Exhibit 4.1

     

    June 17,
1993

     

    YPF
SOCIEDAD ANONIMA

     

    AND

     

    THE BANK
OF NEW YORK

     

    As
Depositary

     

    AND

     

    OWNERS OF
AMERICAN DEPOSITARY RECEIPTS

     

    Deposit
Agreement

     

    Dated as
of  June 17, 1993

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      TABLE OF CONTENTS

      
        
          

        

      

       

      
        	 	
                Page

              
	
                Parties

              	
                1

              
	
                Recitals

              	
                1

              
	 	 
	
                ARTICLE
      1

              
	
                Definitions

              
	 	 
	
                Section
      1.01.  American
      Depositary Shares

              	
                1

              
	
                Section
      1.02.  Commission

              	
                1

              
	
                Section
      1.03.  Company

              	
                2

              
	
                Section
      1.04.  Custodian

              	
                2

              
	
                Section
      1.05.  Deposit
      Agreement

              	
                2

              
	
                Section
      1.06.  Depositary;
      Corporate Trust Office

              	
                2

              
	
                Section
      1.07.  Deposited
      Securities

              	
                2

              
	
                Section
      1.08.  Dollars;
      Pesos

              	
                2

              
	
                Section
      1.09.  Foreign
      Registrar

              	
                2

              
	
                Section
      1.10.  Owner

              	
                2

              
	
                Section
      1.11.  Receipts

              	
                2

              
	
                Section
      1.12.  Registrar

              	
                3

              
	
                Section
      1.13.  Restricted
      Securities

              	
                3

              
	
                Section
      1.14.  Securities Act of
      1933

              	
                3

              
	
                Section
      1.15.  Shares

              	
                3

              
	 	 
	
                ARTICLE
      2

              
	
                Form
      of Receipts, Deposit of Shares, Execution and Delivery, Transfer and
      Surrender of Receipts

              
	 	 
	
                Section
      2.01.  Form
      and Transferability of
      Receipts

              	
                3

              
	
                Section
      2.02.  Deposit
      of Shares

              	
                4

              
	
                Section
      2.03.  Execution and
      Delivery of Receipts

              	
                5

              
	
                Section
      2.04.  Transfer of
      Receipts; Combination and Split-up of Receipts

              	
                6

              
	
                Section
      2.05.  Surrender of
      Receipts and Withdrawal of Shares

              	
                6

              
	
                Section
      2.06.  Limitations on
      Execution and Delivery, Transfer and Surrender of
      Receipts

              	
                8

              
	
                Section
      2.07.  Lost
      Receipts, etc

              	
                8

              
	
                Section
      2.08.  Cancellation and
      Destruction of Surrendered Receipts

              	
                9

              
	
                Section
      2.09.  Pre-Release of
      Receipts

              	
                9

              
	
                Section
      2.10.  Maintenance of
      Records

              	
                9

              
	 	 
	
                ARTICLE
      3

              
	
                Certain
      Obligations of Owners of Receipts

              
	 	 
	
                Section
      3.01.  Filing
      Proofs, Certificates and Other Information

              	
                10

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                Section
      3.02.  Liability of
      Owner for Taxes

              	
                10

              
	
                Section
      3.03.  Warranties on
      Deposit of Shares

              	
                10

              
	
                Section
      3.04.  Disclosure of
      Interests

              	
                11

              
	 	 
	
                ARTICLE
      4

              
	
                The
      Deposited Securities

              
	 	 
	
                Section
      4.01.  Cash
      Distributions

              	
                11

              
	
                Section
      4.02.  Distributions
      Other Than Cash, Shares or Rights

              	
                11

              
	
                Section
      4.03.  Distributions in
      Shares

              	
                12

              
	
                Section
      4.04.  Rights

              	
                13

              
	
                Section
      4.05.  Conversion of
      Foreign Currency

              	
                14

              
	
                Section
      4.06.  Fixing
      of Record Date

              	
                15

              
	
                Section
      4.07.  Voting
      of Deposited Securities

              	
                16

              
	
                Section
      4.08.  Changes
      Affecting Deposited  Securities

              	
                17

              
	
                Section
      4.09.  Reports

              	
                17

              
	
                Section
      4.10.  Lists
      of Owners

              	
                17

              
	
                Section
      4.11.  Withholding

              	
                18

              
	 	 
	
                ARTICLE
      5

              
	
                The
      Depositary, The Custodians and the Company

              
	 	 
	
                Section
      5.01.  Maintenance of
      Office and Transfer Books by the Depositary

              	
                18

              
	
                Section
      5.02.  Prevention or
      Delay in Performance by the Depositary or the
    Company

              	
                19

              
	
                Section
      5.03.  Obligations of
      the Depositary, the Custodian and the Company

              	
                20

              
	
                Section
      5.04.  Resignation and
      Removal of the  Depositary: Appointment of Successor
      Depositary

              	
                20

              
	
                Section
      5.05.  The
      Custodians

              	
                21

              
	
                Section
      5.06.  Notices
      and Reports

              	
                22

              
	
                Section
      5.07.  Distribution of
      Additional Shares, Rights, etc

              	
                22

              
	
                Section
      5.08.  Indemnification

              	
                23

              
	
                Section
      5.09.  Charges
      of Depositary

              	
                24

              
	
                Section
      5.10.  Retention of
      Depositary Documents

              	
                25

              
	
                Section
      5.11.  List of
      Restricted Securities Owners

              	
                25

              
	
                Section
      5.12.  Dividend
      Reinvestment Plan

              	
                25

              
	 	 
	
                ARTICLE
      6

              
	
                Amendment
      and Termination

              
	 	 
	
                Section
      6.01.  Amendment

              	
                26

              
	
                Section
      6.02.  Termination

              	
                26

              


         

        
          
            
            

          

          
            ii

            
              

            

          

          
            
            

          

        

         

        	
                ARTICLE
      7

              
	
                Miscellaneous

              
	 	 
	
                Section
      7.01.  Counterparts

              	
                27

              
	
                Section
      7.02.  No
      Third Party Beneficiaries

              	
                27

              
	
                Section
      7.03.  Severability

              	
                27

              
	
                Section
      7.04.  Holders
      and Owners as Parties; Binding Effect

              	
                27

              
	
                Section
      7.05.  Notices

              	
                28

              
	
                Section
      7.06.  Governing
      Law

              	
                28

              
	
                Section
      7.07.  Compliance with
      U.S. Securities Laws

              	
                28

              
	 	 
	
                Testimonium

              	
                28

              
	
                Signatures

              	
                29

              
	
                Exhibit
      A

              	 
	
                   Form
      of Receipt

              	 
	 	 


      

       

      
        
          
          

        

        
          iii

          
            

          

        

        
          
          

        

      

    

    


    
      DEPOSIT
AGREEMENT

       

      DEPOSIT
AGREEMENT dated as of June 17, 1993 among YPF SOCIEDAD ANONIMA, a company
incorporated under the laws of the Republic of Argentina (herein called the
“Company”), THE BANK OF
NEW YORK, a New York banking corporation (herein called the “Depositary”), and all Owners
from time to time of American Depositary Receipts issued hereunder.

       

      WITNESSETH:

       

      WHEREAS,
the Company desires to provide, as hereinafter set forth in this Deposit
Agreement, for the deposit of Shares (as hereinafter defined) of the Company
from time to time with the Depositary or with the Custodian (as hereinafter
defined) as agent of the Depositary for the purposes set forth in this Deposit
Agreement, for the creation of American Depositary Shares representing the
Shares so deposited and for the execution and delivery of American Depositary
Receipts evidencing the American Depositary Shares; and

       

      WHEREAS,
the American Depositary Receipts are to be substantially in the form of Exhibit
A annexed hereto, with appropriate insertions, modifications and omissions, as
hereinafter provided in this Deposit Agreement;

       

      NOW,
THEREFORE, in consideration of the premises, it is agreed by and between the
parties hereto as follows:

       

      ARTICLE
1

      DEFINITIONS

       

      The
following definitions shall for all purposes, unless otherwise clearly
indicated, apply to the respective terms used in this Deposit
Agreement:

       

      Section
1.01.  American
Depositary Shares.  The term “American Depositary Shares”
shall mean the securities representing the interests in the Deposited Securities
and evidenced by the Receipts issued hereunder. Each American Depositary Share
shall represent 1 Share, until there shall occur a distribution upon Deposited
Securities covered by ‎Section
4.03 or a change in Deposited Securities covered by ‎Section
4.08 with respect to which additional Receipts are not executed and delivered,
and thereafter American Depositary Shares shall evidence the amount of Shares or
Deposited Securities specified in such Sections.

       

      Section
1.02.  Commission.  The
term “Commission” shall
mean the Securities and Exchange Commission of the United States or any
successor governmental agency in the United States.

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

       

      Section
1.03.  Company.  The
term “Company” shall
mean YPF Sociedad Anónima, incorporated under the laws of the Republic of
Argentina, and its successors.

       

      Section
1.04.  Custodian.  The
term “Custodian” shall
mean the Buenos Aires office of The Bank of New York, S.A. as agent of the
Depositary for the purposes of this Deposit Agreement, and any other firm or
corporation which may hereafter be appointed by the Depositary pursuant to the
terms of ‎Section
5.05, as substitute or additional custodian or custodians hereunder, as the
context shall require and shall also mean all of them collectively.

       

      Section
1.05.  Deposit
Agreement.  The term “Deposit Agreement” shall mean
this Agreement, as the same may be amended from time to time in accordance with
the provisions hereof.

       

      Section
1.06.  Depositary;
Corporate Trust Office.  The term “Depositary” shall mean The
Bank of New York, a New York banking corporation, and any successor as
depositary hereunder. The term “Corporate Trust Office”, when
used with respect to the Depositary, shall mean the office of the Depositary
which at the date of this Agreement is 101 Barclay Street, New York, New York
10286.

       

      Section
1.07.  Deposited
Securities.  The term “Deposited Securities” as of
any time shall mean Shares at such time deposited or deemed to be deposited
under this Deposit Agreement and any and all other securities, property and cash
received by the Depositary or the Custodian in respect thereof and at such time
held hereunder.

       

      Section
1.08.  Dollars;
Pesos.  The term “Dollars” shall mean United
States dollars. The term “Pesos” shall mean Argentine
Pesos.

       

      Section
1.09.  Foreign
Registrar.  The term “Foreign Registrar” shall mean
Caja de Valores S.A., a company organized under the laws of the Republic of
Argentina (“Caja de
Valores”), which presently carries out the duties of registrar for the
Shares, or any successor as registrar for the Shares and any other appointed
agent of the Company for the transfer and registration of Shares.

       

      Section
1.10.  Owner.  The
term “Owner” shall mean
the person in whose name a Receipt is registered on the books of the Depositary
maintained for such purpose.

       

      Section
1.11.  Receipts.  The
term “Receipts” shall
mean the American Depositary Receipts issued hereunder evidencing American
Depositary Shares as the same may be amended from time to time in accordance
with the provisions hereof.

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

         

      

      Section
1.12.  Registrar.  The
term “Registrar” shall
mean the Depositary or any bank or trust company having an office in the Borough
of Manhattan, The City of New York, which shall be appointed to register
Receipts and transfers of Receipts as herein provided and shall include any
co-registrar appointed by the Depositary after consultation with the
Company.

       

      Section
1.13.  Restricted
Securities.  The term “Restricted Securities” shall
mean Shares, or Receipts representing such Shares, which are restricted
securities (as defined in Rule 144 under the Securities Act of 1933), or which
are held by an officer, director (or persons performing similar functions) or
other affiliate of the Company (as defined in Rule 144 under the Securities Act
of 1933), or which would require registration under the Securities Act of 1933
in connection with the offer and sale thereof in the United States and are not
so registered or which are subject to other restrictions on sale or deposit
under the laws of the United States or the Republic of Argentina, or under a
shareholder agreement or the by-laws of the Company.

       

      Section
1.14.  Securities
Act of 1933.  The term “Securities Act of 1933” shall
mean the United States Securities Act of 1933, as from time to time
amended.

       

      Section
1.15.  Shares.  The
term “Shares” shall mean
Class D Shares of the Company, par value 10 Pesos each (or evidence of rights to
receive the same), heretofore validly issued and outstanding and fully paid,
nonassessable and free of any pre-emptive rights of the holders of outstanding
Shares or hereafter validly issued and outstanding and fully paid, nonassessable
and free of any pre-emptive rights of the holders of outstanding
Shares.

       

      ARTICLE
2

      FORM OF
RECEIPTS, DEPOSIT OF SHARES, EXECUTION AND DELIVERY, TRANSFER 

      AND
SURRENDER OF RECEIPTS

       

      Section
2.01.  Form and
Transferability of
Receipts.  Definitive Receipts shall be substantially in the
form set forth in Exhibit A annexed to this Deposit Agreement, with appropriate
insertions, modifications and omissions, as hereinafter provided. No Receipt
shall be entitled to any benefits under this Deposit Agreement or be valid or
obligatory for any purpose, unless such Receipt shall have been executed by the
Depositary by the manual signature of a duly authorized signatory of the
Depositary; provided,
however, that such
signature may be a facsimile if a Registrar for the Receipts shall have been
appointed and such Receipts are countersigned by the manual signature of a duly
authorized officer of the Registrar. The Depositary shall maintain books on
which each Receipt so executed and delivered as hereinafter provided and the
transfer of each such Receipt shall be registered. Receipts bearing the manual
or facsimile 

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      signature
of a duly authorized signatory of the Depositary who was at any time a proper
signatory of the Depositary shall bind the Depositary, notwithstanding that such
signatory has ceased to hold such office prior to the execution and delivery of
such Receipts by the Registrar or did not hold such office on the date of
issuance of such Receipts.

       

      The
Receipts shall be endorsed with or have incorporated in the text thereof such
legends or recitals or modifications not inconsistent with the provisions of
this Deposit Agreement as may be required by the Depositary, with the prior
consent of the Company, or by the Company to comply with any applicable law or
regulations thereunder or with the rules and regulations of any securities
exchange or market upon which American Depositary Shares may be listed or traded
or to conform with any usage with respect thereto, or to indicate any special
limitations or restrictions to which any particular Receipts are subject by
reason of the date of issuance of the underlying Deposited Securities or
otherwise.

