Trustee shall
        accept such appointment and which (1) shall contain such provisions as
        shall be necessary or desirable to transfer and confirm to, and to vest
        in, such successor Trustee all the rights, powers, trusts and duties of
        the retiring Trustee with respect to the Securities of that or those series
        to which the appointment of such successor Trustee relates, (2) if the
        retiring Trustee is not retiring with respect to all Securities, shall
        contain such provisions as shall be deemed necessary or desirable to confirm
        that all the rights, powers, trusts and duties of the retiring Trustee
        with respect to the Securities of that or those series as to which the
        retiring Trustee is not retiring shall continue to be vested in the retiring
        Trustee, and (3) shall add to or change any of the provisions of this
        Indenture as shall be necessary to provide for or facilitate the administration
        of the trusts hereunder by more than one Trustee, it being understood
        that nothing herein or in such supplemental indenture shall constitute
        such Trustees co-trustees of the same trust, that each such Trustee shall
        be trustee of a trust or trusts hereunder separate and apart from any
        trust or trusts hereunder administered by any other such Trustee and that
        no Trustee shall be responsible for any notice given to, or received by,
        or any act or failure to act on the part of any other Trustee hereunder,
        and, upon the execution and delivery of such supplemental indenture, the
        resignation or removal of the retiring Trustee shall become effective
        to the extent provided therein, such retiring Trustee shall have no further
        responsibility for the exercise of rights and powers or for the performance
        of the duties and obligations vested in the Trustee under this Indenture
        with respect to the Securities of that or those series to which the appointment
        of such successor Trustee relates other than as hereinafter expressly
        set forth, and such successor Trustee, without any further act, deed or
        conveyance, shall become vested with all the rights, powers, trusts and
        duties of the retiring Trustee with respect to the Securities of that
        or those series to which the appointment of such successor Trustee relates;
        but, on request of the Company or such successor Trustee, such retiring
        Trustee, upon payment of its charges with respect to the Securities of
        that or those series to which the appointment of such successor Trustee
        relates and subject to Section 1003 shall duly assign, transfer and deliver
        to such successor Trustee, to the extent contemplated by such supplemental
        indenture, the property and money held by such retiring Trustee hereunder
        with respect to the Securities of that or those series to which the appointment
        of such successor Trustee relates, subject to its claim, if any, provided
        for in Section 607.
      Upon request of any Person appointed hereunder as a successor Trustee,
        the Company shall execute any and all instruments for more fully and certainly
        vesting in and confirming to such successor Trustee all such rights, powers
        and trusts referred to in clause (1) or (2) of this Section 610, as the
        case may be.
      No Person shall accept its appointment hereunder as a successor Trustee
        unless at the time of such acceptance such successor Person shall be qualified
        and eligible under this Article.Merger, Conversion, Consolidation or Succession to Business.
    Any Corporation into which the Trustee may be merged or converted or with
      which it may be consolidated, or any Corporation resulting from any merger,
      conversion or consolidation to which the Trustee shall be a party, or any
      Corporation succeeding to all or substantially all of the corporate trust
      business of the Trustee, shall be the successor of the Trustee hereunder,
      without the execution or filing of any paper or any further act on the part
      of any of the parties hereto. In case any Securities shall have been authenticated
      but not delivered by the Trustee then in office, any successor by merger,
      conversion or consolidation to such authenticating Trustee may adopt such
      authentication and deliver the Securities so authenticated with the same
      effect as if such successor Trustee had itself authenticated such Securities.
    Appointment of Authenticating Agent.
    The Trustee may appoint one or more Authenticating Agents acceptable to
      the Company with respect to one or more series of Securities which shall
      be authorized to act on behalf of the Trustee to authenticate Securities
      of that or those series issued upon original issue, exchange, registration
      of transfer, partial redemption or partial repayment or pursuant to Section
      306, and Securities so authenticated shall be entitled to the benefits of
      this Indenture and shall be valid and obligatory for all purposes as if
      authenticated by the Trustee hereunder. Wherever reference is made in this
      Indenture to the authentication and delivery of Securities by the Trustee
      or the Trustee’s certificate of authentication, such reference shall
      be deemed to include authentication and delivery on behalf of the Trustee
      by an Authenticating Agent and a certificate of authentication executed
      on behalf of the Trustee by an Authenticating Agent.
    Each Authenticating Agent must be acceptable to the Company and, except
      as provided in or pursuant to this Indenture, shall at all times be a Corporation
      that would be permitted by the Trust Indenture Act to act as trustee under
      an indenture qualified under the Trust Indenture Act, is authorized under
      applicable law and by its charter to act as an Authenticating Agent and
      has a combined capital and surplus (computed in accordance with Section
      310(a)(2) of the Trust Indenture Act) of at least $50,000,000. If at any
      time an Authenticating Agent shall cease to be eligible in accordance with
      the provisions of this Section, it shall resign immediately in the manner
      and with the effect specified in this Section.
    Any Corporation into which an Authenticating Agent may be merged or converted
      or with which it may be consolidated, or any Corporation resulting from
      any merger, conversion or consolidation to which such Authenticating Agent
      shall be a party, or any Corporation succeeding to all or substantially
      all of the corporate agency or corporate trust business of an Authenticating
      Agent, shall be the successor of such Authenticating Agent hereunder, provided
      such Corporation shall be otherwise eligible under this Section, without
      the execution or filing of any paper or any further act on the part of the
      Trustee or the Authenticating Agent.
    An Authenticating Agent may resign at any time by giving written notice
      thereof to the Trustee and the Company. The Trustee may at any time terminate
      the agency of an Authenticating Agent by giving written notice thereof to
      such Authenticating Agent and the Company. Upon receiving such a notice
      of resignation or upon such a termination, or in case at any time such Authenticating
      Agent shall cease to be eligible in accordance with the provisions of this
      Section, the Trustee may appoint a successor Authenticating Agent which
      shall be acceptable to the Company and shall (i) mail written notice of
      such appointment by first-class mail, postage prepaid, to all Holders of
      Registered Securities, if any, of the series with respect to which such
      Authenticating Agent shall serve, as their names and addresses appear in
      the Security Register, and (ii) if Securities of the series are issued as
      Bearer Securities, publish notice of such appointment at least once in an
      Authorized Newspaper in the place where such successor Authenticating Agent
      has its principal office if such office is located outside the United States.
      Any successor Authenticating Agent, upon acceptance of its appointment hereunder,
      shall become vested with all the rights, powers and duties of its predecessor
      hereunder, with like effect as if originally named as an Authenticating
      Agent. No successor Authenticating Agent shall be appointed unless eligible
      under the provisions of this Section.
    The Company agrees to pay each Authenticating Agent from time to time reasonable
      compensation for its services under this Section.
    The provisions of Section 308, Section 604 and Section 605 shall be applicable
      to each Authenticating Agent.
    If an Authenticating Agent is appointed with respect to one or more series
      of Securities pursuant to this Section, the Securities of such series may
      have endorsed thereon, in addition to or in lieu of the Trustee’s
      certificate of authentication, an alternate certificate of authentication
      in substantially the following form:
    This is one of the Securities of the series designated herein referred
      to in the within-mentioned Indenture.
    THE BANK OF NEW YORK,
      As Trustee
    By:As Authenticating Agent
    By: Authorized Signatory
    If all of the Securities of any series may not be originally issued at
      one time, and if the Trustee does not have an office capable of authenticating
      Securities upon original issuance located in a Place of Payment where the
      Company wishes to have Securities of such series authenticated upon original
      issuance, the Trustee, if so requested in writing (which writing need not
      be accompanied by or contained in an Officers’ Certificate), shall
      appoint in accordance with this Section an Authenticating Agent having an
      office in a Place of Payment designated by the Company with respect to such
      series of Securities.
    Appointment of Co-Trustee.(a) 	Notwithstanding any other provisions of this Indenture, following
    the occurrence of, and during the continuation of, an Event of Default, hereunder,
    if the Trustee reasonably believes that such action is either (i) required
    by law, rule or regulation of the jurisdiction of incorporation of the Issuer
    or the jurisdiction in which the Issuer’s principal place of business
    is located or (ii) is otherwise in the best interests of the Holders, the
    Trustee shall have the power and may execute and deliver all instruments necessary
    to appoint one or more Persons to act as a co-trustee or co-trustees hereunder,
    or separate trustee or separate trustees hereunder, in each case exclusively
    in such jurisdiction or jurisdictions, and to vest in such Person or Persons,
    in such capacity and for the benefit of the Holders, such title hereunder,
    or any part hereof, in each case exclusively in such jurisdiction or jurisdictions,
    and subject to the other provisions of this Section, such powers, duties,
    obligations, rights and trusts in such jurisdiction or jurisdictions as the
    Trustee may reasonably consider necessary or desirable. Each co-trustee and
    separate trustee hereunder shall be authorized under applicable law to act
    as a co-trustee or a separate trustee, as the case may be, and shall each
    have a combined capital and surplus (computed in accordance with Section 3l0(a)(2)
    of the Trust Indenture Act) of at least $25,000,000. If at any time a co-trustee
    or a separate trustee shall cease to be eligible in accordance with the provisions
    of this Section, it shall resign immediately in the manner and with the effect
    specified in this Section.
  (b) 	Every separate trustee and co-trustee shall, to the extent permitted
    by law, be appointed and act subject to the following provisions and conditions:
  (i)	all rights, powers, duties and obligations conferred or imposed upon
    the Trustee shall be conferred or imposed upon and exercised or performed
    by the Trustee and such separate trustee or co-trustee jointly (it being understood
    that such separate trustee or co-trustee is not authorized to act (i) outside
    the jurisdiction or jurisdictions set forth in Section 613(a) or (ii) separately
    without the Trustee joining in such act), except to the extent that under
    any law of any such jurisdiction in which any particular act or acts are to
    be performed the Trustee shall be incompetent or unqualified to perform such
    act or acts, in which event such rights, powers, duties and obligations shall
    be exercised and performed singly by such separate trustee or co-trustee,
    but solely in such jurisdiction or jurisdictions and solely at the direction
    of the Trustee;
  (ii)	no trustee hereunder shall be personally liable by reason of any
    act or omission of any other trustee hereunder; and
  (iii) 	the Trustee may at any time accept the resignation of or remove
    any separate trustee or co-trustee, and the Trustee shall, following the waiver
    or cure of the Event of Default pursuant to the terms hereof remove any separate
    trustee or co-trustee appointed pursuant to Section 613(a) in connection with
    such Event of Default.
  (c)	Any notice, request or other writing given to the Trustee shall be
    deemed to have been given to each of the then separate trustees and co-trustees,
    as effectively as if given to each of them. Every instrument appointing any
    separate trustee or co-trustee shall refer to this Indenture and the conditions
    of this Article 6. Each separate trustee and co-trustee, upon its acceptance
    of the trusts conferred, shall, subject to the provisions of Section 613(a)
    and (b), be vested with the estates or property specified in its instrument
    of appointment, either jointly with the Trustee or separately, as may be provided
    therein, subject to all the provisions of this Indenture specifically including
    every provision of this Indenture relating to the conduct of, affecting the
    liability of, or affording protection or rights (including the rights to compensation,
    reimbursement and indemnification hereunder) to the Trustee. Every such instrument
    shall be filed with the Trustee.
  (d)	Any separate trustee or co-trustee appointed pursuant to Section 613(a)
    hereof may at any time constitute the Trustee, in the jurisdiction or jurisdictions
    set forth in Section 613(a), its agent or attorney-in-fact in such jurisdiction
    or jurisdictions with full power and authority, to the extent not prohibited
    by law in such jurisdiction or jurisdictions, to do any lawful act under or
    in respect of this Indenture on its behalf and in its name. If any separate
    trustee or co-trustee shall die, become incapable of acting, resign or be
    removed, all of its estates, properties, rights, remedies and trusts shall
    vest in and be exercised by the Trustee to the extent permitted by law, without
    the appointment of a new or successor trustee.
  Holders Lists and Reports by Trustee and Company
  Company to Furnish Trustee Names and Addresses of Holders.
    In accordance with Section 312(a) of the Trust Indenture Act, the Company
      shall furnish or cause to be furnished to the Trustee
    semi-annually with respect to Securities of each series not later than
        January 15 and July 15 of the year or upon such other dates as are set
        forth in or pursuant to the Board Resolution or indenture supplemental
        hereto authorizing such series, a list, in each case in such form as the
        Trustee may reasonably require, of the names and addresses of Holders
        as of the applicable date, and
      at such other times as the Trustee may request in writing, within 30
        days after the receipt by the Company of any such request, a list of similar
        form and content as of a date not more than 15 days prior to the time
        such list is furnished;provided, however, that so long as the Trustee is the Security
      Registrar no such list shall be required to be furnished.
    Preservation of Information; Communications to Holders.
    The Trustee shall comply with the obligations imposed upon it pursuant
      to Section 312 of the Trust Indenture Act.
    Every Holder of Securities or Coupons, by receiving and holding the same,
      agrees with the Company and the Trustee that neither the Company, the Trustee,
      any Paying Agent or any Security Registrar shall be held accountable by
      reason of the disclosure of any such information as to the names and addresses
      of the Holders of Securities in accordance with Section 312(c) of the Trust
      Indenture Act, regardless of the source from which such information was
      derived, and that the Trustee shall not be held accountable by reason of
      mailing any material pursuant to a request made under Section 312(b) of
      the Trust Indenture Act.
    Reports by Trustee.
    Within 60 days after June 15 of each year commencing with the first
        June 15 following the first issuance of Securities pursuant to Section
        301, if required by Section 313(a) of the Trust Indenture Act, the Trustee
        shall transmit, pursuant to Section 313(c) of the Trust Indenture Act,
        a brief report dated as of such June 15 with respect to any of the events
        specified in said Section 313(a) which may have occurred since the later
        of the immediately preceding June 15 and the date of this Indenture.
      The Trustee shall transmit the reports required by Section 313(a) of
        the Trust Indenture Act at the times specified therein.
      A copy of each such report shall, at the time of such transmission to
        Holders, be filed by the Trustee with each stock exchange, if any, upon
        which the Securities are listed, with the Commission and with the Company.
        The Company will promptly notify the Trustee when the Securities are listed
        on any stock exchange and of any delisting thereof.Reports by Company; Rule 144 Information.
    The Company, pursuant to Section 314(a) of the Trust Indenture Act, shall:
    file with the Trustee, within 15 days after the Company is required
        to file the same with the Commission, copies of the annual reports and
        of the information, documents and other reports (or copies of such portions
        of any of the foregoing as the Commission may from time to time by rules
        and regulations prescribe) which the Company may be required to file with
        the Commission pursuant to Section 13 or Section 15(d) of the Exchange
        Act; or, if the Company is not required to file information, documents
        or reports pursuant to either of said Sections, then it shall file with
        the Trustee and the Commission, in accordance with rules and regulations
        prescribed from time to time by the Commission, such of the supplementary
        and periodic information, documents and reports which may be required
        pursuant to Section 13 of the Exchange Act in respect of a security listed
        and registered on a national securities exchange as may be prescribed
        from time to time in such rules and regulations; provided, however,
        that if the Company files information, documents or reports by virtue
        of its being subject to the requirements of Section 12, Section 13 or
        Section 15(d) of the Exchange Act and its duty to file such information,
        documents or reports is subsequently suspended, then the Company shall
        no longer be required to file any such information, documents or reports
        pursuant to the provisions of this Section 704 with respect to Securities
        of any series that were issued prior to the effectiveness of the suspension
        of such duty;
      file with the Trustee and the Commission, in accordance with rules and
        regulations prescribed from time to time by the Commission, such additional
        information, documents and reports with respect to compliance by the Company
        with the conditions and covenants of this Indenture as may be required
        from time to time by such rules and regulations;
      transmit within 30 days after the filing thereof with the Trustee, in
        the manner and to the extent provided in Section 313(c) of the Trust Indenture
        Act, such summaries of any information, documents and reports required
        to be filed by the Company pursuant to paragraphs (1) and (2) of this
        Section as may be required by rules and regulations prescribed from time
        to time by the Commission; and
      Unless the Company furnishes information to the Commission pursuant
        to Section 13 or 15(d) of the Exchange Act or this Section, the Company
        shall promptly furnish or cause to be furnished such information as is
        specified pursuant to Rule l44A(d)(4) under the Securities Act (or any
        successor provision thereto) to such Holder or to a prospective purchaser
        of a Security who is designated by such Holder and is a qualified institutional
        buyer (as defined in Rule l44A under the Securities Act), upon the request
        of such Holder or prospective purchaser, in order to permit compliance
        by such Holder with Rule 144A under the Securities Act.Delivery of such reports, information and documents to the Trustee is for
    informational purposes only and the Trustee’s receipt of such shall
    not constitute constructive notice of any information contained therein or
    determinable from information contained therein, including the Company’s
    compliance with any of its covenants hereunder (as to which the Trustee is
    entitled to rely exclusively on Officers’ Certificates).
  Consolidation, Merger and Sales
  Company May Consolidate, Etc., Only on Certain Terms.
    The Company shall not consolidate with or merge into, or sell, assign,
      transfer, lease, convey or otherwise dispose of all or substantially all
      of its assets and the properties and the assets and properties of its Subsidiaries
      (taken as a whole) as an entirety to, any entity or entities (including
      limited liability companies) unless:
    the successor entity or entities, each of which shall be organized and
        existing under the laws of Mexico or the United States of America or any
        state thereof, shall expressly assume, by an indenture (or indentures,
        if at such time there is more than one Trustee) supplemental hereto executed
        by the successor Person and delivered to the Trustee, the due and punctual
        payment of the principal of, any premium and interest on and any Additional
        Amounts with respect to all the Securities and the performance of every
        obligation in this Indenture, the Outstanding Securities and any registration
        rights agreement on the part of the Company to be performed or observed;
      immediately after giving effect to such transaction or series of transactions,
        no Event of Default or event which, after notice or lapse of time, or
        both, would become an Event of Default, shall have occurred and be continuing;
        and
      if, as a result of such transaction, properties or assets of the Company
        would become subject to an encumbrance that would not be permitted by
        the terms of the Securities, the Company or the successor entity or entities
        shall take such steps as are necessary to secure such Securities equally
        and ratable with all indebtedness secured thereunder;provided, however, that notwithstanding the foregoing, nothing in
      this Article Eight shall prohibit the Company or a Restricted Subsidiary
      from selling, assigning, transferring, leasing, conveying or otherwise disposing
      of any of the Company’s Subsidiaries that are Unrestricted Subsidiaries
      at the date of the Indenture or any interest therein or any assets thereof.
    Successor Person Substituted for Company.Upon any consolidation by the Company with or merger of the Company into
    any other Person or Persons or any sale, assignment, transfer, lease, conveyance
    or other disposition of all or substantially all of the properties and assets
    of the Company and the properties and assets of its Subsidiaries (taken as
    a whole) to any Person or Persons in accordance with Section 801, the successor
    Person formed by such consolidation or into which the Company is merged or
    to which such sale, assignment, transfer, lease, conveyance or other disposition
    is made shall succeed to, and be substituted for, and may exercise every right
    and power of, the Company under this Indenture with the same effect as if
    such successor Person had been named as the Company herein; and thereafter,
    except in the case of a lease, the predecessor Person shall be released from
    all obligations and covenants under this Indenture, the Securities and any
    Coupons.
  Supplemental Indentures
  Supplemental Indentures without Consent of Holders.
    Without the consent of any Holders of Securities or Coupons, the Company
      (when authorized by or pursuant to a Board Resolution) and the Trustee,
      at any time and from time to time, may enter into one or more indentures
      supplemental hereto, in form satisfactory to the Trustee, for any of the
      following purposes:
    to evidence the succession of another Person to the Company, and the
        assumption by any such successor of the covenants of the Company contained
        herein and in the Securities; or
      to add to the covenants of the Company for the benefit of the Holders
        of all or any series of Securities (as shall be specified in such supplemental
        indenture or indentures) or to surrender any right or power herein conferred
        upon the Company; or
      to add to or change any of the provisions of this Indenture to provide
        that Bearer Securities may be registrable as to principal, to change or
        eliminate any restrictions on the payment of principal of, any premium
        or interest on or any Additional Amounts with respect to Securities, to
        permit Bearer Securities to be issued in exchange for Registered Securities,
        to permit Bearer Securities to be exchanged for Bearer Securities of other
        authorized denominations or to permit or facilitate the issuance of Securities
        in uncertificated form, provided any such action shall not adversely affect
        the interests of the Holders of Outstanding Securities of any series or
        any Coupons appertaining thereto in any material respect; or
      to establish the form or terms of Securities of any series and any Coupons
        appertaining thereto as permitted by Section 201 and Section 301; or
      to evidence and provide for the acceptance of appointment hereunder
        by a successor Trustee with respect to the Securities of one or more series
        and to add to or change any of the provisions of this Indenture as shall
        be necessary to provide for or facilitate the administration of the trusts
        hereunder by more than one Trustee, pursuant to the requirements of Section
        610; or
      to cure any ambiguity or to correct or supplement any provision herein
        which may be defective or inconsistent with any other provision herein,
        or to make any other provisions with respect to matters or questions arising
        under this Indenture which shall not adversely affect the interests of
        the Holders of Securities of any series then Outstanding or any Coupons
        appertaining thereto in any material respect; or
      to add to, delete from or revise the conditions, limitations and restrictions
        on the authorized amount, terms or purposes of issue, authentication and
        delivery of Securities, as herein set forth; or
      to add any additional Events of Default with respect to all or any series
        of Securities (as shall be specified in such supplemental indenture);
        or
      to supplement any of the provisions of this Indenture to such extent
        as shall be necessary to permit or facilitate the defeasance and discharge
        of any series of Securities pursuant to Article Four, provided that any
        such action shall not adversely affect the interests of any Holder of
        an Outstanding Security of such series and any Coupons appertaining thereto
        or any other Security or Coupon in any material respect; or
      to secure the Securities pursuant to Section 1005 or Section 1007 or
        otherwise; or
      to make provisions with respect to conversion or exchange rights of
        Holders of Securities of any series; or
      to amend or supplement any provision contained herein or in any supplemental
        indenture, providedthat no such amendment or supplement shall
        materially adversely affect the interests of the Holders of any Securities
        then Outstanding; or
      to qualify the Indenture under the Trust Indenture Act; or
      to add, change or eliminate any of the provisions of this Indenture
        in respect of one or more series of the Securities, providedthat
        any such addition, change or elimination (i) shall neither (A) apply to
        any Security of any series created prior to the execution of such supplemental
        indenture and entitled to the benefit of such provision nor (B) modify
        the rights of the Holder of any such Security with respect to such provision
        or (ii) shall become more effective only when there is no such Security
        outstanding.Supplemental Indentures with Consent of Holders.
    With the consent of the Holders of not less than a majority in principal
      amount of the Outstanding Securities of each series affected by such supplemental
      indenture, by Act of said Holders delivered to the Company and the Trustee,
      the Company (when authorized by or pursuant to a Board Resolution) and the
      Trustee may enter into an indenture or indentures supplemental hereto for
      the purpose of adding any provisions to or changing in any manner or eliminating
      any of the provisions of this Indenture or of modifying in any manner the
      rights of the Holders of Securities of such series under this Indenture
      or of the Securities of such series; provided, however, that
      no such supplemental indenture, without the consent of the Holder of each
      Outstanding Security affected thereby, shall
    change the Stated Maturity of the principal of, or any premium or installment
        of interest on or any Additional Amounts with respect to, any Security,
        or reduce the principal amount thereof or the rate (or modify the calculation
        of such rate) of interest thereon or any Additional Amounts with respect
        thereto, or any premium payable upon the redemption thereof or otherwise,
        or change the obligation of the Company to pay Additional Amounts pursuant
        to Section 1004 (except as contemplated by Section 801(1) and permitted
        by Section 901(l)), or reduce the amount of the principal of an Original
        Issue Discount Security that would be due and payable upon a declaration
        of acceleration of the Maturity thereof pursuant to Section 502 or the
        amount thereof provable in bankruptcy pursuant to Section 504, change
        the redemption provisions or adversely affect the right of repayment at
        the option of any Holder as contemplated by Article Thirteen, or change
        the Place of Payment, Currency in which the principal of, any premium
        or interest on, or any Additional Amounts with respect to any Security
        is payable, or impair the right to institute suit for the enforcement
        of any such payment on or after the Stated Maturity thereof (or, in the
        case of redemption, on or after the Redemption Date or, in the case of
        repayment at the option of the Holder, on or after the date for repayment),
        or
      reduce the percentage in principal amount of the Outstanding Securities
        of any series the consent of whose Holders is required for any such supplemental
        indenture, or the consent of whose Holders is required for any waiver
        (of compliance with certain provisions of this Indenture or certain defaults
        hereunder and their consequences) provided for in this Indenture, or reduce
        the requirements of Section 1504 for quorum or voting, or
      modify any of the provisions of this Section, Section 513 or Section
        1011, except to increase any such percentage or to provide that certain
        other provisions of this Indenture cannot be modified or waived without
        the consent of the Holder of each Outstanding Security affected thereby,
        or
      make any change that adversely affects the right to convert or exchange
        any Security into or for Common Stock or other securities, cash or other
        property in accordance with the terms of such Security.A supplemental indenture which changes or eliminates any covenant or other
      provision of this Indenture which shall have been included expressly and
      solely for the benefit of one or more particular series of Securities, or
      which modifies the rights of the Holders of Securities of such series with
      respect to such covenant or other provision, shall be deemed not to affect
      the rights under this Indenture of the Holders of Securities of any other
      series.
    It shall not be necessary for any Act of Holders of Securities under this
      Section to approve the particular form of any proposed supplemental indenture,
      but it shall be sufficient if such Act shall approve the substance thereof.
    Execution of Supplemental Indentures.
    As a condition to executing, or accepting the additional trusts created
      by, any supplemental indenture permitted by this Article or the modifications
      thereby of the trust created by this Indenture, the Trustee shall be entitled
      to receive, and (subject to Section 315 of the Trust Indenture Act) shall
      be fully protected in relying upon, an Officers’ Certificate and Opinion
      of Counsel stating that the execution of such supplemental indenture is
      authorized or permitted by this Indenture. The Trustee may, but shall not
      be obligated to, enter into any such supplemental indenture which affects
      the Trustee’s own rights, duties or immunities under this Indenture
      or otherwise.
    Effect of Supplemental Indentures.
    Upon the execution of any supplemental indenture under this Article, this
      Indenture shall be modified in accordance therewith, and such supplemental
      indenture shall form a part of this Indenture for all purposes; and every
      Holder of a Security theretofore or thereafter authenticated and delivered
      hereunder and of any Coupon appertaining thereto shall be bound thereby.
    Reference in Securities to Supplemental Indentures.
    Securities of any series authenticated and delivered after the execution
      of any supplemental indenture pursuant to this Article may, and shall if
      required by the Trustee, bear a notation in form approved by the Trustee
      as to any matter provided for in such supplemental indenture. If the Company
      shall so determine, new Securities of any series so modified as to conform,
      in the opinion of the Trustee and the Company, to any such supplemental
      indenture may be prepared and executed by the Company and authenticated
      and delivered by the Trustee in exchange for Outstanding Securities of such
      series.
    Conformity with Trust Indenture Act.
    Every supplemental indenture executed pursuant to this Article shall conform
      to the requirements of the Trust Indenture Act as then in effect.
    Notice of Supplemental Indenture.Promptly after the execution by the Company and the Trustee of any supplemental
    indenture pursuant to Section 902, the Company shall transmit to the Holders
    of Outstanding Securities of any series affected thereby a notice setting
    forth the substance of such supplemental indenture.
  Covenants
  Payment of Principal, any Premium, Interest and Additional Amounts.
    The Company covenants and agrees for the benefit of the Holders of the
      Securities of each series that it will duly and punctually pay the principal
      of, any premium and interest on and any Additional Amounts with respect
      to the Securities of such series in accordance with the terms thereof, any
      Coupons appertaining thereto and this Indenture. Any interest due on any
      Bearer Security on or before the Maturity thereof, and any Additional Amounts
      payable with respect to such interest, shall be payable only upon presentation
      and surrender of the Coupons appertaining thereto for such interest as they
      severally mature.
    Maintenance of Office or Agency.
    The Company shall maintain in each Place of Payment for any series of Securities
      an Office or Agency where Securities of such series (but not Bearer Securities,
      except as otherwise provided below, unless such Place of Payment is located
      outside the United States) may be presented or surrendered for payment,
      where Securities of such series may be surrendered for registration of transfer
      or exchange, where Securities of such series that are convertible or exchangeable
      may be surrendered for conversion or exchange, and where notices and demands
      to or upon the Company in respect of the Securities of such series relating
      thereto and this Indenture may be served. If Securities of a series are
      issuable as Bearer Securities, the Company shall maintain, subject to any
      laws or regulations applicable thereto, an Office or Agency in a Place of
      Payment for such series which is located outside the United States where
      Securities of such series and any Coupons appertaining thereto may be presented
      and surrendered for payment; provided, however, that if the
      Securities of such series are listed on The Stock Exchange of the United
      Kingdom and the Republic of Ireland or the Luxembourg Stock Exchange or
      any other stock exchange located outside the United States and such stock
      exchange shall so require, the Company shall maintain a Paying Agent in
      London, Luxembourg or any other required city located outside the United
      States, as the case may be, so long as the Securities of such series are
      listed on such exchange. The Company will give prompt written notice to
      the Trustee of the location, and any change in the location, of such Office
      or Agency. If at any time the Company shall fail to maintain any such required
      Office or Agency or shall fail to furnish the Trustee with the address thereof,
      such presentations, surrenders, notices and demands may be made or served
      at the Corporate Trust Office of the Trustee, except that Bearer Securities
      of such series and any Coupons appertaining thereto may be presented and
      surrendered for payment at the place specified for the purpose with respect
      to such Securities as provided in or pursuant to this Indenture, and the
      Company hereby appoints the Trustee as its agent to receive all such presentations,
      surrenders, notices and demands.
    Except as otherwise provided in or pursuant to this Indenture, no payment
      of principal, premium, interest or Additional Amounts with respect to Bearer
      Securities shall be made at any Office or Agency in the United States or
      by check mailed to any address in the United States or by transfer to an
      account maintained with a bank located in the United States; provided,
      however, if amounts owing with respect to any Bearer Securities shall
      be payable in Dollars, payment of principal of, any premium or interest
      on and any Additional Amounts with respect to any such Security may be made
      at the Corporate Trust Office of the Trustee or any Office or Agency designated
      by the Company in the Borough of Manhattan, The City of New York, if (but
      only if) payment of the full amount of such principal, premium, interest
      or Additional Amounts at all offices outside the United States maintained
      for such purpose by the Company in accordance with this Indenture is illegal
      or effectively precluded by exchange controls or other similar restrictions.
    The Company may also from time to time designate one or more other Offices
      or Agencies where the Securities of one or more series may be presented
      or surrendered for any or all such purposes and may from time to time rescind
      such designations; provided, however, that no such designation
      or rescission shall in any manner relieve the Company of its obligation
      to maintain an Office or Agency in each Place of Payment for Securities
      of any series for such purposes. The Company shall give prompt written notice
      to the Trustee of any such designation or rescission and of any change in
      the location of any such other Office or Agency.
    Unless otherwise provided in or pursuant to this Indenture, the Company
      hereby initially designates as the Place of Payment for each series of Securities
      the Corporate Trust Office of the Trustee located at 101 Barclay Street,
      New York, New York for such purpose. The Company may subsequently appoint
      a different Office or Agency for the Securities of any series.
    Unless otherwise specified with respect to any Securities pursuant to Section
      301, if and so long as the Securities of any series (i) are denominated
      in a Foreign Currency or (ii) may be payable in a Foreign Currency, or so
      long as it is required under any other provision of this Indenture, then
      the Company will maintain with respect to each such series of Securities,
      or as so required, at least one exchange rate agent.
    Money for Securities Payments to Be Held in Trust.
    If the Company shall at any time act as its own Paying Agent with respect
      to any series of Securities, it shall, on or before each due date of the
      principal of, any premium or interest on or Additional Amounts with respect
      to any of the Securities of such series, segregate and hold in trust for
      the benefit of the Persons entitled thereto a sum in the currency or currencies,
      currency unit or units or composite currency or currencies in which the
      Securities of such series are payable (except as otherwise specified pursuant
      to Section 301 for the Securities of such series) sufficient to pay the
      principal or any premium, interest or Additional Amounts so becoming due
      until such sums shall be paid to such Persons or otherwise disposed of as
      herein provided, and shall promptly notify the Trustee of its action or
      failure so to act.
    Whenever the Company shall have one or more Paying Agents for any series
      of Securities, it shall, on or prior to each due date of the principal of,
      any premium or interest on or any Additional Amounts with respect to any
      Securities of such series, deposit with any Paying Agent a sum (in the currency
      or currencies, currency unit or units or composite currency or currencies
      described in the preceding paragraph) sufficient to pay the principal or
      any premium, interest or Additional Amounts so becoming due, such sum to
      be held in trust for the benefit of the Persons entitled thereto, and (unless
      such Paying Agent is the Trustee) the Company will promptly notify the Trustee
      of its action or failure so to act.
    The Company shall cause each Paying Agent for any series of Securities
      (other than the Trustee) to execute and deliver to the Trustee an instrument
      in which such Paying Agent shall agree with the Trustee, subject to the
      provisions of this Section, that such Paying Agent shall:
    hold all sums held by it for the payment of the principal of, any premium
        or interest on or any Additional Amounts with respect to Securities of
        such series in trust for the benefit of the Persons entitled thereto until
        such sums shall be paid to such Persons or otherwise disposed of as provided
        in or pursuant to this Indenture;
      give the Trustee notice of any default by the Company (or any other
        obligor upon the Securities of such series) in the making of any payment
        of principal, any premium or interest on or any Additional Amounts with
        respect to the Securities of such series; and
      at any time during the continuance of any such default, upon the written
        request of the Trustee, forthwith pay to the Trustee all sums so held
        in trust by such Paying Agent.The Company may at any time, for the purpose of obtaining the satisfaction
      and discharge of this Indenture or for any other purpose, pay, or by Company
      Order direct any Paying Agent to pay, to the Trustee all sums held in trust
      by the Company or such Paying Agent, such sums to be held by the Trustee
      upon the same terms as those upon which such sums were held by the Company
      or such Paying Agent; and, upon such payment by any Paying Agent to the
      Trustee, such Paying Agent shall be released from all further liability
      with respect to such sums.
    Except as otherwise provided herein or pursuant hereto, any money deposited
      with the Trustee or any Paying Agent, or then held by the Company, in trust
      for the payment of the principal of, any premium or interest on or any Additional
      Amounts with respect to any Security of any series or any Coupon appertaining
      thereto and remaining unclaimed for two years after such principal or any
      such premium or interest or any such Additional Amounts shall have become
      due and payable shall be paid to the Company on Company Request, or (if
      then held by the Company) shall be discharged from such trust; and the Holder
      of such Security or any Coupon appertaining thereto shall thereafter, as
      an unsecured general creditor, look only to the Company for payment thereof,
      and all liability of the Trustee or such Paying Agent with respect to such
      trust money, and all liability of the Company as trustee thereof, shall
      thereupon cease; provided, however, that the Trustee or such
      Paying Agent, before being required to make any such repayment, may at the
      expense of the Company cause to be published once, in an Authorized Newspaper
      in each Place of Payment for such series or to be mailed to Holders of Registered
      Securities of such series, or both, notice that such money remains unclaimed
      and that, after a date specified therein, which shall not be less than 30
      days from the date of such publication or mailing nor shall it be later
      than two years after such principal and any premium or interest or Additional
      Amounts shall have become due and payable, any unclaimed balance of such
      money then remaining will be repaid to the Company.
    Additional Amounts.
    All payments of amounts due in respect of the Securities by the Company
      will be made without withholding or reduction for or on account of any present
      or future taxes or duties of whatever nature imposed or levied by or on
      behalf of Mexico, any political subdivision thereof or any agency or authority
      of or in Mexico ("Taxes") unless the withholding or deduction
      of such Taxes is required by law or by the interpretation or administration
      thereof. In that event, the Company will pay such additional amounts ("Additional
      Amounts") as may be necessary in order that the net amounts receivable
      by the Holders after such withholding or deduction shall equal the respective
      amounts which would have been receivable in respect of the Securities, in
      the absence of such withholding or deduction, which Additional Amounts shall
      be due and payable when the amount to which such Additional Amounts relate
      are due and payable; except that no such Additional Amounts shall be payable
      with respect to:
    (i)	any Taxes which are imposed on, or deducted or withheld from, payments
      made to the Holder or beneficial owner of the Securities by reason of the
      existence of any present or former connection between the Holder or beneficial
      owner of the Securities (or between a fiduciary, settlor, beneficiary, member
      or shareholder of, or possessor of a power over, such Holder or beneficial
      owner, if such Holder or beneficial owner is an estate, trust, corporation
      or partnership) and Mexico (or any political subdivision or territory or
      possession thereof or area subject to its jurisdiction) (including, without
      limitation, such Holder or beneficial owner (or such fiduciary, settlor,
      beneficiary, member, shareholder or possessor) (x) being or having been
      a citizen or resident thereof, (y) maintaining or having maintained an office,
      permanent establishment, fixed base or branch therein, or (z) being or having
      been present or engaged in trade or business therein) other than the mere
      holding of such Securities or the receipt of amounts due in respect thereof;
    (ii)	any estate, inheritance, gift, sales, stamp, transfer or personal
      property Tax;
    (iii) 	any Taxes that are imposed on, or withheld or deducted from,
      payments made to the Holder or beneficial owner of the Securities to the
      extent such Taxes would not have been so imposed, deducted or withheld but
      for the failure by such Holder or beneficial owner of such Securities to
      comply with any certification, identification, information, documentation
      or other reporting requirement concerning the nationality, residence, identity
      or connection with Mexico (or any political subdivision or territory or
      possession thereof or area subject to its jurisdiction) of the Holder or
      beneficial owner of such Securities if (x) such compliance is required or
      imposed by a statute, treaty, regulation, rule, generally applicable ruling
      or generally accepted administrative practice in order to make any claim
      for exemption from, or reduction in the rate of, the imposition, withholding
      or deduction of any Taxes, and (y) at least 60 days prior to the first payment
      date with respect to which the Company shall apply this clause (iii), the
      Company shall have notified all the Holders of Securities, in writing, that
      such Holders or beneficial owners of the Securities will be required to
      provide such information or documentation;
    (iv) 	any Taxes imposed on, or withheld or deducted from, payments made
      to a Holder or beneficial owner of the Securities at a rate in excess of
      the 4.9% rate of Tax in effect on the date hereof and uniformly applicable
      in respect of payments made by the Company to all Holders or beneficial
      owners eligible for the benefits of a treaty for the avoidance of double
      taxation to which Mexico is a party, without regard to the particular circumstances
      of such Holders or beneficial owners (provided that, upon any subsequent
      increase in the rate of Tax that would be applicable to payments to all
      such Holders or beneficial owners without regard to their particular circumstances,
      such increased rate shall be substituted for the 4.9% rate for purposes
      of this clause (iv)), but only to the extent that (x) such Holder or beneficial
      owner has failed to provide on a timely basis, at the reasonable request
      of the Company (subject to the conditions set forth below), information,
      documentation or other evidence concerning whether such Holder or beneficial
      owner is eligible for benefits under a treaty for the avoidance of double
      taxation to which Mexico is a party, if necessary to determine the appropriate
      rate of deduction or withholding of Taxes under such treaty or under any
      statute, regulation, rule, generally applicable ruling or generally accepted
      administrative practice, and (y) at least 60 days prior to the first payment
      date with respect to which the Company shall make such reasonable request,
      the Company shall have notified the Holders of the Securities, in writing,
      that such Holders or beneficial owners of the Securities will be required
      to provide such information, documentation or other evidence;
    (v)	to or on behalf of a Holder of the Securities in respect of Taxes
      that would not have been imposed but for the presentation by such Holder
      for payment on a date more than 15 days after the date on which such payment
      became due and payable or the date on which payment thereof is duly provided
      for and notice thereof given to Holders, whichever occurs later, except
      to the extent that the Holder of such Securities would have been entitled
      to Additional Amounts in respect of such Taxes on presenting such Securities
      for payment on any date during such 15-day period; or
    (vi) 	any combination of (i), (ii), (iii), (iv) or (v) above (the Taxes
      described in clauses (i) through (vi), for which no Additional Amounts are
      payable, are hereinafter referred to as "Excluded Taxes").
    Notwithstanding the foregoing, the limitations on the Company’s obligation
      to pay Additional Amounts set forth in clauses (iii) and (iv) above shall
      not apply if (a) the provision of information, documentation or other evidence
      described in such clauses (iii) and (iv) would be materially more onerous,
      in form, in procedure or in the substance of information disclosed, to a
      Holder or beneficial owner of a Note (taking into account any relevant differences
      between U.S. and Mexican law, rules, regulations or administrative practice)
      than comparable information or other reporting requirements imposed under
      U.S. tax law, regulations and administrative practice (such as IRS Forms
      1001, W-8, W-SBEN and W-9) or (b) Rule 3.23.8 issued by the Ministry of
      Finance and Public Credit on April 30, 2004 or a substantially similar successor
      of such rule is in effect, unless the provision of the information, documentation
      or other evidence described in clauses (iii) and (iv) is expressly required
      by statute, regulation, rule, generally applicable ruling or generally accepted
      administrative practice in order to apply Rule 3.23.8 (or a substantially
      similar successor of such rule), the Company cannot obtain such information,
      documentation or other evidence on its own through reasonable diligence
      and the Company otherwise would meet the requirements for application of
      Rule 3.23.8 (or such other successor of such rule). In addition, such clauses
      (iii) and (iv) shall not be construed to require that a non-Mexican pension
      or retirement fund or a non-Mexican financial institution or any other Holder
      register with the Ministry of Finance and Public Credit for the purpose
      of establishing eligibility for an exemption from or reduction of Mexican
      withholding tax or to require that a Holder or beneficial owner certify
      or provide information concerning whether it is or is not a tax-exempt pension
      or retirement fund.
    At least 30 days prior to each date on which any payment under or with
      respect to the Securities is due and payable, if the Company will be obligated
      to pay Additional Amounts with respect to such payment (other than Additional
      Amounts payable on the date of the Indenture or Supplemental Indenture relating
      to such Securities), the Company will deliver to the relevant Trustee an
      Officers’ Certificate stating the fact that such Additional Amounts
      will be payable and the amounts so payable and will set forth such other
      information necessary to enable the relevant Trustee to pay such Additional
      Amounts to Holders on the payment date. Whenever either in the Indenture
      or such Supplemental Indenture there is mentioned, in any context, the payment
      of principal (and premium, if any), Redemption Price, interest or any other
      amount payable under or with respect to any Securities, such mention shall
      be deemed to include mention of the payment of Additional Amounts to the
      extent that, in such context, Additional Amounts are, were or would be payable
      in respect thereof.
    Limitation on Liens.
    The Company will not, and will not permit any Restricted Subsidiary to,
      directly or indirectly, create, incur or assume any Lien, except for Permitted
      Liens, on any Operating Property to secure the payment of Funded Indebtedness
      of the Company or any Restricted Subsidiary if, immediately after the creation,
      incurrence or assumption of such Lien, the sum of (without duplication)
      (A) the aggregate outstanding principal amount of all Funded Indebtedness
      of the Company and the Restricted Subsidiaries that is secured by Liens
      (other than Permitted Liens) on any Operating Property and (B) the Attributable
      Debt relating to any Sale and Leaseback Transaction which would otherwise
      be subject to the provisions of clause 2(A)(i) of Section 1007 would exceed
      the greater of (x) $200 million and (y) 12.5% of Consolidated Net Tangible
      Assets, unless effective provision is made whereby the Securities (together
      with, if the Company shall so determine, any other Funded Indebtedness ranking
      equally with the Securities, whether then existing or thereafter created)
      are secured equally and ratably with (or prior to) such Funded Indebtedness
      (but only for so long as such Funded Indebtedness is so secured). For purposes
      of this Section 1005, the value of any Lien on any Operating Property securing
      Funded Indebtedness will be computed on the basis of the lesser of (i) the
      outstanding principal amount of such secured Funded Indebtedness and (ii)
      the higher of (x) the book value or (y) the Fair Market Value of the Operating
      Property securing such Funded Indebtedness.
    The foregoing limitation on Liens shall not apply to the creation, incurrence
      or assumption of the following Liens ("Permitted Liens"):
    (1)	any Lien which arises out of a judgment or award against the Company
      or any Restricted Subsidiary with respect to which the Company or such Restricted
      Subsidiary at the time shall be prosecuting an appeal or proceeding for
      review (or with respect to which the period within which such appeal or
      proceeding for review may be initiated shall not have expired) and with
      respect to which it shall have secured a stay of execution pending such
      appeal or proceedings for review or with respect to which the Company or
      such Restricted Subsidiary shall have posted a bond and established adequate
      reserves (in accordance with Mexican GAAP) for the payment of such judgment
      or award;
    (2)	Liens arising from the rendering of a final judgment or order against
      the Company or any Restricted Subsidiary of the Company that would not,
      with notice, passage of time or both, give rise to an Event of Default;
    (3)	Liens incurred or deposits made to secure indemnity obligations
      in respect of the disposition of any business or assets of the Company or
      any Restricted Subsidiary; provided that the property subject to
      such Lien does not have a Fair Market Value in excess of the cash or cash
      equivalent proceeds received by the Company and its Restricted Subsidiaries
      in connection with such disposition;
    (4)	Liens resulting from the deposit of funds or evidences of Indebtedness
      in trust for the purpose of discharging or defeasing Indebtedness of the
      Company or any Restricted Subsidiary;
    (5)	Liens on assets or property of a Person existing at the time such
      Person is merged into, consolidated with or acquired by the Company or any
      Restricted Subsidiary or becomes a Restricted Subsidiary; provided,
      that: (i) any such Lien is not incurred in contemplation of such merger,
      consolidation or acquisition and does not secure any property of the Company
      or any Restricted Subsidiary other than the property and assets subject
      to such Lien prior to such merger, consolidation or acquisition or (ii)
      if such Lien is incurred in contemplation of such merger, consolidation
      or acquisition it would be, if created or incurred on or after the consummation
      of such merger, consolidation or acquisition, a Permitted Lien under clause
      (7) below;
    (6)	Liens existing on the date of original issuance of the Securities;
    (7)	Liens securing Funded Indebtedness (including in the form of Capitalized
      Lease Obligations and purchase money indebtedness) incurred for the purpose
      of financing the cost (including without limitation the cost of design,
      development, site acquisition, improvements, construction, integration,
      manufacture or acquisition) of real or personal property (tangible or intangible)
      which is incurred contemporaneously therewith or within 360 days thereafter
      (in the case of a series of related transactions, such 360-day period to
      be calculated as of the date of the last such transaction); provided
      (i) such Liens secure Funded Indebtedness in an amount not in excess of
      the cost of such property (plus an amount equal to the reasonable fees and
      expenses incurred in connection with the incurrence of such Funded Indebtedness)
      and (ii) such Liens do not extend to any property of the Company or any
      Restricted Subsidiary other than the property for which such Funded Indebtedness
      was incurred;
    (8)	Liens to secure the performance of statutory and common law obligations,
      surety or appeal bonds, performance bonds or other obligations of a like
      nature incurred in the ordinary course of business;
    (9)	Liens to secure the Securities;
    (10)	Liens granted in favor of the Company and/or any Wholly-Owned Restricted
      Subsidiary to secure indebtedness owing to the Company or such Wholly Owned
      Restricted Subsidiary;
    (11)	Legal or equitable encumbrances deemed to exist by reason of the
      inclusion of customary negative pledge provisions in any financing document
      of the Company or any Restricted Subsidiary;
    (12)	Easements, rights-of-way, zoning and similar covenants and restrictions
      and other similar encumbrances or title defects which, in the aggregate,
      are not substantial in amount, and which do not in any case materially detract
      from the value of the property subject thereto or materially interfere with
      the ordinary conduct of the business of the Company and its subsidiaries;
    (13)	Leases or subleases of real property which do not interfere with
      the ordinary conduct of the business of the Company or any of its Restricted
      Subsidiaries, and which are made on customary and usual terms applicable
      to similar properties;
    (14)	Any interest or title of a lessor or sublessor, or any Lien in
      favor of a landlord, arising under any real or personal property lease under
      which the Company or any of its Restricted Subsidiaries is a lessee, sublessee
      or subtenant (other than any interest or title and or any liens securing
      any Capitalized Lease Obligation);
    (15)	Liens in favor of customs and revenue authorities arising as a
      matter of law to secure payment of customs duties in connection with the
      importation of goods; and
    (16)	any Lien in respect of Funded Indebtedness representing the extension,
      refinancing, renewal or replacement (or successive extensions, refinancings,
      renewals or replacements) of Funded Indebtedness secured by Liens referred
      to in clauses (3), (4), (5), (6), (7), (8), (9), (10), (11), (12), (13),
      (14) and (15), above; provided that the principal of the Funded Indebtedness
      secured thereby does not exceed the principal of the Funded Indebtedness
      secured thereby immediately prior to such extension, renewal or replacement,
      plus any accrued and unpaid interest or capitalized interest payable thereon,
      reasonable fees and expenses incurred in connection therewith, and the amount
      of any prepayment premium necessary to accomplish any refinancing; and provided,
      further, that such extension, renewal or replacement shall be limited
      to all or a part of the property (or interest therein) subject to the Lien
      so extended, renewed or replaced (plus improvements and construction on
      such property); and provided, further, that in the case of
      Liens referred to in clauses (3), (4), (8), (9), (10), (11), (12), (13),
      (14), and (15), the secured party with respect to the Lien so extended,
      renewed, refinanced or replaced is the party (or any successor or assignee
      thereof) that was secured prior to such extension, renewal, refinancing
      or replacement.
    Limitation on Subsidiary Indebtedness.
    The Company will not permit any Restricted Subsidiary to create, assume,
      incur, guarantee or otherwise become liable in respect of (collectively,
      "Incur") any Indebtedness, except that the Restricted Subsidiaries
      may Incur the following Indebtedness:
    (1)	Indebtedness of a Person that becomes a Subsidiary of the Company
      after the date of issuance of the Securities to the extent that such Indebtedness
      exists at such time (and was not Incurred in anticipation thereof);
    (2)	Indebtedness outstanding on the date of issuance of the Securities;
    (3)	Indebtedness of any Restricted Subsidiary to the Company or another
      Restricted Subsidiary;
    (4)	Indebtedness resulting from (x) any Dollar- or other foreign currency-denominated
      Indebtedness having its nominal principal amount increased as a result of
      and in proportion to the devaluation of the Peso against the Dollar or other
      foreign currency or (y) any Peso-denominated Indebtedness having its nominal
      principal amount increased as a result of and in proportion to the rate
      of inflation in Mexico;
    (5)	Accretion of original issue discount of any Indebtedness;
    (6)	Indebtedness arising from agreements providing for indemnification,
      adjustment of purchase price or similar obligations, or from guarantees
      or letter of credit, surety bonds or performance bonds securing any obligations
      of any Restricted Subsidiaries pursuant to such agreements, in any case
      Incurred in connection with the disposition of any business, assets or Restricted
      Subsidiary (other than guarantees of Indebtedness Incurred by any Person
      acquiring all or any portion of such business, assets or Restricted Subsidiary
      for the purposes of financing such acquisition), in a principal amount not
      to exceed the gross proceeds actually received by the Restricted Subsidiary
      in connection with such disposition;
    (7)	Indebtedness in respect of (i) performance, surety or appeal bonds
      and reimbursement obligations provided in the ordinary course of business
      and (ii) letter of credit, guarantees, acceptances and other arrangements
      entered into in ordinary trade transactions in accordance with customary
      industry practice;
    (8)	Indebtedness (including in the form of Capitalized Lease Obligations
      and purchase money Indebtedness) Incurred for the purpose of financing the
      cost (including without limitation the cost of design, development, site
      acquisition, improvements, construction, integration, manufacture or acquisition)
      of real or personal property (tangible or intangible) which is Incurred
      contemporaneously therewith or within 360 days thereafter (in the case of
      a series of related transactions, such 360 day period to be calculated as
      of the date of the last such transaction);
    (9)	Any extension, renewal or replacement of any Indebtedness described
      in Subsections (1), (2), (4), (5) and (8), provided that the principal amount
      of such Indebtedness immediately before giving effect to such extension,
      renewal or replacement is not increased; and
    (10)	Indebtedness in addition to that described in Subsections (1) through
      (9) of this Section 1006, provided that, when such Indebtedness is Incurred
      and immediately after giving effect thereto, the sum (without duplication)
      of (i) the aggregate amount of all Indebtedness Incurred pursuant to this
      paragraph (10) then outstanding plus (ii) the aggregate amount of all Funded
      Indebtedness of the Company and its Restricted Subsidiaries that is secured
      by Liens (other than Permitted Liens) on any Operating Property, plus (iii)
      the Attributable Debt relating to any Sale and Leaseback Transaction which
      would otherwise be subject to the provisions of clause 2(A)(i) of Section
      1007 would not, in sum, exceed an amount equal to the greater of (a) $200
      million or (b) 12.5% of Consolidated Net Tangible Assets.
    Limitation on Sale and Leaseback.
    The Company will not, and will not permit any Restricted Subsidiary to,
      enter into any Sale and Leaseback Transaction; provided, that the
      Company or any Restricted Subsidiary may enter into a Sale and Leaseback
      Transaction if:
    (1)	the gross cash proceeds of the Sale and Leaseback Transaction are
      at least equal to the Fair Market Value, as determined in good faith by
      the Board of Directors and set forth in a Board Resolution delivered to
      the Trustee, of the Operating Property that is the subject of the Sale and
      Leaseback Transaction; and
    (2)	either
    (A)	the Company or the Restricted Subsidiary, as applicable, either
      (i) could have incurred a Lien to secure Funded Indebtedness in an amount
      equal to the Attributable Debt relating to such Sale and Leaseback Transaction
      pursuant to Section 1005, or (ii) makes effective provision whereby the
      Securities (together with, if the Company shall so determine, any other
      Funded Indebtedness ranking equally with the Securities, whether then existing
      or thereafter created) are secured equally and ratably with (or prior to)
      the obligations of the Company or the Restricted Subsidiary under the lease
      of the Operating Property that is the subject of the Sale and Leaseback
      Transaction, or
    (B)	within 360 days, the Company or the Restricted Subsidiary either
      (i) applies an amount equal to the Attributable Debt in respect of such
      Sale and Leaseback Transaction to purchase the Securities, or (ii) enters
      into a bona fide commitment to expend for the acquisition or improvement
      of a Operating Property an amount at least equal to the Attributable Debt
      in respect of such Sale and Leaseback Transaction.
    Repurchase of Securities upon a Change of Control.
    The Company must commence, within 30 days of the occurrence of a Change
      of Control, and consummate an Offer to Purchase for all Securities then
      outstanding, at a purchase price equal to 101% of the principal amount of
      the Securities on the date of repurchase, plus accrued interest (if any)
      to the date of purchase. The Company is not required to make an Offer to
      Purchase following a Change of Control if a third party makes an Offer to
      Purchase that would be in compliance with the provisions described in this
      section if it were made by the Company and such third party purchases (for
      the consideration referred to in the immediately preceding sentence) the
      Securities validly tendered and not withdrawn. Prior to the mailing of the
      notice to Holders and publishing such notice to holders in a daily newspaper
      of general circulation in Luxembourg commencing such Offer to Purchase,
      but in any event within 30 days following any Change of Control, the Company,
      covenants to (i) repay in full all indebtedness of the Company that would
      prohibit the repurchase of the Securities pursuant to such Offer to Purchase
      or (ii) obtain any requisite consents under instruments governing any such
      indebtedness of the Company to permit the repurchase of the Securities.
      The Company shall first comply with the covenant in the preceding sentence
      before it shall be required to repurchase Securities pursuant to this Section
      1008.
    Withholding Tax Redemption.
    The Securities are subject to redemption ("Withholding Tax Redemption")
      at any time (a "Withholding Tax Redemption Date"), as a whole
      but not in part, at the election of the Company, at a redemption price equal
      to 100% of the unpaid principal amount thereof plus accrued and unpaid interest,
      if any, to and including the Withholding Tax Redemption Date (the "Withholding
      Tax Redemption Price") if, as a result of (i) any change in or amendment
      to the laws, rules or regulations of Mexico, or any political subdivision
      or taxing authority or other instrumentality thereof or therein, or (ii)
      any amendment to or change in the generally applicable rulings or official
      interpretations relating to such laws, rules or regulations made by any
      legislative body, court or governmental or regulatory agency or authority
      (including the enactment of any legislation and the publication of any judicial
      decision or regulatory determination) of Mexico, or any political subdivision
      or taxing authority or other instrumentality thereof or therein, or (iii)
      any official interpretation, application or pronouncement by any legislative
      body, court or governmental or regulatory agency or authority that provides
      for a position with respect to such laws, rules or regulations that differs
      from the theretofore generally accepted position, which amendment or change
      is enacted, promulgated, issued or announced or which interpretation, application
      or pronouncement is issued or announced, in each case, after the Closing
      Date, the Company has become or would become required to pay any Additional
      Amounts in excess of those attributable to Taxes that are imposed, deducted
      or withheld at a rate of 10% on or from any payments under the Securities.
    The election of the Company to redeem the Securities shall be evidenced
      by a certificate (a "Withholding Tax Redemption Certificate")
      of a financial officer of the Company, which certificate shall be delivered
      to the Trustees. The Company shall, not less than 30 days nor more than
      45 days prior to the Withholding Tax Redemption Date, notify the Trustee
      in writing of such Withholding Tax Redemption Date and of all other information
      necessary to the giving by the Trustee of notices of such Withholding Tax
      Redemption. The Trustee shall be entitled to rely conclusively upon the
      information so furnished by the Company in the Withholding Tax Redemption
      Certificate and shall be under no duty to check the accuracy or completeness
      thereof. Such notice shall be irrevocable and upon its delivery the Company
      shall be obligated to make the payment or payments to the Trustee referred
      to therein at least two Business Days prior to such Withholding Tax Redemption
      Date.
    Notice of Withholding Tax Redemption shall be given by the Trustee to the
      holders, in accordance with Section 106, upon the mailing by first-class
      postage prepaid to each holder at the address of such holder as it appears
      in the Register not less than 15 days nor more than 30 days prior to the
      Withholding Tax Redemption Date.
    The notice of Withholding Tax Redemption shall state:
    (i)	the Withholding Tax Redemption Date;
    (ii)	the Withholding Tax Redemption Price;
    (iii) 	the sum of all other amounts due to the holders under the Securities
      and this Indenture;
    (iv) 	that on the Withholding Tax Redemption Date the Withholding Tax
      Redemption Price will become due and payable upon each such Security so
      to be redeemed; and
    (v)	the place or places, including the offices of our Paying Agent in
      Luxembourg, where such Securities so to be redeemed are to be surrendered
      for payment of the Withholding Tax Redemption Price.
    Notice of Withholding Tax Redemption having been given as aforesaid, the
      Securities so to be redeemed shall, on the Withholding Tax Redemption Date,
      become due and payable at the Withholding Tax Redemption Price therein specified.
      Upon surrender of any such Securities for redemption in accordance with
      such notice, such Securities shall be paid by the Paying Agent on behalf
      of the Company on the Withholding Tax Redemption Date; providedthat
      moneys sufficient therefor have been deposited with the Trustee for the
      holders.
    Notwithstanding anything to the contrary in this Indenture or in the Securities,
      if a Withholding Tax Redemption Certificate has been delivered to the Trustee
      and the Company shall have paid to the Trustee for the benefit of the holders
      (i) the Withholding Tax Redemption Price and (ii) all other amounts due
      to the holders and the Trustee under the Securities and this Indenture,
      then neither the holders nor the Trustee on their behalf shall any longer
      be entitled to exercise any of the rights of the holders under the Securities
      other than the rights of the holders to receive payment of such amounts
      from the Paying Agent and the occurrence of an Event of Default whether
      before or after such payment by the Company to the Trustee for the benefit
      of the holders shall not entitle either the holders or the Trustee on their
      behalf after such payment to declare the principal of any Securities then
      outstanding to be due and payable on any date prior to the Withholding Tax
      Redemption Date. The funds paid to the Trustee shall be used to redeem the
      Securities on the Withholding Tax Redemption Date.
    Corporate Existence.
    Subject to Article Eight, the Company shall do or cause to be done all
      things necessary to preserve and keep in full force and effect its corporate
      existence and that of each Restricted Subsidiary in accordance with the
      respective organizational documents of the Company and each such Subsidiary
      and their respective rights (whether pursuant to charter, partnership certificate,
      agreement, statute or otherwise), material licenses and franchises; provided,
      however, that the foregoing shall not obligate the Company or any
      Restricted Subsidiary to preserve any such right, license or franchise if
      the Company or any Restricted Subsidiary shall determine that the preservation
      thereof is no longer desirable in the conduct of its business or the business
      of such Restricted Subsidiary and that the loss thereof is not disadvantageous
      in any material respect to any Holder.
    Waiver of Certain Covenants.
    The Company may omit in any particular instance to comply with any term,
      provision or condition set forth in Sections 1002 to 1010, inclusive with
      respect to the Securities of any series if before the time for such compliance
      the Holders of at least a majority in principal amount of the Outstanding
      Securities of such series, by Act of such Holders, either shall waive such
      compliance in such instance or generally shall have waived compliance with
      such term, provision or condition, but no such waiver shall extend to or
      affect such term, provision or condition except to the extent so expressly
      waived, and, until such waiver shall become effective, the obligations of
      the Company and the duties of the Trustee in respect of any such term, provision
      or condition shall remain in full force and effect.
    Company Statement as to Compliance; Notice of Certain Defaults.
    The Company shall deliver to the Trustee, within 120 days after the
        end of each fiscal year, a written statement (which need not be contained
        in or accompanied by an Officers’ Certificate) signed by the principal
        executive officer, the principal financial officer or the principal accounting
        officer of the Company, stating that
      a review of the activities of the Company during such year and of
          its performance under this Indenture has been made under his or her
          supervision, and
        to the best of his or her knowledge, based on such review, (a) the
          Company has complied with all the conditions and covenants imposed on
          it under this Indenture throughout such year, or, if there has been
          a default in the fulfillment of any such condition or covenant, specifying
          each such default known to him or her and the nature and status thereof,
          and (b) no event has occurred and is continuing which is, or after notice
          or lapse of time or both would become, an Event of Default, or, if such
          an event has occurred and is continuing, specifying each such event
          known to him or her and the nature and status thereof.The Company shall deliver to the Trustee, within 10 days after the occurrence
        thereof, written notice of any Event of Default or any event which after
        notice or lapse of time or both would become an Event of Default pursuant
        to clause (5) of Section 501.
      The Trustee shall have no duty to monitor the Company’s compliance
        with the covenants contained in this Article Nine to other than as specifically
        set forth in this Section 1012.Calculation of Original Issue Discount.The Company shall file with the Trustee promptly at the end of each calendar
    year (i) a written notice specifying the amount of original issue discount
    (including daily rates and accrual periods), if any, accrued on Outstanding
    Securities as of the end of such year and (ii) such other specific information
    relating to such original issue discount as may then be relevant under the
    Internal Revenue Code of 1986, as amended from time to time.
  Redemption of Securities
  Applicability of Article.
    Redemption of Securities of any series at the option of the Company as
      permitted or required by the terms of such Securities shall be made in accordance
      with the terms of such Securities and (except as otherwise provided herein
      or pursuant hereto) this Article.
    Election to Redeem; Notice to Trustee.
    The election of the Company to optionally redeem any Securities shall be
      evidenced by or pursuant to a Board Resolution. In case of any redemption
      at the election of the Company of (a) less than all of the Securities of
      any series or (b) all of the Securities of any series with the same issue
      date, interest rate or formula, Stated Maturity and other terms, the Company
      shall, at least 60 days prior to the Redemption Date fixed by the Company
      (unless a shorter notice shall be satisfactory to the Trustee), notify the
      Trustee of such Redemption Date and of the principal amount of Securities
      of such series to be redeemed.
    Selection by Trustee of Securities to be Redeemed.
    If less than all of the Securities of any series with the same issue date,
      interest rate or formula, Stated Maturity and other terms are to be redeemed,
      the particular Securities to be redeemed shall be selected not more than
      60 days prior to the Redemption Date by the Trustee from the Outstanding
      Securities of such series not previously called for redemption, by such
      method as the Trustee shall deem fair and appropriate and which may provide
      for the selection for redemption of portions of the principal amount of
      Registered Securities of such series; provided, however, that
      no such partial redemption shall reduce the portion of the principal amount
      of a Registered Security of such series not redeemed to less than the minimum
      denomination for a Security of such series established herein or pursuant
      hereto.
    The Trustee shall promptly notify the Company and the Security Registrar
      (if other than itself) in writing of the Securities selected for redemption
      and, in the case of any Securities selected for partial redemption, the
      principal amount thereof to be redeemed.
    For all purposes of this Indenture, unless the context otherwise requires,
      all provisions relating to the redemption of Securities shall relate, in
      the case of any Securities redeemed or to be redeemed only in part, to the
      portion of the principal of such Securities which has been or is to be redeemed.
    Unless otherwise specified in or pursuant to this Indenture or the Securities
      of any series, if any Security selected for partial redemption is converted
      into or exchanged for Common Stock or other securities, cash or other property
      in part before termination of the conversion or exchange right with respect
      to the portion of the Security so selected, the converted portion of such
      Security shall be deemed (so far as may be) to be the portion selected for
      redemption. Securities which have been converted or exchanged during a selection
      of Securities to be redeemed shall be treated by the Trustee as Outstanding
      for the purpose of such selection.
    Notice of Redemption.
    Notice of redemption shall be given in the manner provided in Section 106,
      not less than 30 nor more than 60 days prior to the Redemption Date, unless
      a shorter period is specified in the Securities to be redeemed, to the Holders
      of Securities to be redeemed. Failure to give notice by mailing in the manner
      herein provided to the Holder of any Registered Securities designated for
      redemption as a whole or in part, or any defect in the notice to any such
      Holder, shall not affect the validity of the proceedings for the redemption
      of any other Securities or portion thereof.
    Any notice that is mailed to the Holder of any Registered Securities in
      the manner herein provided shall be conclusively presumed to have been duly
      given, whether or not such Holder receives the notice.
    All notices of redemption shall state:
    the Redemption Date,
      the Redemption Price,
      if less than all Outstanding Securities of any series are to be redeemed,
        the identification (and, in the case of partial redemption, the principal
        amount) of the particular Security or Securities to be redeemed,
      in case any Security is to be redeemed in part only, the notice which
        relates to such Security shall state that on and after the Redemption
        Date, upon surrender of such Security, the Holder of such Security will
        receive, without charge, a new Security or Securities of authorized denominations
        for the principal amount thereof remaining unredeemed,
      that, on the Redemption Date, the Redemption Price shall become due
        and payable upon each such Security or portion thereof to be redeemed,
        and, if applicable, that interest thereon shall cease to accrue on and
        after said date,
      the place or places where such Securities, together (in the case of
        Bearer Securities) with all Coupons appertaining thereto, if any, maturing
        after the Redemption Date, are to be surrendered for payment of the Redemption
        Price and any accrued interest and Additional Amounts pertaining thereto,
      that the redemption is for a sinking fund, if such is the case,
      that, unless otherwise specified in such notice, Bearer Securities of
        any series, if any, surrendered for redemption must be accompanied by
        all Coupons maturing subsequent to the date fixed for redemption or the
        amount of any such missing Coupon or Coupons will be deducted from the
        Redemption Price, unless security or indemnity satisfactory to the Company,
        the Trustee and any Paying Agent is furnished,
      if Bearer Securities of any series are to be redeemed and any Registered
        Securities of such series are not to be redeemed, and if such Bearer Securities
        may be exchanged for Registered Securities not subject to redemption on
        the Redemption Date pursuant to Section 305 or otherwise, the last date,
        as determined by the Company, on which such exchanges may be made,
      in the case of Securities of any series that are convertible or exchangeable
        into Common Stock or other securities, cash or other property, the conversion
        or exchange price or rate, the date or dates on which the right to convert
        or exchange the principal of the Securities of such series to be redeemed
        will commence or terminate and the place or places where such Securities
        may be surrendered for conversion or exchange, and
      the CUSIP number or the Euroclear or the Clearstream Luxembourg reference
        numbers of such Securities, if any (or any other numbers used by a Depository
        to identify such Securities).A notice of redemption published as contemplated by Section 106 need not
      identify particular Registered Securities to be redeemed.
    Notice of redemption of Securities to be redeemed at the election of the
      Company shall be given by the Company or, at the Company’s request,
      by the Trustee in the name and at the expense of the Company.
    Deposit of Redemption Price.
    At or prior to 10:00 a.m., New York City time, on any Redemption Date,
      the Company shall deposit, with respect to the Securities of any series
      called for redemption pursuant to Section 1104, with the Trustee or with
      a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate
      and hold in trust as provided in Section 1003) an amount of money in the
      applicable Currency sufficient to pay the Redemption Price of, and (except
      if the Redemption Date shall be an Interest Payment Date, unless otherwise
      specified pursuant to Section 301 or in the Securities of such series) any
      accrued interest on and Additional Amounts with respect thereto, all such
      Securities or portions thereof which are to be redeemed on that date.
    Securities Payable on Redemption Date.
    Notice of redemption having been given as aforesaid, the Securities so
      to be redeemed shall, on the Redemption Date, become due and payable at
      the Redemption Price therein specified, and from and after such date (unless
      the Company shall default in the payment of the Redemption Price and accrued
      interest) such Securities shall cease to bear interest and the Coupons for
      such interest appertaining to any Bearer Securities so to be redeemed, except
      to the extent provided below, shall be void. Upon surrender of any such
      Security for redemption in accordance with said notice, together with all
      Coupons, if any, appertaining thereto maturing after the Redemption Date,
      such Security shall be paid by the Company at the Redemption Price, together
      with any accrued interest and Additional Amounts to the Redemption Date;
      provided, however, that, except as otherwise provided in or
      pursuant to this Indenture or the Bearer Securities of such series, installments
      of interest on Bearer Securities whose Stated Maturity is on or prior to
      the Redemption Date shall be payable only upon presentation and surrender
      of Coupons for such interest (at an Office or Agency located outside the
      United States except as otherwise provided in Section 1002), and provided,
      further, that, except as otherwise specified in or pursuant to this
      Indenture or the Registered Securities of such series, installments of interest
      on Registered Securities whose Stated Maturity is on or prior to the Redemption
      Date shall be payable to the Holders of such Securities, or one or more
      Predecessor Securities, registered as such at the close of business on the
      Regular Record Dates therefor according to their terms and the provisions
      of Section 307.
    If any Bearer Security surrendered for redemption shall not be accompanied
      by all appurtenant Coupons maturing after the Redemption Date, such Security
      may be paid after deducting from the Redemption Price an amount equal to
      the face amount of all such missing Coupons, or the surrender of such missing
      Coupon or Coupons may be waived by the Company and the Trustee if there
      be furnished to them such security or indemnity as they may require to save
      each of them and any Paying Agent harmless. If thereafter the Holder of
      such Security shall surrender to the Trustee or any Paying Agent any such
      missing Coupon in respect of which a deduction shall have been made from
      the Redemption Price, such Holder shall be entitled to receive the amount
      so deducted; provided, however, that any interest or Additional
      Amounts represented by Coupons shall be payable only upon presentation and
      surrender of those Coupons at an Office or Agency for such Security located
      outside of the United States except as otherwise provided in Section 1002.
    If any Security called for redemption shall not be so paid upon surrender
      thereof for redemption, the principal and any premium, until paid, shall
      bear interest from the Redemption Date at the rate prescribed therefor in
      the Security.
    Securities Redeemed in Part.Any Registered Security which is to be redeemed only in part shall be surrendered
    at any Office or Agency for such Security (with, if the Company or the Trustee
    so requires, due endorsement by, or a written instrument of transfer in form
    satisfactory to the Company and the Trustee duly executed by, the Holder thereof
    or his attorney duly authorized in writing) and the Company shall execute
    and the Trustee shall authenticate and deliver to the Holder of such Security
    without service charge, a new Registered Security or Securities of the same
    series, containing identical terms and provisions, of any authorized denomination
    as requested by such Holder in aggregate principal amount equal to and in
    exchange for the unredeemed portion of the principal of the Security so surrendered.
    If a Security in global form is so surrendered, the Company shall execute,
    and the Trustee shall authenticate and deliver to the U.S. Depository or other
    Depository for such Security in global form as shall be specified in the Company
    Order with respect thereto to the Trustee, without service charge, a new Security
    in global form in a denomination equal to and in exchange for the unredeemed
    portion of the principal of the Security in global form so surrendered.
  Sinking Funds
  Applicability of Article.
    The provisions of this Article shall be applicable to any sinking fund
      for the retirement of Securities of a series, except as otherwise permitted
      or required in or pursuant to this Indenture or any Security of such series
      issued pursuant to this Indenture.
    The minimum amount of any sinking fund payment provided for by the terms
      of Securities of any series is herein referred to as a "mandatory sinking
      fund payment", and any payment in excess of such minimum amount provided
      for by the terms of Securities of such series is herein referred to as an
      "optional sinking fund payment". If provided for by the terms
      of Securities of any series, the cash amount of any sinking fund payment
      may be subject to reduction as provided in Section 1202. Each sinking fund
      payment shall be applied to the redemption of Securities of any series as
      provided for by the terms of Securities of such series and this Indenture.
    Satisfaction of Sinking Fund Payments with Securities.
    The Company may, in satisfaction of all or any part of any sinking fund
      payment with respect to the Securities of any series to be made pursuant
      to the terms of such Securities (1) deliver Outstanding Securities of such
      series (other than any of such Securities previously called for redemption
      or any of such Securities in respect of which cash shall have been released
      to the Company), together in the case of any Bearer Securities of such series
      with all unmatured Coupons appertaining thereto, and (2) apply as a credit
      Securities of such series which have been redeemed either at the election
      of the Company pursuant to the terms of such series of Securities or through
      the application of permitted optional sinking fund payments pursuant to
      the terms of such Securities, provided that such Securities have not been
      previously so credited. Such Securities shall be received and credited for
      such purpose by the Trustee at the Redemption Price specified in such Securities
      for redemption through operation of the sinking fund and the amount of such
      sinking fund payment shall be reduced accordingly. If as a result of the
      delivery or credit of Securities of any series in lieu of cash payments
      pursuant to this Section 1202, the principal amount of Securities of such
      series to be redeemed in order to satisfy the remaining sinking fund payment
      shall be less than $100,000, the Trustee need not call Securities of such
      series for redemption, except upon Company Request, and such cash payment
      shall be held by the Trustee or a Paying Agent and applied to the next succeeding
      sinking fund payment, provided, however, that the Trustee
      or such Paying Agent shall at the request of the Company from time to time
      pay over and deliver to the Company any cash payment so being held by the
      Trustee or such Paying Agent upon delivery by the Company to the Trustee
      of Securities of that series purchased by the Company having an unpaid principal
      amount equal to the cash payment requested to be released to the Company.
    Redemption of Securities for Sinking Fund.Not less than 75 days prior to each sinking fund payment date for any series
    of Securities, the Company shall deliver to the Trustee an Officers’
    Certificate specifying the amount of the next ensuing mandatory sinking fund
    payment for that series pursuant to the terms of that series, the portion
    thereof, if any, which is to be satisfied by payment of cash and the portion
    thereof, if any, which is to be satisfied by delivering and crediting of Securities
    of that series pursuant to Section 1202, and the optional amount, if any,
    to be added in cash to the next ensuing mandatory sinking fund payment, and
    will also deliver to the Trustee any Securities to be so credited and not
    theretofore delivered. If such Officers’ Certificate shall specify an
    optional amount to be added in cash to the next ensuing mandatory sinking
    fund payment, the Company shall thereupon be obligated to pay the amount therein
    specified. Not less than 60 days before each such sinking fund payment date
    the Trustee shall select the Securities to be redeemed upon such sinking fund
    payment date in the manner specified in Section 1103 and cause notice of the
    redemption thereof to be given in the name of and at the expense of the Company
    in the manner provided in Section 1104. Such notice having been duly given,
    the redemption of such Securities shall be made upon the terms and in the
    manner stated in Section 1106 and Section 1107.
  Repayment at the Option of Holders
  Applicability of Article.Securities of any series which are repayable at the option of the Holders
    thereof before their Stated Maturity shall be repaid in accordance with the
    terms of the Securities of such series. The repayment of any principal amount
    of Securities pursuant to such option of the Holder to require repayment of
    Securities before their Stated Maturity, for purposes of Section 309, shall
    not operate as a payment, redemption or satisfaction of the Indebtedness represented
    by such Securities unless and until the Company, at its option, shall deliver
    or surrender the same to the Trustee with a directive that such Securities
    be cancelled. Notwithstanding anything to the contrary contained in this Section
    1301, in connection with any repayment of Securities, the Company may arrange
    for the purchase of any Securities by an agreement with one or more investment
    bankers or other purchasers to purchase such Securities by paying to the Holders
    of such Securities on or before the close of business on the repayment date
    an amount not less than the repayment price payable by the Company on repayment
    of such Securities, and the obligation of the Company to pay the repayment
    price of such Securities shall be satisfied and discharged to the extent such
    payment is so paid by such purchasers.
  Securities in Foreign Currencies
  Applicability of Article.Whenever this Indenture provides for (i) any action by, or the determination
    of any of the rights of, Holders of Securities of any series in which not
    all of such Securities are denominated in the same Currency, or (ii) any distribution
    to Holders of Securities, in the absence of any provision to the contrary
    pursuant to this Indenture or the Securities of any particular series, any
    amount in respect of any Security denominated in a Foreign Currency shall
    be treated for any such action or distribution as that amount of Dollars that
    could be obtained, for such amount on such reasonable basis of exchange and
    as of the record date with respect to Registered Securities of such series
    (if any) for such action, determination of rights or distribution (or, if
    there shall be no applicable record date, such other date reasonably proximate
    to the date of such action, determination of rights or distribution) as the
    Company may specify in a written notice to the Trustee or, in the absence
    of such written notice, as the Trustee may determine.
  Meetings of Holders of Securities
  Purposes for Which Meetings May Be Called.
    A meeting of Holders of Securities of any series may be called at any time
      and from time to time pursuant to this Article to make, give or take any
      request, demand, authorization, direction, notice, consent, waiver or other
      Act provided by this Indenture to be made, given or taken by Holders of
      Securities of such series.
    Call, Notice and Place of Meetings.
    The Trustee may at any time and from time to time call a meeting of
        Holders of Securities of any series for any purpose specified in Section
        1501, to be held at such time and at such place in the Borough of Manhattan,
        The City of New York, or in such place as the Trustee shall determine.
        Notice of every meeting of Holders of Securities of any series, setting
        forth the time and the place of such meeting and in general terms the
        action proposed to be taken at such meeting, shall be given, in the manner
        provided in Section 106, not less than 21 nor more than 180 days prior
        to the date fixed for the meeting.
      In case at any time the Company (by or pursuant to a Board Resolution)
        or the Holders of at least 10% in principal amount of the Outstanding
        Securities of any series shall have requested the Trustee to call a meeting
        of the Holders of Securities of such series for any purpose specified
        in Section 1501, by written request setting forth in reasonable detail
        the action proposed to be taken at the meeting, and the Trustee shall
        not have mailed notice of or made the first publication of the notice
        of such meeting within 21 days after receipt of such request (whichever
        shall be required pursuant to Section 106) or shall not thereafter proceed
        to cause the meeting to be held as provided herein, then the Company or
        the Holders of Securities of such series in the amount above specified,
        as the case may be, may determine the time and the place in the Borough
        of Manhattan, The City of New York, or, if Securities of such series have
        been issued in whole or in part as Bearer Securities, in London for such
        meeting and may call such meeting for such purposes by giving notice thereof
        as provided in clause (1) of this Section.Persons Entitled to Vote at Meetings.
    To be entitled to vote at any meeting of Holders of Securities of any series,
      a Person shall be (1) a Holder of one or more Outstanding Securities of
      such series, or (2) a Person appointed by an instrument in writing as proxy
      for a Holder or Holders of one or more Outstanding Securities of such series
      by such Holder or Holders. The only Persons who shall be entitled to be
      present or to speak at any meeting of Holders of Securities of any series
      shall be the Persons entitled to vote at such meeting and their counsel,
      any representatives of the Trustee and its counsel and any representatives
      of the Company and its counsel.
    Quorum; Action.
    The Persons entitled to vote a majority in principal amount of the Outstanding
      Securities of a series shall constitute a quorum for a meeting of Holders
      of Securities of such series; provided, however, that if any
      action is to be taken at such meeting with respect to a consent or waiver
      which this Indenture expressly provides may be given by the Holders of at
      least 66-2/3% in principal amount of the Outstanding Securities of a series,
      the Persons entitled to vote 66-2/3% in principal amount of the Outstanding
      Securities of such series shall constitute a quorum. In the absence of a
      quorum within 30 minutes after the time appointed for any such meeting,
      the meeting shall, if convened at the request of Holders of Securities of
      such series, be dissolved. In any other case the meeting may be adjourned
      for a period of not less than 10 days as determined by the chairman of the
      meeting prior to the adjournment of such meeting. In the absence of a quorum
      at any such adjourned meeting, such adjourned meeting may be further adjourned
      for a period of not less than 10 days as determined by the chairman of the
      meeting prior to the adjournment of such adjourned meeting. Notice of the
      reconvening of any adjourned meeting shall be given as provided in Section
      1502(1), except that such notice need be given only once not less than five
      days prior to the date on which the meeting is scheduled to be reconvened.
      Notice of the reconvening of an adjourned meeting shall state expressly
      the percentage, as provided above, of the principal amount of the Outstanding
      Securities of such series which shall constitute a quorum.
    Except as limited by the proviso to Section 902, any resolution presented
      to a meeting or adjourned meeting duly reconvened at which a quorum is present
      as aforesaid may be adopted only by the affirmative vote of the Holders
      of a majority in principal amount of the Outstanding Securities of that
      series; provided, however, that, except as limited by the
      proviso to Section 902, any resolution with respect to any consent or waiver
      which this Indenture expressly provides may be given by the Holders of at
      least 66-2/3% in principal amount of the Outstanding Securities of a series
      may be adopted at a meeting or an adjourned meeting duly convened and at
      which a quorum is present as aforesaid only by the affirmative vote of the
      Holders of 66-2/3% in principal amount of the Outstanding Securities of
      that series; and provided, further, that, except as limited
      by the proviso to Section 902, any resolution with respect to any request,
      demand, authorization, direction, notice, consent, waiver or other Act which
      this Indenture expressly provides may be made, given or taken by the Holders
      of a specified percentage, which is less than a majority, in principal amount
      of the Outstanding Securities of a series may be adopted at a meeting or
      an adjourned meeting duly reconvened and at which a quorum is present as
      aforesaid by the affirmative vote of the Holders of such specified percentage
      in principal amount of the Outstanding Securities of such series.
    Any resolution passed or decision taken at any meeting of Holders of Securities
      of any series duly held in accordance with this Section shall be binding
      on all the Holders of Securities of such series and the Coupons appertaining
      thereto, whether or not such Holders were present or represented at the
      meeting.
    Determination of Voting Rights; Conduct and Adjournment of Meetings.
    Notwithstanding any other provisions of this Indenture, the Trustee
        may make such reasonable regulations as it may deem advisable for any
        meeting of Holders of Securities of such series in regard to proof of
        the holding of Securities of such series and of the appointment of proxies
        and in regard to the appointment and duties of inspectors of votes, the
        submission and examination of proxies, certificates and other evidence
        of the right to vote, and such other matters concerning the conduct of
        the meeting as it shall deem appropriate. Except as otherwise permitted
        or required by any such regulations, the holding of Securities shall be
        proved in the manner specified in Section 104 and the appointment of any
        proxy shall be proved in the manner specified in Section 104 or by having
        the signature of the Person executing the proxy witnessed or guaranteed
        by any trust company, bank or banker authorized by Section 104 to certify
        to the holding of Bearer Securities. Such regulations may provide that
        written instruments appointing proxies, regular on their face, may be
        presumed valid and genuine without the proof specified in Section 104
        or other proof.
      The Trustee shall, by an instrument in writing, appoint a temporary
        chairman of the meeting, unless the meeting shall have been called by
        the Company or by Holders of Securities as provided in Section 1502(2),
        in which case the Company or the Holders of Securities of the series calling
        the meeting, as the case may be, shall in like manner appoint a temporary
        chairman. A permanent chairman and a permanent secretary of the meeting
        shall be elected by vote of the Persons entitled to vote a majority in
        principal amount of the Outstanding Securities of such series represented
        at the meeting.
      At any meeting, each Holder of a Security of such series or proxy shall
        be entitled to one vote for each $1,000 principal amount of Securities
        of such series held or represented by him; provided, however,
        that no vote shall be cast or counted at any meeting in respect of any
        Security challenged as not Outstanding and ruled by the chairman of the
        meeting to be not Outstanding. The chairman of the meeting shall have
        no right to vote, except as a Holder of a Security of such series or proxy.
      Any meeting of Holders of Securities of any series duly called pursuant
        to Section 1502 at which a quorum is present may be adjourned from time
        to time by Persons entitled to vote a majority in principal amount of
        the Outstanding Securities of such series represented at the meeting;
        and the meeting may be held as so adjourned without further notice.Counting Votes and Recording Action of Meetings.The vote upon any resolution submitted to any meeting of Holders of Securities
  of any series shall be by written ballots on which shall be subscribed the signatures
  of the Holders of Securities of such series or of their representatives by proxy
  and the principal amounts and serial numbers of the Outstanding Securities of
  such series held or represented by them. The permanent chairman of the meeting
  shall appoint two inspectors of votes who shall count all votes cast at the
  meeting for or against any resolution and who shall make and file with the permanent
  secretary of the meeting their verified written reports in triplicate of all
  votes cast at the meeting. A record, at least in triplicate, of the proceedings
  of each meeting of Holders of Securities of any series shall be prepared by
  the permanent secretary of the meeting and there shall be attached to said record
  the original reports of the inspectors of votes on any vote by ballot taken
  thereat and affidavits by one or more Persons having knowledge of the facts
  setting forth a copy of the notice of the meeting and showing that said notice
  was given as provided in Section 1502 and, if applicable, Section 1504. Each
  copy shall be signed and verified by the affidavits of the permanent chairman
  and secretary of the meeting and one such copy shall be delivered to the Company,
  and another to the Trustee to be preserved by the Trustee, the latter to have
  attached thereto the ballots voted at the meeting. Any record so signed and
  verified shall be conclusive evidence of the matters therein stated.
This instrument may be executed in any number of counterparts, each of which
  so executed shall be deemed to be an original, but all such counterparts shall
  together constitute but one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this indenture to be duly
  executed as of the day and year first above written.
CONTROLADORA COMERCIAL MEXICANA, S.A. DE
                        C.V.
                      By	/s/ Francisco Martínez de
                        la VegaName: Francisco Martínez de la Vega
                        Title: Chief Financial and Administrative Officer
                      THE BANK OF NEW YORK, as Trustee
                      By	/s/ Walter D. SalvatoriName: Walter D. Salvatori
                        Title: Vice-PresidentCONTROLADORA COMERCIAL MEXICANA, S.A. de C.V.,
as Issuer,
THE BANK OF NEW YORK,
as Trustee, Registrar, Paying Agent
and Transfer Agent
and
DEXIA BANQUE INTERNATIONALE À LUXEMBOURG, SOCIÉTÉ
  ANONYME,
as Luxembourg Paying Agent
and Transfer Agent
_________________
FIRST SUPPLEMENTAL INDENTURE
Dated as of June 1, 2005
__________________
Supplementing the Trust Indenture
Dated as of June 1, 2005
___________________
$200,000,000
6.625% Senior Notes due 2015

