BY-LAWS OF "CRÉDITO REAL, S.A.B. DE C.V., SOFOM, E.N.R."

CHAPTER ONE

CORPORATE NAME, CORPORATE DOMICILE, CORPORATE PURPOSE, TERM AND

NATIONALITY

ARTICLE FIRST. The Company will be denominated "CRÉDITO REAL", which will always

be followed by the words VARIABLE CAPITAL STOCK EXCHANGE CORPORATION,

MULTIPLE PURPOSE FINANCIAL COMPANY, NON REGULATED ENTITY (SOCIEDAD

ANÓNIMA BURSÁTIL DE CAPITAL VARIABLE, SOCIEDAD FINANCIERA DE OBJETO

MÚLTIPLE, ENTIDAD NO REGULADA)" or its abbreviation "S.A.B. DE C.V., SOFOM,

E.N.R."

ARTICLE SECOND. The corporate domicile of the Company is Mexico City, Federal

District; however, it may establish agencies and branches and set up conventional domiciles

anywhere in the Mexican Republic or abroad, without this be deemed as a change of its

corporate domicile.

ARTICLE THIRD. The term of the Company will be indefinite.

ARTICLE FOURTH. The corporate purpose of the Company will be:

1. Mainly, the regular and professional performance of credit transactions, rent to own,

leasing and financial factoring, under the capacity as lender, lessor and factor. For such

purpose, the company, including, but not limited to, may: a) enter into any kind of loans,

credits or financing agreements, especially the granting of consumer credit by means of

direct financing to consumers or, the granting of direct credit in group schemes by means of

an own distribution network in the Mexican Republic or abroad, or financing to individuals

working in companies or government entities before which, there are, or will be payroll

discount agreements for the payment of credits granted for the purchase of goods and

services, through an own distribution network within the Mexican Republic or abroad; b)

enter into lease to own (arrendamiento financiero) agreements and lease agreements, and

transfer such assets at the term of such agreements, (i) acquire any kind of in rem and

movable assets to grant them in lease to own (arrendamiento financiero) or lease, and to

dispose of such assets at the term of such agreements; and (ii) acquire any kind of in rem

and movable assets from the future lessees, with the commitment to leaseback

(arrendamiento financiero) such assets; c) enter into financial factoring agreements for the

granting of consumer credit by means of establishing financing programs through suppliers

of all kinds of goods and services; d) enter into financial factoring promise agreements; e)

enter into agreements with debtors of credit related rights, constituted in favor of their

suppliers of goods or services, the company being obliged to acquire such credit rights, in

the event of acceptance of the suppliers themselves; f) to provide administration and

collection of credit rights services; g) to act as trustee in security trusts constituted to

guarantee in its favor, obligations derived from credit transactions, lease to own

(arrendamiento financiero) or financial factoring transactions; h) to dispose of, transfer,

affect, encumber, discount, endorse, trade or negotiate agreements, negotiable instruments

or credit rights caused in its favor by credit, lease to own (arrendamiento financiero) and

financial factoring transactions.

2. To accept or confer all kinds of commercial commissions or mandates.

3. To promote, incorporate, organize and manage all kinds of commercial or civil entities

and partnerships, national or foreign.

4. Acquire, dispose, transfer, affect, encumber, endorse, trade or negotiate shares and

equity interests of any type of legal entities. Likewise, in accordance with Article 56 of the

Securities Market Law (Ley del Mercado de Valores) and the general provisions issued by

the National Banking and Securities Commission (Ley del Mercado de Valores), and

provided that the shares of the Company are registered in the National Registry of Securities

(Registro Nacional de Valores), it may acquire shares representing the capital stock of the

Company, subject to the terms and conditions set forth in article fifteenth of these bylaws.

5. Acquire, use, alienate, transfer, affect, encumber, lease or sublease real estate assets

for the establishment of its offices, branches or agencies.

6. Acquire, use, dispose of, transfer, affect, encumber, lease or sublease movable assets

for the performance of its operations.

7. Acquire, trade, alienate, transfer, affect, encumber, lease, sublease, grant in concession,

franchise or negotiate in rem or personal rights.

8. Acquire, dispose of, transfer, affect, encumber, endorse, report or trade securities, assets

and instruments offered in any stock exchange and derivative market.

9. Acquire, use, trade, transfer, transmit, affect, encumber, negotiate, grant in concession,

franchise, license or sublicense any industrial and intellectual property right.

10. Acquire, trade, endorse, report, dispose of, transfer, affect, encumber, trade or invest in

debt and equity instruments.

11. Entering into trust, insurance, bond and guarantee agreements.

12. Enter into agreements or transactions of diverse kinds with financial institutions, as well

as with any individual or legal entity.

13. To be constituted as a joint obligor, negotiable instrument guarantor (aval), surety and

guarantor in respect of obligations payable by its shareholders, affiliates, companies in

which the Company has an interest or participation or before which it has a business relation.

14. Hire staff to provide the respective services in its favor.

15. Study, design and develop all kinds of applications, programs, systems, services,

products and procedures related to or in connection with the activities constituting its

corporate purpose, as well as its implementation, commercialization, use, concession,

transfer, provision, transfer, negotiation, licensing or sub-licensing.

16. To publicly issue, place and offer securities, in series or in mass, in any stock exchange.

17. To privately issue, place and offer, bonds, certificates, securities and negotiable

instruments, in series or in mass.

18. To issue treasury shares in accordance with the provisions set forth in Article 53 of the

Securities Market Law (Ley del Mercado de Valores), in accordance with the procedure set

forth in article fourteenth of these bylaws.

19. Obtain concessions, permits, authorizations or licenses, as well as enter into any kind

of contracts or agreements with authorities, agencies, organizations and public entities.

20. Obtain all kinds of loans, credits or financing.

21. To grant, underwrite, endorse, transfer, guarantee, affect, encumber, report, trade,

discount or negotiate with negotiable instruments.

22. In general, to perform all acts or enter into all kinds of contracts or agreements directly

or indirectly related to its corporate purpose.

ARTICLE FIFTH. The Company is of Mexican nationality. Any foreigner who acquires an

interest or participation in the Company is obliged to consider itself as a national with respect

to both, as well as with respect to the assets, rights, concessions, participations or interests

owned by the Company, or the rights and obligations derived from the agreements under

which the Company is a party with Mexican authorities, and not to invoke for the same

reason the protection of its government, under the penalty, otherwise, of losing such interest

or participation in benefit of the Nation.

CHAPTER TWO

CAPITAL STOCK AND SHARES

ARTICLE SIXTH The capital stock is variable, without right of withdrawal. The minimum

fixed portion of the capital stock amounts to $62'931,188.00 (SIXTY TWO MILLION NINE

HUNDRED AND THIRTY ONE THOUSAND ONE HUNDRED AND EIGHT HUNDRED AND

EIGHT PESOS 00/100 NATIONAL CURRENCY), represented by 37'555,390 (THIRTY

SEVEN MILLION FIVE HUNDRED AND FIFTY FIVE THOUSAND THREE HUNDRED AND

NINETY) fully subscribed and paid Class I shares. The variable portion of the capital stock

is unlimited and will be represented by Class II shares.

ARTICLE SEVENTH. Shares representing the capital stock will be of Sole Series, ordinary,

nominative, without par value.

All shares will be freely subscribed, will have full voting rights and will confer upon their

holders equal rights and obligations. Each share will confer upon its holder one vote at

shareholders' meetings, without prejudice to the minority rights set forth by law and these

bylaws.

In accordance with the provisions set forth in article 54 of the Securities Market Law (Ley

del Mercado de Valores), with prior authorization of the National Banking and Securities

Commission (Comisión Nacional Bancaria y de Valores), the Company may issue shares

other than ordinary shares, with limited, restricted or non-voting rights, in that case, such

non ordinary shares, including those referred to in articles 112 and 113 of the General Law

of Commercial Companies (Ley General de Sociedades Mercantiles), may not exceed the

limit set forth in article 54 of the Securities Market Law (Ley del Mercado de Valores). At the

time of issuance of such non-ordinary shares, the shareholders' meeting resolving on their

issuance will determine the rights corresponding to the shares purpose of the issuance. If

applicable, non-ordinary shares issued will be of different series than the Sole Series shares.

Non-voting shares will not be counted for purposes of determining quorum at shareholders'

meetings, while limited or restricted voting shares will only be counted for purposes of legally

holding shareholders' meetings to which their holders must be called to exercise voting

rights.

ARTICLE EIGHTH. Definitive certificates or provisional certificates representing shares will

be nominative and may represent one or more shares, will be progressively numbered and

will contain the mentions required by the applicable legal provisions or specifically

determined by the shareholders' meeting resolving on their issuance, as well as the

indication of the series or class to which they correspond. Likewise, article fifth of these

bylaws must be inserted, and will be signed by two proprietary members of the Board of

Directors.

The signatures of the mentioned board members may be autographed or printed in

facsimile, subject to, in the latter case, of the deposit of the original of the respective

signatures in the Public Registry of Commerce of the corporate domicile. With respect to

definitive stock certificates, these may have nominative coupons attached thereto,

numbered progressively.

Shares deposited in an institution for the deposit of securities may be represented with

multiple certificates or in a single certificate representing part or all of the shares purpose to

the issuance and deposit. In this case, certificates representing them will be issued with the

mention of being deposited in the institution for the deposit of securities in question, without

the requirement of expressing the name, nationality and domicile of the holders. Also,

certificates with no coupons attached may be issued. In this case, certificates issued by the

depositary institution will serve as coupons for all legal purposes, pursuant to the provisions

set forth in Article 282 of the Securities Market Law (Ley del Mercado de Valores).

ARTICLE NINTH. The Company will keep a stock registry book where nominative shares

will be registered, in accordance with articles 128 and 129 of the General Law of Commercial

Companies (Ley General de Sociedades Mercantiles). The registry book may be kept by the

Secretary or the Alternate Secretary of the Board of Directors of the Company, by an

institution for the deposit of securities or by the person designated by the Board of Directors

to act on behalf of and in the name of the Company as registrar.