       

      Title to a
Receipt (and to the American Depositary Shares evidenced thereby), when properly
endorsed or accompanied by proper instruments of transfer, shall be transferable
by delivery with the same effect as in the case of a negotiable instrument
governed by New York law; provided, however, that the Company and
the Depositary, notwithstanding any notice to the contrary, may treat the Owner
thereof as the absolute owner thereof for the purpose of determining the person
entitled to distribution of dividends or other distributions or to any notice
provided for in this Deposit Agreement and for all other purposes and neither
the Depositary nor the Company shall have any obligation or be subject to any
liability under this Deposit Agreement to any holder of a Receipt unless such
holder is the Owner thereof.

       

      Section
2.02.  Deposit of
Shares.  Subject to the terms and conditions of this Deposit
Agreement, Shares or evidence of rights to receive Shares may be deposited (i)
by delivery of certificates evidencing such Shares to the Custodian, accompanied
by an appropriate instrument or instruments of transfer, or endorsement, in form
satisfactory to the Custodian, (ii) through electronic transfer of such Shares
to the account maintained by the Custodian at the Foreign Registrar for such
purpose, or (iii) delivery to the Custodian of evidence satisfactory to the
Custodian that irrevocable instructions have been given to cause such Shares to
be transferred to such account, in all such cases, accompanied by delivery to
the Custodian of a written order from or on behalf of the Company or other
person making the deposit directing the Depositary to execute and deliver to the
person or persons stated in such order a Receipt or Receipts, or to make
adjustments to its records, in order to reflect the number of American
Depositary Shares representing the Shares so deposited.

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

         

      

      No Share
shall be accepted for deposit until such Share is entitled to the same rights,
including with respect to dividends or other distributions, as Shares
constituting Deposited Securities.

       

      No Share
shall be accepted for deposit unless accompanied by evidence satisfactory to the
Depositary that all conditions to such deposit have been satisfied by the person
depositing such Shares under Argentine laws and regulations and any necessary
approval has been granted by any governmental body in the Republic of Argentina
which is then performing the function of the regulation of currency exchange. If
required by the Depositary, Shares presented for deposit at any time, whether or
not the transfer books of the Company or the Foreign Registrar, if applicable,
are closed, shall also be accompanied by an agreement or assignment, or other
instrument satisfactory to the Depositary, which will provide for the prompt
transfer to the Custodian of any dividend, or right to subscribe for additional
Shares or to receive other property which any person in whose name the Shares
are or have been recorded may thereafter receive upon or in respect of such
deposited Shares, or in lieu thereof, such agreement of indemnity or other
agreement as shall be satisfactory to the Depositary.

       

      At the
request and risk and expense of any person proposing to deposit Shares, and for
the account of such person, the Depositary may receive certificates for Shares
to be deposited, together with the other instruments herein specified, for the
purpose of forwarding such Share certificates to the Custodian for deposit
hereunder.

       

      Upon each
delivery to a Custodian of a certificate or certificates for Shares to be
deposited hereunder, together with the other documents above specified, such
Custodian shall, as soon as transfer and recordation can be accomplished,
present such certificate or certificates to the Company or the Foreign
Registrar, if applicable, for transfer and recordation of the Shares being
deposited in the name of the Depositary or its nominee or such Custodian or its
nominee.

       

      The
deposited Shares and all other Deposited Securities shall be registered in the
name of the Custodian or its nominee, unless otherwise agreed by the Company and
the Depositary.

       

      Section
2.03.  Execution and
Delivery of Receipts.  Upon receipt by the Custodian of any
deposit pursuant to ‎Section
2.02 hereunder (and, in addition, if the transfer books of the Company or the
Foreign Registrar, if applicable, are open, the Depositary may in its sole
discretion require a proper acknowledgment or other evidence from the Company
satisfactory to the Depositary that any Deposited Securities have been recorded
upon the books of the Company or the Foreign Registrar, if applicable, in the
name of the Depositary or its nominee or such Custodian or its nominee),
together with the other documents required as 

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      above
specified, such Custodian shall notify the Depositary of such deposit and the
person or persons to whom or upon whose written order a Receipt or Receipts are
deliverable in respect thereof and the number of American Depositary Shares to
be evidenced thereby. Such notification shall be made by letter or, at the
request, risk and expense of the person making the deposit, by cable, telex or
facsimile transmission. Upon receiving such notice from such Custodian, or upon
the receipt of Shares by the Depositary, the Depositary, subject to the terms
and conditions of this Deposit Agreement, shall execute and deliver at its
Corporate Trust Office, to or upon the order of the person or persons entitled
thereto, a Receipt or Receipts, registered in the name or names and evidencing
any authorized number of American Depositary Shares requested by such person or
persons, but only upon payment to the Depositary of the fees of the Depositary
for the execution and delivery of such Receipt or Receipts as provided in ‎Section
5.09, and of all taxes and governmental charges and fees payable in connection
with such deposit and the transfer of the Deposited Securities.

       

      Section
2.04.  Transfer of
Receipts; Combination and Split-up of Receipts.  The
Depositary, subject to the terms and conditions of this Deposit Agreement, shall
register transfers of Receipts on its transfer books from time to time, upon any
surrender of a Receipt, by the Owner in person or by a duly authorized attorney,
properly endorsed or accompanied by proper instruments of transfer, and duly
stamped as may be required by the laws of the State of New York and of the
United States of America. Thereupon the Depositary shall execute a new Receipt
or Receipts and deliver the same to or upon the order of the person entitled
thereto.

       

      The
Depositary, subject to the terms and conditions of this Deposit Agreement, shall
upon surrender of a Receipt or Receipts for the purpose of effecting a split-up
or combination of such Receipt or Receipts, execute and deliver a new Receipt or
Receipts for any authorized number of American Depositary Shares requested,
evidencing the same aggregate number of American Depositary Shares as the
Receipt or Receipts surrendered.

       

      The
Depositary may appoint one or more co-transfer agents for the purpose of
effecting transfers, combinations and split-ups of Receipts at designated
transfer offices on behalf of the Depositary. Each co-transfer agent appointed
under this ‎Section
2.04 shall give notice in writing to the Company and the Depositary accepting
such appointment and agreeing to be bound by the applicable terms of this
Deposit Agreement. In carrying out its functions, a co-transfer agent may
require evidence of authority and compliance with applicable laws and other
requirements by Owners or persons entitled to Receipts and will be entitled to
protection and indemnity to the same extent as the Depositary.

       

      Section
2.05.  Surrender of
Receipts and Withdrawal of Shares.  Upon surrender at the
Corporate Trust Office of the Depositary of a Receipt for the 

       

      
        
          
          

        

        
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      purpose of
withdrawal of the Deposited Securities represented by the American Depositary
Shares evidenced by such Receipt, and upon payment of the fee of the Depositary
for the surrender of Receipts as provided in ‎Section
5.09 and payment of all taxes and governmental charges payable in connection
with such surrender and withdrawal of the Deposited Securities, and subject to
the terms and conditions of this Deposit Agreement, the Owner of such Receipt
shall be entitled to delivery, to him or upon his order, of the amount of
Deposited Securities at the time represented by the American Depositary Shares
evidenced by such Receipt. Delivery of such Deposited Securities may be made by
the physical or electronic delivery of Article 2 certificates in the name of
such Owner or as ordered by him or certificates properly endorsed or accompanied
by proper instruments of transfer to such Owner or as ordered by him and Article
3 any other securities, property and cash to which such Owner is then entitled
in respect of such Receipts to such Owner or as ordered by him. Such delivery
shall be made, as hereinafter provided, without unreasonable delay.

       

      A Receipt
surrendered under this ‎Section
2.05 for such purposes may be required by the Depositary to be properly endorsed
in blank or accompanied by proper instruments of transfer in blank, and if the
Depositary so requires, the Owner thereof shall execute and deliver to the
Depositary a written order directing the Depositary to cause the Deposited
Securities being withdrawn to be delivered to or upon the written order of a
person or persons designated in such order. Thereupon the Depositary shall
direct the Custodian to deliver at the Buenos Aires office of such Custodian,
subject to Sections ‎2.06,
‎3.01
and ‎3.02
and to the other terms and conditions of this Deposit Agreement, to or upon the
written order of the person or persons designated in the order delivered to the
Depositary as above provided, the amount of Deposited Securities represented by
the American Depositary Shares evidenced by such Receipt or evidence of the
electronic transfer to or for the account of such person of the Deposited
Securities to an account at the Foreign Registrar, except that the Depositary
may make delivery to such person or persons at the Corporate Trust Office of the
Depositary of any dividends or distributions with respect to the Deposited
Securities represented by the American Depositary Shares evidenced by such
Receipt, or of any proceeds of sale of any dividends, distributions or rights,
which may at the time be held by the Depositary.

       

      At the
request, risk and expense of any Owner so surrendering a Receipt, and for the
account of such Owner, the Depositary shall direct the Custodian to forward any
cash or other property (other than rights) comprising, and forward a certificate
or certificates and other proper documents of title for, the Deposited
Securities represented by the American Depositary Shares evidenced by such
Receipt to the Depositary for delivery at the Corporate Trust Office of the
Depositary. Such direction shall be given by letter or, at the request, risk and
expense of such Owner, by cable, telex or facsimile transmission.

       

      
        
          
          

        

        
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      Section
2.06.  Limitations
on Execution and Delivery, Transfer and Surrender of
Receipts.  As a condition precedent to the execution and
delivery, registration of transfer, split-up, combination or surrender of any
Receipt or withdrawal of any Deposited Securities, the Depositary, Custodian or
Registrar may require payment from the depositor of Shares or the presenter of
the Receipt of a sum sufficient to reimburse it for any tax or other
governmental charge and any stock transfer or registration fee with respect
thereto (including any such tax or charge and fee with respect to Shares being
deposited or withdrawn) and payment of any applicable fees as herein provided,
may require the production of proof satisfactory to it as to the identity and
genuineness of any signature and may also require compliance with any
regulations the Depositary may establish consistent with the provisions of this
Deposit Agreement, including, without limitation, this ‎Section
2.06.

       

      The
delivery of Receipts against deposits of Shares generally or against deposits of
particular Shares may be suspended, or the transfer of Receipts in particular
instances may be refused, or the registration of transfer of outstanding
Receipts generally may be suspended, during any period when the transfer books
of the Depositary are closed, or if any such action is deemed necessary or
advisable by the Depositary or the Company at any time or from time to time
because of any requirement of law or of any government or governmental body or
commission, or under any provision of this Deposit Agreement, or for any other
reason, subject to the provisions of the following sentence. The surrender of
outstanding Receipts and withdrawal of Deposited Securities may not be suspended
subject only to (i) temporary delays caused by closing the transfer books of the
Depositary or the Company or the deposit of Shares in connection with voting at
a shareholders’ meeting, or the payment of dividends, (ii) the payment of fees,
taxes and similar charges, and (iii) compliance with any U.S. or foreign laws or
governmental regulations relating to the Receipts or to the withdrawal of the
Deposited Securities.

       

      Without
limitation of the foregoing, the Depositary shall not knowingly accept for
deposit under this Deposit Agreement any Shares which (a) if sold by the holder
thereof in the United States (as defined in Regulation S under the Securities
Act of 1933) would be, to the actual knowledge of the Depositary, subject to the
registration provisions of the Securities Act of 1933, unless a registration
statement is in effect as to such Shares or (b) the deposit of which would, to
the actual knowledge of the Depositary, thereby infringe any provision of the
by-laws of the Company.

       

      Section
2.07.  Lost
Receipts, etc.  In case any Receipt shall be mutilated,
destroyed, lost or stolen, the Depositary shall execute and deliver a new
Receipt of like tenor in exchange and substitution for such mutilated Receipt
upon cancellation thereof, or in lieu of and in substitution for such destroyed,
lost or stolen Receipt. Before the Depositary shall execute and deliver a new
Receipt in 

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      substitution
for a destroyed, lost or stolen Receipt, the Owner thereof shall have (a) filed
with the Depositary (i) a request for such execution and delivery before the
Depositary has notice that the Receipt has been acquired by a bona fide
purchaser and (ii) a sufficient indemnity bond and (b) satisfied any other
reasonable requirements imposed by the Depositary.

       

      Section
2.08.  Cancellation
and Destruction of Surrendered Receipts.  All Receipts
surrendered to the Depositary shall be cancelled by the Depositary. The
Depositary is authorized to destroy Receipts so cancelled.

       

      Section
2.09.  Pre-Release
of Receipts.  Notwithstanding ‎Section
2.03 hereof, the Depositary may execute and deliver Receipts prior to the
receipt of Shares pursuant to ‎Section
2.02 (“Pre-Release”).
The Depositary may, pursuant to ‎Section
2.05, deliver Shares upon the receipt and cancellation of Receipts which have
been Pre- Released, whether or not such cancellation is prior to the termination
of such Pre-Release or the Depositary knows that such Receipt has been
Pre-Released. The Depositary may receive Receipts in lieu of Shares in
satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or
accompanied by a written representation from the person to whom Receipts are to
be delivered that such person, or its customer, owns the Shares or Receipts to
be remitted, as the case may be, (b) at all times fully collateralized with cash
or United States government securities until such Shares are deposited,
(c) terminable by the Depositary on not more than five (5) business days
notice, and (d) subject to such further indemnities and credit regulations as
the Depositary deems appropriate. The number of American Depositary Shares which
are outstanding at any time as a result of Pre-Release will not normally exceed
thirty percent (30%) of the Shares deposited hereunder then outstanding; provided, however, that the Depositary
reserves the right to change or disregard such limit from time to time as it
deems appropriate.

       

      The
Depositary may retain for its own account any compensation received by it in
connection with the foregoing, including interest on any collateral. The Company
shall have no liability to the Depositary or any Owner with respect to any
representations, actions or omissions by the Depositary or any Owner pursuant to
this ‎Section
2.09.

       

      Section
2.10.  Maintenance
of Records.  The Depositary agrees to maintain records of all
Receipts surrendered and Deposited Securities withdrawn under ‎Section
2.05, substitute Receipts delivered under ‎Section
2.07, and cancelled or destroyed Receipts under ‎Section
2.08, in keeping with procedures ordinarily followed by stock transfer agents
located in The City of New York. The Depositary agrees to make such records
available to the Company upon its reasonable request.

