<DOCUMENT>
<TYPE>EX-3
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<FILENAME>ex3-13d_0405.txt
<TEXT>
                                                                       Exhibit 1

                English Translation for Information Purposes Only


                         ADMINISTRATION TRUST AGREEMENT



                            entered into by and among

        Nacional Financiera, S.N.C., Institucion de Banca de Desarrollo,
     Direccion Fiduciaria pursuant to purposes set forth in trust No. 80370.

            Banco Inbursa, S.A., Institucion de Banca Multiple, Grupo
               Financiero Inbursa, Division Fiduciaria pursuant to
                       purposes set forth in trust F-0553.

              Banco Nacional de Mexico, S.A., Integrante del Grupo
               Financiero Banamex, Division Fiduciaria pursuant to
                     purposes set forth in trust No. 14520-1

        Nacional Financiera, S.N.C., Institucion de Banca de Desarrollo,
                             Direccion Fiduciaria.

                         Emilio Fernando Azcarraga Jean

                         Promotora Inbursa, S.A. de C.V.

                     Maria Asuncion Aramburuzabala Larregui,
                 Lucrecia Aramburuzabala Larregui de Fernandez,
                     Maria de las Nieves Fernandez Gonzalez,
                          Antonio Fernandez Rodriguez y
                            Carlos Fernandez Gonzalez

                              Grupo Televisa, S.A.

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



                          At 20 hours of March 23, 2004


<PAGE>

               English Translation for Information Purposes Only


ADMINISTRATION TRUST AGREEMENT NUMBER 80375 EXECUTED AT 20 HOURS ON MARCH 23,
2004 BY AND AMONG THE PARTIES SET FORTH BELOW, PURSUANT TO THE FOLLOWING
RECITALS, REPRESENTATIONS AND CLAUSES (THE "AGREEMENT" OR THE "TRUST",
INDISTINCTLY).

                                     Parties

I.       Nacional Financiera, S.N.C., Institucion de Banca de Desarrollo,
         Direccion Fiduciaria, and pursuant to the purposes set forth in trust
         No. 80370, represented herein by Mr. Francisco Cabrera Urena (the
         "Settlor-Beneficiary A").

II.      Banco Inbursa, S.A., Institucion de Banca Multiple, Grupo Financiero
         Inbursa, Division Fiduciaria, and pursuant to the purposes set forth in
         trust No. F-0553, represented herein by Mr. Guadalupe Terreros Barros
         (the "Settlor-Beneficiary B").

III.     Banco Nacional de Mexico, S.A., Integrante del Grupo Financiero
         Banamex, Division Fiduciaria, and pursuant to the purposes set forth in
         trust No. 14520-1, represented herein by Messrs. Emilio Fragoso Garcia
         and Marcela Arrieta Barraza (the"Settlor-Beneficiary C" and together
         with the Settlor-Beneficiary A and the Settlor-Beneficiary B, the
         "Settlors-Beneficiaries").

IV.      Nacional Financiera, S.N.C., Institucion de Banca de Desarrollo,
         Direccion Fiduciaria, represented herein by Mr. Ricardo Antonio Rancel
         Fernandez Mac Gregor (the "Trustee").

V.       Emilio Fernando Azcarraga Jean ("EAJ").

VI.      Promotora Inbursa, S.A. de C.V., represented herein by Mr. Jose Heredia
         Breton ("Promotora Inbursa").

VII.     Maria Asuncion Aramburuzabala Larregui ("MAAL"), Lucrecia
         Aramburuzabala Larregui de Fernandez ("LALF"), Maria de las Nieves
         Fernandez de Gonzalez ("MNFG"), Antonio Fernandez Rodriguez ("AFR"),
         all each of them by their own right, and Carlos Fernandez Gonzalez,
         represented herein by Mr. Antonio Fernandez Rodriguez ("CFG", and
         together with MAAL, LALF, MNFG, AFR and CFG, the "Investors").

VIII.    Grupo Televisa, S.A., represented herein by Messrs. Emilio Fernando
         Azcarraga Jean and Alfonso de Angoitia Noriega ("Televisa").

IX.      Grupo Televicentro, S.A. de C.V., represented herein by Messrs. Emilio
         Fernando Azcarraga Jean and Alfonso de Angoitia Noriega ("GTC", and
         together with the Settlors-Beneficiaries, EAJ, Promotora Inbursa, the
         Investors and Televisa, the "Parties").

                                    Recitals

I.       EAJ, GTC, Promotora Inbursa, the Settlors-Beneficiaries, Televisa, and
         other third parties, are part of a shareholders agreement with respect
         to the shares they hold, representatives of the capital stock of GTC
         (the "GTC Shareholders Agreement").

II.      At the execution of this Agreement, the parties to the GTC Shareholders
         Trust agreed to automatically terminate the same as the Conditions
         Precedent (as such term is defined below) shall be fulfilled, at the
         latest in the Completion Date (as such term is defined below).

III.     At the execution of this Agreement, each of the Settlors-Beneficiaries
         owns the following shares, representatives of GTC's capital stock (the
         "GTC Shares"):

        ------------------------------------------------------------------------
                   Shareholder               Number of Shares in GTC
                                                  (Class/Series)
        ------------------------------------------------------------------------
        Settlor-Beneficiary A              353'436,918, Series A, Class I
        ------------------------------------------------------------------------
        Settlor-Beneficiary B              157'852,769, Series B, Class I
        ------------------------------------------------------------------------
        Settlor-Beneficiary C              127'928,852, Series C, Class I
        ------------------------------------------------------------------------

IV.      At the execution of this Agreement, GTC owns 2,295'428,982 Series A
         shares representatives of the capital stock of Televisa and 52'806,227
         certificados de participacion ordinarios, or CPOs, representing shares
         Series A, D and L of the capital stock of Televisa (the "GTC
         Certificates" and together with the Series A shares, the "Initial
         Securities of Televisa").

V.       At the execution date of this Agreement, the GTC shareholders adopted
         by unanimous consent various resolutions subject to the fulfillment of
         certain conditions precedent, and the GTC directors adopted by
         unanimous consent various resolutions that allow the execution of this
         Agreement and the transfer of the Pledged Shares (as such term is
         defined below), certified copy of the same are attached hereto as
         exhibit A (the "GTC Resolutions").

VI.      At the execution date of this Agreement, each of EAJ, Promotora Inbursa
         and the Investors signed an instruction letter whereby
         Settlors-Beneficiaries are instructed to execute this Agreement and
         transfer the GTC Shares.

VII.     Once the Resolutions are enforceable, the Initial Securities of
         Televisa will be exchanged for the New Securities of Televisa (as such
         term is defined below).

VIII.    Prior to the execution of this Agreement, the Settlors-Beneficiaries
         notified to the Federal Competition Commission, or Cofeco (as such term
         is defined below) about the execution of this Agreement and the
         transfer of the GTC Shares to the same.

                                 Representations

I. The Settlor-Beneficiary A, through its legal representative, represents that:

         I.1      Organization of the Trustee. It is a national credit
                  corporation, development banking institution, organized
                  pursuant to its Organic Law, published in the Official Gazette
                  of the Federation on December 26, 1986.

         I.2      Legal Capacity. It has the sufficient authority to execute
                  this Agreement and that the fulfillment of the same would not
                  (a) result in a violation or breach of any legal provision
                  applicable thereof, agreement or obligation related to,
                  including the terms of the EAJ Trust (as such term is defined
                  below), and (b) require any governmental and/or third parties
                  authorizations, unless Cofeco's non-objection.

         I.3      Enforceability. This Agreement constitutes a valid obligation,
                  enforceable as trustee of the EAJ Trust (as such term is
                  defined below), in accordance with its terms.

         I.4      Trust No. 80370. That it acts as trustee on the trust
                  agreement No. 80370, executed on February 25, 2004, in which
                  EAJ is the only beneficiary of the same (the "EAJ Trust").

         I.5      Trust estate and ownership. Are transferred to the EAJ Trust
                  and therefore constitute the trust estate of the same,
                  353'436,918 (three hundred fifty three million four hundred
                  thirty six thousand nine hundred eighteen) ordinary,
                  nominative, with no par value, Series A shares, full voting
                  rights, representatives of the 55.2917% of the capital stock
                  of GTC (the "EAJ Shares"), therefore being the only and lawful
                  owner of the EAJ Shares, being duly registered in the stock
                  registry book of GTC as of to date.

         I.6      Legal Representatives Authorities. Its attorneys-in-fact have
                  full power and authority to execute and perform this Agreement
                  on its behalf and to bind it according to the terms hereof,
                  and pursuant to public deed number 34,847 dated August 21,
                  2003, issued by the Notary Public number 131 for Mexico City,
                  Mexico, duly recorded in the Public Registry of Commerce of
                  Mexico City, and such authorities have not been revoked or
                  restricted in any manner whatsoever.

         I.7      Lien and dominion restrictions. That unless EAJ Trust, the
                  provisions set forth in the GTC Shareholders Agreement, the
                  preemptive rights and the restrictions set forth in GTC's
                  corporate by-laws (same rights and restrictions that are
                  waived in this act by the Investor Trust and the Inbursa
                  Trust, in whatever is necessary in order to execute this
                  Agreement), the EAJ Shares are, directly or indirectly, free
                  of any lien, liability, any other ownership limitation, as
                  well as free of any option or preemptive right, that, as such,
                  does not allow its free transfer to this Trust and the
                  fulfillment of the provisions set forth herein.

II.  The Settlor-Beneficiary B, through its legal representative, represents
     that:

         II.1     Organization of the Trustee. It is a credit institution
                  organized under the laws of the United Mexican States.

         II.2     Legal Capacity. It has the sufficient authority to execute
                  this Agreement and that the fulfillment of the same would not
                  (a) result in a violation or breach of any legal provision
                  applicable thereof, agreement or obligation related to,
                  including the terms of the Inbursa Trust (as such term is
                  defined below), and (b) require any governmental and/or third
                  parties authorizations, unless Cofeco's non-objection.

         II.3     Enforceability. This Agreement constitutes a valid obligation,
                  enforceable as trustee of the Inbursa Trust (as such term is
                  defined below), in accordance with its terms.

         II.4     Trust No. F-0553. That it acts as trustee on the trust
                  agreement No. F-0553, executed on May 4, 1999, in which
                  Promotora Inbursa is the only beneficiary of the same (the
                  "Inbursa Trust").

         II.5     Trust estate and ownership. Are transferred to the Inbursa
                  Trust and therefore constitute the trust estate of the same,
                  157'852'769 (one hundred fifty seven million eight hundred
                  fifty two thousand seven hundred sixty nine) ordinary,
                  nominative, with no par value, Series B shares, full voting
                  rights, representatives of the 24.6945% of the capital stock
                  of GTC (the "Inbursa Shares"), therefore being the only and
                  lawful owner of the Inbursa Shares, being duly registered in
                  the stock registry book of GTC as of to date.

         II.6     Legal Representative Authority. Its trust delegate has full
                  power and authority to execute and perform this Agreement on
                  its behalf and to bind it according to the terms hereof, and
                  pursuant to public deed number 53,827 dated November 12, 2003,
                  issued by the Notary Public number 110 for Mexico City,
                  Mexico, duly recorded in the Public Registry of Commerce of
                  Mexico City, and such authority has not been revoked or
                  restricted in any manner whatsoever.

