Effective August 28, 2013 the Companys American Depositary Share (ADS) Ratio
Changed from Each American Depositary Share Represents TwentyFive Deposited
Shares (1:25) to Each American Depositary Share Represents Four Deposited
Shares (1:4)


Exhibit A to Deposit Agreement



No.

AMERICAN DEPOSITARY SHARES
(Each American Depositary Share represents
twentyfive (25) deposited Shares)

THE BANK OF NEW YORK
AMERICAN DEPOSITARY RECEIPT
FOR COMMON STOCK SERIES B SHARES
OF NO PAR VALUE OF
GRUPO HERDEZ, S.A. DE C.V.
(INCORPORATED UNDER THE LAWS OF THE UNITED
MEXICAN STATES)

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


AMERICAN DEPOSITARY SHARES
representing deposited Common Stock Series B
Shares (herein called Shares) of Grupo Herdez,
S.A. de C.V., incorporated under the laws of
Mexico (herein called the Company).  At the
date hereof, each American Depositary Share
represents twentyfive (25) Shares which are
either deposited or subject to deposit under
the deposit agreement at the Mexico City,
Mexico offices of NAFINSA and Bancomer (herein
collectively called the Custodian).  The
Depositarys Corporate Trust Office is located
at a different address than its principal
executive office.  Its Corporate Trust Office
is located at 101 Barclay Street, New York,
N.Y. 10286, and its principal executive office
is located at 48 Wall Street, New York, N.Y.
10286.

THE DEPOSITARYS CORPORATE TRUST OFFICE ADDRESS
IS 101 BARCLAY STREET, NEW YORK, N.Y.  10286

1.	THE DEPOSIT AGREEMENT.
This American Depositary Receipt is one of an
issue (herein called Receipts), all issued and
to be issued upon the terms and conditions set
forth in the deposit agreement, dated as of
January 29, 1997 (herein called the Deposit
Agreement), by and among the Company, the
Depositary, and all Owners and holders from
time to time of Receipts issued thereunder,
each of whom by accepting a Receipt agrees to
become a party thereto and become bound by all
the terms and conditions thereof.  The Deposit
Agreement sets forth the rights of Owners and
holders of the Receipts and the rights and
duties of the Depositary in respect of the
Shares deposited thereunder and any and all
other securities, property and cash from time
to time received in respect of such Shares and
held thereunder (such Shares, securities,
property, and cash are herein called Deposited
Securities).  Copies of the Deposit Agreement
are on file at the Depositarys Corporate Trust
Office in New York City and at the office of
the Custodian.

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

2.	SURRENDER OF RECEIPTS AND WITHDRAWAL OF
SHARES.
Upon surrender of this Receipt at the Corporate
Trust Office of the Depositary of this Receipt,
and upon payment of the fee of the Depositary
provided in this Receipt, and subject to the
terms and conditions of the Deposit Agreement,
the Owner hereof is entitled to delivery, to
him or upon his order, of the amount of Depos-
ited Securities at the time represented by the
American Depositary Shares for which this Re-
ceipt is issued.  Delivery of such Deposited
Securities may be made by the delivery of (a)
certificates in the name of the Owner hereof or
as ordered by him or by the delivery of cer-
tificates properly endorsed or accompanied by a
proper instrument or instruments of transfer
and (b) any other securities, property and cash
to which such Owner is then entitled in respect
of this Receipt.  Such delivery will be made at
the option of the Owner hereof, either at the
office of the Custodian or at the Corporate
Trust Office of the Depositary, provided that
the forwarding of certificates for Shares or
other Deposited Securities for such delivery at
the Corporate Trust Office of the Depositary
shall be at the risk and expense of the Owner
hereof.  Notwithstanding any other provision of
the Deposit Agreement or the Receipts, the sur-
render of outstanding Receipts and withdrawal
of Deposited Securities may be suspended only
for (i) temporary delays caused by closing the
transfer books of the Depositary or the Company
or the deposit of Shares in connection with
voting at a shareholders meeting, or the
payment of dividends, (ii) the payment of fees,
taxes and similar charges, and (iii) compliance
with any U.S. or foreign laws or governmental
regulations relating to the Receipts or to the
withdrawal of the Deposited Securities.

