EX-4.1



 






Exhibit 4.1















BANCO MACRO BANSUD S.A.




AND




THE BANK OF NEW YORK




As Depositary




AND




OWNERS AND HOLDERS OF AMERICAN DEPOSITARY RECEIPTS




Deposit Agreement




Dated as of                     , 2006



 

 








 









 








DEPOSIT AGREEMENT




          DEPOSIT AGREEMENT dated as of                     , 2006, among BANCO MACRO BANSUD S.A.,
incorporated under the laws of Argentina (herein called the Issuer), THE BANK OF NEW YORK, a New
York banking corporation (herein called the Depositary), and all Owners and holders from time to
time of American Depositary Receipts issued hereunder.




W I T N E S S E T H :




          WHEREAS, the Issuer desires to provide, as hereinafter set forth in this Deposit Agreement,
for the deposit of Shares (as hereinafter defined) of the Issuer 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 1.1 American Depositary Shares.



          The term “American Depositary Shares” shall mean the securities representing the interests in
the Deposited Securities (as hereinafter defined) and evidenced by the Receipts issued hereunder.
Each American Depositary Share shall represent the number of Shares specified in Exhibit A annexed
hereto, until there shall occur a distribution upon Deposited Securities covered by Section 4.3 or
a change in Deposited Securities covered by Section 4.8 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 1.2 Bylaws.



          The term “Bylaws” shall mean the bylaws of the Issuer, as the same may be amended from time to
time.




          SECTION 1.3 Business Day




          The term “Business Day” shall mean any day that is not a Saturday, Sunday, or other day on
which banks are required or authorized by law to be closed in the City of New York.




     SECTION 1.4 Commission.



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




     SECTION 1.5 Custodian.



          The term “Custodian” shall mean the Buenos Aires office of Banco Rio De La Plata 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
5.5, as substitute or additional custodian or custodians hereunder, as the context shall require
and shall also mean all of them collectively.




     SECTION 1.6 Deposit Agreement.



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




     SECTION 1.7 deposit, deliver, execute, issue, register, surrender, transfer, withdraw or
cancel.



          The terms “deposit”, “deliver”, “execute”, “issue”, “register”, “surrender”, “transfer”,
“withdraw” or “cancel”, when used with respect to Shares, shall refer, where the context requires,
to an entry or entries or an electronic transfer or transfers in an account or accounts maintained
by institutions authorized under Argentine law to effect transfers of securities and not to the
physical transfer of certificates representing the Shares.




     SECTION 1.8 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


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Depositary which at the date of this Agreement is 101 Barclay Street, New York, New York
10286.




     SECTION 1.9 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, subject as to cash to the provisions of Section 4.5.




     SECTION 1.10 Dollars.



          The term “Dollars” shall mean United States dollars.




     SECTION 1.11 Foreign Registrar.



          The term “Foreign Registrar” shall mean the entity that 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 Issuer for the transfer and registration of Shares.




     SECTION 1.12 Issuer.



          The term “Issuer” shall mean Banco Macro Bansud S.A., incorporated under the laws of
Argentina, and its successors.




     SECTION 1.13 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 1.14 Receipts.



          The term “Receipts” shall mean the American Depositary Receipts issued hereunder evidencing
American Depositary Shares.




     SECTION 1.15 Registrar.



          The term “Registrar” shall mean 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.




     SECTION 1.16 Restricted Securities.



          The term “Restricted Securities” shall mean Shares, or American Depositary Shares representing
Shares, that are acquired directly or indirectly from the


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Issuer or its affiliates (as defined in Rule 144 under the Securities Act of 1933) in a
transaction or chain of transactions not involving any public offering, or which are subject to
resale limitations under Regulation D under that Act or both, or which are held by an officer,
director (or persons performing similar functions) or other affiliate of the Issuer, or which would
require registration under the Securities Act in connection with the offer and sale thereof in the
United States, or which are subject to other restrictions on sale or deposit under the laws of the
United States or Argentina, or under a shareholder agreement or the Bylaws of the Issuer.




     SECTION 1.17 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 1.18 Shares.



          The term “Shares” shall mean the Class B shares in registered form of the Issuer, 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, provided
however, that if there shall occur any change in par value, a split-up or consolidation or any
other reclassification or, upon the occurrence of an event described in Section 4.8, an exchange or
conversion in respect of the Shares, the term “Shares” shall thereafter mean the successor
securities resulting from such change in par value, split-up or consolidation or such other
reclassification or such exchange or conversion.





			
	ARTICLE 2.	 	FORM OF RECEIPTS, DEPOSIT OF SHARES, EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS





     SECTION 2.1 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 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


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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 may 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 or required to comply with any applicable law or regulations thereunder
or with the rules and regulations of any securities exchange upon which American Depositary Shares
may be listed 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 under the laws of New York;
provided, however, that 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 Issuer 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 2.2 Deposit of Shares.



          Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to
receive Shares may be deposited by delivery thereof to any Custodian hereunder, accompanied by any
appropriate instrument or instruments of transfer, or endorsement, in form satisfactory to the
Custodian, together with all such certifications as may be required by the Depositary or the
Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary
requires, together with a written order directing the Depositary to execute and deliver to, or upon
the written order of, the person or persons stated in such order, a Receipt or Receipts for the
number of American Depositary Shares representing such deposit.