         II.7     Lien and dominion restrictions. That unless Inbursa Trust, the
                  provisions set forth in the GTC Shareholders Agreement, the
                  preemptive rights and the restrictions set forth in GTC's
                  corporate by-laws (same rights and restrictions that are
                  waived in this act by the EAJ Trust and the Investor Trust, in
                  whatever is necessary in order to execute this Agreement), the
                  Inbursa Shares are, directly or indirectly, free of any lien,
                  liability, any other ownership limitation, as well as free of
                  any option or preemptive right, that, as such, does not allow
                  its free transfer to this Trust and the fulfillment of the
                  provisions set forth herein.

III. The Settlor-Beneficiary C, through its legal representative, represents
     that:

         III.1    Organization of the Trustee. It is a credit institution
                  organized under the laws of the United Mexican States.

         III.2    Legal Capacity. It has the sufficient authority to execute
                  this Agreement and that the fulfillment of the same would not
                  (a) result in a violation or breach of any legal provision
                  applicable thereof, agreement or obligation related to,
                  including the terms of the Investor Trust (as such term is
                  defined below), and (b) require any governmental and/or third
                  parties authorizations, unless Cofeco's non-objection.

         III.3    Enforceability. This Agreement constitutes a valid obligation,
                  enforceable as trustee of the Investor Trust (as such term is
                  defined below), in accordance with its terms.

         III.4    Trust No. F-14520-1. That it acts as trustee on the trust
                  agreement No. F-14520-1, executed on July 13, 2000, in which
                  the Investors are the only beneficiaries of the same (the
                  "Investor Trust").

         III.5    Trust estate and ownership. Are transferred to the Investor
                  Trust and therefore constitute the trust estate of the same,
                  127'928,852 (one hundred twenty seven million nine hundred
                  twenty eight thousand eight hundred fifty two) ordinary,
                  nominative, with no par value, Series C shares, full voting
                  rights, representatives of the 20.0132% of the capital stock
                  of GTC (the "Investors Shares"), therefore being the only and
                  lawful owner of the Investors Shares, being duly registered in
                  the stock registry book of GTC as of to date.

         III.6    Legal Representatives Authorities. Its trust delegates have
                  full power and authority to execute and perform this Agreement
                  on its behalf and to bind it according to the terms hereof,
                  and pursuant to public deed number 48,800 dated October 30,
                  2000, issued by the Notary Public number 1 for Mexico City,
                  Mexico, duly recorded in the Public Registry of Commerce of
                  Mexico City, and such authorities have not been revoked or
                  restricted in any manner whatsoever.

         III.7    Lien and dominion restrictions. That unless Investor Trust,
                  the provisions set forth in the GTC Shareholders Agreement,
                  the preemptive rights and the restrictions set forth in GTC's
                  corporate by-laws (same rights and restrictions that are
                  waived in this act by the EAJ Trust and the Inbursa Trust, in
                  whatever is necessary in order to execute this Agreement), the
                  Investors Shares are, directly or indirectly, free of any
                  lien, liability, any other ownership limitation, as well as
                  free of any option or preemptive right, that, as such, does
                  not allow its free transfer to this Trust and the fulfillment
                  of the provisions set forth herein.

IV.  The Trustee, through its legal representatives, represents that

         IV.1     Organization of the Trustee. It is a national credit
                  corporation, development banking institution, organized
                  pursuant to its Organic Law, published in the Official Gazette
                  of the Federation on December 26, 1986 and that pursuant to
                  the same, its Organic Regulation, the Credit Institutions Law
                  and other applicable dispositions, is authorized to act as
                  trustee hereunder, settlor and beneficiary of the Unit A (as
                  such term if defined below), so therefore it agrees to
                  participate in this Agreement with both capacities.

         IV.2     Legal Capacity. It has the sufficient authority to execute
                  this Agreement and that the fulfillment of the same would not
                  (a) result in a violation or breach of any legal provision
                  applicable thereof, agreement or obligation related to, and
                  (b) require any governmental and/or third parties
                  authorizations, unless Cofeco's non-objection.

         IV.3     Enforceability. This Agreement constitutes a valid obligation
                  and it is enforceable, in accordance with its terms.

         IV.4     Legal Representatives Authorities. Its trust delegates have
                  full power and authority to execute and perform this Agreement
                  on its behalf and to bind it according to the terms hereof,
                  and pursuant to public deed number 101,352 dated July 10,
                  2003, issued by the Notary Public number 9 for Mexico City,
                  Mexico, duly recorded in the Public Registry of Commerce of
                  Mexico City, and such authorities have not been revoked or
                  restricted in any manner whatsoever.

         IV.5     Pursuant to the provisions set forth in the last paragraph of
                  the subparagraph b) of Section XIX of Article 106 of the LIC,
                  has informed to the Settlors-Beneficiaries the extent and
                  content of such provision, same that is also transcribed in
                  Clause 23 herein.

V.       EAJ by his own, represent that:

         V.1      Legal Capacity. (i) He has the sufficient authority to execute
                  this Agreement and that the fulfillment of the same would not
                  (a) result in a violation or breach of any legal provision
                  applicable thereof, agreement or obligation related to, and
                  (b) require any governmental and/or third parties
                  authorizations, unless Cofeco's non-objection; (ii) He is an
                  individual of Mexican citizenship, of legal age, married under
                  a community property marital system, with enough legal
                  capacity to execute the present Agreement and bind himself in
                  the terms hereof; (iii) The beneficiary rights he is entitled
                  to under the EAJ Trust which trust estate is basically the EAJ
                  Shares and its products, as well as those goods that in any
                  way replace the same, are of his ownership and in any manner
                  are part of the community property marital system, so
                  therefore he does not need the consent of his spouse for the
                  execution of this Agreement.

         V.2      Enforceability. This Agreement constitutes a valid obligation
                  and it is enforceable, in accordance with its terms.

VI.      Promotora Inbursa, through its legal representative, represents that:

         VI.1     Organization of Promotora Inbursa. It is a corporation duly
                  incorporated and validly existing in accordance with the
                  Mexican laws, and that it whishes to execute this Agreement.

         VI.2     Legal Capacity. It has the sufficient authority to execute
                  this Agreement and that the fulfillment of the same would not
                  (a) result in a violation or breach of any legal provision
                  applicable thereof, agreement or obligation related to, and
                  (b) require any governmental and/or third parties
                  authorizations, unless Cofeco's non-objection.

         VI.3     Enforceability. This Agreement constitutes a valid obligation
                  and it is enforceable, in accordance with its terms.

         VI.4     Legal Representative Authority. Its attorney-in-fact has full
                  power and authority to execute and perform this Agreement on
                  its behalf and to bind it according to the terms hereof, and
                  pursuant to public deed number 13,652 dated March 19, 2004,
                  issued by the Notary Public number 227 for Mexico City,
                  Mexico, duly recorded in the Public Registry of Commerce of
                  Mexico City, and such authority has not been revoked or
                  restricted in any manner whatsoever.


VII.     Each of the Investors represents by their own, unless by CFG,
         represented herein by AFR, that:

         VII.1    Legal Capacity. (i) It has the sufficient authority to execute
                  this Agreement and that the fulfillment of the same would not
                  (a) result in a violation or breach of any legal provision
                  applicable thereof, agreement or obligation related to, and
                  (b) require any governmental and/or third parties
                  authorizations, unless Cofeco's non-objection; (ii) Each of
                  them is an individual of Mexican citizenship, of legal age,
                  with enough legal capacity to execute this Agreement, and bind
                  themselves in the terms hereof; (iii) That MAAZ and MNFG are
                  singles; each of LALF and CFG are married under separation of
                  property system; and that AFR is married under the community
                  property marital system, and he has obtained the written
                  consent of his spouse to enter into this Agreement.

         VII.2    Enforceability. This Agreement constitutes a valid obligation
                  and it is enforceable, in accordance with its terms.

         VIII.3   Legal Representative Authority. AFR, as empowered of CFG, has
                  full power and authority to execute and perform this Agreement
                  on its behalf and to bind it according to the terms hereof,
                  and pursuant to public deed number 276,741 dated December 13,
                  1999, issued by the Notary Public number 10 for Mexico City,
                  Mexico, duly recorded in the Public Registry of Commerce of
                  Mexico City, and such authority has not been revoked or
                  restricted in any manner whatsoever.

VIII.    Televisa, through its legal representative, represents that:

         VIII.1   Organization of Televisa. It is a corporation duly
                  incorporated and validly existing in accordance with the
                  Mexican laws, and that it whishes to execute this Agreement.

         VIII.2   Legal Capacity. It has the sufficient authority to execute
                  this Agreement and that the fulfillment of the same would not
                  (a) result in a violation or breach of any legal provision
                  applicable thereof, agreement or obligation related to, and
                  (b) require any governmental and/or third parties
                  authorizations, unless Cofeco's non-objection.

         VIII.3   Enforceability. This Agreement constitutes a valid obligation
                  and it is enforceable, in accordance with its terms.

         VIII.4   Legal Representatives Authorities. Its attorneys-in-fact have
                  full power and authority to execute and perform this Agreement
                  on its behalf and to bind it according to the terms hereof,
                  and pursuant to public deed number 52,235 dated October 19,
                  1999, issued by the Notary Public number 45 for Mexico City,
                  Mexico, and public deed number 56,299 dated December 6, 2002,
                  issues by the Notary Public number 45 for Mexico City, Mexico,
                  duly recorded in the Public Registry of Commerce of Mexico
                  City, and such authorities have not been revoked or restricted
                  in any manner whatsoever.

IX.      GTC, through its legal representative, represents that:

         IX.1     Organization of GTC. It is a corporation duly incorporated and
                  validly existing in accordance with the Mexican laws, and that
                  it whishes to execute this Agreement.

         IX.2     Legal Capacity. It has the sufficient authority to execute
                  this Agreement and that the fulfillment of the same would not
                  (a) result in a violation or breach of any legal provision
                  applicable thereof, agreement or obligation related to, and
                  (b) require any governmental and/or third parties
                  authorizations, unless Cofeco's non-objection.

         IX.3     Enforceability. This Agreement constitutes a valid obligation
                  and it is enforceable, in accordance with its terms.

         IX.4     Legal Representatives Authorities. Its attorneys-in-fact have
                  full power and authority to execute and perform this Agreement
                  on its behalf and to bind it according to the terms hereof,
                  and pursuant to public deed number 36,744 dated May 26, 2000,
                  issued by the Notary Public number 29 for Mexico City, Mexico,
                  duly recorded in the Public Registry of Commerce of Mexico
                  City, and such authorities have not been revoked or restricted
                  in any manner whatsoever.

X. Each of the Parties hereto represents that at the fulfillment of the
Conditions Precedent, it has not executed with the other Parties, or with any of
them, any agreement whatsoever with respect to matters directly related to the
ones provided herein, unless for the execution of this Agreement, the GTC
Shareholders Agreement and other agreements executed with respect to the above o
that have been disclosed among them.

Further to such recitals and representations, the parties to this Agreement
agree to bind to the following:

                                     Clauses

1.     Defined Terms

(a)    Notwithstanding the defined terms in the preface, recitals and
       representations of this Agreement, terms defined below will have the
       following meanings (which will be applicable to both the singular and
       plural thereof):

"EAJ Shares", shall have the meaning set forth in the representations of the
present Agreement.