       

      
        
          
          

        

        
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      ARTICLE
3

      CERTAIN
OBLIGATIONS OF OWNERS OF RECEIPTS

       

      Section
3.01.  Filing
Proofs, Certificates and Other Information.  Any person
presenting Shares for deposit or any Owner of a Receipt may be required from
time to time to file with the Depositary or the Custodian such proof of
citizenship or residence, exchange control approval, compliance with all
applicable laws and regulations or such information relating to the registration
on the books of the Company or the Foreign Registrar, if applicable, to execute
such certificates and to make such representations and warranties, as the
Depositary or the Company may deem necessary or proper. The Depositary may, and
at the reasonable request of the Company shall, withhold the delivery or
registration of transfer of any Receipt or the distribution of any dividend or
sale or distribution of rights or of the proceeds thereof or the delivery of any
Deposited Securities until such proof or other information is filed or such
certificates are executed or such representations and warranties made. Upon the
request of the Company, the Depositary shall provide the Company with copies of
all such certificates and such written representations and warranties provided
to the Depositary under this ‎Section
3.01. Each Owner agrees to provide any information requested by the Company or
the Depositary pursuant to this paragraph.

       

      Section
3.02.  Liability of
Owner for Taxes.  If any tax or other governmental charge shall
become payable with respect to any Receipt or any Deposited Securities
represented by any such Receipt, such tax or other governmental charge shall be
payable by the Owner of such Receipt to the Depositary. The Depositary may
refuse to effect any transfer of such Receipt or any withdrawal of Deposited
Securities represented by American Depositary Shares evidenced by such Receipt
until such payment is made, and may withhold any dividends or other
distributions in respect of any Deposited Securities, or may sell for the
account of the Owner thereof any part or all of the Deposited Securities
represented by the American Depositary Shares evidenced by such Receipt, and may
apply such dividends or other distributions or the proceeds of any such sale in
payment of such tax or other governmental charge and the Owner of such Receipt
shall remain liable for any deficiency.

       

      Section
3.03.  Warranties on
Deposit of Shares.  Every person depositing Shares under this
Deposit Agreement shall be deemed thereby to represent and warrant that such
Shares and each certificate therefor are validly issued, fully paid,
nonassessable and free of any preemptive rights of the holders of outstanding
Shares and that the person making such deposit is duly authorized so to do.
Every such person shall also be deemed to represent that such Shares are not
Restricted Securities. Such representations and warranties shall survive the
deposit of such Shares and issuance of Receipts.

       

      
        
          
          

        

        
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      Section
3.04.  Disclosure of
Interests.  The Company may from time to time request Owners to
provide information as to the capacity in which such Owners own or owned
Receipts and regarding the identity of any other persons then or previously
interested in such Receipts and the nature of such interest. Each Owner agrees
to provide any information requested by the Company or the Depositary pursuant
to this ‎Section
3.04. The Depositary agrees to comply with reasonable written instructions
reasonably given by the Company requesting that the Depositary forward any such
requests to the Owners and to forward to the Company any such responses to such
requests received by the Depositary.

       

      ARTICLE
4

      THE
DEPOSITED SECURITIES

       

      Section
4.01.  Cash
Distributions.  Whenever the Depositary shall receive any cash
dividend or other cash distribution on any Deposited Securities, the Depositary
shall, if such cash is received in Foreign Currency, subject to the provisions
of ‎Section
4.05 and to the following sentence, convert such dividend or distribution into
Dollars and shall as promptly as practicable distribute the amount thus received
(net of the reasonable and customary expenses incurred by the Depositary as
provided in ‎Section
5.09) to the Owners entitled thereto, in proportion to the number of American
Depositary Shares representing such Deposited Securities held by them
respectively; provided,
however, that in the
event that the Company or the Depositary shall be required to withhold and does
withhold from such cash dividend or such other cash distribution an amount on
account of taxes or other governmental charges, the amount distributed to the
Owner of the Receipts evidencing American Depositary Shares representing such
Deposited Securities shall be reduced accordingly. The Depositary shall
distribute only such amount, however, as can be distributed without attributing
to any Owner a fraction of one cent. Any such fractional amounts shall be
rounded to the nearest whole cent and so distributed to Owners entitled thereto.
The Company or its agent will remit to the appropriate governmental agency in
Argentina all amounts withheld and owing to such agency. The Depositary will
forward to the Company or its agent such information from its records as the
Company may reasonably request to enable the Company or its agent to file
necessary reports with governmental agencies, and the Depositary or the Company
or its agent may file any such reports necessary to obtain benefits under the
applicable tax treaties for the Owners of Receipts.

       

      Section
4.02.  Distributions
Other Than Cash, Shares or Rights.  Subject to the provisions
of Sections ‎4.11
and ‎5.09,
whenever the Depositary shall receive any distribution other than a distribution
described in Section ‎4.01,
‎4.03
or ‎4.04,
the Depositary shall cause the securities or property received by it to be
distributed to the Owners entitled thereto, in proportion to the number of


       

      
        
          
          

        

        
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      American
Depositary Shares representing such Deposited Securities held by them
respectively, in any manner that the Depositary may deem equitable and
practicable for accomplishing such distribution; provided, however, that if in the
opinion of the Depositary such distribution cannot be made proportionately among
the Owners entitled thereto, or if for any other reason (including, but not
limited to, any requirement that the Company or the Depositary withhold an
amount on account of taxes or other governmental charges or that such securities
must be registered under the Securities Act of 1933 in order to be distributed
to Owners) the Depositary deems such distribution not to be feasible, the
Depositary may adopt such method as it may deem equitable and practicable for
the purpose of effecting such distribution, including, but not limited to, the
public or private sale of the securities or property thus received, or any part
thereof, and the net proceeds of any such sale shall be distributed by the
Depositary to the Owners entitled thereto as in the case of a distribution
received in cash.

       

      Section
4.03.  Distributions
in Shares.  Except as provided below, if any distribution upon
any Deposited Securities consists of a dividend in, or free distribution of,
Shares, the Depositary may, and shall if the Company shall so request, reflect
on the records of the Depositary such increase in the aggregate number of
American Depositary Shares representing such Shares, or distribute to the Owners
of outstanding Receipts entitled thereto, in proportion to the number of
American Depositary Shares representing such Deposited Securities held by them
respectively, additional Receipts evidencing an aggregate number of American
Depositary Shares representing the amount of Shares received as such dividend or
free distribution, subject to the terms and conditions of the Deposit Agreement
with respect to the deposit of Shares and the issuance of American Depositary
Shares evidenced by Receipts, including the withholding of any tax or other
governmental charge as provided in ‎Section
4.11 and the payment of the fees of the Depositary as provided in ‎Section
5.09. In lieu of delivering Receipts for fractional American Depositary Shares
in any such case, the Depositary shall sell the amount of Shares represented by
the aggregate of such fractions and distribute the net proceeds, all in the
manner and subject to the conditions described in ‎Section
4.01. If additional Receipts are not so distributed, each American Depositary
Share shall thenceforth also represent the additional Shares distributed upon
the Deposited Securities represented thereby.

       

      If any
dividend in, or free distribution of, Shares described above consists of Shares
that are not entitled to the same rights, including rights with respect to
dividends or other distributions, as Shares constituting Deposited Securities,
such dividend or free distribution shall be treated by the Depositary as a
distribution in other than cash, Shares or rights in accordance with ‎Section
4.02.

       

      The
Depositary may withhold any distribution of Receipts under this ‎Section
4.03 subject to its satisfaction that such distribution does not require


       

      
        
          
          

        

        
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      registration
under the Securities Act of 1933 or is exempt from registration under the
provisions of such Act.

       

      Section
4.04.  Rights.  In
the event that the Company shall offer or cause to be offered to the holders of
any Deposited Securities any rights to subscribe for additional Shares or any
rights of any other nature, the Depositary, after consultation with the Company,
shall have discretion as to the procedure to be followed in making such rights
available to any Owners or in disposing of such rights on behalf of any Owners
and making the net proceeds available to such Owners or, if by the terms of such
rights offering or for any other reason, the Depositary may not either make such
rights available to any Owners or dispose of such rights and make the net
proceeds available to such Owners, then the Depositary shall allow the rights to
lapse. If at the time of the offering of any rights the Depositary determines in
its discretion, after consultation with the Company, that it is lawful and
feasible to make such rights available to all or certain Owners but not to other
Owners, the Depositary may, after consultation with the Company, distribute to
any Owner to whom it determines the distribution to be lawful and feasible, in
proportion to the number of American Depositary Shares held by such Owner,
warrants or other instruments therefor in such form as it deems
appropriate.

       

      In circumstances in which rights would otherwise not be
distributed, if an Owner of Receipts requests the distribution of warrants or
other instruments in order to exercise the rights allocable to the American
Depositary Shares of such Owner hereunder, the Depositary will make such rights
available to such Owner upon written notice from the Company to the Depositary
that (a) the Company has elected in its sole discretion to permit such rights to
be exercised and (b) such Owner has executed such documents as the Company has
determined in its sole discretion are reasonably required under applicable
law.

       

      If the
Depositary has distributed warrants or other instruments for rights to all or
certain Owners, then upon instruction from such an Owner pursuant to such
warrants or other instruments to the Depositary to exercise such rights, upon
payment by such Owner to the Depositary for the account of such Owner of an
amount equal to the purchase price of the Shares to be received upon the
exercise of the rights, and upon payment of the fees of the Depositary and any
other charges as set forth in such warrants or other instruments, the Depositary
shall, on behalf of such Owner, exercise the rights and purchase the Shares, and
the Company shall cause the Shares so purchased to be delivered to the
Depositary on behalf of such Owner. As agent for such Owner, the Depositary will
cause the Shares so purchased to be deposited pursuant to ‎Section
2.02 of this Deposit Agreement, and shall, pursuant to ‎Section
2.03 of this Deposit Agreement, execute and deliver Receipts representing
American Depositary Shares evidencing such Shares to such Owner. In the case of
a distribution pursuant to the second paragraph of this section, such Receipts
shall be legended in 

       

      
        
          
          

        

        
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      accordance
with applicable U.S. laws, and shall be subject to the appropriate restrictions
on sale, deposit, cancellation, and transfer under such laws.

       

      If the
Depositary determines in its discretion, after consultation with the Company,
that it is not lawful and feasible to make such rights available to all or
certain Owners, it may sell the rights, warrants or other instruments in
proportion to the number of American Depositary Shares held by the Owners to
whom it has determined it may not lawfully or feasibly make such rights
available, and allocate the net proceeds of such sales (net of the fees of the
Depositary as provided in ‎Section
5.09 and all taxes and governmental charges payable in connection with
such rights and subject to the terms and conditions of this Deposit Agreement)
for the account of such Owners otherwise entitled to such rights, warrants or
other instruments, upon an averaged or other practicable basis without regard to
any distinctions among such Owners because of exchange restrictions or the date
of delivery of any Receipt or otherwise.

       

      If
registration under the Securities Act of 1933 of the rights or of the securities
to which any rights relate is required in order for the Company to offer such
rights to Owners and sell the securities upon the exercise of such rights to
Owners, the Depositary will not offer such rights to the Owners having an
address in the United States unless and until such a registration statement is
in effect, or unless the offering and sale of such securities to the Owners of
such Receipts are exempt from registration under the provisions of such Act.
Notwithstanding any terms of this Deposit Agreement to the contrary, the Company
shall have no obligation to prepare and file a registration statement for any
purpose.

       

      The
Depositary shall not be responsible for any failure to determine that it may be
lawful or feasible to make such rights available to Owners in general or any
Owner in particular.

       

      Section
4.05.  Conversion of
Foreign Currency.  Subject to any restrictions imposed by
Argentine laws, regulations or applicable permits issued by any Argentine
governmental body, whenever the Depositary shall receive foreign currency, by
way of dividends or other distributions or the net proceeds from the sale of
securities, property or rights, and if at the time of the receipt thereof the
foreign currency so received can in the judgment of the Depositary be converted
on a reasonable basis into Dollars and the resulting Dollars transferred to the
United States, the Depositary shall as promptly as practicable convert or cause
to be converted, by sale or in any other manner that it may determine, such
foreign currency into Dollars, and such Dollars shall be distributed to the
Owners entitled thereto (except as provided in ‎Section
4.01), or, if the Depositary shall have distributed any warrants or other
instruments which entitle the holders thereof to such Dollars, then to the
holders of such warrants and/or instruments upon surrender thereof for
cancellation. Such distribution may be made upon an averaged or other
practicable basis without regard to any distinctions among 

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

       

      Owners on
account of exchange restrictions, the date of delivery of any Receipt or
otherwise and shall be net of any reasonable and customary expenses of
conversion into Dollars incurred by the Depositary as provided in ‎Section
5.09.

       

      If such
conversion or distribution can be effected only with the approval or license of
any government or agency thereof, then such conversion or distribution shall be
done only with such approval or license.

       

      If at any
time the Depositary shall determine that in its judgment any foreign currency
received by the Depositary is not convertible on a reasonable basis into Dollars
transferable to the United States, or if any approval or license of any
government or agency thereof which is required for such conversion is denied or
in the opinion of the Depositary is not obtainable, or if any such approval or
license is not obtained within a reasonable period as determined by the
Depositary, the Depositary may distribute the foreign currency (or an
appropriate document evidencing the right to receive such foreign currency)
received by the Depositary to, or in its discretion may hold such foreign
currency uninvested and without liability for interest thereon for the
respective accounts of, the Owners entitled to receive the same.

       

      If any
such conversion of foreign currency, in whole or in part, cannot be effected for
distribution to some of the Owners entitled thereto, the Depositary may in its
discretion make such conversion and distribution in Dollars to the extent
permissible to the Owners entitled thereto and may distribute the balance of the
foreign currency received by the Depositary to, or hold such balance uninvested
and without liability for interest thereon for the respective accounts of, the
Owners entitled thereto.

       

      Section
4.06.  Fixing of
Record Date.  Whenever any cash dividend or other cash
distribution shall become payable or any distribution other than cash shall be
made, or whenever rights shall be issued with respect to the Deposited
Securities, or whenever for any reason the Depositary causes a change in the
number of Shares that are represented by each American Depositary Share, or
whenever the Depositary shall receive notice of any meeting of holders of Shares
or other Deposited Securities, the Depositary shall fix a record date, which
date shall, to the extent practicable, be the same record date fixed by the
Company (a) for the determination of the Owners who shall be (i) entitled to
receive such dividend, distribution or rights or the net proceeds of the sale
thereof or (ii) entitled to give instructions for the exercise of voting rights
at any such meeting, or (b) on or after which each American Depositary Share
will represent the changed number of Shares. If a coinciding record date is not
possible, the Depositary shall fix a record date as near as practicable to the
record date set by the Company. Subject to the provisions of Sections ‎4.01
through ‎4.05
and to the other terms and conditions of this Deposit Agreement, the Owners on
such record date shall be entitled, as the case may be, to receive the amount
distributable by 

       

      
        
          
          

        

        
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      the
Depositary with respect to such dividend or other distribution or such rights or
the net proceeds of sale thereof in proportion to the number of American
Depositary Shares held by them respectively and to give voting instructions and
to act in respect of any other such matter.

