EX-4.4



 





EXHIBIT 4.4




MAXCOM TELECOMUNICACIONES, S.A. DE C.V.

AND

THE BANK OF NEW YORK



As Depositary




AND

OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES

Deposit Agreement

Dated as of ___________, 2007





 









 








TABLE OF CONTENTS




	 	 	 	 	 	 	 	 	 
	ARTICLE 1 DEFINITIONS	 	 	2	 
	 
	 	 	 	 	 	 	 	 
	 

	 	SECTION 1.01
	 	American Depositary Shares
	 	 	2	 
	 

	 	SECTION 1.02
	 	Commission
	 	 	3	 
	 

	 	SECTION 1.03
	 	Company
	 	 	3	 
	 

	 	SECTION 1.04
	 	Common Representative
	 	 	3	 
	 

	 	SECTION 1.05
	 	CPOs
	 	 	3	 
	 

	 	SECTION 1.06
	 	CPO Trust
	 	 	3	 
	 

	 	SECTION 1.07
	 	CPO Trust Agreement
	 	 	3	 
	 

	 	SECTION 1.08
	 	CPO Trustee
	 	 	4	 
	 

	 	SECTION 1.09
	 	Custodian
	 	 	4	 
	 

	 	SECTION 1.10
	 	Deliver; Surrender
	 	 	4	 
	 

	 	SECTION 1.11
	 	Deposit Agreement
	 	 	4	 
	 

	 	SECTION 1.12
	 	Depositary; Corporate Trust Office
	 	 	5	 
	 

	 	SECTION 1.13
	 	Deposited Securities
	 	 	5	 
	 

	 	SECTION 1.14
	 	Dollars
	 	 	5	 
	 

	 	SECTION 1.15
	 	DTC
	 	 	5	 
	 

	 	SECTION 1.16
	 	Foreign Registrar
	 	 	5	 
	 

	 	SECTION 1.17
	 	Holder
	 	 	5	 
	 

	 	SECTION 1.18
	 	Indeval
	 	 	5	 
	 

	 	SECTION 1.19
	 	Owner
	 	 	6	 
	 

	 	SECTION 1.20
	 	Receipts
	 	 	6	 
	 

	 	SECTION 1.21
	 	Registrar
	 	 	6	 
	 

	 	SECTION 1.22
	 	Restricted Securities
	 	 	6	 
	 

	 	SECTION 1.23
	 	Securities Act of 1933
	 	 	6	 
	 

	 	SECTION 1.24
	 	Shares
	 	 	6	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE 2. FORM OF RECEIPTS, DEPOSIT OF SHARES, DELIVERY, TRANSFER AND SURRENDER
OF AMERICAN DEPOSITARY SHARES	 	 	7	 
	 
	 	 	 	 	 	 	 	 
	 

	 	SECTION 2.01
	 	Form of Receipts; Registration and Transferability of American
Depositary Shares
	 	 	7	 
	 

	 	SECTION 2.02
	 	Deposit of CPOs
	 	 	8	 
	 

	 	SECTION 2.03
	 	Delivery of American Depositary Shares
	 	 	9	 
	 

	 	SECTION 2.04
	 	Registration of Transfer of American Depositary Shares; Combination and
Split-up of Receipts; Interchange of Certificated and Uncertificated
American Depositary Shares
	 	 	9	 






 









 






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	 	SECTION 2.05
	 	Surrender of American Depositary Shares and Withdrawal of
Deposited Securities
	 	 	10	 
	 

	 	SECTION 2.06
	 	Limitations on Delivery, Transfer and Surrender of American
Depositary Shares
	 	 	11	 
	 

	 	SECTION 2.07
	 	Lost Receipts, etc
	 	 	12	 
	 

	 	SECTION 2.08
	 	Cancellation and Destruction of Surrendered Receipts
	 	 	13	 
	 

	 	SECTION 2.09
	 	Pre-Release of American Depositary Shares
	 	 	13	 
	 

	 	SECTION 2.10
	 	DTC Direct Registration System and Profile Modification
System
	 	 	13	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE 3. CERTAIN OBLIGATIONS OF OWNERS AND HOLDERS OF AMERICAN DEPOSITARY
SHARES	 	 	14	 
	 

	 	SECTION 3.01
	 	Filing Proofs, Certificates and Other Information
	 	 	14	 
	 

	 	SECTION 3.02
	 	Liability of Owner for Taxes
	 	 	14	 
	 

	 	SECTION 3.03
	 	Warranties on Deposit of Shares
	 	 	15	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE 4. THE DEPOSITED SECURITIES	 	 	15	 
	 

	 	SECTION 4.01
	 	Cash Distributions
	 	 	15	 
	 

	 	SECTION 4.02
	 	Distributions Other Than Cash, CPOs or Rights
	 	 	16	 
	 

	 	SECTION 4.03
	 	Distributions in CPOs
	 	 	17	 
	 

	 	SECTION 4.04
	 	Rights
	 	 	17	 
	 

	 	SECTION 4.05
	 	Conversion of Foreign Currency
	 	 	19	 
	 

	 	SECTION 4.06
	 	Fixing of Record Date
	 	 	20	 
	 

	 	SECTION 4.07
	 	Voting of Deposited Securities
	 	 	20	 
	 

	 	SECTION 4.08
	 	Changes Affecting Deposited Securities
	 	 	22	 
	 

	 	SECTION 4.09
	 	Reports
	 	 	22	 
	 

	 	SECTION 4.10
	 	Lists of Owners
	 	 	23	 
	 

	 	SECTION 4.11
	 	Withholding
	 	 	23	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE 5. THE DEPOSITARY, THE CUSTODIANS AND THE COMPANY	 	 	23	 
	 

	 	SECTION 5.01
	 	Maintenance of Office and Transfer Books by the Depositary
	 	 	23	 
	 

	 	SECTION 5.02
	 	Prevention or Delay in Performance by the Depositary or the

Company
	 	 	24	 
	 

	 	SECTION 5.03
	 	Obligations of the Depositary, the Custodian and the Company
	 	 	25	 
	 

	 	SECTION 5.04
	 	Resignation and Removal of the Depositary
	 	 	26	 
	 

	 	SECTION 5.05
	 	The Custodians
	 	 	26	 






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	 	SECTION 5.06
	 	Notices and Reports
	 	 	27	 
	 

	 	SECTION 5.07
	 	Distribution of Additional Shares, Rights, etc
	 	 	27	 
	 

	 	SECTION 5.08
	 	Indemnification
	 	 	28	 
	 

	 	SECTION 5.09
	 	Charges of Depositary
	 	 	29	 
	 

	 	SECTION 5.10
	 	Retention of Depositary Documents
	 	 	30	 
	 

	 	SECTION 5.11
	 	Exclusivity
	 	 	30	 
	 

	 	SECTION 5.12
	 	List of Restricted Securities Owners
	 	 	30	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE 6. AMENDMENT AND TERMINATION	 	 	31	 
	 

	 	SECTION 6.01
	 	Amendment
	 	 	31	 
	 

	 	SECTION 6.02
	 	Termination
	 	 	31	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE 7. MISCELLANEOUS	 	 	32	 
	 

	 	SECTION 7.01
	 	Counterparts
	 	 	32	 
	 

	 	SECTION 7.02
	 	No Third Party Beneficiaries
	 	 	32	 
	 

	 	SECTION 7.03
	 	Severability
	 	 	32	 
	 

	 	SECTION 7.04
	 	Owners and Holders as Parties; Binding Effect
	 	 	33	 
	 

	 	SECTION 7.05
	 	Notices
	 	 	33	 
	 

	 	SECTION 7.06
	 	Submission to Jurisdiction; Appointment of Agent for Service of
Process; Jury Trial Waiver
	 	 	34	 
	 

	 	SECTION 7.07
	 	Waiver of Immunities
	 	 	34	 
	 

	 	SECTION 7.08
	 	Governing Law
	 	 	35	 






 









 






-iv-





 









 








DEPOSIT AGREEMENT




DEPOSIT AGREEMENT dated as of ___, 2007, among MAXCOM TELECOMUNICACIONES, S.A. DE C.V., a
variable capital corporation (sociedad anónima de capital variable) incorporated under the laws of
the United Mexican States (herein called the Company), THE BANK OF NEW YORK, a New York banking
corporation (herein called the Depositary), and all Owners and Holders from time to time of
American Depositary Shares issued hereunder.



W I T N E S S E T H:




          WHEREAS, the Company desires to provide, as hereinafter set forth in this Deposit Agreement,
for the deposit of CPOs (as hereinafter defined) from time to time with the Depositary or with the
Custodian (as hereinafter defined) as agent of the Depositary for the purposes set forth in this
Deposit Agreement, for the creation of American Depositary Shares representing the CPOs so
deposited and for the execution and delivery of American Depositary Receipts evidencing the
American Depositary Shares; and



          WHEREAS, the American Depositary Receipts are to be substantially in the form of Exhibit A
annexed hereto, with appropriate insertions, modifications and omissions, as hereinafter provided
in this Deposit Agreement;



          NOW, THEREFORE, in consideration of the premises, it is agreed by and between the parties
hereto as follows:



ARTICLE 1. DEFINITIONS




     The following definitions shall for all purposes, unless otherwise clearly indicated, apply to
the respective terms used in this Deposit Agreement:




     SECTION 1.01 American Depositary Shares.



          The term “American Depositary Shares” shall mean the securities created under this Deposit
Agreement representing rights with respect to the Deposited Securities. American Depositary Shares
may be certificated securities evidenced by Receipts or uncertificated securities. The form of
Receipt annexed as Exhibit A to this Deposit Agreement shall be the prospectus required under the
Securities Act of 1933 for sales of both certificated and uncertificated American Depositary
Shares. Except for those provisions of this Deposit Agreement that refer specifically to Receipts,
all the provisions of this Deposit Agreement shall apply to both certificated and uncertificated
American Depositary Shares. Each American Depositary Share shall represent the number of CPOs
specified in Exhibit A to this Deposit Agreement, until there shall occur



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a distribution upon Deposited Securities covered by Section 4.03 or a change in Deposited
Securities covered by Section 4.08 with respect to which additional American Depositary Shares are
not delivered, and thereafter American Depositary Shares shall represent the amount of Shares or
Deposited Securities specified in such Sections.




     SECTION 1.02 Business Day.



          The term “Business Day” shall mean any day that is not a Saturday, Sunday or other day on
which banks are required or authorized by law to be closed in the City of New York.




     SECTION 1.03 Commission.



          The term “Commission” shall mean the Securities and Exchange Commission of the United States
or any successor governmental agency in the United States.




     SECTION 1.04 Company.



          The term “Company” shall mean Maxcom Telecomunicaciones, S.A. de C.V., a variable capital
corporation (sociedad anónima de capital variable), organized under the laws of the United Mexican
States, and its successors.




     SECTION 1.05 Common Representative.



          The term “Common Representative” shall mean [___], or any other institution
which may be appointed from time to time as the common representative of the holders of CPOs.




     SECTION 1.06 CPOs.



          The term “CPOs” shall mean the non-redeemable Certificados de Participación Ordinarios issued
by the CPO Trustee pursuant to the CPO Trust Agreement, and shall include evidence of rights to
receive CPOs. Each CPO represents a financial interest in three Shares.




     SECTION 1.07 CPO Trust.



          The term “CPO Trust” shall mean the Mexican trust created by the CPO Trust Agreement.




     SECTION 1.08 CPO Trust Agreement.



          The term “CPO Trust Agreement” shall mean the agreement dated [___] between the
Company, as settlor, and the CPO Trustee, as trustee.



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     SECTION 1.09 CPO Trustee.



          The term “CPO Trustee” shall mean Nacional Financiera, Sociedad Nacional de Crédito,
Institución de Banca de Desarrollo,, as trustee for the CPO Trust, or its successor as such
trustee.




     SECTION 1.10 Custodian.



          The term “Custodian” shall mean BBVA Bancomer, S.A. de C.V., as agent of the Depositary for
the purposes of this Deposit Agreement, and any other firm or corporation which may hereafter be
appointed by the Depositary pursuant to the terms of Section 5.05, as substitute or additional
custodian or custodians hereunder, as the context shall require and shall also mean all of them
collectively.




     SECTION 1.11 Deliver; Surrender.



          (a) The term “deliver”, or its noun form, when used with respect to CPOs or other Deposited
Securities, shall mean (i) book-entry transfer of those CPOs or other Deposited Securities to an
account maintained by an institution authorized under applicable law to effect transfers of such
securities designated by the person entitled to that delivery or (ii) physical transfer of
certificates evidencing those CPOs or other Deposited Securities registered in the name of, or duly
endorsed or accompanied by proper instruments of transfer to, the person entitled to that delivery.



          (b) The term “deliver”, or its noun form, when used with respect to American Depositary
Shares, shall mean (i) book-entry transfer of American Depositary Shares to an account at DTC
designated by the person entitled to such delivery, evidencing American Depositary Shares
registered in the name requested by that person, (ii) registration of American Depositary Shares
not evidenced by a Receipt on the books of the Depositary in the name requested by the person
entitled to such delivery and mailing to that person of a statement confirming that registration
or (iii) if requested by the person entitled to such delivery, delivery at the Corporate Trust
Office of the Depositary to the person entitled to such delivery of one or more Receipts.



          (c) The term “surrender”, when used with respect to American Depositary Shares, shall mean (i)
one or more book-entry transfers of American Depositary Shares to the DTC account of the
Depositary, (ii) delivery to the Depositary at its Corporate Trust Office of an instruction to
surrender American Depositary Shares not evidenced by a Receipt or (iii) surrender to the
Depositary at its Corporate Trust Office of one or more Receipts evidencing American Depositary
Shares.




     SECTION 1.12 Deposit Agreement.



          The term “Deposit Agreement” shall mean this Deposit Agreement, as the same may be amended
from time to time in accordance with the provisions hereof.



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     SECTION 1.13 Depositary; Corporate Trust Office.



          The term “Depositary” shall mean The Bank of New York, a New York banking corporation, and any
successor as depositary hereunder. The term “Corporate Trust Office”, when used with respect to
the Depositary, shall mean the office of the Depositary which at the date of this Deposit Agreement
is 101 Barclay Street, New York, New York 10286.




     SECTION 1.14 Deposited Securities.



          The term “Deposited Securities” as of any time shall mean all CPOs at such time deposited or
deemed to be deposited under this Deposit Agreement, including without limitation Shares that have
not been successfully delivered upon surrender of American Depositary Shares, and any and all other
securities, property and cash received by the Depositary or the Custodian in respect thereof and at
such time held under this Deposit Agreement, subject as to cash to the provisions of Section 4.05.




     SECTION 1.15 Dollars.



          The term “Dollars” shall mean United States dollars.
SECTION 1.16 DTC.



          The term “DTC” shall mean The Depository Trust Company or its successor.




     SECTION 1.17 Foreign Registrar.



          The term “Foreign Registrar” shall mean the entity that presently carries out the duties of
registrar for the CPOs or any successor as registrar for the CPOs and any other agent of the
Company for the transfer and registration of CPOs, including without limitation any securities
depository for the CPOs.




     SECTION 1.18 Holder.



          The term “Holder” shall mean any person holding a Receipt or a security entitlement or other
interest in American Depositary Shares, whether for its own account or for the account of another
person, but that is not the Owner of that Receipt or those American Depositary Shares.




     SECTION 1.19 Indeval.



          The term “Indeval” shall mean S.D. Indeval, Institución para el Depósito de Valores, S.A. de
C.V., the Mexican securities depository institution, and any successor which performs substantially
identical functions in Mexico.



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     SECTION 1.20 Owner.



          The term “Owner” shall mean the person in whose name American Depositary Shares are registered
on the books of the Depositary maintained for such purpose.




     SECTION 1.21 Receipts.



          The term “Receipts” shall mean the American Depositary Receipts issued hereunder evidencing
certificated American Depositary Shares, as the same may be amended from time to time in accordance
with the provisions hereof.




     SECTION 1.22 Registrar.



          The term “Registrar” shall mean any bank or trust company having an office in the Borough of
Manhattan, The City of New York, that is appointed by the Depositary to register American
Depositary Shares and transfers of American Depositary Shares as herein provided.




     SECTION 1.23 Restricted Securities.



          The term “Restricted Securities” shall mean Shares, or American Depositary Shares representing
Shares, that are acquired directly or indirectly from the Company or its affiliates (as defined in
Rule 144 under the Securities Act of 1933) in a transaction or chain of transactions not involving
any public offering, or that are subject to resale limitations under Regulation D under the
Securities Act of 1933 or both, or which are held by an officer, director (or persons performing
similar functions) or other affiliate of the Company, or that would require registration under the
Securities Act of 1933 in connection with the offer and sale thereof in the United States, or that
are subject to other restrictions on sale or deposit under the laws of the United States or Mexico,
or under a shareholder agreement or the articles of association or similar document of the Company.




     SECTION 1.24 Securities Act of 1933.



          The term “Securities Act of 1933” shall mean the United States Securities Act of 1933, as from
time to time amended.




     SECTION 1.25 Shares.