The stock registry book will remain closed during the period commencing from the third

business day prior to the date set to hold any general shareholders' meeting up to and

including the date of the corresponding meeting. During this period no entry will be made in

the registry book.

The Company will consider as the legitimate owner of the shares whoever appears in the

stock registry book as such, pursuant to the provisions set forth in article 129 of the General

Law of Commercial Companies (Ley General de Sociedades Mercantiles) and article 290 of

the Stock Market Law (Ley del Mercado de Valores).

In the event that the shares of the capital stock of the Company are deposited in an institution

for the deposit of securities, except for the entry of the series and class to which they

correspond, the numbering and other particulars of the shares will not be required to be

transcribed in the stock registry book. The shareholders may prove the ownership of the

shares and the right to attend meetings, as well as demand registration in the stock registry

by means of the certificates issued by the institution for the deposit of securities,

complemented with the list of holders of shares, prepared by those who appear as

depositors in the aforementioned certificates, in accordance with the provisions set forth in

Article 290 of the Securities Market Law (Ley del Mercado de Valores).

For purposes of the general Provisions referred to in Article 115 of the Law of Credit

Institutions (Ley de Instituciones de Crédito) in relation to Article 87-D of the General Law of

Credit Organizations and Auxiliary Activities (Ley General de Organizaciones y Actividades

Auxiliares del Crédito) applicable to multiple purpose financial companies, issued by the

Ministry of Finance and Public Credit (Secretaría de Hacienda y Crédito Público) and

published in the Official Gazette of the Federation (Diario Oficial de la Federación) on March

17, 2011, each of the shareholders of the Company will be obliged to inform the Chairman

of the Board of Directors about the Control (as such term is defined in these Provisions) that,

individually or jointly, is exercised over the Company, such shareholders or the person or

group acting through them.

ARTICLE TENTH. Increases in the capital stock will be carried out by means of a resolution

of the general ordinary or extraordinary shareholders' meeting, as the case may be, with the

exception of increases in the capital stock resulting from the placement of own shares

acquired pursuant to article fifteenth of these by-laws.

Increases in the minimum fixed portion of the capital stock, except for those deriving from

the placement of own shares acquired pursuant to article fifteenth of these bylaws, and those

corresponding to the issuance of shares for future public subscription by means of a public

offering in accordance with the provisions set forth in article fourteenth of these by-laws, will

be made by means of a resolution adopted at a general extraordinary shareholders' meeting,

with the consequent amendment of these by-laws.

Except for those arising from the placement of own shares acquired under the terms of

article fifteenth of these bylaws, and those corresponding to the issuance of shares for their

future public subscription by means of a public offering in accordance with the provisions

set forth in article fourteenth of these bylaws, increases in the variable portion of the capital

stock may be carried out by means of a resolution of the general ordinary shareholders'

meeting, with the only requirement to notarize the corresponding minutes before a notary

public, without the need to register the respective deed in the Public Registry of Commerce.

Upon adoption of the respective resolutions, the shareholders' meeting resolving on an

actual or future increase, will set the terms and conditions under which such increase will be

carried out, and may delegate this authority to the Board of Directors.

Shares issued to represent capital stock increases may be offered by the Board of Directors

for subscription and payment, respecting in all cases the preemptive rights set forth in article

eleventh below, with the exception of shares issued for public future subscription by means

of a public offering, in accordance with the provisions set forth in article fourteenth of these

bylaws.

Capital stock increases may be carried out by means of capitalization of equity capital

accounts referred to in Article 116 of the General Law of Commercial Companies (Ley

General de Sociedades Mercantiles), or by means of payment in cash or in kind, by

capitalization of liabilities or by any other means permitted by applicable law. With respect

to increases by means of capitalization of equity capital accounts, all the shares will be

entitled to their proportional part of such increase, without being necessary to issue new

shares to represent such increase, since the shares have not par value.

Except for increases in capital stock derived from the placement of own shares acquired by

the Company under the terms of article fifteenth of these bylaws, any increase in the capital

stock will be recorded in the registry book kept by the Company for such purposes.

ARTICLE ELEVENTH. In all capital stock increases shareholders will have a preemptive

right to subscribe the new shares issued representing such increase, on a pro rata basis to

the number of shares they hold at the time on which the increase in question was resolved.

This right must be exercised within the term set for such purpose by the meeting resolving

on such increase, that in no case may be less than 15 (fifteen) calendar days from the date

of publication of the corresponding notice in the electronic system determined by the Ministry

of Economy (Secretaría de Economía) (which the shareholders consider it as official

newspaper of the corporate domicile), or absence thereof, in the Official Gazette of the

Federation (Diario Oficial de la Federación) (which the shareholders consider it as official

newspaper of the corporate domicile) or in a newspaper of national circulation. Shareholders

will not be vested with the preemptive right set forth in this article with respect to the shares

issued: (i) in increases by means of capitalization of equity capital accounts; (ii) as a

consequence of the merger of the Company; (iii) in case of conversion of convertible bonds

into shares of the Company; (iv) in the case of subscription of shares in public offerings in

accordance with article 53 of the Securities Market Law (Ley del Mercado de Valores) and

article fourteen of these by-laws; and (vi) for the placement of own shares acquired pursuant

to article fifteenth of these by-laws.

If, after expiration of the term during which the shareholders must exercise the preemptive

right granted in this article, some shares remain unsubscribed, such shares may be offered

for subscription and payment, under the terms and conditions determined by the meeting

resolving on the capital increase, or under the terms and conditions established by the Board

of Directors; provided, however, that the price at which the shares are offered to third parties

may not be less than the price at which they were offered to the shareholders of the

Company for subscription and payment.

ARTICLE TWELFTH. The capital stock may be decreased by means of resolution adopted

at a general ordinary extraordinary shareholders' meeting, as the case may be, according

to the provisions set forth in this article, with the exception of decreases of the capital stock

derived from the acquisition of own shares referred to in article fifteen of these by-laws.

Decreases of the minimum fixed portion of the capital stock will be carried out by means of

a resolution adopted at an extraordinary shareholders' meeting and the consequent

amendment of these bylaws, complying in any cases, with the provisions set forth in Article

9 of the General Law of Commercial Companies (Ley General de Sociedades Mercantiles).

Decreases in the variable portion of the capital stock, except those derived from the

acquisition of own shares referred to in article fifteenth of these bylaws, may be carried out

by means of a resolution of the shareholders' meeting, with the only requirement of

notarizing the corresponding minutes before a notary public without the need to register the

respective public deed in the Public Registry of Commerce.

Decreases in the capital stock may be made carried out: (i) to cover losses; (ii) to reimburse

the shareholders or release them from unfulfilled payment obligations; (iii) as a consequence

of the acquisition of own shares, pursuant to article fifteenth of these by-laws, or (iv) in any

other case permitted under applicable law.

Capital decreases to cover losses will be made on a pro rata basis among all shareholders,

without the need to cancel shares, since such shares have no par value.

For decreases in the capital stock by means of reimbursement to the shareholders, the

reimbursement will be made on a pro rata basis among them; provided, however, that with

respect to decreases in the variable portion of the capital, the reimbursement may be made

in a different manner by means of resolution of the meeting. In any case, the reimbursement

price may not be less than the book value of the shares, according to the last balance sheet

approved by the general ordinary meeting before the capital decrease is resolved.

Except for decreases in the capital stock derived from the acquisition of own shares carried

out by the Company pursuant to article fifteenth of these bylaws, any decrease in the capital

stock must be registered in the registry book kept by the Company for such purpose.

ARTICLE THIRTEENTH. Without reducing the capital stock, the general extraordinary

meeting may resolve to redeem shares with distributable profits. The redemption will be

carried out, at per election of the general extraordinary meeting:

I. On a pro rata basis among all the shareholders, so that, after redemption, they have the

same percentages with respect to the capital stock held by them prior to the redemption.

II. By means of the acquisition of own shares in the stock exchange, according to the

system, prices, terms and other conditions resolved by the meeting for such effects, or by

delegation thereof, the Board of Directors.

Only fully paid-up shares may be redeemed.

Redeemed shares will be cancelled and the corresponding certificates will have to be

cancelled.

ARTICLE FOURTEENTH. The Company may issue unsubscribed shares corresponding to

the variable portion, that will be kept in the treasury of the company, to be delivered upon

subscription and payment.

Likewise, the Company may issue unsubscribed shares, even corresponding to the

minimum fixed portion of the capital stock, which will be kept in the treasury to be subscribed

by the public investor, provided that the following conditions are met:

I. That the general extraordinary shareholders' meeting approves the maximum amount of

the capital stock increase and the conditions under which the corresponding share issuance

must be carried out.

II. That the subscription of the issued shares be carried out by means of a public offer, prior

registration in the National Registry of Securities (Registro Nacional de Valores), in both

cases complying with the provisions set forth in the Securities Market Law (Ley del Mercado

de Valores) and other general provisions deriving therefrom.

III. That the amount of the subscribed and paid-in capital be announced when disclosing the

authorized capital represented by the issued and unsubscribed shares.

With respect to the subscription of shares representing capital increases by means of a

public offering, the preemptive right referred to in article 132 of the General Law of

Commercial Companies (Ley General de Sociedades Mercantiles) and article eleventh of

these by-laws will not be applicable.

ARTICLE FIFTEENTH. In accordance with article 56 of the Securities Market Law (Ley del

Mercado de Valores), the Company may acquire shares representing its capital stock or

securities representing such shares, without the prohibition set forth in first paragraph of

article 134 of the General Law of Commercial Companies (Ley General de Sociedades

Mercantiles) being applicable, provided that:

I. The acquisition is made in a national stock exchange where they are listed.

II. The acquisition and, if applicable, the sale on the stock exchange, is carried out at market

price, except in the case of public offerings or auctions authorized by the National Banking

and Securities Commission (Comisión Nacional Bancaria y de Valores).