       

      Section
4.07.  Voting of
Deposited Securities.  Upon receipt of notice of any meeting of
holders of Shares or other Deposited Securities, the Depositary shall, as soon
as practicable thereafter, mail or cause to be mailed to the Owners a notice,
the form of which notice shall be subject to the reasonable discretion of the
Depositary and any applicable provision of Argentine law that governs the form
of such notice, which shall contain (a) such information as is contained in such
notice of meeting received by the Depositary from the Company, (b) a statement
that the Owners as of the close of business on a specified record date will be
entitled, subject to any applicable provision of Argentine law and of the
by-laws of the Company and the provisions of the Shares or other Deposited
Securities, to instruct the Depositary as to the exercise of the voting rights,
if any, pertaining to the amount of Shares or other Deposited Securities
represented by their respective American Depositary Shares and (c) a statement
as to the manner in which such instructions may be given. Upon the written
request of an Owner on such record date, received on or before the date
established by the Depositary for such purpose, the Depositary shall endeavor,
in so far as practicable, to vote or cause to be voted the amount of Shares or
other Deposited Securities represented by the American Depositary Shares in
accordance with the instructions set forth in such request. The Depositary shall
not vote Shares or other Deposited Securities represented by the American
Depositary Shares except in accordance with instructions received from an Owner;
provided, however, that if no such
instructions are received, the Depositary shall vote the Shares or other
Deposited Securities represented by the American Depositary Shares in accordance
with the recommendations of the Board of Directors of the Company made to all
holders of Shares, unless prohibited from doing so by any applicable provisions
of Argentine law, and if no such recommendations are made it shall not vote such
Shares or other Deposited Securities. Notwithstanding the foregoing, the
Depositary shall not be required to vote such Shares in accordance with the
recommendations of the Board of Directors, if made, unless the Company has
provided to the Depositary a copy of an opinion of Argentine counsel stating
that the action recommended by the Board of Directors for approval by holders of
Shares is not in contravention of Argentine law or regulations, if any, or the
by-laws of the Company.

       

      In
addition, at any meeting of holders of Shares or other Deposited Securities, the
Depositary shall, if requested by the Board of Directors of the Company and
unless prohibited by any applicable provisions of Argentine law, deposit all
Shares or other Deposited Securities represented by the American Depositary
Shares for purposes of establishing a quorum at such meetings, whether or not
voting instructions with respect thereto have been received.

       

      
        
          
          

        

        
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      The
Depositary agrees to retain all records relating to the voting of Deposited
Securities pursuant to this Section as required under applicable Argentine
law.

       

      In
connection with the performance of their respective obligations under this
section the Company and the Depositary hereby mutually agree to inform one
another of any applicable requirements of Argentine law and any changes thereto
as soon as such requirements or changes come to the Company’s or the
Depositary’s knowledge, as the case may be. The Depositary shall not be
responsible for determining the existence or applicability of any such
requirement.

       

      Section
4.08.  Changes
Affecting Deposited  Securities.  In circumstances
where the provisions of ‎Section
4.03 do not apply, upon any change in nominal value, change in par value,
split-up, consolidation or any other reclassification of Deposited Securities,
or upon any recapitalization, reorganization, merger or consolidation or sale of
assets affecting the Company or to which it is a party, any securities which
shall be received by the Depositary or a Custodian in exchange for or in
conversion of or in respect of Deposited Securities, shall be treated as new
Deposited Securities under this Deposit Agreement, and American Depositary
Shares shall thenceforth represent, in addition or in replacement, as
applicable, to the existing Deposited Securities, the new Deposited Securities
so received in exchange or conversion, unless additional Receipts are delivered
pursuant to the following sentence. In any such case the Depositary may, after
consultation with the Company, and shall if the Company shall so request,
execute and deliver additional Receipts as in the case of a dividend in Shares,
or call for the surrender of outstanding Receipts to be exchanged for new
Receipts specifically describing such new Deposited Securities.

       

      Section
4.09.  Reports.  The
Depositary shall make available for inspection by Owners at its Corporate Trust
Office any reports and communications, including any proxy soliciting material,
received from the Company which are both (a) received by the Depositary as the
holder of the Deposited Securities and (b) made generally available to the
holders of such Deposited Securities by the Company. The Depositary shall also
send to the Owners copies of such reports when furnished by the Company pursuant
to ‎Section
5.06. Any such reports and communications, including any such proxy soliciting
material, furnished to the Depositary by the Company shall be furnished in
English, to the extent such materials are required to be translated into English
pursuant to any regulations of the Commission.

       

      Section
4.10.  Lists of
Owners.  Promptly upon request by the Company, the Depositary
shall, at the expense of the Company, furnish to it a list, as of a recent date,
of the names, addresses and holdings of American Depositary Shares 

       

      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

       

      by all
persons in whose names Receipts are registered on the books of the
Depositary.

       

      Section
4.11.  Withholding.  In
the event that the Depositary determines that any distribution in property
(including Shares and rights to subscribe therefor) is subject to any tax or
other governmental charge which the Depositary is obligated to withhold, the
Depositary may by public or private sale dispose of all or a portion of such
property (including Shares and rights to subscribe therefor) in such amounts and
in such manner as the Depositary deems necessary and practicable to pay any such
taxes or charges and the Depositary shall distribute the net proceeds of any
such sale after deduction of such taxes or charges to the Owners entitled
thereto in proportion to the number of American Depositary Shares held by them
respectively, and the Depositary shall distribute any unsold balance of such
property in accordance with the provisions of this Deposit Agreement. The
Company or its agent shall remit to appropriate governmental authorities and
agencies in Argentina all amounts, if any, withheld and owing to such
authorities and agencies by the Company. The Depositary or its agent shall remit
to appropriate governmental authorities and agencies in the United States all
amounts, if any, withheld and owing to such authorities and agencies by the
Depositary.

       

      The
Depositary shall forward to the Company or its agent such information from its
records as the Company may reasonably request to enable the Company or its agent
to file necessary reports with governmental agencies. The Depositary shall use
reasonable efforts to make and maintain arrangements enabling Owners who are
citizens or residents of the United States to receive any tax credits or other
benefits (pursuant to treaty or otherwise) relating to dividend payments on the
American Depositary Shares.

       

      ARTICLE
5

      THE
DEPOSITARY, THE CUSTODIANS AND THE COMPANY

       

      Section
5.01.  Maintenance
of Office and Transfer Books by the Depositary.  Until
termination of this Deposit Agreement in accordance with its terms, the
Depositary shall maintain in the Borough of Manhattan, The City of New York,
facilities for the execution and delivery, registration, registration of
transfers and surrender of Receipts in accordance with the provisions of this
Deposit Agreement.

       

      The
Depositary shall keep books for the registration of Receipts and transfers of
Receipts which at all reasonable times shall be open for inspection by the
Owners, provided that
such inspection shall not be for the purpose of communicating with Owners in the
interest of a business or object other than the 

       

      
        
          
          

        

        
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      business
of the Company of a matter related to this Deposit Agreement or the
Receipts.

       

      The
Depositary may close the transfer books, (a) at any time or from time to time,
when deemed expedient by it in connection with the performance of its duties
hereunder or (b) at the reasonable request of the Company.

       

      If any
Receipts or the American Depositary Shares evidenced thereby are listed on one
or more stock exchanges or automated quotation systems in the United States,
after consultation with the Company, the Depositary shall act as Registrar or
appoint a Registrar or one or more co-registrars for registry of such Receipts
in accordance with any requirements of such exchange or exchanges or system or
systems. Such Registrar or co-registrars may be removed and a substitute or
substitutes appointed by the Depositary with the consent of the Company, which
consent shall not be unreasonably withheld.

       

      The
Company shall have the right, at all reasonable times, to inspect transfer and
registration records of the Depositary, the Registrar and any co-transfer agents
or co-registrars and to require such parties to supply copies of such portions
of their records as the Company may request.

       

      Section
5.02.  Prevention or
Delay in Performance by the Depositary or the Company.  Neither
the Depositary nor the Company shall incur any liability to any Owner or holder
of any Receipt, if by reason of any provision of any present or future law or
regulation of the United States, Argentina or any other country, or of any
governmental or regulatory authority or stock exchange, or by reason of any
provision, present or future, of the by-laws of the Company, or by reason of any
provisions of any securities issued or distributed by the Company or by reason
of any act of God or war or other circumstances beyond its control, the
Depositary or the Company shall be prevented, delayed or forbidden from, or be
subject to any civil or criminal penalty on account of, doing or performing any
act or thing which by the terms of this Deposit Agreement it is provided shall
be done or performed; nor shall the Depositary or the Company incur any
liability to any Owner or holder of any Receipt by reason of any nonperformance
or delay, caused as aforesaid, in the performance of any act or thing which by
the terms of this Deposit Agreement it is provided shall or may be done or
performed, or by reason of any exercise of, or failure to exercise, any
discretion provided for in this Deposit Agreement. Where, by the terms of a
distribution pursuant to Sections ‎4.01,
‎4.02,
or ‎4.03
of the Deposit Agreement, or an offering or distribution pursuant to ‎Section
4.04 of the Deposit Agreement, or for any other reason, such distribution or
offering may not be made available to Owners, and the Depositary may not dispose
or such distribution or offering on behalf of such Owners and make the net
proceeds available to such Owners, then the Depositary shall not make such
distribution or offering, and shall allow any rights, if applicable, to
lapse.

       

      
        
          
          

        

        
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      Section
5.03.  Obligations
of the Depositary, the Custodian and the Company.  The Company
assumes no obligation nor shall it be subject to any liability under this
Deposit Agreement to Owners or holders of Receipts, except that it agrees to
perform its obligations specifically set forth in this Deposit Agreement without
negligence or bad faith.

       

      The
Depositary assumes no obligation nor shall it be subject to any liability under
this Deposit Agreement to any Owner or holder of any Receipt (including, without
limitation, liability with respect to the validity or worth of the Deposited
Securities), except that it agrees to perform its obligations specifically set
forth in this Deposit Agreement without negligence or bad faith.

       

      Neither
the Depositary nor the Company shall be under any obligation to appear in,
prosecute or defend any action, suit or other proceeding in respect of any
Deposited Securities or in respect of the Receipts, which in its opinion may
involve it in expense or liability, unless indemnity satisfactory to it against
all expense and liability shall be furnished as often as may be required, and
the Custodian shall not be under any obligation whatsoever with respect to such
proceedings, the responsibility of the Custodian being solely to the
Depositary.

       

      Neither
the Depositary nor the Company shall be liable for any action or nonaction by it
in reliance upon the advice of or information from legal counsel, accountants,
any person presenting Shares for deposit, any Owner or any other person believed
by it in good faith to be competent to give such advice or
information.

       

      The
Depositary shall not be liable for any acts or omissions made by a successor
depositary whether in connection with a previous act or omission of the
Depositary or in connection with any matter arising wholly after the removal or
resignation of the Depositary, provided that in connection with the issue out of
which such potential liability arises the Depositary performed its obligations
without negligence or bad faith while it acted as Depositary.

       

      The
Depositary shall not be responsible for any failure to carry out any
instructions to vote any of the Deposited Securities, or for the manner in which
any such vote is cast or the effect of any such vote, provided that any such
action or nonaction is in good faith.

       

      No
disclaimer of liability under the Securities Act of 1933 is intended by any
provision of this Deposit Agreement.

       

      Section
5.04.  Resignation
and Removal of the Depositary: Appointment of Successor
Depositary.  The Depositary may at any time resign as
Depositary hereunder by written notice of its election so to do delivered to the
Company, 

       

      
        
          
          

        

        
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      such
resignation to take effect upon the appointment of a successor depositary and
its acceptance of such appointment as hereinafter provided.

       

      The
Depositary may at any time be removed by the Company by written notice of such
removal effective upon the appointment of a successor depositary and its
acceptance of such appointment as hereinafter provided.

       

      In case at
any time the Depositary acting hereunder shall resign or be removed, the Company
shall use its best efforts to appoint a successor depositary, which shall be a
bank or trust company having an office in the Borough of Manhattan, The City of
New York. Every successor depositary shall execute and deliver to its
predecessor and to the Company an instrument in writing accepting its
appointment hereunder, and thereupon such successor depositary, without any
further act or deed, shall become fully vested with all the rights, powers,
duties and obligations of its predecessor; but such predecessor, nevertheless,
upon payment of all sums due it and on the written request of the Company shall
execute and deliver an instrument transferring to such successor all rights and
powers of such predecessor hereunder, shall duly assign, transfer and deliver
all right, title and interest in the Deposited Securities to such successor, and
shall deliver to such successor a list of the Owners of all outstanding Receipts
together with copies of such records in relation to the Receipts as the Company
may reasonably request; provided, however, the Depositary shall
not be required to divulge proprietary information as to the operation of its
business. Any such successor depositary shall promptly mail notice of its
appointment to the Owners.

       

      Any
corporation into or with which the Depositary may be merged or consolidated
shall be the successor of the Depositary without the execution or filing of any
document or any further act.

       

      Section
5.05.  The
Custodians.  The Depositary, after consultation with the
Company, may from time to time appoint one or more agents, as permitted by
Argentine law and any other applicable laws or regulations, to act for it as
Custodian hereunder. The Custodian shall be subject at all times and in all
respects to the directions of the Depositary and shall be responsible solely to
it. Any Custodian may resign and be discharged from its duties hereunder by
notice of such resignation delivered to the Depositary at least 30 days prior to
the date on which such resignation is to become effective. The Depositary, with
the consent of the Company, may discharge any Custodian. If upon such
resignation or discharge there shall be no Custodian acting hereunder, the
Depositary shall, promptly after receiving such notice, upon consent of the
Company, appoint a substitute custodian or custodians, each of which shall
thereafter be a Custodian hereunder. Whenever the Depositary in its discretion
determines that it is in the best interest of the Owners to do so, it may
appoint substitute or additional custodian or custodians, which shall thereafter
be one of the Custodians hereunder. Upon demand of the Depositary any Custodian
shall deliver such of 

       

      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

      

       

      the
Deposited Securities held by it as are requested of it to any other Custodian or
such substitute or additional custodian or custodians. Each such substitute or
additional custodian shall deliver to the Depositary and the Company, forthwith
upon its appointment, an acceptance of such appointment satisfactory in form and
substance to the Depositary and the Company. Immediately upon any such change
and if the Company shall so request, the Depositary shall give notice thereof in
writing to all Owners.