          The term “Shares” shall mean Series A common shares of the Company that are validly issued and
outstanding and fully paid, nonassessable and that were not issued in violation of any pre-emptive
or similar rights of the holders of outstanding securities of the Company; provided,
however, that, if there shall occur any change in nominal value, a split-up or
consolidation or any other reclassification or, upon the



-6-









 





occurrence of an event described in Section 4.08, an exchange or conversion in respect of the
Shares of the Company, the term “Shares” shall thereafter also mean the successor securities
resulting from such change in nominal value, split-up or consolidation or such other
reclassification or such exchange or conversion.



ARTICLE 2. FORM OF RECEIPTS, DEPOSIT OF SHARES, DELIVERY, TRANSFER AND SURRENDER OF AMERICAN
DEPOSITARY SHARES





     SECTION 2.01 Form of Receipts; Registration and Transferability of American
Depositary Shares.



          Definitive Receipts shall be substantially in the form set forth in Exhibit A annexed to this
Deposit Agreement, with appropriate insertions, modifications and omissions, as hereinafter
provided. No Receipt shall be entitled to any benefits under this Deposit Agreement or be valid or
obligatory for any purpose, unless such Receipt shall have been (i) executed by the Depositary by
the manual signature of a duly authorized officer of the Depositary or (ii) executed by the
facsimile signature of a duly authorized officer of the Depositary and countersigned by the manual
signature of a duly authorized signatory of the Depositary or a Registrar. The Depositary shall
maintain books on which (x) each Receipt so executed and delivered as hereinafter provided and the
transfer of each such Receipt shall be registered and (y) all American Depositary Shares delivered
as hereinafter provided and all registrations of transfer of American Depositary Shares shall be
registered. A Receipt bearing the facsimile signature of a person that was at any time a proper
officer of the Depositary shall, subject to the other provisions of this paragraph, bind the
Depositary, notwithstanding that such person was not a proper officer of the Depositary on the date
of issuance of that Receipt.



          The Receipts may be endorsed with or have incorporated in the text thereof such legends or
recitals or modifications not inconsistent with the provisions of this Deposit Agreement as may be
required by the Depositary or required to comply with any applicable law or regulations thereunder
or with the rules and regulations of any securities exchange upon which American Depositary Shares
may be listed or to conform with any usage with respect thereto, or to indicate any special
limitations or restrictions to which any particular Receipts are subject by reason of the date of
issuance of the underlying Deposited Securities or otherwise.



          American Depositary Shares evidenced by a Receipt, when properly endorsed or accompanied by
proper instruments of transfer, shall be transferable as certificated registered securities under
the laws of New York. American Depositary Shares not evidenced by Receipts shall be transferable as
uncertificated registered securities under the laws of New York. The Depositary, notwithstanding
any notice to the contrary, may treat the Owner of American Depositary Shares as the absolute owner
thereof for the purpose of determining the person entitled to distribution of dividends or other
distributions or to any notice provided for in this Deposit Agreement and for all



-7-









 







other purposes, and neither the Depositary nor the Company shall have any obligation or be
subject to any liability under this Deposit Agreement to any Holder of American Depositary Shares
unless that Holder is the Owner of those American Depositary Shares.




     SECTION 2.02 Deposit of CPOs.



          Subject to the terms and conditions of this Deposit Agreement, CPOs may be deposited by
delivery thereof to any Custodian hereunder, accompanied by any appropriate instruments or
instructions for transfer, or endorsement, in form reasonably satisfactory to the Custodian,
together with all such certifications as may be required by the Depositary or the Custodian in
accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together
with a written order directing the Depositary to deliver to, or upon the written order of, the
person or persons stated in such order, the number of American Depositary Shares representing such
deposit.



          No CPO shall be accepted for deposit unless accompanied by evidence reasonably satisfactory to
the Depositary that any necessary approval has been granted by any governmental body in Mexico that
is then performing the function of the regulation of currency exchange. If required by the
Depositary, CPOs presented for deposit at any time, whether or not the transfer books of the
Company or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an
agreement or assignment, or other instrument reasonably satisfactory to the Depositary, which will
provide for the prompt transfer to the Custodian of any dividend in respect of such CPOs, or right
to subscribe for additional CPOs or to receive other property which any person in whose name the
CPOs are or have been recorded may thereafter receive upon or in respect of such deposited Shares,
or in lieu thereof, such agreement of indemnity or other agreement as shall be reasonably
satisfactory to the Depositary.



          The Depositary may refuse to accept for deposit any CPOs that the Depositary believes to be
Restricted Securities. The Depositary may, but is not obligated, to require, an opinion of
recognized counsel in the United States upon which the Depositary may rely, in determining whether
or not any CPOs are Restricted Securities. The Depositary will comply with written instructions of
the Company not to accept for deposit hereunder any CPOs identified in such instructions at such
times and under such circumstances as may be specified in such instructions in order to facilitate
the Company’s compliance with U.S. securities laws.



          At the request and risk and expense of any person proposing to deposit CPOs, and for the
account of such person, the Depositary may receive CPOs to be deposited, together with the other
instruments herein specified, for the purpose of forwarding such CPOs to the Custodian for deposit
hereunder.



          Upon each delivery to a Custodian of CPOs to be deposited hereunder, together with the other
documents specified above, such Custodian shall, as soon as transfer and recordation can be
accomplished, present such certificate or certificates to



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the Company or the Foreign Registrar, if applicable, for transfer and recordation of the CPOs
being deposited in the name of the Depositary or its nominee or such Custodian or its nominee.



          Deposited Securities shall be held by the Depositary or by a Custodian for the account and to
the order of the Depositary or at such other place or places as the Depositary shall determine.




     SECTION 2.03 Delivery of American Depositary Shares.



          Upon receipt by any Custodian of any deposit pursuant to Section 2.02 hereunder, together with
the other documents required as specified above, such Custodian shall notify the Depositary of such
deposit and the person or persons to whom or upon whose written order American Depositary Shares
are deliverable in respect thereof and the number of American Depositary Shares to be so delivered.
Such notification shall be made by letter or, at the request, risk and expense of the person making
the deposit, by cable, telex or facsimile transmission (and in addition, if the transfer books of
the CPO Trust or the Foreign Registrar, if applicable, are open, the Depositary may in its sole
discretion require a proper acknowledgment or other evidence from the CPO Trust or the Foreign
Registrar that any deposited CPOs have been recorded upon the books of the CPO Trust or the Foreign
Registrar, if applicable, in the name of the Depositary or its nominee or such Custodian or its
nominee). Upon receiving such notice from such Custodian, or upon the receipt of Shares or
evidence of the right to receive Shares by the Depositary, the Depositary, subject to the terms and
conditions of this Deposit Agreement, shall deliver, to or upon the order of the person or persons
entitled thereto, the number of American Depositary Shares issuable in respect of that deposit, but
only upon payment to the Depositary of the fees and expenses of the Depositary for the delivery of
such American Depositary Shares as provided in Section 5.09, and of all taxes and governmental
charges and fees payable in connection with such deposit and the transfer of the deposited CPOs and
the issuance of such Receipt or Receipts.




     SECTION 2.04 Registration of Transfer of American Depositary Shares; Combination
and Split-up of Receipts; Interchange of Certificated and Uncertificated American
Depositary Shares.



          The Depositary, subject to the terms and conditions of this Deposit Agreement, shall register
transfers of American Depositary Shares on its transfer books from time to time, upon (i) in the
case of certificated American Depositary Shares, surrender of the Receipt evidencing those American
Depositary Shares, by the Owner in person or by a duly authorized attorney, properly endorsed or
accompanied by proper instruments of transfer or (ii) in the case of uncertificated American
Depositary Shares, receipt from the Owner of a proper instruction (including, for the avoidance of
doubt, instructions through DRS and Profile as provided in Section 2.10), and, in either case, duly
stamped as may be required by the laws of the State of New York and of the United



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States of America. Thereupon the Depositary shall deliver those American Depositary Shares to
or upon the order of the person entitled thereto.



          The Depositary, subject to the terms and conditions of this Deposit Agreement, shall upon
surrender of a Receipt or Receipts for the purpose of effecting a split-up or combination of such
Receipt or Receipts, execute and deliver a new Receipt or Receipts for any authorized number of
American Depositary Shares requested, evidencing the same aggregate number of American Depositary
Shares as the Receipt or Receipts surrendered.



          The Depositary, upon surrender of certificated American Depositary Shares for the purpose of
exchanging for uncertificated American Depositary Shares, shall cancel those certificated American
Depositary Shares and send the Owner a statement confirming that the Owner is the owner of the same
number of uncertificated American Depositary Shares. The Depositary, upon receipt of a proper
instruction (including, for the avoidance of doubt, instructions through DRS and Profile as
provided in Section 2.10) from the Owner of uncertificated American Depositary Shares for the
purpose of exchanging for certificated American Depositary Shares, shall cancel those
uncertificated American Depositary Shares and deliver to the Owner the same number of certificated
American Depositary Shares.



          The Depositary may, upon a least 20 days’ prior notice to the Company, appoint one or more
co-transfer agents for the purpose of effecting registration of transfers of American Depositary
Shares and combinations and split-ups of Receipts at designated transfer offices on behalf of the
Depositary. The Depositary shall require each Registrar, co-registrar and co-transfer agent that
it appoints to accept that appointment in writing and agree to be bound by the applicable terms of
this Deposit Agreement. In carrying out its functions, a co-transfer agent may require evidence of
authority and compliance with applicable laws and other requirements by Owners or persons entitled
to American Depositary Shares and will be entitled to protection and indemnity to the same extent
as the Depositary.




     SECTION 2.05 Surrender of American Depositary Shares and Withdrawal of Deposited
Securities.



          Upon surrender at the Corporate Trust Office of the Depositary of American Depositary Shares
for the purpose of withdrawal of the Deposited Securities represented thereby, and upon payment of
the fee of the Depositary for the surrender of American Depositary Shares as provided in Section
5.09 and payment of all taxes and governmental charges payable in connection with such surrender
and withdrawal of the Deposited Securities, and subject to the terms and conditions of this Deposit
Agreement, the Owner of those American Depositary Shares shall be entitled to delivery, to him or
as instructed, of the amount of Deposited Securities at the time represented by those American
Depositary Shares. Delivery of such Deposited Securities may be made by the delivery of (a) CPOs
in the name of such Owner or as ordered by him or CPOs properly



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endorsed or accompanied by proper instruments of transfer to such Owner or as ordered by him
and (b) any other securities, property and cash to which such Owner is then entitled in respect of
the applicable American Depositary Shares to such Owner or as ordered by him. Such delivery shall
be made, as hereinafter provided, without unreasonable delay.



          A Receipt surrendered for such purposes may be required by the Depositary to be properly
endorsed in blank or accompanied by proper instruments of transfer in blank. The Depositary may
require the surrendering Owner to execute and deliver to the Depositary a written order directing
the Depositary to cause the Deposited Securities being withdrawn to be delivered to or upon the
written order of a person or persons designated in such order. Thereupon the Depositary shall
direct the Custodian to deliver at the office of such Custodian, subject to Sections 2.06, 3.01 and
3.02 and to the other terms and conditions of this Deposit Agreement, to or upon the written order
of the person or persons designated in the order delivered to the Depositary as above provided, the
amount of Deposited Securities represented by the surrendered American Depositary Shares, except
that the Depositary may make delivery to such person or persons at the Corporate Trust Office of
the Depositary of any dividends or distributions with respect to the Deposited Securities
represented by those American Depositary Shares, or of any proceeds of sale of any dividends,
distributions or rights, which may at the time be held by the Depositary.



          At the request, risk and expense of any Owner so surrendering American Depositary Shares, and
for the account of such Owner, the Depositary shall direct the Custodian to forward any cash or
other property (other than rights) comprising, and forward a certificate or certificates, if
applicable, and other proper documents of title for, the Deposited Securities represented by the
surrendered American Depositary Shares to the Depositary for delivery at the Corporate Trust Office
of the Depositary. Such direction shall be given by letter or, at the request, risk and expense of
such Owner, by cable, telex or facsimile transmission.




     SECTION 2.06 Limitations on Delivery, Transfer and Surrender of American
Depositary Shares.



          As a condition precedent to the delivery, registration of transfer, or surrender of any
American Depositary Shares or split-up or combination of any Receipt or withdrawal of any Deposited
Securities, the Depositary, Custodian or Registrar may require (i) payment from the Owner, the
presenter of the Receipt or the depositor of CPOs of a sum sufficient to reimburse it for any tax
or other governmental charge and any stock transfer or registration fee with respect thereto
(including any such tax or charge and fee with respect to CPOs being deposited or withdrawn) and
any transfer or registration fees in effect for the registration or registration of transfers of
CPOs generally on the register of the CPO Trust or Foreign Registrar; (ii) payment of any
applicable fees as herein provided; (iii) the production of proof reasonably satisfactory to it as
to the



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identity and genuineness of any signature and (iv) compliance with any regulations the
Depositary may establish consistent with the provisions of this Deposit Agreement, including,
without limitation, this Section 2.06.



          The delivery of American Depositary Shares against deposit of CPOs generally or against
deposit of particular CPOs may be suspended, or the transfer of American Depositary Shares in
particular instances may be refused, or the registration of transfer of outstanding American
Depositary Shares generally may be suspended, during any period when the transfer books of the
Depositary or the CPO Trust or Foreign Registrar are closed, or if any such action is deemed
necessary or advisable by the Depositary, the CPO Trustee, the Company or Foreign Registrar at any
time or from time to time because of any requirement of law or of any government or governmental
body or commission, or any securities exchange on which the American Depositary Shares or CPOs are
listed, or under any provision of this Deposit Agreement, or for any other reason, subject to the
provisions of the following sentence. Notwithstanding anything to the contrary in this Deposit
Agreement, the surrender of outstanding American Depositary Shares and withdrawal of Deposited
Securities may not be suspended subject only to (i) temporary delays caused by closing the transfer
books of the Depositary or the CPO Trust, the Company or the Foreign Registrar, if applicable, or
the deposit of CPOs in connection with voting at a shareholders’ meeting, or the payment of
dividends, (ii) the payment of fees, taxes and similar charges, and (iii) compliance with any U.S.
or foreign laws or governmental regulations relating to the American Depositary Shares or to the
withdrawal of the Deposited Securities. Without limitation of the foregoing, the Depositary shall
not knowingly accept for deposit under this Deposit Agreement any CPOs which would be required to
be registered under the provisions of the Securities Act of 1933 for public offer and sale in the
United States unless a registration statement is in effect as to such CPOs for such offer and sale.




     SECTION 2.07 Lost Receipts, etc.



          In case any Receipt shall be mutilated, destroyed, lost or stolen, the Depositary shall
deliver to the Owner the American Depositary Shares evidenced by that Receipt in uncertificated
form or, if requested by the Owner, execute and deliver a new Receipt evidencing the same number of
CPOs in exchange and substitution for such mutilated Receipt, upon cancellation thereof, or in lieu
of and in substitution for such destroyed, lost or stolen Receipt. Before the Depositary shall
deliver American Depositary Shares in uncertificated form or execute and deliver a new Receipt, in
substitution for a destroyed, lost or stolen Receipt, the Owner thereof shall have (a) filed with
the Depositary (i) a request for such execution and delivery before the Depositary has notice that
the Receipt has been acquired by a bona fide purchaser and (ii) a sufficient indemnity bond and (b)
satisfied any other reasonable requirements imposed by the Depositary.



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     SECTION 2.08 Cancellation and Destruction of Surrendered Receipts.



          All Receipts surrendered to the Depositary shall be cancelled by the Depositary. The
Depositary is authorized to destroy Receipts so cancelled.




     SECTION 2.09 Pre-Release of American Depositary Shares.



          Notwithstanding Section 2.03 hereof, unless requested in writing by the Company to cease doing
so, the Depositary may deliver American Depositary Shares prior to the receipt of CPOs pursuant to
Section 2.02 (a “Pre-Release”). The Depositary may, pursuant to Section 2.05, deliver CPOs upon
the surrender of American Depositary Shares that have been Pre-Released, whether or not such
cancellation is prior to the termination of such Pre-Release or the Depositary knows that such
American Depositary Shares have been Pre-Released. The Depositary may receive American Depositary
Shares in lieu of CPOs in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or
accompanied by a written representation from the person to whom American Depositary Shares or
Shares are to be delivered, that such person, or its customer, (i) owns the CPOs or American
Depositary Shares to be remitted, as the case may be (ii) transfers all beneficial right, title and
interest in such CPOs or American Depositary Shares, as the case may be, to the Depositary in its
capacity as such and for the benefit of the Owners, and (iii) will not take any action with respect
to such CPOs or American Depositary Shares, as the case may be, that is inconsistent with the
transfer of ownership (including, without the consent of the Depositary, disposing of CPOs or
American Depositary Shares, as the case may be other than in satisfaction of such Pre-Release), (b)
at all times fully collateralized with cash or such other collateral as the Depositary deems
appropriate, (c) terminable by the Depositary on not more than five (5) Business Days notice, and
(d) subject to such further indemnities and credit regulations as the Depositary deems appropriate.
The number of CPOs represented by American Depositary Shares which are outstanding at any time as
a result of Pre-Release will not normally exceed thirty percent (30%) of the CPOs deposited
hereunder; provided, however, that the Depositary reserves the right to change or
disregard such limit from time to time as it deems appropriate.