FIRST SUPPLEMENTAL INDENTURE, dated as of the 1st day of June, 2005, among
  CONTROLADORA COMERCIAL MEXICANA, S.A. DE C.V., a limited liability variable
  stock corporation (sociedad anónima de capital variable)
  organized under the laws of the United Mexican States (the "Issuer"
  or the "Company"), THE BANK OF NEW YORK, a New York banking corporation,
  having its Corporate Trust Office located at 101 Barclay Street, New York, New
  York 10286, as trustee (the "Trustee"), registrar ("Registrar"),
  paying agent ("Paying Agent") and transfer agent ("Transfer Agent"),
  and DEXIA BANQUE INTERNATIONALE À LUXEMBOURG, SOCIÉTÉ ANONYME,
  a bank duly incorporated and existing under the laws of Luxembourg, as paying
  agent and transfer agent (a "Paying Agent" and a "Transfer Agent,"
  as the case may be);
WHEREAS, the Company has heretofore executed and delivered to the Trustee an
  Indenture dated as of June 1, 2005 (the "Original Indenture" and,
  together with the First Supplemental Indenture, the "Indenture") providing
  for the issuance by the Company from time to time of its senior debt securities
  to be issued in one or more series (in the Original Indenture and herein called
  the "Securities");
WHEREAS, the Company, in the exercise of the power and authority conferred
  upon and reserved to it under the provisions of the Original Indenture and pursuant
  to appropriate resolutions of the Board of Directors, has duly determined to
  make, execute and deliver to the Trustee, on June 1, 2005, this First Supplemental
  Indenture to the Original Indenture in order to establish the form and terms
  of, and to provide for the creation and issue of, one series of Securities to
  be designated as the "6.625% Senior Notes due 2015" under the Original
  Indenture in the aggregate amount of $200,000,000 subject to 202 hereof;
WHEREAS, Section 901 of the Original Indenture provides, among other things,
  that the Company, when authorized by a Board Resolution, and the Trustee, at
  any time and from time to time, without the consent of any Holders, may enter
  into an indenture supplemental to the Original Indenture to establish the terms
  of Securities of any series as permitted by Sections 201 and 301 of the Original
  Indenture; and
WHEREAS, all things necessary to make the Securities, when executed by the
  Company and authenticated and delivered by the Trustee or any Authenticating
  Agent and issued upon the terms and subject to the conditions set forth hereinafter
  and in the Indenture against payment therefor, the valid, binding and legal
  obligations of the Company and to make this First Supplemental Indenture a valid,
  binding and legal agreement of the Company, have been done;
NOW, THEREFORE, This FIRST SUPPLEMENTAL INDENTURE WITNESSETH that, in order
  to establish the terms of the series of Securities designated as the 6.625%
  Senior Notes due 2015 and for and in consideration of the premises and of the
  covenants contained in the Original Indenture and in this First Supplemental
  Indenture and for other good and valuable consideration the receipt and sufficiency
  of which are hereby acknowledged, it is mutually covenanted and agreed as follows:
ARTICLE IDEFINITIONS AND OTHER
  PROVISIONS OF GENERAL APPLICATION
Section 101.	Definitions.Each capitalized term that is used herein and is defined in the Original Indenture
  shall have the meaning specified in the Original Indenture unless such term
  is otherwise defined herein.
"Applicable Procedures"means, with respect to any transfer
  or exchange of or for beneficial interests in any Global Note, the rules and
  procedures of DTC, Euroclear or Clearstream Banking, as the case may be, that
  apply to such transfer or exchange.
"Clearstream Banking"shall mean Clearstream Banking, société
  anonyme(formerly Cedelbank) or any successor.
"Depositary"shall mean DTCor its nominee, or any
  other depositary appointed by the Company, provided,however,that such depositary shall have an address in the Borough of Manhattan,
  in the City of New York.
"DTC" shall mean The Depository Trust Company.
"Euroclear"shall mean the Euroclear System or any successor.
"Global Securities"or "Global Security"shall
  have the meaning assigned to it in Section 203 hereof.
"Initial Purchasers"shall mean Credit Suisse First Boston
  LLC and Citigroup Global Markets Inc.
"Interest Payment Date"shall have the meaning assigned to
  it in Section 206 hereof.
"Notes"shall mean the Company’s 6.625% Senior Notes
  due 2015.
"Remaining Scheduled Payments"shall mean, with respect to
  the Notes, the remaining scheduled payments of principal thereof and interest
  thereon that would be due after the related Redemption Date but for such redemption.
"Securities"shall mean the Notes.
"Securities Act"shall mean the United States Securities Act
  of 1933, as amended.
Section 102.	Section References.Each reference to a particular Section set forth in this First Supplemental
  Indenture shall, unless the context otherwise requires, refer to this First
  Supplemental Indenture.
ARTICLE II
  TITLE AND TERMS OF THE SECURITIES
Section 201.	Title of
        the Securities.The title of the Securities of the series established hereby is the "6.625%
  Senior Notes due 2015".
Section 202.	Amount and
        Denominations.The aggregate principal amount of the Notes which may be authenticated and
  delivered under this First Supplemental Indenture is limited to $200,000,000,
  except for Securities of such series authenticated and delivered upon registration
  of transfer of, or in exchange for, or in lieu of, other Securities of the same
  series pursuant to Section 305, 306, 904 or 1107 of the Original Indenture;
  provided,however,that the Notes may be reopened, without
  the consent of the Holders thereof, for issuance of additional Securities of
  the same series.
Section 203.	Registered
        Securities.The certificates for the Notes shall be Registered Securities in global form
  and shall be in substantially the forms attached hereto as Exhibits A-1 and
  A-2 (collectively, the "Global Securities," each a "Global Security"),
  and shall bear the legends as are inscribed thereon.
Section 204.	Issuance
        and Pricing.The Notes shall be issued under the Indenture and sold by the Company to the
  Initial Purchasers at a price equal to 99.125% of the principal amount thereof.
Section 205.	Stated Maturity.The Stated Maturity of the Notes on which the principal thereof is due and
  payable shall be June 1, 2015.
Section 206.	Interest.The principal of the Notes shall bear interest from the later of June 1, 2005
  or from the most recent Interest Payment Date to which interest has been paid
  or provided for, payable semiannually on June 1 and December 1 of each year,
  commencing December 1, 2005 to the Persons in whose names the Notes (or one
  or more Predecessor Securities) are registered at the close of business on the
  fifteenth calendar day preceding such Interest Payment Date. Interest payable
  at maturity will be payable to the person to whom principal is payable on that
  date. Interest on the Notes shall be computed on the basis of a 360-day year
  of twelve 30- day months. If any Interest Payment Date or Maturity would otherwise
  be a day that is not a Business Day, the related payment of principal, interest,
  premium and Additional Amounts will be made on the next succeeding Business
  Day as if it were made on the date the payment was due, and no interest will
  accrue on the amounts so payable for the period from and after the Interest
  Payment Date or the Maturity, as the case may be, to the next succeeding Business
  Day.
Interest on the Notes will accrue at the rate of 6.625% per annum, until the
  principal thereof is paid or made available for payment.
Section 207.	Registration,
        Transfer and Exchange.The principal of, interest, premium and Additional Amounts on the Notes shall
  be payable and the Notes may be surrendered or presented for payment, the Notes
  may be surrendered for registration of transfer or exchange, and notices and
  demands to or upon the Company in respect of the Notes and the Indenture may
  be served, at the office or agency of the Company maintained for such purposes
  in The City of New York, State of New York, and so long as any Notes are listed
  on the Luxembourg Stock Exchange and the rules of the Luxembourg Stock Exchange
  so require, a Paying Agent and a Transfer Agent with a specified office in Luxembourg,
  from time to time; provided,however,that atthe
  option of the Company payment of interest on either series may be made by check
  mailed to the address of the Persons entitled thereto, as such addresses shall
  appear in the Security Register.
The Company hereby initially appoints the Trustee at its office in the City
  of New York as the Registrar, a Paying Agent and a Transfer Agent under the
  Indenture and the Trustee, by its execution hereof, accepts such appointment;
  provided,however,that (subject to Section 1002 of the
  Indenture) the Company may at any time remove the Trustee at its office or agency
  in The City of New York designated for the foregoing purposes and may from time
  to time designate one or more other offices or agencies for the foregoing purposes
  and may from time to time rescind such designations. The Company hereby initially
  appoints Dexia Banque Internationale àLuxembourg, Société
  Anonyme at its office at 69 route d’Esch, L-2953 Luxembourg, to act as
  a Paying Agent and Transfer Agent under the Indenture and Dexia Banque Internationale
  à Luxembourg, Société Anonyme, by its execution hereof,
  hereby accepts such appointment. The Trustee, the Registrar, each Paying Agent
  and Transfer Agent shall keep copies of the Indenture available for inspection
  and copying by holders of the Notes during normal business hours at their respective
  offices.
Notwithstanding the foregoing, a Holder of $10 million or more in aggregate
  principal amount of certificated Notes on a Regular Record Date shall be entitled
  to receive interest payments, if any, on any Interest Payment Date, other than
  an Interest Payment Date that is also the date of Maturity, by wire transfer
  of immediately available funds if appropriate wire transfer instructions have
  been received in writing by the Trustee not less than 15 calendar days prior
  to the applicable Interest Payment Date. Any wire transfer instructions received
  by the Trustee will remain in effect until revoked by the Holder. Any interest
  not punctually paid or duly provided for on a certificated note on any interest
  payment date other than the maturity date will cease to be payable to the Holder
  of the Note as of the close of business on the related record date and may either
  be paid (1) to the person in whose name the certificated note is registered
  at the close of business on a special record date for the payment of the defaulted
  interest that is fixed by the Company, written notice of which will be given
  to the holders of the notes not less than 30 calendar days prior to the special
  record date, or (2) at any time in any other lawful manner.
Rule 144A Security to Regulation S Security.If a holder of a beneficial
  interest in the Rule 144A Security deposited with the Depositary wishes at any
  time to exchange all or a portion of its interest in such Rule 144A Security,
  for a beneficial interest in the Regulation S Security, or to transfer all or
  a portion of its interest in such Rule 144A Security to a Person who wishes
  to take delivery thereof in the form of a beneficial interest in such Regulation
  S Security, such holder may, subject to the rules and procedures of the Depositary
  and to the requirements set forth below, exchange or cause the exchange or transfer
  or cause the transfer of such beneficial interest for an equivalent beneficial
  interest in such Regulation S Security.
Upon receipt by the Trustee, as transfer agent, at its office in The City
  of New York of (1) instructions given in accordance with the Depositary’s
  procedures from an agent member directing the Trustee to credit or cause to
  be credited a beneficial interest in the Regulation S Security in an amount
  equal to the beneficial interest in the Rule 144A Security to be exchanged or
  transferred, (2) a written order given in accordance with the Depositary’s
  procedures containing information regarding the account to be credited with
  such increase and (3) a certificate substantially in the form of Exhibit B hereto,
  in the case of transfers prior to the expiration of the "distribution compliance
  period" (as defined in Regulation S), or Exhibit C, in the case of transfers
  after the expiration of the "distribution compliance period" given
  by the holder of such beneficial interest, the Trustee, as transfer agent, shall
  instruct the Depositary, its nominee, or the custodian for the Depositary, as
  the case may be, to reduce or reflect on its records a reduction of the Rule
  144A Security by the aggregate principal amount of the beneficial interest in
  such Rule 144A Security to be so exchanged or transferred and the Trustee, as
  transfer agent, shall instruct the Depositary, its nominee, or the custodian
  for the Depositary, as the case may be, concurrently with such reduction, to
  increase or reflect on its records an increase of the principal amount of such
  Regulation S Security by the aggregate principal amount of the beneficial interest
  in such Rule 144A Security to be so exchanged or transferred, and to credit
  or cause to be credited to the account of the Person specified in such instructions
  a beneficial interest in such Regulation S Security equal to the reduction in
  the principal amount of such Rule 144A Security.
Regulation S Security to Rule 144A Security.If a holder of a beneficial
  interest in the Regulation S Security which is deposited with the Depositary
  wishes at any time to exchange its interest for a beneficial interest in the
  Rule 144A Security, or to transfer its beneficial interest in the Rule 144A
  Security, or to transfer its beneficial interest in such Regulation S Security
  to a person who wishes to take delivery thereof in the form of a beneficial
  interest in such Rule 144A Security, such holder may, subject to the rules and
  procedures of Euroclear or Clearstream Banking or the Depositary, as the case
  may be, and to the requirements set forth in the following sentence, exchange
  or cause the exchange or transfer or cause the transfer of such interest for
  an equivalent beneficial interest in such Rule 144A Security.
Upon receipt by the Trustee, as transfer agent, at its offices in The City
  of New York of (1) instructions from Euroclear or Clearstream Banking or the
  Depositary, as the case may be, directing the Trustee, as transfer agent, to
  credit or cause to be credited a beneficial interest in the Rule 144A Security
  in an amount equal to the beneficial interest in the Regulation S Security to
  be exchanged or transferred, such instructions to contain information regarding
  the agent member’s account with the Depositary to be credited with such
  increase, and (2) with respect to an exchange or transfer of a beneficial interest
  in the Regulation S Security for a beneficial interest in the Rule 144A Security,
  a certificate substantially in the form of Exhibit D hereto given by the holder
  of such beneficial interest, the Trustee, as transfer agent, shall instruct
  the Depositary, its nominee, or the custodian for the Depositary, as the case
  may be, to reduce or reflect on its records a reduction of the Regulation S
  Security, as the case may be, by the aggregate principal amount of the beneficial
  interest in such Regulation S Security to be exchanged or transferred, and the
  Trustee, as transfer agent, shall instruct the Depositary, its nominee, or the
  custodian for the Depositary, as the case may be, concurrently with such reduction,
  to increase or reflect on its records an increase of the principal amount of
  such Rule 144A Security by the aggregate principal amount of the beneficial
  interest in such Regulation S Security, as the case may be, to be so exchanged
  or transferred, and to credit or cause to be credited to the account of the
  Person specified in such instructions a beneficial interest in such Rule 144A
  Security equal to the reduction in the principal amount of such Regulation S
  Security, as the case may be.
Section 208.	Redemption
        of the Securities.The Notes are redeemable by the Company pursuant to Sections 1008 and 1009
  of the Original Indenture in accordance with Article Eleven thereof.
Section 209.	Denominations.Interests in the Rule 144A Security shall be in minimum denominations of $100,000
  and integral multiples of $1,000 in excess thereof and interests in the Regulation
  S Security shall be in minimum denominations of $100,000 and integral multiples
  of $1,000 in excess thereof.
Section 210.	Currency.The interest, premium, if any, Additional Amounts, if any, and principal on
  the Notes shall be payable only in Dollars.
Section 211.	Applicability
        of Certain Indenture Provisions.All Sections of the Original Indenture shall apply to the Notes, except for
  Articles Twelve, Thirteen and Fourteen.
Section 212.	Security
        Registrar and Paying Agent.The Trustee shall be Security Registrar and the initial Paying Agent and initial
  Transfer Agent for the Notes (subject to the Company’s right (subject
  to Section 1002 of the Indenture) to remove the Trustee as such Paying Agent
  and or Transfer Agent with respect to each series and or, from time to time,
  to designate one or more co-registrars and one or more other Paying Agents and
  Transfer Agents and to rescind from time to time any such designations), and
  The City of New York is designated as a Place of Payment for the Notes. The
  Company shall maintain a Paying Agent and Transfer Agent in Luxembourg for so
  long as any Notes are listed on the Luxembourg Stock Exchange.
Section 213.	Global Securities.(a) Form of Securities. The Notes may be issued in whole or in part
      in the form of one or more Global Securities in fully registered form. No
      Notes will be issued in bearer form. The initial Depositary for the Global
      Securities of each series shall be DTC, and the depositary arrangements
      shall be those employed by whoever shall be the Depositary with respect
      to the Notes from time to time.
    (b) Rule 144A Securities. Notes initially offered and sold in
      reliance on Rule 144A to QIBs shall be issued in the form of permanent Global
      Securities in definitive, fully registered form, without interest coupons,
      substantially in the form of Exhibit A-1 (the "Rule 144A Security").
      The Rule 144A Security shall be deposited on behalf of the purchasers of
      the Notes represented thereby with the custodian for the Depositary, and
      registered in the name of a nominee of the Depositary, duly executed by
      the Company and authenticated by the Trustee as provided in the Original
      Indenture. The aggregate principal amount of the Rule 144A Security may
      from time to time be increased or decreased by adjustments made on the records
      of the custodian for the Depositary or its nominee, as the case may be.
    (c) Regulation S Securities. Notes offered and sold in reliance
      on Regulation S shall be issued in the form of Global Securities in definitive,
      fully registered form, without interest coupons, substantially in the form
      of Exhibit A-2 (the "Regulation S Security"). The Regulation S
      Security shall be deposited on behalf of the purchasers of the Notes represented
      thereby with the custodian for the Depositary, and registered in the name
      of a nominee of the Depositary, duly executed by the Company and authenticated
      by the Trustee as provided herein, for credit to their respective accounts
      (or to such other accounts as they may direct) at Euroclear or Clearstream
      Banking. During the Restricted Period, interests in a Regulation S Security
      may be exchanged for interests in the Rule 144A Security. The aggregate
      principal amount of the Regulation S Security may from time to time be increased
      or decreased by adjustments made on the records of the custodian for the
      Depositary or the Depositary or its nominee, as the case may be, as provided
      herein.Each Global Security authenticated under this Indenture shall be registered
  in the name of the Depositary or a nominee thereof and delivered to such Depositary
  or a nominee thereof or custodian therefor, and each such Global Security shall
  constitute a single Security for all purposes of this Indenture.
Notwithstanding any other provision in this Indenture or the Securities,
  no Global Security may be exchanged, in whole or in part for certificated Notes,
  and no transfer of a Global Security in whole or in part may be registered,
  in the name of any Person, other than the Depositary or a nominee thereof unless
  (A) the Depositary has notified the Company that it is unwilling or unable to
  continue as Depositary for such Global Security or (B) the Depositary has ceased
  to be a clearing agency registered under the Exchange Act, or (C) there shall
  have occurred and be continuing an Event of Default with respect to such Global
  Security or (D) the Company in its sole discretion determines that the Global
  Securities (in whole not in part) should be exchanged for certificated Notes
  and delivers a written notice to such effect to the Trustee; provided, however,that interests in the Regulation S Security will not be exchangeable for
  certificated Notes until expiration of the Restricted Period and receipt of
  certification of non-U.S. beneficial ownership. Any Global Security exchanged
  pursuant to Clause (A) or (B) above shall be so exchanged in whole and not in
  part and any Global Security exchanged pursuant to Clause (C) above may be exchanged
  in whole or from time to time in part in the manner directed by the Depositary.
  In the event of the occurrence of any of the events specified in this paragraph,
  the Company will promptly make available to the Trustee a reasonable supply
  of certificated Notes in definitive, fully registered form, without interest
  coupons.
Upon any exchange, the certificated Notes shall be issued in definitive,
  fully-registered form, without interest coupons, shall have an aggregate principal
  amount equal to that of such Global Security or portion thereof to be so exchanged,
  shall be registered in such names and be in such denominations as the Depositary
  shall designate and shall bear any legends required hereunder. Any Global Security
  to be exchanged in whole shall be surrendered by the Depositary to the Trustee,
  as Security Registrar. With regard to any Global Security to be exchanged in
  part, either such Global Security shall be so surrendered for exchange or, if
  the Trustee is acting as custodian for the Depositary or its nominee with respect
  to such Global Security, the principal thereof shall be reduced, by an amount
  equal to the portion thereof to be so exchanged, by means of any appropriate
  adjustment made on the records of the Trustee. Upon any such surrender or adjustment,
  the Trustee shall authenticate and deliver the Security issuable on such exchange
  to or upon the order of the Depositary or an authorized representative thereof.
The provisions of the "Operating Procedures of the Euroclear System"
  and the "Terms and Conditions Governing Use of Euroclear" and the
  "Management Regulations" and "Instructions to Participants"
  of Clearstream Banking, respectively, shall be applicable to any Global Security
  insofar as interests in such Global Security are held by the agent members of
  Euroclear or Clearstream Banking. Account holders or participants in Euroclear
  and Clearstream Banking shall have no rights under the Indenture with respect
  to such Global Security, and the Depositary or its nominee may be treated by
  the Company, the Trustee, and any agent of the Company or the Trustee as the
  owner of such Global Security for all purposes whatsoever. Notwithstanding the
  foregoing, nothing herein shall prevent the Company, the Trustee, or any agent
  of the Company or the Trustee from giving effect to any written certification,
  proxy or other authorization furnished by the Depositary or impair, as between
  DTC and its agent members, the operation of customary practices governing the
  exercise of the rights of a holder of any Security.
Section 214.	[INTENTIONALLY
        OMITTED.]
Section 215.	Sinking Fund.The Notes shall not be subject to any sinking fund or similar provision and
  shall not be redeemable at the option of the holder thereof.
Section 216.	Conversion;
        Exchange.The Notes shall not be convertible into Common Stock. The Company and the Initial
  Purchasers, have entered into a Registration Rights Agreement dated the date
  hereof in the form of Exhibit F hereto, relating to the Notes.
Section 217.	Amendments.This First Supplemental Indenture may be amended by the Company without the
  consent of any holder of the Notes in order for the restrictions on transfer
  contained herein to be in compliance with applicable law or the Applicable Procedures.
Section 218.	Applicable
        Procedures.Notwithstanding anything else herein, the Company shall not be required to
  permit a transfer to a Global Note that is not permitted by the Applicable Procedures.
Section 219.	Paying and
        Transfer Agent.Dexia Banque Internationale à Luxembourg, Société Anonyme
  agrees that the provisions of Section 1003 of the Original Indenture shall be
  binding on it as Paying Agent and Transfer Agent.
ARTICLE III
  MISCELLANEOUS PROVISIONS
The Trustee makes no undertaking or representations in respect of, and shall
  not be responsible in any manner whatsoever for and in respect of, the validity
  or sufficiency of this First Supplemental Indenture or the proper authorization
  or the due execution hereof by the Company or for or in respect of the recitals
  and statements contained herein, all of which recitals and statements are made
  solely by the Company.
Except as expressly amended hereby, the Original Indenture shall continue in
  full force and effect in accordance with the provisions thereof and the Original
  Indenture is in all respects hereby ratified and confirmed.
This First Supplemental Indenture and all its provisions shall be deemed a
  part of the Original Indenture in the manner and to the extent herein and therein
  provided. This First Supplemental Indenture shall be governed by, and construed
  in accordance with, the laws of the State of New York, without regard to conflicts
  of laws principles thereof other than Section 5-1401 of the New York General
  Obligations Law.
This First Supplemental Indenture may be executed in any number of counterparts,
  each of which so executed shall be deemed to be an original, but all such counterparts
  shall together constitute but one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental
  Indenture to be duly executed as of the day and year first above written.
CONTROLADORA COMERCIAL MEXICANA, S.A. DE C.V., as IssuerBy:/s/ Francisco Martínez de la Vega
                        Name: 	Francisco Martínez de la Vega
                        Title: 	Chief Financial and
                        Administrative Officer
                        
