EXHIBIT 99.3
Amendment dated September 19, 2002 to the Irrevocable Trust Agreement, dated
December 14, 2001 by and among ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇,
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ Capital Bank, S.A., Institucion de Banca Multiple, GE
Grupo Financiero, as Trustee, and Citibank, N.A.
As a result of this amendment, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ now have each the sole power to vote or direct the
vote of the 9,153,000 ADSs and 574,150 Series A Shares of Grupo TMM that were
transferred to the irrevocable trust that each individually beneficially owns.
