Exhibit (a)(ii)
                                                                  EXECUTION COPY

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                             Grupo TMM, S.A. de C.V.

                                       AND

                                 CITIBANK, N.A.,
                                  As Depositary

                                       AND

               HOLDERS AND BENEFICIAL OWNERS FROM TIME TO TIME OF
                      AMERICAN DEPOSITARY SHARES EVIDENCED
                                       BY
                          AMERICAN DEPOSITARY RECEIPTS

            --------------------------------------------------------
                          (Deposit Agreement for CPOs)
            --------------------------------------------------------

                          Dated as of December 26, 2001

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                                Table of Contents

                                                                            Page

                                    ARTICLE I
DEFINITIONS....................................................................2
   SECTION 1.01  Affiliate.....................................................2
   SECTION 1.02  American Depositary Shares; ADSs..............................2
   SECTION 1.03  Beneficial Owner..............................................2
   SECTION 1.04  Commission....................................................3
   SECTION 1.05  Common Representative.........................................3
   SECTION 1.06  Company.......................................................3
   SECTION 1.07  CPOs..........................................................3
   SECTION 1.08  Custodian.....................................................3
   SECTION 1.09  Deposit Agreement.............................................4
   SECTION 1.10  Depositary....................................................4
   SECTION 1.11  Deposited Securities..........................................4
   SECTION 1.12  Dollars; Pesos................................................4
   SECTION 1.13  Holder........................................................4
   SECTION 1.14  Indeval.......................................................4
   SECTION 1.15  Nominee.......................................................4
   SECTION 1.16  Pre-Release Transaction.......................................5
   SECTION 1.17  Principal Office..............................................5
   SECTION 1.18  Receipts; ADRs; American Depositary Receipts..................5
   SECTION 1.19  Registrar.....................................................5
   SECTION 1.20  Restricted Securities.........................................6
   SECTION 1.21  Securities Act of 1933........................................6
   SECTION 1.22  Securities Exchange Act of 1934...............................6
   SECTION 1.23  Shares........................................................6
   SECTION 1.24  Trust.........................................................7
   SECTION 1.25  Trustee.......................................................7
   SECTION 1.26  United States.................................................7

                                   ARTICLE II
FORM OF RECEIPTS, DEPOSIT OF SHARES, EXECUTION AND DELIVERY,
TRANSFER AND SURRENDER OF RECEIPTS.............................................7
   SECTION 2.01  Form and Transferability of Receipts..........................7
   SECTION 2.02  Deposit of CPOs...............................................8
   SECTION 2.03  Execution and Delivery of Receipts...........................11
   SECTION 2.04  Transfer of Receipts; Combination and Split-up of Receipts...11
   SECTION 2.05  Surrender of Receipts of Withdraw of Deposited Securities;
                 Sale of Underlying Shares....................................12
   SECTION 2.06  Limitations on Execution and Delivery, Transfer, Etc. of
                 Receipts; Suspension of Delivery, Transfer, Etc..............14
   SECTION 2.07  Lost Receipts, Etc...........................................15
   SECTION 2.08  Cancellation and Destruction of Surrendered Receipts.........15
   SECTION 2.09  Restricted ADSs..............................................16



                                   ARTICLE III
CERTAIN OBLIGATIONS OF HOLDERS OF RECEIPTS....................................18
   SECTION 3.01  Filing Proofs, Certificates and Other Information............18
   SECTION 3.02  Liability of Holders for Taxes and Other Charges.............19
   SECTION 3.03  Representations and Warranties on Deposit, Transfer,
                 Surrender and Withdrawal of CPOs or Receipts.................19
   SECTION 3.04  Disclosure of Beneficial Ownership...........................20
   SECTION 3.05  Ownership Restrictions.......................................20

                                   ARTICLE IV
RIGHTS RELATING TO THE DEPOSITED SECURITIES; CERTAIN OBLIGATIONS
OF THE DEPOSITARY.............................................................21
   SECTION 4.01  Power of Attorney............................................21
   SECTION 4.02  Cash Distributions...........................................21
   SECTION 4.03  Distributions in CPOs........................................22
   SECTION 4.04  Distribution of Rights to Subscribe for CPOs.................23
   SECTION 4.05  Distributions Other Than Cash, CPOs or Rights to Subscribe
                 for CPOs.....................................................24
   SECTION 4.06  Conversion of Foreign Currency...............................25
   SECTION 4.07  Fixing of Record Date........................................27
   SECTION 4.08  Voting of Deposited Securities...............................27
   SECTION 4.09  Changes Affecting Deposited Securities.......................29
   SECTION 4.10  Transmittal by the Depositary of Company Notices, Reports
                 and Communications...........................................29
   SECTION 4.11  Withholding..................................................30
   SECTION 4.12  Available Information........................................31

                                    ARTICLE V
THE DEPOSITARY, THE CUSTODIAN AND THE COMPANY.................................31
   SECTION 5.01  Maintenance of Depositary's Office and Register..............31
   SECTION 5.02  Lists of Receipt Holders.....................................32
   SECTION 5.03  Obligations of the Depositary, the Custodian and
                 the Company..................................................33
   SECTION 5.04  Prevention or Delay in Performance by the Depositary or
                 the Company..................................................34
   SECTION 5.05  Resignation and Removal of the Depositary; Appointment of
                 Successor Depositary.........................................35
   SECTION 5.06  Charges of Depositary........................................36
   SECTION 5.07  The Custodian................................................37
   SECTION 5.08  Notices and Reports..........................................38
   SECTION 5.09  Issuance of Additional CPOs, Etc.............................39
   SECTION 5.10  Indemnification..............................................41
   SECTION 5.11  Certain Rights of the Depositary; Limitations................42



                                   ARTICLE VI
AMENDMENT AND TERMINATION.....................................................43
   SECTION 6.01  Amendment....................................................43
   SECTION 6.02  Termination..................................................44

                                   ARTICLE VII
MISCELLANEOUS.................................................................46
   SECTION 7.01  Counterparts.................................................46
   SECTION 7.02  No Third Party Beneficiaries.................................46
   SECTION 7.03  Severability.................................................46
   SECTION 7.04  Holders and Beneficial Owners as Parties; Binding Effect.....46
   SECTION 7.05  Notices......................................................46
   SECTION 7.06  Governing Law................................................48
   SECTION 7.07  Assignment...................................................50
   SECTION 7.08  Compliance with U.S. Securities Laws.........................50
   SECTION 7.09  CPO and Mexico Law References................................51
   SECTION 7.10  Titles and References........................................53

EXHIBITS
FORM OF FACE OF RECEIPT......................................................A-1
CHARGES OF THE DEPOSITARY....................................................B-1
CPO TRUST AGREEMENT .........................................................C-1



                                DEPOSIT AGREEMENT

      DEPOSIT AGREEMENT FOR CPOs dated as of December 26, 2001 (this "Deposit
Agreement") among Grupo TMM, S.A. de C.V., a corporation (sociedad anonima de
capital variable) organized under the laws of the United Mexican States and any
successor (the "Company"), CITIBANK, N.A., a national banking association
organized under the laws of the United States of America and any successor as
depositary hereunder (the "Depositary"), all Holders (as hereinafter defined)
from time to time of the American Depositary Shares (as hereinafter defined)
issued hereunder and all Beneficial Owners (as hereinafter defined) from time to
time of American Depositary Shares.

                              W I T N E S S E T H:

      WHEREAS, the Company desires to establish with the Depositary an ADR (as
hereinafter defined) facility to provide for the deposit of CPOs (as hereinafter
defined), and for the creation of American Depositary Shares representing the
CPOs so deposited and for the execution and delivery of American Depositary
Receipts evidencing the American Depositary Shares; and

      WHEREAS, the Company has made arrangements to deposit Shares (as
hereinafter defined) to be represented by CPOs, in accordance with Article 81 of
the Mexican Securities Law, with S.D. Indeval, S.A. de C.V. ("Indeval"), a
Mexican depository institution under the governance of the Mexican Securities
Law; and

      WHEREAS, the American Depositary Receipts are to be substantially in the
form of Exhibit A annexed hereto;



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

                                    ARTICLE I

                                   DEFINITIONS

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

      SECTION 1.01 Affiliate. The term "Affiliate" shall have the meaning
assigned to such term by the Commission (as hereinafter defined) under
Regulation C promulgated under the Securities Act (as hereinafter defined), or
under any successor regulation thereto.

      SECTION 1.02 American Depositary Shares; ADSs. The term "American
Depositary Shares" or "ADSs" shall mean the rights evidenced by the Receipts (as
hereinafter defined) executed and delivered hereunder, including the interests
in the Deposited Securities (as hereinafter defined) granted to the Holders
pursuant to the terms and conditions of this Deposit Agreement. Each American
Depositary Share shall represent one (1) CPO, until there shall occur a
distribution upon Deposited Securities referred to in Section 4.03 or a change
in Deposited Securities referred to in Section 4.09 with respect to which
additional Receipts are not executed and delivered, and thereafter each American
Depositary Share shall represent the CPOs or other Deposited Securities
specified in such Sections.

      SECTION 1.03 Beneficial Owner. The term "Beneficial Owner" shall mean any
person owning any beneficial interest in a Receipt issued hereunder and the
American Depositary Shares represented by such Receipt but who is not the Holder
of such Receipt.


                                       2


      SECTION 1.04 Commission. The term "Commission" shall mean the Securities
and Exchange Commission of the United States or any successor governmental
agency in the United States.

      SECTION 1.05 Common Representative. The term "Common Representative" shall
mean Banco Internacional, S.N.C., as common representative of holders of CPOs or
any other Mexican banking institution appointed by the CPO holders as their
common representative from time to time in accordance with the Mexican Law of
Negotiable Instruments.

      SECTION 1.06 Company. The term "Company" shall mean Grupo TMM, S.A. de
C.V., a corporation (sociedad anonima de capital variable) organized and
existing under the laws of the United Mexican States, having its principal
executive office at Avenida de la Cuspide, No. 4755, Colonia Parques del
Pedregal, Delegacion Tlalpan, C.P. 14010, Mexico D.F., Mexico and its
successors.

      SECTION 1.07 CPOs. The term "CPOs" shall mean the Certificados de
Participacion Ordinarios issued by the Trustee, each representing financial
interests in one Share, and shall include evidence of rights to receive CPOs.

      SECTION 1.08 Custodian. The term "Custodian" shall mean, as of the date
hereof, Citibank Mexico S.A., located at Reforma 390, 6th Floor, C.P. 6695
Mexico D.F., Mexico, as custodian and agent of the Depositary for the purposes
of this Deposit Agreement, and any other firm or corporation that may be
appointed by the Depositary pursuant to the terms of Section 5.07 as an
additional or substitute Custodian hereunder, and the term "Custodian" shall
mean any custodian individually or all custodians collectively, as the context
requires.


                                       3


      SECTION 1.09 Deposit Agreement. The term "Deposit Agreement" shall mean
this Deposit Agreement for CPOs, as the same may be amended and supplemented
from time to time in accordance with the provisions hereof.

      SECTION 1.10 Depositary. The term "Depositary" shall mean Citibank, N.A.,
a national banking association organized under the laws of the United States (as
hereinafter defined), and any successor as depositary pursuant to the terms of
Section 5.05.

      SECTION 1.11 Deposited Securities. The term "Deposited Securities" as of
any time shall mean (i) all CPOs at such time deposited under this Deposit
Agreement represented by American Depositary Shares evidenced by a Receipt and
(ii) any and all other securities, property and cash received by the Depositary
or the Custodian in respect or in lieu of such deposited CPOs and at such time
held hereunder, subject, in the case of cash, to the provisions of Section 4.06.

      SECTION 1.12 Dollars; Pesos. The term "dollars" shall mean the lawful
currency of the United States. The term "pesos" shall mean the lawful currency
of the United Mexican States.

      SECTION 1.13 Holder. The term "Holder" shall mean the person or persons in
whose name a Receipt is registered on the register of the Depositary or of any
Registrar maintained for such purpose.

      SECTION 1.14 Indeval. The term "Indeval" shall mean S.D. Indeval, S.A. de
C.V., the Mexican securities depository institution, or any other entity which
performs substantially identical functions in Mexico, with which CPOs are
deposited.


                                       4


      SECTION 1.15 Nominee. The term "Nominee" when used with respect to the
Depositary shall mean such nominee or nominees of the Depositary as it shall
appoint from time to time to act on its behalf in connection with the
performance of its duties and obligations under this Deposit Agreement. The
Nominee shall perform in whatever capacity and to whatever extent under this
Deposit Agreement as the Depositary designates in its appointment of the
Nominee. Such appointment may be evidenced by written agreement, letter,
telegram, or facsimile transmission or orally with subsequent confirming written
agreement, letter, telegram, telex or facsimile transmission.

      SECTION 1.16 Pre-Release Transaction. The term "Pre-Release Transaction"
shall have the meaning set forth in Section 5.11.

      SECTION 1.17 Principal Office. The term "Principal Office," when used with
respect to the Depositary, shall be the principal office of the Depositary in
New York at which at any particular time its depositary receipts business shall
be administered, which, at the date of this Deposit Agreement, is located at 111
Wall Street, 20th Floor, New York, New York 10043.

      SECTION 1.18 Receipts; ADRs; American Depositary Receipts. The term
"Receipts," "ADRs" or; "American Depositary Receipts" shall mean the American
Depositary Receipts issued hereunder evidencing American Depositary Shares, as
such American Depositary Receipts may be amended from time to time in accordance
with the provisions of this Deposit Agreement. A Receipt or ADR may evidence any
number of American Depositary Shares.

      SECTION 1.19 Registrar. The term "Registrar" shall mean the Depositary and
any bank or trust company having an office in the Borough of Manhattan, The City
of New York, which shall be appointed by the Depositary to register Receipts and
transfers of Receipts as herein provided, and shall include any co-registrar
appointed by the Depositary for such purposes.


                                       5


      SECTION 1.20 Restricted Securities shall mean Shares, CPOs, Deposited
Securities or ADSs which (i) have been acquired directly or indirectly from the
Company or any of its Affiliates in a transaction or chain of transactions not
involving any public offering and are subject to resale limitations under the
Securities Act of 1933 or the rules issued thereunder, or (ii) are held by an
officer or director (or persons performing similar functions) or other Affiliate
of the Company, or (iii) are subject to other restrictions on sale or deposit
under the laws of the United States, Mexico, or under a shareholder agreement or
the Estatutos Sociales of the Company or under the regulations of an applicable
securities exchange unless, in each case, such Shares, CPOs, Deposited
Securities or ADSs are being transferred or sold to persons other than an
Affiliate of the Company in a transaction (a) covered by an effective resale
registration statement, or (b) exempt from the registration requirements of the
Securities Act of 1933, and the Shares, CPOs, Deposited Securities or ADSs are
not, when held by such person(s), Restricted Securities.

      SECTION 1.21 Securities Act of 1933. The term "Securities Act of 1933"
shall mean the United States Securities Act of 1933, as from time to time
amended.

      SECTION 1.22 Securities Exchange Act of 1934. The term "Securities
Exchange Act of l934" shall mean the United States Securities Exchange Act of
1934, as from time to time amended.


                                       6


      SECTION 1.23 Shares. The term "Shares" shall mean fully paid Series A
Shares, without par value, of the Company and shall include evidence of rights
to receive Shares; provided, however, that, if there shall occur any change in
par value, split-up or consolidation or any other reclassification or, upon the
occurrence of an event described in Section 4.09, an exchange, replacement or
conversion in respect of the Shares of the Company, the term "Shares" shall
thereafter represent the successor securities resulting from such change in par
value, split-up or consolidation or any other such reclassification or exchange
or conversion.

      SECTION 1.24 Trust. The term "Trust" shall mean the trust created by the
Trust Agreement dated November 24, 1989 between Nacional Financiera, S.N.C., as
grantor, and Nacional Financiera, S.N.C., as Trustee, as the same may be amended
from time to time.

      SECTION 1.25 Trustee. The term "Trustee" shall mean Nacional Financiera,
S.N.C., as Trustee of the Trust.

      SECTION 1.26 United States. The term "United States" shall have the
meaning assigned to it under Regulation S under the Securities Act of 1933.

