AMENDED AND RESTATED JOINT FILING AGREEMENT

Exhibit 2.1

AMENDED AND RESTATED

JOINT FILING AGREEMENT

THIS AMENDED AND RESTATED JOINT FILING AGREEMENT (this “Agreement”) is made and entered into as of this 22nd day of February 2006, by and among Xxxxxxxx Xxxxxxxx Xxxxx, Xxxxxxxxx Xxxxxx xx Xxxxxxxx, Xxx Xxxxxxxxx Xxxxxxxx Kawage, Xxxxxx Xxxxxxxx Kawage, Xxxxx Xxxxxxxx Xxxxxx, Xxxxx Xxxxxx Xxxxxxx Xxxxxxxx Kawage, Xxxxxxx X. Xxxxxxxx Kawage, Xxxxxxxx Xxxxxxxx Kawage, Xxxxxxxx Xxxxxxxx Kawage, Xxxxxx Xxxxxxxx xx Xxxxx, Xxxxxxx Xxxxxxxx xx Xxxxxxxx, Xxxxxxx Xxxxxxxx xx Xxxxxxxxx and Xxxx Xxxxxxxx Xxxxx.

WITNESSETH:

WHEREAS, Xxxxxxxx Xxxxxxxx Xxxxx, Xxxxxxxxx Xxxxxx xx Xxxxxxxx, Xxx Xxxxxxxxx Xxxxxxxx Kawage, Xxxxxx Xxxxxxxx Kawage, Xxxxx Xxxxxxxx Xxxxxx, Xxxxx Xxxxxx Xxxxxxx Xxxxxxxx Kawage, Xxxxxxx X. Xxxxxxxx Kawage, Xxxxxx Xxxxxxxx xx Xxxxx, Xxxxxxx Xxxxxxxx xx Xxxxxxxx, Xxxxxxx Xxxxxxxx xx Xxxxxxxxx and Xxxx Xxxxxxxx Xxxxx, entered into a Joint Filing Agreement, dated as of January 9, 2004 (the “Existing Agreement”) and the parties hereto desire to amend and restate in its entirety the terms of the Existing Agreement;

NOW, THEREFORE, in consideration of the foregoing and of the mutual promises of the parties hereto, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree that the Existing Agreement is hereby amended and restated to read in its entirety as follows:

Each of the parties hereto hereby agrees to prepare jointly and file timely (or otherwise to deliver as appropriate) all filings on Schedule 13D or 13G relating to his or her ownership (direct or otherwise) of any securities of Empresas ICA, S.A. de C.V., a sociedad anonima de capital variable, and any and all amendments thereto and any other document relating thereto (collectively, the “Filings”) required to be filed by him or her pursuant to the United States Securities Exchange Act of 1934, as amended. Each party to this Agreement further agrees and covenants to the other parties that he or she will fully cooperate with such other parties in the preparation and timely filing (and other delivery) of such Filings.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth above.

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Xxxxxxxx Xxxxxxxx Xxxxx	* By:/s/ Xxxxxx Xxxx Xxxxx
*	Xxxxxx Xxxx Xxxxx
Xxxxxxxxx Xxxxxx xx Xxxxxxxx	Attorney-in-Fact
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Xxx Xxxxxxxxx Xxxxxxxx Kawage
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Xxxxxx Xxxxxxxx Kawage
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Xxxxx Xxxxxxxx Kawage
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Xxxxx Xxxxxx Xxxxxxx Xxxxxxxx Kawage
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Xxxxxxx X. Xxxxxxxx Kawage
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Xxxxxxxx Xxxxxxxx Kawage
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Xxxxxxxx Xxxxxxxx Kawage
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Xxxxxx Xxxxxxxx xx Xxxxx
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Xxxxxxx Xxxxxxxx xx Xxxxxxxx
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Xxxxxxx Xxxxxxxx xx Xxxxxxxxx
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Xxxx Xxxxxxxx Xxxxx

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