          No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the
Depositary that any necessary approval has been granted by any governmental body in Argentina which
is then performing the function of the regulation of currency exchange. If required by the
Depositary, and if applicable, Shares presented for deposit at any time, whether or not the transfer books of the
Issuer 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,


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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 specified above, such Custodian shall, as soon as
transfer and recordation can be accomplished, present such certificate or certificates to the
Issuer 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.




          Deposited Securities shall be held by the Depositary or by a Custodian for the account and to
the order of the Depositary or at such other place or places as the Depositary shall determine.




     SECTION 2.3 Execution and Delivery of Receipts.



          Upon receipt by any Custodian of any deposit pursuant to Section 2.2 hereunder (and in
addition, if the transfer books of the Issuer or the Foreign Registrar, if applicable, are open,
the Depositary may in its sole discretion require a proper acknowledgment or other evidence from
the Issuer that any Deposited Securities have been recorded upon the books of the Issuer 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 specified above, 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 and expenses of the Depositary for the execution and delivery of such
Receipt or Receipts as provided in Section 5.9, and of all taxes and governmental charges and fees
payable in connection with such deposit and the transfer of the Deposited Securities.




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     SECTION 2.4 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. 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 2.5 Surrender of Receipts and Withdrawal of Shares.



          Upon surrender at the Corporate Trust Office of the Depositary of a Receipt for the 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 5.9 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 delivery of (a) 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 (b) 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 for such purposes may be required by the Depositary to be properly
endorsed in blank or accompanied by proper instruments of


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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
office of such Custodian, subject to Sections 2.6, 3.1 and 3.2 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, 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 written 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, if applicable,
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.




     SECTION 2.6 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 2.6.




          The delivery of Receipts against deposit of Shares generally or against deposit 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 Issuer at any time or from time to time because of any
requirement of law or of any


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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.
Notwithstanding anything to the contrary in this Deposit Agreement, 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 Issuer 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 required to be registered under the provisions of the Securities
Act of 1933, unless a registration statement is in effect as to such Shares.




     SECTION 2.7 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 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 2.8 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 2.9 Pre-Release of Receipts.



          Notwithstanding Section 2.3 hereof, the Depositary may execute and deliver Receipts prior to
the receipt of Shares pursuant to Section 2.2 (a “Pre-Release”). The Depositary may, pursuant to
Section 2.5, 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 or Shares 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 such other collateral as the
Depositary deems appropriate, (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


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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; 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.





			
	ARTICLE 3.	 	CERTAIN OBLIGATIONS OF OWNERS AND HOLDERS OF RECEIPTS





     SECTION 3.1 Filing Proofs, Certificates and Other Information.



          Any person presenting Shares for deposit or any Owner or holder 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, or such information relating to the registration on the books
of the Issuer or the Foreign Registrar, if applicable, to execute such certificates and to make
such representations and warranties, as the Depositary may deem necessary or proper. The
Depositary may 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.




     SECTION 3.2 Liability of Owner for Taxes.



          If any tax or other governmental charge shall become payable by the Custodian or the
Depositary with respect to any Receipt or any Deposited Securities represented by any 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, 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 3.3 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, if applicable, are validly
issued, fully paid, nonassessable and free of any preemptive rights


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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 the deposit of such
Shares and the sale of Receipts evidencing American Depositary Shares representing such Shares by
that person are not restricted under the Securities Act of 1933. Such representations and
warranties shall survive the deposit of Shares and issuance of Receipts.




			
	ARTICLE 4.	 	THE DEPOSITED SECURITIES






     SECTION 4.1 Cash Distributions.



          Whenever the Depositary shall receive any cash dividend or other cash distribution on any
Deposited Securities, the Depositary shall, subject to the provisions
of Section 4.5, convert, as promptly as practicable, such
dividend or distribution into Dollars and shall distribute the amount thus received (net of the
fees and expenses of the Depositary as provided in Section 5.9) 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 Issuer 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, 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
Issuer 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 Issuer or its agent such
information from its records as the Issuer may reasonably request to enable the Issuer or its agent
to file necessary reports with governmental agencies, and the Depositary or the Issuer or its agent
may file any such reports necessary to obtain benefits under the applicable tax treaties for the
Owners of Receipts.




     SECTION 4.2 Distributions Other Than Cash, Shares or Rights.



          Subject to the provisions of Sections 4.11 and 5.9, whenever the Depositary shall receive any
distribution other than a distribution described in Section 4.1, 4.3 or 4.4, the Depositary shall
cause, as promptly as practicable, the securities or property received by it to be distributed to the Owners entitled thereto,
after deduction or upon payment of any fees and expenses of the Depositary or any taxes or other
governmental charges, in proportion to the number of 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 Issuer or the Depositary withhold an amount on account of taxes or


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other governmental charges or that such securities must be registered under the Securities Act of
1933 in order to be distributed to Owners or holders) 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 (net of the fees and expenses of the Depositary as provided in Section 5.9) shall be
distributed by the Depositary to the Owners entitled thereto, all in the manner and subject to the
conditions described in Section 4.1. The Depositary may sell, by public or private sale, an amount
of securities or other property it would otherwise distribute under this Section 4.02 that is
sufficient to pay its fees and expenses in respect of that distribution.




     SECTION 4.3 Distributions in Shares.



