0001193805-11-000983 Sample Contracts

AMENDMENT NO. 2 TO DEPOSIT AGREEMENT
Deposit Agreement • May 19th, 2011 • JPMorgan Chase Bank, N.A. - ADR Depositary • New York

AMENDMENT NO. 2 dated as of May , 2011 (the "Amendment") to the Deposit Agreement dated as of June 1, 1992 (as previously amended as of March 31, 1997, the "Deposit Agreement"), among Kimberly Clark de Mexico, S.A.B. de C.V., a corporation organized under the laws of the United Mexican States (the "Company"), JPMorgan Chase Bank, N.A. (fka Morgan Guaranty Trust Company of New York), as depositary (the "Depositary"), and all holders from time to time of American Depositary Receipts ("Receipts") issued thereunder.

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