III. The acquisition is made with charge to the equity capital, in which case the Company

may keep possession thereof without the need to carry out a capital stock reduction, or with

charge to the capital stock, in which case they will be converted into unsubscribed shares

to be kept in the company's treasury, without the need of a resolution of the shareholders'

meeting. In any case, the Company will announce the amount of the subscribed and paid-

in capital when the authorized capital is disclosed in accordance with paragraph I of article

fourteenth above.

IV. The general ordinary shareholders' meeting expressly agrees, for each year, the

maximum amount of funds that may be allocated to purchase own shares or securities

representing such shares, with the only limitation that the sum of the funds that may be

allocated for such purpose, in no case may exceed the total balance of the net profits of the

Company, including withheld profits.

V. The Company is up to date in the payment of obligations derived from debt instruments

registered in the National Registry of Securities (Registro Nacional de Valores).

VI. The acquisition and disposal of shares or negotiable instruments representing such

shares may not, in any case, result in exceeding the percentages referred to in article 54 of

the Securities Market Law (Ley del Mercado de Valores), nor in failure to comply with the

stock exchange listing requirements on which such securities are listed.

The Company's own shares and the negotiable instruments representing such shares

belonging to the Company, or, if applicable, the unsubscribed issued shares kept in the

company's treasury, may be placed among the public investor, without requiring a resolution

of the shareholders' meeting or Board of Directors. For purposes of this paragraph, the

provisions of article 132 of the General Law of Commercial Companies (Ley General de

Sociedades Mercantiles) will not be applicable.

As long as the shares belong to the Company, such shares may not be represented or voted

in any type of shareholders' meeting, nor may social or economic rights of any kind be

exercised.

ARTICLE SIXTEENTH. In the event of cancellation of the registration of the shares of the

Company in the National Registry of Securities (Registro Nacional de Valores), either at per

request of the Company itself, by resolution adopted at an general extraordinary

shareholders' meeting, or by mandate of the National Banking and Securities Commission

(Comisión Nacional Bancaria y de Valores), the Company will be obliged to make a public

tender offer in accordance with the provisions set forth in article 108 of the Securities Market

Law (Ley del Mercado de Valores). Once the offer is made, the Company must contribute

to a trust, for a minimum period of 6 (six) months from the date of cancellation, the funds

necessary to acquire, at the same price of the offer, the shares of the investors not

participating in the offer.

The shareholder or group of shareholders having control of the Company will be subsidiarily

liable before the Company for compliance with the provisions of the preceding paragraph.

The public tender offer will also comply with the terms and conditions set forth in articles 96,

97, 98, fractions I and II, and 101 of the Securities Market Law (Ley del Mercado de Valores).

ARTICLE SEVENTEENTH. Without prejudice to the provisions set forth in the Securities

Market Law (Ley del Mercado de Valores) and the general provisions issued by the National

Banking and Securities Commission (Comisión Nacional Bancaria y de Valores), in the

cases provided for therein, acquisitions of shares and rights over shares of the Company

will be subject to the following:

I. The prior authorization of the Board of Directors will be required, as indicated below, for

(i) any person, individually or jointly, with one or more related persons, to acquire, by any

means or tittle, shares or rights over shares, as a result of which it reaches a participation,

individually or jointly with one or several related persons, equal to or greater than 10% (ten

percent) of the capital stock of the Company or multiples of such percentage, whether such

acquisition is carried out by means of one or several simultaneous or successive

transactions, within or outside the stock exchanges, directly or indirectly (ii) any competitor,

individually or jointly with one or several related persons, acquires, by any means or title,

shares or rights over Shares, as a result of which it achieves a holding of shares which,

individually or jointly, with one or several related persons, is equal to or greater than 5% (five

percent) of the capital stock of the Company or multiples of such percentage, whether such

acquisition is carried out by means of one or several simultaneous or successive

transactions, within or outside stock exchanges, directly or indirectly. For purposes of this

article, "related person" will mean (a) the spouse, common-law wife or common-law

husband, and persons who are related by blood, affinity or civil relation to the person

concerned up to the fourth degree; (b) legal entities which are controlled by the person

concerned, or by any of the persons referred to in subparagraph (a) above; (c) subsidiaries

or affiliates of the person concerned, or any other legal entity which is part of the business

group or consortium to which the person concerned belongs; or (d) which has the factual

capacity to influence or is under the influence of the person concerned.

II. For purposes of the above, the person who intends to make any of the acquisitions

referred to in the preceding paragraph, jointly with the related person(s), if any, must submit,

before the intended acquisition, a request for written authorization from the Board of

Directors, which must be addressed and delivered to the Chairman of the Board of Directors

at the offices of the Company or the Secretary of the Board of Directors, as indicated in the

last call for the shareholders' meeting. Such application must contain all the elements related

to the intended acquisition, but at least the following:

a) The identity of the person who intends to make the acquisition (and, if applicable, of the

related person(s)); provided, however, that if it is a legal entity, the identity of the person or

persons who control, directly or indirectly, such legal entity must be specified, until the

individuals who have any right, interest or participation of any nature in the legal entity are

identified.

b) The number and class or series of shares in respect of which the person concerned (and,

where applicable, the related person(s)), directly or indirectly: (i) is an owner or co-owner; or

(ii) has, shares, or has any right, whether by contract or otherwise.

c) The number and class or series of shares that the person concerned (and, where

appropriate, the related person or persons) intends to acquire, or in respect of which he

intends to obtain rights.

d) The grounds and purposes of the intended acquisition, mentioning in particular whether

it has the purpose of acquiring or being holder, directly or indirectly, of (i) shares (or rights

over shares) in addition to those referred to in the application; (ii) a shareholding equal to or

greater than 20% (twenty percent) of the capital stock of the Company; or (iii) control of the

Company.

e) If a competitor; the mention if a kinship relation with a competitor exists; or if any direct

or indirect economic relation with a competitor exists, or any interest or participation, in the

capital stock or management of a competitor.

f) The origin of the resources by means of which the acquisition is intended to be made.

g) A domicile in Mexico, to receive notifications and communications regarding the

application. - The Board of Directors may waive any of the above requirements.

III. Within 15 (fifteen) days following the date on which the request for authorization referred

to in item II above was received, the Chairman of the Board of Directors, or, at his request,

the Secretary or Alternate Secretary, will call, under the terms and conditions set forth in

these bylaws, to hold a Board of Directors’ meeting, to be held within 30 (thirty) days

following the date of receipt of the referred request, in order to discuss and resolve on the

request for authorization itself.

The members of the Board of Directors must cast votes their votes in accordance with Article

29 of the Securities Market Law (Ley del Mercado de Valores), seeking creation of value in

benefit of the Company, without favoring a particular shareholder or group of shareholders,

so they must act diligently by adopting reasoned resolutions and complying with their duty

of loyalty and diligence established in the Securities Market Law (Ley del Mercado de

Valores).

IV. Except as provided in paragraphs V and VI of this article, the Board of Directors will

decide on any application for authorization no later than 60 (sixty) days after the date on

which such application is submitted to the corresponding meeting.

V. The Board of Directors may request from the person who intends to make the acquisition

additional documentation and the clarifications considered necessary to resolve on the

application for authorization submitted; provided, however, that such request must be made

within 10 (ten) days following the date on which the application was submitted to the

corresponding Board meeting. In this case, the period of 60 (sixty) days provided for in

section IV above, will commence to elapse as soon as the interested party makes or delivers,

as the case may be, the clarifications or additional documentation required by the Board of

Directors.

VI. If, after the submission to the Board of Directors of the request for acquisition of shares,

another interested person(s) appear to acquire the Shares subject matter of the request, the

Board of Directors may extend the 60 (sixty) day period set forth in number IV above, for an

additional period of up to 30 (thirty) days, to resolve on the original application, in order to

allow the development of a competitive offering process in benefit of the shareholders. The

foregoing, in the understanding that, in any case, the total term that the Board of Directors

will have to resolve on each request for acquisition of shares submitted will not exceed 90

(ninety) days counted from the date of submission of the respective request.

VII. In order for a Board of Directors' meeting to be considered legally installed, on first or

subsequent call, to resolve on all matters related to any request for authorization referred to

in this article, the attendance of at least three quarters of its proprietary members, or their

respective alternates, will be required. Resolutions in this regard will be valid when adopted

by majority of the members of the Board of Directors. The Board of Directors' meetings

called to resolve on the above-mentioned requests for authorization will discuss and adopt

resolutions only in relation to the request for authorization referred to in this article.

VIII. In order to decide on the request for authorization to acquire shares, the Board of

Directors may request the opinion of the Corporate Practices Committee, if deemed

appropriate.

IX. In the assessment of the requests for authorization referred to in this article, the Board

of Directors will take into account the factors they deem pertinent, including, but not limited

to, factors of a financial, economic, market and business nature; the continuity or change in

the strategic vision of the Company; the characteristics of the person(s) who intend to

acquire shares, such as whether they are a competitor or not, and their moral and economic

solvency; the origin of the resources that the possible acquirer intends to use to perfect the

acquisition; and the possible conflicts of interest. In any case, the Board must (i) consider

the criteria that is in the best interest of the Company, its operations and the long-term vision

of the activities of the Company and its subsidiaries, and (ii) act in such a way that the control

takeover of the Company is not absolutely restricted.

In the event that the Board of Directors decides to deny the authorization, it will justify its

determination and will indicate, if appropriate, the requirements and/or bases on which the

authorization could be granted.

X. The Company will not allow the exercise of corporate rights of the Shares whose

acquisition, as a requirement, has not been authorized by the Board of Directors in

accordance with the provisions set forth in this article.

XI. The authorizations granted by the Board of Directors in accordance with the provisions

set forth in this article will have no effect if the information serving as basis of the granting

of such authorizations is not true, incomplete or incorrect.

XII. The authorizations referred to in this article (i) will entitle the recipient to acquire the

shares in question in the maximum amount or percentage indicated in the corresponding

authorization, and (ii) may establish a determined effective period of the authorization.