          If any distribution upon any Deposited Securities consists of a dividend in, or free
distribution of, Shares, the Depositary may 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 after deduction or upon 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 and expenses of the Depositary as provided in Section 5.9 (and the
Depositary may sell, by public or private sale, an amount of the Shares received sufficient to pay
its fees and expenses in respect of that distribution). The Depositary may withhold any such
distribution of Receipts if it has not received satisfactory assurances from the Issuer that such
distribution does not require registration under the Securities Act of 1933 or is exempt from
registration under the provisions of such Act. 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 4.1. No
distribution to Owners pursuant to this Section 4.3 shall be
unreasonably delayed by any action of the Depositary or any of its
agents. 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.




     SECTION 4.4 Rights.



          In the event that the Issuer 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 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


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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 reasonable discretion that it is lawful and feasible
to make such rights available to all or certain Owners but not to other Owners, the Depositary may
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 Issuer to the Depositary that (a) the
Issuer has elected in its sole discretion to permit such rights to be exercised and (b) such Owner
has executed such documents as the Issuer 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 from such Owner 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 and expenses 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 Issuer 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 2.2 of this Deposit Agreement, and shall, pursuant to Section 2.3 of this Deposit
Agreement, execute and deliver Receipts to such Owner. In the case of a distribution pursuant to
the second paragraph of this section, such Receipts 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 reasonable discretion 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 and expenses of the Depositary as provided in Section 5.9 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 practical basis without regard to


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any distinctions among such Owners because of exchange restrictions or the date of delivery of
any Receipt or otherwise.




          The Depositary will not offer rights to Owners unless both the rights and the securities to
which such rights relate are either exempt from registration under the Securities Act of 1933 with
respect to a distribution to all Owners or are registered under the provisions of such Act;
provided, that nothing in this Deposit Agreement shall create any obligation on the part of
the Issuer to file a registration statement with respect to such rights or underlying securities or
to endeavor to have such a registration statement declared effective. If an Owner of Receipts
requests the distribution of warrants or other instruments, notwithstanding that there has been no
such registration under the Securities Act of 1933, the Depositary shall not effect such
distribution unless it has received an opinion from recognized counsel in the United States for the
Issuer upon which the Depositary may rely that such distribution to such Owner is exempt from such
registration.




          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 4.5 Conversion of Foreign Currency.



          Whenever the Depositary or the Custodian 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 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 Owners on account of exchange restrictions, the date of delivery of any Receipt
or otherwise and shall be net of any expenses of conversion into Dollars incurred by the Depositary
as provided in Section 5.9.




          If such conversion or distribution can be effected only with the approval or license of any
government or agency thereof, the Depositary shall file such application for approval or license,
if any, as it may deem desirable.




          If at any time the Depositary shall determine that in its judgment any foreign currency
received by the Depositary or the Custodian 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


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denied or
in the reasonable 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 4.6 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 the Depositary shall receive notice of any meeting of holders of Shares or
other 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
find it necessary or convenient, the Depositary shall fix a record date (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, (ii) entitled to give instructions for the exercise of voting rights
at any such meeting or (iii) responsible for any fee assessed by the Depositary pursuant to this
Deposit Agreement, or (b) on or after which each American Depositary Share will represent the
changed number of Shares. Subject to the provisions of Sections 4.1 through 4.5 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 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 4.7 Voting of Deposited Securities.



          Upon receipt from the Issuer of notice of any meeting of holders of Shares or other Deposited
Securities, if requested in writing by the Issuer, the Depositary shall, as soon as practicable
thereafter, mail to the Owners a notice, the form of which notice shall be in the sole discretion
of the Depositary, which shall contain (a) such information as is contained in such notice of
meeting received by the Depositary from the Issuer, (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 the
laws of Argentina and of the Bylaws of the Issuer, to instruct the Depositary as to the exercise of
the voting rights, if any,


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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, including an express indication that such instructions may be given or
deemed given in accordance with the last sentence of this paragraph if no instruction is received,
to the Depositary to give a discretionary proxy to a person designated by the Issuer. 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 evidenced by such Receipt in accordance with the instructions set forth in such
request. The Depositary shall not vote or attempt to exercise the right to vote that attaches to
the Shares or other Deposited Securities, other than in accordance with such instructions or deemed
instructions. If no instructions are received by the Depositary from any Owner with respect to any
of the Deposited Securities represented by the American Depositary Shares evidenced by such Owner’s
Receipts on or before the date established by the Depositary for such purpose, the Depositary shall
deem such Owner to have instructed the Depositary to give a discretionary proxy to a person
designated by the Issuer with respect to such Deposited Securities and the Depositary shall give a
discretionary proxy to a person designated by the Issuer to vote such Deposited Securities,
provided, however, that if the Depositary is advised that it is not permitted
pursuant to Argentine law or regulations to issue more than one proxy, then the Depositary shall
vote or cause to be voted the Deposited Securities for which no instructions shall have been
received in accordance with the written instructions of a person designated by the Issuer,
provided further, that no such instruction shall be deemed given and no such
discretionary proxy shall be given with respect to any matter as to which the Issuer informs the
Depositary (and the Issuer agrees to provide such information as promptly as practicable in
writing) that (x) the Issuer does not wish such proxy given, (y) substantial opposition exists or
(z) such matter materially and adversely affects the rights of holders of Shares.




          There can be no assurance that Owners generally or any Owner in particular will receive the
notice described in the preceding paragraph sufficiently prior to the instruction date to ensure
that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions
set forth in the preceding paragraph.




     SECTION 4.8 Changes Affecting Deposited Securities.