                                   ARTICLE II

                                FORM OF RECEIPTS,
                        DEPOSIT OF SHARES, EXECUTION AND
                  DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS

      SECTION 2.01 Form and Transferability of Receipts. The Receipts shall be
engraved, lithographed or printed, or shall be in such other form as may be
agreed upon by the Company and the Depositary and acceptable to the New York
Stock Exchange, Inc., and shall be substantially in the form set forth in
Exhibit A annexed to this Deposit Agreement, with appropriate insertions,
modifications and omissions, as hereinafter provided. Receipts shall be (i)
dated, (ii) signed by the manual or facsimile signature of a duly authorized
signatory of the Depositary, (iii) countersigned by the manual or facsimile
signature of a duly authorized signatory of the Registrar, and (iv) registered
in the books maintained by the Registrar for the registration of issuances and
transfers of Receipts. No Receipt and no ADS evidenced thereby shall be entitled
to any benefits under the Deposit Agreement or be valid or enforceable for any


                                       7


purpose against the Depositary or the Company, unless such Receipt shall have
been so dated, signed, countersigned and registered. Receipts bearing the
facsimile signature of a duly authorized signatory of the Depositary or the
Registrar, who at the time of signature was a duly authorized signatory of the
Depositary or the Registrar, as the case may be, shall bind the Depositary,
notwithstanding the fact that such signatory has ceased to be so authorized
prior to the delivery of such Receipt by the Depositary. The Receipts shall bear
a CUSIP number that is different from any CUSIP number that was, is or may be
assigned to any depositary receipts previously or subsequently issued pursuant
to any other arrangement between the Depositary (or any other depositary) and
the Company and which are not Receipts issued hereunder.

      Title to a Receipt and to the Deposited Securities represented by the
American Depositary Shares evidenced thereby, subject to any limitations set
forth in such Receipt, when properly endorsed or accompanied by properly
executed instruments of transfer (including signature guarantees in accordance
with standard industry practice), shall be transferable by delivery with the
same effect as in the case of a certificated security under the law of the State
of New York; provided, however, that the Company and the Depositary,
notwithstanding any notice to the contrary, may deem and treat the Holder of a
Receipt as the absolute owner thereof for any purpose, including but not limited
to the purpose of determining the person entitled to distribution of dividends
or other distributions or to any notice provided for in this Deposit Agreement
and for all other purposes, and none of the Depositary, the Trustee or the
Company shall have any obligation or be subject to any liability under this
Deposit Agreement to any holder of a Receipt unless such holder is the
registered Holder thereof.


                                       8


      SECTION 2.02 Deposit of CPOs. Subject to the terms and conditions of this
Deposit Agreement, the Custodian shall accept CPOs for deposit when such deposit
is made by (i) delivery of certificates therefor to the Custodian, accompanied
by any appropriate instrument or instruments of transfer or endorsement, in form
satisfactory to such Custodian, (ii) electronic transfer of CPOs through Indeval
to the account of the Custodian maintained for such purpose or (iii) delivery to
the Custodian of evidence satisfactory to the Custodian that irrevocable
instructions have been given to cause such CPOs to be transferred to such
account, in any case accompanied by delivery to the Custodian or the Depositary,
as the case may be, of (A) a written order, from the person depositing such CPOs
or on whose behalf such CPOs are deposited, directing the Depositary to execute
and deliver to, or upon the written order of, the person or person stated in
such order a Receipt or Receipts for the number of American Depositary Shares
representing such deposited CPOs, and (B) the payments, if any, and documents
required under this Deposit Agreement.

      The Depositary and the Custodian may refuse to accept CPOs for deposit
whenever notified, as hereinafter provided, that the Company or the Trustee has
restricted transfer of such CPOs to comply with any ownership restrictions
referred to in Section 3.05. The Company shall notify the Depositary and the
Custodian in writing with respect to any such restrictions on transfer of its
CPOs for deposit hereunder or transfer of Receipts to any Holder.

      At the request, risk and expense of any holder of CPOs, and for the
account of such holder, the Depositary may receive CPOs to be deposited or
evidence that CPOs have been electronically transferred or that irrevocable
instructions have been given to cause the transfer of such CPOs to the account
of the Custodian, together with the other orders, instruments and evidence
herein specified, for the purpose of forwarding such CPOs, orders, instruments
and evidence to the Custodian hereunder.


                                       9


      As a condition to accepting CPOs for deposit, the Depositary may require
that the person making such deposit furnish, whether or not any register of CPO
holders maintained by the Trustee (or that maintained by Indeval) is closed, (a)
an agreement or assignment, or other instrument satisfactory to the Depositary,
that provides for the prompt transfer to the Custodian or its nominee of any
dividend or right to subscribe for additional CPOs or to receive other property
which any person in whose name the CPOs are or have been recorded may thereafter
receive upon or in respect of such deposited CPOs, or in lieu thereof such
agreement of indemnity or other agreement as shall be satisfactory to the
Depositary, and (b) if the CPOs are registered in the name of the person on
whose behalf they are presented for deposit, a proxy or proxies entitling the
Custodian to vote such deposited CPOs for any and all purposes until the CPOs
are registered in the name of the Custodian or its nominee.

      Upon each delivery or electronic transfer to a Custodian of CPOs (or other
Deposited Securities pursuant to Sections 4.03, 4.04, 4.05 or 4.09) to be
deposited hereunder, together with any other documents and payments required
under this Deposit Agreement, the Custodian shall, as soon as is practicable,
obtain confirmation of the recordation of transfer of such CPOs (or other
Deposited Securities) in the name of the Custodian or its Nominee at the cost
and expense of the person making the deposit (or for whose benefit such deposit
is made). Deposited Securities shall be held by the Depositary or by the
Custodian for the account and to the order of the Depositary, the Custodian or
the Nominee or at such other place or places as the Depositary shall determine.


                                       10


      The Nominee may be the Custodian or another Mexican entity entitled to act
as a Nominee under relevant Mexican laws and regulations, provided that the
Deposited Securities are kept in a segregated deposit account by the Nominee.
Neither the Depositary nor the Custodian shall lend deposited CPOs.

      SECTION 2.03 Execution and Delivery of Receipts. After the deposit of any
CPOs pursuant to Section 2.02, together with delivery of any other documents
required, the Custodian shall notify the Depositary of such deposit and the
person or persons to whom or upon whose written order a Receipt or Receipts are
deliverable in respect thereof and the number of ADSs to be evidenced thereby.
Such notification shall be made by letter, first class airmail postage prepaid,
or, at the request, risk and expense of the person making the deposit, by air
courier, cable, telex or facsimile transmission. After receiving such notice
from the Custodian, the Depositary or its agent, subject to this Deposit
Agreement, shall execute and deliver at its Principal Office to or upon the
order of the person or persons named in the notice delivered to the Depositary,
a Receipt or Receipts, registered in the name or names requested by such person
or persons, and evidencing in the aggregate the number of American Depositary
Shares to which such person or persons are entitled, but only upon payment to
the Depositary or Custodian of all taxes and governmental charges payable in
connection with such deposit and the transfer of the deposited CPOs and payment
to the Depositary of the fee of the Depositary, if any, for the issuance,
execution and delivery of such Receipt or Receipts (as set forth on Exhibit B
hereto).

      SECTION 2.04 Transfer of Receipts; Combination and Split-up of Receipts.
The Depositary, subject to the terms and conditions of this Deposit Agreement
and any Receipt, shall register transfers of any such Receipt on its transfer
books, upon any surrender of such Receipt by the Holder thereof in person or by
duly authorized attorney, properly endorsed or accompanied by proper instruments
of transfer (including signature guarantees in accordance with standard industry
practice) and duly stamped as may be required by applicable law. Thereupon the
Depositary shall execute a new Receipt or Receipts and deliver the same to or
upon the order of the person entitled thereto.


                                       11


      The Depositary, subject to the terms and conditions of this Deposit
Agreement and any Receipt, shall upon surrender of a Receipt or Receipts for the
purpose of effecting a split-up or combination of such Receipt or Receipts
execute and deliver a new Receipt or Receipts for any authorized number of
American Depositary Shares requested, evidencing the same aggregate number of
American Depositary Shares as the Receipt or Receipts surrendered. The
Depositary may close the register at any time or from time to time, when deemed
expedient by it in connection with the performance of its duties hereunder or at
the request of the Company, subject in each case to the terms and conditions of
Section 7.08 hereof.

      SECTION 2.05 Surrender of Receipts of Withdraw of Deposited Securities;
Sale of Underlying Shares. Upon surrender of a Receipt at the Principal Office
of the Depositary for the purpose of withdrawal of the Deposited Securities, and
upon receipt of payment of the fees of the Depositary, if any, for the surrender
and cancellation of Receipts as set forth on Exhibit B hereto and all taxes and
governmental charges payable in connection with such surrender, subject to the
terms and conditions of this Deposit Agreement, including but not limited to
Section 7.08 hereof, the Holder of such Receipt shall be entitled to delivery,
to him or upon his order, of the Deposited Securities at the time represented by
the American Depositary Shares evidenced by such Receipt. Such delivery of
Deposited Securities shall be made, as hereinafter provided, without
unreasonable delay.


                                       12


      A Receipt surrendered for such purpose may be required by the Depositary
to be properly endorsed or accompanied by properly executed instruments of
transfer. The person requesting withdrawal of Deposited Securities shall deliver
to the Depositary a written order directing the Depositary to cause such
Deposited Securities being withdrawn to be delivered to or upon the written
order of a person or persons designated in such order. Upon the receipt of such
instructions and compliance with the terms of this Section 2.05, the Depositary
shall direct the Custodian to deliver at the principal office of such Custodian,
subject to Sections 2.06, 3.01 and 3.02 and to the other terms and conditions of
this Deposit Agreement, to or upon the written order of the person or persons
designated in such written instructions, the Deposited Securities, except that
the Depositary may make delivery to such person or persons at its Principal
Office of any cash dividends or distributions with respect to the Deposited
Securities, or of any proceeds of sale of any dividends, distributions or rights
with respect to the Deposited Securities, which may at the time be held by the
Depositary.

      At the request, risk and expense of any Holder so surrendering a Receipt,
and for the account of such Holder, the Depositary shall direct the Custodian to
forward any cash or other property (other than rights), and forward a
certificate or certificates (if certificated CPOs and other Deposited Securities
may be delivered) and other proper documents of title, if any, for the Deposited
Securities to the Depositary for delivery at the Principal Office of the
Depositary. Such direction shall be given by letter or, at the request, risk and
expense of such Holder, by cable, telex or facsimile transmission.

      The Depositary shall not accept for surrender a Receipt evidencing
American Depositary Shares representing less than one CPO. In the case of
surrender of a Receipt evidencing a number of American Depositary Shares
representing other than a whole number of CPOs, the Depositary shall cause
ownership of the appropriate whole number of CPOs to be recorded in the name of
the person surrendering such Receipt or shall request the Trustee to sell the
Shares underlying such number of CPOs, as the case may be, and shall issue and
deliver to the person surrendering such Receipt a new Receipt evidencing
American Depositary Shares representing any remaining fractional CPO.


                                       13


      SECTION 2.06 Limitations on Execution and Delivery, Transfer, Etc. of
Receipts; Suspension of Delivery, Transfer, Etc. As a condition precedent to the
execution and delivery, registration, registration of transfer, split-up,
combination or surrender of any Receipt or the withdrawal of any Deposited
Securities the Depositary, the Company or the Custodian may require from the
Holder, the presenter of a Receipt or the depositor of Shares (i) payment of a
sum sufficient to reimburse it for any tax or other governmental charge and any
stock transfer or registration fee with respect thereto (including any such tax
or charge and fee with respect to CPOs being deposited or withdrawn) and payment
of any charges of the Depositary upon delivery of Receipts against deposits of
CPOs and upon withdrawal of Deposited Securities against surrender of Receipts
as set forth in Exhibit B to this Deposit Agreement; (ii) compliance with such
reasonable regulations, if any, as the Depositary and the Company may establish
consistent with the provisions of this Deposit Agreement; and (iii) production
of proof satisfactory to it as to the identity and genuineness of any signature
appearing on any form, certificate or other document delivered to the Depositary
in connection with this Deposit Agreement, including but not limited to in the
case of Receipts, a signature guarantee in accordance with standard industry
practice.


                                       14


      The delivery of Receipts against deposits of CPOs generally or of
particular CPOs may be suspended or withheld, or the registration of transfer of
Receipts in particular instances may be refused, or the registration of transfer
generally may be suspended, during any period when the transfer books of the
Depositary (or the appointed agent of the Depositary for the transfer and
registration of ADSs), the Company (or the appointed agent of the Company for
the transfer and registration of Shares) or the Trust are closed, or if any such
action is deemed necessary or advisable by the Company or the Depositary or the
Trustee at any time or from time to time because of any requirement of law or of
any government or governmental body or commission or for any other reason.
Notwithstanding any other provision of this Deposit Agreement, the surrender of
outstanding Receipts and withdrawal of Deposited Securities represented thereby
may be suspended, but only as required in connection with (i) temporary delays
caused by closing the transfer books of the Depositary or the issuer of any
Deposited Securities or the deposit of Shares in connection with voting at a
shareholders' meeting, or the payment of dividends, (ii) payment of fees, taxes
and similar charges, or (iii) compliance with any U.S. or foreign laws or
governmental regulations relating to the Receipts or to the withdrawal of the
Deposited Securities.

      SECTION 2.07 Lost Receipts, Etc. In case any Receipt shall be mutilated,
destroyed, lost or stolen, the Depositary shall execute and deliver a new
Receipt of like tenor, in exchange and substitution for such mutilated Receipt
upon cancellation thereof, or in lieu of and in substitution for such destroyed,
lost or stolen Receipt, upon the filing by the Holder thereof with the
Depositary of both (i) a request for such exchange, execution and delivery
before the Depositary has notice that the Receipt has been acquired by a bona
fide purchaser and (ii) a sufficient indemnity bond, and upon satisfying any
other reasonable requirements imposed by the Depositary.

      SECTION 2.08 Cancellation and Destruction of Surrendered Receipts. All
Receipts surrendered to the Depositary shall be cancelled by the Depositary.
Cancelled Receipts shall not be entitled to any benefits under this Deposit
Agreement or be valid or enforceable for any purpose. The Depositary is
authorized to destroy Receipts so cancelled.


                                       15


      SECTION 2.09 Restricted ADSs. The Depositary shall, at the request and
expense of the Company, establish procedures enabling the deposit hereunder of
CPOs that are Restricted Securities in order to enable the holder of such CPOs
to hold its ownership interests in such Restricted CPOs in the form of ADSs
issued under the terms hereof (such CPOs, "Restricted CPOs"). Upon receipt of a
written request from the Company to accept Restricted CPOs for deposit
hereunder, the Depositary agrees to establish procedures permitting the deposit
of such Restricted CPOs and the issuance of ADSs representing such deposited
Restricted CPOs (such ADSs, the "Restricted ADSs," and the ADRs evidencing such
Restricted ADSs, the "Restricted ADRs"). The Company shall assist the Depositary
in the establishment of such procedures and agrees that it shall take all steps
necessary and satisfactory to the Depositary to insure that the establishment of
such procedures does not violate the provisions of the Securities Act of 1933 or
any other applicable laws. The depositors of such Restricted CPOs and the
holders of the Restricted ADSs may be required prior to the deposit of such
Restricted CPOs, the transfer of the Restricted ADRs and the Restricted ADSs
evidenced thereby or the withdrawal of the Restricted CPOs represented by
Restricted ADSs to provide such written certifications or agreements as the
Depositary or the Company may require. The Company shall provide to the
Depositary in writing the legend(s) to be affixed to the Restricted ADRs, which
legends shall (i) be in a form reasonably satisfactory to the Depositary and
(ii) contain the specific circumstances under which the Restricted ADRs and the
Restricted ADSs represented thereby may be transferred or the Restricted CPOs
withdrawn. The Restricted ADSs issued upon the deposit of Restricted CPOs shall
be separately identified on the books of the Depositary and the Restricted CPOs
so deposited shall be held separate and distinct from the other Deposited
Securities held hereunder. The Restricted CPOs and the Restricted ADSs shall not


                                       16


be eligible for Pre-Release Transactions. The Restricted ADSs shall not be
eligible for inclusion in any book-entry settlement system, including, without
limitation, DTC, and shall not in any way be fungible with the ADSs issued under
the terms hereof that are not Restricted ADSs. The Restricted ADRs and the
Restricted ADSs evidenced thereby shall be transferable only by the Holder
thereof upon delivery to the Depositary of (i) all documentation otherwise
contemplated by this Deposit Agreement and (ii) an opinion of counsel
satisfactory to the Depositary setting forth, inter alia, the conditions upon
which the Restricted ADRs presented are, and the Restricted ADSs evidenced
thereby are, transferable by the Holder thereof under applicable securities laws
and the transfer restrictions contained in the legend set forth on the
Restricted ADRs presented for transfer. Except as set forth in this Section 2.09
and except as required by applicable law, the Restricted ADRs and the Restricted
ADSs evidenced thereby shall be treated as ADRs and ADSs issued and outstanding
under the terms of the Deposit Agreement. In the event that, in determining the
rights and obligations of parties hereto with respect to any Restricted ADSs,
any conflict arises between (a) the terms of this Deposit Agreement (other than
this Section 2.09) and (b) the terms of (i) this Section 2.09 or (ii) the
applicable Restricted ADR, the terms and conditions set forth in this Section
2.09 and of the Restricted ADR shall be controlling and shall govern the rights
and obligations of the parties to this Deposit Agreement pertaining to the
deposited Restricted CPO(s), the Restricted ADS(s) and Restricted ADR(s). If the
Restricted ADRs, the Restricted ADSs and the Restricted CPOs are no longer
Restricted Securities, the Depositary, upon receipt of (x) an opinion of counsel
satisfactory to the Depositary setting forth, inter alia, that the Restricted
ADRs, the Restricted ADSs and the Restricted CPOs are not as of such time
Restricted Securities, and (y) instructions from the Company to remove the
restrictions applicable to the Restricted ADRs, the Restricted ADSs and the


                                       17


Restricted CPOs, shall (i) eliminate the distinctions and separations between
the applicable Restricted CPOs held on deposit under this Section 2.09 and the
other CPOs held on deposit under the terms of the Deposit Agreement that are not
Restricted CPOs, (ii) treat the newly unrestricted ADRs and ADSs on the same
terms as, and fully fungible with, the other ADRs and ADSs issued and
outstanding under the terms of this Deposit Agreement that are not Restricted
ADRs or Restricted ADSs, (iii) take all actions necessary to remove any
distinctions, limitations and restrictions previously existing under this
Section 2.09 between the applicable Restricted ADRs and Restricted ADSs,
respectively, on the one hand, and the other ADRs and ADSs that are not
Restricted ADRs or Restricted ADSs, respectively, on the other hand, including,
without limitation, by making the newly-unrestricted ADSs eligible for
Pre-Release Transactions and for inclusion in the applicable book-entry
settlement systems.