          The Depositary may retain for its own account any compensation received by it in connection
with the foregoing.




     SECTION 2.10 DTC Direct Registration System and Profile Modification System.



          (a) Notwithstanding the provisions of Section 2.04, the parties acknowledge that the Direct
Registration System (“DRS”) and Profile Modification System (“Profile”) shall apply to
uncertificated American Depositary Shares upon acceptance thereof to DRS by DTC. DRS is the system
administered by DTC pursuant to which the Depositary may register the ownership of uncertificated
American Depositary



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Shares, which ownership shall be evidenced by periodic statements issued by the Depositary to
the Owners entitled thereto. Profile is a required feature of DRS which allows a DTC participant,
claiming to act on behalf of an Owner of American Depositary Shares, to direct the Depositary to
register a transfer of those American Depositary Shares to DTC or its nominee and to deliver those
American Depositary Shares to the DTC account of that DTC participant without receipt by the
Depositary of prior authorization from the Owner to register such transfer.



          (b) In connection with and in accordance with the arrangements and procedures relating to
DRS/Profile, the parties understand that the Depositary will not verify, determine or otherwise
ascertain that the DTC participant which is claiming to be acting on behalf of an Owner in
requesting a registration of transfer and delivery as described in subsection (a) has the actual
authority to act on behalf of the Owner (notwithstanding any requirements under the Uniform
Commercial Code). For the avoidance of doubt, the provisions of Sections 5.03 and 5.08 shall apply
to the matters arising from the use of the DRS. The parties agree that the Depositary’s reliance
on and compliance with instructions received by the Depositary through the DRS/Profile System and
in accordance with this Deposit Agreement shall not constitute negligence or bad faith on the part
of the Depositary.



ARTICLE 3. CERTAIN OBLIGATIONS OF OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES





     SECTION 3.01 Filing Proofs, Certificates and Other Information.



          Any person presenting CPOs for deposit or any Owner or holder may be required from time to
time to file with the Depositary or the Custodian such proof of citizenship or residence, exchange
control approval, or such information relating to the registration on the books of the Company, CPO
Trust or the Foreign Registrar, if applicable, to execute such certificates and to make such
representations and warranties, as the Depositary may deem necessary or proper. The Depositary may
withhold the delivery or registration of transfer of American Depositary Shares or the distribution
of any dividend or sale or distribution of rights or of the proceeds thereof or the delivery of any
Deposited Securities until such proof or other information is filed or such certificates are
executed or such representations and warranties made. Upon the reasonable written request of the
Company, the Depositary shall provide the Company, as promptly as practicable, with copies of any
such proofs or citizenship or residence, or exchange control approval which it receives, to the
extent that disclosure is permitted under applicable law.




     SECTION 3.02 Liability of Owner for Taxes.



          If any tax or other governmental charge shall become payable by the Custodian or the
Depositary with respect to any American Depositary Shares or any Deposited Securities represented
by any American Depositary Shares, such tax or other



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governmental charge shall be payable by the Owner of such American Depositary Shares to the
Depositary. The Depositary may refuse to register any transfer of those American Depositary Shares
or any withdrawal of Deposited Securities represented by those American Depositary Shares until
such payment is made, and may withhold any dividends or other distributions, or may sell for the
account of the Owner thereof any part or all of the Deposited Securities represented by those
American Depositary Shares, and may apply such dividends or other distributions or the proceeds of
any such sale in payment of such tax or other governmental charge and the Owner of such American
Depositary Shares shall remain liable for any deficiency.




     SECTION 3.03 Warranties on Deposit of Shares.



          Every person depositing CPOs under this Deposit Agreement shall be deemed thereby to represent
and warrant that such CPOs and the underlying Shares and each certificate therefor, if applicable,
are validly issued, fully paid, nonassessable and free of any preemptive rights of the holders of
outstanding CPOs or Shares and that the person making such deposit is duly authorized so to do.
Every such person shall also be deemed to represent that the deposit of such CPOs and the sale of
American Depositary Shares representing such CPOs by that person are not restricted under the
Securities Act of 1933. Such representations and warranties shall survive the deposit of Shares
and delivery of American Depositary Shares.




     SECTION 3.04 Disclosure of Interests.



          To the extent that provisions or terms of or laws or regulations governing any Deposited
Securities (including, in the case of CPOs, the Shares underlying such CPOs) may require the
disclosure of beneficial or other ownership of Deposited Securities, other CPOs and other
securities to the Company or the CPO Trustee and provide for blocking of Owners’ transfer and
voting or other rights to enforce such disclosure or limit such ownership, the Depositary shall use
its reasonable business efforts to comply with reasonable and practicable instructions of the
Company as to American Depositary Shares in respect of any such enforcement or limitation. Owners
shall comply with all such disclosure requirements and shall cooperate with the Depositary’s
compliance with such instructions and by their holding of American Depositary Shares are deemed to
consent to any such limitation or blocking of rights.



ARTICLE 4. THE DEPOSITED SECURITIES





     SECTION 4.01 Cash Distributions.



          Whenever the Depositary shall receive any cash dividend or other cash distribution on any
Deposited Securities, the Depositary shall, as promptly as practicable, subject to the provisions
of Section 4.05, convert such dividend or distribution into Dollars and shall distribute the amount
thus received (net of the fees and expenses of the Depositary as provided in Section 5.09) to the
Owners entitled thereto, in proportion to



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the number of American Depositary Shares representing such Deposited Securities held by them
respectively; provided, however, that in the event that the Custodian or the
Depositary shall be required to withhold and does withhold from such cash dividend or such other
cash distribution an amount on account of taxes or other governmental charges, the amount
distributed to the Owner of the American Depositary Shares representing such Deposited Securities
shall be reduced accordingly. The Depositary shall distribute only such amount, however, as can be
distributed without attributing to any Owner a fraction of one cent. Any such fractional amounts
shall be rounded to the nearest whole cent and so distributed to Owners entitled thereto. The
Company or its agent will remit to the appropriate governmental agency in Mexico all amounts
withheld and owing to such agency. The Depositary will forward to the Company or its agent such
information from its records as the Company may reasonably request to enable the Company or its
agent to file necessary reports with governmental agencies, and the Depositary or the Company or
its agent may file any such reports necessary to obtain benefits under the applicable tax treaties
for the Owners.




     SECTION 4.02 Distributions Other Than Cash, CPOs or Rights.



          Subject to the provisions of Sections 4.11 and 5.09, whenever the Depositary shall receive any
distribution on any Deposited Securities other than cash or CPOs or rights to instruct the CPO
Trustee to subscribe for additional Shares, the Depositary shall cause the securities or property
received by it to be distributed to the Owners entitled thereto, after deduction or upon payment of
any fees and expenses of the Depositary or any taxes or other governmental charges, in proportion
to the number of American Depositary Shares representing such Deposited Securities held by them
respectively, in any manner that the Depositary may deem equitable and practicable for
accomplishing such distribution; provided, however, that if in the opinion of the Depositary such
distribution cannot be made proportionately among the Owners entitled thereto, or if for any other
reason (including, but not limited to, any requirement that the Company or the Depositary withhold
an amount on account of taxes or other governmental charges or that such securities must be
registered under the Securities Act of 1933 in order to be distributed to Owners or holders) the
Depositary deems such distribution not to be feasible, the Depositary may, after consulting with
the Company to the extent practicable, adopt such method as it may deem equitable and practicable
for the purpose of effecting such distribution, including, but not limited to, the public or
private sale of the securities or property thus received, or any part thereof, and the net proceeds
of any such sale (net of the fees and expenses of the Depositary as provided in Section 5.09) shall
be distributed by the Depositary to the Owners entitled thereto, all in the manner and subject to
the conditions described in Section 4.01. The Depositary may withhold any distribution of
securities under this Section 4.02 if it has not received reasonably satisfactory assurances from
the Company that the distribution does not require registration under the Securities Act of 1933.
The Depositary may sell, by public or private sale, an amount of securities or other property it
would otherwise distribute



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under this Section 4.02 that is sufficient to pay it fees and expenses in respect of that
distribution.




     SECTION 4.03 Distributions in CPOs.



          If any distribution upon any Deposited Securities consists of a dividend in, or free
distribution of, CPOs, the Depositary may deliver to the Owners entitled thereto, in proportion to
the number of American Depositary Shares representing such Deposited Securities held by them
respectively, an aggregate number of American Depositary Shares representing the amount of CPOs
received as such dividend or free distribution, subject to the terms and conditions of the Deposit
Agreement with respect to the deposit of CPOs and after deduction or upon issuance of American
Depositary Shares, including the withholding of any tax or other governmental charge as provided in
Section 4.11 and the payment of the fees and expenses of the Depositary as provided in Section 5.09
(and the Depositary may sell, by public or private sale, an amount of the Shares received
sufficient to pay its fees and expenses in respect of that distribution). The Depositary may
withhold any such delivery of American Depositary Shares if it has not received reasonably
satisfactory assurances from the Company that such distribution does not require registration under
the Securities Act of 1933. In lieu of delivering fractional American Depositary Shares in any
such case, the Depositary shall sell the amount of CPOs or Shares underlying the amount of CPOs
represented by the aggregate of such fractions and distribute the net proceeds, all in the manner
and subject to the conditions described in Section 4.01. If additional American Depositary Shares
are not so delivered, each American Depositary Share shall thenceforth also represent the
additional CPOs distributed upon the Deposited Securities represented thereby.




     SECTION 4.04 Rights.



          In the event that the Company shall offer or cause to be offered to the holders of any Shares
any rights to subscribe for additional Shares and the CPO Trustee, as a holder of Shares, offers to
holders of CPOs the right to instruct the CPO Trustee to subscribe for such holders’ proportionate
share of such additional Shares, the Depositary shall have discretion as to the procedure to be
followed in making such rights available to any Owners or in disposing of such rights on behalf of
any Owners and making the net proceeds available to such Owners or, if by the terms of such rights
offering or for any other reason, the Depositary may not either make such rights available to any
Owners or dispose of such rights and make the net proceeds available to such Owners, then the
Depositary shall allow the rights to lapse. If at the time of the offering of any rights the
Depositary determines in its discretion that it is lawful and feasible to make such rights
available to all or certain Owners but not to other Owners, the Depositary may distribute to any
Owner to whom it determines the distribution to be lawful and feasible, in proportion to the number
of American Depositary Shares held by such Owner, warrants or other instruments therefor in such
form as it deems appropriate.



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          In circumstances in which rights would otherwise not be distributed, if an Owner requests the
distribution of warrants or other instruments in order to exercise the rights allocable to the
American Depositary Shares of such Owner hereunder, the Depositary will make such rights available
to such Owner upon written notice from the Company to the Depositary that (a) the Company has
elected in its sole discretion to permit such rights to be exercised and (b) such Owner has
executed such documents as the Company has determined in its sole discretion are reasonably
required under applicable law.



          If the Depositary has distributed warrants or other instruments for rights to all or certain
Owners, then upon instruction from such an Owner pursuant to such warrants or other instruments to
the Depositary from such Owner to exercise such rights, upon payment by such Owner to the
Depositary for the account of such Owner of an amount equal to the purchase price of theShares to
be received upon the exercise of the rights, and upon payment of the fees and expenses of the
Depositary and any other charges as set forth in such warrants or other instruments, the Depositary
shall, on behalf of such Owner, instruct the CPO Trustee to exercise the rights and purchase the
Shares, and the Company shall cause the Shares so purchased to be delivered to the CPO Trustee on
behalf of such Owner. As agent for such Owner, the Depositary will cause the CPOs representing the
Shares so purchased to be deposited pursuant to Section 2.02 of this Deposit Agreement, and shall,
pursuant to Section 2.03 of this Deposit Agreement, deliver American Depositary Shares to such
Owner. In the case of a distribution pursuant to the second paragraph of this Section, such
deposit shall be made, and depositary shares shall be delivered, under depositary arrangements
which provide for issuance of depositary shares subject to the appropriate restrictions on sale,
deposit, cancellation, and transfer under applicable United States laws.



          If the Depositary determines in its discretion that it is not lawful and feasible to make such
rights available to all or certain Owners, it may sell the rights, warrants or other instruments in
proportion to the number of American Depositary Shares held by the Owners to whom it has determined
it may not lawfully or feasibly make such rights available, and allocate the net proceeds of such
sales (net of the fees and expenses of the Depositary as provided in Section 5.09 and all taxes and
governmental charges payable in connection with such rights and subject to the terms and conditions
of this Deposit Agreement) for the account of such Owners otherwise entitled to such rights,
warrants or other instruments, upon an averaged or other practical basis without regard to any
distinctions among such Owners because of exchange restrictions or the date of delivery of any
American Depositary Shares or otherwise.



          The Depositary will not offer rights to Owners unless both the rights and the securities to
which such rights relate are either exempt from registration under the Securities Act of 1933 with
respect to a distribution to all Owners or are registered under the provisions of such Act;
provided, that nothing in this Deposit Agreement shall create any obligation on the part of
the Company to file a registration statement with respect to



-18-









 







such rights or underlying securities or to endeavor to have such a registration statement
declared effective. If an Owner requests the distribution of warrants or other instruments,
notwithstanding that there has been no such registration under the Securities Act of 1933, the
Depositary shall not effect such distribution unless it has received an opinion from recognized
counsel in the United States for the Company upon which the Depositary may rely that such
distribution to such Owner is exempt from such registration.



          The Depositary shall not be responsible for any failure to determine that it may be lawful or
feasible to make such rights available to Owners in general or any Owner in particular.



          Any distribution of net proceeds to the Owners under this Section 4.04 shall be made to the
Owners entitled thereto in the manner and subject to the conditions set forth in Section 4.01.




     SECTION 4.05 Conversion of Foreign Currency.



          Whenever the Depositary or the Custodian shall receive foreign currency, by way of dividends
or other distributions or the net proceeds from the sale of securities, property or rights, and if
at the time of the receipt thereof the foreign currency so received can in the judgment of the
Depositary be converted on a reasonable basis into Dollars and the resulting Dollars transferred to
the United States, as promptly as possible, the Depositary shall convert or cause to be converted
by sale or in any other manner that it may determine such foreign currency into Dollars, and such
Dollars shall be distributed to the Owners entitled thereto or, if the Depositary shall have
distributed any warrants or other instruments which entitle the holders thereof to such Dollars,
then to the holders of such warrants and/or instruments upon surrender thereof for cancellation.
Such distribution may be made upon an averaged or other practicable basis without regard to any
distinctions among Owners on account of exchange restrictions, the date of delivery of any American
Depositary Shares or otherwise and shall be net of any expenses of conversion into Dollars incurred
by the Depositary as provided in Section 5.09.



          If such conversion or distribution can be effected only with the approval or license of any
government or agency thereof, the Depositary shall, as promptly as practicable file, or cause to be
filed, such application for approval or license, if any, as it may deem desirable.



          If at any time the Depositary shall determine that in its judgment any foreign currency
received by the Depositary or the Custodian is not convertible on a reasonable basis into Dollars
transferable to the United States, or if any approval or license of any government or agency
thereof which is required for such conversion is denied or in the opinion of the Depositary is not
obtainable, or if any such approval or license is not obtained within a reasonable period as
determined by the Depositary, the Depositary may distribute the foreign currency (or an appropriate
document evidencing the right to receive such foreign currency) received by the Depositary to, or
in its



-19-









 







discretion may hold such foreign currency uninvested and without liability for interest
thereon for the respective accounts of, the Owners entitled to receive the same.



          If any such conversion of foreign currency, in whole or in part, cannot be effected for
distribution to some of the Owners entitled thereto, the Depositary may in its discretion make such
conversion and distribution in Dollars to the extent permissible to the Owners entitled thereto and
may distribute the balance of the foreign currency received by the Depositary to, or hold such
balance uninvested and without liability for interest thereon for the respective accounts of, the
Owners entitled thereto.




     SECTION 4.06 Fixing of Record Date.



          Whenever any cash dividend or other cash distribution shall become payable or any distribution
other than cash shall be made, or whenever rights shall be issued with respect to the Deposited
Securities, or whenever the Depositary shall receive notice of any meeting of holders of CPOs or
other Deposited Securities or Shares, or whenever for any reason the Depositary causes a change in
the number of CPOs that are represented by each American Depositary Share, or whenever the
Depositary shall find it necessary or convenient, the Depositary shall fix a record date (a) for
the determination of the Owners who shall be (i) entitled to receive such dividend, distribution or
rights or the net proceeds of the sale thereof, (ii) entitled to give instructions for the exercise
of voting rights at any such meeting or (iii) responsible for any fee or charge assessed by the
Depositary pursuant to this Deposit Agreement, or (b) on or after which each American Depositary
Share will represent the changed number of CPOs. Subject to the provisions of Sections 4.01
through 4.05 and to the other terms and conditions of this Deposit Agreement, the Owners on such
record date shall be entitled, as the case may be, to receive the amount distributable by the
Depositary with respect to such dividend or other distribution or such rights or the net proceeds
of sale thereof in proportion to the number of American Depositary Shares held by them respectively
and to give voting instructions and to act in respect of any other such matter.




     SECTION 4.07 Voting of Deposited Securities.