Unless otherwise indicated, authorizations will be non-transferable.

XIII. The Board of Directors will be empowered to determine whether any person is acting

jointly or in concert with one or more persons, for the purposes set forth in this article, either

due that they are related persons or considering any situation of fact or law of which they

are aware. If so determined, all persons concerned will be deemed as one person for

purposes of this article.

XIV. The authorization requirement provided for in this article will not be applicable to:

a) Acquisitions of shares made by means of inheritance or legacy.

b) Increase in the percentage of participation of any shareholder of the Company as a

consequence of the redemption or cancellation of outstanding shares.

c) Increases in the percentage of participation of any shareholder of the Company, which,

as the case may be, results from the subscription of shares issued by capital increase, made

by such shareholder on a pro rata basis to the number of shares held before such increase.

d) The acquisitions of shares as a consequence of the merger of the Company.

e) Acquisitions of shares by the Company or its subsidiaries, or by trusts incorporated by

the Company or subsidiaries thereof.

f) Acquisitions of shares by (i) the person(s) having control of the Company; (ii) any legal

entity under control of the person(s) referred to in (i) above; (iii) inheritance of assets by the

person(s) set forth in item (i) above; and (iv) by the ascendants or descendants in a straight

line of the person(s) referred to in (i) above.

g) Acquisitions expressly exempted by means of a resolution adopted by the Board of

Directors or the general extraordinary shareholders' meeting, in accordance with these

bylaws.

ARTICLE EIGHTEENTH. Notwithstanding the provisions set forth in article seventeenth

above, the acquisitions of shares representing the capital stock of the Company or

negotiable instruments representing them, will be subject to the provisions of forced public

tender offers and disclosure set forth in articles 98 to 103 and 109 to 112 of the Securities

Market Law (Ley del Mercado de Valores), as well as in the general provisions issued by

the National Banking and Securities Commission (Comisión Nacional Bancaria y de

Valores).

ARTICLE NINETEENTH. Subsidiaries of the Company or legal entities controlled by the

Company may not acquire, directly or indirectly, shares representing the capital stock of the

Company, or of any other company with respect to which the Company is its subsidiary.

CHAPTER THREE

SHAREHOLDERS' MEETINGS AND RIGHTS OF SHAREHOLDERS

ARTICLE TWENTIETH. The general shareholders' meeting is the supreme corporate body

of the Company and its resolutions will be binding on all shareholders, even those absent or

dissenting. Shareholders' meetings will be general or special. General meetings may be

ordinary or extraordinary. Extraordinary meetings will be those called to resolve (i) any of

the matters set forth in article 182 of the General Law of Commercial Companies (Ley

General de Sociedades Mercantiles); (ii) the spin-off of the Company; (iii) the issuance of

shares other than ordinary shares; (iv) the redemption of shares with distributable profits

referred to in article thirteenth of these bylaws, (vi) the cancellation of the registration of the

shares of the Company and other securities representing them in the National Registry of

Securities (Registro Nacional de Valores) and in the national or foreign stock exchanges

where they are registered, except for listing systems or other non-organized markets like

stock exchanges; (vii) the authorization for the acquisition of shares of the Company referred

to in article seventeenth of these by-laws; and (viii) all other matters for which the law or

these by-laws require a special quorum. Ordinary meetings will be those called to resolve

on any of the matters set forth in article 181 of the General Law of Commercial Companies

(Ley General de Sociedades Mercantiles) and any of the other matters not reserved to

extraordinary meetings. Special meetings will be those held to discuss matters affecting

those of only one class of shares.

With respect to general shareholders' meetings, only fully subscribed and paid voting shares

will have the right to vote, in the understanding that each voting share will confer one vote.

ARTICLE TWENTY-ONE. Calls for shareholders' meetings will be made by the Board of

Directors, by the Audit Committee or by the Corporate Practices Committee, when deemed

convenient, or when required to make such calls, in accordance with the applicable

provisions set forth in the Securities Market Law (Ley del Mercado de Valores) and the

General Law of Commercial Companies (Ley General de Sociedades Mercantiles). In any

case, shareholders with voting rights, even if limited or restricted, that individually or jointly

represent at least 10% (ten percent) of the capital stock, may request the Board of Directors,

the Audit Committee or the Corporate Practices Committees, to call for a general

shareholders' meeting to resolve on matters specified in their request pursuant to Article 184

of the General Law of Commercial Companies (Ley General de Sociedades Mercantiles),

without the percentage indicated in the same legal provision being applicable. If the Board

of Directors or the requested Committee refuses to make the call for a meeting or does not

make such call within 15 (fifteen) days after receiving the request, the shareholders may

request such call from the competent judge of the corporate domicile of the Company.

Any shareholder holding an ordinary share may request for a call to hold a general

shareholders' meeting in accordance with the terms and conditions set forth in article 185 of

the General Law of Commercial Companies (Ley General de Sociedades Mercantiles) and

article 25 of the Securities Market Law (Ley del Mercado de Valores).

Calls for ordinary or extraordinary shareholders' meetings must be published in the

electronic system determined by the Ministry of Economy (Secretaría de Economía) (to

which the shareholders consider it as official newspaper of the corporate domicile), or

absence thereof, in the Official Gazette of the Federation (Diario Oficial de la Federación)

(to which the shareholders consider it as official newspaper of the corporate domicile) or in

a newspaper of national circulation, at least 15 (fifteen) days prior to the date set to hold

such Meeting. Calls will contain the meeting agenda and must be signed by the person(s)

who make such calls; provided, however, that if they are made by the Board of Directors,

the Audit Committee or the Corporate Practices Committee, the signature of the Chairman,

the Secretary, or the delegate designated by the corporate body in question will be sufficient.

Except in the event of acts of God or force majeure, meetings will be held at the corporate

domicile of the company, without this requirement they will be null and void.

ARTICLE TWENTY-TWO. Only persons registered as shareholders in the stock registry

book, as well as those who prove their ownership of shares through certificates issued by

an institution for the deposit of securities, complemented by the list of holders prepared by

the depositors, will have the right to appear or be represented at shareholders' meetings.

The members of the Board of Directors, the Chief Executive Officer and the external auditor

may attend to the shareholders' meetings of the company.

ARTICLE TWENTY-THREE. The shareholders may be represented at meetings by the

person(s) they appoint for such purposes by means of a proxy letter signed before two

witnesses or by means of a form prepared by the Company, in which the corporate name of

the Company is clearly indicated, as well as the respective meeting agenda, containing

sufficient space to include instructions indicated by the grantor for the exercise of the power

of attorney. The Company will make available to the shareholders, by means of underwriters

or the Company itself, at least 15 (fifteen) calendar days prior to the date of the respective

meeting, the referred proxy letter forms.

The Secretary or Alternate Secretary of the Board of Directors will be obliged to ensure that

the provisions of the previous paragraph are observed, and to inform the meeting about

such circumstance, which will be recorded in the respective minutes.

The members of the Board of Directors may not represent any shareholder at shareholders'

meetings, nor vote the shares they hold in the deliberations related to their liability, or in

those matters related with the approval of the reports referred to in Articles 166, section IV,

and 172 of the General Law of Commercial Companies (Ley General de Sociedades

Mercantiles).

ARTICLE TWENTY-FOUR. The meetings will be chaired by the Chairman of the Board of

Directors and, in his absence, by the person designated by majority of votes of the

shareholders present.

The person holding such position on the Board of Directors will act as Secretary at the

shareholders' meetings and, in the absence of the latter, the Alternate Secretary or, in

absence of Secretary, the person designated for such purposes by majority of votes of the

shareholders present.

The Chairman will appoint two tellers from among the attendees in order to count the shares

represented thereat, to determine the existence of a quorum and, if applicable, to count the

votes cast. Voting at all general shareholders' meetings will be economic, unless, upon

proposal of a shareholder, the meeting resolves by majority of votes cast, through voting

cards.

Shareholders' meetings minutes will be prepared by the person acting as Secretary of the

meeting, will be transcribed in the book that the Company will keep for such purposes, and

will be signed by the persons acting as Chairman and Secretary of the Meeting.

ARTICLE TWENTY-FIVE. General ordinary shareholders' meetings will be held when called

to resolve on matters within its competence, but at least once a year, within the four months

following the close of each fiscal year.

In addition to the matters to be included in the meeting agenda, shareholders' meeting will:

I. Discuss, approve or modify, and resolve on the issues related to reports and opinions

submitted by the Board of Directors referred to in Article 28, section IV, of the Securities

Market Law (Ley del Mercado de Valores).

II. To resolve on the application of profits, if any, in accordance with the provisions set forth

in article fifty-second of these bylaws.

III. Appoint members of the Board of Directors and the Chairmen of the Audit and Corporate

Practices Committees.

IV. Determine emoluments of the members of the Board of Directors.

V. If applicable, establish the maximum amount of funds that may be allocated to the

purchase of own shares.

The general ordinary shareholders' meeting, in addition to the provisions set forth in the

General Law of Commercial Companies (Ley General de Sociedades Mercantiles), will meet

to approve the transactions that the Company or its controlled entities, intend to carry out

within a period of one fiscal year, when such transactions represent 20% (twenty percent)

or more of the consolidated assets of the Company based on amounts corresponding to the

closing of the immediately preceding quarter, regardless of the means through which they

are executed, whether in simultaneous or successive transactions, but that due to their

characteristics may be considered as a single transaction. At such meetings, shareholders

with voting rights, including limited or restricted voting rights, will be able to vote.

General extraordinary shareholders' meetings will be held whenever called to resolve on

any of the matters within its competence.

Special shareholders' meetings will be held in the cases set forth in Article 195 of the General

Law of Commercial Companies (Ley General de Sociedades Mercantiles).