                        THE BANK OF NEW YORK,
                        as Trustee, Registrar, Paying Agent
                        and Transfer Agent
                        BY:/s/ Walter D. Salvatori
                        
                        Name: Walter D. Salvatori
                        Title: Vice-President
                        
                        DEXIA BANQUE INTERNATIONALE
                        À LUXEMBOURG, SOCIÉTÉ ANONYME,
                        as Luxembourg Paying Agent and Transfer
                        Agent
                        BY: /s/ Jean-Jacques Kinnen
                        Name: Jean-Jacques Kinnen
                        Title: Assistant Vice-PresidentExhibit A-1

RULE 144A SECURITY
THIS SECURITY IS A RULE 144A SECURITY WITHIN THE MEANING OF THE INDENTURE
  HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY (AS DEFINED
  IN THE INDENTURE) OR A NOMINEE THEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN
  WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM, THIS GLOBAL SECURITY MAY
  NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY,
  OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE
  DEPOSITARY, OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY
  OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.
UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
  DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY
  (AS DEFINED BELOW) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
  AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
  OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
  IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
  REPRESENTATIVE OF DTC) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
  OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF,
  CEDE & CO., HAS AN INTEREST HEREIN.
THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
  ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE OR OTHER
  SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN
  MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE
  DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE TRANSACTION IS
  EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES
  ACT. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT
  (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A
  UNDER THE SECURITIES ACT) OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS
  SECURITY IN AN "OFFSHORE TRANSACTION" PURSUANT TO RULE 903 OR 904
  OF REGULATION S, (2) AGREES THAT IT WILL NOT SELL OR OTHERWISE TRANSFER THIS
  SECURITY EXCEPT (A)(i) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED
  INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT
  ACQUIRING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL
  BUYER IN A TRANSACTION COMPLYING WITH RULE 144A, (ii) IN AN OFFSHORE TRANSACTION
  COMPLYING WITH THE REQUIREMENTS OF RULE 903 OR RULE 904 OF REGULATION S UNDER
  THE SECURITIES ACT, OR (iii) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER
  THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), AND (B) IN
  ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES
  AND OTHER JURISDICTIONS, AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO
  WHOM THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS
  LEGEND. AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION," "UNITED
  STATES" AND "U.S. PERSON" HAVE THE RESPECTIVE MEANINGS GIVEN
  TO THEM BY REGULATION S. UNDER THE SECURITIES ACT.
THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO BE BOUND
  BY THE PROVISIONS OF THE REGISTRATION RIGHTS AGREEMENT RELATING TO ALL THE SECURITIES.
CUSIP No. ____________	$_________________
No. R-1
Controladora Comercial Mexicana, S.A. de C.V.
6.625% Senior Notes due 2015
Rule 144A Security
Controladora Comercial Mexicana, S.A. de C.V., a limited liability variable
  stock company (sociedad anónima de capital variable), organized
  under the laws of the United Mexican States (hereinafter called the "Company",
  which term includes any successor corporation under the Indenture referred to
  below), for value received, hereby promises to pay to Cede & Co., or registered
  assigns, the principal sum of [____] dollars ($[____]) (or such lesser amount
  as shall be the outstanding principal amount of this Rule 144A Security shown
  in Schedule A hereto) on June 1, 2015 and to pay interest thereon from
  June 1, 2005or from the most recent date to which interest has been
  paid or provided for, semiannually on June 1 and December 1 in each year (each,
  an "Interest Payment Date"), commencing December 1, 2005 at the rate
  of 6.625% per annum, until the principal hereof is paid or made available for
  payment. Interest on this Note shall be calculated on the basis of a 360-day
  year consisting of twelve 30-day months. The interest so payable and paid or
  provided for on any Interest Payment Date will, as provided in such Indenture,
  be paid to the Person in whose name this Security (or one or more Predecessor
  Securities) is registered at the close of business on the Regular Record Date
  for such interest, which shall be the fifteenth calendar day (whether or not
  a Business Day) preceding such Interest Payment Date. Any such interest which
  is payable, but is not paid or provided for, on any Interest Payment Date shall
  forthwith cease to be payable to the registered Holder hereof on the relevant
  Regular Record Date by virtue of having been such Holder, and may be paid to
  the Person in whose name this Note (or one or more Predecessor Securities) is
  registered at the close of business on a Special Record Date for the payment
  of such Defaulted Interest to be fixed by the Company, notice whereof shall
  be given to the Holders of Notes of this Series not less than 10 days prior
  to such Special Record Date, or may be paid at any time in any other lawful
  manner not inconsistent with the requirements of any securities exchange on
  which the Notes may be listed, and upon such notice as may be required by such
  exchange, all as more fully provided in such Indenture.
Payment of the principal of and the interest on this Note will be made at the
  office or agency of the Company maintained for that purpose in The Borough of
  Manhattan, The City of New York, in such coin or currency of the United States
  of America as at the time of payment is legal tender for payment of public and
  private debts; provided, however, that, at the option of the Company, interest
  may be paid by check mailed to the address of the Person entitled thereto as
  such address shall appear in the Security Register; provided, further, that
  payment to DTC or any successor Depositary may be made by wire transfer to the
  account designated by DTC or such successor Depositary in writing.
This Security is a global Rule 144A Security issued on the date hereof which
  represents $[____] of the principal amount of the Company’s 6.625% Senior
  Notes due 2015, initially offered and sold to qualified institutional buyers,
  as defined in Rule 144A under the Securities Act. This Note is one of a duly
  authorized issue of securities of the Company (herein called the "Notes")
  issued and to be issued in one series under an Indenture dated as of June 1,
  2005 (together with the First Supplemental Indenture referred to below, the
  "Indenture") between the Company and The Bank of New York, as trustee
  (herein called the "Trustee", which term includes any successor trustee
  under the Indenture), to which Indenture and all indentures supplemental thereto
  reference is hereby made for a statement of the respective rights, limitations
  of rights, duties and immunities thereunder of the Company, the Trustee and
  the Holders of the Notes, and of the terms upon which the Notes are, and are
  to be, authenticated and delivered. This Note is one of the series designated
  on the face hereof, initially limited (subject to exceptions provided in the
  Indenture) to the aggregate principal amount specified in the First Supplemental
  Indenture between the Company, The Bank of New York, as Trustee, Registrar,
  Paying Agent and Transfer Agent and Dexia Banque Internationale à Luxembourg,
  Société Anonyme, as Luxembourg Paying Agent and Transfer Agent,
  dated as of June 1, 2005, establishing the terms of the Notes pursuant to the
  Indenture (the "First Supplemental Indenture").
If an Event of Default with respect to the Notes shall occur and be continuing,
  the principal of the Notes may be declared due and payable in the manner and
  with the effect provided in the Indenture.
The Indenture permits, with certain exceptions as therein provided, the amendment
  thereof and the modification of the rights and obligations of the Company and
  the rights of the Holders of the Securities of each series issued under the
  Indenture at any time by the Company and the Trustee with the consent of the
  Holders of not less than a majority in aggregate principal amount of the Securities
  at the time Outstanding of each series affected thereby. The Indenture also
  contains provisions permitting the Holders of specified percentages in aggregate
  principal amount of the Securities of any series at the time Outstanding, on
  behalf of the Holders of all Securities of such series, to waive compliance
  by the Company with certain provisions of the Indenture and certain past defaults
  under the Indenture and their consequences. Any such consent or waiver by the
  Holder of this Note shall be conclusive and binding upon such Holder and upon
  all future Holders of this Note and of any Notes issued upon the registration
  of transfer hereof or in exchange herefor or in lieu hereof, whether or not
  notation of such consent or waiver is made upon this Note or such Notes.
No reference herein to the Indenture and no provision of this Note or of the
  Indenture shall alter or impair the obligation of the Company, which is absolute
  and unconditional, to pay the principal of and interest on this Note, at the
  times, place and rate, and in the coin or currency, herein and in the Indenture
  prescribed.
As provided in the Indenture and subject to certain limitations set forth therein
  and in this Note, the transfer of this Note may be registered on the Security
  Register upon surrender of this Note for registration of transfer at the office
  or agency of the Company maintained for the purpose in any place where the principal
  of and interest on this Note are payable, duly endorsed by, or accompanied by
  a written instrument of transfer in form satisfactory to the Company and the
  Security Registrar duly executed by, the Holder hereof or by his attorney duly
  authorized in writing, and thereupon one or more new Notes of this series and
  of like tenor, of authorized denominations and for the same aggregate principal
  amount, will be issued to the designated transferee or transferees.
The Notes are issuable in book-entry fully registered form without coupons
  in minimum denominations of $100,000, and integral multiples of $1,000 as specified
  in the First Supplemental Indenture establishing the terms of the Notes and
  as more fully provided in the Original Indenture. As provided in the Original
  Indenture, and subject to certain limitations set forth in the Original Indenture
  and in this Note, the Notes are exchangeable for a like aggregate principal
  amount of Notes of this Series in different authorized denominations, as requested
  by the Holders surrendering the same.
No service charge shall be made for any such registration of transfer or exchange,
  but the Company may require payment of a sum sufficient to cover any tax or
  other governmental charge payable in connection therewith, other than in certain
  cases provided in the Indenture.
Interests in this Note are exchangeable or transferable in whole or in part
  for interests in the Regulation S Security, of the same series, only if such
  exchange or transfer complies with the terms for transfer contained in the Indenture.
Prior to due presentment of this Note for registration of transfer, the Company,
  the Trustee and any agent of the Company or the Trustee may treat the Person
  in whose name this Note is registered as the owner hereof for all purposes,
  whether or not this Note be overdue, and neither the Company, the Trustee nor
  any such agent shall be affected by notice to the contrary.
The Indenture contains provisions whereby (i) the Company may be discharged
  from its obligations with respect to the Notes (subject to certain exceptions)
  or (ii) the Company may be released from its obligation under specified covenants
  and agreements in the Indenture, in each case if the Company irrevocably deposits
  with the Trustee money or U.S. Government Obligations sufficient to pay and
  discharge the entire indebtedness on all Notes of this series, and satisfies
  certain other conditions, all as more fully provided in the Indenture.
This Note shall be governed by and construed in accordance with the laws of
  the State of New York without giving effect to any provisions relating to conflicts
  of laws other than Section 5-1401 of the New York General Obligations Law.
All terms used in this Note which are defined in the Indenture shall have the
  meanings assigned to them in the Indenture.
Unless the certificate of authentication hereon has been executed by or on
  behalf of the Trustee under the Indenture by the manual signature of one of
  its authorized signatories, this Note shall not be entitled to any benefits
  under the Indenture or be valid or obligatory for any purpose.

IN WITNESS WHEREOF, the Company has caused this instrument to be signed manually
  or by facsimile by its duly authorized signatory.

CONTROLADORA COMERCIAL MEXICANA, S.A. de C.V.By:Name:Title:
TRUSTEE’S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein referred to
  in the within-mentioned Indenture.