"Trust Shares", shall mean, jointly, the EAJ Shares, the Inbursa Shares and the
Investors Shares. "Inbursa Shares", shall have the meaning set forth in the
representations of the present Agreement.

"Investors Shares", shall have the meaning set forth in the representations of
the present Agreement.

"GTC Shares", shall have the meaning set forth in the representations of the
present Agreement.

"Affiliate", shall mean (i) any individual or corporate entity, partnership,
profit-sharing agreement, trust or any other entity or organization which,
controls, be controlled by or be under the same control to which such corporate
entity is subject to, or (ii) such entity's spouse or any blood relative by
straight line of kindred, either ascending or descending, without limit of
degree. It shall be considered that an entity "controls" another if, the first
one has, directly or indirectly, the authority to determine the other entity's
management or administration and/or policies, either for its equity interest in
the capital stock of such entity, by an agreement or any other act.

"AFR", shall mean Antonino Fernandez Rodriguez.

"Consulting Matters", shall mean (i) any increase or reduction in Televisa's
capital stock, unless that it is a result from a repurchase, in terms of the
applicable legislation; (ii) the mergers or spin-off of Televisa, unless they
are entered into with Subsidiaries; (iii) the dissolution or liquidation of
Televisa; (iv) the acquisition or sales of assets held by Televisa, by an amount
higher than 20% of the consolidated net worth of the last fiscal year; (v) the
operations executed by and among Televisa and, Related Parties (which shall not
include Subsidiaries), for an amount exceeding US$5<180>000,000.00 (five million
dollars 00/100, legal currency in the United States of America) during a fiscal
year; (vi) Televisas request for a statement of concurso mercantil; the
amendment to Televisa's corporate by-laws and which result in an infringe upon
the consulting rights regarding the Consulting Matters; (viii) the credit
operations executed with entities different from the Subsidiaries of Televisa,
for an amount exceeding US$15<180>000,000.00 (fifteen million dollars 00/100
legal currency in the United States of America) during a fiscal year, unless
they are executed within the ordinary course of business; (ix) granting of
guarantees to entities different from Subsidiaries, unless they are granted
within the ordinary course of business; (x) the appointment of the president of
the Board of Directors, in the event that it were different from EAJ.

"Capital Increase" shall mean, among other resolutions, the increase in the
capital stock that the shareholders of Televisa approve in the general
extraordinary meeting called for April 16th, 2004, which shall have, among other
consequences, the payment of a stock dividend through the capitalization of
certain accounts reflected on Televisa's consolidated and audited financial
statements for the year ended December 31, 2003. Said increase in the capital
stock shall be represented through the issuance of 60,269,682,796 "B" Shares,
36,144,994,315 "D" Shares and 36,144,944,315 Series "L" Shares, same which shall
be distributed among Televisa's shareholders pursuant to the following
allocation criteria, but always considering the Split: (i) 4 "B" Shares, 5 "D"
Shares and 5 "L" Shares, for every 25 "A" outstanding Shares; (ii) 9 "B" Shares
and 5 "D" Shares, for every 25 "D" outstanding Shares; and (iii) 9 "B" Shares
and 5 "L" Shares, for every 25 "L" outstanding Shares.

"GTC Certificates", shall have the meaning set forth in the recitals hereof.

"CFG", shall mean Carlos Fernandez Gonzalez.

"COFECO" shall mean the Federal Competition Commission.

"Technical Committee", shall have the meaning provided in Clause 10 hereof.

"Conditions Precedent", shall be each and everyone of the future events of
uncertain consummation set forth in Clause 5 hereof.

"Trust Interest Certificates", shall mean each one of the non-negotiable nor
transferable certificates issued by the Trustee under the provisions hereof,
which shall certify each and all of the Settlors-Beneficiaries as beneficiaries
of one Unit of the Trust Estate, pursuant to the provisions hereof, and which
shall have the following: (i) name, domicile and citizenship of the owner and
beneficiary of the aforesaid Unit; (ii) describe the goods which are transferred
to the corresponding Unit and which belong to the Trust Estate; (iii)
description of the interest percentage of ownership of the Unit over the Trust
Estate; and (iv) be issued in Trustee's letterhead and be numbered and signed by
the attorney(s)-in fact appointed by the Trustee.

"Agreement" or "Trust", shall mean, indistinctively, this Trust Agreement.

"GTC Shareholders Agreement", shall have the meaning set forth in the recitals
hereof.

"Tax Agreement", shall mean the agreement executed on July 18th, 2003 by and
among GTC and some of its shareholders and whose contingent payment obligations
were guaranteed by means of a securities pledge agreement over GTC Certificates.

"Day", shall mean one calendar day.

"Business Day", shall mean any calendar day, except for Saturdays and Sundays
and those days in which the banking institutions must close and cease their
operations in terms of the general provisions issued by the National Banking and
Securities Commission.

"Split", shall mean the split of the shares representative of the outstanding
capital stock of Televisa, that approve its shareholders in the meeting of
Capital Increase, for an amount of 25 "A" Shares, 25 "D" Shares and 25 "L"
Shares, for each one of the outstanding at such date, and therefore it shall be
issued, without prior payment by the shareholders and without modifying
therefore, the amount of the capital stock, the respective shares so that the
capital stock be totally represented by 236,713,698,975 shares, from which a
total of 124,736,244,175 shares correspond to "A" Series, a total of
55,988,727,400 shares correspond to "D" Series and a total of 55,988,727,400
shares correspond to "L" Series.

"EAJ", shall have the meaning set forth in the preamble of the present
Agreement.

"Completion Date", shall mean December 31st , 2004.

"Investor's Trust", shall mean the trust No. F-14520-1, dated as of July 13th,
2000, in which the Investors are sole beneficiaries, pursuant to the amendments
thereupon.

"EAJ Trust", shall mean the trust No. 80370, dated as of February 25th, 2004, in
which EAJ is the sole beneficiary.

"Issuing Trust", shall mean the trust No. 914-0, dated as of November 22nd,
2003, established with Nafinsa for the issuance of certificados de participacion
ordinarios, representing shares of the capital stock of Televisa.

"Inbursa Trust", shall mean the trust No. F-0553, dated as of May 4th ,1999, in
which Promotora Inbursa is the sole beneficiary, pursuant to the amendments
thereupon.

"Settlor-Beneficiary A", shall mean Nacional Financiera, S.N.C., Institucion de
Banca de Desarrollo, Direccion Fiduciaria, in compliance with the purposes of
the EAJ Trust.

"Settlor-Beneficiary B", shall mean Banco Inbursa, S.A., Institucion de Banca
Multiple, Grupo Financiero Inbursa, Division Fiduciaria, in compliance with the
purposes of the Inbursa Trust.

"Settlor-Beneficiary C", shall mean Banco Nacional de Mexico, S.A., Integrante
del Grupo Financiero Banamex, Division Fiduciaria, in compliance with the
purposes of the Investor's Trust.

"Settlors-Beneficiaries", shall mean jointly, the Settlor-Beneficiary A, the
Settlor-Beneficiary B and the Settlor-Beneficiary C.

"Trustee", shall mean Nacional Financiera, S.N.C., Institucion de Banca de
Desarrollo, Direccion Fiduciaria, as trustee of the Trust.

"Lien of Unit", or "Lien of Units", shall mean any encumbrance, charge or lien
of the Units, as well as the corresponding encumbrance, charge or lien of the
underlying assets.

"GTC", shall mean Grupo Televicentro, S.A. de C.V.

"Indeval", shall mean S.D. Indeval, S.A. de C.V. Institucion para el Deposito de
Valores.

"Transfer Instruction", shall mean the unanimous resolution signed by all the
members of the Technical Committee on the date hereof, in which, among other
things, it is determined the way in which the Securities of Televisa as well as
the cash must be transferred, and in respect with the cash, among the
Settlors-Beneficiaries at the time the Conditions Precedent be fulfilled. The
original of said document is attached hereto as exhibit B.

"Investors", shall have the meaning set forth in the preamble hereof.

"LALF", shall mean Lucrecia Aramburuzabala Larregui de Fernandez.

"GLCC", shall mean the General Law of Commercial Companies currently in effect
in Mexico.

"MAAL", shall mean Maria Asuncion Aramburuzabala Larregui.

"Mexico", shall mean the Mexican United States.

"MNFG", shall mean Maria de las Nieves Fernandez Gonzalez.

"Nafinsa", shall mean Nacional Financiera, S.N.C., Institucion de Banca de
Desarrollo, Direccion Fiduciaria, acting as trustee of the Issuing Trust.

"New Securities of Televisa", shall mean every and all of the certificados de
participacion ordinarios representing Series A, B, D and L shares of the capital
stock of Televisa which the Trustee receives from Nafinsa once the Conditions
Precedent are fulfilled, either by a material delivery or by means of its
assignment, upon the delivery of all stock certificates of the capital stock of
Televisa and the certificados de participacion ordinarios representing Series A,
D and L shares of the capital stock of Televisa, which be owned by the Trustee
and which belong to the Unit A, Unit B and Unit C at the time the delivery to
Nafinsa takes place, acting as trustee of the issuing trust of such certificados
de participacion ordinarios.

"Parties", shall have the meaning set forth in the preamble of the present
Agreement.

"Related Parties", shall mean, with respect to any of the Parties of the present
Agreement, or as the case may be, of the corresponding party: (a) any partner or
shareholder, either direct or indirect, directors, officers or first and second
level employees of any of the aforesaid entities; and (b) any blood relative or
relative in-law up to the first degree in straight or transversal line of
kindred and, up to where it is known, without limit of degree, of any of the
holders of shares representative of the capital stock of any of the Parties
herein, directors, officers or employees of any of the aforesaid entities.

"Trust Estate", shall mean all the assets which, individually, are part of this
Trust.

"Swap" or "Swaps", shall mean the Swap operation or operations executed by GTC
with Nafinsa acting as trustee of the trust No. 80359 dated as of December
9th,2003, and which shall be approved by the GTC shareholders.

"Promotora Inbursa", shall have the meaning set forth in the preamble of the
present Agreement.

"Capital Reduction", shall mean the reduction in the capital stock of GTC, which
shall result on a decrease in the value of the shares, without canceling them,
that the GTC shareholders have approved in terms of the GTC Resolutions, through
the reimbursement to their shareholders, in cash and in kind, in the first case
through the payment of the approximate amount of $285,132,004.00 (two hundred
and eighty five million, one hundred and thirty two thousand four pesos 00/100
legal currency in Mexico) to the Trustee, and in the case of payment in kind,
through its delivery, either on a material way or through its assignment to the
Trustee, of every and each of the Securities of Televisa and/or the New
Securities of Televisa which be owned by GTC at the time in which such
securities be delivered, either in a material way or through its assignment to
GTC by Televisa, as a result of the Split and the Capital Increase.

"Trustee Record" , shall mean the record kept in writing by the Trustee in terms
of article 79 of the Credit Institutions Law, in which the Trust Interest
Certificates shall be recorded.

"GTC Resolutions", shall mean the unanimous shareholders resolutions subject to
the compliance of various conditions precedent, signed on the execution date of
this Agreement.

"Request", shall have the meaning set forth in Clause 19 of the present
Agreement.

"Subsidiary(ies)": shall mean any company in which a person has currently, or in
the future, more than 50% (fifty percent) of its capital stock, directly or
indirectly, through companies, associations, trusts or other entity or joint
venture, or where said entity has, under any title, the authority to appoint the
majority of the members of the board of directors of the entity referred to.

