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WRITTEN CONSENT <br /> OF THE SOLE SHAREHOLDER <br /> OF <br /> SOUTHDOWN, INC. <br /> The undersigned,being the sole shareholder of Southdown,Inc.,a Louisiana corporation (the <br /> "Company"), and being entitled to vote upon the resolutions attached hereto as Annex A (the <br /> "Resolutions") as if the same had been submitted at a formal meeting of the shareholders of the <br /> Company duly called and held for the purpose of acting upon the Resolutions, do hereby consent, <br /> in accordance with Section 76 of the Business Corporation Law of the State of Louisiana, that the <br /> Resolutions are deemed to be adopted to the same extent and to have the same force and effect as <br /> if adopted by unanimous vote at a formal meeting of the shareholders of the Company duly called <br /> and held for the purpose of acting upon proposals to adopt the Resolutions. <br /> IN WITNESS WHEREOF, the undersigned has duly executed this Written Consent to be <br /> effective as of the_day of February,2001. <br /> CENA HOLDING INC. <br /> By: >�q/91a4v--� <br /> Name: Ju,A- Stmtz f, <br /> Title: CEO <br /> Being the sole shareholder of Southdown, Inc., a <br /> Louisiana corporation <br /> -1- <br /> SY MOMB\078410N00A001 <br /> HOUSTON\WRITfEN CONSENT-SOLE SHAREHOLDER-NAME CHANGE TO CEMEX.DOC <br /> 2/23101-10:22 AM <br /> it <br />