                                   ARTICLE III

                   CERTAIN OBLIGATIONS OF HOLDERS OF RECEIPTS

      SECTION 3.01 Filing Proofs, Certificates and Other Information. Any person
depositing CPOs, any Holder or any Beneficial Owner may be required from time to
time to file with the Depositary or the Custodian such proof of citizenship,
residence, exchange control approval, to provide information relating to the
registration on the books of the Trust (or the appointed agent of the Trust for
the transfer and registration of CPOs) of the CPOs presented for deposit or
other information, to execute such certificates and to make such representations
and warranties as the Depositary or the Company may deem necessary or proper to
enable the Depositary or the Company to comply with applicable laws and to
perform its obligations hereunder. The Depositary may (and at the request of the
Company shall) withhold the delivery or registration of transfer of all or part
of any Receipt or the distribution or sale of any dividend or other distribution
of rights or of the proceeds thereof or the delivery of any Deposited Securities
until the foregoing is accomplished to the Depositary's and the Company's
satisfaction. The Depositary shall, upon the Company's written request, provide
to the Company in a timely manner copies of any such proofs and certificates and
such written representations and warranties that it receives.


                                       18


      SECTION 3.02 Liability of Holders for Taxes and Other Charges. If any
Mexican or other tax or other governmental charge shall become payable with
respect to any Receipt or any Deposited Securities represented by the American
Depositary Shares evidenced thereby, such tax or other governmental charge shall
be payable by the Holder of such Receipt who shall pay the amount thereof to the
Depositary. The Depositary may refuse, and the Company shall be under no
obligation, to effect any registration of transfer of all or part of such
Receipt or any deposit or withdrawal of Deposited Securities represented by the
American Depositary Shares evidenced thereby until such payment is made, and may
withhold or deduct from any dividends or other distributions, or may sell for
the account of the Holder thereof any part or all of the Deposited Securities
represented by the American Depositary Shares evidenced thereby, and may apply
such dividends or other distributions or the proceeds of any such sale in
payment of such tax or other governmental charge, the Holder of such Receipt
remaining liable for any deficiency.

      SECTION 3.03 Representations and Warranties on Deposit, Transfer,
Surrender and Withdrawal of CPOs or Receipts. Each person depositing CPOs under
this Deposit Agreement shall be deemed thereby to represent and warrant that (i)
such CPOs (and the Shares represented by such CPOs) and each certificate
therefor are validly issued and outstanding, fully paid and nonassessable, (ii)
any preemptive rights then in effect with respect to such CPOs (and the Shares
represented by such CPOs) have been validly waived or exercised, (iii) the
person making such deposit is duly authorized so to do and (iv) such CPOs (and
the Shares represented by such CPOs) and the American Depositary Shares issuable
upon such deposit are not and will not be "restricted securities" as defined in
Rule 144(a)(3) under the Securities Act of 1933. Such representations and
warranties shall survive the deposit or withdrawal of CPOs and the issuance or
cancellation of Receipts in respect thereof.


                                       19


      SECTION 3.04 Disclosure of Beneficial Ownership. The Company and the
Depositary may from time to time request Holders, former Holders, Beneficial
Owners or former Beneficial Owners to provide information as to the capacity in
which they hold or held Receipts or own or owned such beneficial interest and
regarding the identity of any other persons then or previously interested in
such Receipts and the nature of such interest and various other matters. Each
such Holder or Beneficial Owner agrees to provide any such information
reasonably requested by the Company or the Depositary pursuant to this Section
3.04.

      SECTION 3.05 Ownership Restrictions. The Company may restrict transfers of
the CPOs where such transfer might result in ownership of CPOs exceeding the
limits under applicable law or the Company's Estatutos Sociales. The Company may
also restrict, in such manner as it deems appropriate in its sole discretion,
transfers of the American Depositary Shares where such transfer may result in
the total number of CPOs represented by the American Depositary Shares
beneficially owned by a single Holder or Beneficial Owner to exceed the limits
under any applicable law or the Company's Estatutos Sociales. The Company may,
in such manner as it deems appropriate in its sole discretion, instruct the
Depositary to take action with respect to the ownership interest of any Holder
or Beneficial Owner in excess of the limitation set forth in the preceding
sentences, including but not limited to a mandatory sale or disposition on
behalf of a Holder of the CPOs represented by the American Depositary Shares
held by such Holder in excess of such limitations, if and to the extent such
disposition is permitted by law.


                                       20


                                   ARTICLE IV

                        RIGHTS RELATING TO THE DEPOSITED
                SECURITIES; CERTAIN OBLIGATIONS OF THE DEPOSITARY

      SECTION 4.01 Power of Attorney. Each Holder and each Beneficial Owner,
upon acceptance of an ADS issued in accordance with the terms hereof, thereby
appoints the Depositary its attorney-in-fact, with full power to delegate, to
act on its behalf and to take any and all steps or actions provided for or
contemplated herein with respect to the Deposited Securities, including but not
limited to those set forth in this Article IV, and to take such further steps or
actions as the Depositary in its sole discretion may deem necessary or
appropriate to carry out the purposes of this Deposit Agreement.

      SECTION 4.02 Cash Distributions. Whenever the Custodian or the Depositary
receives any cash dividend or other cash distribution by the Company on any
Deposited Securities, the Depositary shall, subject to the provisions of Section
4.06, as soon as possible convert or cause such dividend or distribution to be
converted into dollars and shall promptly distribute such amount to the Holders
entitled thereto in proportion to the number of American Depositary Shares
representing such Deposited Securities held by them respectively; provided,
however, that in the event that the Company, the Custodian, the Trustee or the
Depositary shall be required to withhold and does withhold, subject to Section
4.11 hereof, from any cash dividend or other cash distribution in respect of any
Deposited Securities an amount on account of taxes or other governmental
charges, the amount distributed to the Holder in respect of American Depositary
Shares representing such Deposited Securities shall be reduced accordingly. The
Depositary shall distribute only such amount, however, as can be distributed
without attributing to any Holder a fraction of one cent, and any balance not so
distributable shall be held by the Depositary (without liability for interest
thereon) and shall be added to and become part of the next sum received by the
Depositary for distribution to Holders of ADSs then outstanding.


                                       21


      SECTION 4.03 Distributions in CPOs. If any distribution upon any Deposited
Securities consists of a dividend in, or free distribution of, CPOs, the
Depositary may, with the Company's approval and shall, if the Company shall so
request, (i) instruct the Company to deposit or cause such CPOs to be deposited
with Indeval and registered in the name of the Custodian and (ii) distribute to
the Holders of outstanding Receipts entitled thereto, in proportion to the
number of American Depositary Shares representing such Deposited Securities held
by them respectively, additional Receipts for an aggregate number of American
Depositary Shares representing the proportionate number of CPOs received as such
dividend or free distribution, after deduction or upon payment of the fees of
the Depositary as provided in Exhibit B hereto; provided, however, that if for
any reason (including any requirement that the Company, the Trustee or the
Depositary withhold an amount on account of taxes or other governmental charges
or that such Shares or CPOs must be registered under the Securities Act of 1933
in order to be distributed to Holders of Receipts) the Depositary deems such
distribution not to be feasible, the Depositary may adopt such method, as it may
deem equitable and practicable for the purpose of effecting such distribution,
including the sale (at public or private sale) of the CPOs thus received, or any
part thereof, and the distribution of the net proceeds of any such sale by the
Depositary to the Holders entitled thereto as in the case of a distribution
received in cash. In lieu of issuing Receipts for fractional American Depositary
Shares in any such case, the Depositary shall sell the number of Shares or CPOs
represented by the aggregate of such fractions and distribute the net proceeds
in dollars, all in the manner and subject to the conditions described in Section
4.02. If additional Receipts are not so distributed (except pursuant to the
preceding sentence), each American Depositary Share shall thenceforth also
represent its proportionate interest in the additional CPOs so distributed.


                                       22


      SECTION 4.04 Distribution of Rights to Subscribe for CPOs. In the event
that the Company shall offer or cause to be offered to the holders of any
Deposited Securities any rights to subscribe for additional CPOs (including
rights to subscribe for additional Shares) or any rights of any other nature,
the Depositary, after consultation with the Company, shall have discretion as to
the procedure to be followed in making such rights available to the Holders
entitled thereto, subject to Section 5.09, or in disposing of such rights on
behalf of such Holders and making the net proceeds available in dollars to such
Holders or, if by the terms of such rights offering or by reason of applicable
law, the Depositary can neither make such rights available to such Holders nor
dispose of such rights and make the net proceeds available to such Holders, then
the Depositary shall allow the rights to lapse; provided, however, that the
Depositary will, if requested by the Company in writing, take action as follows:

      (i) if at the time of the offering of any rights the Depositary determines
that it is lawful and feasible to make such rights available to all or certain
Holders by means of warrants or otherwise, the Depositary shall, after deduction
or upon payment of any applicable fees of the Depositary as provided in Exhibit
B hereto, promptly distribute to such Holders entitled thereto warrants or other
instruments therefor in such form and upon such terms and representations as it
may determine, in proportion to the number of American Depositary Shares
representing such Deposited Securities held by them respectively, or employ such
other method as it may deem feasible in order to facilitate the exercise, sale
or transfer of rights by such Holders or the sale or resale of securities
obtainable upon exercise of such rights by such Holders; or


                                       23


      (ii) if at the time of the offering of any rights the Depositary
determines that it is not lawful or not feasible to make such rights available
to all or certain Holders by means of warrants or otherwise, or if the rights
represented by such warrants or such other instruments are not exercised and
appear to be about to lapse, the Depositary shall use its reasonable efforts to
sell such rights or such warrants or other instruments, at public or private
sale, at such place or places and upon such terms as it may deem reasonable and
proper and allocate the net proceeds of such sales for the account of the
Holders otherwise entitled to such rights, warrants or other instruments upon an
averaged or other practicable basis without regard to any distinctions among
such Holders because of exchange restrictions or the date of delivery of any
Receipt or Receipts, or otherwise.

      If registration under the Securities Act of 1933 or any other applicable
law of the rights or the securities to which any rights relate is required in
order for the Company to offer such rights to Holders and to sell the securities
represented by such rights, the Depositary will not offer such rights to Holders
unless and until a registration statement is in effect, or unless the offer and
sale of such rights or securities to such Holders are exempt from registration
under the provisions of the Securities Act of 1933. The Company shall have no
obligation to register such rights or such securities under the Securities Act
of 1933.


                                       24


      SECTION 4.05 Distributions Other Than Cash, CPOs or Rights to Subscribe
for CPOs. Whenever the Custodian or the Depositary shall receive any
distribution of securities or property other than cash, CPOs or rights to
subscribe for CPOs, the Depositary shall cause such securities or property to be
distributed promptly to the Holders entitled thereto in proportion to the number
of American Depositary Shares representing such Deposited Securities held by
them respectively, in any manner that the Depositary may deem equitable and
practicable for accomplishing such distribution; provided, however, that if in
the opinion of the Depositary it cannot cause such securities or property to be
distributed or such distribution cannot be made proportionately among the
Holders entitled thereto, or if for any other reason (including any requirement
that the Company, the Trustee, the Custodian or the Depositary withhold an
amount on account of taxes or other governmental charges) the Depositary deems
such distribution not to be feasible, the Depositary may adopt such method as it
may deem equitable and practicable for the purpose of effecting such
distribution, including the sale (at public or private sale) of the securities
or property thus received, or any part thereof, and the net proceeds of any such
sale shall be distributed by the Depositary to the Holders entitled thereto as
in the case of a distribution received in cash.

      SECTION 4.06 Conversion of Foreign Currency. Whenever the Depositary shall
receive foreign currency, by way of dividend or other distribution or as the net
proceeds from the sale of securities, property or rights, and if at the time of
the receipt thereof the foreign currency so received can in the judgment of the
Depositary be converted on a reasonable basis into dollars distributable to the
Holders entitled thereto and the resulting dollars transferred to the United
States, the Depositary shall promptly convert or cause to be converted, by sale
or in any other manner that it may determine, such foreign currency into
dollars, and such dollars (less any reasonable and customary expenses incurred
by the Depositary in the conversion of the foreign currency) shall be
distributed as soon as practicable to the Holders entitled thereto or, if the
Depositary shall have distributed any warrants or other instruments which
entitle the holders thereof to such dollars, then to the holders of such
warrants and/or instruments upon surrender thereof for cancellation in
accordance with the terms thereof. Such distribution shall be made upon an
averaged or other practicable basis without regard to any distinctions among
Holders due to exchange restrictions or the date of delivery of any Receipt or
Receipts, or otherwise.


                                       25


      If such conversion or distribution generally or with regard to a
particular Holder can be effected only with the approval or license of any
government or authority or agency thereof, the Depositary may file such
application for approval or license, if any, as it may deem desirable after
consultation with the Company.

      If at any time the Depositary shall determine that in its judgment any
foreign currency received by it is not convertible on a reasonable basis into
dollars distributable to Holders entitled thereto, or if any approval or license
of any government or authority or agency thereof which is required for such
conversion is denied or in the opinion of the Depositary is not obtainable, or
if any such approval or license is not obtained within a reasonable period as
determined by the Depositary, the Depositary may distribute the foreign currency
(or an appropriate document evidencing the right to receive such foreign
currency) received by the Depositary to, or in its discretion may hold such
foreign currency for the respective accounts of, the Holders entitled to receive
the same.

      If any such conversion of foreign currency, in whole or in part, cannot be
effected for distribution to some Holders entitled thereto, the Depositary may
in its discretion make such conversion and distribution in dollars to the extent
permissible to the Holders for whom such conversion and distribution is
practicable and may distribute the balance of the foreign currency received by
the Depositary to, or hold such balance for the account of, the Holders for whom
such conversion and distribution is not practicable.