          In
circumstances where the provisions of Section 4.3 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 Issuer or to which it is a party, or upon the
redemption or cancellation by the Issuer of the Deposited Securities, any securities, cash or
property which shall be received by the Depositary or a Custodian in exchange for, in conversion
of, in lieu of or in respect of Deposited Securities, shall be treated as new Deposited Securities
under this Deposit


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Agreement, and American Depositary Shares shall thenceforth represent, in addition to the
existing Deposited Securities, the right to receive the new Deposited Securities so received,
unless additional Receipts are delivered pursuant to the following sentence. In any such case the
Depositary may 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 4.9 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 Issuer 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 Issuer. The Depositary
shall also, upon written request, send to the Owners copies of such reports when furnished by the
Issuer pursuant to Section 5.6. Any such reports and communications, including any such proxy
soliciting material, furnished to the Depositary by the Issuer 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 Issuer, the Depositary shall, at the expense of the Issuer,
furnish to it a list, as of a recent date, of the names, addresses and holdings of American
Depositary Shares 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 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. The Depositary will
forward to the Issuer or its agent such information from its records
as the Issuer may reasonably request to enable the Issuer or its agent
to file necessary reports with governmental agencies, and the
Depositary or the Issuer or their agents may file any such reports
necessary to obtain benefits under the applicable tax treaties for
the Owners of Receipts.




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	ARTICLE 5.	 	THE DEPOSITARY, THE CUSTODIANS AND THE ISSUER






     SECTION 5.1 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, at its Corporate Trust Office, 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 business of the Issuer or a matter related
to this Deposit Agreement or the Receipts.




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




          If any Receipts or the American Depositary Shares evidenced thereby are listed on one or more
stock exchanges in the United States, 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.




     SECTION 5.2 Prevention or Delay in Performance by the Depositary or the Issuer.



          Neither the Depositary nor the Issuer nor any of their respective directors, employees, agents
or affiliates shall incur any liability to any Owner or holder of any Receipt, (i) if by reason of
any provision of any present or future law or regulation of the United States 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 Bylaws of the Issuer, or by reason of any provision of any securities
issued or distributed by the Issuer, or any offering or distribution thereof, or by reason of any
act of God or war or terrorism or other circumstances beyond its control, the Depositary or the
Issuer 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 or Deposited Securities it is provided shall be done or performed, (ii) 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, (iii) by reason
of any exercise of, or failure to exercise, any discretion provided for in this Deposit Agreement,
(iv) for the inability of any Owner or holder to benefit from any distribution, offering, right or
other benefit which is made available to holders of Deposited Securities but is not, under the
terms of this Deposit Agreement,


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made available to Owners or holders, or (v) for any special, consequential or punitive damages
for any breach of the terms of this Deposit Agreement. Where, by the terms of a distribution
pursuant to Section 4.1, 4.2, or 4.3 of the Deposit Agreement, or an offering or distribution
pursuant to Section 4.4 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 of 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.




     SECTION 5.3 Obligations of the Depositary, the Custodian and the Issuer.



          The Issuer assumes no obligation nor shall it be subject to any liability under this Deposit
Agreement to Owners or holders, 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 (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 Issuer 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 on behalf of any Owner or holder or any person.




          Neither the Depositary nor the Issuer 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.




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




     SECTION 5.4 Resignation and Removal of the Depositary.



          The Depositary may at any time resign as Depositary hereunder by written notice of its
election so to do delivered to the Issuer, 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 Issuer by 120 days prior written notice of
such removal, to become effective upon the later of (i) the 120th day after delivery of the notice
to the Depositary and (ii) 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 Issuer
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 Issuer 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 Issuer 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. 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 5.5 The Custodians.



          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. If upon such resignation there
shall be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice,
appoint a substitute custodian or custodians, each of which shall thereafter be a Custodian
hereunder. The Depositary in its discretion may appoint a substitute or additional custodian or
custodians, each of which shall thereafter be one of the Custodians hereunder. Upon demand of the
Depositary any Custodian shall deliver such of the Deposited Securities held by it as are


-20-









 







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,
forthwith upon its appointment, an acceptance of such appointment satisfactory in form and
substance to the Depositary.




          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 5.6 Notices and Reports.



          On or before the first date on which the Issuer 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 Issuer agrees to transmit to the Depositary and the Custodian a copy of
the notice thereof in the form given or to be given to holders of Shares or other Deposited
Securities.




          The Issuer 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
Issuer to the Depositary and the Custodian of such notices and any other reports and communications
which are made generally available by the Issuer to holders of its Shares. If requested in writing
by the Issuer, the Depositary will arrange for the mailing, as
promptly as practicable, at the Issuer’s expense, of copies of
such notices, reports and communications to all Owners. The Issuer 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 5.7 Distribution of Additional Shares, Rights, etc.



          The Issuer 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 Issuer will promptly furnish to the
Depositary a written opinion from U.S. counsel for the Issuer, which counsel shall be satisfactory
to the Depositary, stating whether or not the Distribution requires a Registration Statement under
the Securities Act of 1933 to be in effect prior to making such Distribution available to Owners
entitled thereto. If in the opinion of such counsel
a Registration Statement is required, such counsel shall furnish to the Depositary a written
opinion as to whether or not there is a Registration Statement in effect which will cover such
Distribution.