ARTICLE TWENTY-SIX. In order for an ordinary shareholders' meeting to be considered

legally installed on first call, at least half of the capital stock must be represented, and its

resolutions will be valid when adopted by majority of the votes of the shares represented

thereat. In case of second or subsequent calls, ordinary shareholders' meetings may be

validly held regardless of the number of shares represented, and resolutions will be valid

when adopted by majority of votes of the shares represented thereat.

ARTICLE TWENTY-SEVEN. In order for an extraordinary shareholders' meeting to be

considered legally installed on first or subsequent call, at least three quarters of the capital

stock must be represented, and its resolutions will be valid when adopted by the vote in the

same direction of at least half of the shares representing the capital stock. In case of second

or subsequent calls, extraordinary meetings will be validly held if at least half of the capital

stock is represented thereat, and resolutions will be valid if adopted by the vote in the same

direction of at least half of the shares representing the capital stock.

The favorable vote of the shares, with or without voting rights, representing 95% (ninety-five

percent) of the capital stock of the Company, will be required to resolve on filing request

before the National Banking and Securities Commission (Comisión Nacional Bancaria y de

Valores) to cancel the registration of the shares representing the capital stock of the

Company in the National Registry of Securities (Registro Nacional de Valores).

ARTICLE TWENTY-EIGHT. For special meetings, the same rules set forth in this chapter

for general extraordinary meetings will be applicable, but referring to the special category of

shares in question.

ARTICLE TWENTY-NINE. With respect to special meetings, the same rules set forth in

article twenty-third above for general extraordinary meetings will apply, but referring to the

special category of shares in question.

The resolutions adopted by special meetings will only bind the shareholders of the series to

which they correspond.

ARTICLE THIRTIETH. Without prejudice to the provisions set forth in the applicable laws

and these bylaws, the shareholders of the Company will be vested with the following rights:

I. To have at their disposal, at the offices of the Company or office of the Secretary of the

Board of Directors indicated in the call for such shareholders' meeting, the information and

documents related to each of the matters contained in the agenda of the corresponding

meeting, free of charge and at least 15 (fifteen) calendar days prior to the date set to hold

such meeting.

II. No general matters or matters without reference may resolved at general shareholders'

meetings.

III. Enter into agreements between them, in accordance with the provisions set forth in

Articles 16, Section VI, and 49, Section IV of the Securities Market Law (Ley del Mercado

de Valores), that will be notified to the Company within 5 (five) business days following its

execution, for its disclosure to the public investor by means of the stock exchanges where

the Company is listed. The foregoing, in the understanding that such agreements will not

be opposable to the Company and their compliance will not affect the validity of votes at

shareholders' meetings, and will be effective between the parties once they are disclosed to

the public investor.

ARTICLE THIRTY-ONE. Each shareholder or their representatives will have the right to one

vote per share at shareholders' meetings.

Shareholders with voting rights, even if limited or restricted, that individually or jointly

represent at least 10% (ten percent) of the capital stock, may request that voting with respect

to matters of which no sufficient information is available be adjourned for 3 (three) calendar

days, without the need to make a new call. This right may be exercised only once for the

same matter.

Shareholders with voting rights, even limited or restricted, that individually or jointly

represent at least 20% (twenty percent) of the capital stock, may judicially challenge

resolutions of general meetings, with respect of which they are entitled to voting rights,

provided that the requirements set forth in Article 201 of the General Law of Commercial

Companies (Ley General de Sociedades Mercantiles) are met, except for the percentage,

and article 202 of the same law will also be applicable.

ARTICLE THIRTY-TWO. The shareholders of the Company, when exercising voting rights,

must comply with the provisions set forth in article 196 of the General Law of Commercial

Companies (Ley General de Sociedades Mercantiles). For this purpose, unless having

evidence to the contrary, it will be deemed that a shareholder has an interest contrary to the

interests of the Company or its controlled entities in a given transaction, when maintaining

control of the Company votes in favor of, or against, the execution of transactions, obtaining

benefits excluding other shareholders or the Company or its controlled entities.

Actions against shareholders who breach the provisions set forth in the previous paragraph

will be exercised in accordance with article 38 of the Securities Market Law (Ley del Mercado

de Valores).

ARTICLE THIRTY-THREE. In accordance with the provisions set forth in paragraph of

article 178 of the General Law of Commercial Companies (Ley General de Sociedades

Mercantiles), resolutions adopted in lieu of a meeting, by unanimity of votes of the

shareholders representing all the voting shares or special series of shares in question, if

any, will have the same validity for all legal purposes as adopted at a general or special

meeting, respectively, provided that the shareholders confirm such resolutions in writing.

The document containing the written confirmation will be sent to the Secretary or the

Alternate Secretary of the Board of Directors, who will transcribe the respective resolutions

in the corresponding meeting minutes book, and will indicate that such resolutions were

adopted in accordance with these bylaws.

CHAPTER FOUR

ADMINISTRATION AND SURVEILLANCE OF THE COMPANY

ARTICLE THIRTY-FOUR. The administration of the Company will be entrusted to a Board

of Directors and a General Manager, within the scope of their respective competences.

The Board of Directors will be composed of a number of proprietary members determined

by the general ordinary shareholders' meeting, up to a maximum of 21 (twenty-one), of which

at least 25% (twenty-five percent) must be independent, in accordance with the provisions

set forth in article 24 of the Securities Market Law (Ley del Mercado de Valores). For each

proprietary member, a respective alternate may be appointed; provided, however, that

alternates of independent board members must have the same capacity.

Board members will be appointed as follows:

I. Every shareholder or group of shareholders holding voting shares, even if limited or

restricted, which individually or jointly represent at least 10% (ten percent) of the capital

stock, will have the right to appoint a proprietary board member and, if applicable, his

respective alternate, at an general ordinary shareholders' meeting.

II. Once such minority appointments have been made, the general ordinary shareholders'

meeting will determine the total number of members that will comprise the Board of

Directors, and will appoint the remaining board members, by a simple majority of votes of

the voting shares present, without counting votes corresponding to shareholders that made

minority appointments.

The minority appointments referred to in paragraph I of this article may only be revoked by

the rest of the shareholders, when in turn the appointment of all other board member is

revoked, in which case the substituted individuals may not be appointed in that capacity,

during the 12 (twelve) months immediately following the date of revocation.

ARTICLE THIRTY-FIVE. The members of the Board of Directors may or may not be

shareholders. Under no circumstances may persons who held the position of external

auditor of the Company or any company member of the corporate group or consortium to

which it belongs, during the 12 (twelve) months immediately prior to the date of appointment,

be directors of the Company.

The independent board members and, if applicable, their respective alternates, must be

appointed due to their expertise, capacity and professional prestige, considering also that,

due to their characteristics, they can carry out their duties free of conflicts of interest and

without being subject to personal, patrimonial or economic interests. The persons referred

to in sections I to V of Article 26 of the Securities Market Law (Ley del Mercado de Valores)

will not be considered independent.

The general shareholders' meeting resolving on the appointment or designation of the Board

of Directors, or, if applicable, the meeting at which such appointments or ratifications are

informed, will qualify the independence of the board members.

Independent board members who during the term of their offices cease to have such

capacity must communicate such circumstance to the Board of Directors, at the latest on

the next meeting of such corporate body.

Board members will remain in office for the term for which they have been appointed, but

will continue to perform their duties until their replacements take office or, in absence thereof,

up to a term of 30 (thirty) days counted as from the end of the term for their designation or

date of their resignation, as the case may be; may be reelected and will receive the

remuneration determined by the general ordinary shareholders' meeting.

In the event of a vacancy, the Board of Directors, without the intervention of the

shareholders' meeting, may appoint one or more provisional board members. However, the

shareholders' meeting, at the meeting following to the appointment by the Board, must ratify

such appointments or designate substitute board members.

ARTICLE THIRTY-SIXTH. In case of absence of express designation by the meeting, the

Board of Directors, in the first meeting held immediately after the meeting in which it is

designated, will appoint the Chairman from among its members. Likewise, the Board of

Directors will appoint the Secretary and the Alternate Secretary, who will not be members

of the Board of Directors, and will be subject to the obligations and duties set forth in the

Securities Market Law (Ley del Mercado de Valores). The Board of Directors will also

appoint the persons who will occupy other positions to be created for the best performance

of their functions.

The Chairman will preside over the Board of Directors' meetings, and in the absence thereof,

the meetings will be chaired by one of the members of the Board, who will be appointed by

majority of votes of the members present. The Chairman of the Board of Directors will be,

by the mere fact of his appointment, the delegate of the Board for the fulfillment of its

resolutions, without the need for any other special resolution.

Copies or records of the minutes of the Board meetings and shareholders' meetings, as well

as entries contained in the corporate books and records and, in general, of any document

in the Company's archive, may be authorized and certified by the Secretary or the Alternate

Secretary of the Board of Directors, who will also be permanent delegates to attend before

the notary public of their choice to notarize the minutes of the Board of Directors' meetings

and the Shareholders' Meetings, as well as to grant the powers of attorney granted by the

Board. Likewise, the Secretary or the Alternate Secretary will be in charge of preparing and

transcribing in the respective books, the shareholders' meetings and Board of Directors'

meeting minutes, as well as of issuing certificates thereof, and with respect to appointments,

signatures and powers and authorities of officers and attorneys-in-fact of the Company.

ARTICLE THIRTY-SEVEN. The Board of Directors will meet at least in four occasions during

each fiscal year.

With respect to meetings whose dates have been set by the Board of Directors at the first

meeting held in each fiscal year, which have been notified to all the board members in a

reliable manner, the board members must be personally called by the Chairman or the

Secretary or Alternate Secretary of the Board, by means of a notice sent by mail, courier or

any other means ensuring its reception, at least 5 (five) days before the date set for such

meeting. These calls must contain the meeting agenda and must indicate the place, date

and time set to hold such meeting.

Additionally, the Chairmen of the Audit and Corporate Practices Committees, as well as 25%

(twenty-five percent) of the board members may call for a Board meeting, and insert the

matters they deem convenient in the meeting agenda.