Dated: June 1, 2005
    The Bank of New York, as TrusteeBy:
FORM OF REVERSE OF RULE 144A SECURITY
This Security is one of a duly authorized issue of Securities of the Company
  designated as its 6.625% Senior Notes due 2015 (hereinafter called the "Notes"),
  limited in aggregate principal amount to U.S.$[_____], issued and to be issued
  under a First Supplemental Indenture, dated as of June 1, 2005 (hereinafter
  called the "First Supplemental Indenture"), among the Company, The
  Bank of New York, as Trustee, Registrar, Paying Agent and Transfer Agent and
  Dexia Banque Internationale à Luxembourg, Société Anonyme,
  as Luxembourg Paying Agent and Transfer Agent.
Additional Amounts. All payments of amounts due in respect of the Securities
  by the Company will be made without withholding or reduction for or on account
  of any present or future taxes or duties of whatever nature imposed or levied
  by or on behalf of Mexico, any political subdivision thereof or any agency or
  authority of or in Mexico ("Taxes") unless the withholding or deduction
  of such Taxes is required by law or by the interpretation or administration
  thereof. In that event, the Company will pay such additional amounts ("Additional
  Amounts") as may be necessary in order that the net amounts receivable
  by the Holders after such withholding or deduction shall equal the respective
  amounts which would have been receivable in respect of the Securities, in the
  absence of such withholding or deduction, which Additional Amounts shall be
  due and payable when the amount to which such Additional Amounts relate are
  due and payable; except that no such Additional Amounts shall be payable with
  respect to:
(i)	any Taxes which are imposed on, or deducted or withheld from, payments
      made to the Holder or beneficial owner of the Securities by reason of the
      existence of any present or former connection between the Holder or beneficial
      owner of the Securities (or between a fiduciary, settlor, beneficiary, member
      or shareholder of, or possessor of a power over, such Holder or beneficial
      owner, if such Holder or beneficial owner is an estate, trust, corporation
      or partnership) and Mexico (or any political subdivision or territory or
      possession thereof or area subject to its jurisdiction) (including, without
      limitation, such Holder or beneficial owner (or such fiduciary, settlor,
      beneficiary, member, shareholder or possessor) (x) being or having been
      a citizen or resident thereof, (y) maintaining or having maintained an office,
      permanent establishment, fixed base or branch therein, or (z) being or having
      been present or engaged in trade or business therein) other than the mere
      holding of such Securities or the receipt of amounts due in respect thereof;
    (ii)	any estate, inheritance, gift, sales, stamp, transfer or personal
      property Tax;
    (iii)	any Taxes that are imposed on, or withheld or deducted from, payments
      made to the Holder or beneficial owner of the Securities to the extent such
      Taxes would not have been so imposed, deducted or withheld but for the failure
      by such Holder or beneficial owner of such Securities to comply with any
      certification, identification, information, documentation or other reporting
      requirement concerning the nationality, residence, identity or connection
      with Mexico (or any political subdivision or territory or possession thereof
      or area subject to its jurisdiction) of the Holder or beneficial owner of
      such Securities if (x) such compliance is required or imposed by a statute,
      treaty, regulation, rule, generally applicable ruling or generally accepted
      administrative practice in order to make any claim for exemption from, or
      reduction in the rate of, the imposition, withholding or deduction of any
      Taxes, and (y) at least 60 days prior to the first payment date with respect
      to which the Company shall apply this clause (iii), the Company shall have
      notified all the Holders of Securities, in writing, that such Holders or
      beneficial owners of the Securities will be required to provide such information
      or documentation;
    (iv)	any Taxes imposed on, or withheld or deducted from, payments made
      to a Holder or beneficial owner of the Securities at a rate in excess of
      the 4.9% rate of Tax in effect on the date hereof and uniformly applicable
      in respect of payments made by the Company to all Holders or beneficial
      owners eligible for the benefits of a treaty for the avoidance of double
      taxation to which Mexico is a party without regard to the particular circumstances
      of such Holders or beneficial owners (provided that, upon any subsequent
      increase in the rate of Tax that would be applicable to payments to all
      such Holders or beneficial owners without regard to their particular circumstances,
      such increased rate shall be substituted for the 4.9% rate for purposes
      of this clause (iv)), but only to the extent that (x) such Holder or beneficial
      owner has failed to provide on a timely basis, at the reasonable request
      of the Company (subject to the conditions set forth below), information,
      documentation or other evidence concerning whether such Holder or beneficial
      owner is eligible for benefits under a treaty for the avoidance of double
      taxation to which Mexico is a party if necessary to determine the appropriate
      rate of deduction or withholding of Taxes under such treaty or under any
      statute, regulation, rule, generally applicable ruling or generally accepted
      administrative practice, and (y) at least 60 days prior to the first payment
      date with respect to which the Company shall make such reasonable request,
      the Company shall have notified the Holders of the Securities, in writing,
      that such Holders or beneficial owners of the Securities will be required
      to provide such information, documentation or other evidence;
    (v)	to or on behalf of a Holder of the Securities in respect of Taxes
      that would not have been imposed but for the presentation by such Holder
      for payment on a date more than 15 days after the date on which such payment
      became due and payable or the date on which payment thereof is duly provided
      for and notice thereof given to Holders, whichever occurs later, except
      to the extent that the Holder of such Securities would have been entitled
      to Additional Amounts in respect of such Taxes on presenting such Securities
      for payment on any date during such 15-day period; or
    (vi)	any combination of (i), (ii), (iii), (iv) or (v) above (the Taxes
      described in clauses (i) through (vi), for which no Additional Amounts are
      payable, are hereinafter referred to as "Excluded Taxes").Notwithstanding the foregoing, the limitations on the Company’s obligation
  to pay Additional Amounts set forth in clauses (iii) and (iv) above shall not
  apply if (a) the provision of information, documentation or other evidence described
  in such clauses (iii) and (iv) would be materially more onerous, in form, in
  procedure or in the substance of information disclosed, to a Holder or beneficial
  owner of a Note (taking into account any relevant differences between U.S. and
  Mexican law, rules, regulations or administrative practice) than comparable
  information or other reporting requirements imposed under U.S. tax law, regulations
  and administrative practice (such as IRS Forms 1001, W-8, W-SBEN and W-9) or
  (b) Rule 3.23.8 issued by the Ministry of Finance and Public Credit on April
  30, 2004 or a substantially similar successor of such rule is in effect, unless
  the provision of the information, documentation or other evidence described
  in clauses (iii) and (iv) is expressly required by statute, regulation, rule,
  generally applicable ruling or generally accepted administrative practice in
  order to apply Rule 3.23.8 (or a substantially similar successor of such rule),
  the Company cannot obtain such information, documentation or other evidence
  on its own through reasonable diligence and the Company otherwise would meet
  the requirements for application of Rule 3.23.8 (or such other successor of
  such rule). In addition, such clauses (iii) and (iv) shall not be construed
  to require that a non-Mexican pension or retirement fund or a non-Mexican financial
  institution or any other Holder register with the Ministry of Finance and Public
  Credit for the purpose of establishing eligibility for an exemption from or
  reduction of Mexican withholding tax or to require that a Holder or beneficial
  owner certify or provide information concerning whether it is or is not a tax-exempt
  pension or retirement fund.
At least 30 days prior to each date on which any payment under or with respect
  to the Securities is due and payable, if the Company will be obligated to pay
  Additional Amounts with respect to such payment (other than Additional Amounts
  payable on the date of the Indenture or Supplemental Indenture relating to such
  Securities), the Company will deliver to the relevant Trustee an Officers’
  Certificate stating the fact that such Additional Amounts will be payable and
  the amounts so payable and will set forth such other information necessary to
  enable the relevant Trustee to pay such Additional Amounts to Holders on the
  payment date. Whenever either in the Indenture or such Supplemental Indenture
  there is mentioned, in any context, the payment of principal (and premium, if
  any), Redemption Price, interest or any other amount payable under or with respect
  to any Securities, such mention shall be deemed to include mention of the payment
  of Additional Amounts to the extent that, in such context, Additional Amounts
  are, were or would be payable in respect thereof.
In addition, the Company will pay any stamp, issue, registration, documentary
  or other similar taxes and other duties (including interest and penalties) (a)
  payable in Mexico or the United States (or any political subdivision of either
  jurisdiction) in respect of the creation, issue or offering of the Securities,
  and (b) payable in Mexico (or any political subdivision thereof) in respect
  of the subsequent redemption or retirement of the Securities (other than, in
  the case of any subsequent redemption or retirement, Excluded Taxes; except
  for this purpose, the definition of Excluded Taxes will not include those defined
  in clause (ii) thereof).
Optional Redemption.The Company may redeem any of the Notes (the "Optional
  Redemption") in whole or in part, at any time or from time to time prior
  to their maturity, upon not less than 30 nor more than 60 days prior notice
  of the date for such redemption (the "Redemption Date") mailed by
  first-class mail to each Holder’s registered address, at a redemption
  price equal to the greater of (1) 100% of the principal amount of such Notes
  redeemed and (2) the sum of the present values of each remaining scheduled payment
  of principal and interest thereon (exclusive of interest accrued to the Redemption
  Date) discounted to the Redemption Date on a semiannual basis (assuming a 360-day
  year consisting of twelve 30-day months) at the Treasury Rate plus 50basis
  points (the "Make-Whole Amount"), plus in each case accrued and unpaid
  interest on the principal amount of the Notes to the Redemption Date.
"Treasury Rate" means, with respect to any redemption date, the rate
  per annum equal to the semiannual equivalent yield to maturity or interpolated
  maturity (on a day count basis) of the Comparable Treasury Issue, assuming a
  price for the Comparable Treasury Issue (expressed as a percentage of its principal
  amount) equal to the Comparable Treasury Price for such redemption date.
"Comparable Treasury Issue" means the United States Treasury security
  or securities selected by an Independent Investment Banker as having an actual
  or interpolated maturity comparable to the remaining term of the Notes to be
  redeemed that would be utilized, at the time of the selection and in accordance
  with customary financial practice, in pricing new issues of corporate debt securities
  of a comparable maturity to the remaining term of the Notes.
"Independent Investment Banker" means one of the Reference Treasury
  Dealers appointed by the Company.
"Comparable Treasury Price" means, with respect to any redemption
  date (1) the average of the Reference Treasury Dealer Quotations for such redemption
  date, after excluding the highest and lowest such Reference Treasury Dealer
  Quotation or (2) if the Trustee obtains fewer than four such Reference Treasury
  Dealer Quotations, the average of all such quotations.
"Reference Treasury Dealer" means Credit Suisse First Boston LLC
  or its affiliates which are primary United States government securities dealers
  and two other leading primary United States government securities dealers in
  New York City reasonably designated by the Company; provided, however, that
  if any of the foregoing shall cease to be a primary United States government
  securities dealer in New York City (a "Primary Treasury Dealer"),
  the Company will substitute therefor another Primary Treasury Dealer.
"Reference Treasury Dealer Quotation" means, with respect to each
  Reference Treasury Dealer and any redemption date, the average, as determined
  by the Trustee, of the bid and asked prices for the Comparable Treasury Issue
  (expressed in each case as a percentage of its principal amount) quoted in writing
  to the Trustee by such Reference Treasury Dealer at 3:30 pm New York time on
  the third business day preceding such redemption date.
On and after the Redemption Date, interest will cease to accrue on the Notes
  or any portion of the Notes called for redemption (unless the Company defaults
  in the payment of the redemption price and accrued interest). On or before the
  Redemption Date, the Company will deposit with the Trustee money sufficient
  to pay the Make-Whole Amount and (unless the redemption date shall be an interest
  payment date) accrued interest to the redemption date on the Notes to be redeemed
  on such date. If less than all of the Notes are to be redeemed, the Notes to
  be redeemed shall be selected by the Trustee by such method as the Trustee shall
  deem fair and appropriate.
The election of the Company to redeem the Notes shall be evidenced by a certificate
  (a "Make-Whole Redemption Certificate") of an officer of the Company,
  which certificate shall be delivered to the Trustee. The Company shall, not
  less than 45 days nor more than 60 days prior to the Redemption Date, notify
  the Trustee in writing of such Redemption Date and of all other information
  necessary to the giving by the Trustee of notices of the Optional Redemption.
  The Trustee shall be entitled to rely conclusively upon the information so furnished
  by the Company in the Make-Whole Redemption Certificate and shall be under no
  duty to check the accuracy or completeness thereof. Such notice shall be irrevocable
  and upon its delivery the Company shall be obligated to make the payment or
  payments to the Trustee referred to therein at least two Business Days prior
  to such Redemption Date.
Notice of the Optional Redemption shall be given by the Trustee to the holders,
  in accordance with the provisions of Section 106 of the Original Indenture,
  upon the mailing by first-class postage prepaid to each holder at the address
  of such holder as it appears in the Register not less than 30 days nor more
  than 60 days prior to the Redemption Date.
The notice of Optional Redemption shall state:
(i)	the Redemption Date;
(ii)	the Make-Whole Amount;
(iii)	the sum of all other amounts due to the holders under the Notes and
  this Indenture;
(iv)	that on the Redemption Date the Make-Whole Amount will become due and
  payable upon each such Notes so to be redeemed; and
(v)	the place or places, including the offices of our Paying Agent in Luxembourg,
  where such Securities so to be redeemed are to be surrendered for payment of
  the Make-Whole Amount.
Notice of the Optional Redemption having been given as aforesaid, the Notes
  so to be redeemed shall, on the Redemption Date, become due and payable at the
  Make-Whole Amount therein specified. Upon surrender of any such Notes for redemption
  in accordance with such notice, such Notes shall be paid by the Paying Agent
  on behalf of the Company on the Redemption Date; providedthat moneys
  sufficient therefor have been deposited with the Trustee for the holders.
Notwithstanding anything to the contrary in this Indenture or in the Notes,
  if a Make-Whole Redemption Certificate has been delivered to the Trustee and
  the Company shall have paid to the Trustee for the benefit of the holders (i)
  the Make-Whole Amount and (ii) all other amounts due to the holders and the
  Trustee under the Notes and this Indenture, then neither the holders nor the
  Trustee on their behalf shall any longer be entitled to exercise any of the
  rights of the holders under the Notes other than the rights of the holders to
  receive payment of such amounts from the Paying Agent and the occurrence of
  an Event of Default whether before or after such payment by the Company to the
  Trustee for the benefit of the holders shall not entitle either the holders
  or the Trustee on their behalf after such payment to declare the principal of
  any Notes then outstanding to be due and payable on any date prior to the Redemption
  Date. The funds paid to the Trustee shall be used to redeem the Securities on
  the Redemption Date.
Repurchase of Securities upon a Change of Control. The Company must
  commence, within 30 days of the occurrence of a Change of Control, and consummate
  an Offer to Purchase for all Securities then outstanding, at a purchase price
  equal to 101% of the principal amount of the Securities on the date of repurchase,
  plus accrued interest (if any) to the date of purchase. The Company is not required
  to make an Offer to Purchase following a Change of Control if a third party
  makes an Offer to Purchase that would be in compliance with the provisions described
  in this section if it were made by the Company and such third party purchases
  (for the consideration referred to in the immediately preceding sentence) the
  Securities validly tendered and not withdrawn. Prior to the mailing of the notice
  to Holders and publishing such notice to holders in a daily newspaper of general
  circulation in Luxembourg commencing such Offer to Purchase, but in any event
  within 30 days following any Change of Control, the Company, covenants to (i)
  repay in full all indebtedness of the Company that would prohibit the repurchase
  of the Securities pursuant to such Offer to Purchase or (ii) obtain any requisite
  consents under instruments governing any such indebtedness of the Company to
  permit the repurchase of the Securities. The Company shall first comply with
  the covenant in the preceding sentence before it shall be required to repurchase
  Securities pursuant to this section.
Withholding Tax Redemption. The Securities are subject to redemption
  ("Withholding Tax Redemption") at any time (a "Withholding Tax
  Redemption Date"), as a whole but not in part, at the election of the Company,
  at a redemption price equal to 100% of the unpaid principal amount thereof plus
  accrued and unpaid interest, if any, to and including the Withholding Tax Redemption
  Date (the "Withholding Tax Redemption Price") if, as a result of (i)
  any change in or amendment to the laws, rules or regulations of Mexico, or any
  political subdivision or taxing authority or other instrumentality thereof or
  therein, or (ii) any amendment to or change in the generally applicable rulings
  or official interpretations relating to such laws, rules or regulations made
  by any legislative body, court or governmental or regulatory agency or authority
  (including the enactment of any legislation and the publication of any judicial
  decision or regulatory determination) of Mexico, or any political subdivision
  or taxing authority or other instrumentality thereof or therein, or (iii) any
  official interpretation, application or pronouncement by any legislative body,
  court or governmental or regulatory agency or authority that provides for a
  position with respect to such laws, rules or regulations that differs from the
  theretofore generally accepted position, which amendment or change is enacted,
  promulgated, issued or announced or which interpretation, application or pronouncement
  is issued or announced, in each case, after the Closing Date, the Company has
  become or would become required to pay any Additional Amounts in excess of those
  attributable to Taxes that are imposed, deducted or withheld at a rate of 10%
  on or from any payments under the Securities.
The election of the Company to redeem the Securities shall be evidenced by
  a certificate (a "Withholding Tax Redemption Certificate") of a financial
  officer of the Company, which certificate shall be delivered to the Trustee.
  The Company shall, not less than 30 days nor more than 45 days prior to the
  Withholding Tax Redemption Date, notify the Trustee in writing of such Withholding
  Tax Redemption Date and of all other information necessary to the giving by
  the Trustee of notices of such Withholding Tax Redemption. The Trustee shall
  be entitled to rely conclusively upon the information so furnished by the Company
  in the Withholding Tax Redemption Certificate and shall be under no duty to
  check the accuracy or completeness thereof. Such notice shall be irrevocable
  and upon its delivery the Company shall be obligated to make the payment or
  payments to the Trustee referred to therein at least two Business Days prior
  to such Withholding Tax Redemption Date.
Notice of Withholding Tax Redemption shall be given by the Trustee to the holders,
  in accordance with the provisions of Section 106 of the Original Indenture,
  upon the mailing by first-class postage prepaid to each holder at the address
  of such holder as it appears in the Register not less than 15 days nor more
  than 30 days prior to the Withholding Tax Redemption Date.
The notice of Withholding Tax Redemption shall state:
(i)	the Withholding Tax Redemption Date;
    (ii)	the Withholding Tax Redemption Price;
    (iii)	the sum of all other amounts due to the holders under the Securities
      and the Indenture;
    (iv)	that on the Withholding Tax Redemption Date the Withholding Tax
      Redemption Price will become due and payable upon each such Security so
      to be redeemed; and
    (v)	the place or places, including the offices of our Paying Agent in
      Luxembourg, where such Securities so to be redeemed are to be surrendered
      for payment of the Withholding Tax Redemption Price.Notice of Withholding Tax Redemption having been given as aforesaid, the Securities
  so to be redeemed shall, on the Withholding Tax Redemption Date, become due
  and payable at the Withholding Tax Redemption Price therein specified. Upon
  surrender of any such Securities for redemption in accordance with such notice,
  such Securities shall be paid by the Paying Agent on behalf of the Company on
  the Withholding Tax Redemption Date; provided that moneys sufficient
  therefor have been deposited with the Trustee for the holders.
Notwithstanding anything to the contrary in this Indenture or in the Securities,
  if a Withholding Tax Redemption Certificate has been delivered to the Trustee
  and the Company shall have paid to the Trustee for the benefit of the holders
  (i) the Withholding Tax Redemption Price and (ii) all other amounts due to the
  holders and the Trustee under the Securities and this Indenture, then neither
  the holders nor the Trustee on their behalf shall any longer be entitled to
  exercise any of the rights of the holders under the Securities other than the
  rights of the holders to receive payment of such amounts from the Paying Agent
  and the occurrence of an Event of Default whether before or after such payment
  by the Company to the Trustee for the benefit of the holders shall not entitle
  either the holders or the Trustee on their behalf after such payment to declare
  the principal of any Securities then outstanding to be due and payable on any
  date prior to the Withholding Tax Redemption Date. The funds paid to the Trustee
  shall be used to redeem the Securities on the Withholding Tax Redemption Date.
All terms used in this Security which are defined in the Indenture shall have
  the meanings assigned to them in the Indenture.
THE INDENTURE AND THIS SECURITY SHALL BE GOVERNED BY AND BE CONSTRUED IN
  ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ANY
  PROVISIONS RELATING TO CONFLICTS OF LAWS OTHER THAN SECTION 5-1401 OF THE NEW
  YORK GENERAL OBLIGATIONS LAW.

SCHEDULE A
SCHEDULE OF EXCHANGES

The following exchanges of Notes for Notes represented by this Rule 144A Security
  have been made:
Principal amount of this Rule 144A
      Security as of the date of exchange
    Date exchange made
    Change in principal Amount of this
      Rule 144A Security due to exchange
    Principal amount of this Rule 144A
      Security following such exchange
    Notation made by or on behalf of
      the Trustee 
     
     
     
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Exhibit A-2

REGULATION S SECURITY
PRIOR TO EXPIRATION OF THE 40-DAY DISTRIBUTION COMPLIANCE PERIOD (AS DEFINED
  IN REGULATION S ("REGULATION S") UNDER THE SECURITIES ACT OF 1933,
  AS AMENDED (THE "SECURITIES ACT")), THIS SECURITY MAY NOT BE OFFERED,
  SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES (AS DEFINED
  IN REGULATION S) OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, A U.S. PERSON (AS
  DEFINED IN REGULATION S), EXCEPT TO A PERSON REASONABLY BELIEVED TO BE A "QUALIFIED
  INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A ("RULE 144A") UNDER
  THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE l44A AND
  THE INDENTURE REFERRED TO HEREIN.
THIS SECURITY IS A REGULATION S SECURITY WITHIN THE MEANING OF THE INDENTURE
  HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY (AS DEFINED
  IN THE INDENTURE) OR A NOMINEE THEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN
  WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM, THIS GLOBAL SECURITY MAY
  NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY,
  OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE
  DEPOSITARY, OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY
  OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.
UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
  TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY (AS
  DEFINED BELOW) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
  AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
  OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
  IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
  REPRESENTATIVE OF DTC) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
  OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF,
  CEDE & CO., HAS AN INTEREST HEREIN.
THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO BE BOUND BY
  THE PROVISIONS OF THE REGISTRATION RIGHTS AGREEMENT RELATING TO ALL THE SECURITIES.
CUSIP No. 	$_________________
No. S-1
CONTROLADORA COMERCIAL MEXICANA, S.A. de C.V.
6.625% Senior Notes due 2015
Regulation S Security
Controladora Comercial Mexicana, S.A. de C.V., a limited liability variable
  stock company (sociedad anónima de capital variable), organized
  under the laws of the United Mexican States (hereinafter called the "Company",
  which term includes any successor corporation under the Indenture referred to
  below), for value received, hereby promises to pay to Cede & Co., or registered
  assigns, the principal sum of [____] dollars ($[____]) (or such lesser amount
  as shall be the outstanding principal amount of this Regulation S Security shown
  in Schedule A hereto) on June 1, 2015 and to pay interest thereon from
  June 1, 2005or from the most recent date to which interest has been
  paid or provided for, semiannually on June 1 and December 1 in each year (each,
  an "Interest Payment Date"), commencing December 1, 2005 at the rate
  of 6.625% per annum, until the principal hereof is paid or made available for
  payment. Interest on this Note shall be calculated on the basis of a 360-day
  year consisting of twelve 30-day months. The interest so payable and paid or
  provided for on any Interest Payment Date will, as provided in such Indenture,
  be paid to the Person in whose name this Security (or one or more Predecessor
  Securities) is registered at the close of business on the Regular Record Date
  for such interest, which shall be the fifteenthcalendar day (whether
  or not a Business Day) preceding such Interest Payment Date. Any such interest
  which is payable, but is not paid or provided for, on any Interest Payment Date
  shall forthwith cease to be payable to the registered Holder hereof on the relevant
  Regular Record Date by virtue of having been such Holder, and may be paid to
  the Person in whose name this Note (or one or more Predecessor Securities) is
  registered at the close of business on a Special Record Date for the payment
  of such Defaulted Interest to be fixed by the Company, notice whereof shall
  be given to the Holders of Notes of this Series not less than 10 days prior
  to such Special Record Date, or may be paid at any time in any other lawful
  manner not inconsistent with the requirements of any securities exchange on
  which the Notes may be listed, and upon such notice as may be required by such
  exchange, all as more fully provided in such Indenture.
Payment of the principal of and the interest on this Note will be made at the
  office or agency of the Company maintained for that purpose in The Borough of
  Manhattan, The City of New York, in such coin or currency of the United States
  of America as at the time of payment is legal tender for payment of public and
  private debts; provided, however, that, at the option of the Company, interest
  may be paid by check mailed to the address of the Person entitled thereto as
  such address shall appear in the Security Register; provided, further, that
  payment to DTC or any successor Depositary may be made by wire transfer to the
  account designated by DTC or such successor Depositary in writing.
This Security is a Regulation S Security issued on the date hereof which represents
  $[____]of the principal amount of the Company’s 6.625% Senior
  Notes due 2015 (the "Notes") deposited on behalf of the purchasers
  of the Notes with the custodian for the Depositary for credit to their respective
  accounts at Euroclear or Clearstream Banking (each, as defined herein). This
  Note is one of a duly authorized issue of securities of the Company issued and
  to be issued in one series under an Indenture dated as of June 1, 2005 (together
  with the First Supplemental Indenture referred to below, the "Indenture")
  between the Company and The Bank of New York, as trustee (herein called the
  "Trustee", which term includes any successor trustee under the Indenture),
  to which Indenture and all indentures supplemental thereto reference is hereby
  made for a statement of the respective rights, limitations of rights, duties
  and immunities thereunder of the Company, the Trustee and the Holders of the
  Notes, and of the terms upon which the Notes are, and are to be, authenticated
  and delivered. This Note is one of the series designated on the face hereof,
  limited (subject to exceptions provided in the Indenture) to the aggregate principal
  amount specified in the first supplemental indenture between the Company, The
  Bank of New York, as Trustee, Registrar, Paying Agent and Transfer Agent and
  Dexia Banque Internationale à Luxembourg, Société Anonyme,
  as Luxembourg Paying Agent and Transfer Agent, dated as of June 1, 2005, establishing
  the terms of the Notes pursuant to the Indenture (the "First Supplemental
  Indenture").
If an Event of Default with respect to the Notes shall occur and be continuing,
  the principal of the Notes may be declared due and payable in the manner and
  with the effect provided in the Indenture.
The Indenture permits, with certain exceptions as therein provided, the amendment
  thereof and the modification of the rights and obligations of the Company and
  the rights of the Holders of the Securities of each series issued under the
  Indenture at any time by the Company and the Trustee with the consent of the
  Holders of not less than a majority in aggregate principal amount of the Securities
  at the time Outstanding of each series affected thereby. The Indenture also
  contains provisions permitting the Holders of specified percentages in aggregate
  principal amount of the Securities of any series at the time Outstanding, on
  behalf of the Holders of all Securities of such series, to waive compliance
  by the Company with certain provisions of the Indenture and certain past defaults
  under the Indenture and their consequences. Any such consent or waiver by the
  Holder of this Note shall be conclusive and binding upon such Holder and upon
  all future Holders of this Note and of any Notes issued upon the registration
  of transfer hereof or in exchange herefor or in lieu hereof, whether or not
  notation of such consent or waiver is made upon this Note or such Notes.
No reference herein to the Indenture and no provision of this Note or of the
  Indenture shall alter or impair the obligation of the Company, which is absolute
  and unconditional, to pay the principal of and interest on this Note, at the
  times, place and rate, and in the coin or currency, herein and in the Indenture
  prescribed.
As provided in the Indenture and subject to certain limitations set forth therein
  and in this Note, the transfer of this Note may be registered on the Security
  Register upon surrender of this Note for registration of transfer at the office
  or agency of the Company maintained for the purpose in any place where the principal
  of and interest on this Note are payable, duly endorsed by, or accompanied by
  a written instrument of transfer in form satisfactory to the Company and the
  Security Registrar duly executed by, the Holder hereof or by his attorney duly
  authorized in writing, and thereupon one or more new Notes of this series and
  of like tenor, of authorized denominations and for the same aggregate principal
  amount, will be issued to the designated transferee or transferees.
Prior to expiration of the "40-day distribution compliance period"
  (as defined in Rule 901 of Regulation S under the Securities Act), payments
  (if any) on this Regulation S Security will only be paid to the registered holder
  hereof to the extent that there is presented to the Trustee a certificate substantially
  in the form of Exhibit E to the First Supplemental Indenture. Interests
  in this Regulation S Security will be transferable in accordance with the rules
  and procedures of the Euroclear System or Clearstream Banking or DTC in effect
  at the time of the transfer.
The Notes are issuable in book-entry fully registered form without coupons
  in minimum denominations of $1,000, and integral multiples thereof as specified
  in the First Supplemental Indenture establishing the terms of the Notes and
  as more fully provided in the Original Indenture. As provided in the Original
  Indenture, and subject to certain limitations set forth in the Original Indenture
  and in this Note, the Notes are exchangeable for a like aggregate principal
  amount of Notes of this Series in different authorized denominations, as requested
  by the Holders surrendering the same.
No service charge shall be made for any such registration of transfer or exchange,
  but the Company may require payment of a sum sufficient to cover any tax or
  other governmental charge payable in connection therewith, other than in certain
  cases provided in the Indenture.
Interests in this Note are exchangeable or transferable in whole or in part
  for interests in the Rule 144A Security of the same series only if such exchange
  or transfer complies with the terms for transfer contained in the Indenture.
Prior to due presentment of this Note for registration of transfer, the Company,
  the Trustee and any agent of the Company or the Trustee may treat the Person
  in whose name this Note is registered as the owner hereof for all purposes,
  whether or not this Note be overdue, and neither the Company, the Trustee nor
  any such agent shall be affected by notice to the contrary.
The Indenture contains provisions whereby (i) the Company may be discharged
  from its obligations with respect to the Notes (subject to certain exceptions)
  or (ii) the Company may be released from its obligation under specified covenants
  and agreements in the Indenture, in each case if the Company irrevocably deposits
  with the Trustee money or U.S. Government Obligations sufficient to pay and
  discharge the entire indebtedness on all Notes of this series, and satisfies
  certain other conditions, all as more fully provided in the Indenture.
This Note shall be governed by and construed in accordance with the laws of
  the State of New York without giving effect to any provisions relating to conflicts
  of laws other than Section 5-1401 of the New York General Obligations Law.
All terms used in this Note which are defined in the Indenture shall have the
  meanings assigned to them in the Indenture.
Unless the certificate of authentication hereon has been executed by or on
  behalf of the Trustee under the Indenture by the manual signature of one of
  its authorized signatories, this Note shall not be entitled to any benefits
  under the Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be signed manually
  or by facsimile by its duly authorized signatory.
CONTROLADORA COMERCIAL MEXICANA, S.A. DE C.V.By:Name:Title:
TRUSTEE’S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein referred to
  in the within-mentioned Indenture.
Dated: June 1, 2005
    The Bank of New York, as TrusteeBy:Authorized Signatory
FORM OF REVERSE OF REGULATION S SECURITY
This Security is one of a duly authorized issue of Securities of the Company
  designated as its 6.625% Senior Notes due 2015(hereinafter called the
  "Notes"), limited in aggregate principal amount to U.S.$[_____], issued
  and to be issued under a First Supplemental Indenture, dated as of June 1, 2005
  (hereinafter called the "First Supplemental Indenture"), among the
  Company, The Bank of New York, as Trustee, Registrar, Paying Agent and Transfer
  Agent and Dexia Banque Internationale á Luxembourg, Société
  Anonyme, as Luxembourg Paying Agent and Transfer Agent.
Additional Amounts. All payments of amounts due in respect of the Securities
  by the Company will be made without withholding or reduction for or on account
  of any present or future taxes or duties of whatever nature imposed or levied
  by or on behalf of Mexico, any political subdivision thereof or any agency or
  authority of or in Mexico ("Taxes") unless the withholding or deduction
  of such Taxes is required by law or by the interpretation or administration
  thereof. In that event, the Company will pay such additional amounts ("Additional
  Amounts") as may be necessary in order that the net amounts receivable
  by the Holders after such withholding or deduction shall equal the respective
  amounts which would have been receivable in respect of the Securities, in the
  absence of such withholding or deduction, which Additional Amounts shall be
  due and payable when the amount to which such Additional Amounts relate are
  due and payable; except that no such Additional Amounts shall be payable with
  respect to:
(i)	any Taxes which are imposed on, or deducted or withheld from, payments
      made to the Holder or beneficial owner of the Securities by reason of the
      existence of any present or former connection between the Holder or beneficial
      owner of the Securities (or between a fiduciary, settlor, beneficiary, member
      or shareholder of, or possessor of a power over, such Holder or beneficial
      owner, if such Holder or beneficial owner is an estate, trust, corporation
      or partnership) and Mexico (or any political subdivision or territory or
      possession thereof or area subject to its jurisdiction) (including, without
      limitation, such Holder or beneficial owner (or such fiduciary, settlor,
      beneficiary, member, shareholder or possessor) (x) being or having been
      a citizen or resident thereof, (y) maintaining or having maintained an office,
      permanent establishment, fixed base or branch therein, or (z) being or having
      been present or engaged in trade or business therein) other than the mere
      holding of such Securities or the receipt of amounts due in respect thereof;
    (ii)	any estate, inheritance, gift, sales, stamp, transfer or personal
      property Tax;
    (iii)	any Taxes that are imposed on, or withheld or deducted from, payments
      made to the Holder or beneficial owner of the Securities to the extent such
      Taxes would not have been so imposed, deducted or withheld but for the failure
      by such Holder or beneficial owner of such Securities to comply with any
      certification, identification, information, documentation or other reporting
      requirement concerning the nationality, residence, identity or connection
      with Mexico (or any political subdivision or territory or possession thereof
      or area subject to its jurisdiction) of the Holder or beneficial owner of
      such Securities if (x) such compliance is required or imposed by a statute,
      treaty, regulation, rule, generally applicable ruling or generally accepted
      administrative practice in order to make any claim for exemption from, or
      reduction in the rate of, the imposition, withholding or deduction of any
      Taxes, and (y) at least 60 days prior to the first payment date with respect
      to which the Company shall apply this clause (iii), the Company shall have
      notified all the Holders of Securities, in writing, that such Holders or
      beneficial owners of the Securities will be required to provide such information
      or documentation;
    (iv)	any Taxes imposed on, or withheld or deducted from, payments made
      to a Holder or beneficial owner of the Securities at a rate in excess of
      the 4.9% rate of Tax in effect on the date hereof and uniformly applicable
      in respect of payments made by the Company to all Holders or beneficial
      owners eligible for the benefits of a treaty for the avoidance of double
      taxation to which Mexico is a party without regard to the particular circumstances
      of such Holders or beneficial owners (provided that, upon any subsequent
      increase in the rate of Tax that would be applicable to payments to all
      such Holders or beneficial owners without regard to their particular circumstances,
      such increased rate shall be substituted for the 4.9% rate for purposes
      of this clause (iv)), but only to the extent that (x) such Holder or beneficial
      owner has failed to provide on a timely basis, at the reasonable request
      of the Company (subject to the conditions set forth below), information,
      documentation or other evidence concerning whether such Holder or beneficial
      owner is eligible for benefits under a treaty for the avoidance of double
      taxation to which Mexico is a party if necessary to determine the appropriate
      rate of deduction or withholding of Taxes under such treaty or under any
      statute, regulation, rule, generally applicable ruling or generally accepted
      administrative practice, and (y) at least 60 days prior to the first payment
      date with respect to which the Company shall make such reasonable request,
      the Company shall have notified the Holders of the Securities, in writing,
      that such Holders or beneficial owners of the Securities will be required
      to provide such information, documentation or other evidence;
    (v)	to or on behalf of a Holder of the Securities in respect of Taxes
      that would not have been imposed but for the presentation by such Holder
      for payment on a date more than 15 days after the date on which such payment
      became due and payable or the date on which payment thereof is duly provided
      for and notice thereof given to Holders, whichever occurs later, except
      to the extent that the Holder of such Securities would have been entitled
      to Additional Amounts in respect of such Taxes on presenting such Securities
      for payment on any date during such 15-day period; or
    (vi)	any combination of (i), (ii), (iii), (iv) or (v) above (the Taxes
      described in clauses (i) through (vi), for which no Additional Amounts are
      payable, are hereinafter referred to as "Excluded Taxes").Notwithstanding the foregoing, the limitations on the Company’s obligation
  to pay Additional Amounts set forth in clauses (iii) and (iv) above shall not
  apply if (a) the provision of information, documentation or other evidence described
  in such clauses (iii) and (iv) would be materially more onerous, in form, in
  procedure or in the substance of information disclosed, to a Holder or beneficial
  owner of a Note (taking into account any relevant differences between U.S. and
  Mexican law, rules, regulations or administrative practice) than comparable
  information or other reporting requirements imposed under U.S. tax law, regulations
  and administrative practice (such as IRS Forms 1001, W-8, W-SBEN and W-9) or
  (b) Rule 3.23.8 issued by the Ministry of Finance and Public Credit on April
  30, 2004 or a substantially similar successor of such rule is in effect, unless
  the provision of the information, documentation or other evidence described
  in clauses (iii) and (iv) is expressly required by statute, regulation, rule,
  generally applicable ruling or generally accepted administrative practice in
  order to apply Rule 3.23.8 (or a substantially similar successor of such rule),
  the Company cannot obtain such information, documentation or other evidence
  on its own through reasonable diligence and the Company otherwise would meet
  the requirements for application of Rule 3.23.8 (or such other successor of
  such rule). In addition, such clauses (iii) and (iv) shall not be construed
  to require that a non-Mexican pension or retirement fund or a non-Mexican financial
  institution or any other Holder register with the Ministry of Finance and Public
  Credit for the purpose of establishing eligibility for an exemption from or
  reduction of Mexican withholding tax or to require that a Holder or beneficial
  owner certify or provide information concerning whether it is or is not a tax-exempt
  pension or retirement fund.
At least 30 days prior to each date on which any payment under or with respect
  to the Securities is due and payable, if the Company will be obligated to pay
  Additional Amounts with respect to such payment (other than Additional Amounts
  payable on the date of the Indenture or Supplemental Indenture relating to such
  Securities), the Company will deliver to the relevant Trustee an Officers’
  Certificate stating the fact that such Additional Amounts will be payable and
  the amounts so payable and will set forth such other information necessary to
  enable the relevant Trustee to pay such Additional Amounts to Holders on the
  payment date. Whenever either in the Indenture or such Supplemental Indenture
  there is mentioned, in any context, the payment of principal (and premium, if
  any), Redemption Price, interest or any other amount payable under or with respect
  to any Securities, such mention shall be deemed to include mention of the payment
  of Additional Amounts to the extent that, in such context, Additional Amounts
  are, were or would be payable in respect thereof.
In addition, the Company will pay any stamp, issue, registration, documentary
  or other similar taxes and other duties (including interest and penalties) (a)
  payable in Mexico or the United States (or any political subdivision of either
  jurisdiction) in respect of the creation, issue or offering of the Securities,
  and (b) payable in Mexico (or any political subdivision thereof) in respect
  of the subsequent redemption or retirement of the Securities (other than, in
  the case of any subsequent redemption or retirement, Excluded Taxes; except
  for this purpose, the definition of Excluded Taxes will not include those defined
  in clause (ii) thereof).
Optional Redemption.The Company may redeem any of the Notes (the "Optional
  Redemption") in whole or in part, at any time or from time to time prior
  to their maturity, upon not less than 30 nor more than 60 days prior notice
  of the date for such redemption (the "Redemption Date") mailed by
  first-class mail to each Holder’s registered address, at a redemption
  price equal to the greater of (1) 100% of the principal amount of such Notes
  redeemed and (2) the sum of the present values of each remaining scheduled payment
  of principal and interest thereon (exclusive of interest accrued to the Redemption
  Date) discounted to the Redemption Date on a semiannual basis (assuming a 360-day
  year consisting of twelve 30-day months) at the Treasury Rate plus 50basis
  points (the "Make-Whole Amount"), plus in each case accrued and unpaid
  interest on the principal amount of the Notes to the Redemption Date.
"Treasury Rate" means, with respect to any redemption date, the rate
  per annum equal to the semiannual equivalent yield to maturity or interpolated
  maturity (on a day count basis) of the Comparable Treasury Issue, assuming a
  price for the Comparable Treasury Issue (expressed as a percentage of its principal
  amount) equal to the Comparable Treasury Price for such redemption date.
"Comparable Treasury Issue" means the United States Treasury security
  or securities selected by an Independent Investment Banker as having an actual
  or interpolated maturity comparable to the remaining term of the Notes to be
  redeemed that would be utilized, at the time of the selection and in accordance
  with customary financial practice, in pricing new issues of corporate debt securities
  of a comparable maturity to the remaining term of the Notes.
"Independent Investment Banker" means one of the Reference Treasury
  Dealers appointed by the Company.
"Comparable Treasury Price" means, with respect to any redemption
  date (1) the average of the Reference Treasury Dealer Quotations for such redemption
  date, after excluding the highest and lowest such Reference Treasury Dealer
  Quotation or (2) if the Trustee obtains fewer than four such Reference Treasury
  Dealer Quotations, the average of all such quotations.
"Reference Treasury Dealer" means Credit Suisse First Boston LLC
  or its affiliates which are primary United States government securities dealers
  and two other leading primary United States government securities dealers in
  New York City reasonably designated by the Company; provided, however, that
  if any of the foregoing shall cease to be a primary United States government
  securities dealer in New York City (a "Primary Treasury Dealer"),
  the Company will substitute therefor another Primary Treasury Dealer.
"Reference Treasury Dealer Quotation" means, with respect to each
  Reference Treasury Dealer and any redemption date, the average, as determined
  by the Trustee, of the bid and asked prices for the Comparable Treasury Issue
  (expressed in each case as a percentage of its principal amount) quoted in writing
  to the Trustee by such Reference Treasury Dealer at 3:30 pm New York time on
  the third business day preceding such redemption date.
On and after the Redemption Date, interest will cease to accrue on the Notes
  or any portion of the Notes called for redemption (unless the Company defaults
  in the payment of the redemption price and accrued interest). On or before the
  Redemption Date, the Company will deposit with the Trustee money sufficient
  to pay the Make-Whole Amount and (unless the redemption date shall be an interest
  payment date) accrued interest to the redemption date on the Notes to be redeemed
  on such date. If less than all of the Notes are to be redeemed, the Notes to
  be redeemed shall be selected by the Trustee by such method as the Trustee shall
  deem fair and appropriate.
The election of the Company to redeem the Notes shall be evidenced by a certificate
  (a "Make-Whole Redemption Certificate") of an officer of the Company,
  which certificate shall be delivered to the Trustee. The Company shall, not
  less than 45 days nor more than 60 days prior to the Redemption Date, notify
  the Trustee in writing of such Redemption Date and of all other information
  necessary to the giving by the Trustee of notices of the Optional Redemption.
  The Trustee shall be entitled to rely conclusively upon the information so furnished
  by the Company in the Make-Whole Redemption Certificate and shall be under no
  duty to check the accuracy or completeness thereof. Such notice shall be irrevocable
  and upon its delivery the Company shall be obligated to make the payment or
  payments to the Trustee referred to therein at least two Business Days prior
  to such Redemption Date.
Notice of the Optional Redemption shall be given by the Trustee to the holders,
  in accordance with the provisions of Section 106 of the Original Indenture,
  upon the mailing by first-class postage prepaid to each holder at the address
  of such holder as it appears in the Register not less than 30 days nor more
  than 60 days prior to the Redemption Date.
The notice of Optional Redemption shall state:
(i)	the Redemption Date;
(ii)	the Make-Whole Amount;
(iii)	the sum of all other amounts due to the holders under the Notes and
  the Indenture;
(iv)	that on the Redemption Date the Make-Whole Amount will become due and
  payable upon each such Notes so to be redeemed; and
(v)	the place or places, including the offices of our Paying Agent in Luxembourg,
  where such Securities so to be redeemed are to be surrendered for payment of
  the Make-Whole Amount.
Notice of the Optional Redemption having been given as aforesaid, the Notes
  so to be redeemed shall, on the Redemption Date, become due and payable at the
  Make-Whole Amount therein specified. Upon surrender of any such Notes for redemption
  in accordance with such notice, such Notes shall be paid by the Paying Agent
  on behalf of the Company on the Redemption Date; providedthat moneys
  sufficient therefor have been deposited with the Trustee for the holders.
Notwithstanding anything to the contrary in this Indenture or in the Notes,
  if a Make-Whole Redemption Certificate has been delivered to the Trustee and
  the Company shall have paid to the Trustee for the benefit of the holders (i)
  the Make-Whole Amount and (ii) all other amounts due to the holders and the
  Trustee under the Notes and this Indenture, then neither the holders nor the
  Trustee on their behalf shall any longer be entitled to exercise any of the
  rights of the holders under the Notes other than the rights of the holders to
  receive payment of such amounts from the Paying Agent and the occurrence of
  an Event of Default whether before or after such payment by the Company to the
  Trustee for the benefit of the holders shall not entitle either the holders
  or the Trustee on their behalf after such payment to declare the principal of
  any Notes then outstanding to be due and payable on any date prior to the Redemption
  Date. The funds paid to the Trustee shall be used to redeem the Securities on
  the Redemption Date.
Repurchase of Securities upon a Change of Control. The Company must
  commence, within 30 days of the occurrence of a Change of Control, and consummate
  an Offer to Purchase for all Securities then outstanding, at a purchase price
  equal to 101% of the principal amount of the Securities on the date of repurchase,
  plus accrued interest (if any) to the date of purchase. The Company is not required
  to make an Offer to Purchase following a Change of Control if a third party
  makes an Offer to Purchase that would be in compliance with the provisions described
  in this section if it were made by the Company and such third party purchases
  (for the consideration referred to in the immediately preceding sentence) the
  Securities validly tendered and not withdrawn. Prior to the mailing of the notice
  to Holders and publishing such notice to holders in a daily newspaper of general
  circulation in Luxembourg commencing such Offer to Purchase, but in any event
  within 30 days following any Change of Control, the Company, covenants to (i)
  repay in full all indebtedness of the Company that would prohibit the repurchase
  of the Securities pursuant to such Offer to Purchase or (ii) obtain any requisite
  consents under instruments governing any such indebtedness of the Company to
  permit the repurchase of the Securities. The Company shall first comply with
  the covenant in the preceding sentence before it shall be required to repurchase
  Securities pursuant to this section.
Withholding Tax Redemption. The Securities are subject to redemption
  ("Withholding Tax Redemption") at any time (a "Withholding Tax
  Redemption Date"), as a whole but not in part, at the election of the Company,
  at a redemption price equal to 100% of the unpaid principal amount thereof plus
  accrued and unpaid interest, if any, to and including the Withholding Tax Redemption
  Date (the "Withholding Tax Redemption Price") if, as a result of (i)
  any change in or amendment to the laws, rules or regulations of Mexico, or any
  political subdivision or taxing authority or other instrumentality thereof or
  therein, or (ii) any amendment to or change in the generally applicable rulings
  or official interpretations relating to such laws, rules or regulations made
  by any legislative body, court or governmental or regulatory agency or authority
  (including the enactment of any legislation and the publication of any judicial
  decision or regulatory determination) of Mexico, or any political subdivision
  or taxing authority or other instrumentality thereof or therein, or (iii) any
  official interpretation, application or pronouncement by any legislative body,
  court or governmental or regulatory agency or authority that provides for a
  position with respect to such laws, rules or regulations that differs from the
  theretofore generally accepted position, which amendment or change is enacted,
  promulgated, issued or announced or which interpretation, application or pronouncement
  is issued or announced, in each case, after the Closing Date, the Company has
  become or would become required to pay any Additional Amounts in excess of those
  attributable to Taxes that are imposed, deducted or withheld at a rate of 10%
  on or from any payments under the Securities.
The election of the Company to redeem the Securities shall be evidenced by
  a certificate (a "Withholding Tax Redemption Certificate") of a financial
  officer of the Company, which certificate shall be delivered to the Trustee.
  The Company shall, not less than 30 days nor more than 45 days prior to the
  Withholding Tax Redemption Date, notify the Trustee in writing of such Withholding
  Tax Redemption Date and of all other information necessary to the giving by
  the Trustee of notices of such Withholding Tax Redemption. The Trustee shall
  be entitled to rely conclusively upon the information so furnished by the Company
  in the Withholding Tax Redemption Certificate and shall be under no duty to
  check the accuracy or completeness thereof. Such notice shall be irrevocable
  and upon its delivery the Company shall be obligated to make the payment or
  payments to the Trustee referred to therein at least two Business Days prior
  to such Withholding Tax Redemption Date.
Notice of Withholding Tax Redemption shall be given by the Trustee to the holders,
  in accordance with the provisions of Section 106 of the Original Indenture,
  upon the mailing by first-class postage prepaid to each holder at the address
  of such holder as it appears in the Register not less than 15 days nor more
  than 30 days prior to the Withholding Tax Redemption Date.
The notice of Withholding Tax Redemption shall state:
(i)	the Withholding Tax Redemption Date;
    (ii)	the Withholding Tax Redemption Price;
    (iii)	the sum of all other amounts due to the holders under the Securities
      and this Indenture;
    (iv)	that on the Withholding Tax Redemption Date the Withholding Tax
      Redemption Price will become due and payable upon each such Security so
      to be redeemed; and
    (v)	the place or places, including the offices of our Paying Agent in
      Luxembourg, where such Securities so to be redeemed are to be surrendered
      for payment of the Withholding Tax Redemption Price.Notice of Withholding Tax Redemption having been given as aforesaid, the Securities
  so to be redeemed shall, on the Withholding Tax Redemption Date, become due
  and payable at the Withholding Tax Redemption Price therein specified. Upon
  surrender of any such Securities for redemption in accordance with such notice,
  such Securities shall be paid by the Paying Agent on behalf of the Company on
  the Withholding Tax Redemption Date; provided that moneys sufficient
  therefor have been deposited with the Trustee for the holders.
Notwithstanding anything to the contrary in this Indenture or in the Securities,
  if a Withholding Tax Redemption Certificate has been delivered to the Trustee
  and the Company shall have paid to the Trustee for the benefit of the holders
  (i) the Withholding Tax Redemption Price and (ii) all other amounts due to the
  holders and the Trustee under the Securities and this Indenture, then neither
  the holders nor the Trustee on their behalf shall any longer be entitled to
  exercise any of the rights of the holders under the Securities other than the
  rights of the holders to receive payment of such amounts from the Paying Agent
  and the occurrence of an Event of Default whether before or after such payment
  by the Company to the Trustee for the benefit of the holders shall not entitle
  either the holders or the Trustee on their behalf after such payment to declare
  the principal of any Securities then outstanding to be due and payable on any
  date prior to the Withholding Tax Redemption Date. The funds paid to the Trustee
  shall be used to redeem the Securities on the Withholding Tax Redemption Date.
All terms used in this Security which are defined in the Indenture shall have
  the meanings assigned to them in the Indenture.
THE INDENTURE AND THIS SECURITY SHALL BE GOVERNED BY AND BE CONSTRUED IN
  ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ANY
  PROVISIONS RELATING TO CONFLICTS OF LAWS OTHER THAN SECTION 5-1401 OF THE NEW
  YORK GENERAL OBLIGATIONS LAW.