-21-










 






          The Issuer agrees with the Depositary that neither the Issuer nor any company controlled by,
controlling or under common control with the Issuer will at any time deposit any Shares, either
originally issued or previously issued and reacquired by the Issuer or any such affiliate, unless a
Registration Statement is in effect as to such Shares under the Securities Act of 1933.




     SECTION 5.8 Indemnification.



          The Issuer agrees to indemnify the Depositary, its directors, employees, agents and affiliates
and any Custodian against, and hold each of them harmless from, any liability or expense
(including, but not limited to any fees and expenses incurred in seeking, enforcing or collecting
such indemnity and the fees and expenses of counsel) which may arise out of any registration with
the Commission of Receipts, American Depositary Shares or Deposited Securities or the offer or sale
thereof in the United States or out of acts performed or omitted, pursuant to the provisions of or
in connection with this 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 or their respective
directors, employees, agents and affiliates, except for any liability or expense arising out of the
negligence or bad faith of either of them, or (ii) by the Issuer or any of its directors,
employees, agents and affiliates.




          The Depositary agrees to indemnify the Issuer, its directors, employees, agents and affiliates
and hold them harmless from any liability or expense 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.




     SECTION 5.9 Charges of Depositary.



          The Issuer 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 Issuer from time to time. The Depositary shall present its
statement for such charges and expenses to the Issuer at least 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 Issuer or an exchange of stock
regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section
4.3), or by Owners, as 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 Issuer or Foreign Registrar and applicable to transfers of Shares to or
from 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




-22-









 




transmission expenses as are expressly provided in this Deposit Agreement, (4) such expenses
as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.5,
(5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the
execution and delivery of Receipts pursuant to Section 2.3, 4.3 or 4.4 and the surrender of
Receipts pursuant to Section 2.5 or 6.2, (6) to the extent permitted by the exchange on which the
American Depositary Shares may be listed for trading, a fee of $.02 or less per American Depositary
Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement,
including, but not limited to Sections 4.1 through 4.4 hereof, (7) a fee for the distribution of
securities pursuant to Section 4.2, such fee being in an amount equal to the fee for the execution
and delivery of American Depositary Shares referred to above which would have been charged as a
result of the deposit of such securities (for purposes of this clause 7 treating all such
securities as if they were Shares) but which securities are instead distributed by the Depositary
to Owners, and (8) any other charge payable by the Depositary, any of the Depositary’s agents,
including the Custodian, or the agents of the Depositary’s agents in connection with the servicing
of Shares or other Deposited Securities (which charge shall be assessed against Owners as of the
date or dates set by the Depositary in accordance with Section 4.6 and shall be payable at the sole
discretion of the Depositary by billing such Owners for such charge or by deducting such charge
from one or more cash dividends or other cash distributions).




          The Depositary, subject to Section 2.9 hereof, may own and deal in any class of securities of
the Issuer 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 Issuer requests that such papers be retained for a
longer period or turned over to the Issuer or to a successor depositary.




     SECTION 5.11 Exclusivity.



          The Issuer agrees not to appoint any other depositary for issuance of American Depositary
Receipts so long as The Bank of New York is acting as Depositary hereunder.




     SECTION 5.12 List of Restricted Securities Owners.



          From time to time, the Issuer shall provide to the Depositary a list setting forth, to the
actual knowledge of the Issuer, those persons or entities who beneficially own Restricted
Securities and the Issuer shall update that list on a regular basis. The Issuer 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




-23-









 




such a list or update but shall not be liable for any action or omission made in reliance
thereon.





			
	ARTICLE 6.	 	AMENDMENT AND TERMINATION






     SECTION 6.1 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 Issuer and the Depositary without the consent of
Owners or holders of Receipts 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
thirty 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 6.2 Termination.



          The Depositary shall, at any time at the direction of the Issuer, terminate this Deposit
Agreement by mailing notice of such termination to the Owners of all Receipts then outstanding at
least 60 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 Issuer and
the Owners of all Receipts then outstanding at least 30 days prior to the date of termination, if
at any time 30 days shall have expired after the Depositary shall have delivered to the Issuer 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 5.4. 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 2.5, 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 and other property as provided in this Deposit Agreement, and shall




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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 this Deposit Agreement, and any applicable
taxes or governmental charges). At any time after the expiration of four months 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). Upon the termination of this Deposit Agreement, the Issuer shall be discharged from all
obligations under this Deposit Agreement except for its obligations to the Depositary under
Sections 5.8 and 5.9 hereof.





			
	ARTICLE 7.	 	MISCELLANEOUS






     SECTION 7.1 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 or holder of a Receipt during business hours.




     SECTION 7.2 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 7.3 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.




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     SECTION 7.4 Owners and Holders as Parties; Binding Effect.



          The Owners and holders 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.




     SECTION 7.5 Notices.



          Any and all notices to be given to the Issuer 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 Banco Macro Bansud S.A., Sarmiento 447, 1041 Buenos
Aires, Argentina, Attention: Roberto Julio Eilbaum, or any other place to which the Issuer 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 letter, addressed to The Bank of New York, 101 Barclay Street, New York, New York
10286, 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 effected 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 letter box. The Depositary or the Issuer 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 7.6 Submission to Jurisdiction; Appointment of Agent for Service of Process.