The external auditor of the Company may be called to attend to a Board of Directors'

meeting, as a guest, being able to deliberate without having voting rights, and must abstain

from being present for those matters on the agenda that cause him conflict of interest or

which may compromise his independence.

The Board of Directors may validly meet at any time, without prior notice, if all the proprietary

members are present.

The Board of Directors' meetings will be held at the corporate domicile of the Company, or

in any other place deemed appropriate by the Board of Directors.

ARTICLE THIRTY-EIGHT. The Board of Directors will resolve on the following matters:

I. Establish the general strategies for the conduct of the affairs of the Company and its

subsidiaries.

II. Surveil the management and conduct of the Company and its subsidiaries, considering

the relevance of the latter in the financial, administrative and legal situation of the Company,

as well as the performance of the relevant executives.

III. Approve, previous opinion of the Committee competent on the matter:

a) The policies and guidelines for the use and benefit of the assets that comprise the estate

of the Company and its subsidiaries, by related persons.

b) Transactions, individually, pretended to by entered with related persons, by Company or

its subsidiaries.

The following transactions will not require the approval of the Board of Directors, provided

that they comply with the policies and guidelines approved by the Board:

1. Transactions that, due to their amount, are not relevant for the Company or its

subsidiaries.

2. Transactions between the Company and its subsidiaries or affiliates, or between any of

them, provided that:

i) Are in the ordinary or normal course of business.

ii) Are considered to be made at market prices or supported by valuations made by external

specialist agents.

3. Transactions carried out with employees, provided that they are performed under the

same conditions as with any client, or as a result of general employment benefits.

c) Transactions executed, either simultaneously or successively, that due to their

characteristics can be considered as a single transaction that are intended to be carried out

by the Company or its subsidiaries, within a period of one fiscal year, when they are unusual

or non-recurring, or their amount represents, based on amounts corresponding to the closing

of the immediately preceding quarter in any of the following cases:

1. The acquisition or disposal of assets with a value equal to or greater than five percent of

the consolidated assets of the Company.

2. The granting of guarantees or the assumption of liabilities for a total amount equal to or

greater than five percent of the consolidated assets of the Company.

Investments in debt securities or banking instruments are excepted, provided they are made

in accordance with the policies approved by the Board.

d) The appointment, election and, if applicable, dismissal of the Chief Executive Officer of

the Company and his full compensation, as well as policies for the appointment and full

compensation of other relevant executives, including the establishment of long-term

incentive plans.

e) The appointment and removal of the members of the Audit and the Corporate Practices

Committee and any other Committees established by the Board.

f) Proposals to the shareholders' meeting regarding dividend policies and the allocation of

profits.

g) Policies for granting loans or any type of credit or guarantees to related persons.

h) Make recommendation and policies on acquisition and relocation of own shares.

i) Grant waivers so that a board member, relevant executive or person with power of

command, take advantage of business opportunities for themselves or in favor of third

parties, that correspond to the Company or its subsidiaries or affiliates. The waivers for

transactions which amount is less than the amount set forth in subparagraph c) of this

section may be delegated to the Corporate Practices Committee.

j) The guidelines for internal control and internal audit matters of the Company and its

subsidiaries.

k) The accounting policies of the Company, in accordance with the accounting principles

recognized or issued by the National Banking and Securities Commission (Comisión

Nacional Bancaria y de Valores) through general provisions.

l) The financial statements of the Company.

m) The hiring of the legal entity that will provide the external audit services and, if applicable,

additional or complementary services to those of the external audit. When the

determinations of the Board of Directors are not in accordance with the opinions provided

by the corresponding Committee, the mentioned Committee must instruct the Chief

Executive Officer to disclose such circumstance to the public investor, through the stock

exchange where the shares of the Company are listed.

IV. Submit to the General Shareholders' Meeting to be held due to the closing of the fiscal

year:

a) The annual reports of the Audit Committee and the Corporate Practices Committee

b) The annual report of the Chief Executive Officer, accompanied by the report of the

external auditor.

c) The opinion of the Board of Directors on the content of the report of the Chief Executive

Officer referred to in the previous subparagraph.

d) The report referred to in article 172, subparagraph b) of the General Law of Commercial

Companies (Ley General de Sociedades Mercantiles), containing the main accounting and

information policies and criteria followed in the preparation of the financial information.

e) The report on the operations and activities in which it has intervened, in accordance with

the provisions of the Securities Market Law (Ley del Mercado de Valores).

V. Follow up on the main risks to which the Company and its subsidiaries are exposed to,

which are identified based on the information presented by the Committees, the Chief

Executive Officer and the external auditor, as well as the accounting, internal control and

internal audit systems, record, file or information thereof, which may be carried out by means

of the Audit Committee.

VI. Approve the policies of information and communication with the shareholders and the

market, as well as with the relevant board members and executives.

VII. Determine the appropriate actions to correct the irregularities of which has knowledge,

and implement the corresponding corrective measures.

VIII. Establish the terms and conditions to which the Chief Executive Officer will conform in

the exercise of his powers of attorney for acts of ownership.

IX. Order the Chief Executive Officer to disclose to the public the relevant events of which

he was knowledge, without prejudice to the obligation of the Chief Executive Officer referred

to in article forty-two, number V, of these bylaws.

X. Any other set forth in the Securities Market Law (Ley del Mercado de Valores) or provided

for in these bylaws.

The Board of Directors will be in charge of the surveillance of compliance with the resolutions

of the shareholders' meeting, which it may carry out through the Audit Committee.

ARTICLE THIRTY-NINE. To carry out its functions, the Board of Directors will be vested

with the following powers and authorities:

I. Exercise the power of attorney for lawsuits and collections of the Company, granted with

all the general powers and special powers that require a special clause in accordance with

the Law, in accordance with the provisions set forth in first paragraph of article 2554 of the

Federal Civil Code (Código Civil Federal) and its correlatives of the civil codes of all the

States of the Republic; therefore, the Board of Directors will be empowered, without

limitation, to withdraw from the claims initiated, even in amparo proceedings; to settle; to

submit to arbitration; to answer and carry out interrogatories; to make assignments of assets;

to challenge judges; to receive payments; and to execute all acts expressly determined by

law, including representing the Company before judicial and administrative authorities,

criminal, civil or otherwise, with the power to file criminal complaints and grievances, to grant

pardons, to constitute itself as an offended party or assistant of the Public Prosecutor

(Ministerio Público), before labor authorities and courts and before the Ministry of Foreign

Affairs (Secretaría de Relaciones Exteriores) to enter into agreements with the Federal

Government, under the terms of the first and fourth paragraphs of article 27 of the

Constitution and its organic law; also, to represent the Company before the Labor Authorities

and Conciliation and Arbitration Boards (Juntas de Conciliación y Arbitraje), whether Local,

Special or Federal, in labor lawsuits, under the terms and for the purposes of articles 692,

686, 877 and others provisions ser forth in the Federal Labor Law (Ley Federal del Trabajo),

with powers to intervene in the conciliation stage, answer claims, make exceptions and

defenses, counterclaim, offer evidence, and in general, carry out any administrative and

judicial proceedings required by such labor procedures.

II. Power of attorney for acts of administration, in accordance with the second paragraph of

article 2554 of the Federal Civil Code (Código Civil Federal) and its correlatives of the civil

codes of all the States of the Republic; therefore, it will be empowered to freely appoint and

remove the chief executive officer and the general or special managers and other officers,

attorneys-in-fact, agents and employees of the Company, designating their powers,

obligations, working conditions, remunerations and performance bonds to be provided.

III. Power of attorney for acts of ownership in accordance with the second paragraph of

article 2554 of the Federal Civil Code (Código Civil Federal) and its correlative articles of the

civil codes of all the States of the Republic.

IV. Power of attorney to acquire and dispose shares and equity interests of other companies,

under the terms and conditions set forth in these bylaws.

V. Power of attorney to issue, subscribe, guarantee and in any other way negotiate all types

of negotiable instruments on behalf of the Company, under the terms of article 9 of the

General Law of Negotiable Instruments and Credit Transactions (Ley General de Títulos y

Operaciones de Crédito), and to designate the persons authorized to perform such acts.

VI. Power of attorney to open and cancel bank or investment accounts with any national or

foreign financial underwriter on behalf of the Company, as well as to make deposits and

dispose of such accounts, and to authorize and designate persons authorized to dispose of

such accounts.

VII. Power of attorney to call for General Ordinary and Extraordinary Shareholders'

Meetings, and Special Shareholders' Meetings, in all cases provided for in these bylaws, or

when deemed convenient and to execute its resolutions.

VIII. Power of attorney to formulate internal labor regulations.

IX. Power of attorney to appoint and remove the external auditors of the Company.

X. Power of attorney to establish branches and agencies of the Company in any part of the

Mexican Republic or abroad.

XI. Power of attorney to confer general or special powers and authorities, and to delegate

any of the above faculties, except for those matters whose exercise corresponds exclusively

to the Board of Directors by Law or pursuant to these bylaws, always reserving the exercise

of its powers, as well authority to revoke diverse power or powers granted by the Company

by means of the shareholders' meeting, the Board of Directors and/or any attorney in fact.

XII. Power of attorney to carry out all acts authorized by these bylaws or consequence

thereof, including the issuance of all kinds of opinions required under the Securities Market

Law (Ley del Mercado de Valores) and the general provisions issued by the National

Banking and Securities Commission (Comisión Nacional Bancaria y de Valores).

XIII. Power of attorney to authorize the acquisition of the own capital stock of the Company,

and their subsequent placement, under the terms of article fifteenth of these bylaws; as well

as to appoint for such purpose the person(s) responsible for the acquisition and placement

of own shares.

XIV. Power of attorney to form the Audit and Corporate Practices Committees referred to in

articles forty-six and forty-seven of these bylaws.

XV. Power of attorney to establish other committees as the Board of Directors deems

necessary for the performance of the operations of the Company, establishing the powers

and obligations of such committees and the manner of integration and appointment of their

members, as well as the rules governing their operation.