SCHEDULE A
SCHEDULE OF EXCHANGES

The following exchanges of Notes for Notes represented by this Regulation S
  Security have been made:
Principal Amount of this RegulationS
      Security as of the date of exchange
    Date exchange made
    Change in Principal amount of this
      RegulationS Security due to exchange
    Principal amount of this RegulationS
      Security following such exchange
    Notation made by or on behalf of
      the Trustee 
     
     
     
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     Exhibit B

FORM OF TRANSFER CERTIFICATE 
  FOR EXCHANGE OR TRANSFER FROM RULE 144A SECURITY
  TO REGULATIONS SECURITY PRIOR TO THE EXPIRATION
  OF THE RESTRICTED PERIOD

The Bank of New York
  101 Barclay Street
  New York, New York 10286
  Attention: Corporate Trust Administration
Re:	Controladora Comercial Mexicana, S.A. de C.V.$200,000,0006.625% Senior Notes due 2015 (the "Notes")Reference is hereby made to the Indenture dated as of June 1, 2005, between
  THE BANK OF NEW YORK (the "Trustee") and CONTROLADORA COMERCIAL MEXICANA,
  S.A. DE C.V. (the "Company") (as amended or supplemented through the
  date hereof, the "Indenture"). Capitalized terms not defined in this
  Certificate shall have the meanings given to them in the Indenture.
This Certificate relates to _______________ principal amount of Notes represented
  by a beneficial interest in the Rule 144A Security (CUSIP No.) held with the
  Depositary by or on behalf of [transferor] as beneficial owner (the "Transferor").
  The Transferor has requested an exchange or transfer of its beneficial interest
  for an interest in the Regulation S Security (CUSIP (CINS) No.).
In connection with such request and in respect of such Notes, the Transferor
  does hereby certify that such exchange or transfer has been effected in accordance
  with the transfer restrictions set forth in the Notes and pursuant to and in
  accordance with Rule 903 or Rule 904 (as applicable) of Regulation S under the
  Securities Act, and accordingly the Transferor does hereby certify that:
(1)	the Transferor is not a distributor of the Securities, an affiliate
          of the Company or any such distributor or a person acting on behalf
          of any of the foregoing;
        (2)	the offer of the Notes was not made to a person in the United
          States;
        (3)	either: (A)	at the time the buy order was originated,
                  the transferee was outside the United States or the Transferor
                  and any person acting on its behalf reasonably believed that
                  the transferee was outside the United States, or
                (B)	The transaction was executed in, on or through the
                  facilities of a designated offshore securities market and neither
                  the Transferor nor any person acting on its behalf knows that
                  the transaction was prearranged with a buyer in the United States;(4)	no directed selling efforts have been made in contravention
          of the requirements of Rule 903(b) or 904(b) of Regulation S, as applicable;
        (5)	if the Transferor is a dealer in securities or has received
          a selling concession, fee or other remuneration in respect of the Securities
          covered by this transfer certificate then the requirements of Rule 904(c)(1)
          have been satisfied;
        (6)	the transaction is not part of a plan or scheme to evade the
          registration requirements of the Securities Act; and
        (7)	upon completion of the transaction, the beneficial interest
          being transferred as described above is to be held with the Depositary
          in account _______.This Certificate and the statements contained herein are made for your benefit
  and the benefit of the Company and the Initial Purchasers of such Notes being
  exchanged or transferred. Terms used in this Certificate and not otherwise defined
  in the Indenture have the meanings set forth in Regulation S under the Securities
  Act.
[Insert Name of Transferor]
By:__________________________
Name:
  		Title:
Dated: _______________________
cc:	Controladora Comercial Mexicana, S.A. de C.V.
Exhibit C

FORM OF TRANSFER CERTIFICATE FOR TRANSFER
  OR EXCHANGE FROM RULE 144A SECURITY
  TO REGULATION S SECURITY AFTER THE
  EXPIRATION OF THE RESTRICTED PERIOD
The Bank of New York
  101 Barclay Street
  New York, New York 10286
  Attention: Corporate Trust Administration
Re:	Controladora Comercial Mexicana, S.A. de C.V.$200,000,000 6.625% Senior Notes due 2015 (the "Notes")Reference is hereby made to the Indenture dated as of June 1, 2005, between
  THE BANK OF NEW YORK (the "Trustee") and CONTROLADORA COMERCIAL MEXICANA,
  S.A. DE C.V. (the "Company") (as amended or supplemented through the
  date hereof, the "Indenture"). Capitalized terms not defined in this
  Certificate shall have the meanings given to them in the Indenture.
This Certificate relates to ___________ principal amount of Notes represented
  by a beneficial interest in the Rule 144A Security (CUSIP No. [______])
  held with the Depositary by or on behalf of [transferor] as beneficial owner
  (the "Transferor").
In connection with such request and in respect of such Notes, the Transferor
  does hereby certify that such exchange or transfer has been effected in accordance
  with the transfer restrictions set forth in the Notes and that, with respect
  to transfers made in reliance on Regulation S under the Securities Act, pursuant
  to and in accordance with Regulation S under the Securities Act, and accordingly
  the Transferor does hereby further certify that:
(i)	(A) the offer of the Notes
              was not made to a person in the United States;
            (B) either:	(1)	at the time the buy order was originated,
                the transferee was outside the United States or the Transferor
                and any person acting on its behalf reasonably believed that the
                transferee was outside the United States, or
              (2)	the transaction was executed in, on or through
                the facilities of a designated offshore securities market and
                neither the Transferor nor any person acting on its behalf knows
                that the transaction was pre-arranged with a buyer in the United
                States;(C)	no directed selling efforts have been made in contravention of the
      requirements of Rule 903(b) or 904(b) of Regulation S, as applicable; and
    (D)	the transaction is not part of a plan or scheme to evade the registration
      requirements of the Securities Act; or
    (ii) with respect to transfers made in reliance on Rule 144 under the Securities
      Act, the Notes are being transferred in a transaction permitted by Rule
      144 under the Securities Act.This Certificate and the statements contained herein are made for your benefit
  and the benefit of the Company and the Initial Purchasers of such Notes being
  exchanged or transferred. Terms used in this Certificate and not otherwise defined
  in the Indenture have the meanings set forth in Regulation S under the Securities
  Act.
[Insert Name of Transferor]
By:	______________________________
Name:
  		Title:
Dated: _______________________
cc:	Controladora Comercial Mexicana, S.A. de C.V.
Exhibit D
FORM OF TRANSFER CERTIFICATE FOR TRANSFER OR
  EXCHANGE FROM REGULATION S SECURITY
  TO RULE 144A SECURITY
The Bank of New York
  101 Barclay Street
  New York, New York 10286
  Attention: Corporate Trust Administration
Re: 	Controladora Comercial Mexicana, S.A. de C.V.$200,000,000 6.625% Senior Notes due 2015 (the "Notes")Reference is hereby made to the Indenture dated as of June 1, 2005 between
  THE BANK OF NEW YORK (the "Trustee") and CONTROLADORA COMERCIAL MEXICANA,
  S.A. DE C.V. (the "Company") (as amended or supplemented through the
  date hereof, the "Indenture"). Capitalized terms not defined in this
  Certificate shall have the meanings given to them in the Indenture.
This Certificate relates to _____________________________________ principal
  amount of Notes which are held in the form of a beneficial interest in the Regulation
  S Security (CUSIP No. [______]) through the Depositary by or on behalf
  of transferor as beneficial owner (the "Transferor"). The Transferor
  has requested an exchange or transfer of its interest in the Notes for an interest
  in the Rule 144A Security (CUSIP No. [______]).
In connection with such request, and in respect of such Notes, the Transferor
  does hereby certify that such transfer is being effected in accordance with
  the transfer restrictions set forth in the Indenture and pursuant to and in
  accordance with Rule 144A under the United States Securities Act of 1933, as
  amended (the "Securities Act") to a transferee that the Transferor
  reasonably believes is purchasing the Securities for its own account or an account
  with respect to which the transferee exercises sole investment discretion and
  the transferee and any such account is a "qualified institutional buyer"
  within the meaning of Rule 144A, in each case in a transaction meeting the requirements
  of Rule 144A and in accordance with any applicable securities laws of any state
  of the United States or any other jurisdiction.
This Certificate and the statements contained herein are made for your benefit
  and the benefit of the Company and the Initial Purchasers of the Notes being
  transferred.
[Insert Name of Transferor]
By:	______________________________
Name:
  		Title:
Dated: _______________________
cc:	Controladora Comercial Mexicana, S.A. de C.V.
Exhibit E
FORM OF CERTIFICATE OF BENEFICIAL OWNERSHIP
Re:	Controladora Comercial Mexicana, S.A. de C.V.$200,000,000 6.625% Senior Notes due 2015 (the "Notes")Reference is hereby made to the Indenture dated as of June 1, 2005 between
  THE BANK OF NEW YORK (the "Trustee") and CONTROLADORA COMERCIAL MEXICANA,
  S.A. DE C.V. (the "Company") (as supplemented by the First Supplemental
  Indenture, dated June 1, 2005, between the Company, the Trustee and Banque Internationale
  à Luxembourg, Société Anonyme, the "Indenture").
  Capitalized terms not defined in this Certificate shall have the meanings given
  to them in the Indenture.
This is to certify that as of the date hereof and except as set forth below,
  the above-captioned Notes held by you for our account are beneficially owned
  by (a) non-U.S. person(s) or (b) U.S. person(s) who purchased the Notes in transactions
  which did not require registration under the Securities Act of 1933, as amended
  (the "Act"). As used in this paragraph, the term "U.S. person"
  has the meaning given to it by Regulation S under the Securities Act.
As used herein, "United States" means the United States of America
  (including the States and the District of Columbia); and its "possessions"
  included Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island
  and the Northern Mariana Islands.
We undertake to advise you promptly by tested telex or by electronic transmission
  on or prior to the date on which you intend to submit your certification relating
  to the Notes held by you for our account in accordance with your operating procedures
  if any applicable statement herein is not correct on such date, and in the absence
  of any such notification it may be assumed that this certification applies as
  of such date.
This certification excepts and does not relate to $__________________________of
  such interest in the above Notes in respect of which we are not able to certify
  and as to which we understand exchange and delivery of definitive Notes (or,
  if relevant, exercise of any rights or collection of any interest) cannot be
  made until we do so certify.
We understand that this certification is required in connection with certain
  securities laws of the United States. In connection therewith, if administrative
  or legal proceedings are commenced or threatened in connection with which this
  certification is or would be relevant, we irrevocably authorize you to produce
  this certification to any interested party in such proceedings.
Date: ___________________________
By: ________________________________
As, or as agent for, the beneficial owner(s) of the Notes to which this certificate
  relates.
Exhibit F