          The Issuer hereby (i) irrevocably designates and appoints CT Corporation System, 111 Eighth
Avenue, New York, New York 10011, in the State of New York, as the Issuer’s authorized agent upon
which process may be served in any suit or proceeding arising out of or relating to the Shares or
Deposited Securities, the American Depositary Shares, the Receipts or this Agreement, (ii) consents
and submits to the jurisdiction of any state or federal court in the State of New York in which any
such suit or proceeding may be instituted, and (iii) agrees that service of process upon said
authorized agent shall




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be deemed in every respect effective service of process upon the Issuer in any such suit or
proceeding. The Issuer agrees to deliver, upon the execution and delivery of this Deposit
Agreement, a written acceptance by such agent of its appointment as such agent. The Issuer further
agrees to take any and all action, including the filing of any and all such documents and
instruments, as may be necessary to continue such designation and appointment in full force and
effect for so long as any American Depositary Shares or Receipts remain outstanding or this
Agreement remains in force. In the event the Issuer fails to continue such designation and
appointment in full force and effect, the Issuer hereby waives personal service of process upon it
and consents that any such service of process may be made by certified or registered mail, return
receipt requested, directed to the Issuer at its address last specified for notices hereunder, and
service so made shall be deemed completed five (5) days after the same shall have been so mailed.




     SECTION 7.7 Compliance with U.S. Securities Laws.



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




     SECTION 7.8 Waiver of Immunities.



          To the extent that the Issuer or any of its properties, assets or revenues may have or may
hereafter become entitled to, or have attributed to it, any right of immunity, on the grounds of
sovereignty or otherwise, from any legal action, suit or proceeding, from the giving of any relief
in any respect thereof, from setoff or counterclaim, from the jurisdiction of any court, from
service of process, from attachment upon or prior to judgment, from attachment in aid of execution
or judgment, or from execution of judgment, or other legal process or proceeding for the giving of
any relief or for the enforcement of any judgment, in any jurisdiction in which proceedings may at
any time be commenced, with respect to its obligations, liabilities or any other matter under or
arising out of or in connection with the Shares or Deposited Securities, the American Depositary
Shares, the Receipts or this Agreement, the Issuer, to the fullest extent permitted by law, hereby
irrevocably and unconditionally waives, and agrees not to plead or claim, any such immunity and
consents to such relief and enforcement.




     SECTION 7.9 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.




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          IN WITNESS WHEREOF, BANCO MACRO BANSUD S.A. and THE BANK OF NEW YORK have duly executed this
Deposit Agreement as of the day and 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.




	 	 	 	 	 
	 	BANCO MACRO BANSUD S.A.

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	THE BANK OF NEW
YORK,
    as Depositary

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




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EXHIBIT A




	 	 	 
	 

	 	AMERICAN DEPOSITARY SHARES
	 

	 	(Each American Depositary
	 

	 	Share represents ten (10) deposited Shares)






THE BANK OF NEW YORK

AMERICAN DEPOSITARY RECEIPT

FOR CLASS B SHARES OF

THE PAR VALUE OF Ps 1 EACH OF

BANCO MACRO BANSUD S.A.

(INCORPORATED UNDER THE LAWS 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 B shares (herein called “Shares”) of BANCO MACRO BANSUD S.A.,
incorporated under the laws of Argentina (herein called the “Company”). At the date hereof, each
American Depositary Share represents ten (10) Shares deposited or subject to deposit under the
Deposit Agreement (as such term is hereinafter defined) at the Buenos Aires office of Banco Rio De
La Plata S.A (herein called 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 One
Wall Street, New York, N.Y. 10286.




THE DEPOSITARY’S CORPORATE TRUST OFFICE ADDRESS IS

101 BARCLAY STREET, NEW YORK, N.Y. 10286




 









 








1. 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
_________, 2006 (herein called the “Deposit Agreement”), by and among the Company, the
Depositary, and all Owners and holders 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 and holders 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 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.



2. 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 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.



3. 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 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 deposit of Shares generally or against deposit 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 to the contrary in the Deposit Agreement or this
Receipt, 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 the Deposit Agreement any Shares required
to be registered under the provisions of the Securities Act of 1933, unless a registration
statement is in effect as to such Shares.



4. 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, or may sell for the account of the Owner hereof any part or all of the Deposited
Securities represented by the American Depositary Shares evidenced by this Receipt, and may apply such



-2-









 







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.



5. WARRANTIES ON DEPOSIT OF SHARES.




     Every person depositing Shares under the Deposit Agreement shall be deemed thereby to
represent and warrant that such Shares and each certificate therefor, if applicable, 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 the deposit of such Shares and the sale of Receipts
evidencing American Depositary Shares representing such Shares by that person are not restricted
under the Securities Act of 1933. Such representations and warranties shall survive the deposit of
Shares and issuance of Receipts.



6. FILING PROOFS, CERTIFICATES, AND OTHER INFORMATION.




     Any person presenting Shares for deposit or any Owner or holder 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, 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 may deem necessary or proper. The
Depositary may 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. No Share shall be accepted for deposit
unless accompanied by evidence satisfactory to the Depositary that any necessary approval has been
granted by any governmental body in Argentina which is then performing the function of the
regulation of currency exchange.