          Whenever a meeting of holders of Shares is to be held, the Company shall notify the Depositary
at least 30 days prior to the meeting date (i) whether, under the CPO Trust Agreement, non-Mexican
holders of CPOs will be entitled to give voting instructions to the CPO Trustee and, if so, as to
which matters to be voted upon those holders of CPOs will be entitled to give voting instructions
and (ii) what evidence the Company and the CPO Trustee require from Mexican holders of CPOs as to
their status as Mexican holders.



          Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if
requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail
to the Owners a notice, the form of which notice shall be in the sole discretion of the Depositary,
which shall contain (a) such information as is



-20-









 







contained in such notice of meeting received by the Depositary from the Company and in any
notice received from the Company under the first paragraph of this Section 4.07, (b) a statement
that the Owners as of the close of business on a specified record date will be entitled, subject to
any applicable provision of Mexican law or the CPO Trust and of the articles of association or
similar documents of the Company, to instruct the Depositary as to the exercise of the voting
rights or right to give voting instructions, if any, pertaining to the amount of CPOs or other
Deposited Securities represented by their respective American Depositary Shares and (c) a statement
as to the manner in which such instructions may be given including an express indication that, to
the extent an Owner is entitled to give voting instructions, instructions may be given to the
Depositary to give a discretionary proxy to a person designated by the CPO Trustee, and (d) if
applicable, a statement that, to the extent that an Owner does not furnish evidence satisfactory to
the CPO Trustee that voting instructions are being given by or on behalf of Mexican holders,
pursuant to the provisions of the CPOs and the CPO Trust, that Owner may not give instructions and
the amount of Shares underlying the amount of CPOs represented by that Owner’s American Depositary
Shares shall be voted by the CPO Trustee in the same manner as a majority of the other Shares are
voted at the meeting. Upon the written request of an Owner of American Depositary Shares on such
record date, received on or before the date established by the Depositary for such purpose, the
Depositary shall endeavor, in so far as practicable, to vote or cause to be voted or give voting
instructions with respect to the amount of Deposited Securities represented by those American
Depositary Shares in accordance with the instructions set forth in such request. The Depositary
will not vote or give voting instructions with respect to Deposited Securities other than in
accordance with instructions received from Owners. The Depositary shall forward to the CPO Trustee
any evidence received by it from Owners purporting to establish that those Owners are entitled to
give voting instructions with respect to matters as to which only Mexican holders may give voting
instructions under the terms of the CPO Trust Agreement.



          In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise
of voting rights relating to Deposited Securities, if the Company will request the Depositary to
act under this Section 4.07, the Company shall give the Depositary notice of any such meeting or
solicitation and details concerning the matters to be voted upon not less than 30 days prior to the
meeting date.



          There can be no assurance that Owners generally or any Owner in particular will receive the
notice required by this Section 4.07 sufficiently prior to the date established by the Depositary
to ensure that the Depositary will be able to vote or give voting instructions with respect to the
Deposited Securities in accordance with this Section 4.07.



          Whenever any Owner gives a notice to the Depositary containing a request for a meeting of
holders of CPOs concerning any business of the CPO Trust, the Depositary shall give or cause to be
given notice to the Common Representative



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containing such request in the same form as provided in the notice from such Owner. Such
notice shall state that it is given as the holder of that number of CPOs represented by the
American Depositary Shares evidenced by the Receipts held by such Owner. Whenever any Owner gives
a notice to the Depositary containing a request for a meeting of holders of Shares, exercising the
right of a shareholder with respect to the underlying Shares or containing a request for the
appointment of a director, the Depositary shall give or cause to be given notice to the Company
containing such request in the same form as provided in the notice from such Owner. Such notice
shall state that it is given as the holder of that number of Shares underlying the CPOs represented
by the American Depositary Shares held by such Owner. After giving that notice to the Common
Representative or the Company, as the case may be, the Depositary shall have no further duty or
liability with respect to the notice received from the Owner.




     SECTION 4.08 Changes Affecting Deposited Securities; Redemption of Deposited
Securities.



          Upon any change in nominal value, change in par value, split-up, consolidation or any other
reclassification of Deposited Securities, or upon any recapitalization, reorganization, merger or
consolidation or sale of assets affecting the Company or to which it is a party, or upon the
redemption or cancellation by the Company of the Deposited Securities, any securities, cash or
property which shall be received by the Depositary or a Custodian in exchange for, in conversion
of, in lieu of or in respect of Deposited Securities, shall be treated as new Deposited Securities
under this Deposit Agreement, and American Depositary Shares shall thenceforth represent, in
addition to the existing Deposited Securities, the right to receive the new Deposited Securities so
received, unless additional American Depositary Shares are delivered pursuant to the following
sentence. In any such case the Depositary may deliver additional American Depositary Shares as in
the case of a distribution of CPOs, or call for the surrender of outstanding Receipts to be
exchanged for new Receipts specifically describing such new Deposited Securities.



          In the event Shares are to be redeemed and, as a result, CPOs registered in the name of the
Custodian are called for redemption by the CPO Trust, the Depositary will call for redemption
American Depositary Shares (in a number representing the number of CPOs registered in the name of
the Custodian called for redemption) and may adopt such such method as it may deem equitable and
practicable to select the American Depositary Shares called for redemption. The net proceeds of
such redemption, after payment of the fees and expenses of the Depositary, shall be distributed to
Owners entitled thereto as in the case of a distribution in cash in accordance with Section 4.1
upon surrender by them of American Depositary Shares called for redemption.




     SECTION 4.09 Reports.



          The Depositary shall make available for inspection by Owners at its Corporate Trust Office any
reports and communications, including any proxy solicitation



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material, received from the Company or the CPO Trustee which are both (a) received by the
Depositary as the holder of the Deposited Securities and (b) made generally available to the
holders of such Deposited Securities by the Company or the CPO Trustee. The Depositary shall also,
upon written request by the Company, send to the Owners copies of such reports when furnished by
the Company pursuant to Section 5.06. Any such reports and communications, including any such
proxy soliciting material, furnished to the Depositary by the Company shall be furnished in
English, to the extent such materials are required to be translated into English pursuant to any
regulations of the Commission.




     SECTION 4.10 Lists of Owners.



          Promptly upon request by the Company, the Depositary shall, at the expense of the Company,
furnish to it a list, as of a recent date, of the names, addresses and holdings of American
Depositary Shares by all persons in whose names American Depositary Shares are registered on the
books of the Depositary.




     SECTION 4.11 Withholding.



          In the event that the Depositary determines that any distribution in property (including CPOs
or Shares and rights to subscribe therefor) is subject to any tax or other governmental charge
which the Depositary is obligated to withhold, the Depositary may by public or private sale dispose
of all or a portion of such property (including CPOs or Shares and rights to subscribe therefor)
in such amounts and in such manner as the Depositary deems necessary and practicable to pay such
taxes or charges and the Depositary shall distribute the net proceeds of any such sale after
deduction of such taxes or charges to the Owners entitled thereto in proportion to the number of
American Depositary Shares held by them respectively.



          The Depositary will forward to the Company or its agent such information from its records as
the Company may reasonably request to enable the Company or its agent to file necessary reports
with governmental agencies, and the Depositary or the Company or their agents may file any such
reports necessary to obtain benefits under the applicable tax treaties for the Owners.



ARTICLE 5. THE DEPOSITARY, THE CUSTODIANS AND THE COMPANY





     SECTION 5.01 Maintenance of Office and Transfer Books by the Depositary.



          Until termination of this Deposit Agreement in accordance with its terms, the Depositary shall
maintain in the Borough of Manhattan, The City of New York, facilities for the execution and
delivery, registration, registration of transfers and surrender of American Depositary Shares in
accordance with the provisions of this Deposit Agreement.



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          The Depositary shall keep books, at its Corporate Trust Office, for the registration of
American Depositary Shares and transfers of American Depositary Shares which at all reasonable
times shall be open for inspection by the Owners, provided that such inspection shall not be for
the purpose of communicating with Owners in the interest of a business or object other than the
business of the Company or a matter related to this Deposit Agreement or the American Depositary
Shares or the CPOs.



          The Depositary may close the transfer books, at any time or from time to time, when deemed
expedient by it in connection with the performance of its duties hereunder or at the request of the
Company.



          If any American Depositary Shares are listed on one or more stock exchanges in the United
States, the Depositary shall act as Registrar or appoint a Registrar or one or more co-registrars
for registry of such American Depositary Shares in accordance with any requirements of such
exchange or exchanges.



          The Company shall have the right to inspect transfer and registration records of the
Depositary relating to the American Depositary Shares at any reasonable time, to take copies
thereof and to require the Depositary, the Registrar and any co-transfer agents or co-registrars to
supply, at the Company’s expense, copies of such portions of such records as the Company may
reasonably request in writing.




     SECTION 5.02 Prevention or Delay in Performance by the Depositary or the
Company.



          Neither the Depositary nor the Company nor any of their respective directors, employees,
agents or affiliates shall incur any liability to any Owner or Holder (i) if by reason of any
provision of any present or future law or regulation of the United States or any other country, or
of any governmental or regulatory authority or stock exchange, or by reason of any provision,
present or future, of the articles of association or similar document of the Company, or by reason
of any provision of any securities issued or distributed by the Company or the CPO Trustee, or any
offering or distribution thereof, or by reason of any act of God or war or terrorism or other
circumstances beyond its control, the Depositary, the CPO Trustee or the Company shall be
prevented, delayed or forbidden from, or be subject to any civil or criminal penalty on account of,
doing or performing any act or thing which by the terms of this Deposit Agreement or the Deposited
Securities it is provided shall be done or performed, (ii) by reason of any nonperformance or
delay, caused as aforesaid, in the performance of any act or thing which by the terms of this
Deposit Agreement it is provided shall or may be done or performed, (iii) by reason of any exercise
of, or failure to exercise, any discretion provided for in this Deposit Agreement, (iv) for the
inability of any Owner or holder to benefit from any distribution, offering, right or other benefit
which is made available to holders of Deposited Securities but is not, under the terms of this
Deposit Agreement, made available to Owners or holders, or (v) for any special, consequential or
punitive damages for any breach of the terms of this Deposit Agreement. Where, by the terms of



-24-









 







a distribution pursuant to Section 4.01, 4.02 or 4.03, or an offering or distribution pursuant
to Section 4.04, or for any other reason, such distribution or offering may not be made available
to Owners, and the Depositary may not dispose of such distribution or offering on behalf of such
Owners and make the net proceeds available to such Owners, then the Depositary shall not make such
distribution or offering, and shall allow any rights, if applicable, to lapse.




     SECTION 5.03 Obligations of the Depositary, the Custodian and the Company.



          The Company assumes no obligation nor shall it be subject to any liability under this Deposit
Agreement to any Owner or Holder, except that the Company agrees to perform its obligations
specifically set forth in this Deposit Agreement without negligence or bad faith.



          The Depositary assumes no obligation nor shall it be subject to any liability under this
Deposit Agreement to any Owner or Holder (including, without limitation, liability with respect to
the validity or worth of the Deposited Securities), except that the Depositary agrees to perform
its obligations specifically set forth in this Deposit Agreement without negligence or bad faith.



          Neither the Depositary nor the Company shall be under any obligation to appear in, prosecute
or defend any action, suit or other proceeding in respect of any Deposited Securities or in respect
of the American Depositary Shares on behalf of any Owner or Holder or any other person.



          Neither the Depositary nor the Company shall be liable for any action or nonaction by it in
reliance upon the advice of or information from legal counsel, accountants, any person presenting
CPOs for deposit, any Owner or any other person believed by it in good faith to be competent to
give such advice or information.



          The Depositary shall not be liable for any acts or omissions made by a successor depositary
whether in connection with a previous act or omission of the Depositary or in connection with any
matter arising wholly after the removal or resignation of the Depositary, provided that in
connection with the issue out of which such potential liability arises the Depositary performed its
obligations without negligence or bad faith while it acted as Depositary.



          The Depositary shall not be liable for the acts or omissions of any securities depositary,
clearing agency or settlement system in connection with or arising out of book entry settlement of
Deposited Securities or otherwise.



          The Depositary shall not be responsible for any failure to carry out any instructions to vote
any of the Deposited Securities, or for the manner in which any such



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vote is cast or the effect of any such vote, provided that any such action or nonaction is in
good faith.



          No disclaimer of liability under the Securities Act of 1933 is intended by any provision of
this Deposit Agreement.




     SECTION 5.04  Resignation and Removal of the Depositary.



          The Depositary may at any time resign as Depositary hereunder by written notice of its
election so to do delivered to the Company, such resignation to take effect upon the appointment of
a successor depositary and its acceptance of such appointment as hereinafter provided.



          The Depositary may at any time be removed by the Company by 90 days prior written notice of
such removal, to become effective upon the later of (i) the 90th day after delivery of the notice
to the Depositary and (ii) the appointment of a successor depositary and its acceptance of such
appointment as hereinafter provided.



          In case at any time the Depositary acting hereunder shall resign or be removed, the Company
shall use its best efforts to appoint a successor depositary, which shall be a bank or trust
company having an office in the Borough of Manhattan, The City of New York. Every successor
depositary shall execute and deliver to its predecessor and to the Company an instrument in writing
accepting its appointment hereunder, and thereupon such successor depositary, without any further
act or deed, shall become fully vested with all the rights, powers, duties and obligations of its
predecessor; but such predecessor, nevertheless, upon payment of all sums due it and on the written
request of the Company shall execute and deliver an instrument transferring to such successor all
rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right,
title and interest in the Deposited Securities to such successor and shall deliver to such
successor a list of the Owners of all outstanding Receipts. Any such successor depositary shall
promptly mail notice of its appointment to the Owners.



          Any corporation into or with which the Depositary may be merged or consolidated shall be the
successor of the Depositary without the execution or filing of any document or any further act.




     SECTION 5.05 The Custodians.



          The Custodian shall be subject at all times and in all respects to the directions of the
Depositary and shall be responsible solely to it. Any Custodian may resign and be discharged from
its duties hereunder by notice of such resignation delivered to the Depositary at least 30 days
prior to the date on which such resignation is to become effective. If upon such resignation there
shall be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice,
appoint a substitute custodian or custodians, each of which shall thereafter be a Custodian
hereunder. The Depositary in



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its discretion may appoint a substitute or additional custodian or custodians, each of which
shall thereafter be one of the Custodians hereunder. The Depositary shall notify the Company of
the appointment of the substitute or additional Custodian at least 20 days prior to the date on
which such appointment is to become effective, if practicable. Upon demand of the Depositary any
Custodian shall deliver such of the Deposited Securities held by it as are requested of it to any
other Custodian or such substitute or additional custodian or custodians. Each such substitute or
additional custodian shall deliver to the Depositary, forthwith upon its appointment, an acceptance
of such appointment reasonably satisfactory in form and substance to the Depositary. The
Depositary shall give the Company notice of any change in Custodian as promptly as practicable.



          Upon the appointment of any successor depositary hereunder, each Custodian then acting
hereunder shall forthwith become, without any further act or writing, the agent hereunder of such
successor depositary and the appointment of such successor depositary shall in no way impair the
authority of each Custodian hereunder; but the successor depositary so appointed shall,
nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all
such instruments as may be proper to give to such Custodian full and complete power and authority
as agent hereunder of such successor depositary.




     SECTION 5.06 Notices and Reports.



          On or before the first date on which the Company gives notice, by publication or otherwise, of
any meeting of holders of CPOs or other Deposited Securities, or of any adjourned meeting of such
holders, or of the taking of any action in respect of any cash or other distributions or the
offering of any rights, the Company agrees to transmit to the Depositary and the Custodian a copy
of the notice thereof in the form given or to be given to holders of CPOs or other Deposited
Securities.



          The Company will arrange for the translation into English, if not already in English, to the
extent required pursuant to any regulations of the Commission, and the prompt transmittal by the
Company to the Depositary and the Custodian of such notices and any other reports and
communications which are made generally available by the Company to holders of its CPOs. If
requested in writing by the Company, the Depositary will arrange for the mailing, at the Company’s
expense, of copies of such notices, reports and communications to all Owners. The Company will
timely provide the Depositary with the quantity of such notices, reports, and communications, as
requested by the Depositary from time to time, in order for the Depositary to effect such mailings.




     SECTION 5.07 Distribution of Additional Shares, Rights, etc.



          If the Company or any affiliate of the Company determines to make any issuance or distribution
of (1) additional Shares or CPOs, (2) rights to subscribe for Shares or CPOs or other Deposited
Securities, (3) securities convertible into CPOs or other Deposited Securities, or (4) rights to
subscribe for such securities (each a



-27-









 





“Distribution”), the Company shall notify the Depositary in writing in English as promptly as
practicable and in any event before the Distribution starts and, if requested in writing by the
Depositary, the Company shall promptly furnish to the Depositary a written opinion from U.S.
counsel for the Company that is reasonably satisfactory to the Depositary, stating whether or not
the Distribution requires, or, if made in the United States, would require, registration under the
Securities Act of 1933. If, in the opinion of that counsel, the Distribution requires, or, if made
in the United States, would require, registration under the Securities Act of 1933, that counsel
shall furnish to the Depositary a written opinion as to whether or not there is a registration
statement under the Securities Act of 1933 in effect that will cover that Distribution. In the
event such registration under the Securities Act of 1933 would be required in connection with any
such Distribution, the Company will have no obligation to effect such registration.