3.	TRANSFERS, SPLITUPS, AND COMBINATIONS OF
RECEIPTS.
The transfer of this Receipt is registrable on
the books of the Depositary at its Corporate
Trust Office by the Owner hereof in person or
by a duly authorized attorney, without
unreasonable delay, upon surrender of this
Receipt properly endorsed for transfer or ac-
companied by a proper instrument or instruments
of transfer and funds sufficient to pay any ap-
plicable transfer taxes and the fees and
expenses of the Depositary and upon compliance
with such regulations, if any, as the
Depositary may establish for such purpose.
This Receipt may be split into other such
Receipts, or may be combined with other such
Receipts into one Receipt, evidencing the same
aggregate number of American Depositary Shares
as the Receipt or Receipts surrendered.  As a
condition precedent to the execution and
delivery, registration of transfer, splitup,
combination, or surrender of any Receipt or
withdrawal of any Deposited Securities, the
Depositary, the Custodian, or Registrar may
require payment from the depositor of Shares or
the presentor of the Receipt of a sum
sufficient to reimburse it for any tax or other
governmental charge and any stock transfer or
registration fee with respect thereto
(including any such tax or charge or fee with
respect to the Shares being deposited or with-
drawn) and payment of any applicable fees as
provided in the Deposit Agreement or this
Receipt, may require the production of proof
satisfactory to it as to the identity and
genuineness of any signature and may also
require compliance with any regulations the
Depositary may establish consistent with the
provisions of the Deposit Agreement or this
Receipt.

The delivery of Receipts against deposits of
Shares generally or against deposits of
particular Shares may be suspended, or the
transfer of Receipts in particular instances
may be refused, or the registration of transfer
of outstanding Receipts generally may be
suspended, during any period when the transfer
books of the Depositary or the Company or the
Foreign Registrar, if applicable, are closed,
or if any such action is deemed necessary or
advisable by the Depositary or the Company at
any time or from time to time because of any
requirement of law or of any government or
governmental body or commission, or under any
provision of the Deposit Agreement or this
Receipt, or for any other reason, subject to
Article (22) hereof.  Without limitation of the
foregoing, the Depositary shall not knowingly
accept for deposit under the Deposit Agreement
any Shares required to be registered under the
provisions of the Securities Act of 1933,
unless a registration statement is in effect as
to such Shares.

4.	LIABILITY OF OWNER FOR TAXES.
If any tax or other governmental charge shall
become payable with respect to any Receipt or
any Deposited Securities represented hereby,
such tax or other governmental charge shall be
payable by the Owner hereof to the Depositary.
 The Depositary may refuse to effect any
transfer of this Receipt or any withdrawal of
Deposited Securities represented by American
Depositary Shares evidenced by such Receipt
until such payment is made, and may withhold
any dividends or other distributions, or may
sell for the account of the Owner hereof any
part or all of the Deposited Securities
represented by the American Depositary Shares
evidenced by this Receipt, and may apply such
dividends or other distributions or the
proceeds of any such sale in payment of such
tax or other governmental charge and the Owner
hereof shall remain liable for any deficiency.

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

6.	FILING PROOFS, CERTIFICATES, AND OTHER
INFORMATION.
Any person presenting Shares for deposit or any
Owner of a Receipt may be required from time to
time to file with the Depositary or the
Custodian such proof of citizenship or resi-
dence, exchange control approval, proof of the
identity of any person legally or beneficially
interested in the Receipt and the nature of
such interest or such information relating to
the registration on the books of the Company or
the Foreign Registrar, if applicable, to
execute such certificates and to make such
representations and warranties, as the De-
positary or the Company may deem necessary or
proper.  The Depositary may withhold the
delivery or registration of transfer of any Re-
ceipt or the distribution of any dividend or
sale or distribution of rights or of the
proceeds thereof or the delivery of any
Deposited Securities until such proof or other
information is filed or such certificates are
executed or such representations and warranties
made.  Upon the request of the Company, the
Depositary shall provide the Company with
copies of all such certificates and such
written representations and warranties provided
to the Depositary under this Article 6 and
Section 3.1 of the Deposit Agreement.  Each
Owner agrees to provide any information
requested by the Company or the Depositary
pursuant to this paragraph.  No Share shall be
accepted for deposit unless accompanied by
evidence, if any is required by the Depositary,
that is reasonably satisfactory to the
Depositary that all conditions to such deposit
have been satisfied by the person depositing
such Shares under Mexican laws and regulations
and any necessary approval has been granted by
any governmental body in Mexico, if any, which
is then performing the function of the
regulation of currency exchange.

7.	CHARGES OF DEPOSITARY.
The Company agrees to pay the fees and
reasonable expenses and outofpocket charges of
the Depositary and those of any Registrar only
in accordance with agreements in writing en-
tered into between the Depositary and the
Company from time to time.  The Depositary
shall present its statement for such charges
and expenses to the Company once every three
months.  The charges and expenses of the
Custodian are for the sole account of the
Depositary.