"Televisa", shall mean Grupo Televisa, S.A.

"Unit" or "Units", shall mean, the goods which are part of the Trust Estate, and
which are transferred for the purposes set forth herein and for the exclusive
benefit of each one of the Settlors-Beneficiaries, and which each one of the
units is evidenced through a Trust Interest Certificate.

"Unit A", shall mean, the assets that are part of the Trust Estate, and which
are transferred to the purposes of this Trust and for the exclusive benefit of
each one of the Settlor-Beneficiary A, so none of the other
Settlors-Beneficiaries shall have any benefit over the assets corresponding to
the Unit A.

"Unit B", shall mean, the assets that are part of the Trust Estate, and which
are transferred to the purposes of this Trust and for the exclusive benefit of
each one of the Settlor-Beneficiary B, so none of the other
Settlors-Beneficiaries shall have any benefit over the assets corresponding to
the Unit B.

"Unit C", shall mean, the assets that are part of the Trust Estate, and which
are transferred to the purposes of this Trust and for the exclusive benefit of
each one of the Settlor-Beneficiary C, so none of the other
Settlors-Beneficiaries shall have any benefit over the assets corresponding to
the Unit C.

"Securities of Televisa", shall mean the Initial Securities of Televisa, as well
as each and all of the shares representative of the capital stock of Televisa
which GTC receives as a consequence of the Split and the Capital Increase.

"Initial Securities of Televisa", shall have the meaning set forth in the
recitals hereunder.

"Sale of Unit" or "Sale of Units", shall mean any sale, transfer into a trust,
assignment, onerous or gratuitous donation, partial or total, direct or
indirect, of Unit(s), and/or of the corresponding transfer, either directly or
indirectly, of the underlying assets thereon.

(b)    Unless otherwise expressly provided, all references to numbers of clauses
       are to the clauses of this Agreement, and references to exhibits are to
       the exhibits of this Agreement, that are a part of the same. The words
       "hereof", "herein", "thereof", and "hereunder" and similar words refer to
       this entire Trust Agreement and not to any particular subdivision
       thereof. Any reference to legal provisions, laws or regulations shall be
       deemed to include any amendment made thereto from time to time, or any
       law, regulation or provision thereof.

(c)    The following exhibits are attached hereto and are considered part to
       this Trust Agreement:

       Exhibit "A"    Copy of GTC Resolutions
       Exhibit "B"    Copy of Transfer Instruction
       Exhibit "C"    Copy of the corresponding entry in GTC's stock registry
                      book
       Exhibit "D"    Members of the Technical Committee
       Exhibit "E"    Trustee's Fees


2.       Creation of the Trust. Each one of the Settlors-Beneficiaries herein
         create this irrevocable Trust, unless otherwise provided in Clause 19
         herein, by transferring to the Trustee in trust ownership, free on any
         lien, without any limitation or condition and with everything
         corresponding by law or in fact to them:

(a)      The Settlor-Beneficiary A, the trust ownership of the EAJ Shares, which
         are transferred to the Trustee by means of the delivery of the stock
         certificate(s), duly endorsed in property in favor of the Trustee.

(b)      The Settlor-Beneficiary B, the trust ownership of the Inbursa Shares,
         which are transferred to the Trustee by means of the delivery of the
         stock certificate(s), duly endorsed in property in favor of the
         Trustee.

(c)      The Settlor-Beneficiary C, the trust ownership of the Investors Shares,
         which are transferred to the Trustee by means of the delivery of the
         stock certificate(s), duly endorsed in property in favor of the
         Trustee.

The Trustee, by means of the signature of the present Agreement (a) accepts its
commission as trustee of this Trust, declares its loyal and due performance of
the obligations established herein and those established in the applicable law,
and (b) grants to the Settlors-Beneficiaries the broadest receipt permitted by
law for the Pledged Shares, in the understanding that such receipt must be
enforceable in the date hereof in which the transfer of the aforementioned
assets was duly registered in GTC's stock registry book, in accordance with the
provisions of article 129 of the General Law of Commercial Companies, same that
is evidenced hereunder with the certified copy of the corresponding entry in the
mentioned book, and which is attached hereto as exhibit C.

The Parties agree that, once the GTC Resolutions, the Capital Increase and the
Split becomes effective, and therefore the Trustee is able to make the swap of
the Securities of Televisa (received as payment for the Capital Reduction) for
the New Securities of Televisa, it would not he required the registration in the
stock registry book of Televisa, according to the provisions of article Ninth of
its corporate by-laws and with the provisions set forth in subparagraph b),
section IV of article 57 of the Securities Market Law. Therefore Televisa
accepts herein, subject to the effectiveness of the Capital Increase and the
Split, to recognize the Trustee as its shareholder by the sole assignment that,
in favor of this last one, GTC does to the Securities of Televisa and/or the New
Securities of Televisa to the account at Indeval instructed in time to time by
the Trustee.

The Settlors-Beneficiaries reserve their right of reversion over the Pledged
Shares, which could only be exercised in terms of this Agreement.


3.       Trust Estate. The Trust Estate constitutes the following:

(a)      The Pledged Shares, including all corporate and economic rights
         pertaining to the same.

(b)      The cash amounts that the Trustee receives for payment of dividends,
         liquidation fee or cash equivalents, in respect to the Pledged Shares
         or any other asset which may be part of the Trust Estate before the
         Conditions Precedent become effective. The cash payments received by
         the Trustee at the time the GTC Resolutions become effective, shall be
         immediately delivered to the Settlors-Beneficiaries, pursuant to the
         Transfer Instruction; and any other received further on, pursuant to
         the provisions set forth hereunder.

(c)      The shares representative of capital stock of GTC received by the
         Trustee herein as a result of the payment of stock dividends approved
         by GTC, for capital increases approved by GTC, subscribed and paid by
         the Trustee in terms of this Agreement, for the capitalization of
         premiums over the shares, of prior contributions, of retained earnings
         or reserves, or as the case may be, for all those shares representative
         of GTC's capital stock which be issued and delivered by the last
         mentioned in substitution of the Pledged Shares, as a consequence of
         the swap, restructure, split or reclassification of the series or of
         the shares representative of its capital stock.

(d)      The Securities of Televisa and the cash amounts delivered from time to
         time to the Trustee as a result of the Capital Reduction, until such
         securities are not exchanged by the Trustee for the New Securities of
         Televisa.

(e)      In its moment, the New Securities of Televisa, including all corporate
         and economic rights pertaining to the same

(f)      The cash amounts that the Trustee receives for payment of dividends,
         liquidation fee or cash equivalents, in respect to the Securities of
         Televisa and/or the New Securities of Televisa, same that the Trustee
         obliges to immediately distribute to the Settlors-Beneficiaries,
         according to what correspond to each Unit.

(g)      The shares representative of Televisa's capital stock which, in terms
         of this Agreement receives the Trustee as: (i) a result of the payment
         of stock dividends approved by Televisa, for Capital Increases approved
         by Televisa, subscribed and paid by the Trustee in terms of this
         Agreement, for the capitalization of premiums over shares, of prior
         contributions, of retained earnings or reserves, or as the case may be,
         by all those shares representative of Televisa's capital stock which be
         issued and delivered by the last mentioned in substitution of the New
         Securities of Televisa, as a consequence of the swap, restructure,
         split or reclassification of the series or of the shares representative
         of its capital stock, as well as (ii) the shares representative of the
         capital stock (or the stock certificates or securities issued
         representing them) of any other company or third party which, in its
         case, be received in exchange or as part of the New Securities of
         Televisa, either by merger or spin-off of Televisa, or by the execution
         of any other corporate restructure of the last mentioned.

(h)      The proceeds, products or interests that in any time may be generated
         for the investments done by the Trustee, of the amounts that in its
         case be received in cash, in terms of this Trust, notwithstanding the
         obligation of the Trustee to immediately distribute the aforesaid
         proceeds, products or interests, pursuant to the terms hereunder.

(i)      Any other asset, including without limitation shares or other
         securities representative of the capital stock of Televisa, that may be
         transferred from time to time to the Trust Estate in order to increase
         the same, with the prior written consent of the Settlors-Beneficiaries
         and the Trustee.


4.       Purposes of the Trust. Are purposes of this Trust:

(a)      The creation of the Trust Estate, keeping the Trustee the trust
         ownership of the same and, therefore, the Trustee shall keep the
         ownership of the assets that are part of the Trust Estate for the time
         being necessary to comply with the purposes of the Trust.

(b)      The administration by the Trustee of the Trust Estate pursuant to the
         provisions set forth herein.

(c)      That the Trustee increase or diminish the Trust Estate, pursuant to the
         provisions set forth herein, prior written instructions by the
         Technical Committee.

(d)      That the Trustee exercise the corporate and economic rights pertaining
         to the Pledged Shares according to the terms and conditions set forth
         herein and, therefore, such Pledged Shares are voted in the same way in
         the shareholders meetings of GTC, pursuant to the written instructions
         given for that purpose by the Settlors-Beneficiaries, in terms of this
         Agreement.

(e)      That the Trustee exercise the corporate and economic rights pertaining
         to the Securities of Televisa or the New Securities of Televisa and,
         therefore, such securities are voted in the same way in the
         shareholders meetings of Televisa, pursuant to the written instructions
         given for that purpose by the Technical Committee.

(f)      That in case there is a payment of dividends by GTC, or, in its case by
         Televisa, and these dividends are paid in cash or when are distributed
         to GTC's shareholders, or, in its case, Televisa, any other cash
         amount, the Trustee shall deliver such cash amounts immediately to the
         Settlors-Beneficiaries according to the provisions set forth herein,
         and pursuant to what corresponds to every one, according to their Trust
         Interest Certificate. That in case of a stock dividend of GTC or
         Televisa, the Trustee incorporates them to the Trust Estate, according
         to what it belongs to each Unit, forming since such moment, part of
         each Unit; having the Trustee to make the corresponding entries in the
         Trustee Record and to swap the corresponding Trust Interest Certificate
         for a new one that reflects the trust ownership of each Unit over the
         new assets.

(g)      That the Trustee abstain to recognize any Sale of Unites or Lien of
         Units that does not have been performed strictly to the provisions set
         forth herein, including abstaining to register such operation in the
         Trustee Record.

(h)      That the Trustee, at the time the Capital Reduction becomes effective,
         receive from GTC, the cash amount and the Securities of Televisa, and,
         at its due moment, perform the swap of some of the securities
         mentioned, for the New Securities of Televisa, keeping in the Trust
         Estate, the Securities of Televisa which were not exchanged, as well as
         the New Securities of Televisa (together with the Pledged Shares),
         pursuant to the Transfer Instruction, issuing therefore the new Trust
         Interest Certificates representing the trust ownership of every Unit
         over the assets of the Trust Estate.

(i)      That the Trustee executes one or more securities pledge agreements with
         the brokerage firm instructed by each one of the Settlors-Beneficiaries
         for the assignment, custody and administration of the Securities of
         Televisa, and at its due moment and before the corresponding swap, of
         the New Securities of Televisa which correspond exclusively to each one
         of the Units. In the event that there are no instructions from one or
         more Settlors-Beneficiaries, the Technical Committee shall inform the
         Trustee with whom it has to execute the corresponding securities pledge
         agreement(s).