          The Company agrees with the Depositary that neither the Company nor any company controlled by,
controlling or under common control with the Company will at any time deposit any CPOs, either
originally issued or previously issued and reacquired by the Company or any such affiliate, unless
a Registration Statement is in effect as to such Shares under the Securities Act of 1933 or the
Company delivers to the Depositary an opinion of United States counsel, reasonably satisfactory to
the Depositary, to the effect that, upon deposit, those Shares will be eligible for public resale
in the United States without further registration under the Securities Act of 1933.




     SECTION 5.08 Indemnification.



          The Company agrees to indemnify the Depositary, its directors, employees, agents and
affiliates and any Custodian against, and hold each of them harmless from, any liability or expense
(including, but not limited to any fees and expenses incurred in seeking, enforcing or collecting
such indemnity and the reasonable fees and expenses of counsel) which may arise out of or in
connection with (a) any registration with the Commission of American Depositary Shares or Deposited
Securities or the offer or sale thereof in the United States or (b) acts performed or omitted,
pursuant to the provisions of or in connection with this Deposit Agreement and of the Receipts, as
the same may be amended, modified or supplemented from time to time, (i) by either the Depositary
or a Custodian or their respective directors, employees, agents and affiliates, except (A) for any
liability or expense arising out of the negligence or bad faith of either of them or (B) to the
extent that such liability or expense arises out of information relating to the Depositary or the
Custodian, as applicable, furnished in writing to the Company by the Depositary expressly for use
in any registration statement, proxy statements, prospectus (or placement memorandum) or
preliminary prospectus (or preliminary placement memorandum) relating to the American Depositary
Shares or the Deposited Securities represented thereby, or omissions from such information, if
provided (it being acknowledged by the Company that the Depositary has not furnished any
information of that kind as of the date of this Deposit Agreement),or (ii) by the Company or any of
its directors, employees, agents and affiliates.



-28-









 





     The indemnities contained in the preceding paragraph shall not extend to any liability or
expense which arises solely and exclusively out of a Pre-Release (as defined in Section 2.09) of
American Depositary Shares in accordance with Section 2.09 and which would not otherwise have
arisen had such American Depositary Shares not been the subject of a Pre-Release pursuant to
Section 2.09; provided, however, that the indemnities provided in the preceding
paragraph shall apply to any such liability or expense (i) to the extent that such liability or
expense would have arisen had American Depositary Shares not be the subject of a Pre-Release, or
(ii) which may arise out of any misstatement or alleged misstatement or omission or alleged
omission in any registration statement, proxy statement, prospectus (or placement memorandum), or
preliminary prospectus (or preliminary placement memorandum) relating to the offer or sale of
American Depositary Shares, except to the extent any such liability or expense arises out of (i)
information relating to the Depositary or any Custodian (other than the Company), as applicable,
furnished in writing and not materially changed or altered by the Company expressly for use in any
of the foregoing documents (it being acknowledged by the Company that, as of the date of this
Deposit Agreement, the Depositary has not furnished any information of that kind) or (ii) if such
information is provided, the failure to state a material fact necessary to make the information
provided not misleading.



          The Depositary agrees to indemnify the Company, its directors, employees, agents and
affiliates and hold them harmless from any liability or expense which may arise out of acts
performed or omitted by the Depositary or its Custodian or their respective directors, employees,
agents and affiliates due to their negligence or bad faith.




     SECTION 5.09 Charges of Depositary.



          The Company agrees to pay the fees and out-of-pocket expenses of the Depositary and those of
any Registrar only in accordance with agreements in writing entered into between the Depositary and
the Company from time to time.



          The following charges shall be incurred by any party depositing or withdrawing CPOs or by any
party surrendering American Depositary Shares or to whom American Depositary Shares are issued
(including, without limitation, issuance pursuant to a stock dividend or stock split declared by
the Company or an exchange of stock regarding the American Depositary Shares or Deposited
Securities or a delivery of American Depositary Shares pursuant to Section 4.03), or by Owners, as
applicable: (1) taxes and other governmental charges, (2) such registration fees as may from time
to time be in effect for the registration of transfers of CPOs generally on the register or the CPO
Trust, the Company or Foreign Registrar and applicable to transfers of CPOs to or from the name of
the Depositary or its nominee or the Custodian or its nominee on the making of deposits or
withdrawals hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly
provided in this Deposit Agreement, (4) such expenses as are incurred by the Depositary in the
conversion of foreign currency pursuant to Section



-29-









 





4.05, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for
the delivery of American Depositary Shares pursuant to Section 2.03, 4.03 or 4.04 and the surrender
of American Depositary Shares pursuant to Section 2.05 or 6.02, (6) a fee of $.02 or less per
American Depositary Share (or portion thereof) for any cash distribution made pursuant to this
Deposit Agreement, including, but not limited to Sections 4.01 through 4.04 hereof, (7) a fee for
the distribution of securities pursuant to Section 4.02, such fee being in an amount equal to the
fee for the execution and delivery of American Depositary Shares referred to above which would have
been charged as a result of the deposit of such securities (for purposes of this clause 7 treating
all such securities as if they were CPOs) but which securities are instead distributed by the
Depositary to Owners, (8) in addition to any fee charged under clause 6, a fee of $.02 or less per
American Depositary Share (or portion thereof) per annum for depositary services, which will be
payable as provided in clause 9 below, (9) any other charges payable by the Depositary, any of the
Depositary’s agents, including the Custodian, or the agents of the Depositary’s agents in
connection with the servicing of CPOs or other Deposited Securities (which charge shall be assessed
against Owners as of the date or dates set by the Depositary in accordance with Section 4.06 and
shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or
by deducting such charge from one or more cash dividends or other cash distributions).



          The Depositary, subject to Section 2.09 hereof, may own and deal in any class of securities of
the Company and its affiliates and in American Depositary Shares.




     SECTION 5.10 Retention of Depositary Documents.



          The Depositary is authorized to destroy those documents, records, bills and other data
compiled during the term of this Deposit Agreement at the times permitted by the laws or
regulations governing the Depositary unless the Company requests that such papers be retained for a
longer period or turned over to the Company or to a successor depositary.




     SECTION 5.11 Exclusivity.



          The Company agrees not to appoint any other depositary for issuance of American or global
depositary shares or receipts so long as The Bank of New York is acting as Depositary hereunder.




     SECTION 5.12 List of Restricted Securities Owners.



          From time to time, the Company shall provide to the Depositary a list setting forth, to the
actual knowledge of the Company, those persons or entities who beneficially own Restricted
Securities and the Company shall update that list as changes occur. The Company agrees to advise
in writing each of the persons or entities so listed that such Restricted Securities are ineligible
for deposit hereunder. The Depositary may



-30-









 







rely on such a list or update but shall not be liable for any action or omission made in
reliance thereon.



ARTICLE 6. AMENDMENT AND TERMINATION





     SECTION 6.01 Amendment.



          The form of the Receipts and any provisions of this Deposit Agreement may at any time and from
time to time be amended by agreement between the Company and the Depositary without the consent of
Owners or holders in any respect which they may deem necessary or desirable. Any amendment which
shall impose or increase any fees or charges (other than taxes and other governmental charges,
registration fees, cable, telex or facsimile transmission costs, delivery costs or other such
expenses), or which shall otherwise prejudice any substantial existing right of Owners, shall,
however, not become effective as to outstanding American Depositary Shares until the expiration of
thirty days after notice of such amendment shall have been given to the Owners of outstanding
American Depositary Shares. Every Owner and holder, at the time any amendment so becomes effective,
shall be deemed, by continuing to hold such American Depositary Shares or any interest therein, to
consent and agree to such amendment and to be bound by the Deposit Agreement as amended thereby. In
no event shall any amendment impair the right of the Owner to surrender American Depositary Shares
and receive therefor the Deposited Securities represented thereby, except in order to comply with
mandatory provisions of applicable law.




     SECTION 6.02 Termination.



          The Company may at any time terminate this Deposit Agreement by instructing the Depositary to
mail a notice of termination to the Owners of all American Depositary Shares then outstanding at
least 30 days prior to the termination date included in such notice. The Depositary may likewise
terminate this Deposit Agreement if at any time 60 days shall have expired after the Depositary
delivered to the Company a written resignation notice and if a successor depositary shall not have
been appointed and accepted its appointment as provided in Section 5.04; in such case the
Depositary shall mail a notice of termination to the Owners of all American Depositary Shares then
outstanding at least 30 days prior to the termination date. On and after the date of termination,
the Owner of American Depositary Shares will, upon (a) surrender of such American Depositary
Shares, (b) payment of the fee of the Depositary for the surrender of American Depositary Shares
referred to in Section 2.05, and (c) payment of any applicable taxes or governmental charges, be
entitled to delivery, to him or upon his order, of the amount of Deposited Securities represented
by those American Depositary Shares. If any American Depositary Shares shall remain outstanding
after the date of termination, the Depositary thereafter shall discontinue the registration of
transfers of American Depositary Shares, shall suspend the distribution of dividends to the Owners
thereof, and shall not give any further notices or perform any further acts under this Deposit
Agreement, except that the Depositary shall continue to collect dividends and



-31-









 







other distributions pertaining to Deposited Securities, shall sell rights and other property
as provided in this Deposit Agreement, and shall continue to deliver Deposited Securities, together
with any dividends or other distributions received with respect thereto and the net proceeds of the
sale of any rights or other property, upon surrender of American Depositary Shares (after
deducting, in each case, the fee of the Depositary for the surrender of American Depositary Shares,
any expenses for the account of the Owner of such American Depositary Shares in accordance with the
terms and conditions of this Deposit Agreement, and any applicable taxes or governmental charges).



          At any time after the expiration of six months from the date of termination, the Depositary
may sell the Deposited Securities then held under this Deposit Agreement and may thereafter hold
uninvested the net proceeds of any such sale, together with any other cash then held by it
hereunder, unsegregated and without liability for interest, for the pro rata benefit of the Owners
of American Depositary Shares that have not theretofore been surrendered, such Owners thereupon
becoming general creditors of the Depositary with respect to such net proceeds. After making such
sale, the Depositary shall be discharged from all obligations under this Deposit Agreement, except
to account for such net proceeds and other cash (after deducting, in each case, the fee of the
Depositary for the surrender of American Depositary Shares, any expenses for the account of the
Owner of such American Depositary Shares in accordance with the terms and conditions of this
Deposit Agreement, and any applicable taxes or governmental charges. Upon the termination of this
Deposit Agreement, the Company shall be discharged from all obligations under this Deposit
Agreement except for its obligations to the Depositary under Sections 5.08 and 5.09.



ARTICLE 7. MISCELLANEOUS





     SECTION 7.01 Counterparts.



          This Deposit Agreement may be executed in any number of counterparts, each of which shall be
deemed an original and all of such counterparts shall constitute one and the same instrument.
Copies of this Deposit Agreement shall be filed with the Depositary and the Custodians and shall be
open to inspection by any Owner or Holder during business hours.




     SECTION 7.02 No Third Party Beneficiaries.



          This Deposit Agreement is for the exclusive benefit of the parties hereto and shall not be
deemed to give any legal or equitable right, remedy or claim whatsoever to any other person.




     SECTION 7.03 Severability.



          In case any one or more of the provisions contained in this Deposit Agreement or in the
Receipts should be or become invalid, illegal or unenforceable in



-32-









 







any respect, the validity, legality and enforceability of the remaining provisions contained
herein or therein shall in no way be affected, prejudiced or disturbed thereby.




     SECTION 7.04 Owners and Holders as Parties; Binding Effect.



          The Owners and Holders from time to time shall be parties to this Deposit Agreement and shall
be bound by all of the terms and conditions hereof and of the Receipts by acceptance of American
Depositary Shares or any interest therein.




     SECTION 7.05 Notices.



          Any and all notices to be given to the Company shall be deemed to have been duly given if
personally delivered or sent by mail or cable, telex or facsimile transmission confirmed by letter,
addressed to Maxcom Telecomunicaciones, S.A. de C.V., G. Gonzalez, Camarena 2000, Mexico City,
Mexico 01210, Attention: ___or any other place to which the Company may have transferred
its principal office with notice to the Depositary.



          Any and all notices to be given to the Depositary shall be deemed to have been duly given if
in English and personally delivered or sent by mail or cable, telex or facsimile transmission
confirmed by letter, addressed to The Bank of New York, 101 Barclay Street, New York, New York
10286, Attention: American Depositary Receipt Administration, or any other place to which the
Depositary may have transferred its Corporate Trust Office with notice to the Company.



          Any and all notices to be given to any Owner shall be deemed to have been duly given if
personally delivered or sent by mail or cable, telex or facsimile transmission confirmed by letter,
addressed to such Owner at the address of such Owner as it appears on the transfer books for
American Depositary Shares of the Depositary, or, if such Owner shall have filed with the
Depositary a written request that notices intended for such Owner be mailed to some other address,
at the address designated in such request.



          Delivery of a notice sent by mail or cable, telex or facsimile transmission shall be deemed to
be effected at the time when a duly addressed letter containing the same (or a confirmation thereof
in the case of a cable, telex or facsimile transmission) is deposited, postage prepaid, in a
post-office letter box. The Depositary or the Company may, however, act upon any cable, telex or
facsimile transmission received by it, notwithstanding that such cable, telex or facsimile
transmission shall not subsequently be confirmed by letter as aforesaid.




-33-










 






     SECTION 7.06 Submission to Jurisdiction; Appointment of Agent for Service of
Process; Jury Trial Waiver.



          The Company hereby (i) irrevocably designates and appoints CT Corporation System, with offices
at 111 Eighth Avenue, New York, New York 10011, in the State of New York, as the Company’s
authorized agent upon which process may be served in any suit or proceeding arising out of or
relating to the Shares or Deposited Securities, the American Depositary Shares, the Receipts or
this Agreement, (ii) consents and submits to the jurisdiction of any state or federal court in the
State of New York in which any such suit or proceeding may be instituted, and (iii) agrees that
service of process upon said authorized agent shall be deemed in every respect effective service of
process upon the Company in any such suit or proceeding. The Company agrees to deliver, upon the
execution and delivery of this Deposit Agreement, a written acceptance by such agent of its
appointment as such agent. The Company further agrees to take any and all action, including the
filing of any and all such documents and instruments, as may be necessary to continue such
designation and appointment in full force and effect for so long as any American Depositary Shares
or Receipts remain outstanding or this Agreement remains in force. In the event the Company fails
to continue such designation and appointment in full force and effect, the Company hereby waives
personal service of process upon it and consents that any such service of process may be made by
certified or registered mail, return receipt requested, directed to the Company at its address last
specified for notices hereunder, and service so made shall be deemed completed five (5) days after
the same shall have been so mailed.



          EACH PARTY TO THIS DEPOSIT AGREEMENT (INCLUDING, FOR AVOIDANCE OF DOUBT, EACH OWNER AND
HOLDER) HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT
MAY HAVE TO A TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING AGAINST THE COMPANY AND/OR THE
DEPOSITARY DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THE SHARES OR OTHER DEPOSITED
SECURITIES, THE AMERICAN DEPOSITARY SHARES OR THE RECEIPTS, THE DEPOSIT AGREEMENT OR ANY
TRANSACTION CONTEMPLATED HEREIN OR THEREIN, OR THE BREACH HEREOF OR THEREOF, INCLUDING WITHOUT
LIMITATION ANY QUESTION REGARDING EXISTENCE, VALIDITY OR TERMINATION (WHETHER BASED ON CONTRACT,
TORT OR ANY OTHER THEORY).




     SECTION 7.07 Waiver of Immunities.



          To the extent that the Company or any of its properties, assets or revenues may have or may
hereafter become entitled to, or have attributed to it, any right of immunity, on the grounds of
sovereignty or otherwise, from any legal action, suit or proceeding, from the giving of any relief
in any respect thereof, from setoff or counterclaim, from the jurisdiction of any court, from
service of process, from attachment



- 34 -









 







upon or prior to judgment, from attachment in aid of execution or judgment, or from execution
of judgment, or other legal process or proceeding for the giving of any relief or for the
enforcement of any judgment, in any jurisdiction in which proceedings may at any time be commenced,
with respect to its obligations, liabilities or any other matter under or arising out of or in
connection with the Shares or Deposited Securities, the American Depositary Shares, the Receipts or
this Agreement, the Company, to the fullest extent permitted by law, hereby irrevocably and
unconditionally waives, and agrees not to plead or claim, any such immunity and consents to such
relief and enforcement.




     SECTION 7.08 Governing Law.



          This Deposit Agreement and the Receipts shall be interpreted and all rights hereunder and
thereunder and provisions hereof and thereof shall be governed by the laws of the State of New
York, except with respect to its authorization and execution by the Company, which shall be
governed by the laws of Mexico.



- 35 -









 





          IN WITNESS WHEREOF, MAXCOM TELECOMUNICACIONES, S.A. DE C.V. and THE BANK OF NEW YORK have duly
executed this Deposit Agreement as of the day and year first set forth above and all Owners and
Holders shall become parties hereto upon acceptance by them of American Depositary Shares or any
interest therein.



