<SEQUENCE>2

<FILENAME>durangopsaaugust.txt

<DESCRIPTION>DURANGO PLAN SUPPORT AGREEMENT

<TEXT>









                           PLAN SUPPORT AGREEMENT



       Agreement (together with the Exhibits and Schedules hereto,this

    "Agreement"),dated as of August 13, 2004, by and among Corporacion

    Durango, S.A. de C.V. ("Corporacion Durango", or the "Company"),

    the Note Guarantors listed on Schedule 2 hereto (collectively, the

    "Note Guarantors"), certain subsidiaries of the Company listed on

    Schedule 3 hereto that hold claims against the Company (collectively,

    the "Intercompany Creditors"), the individual signatories listed on

    Schedule 4 hereto, each in his or her capacity as a creditor and/or

    shareholder of the Company, as the case may be (collectively, the

    "Individual Signatories"), Banco Nacional de Mexico, S.A., Integrante

    del Grupo Financiero Banamex, Bank of America, N.A., JPMorgan Chase

    Bank, California Commerce Bank, and Banc of America Securities LLC

    (collectively, the "Bank Lenders"), and the holders of the Company's

    (i) 13 1/8% Senior Notes due 2006; (ii) 13 1/2% Senior Notes due 2008;

    (iii) 12 5/8% Senior Notes due 2003; and/or (iv) 13 3/4% Senior Notes

    due 2009 (collectively, the "Existing Notes") who have executed this

    Agreement on the signature pages hereto (collectively, the "Initial

    Signatory Noteholders"), and other holders of Existing Notes who from

    time to time become bound by this Agreement (collectively, together

    with the Initial Signatory Noteholders, the "Noteholders" and,

    together with the Bank Lenders, the Intercompany Creditors and the

    Individual Signatories, the "Supporting Creditors"). Corporacion

    Durango's obligations to each of the Bank Lenders are referred to

    herein collectively as the "Existing Bank Debt." Corporacion Durango,

    the Note Guarantors, the Bank Lenders, the Intercompany Creditors and

    the Noteholders are referred to herein collectively as the "Parties."



       WHEREAS, on April 30, 2004, the Parties entered into that certain

    agreement (the "Initial Plan Support Agreement") to support a financial

    restructuring of the Company's unsecured indebtedness upon the terms

    set forth in the term sheet (the "Initial Term Sheet") attached to

    such agreement; and



       WHEREAS, the Initial Plan Support Agreement has been terminated; \and



       WHEREAS, on May 18, 2004, the Company initiated a voluntary insolvency

    proceeding (the "Concurso Proceeding") under Mexico's Ley de Concurso

    Mercantiles (the "Mexican Business Reorganization Act") with the Federal

    District Court of Durango (the "Durango District Court"), and on

    May 21, 2004, commenced an ancillary case (the "304 Case") under section

    304 of title 11 of the United States Code (the "Bankruptcy Code") with

    the United States Bankruptcy Court for the Southern District of New York

    (the "Bankruptcy Court"); and



       WHEREAS, on June 30, 2004, the Bankruptcy Court entered, as to the Bank

    Lenders and Noteholders, a consensual preliminary injunction (the

    "Preliminary Injunction") enjoining the commencement or continuation

    of any action against the Company and certain subsidiaries of the

    Company,as well as their assets, which Preliminary Injunction is set

    to expire at midnight on August 16, 2004, unless further extended by

    order of the Bankruptcy Court;



       WHEREAS, the Parties have agreed to a revised restructuring proposal,

    as set forth more fully in the Term Sheet attached hereto as Exhibit A

    (the "Term Sheet") which provides for a restructuring of the Company's

    capital structure (the "Restructuring"); and



       WHEREAS, the Term Sheet provides that the Parties will implement the

    Restructuring through the prosecution and confirmation of a plan of

    reorganization under the Mexican Business Reorganization Act on terms

    substantially similar to those set forth in the Term Sheet

    (the "Plan") so long as the Company obtains the votes necessary under

    the Mexican Business Reorganization Act to confirm the Plan.



       NOW, THEREFORE, in consideration of the premises and mutual covenants

    and agreements set forth herein, and for other good and valuable

    consideration, the receipt and sufficiency of which are hereby

    acknowledged,each of the Parties hereby agrees as follows:



       1. Initial Signatories.  It shall be a condition to the effectiveness

    of this Agreement that each of the Initial Signatory Noteholders,

    each Bank Lender, the Company, the Note Guarantors, the

    Intercompany Creditors and the Individual Signatories shall have

    entered into this Agreement.



       2. Definitions.  Capitalized terms used but not defined herein shall

    have the meanings ascribed to such terms in the Term Sheet.



       3. Pursue Restructuring.  Upon an entry of declaration of concurso

    by the Durango District Court in the Concurso Proceeding, the

    Company will use commercially reasonable efforts to implement

    the Restructuring in the Concurso Proceeding, including without

    limitation:



       (a) supporting applications by the ad hoc committee of Existing

    Notes (the "Ad Hoc Bondholders Committee") and the Bank Lenders,

    acting through their respective counsel, to appoint one

    conservator for each of the Ad Hoc Bondholders Committee and

    the Bank Lenders, respectively, pursuant to Article 63 of the

    Mexican Business Reorganization Act with the powers set forth

    in Article 64 of the Mexican Business Reorganization Act,

    including the right to be heard in the Concurso Proceeding;



       (b) on or before fourteen (14) days prior to the deadline for

    creditors to file proofs of claim in the Concurso Proceeding,

    delivering to the Indenture Trustee for further dissemination

    to the holders of Existing Notes, an English language

    explanation containing: (i) a description of the concurso

    mercantil process under the Mexican Business Reorganization

    Act and of the Concurso Proceeding; (ii) the procedure

    for filing proofs of claim in the Concurso Proceeding,

    including a discussion of the powers of attorney and other

    documentation required under the Mexican Business Reorganization

    Act or in the Concurso Proceeding in connection with the filing

    of proofs of claim; and (iii) information on how holders of

    Existing Notes may contact either the Indenture Trustee or

    counsel to the Ad Hoc Bondholders Committee for further

    information regarding how to file proofs of claim;



       (c) (i) supporting and not objecting to (x) the Indenture Trustee

    (as defined herein) (or any other lawfully authorized

    representative who would be recognized in the Concurso

    Proceeding as such, collectively, the "Authorized Representative"),

    on behalf of all holders of Existing

    Notes, and (y) any holder of Existing Notes or any Bank Lender

    who executes this Agreement, becoming recognized creditors (as

    such term is contemplated under the Mexican Business

    Reorganization Act) in the Concurso Proceeding; and (ii)

    cooperating with any reasonable requests of the Authorized

    Representative for ordersin the 304 Case for procedures to

    facilitate (x) the filing of proofs of claim by the Authorized

    Representative on behalf of holders of Existing Notes (other

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