                                       26


      SECTION 4.07 Fixing of Record Date. Whenever any cash dividend or other
cash distribution shall become payable or any distribution other than cash shall
be made, or whenever rights shall be issued, with respect to the Deposited
Securities, or whenever, for any reason, the Depositary causes a change in the
number of CPOs that are represented by each American Depositary Share or
whenever the Depositary shall receive notice of any meeting of holders of
Deposited Securities (including notices of any meeting of holders of Shares
underlying the CPOs), the Depositary shall fix a record date after consultation
with the Company (which shall be as near as practicable to the corresponding
record date, if any, for Deposited Securities set by the Company or Trustee) for
the determination of the Holders who shall be entitled to receive such dividend,
distribution of rights, or the net proceeds of the sale thereof, or to give
instructions for the exercise of voting rights, if any, at any such meeting.
Subject to the provisions of Sections 4.02 through 4.06 and to the other terms
and conditions of this Deposit Agreement, the Holders on such record date shall
be entitled to receive the amount distributable by the Depositary with respect
to such dividend or other distribution or such rights or the net proceeds of
sale thereof and to exercise the rights of Holders hereunder with respect to the
Deposited Securities represented by the American Depositary Shares held by them
respectively.

      SECTION 4.08 Voting of Deposited Securities. Holders will not be entitled
to vote the Shares underlying the CPOs deposited hereunder, and all of such
Shares will be voted by the Trustee in the same manner as the majority of Shares
that are not held in the Trust and that are voted at the relevant meeting. As
soon as practicable after the receipt of a notice of any meeting of holders of
Shares or other securities underlying Deposited Securities, the Depositary shall
mail the information contained in such notice to Holders together with a
statement that, pursuant to the provisions of the CPOs and the agreement
creating the Trust, Holders may not exercise voting rights with respect to the
Shares underlying the CPOs, and that the Trustee will vote all such Shares in
the same manner as the majority of all Shares that are not held in the Trust and
that are voted at the relevant meeting.


                                       27


      As soon as practicable after receipt of notice pursuant to Section 5.08 of
any meeting of holders of CPOs or other Deposited Securities, the Depositary
shall fix a record date for determining the Holders entitled to give
instructions for the exercise of voting rights, if any, as provided in Section
4.07 and shall mail to the Holders of record a notice which shall contain: (a)
such information as is contained in such notice of meeting; (b) a statement if
provided by the Trustee or the Common Representative or the Company, as
applicable, that the Holders at the close of business on a specified record date
will be entitled, subject to the terms of this Section 4.08, any applicable
provisions of Mexican law, of the Trust and of the Estatutos Sociales of the
Company (which provisions, shall be summarized in pertinent part, if such
summary is provided by the Trustee or the Common Representative), to instruct
the Depositary as to the exercise of the voting rights, if any, pertaining to
the number of CPOs or other Deposited Securities represented by their respective
American Depositary Shares evidenced by their respective Receipts and a brief
statement as to the manner in which such instructions may be given, including an
express indication that instructions may be given to the Depositary to give a
discretionary proxy to a person designated by the Trustee. Upon the written
request of a Holder on such record date, received on or before the date
established by the Depositary for such purpose, the Depositary shall endeavor
insofar as is practicable to vote or cause to be voted the number of Deposited
Securities represented by the American Depositary Shares evidenced by the
Receipt or Receipts of such Holder in accordance with the instructions set forth
in such request. The Depositary agrees not to vote or cause to be voted the CPOs
or other Deposited Securities represented by the American Depositary Shares
evidenced by a Receipt unless it receives such instructions from the Holder.


                                       28


      SECTION 4.09 Changes Affecting Deposited Securities. Upon any change in
par value, split-up, consolidation or any other reclassification of CPOs, or the
securities represented by CPOs, or upon any recapitalization, reorganization,
merger or consolidation or sale of assets affecting the Company or to which it
is a party, any securities which shall be received by the Depositary or the
Custodian in exchange for, or in conversion, replacement or otherwise in respect
of, Deposited Securities shall be treated as Deposited Securities under this
Deposit Agreement, and the Receipts shall, subject to the terms of this Deposit
Agreement and applicable laws, including any applicable provisions of the
Securities Act of 1933, thenceforth evidence American Depositary Shares
representing the right to receive Deposited Securities including the securities
so received in exchange or conversion to the extent additional Receipts are not
delivered pursuant to the following sentence. In any such case the Depositary
may with the approval of the Company and Trustee and shall at the Company's
request subject to Section 5.09 and the other terms of this Deposit Agreement,
execute and deliver additional Receipts as in the case of a dividend of CPOs, or
call for the surrender of outstanding Receipts to be exchanged for new Receipts
specifically describing such newly received Deposited Securities.

      Immediately upon the occurrence of any such change, conversion or exchange
covered by this Section in respect of the Deposited Securities, the Depositary
shall give notice thereof in writing, at the Company's expense, to all Holders.


                                       29


      SECTION 4.10 Transmittal by the Depositary of Company Notices, Reports and
Communications. The Depositary shall make available for inspection during
business hours by Holders and Beneficial Owners at its Principal Office and at
the principal office of each Custodian copies of this Deposit Agreement, any
notices, reports or communications, including any proxy soliciting materials,
received from the Company, the Common Representative or the Trustee which are
both (a) received by the Depositary or the Custodian or the nominee of either,
as the holder of the Deposited Securities, and (b) made generally available to
the holders of such Deposited Securities by the Company, the Common
Representative or the Trustee. The Depositary shall also send to Holders, at the
Company's expense, copies of such notices, reports and communications when
furnished by the Company, the Common Representative or the Trustee to the
Depositary pursuant to Section 5.08 or otherwise.

      SECTION 4.11 Withholding. In connection with any distribution to Holders,
the Company, the Trustee or the Depositary or their respective agents, as
appropriate, will remit to the appropriate governmental authority or agency all
amounts (if any) required to be withheld by the Company, the Trustee or the
Depositary or their respective agents and owing to such authority or agency. The
Depositary will forward to the Company, the Trustee or their agents such
information from its records as the Company, the Trustee or their agents may
reasonably request to enable the Company or the Trustee or their agents to file
necessary reports with governmental authorities or agencies. Notwithstanding any
other provision of this Deposit Agreement, in the event that the Depositary
determines that any distribution of property (including CPOs or rights to
subscribe therefor) is subject to any tax or governmental charges which the
Depositary is obligated to withhold, the Depositary may dispose of all or a
portion of such property (including CPOs and rights to subscribe therefor) in
such amounts and in such manner as the Depositary deems necessary and
practicable to pay such taxes or governmental charges, including by public or
private sale, and the Depositary shall distribute the net proceeds of any such
sale and the balance of any such property after deduction of such taxes or
governmental charges to the Holders entitled thereto in proportion to the number
of American Depositary Shares held by them respectively. The Depositary will
forward to the Company, the Trustee or their respective agents, such information
from its records as the Company, the Trustee or their agents may reasonably
request to enable the Company, the Trustee or their respective agents to file
necessary reports with governmental authorities or agencies.


                                       30


      SECTION 4.12 Available Information. The Company files reports with the
Commission pursuant to the reporting requirements of the Securities Exchange Act
of 1934. These reports can be inspected and copied at the public reference
facilities maintained by the Commission located at Judiciary Plaza, 450 Fifth
Street, N.W., Washington D.C. 20549.

                                    ARTICLE V

                  THE DEPOSITARY, THE CUSTODIAN AND THE COMPANY

      SECTION 5.01 Maintenance of Depositary's Office and Register. Until the
termination of this Deposit Agreement in accordance with its terms, the
Depositary shall maintain in the Borough of Manhattan, the City of New York,
facilities for the execution and delivery, registration, registration of
transfers and surrender of Receipts in accordance with the provisions of this
Deposit Agreement.

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


                                       31


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

      If any Receipts or the American Depositary Shares evidenced thereby are
listed on one or more stock exchanges or automated quotation systems in the
United States, the Depositary or its agent shall act as Registrar or, upon the
written request or with the written approval of the Company, appoint a Registrar
or one or more co-registrars for registration of such Receipts in accordance
with any requirements of such exchanges or quotation systems. Such Registrar or
co-registrars may be removed and a substitute or substitutes appointed by the
Depositary upon the request or with the approval of the Company. The Depositary,
upon the written request or with the written approval of the Company, may
appoint one or more co-transfer agents for the purpose of effecting transfers,
combinations and split-ups of Receipts at designated transfer offices on behalf
of the Depositary. Such co-transfer agents may be removed and substitutes
appointed by the Depositary upon the written request or with the written
approval of the Company. Each Registrar, co-registrar or co-transfer agent
appointed under this Section 5.01 shall give notice in writing to the Company
and the Depositary accepting such appointment and agreeing to be bound by the
applicable terms of this Deposit Agreement.

      The Depositary may perform its obligations under this Section 5.01 through
any agent appointed by it with the prior written consent of the Company, which
consent shall not be unreasonably withheld, provided that the Depositary shall
remain responsible for the performance of such obligations as if no agent were
appointed.


                                       32


      SECTION 5.02 Lists of Receipt Holders. Promptly upon request by the
Company or the Trustee, the Depositary shall furnish to it a list, as of a
recent date, of the names, addresses and holdings of American Depositary Shares
by all persons in whose names Receipts are registered on the books of the
Depositary or any agent of the Depositary maintained for such purpose. The
Company and the Trustee shall have the right to inspect the transfer and
registration records of the Depositary relating to Receipts, to take copies
thereof and to require the Depositary to direct the Registrar and any
co-transfer agents or co-registrars to supply copies of such portions of such
records as the Company may request.

      SECTION 5.03 Obligations of the Depositary, the Custodian and the Company.
Each of the Company and its agents assumes no obligation nor shall it be subject
to any liability under this Deposit Agreement or the Receipts to Holders,
Beneficial Owners or other persons, except to perform such obligations as are
specifically set forth and undertaken by it in this Deposit Agreement in good
faith and using its best judgment. Each of the Depositary and its agents assumes
no obligation and shall be subject to no liability under this Deposit Agreement
or the Receipts to Holders, Beneficial Owners or other persons, except to
perform such obligations as are specifically set forth and undertaken by it in
this Deposit Agreement in good faith and using its best judgment. The Depositary
and the Company undertake to perform such duties and only such duties as are
specifically set forth in this Deposit Agreement, and no implied covenants or
obligations shall be read into this Deposit Agreement against the Depositary or
the Company or their respective agents. Without limitation of the preceding,
none of the Depositary, the Company or their agents shall be under any
obligation to appear in, prosecute or defend any action, suit or other
proceeding in respect of any Deposited Securities or in respect of the Receipts,
which in its opinion may involve it in expense or liability, unless indemnity
satisfactory to it in its sole discretion against all expense and liability be
furnished as often as may be required, and no Custodian shall be under any
obligation whatsoever with respect to such proceedings, the Custodian being


                                       33


responsible solely to the Depositary. None of the Depositary, the Company or
their agents shall be liable for any action or inaction by it or them in
reliance upon the advice of or information from legal counsel, accountants, any
person presenting Shares for deposit, any Holder or Beneficial Owner, or any
other person believed by it or them in good faith to be competent to give such
advice or information. Each of the Depositary, and the Company and their agents
may rely and shall be protected in acting upon any written notice, request,
direction or other document believed by it to be genuine and to have been signed
or presented by the proper party or parties. Subject to the provisions of this
Section 5.03, the Depositary shall not be responsible for the manner in which
any vote is cast or for the effect of any such vote provided that such action or
non-action is taken in good faith and in accordance with this Deposit Agreement.

      Subject to the Estatutos Sociales of the Company, the terms of the Trust
and this Deposit Agreement, the Depositary may own and deal in any class of
securities of the Company and its Affiliates, in CPOs and in Receipts. No
disclaimer of liability under the Securities Act of 1933 is intended by any
provision of this Deposit Agreement.

      SECTION 5.04 Prevention or Delay in Performance by the Depositary or the
Company. None of the Depositary, the Company or their agents, if any, shall
incur any liability to any Holder or Beneficial Owner or other person if by
reason of any present or future law, the Estatutos Sociales of the Company, the
provisions of or governing any Deposited Securities, any act of God, war or
other circumstances beyond its control, the Depositary, the Company or their
agents shall be prevented, delayed or forbidden from doing or performing any act
or thing which by the terms of this Deposit Agreement it is provided shall be
done or performed; nor shall the Depositary, the Company or their agents incur
any liability to any Holder, Beneficial Owner or other person by reason of any
nonperformance or delay, caused as aforesaid, in performance of any act or thing
that by the terms of this Deposit Agreement it is provided shall or may be done
or performed, or by reason of any exercise of, or failure to exercise, any
discretion provided for in this Deposit Agreement.


                                       34


      SECTION 5.05 Resignation and Removal of the Depositary; Appointment of
Successor Depositary. The Depositary may at any time resign as Depositary
hereunder by written notice thereof to the Company, such resignation to take
effect upon the appointment of a successor depositary and its acceptance of such
appointment as hereinafter provided.

      The Depositary may at any time be removed by the Company by written notice
thereof to the Depositary, such removal to take effect upon the appointment of a
successor depositary and its acceptance of such appointment as hereinafter
provided.

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


                                       35


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

      SECTION 5.06 Charges of Depositary. The Company shall pay the expenses,
fees or charges of the Depositary and Registrar, if any, as are provided in
Exhibit B hereto to be paid by the Company. Holders and Beneficial Owners agree
to pay (i) the fees of the Depositary for the execution and delivery of Receipts
pursuant to Section 2.02 hereof and the making of withdrawals pursuant to
Section 2.05 hereof, (ii) taxes and other governmental charges, (iii) such
registration fees as may from time to time be in effect for the registration of
transfers of CPOs generally on the register of the Trust or its appointed agent
for the registration of transfer and accordingly applicable to transfers of CPOs
to the name of the Depositary or its Nominee or a Custodian or its nominee on
the making of deposits pursuant to Section 2.02 or withdrawals pursuant to
Section 2.05, (iv) such cable, telex and facsimile transmission and delivery
expenses as are expressly provided in this Deposit Agreement to be at the
expense of persons depositing CPOs or Holders and (v) such customary expenses as
are incurred by the Depositary in the conversion of foreign currency pursuant to
Section 4.06.

      Any other charges and expenses of the Depositary hereunder will be paid by
the Company after consultation and agreement between the Depositary and the
Company concerning the nature and amount of such charges and expenses. All fees
and charges may at any time and from time to time be changed by agreement
between the Company and the Depositary. Unless otherwise agreed, the Depositary
shall present its statement for such expenses and fees or charges to the Company
once every three months. The charges and expenses of the Custodian, Nominee or
any other agent of the Depositary are for the sole account of the Depositary.


                                       36


      The right of the Depositary to receive payment of fees, charges and
expenses as provided in this Section 5.06 shall survive the termination of this
Deposit Agreement and, as to any Depositary, the resignation or removal of such
Depositary pursuant to Section 5.05.

      SECTION 5.07 The Custodian. The Depositary has initially appointed
Citibank Mexico S.A., as Custodian of the Depositary for the purpose of this
Deposit Agreement. The Custodian in acting hereunder shall be subject at all
times and in all respects to the direction of the Depositary and shall be
responsible solely to it. The Custodian may resign and be discharged from its
duties hereunder by notice of such resignation delivered to the Depositary at
least 60 days prior to the date on which such resignation is to become
effective. If upon receipt of such notice of resignation there shall be no other
Custodian acting hereunder, the Depositary shall, promptly after receiving such
notice, appoint a substitute Custodian approved by the Company, such approval
not to be unreasonably withheld, that is organized under the laws of the United
Mexican States which shall thereafter be the Custodian hereunder. Whenever the
Depositary determines, in its discretion, that it is in the best interest of
Holders to do so, the Depositary may discharge any Custodian and appoint a
substitute or, if permitted by Mexican and other applicable law, an additional
Custodian, who shall thereafter be a Custodian hereunder. Forthwith upon its
appointment, each such substitute or additional Custodian shall deliver to the
Depositary an acceptance of such appointment satisfactory in form and substance
to the Depositary. Any Custodian ceasing to act hereunder as Custodian shall
deliver all Deposited Securities held by it to a Custodian continuing to act
upon the instruction of the Depositary. The Depositary shall, immediately upon
any change in Custodian, give notice in writing to all Holders of the name,


                                       37


location and the appointment of any Custodian not named in the Receipts. Upon
the appointment of any successor Depositary hereunder, any Custodian then acting
hereunder shall forthwith become without any further act or writing, the agent
hereunder of such successor Depositary and the appointment of such successor
Depositary shall in no way impair the authority of any Custodian hereunder, but
the successor Depositary so appointed shall, nevertheless, on the written
request of any Custodian, execute and deliver to such Custodian all such
instruments as may be proper to give to the Custodian full and complete power
and authority as agent hereunder of such successor Depositary.