The following charges shall be incurred by
any party depositing or withdrawing Shares
or by any party surrendering Receipts or to
whom Receipts are issued (including,
without limitation, issuance pursuant to a
stock dividend or stock split declared by
the Company or an exchange of stock regard-
ing the Receipts or Deposited Securities or
a distribution of Receipts pursuant to
Section 4.3 of the Deposit Agreement),
whichever applicable: (1) taxes and other
governmental charges, (2) such registration
fees as may from time to time be in effect
for the registration of transfers of Shares
generally on the Share register of the
Company or Foreign Registrar and applicable
to transfers of Shares to the name of the
Depositary or its nominee or the Custodian
or its nominee on the making of deposits or
withdrawals under the Deposit Agreement,
(3) such cable, telex and facsimile
transmission expenses as are expressly
provided in the Deposit Agreement, (4) such
expenses as are incurred by the Depositary
in the conversion of foreign currency
pursuant to Section 4.5 of the Deposit
Agreement, (5) a fee of $5.00 or less per
100 American Depositary Shares (or portion
thereof) for the execution and delivery of
Receipts pursuant to Section 2.3, 4.3 or
4.4, and the surrender of Receipts pursuant
to Section 2.5 or 6.2 of the Deposit Agree-
ment, (6) a fee of $.02 or less per Ameri-
can Depositary Share (or portion thereof)
for any cash distribution made pursuant to
the Deposit Agreement including, but not
limited to Sections 4.1 through 4.4
thereof, (7) a fee of $1.50 or less per
certificate for a Receipt or Receipts for
transfers made pursuant to Section 2.4 of
the Deposit Agreement and (8) a fee for the
distribution of securities pursuant to
Section 4.2 of the Deposit Agreement, such
fee being in an amount equal to the fee for
the execution and delivery of American
Depositary Shares referred to above which
would have been charged as a result of the
deposit of such securities (for purposes of
this clause (8) treating all such
securities as if they were Shares), but
which securities are instead distributed by
the Depositary to Owners.

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

8.	 LOANS AND PRERELEASE OF SHARES AND RECEIPTS.
Notwithstanding Section 2.3 of the Deposit
Agreement, the Depositary may execute and
deliver Receipts prior to the receipt of Shares
pursuant to Section 2.2 of the Deposit Agree-
ment (PreRelease).  The Depositary may,
pursuant to Section 2.5 of the Deposit
Agreement, deliver Shares upon the receipt and
cancellation of Receipts which have been
PreReleased, whether or not such cancellation
is prior to the termination of such PreRelease
or the Depositary knows that such Receipt has
been PreReleased.  The Depositary may receive
Receipts in lieu of Shares in satisfaction of a
PreRelease.  Each PreRelease will be (a)
preceded or accompanied by a written rep-
resentation from the person to whom Receipts
are to be delivered that such person, or its
customer, owns the Shares or Receipts to be
remitted, as the case may be, (b) at all times
fully collateralized with cash or such other
collateral as the Depositary deems appropriate,
(c) terminable by the Depositary on not more
than five (5) business days notice, and (d)
subject to such further indemnities and credit
regulations as the Depositary deems
appropriate.  The number of American Depositary
Shares which are outstanding at any time as a
result of PreReleases will not normally exceed
thirty percent (30%) of the Shares deposited
under the Deposit Agreement provided, however,
that the Depositary reserves the right to
change or disregard such limit from time to
time as it deems appropriate.

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

9.	 TITLE TO RECEIPTS.
It is a condition of this Receipt and every
successive holder and Owner of this Receipt by
accepting or holding the same consents and
agrees, that title to this Receipt when
properly endorsed or accompanied by a proper
instrument or instruments of transfer, is
transferable by delivery with the same effect
as in the case of a negotiable instrument, pro-
vided, however, that the Company and the
Depositary, notwithstanding any notice to the
contrary, may treat the person in whose name
this Receipt is registered on the books of the
Depositary as the absolute owner hereof for the
purpose of determining the person entitled to
distribution of dividends or other
distributions or to any notice provided for in
the Deposit Agreement or for all other purposes
and neither the Depositary nor the Company
shall have any obligation or be subject to any
liability under the Deposit Agreement to any
holder of a Receipt unless such holder is the
Owner thereof.

10.	 VALIDITY OF RECEIPT.
This Receipt shall not be entitled to any
benefits under the Deposit Agreement or be
valid or obligatory for any purpose, unless
this Receipt shall have been executed by the
Depositary by the manual or facsimile signature
of a duly authorized signatory of the
Depositary and, if a Registrar for the Receipts
shall have been appointed, countersigned by the
manual or facsimile signature of a duly
authorized officer of the Registrar.

11.	 REPORTS INSPECTION OF TRANSFER BOOKS.
The Company currently furnishes the Securities
and Exchange Commission (hereinafter called the
Commission) with certain public reports and
documents required by foreign law or otherwise
under Rule 12g32(b) under the Securities Ex-
change Act of 1934.