(j)      That the Trustee, notwithstanding its immediate payment obligation of
         the cash amounts it receives, temporarily invest any amount in cash
         received (i) in government securities pursuant to the written
         instructions received form the Technical Committee; and (ii) in the
         case said instructions are not given, immediately and for periods not
         longer than 7 ( seven) days, in Federal Treasury Certificates (CETES),
         or, in the event of lack of said securities, in Federal Government
         Development Bonds (BONOS), or, in the event of lack of said securities,
         in other government debt securities; in the intelligence, however, that
         it shall not carry out any direct nor indirect investment in other
         trusts, nor in commercial paper without a security interest, nor in
         other securities that are not expressly permitted hereby.

(k)      That, pursuant to the provisions hereof, the Trustee revert or transfer
         to the Settlors-Beneficiaries, to its assignees or successors, the
         underlying assets to each Unit, that form part of the Trust Estate,
         pursuant to the terms and conditions set forth herein and the Trust
         Interest Certificate.

(l)      That the Trustee carry out the revocation, partial or total, of this
         Trust, pursuant to the terms of clause 19 hereunder.

(m)      That, in general, the Trustee undertake other legal actions which be
         necessary or convenient for the compliance of the purposes of this
         Trust, pursuant to the instructions provided by the Technical
         Committee.


5.       Conditions Precedent.

(a)      On the date on which each and all of the future events of uncertain
         accomplishment listed below, be fulfilled, which shall take place
         before the Final Completion (the "Conditions Precedent"), (A) the
         Trustee (i) shall receive the cash amounts and the Securities of
         Televisa as a result of the Capital Reduction, (ii) shall instruct
         Televisa to transfer to the Issuing Trust every and all the shares
         representative of the capital stock of Televisa which it receives from
         the Capital Reduction, and that pursuant to the Transfer Instruction,
         correspond to Unit A, Unit B, and Unit C, (iii) shall instruct the
         Issuing Trust to swap the GTC Certificates as well as all the shares
         transferred in terms of section (ii) above, for the New Securities of
         Televisa, according to the provisions of the Transfer Instruction, and
         (iv) shall swap to the Settlors-Beneficiaries its Trust Interest
         Certificates for new ones which reflect that the underlying goods of
         every Unit are the Pledged Shares and/or the Securities of Televisa
         and/or the New Securities of Televisa, which correspond to each one of
         the Settlors-Beneficiaries, in terms of the Transfer Instruction issued
         by the Technical Committee on the execution date hereof; (B) the GCT
         Shareholders Agreement and the Tax Agreement, shall be resolved, as of
         this date, without the need of a court order; and (C) the Technical
         Committee shall instruct the Trustee, in writing, the way in which the
         Pledged Shares must be voted to amend the corporate by-laws of GTC in
         order to eliminate any restrictions which the same may had due to the
         execution of the GTC Shareholders Agreement:


         (i)      That the shareholders of Televisa approve the payment of a
                  cash dividend by Televisa to its shareholders, including GTC,
                  and upon the receipt of said dividend, GTC use part of the
                  received cash to prepay the unpaid balance, at the due date,
                  of the current account loan entered into by GTC and Banco
                  Inbursa, S.A., Institucion de Banca Multiple, executed on
                  February 4th, 2004, and obtain form said banking institution,
                  the corresponding receipt and release.

         (ii)     That the shareholders of Televisa approve the Split as well as
                  the Capital Increase.

         (iii)    That Televisa shall deliver GTC the corresponding shares
                  representative of its capital stock as a result of the Split
                  and the Capital Increase.

         (iv)     That the Swap be perfected.

         (v)      That the Capital Reduction be notified to Cofeco.

         (vi)     That a meeting of holders of certificados de participacion
                  ordinarios representing shares of the capital stock of
                  Televisa and issued by the Issuing Trust, be held and in which
                  the issuance of, among other certificates, the New Securities
                  of Televisa, be approved, and that the necessary amendments
                  due to the Split and the Capital Increase.

(b)      In the event that the Conditions Precedent are not be fulfilled before
         the Final Completion, any of the Settlors-Beneficiaries shall have the
         right to instruct the Trustee in order for it to revert the underlying
         assets to every Unit, to each one of the Settlors-Beneficiaries.

6.       Administration of the Pledged Shares.

As long as the Pledged Shares are part of the Trust Estate herein, and the
Conditions Precedent have not been fulfilled, the corporate and economic rights
pertaining to the Pledged Shares shall be exercised by the Trustee pursuant to
the instructions received by each one of the Settlors-Beneficiaries (in the
proportion each one has in the Pledged Shares, pursuant to what each Unit has of
the Pledged Shares), which shall be given pursuant to the provisions of the GTC
Shareholders Agreement.

If such is the case, in order to be able to instruct the Trustee and for this
one to appoint the corresponding attorney-in-fact, the Settlors-Beneficiaries
shall, depending whether it is the case of Unit A, Unit B or Unit C,
respectively, instruct in writing to the Trustee, with at least 2 (two) Business
Days prior to the date in which the general shareholders meeting of GTC shall be
held or on the date in which the corresponding right shall be exercised.

The proxy and the deposit certificate necessary to attend the general
shareholders meeting of GTC, shall be delivered by the Trustee to the
Settlors-Beneficiaries, as the case may be, with at least 1 (one) Business Day
prior to the date in which such meeting shall be held.

At the fulfillment of the Conditions Precedent, which shall be notified to the
Trustee by the Technical Committee, the provisions set forth in this clause
shall extinguish automatically without the need of a court order.


7. Administration of the Pledged Shares, Securities of Televisa and New
Securities of Televisa at the fulfillment of the Conditions Precedent. Upon the
fulfillment of the Conditions Precedent, the Pledged Shares, and when
applicable, the Securities of Televisa and the New Securities of Televisa, and
during all the time in which such assets are not released from the Trust Estate,
the corporate and the economic rights pertaining to the Pledged Shares, the
Securities of Televisa and the New Securities of Televisa, as the case may be,
shall be exercised pursuant to the provisions of clause 10 herein, unless for
the following (i) the exercise of the preferential right in case of a capital
increase in the capital stock of GTC, or in its case, of Televisa, according to
the provisions of clause 9 herein; (ii) the exercise of those corporate rights
that the applicable legislation gives to the shareholders of a corporation, only
in the case that, the way of exercising such rights is not expressly provided
for in this Agreement, or the exercise of the same could prejudice the right(s)
agreed herein of any of the Parties; (iii) the resignation and the appointment
of the candidates to the directors of the Board of Directors of Televisa; and
(iv) the exercise of the consulting right that the Settlors-Beneficiaries B and
C have with respect to the Consulting Matters. With respect to sections (iii)
and (iv) above, it shall be applicable the following:

(a)      Each and every of the "A" Shares representative of the capital stock of
         Televisa that are part of the Trust Estate, notwithstanding who is the
         beneficiary under this Agreement, shall be voted in the corresponding
         shareholders meetings to designate and appoint directors (and their
         alternates) of the board of directors of Televisa as instructed by the
         Settlor-Beneficiary A. For this purposes the Settlor-Beneficiary A
         shall provide the name of each of such individuals, as well as the
         attorney-in-fact that will exercise such rights in the corresponding
         shareholders meetings.

         In the case the Settlor-Beneficiary A do not provide to the Trustee the
         names of the directors and of the attorney-in-fact with at least 2
         (two) Business Days prior to the date on which the corresponding
         shareholders meetings shall be held, the Trustee shall abstain to grant
         any proxy for the representation of the "A" Shares representative of
         the capital stock of Televisa that are part of the Trust Estate.

(b)      Each and every of the "B" Shares representative of the capital stock of
         Televisa that are part of the Trust Estate, shall be voted in the
         corresponding shareholders meetings to designate and appoint as
         directors (and their alternates) of the board of directors of Televisa
         to 2 (two) individuals designated by the Settlor-Beneficiary B, to 1
         (one) individual designated by the Settlor-Beneficiary C, and to 2
         (two) individuals designated by the Settlor-Beneficiary A, for which
         each of the Settlors-Beneficiaries shall provide to the Trustee with
         the name of each one of such individuals, as well as the
         attorney-in-fact of each one of them that will exercise such rights in
         the corresponding shareholders meetings. Notwithstanding the above, (i)
         if the Unit B or the Unit C, each independently, represent less than 2%
         (two percent) of the shares representing the capital stock of Televisa,
         or (ii) any of the Settlors-Beneficiaries B and/or C release from this
         Trust all the assets that correspond to the Unit B and/or C, as the
         case may be, the right to appoint provided in (b) above, will
         extinguish automatically, and the Settlor-Beneficiary A will have to
         appoint, in addition to the ones he is entitle, the directors that
         should have correspond to the Settlors-Beneficiaries B and/or the
         Settlors-Beneficiaries C, as the case may be.

         In the case the Settlor-Beneficiary A, the Settlor-Beneficiary B and/or
         the Settlor-Beneficiary C, as the case may be, does not instruct in
         writing to the Trustee its proposals to appoint directors and the
         attorney-in-fact with at least 2 (two) Business Days prior to the date
         on which the corresponding shareholders meetings shall be held, the
         Trustee shall abstain to grant any proxy for the representation of the
         "B" Shares representative of the capital stock of Televisa of which
         Unit A, Unit B and/or Unit B is beneficiary, as the case may be.

         Notwithstanding the above and pursuant to the provisions of this
         clause, if the members of the board of directors of Televisa are
         nominated by voting ballot, such ballot must include the directors
         appointed by each of the Settlors-Beneficiaries.

(c)      All the other shares representative of the capital stock of Televisa
         that are part of the Trust Estate and that are not "A" or "B" Series,
         shall be voted in the corresponding shareholders meetings to designate
         and appoint, as members of the board of directors of Televisa, to the
         individuals appointed by the Settlor-Beneficiary A.

(d)      In order to be able to instruct the Trustee and that this one may
         designate the corresponding attorney-in-fact, the
         Settlors-Beneficiaries must, depending whether it is a Unit A, Unit B
         or Unit C, respectively instruct in writing to the Trustee, with at
         least 2 (two) Business Days prior to the date in which the general
         shareholders meeting of Televisa shall be held or in the date in which
         the corresponding right shall be exercised.

(e)      The proxy and the certificate of deposit necessary to attend to the
         general shareholders meeting of Televisa will be delivered by the
         Trustee to the Settlors-Beneficiaries, as the case may be, with at
         least 1 (one) Business Day prior to the date on which such meeting
         shall be held.

(f)      In the event of Consulting Matters, the Settlor-Beneficiary A must send
         in writing to each of the Settlors-Beneficiaries B and C the
         instruction on how the Pledged Shares shall be voted, or in its case,
         the Securities of Televisa and the New Securities of Televisa, with at
         least 4 (four) Days prior to the date in which it must exercise the
         corresponding voting right, so that each of such Settlors-Beneficiaries
         B and C answer in writing, during the next 2 (two) Days following the
         date in which receives the notification from the Settlor-Beneficiary A,
         if it agrees with the way of the proposed vote for the corresponding
         Consulting Matter.