       

      Upon the
appointment of any successor depositary hereunder, each Custodian then acting
hereunder shall forthwith become, without any further act or writing, the agent
hereunder of such successor depositary and the appointment of such successor
depositary shall in no way impair the authority of each Custodian hereunder; but
the successor depositary so appointed shall, nevertheless, on the written
request of any Custodian, execute and deliver to such Custodian all such
instruments as may be proper to give to such Custodian full and complete power
and authority as agent hereunder of such successor depositary.

       

      Section
5.06.  Notices and
Reports.  On or before the first date on which the Company
gives notice, by publication or otherwise, of any meeting of holders of Shares
or other Deposited Securities, or of any adjourned meeting of such holders, or
of the taking of any action in respect of any cash or other distributions or the
offering of any rights, the Company agrees to transmit to the Depositary and the
Custodian an English language copy of the notice thereof in the form given or to
be given to holders of Shares or other Deposited Securities.

       

      The
Company will arrange for the translation into English, if not already in
English, to the extent required pursuant to any regulations of the Commission,
and the prompt transmittal by the Company to the Depositary and the Custodian of
such notices and any other reports and communications which are made generally
available by the Company to holders of its Shares. If requested in writing by
the Company, the Depositary will arrange for the mailing, at the Company’s
expense, of copies of such notices, reports and communications to all Owners.
The Company will timely provide the Depositary with the quantity of such
notices, reports, and communications, as requested by the Depositary from time
to time, in order for the Depositary to effect such mailings.

       

      Section
5.07.  Distribution
of Additional Shares, Rights, etc.  The Company agrees that in
the event of any issuance or distribution of (1) additional Shares, (2) rights
to subscribe for Shares, (3) securities convertible into Shares, or (4) rights
to subscribe for such securities (each a “Distribution”), the Company
will promptly notify the Depositary of such Distribution and direct the
Depositary to take specific measures with respect to the acceptance for deposit
of Shares or other securities to prevent such Distribution from being made in
violation of the registration requirements of the Securities Act of 1933, provided, however, the 

       

      
        
          
          

        

        
          22

          
            

          

        

        
          
          

        

      

       

      Depositary
shall have the right not to accept for deposit Shares or other securities if the
Depositary shall not have received from the Company a written opinion of U.S.
counsel for the Company which counsel shall be satisfactory to the Depositary,
stating that such deposit would not result in a violation of the registration
requirement of the Securities Act of 1933.

       

      In the
event that registration under the Securities Act of 1933 would be required in
connection with any such Distribution, the Company shall have no obligation to
effect such registration. To the extent the Company in its discretion deems it
necessary or advisable in order to avoid any requirement to register such
additional securities under the Securities Act of 1933, the Company may prevent
Owners in the United States from purchasing any such additional securities
(whether pursuant to preemptive rights or otherwise) and give the Depositary
written instructions directing the Depositary not to accept any Shares for
deposit for such period of time following the issuance of such additional
securities and to adopt such other specific measures as the Company may
reasonably request in writing. The Depositary agrees with the Company that it
shall comply with such instructions.

       

      The
Company agrees with the Depositary that neither the Company nor any affiliate of
the Company will (a) at any time deposit any Shares, either originally issued or
previously issued and reacquired by the Company or by any affiliate, unless a
registration statement is in effect as to such Shares under the Securities Act
of 1933 or such Shares are not required to be registered under the Securities
Act of 1933 or any applicable securities laws of any state of the United States
or (b) resell any Receipts acquired by any of them. The Depositary will comply
with the written instructions of the Company not to accept knowingly for deposit
hereunder any Shares identified in such instructions at such times and under
such circumstances as may be specified in such instructions in order to
facilitate the Company’s compliance with the securities laws of the United
States or any applicable securities laws of any state of the United
States.

       

      Section
5.08.  Indemnification.  The
Company agrees to indemnify the Depositary and any Custodian against, and hold
each of them harmless from any liability or expense (including, but not limited
to, the reasonable fees and expenses of counsel) which may arise out of acts
performed or omitted, in accordance with the provisions of this Deposit
Agreement and of the Receipts, as the same may be amended, modified or
supplemented from time to time, (A) by either the Depositary or a Custodian,
except for any liability or expense arising out of the negligence (including the
negligent failure by the Depositary or Custodian to comply with any provision of
the Deposit Agreement or of the Receipts, as the same may be amended, modified
or supplemented from time to time) or bad faith of either of them, or (B) by the
Company or any of its agents; provided, however, that such indemnity
shall not extend to any expenses of the 

       

      
        
          
          

        

        
          23

          
            

          

        

        
          
          

        

      

       

      Depositary
that, pursuant to the Deposit Agreement or any supplemental fee or other
agreement, are not payable by the Company.

       

      The
Company shall not indemnify the Depositary or any Custodian against any
liability or expense arising out of (i) information relating to the Depositary
or the Custodian, as the case may be, furnished in writing to the Company and
executed by the Depositary expressly for the use in any registration statement,
prospectus, preliminary prospectus, proxy statement, offering circular or
preliminary offering circular relating to the Shares evidenced by the American
Depositary Shares, or (ii) any Pre-Release (including, without limitation, any
claim that any party to a Pre-Release may assert relating to such Pre-Release)
entered into by the Depositary or the Custodian.

       

      The
Depositary agrees to indemnify the Company and hold it harmless from any
liability or expense (including, but not limited to, the reasonable fees and
expenses of counsel) which may arise out of acts performed or omitted by the
Depositary or its Custodian or their respective directors, employees, agents and
affiliates due to their negligence or bad faith.

       

      Any person
seeking indemnification hereunder (an “indemnified person”) shall
notify the person from whom it is seeking indemnification (the “indemnifying person”) of a
commencement of any indemnifiable action or claim promptly after such
indemnified person becomes aware of such commencement and shall consult in good
faith with the indemnifying person as to the conduct of the defense of such
action or claim, which defense shall be reasonable under the circumstances. No
indemnified person shall compromise or settle any action or claim without the
consent of the indemnifying person.

       

      The
obligations set forth in this ‎Section
5.08 shall survive the termination of this Deposit Agreement and the succession
or substitution of any indemnified person.

       

      Section
5.09.  Charges of
Depositary.  The Company agrees to pay the fees, reasonable
expenses and out-of-pocket charges of the Depositary and those of any Registrar
only in accordance with agreements in writing entered into between the
Depositary and the Company from time to time. The Depositary shall present its
statement for such charges and expenses to the Company once every three months.
The charges and expenses of the Custodian are for the sole account of the
Depositary.

       

      The
following charges shall be incurred by any party depositing or withdrawing
Shares or by any party surrendering Receipts or to whom Receipts are issued
(including, without limitation, issuance pursuant to a stock dividend or stock
split declared by the Company or an exchange of stock regarding the Receipts or
Deposited Securities or a distribution of Receipts pursuant to ‎Section


       

      
        
          
          

        

        
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      4.03),
whichever applicable: (1) taxes and other governmental charges, (2) such
registration fees as may from time to time be in effect for the registration of
transfers of Shares generally on the Share register of the Company or Foreign
Registrar and applicable to transfers of Shares to the name of the Depositary or
its nominee or the Custodian or its nominee on the making of deposits or
withdrawals hereunder, (3) such cable, telex and facsimile transmission expenses
as are expressly provided in this Deposit Agreement, (4) such reasonable and
customary expenses as are incurred by the Depositary in the conversion of
foreign currency pursuant to ‎Section
4.05, (5) a fee not in excess of $5.00 or less per 100 American Depositary
Shares (or portion thereof) for the execution and delivery of Receipts pursuant
to Sections ‎2.03
or ‎4.03
and the surrender of Receipts pursuant to ‎Section
2.05 and (6) a fee for, and the deduction of such fee from, the distribution of
proceeds of sales of securities or rights pursuant to Section ‎4.02
or ‎4.04,
respectively, such fee being in an amount equal to the fee for the issuance of
American Depositary Shares referred to above which would have been charged as a
result of the deposit by Owners of securities (for purposes of this Clause ‎(6)
treating all such securities as if they were Shares) or Shares received in
exercise of rights distributed to them pursuant to Section ‎4.02
or ‎4.04,
respectively, but which securities or rights are instead sold by the Depositary
and the net proceeds distributed.

       

      The
Depositary, subject to ‎Section
2.09 hereof, may own and deal in any class of securities of the Company and its
affiliates and in Receipts.

       

      Section
5.10.  Retention of
Depositary Documents.  The Depositary is authorized to destroy
those documents, records, bills and other data compiled during the term of this
Deposit Agreement at the times permitted by the laws or regulations governing
the Depositary unless the Company requests that such papers be retained for a
longer period or turned over to the Company or to a successor
depositary.

       

      Section
5.11.  List of
Restricted Securities Owners.  From time to time, the Company
shall provide to the Depositary a list setting forth, to the actual knowledge of
the Company, those persons or entities who beneficially own Restricted
Securities and the Company shall update that list on a regular basis. The
Company agrees to advise in writing each of the persons or entities so listed
that such Restricted Securities are ineligible for deposit hereunder. The
Depositary may rely on such a list or update but, except as expressly provided
for herein, shall not be liable for any action or omission made in reliance
thereon.

       

      Section
5.12.  Dividend
Reinvestment Plan.  The Depositary agrees not to establish a
Dividend Reinvestment Plan with respect to American Depositary Shares without
the prior written consent of the Company.

       

      
        
          
          

        

        
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      ARTICLE
6

      AMENDMENT
AND TERMINATION

       

      Section
6.01.  Amendment.  The
form of the Receipts and any provisions of this Deposit Agreement may at any
time and from time to time be amended by agreement between the Company and the
Depositary in any respect which they may deem necessary or desirable. Any
amendment which shall impose or increase any fees or charges (other than taxes
and other governmental charges, registration fees, cable, telex or facsimile
transmission costs, delivery costs or other such expenses), or which shall
otherwise prejudice any substantial existing right of Owners, shall, however,
not become effective as to outstanding Receipts until the expiration of 30 days
after notice of such amendment shall have been given to the Owners of
outstanding Receipts.  Every Owner at the time any amendment so
becomes effective shall be deemed, by continuing to hold such Receipt, to
consent and agree to such amendment and to be bound by the Deposit Agreement as
amended thereby. In no event shall any amendment impair the right of the Owner
of any Receipt to surrender such Receipt and receive therefor the Deposited
Securities represented thereby, except in order to comply with mandatory
provisions of applicable law.

       

      Section
6.02.  Termination.  The
Depositary shall at any time at the direction of the Company, terminate this
Deposit Agreement by mailing notice of such termination to the Owners of all
Receipts then outstanding at least 30 days prior to the date fixed in such
notice for such termination. The Depositary may likewise terminate this Deposit
Agreement by mailing notice of such termination to the Company and the Owners of
all Receipts then outstanding if at any time 90 days shall have expired after
the Depositary shall have delivered to the Company a written notice of its
election to resign and a successor depositary shall not have been appointed and
accepted its appointment as provided in ‎Section
5.04. On and after the date of termination, the Owner of a Receipt will, upon
(a) surrender of such Receipt at the Corporate Trust Office of the Depositary,
(b) payment of the fee of the Depositary for the surrender of Receipts referred
to in ‎Section
2.05, and (c) payment of any applicable taxes or governmental charges, be
entitled to delivery, to him or upon his order, of the amount of Deposited
Securities represented by the American Depositary Shares evidenced by such
Receipt. If any Receipts shall remain outstanding after the date of termination,
the Depositary thereafter shall discontinue the registration of transfers of
Receipts, shall suspend the distribution of dividends to the Owners thereof, and
shall not give any further notices or perform any further acts under this
Deposit Agreement, except that the Depositary shall continue to collect
dividends and other distributions pertaining to Deposited Securities, shall sell
rights as provided in this Deposit Agreement, and shall continue to deliver
Deposited Securities, together with any dividends or other distributions
received with respect thereto and the net proceeds of the sale of any rights or
other property, in exchange for Receipts surrendered to the Depositary (after
deducting, in each case, the fee of the Depositary for the 

       

      
        
          
          

        

        
          26

          
            

          

        

        
          
          

        

      

       

      surrender
of a Receipt, any expenses for the account of the Owner of such Receipt in
accordance with the terms and conditions of this Deposit Agreement, and any
applicable taxes or governmental charges). At any time after the expiration of
one year from the date of termination, the Depositary may sell the Deposited
Securities then held hereunder and may thereafter hold uninvested the net
proceeds of any such sale, together with any other cash then held by it
hereunder, unsegregated and without liability for interest, for the pro rata
benefit of the Owners of Receipts which have not theretofore been surrendered,
such Owners thereupon becoming general creditors of the Depositary with respect
to such net proceeds. After making such sale, the Depositary shall be discharged
from all obligations under this Deposit Agreement, except to account for such
net proceeds and other cash (after deducting, in each case, the fee of the
Depositary for the surrender of a Receipt, any expenses for the account of the
Owner of such Receipt in accordance with the terms and conditions of this
Deposit Agreement, and any applicable taxes or governmental charges) and except
for its obligations to the Company under ‎Section
5.08. Upon the termination of this Deposit Agreement, the Company shall be
discharged from all obligations under this Deposit Agreement except for its
obligations to the Depositary under Sections ‎5.08
and ‎5.09
hereof.

       

      ARTICLE
7

      MISCELLANEOUS

       

      Section
7.01.  Counterparts.  This
Deposit Agreement may be executed in any number of counterparts, each of which
shall be deemed an original and all of such counterparts shall constitute one
and the same instrument. Copies of this Deposit Agreement shall be filed with
the Depositary and the Custodians and shall be open to inspection by any Owner
of a Receipt during business hours.

       

      Section
7.02.  No Third
Party Beneficiaries.  This Deposit Agreement is for the
exclusive benefit of the parties hereto and shall not be deemed to give any
legal or equitable right, remedy or claim whatsoever to any other
person.