      SECTION 5.08 Notices and Reports. On or before the first date on which the
Company gives notice, by publication or otherwise, of any meeting of holders of
any Shares underlying the CPOs or of other Deposited Securities, or of any
adjourned meeting of such holders, or of the taking of any action by such
holders other than at a meeting, or of the taking of any action in respect of
any cash or other distributions or the offering of any rights in respect of any
Shares or other Securities underlying the CPOs or other Deposited Securities,
the Company agrees to transmit to the Depositary and the Custodian a copy of the
notice thereof in the English language but otherwise in the form given or to be
given to holders of Shares or other securities underlying the CPOs or other
Deposited Securities. The Company further agrees to furnish to the Custodian and
the Depositary a summary, in English, of such applicable provisions or proposed
provisions of the Estatutos Sociales of the Company as are to be provided to
Holders pursuant to Section 4.08 hereof.


                                       38


      The Company shall also promptly furnish or cause to be furnished to the
Depositary and the Custodian such quantities as the Depositary may reasonably
request of English-language versions of any other reports and communications
that are generally provided by the Company to holders of its Shares.

      The Depositary shall arrange at the Company's expense for prompt mailing
of copies thereof to all Holders of all such notices, summaries, reports and
communications that are furnished to it by the Company, the Trustee or the
Common Representative. The Depositary may (and in the case of communications
received from the common representative shall), at the Company's expense, obtain
English translations or adequate English summaries of any notices, reports or
communications which are generally provided by the Company to its shareholders
or by the Trust to holders of CPOs which are not furnished to the Depositary in
English text.

      SECTION 5.09 Issuance of Additional CPOs, Etc. In the event of any
issuance of additional CPOs or Shares or of other securities (including rights
convertible or exchangeable for securities) as a dividend or distribution with
respect to the CPOs or other Deposited Securities evidenced by Receipts, the
Depositary shall not distribute any such additional CPOs or Shares or other
securities to the Holders unless the Company shall have furnished to the
Depositary a written opinion from counsel for the Company in the United States,
which counsel shall be reasonably satisfactory to the Depositary, stating that
the circumstances of such issuance or delivery are such as to make it not
necessary for a registration statement under the Securities Act of 1933 to be in
effect at or prior to such time as such dividend or distribution is made
available to the Holders entitled thereto or, if in the opinion of such counsel
a registration statement is required, stating that there is a registration
statement in effect which will cover the issuance and/or delivery of such
securities; provided, however, that the Company shall be under no obligation to
file any registration statement.


                                       39


      The Company agrees that it will obtain legal advice as to whether future
issuances or deliveries to Holders or Beneficial Owners to be paid for in cash
of (1) additional CPOs or Shares, (2) rights to subscribe for CPOs or Shares,
(3) securities convertible into or exchangeable for CPOs or Shares, or (4)
rights to subscribe for securities convertible into or exchangeable for CPOs or
Shares (in each event other than as a dividend or distribution set forth above),
are such as to make it necessary for a registration statement under the
Securities Act of 1933 covering such securities to be is effect. If being
advised by counsel, the Company determines that an issuance and/or delivery of
such securities referred to above or in the preceding paragraph is required to
be registered under the Securities Act of 1933, the Company will (x) register
such issuance and/or delivery to the extent as necessary, (y) alter the terms of
the issuance and/or delivery to avoid the registration requirements of the
Securities Act of 1933 or (z) direct the Depositary not to accept such
securities for deposit or to take specific measures (and the Depositary shall
use reasonable efforts to take such measures) with respect to the acceptance for
deposit of Shares to prevent such issuance and/or delivery from being made in
violation of the registration requirements of the Securities Act of 1933.

      The Company agrees with the Depositary that, neither the Company nor any
company or individual controlling, controlled by or under common control with it
will at any time deposit any CPOs, either upon original issuance or upon a sale
of CPOs previously issued and reacquired by the Company or by any such
controlled or controlling company unless (i) a registration statement is in
effect as to such CPOs under the Securities Act of 1933, (ii) such deposit, and
the issuance of Receipts in respect thereof, is exempt from registration under
the Securities Act of 1933 as confirmed by a written opinion from counsel for
the Company in the United States which counsel shall be reasonably satisfactory
to the Depositary, or (iii) the Company directs the Depositary to adopt an
alternative method of distributing such CPOs, as contemplated by the provisions
contained in Section 4.04.


                                       40


      SECTION 5.10 Indemnification. The Company agrees to indemnify, defend and
save harmless the Depositary, the Custodian, and any other agent of the Company
or the Depositary appointed hereunder and their respective officers, directors,
agents and employees (the "indemnified persons") against any loss, liability or
expense (including reasonable fees and expenses of counsel) that may arise (a)
out of acts performed or omitted pursuant to this Deposit Agreement and the
Receipts, as the same may be amended, modified or supplemented from time to
time, (i) by such indemnified person, except to the extent such loss, liability
or expense is due to negligence or bad faith of such indemnified person, or (ii)
by the Company or any of its agents (other than the indemnified persons) or (b)
out of or in connection with any offer or sale of Receipts, American Depositary
Shares, CPOs or other Deposited Securities or any offering circular or
registration statement under the Securities Act of 1933 in respect thereof,
except to the extent such loss, liability or expense (including reasonable fees
and expenses of counsel) arises out of information (or omissions from such
information) relating to the Depositary or its agents, furnished in writing to
the Company by the Depositary or its agents expressly for use in (x) a
registration statement under the Securities Act of 1933 or (y) an offering
circular or memorandum pursuant to which Receipts, American Depositary Shares,
CPOs or other Deposited Securities are offered or sold pursuant to an exemption
from the registration requirements of the Securities Act of 1933. The Depositary
shall indemnify, defend and save harmless the Company and its respective
officers, directors, employees and persons who control the Company against any
loss, liability or expense (including reasonable fees and expenses of counsel)
incurred by such persons in connection with this Deposit Agreement and the
Receipts due to the negligence or bad faith of the Depositary or the Custodian.
The obligations set forth in this Section 5.10 shall survive the termination of
this Deposit Agreement and the succession or substitution of any indemnified
person.


                                       41


      SECTION 5.11 Certain Rights of the Depositary; Limitations. Subject to the
further terms and provisions of this Section 5.11, Citibank, N.A. and its agents
may own and deal in any class of securities of the Company and its Affiliates
and of the Trust and in Receipts. The Depositary may issue Receipts against
evidence of rights to receive CPOs from the Trustee, or any custodian,
registrar, transfer agent, clearing agency or other entity involved in ownership
or transaction records in respect of the CPOs. Such evidence of rights shall
consist of written blanket or specific guarantees of ownership of CPOs furnished
on behalf of the holder thereof. The Depositary shall not lend CPOs or Receipts;
provided, however, that the Depositary reserves the right to (i) issue Receipts
prior to the receipt of CPOs pursuant to Section 2.02 and (ii) deliver CPOs
prior to the receipt and cancellation of Receipts pursuant to Section 2.05,
including Receipts which were issued under (i) above but for which CPOs may not
have been received (each such transaction "Pre-Release Transaction"). The
Depositary may receive Receipts in lieu of CPOs under (i) above and receive CPOs
in lieu of Receipts under (ii) above. Each such Pre-Release Transaction shall be
(a) accompanied by a written representation by the person or entity (the
"Applicant") to whom Receipts are issued or CPOs delivered that at the time the
Depositary issues such Receipts or delivers such CPOs, the Applicant or its
customer owns the CPOs or Receipts to be delivered to the Depositary, (b)
subject to a written representation by the Applicant that it will hold such CPOs
or Receipts in trust for the Depositary until their delivery to the Depositary
or Custodian, it will reflect on its records the Depositary as owner of such
CPOs or Receipts and it unconditionally guarantees to deliver such CPOs upon the


                                       42


Depositary's request, (c) at all times fully collateralized (marked to market
daily) with cash, United States government securities, or other collateral of
comparable safety and liquidity, (d) terminable by the Depositary on not more
than five (5) business days notice, and (e) subject to such further indemnities
and credit regulations as the Depositary deems appropriate. The Depositary
intends that the number of Receipts issued by it under (i) above and outstanding
at any time, generally will not exceed thirty percent (30%) of the Receipts
issued by the Depositary and with respect to which CPOs are on deposit with the
Depositary or Custodian; provided, however, that the Depositary reserves the
right to change or disregard such limit from time to time as the Depositary
deems appropriate. The Depositary will also set limits with respect to the
number of Receipts and CPOs involved in Pre-Release Transactions with any one
person on a case by case basis as it deems appropriate.

      Collateral provided by an Applicant for Receipts or CPOs but not the
earnings thereon, shall be held for the benefit of the Applicant. The Depositary
may retain for its own account any compensation received by it in connection
with the foregoing, including, without limitation, earnings on the collateral.

                                   ARTICLE VI

                            AMENDMENT AND TERMINATION

      SECTION 6.01 Amendment. The form of Receipt and any provisions of this
Deposit Agreement may at any time and from time to time be amended by agreement
between the Company and the Depositary in any respect which they may deem
necessary or desirable. Any amendment which shall impose or increase any fee or
charges (other than the fees of the Depositary for the issuance and delivery of
Receipts or the making of deposits, if any, and other taxes and charges listed
in Section 5.06 of this Deposit Agreement), or which shall otherwise prejudice
any substantial existing right of Holders or Beneficial Owners, shall not,


                                       43


however, become effective as to outstanding Receipts until the expiration of 90
days after notice of such amendment shall have been given to the Holders of
outstanding Receipts. Every Holder or Beneficial Owner at the expiration of 90
days after such notice shall be deemed by continuing to hold such Receipt or any
beneficial interest therein to consent and agree to such amendment and to be
bound by this Deposit Agreement as amended thereby. In no event shall any
amendment impair the right of the Holder to surrender such Receipt and receive
therefor the Deposited Securities represented thereby, except in order to comply
with mandatory provisions of applicable law.

      SECTION 6.02 Termination. The Depositary shall at any time at the
direction of the Company terminate this Deposit Agreement by mailing notice of
such termination to the Holders of all Receipts then outstanding at least 60
days prior to the date fixed in such notice for such termination. The Depositary
may likewise terminate this Deposit Agreement at any time after the expiration
of 60 days after the Depositary shall have delivered to the Company a written
notice of its election to resign, provided that no successor depositary shall
have been appointed and accepted its appointment as provided in Section 5.05
before the end of such 60 day period. If any Receipts shall remain outstanding
after the date of termination, the Depositary thereafter shall discontinue the
registration of transfers of Receipts, shall suspend the distribution of
dividends to the Holders thereof, shall not accept deposits of Shares (and shall
instruct each Custodian to act accordingly), and shall not give any further
notices or perform any further acts under this Deposit Agreement, except that
the Depositary shall continue to collect dividends and other distributions
pertaining to Deposited Securities, shall sell property and rights and convert
Deposited Securities into cash as provided in this Deposit Agreement, and shall
continue to deliver Deposited Securities, together with any dividends or other
distributions received with respect thereto and the net proceeds of the sale of
any rights or other property (in all such cases, without liability for
interest), in exchange for Receipts surrendered to the Depositary. At any time


                                       44


after the expiration of six months from the date of termination, the Depositary
may sell the Deposited Securities then held hereunder and may thereafter hold in
an unsegregated escrow account the net proceeds of any such sale, together with
any other cash or property then held by it hereunder, without liability for
interest, for the pro rata benefit of the Holders of Receipts which have not
theretofore been surrendered. After making such sale, the Depositary shall be
discharged from all obligations under this Deposit Agreement, except to account
for such net proceeds and other cash and for its obligations under Section 5.10
hereof.

      Notwithstanding anything to the contrary in this Section 6.02, this
Deposit Agreement, unless otherwise extended by the Company and the Depositary,
shall automatically terminate on the date of the termination of the agreement
creating the Trust. Upon such termination, the Depositary shall sell any
remaining Deposited Securities or Shares underlying CPOs, and after (i)
converting or causing to be converted in the same manner as if such conversion
were being effected with respect to distribution (as provided in Section 4.06
hereof) the proceeds of such sales together with all proceeds of sales of Shares
underlying the CPOs received by the Custodian from the Trustee into dollars and
(ii) withholding or upon payment of the fees of the Depositary, distribute such
net proceeds and any other cash then being held by it to the Holders entitled
thereto in proportion to their respective holdings.

      Upon the termination of this Deposit Agreement, the Company shall be
discharged from all obligations under this Deposit Agreement except for its
obligations to the Depositary under Sections 5.06, 5.10 and 7.06 hereof.


                                       45


                                   ARTICLE VII

                                  MISCELLANEOUS

      SECTION 7.01 Counterparts. This Deposit Agreement may be executed in any
number of counterparts, each of which shall be deemed an original and all of
such counterparts shall constitute one and the same instrument.

      SECTION 7.02 No Third Party Beneficiaries. This Deposit Agreement is for
the exclusive benefit of the parties hereto (including the Holders and
Beneficial Owners) and shall not be deemed to give any legal or equitable right,
remedy or claim whatsoever to any other person.

      SECTION 7.03 Severability. In case any one or more of the provisions
contained in this Deposit Agreement or in the Receipts should be or become
invalid, illegal or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions contained herein or therein shall in
no way be affected, prejudiced or disturbed thereby.

      SECTION 7.04 Holders and Beneficial Owners as Parties; Binding Effect. The
Holders and Beneficial Owners from time to time shall be parties to this Deposit
Agreement and shall be bound by all of the terms and conditions hereof and of
the Receipts by acceptance thereof or of any beneficial interest therein.

      SECTION 7.05 Notices. Any and all notices to be given to the Company shall
be deemed to have been duly given if personally delivered, or sent by mail,
first class airmail postage prepaid, or air courier, or by cable, telex or
facsimile transmission confirmed by letter sent by mail or air courier,
addressed to Grupo TMM, S.A. de C.V., Avenida de la Cuspide, No. 4755, Colonia
Parques del Pedregal, Delegacion Tlalpan, C.P. 14010, Mexico D.F., Mexico,
Attention: Director de Finanzas (facsimile number: 52-55-666-1486), or to any
other address which the Company may specify in writing to the Depositary.


                                       46


      Any and all notices to be given to the Depositary shall be deemed to have
been duly given if personally delivered, or sent by mail, first class airmail
postage prepaid, or air courier, or by cable, telex or facsimile transmission
confirmed by letter sent by mail or air courier, addressed to Citibank, N.A.,
111 Wall Street, 20th Floor, New York, New York 10043, Attention: ADR Department
(telex number: ITT: 420392: RCA: 235530: facsimile number: (212) 825-5398), or
to any other address which the Depositary may specify in writing to the Company.

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

      Notice given as aforesaid (i) to the Company or the Depositary shall be
deemed to be effected when received, and (ii) to a Holder by mail or by cable,
telex or facsimile transmission shall be deemed to be effected at the time when
a duly addressed letter containing the same (or a confirmation thereof in the
case of a cable, telex or facsimile transmission) is deposited, first class
airmail postage prepaid, in a post-office letter box. The Depositary or the
Company may act upon any cable, telex or facsimile transmission received by it
from the other or from any Holder, notwithstanding that such cable, telex or
facsimile transmission shall not subsequently be confirmed as aforesaid.


                                       47


      SECTION 7.06 Governing Law. This Deposit Agreement and the Receipts shall
be interpreted and all rights hereunder and thereunder and provisions hereof and
thereof shall be governed by the law of the State of New York without regard to
the principles of conflicts of laws thereof.

      This Deposit Agreement and the ADRs shall be interpreted in accordance
with, and all rights hereunder and thereunder and provisions hereof and thereof
shall be governed by, the laws of the State of New York without reference to the
principles of choice of law thereof.

      Notwithstanding anything contained in this Deposit Agreement, any ADR or
any present or future provisions of the laws of the State of New York, the
rights of holders of Shares and of any other Deposited Securities and the
obligations and duties of the Company in respect of the holders of Shares and
other Deposited Securities, as such, shall be governed by the laws of Mexico
(or, if applicable, such other laws as may govern the Deposited Securities).