         In case that one or two of the Settlors-Beneficiaries B or C do not
         respond in writing during the next 2 (two) Days, it shall be understood
         that they expressly accept the way the vote is going to be exercised.
         In case that one or two of the Settlors-Beneficiaries B or C reject, by
         writing notification to the Settlor-Beneficiary A during the next 2
         (two) Days, the way the vote is going to be exercised, and the
         Settlor-Beneficiary A does not accept the suggestion, the
         Settlor-Beneficiary B and/or the Settlor-Beneficiary C shall have the
         right to request the anticipate or immediately release, revocation and
         reversion of all the assets that comprehend the Unit B and/or C and
         from which they are beneficiary(ies) under this Trust, as the case may
         be.

         The consulting right set forth in this section (f) will be extinguished
         automatically, with out need of judicial order whatsoever, at the
         moment in which (i) the Settlor-Beneficiary B and/or the
         Settlor-Beneficiary C, as the case may be and for the corresponding,
         must not be anymore part of this Trust as a result of the release and
         reversion of all the assets that comprehend the Unit B and/or the Unit
         C, and from the one(s) it (they) is (are) beneficiary(ies) under this
         Trust; or (ii) the Unit B or the Unit C represents less than 2% (two
         percent) of the shares representing the capital stock of Televisa.


8.       Transfer restrictions and Lien.

(a)      Each one of the Settlors-Beneficiaries shall abstain directly or
         indirectly, in one or more operations, from carrying out a Sale of Unit
         or a Lien of Unit from which each one is holder, without the prior
         written consent of the other Settlors-Beneficiaries, unless that the
         respective Sale of Unit is to an Affiliate. Any Affiliate or third
         party which wishes to acquire a Unit shall convene in a written way to
         submitting, to the terms and conditions hereof, before the transmission
         of the property of part or whole of the respective Unit becomes
         effective

         Any Sale of Units or Lien of Units carried out without perfectly
         complying with the requirements, terms and conditions set forth in the
         present clause, shall not become effective for the Trustee, who will
         abstain from carrying out the registration of such operation at the
         Trustee Record. The abovementioned shall be indicated in every one of
         the Trust Interest Certificates issued. In addition, the Settlor-
         Beneficiary that incurs in the latter shall be responsible for damages
         and lost profits caused to the other Settlors-Beneficiaries.

         The restriction set forth in this section (a) shall automatically
         extinguish, without the need of a declaration of an authority, at the
         time when (i) the Settlor-Beneficiary B and/or the Settlor-Beneficiary
         C is able to release and revert the assets which belong to Units B
         and/or C in his favor, or (ii) when the Settlor-Beneficiary B and7or
         the Settlor Beneficiary C is able to revoke this Trust on his behalf.

(b)      In the event that the "General rules applicable to the acquisition of
         values that shall be reveled or purchase of values in public
         placement", issued by the NBSC (National Banking and Securities
         Commission) were amended within the next 4 (four years) following the
         execution date, and were not substituted for other general rules that
         grant similar rights to the ones provided in such Rules which in some
         cases, purchase public placements shall be carried out at the same
         price for all the outstanding shares, and the Settlor-Beneficiary A
         pretends to sell or purchase in any way (including through out a merger
         or a similar operation to which those Rules do not apply), directly or
         indirectly , all the assets which belong to Unit A to a third party,
         each one of the Settlor-Beneficiaries B and C, individually, shall have
         the right to demand from the Settlor-Beneficiary A, and such shall have
         the obligation to include in the sells offer or other similar
         operation, in a pro-rata basis, the assets that belong to Unit B and/or
         C, at the same price and under the same terms and conditions of the
         third party's offer in regard, as a condition for the achievement of
         the sell.

         Each one of the Settlor-Beneficiaries B and C shall have a period of 30
         (thirty) days, as of the date in which each one of them receives the
         notice of the abovementioned purchase offer, to notice in a written way
         the Settlor Beneficiary A, within such period. In the event that such
         period elapses without both Settlors-Beneficiaries B and C having
         noticed the Settlor-Beneficiary A their wish to exercise their right to
         a shared sale, it shall be understood that one or both
         Settlor-Beneficiaries, irrevocably waive such right.

         The right to the shared sale set forth in this section (b) shall
         automatically extinguish shall automatically extinguish, without the
         need of a declaration of an authority, at the time when one of the
         following events occurs: (i) the Settlor-Beneficiary B and/or the
         Settlor-Beneficiary C, as corresponds, shall stop being part of this
         Trust, as a result of the release and revert of the assets which belong
         to Units B and/or C, and of which they are beneficiaries under this
         Trust; or (ii) The Unit B and/or the Unit C, as the case may be and to
         which it corresponds, represents less than 2% (two percent) of all the
         shares that represent the capital stock of Televisa; or (iii) 4 (four)
         years pass since the execution date of this Agreement.

9.       Increases and reduction of capital, dividends.

(a)      Each one of the Settlor-Beneficiaries agrees that the Trustee shall
         subscribe and pay the capital increases declared by GTC, an if, when
         Televisa complies with the Conditions Precedent, to which (i) shall
         receive a written instruction from the Technical Committee and (ii) The
         Settlor-Beneficiaries shall provide the Trustee, the funds or enough
         assets for such effect, at least 4 (four) Business Days prior to the
         date in which the term for the subscription expires. Derived from the
         abovementioned, the preference rights to subscribe the shares in GTC ,
         or Televisa in case of capital increase, shall be exercised by the
         Settlor-Beneficiaries, though out the Trustee, in a proportion
         regarding what each of their Units represent in the Trust Estate.

         If any of the Settlor-Beneficiaries did not exercise his preference
         right, or exercised it partially, and/or that the necessary funds were
         not delivered to the Trustee, at least 4 (four) days prior to the date
         in which the date for the subscription expires, the other
         Settlor-Beneficiaries may provide the Trustee, at least 1 (one)
         Business Day prior to the date in which the date for the subscription
         expires, the missing resources to subscribe such capital increase
         proportionally to what they are entitled to, case in which the values
         received due to the capital increase shall be assigned to the Unit or
         Units of the Settlor-Beneficiaries that paid for their subscription,
         having the Trustee the obligation to cancel the Trust Interest
         Certificates for new ones which reflect the new assets that belong to
         each Unit as well as the percentage that each one of the Units
         represent in the Trust Estate, and carrying out the corresponding
         annotations in the Trust Record. In any case, if the trustee was not
         provided on time with the funds, it shall not have any kind of
         responsibility to subscribe or pay such capital increase.

         Likewise, in the event that the shareholders meeting of GTC or
         Televisa, decided to increase the capital stock of such Companies
         through the capitalization of balance entries or through the payment of
         a dividend in shares or in any other way, the shares issued due to such
         resolution shall be received by the Trustee, and shall be immediately
         transferred to the Trust created hereof and, will be subject to the
         provisions of this Agreement, and shall be considered "Units" for the
         effects of it and entitled to the Settlor-Beneficiaries, pursuant to
         the written instructions received by the Technical Committee, that
         shall prepare the respective instruction, according to the values
         transferred to each Unit; in such case the Trustee complies to issue
         new Trust Interest Certificates.

   (b)   Except for the Capital Reduction, which shall be applied pursuant to
         the Transfer Instruction, the Trustee, in case of any capital reduction
         in GTC and/or Televisa, as the case may be, shall receive the amount or
         the shares or corresponding values, and immediately deliver them to the
         Settlor-Beneficiaries, according to the shares or values transferred
         which correspond to each Unit.

   (c)   In the event that the Trustee received, from GTC and/or Televisa
         dividends in cash and any other cash amount paid for any other reason,
         the Trustee will immediately release the Settlors-Beneficiaries,
         pursuant to what correspond them for the shares or securities
         underlying to each Unit.


10. Technical Committee. Pursuant to article 80 of the Credit Institutions Law,
the Settlors-Beneficiaries create hereby a technical committee (the "Technical
Committee"):

(a)      The Technical Committee shall be integrated by 5 (five) proprietary
         members and their corresponding alternates. The Settlor-Beneficiary A
         shall have the right to appoint 3 (three) of the proprietary members
         and their respective alternates, and each of the Settlor-Beneficiary B
         and Settlor-Beneficiary C shall have the right to appoint 1 (one)
         proprietary member and their respective alternates. The members
         appointed by each of the Settlors-Beneficiaries, may be substituted at
         any time, prior written notification to the Trustee and the other
         Settlor-Beneficiaries.

(b)      The proprietary and alternate members will hold office until the date
         in which new members are appointed and this last ones take position of
         their office. The appointment of the proprietary and alternate members
         may only be done by each one of the Settlors-Beneficiaries by its own
         right or through persons appointed by them from time to time, by
         sending a written notification to the other Settlors-Beneficiaries and
         to the Trustee.

(c)      Attached to this Agreement as exhibit D, is a list of the proprietary
         and alternate members appointed by the Settlors-Beneficiaries.

(d)      The Technical Committee shall meet in the place appointed in the
         corresponding call for the corresponding meeting, but always being this
         place Mexico City.

(e)      The Technical Committee shall have the following rules: (i) must remain
         in office as long as this Trust is effective; (ii) each member shall
         have voice and vote in the meetings; (iii) the resolutions shall be
         entrusted to a special delegate that may not be a member to the
         Technical Committee and shall be appointed by this last one in the
         corresponding resolution.

(f)      The Technical Committee will hold meetings pursuant to the following:

         (i)      meetings shall be held as often as necessary in order to
                  achieve the purposes of the Trust, in each case, prior call by
                  any of it proprietary members or by the Trustee, made pursuant
                  the following subparagraph (ii);

         (ii)     meetings shall be presided by the member appointed by the
                  Settlor-Beneficiary A. It will be acting as Secretary of the
                  same el member elected for those purposes from among its
                  members;

         (iii)    there shall be a minute of the meeting containing a summary of
                  the deliberations, and each and every of the resolutions
                  adopted by the Technical Committee in such meeting, which
                  shall be signed by all those present and by the secretary of
                  the same. In every case, the corresponding call shall be
                  attached to the corresponding minute, as well as any other
                  documents delivered at the meeting. Notwithstanding the above,
                  the resolutions taken outside of a meeting by the unanimous
                  vote of the proprietary members of the Technical Committee,
                  shall be as valid as if it where adopted in a meeting of the
                  Technical Committee, provided that these are confirmed in
                  writing and signed by all of the members;

         (iv)     any call for a meeting of the Technical Committee shall be in
                  writing and signed by whoever makes the call, it must contain
                  the agenda for the meeting, as well as the date, hour and
                  location of the same. The calls shall be delivered personally,
                  with acknowledge of receipt, with at least 3 (three) Business
                  Days in advance to the date proposed for the meeting, to the
                  domicile of everyone of the members of the Technical Committee
                  (proprietary and alternates) and that are listed in exhibit D
                  hereto. A prior call shall not be necessary, if at any time of
                  voting at the meeting, all of the members of the Technical
                  Committee are present;

         (v)      for a meeting to be considered legally assembled, shall be
                  present, in first call, at least 4 (four) proprietary members,
                  or its respective alternates, and in second call, the majority
                  of the proprietary members, or its respective alternates, and
                  resolutions shall be valid when adopted by the affirmative
                  vote of the majority of all its proprietary members, or its
                  respective alternates. Once fulfilled the Precedent
                  Conditions, the attendance of the majority of its members, in
                  first or second call, shall be sufficient to be legally
                  assembled.