       

      Section
7.03.  Severability.  In
case any one or more of the provisions contained in this Deposit Agreement or in
the Receipts should be or become invalid, illegal or unenforceable in any
respect, the validity, legality and enforceability of the remaining provisions
contained herein or therein shall in no way be affected, prejudiced or disturbed
thereby.

       

      Section
7.04.  Holders and
Owners as Parties; Binding Effect.  The holders and Owners of
Receipts from time to time shall be parties to this Deposit Agreement and shall
be bound by all of the terms and conditions hereof and of the Receipts by
acceptance thereof.

       

      
        
          
          

        

        
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      Section
7.05.  Notices.  Any
and all notices to be given to the Company shall be deemed to have been duly
given if personally delivered or sent by mail or cable, telex or facsimile
transmission confirmed by registered mail, addressed to YPF Sociedad Anónima,
Av. Pte. R.S. Peña 777, 1364 Buenos Aires, Argentina, telephone number (541)
326-4839, telecopy number (541) 322-8617, or any other place to which the
Company may have transferred its principal office.

       

      Any and
all notices to be given to the Depositary shall be deemed to have been duly
given if in English and personally delivered or sent by mail or cable, telex or
facsimile transmission confirmed by registered mail, addressed to The Bank of
New York, 101 Barclay Street, New York, New York 10286, telephone number (212)
815-2089, telecopy number (212) 571-3050, Attention: American Depositary Receipt
Administration, or any other place to which the Depositary may have transferred
its Corporate Trust Office.

       

      Any and
all notices to be given to any Owner shall be deemed to have been duly given if
personally delivered or sent by mail or cable, telex or facsimile transmission
confirmed by letter, addressed to such Owner at the address of such Owner as it
appears on the transfer books for Receipts of the Depositary, or, if such Owner
shall have filed with the Depositary a written request that notices intended for
such Owner be mailed to some other address, at the address designated in such
request.

       

      Delivery
of a notice sent by mail or cable, telex or facsimile transmission shall be
deemed to be effective at the time when a duly addressed letter containing the
same (or a confirmation thereof in the case of a cable, telex or facsimile
transmission) is deposited, postage prepaid, in a post-office letterbox. The
Depositary or the Company may, however, act upon any cable, telex or facsimile
transmission received by it, notwithstanding that such cable, telex or facsimile
transmission shall not subsequently be confirmed by letter as
aforesaid.

       

      Section
7.06.  Governing
Law.  This Deposit Agreement and the Receipts shall be
interpreted and all rights hereunder and thereunder and provisions hereof and
thereof shall be governed by the laws of the State of New York.

       

      Section
7.07.  Compliance
with U.S. Securities Laws.  Notwithstanding anything in this
Deposit Agreement to the contrary, the Company and the Depositary each agrees
that it will not exercise any rights it has under this Deposit Agreement to
prevent the withdrawal or delivery of Deposited Securities in a manner which
would violate U.S. securities laws including, but not limited to, Section IA(1)
of the General Instructions to the Form F-6 Registration Statement, as amended
time to time, under the Securities Act of 1933.

       

      IN WITNESS
WHEREOF, YPF SOCIEDAD ANONIMA and THE BANK OF NEW YORK have duly executed this
agreement as of the day and

       

      
        
          
          

        

        
          28

          
            

          

        

        
          
          

        

      

       

      year first
set forth above and all Owners shall become parties hereto upon acceptance by
them of Receipts issued in accordance with the terms hereof.

       

      
        	 	
                YPF
      SOCIEDAD ANONIMA

              	 
	 	 	 	 
	 	 	 	 
	 	
                By:

              	 	 
	 	
                THE
      BANK OF NEW YORK, as Depositary

              	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	
                By:

              	 	 
	 	 	 	 


      

       

      
        
          
          

        

        
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      EXHIBIT A

       

      AMERICAN
DEPOSITARY SHARES

      (Each
American Depositary Share represents one deposited Share)

       

      THE BANK
OF NEW YORK

      AMERICAN
DEPOSITARY RECEIPT

      FOR CLASS
D SHARES OF

      PAR VALUE
10 PESOS EACH OF

      YPF
SOCIEDAD ANONIMA

      (INCORPORATED
UNDER THE LAWS OF

      THE
REPUBLIC OF ARGENTINA)

       

      The Bank
of New York, as depositary (hereinafter called the “Depositary”), hereby certifies
that ____________________________________, or registered assigns IS THE OWNER
OF______________________________

       

      AMERICAN
DEPOSITARY SHARES

       

      representing
deposited Class D shares of par value 10 pesos each (herein called “Shares”) of YPF SOCIEDAD
ANONIMA, incorporated under the laws of the Republic of Argentina (herein called
the “Company”). At the
date hereof, each American Depositary Share represents 1 Share deposited or
subject to deposit under the Deposit Agreement (as such term is hereinafter
defined) with the Custodian. The Depositary’s Corporate Trust Office is located
at a different address than its principal executive office. Its Corporate Trust
Office is located at 101 Barclay Street, New York, N.Y. 10286, and its principal
executive office is located at 48 Wall Street, New York, N.Y.
10286.

       

      THE
DEPOSITARY’S CORPORATE TRUST OFFICE ADDRESS IS 101 BARCLAY STREET, NEW YORK,
N.Y. 10286

       

      2.        THE
DEPOSIT AGREEMENT.

       

      This
American Depositary Receipt is one of an issue (herein called “Receipts”), all issued and to
be issued upon the terms and conditions set forth in the deposit agreement,
dated as of June 17, 1993 (herein called the “Deposit Agreement”), by and
among the Company, the Depositary, and all Owners from time to time of Receipts
issued thereunder, each of whom by accepting a Receipt agrees to become a party
thereto and become bound by all the terms and conditions thereof. The Deposit
Agreement sets forth the rights of Owners of the Receipts and the rights and
duties of the Depositary in respect of the Shares deposited thereunder and any
and all other securities, property and cash from time to time received in
respect of such Shares and held thereunder (such Shares, securities, property,
and cash are herein called “Deposited 

       

      
        
          
          

        

        
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      Securities”). Copies of the
Deposit Agreement are on file at the Depositary’s Corporate Trust Office in New
York City and at the office of the Custodian.

       

      The
statements made on the face and reverse of this Receipt are summaries of certain
provisions of the Deposit Agreement and are qualified by and subject to the
detailed provisions of the Deposit Agreement, to which reference is hereby made.
Capitalized terms defined in the Deposit Agreement and not defined herein shall
have the meanings set forth in the Deposit Agreement

       

      3.        SURRENDER
OF RECEIPTS AND WITHDRAWAL OF SHARES.

       

      Upon
surrender at the Corporate Trust Office of the Depositary of this Receipt, and
upon payment of the fee of the Depositary provided in this Receipt, and subject
to the terms and conditions of the Deposit Agreement, the Owner hereof is
entitled to delivery, to him or upon his order, of the Deposited Securities at
the time represented by the American Depositary Shares for which this Receipt is
issued. Delivery of such Deposited Securities may be made by the physical or
electronic delivery of (a) certificates in the name of the Owner hereof or as
ordered by him or certificates properly endorsed or accompanied by proper
instruments of transfer and (b) any other securities, property and cash to which
such Owner is then entitled in respect of this Receipt. Such delivery will be
made at the option of the Owner hereof, either at the office of the Custodian or
at the Corporate Trust Office of the Depositary, provided that the forwarding
of certificates for Shares or other Deposited Securities for such delivery at
the Corporate Trust Office of the Depositary shall be at the risk and expense of
the Owner hereof.

       

      4.        TRANSFERS,
SPLIT-UPS, AND COMBINATIONS OF RECEIPTS.

       

      The
transfer of this Receipt is registrable on the books of the Depositary at its
Corporate Trust Office by the Owner hereof in person or by a duly authorized
attorney, upon surrender of this Receipt properly endorsed for transfer or
accompanied by proper instruments of transfer and funds sufficient to pay any
applicable transfer taxes and the expenses of the Depositary and upon compliance
with such regulations, if any, as the Depositary may establish for such purpose.
This Receipt may be split into other such Receipts, or may be combined with
other such receipts into one Receipt, evidencing the same aggregate number of
American Depositary Shares as the Receipt or Receipts surrendered. As a
condition precedent to the execution and delivery, registration of transfer,
split-up, combination, or surrender of any Receipt or withdrawal of any
Deposited Securities, the Depositary, the Custodian, or Registrar may require
payment from the depositor of the Shares or the presentor of the Receipt of a
sum sufficient to reimburse it for any tax or other governmental charge and any
stock transfer or 

       

      
        
          
          

        

        
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      registration
fee with respect thereto (including any such tax or charge and fee with respect
to Shares being deposited or withdrawn) and payment of any applicable fees as
provided in this Receipt, may require the production of proof satisfactory to it
as to the identity and genuineness of any signature and may also require
compliance with any regulations the Depositary may establish consistent with the
provisions of the Deposit Agreement or this Receipt, including, without
limitation, this ‎Article
3.

       

      The
delivery of Receipts against deposits of Shares generally or against deposits of
particular Shares may be suspended, or the transfer of Receipts in particular
instances may be refused, or the registration of transfer of outstanding
Receipts generally may be suspended, during any period when the transfer books
of the Depositary are closed, or if any such action is deemed necessary or
advisable by the Depositary or the Company at any time or from time to time
because of any requirement of law or of any government or governmental body or
commission, or under any provision of the Deposit Agreement or this Receipt, or
for any other reason, subject to the provisions of the following sentence.
Notwithstanding anything in the Deposit Agreement or the Receipts to the
contrary, the surrender of outstanding Receipts and withdrawal of Deposited
Securities may not be suspended subject only to (i) temporary delays caused by
closing the transfer books of the Depositary or the Company or the deposit of
Shares in connection with voting at a shareholders’ meeting, or the payment of
dividends, (ii) the payment of fees, taxes and similar charges, and (iii)
compliance with any U.S. or foreign laws or governmental regulations relating to
the Receipts or to the withdrawal of the Deposited Securities.

       

      Without
limitation of the foregoing, the Depositary shall not knowingly accept for
deposit under this Deposit Agreement any Shares which (a) if sold by the holder
thereof in the United States (as defined in Regulation S under the Securities
Act of 1933) would be, to the actual knowledge of the Depositary, subject to the
registration provisions of the Securities Act of 1933, unless a registration
statement is in effect as to such Shares or (b) the deposit of which would, to
the actual knowledge of the Depositary, thereby infringe any provision of the
by-laws of the Company.

       

      5.        LIABILITY
OF OWNER FOR TAXES.

       

      If any tax
or other governmental charge shall become payable with respect to any Receipt or
any Deposited Securities represented hereby, such tax or other governmental
charge shall be payable by the Owner hereof to the Depositary. The Depositary
may refuse to effect any transfer of this Receipt or any withdrawal of Deposited
Securities represented by American Depositary Shares evidenced by such Receipt
until such payment is made, and may withhold any dividends or other
distributions in respect of any Deposited Securities, or may sell for the
account of the Owner hereof any part or all of the Deposited
Securities

       

      
        
          
          

        

        
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      represented
by the American Depositary Shares evidenced by this Receipt, and may apply such
dividends or other distributions or the proceeds of any such sale in payment of
such tax or other governmental charge and the Owner hereof shall remain liable
for any deficiency.

       

      6.        WARRANTIES
OF DEPOSITORS.

       

      Every
person depositing Shares hereunder and under the Deposit Agreement shall be
deemed thereby to represent and warrant that such Shares and each certificate
therefor are validly issued, fully paid, non-assessable, and free of any
preemptive rights of the holders of outstanding Shares and that the person
making such deposit is duly authorized so to do. Every such person shall also be
deemed to represent that such Shares are not Restricted Securities as defined in
the Deposit Agreement. Such representations and warranties shall survive the
deposit of such Shares and issuance of Receipts.

       

      7.        FILING
PROOFS, CERTIFICATES, AND OTHER INFORMATION.

       

      Any person
presenting Shares for deposit or any Owner of a Receipt may be required from
time to time to file with the Depositary or the Custodian such proof of
citizenship or residence, exchange control approval, compliance with all
applicable laws and regulations or such information relating to the registration
on the books of the Company or the Foreign Registrar, if applicable, to execute
such certificates and to make such representations and warranties, as the
Depositary or the Company may deem necessary or proper. The Depositary may, and
at the reasonable request of the Company shall, withhold the delivery or
registration of transfer of any Receipt or the distribution of any dividend or
sale or distribution of rights or of the proceeds thereof or the delivery of any
Deposited Securities until such proof or other information is filed or such
certificates are executed or such representations and warranties made. Upon the
request of the Company, the Depositary shall provide the Company with copies of
all such certificates and such written representations and warranties provided
to the Depositary under Section 3.01 of the Deposit Agreement. Each Owner agrees
to provide any information requested by the Company or the Depositary pursuant
to this paragraph.

       

      8.        CHARGES
OF DEPOSITARY.

       

      The
Company agrees to pay the fees, reasonable expenses and out-of-pocket charges of
the Depositary and those of any Registrar only in accordance with agreements in
writing entered into between the Depositary and the Company from time to time.
The Depositary shall present its statement for such charges and expenses to the
Company once every three months. The charges and expenses of the Custodian are
for the sole account of the Depositary.

       

      
        
          
          

        

        
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      The
following charges shall be incurred by any party depositing or withdrawing
Shares or by any party surrendering Receipts or to whom Receipts are issued
(including, without limitation, issuance pursuant to a stock dividend or stock
split declared by the Company or an exchange of stock regarding the Receipts or
Deposited Securities or a distribution of Receipts pursuant to ‎Section
4.03 of the Deposit Agreement), whichever applicable: (1) taxes and other
governmental charges, (2) such registration fees as may from time to time be in
effect for the registration of transfers of Shares generally on the Share
register of the Company or Foreign Registrar and applicable to transfers of
Shares to the name of the Depositary or its nominee or the Custodian or its
nominee on the making of deposits or withdrawals under the terms of the Deposit
Agreement, (3) such cable, telex and facsimile transmission expenses as are
expressly provided in the Deposit Agreement, (4) such reasonable and customary
expenses as are incurred by the Depositary in the conversion of foreign currency
pursuant to ‎Section
4.05 of the Deposit Agreement, (5) a fee not in excess of $5.00 or less per 100
American Depositary Shares (or portion thereof) for the execution and delivery
of Receipts pursuant to Sections ‎2.03
or ‎4.03
of the Deposit Agreement and the surrender of Receipts pursuant to ‎Section
2.05 of the Deposit Agreement and (6) a fee for, and the deduction of such fee
from, the distribution of proceeds of sales of securities or rights pursuant to
Section ‎4.02
or ‎4.04,
respectively of the Deposit Agreement, such fee being in an amount equal to the
fee for the issuance of American Depositary Shares referred to above which would
have been charged as a result of the deposit by Owners of securities (for
purposes of this clause 6 treating all such securities as if they were Shares)
or Shares received in exercise of rights distributed to them pursuant to Section
‎4.02
or ‎4.04,
respectively of the Deposit Agreement, but which securities or rights are
instead sold by the Depositary and the net proceeds distributed.