Such reports and communications will be
available for inspection and copying at the
public reference facilities maintained by the
Commission located at 450 Fifth Street, N.W.,
Washington, D.C. 20549.

The Depositary will make available for
inspection by Owners of Receipts at its
Corporate Trust Office any reports and
communications, including any proxy soliciting
material, received from the Company 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
Depositary will also, upon written request,
send to Owners of Receipts copies of such
reports when furnished by the Company pursuant
to the Deposit Agreement. Any such reports and
communications, including any such proxy so-
liciting material, furnished to the Depositary
by the Company shall be furnished in English.

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

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

Subject to the provisions of Section 4.11 and
5.9 of the Deposit Agreement, whenever the
Depositary receives any distribution other than
a distribution described in Sections 4.1, 4.3
or 4.4 of the Deposit Agreement, the Depositary
will cause the securities or property received
by it to be distributed to the Owners of
Receipts entitled thereto, in any manner that
the Depositary may deem equitable and
practicable for accomplishing such distribution
provided, however, that if in the opinion of
the Depositary such distribution cannot be made
proportionately among the Owners of Receipts
entitled thereto, or if for any other reason
the Depositary deems such distribution not to
be feasible, the Depositary may adopt such
method as it may deem equitable and practicable
for the purpose of effecting such distribution,
including, but not limited to, the public or
private sale of the securities or property thus
received, or any part thereof, and the net
proceeds of any such sale (net of the fees of
the Depositary as provided in Section 5.9 of
the Deposit Agreement) shall be distributed by
the Depositary to the Owners of Receipts
entitled thereto as in the case of a
distribution received in cash.

If any distribution consists of a dividend in,
or free distribution of, Shares, the Depositary
may and shall if the Company shall so request,
distribute to the Owners of outstanding
Receipts entitled thereto, additional Receipts
evidencing an aggregate number of American
Depositary Shares representing the amount of
Shares received as such dividend or free
distribution subject to the terms and
conditions of the Deposit Agreement with
respect to the deposit of Shares and the
issuance of American Depositary Shares
evidenced by Receipts, including the
withholding of any tax or other governmental
charge as provided in Section 4.11 of the
Deposit Agreement and the payment of the fees
of the Depositary as provided in Section 5.9 of
the Deposit Agreement.  In lieu of delivering
Receipts for fractional American Depositary
Shares in any such case, the Depositary will
sell the amount of Shares represented by the
aggregate of such fractions and distribute the
net proceeds, all in the manner and subject to
the conditions set forth in the Deposit
Agreement.  If additional Receipts are not so
distributed, each American Depositary Share
shall thenceforth also represent the additional
Shares distributed upon the Deposited
Securities represented thereby.

In the event that the Depositary determines
that any distribution in property (including
Shares and rights to subscribe therefor) is
subject to any tax or other governmental charge
which the Depositary is obligated to withhold,
the Depositary may by public or private sale
dispose of all or a portion of such property
(including Shares and rights to subscribe
therefor) in such amounts and in such manner as
the Depositary deems necessary and practicable
to pay any such taxes or charges, and the
Depositary shall distribute the net proceeds of
any such sale after deduction of such taxes or
charges to the Owners of Receipts entitled
thereto and the Depositary shall distribute any
unsold balance of such property in accordance
with the provisions of the Deposit Agreement.
The Company or its agent shall remit to
appropriate governmental authorities and
agencies in Mexico all amounts, if any,
withheld and owing to such authorities and
agencies by the Company.  The Depositary or its
agent shall remit to appropriate governmental
authorities and agencies in the United States
all amounts, if any, withheld and owing to such
authorities and agencies by the Depositary.

The Depositary shall forward to the Company or
its agent such information from its records as
the Company may reasonably request to enable
the Company or its agent to file necessary
reports with governmental agencies.  The
Depositary shall use reasonable efforts to make
and maintain arrangements enabling Owners who
are citizens or residents of the United States
to receive any tax credits or other benefits
(pursuant to treaty or otherwise) relating to
dividend payments on the American Depositary
Shares.

13.	 CONVERSION OF FOREIGN CURRENCY.
Subject to any restriction imposed by Mexican
laws, regulations or applicable permits issued
by any governmental body, whenever the
Depositary shall receive foreign currency, by
way of dividends or other distributions or the
net proceeds from the sale of securities,
property or rights, and if at the time of the
receipt thereof the foreign currency so
received can in the judgment of the Depositary
be converted on a reasonable basis into Dollars
and the resulting Dollars transferred to the
United States, the Depositary shall convert or
cause to be converted, by sale or in any other
manner that it may determine, such foreign
currency into Dollars, and such Dollars shall
be distributed to the Owners entitled thereto
or, if the Depositary shall have distributed
any warrants or other instruments which entitle
the holders thereof to such Dollars, then to
the holders of such warrants and/or instruments
upon surrender thereof for cancellation in
whole or in part, depending upon the terms of
such warrants or other instruments.  Such
distribution shall be made in proportion to the
number of American Depositary Shares
representing Deposited Securities held
respectively by such Owners entitling them to
such Dollars and may be made upon an averaged
or other practicable basis without regard to
any distinctions among Owners on account of
exchange restrictions, the date of delivery of
any Receipt or otherwise and shall be net of
any expenses of conversion into Dollars
incurred by the Depositary as provided in
Section 5.9 of the Deposit Agreement.