(g)      The Technical Committee shall have the following functions, authorities
         and responsibilities:

         (i)      following 3 (three) Business Days to the reception or
                  publication of the calls for the shareholders meetings of GTC
                  and as the case may be (at the fulfillment of the Precedent
                  Conditions) Televisa, any of the proprietary members shall
                  proceed to call the Technical Committee, which will have the
                  obligation to instruct the Trustee with respect to the
                  exercise of the corporate and economic voting rights
                  pertaining to the Units and other issues related to GTC and,
                  as the case may be (at the fulfillment of the Precedent
                  Conditions) Televisa, whether by decisions that shall be
                  adopted at ordinary or extraordinary shareholders meetings of
                  GTC and, in its case (at the fulfillment of the Precedent
                  Conditions) Televisa, for which, the Technical Committee shall
                  instruct in writing to the Trustee, indicating the person or
                  persons that shall be appointed as attorneys-in-fact in order
                  to vote the underlying securities of all the Units, as well as
                  the way the vote shall be issued, unless for provided for in
                  clauses 6 and 7 hereunder. Such instructions shall be
                  delivered to the Trustee, with at least 5 (five) business days
                  in advance to the date of the proposed meeting, and the
                  Trustee shall deliver the proxy to the attorney-in-fact
                  appointed, with at least, 2 (two) business days in advance to
                  the date of the proposed meeting;

         (ii)     study, and in its case, approve the Trustee's accounts and
                  resolve any situation that may present with respect to the
                  provisions of this Agreement;

         (iii)    instruct the Trustee with respect to all and every of the
                  measures the Trustee may adopt respect to the defense of the
                  Trust Estate or with respect to any other situation set forth
                  in this Agreement;

         (iv)     instruct the Trustee to grant general or special powers of
                  attorney required to achieve the purposes of this Agreement,
                  the defense of the Trust Estate and the exercise of the assets
                  transferred to this Agreement, indicating the persons to whom
                  it shall be granted such powers of attorney, without prejudice
                  of the individual rights that correspond to each
                  Settlor-Beneficiary, pursuant to clause 7 herein; and

         (v)      in general, resolve consults of all kinds related to this
                  Agreement and exercise all the necessary or convenient
                  authorities, and comply with all the obligations and
                  responsibilities related to, at the due fulfillment of the
                  purposes of this Trust.


11. Administration of the Trust Estate. The Trustee shall not be liable for
facts, acts or omissions by authorities, by the Settlors-Beneficiaries, by the
Technical Committee or by third parties who prevent or obstruct fulfillment of
the purposes of this Trust.

The Settlors-Beneficiaries, or as the case may be, the Technical Committee and
the Trustee shall be obliged to notify in writing of any situation that might
affect the Trust Estate and the one of the Settlors-Beneficiaries. The Technical
Committee shall appoint a person who will be in charge of exercising the rights
derived thereof or assume its defense in case of any controversy, if creditable
to the Technical Committee that only the rights of such Settlor-Beneficiary
shall be affected, without the Trustee assuming any liability whatsoever for the
performance of those attorneys-in-fact, or for payment of the fees or expenses
they earn or cause.

In virtue of the above, if Trustee receives any notice, judicial suit or any
claim related to the Units, it shall notify the Settlors-Beneficiaries, or, in
its case, the Technical Committee, for the Trust Estate to be defended as stated
above, notice that shall extinguish the liability for the Trustee.

However, in case of an emergency, the Trustee shall carry out essential acts to
protect the Trust Estate and rights derived thereof, without prejudice of the
obligation for the Settlors-Beneficiaries, or in its case, the Technical
Committee to instruct the Trustee to grant a power of attorney according to the
second paragraph of this clause. The Settlors-Beneficiaries bind themselves,
proportionally and jointly, to reimburse to the Trustee any amount disbursed by
the latter in attending to matters stated in this paragraph.

The Trustee shall administrate the Trust Estate, according to the authorities
and duties established in the General Law of Securities and Negotiable
Instruments as well as with the provisions set forth in this Agreement and with
the instructions of the Technical Committee, or as the case may be, of any of
the Settlor-Beneficiaries. The Trustee will have the trust ownership of the
Pledged Shares, the Securities of Televisa, and as the case may be, of the New
Securities of Televisa, but it shall maintain the stock certificates of the same
deposited at Indeval.

12. Substitution of the Trustee. The Technical Committee, shall have at any
time, the authority to substitute the Trustee and, consequently, the right to
appoint one or more institutions which jointly or successively have the position
of alternate trustee.

The substitution of Trustee referred to above, under any circumstances shall
imply an amendment, neither to the purposes of the present Trust, nor to the
rights of the Settlors-Beneficiaries, nor to the legal or contractual
obligations which shall be satisfied with the goods and resources of the Trust
herein, nor to the capacities and responsibilities of the Trustee, or, in
general, any amendment done to the terms and provisions hereof which may
contravene the purpose of the present Trust, pursuant to the purposes set forth
in the present document.

Likewise, said substitution, may only be executed in favor of the banking
institutions duly authorized pursuant to the applicable legislation, in order to
perform the position of Trustee and which are legitimized to acquire the
ownership of the assets which conform the Patrimony.

13. Resignation of the Trustee. In the event that at any time during the
effectiveness of the present Trust, the Trustee had a reason to resign, this
shall be notified on writing to the Settlors-Beneficiaries and the Technical
Committee, specifying the reasons for such decision. The Technical Committee
shall, in a term no longer than 45 (forty five) Days as of the following day to
which it has received the aforementioned notice, make of the Trustee<180> s
knowledge, the institution or institutions which shall act as alternate trustee
or trustees, in order for the Trustee to deliver them the Patrimony of the
present Trust.

The Trustee shall remain acting as such and pursuant to the terms hereof until
an alternate trust institution has been appointed and has received the Patrimony
from the Trustee, once having accepted its appointment.

Any alternate trust institution shall have the same rights and obligations as
the Trustee hereunder, and shall be deemed as the "Trustee" in terms of the
present Agreement.


14. Trustee Secret. The Trustee hereby is obliged to keep the trust secret
pursuant to the applicable legislation.

Moreover, the Parties agree on keeping, during the effectiveness of the present
Agreement, under strict confidentiality, all the information and documentation
regarding the other Parties hereof, either having had knowledge of said
information, on writing or verbally, directly or indirectly, prior or following
the date hereof, unless for the public information or which by law or other
authority, must be published.

All the documentation and information to which the Parties have or have had
access, in respect with the other parties, as a result of the negotiations
relative to the acts provided hereby, shall be kept as confidential and
therefore it may not be neither published, nor used, nor transmitted, nor
applied in any way, unless prior consent and on writing, granted by the other
Parties or which publication be required by law and/or by ruling.


15. Tax Obligations and Expenses. Tax obligations which, as a consequence of
both the effectiveness and the Trust execution acts, be set or imposed by the
corresponding tax provisions, shall be complied by the Party to which the
accomplishment corresponds pursuant to the aforementioned legislation, which
shall certify such compliance before the Trustee every time it requests so.
Every other expenses arising from the compliance of the purposes hereof, shall
be paid by the Settlors-Beneficiaries according to the proportion represented by
each Unit on the Patrimony as well as jointly.


16. Remuneration of the Trustee. GTC is hereunder obliged to pay the Trustee,
the compensations which the Parties agree on the annex E hereof, without the
need of a prior notice or requirement on behalf of the Trustee.


17. Report of the Trustee. The Trustee shall inform to the Technical Committee,
on writing and on a monthly basis, the status of the Patrimony.


18. Effectiveness and Termination. The effectiveness of the present Trust shall
be of 20 (twenty) years, counted since the execution date hereof. This term may
only be modified by means of a written agreement by and among each and all of
the Settlors-Beneficiaries and shall be terminated by any of the motives
provided in article 392 of the General Law of Negotiable Instruments and Credit
Operations.

Notwithstanding the aforementioned, the Parties agree that with respect to each
one of the Settlors-Beneficiaries, the present Agreement shall be terminated
beforehand, at the time it be revoked and all the assets which conform the
respective Unit, be released.


19. Revocation. Whereas, the termination cause provided in article 392
subsection VI of the General Law of Negotiable Instruments and Credit
Operations, each one of the Settlors-Beneficiaries may request, without
limitation, the partial revocation of the present Trust, in respect with it and
its rights pursuant to the present Agreement, as well as the revert of the
assets ownership which conform the respective Unit pursuant to the provisions of
the present Trust, on the dates and proportions mentioned hereunder:

(a)       On the date in which the Conditions Precedent be fulfilled, the
          Settlor-Beneficiary C may request the Trustee the release and
          reversion of up to 2,006,637 GTC Certificates which conform Unit C and
          of which it is beneficiary under this Trust.

(b)       In that which occurs first of the following dates: (i) the first
          Business Day of July, 2005, or (ii) when a suggest made by the
          Settlor-Beneficiary C to Settlor-Beneficiary A in respect with a
          Consulting Matter, not be accepted, the first mentioned may request
          the Trustee the release of all the other assets which conform Unit C
          and of which it is beneficiary hereunder.

(c)       In that which occurs first of the following dates: (i) the one in
          which the Chamber of Deputies and the Senate, of the Federal Congress,
          approve an amendment to the Income Tax Law dismissing the exemption to
          the payment of said tax in the event that the alienation of shares
          through Bolsa Mexicana de Valores, S.A. de C.V.(stock market), or (ii)
          the first Business Day of July, 2005, or (iii) in the event a
          suggestion made by the Settlor-Beneficiary C to Settlor-Beneficiary A,
          regarding a Consulting Matter not be accepted, Settlor-Beneficiary C
          may request the Trustee the release of all the assets which conform
          Unit C and those of which it be beneficiary hereunder.

(d)       In that which occurs first of the following dates: (i) the first
          Business Day of July, 2005, or (ii) in the event a suggestion made by
          the Settlor-Beneficiary B to Settlor-Beneficiary A, regarding a
          Consulting Matter not be accepted, Settlor-Beneficiary B may request
          the Trustee the release of all the assets which conform Unit B and
          those of which it be beneficiary hereunder.

(e)       In that which occurs first of the following dates: (i) the first
          Business Day of July, 2009, or (ii) when the Trustee be requested by
          the Settlor-Beneficiary A, the release and reversion of the totality
          of the assets which conform Unit A, or (iii) in the event a suggestion
          made by the Settlor-Beneficiary B to Settlor-Beneficiary A, regarding
          a Consulting Matter not be accepted, Settlor-Beneficiary B may request
          the Trustee the release of all the assets which conform Unit B and
          those of which it be beneficiary hereunder.

(f)       Settlor-Beneficiary A may request the Trustee the release an reversion
          of the rest of the assets conforming Unit A and of which it be
          beneficiary hereunder, when one of the following events occur (i) the
          first Business Day of July 2005, or (ii) it being the only trustee
          under the present Trust.

(g)       Once the Conditions Precedent be fulfilled and prior to any of the
          dates mentioned above, in the event that two or more
          Settlors-Beneficiaries execute any settlement or covenant on writing,
          directly related with the rights and obligations thereof provided
          herein and which shall aggrieve the rights of the other
          Settlors-Beneficiaries, without having its prior consent. The event
          foreseen in the present subsection (g) shall quit being effective on
          July 1st, 2005.