ARTICLE FORTIETH. In order for the Board of Directors' meetings to be considered legally

installed, the attendance of the majority of its members will be required, and its resolutions

will be valid, when adopted by majority of votes of the members present at the meeting. In

the event of a tie the Chairman of the Board will have casting vote.

Minutes corresponding to Board of Directors' meetings must be authorized by those who

served as Chairman and Secretary at the corresponding meeting, and will be registered in

a specific book that the Company will keep for such purposes.

In accordance with the last paragraph of article 143 of the General Law of Commercial

Companies (Ley General de Sociedades Mercantiles), the Board of Directors may adopt

resolutions in lieu of a meeting, provided that such resolutions are unanimously adopted by

all the proprietary members of the Board or, by their respective alternates, and that they are

confirmed in writing. The document containing the written confirmation must be sent to the

Secretary or the Alternate Secretary of the Company, who will transcribe the respective

resolutions in the corresponding minutes book, and will indicate that such resolutions were

adopted in accordance with these bylaws.

ARTICLE FORTY-ONE. The members of the Board of Directors will perform their duties

seeking creation of value in the benefit of the Company, without favoring any particular

shareholder or group of shareholders. To this effect, they must comply with the duties of

diligence and loyalty set forth in the Securities Market Law (Ley del Mercado de Valores),

being liable, under the terms of such law, for the damages and losses (daños y perjuicios)

caused to the Company or the legal entities it controls or in which it has a significant

influence, due to the acts in breach of such duties and to illegal acts incurred.

The members of the Board of Directors, as well as the Secretary and the Alternate Secretary

of the Board itself, must keep confidentiality in regards to the information and matters on

which they have knowledge by reason of their position in the Company, when such

information or matters, are not of public nature.

The members of the Board of Directors, as well as the Secretary and the Alternate Secretary

of the Board who have a conflict of interest in any matter must abstain from participating and

be present in the deliberation and voting on such matter, without affecting the quorum

required for the installation of such Board.

The board members will be jointly and severally liable with their predecessors for any

irregularities incurred by them, if having knowledge thereof, they do not communicate them

in writing to the Audit Committee and the external auditor. Likewise, such board members

will be obliged to inform the Audit Committee and the external auditor of all the irregularities

they may have knowledge during the exercise of their office, and that are related to the

Company or the legal entities that it controls or in which it has a significant influence.

If applicable, liability claims for acts carried out by the Members of the Board to the detriment

of the Company referred to in the previous paragraphs, may be executed in accordance with

the provisions set forth in articles 38 and 39 of the Securities Market Law (Ley del Mercado

de Valores).

The members of the Board of Directors will not incur in any liability, either individually or as

a whole, for any damages and losses (daños y perjuicios) caused to the Company or to the

legal entities it controls or in which it has significant influence, arising from acts they perform

or resolutions adopted by it, when by acting in good faith, any of the following events occur:

I. Compliance with the requirements set forth in the Securities Market Law (Ley del

Mercado de Valores) or by these bylaws for the approval of matters within the competence

of the Board of Directors or, if applicable, the Committees of which they are members.

II. Adopt decisions or vote at the Board of Directors' meetings or, as the case may be, the

Committees to which they belong, based on the information provided by relevant executives,

the external auditors or the independent experts, whose capacity and credibility do not give

rise to reasonable doubt.

III. Have selected the most appropriate alternative, to the best of their knowledge, or the

negative estate related effects were not foreseeable, in both cases, based on the information

available at the time adopting a decision.

IV. Compliance with the resolutions of the Shareholders' Meeting, as long as they do not

breach the law.

ARTICLE FORTY-TWO. The management, conduct and execution of the business of the

Company and its controlled legal entities, will be in charge of the Chief Executive Officer,

appointed by the Board of Directors, who will act in accordance with the strategies, policies

and guidelines approved by the Board.

The Chief Executive Officer, for the fulfillment of its functions, will have the broadest powers

and authorities to represent the Company in acts of administration and in lawsuits and

collections, including special powers that according to the law require a special clause.

With respect to acts of ownership, it must comply with the provisions set forth in article thirty

eight, number VIII of these bylaws. Specifically, the Chief Executive Officer will have the

powers and authorities referred to in numbers I, II, III, V, VI, VIII, X and XI of article thirty

nine of these bylaws, in addition to other faculties that may be conferred for such purposes

by the Board of Directors.

The Chief Executive Officer, without prejudice to the above, will:

I. Submit the business strategies of the Company and the legal entities it controls for the

approval of the Board of Directors, based on the information provided by the latter.

II. Comply resolutions adopted by the Shareholders' Meetings and the Board of Directors,

according to the instructions provided to that effect.

III. Propose to the Audit Committee the guidelines of the internal control and internal audit

system of the Company and the legal entities that it controls, as well as to execute the

guidelines approved by the Board of Directors of the Company.

IV. Subscribe the relevant information of the Company, together with the relevant managers

in charge of its preparation, in the area of their competence.

V. Disclose relevant information and events that must be disclosed to the public in

accordance with the provisions set forth in the Securities Market Law (Ley del Mercado de

Valores).

VI. Comply with the provisions related to the execution of transactions for the acquisition

and placement of own shares of the Company.

VII. Exercise, by itself or through an authorized representative, within the scope of its

competence or upon instruction of the Board of Directors, the corrective and liability actions

that may be appropriate.

VIII. Verify, if applicable, that the capital contributions are made by the shareholders.

IX. Comply with the legal and statutory requirements established with respect to dividends

paid to shareholders.

X. Ensure that the Company's accounting, registration, filing or information systems are duly

maintained.

XI. Prepare and submit to the Board of Directors the annual report referred to in article 172

of the General Law of Commercial Companies (Ley General de Sociedades Mercantiles),

with the exception of the provisions of subparagraph b) and the last paragraph of such legal

provision.

XII. Establish mechanisms and internal controls that verify that the acts and operations of

the Company and the legal entities that it controls, have been adhered to the applicable

legal provisions, as well as to follow up on the results of these mechanisms and internal

controls, and to adopt the necessary measures, as the case may be.

XIII. Exercise liability claims against related persons or third parties that presumably have

caused damage to the Company or the legal entities it controls or in which it has significant

influence, unless by determination of the Board of Directors of the Company and prior

opinion of the Audit Committee, the damage caused is not material.

XIV. Any other set forth in the Securities Market Law (Ley del Mercado de Valores) and

these bylaws. ARTICLE FORTY-THREE. In the exercise of its duties and activities, as well

as to fulfill its obligations, the Chief Executive Officer may rely on the relevant executives

appointed for such purpose, and on any other employee of the Company or any of its

controlled entities.

ARTICLE FORTY-FOUR. As with the members of the Board of Directors, the Chief

Executive Officer and other relevant executives will perform their duties seeking creation of

value in the benefit of the Company, without favoring a particular shareholder or group of

shareholders. Therefore, the provisions of article forty-one of these bylaws are applicable to

such officers, as applicable and in accordance with the provisions of article 46 of the

Securities Market Law (Ley del Mercado de Valores).

ARTICLE FORTY-FIVE. The surveillance of the management, conduction and execution of

the businesses of the Company and its controlled legal entities, considering the relevance

of the latter in the financial, administrative and legal situation of the Company, will be in

charge of the Board of Directors through the Audit and Corporate Practices Committees, as

well as by means of the Company's external auditors, each within the scope of their

respective competences, as set forth in these bylaws and in the Securities Market Law (Ley

del Mercado de Valores).

The Company will not be subject to the provisions set forth in article 91, section V of the

General Law of Commercial Companies (Ley General de Sociedades Mercantiles), nor with

articles 164 to 171, 172, last paragraph, 173 and 176 of such Law.

ARTICLE FORTY-SIX. The Company will have an Audit Committee composed exclusively

of independent board members, by a minimum of 3 (three) members, who will be appointed

by the Board of Directors upon proposal of the Chairman of the Board.

The Audit Committee, assisting the Board of Directors, will carry out the following

surveillance activities:

I. Give opinion to the Board of Directors on matters within its competence under the

Securities Market Law (Ley del Mercado de Valores).

II. Evaluate performance of the legal entity that provides external audit services, as well as

to analyze the opinion, feedback, reports or statements prepared and signed by the external

auditor. For this purpose, the Committee may require the presence of the aforementioned

auditor when it deems it appropriate, without prejudice to the fact that it must meet with the

latter at least once a year.

III. Discuss the financial statements of the Company with the persons responsible for their

preparation and review, and make recommendations to the Board of whether to approve

them or not.

IV. Inform the Board of Directors about the situation of the control and internal audit system

of the Company or the legal entities it controls, including any irregularities it may detect.

V. Prepare an opinion on the content of the annual report rendered by the Chief Executive

Director, referred to in article 28, section IV, subparagraph c) of the Securities Market Law

(Ley del Mercado de Valores), and to submit it to the Board of Directors for its subsequent

presentation to the Shareholders' Meeting, supported, among other elements, by the opinion

of the external auditor. Such opinion must include, at least:

a) Whether the accounting and reporting policies and criteria followed by the Company are

adequate and sufficient, taking into account the particular circumstances of the Company.

b) Whether such policies and criteria have been consistently applied in the information

presented by the Chief Executive Officer.

c) If as a result of subparagraphs a) and b) above, the information presented by the Chief

Executive Officer reasonably reflects the financial situation and results of the Company.

VI. Support the Board of Directors in the preparation of the reports referred to in article 28,

section IV, subparagraphs d) and e) of the Securities Market Law (Ley del Mercado de

Valores).

VII. Ensure the operations referred to in articles 28, section III and 47 of the Securities

Market Law (Ley del Mercado de Valores) are carried out in accordance with the provisions

set forth therein, as well as with the policies derived therefrom.

VIII. Request the opinion of independent experts in cases where it is deemed appropriate

for the adequate performance of its functions or when required by the Securities Market Law

(Ley del Mercado de Valores) or general provisions.