7. 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 at least 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 4.3 of the Deposit Agreement), or by Owners,



-3-









 




as 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 or from 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 expenses as are
incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.5 of the
Deposit Agreement, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion
thereof) for the execution and delivery of Receipts pursuant to Section 2.3, 4.3 or 4.4 of the
Deposit Agreement and the surrender of Receipts pursuant to Section 2.5 or 6.2 of the Deposit
Agreement, (6) to the extent permitted by the exchange on which the American Depositary Shares may
be listed for trading, a fee of $.02 or less per American Depositary Share (or portion thereof) for
any cash distribution made pursuant to Sections 4.1 through 4.4 of the Deposit Agreement, (7) a fee
for the distribution of securities pursuant to Section 4.2 of the Deposit Agreement, such fee being
in an amount equal to the fee for the execution and delivery of American Depositary Shares referred
to above which would have been charged as a result of the deposit of such securities (for purposes
of this clause 7 treating all such securities as if they were Shares), but which securities are
instead distributed by the Depositary to Owners, and (8) any other charge payable by the
Depositary, any of the Depositary’s agents, including the Custodian, or the agents of the
Depositary’s agents in connection with the servicing of Shares or other Deposited Securities (which
charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance
with Section 4.6 of the Deposit Agreement and shall be payable at the sole discretion of the
Depositary by billing such Owners for such charge or by deducting such charge from one or more cash
dividends or other cash distributions).




     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.



8. PRE-RELEASE OF RECEIPTS.




     Notwithstanding Section 2.3 of the Deposit Agreement, the Depositary may execute and deliver
Receipts prior to the receipt of Shares pursuant to Section 2.2 of the Deposit Agreement (a
“Pre-Release”). The Depositary may, pursuant to Section 2.5 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 or Shares 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 such other collateral as the Depositary deems appropriate, (c)
terminable by the Depositary on not more than five (5) Business



-4-









 




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; 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.



9. TITLE TO RECEIPTS.




     It is a condition of this Receipt and every successive Owner and holder 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 under the laws of New York; provided,
however, that the 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 the Deposit Agreement to any holder of a Receipt unless such holder is the Owner
thereof.



10. 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 the Receipts shall have
been appointed and such Receipts are countersigned by the manual signature of a duly authorized
officer of the Registrar.



11. 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 Securities and Exchange Commission. Such
reports will be available for inspection and copying at the public reference facilities maintained
by the Commission located at 100 F Street, N.E., 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



-5-









 




such Deposited Securities by the Company. The Depositary will also, upon written request,
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, at its Corporate Trust Office, 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.



12. DIVIDENDS AND DISTRIBUTIONS.




     Whenever the Depositary receives any cash dividend or other cash distribution on any Deposited
Securities, the Depositary will, if at the time of receipt thereof any amounts received in a
foreign currency can in the judgment of the Depositary be converted on a reasonable basis into
United States dollars transferable to the United States, and subject to the Deposit Agreement,
convert such dividend or distribution into dollars and will
distribute, as promptly as practicable, the amount thus received
(net of the fees and expenses of the Depositary as provided in Article 7 hereof and Section 5.9 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, 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 5.9 of the Deposit Agreement, whenever the
Depositary receives any distribution other than a distribution described in Section 4.1, 4.3 or 4.4
of the Deposit Agreement, the Depositary will, as promptly as practicable, cause the securities or property received by it to be
distributed to the Owners entitled thereto, 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 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 (net of the fees and expenses of the Depositary as provided in Article 7 hereof and Section
5.9 of the Deposit Agreement) will be distributed by the Depositary to the Owners of Receipts
entitled thereto all in the manner and subject to the



-6-









 




conditions described in Section 4.1 of the Deposit Agreement. The Depositary may sell, by
public or private sale, an amount of securities or other property it would otherwise distribute
under Section 4.02 of the Deposit Agreement that is sufficient to pay its fees and expenses in
respect of that distribution.




     If any distribution consists of a dividend in, or free distribution of, Shares, the Depositary
may 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 deposit of Shares and after deduction or upon 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 and
expenses of the Depositary as provided in Article 7 hereof and Section 5.9 of the Deposit Agreement
(and the Depositary may sell, by public or private sale, an amount of the Shares received
sufficient to pay its fees and expenses in respect of that distribution). 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,
all in the manner and subject to the conditions described in Section 4.2 of the Deposit Agreement.
No distribution to Owners pursuant to Section 4.3 of the Deposit
Agreement shall be unreasonably delayed by any action of the
Depositary or any of its agents. 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.



     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 entitled thereto
in proportion to the number of American Depositary Shares held by
them respectively. 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
their agents may file any such reports necessary to obtain benefits
under the applicable tax treaties for the Owners of Receipts.



13. CONVERSION OF FOREIGN CURRENCY.




     Whenever the Depositary or the Custodian 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 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



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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
expenses of conversion into Dollars incurred by the Depositary as provided in Section 5.9 of the
Deposit Agreement.




     If such conversion or distribution can be effected only with the approval or license of any
government or agency thereof, the Depositary shall file such application for approval or license,
if any, as it may deem desirable.



     If at any time the Depositary shall determine that in its judgment any foreign currency
received by the Depositary or the Custodian 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
reasonable 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.



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 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 reasonable
discretion that it is lawful and feasible to make such rights available to all or certain Owners
but not to other Owners, the Depositary may 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.



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     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 under the Deposit Agreement, 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 from such Owner 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 and expenses 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 2.2 of the Deposit Agreement, and shall, pursuant to Section 2.3 of the Deposit Agreement,
execute and deliver Receipts to such Owner. In the case of a distribution pursuant to the second
paragraph of this Article 13, such Receipts 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 reasonable discretion 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 and expenses of the Depositary as provided in Section 5.9 of 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.