FORM OF REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (this "Agreement") is made and
  entered into this 1st day of June 2005, between Controladora Comercial Mexicana,
  S.A. de C.V. , a limited liability variable stock corporation (sociedad anónima
  de capital variable) organized under the laws of the United Mexican States (the
  "Company") and Credit Suisse First Boston LLC ("CSFB"),
  as representative of the several Initial Purchasers listed in Schedule A to
  the Purchase Agreement (as defined herein) (the "Initial Purchasers").
This Agreement is made pursuant to the Purchase Agreement, dated May 25, 2005,
  among the Company and the Initial Purchasers (the "Purchase Agreement"),
  which provides for the sale by the Company to the Initial Purchasers of an aggregate
  of U.S.$200,000,000 principal amount of the Company’s 6.625% Senior Notes
  due 2015 (the "Securities"). In order to induce the Initial Purchasers
  to enter into the Purchase Agreement, the Company has agreed to provide to the
  Initial Purchasers and their direct and indirect transferees the registration
  rights set forth in this Agreement. The execution of this Agreement is a condition
  to the closing under the Purchase Agreement.
In consideration of the foregoing, the parties hereto agree as follows:
1.	Definitions.
As used in this Agreement, the following capitalized defined terms shall have
  the following meanings:
"1933 Act" shall mean the Securities Act of 1933, as amended.
"1934 Act" shall mean the Securities Exchange Act of 1934, as amended.
"Business Day" shall mean a day that is not a Saturday, a Sunday,
  or a day on which banking institutions in New York, New York or Luxembourg are
  authorized or required to be closed.
"Closing Date" shall mean the Closing Time as defined in the Purchase
  Agreement.
"Company" shall have the meaning set forth in the preamble and shall
  also include the Company’s successors.
"Depositary" shall mean The Depository Trust Company, or any other
  depositary appointed by the Company, provided, however, that such depositary
  must have an address in the Borough of Manhattan, in The City of New York.
"Exchange Offer" shall mean the exchange offer by the Company of
  Exchange Securities for Registrable Securities pursuant to Section 2.1 hereof.
"Exchange Offer Registration" shall mean a registration under the
  1933 Act effected pursuant to Section 2.1 hereof.
"Exchange Offer Registration Statement" shall mean an exchange offer
  registration statement on Form F-4 (or, if applicable, on another appropriate
  form), and all amendments and supplements to such registration statement, including
  the Prospectus contained therein, all exhibits thereto and all documents incorporated
  by reference therein.
"Exchange Period" shall have the meaning set forth in Section 2.1
  hereof.
"Exchange Securities" shall mean the 6.625% Senior Notes due 2015
  issued by the Company under the Indenture containing terms identical to the
  Securities in all material respects (except for references to certain interest
  rate provisions, restrictions on transfers and restrictive legends), to be offered
  to Holders of Securities in exchange for Registrable Securities pursuant to
  the Exchange Offer.
"Holder" shall mean an Initial Purchaser, for so long as it owns
  any Registrable Securities, and each of its successors, assigns and direct and
  indirect transferees who become registered owners of Registrable Securities
  under the Indenture and each Participating Broker- Dealer that holds Exchange
  Securities for so long as such Participating Broker-Dealer is required to deliver
  a prospectus meeting the requirements of the 1933 Act in connection with any
  resale of such Exchange Securities.
"Indenture" shall mean the Indenture relating to the Securities dated
  as of June 1, 2005, between the Company and The Bank of New York, as Trustee,
  as supplemented by the first supplemental indenture dated as of June 1, 2005
  among the Company, The Bank of New York, as Trustee, Registrar, Paying Agent
  and Transfer Agent and Dexia Banque Internationale à Luxembourg, Société
  Anonyme, as Luxembourg Paying Agent and Transfer Agent as the same may be amended,
  supplemented, waived or otherwise modified from time to time in accordance with
  the terms thereof.
"Initial Purchaser" or "Initial Purchasers" shall have
  the meaning set forth in the preamble.
"Majority Holders" shall mean the Holders of a majority of the aggregate
  principal amount of Outstanding (as defined in the Indenture) Registrable Securities;
  provided that whenever the consent or approval of Holders of a specified percentage
  of Registrable Securities is required hereunder, Registrable Securities held
  by the Company and other obligors on the Securities or any (as defined in the
  Indenture) of the Company shall be disregarded in determining whether such consent
  or approval was given by the Holders of such required percentage amount.
"Participating Broker-Dealer" shall mean any of CSFB and any other
  broker-dealer that makes a market in the Securities and exchanges Registrable
  Securities in the Exchange Offer for Exchange Securities.
"Person" shall mean an individual, partnership (general or limited),
  corporation, limited liability company, trust, unincorporated organization or
  a government or agency or political subdivision thereof.
"Private Exchange" shall have the meaning set forth in Section 2.1
  hereof.
"Private Exchange Securities" shall have the meaning set forth in
  Section 2.1 hereof.
"Prospectus" shall mean the prospectus included in a Registration
  Statement, including any preliminary prospectus, and any such prospectus as
  amended or supplemented by any prospectus supplement, including any such prospectus
  supplement with respect to the terms of the offering of any portion of the Registrable
  Securities covered by a Shelf Registration Statement, and by all other amendments
  and supplements to a prospectus, including post-effective amendments, and in
  each case including all material incorporated by reference therein.
"Purchase Agreement" shall have the meaning set forth in the preamble.
"Registrable Securities" shall mean the Securities and, if issued,
  the Private Exchange Securities; provided, however, that Securities and, if
  issued, the Private Exchange Securities, shall cease to be Registrable Securities
  when (i) a Registration Statement with respect to such Securities shall have
  been declared effective under the 1933 Act and such Securities shall have been
  disposed of pursuant to such Registration Statement, (ii) such Securities have
  been sold to the public pursuant to Rule 144 (or any similar provision then
  in force, but not Rule 144A) under the 1933 Act, (iii) such Securities shall
  have ceased to be outstanding or (iv) the Exchange Offer is consummated (except
  in the case of Securities purchased from the Company and continued to be held
  by the Initial Purchasers).
"Registration Expenses" shall mean any and all expenses incident
  to performance of or compliance by the Company with this Agreement, including
  without limitation: (i) all SEC, stock exchange or National Association of Securities
  Dealers, Inc. (the "NASD") registration and filing fees, including,
  if applicable, the fees and expenses of any "qualified independent underwriter"
  (and its counsel) that is required to be retained by any holder of Registrable
  Securities in accordance with the rules and regulations of the NASD, (ii) all
  fees and expenses incurred in connection with compliance with state securities
  or blue sky laws and compliance with the rules of the NASD (including reasonable
  fees and disbursements of counsel for any underwriters or Holders in connection
  with blue sky qualification of any of the Exchange Securities or Registrable
  Securities and any filings with the NASD), (iii) all expenses of any Persons
  in preparing or assisting in preparing, word processing, printing and distributing
  any Registration Statement, any Prospectus, any amendments or supplements thereto,
  any underwriting agreements, securities sales agreements and other documents
  relating to the performance of and compliance with this Agreement, (iv) all
  fees and expenses incurred in connection with the listing, if any, of any of
  the Registrable Securities on any securities exchange or exchanges, (v) all
  rating agency fees, (vi) the fees and disbursements of counsel for the Company
  and of the independent public accountants of the Company, including the expenses
  of any special audits or "cold comfort" letters required by or incident
  to such performance and compliance, (vii) the fees and expenses of the Trustee,
  and any escrow agent or custodian, (viii) the reasonable expenses of the Initial
  Purchasers in connection with the Exchange Offer, including the reasonable fees
  and expenses of counsel to the Initial Purchasers in connection therewith, (ix)
  the reasonable fees and disbursements of Cleary Gottlieb Steen & Hamilton
  LLP, counsel representing the Holders of Shelf Registrable Securities or Special
  Counsel and (x) the reasonable fees and disbursements of the underwriters customarily
  required to be paid by issuers or sellers of securities and the fees and expenses
  of any special experts retained by the Company in connection with any Registration
  Statement, but excluding underwriting discounts and commissions and transfer
  taxes, if any, relating to the sale or disposition of Registrable Securities
  by a Holder.
"Registration Statement" shall mean any registration statement of
  the Company which covers any of the Exchange Securities or Registrable Securities
  pursuant to the provisions of this Agreement, and all amendments and supplements
  to any such Registration Statement, including post-effective amendments, in
  each case including the Prospectus contained therein, all exhibits thereto and
  all material incorporated by reference therein.
"SAS 72" shall mean Statement on Auditing Standards No. 72.
"SEC" shall mean the United States Securities and Exchange Commission
  or any successor agency or government body performing the functions currently
  performed by the United States Securities and Exchange Commission.
"Shelf Registrable Securities" shall have the meaning set forth in
  Section 2.5.
"Shelf Registration" shall mean a registration effected pursuant
  to Section 2.2 hereof.
"Shelf Registration Statement" shall mean a "shelf" registration
  statement of the Company pursuant to the provisions of Section 2.2 of this Agreement
  which covers all of the Registrable Securities or all of the Private Exchange
  Securities on an appropriate form under Rule 415 under the 1933 Act, or any
  similar rule that may be adopted by the SEC, and all amendments and supplements
  to such registration statement, including post-effective amendments, in each
  case including the Prospectus contained therein, all exhibits thereto and all
  material incorporated by reference therein.
"Special Counsel" shall have the meaning set forth in Section 3(g)(i).
"TIA" shall have the meaning set forth in Section 2.1.
"Trustee" shall mean the trustee with respect to the Securities under
  the Indenture.
2.	Registration Under the 1933 Act.
2.1	Exchange Offer. The Company shall, for the benefit of the Holders, at
  the Company’s cost, (A) use its best efforts to file with the SEC an Exchange
  Offer Registration Statement within 90 days on an appropriate form under the
  1933 Act with respect to a proposed Exchange Offer and the issuance and delivery
  to the Holders, in exchange for the Registrable Securities (other than Private
  Exchange Securities), of a like principal amount of Exchange Securities, (B)
  use its reasonable best efforts to cause the Exchange Offer Registration Statement
  to be declared effective under the 1933 Act within 210 days of the Closing Date,
  (C) use its best efforts to keep the Exchange Offer Registration Statement effective
  until the closing of the Exchange Offer, (D) use its best efforts to cause the
  Exchange Offer to be consummated not later than 270 days following the Closing
  Date and (E) for a period of 90 days following the consummation of the exchange
  offer, to make available a prospectus meeting the requirements of the Securities
  Act to any such participating broker-dealer for use in connection with any resale
  of any exchange notes acquired in the exchange offer. The Exchange Securities
  will be issued under the Indenture. Upon the effectiveness of the Exchange Offer
  Registration Statement, the Company shall promptly commence the Exchange Offer,
  it being the objective of such Exchange Offer to enable each Holder eligible
  and electing to exchange Registrable Securities for Exchange Securities (assuming
  that such Holder (a) is not an affiliate of the Company within the meaning of
  Rule 405 under the 1933 Act, (b) is not a broker-dealer tendering Registrable
  Securities acquired directly from the Company for its own account, (c) acquired
  the Exchange Securities in the ordinary course of such Holder’s business
  and (d) has no arrangements or understandings with any Person to participate
  in the Exchange Offer for the purpose of distributing the Exchange Securities)
  to transfer such Exchange Securities from and after their receipt without any
  limitations or restrictions under the 1933 Act and under state securities or
  blue sky laws.
In connection with the Exchange Offer, the Company shall:
(a)	mail as promptly as practicable to each Holder a copy of the Prospectus
  forming part of the Exchange Offer Registration Statement, together with an
  appropriate letter of transmittal and related documents;
(b)	keep the Exchange Offer open for acceptance for a period of not less
  than 20 Business Days after the date notice thereof is mailed to the Holders
  (or longer if required by applicable law) (such period referred to herein as
  the "Exchange Period");
(c)	utilize the services of the Depositary for the Exchange Offer;
(d)	permit Holders to withdraw tendered Registrable Securities at any time
  prior to the close of business, New York City time, on the last Business Day
  of the Exchange Period, by sending to the institution specified in the notice,
  a telegram, telex, facsimile transmission or letter setting forth the name of
  such Holder, the principal amount of Registrable Securities delivered for exchange,
  and a statement that such Holder is withdrawing such Holder’s election
  to have such Securities exchanged;
(e)	notify each Holder that any Registrable Security not tendered will remain
  outstanding and continue to accrue interest but will not retain any rights under
  this Agreement (except in the case of the Initial Purchasers and Participating
  Broker-Dealers as provided herein); and
(f)	otherwise comply in all material respects with all applicable laws relating
  to the Exchange Offer.
If, prior to consummation of the Exchange Offer, the Initial Purchasers hold
  any Securities acquired by them and having the status of an unsold allotment
  in the initial distribution, the Company upon the request of any Initial Purchaser
  shall, simultaneously with the delivery of the Exchange Securities in the Exchange
  Offer, issue and deliver to such Initial Purchaser in exchange (the "Private
  Exchange") for the Securities held by such Initial Purchaser, a like principal
  amount of debt securities of the Company, that are identical (except that such
  securities shall bear appropriate transfer restrictions) to the Exchange Securities
  (the "Private Exchange Securities").
The Exchange Securities and the Private Exchange Securities shall be issued
  under (i) the Indenture or (ii) an indenture identical in all material respects
  to the Indenture and which, in either case, has been qualified under the TIA,
  or is exempt from such qualification and shall provide that the Exchange Securities
  shall not be subject to the transfer restrictions set forth in the Indenture
  but that the Private Exchange Securities shall be subject to such transfer restrictions.
  The Indenture or such indenture shall provide that the Exchange Securities,
  the Private Exchange Securities and the Securities shall vote and consent together
  on all matters as one class and that none of the Exchange Securities, the Private
  Exchange Securities or the Securities will have the right to vote or consent
  as a separate class on any matter. The Private Exchange Securities shall be
  of the same series as the Exchange Securities.
As soon as practicable after the close of the Exchange Offer and/or the Private
  Exchange, as the case may be, the Company shall:
(i)	accept for exchange all Registrable Securities duly tendered and not
  validly withdrawn pursuant to the Exchange Offer in accordance with the terms
  of the Exchange Offer Registration Statement and the letter of transmittal which
  shall be an exhibit thereto;
(ii)	accept for exchange all Securities properly tendered and not validly
  withdrawn pursuant to the Private Exchange;
(iii)	deliver, or cause to be delivered, to the Trustee for cancellation
  all Registrable Securities so accepted for exchange; and
(iv)	cause the Trustee promptly to authenticate and deliver Exchange Securities
  or Private Exchange Securities, as the case may be, to each Holder of Registrable
  Securities so accepted for exchange in a principal amount equal to the principal
  amount of the Registrable Securities of such Holder so accepted for exchange.
Interest on each Exchange Security and Private Exchange Security will accrue
  from the last date on which interest was paid on the Registrable Securities
  surrendered in exchange therefor or, if no interest has been paid on the Registrable
  Securities, from the date of original issuance. The Exchange Offer and the Private
  Exchange shall not be subject to any conditions, other than (i) that the Exchange
  Offer or the Private Exchange, or the making of any exchange by a Holder, does
  not violate applicable law or any applicable interpretation of the staff of
  the SEC, (ii) the valid tendering of Registrable Securities in accordance with
  the Exchange Offer and the Private Exchange, (iii) that each Holder of Registrable
  Securities exchanged in the Exchange Offer shall have represented that all Exchange
  Securities to be received by it shall be acquired in the ordinary course of
  its business and that at the time of the consummation of the Exchange Offer
  it shall have no arrangement or understanding with any person to participate
  in the distribution (within the meaning of the 1933 Act) of the Exchange Securities
  and shall have made such other representations as may be reasonably necessary
  under applicable SEC rules, regulations or interpretations to render the use
  of Form F-4 or other appropriate form under the 1933 Act available and (iv)
  that no action or proceeding shall have been instituted or threatened in any
  court or by or before any governmental agency with respect to the Exchange Offer
  or the Private Exchange which, in the Company’s judgment, would reasonably
  be expected to impair the ability of the Company to proceed with the Exchange
  Offer or the Private Exchange.
Upon consummation of the Exchange Offer in accordance with this Agreement,
  the Company shall have no further obligation to register the Registrable Securities
  pursuant to Section 2.2 of this Agreement.
2.2	Shelf Registration. (i) If, because of any changes in law, SEC rules
  or regulations or applicable interpretations thereof by the staff of the SEC,
  the Company determines after consultation with its outside counsel that it is
  not permitted to effect the Exchange Offer as contemplated by Section 2.1 hereof,
  (ii) if for any other reason (A) the Exchange Offer Registration Statement is
  not declared effective within 210 days following the original issue of the Registrable
  Securities or (B) the Exchange Offer is not consummated within 270 days after
  the original issue of the Registrable Securities, (iii) upon the request of
  any of the Initial Purchasers holding Private Exchange Securities with respect
  to Registrable Securities that are not eligible for Exchange Securities in the
  Exchange Offer or if the Initial Purchasers do not receive freely tradable Exchange
  Securities in the Exchange Offer or (iv) upon notice of any Holder (other than
  an Initial Purchaser) given to the Company in writing within 30 days after the
  commencement of the Exchange Offer that (A) due to a change in law or SEC policy
  it is not entitled to participate in the Exchange Offer, (B) due to a change
  in law or SEC policy it may not resell the Exchange Securities acquired by it
  in the Exchange Offer to the public without delivering a prospectus and the
  prospectus contained in the Exchange Offer Registration Statement is not appropriate
  or available for such resales by such Holder or (C) it is a broker-dealer and
  owns Registrable Securities acquired directly from the Company or an affiliate
  of the Company, then in case of each of clauses (i) through (iv) the Company
  shall, at its cost:
(a)	As promptly as practicable, file with the SEC, and thereafter shall
  use its reasonable best efforts to cause to be declared effective as promptly
  as practicable but no later than 210 days after the original issue of the Registrable
  Securities, a Shelf Registration Statement relating to the offer and sale of
  the Registrable Securities by the Holders from time to time in accordance with
  the methods of distribution elected by the Majority Holders participating in
  the Shelf Registration and set forth in such Shelf Registration Statement.
(b)	Use its reasonable best efforts to keep the Shelf Registration Statement
  continuously effective in order to permit the Prospectus forming part thereof
  to be usable by Holders for a period of two years from the original issue of
  the Registrable Securities, or for such shorter period that will terminate when
  all Registrable Securities covered by the Shelf Registration Statement have
  been sold pursuant to the Shelf Registration Statement or cease to be outstanding
  or otherwise to be Registrable Securities (the "Effectiveness Period");
  provided, however, that the Effectiveness Period in respect of the Shelf Registration
  Statement shall be extended up to a maximum of 90 days if necessary to permit
  dealers to comply with the applicable prospectus delivery requirements of Rule
  174 under the 1933 Act and as otherwise provided herein.
(c)	Notwithstanding any other provisions hereof, use its reasonable best
  efforts to ensure that (i) any Shelf Registration Statement and any amendment
  thereto and any Prospectus forming part thereof and any supplement thereto complies
  in all material respects with the 1933 Act and the rules and regulations thereunder,
  (ii) any Shelf Registration Statement and any amendment thereto does not, when
  it becomes effective, contain an untrue statement of a material fact or omit
  to state a material fact required to be stated therein or necessary to make
  the statements therein not misleading and (iii) any Prospectus forming part
  of any Shelf Registration Statement, and any supplement to such Prospectus (as
  amended or supplemented from time to time), does not include an untrue statement
  of a material fact or omit to state a material fact necessary in order to make
  the statements, in light of the circumstances under which they were made, not
  misleading.
The Company shall not permit any securities other than Registrable Securities
  to be included in the Shelf Registration Statement. The Company further agrees,
  if necessary, to supplement or amend the Shelf Registration Statement, as required
  by Section 3(b) below, and to furnish to the Holders of Registrable Securities
  copies of any such supplement or amendment promptly as reasonably practicable
  after its being used or filed with the SEC.
2.3	Expenses. The Company shall pay all Registration Expenses in connection
  with the registration pursuant to Section 2.1 or 2.2. Each Holder shall pay
  all underwriting discounts and commissions and transfer taxes, if any, relating
  to the sale or disposition of such Holder’s Registrable Securities pursuant
  to the Shelf Registration Statement.
2.4	Effectiveness.
(a)	The Company will be deemed not to have used its reasonable best efforts
  to cause the Exchange Offer Registration Statement or the Shelf Registration
  Statement, as the case may be, to become, or to remain, effective during the
  requisite period if the Company voluntarily takes any action that would, or
  omits to take any action which omission would, result in any such Registration
  Statement not being declared effective or in the Holders of Registrable Securities
  covered thereby not being able to exchange or offer and sell such Registrable
  Securities during that period as and to the extent contemplated hereby, unless
  (i) such action is required by applicable law, or (ii) such action is taken
  by the Company in good faith and for valid business reasons (not including avoidance
  of the Company’s obligations hereunder), including the acquisition or
  divestiture of assets, so long as the Company promptly thereafter complies with
  the requirements of Section 3(k) hereof, if applicable.
(b)	An Exchange Offer Registration Statement pursuant to Section 2.1 hereof
  or a Shelf Registration Statement pursuant to Section 2.2 hereof will not be
  deemed to have become effective unless it has been declared effective by the
  SEC; provided, however, that if, after it has been declared effective, the offering
  of Registrable Securities pursuant to an Exchange Offer Registration Statement
  or a Shelf Registration Statement is interfered with by any stop order, injunction
  or other order or requirement of the SEC or any other governmental agency or
  court, such Registration Statement will be deemed not to have become effective
  during the period of such interference, until the offering of Registrable Securities
  pursuant to such Registration Statement may legally resume.
2.5	Interest. In the event that either (a) the Exchange Offer Registration
  Statement is not filed with the Commission on or prior to the 90 calendar day
  following the date of original issue of the Securities, (b) the Exchange Offer
  Registration Statement has not been declared effective on or prior to the 210th
  calendar day following the date of original issue of the Securities or (c) the
  Exchange Offer is not consummated or, if required, a Shelf Registration Statement
  is not declared effective, in either case, on or prior to the 270th calendar
  day following the date of original issue of the Securities (each such event
  referred to in clauses (a) through (c) above, a "Registration Default"),
  the interest rate borne by the Securities affected by the Registration Default
  shall be increased ("Additional Interest") by an additional 25 basis
  points per annum upon the occurrence of each Registration Default, which rate
  will increase by an additional 25 basis points at the beginning of each 90-day
  period (or portion thereof) that such Additional Interest continues to accrue
  under any such circumstance, provided that the maximum aggregate increase in
  the interest rate will in no event exceed 100 basis points per annum provided,
  however, that no Additional Interest shall be payable if the Exchange Offer
  Registration Statement is not filed or declared effective or the Exchange Offer
  is not consummated on account of the reasons set forth in clause (i) of the
  first paragraph of Section 2.2 (it being understood, however, that in any such
  case the Company shall be obligated to file a Shelf Registration Statement and
  Additional Interest shall be payable if the Shelf Registration Statement is
  not declared effective in accordance with clause (c)), that no Additional Interest
  shall be payable if the Shelf Registration Statement is not declared effective
  as set forth above because the request under clause (iii) of Section 2.2 or
  notice under clause (iv) of such paragraph was not made on a timely basis; and
  provided, further, that Additional Interest shall only be payable in case the
  Shelf Registration Statement is not declared effective as aforesaid. Immediately
  following the cure of a Registration Default, the accrual of Additional Interest
  with respect to that particular Registration Default will cease. Immediately
  following the cure of all Registration Defaults or the date on which the Exchange
  Securities are saleable pursuant to Rule 144(k) under the 1933 Act or any successor
  provision, the accrual of Additional Interest will cease and the interest rate
  will revert to the original rate.
If the Shelf Registration Statement is declared effective but becomes unusable
  by the Holders of Registrable Securities covered by such Shelf Registration
  Statement ("Shelf Registrable Securities") for any reason, and the
  aggregate number of days in any consecutive twelve-month period for which the
  Shelf Registration Statement shall not be usable exceeds 30 days in the aggregate,
  then the interest rate borne by the Shelf Registrable Securities will be increased
  by an additional 25 basis points per annum for the first 90-day period (or portion
  thereof) beginning on the 31st such day that such Shelf Registration Statement
  ceases to be usable, which rate shall be increased by an additional 25 basis
  points per annum at the beginning of each subsequent 90-day period; provided
  that the maximum aggregate increase in the interest rate as a result of a Shelf
  Registration Statement being unusable (inclusive of any interest that accrues
  on such Shelf Registrable Securities pursuant to the first paragraph of this
  Section 2.5) will in no event exceed 100 basis points per annum. Upon the Shelf
  Registration Statement once again becoming usable, the interest rate borne by
  the Shelf Registrable Securities will be reduced to the original interest rate.
  Additional Interest shall be computed based on the actual number of days elapsed
  in each 90-day period in which the Shelf Registration Statement is unusable.
The Company shall notify the Trustee within five business days after each and
  every date on which an event occurs in respect of which Additional Interest
  is required to be paid (an "Event Date"). Additional Interest shall
  be paid by depositing with the Trustee, in trust, for the benefit of the Holders
  of Registrable Securities entitled to receive the interest payment, on or before
  the applicable semiannual interest payment date, immediately available funds
  in sums sufficient to pay the Additional Interest then due. The Additional Interest
  due shall be payable on each interest payment date to the record Holder of Securities
  entitled to receive the interest payment to be paid on such date as set forth
  in the Indenture. Each obligation to pay Additional Interest shall be deemed
  to accrue from and including the day following the applicable Event Date.
2.6	Luxembourg Stock Exchange. The Company shall, for the benefit of the
  Holders, use its best efforts to (A) file an application to list the Exchange
  Securities and the Shelf Registrable Securities, if any, on the Luxembourg Stock
  Exchange; (B) inform the Luxembourg Stock Exchange and cause notice to be published
  in a daily newspaper of general circulation in Luxembourg prior to commencing
  the Exchange Offer or the Shelf Registration; (C) provide to the Luxembourg
  Stock Exchange documents relating to the Exchange Offer or Shelf Registration
  and consummate the exchange at the office of Dexia Banque Internationale à
  Luxembourg, Société Anonyme, the paying and transfer agent in
  Luxembourg, at 69 route d’Esch, L-2953 Luxembourg, and (D) provide the
  results of the Exchange Offer or the Shelf Registration, including any increase
  in the interest rate, to the Luxembourg Stock Exchange and cause such results
  to be published in a daily newspaper of general circulation in Luxembourg.
3.	Registration Procedures.
In connection with the obligations of the Company with respect to Registration
  Statements pursuant to Sections 2.1 and 2.2 hereof, the Company shall:
(a)	prepare and file with the SEC a Registration Statement, within the relevant
  time period specified in Section 2, on the appropriate form under the 1933 Act,
  which form (i) shall be selected by the Company, (ii) shall, in the case of
  a Shelf Registration, be available for the sale of the Shelf Registrable Securities
  by the selling Holders thereof, and (iii) shall comply as to form in all material
  respects with the requirements of the applicable form and include or incorporate
  by reference all financial statements required by the SEC to be filed therewith
  or incorporated by reference therein;
(b)	prepare and file with the SEC such amendments and post-effective amendments
  to each Registration Statement as may be necessary under applicable law to keep
  such Registration Statement effective for the applicable period; and cause each
  Prospectus to be supplemented by any required prospectus supplement, and as
  so supplemented to be filed pursuant to Rule 424 (or any similar provision then
  in force) under the 1933 Act and comply with the provisions of the 1933 Act,
  the 1934 Act and the rules and regulations thereunder applicable to them with
  respect to the disposition of all securities covered by each Registration Statement
  during the applicable period in accordance in the case of a Shelf Registration
  with the intended method or methods of distribution by the selling Holders thereof
  (including sales by any Participating Broker-Dealer);
(c)	in the case of a Shelf Registration, (i) notify each Holder of Registrable
  Securities, at least five business days prior to filing, that a Shelf Registration
  Statement with respect to the Registrable Securities is being filed and advising
  such Holders that the distribution of Registrable Securities will be made in
  accordance with the method selected by the Majority Holders participating in
  the Shelf Registration; (ii) furnish to each Holder of Registrable Securities
  and to each underwriter of an underwritten offering of Registrable Securities,
  if any, without charge, as many copies of each Prospectus, including each preliminary
  Prospectus, and any amendment or supplement thereto and such other documents
  as such Holder or underwriter may reasonably request, including financial statements
  and schedules and, if the Holder so requests, all exhibits in order to facilitate
  the public sale or other disposition of the Registrable Securities; and (iii)
  hereby consent to the use of the Prospectus or any amendment or supplement thereto
  by each of the selling Holders of Registrable Securities, in accordance with
  applicable law, in connection with the offering and sale of the Registrable
  Securities covered by the Prospectus or any amendment or supplement thereto;
(d)	use its best efforts to register or qualify the Registrable Securities
  under all applicable state securities or "blue sky" laws of such jurisdictions
  as any Holder of Registrable Securities covered by a Registration Statement
  and each underwriter of an underwritten offering of Registrable Securities shall
  reasonably request by the time the applicable Registration Statement is declared
  effective by the SEC, and do any and all other acts and things which may be
  reasonably necessary or advisable to enable each such Holder and underwriter
  to consummate the disposition in each such jurisdiction of such Registrable
  Securities owned by such Holder; provided, however, that the Company shall not
  be required to (i) qualify as a foreign corporation or as a dealer in securities
  in any jurisdiction where it would not otherwise be required to qualify but
  for this Section 3(d), (ii) take any action which would subject it to general
  service of process or taxation in any such jurisdiction where it is not then
  so subject, or (iii) conform its capitalization or the composition of its assets
  at the time to the securities or blue sky laws of such jurisdiction;
(e)	notify promptly each Holder of Registrable Securities under a Shelf
  Registration or any Participating Broker-Dealer who has notified the Company
  that it is utilizing the Exchange Offer Registration Statement as provided in
  paragraph (f) below and, if requested by such Holder or Participating Broker-Dealer,
  confirm such advice in writing promptly (i) when a Registration Statement has
  become effective and when any post-effective amendments and supplements thereto
  become effective, (ii) of any request by the SEC or any state securities authority
  for post-effective amendments and supplements to a Registration Statement and
  Prospectus or for additional information after the Registration Statement has
  become effective, (iii) of the issuance by the SEC or any state securities authority
  of any stop order suspending the effectiveness of a Registration Statement or
  the initiation of any proceedings for that purpose, (iv) in the case of a Shelf
  Registration, if, between the effective date of a Registration Statement and
  the closing of any sale of Registrable Securities covered thereby, the representations
  and warranties of the Company contained in any underwriting agreement, securities
  sales agreement or other similar agreement, if any, relating to the offering
  cease to be true and correct in all material respects, (v) of the happening
  of any event or the discovery of any facts during the period a Shelf Registration
  Statement is effective which makes any statement made in such Registration Statement
  or the related Prospectus untrue in any material respect or which requires the
  making of any changes in such Registration Statement or Prospectus in order
  to make the statements therein not misleading, (vi) of the receipt by the Company
  of any notification with respect to the suspension of the qualification of the
  Registrable Securities or the Exchange Securities, as the case may be, for sale
  in any jurisdiction or the initiation or threatening of any proceeding for such
  purpose and (vii) of any determination by the Company that a post-effective
  amendment to such Registration Statement would be appropriate;
(f)	(A) in the case of the Exchange Offer Registration Statement (i) include
  in the Exchange Offer Registration Statement a section entitled "Plan of
  Distribution" which section shall be reasonably acceptable to CSFB on behalf
  of the Participating Broker-Dealers, and which shall contain a summary statement
  of the positions taken or policies made by the staff of the SEC with respect
  to the potential "underwriter" status of any broker-dealer that holds
  Registrable Securities acquired for its own account as a result of market-making
  activities or other trading activities and that will be the beneficial owner
  (as defined in Rule 13d-3 under the Exchange Act) of Exchange Securities to
  be received by such broker-dealer in the Exchange Offer, whether such positions
  or policies have been publicly disseminated by the staff of the SEC or such
  positions or policies, in the reasonable judgment of CSFB on behalf of the Participating
  Broker-Dealers and its counsel, represent the prevailing views of the staff
  of the SEC, including a statement that any such broker-dealer who receives Exchange
  Securities for Registrable Securities pursuant to the Exchange Offer may be
  deemed a statutory underwriter and must deliver a prospectus meeting the requirements
  of the 1933 Act in connection with any resale of such Exchange Securities, (ii)
  furnish to each Participating Broker-Dealer who has delivered to the Company
  the notice referred to in Section 3(e), without charge, as many copies of each
  Prospectus included in the Exchange Offer Registration Statement, including
  any preliminary prospectus, and any amendment or supplement thereto, as such
  Participating Broker-Dealer may reasonably request, (iii) hereby consent to
  the use of the Prospectus forming part of the Exchange Offer Registration Statement
  or any amendment or supplement thereto, by any Person subject to the prospectus
  delivery requirements of the SEC, including all Participating Broker-Dealers,
  in connection with the sale or transfer of the Exchange Securities covered by
  the Prospectus or any amendment or supplement thereto, and (iv) include in the
  transmittal letter or similar documentation to be executed by an exchange offeree
  in order to participate in the Exchange Offer (x) the following provision:
"If the exchange offeree is a broker-dealer holding Registrable Securities
  acquired for its own account as a result of market-making activities or other
  trading activities, it will deliver a prospectus meeting the requirements of
  the 1933 Act in connection with any resale of Exchange Securities received in
  respect of such Registrable Securities pursuant to the Exchange Offer";
and (y) a statement to the effect that by a broker-dealer making the acknowledgment
  described in clause (x) and by delivering a Prospectus in connection with the
  exchange of Registrable Securities, the broker-dealer will not be deemed to
  admit that it is an underwriter within the meaning of the 1933 Act; and
(B)	in the case of any Exchange Offer Registration Statement, the Company
  agrees to deliver to CSFB on behalf of the Participating Broker-Dealers upon
  the effectiveness of the Exchange Offer Registration Statement officers’
  certificates substantially in the form customarily delivered in a public offering
  of debt securities and (iii) if requested by CSFB, a comfort letter or comfort
  letters in customary form to the extent permitted by SAS 72 (or if such a comfort
  letter is not permitted by SAS 72, an agreed upon procedures letter in customary
  form) from the Company’s independent certified public accountants (and,
  if necessary, any other independent certified public accountants of any subsidiary
  of the Company or of any business acquired by the Company for which financial
  statements are, or are required to be, included in the Registration Statement)
  at least as broad in scope and coverage as the comfort letter or comfort letters
  delivered to the Initial Purchasers in connection with the initial sale of the
  Securities to the Initial Purchasers;
(g)	(i) in the case of an Exchange Offer, furnish counsel for the Initial
  Purchasers and (ii) in the case of a Shelf Registration, furnish Cleary Gottlieb
  Steen & Hamilton LLP, as special counsel for the Holders of Shelf Registrable
  Securities (or, if Cleary Gottlieb Steen & Hamilton LLP is unable or unwilling
  to serve, such other special counsel (but not more than one) as may be selected
  by the Holders of a majority in principal amount of such Shelf Registrable Securities
  ("Special Counsel")), copies of comment letters received from the
  SEC or any other request by the SEC or any state securities authority for amendments
  or supplements to a Registration Statement and Prospectus or for additional
  information;
(h)	make every reasonable effort to obtain the withdrawal of any order suspending
  the effectiveness of a Registration Statement at the earliest possible moment;
(i)	in the case of a Shelf Registration, furnish to each Holder of Registrable
  Securities, and each underwriter, if any, without charge, at least one conformed
  copy of each Registration Statement and any post-effective amendment thereto,
  including financial statements and schedules (without documents incorporated
  therein by reference and all exhibits thereto, unless requested in writing);
(j)	in the case of a Shelf Registration, cooperate with the selling Holders
  of Shelf Registrable Securities to facilitate the timely preparation and delivery
  of certificates representing Shelf Registrable Securities to be sold and not
  bearing any restrictive legends; and enable such Shelf Registrable Securities
  to be in such denominations (consistent with the provisions of the Indenture)
  and registered in such names as the selling Holders or the underwriters, if
  any, may reasonably request at least three business days prior to the closing
  of any sale of Shelf Registrable Shelf Securities;
(k)	in the case of a Shelf Registration, upon the occurrence of any event
  or the discovery of any facts, each as contemplated by Sections 3(e)(v) and
  3(e)(vi) hereof, as promptly as practicable after the occurrence of such an
  event, use its best efforts to prepare a supplement or post-effective amendment
  to the Registration Statement or the related Prospectus or any document incorporated
  therein by reference or file any other required document so that, as thereafter
  delivered to the purchasers of the Shelf Registrable Securities or Participating
  Broker- Dealers, such Prospectus will not contain at the time of such delivery
  any untrue statement of a material fact or omit to state a material fact necessary
  to make the statements therein, in light of the circumstances under which they
  were made, not misleading. At such time as such public disclosure is otherwise
  made or the Company determines that such disclosure is not necessary, in each
  case to correct any misstatement of a material fact or to include any omitted
  material fact, the Company agrees promptly to notify each Holder of such determination
  and to finish each Holder such number of copies of the Prospectus as amended
  or supplemented, as such Holder may reasonably request and the Initial Purchasers,
  on their own behalf and on behalf of subsequent holders, hereby agree to suspend
  use of the Prospectus until the Company has amended or supplemented to correct
  such misstatement or omission;
(l)	obtain a CUSIP number for all Exchange Securities, Private Exchange
  Securities or Registrable Securities, as the case may be, not later than the
  effective date of a Registration Statement, and provide the Trustee with printed
  certificates for the Exchange Securities, Private Exchange Securities or the
  Registrable Securities, as the case may be, in a form eligible for deposit with
  the Depositary;
(m)	(i) cause the Indenture to be qualified under the TIA in connection
  with the registration of the Exchange Securities or Registrable Securities,
  as the case may be, (ii) cooperate with the Trustee and the Holders to effect
  such changes to the Indenture as may be required for the Indenture to be so
  qualified in accordance with the terms of the TIA and (iii) execute, and use
  its best efforts to cause the Trustee to execute, all documents as may be required
  to effect such changes, and all other forms and documents required to be filed
  with the SEC to enable the Indenture to be so qualified in a timely manner;
(n)	in the case of a Shelf Registration, enter into customary agreements
  (including underwriting agreements) and take all other customary and appropriate
  actions in order to expedite or facilitate the disposition of such Shelf Registrable
  Securities and in such connection whether or not an underwriting agreement is
  entered into and whether or not the registration is an underwritten registration:
(i)	make such representations and warranties to the Holders of such Shelf
  Registrable Securities and the underwriters, if any, in form, substance and
  scope as are customarily made by issuers to underwriters in similar underwritten
  offerings as may be reasonably requested by them;
(ii)	obtain opinions of United States and Mexican counsel to the Company
  and updates thereof (which counsel and opinions (in form, scope and substance)
  shall be reasonably satisfactory to the managing underwriters, if any, and the
  holders of a majority in principal amount of the Shelf Registrable Securities
  being sold) addressed to each selling Holder and the underwriters, if any, covering
  the matters set forth in Exhibit A with such customary exceptions and qualifications
  as contained in the opinions delivered pursuant to the Purchase Agreement and
  such other matters customarily covered in opinions requested in sales of securities
  or underwritten offerings and such other matters as may be reasonably requested
  by such Holders and underwriters;
(iii)	obtain "cold comfort" letters and updates thereof from the
  Company’s independent certified public accountants (and, if necessary,
  any other independent certified public accountants of any subsidiary of the
  Company or of any business acquired by the Company for which financial statements
  are, or are required to be, included in the Registration Statement) addressed
  to the underwriters, if any, and, if there are no underwriters, use reasonable
  efforts to have such letter addressed to the selling Holders of Shelf Registrable
  Securities (to the extent consistent with SAS 72), such letters to be in customary
  form and covering matters of the type customarily covered in "cold comfort"
  letters to underwriters in connection with similar underwritten offerings;
(iv)	if so requested by the Majority Holders, enter into a securities sales
  agreement with the Holders and an agent of the Holders providing for, among
  other things, the appointment of such agent for the selling Holders for the
  purpose of soliciting purchases of Shelf Registrable Securities, which agreement
  shall be in form, substance and scope customary for similar offerings;
(v)	if an underwriting agreement is entered into, cause the same to set
  forth indemnification provisions and procedures substantially equivalent to
  the indemnification provisions and procedures set forth in Section 4 hereof
  with respect to the underwriters and all other parties to be indemnified pursuant
  to said Section or, at the request of any underwriters, in the form customarily
  provided to such underwriters in similar types of transactions; provided that
  such underwriting agreement shall contain customary provisions regarding indemnification
  of the Company with respect to information provided by the underwriter; and
(vi) deliver such documents and certificates as may be reasonably requested
  and as are customarily delivered in similar offerings to the Holders of a majority
  in principal amount of the Shelf Registrable Securities being sold and the managing
  underwriters, if any.
The above shall be done at (i) the effectiveness of such Registration Statement
  (and each post-effective amendment thereto) and (ii) each closing under any
  underwriting or similar agreement as and to the extent required thereunder;
(o)	in the case of a Shelf Registration or if a Prospectus is required to
  be delivered by any Participating Broker-Dealer in the case of an Exchange Offer,
  make available for inspection by representatives of the Holders of the Registrable
  Securities, any underwriters participating in any disposition pursuant to a
  Shelf Registration Statement, any Participating Broker-Dealer, any Special Counsel
  or any accountant retained by any of the foregoing, all financial and other
  records, pertinent corporate documents and properties of the Company reasonably
  requested by any such persons, and cause the respective officers, directors,
  employees, and any other agents of the Company to supply all information reasonably
  requested by any such representative, underwriter, Special Counsel or accountant
  in connection with a Registration Statement, and make such representatives of
  the Company available for discussion of such documents as shall be reasonably
  requested by the Initial Purchasers, provided, however that such records, documents
  or information which the Company identifies as being confidential shall not
  be disclosed by the representative, Holder, attorney or accountant unless (i)
  the disclosure of such records, documents or information is necessary to avoid
  or correct a misstatement or omission in a Registration Statement, (ii) the
  release of such records, documents or information is ordered pursuant to a subpoena
  or other order from a court of competent jurisdiction or as part of the evidentiary
  procedures of a court of competent jurisdiction; or (iii) such records, documents
  or information have previously been generally made available to the public.
(p)	(i) in the case of an Exchange Offer Registration Statement, a reasonable
  time prior to the filing of any Exchange Offer Registration Statement, any Prospectus
  forming a part thereof, any amendment to an Exchange Offer Registration Statement
  or amendment or supplement to such Prospectus, provide copies of such document
  to the Initial Purchasers and to Cleary Gottlieb Steen & Hamilton LLP, as
  counsel to the Holders of Registrable Securities, and make such changes in any
  such document prior to the filing thereof as the Initial Purchasers or such
  counsel to the Holders of Registrable Securities may reasonably request and,
  except as otherwise required by applicable law, not file any such document in
  a form to which the Initial Purchasers on behalf of the Holders of Registrable
  Securities and such counsel to the Holders of Registrable Securities shall not
  have previously been advised and furnished a copy of or to which the Initial
  Purchasers on behalf of the Holders of Registrable Securities or such counsel
  to the Holders of Registrable Securities shall reasonably object, and make the
  representatives of the Company available for discussion of such documents as
  shall be reasonably requested by the Initial Purchasers; and
(ii) in the case of a Shelf Registration, a reasonable time prior to
  filing any Shelf Registration Statement, any Prospectus forming a part thereof,
  any amendment to such Shelf Registration Statement or amendment or supplement
  to such Prospectus, provide copies of such document to the Holders of Shelf
  Registrable Securities, to the Initial Purchasers, to Special Counsel and to
  the underwriter or underwriters of an underwritten offering of Shelf Registrable
  Securities, if any, make such changes in any such document prior to the filing
  thereof as the Initial Purchasers, Special Counsel or the underwriter or underwriters
  reasonably request and not file any such document in a form to which the Majority
  Holders of Shelf Registrable Securities, the Initial Purchasers on behalf of
  the Holders of Registrable Securities, Special Counsel or any underwriter shall
  not have previously been advised and furnished a copy of or to which such Majority
  Holders, the Initial Purchasers of behalf of the Holders of Registrable Securities,
  Special Counsel or any underwriter shall reasonably object, and make the representatives
  of the Company available for discussion of such document as shall be reasonably
  requested by the Holders of Registrable Securities, the Initial Purchasers on
  behalf of such Holders, Special Counsel or any underwriter.
(q)	in the case of a Shelf Registration, use its best efforts to cause all
  Exchange Securities and Shelf Registrable Securities to be listed on any securities
  exchange on which similar debt securities issued by the Company are then listed
  if requested by the Majority Holders or if requested by the underwriter or underwriters
  of an underwritten offering of Registrable Securities, if any;
(r)	in the case of a Shelf Registration, use its reasonable best efforts
  to cause the Shelf Registrable Securities to be rated by two nationally recognized
  statistical rating agencies, if so requested by the Majority Holders, or if
  requested by the underwriter or underwriters of an underwritten offering of
  Registrable Securities, if any;
(s)	otherwise comply with all applicable rules and regulations of the SEC
  and make available to its security holders, as soon as reasonably practicable,
  an earnings statement covering at least 12 months which shall satisfy the provisions
  of Section 11(a) of the 1933 Act and Rule 158 thereunder;
(t)	cooperate and assist in any filings required to be made with the NASD
  and, in the case of a Shelf Registration, in the performance of any due diligence
  investigation by any underwriter and its counsel (including any "qualified
  independent underwriter" that is required to be retained in accordance
  with the rules and regulations of the NASD); and
(u)	upon consummation of an Exchange Offer or a Private Exchange, obtain
  a customary opinion of counsel to the Company addressed to the Trustee for the
  benefit of all Holders of Registrable Securities participating in the Exchange
  Offer or Private Exchange, and which includes an opinion that (i) the Company
  has duly authorized, executed and delivered the Exchange Securities and/or Private
  Exchange Securities, as applicable, and the related indenture, and (ii) each
  of the Exchange Securities and related indenture constitute a legal, valid and
  binding obligation of the Company, enforceable against the Company in accordance
  with its respective terms (with customary exceptions).
In the case of a Shelf Registration Statement, the Company may (as a condition
  to such Holder’s participation in the Shelf Registration) require each
  Holder of Shelf Registrable Securities to furnish to the Company such information
  regarding the Holder and the proposed distribution by such Holder of such Shelf
  Registrable Securities as the Company may from time to time reasonably request
  in writing for use in connection with any Shelf Registration Statement or Prospectus
  included therein, including without limitation, information specified in Item
  507 of Regulation S-K under the 1933 Act.
In the case of a Shelf Registration Statement, each Holder agrees that, upon
  receipt of any notice from the Company of the happening of any event or the
  discovery of any facts, each of the kind described in Section 3(e)(v) hereof,
  such Holder will forthwith discontinue disposition of Registrable Securities
  pursuant to a Registration Statement until such Holder’s receipt of the
  copies of the supplemented or amended Prospectus contemplated by Section 3(k)
  hereof, and, if so directed by the Company, such Holder will deliver to the
  Company (at its expense) all copies in such Holder’s possession, other
  than permanent file copies then in such Holder’s possession, of the Prospectus
  covering such Shelf Registrable Securities current at the time of receipt of
  such notice.
During any 365-day period, the Company, upon notice to the Holders, may suspend
  the availability of such Registration Statement for up to two periods of up
  to 45 consecutive days (except for the consecutive 45-day period immediately
  prior to the maturity of the Securities), but not more than an aggregate of
  60 days during any 365-day period, if the Company’s Board of Directors
  determines in good faith that there is a valid purpose for the suspension.
If any of the Registrable Securities covered by any Shelf Registration Statement
  are to be sold in an underwritten offering, the underwriter or underwriters
  and manager or managers that will manage such offering will be selected by the
  Majority Holders of such Registrable Securities included in such offering, provided
  such selection is acceptable to the Company. No Holder of Registrable Securities
  may participate in any underwritten registration hereunder unless such Holder
  (a) agrees to sell such Holder’s Registrable Securities on the basis provided
  in any underwriting arrangements approved by the persons entitled hereunder
  to approve such arrangements and (b) completes and executes all questionnaires,
  powers of attorney, indemnities, underwriting agreements and other documents
  required under the terms of such underwriting arrangements.
4.	Indemnification; Contribution.
(a)	The Company agrees to indemnify and hold harmless the Initial Purchasers,
  each Holder, each Participating Broker-Dealer, each Person who participates
  as an underwriter (any such Person being an "Underwriter") and each
  Person, if any, who controls any Holder or Underwriter within the meaning of
  Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows:
(i)	against any and all loss, liability, claim, damage and expense, as incurred,
  arising out of any untrue statement or alleged untrue statement of a material
  fact contained in any Registration Statement (or any amendment or supplement
  thereto) pursuant to which Exchange Securities or Registrable Securities were
  registered under the 1933 Act, including all documents incorporated therein
  by reference, or the omission or alleged omission therefrom of a material fact
  required to be stated therein or necessary to make the statements therein not
  misleading, or arising out of any untrue statement or alleged untrue statement
  of a material fact contained in any Prospectus (or any amendment or supplement
  thereto) or the omission or alleged omission therefrom of a material fact necessary
  in order to make the statements therein, in the light of the circumstances under
  which they were made, not misleading;
(ii)	against any and all loss, liability, claim, damage and expense, as
  incurred, to the extent of the aggregate amount paid in settlement of any litigation,
  or any investigation or proceeding by any governmental agency or body, commenced
  or threatened, or of any claim based upon any such untrue statement or omission,
  or any such alleged untrue statement or omission; provided that (subject to
  Section 4(d) below) any such settlement is effected with the written consent
  of the Company; and
(iii)	against any and all expense, as incurred (including the fees and disbursements
  of counsel chosen by any indemnified party as provided therein), reasonably
  incurred in investigating or defending against any litigation, or any investigation
  or proceeding by any governmental agency or body, commenced or threatened, or
  any claim based upon any such untrue statement or omission, or any such alleged
  untrue statement or omission, to the extent that any such expense is not paid
  under subparagraph (i) or (ii) above;
provided, however, that this indemnity agreement shall not apply to any loss,
  liability, claim, damage or expense to the extent arising out of any untrue
  statement or omission or alleged untrue statement or omission made in reliance
  upon and in conformity with written information furnished to the Company by
  the Holder or Underwriter expressly for use in a Registration Statement (or
  any amendment thereto) or any Prospectus (or any amendment or supplement thereto),
  and provided further, that the Company shall not indemnify any Underwriter or
  any person who controls such Underwriter from any loss, liability, claim or
  damage (or expense incurred in connection therewith) alleged by any person who
  purchased Exchange Securities or Registrable Securities from such Underwriter
  if the untrue statement, omission or allegation thereof upon which such loss,
  liability, claim or damage is based was made in (i) any preliminary prospectus,
  if a copy of the Prospectus (as then amended or supplemented if the Company
  shall have furnished any amendments or supplements thereto) was not sent or
  given by or on behalf of such Underwriter to such person at or prior to the
  written confirmation of the sale of Exchange Securities or Registrable Securities
  to such person, and if the Prospectus (as so amended or supplemented) corrected
  the untrue statement or omission giving rise to such loss, claim, damage or
  liability; (ii) any Prospectus used by such Underwriter or any person who controls
  such Underwriter, after such time as the Company advised the Underwriters that
  the filing of a post-effective amendment or supplement thereto was required,
  except the Prospectus as so amended or supplemented, if the Prospectus as amended
  or supplemented by such post-effective amendment or supplement would not have
  given rise to such loss, liability, claim or damage; or (iii) any Prospectus
  used after such time as the obligation of the Company to keep the same current
  and effective has expired.
(b)	Each Holder severally, but not jointly, agrees to indemnify and hold
  harmless the Company, the Initial Purchasers, each Underwriter and the other
  selling Holders, and each of their respective directors and officers, and each
  Person, if any, who controls the Company, the Initial Purchasers, any Underwriter
  or any other selling Holder within the meaning of Section 15 of the 1933 Act
  or Section 20 of the 1934 Act, against any and all loss, liability, claim, damage
  and expense described in the indemnity contained in Section 4(a) hereof, as
  incurred, but only with respect to untrue statements or omissions, or alleged
  untrue statements or omissions, made in the Shelf Registration Statement (or
  any amendment thereto) or any Prospectus included therein (or any amendment
  or supplement thereto) in reliance upon and in conformity with written information
  with respect to such Holder furnished to the Company by such Holder expressly
  for use in the Shelf Registration Statement (or any amendment thereto) or such
  Prospectus (or any amendment or supplement thereto); provided, however, that
  no such Holder shall be liable for any claims hereunder in excess of the amount
  of net proceeds received by such Holder from the sale of Registrable Securities
  pursuant to such Shelf Registration Statement.
(c)	Each indemnified party shall give written notice as promptly as reasonably
  practicable to each indemnifying party of any action or proceeding commenced
  against it in respect of which indemnity may be sought hereunder, and the indemnifying
  party shall assume the defense thereof, including the employment of counsel
  satisfactory to the indemnified party, and the payment of all expenses. Any
  omission to so notify an indemnifying party shall not relieve such indemnifying
  party from any liability hereunder to the extent it is not materially prejudiced
  as a result thereof and in any event shall not relieve it from any liability
  which it may have otherwise than on account of this indemnity agreement. Any
  such indemnified party shall have the right to employ separate counsel in any
  such action or proceeding and to participate in the defense thereof, but the
  fees and expenses of such separate counsel shall be paid by such indemnified
  party unless (a) the indemnifying party has agreed to pay such fees and expenses
  or (b) the indemnifying party shall have failed to assume the defense of such
  action or proceeding and employ counsel reasonably satisfactory to the indemnified
  party in any such action or proceeding within a reasonable time or (c) the named
  parties to any such action or proceeding (including any impleaded parties) include
  both such indemnified party and indemnifying party, and the indemnified party
  shall have been advised by its counsel that there may be a conflict of interest
  between such indemnified party and indemnifying party in the conduct of the
  defense of such action (in which case, if such indemnified party notifies the
  indemnifying party in writing that it elects to employ separate counsel at the
  expense of the indemnifying party, the indemnifying party shall not have the
  right to assume the defense of such action or proceeding on behalf of such indemnified
  party), it being understood, however, that the indemnifying party shall not,
  in connection with any one such action or proceeding or separate but substantially
  similar or related actions or proceedings arising out of the same general allegations
  or circumstances, be liable for the reasonable fees and expenses of more than
  one separate firm of attorneys (unless the members of such firm are not admitted
  to practice in a jurisdiction where an action is pending, in which case the
  indemnifying party shall pay the reasonable fees and expenses of one additional
  firm of attorneys to act as local counsel in such jurisdiction, provided the
  services of such counsel are substantially limited to that of appearing as attorneys
  of record) at any time for all indemnified parties, which firm shall be designated
  in writing by the indemnified party. No indemnifying party shall, without the
  prior written consent of the indemnified parties, settle or compromise or consent
  to the entry of any judgment with respect to any litigation, or any investigation
  or proceeding by any governmental agency or body, commenced or threatened, or
  any claim whatsoever in respect of which indemnification or contribution could
  be sought under this Section 4 (whether or not the indemnified parties are actual
  or potential parties thereto), unless such settlement, compromise or consent
  (i) includes an unconditional release of each indemnified party from all liability
  arising out of such litigation, investigation, proceeding or claim and (ii)
  does not include a statement as to or an admission of fault, culpability or
  a failure to act by or on behalf of any indemnified party.
(d)	If at any time an indemnified party shall have requested an indemnifying
  party to reimburse the indemnified party for fees and expenses of counsel, such
  indemnifying party agrees that it shall be liable for any settlement of the
  nature contemplated by Section 4(a)(ii) effected without its written consent
  if (i) such settlement is entered into more than 45 days after receipt by such
  indemnifying party of the aforesaid request, (ii) such indemnifying party shall
  have received notice of the terms of such settlement at least 30 days prior
  to such settlement being entered into and (iii) such indemnifying party shall
  not have reimbursed such indemnified party in accordance with such request prior
  to the date of such settlement unless the indemnifying party in good faith shall
  be contesting the reasonableness of such fees and expenses (but only to the
  extent so contested) or the entitlement of the indemnified party to indemnification
  under the terms of this Section 4.
(e)	If the indemnification provided for in this Section 4 is for any reason
  unavailable to hold harmless an indemnified party (other than by reason of the
  first sentence of Section 4(c)) in respect of any losses, liabilities, claims,
  damages or expenses referred to therein, then each indemnifying party shall
  contribute to the aggregate amount of such losses, liabilities, claims, damages
  and expenses incurred by such indemnified party, as incurred, in such proportion
  as is appropriate to reflect the relative fault of the Company on the one hand
  and the Holders and the Initial Purchasers on the other hand in connection with
  the statements or omissions which resulted in such losses, liabilities, claims,
  damages or expenses, as well as any other relevant equitable considerations.
The relative fault of the Company on the one hand and the Holders and the Initial
  Purchasers on the other hand shall be determined by reference to, among other
  things, whether any such untrue or alleged untrue statement of a material fact
  or omission or alleged omission to state a material fact relates to information
  supplied by the Company, the Holders or the Initial Purchasers and the parties’
  relative intent, knowledge, access to information and opportunity to correct
  or prevent such statement or omission.
The Company, the Holders and the Initial Purchasers agree that it would not
  be just and equitable if contribution pursuant to this Section 4 were determined
  by pro rata allocation (even if the Initial Purchasers were treated as one entity
  for such purpose) or by any other method of allocation which does not take account
  of the equitable considerations referred to above in this Section 4. The aggregate
  amount of losses, liabilities, claims, damages and expenses incurred by an indemnified
  party and referred to above in this Section 4 shall be deemed to include any
  legal or other expenses reasonably incurred by such indemnified party in investigating,
  preparing or defending against any litigation, or any investigation or proceeding
  by any governmental agency or body, commenced or threatened, or any claim whatsoever
  based upon any such untrue or alleged untrue statement or omission or alleged
  omission.
Notwithstanding the provisions of this Section 4, no Initial Purchaser shall
  be required to contribute any amount in excess of the amount by which the total
  price at which the Securities purchased and sold by it were offered exceeds
  the amount of any damages which such Initial Purchaser has otherwise been required
  to pay by reason of such untrue or alleged untrue statement or omission or alleged
  omission.
No Person guilty of fraudulent misrepresentation (within the meaning of Section
  11(f) of the 1933 Act) shall be entitled to contribution from any Person who
  was not guilty of such fraudulent misrepresentation.
For purposes of this Section 4, each Person, if any, who controls an Initial
  Purchaser or Holder within the meaning of Section 15 of the 1933 Act or Section
  20 of the 1934 Act shall have the same rights to contribution as such Initial
  Purchaser or Holder, and each Person, if any, who controls the Company within
  the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall
  have the same rights to contribution as the Company. The Initial Purchasers’
  respective obligations to contribute pursuant to this Section 4 are several
  in proportion to the principal amount of Securities set forth opposite their
  respective names in Schedule A to the Purchase Agreement and not joint.
5.	Miscellaneous.
5.1	Rule 144 and Rule 144A. For so long as the Company is subject to the
  reporting requirements of Section 13 or 15 of the 1934 Act, the Company covenants
  that it will file the reports required to be filed by it under the 1933 Act
  and Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted
  by the SEC thereunder. If the Company ceases to be so required to file such
  reports, the Company covenants that it will upon the request of any Holder of
  Registrable Securities (a) make publicly available such information as is necessary
  to permit sales pursuant to Rule 144 under the 1933 Act, (b) deliver such information
  to a prospective purchaser as is necessary under applicable rules and regulations
  to permit sales pursuant to Rule 144A under the 1933 Act and it will take such
  further action as any Holder of Registrable Securities may reasonably request,
  and (c) take such further action that is reasonable in the circumstances, in
  each case, to the extent required from time to time to enable such Holder to
  sell its Registrable Securities without registration under the 1933 Act within
  the limitation of the exemptions provided by (i) Rule 144 under the 1933 Act,
  as such Rule may be amended from time to time, (ii) Rule 144A under the 1933
  Act, as such Rule may be amended from time to time, or (iii) any similar rules
  or regulations hereafter adopted by the SEC. Upon the request of any Holder
  of Registrable Securities, the Company will deliver to such Holder a written
  statement as to whether it has complied with such requirements. The Company’s
  obligations under this Section 5.1 shall terminate upon the later of the consummation
  of the Exchange Offer and the Effectiveness Period.
5.2	No Inconsistent Agreements. The Company has not entered into and the
  Company will not after the date of this Agreement enter into any agreement which
  is inconsistent with the rights granted to the Holders of Registrable Securities
  in this Agreement or otherwise conflicts with the provisions hereof. The rights
  granted to the Holders hereunder do not and will not for the term of this Agreement
  in any way conflict with the rights granted to the holders of the Company’s
  other issued and outstanding securities under any such agreements.
5.3	Amendments and Waivers. The provisions of this Agreement, including
  the provisions of this sentence, may not be amended, modified or supplemented,
  and waivers or consents to departures from the provisions hereof may not be
  given unless the Company has obtained the written consent of Holders of at least
  a majority in aggregate principal amount of the outstanding Registrable Securities
  affected by such amendment, modification, supplement, waiver or departure.
5.4	Notices. All notices and other communications provided for or permitted
  hereunder shall be made in writing by hand delivery, registered first-class
  mail, telecopier, or any courier guaranteeing overnight delivery (a) if to a
  Holder, at the most current address given by such Holder to the Company by means
  of a notice given in accordance with the provisions of this Section 5.4, which
  address initially is the address set forth in the Purchase Agreement with respect
  to the Initial Purchasers; and (b) if to the Company, initially at the Company’s
  address set forth in the Purchase Agreement, and thereafter at such other address
  of which notice is given in accordance with the provisions of this Section 5.4.
All such notices and communications shall be deemed to have been duly given:
  at the time delivered by hand, if personally delivered; two business days after
  being deposited in the mail, postage prepaid, if mailed; when receipt is acknowledged,
  if telecopied; and on the next business day if timely delivered to an air courier
  guaranteeing overnight delivery.
Copies of all such notices, demands, or other communications shall be concurrently
  delivered by the person giving the same to the Trustee under the Indenture,
  at the address specified in such Indenture.
5.5	Successor and Assigns. This Agreement shall inure to the benefit of
  and be binding upon the successors, assigns and transferees of each of the parties,
  including, without limitation and without the need for an express assignment,
  subsequent Holders; provided that nothing herein shall be deemed to permit any
  assignment, transfer or other disposition of Registrable Securities in violation
  of the terms of the Purchase Agreement or the Indenture. If any transferee of
  any Holder shall acquire Registrable Securities, in any manner, whether by operation
  of law or otherwise, such Registrable Securities shall be held subject to all
  of the terms of this Agreement, and by taking and holding such Registrable Securities
  such person shall be conclusively deemed to have agreed to be bound by and to
  perform all of the terms and provisions of this Agreement, including the restrictions
  on resale set forth in this Agreement and, if applicable, the Purchase Agreement,
  and such person shall be entitled to receive the benefits hereof.
5.6	Third Party Beneficiaries. The Initial Purchasers (even if the Initial
  Purchasers are not Holders of Registrable Securities) shall be third party beneficiaries
  to the agreements made hereunder between the Company, on the one hand, and the
  Holders, on the other hand, and shall have the right to enforce such agreements
  directly to the extent they deem such enforcement necessary or advisable to
  protect their rights or the rights of Holders hereunder. Each Holder of Registrable
  Securities shall be a third party beneficiary to the agreements made hereunder
  between the Company, on the one hand, and the Initial Purchasers, on the other
  hand, and shall have the right to enforce such agreements directly to the extent
  it deems such enforcement necessary or advisable to protect its rights hereunder.
5.7	Specific Enforcement. Without limiting the remedies available to the
  Initial Purchasers and the Holders, the Company acknowledges that any failure
  by the Company to comply with its obligations under Sections 2.1 through 2.4
  hereof may result in material irreparable injury to the Initial Purchasers or
  the Holders for which there is no adequate remedy at law, that it would not
  be possible to measure damages for such injuries precisely and that, in the
  event of any such failure, the Initial Purchasers or any Holder may obtain such
  relief as may be required to specifically enforce the Company’s obligations
  under Sections 2.1 through 2.4 hereof.
5.8	Counterparts. This Agreement may be executed in any number of counterparts
  and by the parties hereto in separate counterparts, each of which when so executed
  shall be deemed to be an original and all of which taken together shall constitute
  one and the same agreement.
5.9	Headings. The headings in this Agreement are for convenience of reference
  only and shall not limit or otherwise affect the meaning hereof.
5.10	GOVERNING LAW; CONSENT TO JURISDICTION; APPOINTMENT OF AGENT FOR SERVICE
  OF PROCESS.
(a)	THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
  THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPLES OF CONFLICT
  OF LAWS THEREOF.
(b)	Each of the Initial Purchasers and the Company irrevocably consents
  and agrees that any legal action, suit or proceeding against it with respect
  to its obligations, liabilities or any other matter arising out of or based
  on this Agreement may be brought in any United States federal or state court
  in the State of New York, County of New York.
(c)	The Company designates, appoints, and empowers CT Corporation System
  with offices currently at 111 Eighth Avenue, New York, New York 10011, as its
  designee, appointee and agent to receive and accept for and on its behalf, and
  its properties, assets and revenues, service of any and all legal process, summons,
  notices and documents that may be served in any action, suit or proceeding brought
  against the Company in any such United States federal or state court with respect
  to its obligations, liabilities or any other matter arising out of or in connection
  with this Agreement, the Purchase Agreement and the Indenture and that may be
  made on such designee, appointee and agent in accordance with legal procedures
  prescribed for such courts. If for any reason such designee, appointee and agent
  hereunder shall cease to be available to act as such, the Company agrees to
  designate a new designee, appointee and agent in The City of New York on the
  terms and for the purposes of this Section 5 reasonably satisfactory to the
  Majority Holders. The Company further hereby irrevocably consents and agrees
  to the service of any and all legal process, summons, notices and documents
  in any such action, suit or proceeding against the Company by serving a copy
  thereof upon the relevant agent for service of process referred to in this Section
  5.10 (whether or not the appointment of such agent shall for any reason prove
  to be ineffective or such agent shall accept or acknowledge such service). The
  Company agrees that the failure of any such designee, appointee and agent to
  give any notice of such service to them shall not impair or affect in any way
  the validity of such service or any judgment rendered in any action or proceeding
  based thereon. Each of the parties irrevocably and unconditionally waives, to
  the fullest extent permitted by law, any objection that they may now or hereafter
  have to the laying of venue of any of the aforesaid actions, suits or proceedings
  arising out of or in connection with this Agreement, the Purchase Agreement
  and the Indenture brought in the federal courts located in The City of New York
  or the courts of the State of New York located in The County of New York and
  hereby further irrevocably and unconditionally waives and agrees, to the fullest
  extent permitted by law, not to plead or claim in any such court that any such
  action, suit or proceeding brought in any such court has been brought in an
  inconvenient forum.
5.11	Severability. In the event that any one or more of the provisions contained
  herein, or the application thereof in any circumstance, is held invalid, illegal
  or unenforceable, the validity, legality and enforceability of any such provision
  in every other respect and of the remaining provisions contained herein shall
  not be affected or impaired thereby.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
  first written above.
CONTROLADORA COMERCIAL MEXICANA S.A. DE C.V.
                        By:
                          Name:	
                          Title:CONFIRMED AND ACCEPTED
  as of the date first above written:
CREDIT SUISSE FIRST BOSTON LLC
  By:
    Authorized SignatoryFor itself and as Representative of the other Initial Purchasers named in Schedule
  A to the Purchase Agreement.