      Except as set forth in the following paragraph of this Section 7.06, the
Company and the Depositary agree that the federal or state courts in the City of
New York shall have jurisdiction to hear and determine any suit, action or
proceeding and to settle any dispute between them that may arise out of or in
connection with this Deposit Agreement and, for such purposes, each irrevocably
submits to the non-exclusive jurisdiction of such courts. The Company hereby
irrevocably designates, appoints and empowers CT Corporation System (the
"Agent") now at 111 Eight Avenue, New York, New York 10011 as its authorized
agent to receive and accept for and on its behalf, and on behalf of its
properties, assets and revenues, service by mail of any and all legal process,
summons, notices and documents that may be served in any suit, action or
proceeding brought against the Company in any federal or state court as
described in the preceding sentence or in the next paragraph of this Section
7.06. If for any reason the Agent shall cease to be available to act as such,


                                       48


the Company agrees to designate a new agent in New York on the terms and for the
purposes of this Section 7.06. The Company further hereby irrevocably consents
and agrees to the service of any and all legal process, summons, notices and
documents in any suit, action or proceeding against the Company, in connection
with this Deposit Agreement by service by mail of a copy thereof upon the Agent
(whether or not the appointment of such Agent shall for any reason prove to be
ineffective or such Agent shall fail to accept or acknowledge such service),
with a copy mailed to the Company by registered or certified air mail, postage
prepaid, to its address provided in Section 7.05 hereof.

      The Company agrees that the failure of the Agent to give any notice of
such service to it shall not impair or affect in any way the validity of such
service or any judgment rendered in any action or proceeding based thereon.

      Notwithstanding the foregoing, the Depositary and the Company
unconditionally agree that in the event that a Holder or Beneficial Owner brings
a suit, action or proceeding against (a) the Company, (b) the Depositary in its
capacity as Depositary under this Deposit Agreement or (c) against both the
Company and the Depositary, in any such case, in any state or federal court of
the United States, and the Depositary or the Company have any claim, for
indemnification or otherwise, against each other arising out of the subject
matter of such suit, action or proceeding, then the Company and the Depositary
may pursue such claim against each other in the state or federal court in the
United States in which such suit, action, or proceeding is pending and, for such
purposes, the Company and the Depositary irrevocably submit to the non-exclusive
jurisdiction of such courts. The Company agrees that service of process upon the
Agent in the manner set forth in the preceding paragraph shall be effective
service upon it for any suit, action or proceeding brought against it as
described in this paragraph.


                                       49


      Each of the Company and the Depositary irrevocably and unconditionally
waives, to the fullest extent permitted by law, any objection that it may now or
hereafter have to the laying of venue of any actions, suits or proceedings
brought in any court as provided in this Section 7.06, and hereby further
irrevocably and unconditionally waives and agrees not to plead or claim in any
such court that any such action, suit or proceeding brought in any such court
has been brought in an inconvenient forum.

      Each of the Company and the Depositary irrevocably and unconditionally
waives, to the fullest extent permitted by law, and agrees not to plead or
claim, any right of immunity from legal action, suit or proceeding, from setoff
or counterclaim, from the jurisdiction of any court, from service of process,
from attachment upon or prior to judgment, from attachment in aid of execution
or judgment, from execution of judgment, or from any other legal process or
proceeding for the giving of any relief or for the enforcement of any judgment,
and consents to such relief and enforcement against it, its assets and its
revenues in any jurisdiction, in each case with respect to any matter arising
out of, or in connection with, this Deposit Agreement, any ADR or the Deposited
Securities.

      No disclaimer of liability under the Securities Act or 1933 is intended by
any provision of the Deposit Agreement. The provisions of this Section 7.06
shall survive any termination of this Deposit Agreement, in whole or in part.

      SECTION 7.07 Assignment. Subject to the provisions of Section 5.05 hereof,
this Deposit Agreement may not be assigned by either the Company or the
Depositary.

      SECTION 7.08 Compliance with U.S. Securities Laws. Notwithstanding
anything in this Deposit Agreement to the contrary, the withdrawal or delivery
of Deposited Securities will not be suspended by the Company or the Depositary
except as be permitted by Instruction I.A.(l) of the General Instructions to
Form F-6 Registration Statement, as amended from time to time, under the
Securities Act of 1933.


                                       50


      SECTION 7.09 CPO and Mexico Law References. The CPO Trust Agreement has
been authorized by the General Directorate of Foreign Investments (Direccion
General de Inversiones Extranjeras). The CPO Trust Agreement is registered with
the National Registry of Foreign Investment (Registro Nacional de Inversiones
Extranjeras). The National Banking and Securities Commission of Mexico (Comision
Nacional Bancaria y de Valores) has authorized the issuance of CPOs by the CPO
Trustee. Registration of the CPOs upon their issuance in the Securities Section
(Seccion de Valores) and in the Special Section (Seccion Especial) of the
National Registry of Securities and Intermediaries (Registro Nacional de Valores
e Intermediarios) has been approved by the National Banking and Securities
Commission (Comision Nacional Bancaria y de Valores). Nacional Financiera,
S.N.C. is the CPO Trustee of the CPO Trust. The CPO Trust operates through
Indeval, the central depository for participants trading on the Mexican
Securities Exchange, which maintains ownership records of the CPOs in book-entry
form. The principal executive office of the CPO Trustee is located as of the
date of the Deposit Agreement at: Insurgentes Sur 1971, Col. Guadalupe Inn, C.P.
01020, Mexico, D.F., Mexico. An English translation of the CPO Trust Agreement
is attached hereto as Exhibit C. The terms of the CPO Trust (as in effect as of
the date hereof) are briefly described as follows (which description may not be
considered to be a representation or warranty by the Company, the Depositary, or
any Custodian and is qualified by and subject to the terms of the CPO Trust
Agreement): (i) each CPO represents financial interests in one (1) A Share held
in the CPO Trust; (ii) the CPOs have limited voting rights that are described in
Section 4.08 of the Deposit Agreement; (iii) dividends on the A Shares
underlying the CPOs are credited to the CPO holders' accounts by the CPO Trustee


                                       51


through Indeval, upon receipt thereof from the Company; (iv) as determined by
the CPO Trustee, CPO holders may receive notices, reports and proxy solicitation
materials at the same times as direct holders of Shares receive such materials;
(v) any rights pertaining to the CPOs may be exercised by CPO holders through
Indeval by the CPO Trustee, at the same time as direct holders of Shares receive
any such rights, provided such rights can be exercised by CPO holders; (vi) any
securities resulting from dividends, splits or plans of reorganization are
distributed to CPO holders through Indeval, at the same time as direct holders
of Shares receive any such rights; (vii) the CPO Trust is scheduled to terminate
as indicated in the CPO Trust Agreement (Exhibit C of this Deposit Agreement),
at which point the Depositary will take the actions contemplated in Section 6.02
of this Deposit Agreement, unless otherwise extended by the Company and the
Depositary; and (viii) holders of CPOs are entitled to withdraw Shares from the
CPO Trust if they are Mexican nationals or Mexican corporations whose by-laws
exclude foreign ownership of their shares. No fees or charges are imposed
directly or indirectly against CPO holders under the CPO Trust. Any summary of
Mexican laws and regulations and of the terms of the Company's Estatutos
Sociales set forth in this Deposit Agreement have been provided by the Company
solely for the convenience of Holders, Beneficial Owners and the Depositary.
While such summaries are believed by the Company to be accurate as of the date
of this Deposit Agreement, (i) they are summaries and as such may not include
all aspects of the materials summarized applicable to a Holder or Beneficial
Owner, and (ii) these laws and regulations and the Company's Estatutos Sociales
may change after the date of this Deposit Agreement. Neither the Depositary nor
the Company has any obligation under the terms of this Deposit Agreement to
update any such summaries.


                                       52


      SECTION 7.10 Titles and References. All references in this Deposit
Agreement to exhibits, articles, sections, subsections, and other subdivisions
refer to the exhibits, articles, sections, subsections and other subdivisions of
this Deposit Agreement unless expressly provided otherwise. The words "this
Deposit Agreement", "herein", "hereof", "hereby", "hereunder", and words of
similar import refer to this Deposit Agreement as a whole as in effect between
the Company, the Depositary and the Holders and Beneficial Owners of ADSs and
not to any particular subdivision unless expressly so limited. Pronouns in
masculine, feminine and neuter gender shall be construed to include any other
gender, and words in the singular form shall be construed to include the plural
and vice versa unless the context otherwise requires. Titles to sections of this
Deposit Agreement are included for convenience only and shall be disregarded in
construing the language contained in this Deposit Agreement. References to
"applicable laws and regulations" shall refer to laws and regulations applicable
to ADRs, ADSs or Deposited Securities as in effect at the relevant time of
determination, unless otherwise required by law or regulation.


                                       53


      IN WITNESS WHEREOF, Grupo TMM, S.A. de C.V. and CITIBANK, N.A. have duly
executed this Deposit Agreement as of the day and year first above set forth and
all Holders and Beneficial Owners shall become parties hereto upon acceptance by
them of ADSs issued in accordance with the terms hereof or upon acquisition of
any beneficial interest therein.


                                                  Grupo TMM, S.A. de C.V.

                                              By: /s/ Jacinto Marina Cortes
                                                  ------------------------------
                                                  Name:  Jacinto Marina Cortes
                                                  Title: Chief Financial Officer


                                                  CITIBANK, N.A.

                                              By: /s/ Susan A. Lucanto
                                                  ------------------------------
                                                  Name:  Susan A. Lucanto
                                                  Title: Vice President


                                       54


                                    EXHIBIT A

THE HOLDER OF THIS AMERICAN DEPOSITARY RECEIPT IS NOT ENTITLED TO EXERCISE ANY
VOTING RIGHTS WITH RESPECT TO THE SERIES A SHARES OF GRUPO TMM, S.A. DE C.V.
REPRESENTED BY THE CERTIFICADOS DE PARTICIPACION ORDINARIOS REPRESENTED BY THE
AMERICAN DEPOSITARY SHARES EVIDENCED BY THIS AMERICAN DEPOSITARY RECEIPT.

Number _______________

                                    (CUSIP Number __________)

                                    American Depositary Shares (each American
                                    Depositary Share Representing one (1)
                                    Certificado de Participacion Ordinario
                                    Representing Financial Interests in one (1)
                                    Series A Share)

                            [FORM OF FACE OF RECEIPT]

                           AMERICAN DEPOSITARY RECEIPT

                                   evidencing

                           AMERICAN DEPOSITARY SHARES

                                  representing

               DEPOSITED CERTIFICADOS DE PARTICIPACION ORDINARIOS

                       representing financial interests in

                    FULLY PAID SERIES A SHARES HELD IN TRUST

                                       of

                             Grupo TMM, S.A. de C.V.

                          (Organized under the laws of
                           THE UNITED MEXICAN STATES)


                                      A-1


      CITIBANK, N.A., a national banking association organized and existing
under the laws of the United States of America, as Depositary (the
"Depositary"), hereby certifies that ________________ _____________ is the
record owner of _______________ American Depositary Shares representing
deposited Certificados de Participacion Ordinarios, each representing financial
interests in one (1) fully paid Series A share (such shares collectively, the
"Shares"), without par value of' Grupo TMM, S.A. de C.V., a corporation
(sociedad anonima de capital variable) organized under the laws of the United
Mexican States (the "Company") or evidence of rights to receive such
Certificados de Participacion Ordinarios ("CPOs") held in trust. The CPOs are
issued by the trustee of the trust (the "Trust") created under the Trust
Agreement dated November 24, 1989 between Nacional Financiera, S.N.C., as
grantor, and Nacional Financiera, S.N.C., as trustee (the "Trustee"). At the
date hereof each American Depositary Share represents one (1) CPO deposited
under the Deposit Agreement (as hereafter defined) with the Custodian, which at
the date of execution of the Deposit Agreement is Citibank Mexico S.A., located
at Reforma 390, 6TH Floor, C.P. 6695, Mexico D.F., Mexico (the "Custodian"). The
ADS(s)-to-CPO(s) ratio is subject to amendment as provided in Articles IV and VI
of the Deposit Agreement. The Depositary's Principal Office is located at 111
Wall Street, New York, New York, 10043, U.S.A.

      (1) The Deposit Agreement. This American Depositary Receipt is one of the
receipts (the "Receipts") executed and delivered pursuant to the Deposit
Agreement for CPOs dated as of December 26, 2001 (as may be amended and
supplemented from time to time, the "Deposit Agreement"), by and among the
Company, the Depositary, all holders from time to time of American Depositary
Shares ("Holders") and all Beneficial Owners from time to time of any beneficial
interest in American Depositary Shares that are not the Holders thereof (the


                                      A-2


"Beneficial Owners"), each of whom by accepting a Receipt agrees to become a
Party thereto and becomes bound by all terms and provisions thereof and hereof.
The Deposit Agreement sets forth the rights of Holders and Beneficial Owners and
the rights and duties of the Depositary in respect of the CPOs deposited
thereunder and any and all other securities, property and cash from time to time
received in respect of such CPOs and held thereunder (such CPOs, securities,
property and cash, collectively, the "Deposited Securities"). Copies of the
Deposit Agreement are on file at the Depositary's Principal Office, at the
principal office of the Custodian and at any other designated transfer office.
The statements made on the face and the reverse of this Receipt are summaries of
certain provisions of the Deposit Agreement and are qualified by and subject to
the detailed provisions of the Deposit Agreement, to which reference is hereby
made. The Depositary makes no representation or warranty as to the validity or
worth of the Deposited Securities. As used in this Receipt, capitalized terms
defined in the Deposit Agreement and not otherwise defined herein have the same
defined meanings as set forth in the Deposit Agreement.

      (2) Withdrawal of Deposited Securities. Upon surrender of this Receipt at
the Principal Office of the Depositary for the purpose of withdrawal of the
Deposited Securities represented by the American Depositary Shares evidenced by
this Receipt, and upon receipt of payment of the fees of the Depositary, if any,
for the surrender and cancellation of Receipts provided for in paragraph (7) of
this Receipt, and all taxes and governmental charges payable in connection with
such surrender, subject to the terms and conditions of the Deposit Agreement,
such Holder is entitled to delivery, to him or upon his order, of the Deposited
Securities at the time represented by the American Depositary Shares evidenced
by this Receipt. Such delivery of such Deposited Securities shall be made as
hereinafter provided, without unreasonable delay. A Receipt surrendered for such
purposes may be required by the Depositary to be properly endorsed or
accompanied by properly executed instruments of transfer. The person requesting
withdrawal of Deposited Securities shall deliver to the Depositary a written
order directing the Depositary to cause such Deposited Securities being
withdrawn to be delivered to or upon the written order of a person or persons
designated in such order.


                                      A-3


      (3) Transfer, Combinations and Split-ups of Receipts. The Depositary,
subject to the terms and conditions of the Deposit Agreement and this Receipt,
shall register transfers of this Receipt on its transfer books, upon any
surrender of this Receipt by the Holder hereof in person or by duly authorized
attorney, properly endorsed or accompanied by proper instruments of transfer
(including signature guarantees in accordance with standard industry practice)
and duly stamped as may be required by applicable law. Thereupon the Depositary
shall execute a new Receipt or Receipts and deliver the same to or upon the
order of the person entitled hereto.

      The Depositary, subject to the terms and conditions of the Deposit
Agreement and this Receipt, shall upon surrender of this Receipt for the purpose
of effecting a split-up or combination of this Receipt execute and deliver a new
Receipt or Receipts for any authorized number of American Depositary Shares
requested, evidencing the same aggregate number of American Depositary Shares as
the Receipt or Receipts surrendered. The Depositary may close the register at
any time or from time to time, when deemed expedient by it in connection with
the performance of its duties hereunder or at the request of the Company,
subject in each case to the terms and conditions of Section 7.08 of the Deposit
Agreement.


                                      A-4


      (4) Certain Limitations. As a condition precedent to the execution and
delivery, registration, registration of transfer, split-up or combination or
surrender of any Receipt or the withdrawal of any Deposited Securities, the
Depositary, the Company or the Custodian may require from the Holder, the
presenter of a Receipt or the depositor of Shares (i) payment of a sum
sufficient to reimburse it for any tax or other governmental charge and any
stock transfer or registration fee with respect thereto (including any such tax
or charge and fee with respect to CPOs being deposited or withdrawn) and payment
of any charges of the Depositary upon delivery of Receipts against deposits of
CPOs and upon withdrawal of Deposited Securities against surrender of Receipts
as provided in paragraph (7) of this Receipt; (ii) compliance with such
reasonable regulations, if any, as the Depositary and the Company may establish
consistent with the provisions of the Deposit Agreement; and (iii) production of
proof satisfactory to it as to the identity and genuineness of any signature
appearing on any form, certificate or other document delivered to the Depositary
in connection with the Deposit Agreement, including but not limited to in the
case of Receipts, a signature guarantee in accordance with standard industry
practice.