If such conversion or distribution can be
effected only with the approval or license of
any government or agency thereof, the
Depositary shall file such application for ap-
proval or license, if any, as it may deem
desirable.

If at any time the Depositary shall determine
that in its judgment any foreign currency
received by the Depositary is not convertible
on a reasonable basis into Dollars transferable
to the United States, or if any approval or
license of any government or agency thereof
which is required for such conversion is denied
or in the opinion of the Depositary is not
obtainable, or if any such approval or license
is not obtained within a reasonable period as
determined by the Depositary, the Depositary
may distribute the foreign currency (or an
appropriate document evidencing the right to
receive such foreign currency) received by the
Depositary to, or in its discretion may hold
such foreign currency uninvested and without
liability for interest thereon for the respec-
tive accounts of, the Owners entitled to
receive the same.

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

14.	  RIGHTS.
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 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 any Owners
or in disposing of such rights on behalf of any
Owners and making the net proceeds available in
Dollars to such Owners or, if by the terms of
such rights offering or, for any other reason,
the Depositary may not either make such rights
available to any Owners or dispose of such
rights and make the net proceeds available to
such Owners, then the Depositary shall allow
the rights to lapse.  If at the time of the
offering of any rights the Depositary
determines in its discretion, after
consultation with the Company, that it is
lawful and feasible to make such rights
available to all Owners or to certain Owners
but not to other Owners, the Depositary may
distribute, to any Owner to whom it determines
the distribution to be lawful and feasible, in
proportion to the number of American Depositary
Shares held by such Owner, warrants or other
instruments therefor in such form as it deems
appropriate.

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

If the Depositary has distributed warrants or
other instruments for rights to all or certain
Owners, then upon instruction from such an
Owner pursuant to such warrants or other
instruments to the Depositary from such Owner
to exercise such rights, upon payment by such
Owner to the Depositary for the account of such
Owner of an amount equal to the purchase price
of the Shares to be received upon the exercise
of the rights, and upon payment of the fees of
the Depositary and any other charges as set
forth in such warrants or other instruments,
the Depositary shall, on behalf of such Owner,
exercise the rights and purchase the Shares,
and the Company shall cause the Shares so
purchased to be delivered to the Depositary on
behalf of such Owner.  As agent for such Owner,
the Depositary will cause the Shares so
purchased to be deposited pursuant to Section
2.2 of the Deposit Agreement, and shall,
pursuant to Section 2.3 of the Deposit
Agreement, execute and deliver Receipts to such
Owner.  In the case of a distribution pursuant
to the second paragraph of this Article, such
Receipts shall be legended in accordance with
applicable U.S. laws, and shall be subject to
the appropriate restrictions on sale, deposit,
cancellation, and transfer under such laws.

If the Depositary determines in its discretion,
after consultation with the Company, that it is
not lawful and feasible to make such rights
available to all or certain Owners, it may sell
the rights, warrants or other instruments in
proportion to the number of American Depositary
Shares held by the Owners to whom it has
determined it may not lawfully or feasibly make
such rights available, and allocate the net
proceeds of such sales (net of the fees of the
Depositary as provided in Section 5.9 of the
Deposit Agreement and all taxes and
governmental charges payable in connection with
such rights and subject to the terms and con-
ditions of the Deposit Agreement) for the
account of such Owners otherwise entitled to
such rights, warrants or other instruments,
upon an averaged or other practical basis
without regard to any distinctions among such
Owners because of exchange restrictions or the
date of delivery of any Receipt or otherwise.

The Depositary will not offer rights to Owners
unless both the rights and the securities to
which such rights relate are either exempt from
registration under the Securities Act of 1933
with respect to a distribution to Owners or are
registered under the provisions of such Act.
If an Owner of Receipts requests distribution
of warrants or other instruments,
notwithstanding that there has been no such
registration under such Act, the Depositary
shall not effect such distribution unless it
has received an opinion from recognized counsel
in the United States for the Company upon which
the Depositary may rely that such distribution
to such Owner is exempt from such registration.