	 	 	 	 	 
	 	MAXCOM TELECOMUNICACIONES, S.A. DE C.V.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	THE BANK OF NEW YORK,

as Depositary

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



- 36 -









 





EXHIBIT A






AMERICAN DEPOSITARY SHARES

(Each American Depositary Share represents

[___] deposited CPO)



THE BANK OF NEW YORK

AMERICAN DEPOSITARY RECEIPT

evidencing

AMERICAN DEPOSITARY RECEIPTS

representing

CERTIFICADOS DE PARTICIPACION ORDINARIOS

representing

A FINANCIAL INTEREST IN THREE SERIES A COMMON SHARES OF

MAXCOM TELECOMUNICACIONES, S.A. DE C.V.

(INCORPORATED UNDER THE LAWS OF THE UNITED MEXICAN STATES)




          The Bank of New York, as depositary (hereinafter called the “Depositary”), hereby certifies
that                           , or registered assigns IS THE OWNER OF                                         



AMERICAN DEPOSITARY SHARES




representing deposited Certificados de Participacion Ordinarios (herein called “CPOs”) representing
a financial interest in Series A Common Shares of Maxcom Telecomunicaciones, S.A. de C.V.
incorporated under the laws of the United Mexican States (herein called the “Company”). At the
date hereof, each American Depositary Share represents seven CPOs deposited or subject to deposit
under the Deposit Agreement (as such term is hereinafter defined) at BBVA Bancomer, S.A. de C.V.
(herein called the “Custodian”). The Depositary’s Corporate Trust Office is located at a different
address than its principal executive office. Its Corporate Trust Office is located at 101 Barclay
Street, New York, N.Y. 10286, and its principal executive office is located at One Wall Street, New
York, N.Y. 10286.



THE DEPOSITARY’S CORPORATE TRUST OFFICE ADDRESS IS

101 BARCLAY STREET, NEW YORK, N.Y. 10286




 









 





1. THE DEPOSIT AGREEMENT.




     This American Depositary Receipt is one of an issue (herein called “Receipts”), all issued and
to be issued upon the terms and conditions set forth in the deposit agreement, dated as of
                    , 2007 (herein called the “Deposit Agreement”), by and among the Company, the Depositary,
and all Owners and Holders from time to time of American Depositary Shares issued thereunder, each
of whom by accepting American Depositary Shares agrees to become a party thereto and become bound
by all the terms and conditions thereof. The Deposit Agreement sets forth the rights of Owners and
Holders and the rights and duties of the Depositary in respect of the CPOs deposited thereunder and
any and all other securities, property and cash from time to time received in respect of such CPOs
and held thereunder (such CPOs, securities, property, and cash are herein called “Deposited
Securities”). Copies of the Deposit Agreement are on file at the Depositary’s Corporate Trust
Office in New York City and at the office of the Custodian.



     The statements made on the face and reverse of this Receipt are summaries of certain
provisions of the Deposit Agreement and are qualified by and subject to the detailed provisions of
the Deposit Agreement, to which reference is hereby made. Capitalized terms defined in the Deposit
Agreement and not defined herein shall have the meanings set forth in the Deposit Agreement.



2. SURRENDER OF RECEIPTS AND WITHDRAWAL OF SHARES.




     Upon surrender at the Corporate Trust Office of the Depositary of American Depositary Shares,
and upon payment of the fee of the Depositary provided in this Receipt, and subject to the terms
and conditions of the Deposit Agreement, the Owner of those American Depositary Shares is entitled
to delivery, to him or as instructed, of the amount of Deposited Securities at the time represented
by those American Depositary Shares. Delivery of such Deposited Securities may be made by the
delivery of (a) certificates or account transfer in the name of the Owner hereof or as ordered by
him, with proper endorsement or accompanied by proper instruments or instructions of transfer and
(b) any other securities, property and cash to which such Owner is then entitled in respect of this
Receipt. Such delivery will be made at the option of the Owner hereof, either at the office of the
Custodian or at the Corporate Trust Office of the Depositary, provided that the forwarding of
certificates for Shares or other Deposited Securities for such delivery at the Corporate Trust
Office of the Depositary shall be at the risk and expense of the Owner hereof.



3. TRANSFERS, SPLIT-UPS, AND COMBINATIONS OF RECEIPTS.




     Transfers of American Depositary Shares may be registered on the books of the Depositary by
the Owner in person or by a duly authorized attorney, upon surrender of those American Depositary
Shares properly endorsed for transfer or accompanied by proper instruments of transfer, in the case
of a Receipt, or pursuant to a proper instruction



- 2 -









 





(including, for the avoidance of doubt, instructions through DRS and Profile as provided in
Section 2.10 of the Deposit Agreement), in the case of uncertificated American Depositary Shares,
and funds sufficient to pay any applicable transfer taxes and the expenses of the Depositary and
upon compliance with such regulations, if any, as the Depositary may establish for such purpose.
This Receipt may be split into other such Receipts, or may be combined with other such Receipts
into one Receipt, evidencing the same aggregate number of American Depositary Shares as the Receipt
or Receipts surrendered. The Depositary, upon surrender of certificated American Depositary Shares
for the purpose of exchanging for uncertificated American Depositary Shares, shall cancel those
certificated American Depositary Shares and send the Owner a statement confirming that the Owner is
the Owner of uncertificated American Depositary Shares. The Depositary, upon receipt of a proper
instruction (including, for the avoidance of doubt, instructions through DRS and Profile as
provided in Section 2.10 of the Deposit Agreement) from the Owner of uncertificated American
Depositary Shares for the purpose of exchanging for certificated American Depositary Shares, shall
cancel those uncertificated American Depositary Shares and deliver to the Owner the same number of
certificated American Depositary Shares. As a condition precedent to the delivery, registration of
transfer, or surrender of any American Depositary Shares or split-up or combination of any Receipt
or withdrawal of any Deposited Securities, the Depositary, the Custodian, or Registrar may require
payment from the Owner, the depositor of the CPOs or the presenter of the Receipt of a sum
sufficient to reimburse it for any tax or other governmental charge and any stock transfer or
registration fee with respect thereto (including any such tax or charge and fee with respect to
Shares being deposited or withdrawn) and payment of any applicable fees as provided in the Deposit
Agreement, may require the production of proof reasonably satisfactory to it as to the identity and
genuineness of any signature and may also require compliance with any regulations the Depositary
may establish consistent with the provisions of the Deposit Agreement.



     The delivery of American Depositary Shares against deposit of CPOs generally or against
deposit of particular CPOs may be suspended, or the transfer of American Depositary Shares in
particular instances may be refused, or the registration of transfer of outstanding American
Depositary Shares generally may be suspended, during any period when the transfer books of the
Depositary or the CPO Trust or Foreign Registrar are closed, or if any such action is deemed
necessary or advisable by the Depositary, the CPO Trustee, the Company or Foreign Registrar at any
time or from time to time because of any requirement of law or of any government or governmental
body or commission, or any securities exchange on which the American Depositary Shares or CPOs are
listed, or under any provision of the Deposit Agreement, or for any other reason, subject to the
provisions of the following sentence. Notwithstanding anything to the contrary in the Deposit
Agreement or this Receipt, the surrender of outstanding American Depositary Shares and withdrawal
of Deposited Securities may not be suspended subject only to (i) temporary delays caused by closing
the transfer books of the Depositary or the CPO Trust, the Company or the Foreign Registrar, if
applicable, or the deposit of CPOs in connection with voting at a shareholders’ meeting, or the
payment of dividends, (ii) the



- 3 -









 







payment of fees, taxes and similar charges, and (iii) compliance with any U.S. or foreign laws
or governmental regulations relating to the American Depositary Shares or to the withdrawal of the
Deposited Securities. Without limitation of the foregoing, the Depositary shall not knowingly
accept for deposit under the Deposit Agreement any CPOs which would be required to be registered
under the provisions of the Securities Act of 1933, unless a registration statement is in effect as
to such CPOs or such CPOs are exempt from registration thereunder.



4. LIABILITY OF OWNER FOR TAXES.




     If any tax or other governmental charge shall become payable with respect to any American
Depositary Shares or any Deposited Securities represented by any American Depositary Shares, such
tax or other governmental charge shall be payable by the Owner to the Depositary. The Depositary
may refuse to register any transfer of those American Depositary Shares or any withdrawal of
Deposited Securities represented by those American Depositary Shares until such payment is made,
and may withhold any dividends or other distributions, or may sell for the account of the Owner any
part or all of the Deposited Securities represented by those American Depositary Shares, and may
apply such dividends or other distributions or the proceeds of any such sale in payment of such tax
or other governmental charge and the Owner shall remain liable for any deficiency.



5. WARRANTIES ON DEPOSIT OF SHARES.




     Every person depositing CPOs under the Deposit Agreement shall be deemed thereby to represent
and warrant, that such CPOs and the underlying Shares and each certificate therefor, if applicable,
are validly issued, fully paid, nonassessable and free of any preemptive rights of the holders of
outstanding CPOs or Shares and that the person making such deposit is duly authorized so to do.
Every such person shall also be deemed to represent that the deposit of such CPOs and the sale of
American Depositary Shares representing such CPOs by that person are not restricted under the
Securities Act of 1933. Such representations and warranties shall survive the deposit of Shares
and delivery of American Depositary Shares.



6. FILING PROOFS, CERTIFICATES, AND OTHER INFORMATION.




     Any person presenting CPOs for deposit or any Owner or Holder may be required from time to
time to file with the Depositary or the Custodian such proof of citizenship or residence, exchange
control approval, or such information relating to the registration on the books of the Company, CPO
Trust or the Foreign Registrar, if applicable, to execute such certificates and to make such
representations and warranties, as the Depositary may deem necessary or proper. The Depositary may
withhold the delivery or registration of transfer of any American Depositary Shares or the
distribution of any dividend or sale or distribution of rights or of the proceeds thereof or the
delivery of any Deposited Securities until such proof or other information is filed or such
certificates are executed



- 4 -









 







or such representations and warranties made. No Share shall be accepted for deposit unless
accompanied by evidence reasonably satisfactory to the Depositary that any necessary approval has
been granted by any governmental body in Mexico that is then performing the function of the
regulation of currency exchange. The Depositary may refuse to accept for deposit any CPOs that the
Depositary believes to be Restricted Securities. The Depositary may, but is not obligated, to
require, an opinion of recognized counsel in the United States upon which the Depositary may rely,
in determining whether or not any CPOs are Restricted Securities. The Depositary will comply with
written instructions of the Company not to accept for deposit hereunder any CPOs identified in such
instructions at such times and under such circumstances as may be specified in such instructions in
order to facilitate the Company’s compliance with U.S. securities laws. Upon the reasonable
written request of the Company, the Depositary shall provide the Company, as promptly as
practicable, with copies of any such proofs or citizenship or residence, or exchange control
approval which it receives, to the extent that disclosure is permitted under applicable law.



7. CHARGES OF DEPOSITARY.




     The following charges shall be incurred by any party depositing or withdrawing CPOs or by any
party surrendering American Depositary Shares or to whom American Depositary Shares are issued
(including, without limitation, issuance pursuant to a stock dividend or stock split declared by
the Company or an exchange of stock regarding the American Depositary Shares or Deposited
Securities or a delivery of American Depositary Shares pursuant to Section 4.03 of the Deposit
Agreement), or by Owners, as applicable: (1) taxes and other governmental charges, (2) such
registration fees as may from time to time be in effect for the registration of transfers of CPOs
generally on the register of the CPO Trust, the Company or Foreign Registrar and applicable to
transfers of CPOs to or from the name of the Depositary or its nominee or the Custodian or its
nominee on the making of deposits or withdrawals under the terms of the Deposit Agreement, (3) such
cable, telex and facsimile transmission expenses as are expressly provided in the Deposit
Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign
currency pursuant to Section 4.05 of the Deposit Agreement, (5) a fee of $5.00 or less per 100
American Depositary Shares (or portion thereof) for the delivery of American Depositary Shares
pursuant to Section 2.03, 4.03 or 4.04 of the Deposit Agreement and the surrender of American
Depositary Shares pursuant to Section 2.05 or 6.02 of the Deposit Agreement, (6) a fee of $.02 or
less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to
the Deposit Agreement, including, but not limited to Sections 4.01 through 4.04 of the Deposit
Agreement, (7) a fee for the distribution of securities pursuant to Section 4.02 of the Deposit
Agreement, such fee being in an amount equal to the fee for the execution and delivery of American
Depositary Shares referred to above which would have been charged as a result of the deposit of
such securities (for purposes of this clause 7 treating all such securities as if they were CPOs)
but which securities are instead distributed by the Depositary to Owners, (8) in addition to any
fee charged under clause 6, a fee of $.02



- 5 -









 







or less per American Depositary Share (or portion thereof) per annum for depositary services,
which will be payable as provided in clause 9 below, (9) any other charges payable by the
Depositary, any of the Depositary’s agents, including the Custodian, or the agents of the
Depositary’s agents in connection with the servicing of CPOs or other Deposited Securities (which
charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance
with Section 4.06 of the Deposit Agreement and shall be payable at the sole discretion of the
Depositary by billing such Owners for such charge or by deducting such charge from one or more cash
dividends or other cash distributions).



     The Depositary, subject to Article 8 hereof, may own and deal in any class of securities of
the Company and its affiliates and in American Depositary Shares.



8. PRE-RELEASE OF RECEIPTS.




     Notwithstanding Section 2.03 of the Deposit Agreement, unless requested in writing by the
Company to cease doing so, the Depositary may deliver American Depositary Shares prior to the
receipt of CPOs pursuant to Section 2.02 of the Deposit Agreement (a “Pre-Release”). The
Depositary may, pursuant to Section 2.05 of the Deposit Agreement, deliver CPOs upon the surrender
of American Depositary Shares that have been Pre-Released, whether or not such cancellation is
prior to the termination of such Pre-Release or the Depositary knows that such American Depositary
Shares have been Pre-Released. The Depositary may receive American Depositary Shares in lieu of
CPOs in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a
written representation from the person to whom American Depositary Shares or Shares are to be
delivered, that such person, or its customer, (i) owns the CPOs or American Depositary Shares to be
remitted, as the case may be (ii) transfers all beneficial right, title and interest in such CPOs
or American Depositary Shares, as the case may be, to the Depositary in its capacity as such and
for the benefit of the Owners, and (iii) will not take any action with respect to such CPOs or
American Depositary Shares, as the case may be, that is inconsistent with the transfer of ownership
(including, without the consent of the Depositary, disposing of CPOs or American Depositary Shares,
as the case may be other than in satisfaction of such Pre-Release), (b) at all times fully
collateralized with cash or such other collateral as the Depositary deems appropriate, (c)
terminable by the Depositary on not more than five (5) Business Days notice, and (d) subject to
such further indemnities and credit regulations as the Depositary deems appropriate. The number of
CPOs represented by American Depositary Shares which are outstanding at any time as a result of
Pre-Release will not normally exceed thirty percent (30%) of the CPOs deposited under the Deposit
Agreement; provided, however, that the Depositary reserves the right to change or disregard such
limit from time to time as it deems appropriate.



     The Depositary may retain for its own account any compensation received by it in connection
with the foregoing.



- 6 -









 





9. TITLE TO RECEIPTS.




     It is a condition of this Receipt and every successive Owner and Holder of this Receipt by
accepting or holding the same consents and agrees that when properly endorsed or accompanied by
proper instruments of transfer, shall be transferable as certificated registered securities under
the laws of New York. American Depositary Shares not evidenced by Receipts shall be transferable as
uncertificated registered securities under the laws of New York. The Depositary, notwithstanding
any notice to the contrary, may treat the Owner of American Depositary Shares as the absolute owner
thereof for the purpose of determining the person entitled to distribution of dividends or other
distributions or to any notice provided for in the Deposit Agreement and for all other purposes,
and neither the Depositary nor the Company shall have any obligation or be subject to any liability
under the Deposit Agreement to any Holder of American Depositary Shares unless that Holder is the
Owner of those American Depositary Shares.



10. VALIDITY OF RECEIPT.




     This Receipt shall not be entitled to any benefits under the Deposit Agreement or be valid or
obligatory for any purpose, unless this Receipt shall have been executed by the Depositary by the
manual signature of a duly authorized signatory of the Depositary; provided,
however that such signature may be a facsimile if a Registrar for the Receipts shall have
been appointed and such Receipts are countersigned by the manual signature of a duly authorized
officer of the Registrar.



11. REPORTS; INSPECTION OF TRANSFER BOOKS.




     The Company is subject to the periodic reporting requirements of the Securities Exchange Act
of 1934 and, accordingly, files certain reports with the Securities and Exchange Commission. Such
reports and communications will be available for inspection and copying at the public reference
facilities maintained by the Commission located at 100 F Street, N.E., Washington, D.C. 20549.



     The Depositary will make available for inspection by Owners at its Corporate Trust Office any
reports, notices and other communications, including any proxy soliciting material, received from
the Company or the CPO Trustee which are both (a) received by the Depositary as the holder of the
Deposited Securities and (b) made generally available to the holders of such Deposited Securities
by the Company or the CPO Trustee. The Depositary will also, upon written request by the Company,
send to Owners copies of such reports when furnished by the Company pursuant to the Deposit
Agreement. Any such reports and communications, including any such proxy soliciting material,
furnished to the Depositary by the Company shall be furnished in English to the extent such
materials are required to be translated into English pursuant to any regulations of the Commission.