      The delivery of Receipts against deposits of CPOs generally or of
particular CPOs may be suspended or withheld, or the registration of transfer of
Receipts in particular instances may be refused, or the registration of transfer
generally may be suspended, during any period when the transfer books of the
Depositary (or the appointed agent of the Depositary for the transfer and
registration of ADSs), the Company (or the appointed agent of the Company for
transfer and registration of Shares) or the Trust are closed, or if any such
action is deemed necessary or advisable by the Company or the Depositary or the
Trustee at any time or from time to time because of any requirement of law or of
any government or governmental body or commission or for any other reason.
Notwithstanding any other provision of the Deposit Agreement, the surrender of
outstanding Receipts and withdrawal of Deposited Securities represented thereby
may be suspended, but only as required in connection with (i) temporary delays
caused by closing the transfer books of the Depositary or the issuer of any
Deposited Securities or the deposit of Shares in connection with voting at a
shareholders' meeting, or the payment of dividends, (ii) payment of fees, taxes
and similar charges or (iii) compliance with any U.S or foreign laws or
governmental regulations relating to the Receipts or to the withdrawal of the
Deposited Securities.


                                      A-5


      (5) Liability of Holders and Beneficial Owners for Taxes and Other
Charges. If any Mexican or other tax or other governmental charge shall become
payable with respect to this Receipt or any Deposited Securities represented by
the ADSs evidenced by this Receipt, such tax or other governmental charge shall
be payable by the Holder hereof, who shall pay the amount thereof to the
Depositary. The Depositary may refuse, and the Company shall be under no
obligation, to effect any registration of transfer of all or part of this
Receipt or any deposit or withdrawal of Deposited Securities represented by ADSs
evidenced hereby until such payment is made, and may withhold or deduct from any
dividends or other distributions, or may sell for the account of the Holder
hereof any part or all of the Deposited Securities represented by ADSs evidenced
hereby, and may apply such dividends or other distributions or the proceeds of
any such sale in payment of such tax or other governmental charge, the Holder
hereof remaining liable for any deficiency.

      (6) Warranties by Depositor. Each person depositing CPOs under the Deposit
Agreement shall be deemed thereby to represent and warrant that (i) such CPOs
(and the Shares represented by such CPOs) and each certificate therefor are
validly issued and outstanding, fully paid and nonassessable, (ii) any
preemptive rights then in effect with respect to such CPOs (and the Shares
represented by such CPOs) have been validly waived or exercised, (iii) the
person making such deposit is duly authorized so to do and (iv) such CPOs (and
the Shares represented by the CPOs) and the ADSs issuable upon such deposit are
not and will not be "restricted securities" (as defined in the Deposit
Agreement). Such representations and warranties shall survive the deposit or
withdrawal of CPOs and issuance or cancellation of Receipts in respect thereof.


                                      A-6


      (7) Charges of Depositary. Holders and Beneficial Owners agree to pay (i)
the fees of the Depositary for the execution and delivery of Receipts pursuant
to Section 2.02 of the Deposit Agreement and the making of withdrawals pursuant
to Section 2.05 of the Deposit Agreement, each as provided in Exhibit B to the
Deposit Agreement, (ii) taxes and other governmental charges, (iii) such
registration fees as may from time to time be in effect for the registration of
transfers of CPOs generally on the register of the Trust or its appointed agent
for the registration of transfer and accordingly applicable to transfers of CPOs
to the name of the Depositary or its Nominee or a Custodian or its nominee on
the making of deposits pursuant to Section 2.02 or withdrawals pursuant to
Section 2.05 of the Deposit Agreement, (iv) such cable, telex and facsimile
transmission and delivery expenses as are expressly provided in the Deposit
Agreement to be at the expense of persons depositing CPOs or Holders and (v)
such customary expenses as are incurred by the Depositary in the conversion of
foreign currency pursuant to Section 4.06 of the Deposit Agreement. Any other
charges and expenses of the Depositary under the Deposit Agreement will be paid
by the Company after consultation and agreement between the Depositary and the
Company concerning the nature and amount of such charges and expenses. All fees
and charges may at any time and from time to time be changed by agreement
between the Company and the Depositary. The charges and expenses of the
Custodian, Nominee or any other agent of the Depositary are for the sole account
of the Depositary.


                                      A-7


      (8) Title to Receipts. Subject to the limitations set forth herein or in
the Deposit Agreement, it is a condition of this Receipt, and every successive
Holder hereof by accepting or holding the same consents and agrees, that when
properly endorsed or accompanied by properly executed instruments of transfer
(including signature guarantees in accordance with standard industry practice),
title to this Receipt (and to the Deposited Securities represented by the ADSs
evidenced hereby), is transferable by delivery with the same effect as in the
case of a certificated security under the law of the State of New York;
provided, however, that the Depositary and the Company, notwithstanding any
notice to the contrary, may deem and treat the Holder of this Receipt as the
absolute owner hereof for any purpose, including but not limited to the purpose
of determining the person entitled to distribution of dividends or other
distributions or to any notice provided for in the Deposit Agreement and for all
other purposes, and none of the Depositary, the Trustee or the Company shall
have any obligation or be subject to any liability under the Deposit Agreement
to any holder of a Receipt unless such holder is the registered Holder hereof.

      (9) Validity of Receipt. This Receipt shall not be entitled to any
benefits under the Deposit Agreement or be valid or enforceable for any purpose
unless is (i) dated, (ii) signed by the manual or facsimile signature of a duly
authorized signatory of the Depositary, (iii) countersigned by the manual or
facsimile signature of a duly authorized signatory of the Registrar, and (iv)
registered in the books maintained by the Registrar for the registration of
issuances and transfers of Receipts. No Receipt and no ADS evidenced thereby
shall be entitled to any benefits under the Deposit Agreement or be valid or
enforceable for any purpose against the Depositary or the Company, unless such
Receipt shall have been so dated, signed, countersigned and registered. Receipts
bearing the facsimile signature of a duly authorized signatory of the Depositary
or the Registrar, who at the time of signature was a duly authorized signatory
of the Depositary or the Registrar, as the case may be, shall bind the
Depositary, notwithstanding the fact that such signatory has ceased to be so
authorized prior to the delivery of such Receipt by the Depositary.


                                      A-8


      (10) Disclosure of Beneficial Ownership. The Company and the Depositary
may from time to time request Holders, former Holders, Beneficial Owners or
former Beneficial Owners to provide information as to the capacity in which they
hold or held this Receipt or own or owned such beneficial interest and regarding
the identity of any other persons then or previously interested in this Receipt
and the nature of such interest and various other matters. The Holder and
Beneficial Owners hereof agree to provide any such information reasonably
requested by the Company or the Depositary pursuant to this paragraph.

      (11) Ownership Restrictions. The Company may restrict transfers of the
CPOs where such transfer might result in ownership of CPOs exceeding the limits
under applicable law or the Company's Estatutos Sociales. The Company may also
restrict, in such manner as it deems appropriate in its sole discretion,
transfers of the ADSs where such transfer may result in the total number of CPOs
represented by the ADSs beneficially owned by a single Holder or Beneficial
Owner to exceed the limits under any applicable law or the Company's Estatutos
Sociales. The Company may, in such manner as it deems appropriate in its sole
discretion, instruct the Depositary to take action with respect to the ownership
interest of any Holder or Beneficial Owner in excess of the limitation set forth
in the preceding sentences, including but not limited to a mandatory sale or
disposition on behalf of a Holder of the CPOs represented by the ADSs held by
such Holder in excess of such limitations, if and to the extent such disposition
is permitted by law.


                                      A-9


      (12) Available Information. The Company files reports with the Commission
pursuant to the reporting requirements of the Securities Exchange Act of 1934.
These reports can be inspected and copied at public reference facilities
maintained by the Commission located at Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549.

      (13) Compliance with U.S. Securities Laws. Notwithstanding anything in the
Deposit Agreement to the contrary, the withdrawal or delivery of Deposited
Securities will not be suspended by the Company or the Depositary except as be
permitted by Instruction I.A.(1) of the General Instructions to Form F-6
Registration Statement, as amended from time to time, under the Securities Act
of 1933.

Dated: __________

                                        CITIBANK, N.A.,
Countersigned                           as Depositary

By                                      By:
   -----------------------------            -----------------------------
   Authorized Signatory                     Vice President

      The address of the Principal Office of the Depositary is 111 Wall Street,
20th Floor, New York, New York 10043.


                                      A-10


                          (FORM OF REVERSE OF RECEIPT)

                    SUMMARY OF CERTAIN ADDITIONAL PROVISIONS

                            OF THE DEPOSIT AGREEMENT

      (14) Distributions Upon Deposited Securities. Whenever the Depositary or
the Custodian receives any cash dividend or cash distribution by the Company on
any Deposited Securities, the Depositary shall, subject to the Deposit
Agreement, as soon as possible convert or cause such dividend or distribution to
be converted into dollars and shall promptly distribute such amount to the
Holders entitled thereto in proportion to the number of ADSs representing such
Deposited Securities held by them respectively; provided, however, that in the
event that the Company, the Trustee, the Custodian or the Depositary shall be
required to withhold and does withhold, subject to Section 4.11 of the Deposit
Agreement, from any cash dividend or other cash distribution in respect of any
Deposited Securities an amount on account of taxes or other governmental
charges, the amount distributed to the Holder in respect of ADSs representing
Deposited Securities shall be reduced accordingly. Cash distributions and cash
proceeds from sales of non-cash distributions in foreign currency will be
converted by sale or such other manner as the Depositary may determine into
dollars (net of the Depositary's reasonable and customary expenses in effecting
such conversion) before distribution to Holders. If in the judgment of the
Depositary amounts received in foreign currency may not be converted on a
reasonable basis into dollars distributable to the Holders entitled thereto, or
if any approval or license of any governmental authority or agency thereof which
is required for such conversion is denied or in the opinion of the Depositary is
not obtainable, or if any such approval or license is not obtained within a
reasonable period as determined by the Depositary, the Depositary may distribute
the foreign currency (or an appropriate document evidencing the right to receive


                                      A-11


such foreign currency) received by the Depositary to, or in its discretion may
hold such foreign currency for the respective accounts of, the Holders entitled
to receive the same. If any such conversion of foreign currency, in whole or in
part, cannot be effected for distribution to some Holders entitled thereto, the
Depositary may in its discretion make such conversion and distribution in
dollars to the extent permissible to the Holders for whom such conversion and
distribution is practicable and may distribute the balance of the foreign
currency received by the Depositary to, or hold such balance for the account of,
the Holders for whom such conversion and distribution is not practicable. If any
distribution upon any Deposited Securities consists of a dividend in, or free
distribution of, CPOs, the Depositary may, with the Company's approval and
shall, if the Company shall so request (i) instruct the Company to deposit or
cause such CPOs to be deposited with Indeval and registered in the name of the
Custodian and (ii) subject to the Deposit Agreement, distribute to the Holders
of outstanding Receipts entitled thereto, in proportion to the number of ADSs
representing such Deposited Securities held by them respectively, additional
Receipts for an aggregate number of ADSs representing the proportionate number
of CPOs received as such dividend or free distribution, after deduction or upon
payment of the fees of the Depositary as provided in Exhibit B to the Deposit
Agreement; provided, however, that if for any reason (including any requirement
that the Company, the Trustee or the Depositary withhold an amount on account of
taxes or other governmental charges or that such Shares or CPOs must be
registered under the Securities Act of 1933 in order to be distributed to
Holders of Receipts) the Depositary deems such distribution not to be feasible,
the Depositary may adopt such method, as it may deem equitable and practicable
for the purpose of effecting such distribution, including the sale (at public or


                                      A-12


private sale) of the CPOs thus received, or any part thereof, and the
distribution of the net proceeds of any such sale by the Depositary to the
Holders entitled thereto as in the case of a distribution received in cash. In
lieu of issuing Receipts for fractional ADSs in any such case, the Depositary
shall sell the number of Shares or CPOs represented by the aggregate of such
fractions and distribute the net proceeds in dollars as in the case of a
distribution received in cash. If additional Receipts are not so distributed
(except pursuant to the preceding sentence), each ADS shall thenceforth also
represent its proportionate interest in the additional CPOs so distributed.

      If the Company shall offer or cause to be offered to the holders of any
Deposited Securities any rights to subscribe for additional CPOs (including any
rights to subscribe for additional Shares) or any rights of any other nature,
the Depositary, after consultation with the Company, shall have discretion as to
the procedure to be followed in making such rights available to the Holders
entitled thereto, subject to the Deposit Agreement, or in disposing of such
rights on behalf of such Holders and making the net proceeds available in
dollars to such Holders or, if by the terms of such rights offering or by reason
of applicable law, the Depositary can neither make such rights available to such
Holders nor dispose of such rights and make the net proceeds available to such
Holders, then the Depositary shall allow the rights to lapse; provided, however,
that the Depositary will, if requested by the Company in writing, either (x)
after deduction or upon payment of any applicable fees of the Depositary, make
such rights available to Holders by means of warrants or otherwise, if lawful
and feasible, or (y) if making such rights available to all or certain Holders
is not lawful or not feasible, or if the rights represented by such warrants or
such other instruments are not exercised and appear to be about to lapse, use
its reasonable efforts to sell such rights or warrants or other instruments, at
public or private sale, at such place or places and upon such terms as the
Depositary may deem reasonable and proper, and allocate the net proceeds of such
sales for the accounts of the Holders otherwise entitled, to such rights,
warrants or other instruments upon an averaged or other practicable basis
without regard to any distinctions among such Holders because of exchange
restrictions.


                                      A-13


      Whenever the Custodian or the Depositary shall receive any distribution of
securities or property other than cash, CPOs or rights to subscribe for CPOs,
the Depositary shall cause such securities or property to be distributed
promptly to the Holders entitled thereto in proportion to the number of ADSs
representing such Deposited Securities held by them respectively, in any manner
that the Depositary may deem equitable and practicable for accomplishing such
distribution; provided, however, that if in the opinion of the Depositary it
cannot cause such securities or property to be distributed or such distribution
cannot be made proportionately among the Holders entitled thereto, or if for any
other reason (including any requirement that the Company, the Trustee, the
Custodian or the Depositary withhold an amount on account of taxes or other
governmental charges) the Depositary deems such distribution not to be feasible,
the Depositary may adopt such method as it may deem equitable and practicable
for the purpose of effecting such distribution, including the sale (at public or
private sale) of the securities or property thus received, or any part thereof,
and the net proceeds of any such sale shall be distributed by the Depositary to
the Holders entitled thereto as in the case of a distribution received in cash.


                                      A-14


      (15) Record Dates. Whenever any cash dividend or other cash distribution
shall become payable or any distribution other than cash shall be made, or
whenever rights shall be issued, with respect to the Deposited Securities, or
whenever, for any reason, the Depositary causes a change in the number of CPOs
that are represented by each ADS or whenever the Depositary shall receive notice
of any meeting of holders of Deposited Securities (including notices of any
meeting of holders of Shares underlying the CPOs), the Depositary shall fix a
record date after consultation with the Company (which shall be as near as
practicable to the corresponding record date, if any, for Deposited Securities
set by the Company or the Trustee) for the determination of the Holders who
shall be entitled to receive such dividend, distribution of rights, or the net
proceeds of the sale thereof, or to give instructions for the exercise of voting
rights, if any, at any such meeting. Subject to the terms and conditions of the
Deposit Agreement, the Holders on such record date shall be entitled to receive
the amount distributable by the Depositary with respect to such dividend or
other distribution or such rights or the net proceeds of same thereof and to
exercise the rights of Holders with respect to the Deposited Securities
represented by the ADSs held by the them respectively.

      (16) Voting of Deposited Securities. Holders will not be entitled to vote
the Shares underlying CPOs deposited thereunder, and all of such Shares will be
voted by the Trustee in the same manner as the majority of Shares that are not
held in the Trust and that are voted at the relevant meeting. As soon as
practicable after the receipt of a notice of any meeting of holders of Shares or
other securities underlying Deposited Securities, the Depositary shall mail the
information contained in such notice to Holders together with a statement that,
pursuant to the provisions of the CPOs and the agreement creating the Trust,
Holders may not exercise voting rights with respect to the Shares underlying the
CPOs, and that the Trustee will vote all such Shares in the same manner as the
majority of all Shares that are not held in the Trust and that are voted at the
relevant meeting. As soon as practicable after receipt of notice of any meeting
of holders of CPOs or other Deposited Securities, the Depositary shall fix a
record date for determining the Holders entitled to give instructions for the
exercise of voting rights, if any, as provided in paragraph (15) and shall mail


                                      A-15


to the Holders of record a notice which shall contain: (a) such information as
is contained in such notice of meeting, (b) a statement, if provided by the
Trustee or the Common Representative or the Company, as applicable, that the
Holders at the close of business on a specified record date will be entitled,
subject to the terms of this paragraph, any applicable provisions of Mexican
law, of the Trust and of the Estatutos Sociales of the Company (which
provisions, shall be summarized in pertinent part, if such summary is provided
by the Trustee or the Common Representative), to instruct the Depositary as to
the exercise of the voting rights, if any, pertaining to the number of CPOs or
other Deposited Securities represented by the respective ADSs evidenced by their
respective Receipt or Receipts and a brief statement as to the manner in which
instructions may be given, including an express indication that instructions may
be given to the Depositary to give a discretionary proxy to a person designated
by the Trustee. Upon the written request of a Holder on such record date,
received on or before the date established by the Depositary for such purpose,
the Depositary shall endeavor insofar as is practicable to vote or cause to be
voted the number of Deposited Securities represented by the ADSs evidenced by
the Receipt or Receipts of such Holder in accordance with the instructions set
forth in such request.