Exhibit 2.3
_______________________

Registration Rights Agreement
Dated as of June 1, 2005
between
Controladora Comercial Mexicana, S.A. de C.V.
and
Credit Suisse First Boston LLC

_________________________
REGISTRATION RIGHTS AGREEMENTThis Registration Rights Agreement (this
  "Agreement") is made and entered into this 1st day of June 2005, between
  Controladora Comercial Mexicana, S.A. de C.V. , a limited liability variable
  stock corporation (sociedad anónima de capital variable) organized
  under the laws of the United Mexican States (the "Company") and Credit
  Suisse First Boston LLC ("CSFB"), as representative of the several
  Initial Purchasers listed in Schedule A to the Purchase Agreement (as defined
  herein) (the "Initial Purchasers").
This Agreement is made pursuant to the Purchase Agreement, dated May 25, 2005,
  among the Company and the Initial Purchasers (the "Purchase Agreement"),
  which provides for the sale by the Company to the Initial Purchasers of an aggregate
  of U.S.$200,000,000 principal amount of the Company’s 6.625% Senior Notes
  due 2015 (the "Securities"). In order to induce the Initial Purchasers
  to enter into the Purchase Agreement, the Company has agreed to provide to the
  Initial Purchasers and their direct and indirect transferees the registration
  rights set forth in this Agreement. The execution of this Agreement is a condition
  to the closing under the Purchase Agreement.
In consideration of the foregoing, the parties hereto agree as follows:
1.	Definitions. As used in this Agreement, the following capitalized
  defined terms shall have the following meanings:
"1933 Act" shall mean the Securities Act of 1933, as amended.
"1934 Act" shall mean the Securities Exchange Act of 1934,
  as amended.
"Business Day" shall mean a day that is not a Saturday, a
  Sunday, or a day on which banking institutions in New York, New York or Luxembourg
  are authorized or required to be closed.
"Closing Date" shall mean the Closing Time as defined in
  the Purchase Agreement.
"Company" shall have the meaning set forth in the preamble
  and shall also include the Company’s successors. "
Depositary" shall mean The Depository Trust Company, or any other
  depositary appointed by the Company, provided, however, that such
  depositary must have an address in the Borough of Manhattan, in The City of
  New York.
"Exchange Offer" shall mean the exchange offer by the Company
  of Exchange Securities for Registrable Securities pursuant to Section 2.1 hereof.
"Exchange Offer Registration" shall mean a registration under
  the 1933 Act effected pursuant to Section 2.1 hereof.
"Exchange Offer Registration Statement" shall mean an exchange
  offer registration statement on Form F-4 (or, if applicable, on another appropriate
  form), and all amendments and supplements to such registration statement, including
  the Prospectus contained therein, all exhibits thereto and all documents incorporated
  by reference therein.
"Exchange Period" shall have the meaning set forth in Section
  2.1 hereof.
"Exchange Securities" shall mean the 6.625% Senior Notes
  due 2015 issued by the Company under the Indenture containing terms identical
  to the Securities in all material respects (except for references to certain
  interest rate provisions, restrictions on transfers and restrictive legends),
  to be offered to Holders of Securities in exchange for Registrable Securities
  pursuant to the Exchange Offer.
"Holder" shall mean an Initial Purchaser, for so long as
  it owns any Registrable Securities, and each of its successors, assigns and
  direct and indirect transferees who become registered owners of Registrable
  Securities under the Indenture and each Participating Broker- Dealer that holds
  Exchange Securities for so long as such Participating Broker-Dealer is required
  to deliver a prospectus meeting the requirements of the 1933 Act in connection
  with any resale of such Exchange Securities.
"Indenture" shall mean the Indenture relating to the Securities
  dated as of June 1, 2005, between the Company and The Bank of New York, as Trustee,
  as supplemented by the first supplemental indenture dated as of June 1, 2005
  among the Company, The Bank of New York, as Trustee, Registrar, Paying Agent
  and Transfer Agent and Dexia Banque Internationale à Luxembourg, Société
  Anonyme, as Luxembourg Paying Agent and Transfer Agent as the same may be amended,
  supplemented, waived or otherwise modified from time to time in accordance with
  the terms thereof.
"Initial Purchaser" or "Initial Purchasers"
  shall have the meaning set forth in the preamble.
"Majority Holders" shall mean the Holders of a majority of
  the aggregate principal amount of Outstanding (as defined in the Indenture)
  Registrable Securities; provided that whenever the consent or approval
  of Holders of a specified percentage of Registrable Securities is required hereunder,
  Registrable Securities held by the Company and other obligors on the Securities
  or any (as defined in the Indenture) of the Company shall be disregarded in
  determining whether such consent or approval was given by the Holders of such
  required percentage amount.
"Participating Broker-Dealer" shall mean any of CSFB and
  any other broker-dealer that makes a market in the Securities and exchanges
  Registrable Securities in the Exchange Offer for Exchange Securities.
"Person" shall mean an individual, partnership (general or
  limited), corporation, limited liability company, trust, unincorporated organization
  or a government or agency or political subdivision thereof.
"Private Exchange" shall have the meaning set forth in Section
  2.1 hereof.
"Private Exchange Securities" shall have the meaning set
  forth in Section 2.1 hereof.
"Prospectus" shall mean the prospectus included in a Registration
  Statement, including any preliminary prospectus, and any such prospectus as
  amended or supplemented by any prospectus supplement, including any such prospectus
  supplement with respect to the terms of the offering of any portion of the Registrable
  Securities covered by a Shelf Registration Statement, and by all other amendments
  and supplements to a prospectus, including post-effective amendments, and in
  each case including all material incorporated by reference therein.
"Purchase Agreement" shall have the meaning set forth in
  the preamble.
"Registrable Securities" shall mean the Securities and, if
  issued, the Private Exchange Securities; provided, however, that
  Securities and, if issued, the Private Exchange Securities, shall cease to be
  Registrable Securities when (i) a Registration Statement with respect to such
  Securities shall have been declared effective under the 1933 Act and such Securities
  shall have been disposed of pursuant to such Registration Statement, (ii) such
  Securities have been sold to the public pursuant to Rule 144 (or any similar
  provision then in force, but not Rule 144A) under the 1933 Act, (iii) such Securities
  shall have ceased to be outstanding or (iv) the Exchange Offer is consummated
  (except in the case of Securities purchased from the Company and continued to
  be held by the Initial Purchasers).
"Registration Expenses" shall mean any and all expenses incident
  to performance of or compliance by the Company with this Agreement, including
  without limitation: (i) all SEC, stock exchange or National Association of Securities
  Dealers, Inc. (the "NASD") registration and filing fees, including,
  if applicable, the fees and expenses of any "qualified independent underwriter"
  (and its counsel) that is required to be retained by any holder of Registrable
  Securities in accordance with the rules and regulations of the NASD, (ii) all
  fees and expenses incurred in connection with compliance with state securities
  or blue sky laws and compliance with the rules of the NASD (including reasonable
  fees and disbursements of counsel for any underwriters or Holders in connection
  with blue sky qualification of any of the Exchange Securities or Registrable
  Securities and any filings with the NASD), (iii) all expenses of any Persons
  in preparing or assisting in preparing, word processing, printing and distributing
  any Registration Statement, any Prospectus, any amendments or supplements thereto,
  any underwriting agreements, securities sales agreements and other documents
  relating to the performance of and compliance with this Agreement, (iv) all
  fees and expenses incurred in connection with the listing, if any, of any of
  the Registrable Securities on any securities exchange or exchanges, (v) all
  rating agency fees, (vi) the fees and disbursements of counsel for the Company
  and of the independent public accountants of the Company, including the expenses
  of any special audits or "cold comfort" letters required by or incident
  to such performance and compliance, (vii) the fees and expenses of the Trustee,
  and any escrow agent or custodian, (viii) the reasonable expenses of the Initial
  Purchasers in connection with the Exchange Offer, including the reasonable fees
  and expenses of counsel to the Initial Purchasers in connection therewith, (ix)
  the reasonable fees and disbursements of Cleary Gottlieb Steen & Hamilton
  LLP, counsel representing the Holders of Shelf Registrable Securities or Special
  Counsel and (x) the reasonable fees and disbursements of the underwriters customarily
  required to be paid by issuers or sellers of securities and the fees and expenses
  of any special experts retained by the Company in connection with any Registration
  Statement, but excluding underwriting discounts and commissions and transfer
  taxes, if any, relating to the sale or disposition of Registrable Securities
  by a Holder.
"Registration Statement" shall mean any registration statement
  of the Company which covers any of the Exchange Securities or Registrable Securities
  pursuant to the provisions of this Agreement, and all amendments and supplements
  to any such Registration Statement, including post-effective amendments, in
  each case including the Prospectus contained therein, all exhibits thereto and
  all material incorporated by reference therein.
"SAS 72" shall mean Statement on Auditing Standards No. 72.
"SEC" shall mean the United States Securities and Exchange
  Commission or any successor agency or government body performing the functions
  currently performed by the United States Securities and Exchange Commission.
  "Shelf Registrable Securities" shall have the meaning set forth
  in Section 2.5.
"Shelf Registration" shall mean a registration effected pursuant
  to Section 2.2 hereof.
"Shelf Registration Statement" shall mean a "shelf"
  registration statement of the Company pursuant to the provisions of Section
  2.2 of this Agreement which covers all of the Registrable Securities or all
  of the Private Exchange Securities on an appropriate form under Rule 415 under
  the 1933 Act, or any similar rule that may be adopted by the SEC, and all amendments
  and supplements to such registration statement, including post-effective amendments,
  in each case including the Prospectus contained therein, all exhibits thereto
  and all material incorporated by reference therein.
"Special Counsel" shall have the meaning set forth in Section
  3(g)(i).
"TIA" shall have the meaning set forth in Section 2.1.
"Trustee" shall mean the trustee with respect to the Securities
  under the Indenture.
2.	Registration Under the 1933 Act.
2.1Exchange Offer.
The Company shall, for the benefit of the Holders, at the Company’s cost,
(A) use its best efforts to file with the SEC an Exchange Offer Registration Statement
within 90 days on an appropriate form under the 1933 Act with respect to a proposed
Exchange Offer and the issuance and delivery to the Holders, in exchange for the
Registrable Securities (other than Private Exchange Securities), of a like principal
amount of Exchange Securities, (B) use its reasonable best efforts to cause the
Exchange Offer Registration Statement to be declared effective under the 1933
Act within 210 days of the Closing Date, (C) use its best efforts to keep the
Exchange Offer Registration Statement effective until the closing of the Exchange
Offer, (D) use its best efforts to cause the Exchange Offer to be consummated
not later than 270 days following the Closing Date and (E) for a period of 90
days following the consummation of the exchange offer, to make available a prospectus
meeting the requirements of the Securities Act to any such participating broker-dealer
for use in connection with any resale of any exchange notes acquired in the exchange
offer. The Exchange Securities will be issued under the Indenture. Upon the effectiveness
of the Exchange Offer Registration Statement, the Company shall promptly commence
the Exchange Offer, it being the objective of such Exchange Offer to enable each
Holder eligible and electing to exchange Registrable Securities for Exchange Securities
(assuming that such Holder (a) is not an affiliate of the Company within the meaning
of Rule 405 under the 1933 Act, (b) is not a broker-dealer tendering Registrable
Securities acquired directly from the Company for its own account, (c) acquired
the Exchange Securities in the ordinary course of such Holder’s business
and (d) has no arrangements or understandings with any Person to participate in
the Exchange Offer for the purpose of distributing the Exchange Securities) to
transfer such Exchange Securities from and after their receipt without any limitations
or restrictions under the 1933 Act and under state securities or blue sky laws.

In connection with the Exchange Offer, the Company shall:
(a)	mail as promptly as practicable to each Holder a copy of the Prospectus
  forming part of the Exchange Offer Registration Statement, together with an
  appropriate letter of transmittal and related documents;
(b)	keep the Exchange Offer open for acceptance for a period of not less
  than 20 Business Days after the date notice thereof is mailed to the Holders
  (or longer if required by applicable law) (such period referred to herein as
  the "Exchange Period");
(c)	utilize the services of the Depositary for the Exchange Offer;
(d)	permit Holders to withdraw tendered Registrable Securities at any time
  prior to the close of business, New York City time, on the last Business Day
  of the Exchange Period, by sending to the institution specified in the notice,
  a telegram, telex, facsimile transmission or letter setting forth the name of
  such Holder, the principal amount of Registrable Securities delivered for exchange,
  and a statement that such Holder is withdrawing such Holder’s election
  to have such Securities exchanged;
(e)	notify each Holder that any Registrable Security not tendered will
  remain outstanding and continue to accrue interest but will not retain any rights
  under this Agreement (except in the case of the Initial Purchasers and Participating
  Broker-Dealers as provided herein); and
(f)	otherwise comply in all material respects with all applicable laws
  relating to the Exchange Offer.
If, prior to consummation of the Exchange Offer, the Initial Purchasers hold
  any Securities acquired by them and having the status of an unsold allotment
  in the initial distribution, the Company upon the request of any Initial Purchaser
  shall, simultaneously with the delivery of the Exchange Securities in the Exchange
  Offer, issue and deliver to such Initial Purchaser in exchange (the "Private
  Exchange") for the Securities held by such Initial Purchaser, a like principal
  amount of debt securities of the Company, that are identical (except that such
  securities shall bear appropriate transfer restrictions) to the Exchange Securities
  (the "Private Exchange Securities").
The Exchange Securities and the Private Exchange Securities shall be issued
  under (i) the Indenture or (ii) an indenture identical in all material respects
  to the Indenture and which, in either case, has been qualified under the TIA,
  or is exempt from such qualification and shall provide that the Exchange Securities
  shall not be subject to the transfer restrictions set forth in the Indenture
  but that the Private Exchange Securities shall be subject to such transfer restrictions.
  The Indenture or such indenture shall provide that the Exchange Securities,
  the Private Exchange Securities and the Securities shall vote and consent together
  on all matters as one class and that none of the Exchange Securities, the Private
  Exchange Securities or the Securities will have the right to vote or consent
  as a separate class on any matter. The Private Exchange Securities shall be
  of the same series as the Exchange Securities.
As soon as practicable after the close of the Exchange Offer and/or the Private
Exchange, as the case may be, the Company shall:
(i)	accept for exchange all Registrable Securities duly tendered and
  not validly withdrawn pursuant to the Exchange Offer in accordance with the
  terms of the Exchange Offer Registration Statement and the letter of transmittal
  which shall be an exhibit thereto; 
  (ii)	accept for exchange all Securities properly tendered and not validly
  withdrawn pursuant to the Private Exchange; (iii)	deliver, or cause to be
  delivered, to the Trustee for cancellation all Registrable Securities so accepted
  for exchange; and 
  (iv)	cause the Trustee promptly to authenticate and deliver Exchange Securities
  or Private Exchange Securities, as the case may be, to each Holder of Registrable
  Securities so accepted for exchange in a principal amount equal to the principal
  amount of the Registrable Securities of such Holder so accepted for exchange.Interest on each Exchange
  Security and Private Exchange Security will accrue from the last date on which
  interest was paid on the Registrable Securities surrendered in exchange therefor
  or, if no interest has been paid on the Registrable Securities, from the date
  of original issuance. The Exchange Offer and the Private Exchange shall not
  be subject to any conditions, other than (i) that the Exchange Offer or the
  Private Exchange, or the making of any exchange by a Holder, does not violate
  applicable law or any applicable interpretation of the staff of the SEC, (ii)
  the valid tendering of Registrable Securities in accordance with the Exchange
  Offer and the Private Exchange, (iii) that each Holder of Registrable Securities
  exchanged in the Exchange Offer shall have represented that all Exchange Securities
  to be received by it shall be acquired in the ordinary course of its business
  and that at the time of the consummation of the Exchange Offer it shall have
  no arrangement or understanding with any person to participate in the distribution
  (within the meaning of the 1933 Act) of the Exchange Securities and shall have
  made such other representations as may be reasonably necessary under applicable
  SEC rules, regulations or interpretations to render the use of Form F-4 or other
  appropriate form under the 1933 Act available and (iv) that no action or proceeding
  shall have been instituted or threatened in any court or by or before any governmental
  agency with respect to the Exchange Offer or the Private Exchange which, in
  the Company’s judgment, would reasonably be expected to impair the ability
  of the Company to proceed with the Exchange Offer or the Private Exchange.
Upon consummation of the Exchange Offer in accordance with this Agreement,
  the Company shall have no further obligation to register the Registrable Securities
  pursuant to Section 2.2 of this Agreement.
2.2Shelf Registration.
(i) If, because of any changes in law, SEC rules or regulations or applicable
interpretations thereof by the staff of the SEC, the Company determines after
consultation with its outside counsel that it is not permitted to effect the Exchange
Offer as contemplated by Section 2.1 hereof, (ii) if for any other reason (A)
the Exchange Offer Registration Statement is not declared effective within 210
days following the original issue of the Registrable Securities or (B) the Exchange
Offer is not consummated within 270 days after the original issue of the Registrable
Securities, (iii) upon the request of any of the Initial Purchasers holding Private
Exchange Securities with respect to Registrable Securities that are not eligible
for Exchange Securities in the Exchange Offer or if the Initial Purchasers do
not receive freely tradable Exchange Securities in the Exchange Offer or (iv)
upon notice of any Holder (other than an Initial Purchaser) given to the Company
in writing within 30 days after the commencement of the Exchange Offer that (A)
due to a change in law or SEC policy it is not entitled to participate in the
Exchange Offer, (B) due to a change in law or SEC policy it may not resell the
Exchange Securities acquired by it in the Exchange Offer to the public without
delivering a prospectus and the prospectus contained in the Exchange Offer Registration
Statement is not appropriate or available for such resales by such Holder or (C)
it is a broker-dealer and owns Registrable Securities acquired directly from the
Company or an affiliate of the Company, then in case of each of clauses (i) through
(iv) the Company shall, at its cost:

(a)	As promptly as practicable, file with the SEC, and thereafter shall
  use its reasonable best efforts to cause to be declared effective as promptly
  as practicable but no later than 210 days after the original issue of the Registrable
  Securities, a Shelf Registration Statement relating to the offer and sale of
  the Registrable Securities by the Holders from time to time in accordance with
  the methods of distribution elected by the Majority Holders participating in
  the Shelf Registration and set forth in such Shelf Registration Statement.
(b)	Use its reasonable best efforts to keep the Shelf Registration Statement
  continuously effective in order to permit the Prospectus forming part thereof
  to be usable by Holders for a period of two years from the original issue of
  the Registrable Securities, or for such shorter period that will terminate when
  all Registrable Securities covered by the Shelf Registration Statement have
  been sold pursuant to the Shelf Registration Statement or cease to be outstanding
  or otherwise to be Registrable Securities (the "Effectiveness Period");
  provided, however, that the Effectiveness Period in respect of
  the Shelf Registration Statement shall be extended up to a maximum of 90days if necessary to permit dealers to comply with the applicable prospectus
  delivery requirements of Rule 174 under the 1933 Act and as otherwise provided
  herein.
(c)	Notwithstanding any other provisions hereof, use its reasonable best
  efforts to ensure that (i) any Shelf Registration Statement and any amendment
  thereto and any Prospectus forming part thereof and any supplement thereto complies
  in all material respects with the 1933 Act and the rules and regulations thereunder,
  (ii) any Shelf Registration Statement and any amendment thereto does not, when
  it becomes effective, contain an untrue statement of a material fact or omit
  to state a material fact required to be stated therein or necessary to make
  the statements therein not misleading and (iii) any Prospectus forming part
  of any Shelf Registration Statement, and any supplement to such Prospectus (as
  amended or supplemented from time to time), does not include an untrue statement
  of a material fact or omit to state a material fact necessary in order to make
  the statements, in light of the circumstances under which they were made, not
  misleading.
The Company shall not permit any securities other than Registrable Securities
  to be included in the Shelf Registration Statement. The Company further agrees,
  if necessary, to supplement or amend the Shelf Registration Statement, as required
  by Section 3(b) below, and to furnish to the Holders of Registrable Securities
  copies of any such supplement or amendment promptly as reasonably practicable
  after its being used or filed with the SEC.
2.3Expenses.
The Company shall pay all Registration Expenses in connection with the registration
  pursuant to Section 2.1 or 2.2. Each Holder shall pay all underwriting discounts
  and commissions and transfer taxes, if any, relating to the sale or disposition
  of such Holder’s Registrable Securities pursuant to the Shelf Registration
  Statement.
2.4	Effectiveness.
(a)	The Company will be deemed not to have used its reasonable best efforts
  to cause the Exchange Offer Registration Statement or the Shelf Registration
  Statement, as the case may be, to become, or to remain, effective during the
  requisite period if the Company voluntarily takes any action that would, or
  omits to take any action which omission would, result in any such Registration
  Statement not being declared effective or in the Holders of Registrable Securities
  covered thereby not being able to exchange or offer and sell such Registrable
  Securities during that period as and to the extent contemplated hereby, unless
  (i) such action is required by applicable law, or (ii) such action is taken
  by the Company in good faith and for valid business reasons (not including avoidance
  of the Company’s obligations hereunder), including the acquisition or
  divestiture of assets, so long as the Company promptly thereafter complies with
  the requirements of Section 3(k) hereof, if applicable.
(b)	An Exchange Offer Registration Statement pursuant to Section 2.1 hereof
  or a Shelf Registration Statement pursuant to Section 2.2 hereof will not be
  deemed to have become effective unless it has been declared effective by the
  SEC; provided, however, that if, after it has been declared effective,
  the offering of Registrable Securities pursuant to an Exchange Offer Registration
  Statement or a Shelf Registration Statement is interfered with by any stop order,
  injunction or other order or requirement of the SEC or any other governmental
  agency or court, such Registration Statement will be deemed not to have become
  effective during the period of such interference, until the offering of Registrable
  Securities pursuant to such Registration Statement may legally resume.
2.5Interest.
In the event that either (a) the Exchange Offer Registration Statement is
  not filed with the Commission on or prior to the 90 calendar day following the
  date of original issue of the Securities, (b) the Exchange Offer Registration
  Statement has not been declared effective on or prior to the 210th calendar
  day following the date of original issue of the Securities or (c) the Exchange
  Offer is not consummated or, if required, a Shelf Registration Statement is
  not declared effective, in either case, on or prior to the 270th calendar day
  following the date of original issue of the Securities (each such event referred
  to in clauses (a) through (c) above, a "Registration Default"), the
  interest rate borne by the Securities affected by the Registration Default shall
  be increased ("Additional Interest") by an additional 25 basis points
  per annum upon the occurrence of each Registration Default, which rate will
  increase by an additional 25 basis points at the beginning of each 90-day period
  (or portion thereof) that such Additional Interest continues to accrue under
  any such circumstance, provided that the maximum aggregate increase in
  the interest rate will in no event exceed 100 basis points per annum provided,
  however, that no Additional Interest shall be payable if the Exchange
  Offer Registration Statement is not filed or declared effective or the Exchange
  Offer is not consummated on account of the reasons set forth in clause (i) of
  the first paragraph of Section 2.2 (it being understood, however, that in any
  such case the Company shall be obligated to file a Shelf Registration Statement
  and Additional Interest shall be payable if the Shelf Registration Statement
  is not declared effective in accordance with clause (c)), that no Additional
  Interest shall be payable if the Shelf Registration Statement is not declared
  effective as set forth above because the request under clause (iii) of Section
  2.2 or notice under clause (iv) of such paragraph was not made on a timely basis;
  and provided, further, that Additional Interest shall only be
  payable in case the Shelf Registration Statement is not declared effective as
  aforesaid. Immediately following the cure of a Registration Default, the accrual
  of Additional Interest with respect to that particular Registration Default
  will cease. Immediately following the cure of all Registration Defaults or the
  date on which the Exchange Securities are saleable pursuant to Rule 144(k) under
  the 1933 Act or any successor provision, the accrual of Additional Interest
  will cease and the interest rate will revert to the original rate.
If the Shelf Registration Statement is declared effective but becomes unusable
  by the Holders of Registrable Securities covered by such Shelf Registration
  Statement ("Shelf Registrable Securities") for any reason, and the
  aggregate number of days in any consecutive twelve-month period for which the
  Shelf Registration Statement shall not be usable exceeds 30 days in the aggregate,
  then the interest rate borne by the Shelf Registrable Securities will be increased
  by an additional 25 basis points per annum for the first 90-day period (or portion
  thereof) beginning on the 31st such day that such Shelf Registration Statement
  ceases to be usable, which rate shall be increased by an additional 25 basis
  points per annum at the beginning of each subsequent 90-day period; provided
  that the maximum aggregate increase in the interest rate as a result of a Shelf
  Registration Statement being unusable (inclusive of any interest that accrues
  on such Shelf Registrable Securities pursuant to the first paragraph of this
  Section 2.5) will in no event exceed 100 basis points per annum. Upon the Shelf
  Registration Statement once again becoming usable, the interest rate borne by
  the Shelf Registrable Securities will be reduced to the original interest rate.
  Additional Interest shall be computed based on the actual number of days elapsed
  in each 90-day period in which the Shelf Registration Statement is unusable.
The Company shall notify the Trustee within five business days after each
  and every date on which an event occurs in respect of which Additional Interest
  is required to be paid (an "Event Date"). Additional Interest shall
  be paid by depositing with the Trustee, in trust, for the benefit of the Holders
  of Registrable Securities entitled to receive the interest payment, on or before
  the applicable semiannual interest payment date, immediately available funds
  in sums sufficient to pay the Additional Interest then due. The Additional Interest
  due shall be payable on each interest payment date to the record Holder of Securities
  entitled to receive the interest payment to be paid on such date as set forth
  in the Indenture. Each obligation to pay Additional Interest shall be deemed
  to accrue from and including the day following the applicable Event Date.
2.6Luxembourg Stock Exchange.
The Company shall, for the benefit of the Holders, use its best efforts to
  (A) file an application to list the Exchange Securities and the Shelf Registrable
  Securities, if any, on the Luxembourg Stock Exchange; (B) inform the Luxembourg
  Stock Exchange and cause notice to be published in a daily newspaper of general
  circulation in Luxembourg prior to commencing the Exchange Offer or the Shelf
  Registration; (C) provide to the Luxembourg Stock Exchange documents relating
  to the Exchange Offer or Shelf Registration and consummate the exchange at the
  office of Dexia Banque Internationale à Luxembourg, Société
  Anonyme, the paying and transfer agent in Luxembourg, at 69 route d’Esch,
  L-2953 Luxembourg, and (D) provide the results of the Exchange Offer or the
  Shelf Registration, including any increase in the interest rate, to the Luxembourg
  Stock Exchange and cause such results to be published in a daily newspaper of
  general circulation in Luxembourg.
3.	Registration Procedures. In connection with the obligations of
  the Company with respect to Registration Statements pursuant to Sections 2.1
  and 2.2 hereof, the Company shall:
(a)	prepare and file with the SEC a Registration Statement, within the
  relevant time period specified in Section 2, on the appropriate form under the
  1933 Act, which form (i) shall be selected by the Company, (ii) shall, in the
  case of a Shelf Registration, be available for the sale of the Shelf Registrable
  Securities by the selling Holders thereof, and (iii) shall comply as to form
  in all material respects with the requirements of the applicable form and include
  or incorporate by reference all financial statements required by the SEC to
  be filed therewith or incorporated by reference therein;
(b)	prepare and file with the SEC such amendments and post-effective amendments
  to each Registration Statement as may be necessary under applicable law to keep
  such Registration Statement effective for the applicable period; and cause each
  Prospectus to be supplemented by any required prospectus supplement, and as
  so supplemented to be filed pursuant to Rule 424 (or any similar provision then
  in force) under the 1933 Act and comply with the provisions of the 1933 Act,
  the 1934 Act and the rules and regulations thereunder applicable to them with
  respect to the disposition of all securities covered by each Registration Statement
  during the applicable period in accordance in the case of a Shelf Registration
  with the intended method or methods of distribution by the selling Holders thereof
  (including sales by any Participating Broker-Dealer);
(c)	in the case of a Shelf Registration, (i) notify each Holder of Registrable
  Securities, at least five business days prior to filing, that a Shelf Registration
  Statement with respect to the Registrable Securities is being filed and advising
  such Holders that the distribution of Registrable Securities will be made in
  accordance with the method selected by the Majority Holders participating in
  the Shelf Registration; (ii) furnish to each Holder of Registrable Securities
  and to each underwriter of an underwritten offering of Registrable Securities,
  if any, without charge, as many copies of each Prospectus, including each preliminary
  Prospectus, and any amendment or supplement thereto and such other documents
  as such Holder or underwriter may reasonably request, including financial statements
  and schedules and, if the Holder so requests, all exhibits in order to facilitate
  the public sale or other disposition of the Registrable Securities; and (iii)
  hereby consent to the use of the Prospectus or any amendment or supplement thereto
  by each of the selling Holders of Registrable Securities, in accordance with
  applicable law, in connection with the offering and sale of the Registrable
  Securities covered by the Prospectus or any amendment or supplement thereto;
(d)	use its best efforts to register or qualify the Registrable Securities
  under all applicable state securities or "blue sky" laws of such jurisdictions
  as any Holder of Registrable Securities covered by a Registration Statement
  and each underwriter of an underwritten offering of Registrable Securities shall
  reasonably request by the time the applicable Registration Statement is declared
  effective by the SEC, and do any and all other acts and things which may be
  reasonably necessary or advisable to enable each such Holder and underwriter
  to consummate the disposition in each such jurisdiction of such Registrable
  Securities owned by such Holder; provided, however, that the Company shall not
  be required to (i) qualify as a foreign corporation or as a dealer in securities
  in any jurisdiction where it would not otherwise be required to qualify but
  for this Section 3(d), (ii) take any action which would subject it to general
  service of process or taxation in any such jurisdiction where it is not then
  so subject, or (iii) conform its capitalization or the composition of its assets
  at the time to the securities or blue sky laws of such jurisdiction;
(e)	notify promptly each Holder of Registrable Securities under a Shelf
  Registration or any Participating Broker-Dealer who has notified the Company
  that it is utilizing the Exchange Offer Registration Statement as provided in
  paragraph (f) below and, if requested by such Holder or Participating Broker-Dealer,
  confirm such advice in writing promptly (i) when a Registration Statement has
  become effective and when any post-effective amendments and supplements thereto
  become effective, (ii) of any request by the SEC or any state securities authority
  for post-effective amendments and supplements to a Registration Statement and
  Prospectus or for additional information after the Registration Statement has
  become effective, (iii) of the issuance by the SEC or any state securities authority
  of any stop order suspending the effectiveness of a Registration Statement or
  the initiation of any proceedings for that purpose, (iv) in the case of a Shelf
  Registration, if, between the effective date of a Registration Statement and
  the closing of any sale of Registrable Securities covered thereby, the representations
  and warranties of the Company contained in any underwriting agreement, securities
  sales agreement or other similar agreement, if any, relating to the offering
  cease to be true and correct in all material respects, (v) of the happening
  of any event or the discovery of any facts during the period a Shelf Registration
  Statement is effective which makes any statement made in such Registration Statement
  or the related Prospectus untrue in any material respect or which requires the
  making of any changes in such Registration Statement or Prospectus in order
  to make the statements therein not misleading, (vi) of the receipt by the Company
  of any notification with respect to the suspension of the qualification of the
  Registrable Securities or the Exchange Securities, as the case may be, for sale
  in any jurisdiction or the initiation or threatening of any proceeding for such
  purpose and (vii) of any determination by the Company that a post-effective
  amendment to such Registration Statement would be appropriate;
(f)	(A) in the case of the Exchange Offer Registration Statement (i) include
  in the Exchange Offer Registration Statement a section entitled "Plan of
  Distribution" which section shall be reasonably acceptable to CSFB on behalf
  of the Participating Broker-Dealers, and which shall contain a summary statement
  of the positions taken or policies made by the staff of the SEC with respect
  to the potential "underwriter" status of any broker-dealer that holds
  Registrable Securities acquired for its own account as a result of market-making
  activities or other trading activities and that will be the beneficial owner
  (as defined in Rule 13d-3 under the Exchange Act) of Exchange Securities to
  be received by such broker-dealer in the Exchange Offer, whether such positions
  or policies have been publicly disseminated by the staff of the SEC or such
  positions or policies, in the reasonable judgment of CSFB on behalf of the Participating
  Broker-Dealers and its counsel, represent the prevailing views of the staff
  of the SEC, including a statement that any such broker-dealer who receives Exchange
  Securities for Registrable Securities pursuant to the Exchange Offer may be
  deemed a statutory underwriter and must deliver a prospectus meeting the requirements
  of the 1933 Act in connection with any resale of such Exchange Securities, (ii)
  furnish to each Participating Broker-Dealer who has delivered to the Company
  the notice referred to in Section 3(e), without charge, as many copies of each
  Prospectus included in the Exchange Offer Registration Statement, including
  any preliminary prospectus, and any amendment or supplement thereto, as such
  Participating Broker-Dealer may reasonably request, (iii) hereby consent to
  the use of the Prospectus forming part of the Exchange Offer Registration Statement
  or any amendment or supplement thereto, by any Person subject to the prospectus
  delivery requirements of the SEC, including all Participating Broker-Dealers,
  in connection with the sale or transfer of the Exchange Securities covered by
  the Prospectus or any amendment or supplement thereto, and (iv) include in the
  transmittal letter or similar documentation to be executed by an exchange offeree
  in order to participate in the Exchange Offer (x) the following provision:"If the exchange offeree is a broker-dealer holding Registrable
        Securities acquired for its own account as a result of market-making activities
        or other trading activities, it will deliver a prospectus meeting the
        requirements of the 1933 Act in connection with any resale of Exchange
        Securities received in respect of such Registrable Securities pursuant
        to the Exchange Offer";
and (y) a statement to the effect that by a broker-dealer making the acknowledgment
described in clause (x) and by delivering a Prospectus in connection with the
exchange of Registrable Securities, the broker-dealer will not be deemed to admit
that it is an underwriter within the meaning of the 1933 Act; and
(B)	in the case of any Exchange Offer Registration Statement, the Company
    agrees to deliver to CSFB on behalf of the Participating Broker-Dealers upon
    the effectiveness of the Exchange Offer Registration Statement officers’
    certificates substantially in the form customarily delivered in a public offering
    of debt securities and (iii) if requested by CSFB, a comfort letter or comfort
    letters in customary form to the extent permitted by SAS 72 (or if such a
    comfort letter is not permitted by SAS 72, an agreed upon procedures letter
    in customary form) from the Company’s independent certified public accountants
    (and, if necessary, any other independent certified public accountants of
    any subsidiary of the Company or of any business acquired by the Company for
    which financial statements are, or are required to be, included in the Registration
    Statement) at least as broad in scope and coverage as the comfort letter or
    comfort letters delivered to the Initial Purchasers in connection with the
    initial sale of the Securities to the Initial Purchasers;(g)	(i) in the case of an Exchange Offer, furnish counsel for the Initial
  Purchasers and (ii) in the case of a Shelf Registration, furnish Cleary Gottlieb
  Steen & Hamilton LLP, as special counsel for the Holders of Shelf Registrable
  Securities (or, if Cleary Gottlieb Steen & Hamilton LLP is unable or unwilling
  to serve, such other special counsel (but not more than one) as may be selected
  by the Holders of a majority in principal amount of such Shelf Registrable Securities
  ("Special Counsel")), copies of comment letters received from the
  SEC or any other request by the SEC or any state securities authority for amendments
  or supplements to a Registration Statement and Prospectus or for additional
  information;
(h)	make every reasonable effort to obtain the withdrawal of any order
  suspending the effectiveness of a Registration Statement at the earliest possible
  moment;
(i)	in the case of a Shelf Registration, furnish to each Holder of Registrable
  Securities, and each underwriter, if any, without charge, at least one conformed
  copy of each Registration Statement and any post-effective amendment thereto,
  including financial statements and schedules (without documents incorporated
  therein by reference and all exhibits thereto, unless requested in writing);
(j)	in the case of a Shelf Registration, cooperate with the selling Holders
  of Shelf Registrable Securities to facilitate the timely preparation and delivery
  of certificates representing Shelf Registrable Securities to be sold and not
  bearing any restrictive legends; and enable such Shelf Registrable Securities
  to be in such denominations (consistent with the provisions of the Indenture)
  and registered in such names as the selling Holders or the underwriters, if
  any, may reasonably request at least three business days prior to the closing
  of any sale of Shelf Registrable Shelf Securities;
(k)	in the case of a Shelf Registration, upon the occurrence of any event
  or the discovery of any facts, each as contemplated by Sections 3(e)(v) and
  3(e)(vi) hereof, as promptly as practicable after the occurrence of such an
  event, use its best efforts to prepare a supplement or post-effective amendment
  to the Registration Statement or the related Prospectus or any document incorporated
  therein by reference or file any other required document so that, as thereafter
  delivered to the purchasers of the Shelf Registrable Securities or Participating
  Broker- Dealers, such Prospectus will not contain at the time of such delivery
  any untrue statement of a material fact or omit to state a material fact necessary
  to make the statements therein, in light of the circumstances under which they
  were made, not misleading. At such time as such public disclosure is otherwise
  made or the Company determines that such disclosure is not necessary, in each
  case to correct any misstatement of a material fact or to include any omitted
  material fact, the Company agrees promptly to notify each Holder of such determination
  and to finish each Holder such number of copies of the Prospectus as amended
  or supplemented, as such Holder may reasonably request and the Initial Purchasers,
  on their own behalf and on behalf of subsequent holders, hereby agree to suspend
  use of the Prospectus until the Company has amended or supplemented to correct
  such misstatement or omission;
(l)	obtain a CUSIP number for all Exchange Securities, Private Exchange
  Securities or Registrable Securities, as the case may be, not later than the
  effective date of a Registration Statement, and provide the Trustee with printed
  certificates for the Exchange Securities, Private Exchange Securities or the
  Registrable Securities, as the case may be, in a form eligible for deposit with
  the Depositary;
(m)	(i) cause the Indenture to be qualified under the TIA in connection
  with the registration of the Exchange Securities or Registrable Securities,
  as the case may be, (ii) cooperate with the Trustee and the Holders to effect
  such changes to the Indenture as may be required for the Indenture to be so
  qualified in accordance with the terms of the TIA and (iii) execute, and use
  its best efforts to cause the Trustee to execute, all documents as may be required
  to effect such changes, and all other forms and documents required to be filed
  with the SEC to enable the Indenture to be so qualified in a timely manner;
(n)	in the case of a Shelf Registration, enter into customary agreements
  (including underwriting agreements) and take all other customary and appropriate
  actions in order to expedite or facilitate the disposition of such Shelf Registrable
  Securities and in such connection whether or not an underwriting agreement is
  entered into and whether or not the registration is an underwritten registration:
(i)	make such representations and warranties to the Holders of such
    Shelf Registrable Securities and the underwriters, if any, in form, substance
    and scope as are customarily made by issuers to underwriters in similar underwritten
    offerings as may be reasonably requested by them;
    (ii)	obtain opinions of United States and Mexican counsel to the Company
    and updates thereof (which counsel and opinions (in form, scope and substance)
    shall be reasonably satisfactory to the managing underwriters, if any, and
    the holders of a majority in principal amount of the Shelf Registrable Securities
    being sold) addressed to each selling Holder and the underwriters, if any,
    covering the matters set forth in Exhibit A with such customary exceptions
    and qualifications as contained in the opinions delivered pursuant to the
    Purchase Agreement and such other matters customarily covered in opinions
    requested in sales of securities or underwritten offerings and such other
    matters as may be reasonably requested by such Holders and underwriters;
    (iii)	obtain "cold comfort" letters and updates thereof from
    the Company’s independent certified public accountants (and, if necessary,
    any other independent certified public accountants of any subsidiary of the
    Company or of any business acquired by the Company for which financial statements
    are, or are required to be, included in the Registration Statement) addressed
    to the underwriters, if any, and, if there are no underwriters, use reasonable
    efforts to have such letter addressed to the selling Holders of Shelf Registrable
    Securities (to the extent consistent with SAS 72), such letters to be in customary
    form and covering matters of the type customarily covered in "cold comfort"
    letters to underwriters in connection with similar underwritten offerings;
    (iv)	if so requested by the Majority Holders, enter into a securities sales
    agreement with the Holders and an agent of the Holders providing for, among
    other things, the appointment of such agent for the selling Holders for the
    purpose of soliciting purchases of Shelf Registrable Securities, which agreement
    shall be in form, substance and scope customary for similar offerings;
    (v)	if an underwriting agreement is entered into, cause the same to set
    forth indemnification provisions and procedures substantially equivalent to
    the indemnification provisions and procedures set forth in Section 4 hereof
    with respect to the underwriters and all other parties to be indemnified pursuant
    to said Section or, at the request of any underwriters, in the form customarily
    provided to such underwriters in similar types of transactions; provided
    that such underwriting agreement shall contain customary provisions regarding
    indemnification of the Company with respect to information provided by the
    underwriter; and 
    (vi) deliver such documents and certificates as may be reasonably requested
    and as are customarily delivered in similar offerings to the Holders of a
    majority in principal amount of the Shelf Registrable Securities being sold
    and the managing underwriters, if any.The above shall be done at (i) the effectiveness of such Registration Statement
  (and each post-effective amendment thereto) and (ii) each closing under any
  underwriting or similar agreement as and to the extent required thereunder;
(o)	in the case of a Shelf Registration or if a Prospectus is required
  to be delivered by any Participating Broker-Dealer in the case of an Exchange
  Offer, make available for inspection by representatives of the Holders of the
  Registrable Securities, any underwriters participating in any disposition pursuant
  to a Shelf Registration Statement, any Participating Broker-Dealer, any Special
  Counsel or any accountant retained by any of the foregoing, all financial and
  other records, pertinent corporate documents and properties of the Company reasonably
  requested by any such persons, and cause the respective officers, directors,
  employees, and any other agents of the Company to supply all information reasonably
  requested by any such representative, underwriter, Special Counsel or accountant
  in connection with a Registration Statement, and make such representatives of
  the Company available for discussion of such documents as shall be reasonably
  requested by the Initial Purchasers, provided, however that such
  records, documents or information which the Company identifies as being confidential
  shall not be disclosed by the representative, Holder, attorney or accountant
  unless (i) the disclosure of such records, documents or information is necessary
  to avoid or correct a misstatement or omission in a Registration Statement,
  (ii) the release of such records, documents or information is ordered pursuant
  to a subpoena or other order from a court of competent jurisdiction or as part
  of the evidentiary procedures of a court of competent jurisdiction; or (iii)
  such records, documents or information have previously been generally made available
  to the public.
(P)	(i) in the case of an Exchange Offer Registration Statement, a reasonable
time prior to the filing of any Exchange Offer Registration Statement, any Prospectus
forming a part thereof, any amendment to an Exchange Offer Registration Statement
or amendment or supplement to such Prospectus, provide copies of such document
to the Initial Purchasers and to Cleary Gottlieb Steen & Hamilton LLP, as
counsel to the Holders of Registrable Securities, and make such changes in any
such document prior to the filing thereof as the Initial Purchasers or such counsel
to the Holders of Registrable Securities may reasonably request and, except as
otherwise required by applicable law, not file any such document in a form to
which the Initial Purchasers on behalf of the Holders of Registrable Securities
and such counsel to the Holders of Registrable Securities shall not have previously
been advised and furnished a copy of or to which the Initial Purchasers on behalf
of the Holders of Registrable Securities or such counsel to the Holders of Registrable
Securities shall reasonably object, and make the representatives of the Company
available for discussion of such documents as shall be reasonably requested by
the Initial Purchasers; and 		