       

      The
Depositary, subject to ‎Article
8 hereof, may own and deal in any class of securities of the Company and
its affiliates and in Receipts.

       

      9.        PRE-RELEASE
OF RECEIPTS.

       

      Notwithstanding
‎Section
2.03 of the Deposit Agreement, the Depositary may execute and deliver Receipts
prior to the receipt of Shares pursuant to ‎Section
2.02 of the Deposit Agreement (“Pre-Release”). The Depositary
may, pursuant to ‎Section
2.05 of the Deposit Agreement, deliver Shares upon the receipt and cancellation
of Receipts which have been Pre-Released, whether or not such cancellation is
prior to the termination of such Pre-Release or the Depositary knows that such
Receipt has been Pre-Released. The Depositary may receive Receipts in lieu of
Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded
or accompanied by a written representation from the person to whom Receipts are
to be delivered that such person, or its customer, owns the Shares or Receipts
to be remitted, as the case may be, (b) at all times fully collateralized with
cash or United States government securities until such 

       

      
        
          
          

        

        
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      Shares are
deposited, (c) terminable by the Depositary on not more than five (5) business
days notice, and (d) subject to such further indemnities and credit regulations
as the Depositary deems appropriate. The number of American Depositary Shares
which are outstanding at any time as a result of Pre-Releases will not normally
exceed thirty percent (30%) of the Shares deposited under the Deposit Agreement
then outstanding; provided, however, that the Depositary
reserves the right to change or disregard such limit from time to time as it
deems appropriate.

       

      The
Depositary may retain for its own account any compensation received by it in
connection with the foregoing, including interest on any collateral. The Company
shall have no liability to the Depositary or any Owner with respect to any
representations, actions or omissions by the Depositary or any Owner in
connection with any Pre-Release.

       

      10.        TITLE
TO RECEIPTS.

       

      It is a
condition of this Receipt and every successive holder and Owner of this Receipt
by accepting or holding the same consents and agrees, that title to this Receipt
when properly endorsed or accompanied by proper instruments of transfer, is
transferable by delivery with the same effect as in the case of a negotiable
instrument governed by New York law, provided, however, that the Company and
Depositary, notwithstanding any notice to the contrary, may treat the person in
whose name this Receipt is registered on the books of the Depositary as the
absolute owner hereof for the purpose of determining the person entitled to
distribution of dividends or other distributions or to any notice provided for
in the Deposit Agreement or for all other purposes and neither the Depositary
nor the Company shall have any obligation or be subject to any liability under
this Deposit Agreement to any holder of a Receipt unless such holder is the
Owner hereof.

       

      11.        VALIDITY
OF RECEIPT.

       

      This
Receipt shall not be entitled to any benefits under the Deposit Agreement or be
valid or obligatory for any purpose, unless this Receipt shall have been
executed by the Depositary by the manual signature of a duly authorized
signatory of the Depositary; provided, however, that such signature
may be a facsimile if a Registrar for Receipts shall have been appointed and the
Receipts are countersigned by the manual signature of a duly authorized officer
of the Registrar.

       

      12.        REPORTS;
INSPECTION OF TRANSFER BOOKS.

       

      The
Company is subject to the periodic reporting requirements of the Securities
Exchange Act of 1934 and, accordingly files certain reports with the


       

      
        
          
          

        

        
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      Commission.
Such reports and communications will be available for inspection and copying by
holders and Owners at the public reference facilities maintained by the
Commission located at 450 Fifth Street, N.W., Washington, D.C.
20549.

       

      The
Depositary will make available for inspection by Owners of Receipts at its
Corporate Trust Office any reports and communications, including any proxy
soliciting material, received from the Company which are both (a) received by
the Depositary as the holder of the Deposited Securities and (b) made generally
available to the holders of such Deposited Securities by the Company. The
Depositary will also send to Owners of Receipts copies of such reports when
furnished by the Company pursuant to the Deposit Agreement. Any such reports and
communications, including any such proxy soliciting material, furnished to the
Depositary by the Company shall be furnished in English to the extent such
materials are required to be translated into English pursuant to any regulations
of the Commission.

       

      The
Depositary will keep books for the registration of Receipts and transfers of
Receipts which at all reasonable times shall be open for inspection by the
Owners of Receipts provided that such inspection
shall not be for the purpose of communicating with Owners of Receipts in the
interest of a business or object other than the business of the Company or a
matter related to the Deposit Agreement or the Receipts.

       

      13.        DIVIDENDS
AND DISTRIBUTIONS.

       

      Whenever
the Depositary receives any cash dividend or other cash distribution on any
Deposited Securities, the Depositary will, if such cash is received in Foreign
Currency, subject to the provisions of ‎Section
4.05 of the Deposit Agreement and to the following sentence, convert such
dividend or distribution into Dollars and will as promptly as practicable
distribute the amount thus received (net of the reasonable and customary
expenses incurred by the Depositary as provided in ‎Article
7 hereof and ‎Section
5.09 of the Deposit Agreement) to the Owners of Receipts entitled thereto, provided, however, that in the event
that the Company or the Depositary is required to withhold and does withhold
from any cash dividend or other cash distribution in respect of any Deposited
Securities an amount on account of taxes or other governmental charges, the
amount distributed to the Owners of the Receipts evidencing American Depositary
Shares representing such Deposited Securities shall be reduced
accordingly.

       

      Subject to
the provisions of Section ‎4.11
and ‎5.09
of the Deposit Agreement, whenever the Depositary receives any distribution
other than a distribution described in Section ‎4.01,
‎4.03
or ‎4.04
of the Deposit Agreement, the Depositary will cause the securities or property
received by it to be distributed to the Owners of Receipts entitled thereto, in
any manner that the Depositary may 

       

      
        
          
          

        

        
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      deem
equitable and practicable for accomplishing such distribution; provided, however, that if in the
opinion of the Depositary such distribution cannot be made proportionately among
the Owners of Receipts entitled thereto, or if for any other reason the
Depositary deems such distribution not to be feasible, the Depositary may adopt
such method as it may deem equitable and practicable for the purpose of
effecting such distribution, including, but not limited to, the public or
private sale of the securities or property thus received, or any part thereof,
and the net proceeds of any such sale shall be distributed by the Depositary to
the Owners of Receipts entitled thereto as in the case of a distribution
received in cash.

       

      Except as
provided in the following paragraph, if any distribution consists of a dividend
in, or free distribution of, Shares, the Depositary may and shall if the Company
shall so request, reflect on the records of the Depositary such increase in the
aggregate number of American Depositary Shares representing such Shares, or
distribute to the Owners of outstanding Receipts entitled thereto, additional
Receipts evidencing an aggregate number of American Depositary Shares
representing the amount of Shares received as such dividend or free distribution
subject to the terms and conditions of the Deposit Agreement with respect to the
terms and conditions of the Deposit Agreement with respect to the deposit of
Shares and the issuance of American Depositary Shares evidenced by Receipts,
including the withholding of any tax or other governmental charge as provided in
‎Section
4.11 of the Deposit Agreement and the payment of the fees of the Depositary as
provided in ‎Article
7 hereof and ‎Section
5.09 of the Deposit Agreement. In lieu of delivering Receipts for fractional
American Depositary Shares in any such case, the Depositary will sell the amount
of Shares represented by the aggregate of such fractions and distribute the net
proceeds. If additional receipts are not so distributed, each American
Depositary Share shall thenceforth also represent the additional Shares
distributed upon the Deposited Securities represented thereby.

       

      If any
dividend in, or free distribution of, Shares described in the preceding
paragraph consists of Shares that are not entitled to the same rights, including
rights with respect to dividends or other distributions, as Shares constituting
Deposited Securities, such dividend or free distribution shall be treated by the
Depositary as a distribution in other than cash, Shares or rights in accordance
with ‎Section
4.02 of the Deposit Agreement.

       

      In the
event that the Depositary determines that any distribution in property
(including Shares and rights to subscribe therefor) is subject to any tax or
other governmental charge which the Depositary is obligated to withhold, the
Depositary may by public or private sale dispose of all or a portion of such
property (including Shares and rights to subscribe therefor) in such amounts and
in such manner as the Depositary deems necessary and practicable to pay any such
taxes or charges, and the Depositary shall distribute the net proceeds of any
such sale after deduction of such taxes or charges to the Owners of Receipts


       

      
        
          
          

        

        
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      entitled
thereto in proportion to the number of American Depositary Shares held by them
respectively, and the Depositary shall distribute any unsold balance of such
property in accordance with the provisions of the Deposit
Agreement.

       

      14.        RIGHTS.

       

      In the
event that the Company shall offer or cause to be offered to the holders of any
Deposited Securities any rights to subscribe for additional Shares or any rights
of any other nature, the Depositary, after consultation with the Company, shall
have discretion as to the procedure to be followed in making such rights
available to any Owners or in disposing of such rights on behalf of any Owners
and making the net proceeds available to such Owners or, if by the terms of such
rights offering or for any other reason, the Depositary may not either make such
rights available to any Owners or dispose of such rights and make the net
proceeds available to such Owners, then the Depositary shall allow the rights to
lapse. If at the time of the offering of any rights the Depositary determines in
its discretion, after consultation with the Company, that it is lawful and
feasible to make such rights available to all or certain Owners but not to other
Owners, the Depositary may, after consultation with the Company, distribute to
any Owner to whom it determines the distribution to be lawful and feasible, in
proportion to the number of American Depositary Shares held by such Owner,
warrants or other instruments therefor in such form as it deems
appropriate.

       

      In
circumstances in which rights would otherwise not be distributed, if an Owner of
Receipts requests the distribution of warrants or other instruments in order to
exercise the rights allocable to the American Depositary Shares of such Owner
hereunder, the Depositary will make such rights available to such Owner upon
written notice from the Company to the Depositary that (a) the Company has
elected in its sole discretion to permit such rights to be exercised and (b)
such Owner has executed such documents as the Company has determined in its sole
discretion are reasonably required under applicable law.

       

      If the
Depositary has distributed warrants or other instruments for rights to all or
certain Owners, then upon instruction from such an Owner pursuant to such
warrants or other instruments to the Depositary to exercise such rights, upon
payment by such Owner to the Depositary for the account of such Owner of an
amount equal to the purchase price of the Shares to be received upon the
exercise of the rights, and upon payment of the fees of the Depositary and any
other charges as set forth in such warrants or other instruments, the Depositary
shall, on behalf of such Owner, exercise the rights and purchase the Shares, and
the Company shall cause the Shares so purchased to be delivered to the
Depositary on behalf of such Owner. As agent for such Owner, the Depositary will
cause the Shares so purchased to be deposited pursuant to ‎Section
2.02 of the Deposit Agreement, and shall, pursuant to ‎Section
2.03 of the Deposit Agreement, execute and deliver Receipts representing
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      Shares to
such Owner. In the case of a distribution pursuant to the second paragraph of
this Article, such Receipt shall be legended in accordance with applicable U.S.
laws, and shall be subject to the appropriate restrictions on sale, deposit,
cancellation and transfer under such laws.

       

      If the
Depositary determines in its discretion, after consultation with the Company,
that it is not lawful and feasible to make such rights available to all or
certain Owners, it may sell the rights, warrants or other instruments in
proportion to the number of American Depositary Shares held by the Owners to
whom it has determined it may not lawfully or feasibly make such rights
available, and allocate the net proceeds of such sales (net of fees as provided
under the Deposit Agreement and all taxes and governmental charges payable in
connection with such rights and subject to the terms and conditions of the
Deposit Agreement) for the account of such Owners otherwise entitled to such
rights, warrants or other instruments, upon an averaged or other practical basis
without regard to any distinctions among such Owners because of exchange
restrictions or the date of delivery of any Receipt or otherwise.

       

      If
registration under the Securities Act of 1933 of the rights or of the securities
to which any rights relate is required in order for the Company to offer such
rights to Owners and sell the securities upon the exercise of such rights to
Owners, the Depositary will not offer such rights to the Owners having an
address in the United States unless and until such a registration statement is
in effect, or unless the offering and sale of such securities to the Owners of
such Receipts are exempt from registration under the provisions of such Act.
Notwithstanding any terms of this Deposit Agreement to the contrary, the Company
shall have no obligation to prepare and file a registration statement for any
purpose.

       

      The
Depositary shall not be responsible for any failure to determine that it may be
lawful or feasible to make such rights available to Owners in general or any
Owner in particular.

       

      15.       CONVERSION
OF FOREIGN CURRENCY.

       

      Subject to
any restrictions imposed by Argentine laws, regulations or applicable permits
issued by any Argentine governmental body, whenever the Depositary shall receive
foreign currency, by way of dividends or other distributions or the net proceeds
from the sale of securities, property or rights, and if at the time of the
receipt thereof the foreign currency so received can in the judgment of the
Depositary be converted on a reasonable basis into Dollars and the resulting
Dollars transferred to the United States, the Depositary shall as promptly as
practicable convert or cause to be converted, by sale or in any other manner
that it may determine, such foreign currency into Dollars, and such Dollars
shall be distributed (except as provided in ‎Section
4.01 of the Deposit Agreement) to the Owners entitled thereto or, if the
Depositary shall have 

       

      
        
          
          

        

        
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      distributed
any warrants or other instruments which entitle the holders thereof to such
Dollars, then to the holders of such warrants and/or instruments upon surrender
thereof for cancellation. Such distribution may be made upon an averaged or
other practicable basis without regard to any distinctions among Owners on
account of exchange restrictions, the date of delivery of any Receipt or
otherwise and shall be net of any reasonable and customary expenses of
conversion into Dollars incurred by the Depositary as provided in ‎Section
5.09 of the Deposit Agreement.