- 7 -









 





     The Depositary will keep books, at its Corporate Trust Office, for the registration of
American Depositary Shares and transfers of American Depositary Shares which at all reasonable
times shall be open for inspection by the Owners, provided that such inspection shall not be for
the purpose of communicating with Owners in the interest of a business or object other than the
business of the Company or a matter related to the Deposit Agreement or the American Depositary
Shares.



12. DIVIDENDS AND DISTRIBUTIONS.




     Whenever the Depositary receives any cash dividend or other cash distribution on any Deposited
Securities, the Depositary will, as promptly as practicable,if at the time of receipt thereof any
amounts received in a foreign currency can in the judgment of the Depositary be converted on a
reasonable basis into United States dollars transferable to the United States, and subject to the
Deposit Agreement, convert such dividend or distribution into dollars and will distribute the
amount thus received (net of the fees and expenses of the Depositary as provided in Article 7
hereof and Section 5.09 of the Deposit Agreement) to the Owners entitled thereto; provided,
however, that in the event that the Company or the Depositary is required to withhold and
does withhold from any cash dividend or other cash distribution in respect of any Deposited
Securities an amount on account of taxes or other governmental charges, the amount distributed to
the Owners of the American Depositary Shares representing such Deposited Securities shall be
reduced accordingly.



     Subject to the provisions of Section 4.11 and 5.09 of the Deposit Agreement, whenever the
Depositary receives any distribution on any Deposited Securities other than cash or CPOs or rights
to instruct the CPO Trustee to subscribe for additional Shares, the Depositary will cause the
securities or property received by it to be distributed to the Owners entitled thereto, in any
manner that the Depositary may deem equitable and practicable for accomplishing such distribution;
provided, however, that if in the opinion of the Depositary such distribution
cannot be made proportionately among the Owners of Receipts entitled thereto, or if for any other
reason the Depositary deems such distribution not to be feasible, after consulting with the Company
to the extent practicable, the Depositary may adopt such method as it may deem equitable and
practicable for the purpose of effecting such distribution, including, but not limited to, the
public or private sale of the securities or property thus received, or any part thereof, and the
net proceeds of any such sale (net of the fees and expenses of the Depositary as provided in
Article 7 hereof and Section 5.09 of the Deposit Agreement) will be distributed by the Depositary
to the Owners of Receipts entitled thereto all in the manner and subject to the conditions
described in Section 4.01 of the Deposit Agreement. The Depositary may withhold any distribution
of securities under Section 4.02 of the Deposit Agreement if it has not received reasonably
satisfactory assurances from the Company that the distribution does not require registration under
the Securities Act of 1933. The Depositary may sell, by public or private sale, an amount of
securities or other property it



- 8 -









 







would otherwise distribute under this Article that is sufficient to pay its fees and expenses
in respect of that distribution.



     If any distribution consists of a dividend in, or free distribution of, CPOs, the Depositary
may deliver to the Owners entitled thereto, an aggregate number of American Depositary Shares
representing the amount of CPOs received as such dividend or free distribution, subject to the
terms and conditions of the Deposit Agreement with respect to the deposit of CPOs and after
deduction or upon issuance of American Depositary Shares, including the withholding of any tax or
other governmental charge as provided in Section 4.11 of the Deposit Agreement and the payment of
the fees and expenses of the Depositary as provided in Article 7 hereof and Section 5.09 of the
Deposit Agreement (and the Depositary may sell, by public or private sale, an amount of Shares
received sufficient to pay its fees and expenses in respect of that distribution. The Depositary
may withhold any such delivery of American Depositary Shares if it has not received reasonably
satisfactory assurances from the Company that such distribution does not require registration under
the Securities Act of 1933. In lieu of delivering fractional American Depositary Shares in any
such case, the Depositary will sell the amount of CPOs or Shares underlying the amount of CPOs
represented by the aggregate of such fractions and distribute the net proceeds, all in the manner
and subject to the conditions described in Section 4.01of the Deposit Agreement. If additional
American Depositary Shares are not so delivered, each American Depositary Share shall thenceforth
also represent the additional CPOs distributed upon the Deposited Securities represented thereby.



     In the event that the Depositary determines that any distribution in property (including CPOs
or Shares and rights to subscribe therefor) is subject to any tax or other governmental charge
which the Depositary is obligated to withhold, the Depositary may by public or private sale dispose
of all or a portion of such property (including CPOs or Shares and rights to subscribe therefor) in
such amounts and in such manner as the Depositary deems necessary and practicable to pay any such
taxes or charges, and the Depositary shall distribute the net proceeds of any such sale after
deduction of such taxes or charges to the Owners of Receipts entitled thereto.



13. RIGHTS.




     In the event that the Company shall offer or cause to be offered to the holders of any Shares
any rights to subscribe for additional Shares and the CPO Trustee, as a holder of Shares, offers to
holders of CPOs the right to instruct the CPO Trustee to subscribe for such holders’ proportionate
share of such additional Shares, the Depositary shall have discretion as to the procedure to be
followed in making such rights available to any Owners or in disposing of such rights on behalf of
any Owners and making the net proceeds available to such Owners or, if by the terms of such rights
offering or for any other reason, the Depositary may not either make such rights available to any
Owners or dispose of such rights and make the net proceeds available to such Owners, then the



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Depositary shall allow the rights to lapse. If at the time of the offering of any rights the
Depositary determines in its discretion that it is lawful and feasible to make such rights
available to all or certain Owners but not to other Owners, the Depositary may distribute to any
Owner to whom it determines the distribution to be lawful and feasible, in proportion to the number
of American Depositary Shares held by such Owner, warrants or other instruments therefor in such
form as it deems appropriate.



     In circumstances in which rights would otherwise not be distributed, if an Owner requests the
distribution of warrants or other instruments in order to exercise the rights allocable to the
American Depositary Shares of such Owner under the Deposit Agreement, the Depositary will make such
rights available to such Owner upon written notice from the Company to the Depositary that (a) the
Company has elected in its sole discretion to permit such rights to be exercised and (b) such Owner
has executed such documents as the Company has determined in its sole discretion are reasonably
required under applicable law.



     If the Depositary has distributed warrants or other instruments for rights to all or certain
Owners, then upon instruction from such an Owner pursuant to such warrants or other instruments to
the Depositary from such Owner to exercise such rights, upon payment by such Owner to the
Depositary for the account of such Owner of an amount equal to the purchase price of the Shares to
be received upon the exercise of the rights, and upon payment of the fees and expenses of the
Depositary and any other charges as set forth in such warrants or other instruments, the Depositary
shall, on behalf of such Owner, instruct the CPO Trustee to exercise the rights and purchase the
Shares, and the Company shall cause the Shares so purchased to be delivered to the CPO Trust on
behalf of such Owner. As agent for such Owner, the Depositary will cause the CPOs representing the
Shares so purchased to be deposited pursuant to Section 2.02 of the Deposit Agreement, and shall,
pursuant to Section 2.03 of the Deposit Agreement, deliver American Depositary Shares to such
Owner. In the case of a distribution pursuant to the second paragraph of this Article 13, such
deposit shall be made, and depositary shares shall be delivered, under depositary arrangements
which provide for issuance of depositary shares subject to the appropriate restrictions on sale,
deposit, cancellation, and transfer under applicable United States laws.



     If the Depositary determines in its discretion that it is not lawful and feasible to make such
rights available to all or certain Owners, it may sell the rights, warrants or other instruments in
proportion to the number of American Depositary Shares held by the Owners to whom it has determined
it may not lawfully or feasibly make such rights available, and allocate the net proceeds of such
sales (net of the fees and expenses of the Depositary as provided in Section 5.09 of the Deposit
Agreement and all taxes and governmental charges payable in connection with such rights and subject
to the terms and conditions of the Deposit Agreement) for the account of such Owners otherwise
entitled to such rights, warrants or other instruments, upon an averaged or other practical basis



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without regard to any distinctions among such Owners because of exchange restrictions or the
date of delivery of any American Depositary Shares or otherwise.



     The Depositary will not offer rights to Owners unless both the rights and the securities to
which such rights relate are either exempt from registration under the Securities Act of 1933 with
respect to a distribution to all Owners or are registered under the provisions of such Act;
provided, that nothing in the Deposit Agreement shall create any obligation on the part of the
Company to file a registration statement with respect to such rights or underlying securities or to
endeavor to have such a registration statement declared effective. If an Owner requests the
distribution of warrants or other instruments, notwithstanding that there has been no such
registration under the Securities Act of 1933, the Depositary shall not effect such distribution
unless it has received an opinion from recognized counsel in the United States for the Company upon
which the Depositary may rely that such distribution to such Owner is exempt from such
registration.



     The Depositary shall not be responsible for any failure to determine that it may be lawful or
feasible to make such rights available to Owners in general or any Owner in particular.



14. CONVERSION OF FOREIGN CURRENCY.




     Whenever the Depositary or the Custodian shall receive foreign currency, by way of dividends
or other distributions or the net proceeds from the sale of securities, property or rights, and if
at the time of the receipt thereof the foreign currency so received can in the judgment of the
Depositary be converted on a reasonable basis into Dollars and the resulting Dollars transferred to
the United States, as promptly as possible, the Depositary shall convert or cause to be converted
by sale or in any other manner that it may determine, such foreign currency into Dollars, and such
Dollars shall be distributed to the Owners entitled thereto or, if the Depositary shall have
distributed any warrants or other instruments which entitle the holders thereof to such Dollars,
then to the holders of such warrants and/or instruments upon surrender thereof for cancellation.
Such distribution may be made upon an averaged or other practicable basis without regard to any
distinctions among Owners on account of exchange restrictions, the date of delivery of any American
Depositary Shares or otherwise and shall be net of any expenses of conversion into Dollars incurred
by the Depositary as provided in Section 5.09 of the Deposit Agreement.



     If such conversion or distribution can be effected only with the approval or license of any
government or agency thereof, the Depositary shall, as promptly as practicable file, or cause to be
filed, such application for approval or license, if any, as it may deem desirable.



     If at any time the Depositary shall determine that in its judgment any foreign currency
received by the Depositary or the Custodian is not convertible on a reasonable basis into Dollars
transferable to the United States, or if any approval or license of any



- 11 -









 







government or agency thereof which is required for such conversion is denied or in the opinion
of the Depositary is not obtainable, or if any such approval or license is not obtained within a
reasonable period as determined by the Depositary, the Depositary may distribute the foreign
currency (or an appropriate document evidencing the right to receive such foreign currency)
received by the Depositary to, or in its discretion may hold such foreign currency uninvested and
without liability for interest thereon for the respective accounts of, the Owners entitled to
receive the same.



     If any such conversion of foreign currency, in whole or in part, cannot be effected for
distribution to some of the Owners entitled thereto, the Depositary may in its discretion make such
conversion and distribution in Dollars to the extent permissible to the Owners entitled thereto and
may distribute the balance of the foreign currency received by the Depositary to, or hold such
balance uninvested and without liability for interest thereon for the respective accounts of, the
Owners entitled thereto.



15. RECORD DATES.




     Whenever any cash dividend or other cash distribution shall become payable or any distribution
other than cash shall be made, or whenever rights shall be issued with respect to the Deposited
Securities, or whenever the Depositary shall receive notice of any meeting of holders of CPOs or
other Deposited Securities or Shares, or whenever for any reason the Depositary causes a change in
the number of CPOs that are represented by each American Depositary Share, or whenever the
Depositary shall find it necessary or convenient, the Depositary shall fix a record date (a) for
the determination of the Owners who shall be (i) entitled to receive such dividend, distribution or
rights or the net proceeds of the sale thereof, (ii) entitled to give instructions for the exercise
of voting rights at any such meeting or (iii) responsible for any fee assessed by the Depositary
pursuant to the Deposit Agreement, or (b) on or after which each American Depositary Share will
represent the changed number of CPOs, subject to the provisions of the Deposit Agreement.



16. VOTING OF DEPOSITED SECURITIES.




          Whenever a meeting of holders of Shares is to be held, the Company shall notify the Depositary
at least 30 days prior to the meeting date (i) whether, under the CPO Trust Agreement, non-Mexican
holders of CPOs will be entitled to give voting instructions to the CPO Trustee and, if so, as to
which matters to be voted upon those holders of CPOs will be entitled to give voting instructions
and (ii) what evidence the Company and the CPO Trustee require from Mexican holders of CPOs as to
their status as Mexican holders.



          Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if
requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail
to the Owners a notice, the form of which notice shall be in the sole discretion of the Depositary,
which shall contain (a) such information as is



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contained in such notice of meeting received by the Depositary from the Company and in any
notice received from the Company under the first paragraph of this Section 4.07, (b) a statement
that the Owners as of the close of business on a specified record date will be entitled, subject to
any applicable provision of Mexican law or the CPO Trust and of the articles of association or
similar documents of the Company, to instruct the Depositary as to the exercise of the voting
rights or right to give voting instructions, if any, pertaining to the amount of CPOs or other
Deposited Securities represented by their respective American Depositary Shares and (c) a statement
as to the manner in which such instructions may be given including an express indication that, to
the extent an Owner is entitled to give voting instructions, instructions may be given to the
Depositary to give a discretionary proxy to a person designated by the CPO Trustee, and (d) if
applicable, a statement that, to the extent that an Owner does not furnish evidence satisfactory to
the CPO Trustee that voting instructions are being given by or on behalf of Mexican holders,
pursuant to the provisions of the CPOs and the CPO Trust, that Owner may not give instructions and
the amount of Shares underlying the amount of CPOs represented by that Owner’s American Depositary
Shares shall be voted by the CPO Trustee in the same manner as a majority of the other Shares are
voted at the meeting. Upon the written request of an Owner of American Depositary Shares on such
record date, received on or before the date established by the Depositary for such purpose, the
Depositary shall endeavor, in so far as practicable, to vote or cause to be voted or give voting
instructions with respect to the amount of Deposited Securities represented by those American
Depositary Shares in accordance with the instructions set forth in such request. The Depositary
will not vote or give voting instructions with respect to Deposited Securities other than in
accordance with instructions received from Owners. The Depositary shall forward to the CPO Trustee
any evidence received by it from Owners purporting to establish that those Owners are entitled to
give voting instructions with respect to matters as to which only Mexican holders may give voting
instructions under the terms of the CPO Trust Agreement.



          In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise
of voting rights relating to Deposited Securities, if the Company will request the Depositary to
act under Section 4.07 of the Deposit Agreement, the Company shall give the Depositary notice of
any such meeting or solicitation and details concerning the matters to be voted upon not less than
30 days prior to the meeting date.



          There can be no assurance that Owners generally or any Owner in particular will receive the
notice required by Section 4.07 of the Deposit Agreement sufficiently prior to the date established
by the Depositary to ensure that the Depositary will be able to vote or give voting instructions
with respect to the Deposited Securities in accordance with that Section.



          Whenever any Owner gives a notice to the Depositary containing a request for a meeting of
holders of CPOs concerning any business of the CPO Trust, the



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Depositary shall give or cause to be given notice to the Common Representative containing such
request in the same form as provided in the notice from such Owner. Such notice shall state that
it is given as the holder of that number of CPOs represented by the American Depositary Shares
evidenced by the Receipts held by such Owner. Whenever any Owner gives a notice to the Depositary
containing a request for a meeting of holders of Shares, exercising the right of a shareholder with
respect to the underlying Shares or containing a request for the appointment of a director, the
Depositary shall give or cause to be given notice to the Company containing such request in the
same form as provided in the notice from such Owner. Such notice shall state that it is given as
the holder of that number of Shares underlying the CPOs represented by the American Depositary
Shares held by such Owner. After giving that notice to the Common Representative or the Company,
as the case may be, the Depositary shall have no further duty or liability with respect to the
notice received from the Owner.



17. CHANGES AFFECTING DEPOSITED SECURITIES; REDEMPTION OF DEPOSITED SECURITIES.




     Upon any change in nominal value, change in par value, split-up, consolidation, or any other
reclassification of Deposited Securities, or upon any recapitalization, reorganization, merger or
consolidation, or sale of assets affecting the Company or to which it is a party, or upon the
redemption or cancellation by the Company of the Deposited Securities, any securities, cash or
property which shall be received by the Depositary or a Custodian in exchange for, in conversion
of, in lieu of or in respect of Deposited Securities shall be treated as new Deposited Securities
under the Deposit Agreement, and American Depositary Shares shall thenceforth represent, in
addition to the existing Deposited Securities, the right to receive the new Deposited Securities so
received, unless additional Receipts are delivered pursuant to the following sentence. In any such
case the Depositary may deliver additional American Depositary Shares as in the case of a
distribution of CPOs, or call for the surrender of outstanding Receipts to be exchanged for new
Receipts specifically describing such new Deposited Securities.



     In the event Shares are to be redeemed and, as a result, CPOs registered in the name of the
Custodian are called for redemption by the CPO Trust, the Depositary will call for redemption
American Depositary Shares (in a number representing the number of CPOs registered in the name of
the Custodian called for redemption) and may adopt such method as it may deem equitable and
practicable to select the American Depositary Shares called for redemption. The net proceeds of
such redemption, after payment of the fees and expenses of the Depositary, shall be distributed to
Owners entitled thereto as in the case of a distribution in cash in accordance with Section 4.01 of
the Deposit Agreement upon surrenders by them of American Depositary Shares called for redemption.