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

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 Shares that are represented by each
American Depositary Share, or whenever the
Depositary shall receive notice of any meeting
of holders of Shares or other Deposited
Securities, the Depositary shall fix a record
date, after consultation with the Company if
such record date is different from the record
date applicable to the Deposited Securities (a)
for the determination of the Owners of Receipts
who shall be (i) entitled to receive such
dividend, distribution or rights or the net
proceeds of the sale thereof or (ii) entitled
to give instructions for the exercise of voting
rights at any such meeting, or (b) on or after
which each American Depositary Share will
represent the changed number of Shares, subject
to the provisions of the Deposit Agreement.
The Owners on such record date shall be
entitled as the case may be, to receive the
amount distributable by the Depositary with
respect to such dividend or other distribution
or such rights or the net proceeds or sale
thereof in proportion to the number of American
Depositary Shares held by them respectively,
and to give voting instructions to exercise the
rights of Owners under the Deposit Agreement
with respect to such changed number of Shares
and to act in respect of any other such matter.

16.	 VOTING OF DEPOSITED SECURITIES.
Upon receipt of notice of any meeting of
holders of Shares or other Deposited
Securities, if requested in writing by the
Company, the Depositary shall, as soon as
practicable thereafter, mail to the Owners of
Receipts a notice, the form of which notice
shall be subject to the reasonable discretion
of the Depositary, which shall contain (a) such
information as is contained in such notice of
meeting, received by the Depositary from the
Company, (b) a statement that the Owners of
Receipts as of the close of business on a
specified record date will be entitled, subject
to any applicable provision of Mexican law and
of the Articles of Association of the Company
and the provisions of the Deposited Securities,
to instruct the Depositary as to the exercise
of the voting rights, if any, pertaining to the
amount of Shares or other Deposited Securities
represented by their respective American
Depositary Shares and (c) a statement as to the
manner in which such instructions may be given,
including, when applicable, an express
indication that instructions may be given (or,
if applicable, deemed given in accordance with
the second paragraph of Section 4.7 of the
Deposit Agreement if no instruction is
received) to the Depositary to give a
discretionary proxy to a person designated by
the Company.  Upon the written request of an
Owner of a Receipt on such record date,
received on or before the date established by
the Depositary for such purpose, the Depositary
shall endeavor insofar as practicable and per-
mitted under applicable laws and the provisions
of the Articles of Association of the Company
and the provisions of the Deposited Securities
to vote or cause to be voted the amount of
Shares or other Deposited Securities
represented by such American Depositary Shares
evidenced by such Receipt in accordance with
any nondiscretionary instructions set forth in
such request including their instruction to
give a discretionary proxy to a person
designated by the Company and the Depositary
shall not, and the Depositary shall ensure that
each Custodian or any of its nominees shall
not, exercise any voting discretion over any
Deposited Securities.  Upon the written request
of an Owner of a Receipt on such record date,
received on or before the date established by
the Depositary for such purpose, the Depositary
shall endeavor in so far as practicable to vote
or cause to be voted the amount of Shares or
other Deposited Securities represented by such
American Depositary Shares evidenced by such
Receipt in accordance with the instructions set
forth in such request.  The Depositary shall
not vote or attempt to exercise the right to
vote that attaches to the Shares or other
Deposited Securities, other than in accordance
with such instructions.

If after complying with the procedures set
forth in this Article, the Depositary does not
receive instructions from the Owner of a
Receipt on or before the date established by
the Depositary for such purpose, the Depositary
shall give a discretionary proxy for the Shares
evidenced by such Receipt to a person
designated by the Company.

17.	 CHANGES AFFECTING DEPOSITED SECURITIES.
In circumstances where the provisions of
Section 4.3 of the Deposit Agreement do not
apply, upon any change in nominal value, change
in par value, splitup, consolidation, or any
other reclassification of Deposited Securities,
or upon any recapitalization, reorganization,
merger or consolidation, or sale of assets
affecting the Company or to which it is a
party, any securities which shall be received
by the Depositary or a Custodian in exchange
for or in conversion of or in respect of
Deposited Securities shall be treated as new
Deposited Securities under the Deposit
Agreement, and American Depositary Shares shall
thenceforth represent the new Deposited
Securities so received in exchange or
conversion, unless additional Receipts are
delivered pursuant to the following sentence.
In any such case the Depositary may, after
consultation with the Company, and shall, if
the Company shall so request, execute and
deliver additional Receipts as in the case of a
dividend on the Shares, or call for the
surrender of outstanding Receipts to be
exchanged for new Receipts specifically
describing such new Deposited Securities.