      The Depositary agrees not to vote or cause to be voted the CPOs or other
Deposited Securities represented by the ADSs evidenced by a Receipt unless it
receives instructions from the Holder.


                                      A-16


      (17) Changes Affecting Deposited Securities. Upon any change in par value,
split-up, consolidation or any other reclassification of CPOs, or the securities
represented by CPOs, or upon any recapitalization, reorganization, merger or
consolidation or sale of assets affecting the Company or to which it is a party,
any securities which shall be received by the Depositary or the Custodian in
exchange for, or in conversion, replacement or otherwise in respect of,
Deposited Securities shall be treated as Deposited Securities under the Deposit
Agreement, and the Receipts shall, subject to the terms of the Deposit Agreement
and applicable laws, including any applicable provisions of the Securities Act
of 1933, thenceforth evidence ADSs representing the right to receive Deposited
Securities including the securities so received in exchange or conversion to the
extent additional Receipts are not delivered pursuant to the following sentence.
In any such case the Depositary may with the approval of the Company and
Trustee, and shall at the Company's request, subject to Section 5.09 and the
other terms of the Deposit Agreement, execute and deliver additional Receipts as
in the case of a dividend of CPOs, or call for the surrender of outstanding
Receipts to be exchanged for new Receipts, specifically describing such newly
received Deposited Securities. Immediately upon the occurrence of any such event
referred to in this paragraph in respect of Deposited Securities, the Depositary
shall give written notice thereof to Holders, at the Company's expense.

      (18) Reports; Inspection of Register. The Depositary shall make available
for inspection during business hours by Holders and Beneficial Owners at its
Principal Office and at the principal office of each Custodian copies of the
Deposit Agreement, and any notices, reports or communications, including any
proxy soliciting materials, received from the Company, the Common Representative
or the Trustee which are both (a) received by the Depositary or the Custodian or
the nominee of either, as the holder of the Deposited Securities, and (b) made
generally available to the holders of such Deposited Securities by the Company,
the Common Representative or the Trustee. The Depositary shall keep books at its
Principal Office for the registration and transfer of Receipts, which books
shall be open at all reasonable times for inspection by Holders or the Company,
provided shat such inspection shall not be for the purpose of communicating with
Holders in the interest of a business or object other than the business of the
Company or the Trust or a matter related to the Deposit Agreement or the
Receipts.


                                      A-17


      (19) Withholding. In connection with any distribution to Holders, the
Company, the Trustee, or the Depositary or their respective agents, as
appropriate, will remit to the appropriate governmental authority or agency all
amounts (if any) required to be withheld by the Company, the Trustee, the
Depositary or their respective agents and owing to such authority or agency. The
Depositary will forward to the Company, the Trustee or their respective agents
such information from its records as the Company, the Trustee or their agents
may reasonably request to enable the Company or the Trustee or their agents to
file necessary reports with governmental authorities or agencies. If the
Depositary determines that any distribution in property (including CPOs and
rights to subscribe therefor) is subject to any taxes or governmental charges
which the Depositary is obligated to withhold, the Depositary may dispose of all
or a portion of such property (including CPOs and rights to subscribe therefor)
in such amounts and in such manner as the Depositary deems necessary and
practicable to pay such taxes or governmental charges, by public or private
sale, and the Depositary shall distribute the net proceeds of any such sale or
the balance of any such property after deduction of such taxes or governmental
charges to the Holders entitled thereto in proportion to the number of ADSs held
by them respectively.


                                      A-18


      (20) Liability of the Company and the Depositary. None of the Depositary,
the Company or their agents, if any, shall incur any liability to any Holder or
Beneficial Owner or other person if, by reason of any present or future law, the
Estatutos Sociales of the Company, the provisions of or governing any Deposited
Securities, any act of God, war or other circumstance beyond its control, the
Depositary, the Company or their agents shall be prevented, delayed or forbidden
from doing or performing any act or thing which by the terms of the Deposit
Agreement it is provided shall be done or performed. Each of the Company, the
Depositary and their agents assumes no obligation and shall be subject to no
liability under the Deposit Agreement or this Receipt to Holders or Beneficial
Owners or other persons, except to perform such obligations as are specifically
set forth and undertaken by it to be performed in the Deposit Agreement in good
faith and using its best judgment. The Depositary and the Company undertake to
perform such duties and only such duties as are specifically set forth in the
Deposit Agreement, and no implied covenants or obligations shall be read into
the Deposit Agreement against the Depositary or the Company or their respective
agents. None of the Depositary, the Company or their agents shall be (a) under
any obligation to appear in, prosecute or defend any action, suit or other
proceeding in respect of any Deposited Securities or this Receipt which in its
opinion may involve it in expense or liability, unless indemnity satisfactory to
it in its sole discretion against all expense and liability be furnished as
often as may be required or (b) liable for any action or inaction by it or them
in reliance upon the advice of or information from legal counsel, accountants,
any person presenting Shares for deposit, any Holder, Beneficial Owner or any
other person believed by it or them in good faith to be competent to give such
advice or information. The Depositary, the Company and their respective agents
may rely and shall be protected in acting upon any written notice, request,
direction or other document believed by them to be genuine and to have been
signed or presented by the proper party or parties. Subject to the Deposit
Agreement, the Depositary shall not be responsible for the manner in which any
vote is cast or for the effect of any such vote provided that such action or
non-action is taken in good faith and in accordance with the Deposit Agreement.


                                      A-19


      (21) Certain Rights of the Depositary; Limitations. Subject to the further
terms and provisions of this paragraph (21), Citibank, N.A. and its Agents may
own and deal in any class of securities of the Company and its Affiliates and
the Trust and in Receipts. The Depositary may issue Receipts against evidence of
rights to receive CPOs from the Trustee, or any custodian, registrar, transfer
agent, clearing agency or other entity involved in ownership or transaction
records in respect of the CPOs. Such evidence of rights shall consist of written
blanket or specific guarantees of ownership of CPOs furnished on behalf of the
holder thereof. The Depositary shall not lend CPOs or Receipts; provided,
however, that the Depositary reserves the right to (i) issue Receipts prior to
the receipt of CPOs pursuant to Section 2.02 of the Deposit Agreement and (ii)
deliver CPOs prior to the receipt and cancellation of Receipts pursuant to
Section 2.05 of the Deposit Agreement, including Receipts which were issued
under (i) above but for which CPOs may not have been received. The Depositary
may receive Receipts in lieu of CPOs under (i) above and receive CPOs in lieu of
Receipts under (ii) above. Each such transaction shall be subject to the terms
and conditions provided in the Deposit Agreement.

      (22) Resignation and Removal of the Depositary; the Custodian. The
Depositary may at any time resign as Depositary under the Deposit Agreement by
written notice to the Company of its election so to do or be removed by the
Company by written notice to the Depositary, such resignation or removal to take
effect upon the appointment of a successor depositary and its acceptance of such
appointment as provided in the Deposit Agreement. The Depositary may, upon
approval of the Company, which shall not be unreasonably withheld, at any time
appoint substitute or, if permitted by Mexican and other applicable law,
additional Custodians and the term "Custodian" refers to each Custodian or all
Custodians as the context requires.


                                      A-20


      (23) Amendment of Deposit Agreement and Receipts. This Receipt and the
Deposit Agreement may at any time and from time to time be amended by agreement
between the Company and the Depositary in any respect which they may deem
necessary or desirable. Any amendment which shall impose or increase any fees or
charges (other than the fees of the Depositary for the issuance and delivery of
Receipts or the making of deposits, if any, and other taxes and charges listed
in paragraph (7)) or which shall otherwise prejudices any substantial existing
right of Holders or Beneficial Owners, shall not, however, become effective as
to outstanding Receipts until the expiration of 90 days after notice of such
amendment shall have been given to the Holders of outstanding Receipts. Every
Holder and Beneficial Owner hereof at the expiration of 90 days after such
notice shall be deemed by continuing to hold such Receipt or beneficial interest
therein to consent and agree to such amendment and to be bound by the Deposit
Agreement or the Receipt as amended thereby. In no event shall any amendment
impair the right of the Holder hereof to surrender this Receipt and receive
therefor the Deposited Securities represented hereby, except in order to comply
with mandatory provisions of applicable law.

      (24) Termination of Deposit Agreement. The Depositary shall at any time at
the direction of the Company terminate the Deposit Agreement by mailing notice
of such termination to the Holders of all Receipts then outstanding at least 60
days prior to the date fixed in such notice for such termination. The Depositary
may likewise terminate the Deposit Agreement at any time after the expiration of
60 days after the Depositary shall have delivered to the Company a written
notice of its election to resign, provided that no successor depositary shall
have been appointed and accepted its appointment as provided in the Deposit
Agreement before the end of such 60 day period. After the date so fixed for
termination, the Depositary shall perform no further acts under the Deposit


                                      A-21


Agreement, except to continue to collect dividends and other distributions
pertaining to Deposited Securities, sell property and rights and convert
Deposited Securities into cash as provided in the Deposit Agreement, and
continue to deliver Deposited Securities, together with any dividends or other
distributions received with respect thereto and the net proceeds of the sale of
any rights or other property (in all such cases, without liability for
interest), in exchange for Receipts surrendered to the Depositary. At any time
after the expiration of six months from the date of termination, the Depositary
may sell the Deposited Securities then held hereunder and may thereafter hold in
an unsegregated escrow account the net proceeds of any such sale, together with
any other cash or property then held by it hereunder, without liability for
interest, for the pro rata benefit of the Holders of Receipts which have not
theretofore been surrendered. After making such sale, the Depositary shall be
discharged from all obligations under the Deposit Agreement, except to account
for such net proceeds and other cash and for its obligations under Section 5.10
of the Deposit Agreement. Notwithstanding anything to the contrary in this
paragraph, the Deposit Agreement, unless otherwise extended by the Company and
the Depositary, shall automatically terminate on the date of the termination of
the agreement creating the Trust. Upon such termination, the Depositary shall
sell any remaining Deposited Securities or Shares underlying CPOs, and after (i)
converting or causing to be converted in the same manner as if such conversion
were being effected with respect to distribution (as provided in Section 4.06 of
the Deposit Agreement) the proceeds of such sales together with all proceeds of
sales of Shares underlying the CPOs received by the Custodian from the Trustee
into dollars and (ii) withholding or upon payment of the fees of the Depositary,
distribute such net proceeds and any other cash then being held by it to the
Holders entitled thereto in proportion to their respective holdings.


                                      A-22


      (25) The CPO Trust. The CPO Trust Agreement has been authorized by the
General Directorate of Foreign Investments (Direccion General de Inversiones
Extranjeras). The CPO Trust Agreement is registered with the National Registry
of Foreign Investment (Registro Nacional de Inversiones Extranjeras). The
National Banking and Securities Commission of Mexico (Comision Nacional Bancaria
y de Valores) has authorized the issuance of CPOs by the CPO Trustee.
Registration of the CPOs upon their issuance in the Securities Section (Seccion
de Valores) and in the Special Section (Seccion Especial) of the National
Registry of Securities and Intermediaries (Registro Nacional de Valores e
Intermediarios) has been approved by the National Banking and Securities
Commission (Comision Nacional Bancaria y de Valores). Nacional Financiera,
S.N.C. is the CPO Trustee of the CPO Trust. The CPO Trust operates through
Indeval, the central depository for participants trading on the Mexican
Securities Exchange, which maintains ownership records of the CPOs in book-entry
form. The principal executive office of the CPO Trustee is located as of the
date of the Deposit Agreement at: Insurgentes Sur 1971, Col. Guadalupe Inn, C.P.
01020, Mexico D.F., Mexico. An English translation of the CPO Trust Agreement is
attached hereto as Exhibit C. The terms of the CPO Trust (as in effect as of the
date hereof) are briefly described as follows (which description may not be
considered to be a representation or warranty by the Company, the Depositary, or
any Custodian and is qualified by and subject to the terms of the CPO Trust
Agreement): (i) each CPO represents financial interests in one (1) A Share held
in the CPO Trust; (ii) the CPOs have limited voting rights that are described in
Section 4.08 of the Deposit Agreement; (iii) dividends on the A Shares
underlying the CPOs are credited to the CPO holders' accounts by the CPO Trustee
through Indeval, upon receipt thereof from the Company; (iv) as determined by
the CPO Trustee, CPO holders may receive notices, reports and proxy solicitation
materials at the same times as direct holders of Shares receive such materials;


                                      A-23


(v) any rights pertaining to the CPOs may be exercised by CPO holders through
Indeval by the CPO Trustee, at the same time as direct holders of Shares receive
any such rights, provided such rights can be exercised by CPO holders; (vi) any
securities resulting from dividends, splits or plans of reorganization are
distributed to CPO holders through Indeval, at the same time as direct holders
of Shares receive any such rights; (vii) the CPO Trust is scheduled to terminate
as indicated in the CPO Trust Agreement (Exhibit C of the Deposit Agreement), at
which point the Depositary will take the actions contemplated in Section 6.02 of
the Deposit Agreement, unless otherwise extended by the Company and the
Depositary; and (viii) holders of CPOs are entitled to withdraw Shares from the
CPO Trust if they are Mexican nationals or Mexican corporations whose by-laws
exclude foreign ownership of their shares. No fees or charges are imposed
directly or indirectly against CPO holders under the CPO Trust.

      FOR VALUE RECEIVED, the undersigned Holder hereby sell(s), assign(s) and
transfer(s) unto _______________ whose taxpayer identification number is
_________ and whose address including postal zip code is _____ the within
Receipt and all rights thereunder, hereby irrevocably constituting and
appointing _______________ attorney-in-fact to transfer said Receipt on the
books of the Depositary with full power of substitution in the premises.

SIGNATURE GUARANTEED


--------------------


                                      A-24


                                    EXHIBIT B

                            CHARGES OF THE DEPOSITARY

          Service                                Rate                         To Whom Paid
          -------                                ----                         ------------
(1) Receipt of deposits and          Up to $5.00 per 100 American      Party to whom Receipts are
    delivery of Receipts             Depositary Shares (or fraction    issued
                                     thereof)

(2) Delivery of deposited CPOs       Up to $5.00 per 100 American      Party surrendering Receipts for
    or other Deposited Securities,   Depositary Shares (or fraction    the purpose of withdrawal.
    property and cash against        thereof)
    surrender of Receipts

      Holders and Beneficial Owners shall pay (i) taxes and other governmental
charges, (ii) such registration fees as may from time to time be in effect for
the registration of transfers of CPOs generally on the register of the Trust or
its appointed agent for the registration of transfer and accordingly applicable
to transfers of CPOs to the name of the Depositary or its Nominee or a Custodian
or its nominee on the making of deposits pursuant to Section 2.02 or withdrawals
pursuant to Section 2.05 of the Deposit Agreement, (iii) such cable, telex and
facsimile transmission and delivery expenses as are expressly provided in the
Deposit Agreement to be at the expense of persons depositing CPOs or Holders and
(iv) such customary expenses as are incurred by the Depositary in the conversion
of foreign currency pursuant to Section 4.06 of the Deposit Agreement.

      The Company after consultation and agreement between the Depositary and
the Company as to the amount and nature of any other charges, will pay those
other charges of the Depositary and those of any Registrar, co-transfer agent or
co-registrar not payable by the Holders and use changes of the Trustee plus
reasonable out-of-pocket expenses such as printing, translation, stationery,
postage, insurance, cables, etc., incurred by the Depositary in the exercise of
its duties and of litigations under the Deposit Agreement, in accordance with
written agreements entered into between the Depositary and the Company from time
to time.


                                      B-1