18. LIABILITY OF THE COMPANY AND DEPOSITARY.




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     Neither the Depositary nor the Company nor any of their respective directors, employees,
agents or affiliates shall incur any liability to any Owner or Holder, (i) if by reason of any
provision of any present or future law or regulation of the United States or any other country, or
of any governmental or regulatory authority, or by reason of any provision, present or future, of
the articles of association or any similar document of the Company, or by reason of any provision
of any securities issued or distributed by the Company or the CPO Trustee, or any offering or
distribution thereof, or by reason of any act of God or war or terrorism or other circumstances
beyond its control, the Depositary, the CPO Trustee or the Company shall be prevented, delayed or
forbidden from or be subject to any civil or criminal penalty on account of doing or performing any
act or thing which by the terms of the Deposit Agreement or Deposited Securities it is provided
shall be done or performed, (ii) by reason of any non-performance or delay, caused as aforesaid, in
the performance of any act or thing which by the terms of the Deposit Agreement it is provided
shall or may be done or performed, (iii) by reason of any exercise of, or failure to exercise, any
discretion provided for in the Deposit Agreement, (iv) for the inability of any Owner or Holder to
benefit from any distribution, offering, right or other benefit which is made available to holders
of Deposited Securities but is not, under the terms of the Deposit Agreement, made available to
Owners or Holders, or (v) for any special, consequential or punitive damages for any breach of the
terms of the Deposit Agreement. Where, by the terms of a distribution pursuant to Section 4.01,
4.02 or 4.03 of the Deposit Agreement, or an offering or distribution pursuant to Section 4.04 of
the Deposit Agreement, such distribution or offering may not be made available to Owners of
Receipts, and the Depositary may not dispose of such distribution or offering on behalf of such
Owners and make the net proceeds available to such Owners, then the Depositary shall not make such
distribution or offering, and shall allow any rights, if applicable, to lapse. Neither the Company
nor the Depositary assumes any obligation or shall be subject to any liability under the Deposit
Agreement to Owners or Holders, except that they agree to perform their obligations specifically
set forth in the Deposit Agreement without negligence or bad faith. The Depositary shall not be
subject to any liability with respect to the validity or worth of the Deposited Securities.
Neither the Depositary nor the Company shall be under any obligation to appear in, prosecute or
defend any action, suit, or other proceeding in respect of any Deposited Securities or in respect
of the American Depositary Shares, on behalf of any Owner or Holder or other person. Neither the
Depositary nor the Company shall be liable for any action or nonaction by it in reliance upon the
advice of or information from legal counsel, accountants, any person presenting CPOs for deposit,
any Owner or Holder, or any other person believed by it in good faith to be competent to give such
advice or information. The Depositary shall not be responsible for any failure to carry out any
instructions to vote any of the Deposited Securities or for the manner in which any such vote is
cast or the effect of any such vote, provided that any such action or nonaction is in good faith.
The Depositary shall not be liable for any acts or omissions made by a successor depositary whether
in connection with a previous act or omission of the Depositary or in connection with a matter
arising wholly after the removal or resignation of the Depositary, provided that in connection with
the issue out of which such potential



- 15 -









 







liability arises, the Depositary performed its obligations without negligence or bad faith
while it acted as Depositary. The Depositary shall not be liable for the acts or omissions of any
securities depository, clearing agency or settlement system in connection with or arising out of
book entry settlement of Deposited Securities or otherwise.



     No disclaimer of liability under the Securities Act of 1933 is intended by any provision of
the Deposit Agreement.



19. RESIGNATION AND REMOVAL OF THE DEPOSITARY; APPOINTMENT OF SUCCESSOR CUSTODIAN.




     The Depositary may at any time resign as Depositary under the Deposit Agreement by written
notice of its election so to do delivered to the Company, such resignation to take effect upon the
earlier of (i) the appointment of a successor depositary and its acceptance of such appointment as
provided in the Deposit Agreement or (ii) termination by the Depositary pursuant to Section 6.02 of
the Deposit Agreement. The Depositary may at any time be removed by the Company by 90 days prior
written notice of such removal, to become effective upon the later of (i) the 90th day after
delivery of the notice to the Depositary and (ii) the appointment of a successor depositary and its
acceptance of such appointment as provided in the Deposit Agreement. The Depositary in its
discretion may appoint a substitute or additional custodian or custodians.



20. AMENDMENT.




     The form of the Receipts and any provisions of the Deposit Agreement may at any time and from
time to time be amended by agreement between the Company and the Depositary without the consent of
Owners or Holders in any respect which they may deem necessary or desirable. Any amendment which
shall impose or increase any fees or charges (other than taxes and other governmental charges,
registration fees, cable, telex or facsimile transmission costs, delivery costs or other such
expenses), or which shall otherwise prejudice any substantial existing right of Owners, shall,
however, not become effective as to outstanding American Depositary Shares until the expiration of
thirty days after notice of such amendment shall have been given to the Owners of outstanding
American Depositary Shares. Every Owner and Holder of American Depositary Shares, at the time any
amendment so becomes effective, shall be deemed, by continuing to hold such American Depositary
Shares or any interest therein, to consent and agree to such amendment and to be bound by the
Deposit Agreement as amended thereby. In no event shall any amendment impair the right of the Owner
to surrender American Depositary Shares and receive therefor the Deposited Securities represented
thereby, except in order to comply with mandatory provisions of applicable law.



21. TERMINATION OF DEPOSIT AGREEMENT.




     The Company may terminate the Deposit Agreement by instructing the Depositary to mail notice
of termination to the Owners of all American Depositary



- 16 -









 







Shares then outstanding at least 60 days prior to the termination date included in such
notice. The Depositary may likewise terminate the Deposit Agreement, if at any time 30 days shall
have expired after the Depositary delivered to the Company a written resignation notice and if a
successor depositary shall not have been appointed and accepted its appointment as provided in the
Deposit Agreement; in such case the Depositary shall mail a notice of termination to the Owners of
all American Depositary Shares then outstanding at least 30 days prior to the termination date. On
and after the date of termination, the Owner of American Depositary Shares will, upon (a) surrender
of such American Depositary Shares, (b) payment of the fee of the Depositary for the surrender of
American Depositary Shares referred to in Section 2.05, and (c) payment of any applicable taxes or
governmental charges, be entitled to delivery, to him or upon his order, of the amount of Deposited
Securities represented by those American Depositary Shares. If any American Depositary Shares
shall remain outstanding after the date of termination, the Depositary thereafter shall discontinue
the registration of transfers of American Depositary Shares, shall suspend the distribution of
dividends to the Owners thereof, and shall not give any further notices or perform any further acts
under the Deposit Agreement, except that the Depositary shall continue to collect dividends and
other distributions pertaining to Deposited Securities, shall sell rights and other property as
provided in the Deposit Agreement, and shall continue to deliver Deposited Securities, together
with any dividends or other distributions received with respect thereto and the net proceeds of the
sale of any rights or other property, upon surrender of American Depositary Shares (after
deducting, in each case, the fee of the Depositary for the surrender of American Depositary Shares,
any expenses for the account of the Owner of such American Depositary Shares in accordance with the
terms and conditions of the Deposit Agreement, and any applicable taxes or governmental charges).
At any time after the expiration of six months from the date of termination, the Depositary may
sell the Deposited Securities then held under the Deposit Agreement and may thereafter hold
uninvested the net proceeds of any such sale, together with any other cash then held by it
thereunder, unsegregated and without liability for interest, for the pro rata benefit of the Owners
of American Depositary Shares that have not theretofore been surrendered, such Owners thereupon
becoming general creditors of the Depositary with respect to such net proceeds. After making such
sale, the Depositary shall be discharged from all obligations under the Deposit Agreement, except
to account for such net proceeds and other cash (after deducting, in each case, the fee of the
Depositary for the surrender of American Depositary Shares, any expenses for the account of the
Owner of such American Depositary Shares in accordance with the terms and conditions of the Deposit
Agreement, and any applicable taxes or governmental charges). Upon the termination of the Deposit
Agreement, the Company shall be discharged from all obligations under the Deposit Agreement except
for its obligations to the Depositary with respect to indemnification, charges, and expenses.



22. DTC DIRECT REGISTRATION SYSTEM AND PROFILE MODIFICATION SYSTEM.




- 17 -









 





     (a) Notwithstanding the provisions of Section 2.04 of the Deposit Agreement, the parties
acknowledge that the Direct Registration System (“DRS”) and Profile Modification System (“Profile”)
shall apply to uncertificated American Depositary Shares upon acceptance thereof to DRS by DTC.
DRS is the system administered by DTC pursuant to which the Depositary may register the ownership
of uncertificated American Depositary Shares, which ownership shall be evidenced by periodic
statements issued by the Depositary to the Owners entitled thereto. Profile is a required feature
of DRS which allows a DTC participant, claiming to act on behalf of an Owner, to direct the
Depositary to register a transfer of those American Depositary Shares to DTC or its nominee and to
deliver those American Depositary Shares to the DTC account of that DTC participant without receipt
by the Depositary of prior authorization from the Owner to register such transfer.



     (b) In connection with and in accordance with the arrangements and procedures relating to
DRS/Profile, the parties understand that the Depositary will not verify, determine or otherwise
ascertain that the DTC participant which is claiming to be acting on behalf of an Owner in
requesting registration of transfer and delivery described in subsection (a) has the actual
authority to act on behalf of the Owner (notwithstanding any requirements under the Uniform
Commercial Code). For the avoidance of doubt, the provisions of Sections 5.03 and 5.08 of the
Deposit Agreement shall apply to the matters arising from the use of the DRS. The parties agree
that the Depositary’s reliance on and compliance with instructions received by the Depositary
through the DRS/Profile System and in accordance with the Deposit Agreement, shall not constitute
negligence or bad faith on the part of the Depositary.



23. DISCLOSURE OF INTERESTS.




          To the extent that provisions or terms of or laws or regulations governing any Deposited
Securities (including, in the case of CPOs, the Shares underlying such CPOs) may require the
disclosure of beneficial or other ownership of Deposited Securities, other CPOs and other
securities to the Company or the CPO Trustee and provide for blocking of Owners’ transfer and
voting or other rights to enforce such disclosure or limit such ownership, the Depositary shall use
its reasonable business efforts to comply with reasonable and practicable instructions of the
Company as to American Depositary Shares in respect of any such enforcement or limitation. Owners
shall comply with all such disclosure requirements and shall cooperate with the Depositary’s
compliance with such instructions and by their holding of American Depositary Shares are deemed to
consent to any such limitation or blocking of rights.



24. SUBMISSION TO JURISDICTION; JURY TRIAL WAIVER; WAIVER OF IMMUNITIES.




     In the Deposit Agreement, the Company has (i) appointed CT Corporation System, with offices
at 111 Eighth Avenue, New York, New York 10011, in the State of New York, as the Company’s
authorized agent upon which process may be served in any



- 18 -









 







suit or proceeding arising out of or relating to the Shares or Deposited Securities, the
American Depositary Shares, the Receipts or this Agreement, (ii) consented and submitted to the
jurisdiction of any state or federal court in the State of New York in which any such suit or
proceeding may be instituted, and (iii) agreed that service of process upon said authorized agent
shall be deemed in every respect effective service of process upon the Company in any such suit or
proceeding.



     EACH PARTY TO THE DEPOSIT AGREEMENT (INCLUDING, FOR AVOIDANCE OF DOUBT, EACH OWNER AND HOLDER)
THEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY
HAVE TO A TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING AGAINST THE COMPANY AND/OR THE DEPOSITARY
DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THE SHARES OR OTHER DEPOSITED SECURITIES, THE
AMERICAN DEPOSITARY SHARES OR THE RECEIPTS, THE DEPOSIT AGREEMENT OR ANY TRANSACTION CONTEMPLATED
HEREIN OR THEREIN, OR THE BREACH HEREOF OR THEREOF, INCLUDING WITHOUT LIMITATION ANY QUESTION
REGARDING EXISTENCE, VALIDITY OR TERMINATION (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).



     To the extent that the Company or any of its properties, assets or revenues may have or
hereafter become entitled to, or have attributed to it, any right of immunity, on the grounds of
sovereignty or otherwise, from any legal action, suit or proceeding, from the giving of any relief
in any respect thereof, from setoff or counterclaim, from the jurisdiction of any court, from
service of process, from attachment upon or prior to judgment, from attachment in aid of execution
or judgment, or other legal process or proceeding for the giving of any relief or for the
enforcement of any judgment, in any jurisdiction in which proceedings may at any time be commenced,
with respect to its obligations, liabilities or any other matter under or arising out of or in
connection with the Shares or Deposited Securities, the American Depositary Shares, the Receipts or
the Deposit Agreement, the Company, to the fullest extent permitted by law, hereby irrevocably and
unconditionally waives, and agrees not to plead or claim, any such immunity and consents to such
relief and enforcement.



25. THE CPO TRUST.




     Nacional Financiera, Sociedad Nacional de Crédito, Institución de Banca de Desarrollo, is CPO
Trustee under the Trust which was created under the Foreign Investment Law, in order to permit
non-Mexican investment in the Company by limiting voting rights otherwise appertaining to such
investments without affecting the economic consequences of such investments. The CPO Trust
operates through S.D. Indeval, S.A. de C.V. (“Indeval”), the central depositary for participants
trading on the Mexican Securities Exchange, which maintains ownership records of the CPOs in book
entry form. The principal executive office of the CPO Trustee is located as of the date of the
Deposit



- 19 -









 







Agreement at Insurgentes Sur No. 1972, Colonia Guadalupe Inn, Delegación Álvaro Obregón, 01020
México, D.F.. The terms of the CPO Trust, upon which the Shares may be deposited and CPOs issued,
are briefly described as follows (which description is qualified by and subject to the terms of the
CPO Trust, copies of which in Spanish and in an English translation are on file at the Depositary’s
Office, the office of the Custodian and at any other designated transfer office for Receipts): (i)
each CPO represents a financial interest in three Shares; (ii) the CPOs have limited voting rights,
(A) Mexican holders of CPOs may instruct the CPO Trustee to vote the Shares underlying the CPOs on
all matters or obtain a proxy from the CPO trustee to vote the underlying shares, provided,
however, to the extent Mexican holders of CPOs do not obtain a proxy for or fail to vote such
Shares or fail to instruct the CPO trustee how to vote such Shares, the CPO Trustee will vote such
shares in the same manner as the holders of a majority of shares present, whether in person or by
proxy, voted at the meeting and (B) voting rights attributable to Shares underlying CPOs held by
non-Mexicans are exercisable only by the CPO Trustee and non-Mexican holders of CPOs are only
entitled to instruct the CPO Trustee to exercise the voting rights in respect of the Shares
underlying such CPOs only on the following matters: a change in the Company’s jurisdiction of
incorporation, a transformation of the Company’s corporate form, the Company’s dissolution or
liquidation, a merger to which the Company is a party, if the Company will not be the surviving
company, a delisting of the shares of the Company (including the CPOs) from any stock exchange or
an amendment to the Company’s bylaws that may adversely affect the rights of the minority
shareholders, in all other cases, or to the extent non-Mexican holders of CPOs fail to instruct the
CPO Trustee how to vote, the CPO Trustee will vote Shares in the same manner as the majority of the
other shares are voted at the meeting;; (iii) notwithstanding clause (ii), Non-Mexicans holders
will have the right to elect one director for each 10% block of ownership of Shares underlying the
CPOs, provided however, that their right may only be exercised if the majority of our directors
were appointed by Mexican investors (iv) if the CPO Trustee receives a dividend in Shares, those
Shares will be retained in the CPO Trust and the CPO Trustee will deliver additional CPOs
representing those Shares to the CPO holders in proportion to their holdings; cash dividends on the
Shares received by the CPO Trustee will be distributed to CPO holders’ accounts in proportion to
their holdings; (v) CPO holders will be informed and have access to materials at the same time as
direct holders of Shares; (vi) CPOs shall have pre-emptive rights to subscribe for additional
Shares and to participate in any capital increase; (vii) any securities resulting from dividends,
splits or plans of reorganization are distributed to CPO holders through Indeval at the same time
as direct holders of Shares receive such securities (but only in the form of CPOs, to the extent
available); (viii) the CPO Trust Agreement may only be amended by prior instructions from the
Company and the Technical Committee; the CPO Trust may be terminated following instructions from
the Technical Committee of the CPO Trust, after a resolution has been adopted at a meeting by
holders of a majority of CPOs and must be terminated after 50 years (unless rolled into new trusts
under similar terms); (ix) Indeval participants may confirm their position on the CPO Trust’s
transfer books through Indeval but may not inspect the same or obtain any list of holders of CPOs;;
and (x) the



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CPO Trustee is not responsible for actions of the Company, the Depositary or any third party,
or if any governmental authority prevents it from performing its duties under the CPO Trust
Agreement; nor is the CPO Trustee responsible for acts performed in compliance with the
instructions of the Technical Committee; and it is not responsible for failing to comply with
instructions of the Technical Committee that are unlawful or contrary to the terms of the CPO Trust
Agreement. Fees or charges payable to the CPO Trustee are not charged against CPO holders.




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