18.	 LIABILITY OF THE COMPANY AND DEPOSITARY.
Neither the Depositary nor the Company nor any
of their directors, employees, agents or
affiliates shall incur any liability to any
Owner or holder of any Receipt, if by reason of
any provision of any present or future law or
regulation of the United States, Mexico or any
other country, or of any other governmental or
regulatory authority or stock exchange, or by
reason of any provision, present or future, of
the Articles of Association of the Company, or
by reason of any provision of any securities
issued or distributed by the Company, or any
offering or distribution thereof, or by reason
of any act of God or war or other circumstances
beyond its control, the Depositary or the
Company or any of their directors, employees,
agents or affiliates shall be prevented,
delayed or forbidden from or be subject to any
civil or criminal penalty on account of doing
or performing any act or thing which by the
terms of the Deposit Agreement it is provided
shall be done or performed nor shall the De-
positary or the Company incur any liability to
any Owner or holder of a Receipt by reason of
any nonperformance or delay, caused as
aforesaid, in the performance of any act or
thing which by the terms of the Deposit
Agreement it is provided shall or may be done
or performed, or by reason of any exercise of,
or failure to exercise, any discretion provided
for in the Deposit Agreement.  Where, by the
terms of a distribution pursuant to Sections
4.1, 4.2, or 4.3 of the Deposit Agreement, or
an offering or distribution pursuant to Section
4.4 of the Deposit Agreement, such distribution
or offering may not be made available to Owners
of Receipts, and the Depositary may not dispose
of such distribution or offering on behalf of
such Owners and make the net proceeds available
to such Owners, then the Depositary shall not
make such distribution or offering, and shall
allow any rights, if applicable, to lapse.
Neither the Company nor the Depositary assumes
any obligation or shall be subject to any
liability under the Deposit Agreement to any
Owner or holder of any Receipts, except that
they agree to perform their obligations
specifically set forth in the Deposit Agreement
without negligence and to act in good faith in
the performance of such duties.  The Depositary
shall not be subject to any liability with
respect to the validity or worth of the
Deposited Security.  Neither the Depositary nor
the Company shall be under any obligation to
appear in, prosecute or defend any action,
suit, or other proceeding in respect of any
Deposited Security or in respect of the
Receipts, which in its opinion may involve it
in expense or liability, unless indemnity
satisfactory to it against all expense and
liability shall be furnished as often as may be
required, and the Custodian shall not be under
any obligation whatsoever with respect to such
proceedings, the responsibility of the
Custodian being solely to the Depositary.
Neither the Depositary nor the Company shall be
liable for any action or nonaction by it in
reliance upon the advice of or information from
legal counsel, accountants, any person
presenting Shares for deposit, any Owner or
holder of a Receipt, or any other person
believed by it in good faith to be competent to
give such advice or information including, but
not limited to, any such action or nonaction
based 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.  The Depositary
shall not be responsible for any failure to
carry out any instructions to vote any of the
Deposited Securities, or for the manner in
which any such vote is cast or the effect of
any such vote, provided that any such action or
nonaction is in good faith.  The Depositary
shall not be liable for any acts or omissions
made by a successor depositary whether in
connection with a previous act or omission of
the Depositary or in connection with a matter
arising wholly after the removal or resignation
of the Depositary, provided that in connection
with the issue out of which such potential
liability arises the Depositary performed its
obligations without negligence or bad faith
while it acted as Depositary.  The Company
agrees to indemnify the Depositary, its
directors, employees, agents and affiliates and
any Custodian against, and hold each of them
harmless from, any liability or expense
(including, but not limited to, the reasonable
fees and expenses of counsel) which may arise
out of acts performed or omitted, in accordance
with the provisions of the Deposit Agreement
and of the Receipts, as the same may be
amended, modified, or supplemented from time to
time, (i) by either the Depositary or any
Custodian or their respective directors,
employees, agents and affiliates, except for
any liability or expense arising out of the
negligence or bad faith of any of them, or (ii)
by the Company or any of its directors, employ-
ees, agents and affiliates.  No disclaimer of
liability under the Securities Act of 1933 is
intended by any provision of the Deposit Agree-
ment.

19.	  RESIGNATION AND REMOVAL OF THE DEPOSITARY.
The Depositary may at any time resign as
Depositary under the Deposit Agreement by
written notice of its election to do so
delivered to the Company, effective upon the
appointment of a successor depositary and such
successor depositarys acceptance of such ap-
pointment as provided in the Deposit Agreement.
 The Depositary may at any time be removed by
the Company by written notice of such removal,
effective upon the appointment of a successor
depositary and such successor depositarys
acceptance of such appointment as provided in
the Deposit Agreement.  Whenever the Depositary
in its discretion determines that it is in the
best interest of the Owners of Receipts to do
so, it may appoint a substitute or additional
custodian or custodians.