       

      If such
conversion or distribution can be effected only with the approval or license of
any government or agency thereof, then such conversion or distribution shall be
done only with such approval or license.

       

      If at any
time the Depositary shall determine that in its judgment any foreign currency
received by the Depositary is not convertible on a reasonable basis into Dollars
transferable to the United States, or if any approval or license of any
government or agency thereof which is required for such conversion is denied or
in the opinion of the Depositary is not obtainable, of if any such approval or
license is not obtained within a reasonable period as determined by the
Depositary, the Depositary may distribute the foreign currency (or an
appropriate document evidencing the right to receive such foreign currency)
received by the Depositary to, or in its discretion may hold such foreign
currency uninvested and without liability for interest thereon for the
respective accounts of, the Owners entitled to receive the same.

       

      If any
such conversion of foreign currency, in whole or in part, cannot be effected for
distribution to some of the Owners entitled thereto, the Depositary may in its
discretion make such conversion and distribution in Dollars to the extent
permissible to the Owners entitled thereto and may distribute the balance of the
foreign currency received by the Depositary to, or hold such balance uninvested
and without liability for interest thereon for the respective accounts of, the
Owners entitled thereto.

       

      16.        RECORD
DATES.

       

      Whenever
any cash dividend or other cash distribution shall become payable or any
distribution other than cash shall be made, or whenever rights shall be issued
with respect to the Deposited Securities, or whenever for any reason the
Depositary causes a change in the number of Shares that are represented by each
American Depositary Share, or whenever the Depositary shall receive notice of
any meeting of holders of Shares or other Deposited Securities, the Depositary
shall fix a record date, which date shall, to the extent practicable, be the
same record date fixed by the Company (a) for the determination of the Owners of
Receipts who shall be (i) entitled to receive such dividend, distribution or
rights or the net proceeds of the sale thereof or (ii) entitled to give
instructions for the 

       

      
        
          
          

        

        
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      exercise
of voting rights at any such meeting, or (b) on or after which each American
Depositary Share will represent the changed number of Shares, subject to the
provisions of the Deposit Agreement.

       

      17.        VOTING
OF DEPOSITED SECURITIES.

       

      Upon
receipt of notice of any meeting of holders of Shares or other Deposited
Securities, the Depositary shall, as soon as practicable thereafter, mail or
caused to be mailed to the Owners of Receipts a notice, the form of which notice
shall be subject to the reasonable discretion of the Depositary and any
applicable provision of Argentine law, if any, that governs such notice, which
shall contain (a) such information as is contained in such notice of meeting
received by the Depositary from the Company, (b) a statement that the Owners of
Receipts as of the close of business on a specified record date will be
entitled, subject to any applicable provision of Argentine law and of the
by-laws of the Company and the provisions of the Shares or other Deposited
Securities, to instruct the Depositary as to the exercise of the voting rights,
if any, pertaining to the amount of Shares or other Deposited Securities
represented by their respective American Depositary Shares and (c) a statement
as to the manner in which such instructions may be given. Upon the written
request of an Owner of a Receipt on such record date, received on or before the
date established by the Depositary for such purpose, the Depositary shall
endeavor insofar as practicable to vote or cause to be voted the amount of
Shares or other Deposited Securities represented by the American Depositary
Shares in accordance with the instructions set forth in such request. The
Depositary shall not vote Shares or other Deposited Securities represented by
the American Depositary Shares except in accordance with instructions received
from an Owner; provided, however, that if no such
instructions are received, the Depositary shall vote the Shares or other
Deposited Securities represented by the American Depositary Shares in accordance
with the recommendations of the Board of Directors of the Company made to all
holders of Shares, unless prohibited from doing so by any applicable provisions
of Argentine law, and if no such recommendations are made it shall not vote such
Shares or other Deposited Securities. Notwithstanding the foregoing, the
Depositary shall not be required to vote such Shares in accordance with the
recommendations of the Board of Directors, if made, unless the Company has
provided to the Depositary a copy of an opinion of Argentine counsel stating
that the action recommended by the Board of Directors for approval by holders of
Shares is not in contravention of Argentine law or regulations, if any, or the
by-laws of the Company.

       

      In
addition, at any meeting of holders of Shares or other Deposited Securities, the
Depositary shall, if requested by the Board of Directors of the Company, and
unless prohibited by any applicable provisions by Argentine law, deposit all
Shares or other Deposited Securities represented by the American 

       

      
        
          
          

        

        
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      Depositary
Shares for purposes of establishing a quorum at such meetings, whether or not
voting instructions with respect thereto have been received.

       

      18.        CHANGES
AFFECTING DEPOSITED SECURITIES.

       

      In
circumstances where the provisions of ‎Section
4.03 of the Deposit Agreement do not apply, upon any change in nominal value,
change in par value, split-up, consolidation, or any other reclassification of
Deposited Securities, or upon any recapitalization, reorganization, merger or
consolidation, or sale of assets affecting the Company or to which it is a
party, any securities which shall be received by the Depositary or a Custodian
in exchange for or in conversion of or in respect of Deposited Securities shall
be treated as new Deposited Securities under the Deposit Agreement, and American
Depositary Shares shall thenceforth represent, in addition or in replacement as
applicable to the existing Deposited Securities, the new Deposited Securities so
received in exchange or conversion, unless additional Receipts are delivered
pursuant to the following sentence. In any such case the Depositary may, after
consultation with the Company and shall if the Company shall so request, execute
and deliver additional Receipts as in the case of a dividend in Shares, or call
for the surrender of outstanding Receipts to be exchanged for new Receipts
specifically describing such new Deposited Securities.

       

      19.        LIABILITY
OF THE COMPANY AND DEPOSITARY.

       

      Neither
the Depositary nor the Company shall incur any liability to any Owner or holder
of any Receipt, if by reason of any provision of any present or future law or
regulation of the United States, Argentina or any other country, or of any other
governmental or regulatory authority or stock exchange, or by reason of any
provision, present or future, of the by-laws of the Company, or by reason of any
provisions of any securities issued or distributed by the Company or by reason
of any act of God or war or other circumstances beyond its control, the
Depositary or the Company shall be prevented, delayed or forbidden from or be
subject to any civil or criminal penalty on account of doing or performing any
act or thing which by the terms of the Deposit Agreement it is provided shall be
done or performed; nor shall the Depositary or the Company incur any liability
to any Owner or holder of a Receipt by reason of any non-performance or delay,
caused as aforesaid, in the performance of any act or thing which by the terms
of the Deposit Agreement it is provided shall or may be done or performed, or by
reason of any exercise of, or failure to exercise, any discretion provided for
in the Deposit Agreement. Where, by the terms of a distribution pursuant to
Sections ‎4.01,
‎4.02
or ‎4.03
of the Deposit Agreement, or an offering or distribution pursuant to ‎Section
4.04 of the Deposit Agreement, or for any other reason, such distribution or
offering may not be made available to Owners of Receipts, and the Depositary may
not dispose of such distribution or offering on behalf of such Owners and make
the net proceeds available to such Owners, then the Depositary 

       

      
        
          
          

        

        
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      shall not
make such distribution or offering, and shall allow any rights, if applicable,
to lapse. Neither the Company nor the Depositary assumes any obligation or shall
be subject to any liability under the Deposit Agreement to Owners or holders of
Receipts, except that they agree to perform their obligations specifically set
forth in the Deposit Agreement without negligence or bad faith. The Depositary
shall not be subject to any liability with respect to the validity or worth of
the Deposited Securities. Neither the Depositary nor the Company shall be under
any obligation to appear in, prosecute or defend any action, suit, or other
proceeding in respect of any Deposited Securities or in respect of the Receipts,
which in its opinion may involve it in expense or liability, unless indemnity
satisfactory to it against all expenses and liability shall be furnished as
often as may be required, and the Custodian shall not be under any obligation
whatsoever with respect to such proceedings, the responsibility of the Custodian
being solely to the Depositary. Neither the Depositary nor the Company shall be
liable for any action or nonaction by it in reliance upon the advice of or
information from legal counsel, accountants, any person presenting Shares for
deposit, any Owner of a Receipt, or any other person believed by it in good
faith to be competent to give such advice or information. The Depositary shall
not be responsible for any failure to carry out any instructions to vote any of
the Deposited Securities, or for the manner in which any such vote is cast or
the effect of any such vote, provided that any such action
or nonaction is in good faith. The Depositary shall not be liable for any acts
or omissions made by a successor depositary whether in connection with a
previous act or omission of the Depositary or in connection with a matter
arising wholly after the removal or resignation of the Depositary, provided that in connection
with the issue out of which such potential liability arises, the Depositary
performed its obligations without negligence or bad faith while it acted as
Depositary. The Company agrees to indemnify the Depositary and any Custodian
against, and hold each of them harmless from, any liability or expense
(including, but not limited to, the reasonable fees and expenses of counsel)
which may arise out of acts performed or omitted, in accordance with the
provisions of the Deposit Agreement and of the Receipts, as the same may be
amended, modified, or supplemented from time to time, (i) by either the
Depositary or a Custodian, except for any liability or expense arising out of
the negligence (including the negligent failure by the Depositary or Custodian
to comply with any provision of the Deposit Agreement or of the Receipts, as the
same may be amended, modified or supplemented from time to time) or bad faith of
either of them, or (ii) by the Company or any of its agents; provided, however, that such indemnity
shall not extend to any expenses of the Depositary that, pursuant to the Deposit
Agreement or any supplemental fee or other agreement, are not payable by the
Company. No disclaimer of liability under the Securities Act of 1933 is intended
by any provisions of the Deposit Agreement.

       

      20.        RESIGNATION
AND REMOVAL OF THE DEPOSITARY; APPOINTMENT OF SUCCESSOR CUSTODIAN.

       

      
        
          
          

        

        
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      The
Depositary may at any time resign as Depositary hereunder by written notice of
its election so to do delivered to the Company, such resignation to take effect
upon the appointment of a successor depositary and its acceptance of such
appointment as provided in the Deposit Agreement. The Depositary may at any time
be removed by the Company by written notice of such removal, effective upon the
appointment of a successor depositary and its acceptance of such appointment as
provided in the Deposit Agreement. Whenever the Depositary in its discretion
determines that it is in the best interest of the Owners of Receipts to do so,
it may appoint a substitute or additional custodian or custodians.

       

      21.        AMENDMENT.

       

      The form
of the Receipts and any provisions of the Deposit Agreement may at any time and
from time to time be amended by agreement between the Company and the Depositary
in any respect which they may deem necessary or desirable. Any amendment which
shall impose or increase any fees or charges (other than taxes and other
governmental charges, registration fees and cable, telex or facsimile
transmission costs, delivery costs or other such expenses), or which shall
otherwise prejudice any substantial existing right of Owners of Receipts, shall,
however, not become effective as to outstanding Receipts until the expiration of
thirty days after notice of such amendment shall have been given to the Owners
of outstanding Receipts. Every Owner of a Receipt at the time any amendment so
becomes effective shall be deemed, by continuing to hold such Receipt, to
consent and agree to such amendment and to be bound by the Deposit Agreement as
amended thereby. In no event shall any amendment impair the right of the Owner
of any Receipt to surrender such Receipt and receive therefor the Deposited
Securities represented thereby except in order to comply with mandatory
provisions of applicable law.

       

      22.        TERMINATION
OF DEPOSIT AGREEMENT

       

      The
Depositary at any time at the direction of the Company shall terminate the
Deposit Agreement by mailing notice of such termination to the Owners of all
Receipts then outstanding at least 30 days prior to the date fixed in such
notice for such termination. The Depositary may likewise terminate the Deposit
Agreement by mailing notice of such termination to the Company and the Owners of
all Receipts then outstanding if at any time 90 days shall have expired after
the Depositary shall have delivered to the Company a written notice of its
election to resign and a successor depositary shall not have been appointed and
accepted its appointment as provided in the Deposit Agreement. On and after the
date of termination, the Owner of a Receipt will, upon (a) surrender of such
Receipt at the Corporate Trust Office of the Depositary, (b) payment of the fee
of the Depositary for the surrender of Receipts referred to in ‎Section
2.05 of the Deposit Agreement, and (c) payment of any applicable taxes or
governmental charges, be entitled to delivery, to him or upon his order, of the
amount of Deposited 

       

      
        
          
          

        

        
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      Securities
represented by the American Depositary Shares evidenced by such Receipt. If any
Receipts shall remain outstanding after the date of termination, the Depositary
thereafter shall discontinue the registration of transfers of Receipts, shall
suspend the distribution of dividends to the Owners thereof, and shall not give
any further notices or perform any further acts under the Deposit Agreement,
except that the Depositary shall continue to collect dividends and other
distributions pertaining to Deposited Securities, shall sell rights as provided
in the Deposit Agreement, and shall continue to deliver Deposited Securities,
together with any dividends or other distributions received with respect thereto
and the net proceeds of the sale of any rights or other property, in exchange
for Receipts surrendered to the Depositary (after deducting, in each case, the
fee of the Depositary for the surrender of a Receipt, any expenses for the
account of the Owner of such Receipt in accordance with the terms and conditions
of the Deposit Agreement, and any applicable taxes or governmental charges). At
any time after the expiration of one year from the date of termination, the
Depositary may sell the Deposited Securities then held under the Deposit
Agreement and may thereafter hold uninvested the net proceeds of any such sale,
together with any other cash then held by it thereunder, unsegregated and
without liability for interest, for the pro rata benefit of the Owners of
Receipts which have not theretofore been surrendered, such Owners thereupon
becoming general creditors of the Depositary with respect to such net proceeds.
After making such sale, the Depositary shall be discharged from all obligations
under the Deposit Agreement, except to account for such net proceeds and other
cash (after deducting, in each case, the fee of the Depositary for the surrender
of a Receipt, any expenses for the account of the Owner of such Receipt in
accordance with the terms and conditions of the Deposit Agreement, and any
applicable taxes or governmental charges). Upon the termination of the Deposit
Agreement, the Company shall be discharged from all obligations under the
Deposit Agreement except for its obligations to the Depositary with respect to
indemnification, charges, and expenses.

       

      23.        DISCLOSURE
OF INTERESTS

       

      The
Company may from time to time request Owners to provide information as to the
capacity in which such Owners own or owned Receipts and regarding the identity
of any other persons then or previously interested in such Receipts and the
nature of such interest. Each Owner agrees to provide any such information to
the Company or the Depositary.

       

      A-16