(h)      In order to request and undertake the release and reversion of the
         assets conforming the Units pursuant to the provisions of subsections
         (a) to (g) above, the corresponding Settlor-Trustee shall carry out the
         request (the "Request"), by means of the delivery to the Trustee, as
         well as to at least one of the principal or alternate members of the
         Technical Committee appointed by each one of the
         Settlors-Beneficiaries, of the Request, on the dates provided on
         subsections (a) to (g) above. The number, class and/or series of the
         assets in respect to which the release and reversion be requested,
         shall be set forth on the Request. The Trustee shall have a term of 5
         (five) Days in order for said Trustee to transfer to the corresponding
         Settlor-Beneficiary the assets regarded on the respective Request, as
         long as the number of said assets does not exceed of the number
         foreseen for each one of the cases provided on subsections (a) to (f)
         above, in case that there be a limit. In the event that, said Request
         were done by a higher number of assets, the Trustee shall only release
         and transfer up to the number foreseen for each one of the years
         provided on prior subsections (a) to (g).

(i)       In the event that one or more of the Settlors-Beneficiaries did not
          present the Request within the term set forth on prior subsection (g),
          it shall have the right to present the corresponding Request to both
          the Trustee and the President of the Technical Committee, with at
          least 5 (five) Days of anticipation to the date in which the
          corresponding assets be pretended to be released and reverted.


20. Assignment. In addition to the provisions of clause 8 hereof, the Parties
agree that none of them may, neither assign nor transfer those rights and
obligations which, on its favor and respective position, are derived of the
present Agreement as well as of its Patrimony, unless said assignment of both
rights and obligations be executed in favor of an Affiliate, in which case the
aforesaid event shall be certified, in a legally unquestionable manner, with the
corresponding documentation, to both the non-assignor Parties and the Trustee,
prior to said assignment.

21. Written communications and Notices. Each and all of the written
communications and notices hereunder shall be done either on writing and
delivered to the Parties, return receipt requested, or by means of a certifying
public officer, in the domiciles mentioned below:



The Trustee and the                         The Settlor-Trustee B
           Settlor-Beneficiary A

Insurgentes Sur 1971                        Paseo de las Palmas 736
Anexo Nivel Jardin                          Anexo C
Col. Guadalupe Inn                          11000 Mexico, D.F.
01020 Mexico, D.F.                          Tel. 5625-4907
Tel. 5325-6000                              Attention: Jose Heredia Breton
Attention: Ricardo Antonio Rangel
                 Fernandez Mac Gregor


The Settlor-Trustee C                       Promotora Inbursa

Bosques de Duraznos no. 75, PH              Paseo de las Palmas 736
11700 Mexico, D.F.                          Anexo C
Tel. 22625983 and 22625957                  11000 Mexico, D.F.
Attention: Emilio Fragoso Garcia and/or     Tel. 5625-4907
                Marcela Arrieta Barraza     Attention: Jose Heredia Breton


                    EAJ and Televisa        The Investors

Av. Chapultepec No. 28 Piso 6               Paseo de los Tamarindos No. 400,
Colonia Doctores                            Torre B, Piso 25
06724 Mexico, D.F.                          Mexico, D.F. 05120
Tel: 5261-2452                              Tel. 5081-8950
Attention: Alfonso de Angoitia Noriega      Attention: Juan Pablo Andrade Frich
           and/or Juan Mijares Ortega


The Parties convene on notifying each other on writing, any change on their
respective domiciles, otherwise, every communication sent to the domicile
pointed latter shall become effective.


22. Applicable Legislation and Jurisdiction. The present Agreement is subject to
the laws of Mexico. For the solution of any controversy arising hereof, the
parties shall be submitted to the jurisdiction of the competent courts in
Mexico, Federal District, renouncing henceforward, to any other jurisdiction
which may be applicable due to their present or future domiciles, or due to any
other event.


23. Legal Prohibitions. In compliance with the provisions of article 106
subsection XIX, subparagraph b) of the Financial Institutions Law, the Trustee
certifies that it, undeniably explained the Settlor-Beneficiary, the content of
said provision, which literally provides:

ARTICLE 106.  It shall be prohibited to credit institutions:

I. to XVIII...

XIX. When entering into the operations referred to in Section XV of Article 46
of this Law:

a)...

b) To respond to the settlors, principals or agents, of any breach by the
debtors, for loans granted thereto, or on behalf of issuers, for securities
acquired, unless it is due to their fault, as set forth in the last paragraph of
article 391 of the General Law of Negotiable Instruments and Credit Operations,
or to guarantee obtaining certain returns in connection with funds, the
investment of which is requested therefrom.

If upon termination of the trust agreement, mandate or agency established to
grant loans, any such loans shall have not been repaid by the debtors, the
institution shall transfer them to the settlor or the beneficiary, as the case
may be, or to the representative or agent, without repaying any outstanding
amounts.

In any trust agreements, mandates or agencies, the provisions of this section
shall be inserted conspicuously as well as a representation from the institution
to the effect that it has, clearly and without doubt, made its meaning be known
to the persons from which it has received assets or rights for assignment in
trust."


24. Deposit of Resources. Each one of the Settlors-Beneficiaries gains knowledge
of and accepts that, in order for the delivery of contributions to the Trust
Patrimony to take place, as well as for any deposits of resources to join said
Patrimony, the Settlors-Beneficiaries, shall notify the Trustee in respect with
the execution of said contribution or deposit, not later than twelve o' clock of
the same Day in which the deposit be done.

In the event that the respective notification not be made, the Trustee shall not
be obliged to carry out the record and credit entry of the respective amounts of
the Trust Patrimony, but until the date in which the deposit or contribution be
notified, considering moreover, that the aforesaid deposit or contribution shall
not generate neither interest nor any proceeds but since the date in which the
Trustee become aware of it.


25. Operation by Electronic Means. Settlors-Beneficiaries hereinafter convene
that, the usage of electronic means, in connection with the operation of the
liquid resources which conform the Trust Patrimony, pursuant to both the
applicable legal provisions and the guidelines which, for those purposes, be
pointed by the Trustee, accepting from now on, any liability for using the
access password to such electronic means, provided by the Trustee.


The present Agreement is executed in six copies on Mexico City, Federal District
at twenty hours of March 23rd, 2004.


<TABLE>
Settlor-Beneficiary A                                     Settlor-Beneficiary B
---------------------                                     ---------------------


<S>                                                       <C>
Nacional Financiera, S.N.C., Institucion de Banca de      Banco Inbursa, S.A:, Institucion de Banca Multiple,
Desarrollo, Direccion Fiduciaria, in compliance with      Grupo Financiero Inbursa, Division Fiduciaria, in
the purposes of Trust No.80370.                           compliance with the purposes of trust No. F-0553.
By: Francisco Cabrera Urena                               By: Maria Guadalupe Terreros Barros
      Deputy Attorney                                            Deputy Trustee.


Settlor-Beneficiary C                                     The Trustee
---------------------                                     -----------


Banco Nacional de Mexico, S.A., Integrante del Grupo      Nacional Financiera, S.N.C., Institucion de Banca de
Financiero Banamex, Division Fiduciaria, in compliance    Desarrollo, Direccion Fiduciaria.
with the purposes of trust No. 14520-1                    By: Ricardo Antonio Rangel
By: Emilio Fragoso Garcia and                                   Fernandez Mac Gregor.
       Marcela Arrieta Barraza.                                 General Deputy Trustee
EAJ                                                       Promotora Inbursa


Emilio Fernando Azcarraga Jean                            Promotora Inbursa, S.A. de C.V.,
                                                          By: Jose Heredia Breton

The Investors                                             Televisa
-------------                                             --------



--------------------------------------------------------  -----------------------------------------------------
Maria Asuncion Aramburuzabala Larregui                    Grupo Televisa, S.A.
                                                          By: Emilio Azcarrraga Jean and
                                                                 Alfonso de Angoitia Noriega.

--------------------------------------------------------
Lucrecia Aramburuzabala Larregui de Fernandez



--------------------------------------------------------
Maria de las Nieves Fernandez Gonzalez



--------------------------------------------------------
Antonino Fernandez Rodriguez



--------------------------------------------------------
Carlos Fernandez Gonzalez, represented by Antonino
Fernandez Rodriguez
</TABLE>

<PAGE>


                                     Annex A
                                     -------

                          Copy of the GTC Resolutions.


<PAGE>


                                     Annex B
                                     -------

                       Copy of the Allocation Instruction.




<PAGE>


                                     Annex C
                                     -------

               Copy of the entry in the stock transfer book of GTC



<PAGE>


                                     Annex D
                                     -------

                       Members of the Technical Committee.

<TABLE>
             Name                    Series                         Domicile

<S>                               <C>                    <C>
       Emilio Fernando            Principal "A"          Av. Vasco de Quiroga No. 2000,
       Azcarraga Jean                                    Edificio "A", Piso 4
                                                         Colonia Santa Fe
                                                         01210 Mexico, D.F.

     Alfonso de Angoitia          Principal "A"          Av. Vasco de Quiroga No. 2000,
           Noriega                                       Edificio "A", Piso 4
                                                         Colonia Santa Fe
                                                         01210 Mexico, D.F.

        Bernardo Gomez            Principal "A"          Av. Vasco de Quiroga No. 2000,
           Martinez                                      Edificio "A", Piso 4
                                                         Colonia Santa Fe
                                                         01210 Mexico, D.F.

     Jose Heredia Breton          Principal "B"         Paseo de las Palmas 736,
                                                        Anexo C Colonia Lomas de
                                                        Chapultepec 11000 Mexico, D.F.

       Raul Zepeda Ruiz           Alternate "B"         Paseo de las Palmas 736,
                                                        Anexo C Colonia Lomas de
                                                        Chapultepec 11000 Mexico, D.F.

        Maria Asuncion            Principal "C"         Paseo de los Tamarindos No.
        Aramburuzabala                                  400 Torre B
           Larregui                                     Piso 25
                                                        Mexico, D.F. 05120

      Juan Pablo Andrade          Alternate "C"         Paseo de los Tamarindos No.
            Frich                                       400, Torre B
                                                        Piso 25
                                                        Mexico, D.F. 05120

</TABLE>

<PAGE>


                                     Annex E
                                     -------

                                 Trustee's Fees.

Trustee's Fees and Expenses. The Trustee shall receive for concept of fees with
charge to the Settlors the following amounts:

a)       For the acceptance of the position, the amount of $100,000.00 (ONE
         HUNDRED THOUSAND PESOS 00/100 LEGAL CURRENCY IN MEXICO) payable at the
         execution of the present Agreement.

b)       For the management of the Trust, the amount of $500,000.00 (FIVE
         HUNDRED THOUSAND PESOS 00/100 LEGAL CURRENCY IN MEXICO) per annum,
         payable by three-month-periods due, on the corresponding part, every
         March, June, September and December 23rd (Twenty Third) of every year
         (hereinafter, the "Due Date" or "Due Dates"), or on the following
         business day if this turned out to be a non-business day. The indicated
         amount shall increase annually pursuant to the increase on either the
         Current Market Price Index published by Banco de Mexico, (national
         bank) or other which substitutes the aforesaid index, for the same
         period.

The aforementioned amounts shall cause the corresponding Value Added Tax.

The Settlors herein authorize the Trustee to retain from the liquid resources of
the Trust Patrimony, the amount for the corresponding fee.

The parties convene that, in the event that there be no liquid resources on the
Trust Patrimony, the Settlors shall have a term no longer than three business
days after each Due Date, in order for them to cover directly the amounts
corresponding to fees pending to be paid to the Trustee.

</TEXT>
</DOCUMENT>