20.	 AMENDMENT.
The form of Receipts and any provision of 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
fee or charge (other than taxes and other
governmental charges, registration fees, cable,
telex or facsimile transmission costs, delivery
costs or other such expenses), or which shall
otherwise prejudice any substantial existing
right of Owners of Receipts, shall, however,
not become effective as to outstanding Receipts
until the expiration of a thirty days period
following notification pursuant to Section 7.5
of the Deposit Agreement after notice of any
such amendment shall have been given to the
Owners of outstanding Receipts.  Every Owner of
a Receipt at the time any amendment becomes
effective shall be deemed, by continuing to
hold such Receipt, to consent and agree to such
amendment and to be bound by the Deposit
Agreement as amended thereby.  In no event
shall any amendment impair the right of the
Owner of any Receipt to surrender such Receipt
and receive therefor the Deposited Securities
represented thereby except in order to comply
with mandatory provisions of applicable law.

21.	  TERMINATION OF DEPOSIT AGREEMENT.
The Depositary shall at any time at the
direction of the Company terminate the Deposit
Agreement by mailing notice of such termination
to the Owners of all Receipts then outstanding
at least 30 days prior to the date fixed in
such notice for such termination.  The
Depositary may likewise terminate the Deposit
Agreement by mailing notice of such termination
to the Company and the Owners of all Receipts
then outstanding if at any time 60 days shall
have expired after the Depositary shall have
delivered to the Company a written notice of
its election to resign and a successor
depositary shall not have been appointed and
accepted its appointment as provided in Section
5.4 of the Deposit Agreement.  On and after the
date of termination, the Owner of a Receipt,
will upon (a) surrender of such Receipt at the
Corporate Trust Office of the Depositary, (b)
payment of the fee of the Depositary for the
surrender of Receipts referred to in Section
2.5 of the Deposit Agreement, and (c) payment
of any applicable taxes or governmental
charges, will be entitled to delivery, to him
or as ordered by him, of the amount of
Deposited Securities represented by the
American Depositary Shares evidenced by such
Receipt.  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
Owners thereof, and shall not give any further
notices or perform any further acts under the
Deposit Agreement, except that the Depositary
shall continue to collect dividends and other
distributions pertaining to Deposited Se-
curities, shall sell property and rights as
provided in the Deposit Agreement, and shall
continue to deliver Deposited Securities, to-
gether with any dividends or other
distributions received with respect thereto and
the net proceeds of the sale of any rights or
other property, in exchange for Receipts sur-
rendered to the Depositary (after deducting, in
each case, the fee of the Depositary for the
surrender of a Receipt, any expenses for the
account of the Owner of such Receipt in ac-
cordance with the terms and conditions of the
Deposit Agreement, and any applicable taxes or
governmental charges).  At any time after the
expiration of one year from the date of
termination, the Depositary may sell the De-
posited Securities then held under the Deposit
Agreement and may thereafter hold uninvested
the net proceeds of any such sale, together
with any other cash then held by it thereunder,
unsegregated and without liability for inter-
est, for the pro rata benefit of the Owners of
Receipts which have not theretofore been sur-
rendered, such Owners thereupon becoming gen-
eral creditors of the Depositary with respect
to such net proceeds.  After making such sale,
the Depositary shall be discharged from all
obligations under the Deposit Agreement, except
to account for such net proceeds and other cash
(after deducting, in each case, the fee of the
Depositary for the surrender of a Receipt, any
expenses for the account of the Owner of such
Receipt in accordance with the terms and condi-
tions of the Deposit Agreement, and any
applicable taxes or governmental charges).
Upon the termination of the Deposit Agreement,
the Company shall be discharged from all
obligations under the Deposit Agreement except
for its obligations to the Depositary with
respect to indemnification, charges, and
expenses.  The obligations of the Depositary
under Section 5.8 of the Deposit Agreement
shall survive the termination of the Deposit
Agreement.

22.	  COMPLIANCE WITH U.S. SECURITIES LAWS.
Notwithstanding anything in the Deposit
Agreement or this Receipt to the contrary, the
Company and the Depositary each agrees that it
will not exercise any rights it has under the
Deposit Agreement to prevent the withdrawal or
delivery of Deposited Securities in a manner
which would violate the U.S. securities laws,
including, but not limited to, Section I.A.(1)
of the General Instructions to the Form F6
Registration Statement, as amended from time to
time, under the Securities Act of 1933.

23.	 DISCLOSURE OF INTERESTS.
The Company may from time to time request
Owners to provide information as to the
capacity in which such Owners own or owned
Receipts 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 Owner agrees
to provide any information requested by the
Company or the Depositary pursuant to this
Article 23.  The Depositary agrees to comply
with reasonable written instructions received
from the Company requesting that the Depositary
forward any such requests to the Owners and to
forward to the Company any such responses to
such requests received by the Depositary.




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