(ii) in the case of a Shelf Registration, a reasonable
  time prior to filing any Shelf Registration Statement, any Prospectus forming
  a part thereof, any amendment to such Shelf Registration Statement or amendment
  or supplement to such Prospectus, provide copies of such document to the Holders
  of Shelf Registrable Securities, to the Initial Purchasers, to Special Counsel
  and to the underwriter or underwriters of an underwritten offering of Shelf
  Registrable Securities, if any, make such changes in any such document prior
  to the filing thereof as the Initial Purchasers, Special Counsel or the underwriter
  or underwriters reasonably request and not file any such document in a form
  to which the Majority Holders of Shelf Registrable Securities, the Initial Purchasers
  on behalf of the Holders of Registrable Securities, Special Counsel or any underwriter
  shall not have previously been advised and furnished a copy of or to which such
  Majority Holders, the Initial Purchasers of behalf of the Holders of Registrable
  Securities, Special Counsel or any underwriter shall reasonably object, and
  make the representatives of the Company available for discussion of such document
  as shall be reasonably requested by the Holders of Registrable Securities, the
  Initial Purchasers on behalf of such Holders, Special Counsel or any underwriter.
(q)	in the case of a Shelf Registration, use its best efforts to cause
  all Exchange Securities and Shelf Registrable Securities to be listed on any
  securities exchange on which similar debt securities issued by the Company are
  then listed if requested by the Majority Holders or if requested by the underwriter
  or underwriters of an underwritten offering of Registrable Securities, if any;
(r)	in the case of a Shelf Registration, use its reasonable best efforts
  to cause the Shelf Registrable Securities to be rated by two nationally recognized
  statistical rating agencies, if so requested by the Majority Holders, or if
  requested by the underwriter or underwriters of an underwritten offering of
  Registrable Securities, if any;
(s)	otherwise comply with all applicable rules and regulations of the SEC
  and make available to its security holders, as soon as reasonably practicable,
  an earnings statement covering at least 12 months which shall satisfy the provisions
  of Section 11(a) of the 1933 Act and Rule 158 thereunder;
(t)	cooperate and assist in any filings required to be made with the NASD
  and, in the case of a Shelf Registration, in the performance of any due diligence
  investigation by any underwriter and its counsel (including any "qualified
  independent underwriter" that is required to be retained in accordance
  with the rules and regulations of the NASD); and
(u)	upon consummation of an Exchange Offer or a Private Exchange, obtain
  a customary opinion of counsel to the Company addressed to the Trustee for the
  benefit of all Holders of Registrable Securities participating in the Exchange
  Offer or Private Exchange, and which includes an opinion that (i) the Company
  has duly authorized, executed and delivered the Exchange Securities and/or Private
  Exchange Securities, as applicable, and the related indenture, and (ii) each
  of the Exchange Securities and related indenture constitute a legal, valid and
  binding obligation of the Company, enforceable against the Company in accordance
  with its respective terms (with customary exceptions).
In the case of a Shelf Registration Statement, the Company may (as a condition
  to such Holder’s participation in the Shelf Registration) require each
  Holder of Shelf Registrable Securities to furnish to the Company such information
  regarding the Holder and the proposed distribution by such Holder of such Shelf
  Registrable Securities as the Company may from time to time reasonably request
  in writing for use in connection with any Shelf Registration Statement or Prospectus
  included therein, including without limitation, information specified in Item
  507 of Regulation S-K under the 1933 Act.
In the case of a Shelf Registration Statement, each Holder agrees that, upon
  receipt of any notice from the Company of the happening of any event or the
  discovery of any facts, each of the kind described in Section 3(e)(v) hereof,
  such Holder will forthwith discontinue disposition of Registrable Securities
  pursuant to a Registration Statement until such Holder’s receipt of the
  copies of the supplemented or amended Prospectus contemplated by Section 3(k)
  hereof, and, if so directed by the Company, such Holder will deliver to the
  Company (at its expense) all copies in such Holder’s possession, other
  than permanent file copies then in such Holder’s possession, of the Prospectus
  covering such Shelf Registrable Securities current at the time of receipt of
  such notice.
During any 365-day period, the Company, upon notice to the Holders, may suspend
  the availability of such Registration Statement for up to two periods of up
  to 45 consecutive days (except for the consecutive 45-day period immediately
  prior to the maturity of the Securities), but not more than an aggregate of
  60 days during any 365-day period, if the Company’s Board of Directors
  determines in good faith that there is a valid purpose for the suspension.
If any of the Registrable Securities covered by any Shelf Registration Statement
  are to be sold in an underwritten offering, the underwriter or underwriters
  and manager or managers that will manage such offering will be selected by the
  Majority Holders of such Registrable Securities included in such offering, provided
  such selection is acceptable to the Company. No Holder of Registrable Securities
  may participate in any underwritten registration hereunder unless such Holder
  (a) agrees to sell such Holder’s Registrable Securities on the basis provided
  in any underwriting arrangements approved by the persons entitled hereunder
  to approve such arrangements and (b) completes and executes all questionnaires,
  powers of attorney, indemnities, underwriting agreements and other documents
  required under the terms of such underwriting arrangements.
4.	Indemnification; Contribution.
(a)	The Company agrees to indemnify and hold harmless the Initial Purchasers,
  each Holder, each Participating Broker-Dealer, each Person who participates
  as an underwriter (any such Person being an "Underwriter") and each
  Person, if any, who controls any Holder or Underwriter within the meaning of
  Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows:
(i)	against any and all loss, liability, claim, damage and expense,
    as incurred, arising out of any untrue statement or alleged untrue statement
    of a material fact contained in any Registration Statement (or any amendment
    or supplement thereto) pursuant to which Exchange Securities or Registrable
    Securities were registered under the 1933 Act, including all documents incorporated
    therein by reference, or the omission or alleged omission therefrom of a material
    fact required to be stated therein or necessary to make the statements therein
    not misleading, or arising out of any untrue statement or alleged untrue statement
    of a material fact contained in any Prospectus (or any amendment or supplement
    thereto) or the omission or alleged omission therefrom of a material fact
    necessary in order to make the statements therein, in the light of the circumstances
    under which they were made, not misleading;
    (ii)	against any and all loss, liability, claim, damage and expense, as
    incurred, to the extent of the aggregate amount paid in settlement of any
    litigation, or any investigation or proceeding by any governmental agency
    or body, commenced or threatened, or of any claim based upon any such untrue
    statement or omission, or any such alleged untrue statement or omission; provided
    that (subject to Section 4(d) below) any such settlement is effected with
    the written consent of the Company; and
    (iii)	against any and all expense, as incurred (including the fees and
    disbursements of counsel chosen by any indemnified party as provided therein),
    reasonably incurred in investigating or defending against any litigation,
    or any investigation or proceeding by any governmental agency or body, commenced
    or threatened, or any claim based upon any such untrue statement or omission,
    or any such alleged untrue statement or omission, to the extent that any such
    expense is not paid under subparagraph (i) or (ii) above;provided, however, that this indemnity agreement shall not apply
  to any loss, liability, claim, damage or expense to the extent arising out of
  any untrue statement or omission or alleged untrue statement or omission made
  in reliance upon and in conformity with written information furnished to the
  Company by the Holder or Underwriter expressly for use in a Registration Statement
  (or any amendment thereto) or any Prospectus (or any amendment or supplement
  thereto), and provided further, that the Company shall not indemnify
  any Underwriter or any person who controls such Underwriter from any loss, liability,
  claim or damage (or expense incurred in connection therewith) alleged by any
  person who purchased Exchange Securities or Registrable Securities from such
  Underwriter if the untrue statement, omission or allegation thereof upon which
  such loss, liability, claim or damage is based was made in (i) any preliminary
  prospectus, if a copy of the Prospectus (as then amended or supplemented if
  the Company shall have furnished any amendments or supplements thereto) was
  not sent or given by or on behalf of such Underwriter to such person at or prior
  to the written confirmation of the sale of Exchange Securities or Registrable
  Securities to such person, and if the Prospectus (as so amended or supplemented)
  corrected the untrue statement or omission giving rise to such loss, claim,
  damage or liability; (ii) any Prospectus used by such Underwriter or any person
  who controls such Underwriter, after such time as the Company advised the Underwriters
  that the filing of a post-effective amendment or supplement thereto was required,
  except the Prospectus as so amended or supplemented, if the Prospectus as amended
  or supplemented by such post-effective amendment or supplement would not have
  given rise to such loss, liability, claim or damage; or (iii) any Prospectus
  used after such time as the obligation of the Company to keep the same current
  and effective has expired.
(b)	Each Holder severally, but not jointly, agrees to indemnify and hold
  harmless the Company, the Initial Purchasers, each Underwriter and the other
  selling Holders, and each of their respective directors and officers, and each
  Person, if any, who controls the Company, the Initial Purchasers, any Underwriter
  or any other selling Holder within the meaning of Section 15 of the 1933 Act
  or Section 20 of the 1934 Act, against any and all loss, liability, claim, damage
  and expense described in the indemnity contained in Section 4(a) hereof, as
  incurred, but only with respect to untrue statements or omissions, or alleged
  untrue statements or omissions, made in the Shelf Registration Statement (or
  any amendment thereto) or any Prospectus included therein (or any amendment
  or supplement thereto) in reliance upon and in conformity with written information
  with respect to such Holder furnished to the Company by such Holder expressly
  for use in the Shelf Registration Statement (or any amendment thereto) or such
  Prospectus (or any amendment or supplement thereto); provided, however,
  that no such Holder shall be liable for any claims hereunder in excess of the
  amount of net proceeds received by such Holder from the sale of Registrable
  Securities pursuant to such Shelf Registration Statement.
(c)	Each indemnified party shall give written notice as promptly as reasonably
  practicable to each indemnifying party of any action or proceeding commenced
  against it in respect of which indemnity may be sought hereunder, and the indemnifying
  party shall assume the defense thereof, including the employment of counsel
  satisfactory to the indemnified party, and the payment of all expenses. Any
  omission to so notify an indemnifying party shall not relieve such indemnifying
  party from any liability hereunder to the extent it is not materially prejudiced
  as a result thereof and in any event shall not relieve it from any liability
  which it may have otherwise than on account of this indemnity agreement. Any
  such indemnified party shall have the right to employ separate counsel in any
  such action or proceeding and to participate in the defense thereof, but the
  fees and expenses of such separate counsel shall be paid by such indemnified
  party unless (a) the indemnifying party has agreed to pay such fees and expenses
  or (b) the indemnifying party shall have failed to assume the defense of such
  action or proceeding and employ counsel reasonably satisfactory to the indemnified
  party in any such action or proceeding within a reasonable time or (c) the named
  parties to any such action or proceeding (including any impleaded parties) include
  both such indemnified party and indemnifying party, and the indemnified party
  shall have been advised by its counsel that there may be a conflict of interest
  between such indemnified party and indemnifying party in the conduct of the
  defense of such action (in which case, if such indemnified party notifies the
  indemnifying party in writing that it elects to employ separate counsel at the
  expense of the indemnifying party, the indemnifying party shall not have the
  right to assume the defense of such action or proceeding on behalf of such indemnified
  party), it being understood, however, that the indemnifying party shall not,
  in connection with any one such action or proceeding or separate but substantially
  similar or related actions or proceedings arising out of the same general allegations
  or circumstances, be liable for the reasonable fees and expenses of more than
  one separate firm of attorneys (unless the members of such firm are not admitted
  to practice in a jurisdiction where an action is pending, in which case the
  indemnifying party shall pay the reasonable fees and expenses of one additional
  firm of attorneys to act as local counsel in such jurisdiction, provided the
  services of such counsel are substantially limited to that of appearing as attorneys
  of record) at any time for all indemnified parties, which firm shall be designated
  in writing by the indemnified party. No indemnifying party shall, without the
  prior written consent of the indemnified parties, settle or compromise or consent
  to the entry of any judgment with respect to any litigation, or any investigation
  or proceeding by any governmental agency or body, commenced or threatened, or
  any claim whatsoever in respect of which indemnification or contribution could
  be sought under this Section 4 (whether or not the indemnified parties are actual
  or potential parties thereto), unless such settlement, compromise or consent
  (i) includes an unconditional release of each indemnified party from all liability
  arising out of such litigation, investigation, proceeding or claim and (ii)
  does not include a statement as to or an admission of fault, culpability or
  a failure to act by or on behalf of any indemnified party.
(d)	If at any time an indemnified party shall have requested an indemnifying
  party to reimburse the indemnified party for fees and expenses of counsel, such
  indemnifying party agrees that it shall be liable for any settlement of the
  nature contemplated by Section 4(a)(ii) effected without its written consent
  if (i) such settlement is entered into more than 45 days after receipt by such
  indemnifying party of the aforesaid request, (ii) such indemnifying party shall
  have received notice of the terms of such settlement at least 30 days prior
  to such settlement being entered into and (iii) such indemnifying party shall
  not have reimbursed such indemnified party in accordance with such request prior
  to the date of such settlement unless the indemnifying party in good faith shall
  be contesting the reasonableness of such fees and expenses (but only to the
  extent so contested) or the entitlement of the indemnified party to indemnification
  under the terms of this Section 4.
(e)	If the indemnification provided for in this Section 4 is for any reason
  unavailable to hold harmless an indemnified party (other than by reason of the
  first sentence of Section 4(c)) in respect of any losses, liabilities, claims,
  damages or expenses referred to therein, then each indemnifying party shall
  contribute to the aggregate amount of such losses, liabilities, claims, damages
  and expenses incurred by such indemnified party, as incurred, in such proportion
  as is appropriate to reflect the relative fault of the Company on the one hand
  and the Holders and the Initial Purchasers on the other hand in connection with
  the statements or omissions which resulted in such losses, liabilities, claims,
  damages or expenses, as well as any other relevant equitable considerations.
The relative fault of the Company on the one hand and the Holders and the
  Initial Purchasers on the other hand shall be determined by reference to, among
  other things, whether any such untrue or alleged untrue statement of a material
  fact or omission or alleged omission to state a material fact relates to information
  supplied by the Company, the Holders or the Initial Purchasers and the parties’
  relative intent, knowledge, access to information and opportunity to correct
  or prevent such statement or omission.
The Company, the Holders and the Initial Purchasers agree that it would not
  be just and equitable if contribution pursuant to this Section 4 were determined
  by pro rata allocation (even if the Initial Purchasers were treated as one entity
  for such purpose) or by any other method of allocation which does not take account
  of the equitable considerations referred to above in this Section 4. The aggregate
  amount of losses, liabilities, claims, damages and expenses incurred by an indemnified
  party and referred to above in this Section 4 shall be deemed to include any
  legal or other expenses reasonably incurred by such indemnified party in investigating,
  preparing or defending against any litigation, or any investigation or proceeding
  by any governmental agency or body, commenced or threatened, or any claim whatsoever
  based upon any such untrue or alleged untrue statement or omission or alleged
  omission.
Notwithstanding the provisions of this Section 4, no Initial Purchaser shall
  be required to contribute any amount in excess of the amount by which the total
  price at which the Securities purchased and sold by it were offered exceeds
  the amount of any damages which such Initial Purchaser has otherwise been required
  to pay by reason of such untrue or alleged untrue statement or omission or alleged
  omission.
No Person guilty of fraudulent misrepresentation (within the meaning of Section
  11(f) of the 1933 Act) shall be entitled to contribution from any Person who
  was not guilty of such fraudulent misrepresentation.
For purposes of this Section 4, each Person, if any, who controls an Initial
  Purchaser or Holder within the meaning of Section 15 of the 1933 Act or Section
  20 of the 1934 Act shall have the same rights to contribution as such Initial
  Purchaser or Holder, and each Person, if any, who controls the Company within
  the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall
  have the same rights to contribution as the Company. The Initial Purchasers’
  respective obligations to contribute pursuant to this Section 4 are several
  in proportion to the principal amount of Securities set forth opposite their
  respective names in Schedule A to the Purchase Agreement and not joint.
5.	Miscellaneous.
5.1Rule 144 and Rule 144A.
For so long as the Company is subject to the reporting requirements of Section
13 or 15 of the 1934 Act, the Company covenants that it will file the reports
required to be filed by it under the 1933 Act and Section 13(a) or 15(d) of the
1934 Act and the rules and regulations adopted by the SEC thereunder. If the Company
ceases to be so required to file such reports, the Company covenants that it will
upon the request of any Holder of Registrable Securities (a) make publicly available
such information as is necessary to permit sales pursuant to Rule 144 under the
1933 Act, (b) deliver such information to a prospective purchaser as is necessary
under applicable rules and regulations to permit sales pursuant to Rule 144A under
the 1933 Act and it will take such further action as any Holder of Registrable
Securities may reasonably request, and (c) take such further action that is reasonable
in the circumstances, in each case, to the extent required from time to time to
enable such Holder to sell its Registrable Securities without registration under
the 1933 Act within the limitation of the exemptions provided by (i) Rule 144
under the 1933 Act, as such Rule may be amended from time to time, (ii) Rule 144A
under the 1933 Act, as such Rule may be amended from time to time, or (iii) any
similar rules or regulations hereafter adopted by the SEC. Upon the request of
any Holder of Registrable Securities, the Company will deliver to such Holder
a written statement as to whether it has complied with such requirements. The
Company’s obligations under this Section 5.1 shall terminate upon the later
of the consummation of the Exchange Offer and the Effectiveness Period.
5.2No Inconsistent Agreements.
The Company has not entered into and the Company will not after the date of this
Agreement enter into any agreement which is inconsistent with the rights granted
to the Holders of Registrable Securities in this Agreement or otherwise conflicts
with the provisions hereof. The rights granted to the Holders hereunder do not
and will not for the term of this Agreement in any way conflict with the rights
granted to the holders of the Company’s other issued and outstanding securities
under any such agreements.
5.3Amendments and Waivers.
The provisions of this Agreement, including the provisions of this sentence, may
not be amended, modified or supplemented, and waivers or consents to departures
from the provisions hereof may not be given unless the Company has obtained the
written consent of Holders of at least a majority in aggregate principal amount
of the outstanding Registrable Securities affected by such amendment, modification,
supplement, waiver or departure.
5.4Notices.
All notices and other communications provided for or permitted hereunder shall
be made in writing by hand delivery, registered first-class mail, telecopier,
or any courier guaranteeing overnight delivery (a) if to a Holder, at the most
current address given by such Holder to the Company by means of a notice given
in accordance with the provisions of this Section 5.4, which address initially
is the address set forth in the Purchase Agreement with respect to the Initial
Purchasers; and (b) if to the Company, initially at the Company’s address
set forth in the Purchase Agreement, and thereafter at such other address of which
notice is given in accordance with the provisions of this Section 5.4.
All such notices and communications shall be deemed to have been duly given: at
the time delivered by hand, if personally delivered; two business days after being
deposited in the mail, postage prepaid, if mailed; when receipt is acknowledged,
if telecopied; and on the next business day if timely delivered to an air courier
guaranteeing overnight delivery. 
Copies of all such notices, demands, or other communications shall be concurrently
delivered by the person giving the same to the Trustee under the Indenture, at
the address specified in such Indenture.
5.5Successor and Assigns.
This Agreement shall inure to the benefit of and be binding upon the successors,
assigns and transferees of each of the parties, including, without limitation
and without the need for an express assignment, subsequent Holders; provided
that nothing herein shall be deemed to permit any assignment, transfer or other
disposition of Registrable Securities in violation of the terms of the Purchase
Agreement or the Indenture. If any transferee of any Holder shall acquire Registrable
Securities, in any manner, whether by operation of law or otherwise, such Registrable
Securities shall be held subject to all of the terms of this Agreement, and by
taking and holding such Registrable Securities such person shall be conclusively
deemed to have agreed to be bound by and to perform all of the terms and provisions
of this Agreement, including the restrictions on resale set forth in this Agreement
and, if applicable, the Purchase Agreement, and such person shall be entitled
to receive the benefits hereof.
5.6Third Party Beneficiaries.
The Initial Purchasers (even if the Initial Purchasers are not Holders of Registrable
Securities) shall be third party beneficiaries to the agreements made hereunder
between the Company, on the one hand, and the Holders, on the other hand, and
shall have the right to enforce such agreements directly to the extent they deem
such enforcement necessary or advisable to protect their rights or the rights
of Holders hereunder. Each Holder of Registrable Securities shall be a third party
beneficiary to the agreements made hereunder between the Company, on the one hand,
and the Initial Purchasers, on the other hand, and shall have the right to enforce
such agreements directly to the extent it deems such enforcement necessary or
advisable to protect its rights hereunder.
5.7Specific Enforcement.
Without limiting the remedies available to the Initial Purchasers and the Holders,
the Company acknowledges that any failure by the Company to comply with its obligations
under Sections 2.1 through 2.4 hereof may result in material irreparable injury
to the Initial Purchasers or the Holders for which there is no adequate remedy
at law, that it would not be possible to measure damages for such injuries precisely
and that, in the event of any such failure, the Initial Purchasers or any Holder
may obtain such relief as may be required to specifically enforce the Company’s
obligations under Sections 2.1 through 2.4 hereof.
5.8Counterparts.
This Agreement may be executed in any number of counterparts and by the parties
hereto in separate counterparts, each of which when so executed shall be deemed
to be an original and all of which taken together shall constitute one and the
same agreement.
5.9Headings.
The headings in this Agreement are for convenience of reference only and shall
  not limit or otherwise affect the meaning hereof.
5.10	GOVERNING LAW; CONSENT TO JURISDICTION; APPOINTMENT OF AGENT FOR
  SERVICE OF PROCESS. 
  (a)	THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
  THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPLES OF CONFLICT
  OF LAWS THEREOF. 
  (b)	Each of the Initial Purchasers and the Company irrevocably consents and
  agrees that any legal action, suit or proceeding against it with respect to
  its obligations, liabilities or any other matter arising out of or based on
  this Agreement may be brought in any United States federal or state court in
  the State of New York, County of New York. 
  (c)	The Company designates, appoints, and empowers CT Corporation System
  with offices currently at 111 Eighth Avenue, New York, New York 10011, as its
  designee, appointee and agent to receive and accept for and on its behalf, and
  its properties, assets and revenues, service of any and all legal process, summons,
  notices and documents that may be served in any action, suit or proceeding brought
  against the Company in any such United States federal or state court with respect
  to its obligations, liabilities or any other matter arising out of or in connection
  with this Agreement, the Purchase Agreement and the Indenture and that may be
  made on such designee, appointee and agent in accordance with legal procedures
  prescribed for such courts. If for any reason such designee, appointee and agent
  hereunder shall cease to be available to act as such, the Company agrees to
  designate a new designee, appointee and agent in The City of New York on the
  terms and for the purposes of this Section 5 reasonably satisfactory to the
  Majority Holders. The Company further hereby irrevocably consents and agrees
  to the service of any and all legal process, summons, notices and documents
  in any such action, suit or proceeding against the Company by serving a copy
  thereof upon the relevant agent for service of process referred to in this Section
  5.10 (whether or not the appointment of such agent shall for any reason prove
  to be ineffective or such agent shall accept or acknowledge such service). The
  Company agrees that the failure of any such designee, appointee and agent to
  give any notice of such service to them shall not impair or affect in any way
  the validity of such service or any judgment rendered in any action or proceeding
  based thereon. Each of the parties irrevocably and unconditionally waives, to
  the fullest extent permitted by law, any objection that they may now or hereafter
  have to the laying of venue of any of the aforesaid actions, suits or proceedings
  arising out of or in connection with this Agreement, the Purchase Agreement
  and the Indenture brought in the federal courts located in The City of New York
  or the courts of the State of New York located in The County of New York and
  hereby further irrevocably and unconditionally waives and agrees, to the fullest
  extent permitted by law, not to plead or claim in any such court that any such
  action, suit or proceeding brought in any such court has been brought in an
  inconvenient forum.
5.11Severability.
In the event that any one or more of the provisions contained herein, or the application
thereof in any circumstance, is held invalid, illegal or unenforceable, the validity,
legality and enforceability of any such provision in every other respect and of
the remaining provisions contained herein shall not be affected or impaired thereby.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first
written above.
CONTROLADORA COMERCIAL MEXICANA S.A. DE C.V.
                          By:/s/ Francisco Martínez de la Vega
                          Name:	Francisco Martínez de la Vega
                          Title:	Chief Financial and Administrative Officer
CONFIRMED AND ACCEPTED
as of the date first above written:
CREDIT SUISSE FIRST BOSTON LLC
  By:/s/ Michael Cummings
  Authorized SignatoryFor itself and as Representative of the other Initial Purchasers named in Schedule
  A to the Purchase Agreement.
Exhibit A
The Exchange Offer Registration Statement, as of its effective
  date, and the Prospectus, as of the date hereof (except as to (x) the financial
  statements, notes and schedules thereto and other financial data contained or
  incorporated by reference therein, and (y) the Form T-1, as to which such counsel
  need express no opinion), comply as to form in all material respects with the
  requirements of the 1933 Act and the applicable rules and regulations promulgated
  under the 1933 Act*.
  In passing upon the form of such documents, we have necessarily assumed the
  correctness and completeness of the statements made or included therein by the
  Company and take no responsibility for the accuracy, completeness or fairness
  of the statements contained therein except insofar as such statements related
  to the description of the Exchange Securities and the Indenture or relate to
  us. However, in connection with our examination of the Registration Statement
  and the Prospectus, we have had conferences with certain officers and other
  representatives of the Company, and our examination of the Registration Statement
  and the Prospectus and our discussions in such conferences did not disclose
  to us any information which gave us reason to believe that either the Registration
  Statement, as of its effective date, or the Prospectus, as of the date hereof
  (except as to (x) the financial statements, notes and schedules thereto and
  other financial data contained or incorporated by reference therein, as to which
  such counsel need express no opinion), contains any untrue statement of a material
  fact or omits any material fact required to be stated therein or necessary to
  make the statements therein (in the case of the Prospectus, in light of the
  circumstances under which they were made) not misleading.

Exhibit 4.4
STOCK OPTION PLAN
The Company had a stock option plan for key employees under
  which key employees were granted rights to purchase the Company’s common stock
  at no less than 100% of the market price on the date the options were granted.
  The rights vested equally over a five-year period. The Company purchased the
  required number of shares granted under the terms of the plan in the stock market
  and deposited them in an employee’s trust. When the options were exercised,
  the employees could pay the Company an amount based on the exercise price of
  the option and receive the stock certificates from the employee trust, or could
  elect to receive the appreciation of the units in cash. At December 31, 2003
  and 2002 Ps.257,499 and Ps.343,904, respectively, were recorded reflecting the
  receivable due from the employee’s trust for outstanding units under the stock
  option plan. In April 2004, that plan came to the end and the employees paid
  the remaining debt; 7,681,132 units were transferred to the new option plan.
At December 31, 2004 and 2003 no units were available for the
  granting of options to employees. At December 31, 2002, 6,384,196 units were
  available for the granting of options to employees. These units have been repurchased
  by the Company and placed in a trust.
A summary of changes in the stock purchase plan during 2004,
  2003 and 2002 is as follows:

Number of UnitsOutstanding at January 1, 2002
    20,765,432Granted
    1,101,216Exercised
    (218,779)Cancelled
    (1,679,479)Outstanding at December 31, 2002
    19,968,390Granted
    11,541,661Exercised
    (18,286,569)Cancelled
    (3,360,052)Outstanding at December 31, 2003
    9,863,430Granted
    -Exercised
    (1,228,331)Cancelled
    (953,967)Transfer to new plan
    (7,681,132)Outstanding 31 December 31, 2004
    -The Company has a new plan for the sale of units over the long term. Those
  units may be acquired by executives under certain circumstances. Accounts receivable
  arising from the long-term purchasing plan are recorded in the other assets
  account. A total of 32,522,666 units had been granted to executives at December
  31, 2004 (24,841,534 at December 31, 2003).

Exhibit 7.1
RATIO OF EARNINGS TO FIXED CHARGES The following tables set forth our
  consolidated ratios of earnings to fixed charges for each year in the five-year
  period ended December 31, 2004 in accordance with Mexican GAAP and U.S. GAAP.

Controladora Comercial Mexicana,
      S.A. de C.V.Ratio of earnings to fixed charges(Millions of Mexican pesos in
      purchasing power as of December 31, 2004)Mexican GAAP:
     
     
    DECEMBER
     
      
    2000
    2001
    2002
    2003
    2004EARNINGS:
     
     
     
     
     Pre-Tax income from continuing operations before
      adjustment for minority interest in consolidated subsidiaries or income
      or loss from equity investees
    1,429,530
    1,179,051
    946,577
    1,347,612
    1,926,422FIXED CHARGES:
     
     
     
     
     Interest expense and amortization of debt and
      amortization of debt discount and premium on all indebtedness
    284,004
    297,211
    252,322
    344,083
    290,271Estimated interest component of lease expense
      (10%)
    17,410
    20,898
    19,193
    22,113
    23,396Total Fixed Charges
    301,414
    318,109
    271,515
    366,196
    313,667Pre-Tax income from continuing operations before
      adjustment for minority interest in consolidated subsidiaries or income
      or loss from equity investees plus fixed charges less preferred stock dividend
      requirements of consolidated subsidiaries
    1,730,944
    1,497,160
    1,218,092
    1,713,808
    2,240,089RATIO OF EARNINGS TO FIXED CHARGES
    5.74
    4.71
    4.49
    4.68
    7.14
US GAAP:
     
     
    DECEMBER
     
      
    2000
    2001
    2002
    2003
    2004EARNINGS:
     
     
     
     
     Pre Tax Income from continuing operations before
      adjustment for minority interest in consolidated subsidiaries or income
      or loss from equity investees
    1,429,530
    1,179,051
    946,577
    1,347,612
    1,926,422Adjustments for US GAAP
    113,087
    85,569
    60,076
    -256,055
    -166,611Pre-Tax Income including US GAAP adjustments
    1,542,617
    1,264,620
    1,006,653
    1,091,557
    1,759,811FIXED CHARGES:
     
     
     
     
     Interest expense and amortization of debt and
      amortization of debt discount and premium on all indebtedness
    284,004
    297,211
    252,322
    344,083
    290,271Estimated interest component of lease expense
      (10%)
    17,410
    20,898
    19,193
    22,113
    23,396Total Fixed Charges
    301,414
    318,109
    271,515
    366,196
    313,667Pre-Tax income from continuing operations before
      adjustment for minority interest in consolidated subsidiaries or income
      or loss from equity investees plus fixed charges less preferred stock dividend
      requirements of consolidated subsidiaries
    1,844,031
    1,582,729
    1,278,168
    1,457,753
    2,073,478RATIO OF EARNINGS TO FIXED CHARGES
    6.12
    4.98
    4.71
    3.98
    6.61


Exhibit 8.1
Significant Subsidiaries of Controladora Comercial Mexicana S.A. de C.V.,
  
  as of December 31, 2004

Name of Significant Subsidiary
    Jurisdiction of Organization or IncorporationTiendas Comercial Mexicana, S.A. de C.V.
    MexicoCostco de México, S.A. de C.V.
    MexicoArrendadora de Supermercados, S. A. de C. V.
    MexicoReal Estate Subsidiaries:Arrendadora el Dorado, S. A. de C. V.
    MexicoConstrutiendas, S. A. de C. V.
    MexicoControladora Inmobiliaria Comerci, S. de R. L.
      de C. V.
    MexicoEdificios CM México, S. A. de C. V.
    MexicoGarments Bienes Raíces, S. A. de C. V.
    MexicoHiper Izcalli, S. A. de C. V.
    MexicoHiper Naucalpan, S. A. de C. V.
    MexicoHipertiendas del Norte, S. de R. L. de C. V.
    MexicoHipertiendas de Puebla, S. A. de C. V.
    MexicoHiper Tlatelolco, S. A. de C. V.
    MexicoInmobiliaria Comersa, S. A. de C. V.
    MexicoInmobiliaria del Hueso, S. A. de C. V.
    MexicoInmobiliaria Gleznova, S. A. de C. V.
    MexicoInmobiliaria Los Llanos, S. A. de C. V.
    MexicoInmobiliaria Patria, S. A. de C. V.
    MexicoInmobiliaria Pilares, S. A. de C. V.
    MexicoInmobiliaria Tacuba, S. A. de C. V.
    MexicoInmobiliaria y Constructora San Luis, S. A. de
      C. V.
    MexicoInmuebleaga, S. A. de C. V.
    MexicoInmueblemar, S. A. de C. V.
    MexicoInmueble Neza, S. A. de C. V.
    MexicoLa Villa Inmobiliaria, S. A. de C. V.
    MexicoPlaza Ecatepec, S. A. de C. V.
    MexicoPlaza Fiesta Izcalli, S. A. de C. V.
    MexicoPromotora Aragón, S. C.
    MexicoTapatiplazas Comerciales, S. A. de C. V.
    Mexico

Exhibit 12.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
Pursuant to Section 302 of the Sarbanes-Oxley
  Act of 2002

I, Carlos González Zabalegui, certify that:
1.	I have reviewed this annual report on Form
  20-F of Controladora Comercial Mexicana, S.A. de C.V.;
2.	Based on my knowledge, this report does
  not contain any untrue statement of a material fact or omit to state a material
  fact necessary to make the statements made, in light of the circumstances under
  which such statements were made, not misleading with respect to the period covered
  by this report;
3.	Based on my knowledge, the financial statements,
  and other financial information included in this report, fairly present in all
  material respects the financial condition, results of operations and cash flows
  of the company as of, and for, the periods presented in this report;
4.	The company’s other certifying officer(s)
  and I are responsible for establishing and maintaining disclosure controls and
  procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the
  company and have:
Designed such disclosure controls and procedures, or caused
    such disclosure controls and procedures to be designed under our supervision,
    to ensure that material information relating to the company, including its
    consolidated subsidiaries, is made known to us by others within those entities,
    particularly during the period in which this report is being prepared;
  Evaluated the effectiveness of the company’s disclosure
    controls and procedures and presented in this report our conclusions about
    the effectiveness of the disclosure controls and procedures, as of the end
    of the period covered by this report based on such evaluation; and
  Disclosed in this report any change in the company’s
    internal control over financial reporting that occurred during the period
    covered by the annual report that has materially affected, or is reasonably
    likely to materially affect, the company’s internal control over financial
    reporting; and5.	The company’s other certifying officer(s) and I have
  disclosed, based on our most recent evaluation of internal control over financial
  reporting, to the company’s auditors and the audit committee of the company’s
  board of directors (or persons performing the equivalent functions):
All significant deficiencies and material weaknesses in the
    design or operation of internal control over financial reporting which are
    reasonably likely to adversely affect the company’s ability to record,
    process, summarize and report financial information; and
  Any fraud, whether or not material, that involves management
    or other employees who have a significant role in the company’s internal
    control over financial reporting.Dated this 30th day of June, 2005

By: /s/ Carlos González Zabalegui
Name:	Carlos González Zabalegui
Title:	Vice-Chairman of the Board and Chief Executive Officer
Exhibit 12.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
Pursuant to Section 302 of the Sarbanes-Oxley
  Act of 2002

I, Francisco Martínez de la Vega, certify
  that:
1.	I have reviewed this annual report on
    Form 20-F of Controladora Comercial Mexicana, S.A. de C.V.;
  2.	Based on my knowledge, this report does
    not contain any untrue statement of a material fact or omit to state a material
    fact necessary to make the statements made, in light of the circumstances
    under which such statements were made, not misleading with respect to the
    period covered by this report;
  3.	Based on my knowledge, the financial statements,
    and other financial information included in this report, fairly present in
    all material respects the financial condition, results of operations and cash
    flows of the company as of, and for, the periods presented in this report;
  4.	The company’s other certifying officer(s)
    and I are responsible for establishing and maintaining disclosure controls
    and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))
    for the company and have:Designed such disclosure controls and procedures, or caused
      such disclosure controls and procedures to be designed under our supervision,
      to ensure that material information relating to the company, including its
      consolidated subsidiaries, is made known to us by others within those entities,
      particularly during the period in which this report is being prepared;
    
    Evaluated the effectiveness of the company’s disclosure
      controls and procedures and presented in this report our conclusions about
      the effectiveness of the disclosure controls and procedures, as of the end
      of the period covered by this report based on such evaluation; andDisclosed in this report any change in the company’s
      internal control over financial reporting that occurred during the period
      covered by the annual report that has materially affected, or is reasonably
      likely to materially affect, the company’s internal control over financial
      reporting; and5.	The company’s other certifying officer(s)
    and I have disclosed, based on our most recent evaluation of internal control
    over financial reporting, to the company’s auditors and the audit committee
    of the company’s board of directors (or persons performing the equivalent
    functions):
  a)	All significant deficiencies and material
      weaknesses in the design or operation of internal control over financial
      reporting which are reasonably likely to adversely affect the company’s
      ability to record, process, summarize and report financial information;
      and
    b)	Any fraud, whether or not material,
      that involves management or other employees who have a significant role
      in the registrant’s internal control over financial reporting.Dated this 30th day of June, 2005


By: /s/ 	Francisco Martínez de la Vega
Name:	Francisco Martínez de la Vega
Title: Chief Financial and Administrative Officer



Exhibit 13.1
CONTROLADORA COMERCIAL MEXICANA, S.A. DE C.V.
SECTION 906 CERTIFICATION OF CHIEF EXECUTIVE
  OFFICER

I, Carlos González Zabalegui, Vice-Chairman
  of the Board and Chief Executive Officer of Controladora Comercial Mexicana,
  S.A. de C.V. (the "Company"), hereby certify, pursuant to Section
  906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
1.	The Company’s annual report on Form
    20-F for the fiscal year ended December 31, 2004, to which this statement
    is filed as an exhibit (the "Report"), fully complies with the requirements
    of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
  2.	The information contained in the Report
    fairly presents, in all material respects, the financial condition and results
    of operations of the Company.
  Date: June 30, 2005
  By:	 /s/ Carlos González Zabalegui
                      Name:	Carlos González Zabalegui
                      Title:	Vice-Chairman of the Board and
                        Chief Executive OfficerExhibit 13.2
CONTROLADORA COMERCIAL MEXICANA, S.A. DE C.V.
SECTION 906 CERTIFICATION OF CHIEF FINANCIAL
  OFFICER

I, Francisco Martínez de la Vega, the Chief
  Financial and Administrative Officer of Controladora Comercial Mexicana, S.A.
  de C.V. (the "Company"), hereby certify, pursuant to Section 906 of
  the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
1.	The Company’s annual report on Form
    20-F for the fiscal year ended December 31, 2004, to which this statement
    is filed as an exhibit (the "Report"), fully complies with the requirements
    of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
  2.	The information contained in the Report
    fairly presents, in all material respects, the financial condition and results
    of operations of the Company.Date: June 30, 2005

By: 	/s/ 	Francisco Martínez
                      de la Vega
                    Name:	Francisco Martínez de
                      la Vega
                    Title: Chief Financial and Administrative
                      Officer