IX. Require the relevant executives and other employees of the Company or the legal entities

it controls, to submit reports on the preparation of financial information and of any other type

deemed necessary for the exercise of their functions.

X. Investigate possible breaches of which it has knowledge, to the operations, guidelines

and operation policies, internal control system and internal audit and accounting records,

either of the Company itself or the legal entities it controls, for which it must carry out an

examination of the documentation, records and other supporting evidences, to the degree

and extent necessary to carry out such surveillance.

XI. Receive observations made by shareholders, board members, relevant executives,

employees and, in general, any third party, with respect to the matters referred to in the

previous paragraph, as well as to carry out the actions that, at its opinion, are appropriate in

relation to such observations.

XII. Request periodic meetings with the relevant executives, as well as delivery of any type

of information related to the internal control and internal audit of the Company or its

controlled legal entities.

XIII. Inform the Board of Directors of any significant irregularities detected in the course of

its duties and, where appropriate, of any corrective actions adopted, or to propose actions

to be applied.

XIV. Call for shareholders' meetings and request the insertion of matters deemed

convenient in the meeting agenda.

XV. To ensure that the Chief Executive Officer complies with the resolutions of the

Shareholders' Meetings and the Board of Directors of the Company, in accordance with the

instructions, if any, given by the Meeting itself or by the referred Board.

XVI. Ensure that mechanisms and internal controls are established to verify that the acts and

operations of the Company and the legal entities it controls comply with the applicable

regulations, as well as to implement methodologies that make possible to review compliance

with the above.

XVII. Any other set forth in the Securities Market Law (Ley del Mercado de Valores) or these

bylaws, in accordance with the functions entrusted by such law.

The Chairman of the Audit Committee will be appointed and/or removed from its position

exclusively by the general ordinary shareholders' meeting; may not preside the Board of

Directors, and must be selected due to its expertise, for its recognized capacity and for its

professional prestige.

It will also prepare an annual report on the activities of this management body and submit it

to the Board of Directors. Such report will at least contemplate the aspects provided for in

article 43 of the Securities Market Law (Ley del Mercado de Valores). For the preparation of

the report referred to in the previous paragraph, as well as the opinions indicated in article

42 of the Securities Market Law (Ley del Mercado de Valores), the Audit Committee will

listen to the relevant executives; in the event of a difference of opinion with the latter, such

differences will be incorporated in the mentioned report and opinions.

ARTICLE FORTY-SEVEN. The Company will have a Corporate Practices Committee, that

will be integrated by a minimum of 3 (three) members, appointed by the Board of Directors

upon proposal of the Chairman of the Board. The Corporate Practices Committee must be

integrated exclusively with independent board members, except in the case that the

Company is controlled by a person or group of persons holding 50% (fifty percent) or more

of the capital stock, in which case it will be integrated by at least majority of independent

board members. The Corporate Practices Committee, assisting the Board of Directors, will

carry out the following surveillance activities:

I. Give opinion to the Board of Directors on matters within its competence under the

Securities Market Law (Ley del Mercado de Valores).

II. Request the opinion of independent experts in cases where it is deemed appropriate for

the adequate performance of its functions or when required by the Securities Market Law

(Ley del Mercado de Valores) or general provisions.

III. Call for shareholders' meetings and request the insertion of matters deemed convenient

in the meeting agenda.

IV. Support the Board of Directors in the preparation of the reports referred to in article 28,

section IV, subparagraphs d) and e) of the Securities Market Law (Ley del Mercado de

Valores).

V. Propose to the general ordinary shareholders' meeting candidates to occupy the

positions of members of the Board of Directors, as well as to determine, if applicable,

whether the candidates for board members meet the independence requirements

established by law.

VI. Any other set forth in the Securities Market Law (Ley del Mercado de Valores) or these

bylaws, in accordance with the functions entrusted by such law.

The Chairman of the Corporate Practices Committee will be appointed and/or removed from

its position exclusively by the general ordinary shareholders' meeting; may not preside the

Board of Directors, and must be selected for its expertise, for its recognized capacity and

for its professional prestige.

It will also prepare an annual report on the activities of this management body and submit it

to the Board of Directors. Such report will at least contemplate the aspects provided for in

article 43 of the Securities Market Law (Ley del Mercado de Valores). For the preparation of

the report referred to in the previous paragraph, as well as the opinions provided for in article

42 of the Securities Market Law (Ley del Mercado de Valores), the Corporate Practices

Committee will listen to the relevant executives, in the event of a difference of opinion with

the latter, such differences will be incorporated in the mentioned report and opinions.

ARTICLE FORTY-EIGHT. In addition to the Audit and Corporate Practices Committees, the

Board of Directors may establish such special committees as it deems necessary for the

development of the Company's operations, setting the powers and obligations of such

committees, indicating the number of members forming part thereof, and the form of their

appointment; provided, however, that such committees will not have authorities that

according to the law or these bylaws correspond specifically to the shareholders' meeting,

Board of Directors or other management bodies.

ARTICLE FORTY-NINE. None of the members of the Board of Directors, of the different

Committees of the Company, nor the Secretary or the Alternate Secretary, nor the Chief

Executive Director or the relevant executives will have the obligation to provide any

guarantee to ensure the fulfillment of their duties, unless the General Shareholders' Meeting

that appoints them resolves otherwise.

ARTICLE FIFTY. The Company is obliged to indemnify and hold harmless the members,

proprietary and alternates, and officers of the Board of Directors, the Audit Committee, the

Corporate Practices Committee, any other committees created by the Company, the

Secretary and the Alternate Secretary, in connection with the legal performance of their

duties, such as any claim, lawsuit, proceeding or investigation that is initiated in Mexico or

in any of the countries in which the Company's shares are registered or listed, other

securities issued on the basis of such shares or other fixed or variable income securities

issued by the Company itself, in which such persons may be parties in their capacity as

members of such management bodies, proprietary and alternates, and officers respectively,

including the payment of any damage or loss (daño y perjuicio) that may have been caused

and the amounts necessary to reach, if deemed appropriate, a settlement, as well as the

total fees and expenses of the legal counsel and other advisors that may be hired protect

interests of such persons in the aforementioned cases; provided, however, that the Board

of Directors will be the management body empowered to determine in the aforementioned

cases, whether it considers it convenient to hire the services of legal counsel and other

advisors other than those who are advising the Company in the corresponding case. The

foregoing will not be applicable with respect to liabilities resulting from fraudulent or bad faith

acts or derived from acts or omissions referred to in articles 34, 35 and 36 of the Securities

Market Law (Ley del Mercado de Valores).

CHAPTER FIVE

FISCAL YEAR

ARTICLE FIFTY-ONE. The fiscal year of the Company will coincide with the calendar year.

In the event that the Company enters into liquidation or is merged, its fiscal year will early

terminated on the date it enter into liquidation or is merged, and one fiscal year will be

deemed to have elapsed during all liquidation process of the Company, in accordance with

the applicable tax laws.

CHAPTER SIX

PROFITS AND LOSSES

ARTICLE FIFTY-TWO. From the net profits of each fiscal year, according to the financial

statements, the following allocations will be made by general shareholders' meeting:

I. 5% (five percent) to constitute, increase or if applicable, complete the legal reserve fund,

until said fund is equal to 20% (twenty percent) of the paid-in capital stock.

II. The amounts determined by the meeting to create or increase general or special

reserves.

III. The amount determined by the meeting to carry out acquisitions of own shares in

compliance with applicable legislation and these bylaws.

IV. The remainder will be applied as determined by the shareholders' meeting, including, if

applicable, the payment of dividends to the shareholders.

ARTICLE FIFTY-THREE. Losses, if any, will be reported by all shareholders, on a pro rata

basis to the number of their shares, and even for the amount of capital stock represented by

them.

CHAPTER SEVEN

DISSOLUTION AND LIQUIDATION

ARTICLE FIFTY-FOUR. The Company will be dissolved in any of the cases set forth in

Article 229 of the General Law of Commercial Companies (Ley General de Sociedades

Mercantiles).

ARTICLE FIFTY-FIVE. Upon dissolution, the Company will enter into liquidation. The

extraordinary shareholders' meeting will designate one or more liquidators who will have the

powers and authorities established by law or determined by the shareholders' meeting

designating them.

ARTICLE FIFTY-SIX. The liquidator or liquidators will carry out the liquidation in accordance

with the grounds that, in its case, the shareholders' meeting has determined, and, in absence

thereof, in accordance with the following provisions of the respective chapter of the General

Law of Commercial Companies (Ley General de Sociedades Mercantiles).

I. Will conclude the company's business affairs in the matter they deem convenient.

II. Will collect the credits and pay the debts by means of liquidating the assets of the

Company resulting necessary to sell for such purposes.

III. Will formulate the final liquidation balance.

IV. Once the final liquidation balance sheet is approved, they will distribute the remaining

company's assets among all their shareholders equally and on a pro rata basis to the number

of their shares and the amount paid by each of them.

During the liquidation, the shareholders' meetings will be held in the manner provided for in

these bylaws, and the liquidator or liquidators will perform functions equivalent to those that

would have corresponded to the Board of Directors and the Audit and Corporate Practices

Committees during the normal course of the Company.

CHAPTER EIGHT

APPLICABLE LAW AND JURISDICTION.

ARTICLE FIFTY-SEVENTH. In all matters not expressly provided for in these bylaws, the

provisions of the Securities Market Law (Ley del Mercado de Valores) will govern, and in all

matters not provided for such legal ordinance, the General Law on Commercial Companies

(Ley General de Sociedades Mercantiles), the commercial legislation and the general

provisions applicable to issuers issued by the National Banking and Securities Commission

(Comisión Nacional Bancaria y de Valores) will be applicable.

ARTICLE FIFTY-EIGHT. In the event of any dispute between the Company and its

shareholders, or between the shareholders for matters due to matters related with the

Company, the former and the latter expressly submit to the jurisdiction of the competent

courts of Mexico City, Federal District, expressly waiving any other jurisdiction by reason of

their present or future domiciles".