     The Depositary will not offer rights to Owners unless both the rights and the securities to
which such rights relate are either exempt from registration under the Securities Act of 1933 with
respect to a distribution to all Owners or are registered under the provisions of such Act;
provided, that nothing in the Deposit Agreement shall create, any obligation on the part of
the Company to file a registration statement with respect to such rights or underlying securities
or to endeavor to have such a registration statement declared effective. If an Owner of Receipts
requests the distribution of warrants or other



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instruments, notwithstanding that there has been no such registration under the Securities Act
of 1933, the Depositary shall not effect such distribution unless it has received an opinion from
recognized counsel in the United States for the Company upon which the Depositary may rely that
such distribution to such Owner is exempt from such registration.




     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. 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 the Depositary shall receive notice of any meeting of holders of Shares or
other 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
find it necessary or convenient, the Depositary shall fix a record date (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, (ii) entitled to give instructions for the exercise
of voting rights at any such meeting, or (iii) responsible for any fee assessed by the Depositary
pursuant to the Deposit Agreement, 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.



16. VOTING OF DEPOSITED SECURITIES.




     Upon receipt from the Company of notice of any meeting of holders of Shares or other Deposited
Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable
thereafter, mail to the Owners of Receipts a notice, the form of which notice shall be in the sole
discretion of the Depositary, 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 law and of the Bylaws of the Company, 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 or deemed given in accordance with the last sentence
of this paragraph if no instruction is received, to the Depositary to give a discretionary proxy to
a person designated by the Company. 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 such American Depositary Shares evidenced by such
Receipt in accordance with the



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instructions set forth in such request. The Depositary shall not vote or attempt to exercise
the right to vote that attaches to the Shares or other Deposited Securities, other than in
accordance with such instructions or deemed instructions. If no instructions are received by the
Depositary from any Owner with respect to any of the Deposited Securities represented by the
American Depositary Shares evidenced by such Owner’s Receipts on or before the date established by
the Depositary for such purpose, the Depositary shall deem such Owner to have instructed the
Depositary to give a discretionary proxy to a person designated by the Company with respect to such
Deposited Securities and the Depositary shall give a discretionary proxy to a person designated by
the Company to vote such Deposited Securities, provided, however, that if the
Depositary is advised that it is not permitted pursuant to Argentine law or regulations to issue
more than one proxy, then the Depositary shall vote or cause to be voted the Deposited Securities
for which no instructions shall have been received in accordance with the written instructions of a
person designated by the Company, provided further, that no such instruction shall
be deemed given and no such discretionary proxy shall be given with respect to any matter as to
which the Company informs the Depositary (and the Company agrees to provide such information as
promptly as practicable in writing) that (x) the Company does not wish such proxy given, (y)
substantial opposition exists or (z) such matter materially and adversely affects the rights of
holders of Shares.




     There can be no assurance that Owners generally or any Owner in particular will receive the
notice described in the preceding paragraph sufficiently prior to the instruction date to ensure
that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions
set forth in the preceding paragraph.



17. CHANGES AFFECTING DEPOSITED SECURITIES.




     In
circumstances where the provisions of Section 4.3 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, or upon the
redemption or cancellation by the Company of the Deposited Securities, any securities, cash or
property which shall be received by the Depositary or a Custodian in exchange for, in conversion
of, in lieu 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 to the existing Deposited Securities, the right to receive the new Deposited Securities so
received, unless additional Receipts are delivered pursuant to the following sentence. In any such
case the Depositary may 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.



18. LIABILITY OF THE COMPANY AND DEPOSITARY.




     Neither the Depositary nor the Company nor any of their respective directors, employees,
agents or affiliates shall incur any liability to any Owner or holder of any



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Receipt, (i) if by reason of any provision of any present or future law or regulation of the
United States or any other country, or of any governmental or regulatory authority, or by reason of
any provision, present or future, of the Bylaws of the Company, or by reason of any provision of
any securities issued or distributed by the Company, or any offering or distribution thereof, or by
reason of any act of God or war or terrorism 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 or Deposited Securities it is provided shall be done or performed, (ii) 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, (iii) by
reason of any exercise of, or failure to exercise, any discretion provided for in the Deposit
Agreement, (iv) for the inability of any Owner or holder to benefit from any distribution,
offering, right or other benefit which is made available to holders of Deposited Securities but is
not, under the terms of the Deposit Agreement, made available to Owners or holders, or (v) for any
special, consequential or punitive damages for any breach of the terms of the Deposit Agreement.
Where, by the terms of a distribution pursuant to Section 4.1, 4.2 or 4.3 of the Deposit Agreement,
or an offering or distribution pursuant to Section 4.4 of the Deposit Agreement, 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 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, on behalf of any Owner or holder
or other person. 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 holder 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, its directors,
employees, agents and affiliates and any Custodian against,




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and hold each of them harmless from, any liability or expense (including, but not limited to
any fees and expenses incurred in seeking, enforcing or collecting such indemnity and the fees and
expenses of counsel) which may arise out of any registration with the Commission of Receipts,
American Depositary Shares or Deposited Securities or the offer or sale thereof in the United
States or out of acts performed or omitted, pursuant to the provisions of or in connection with 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 or their respective directors, employees,
agents and affiliates, except for any liability or expense arising out of the negligence or bad
faith of either of them, or (ii) by the Company or any of its directors, employees, agents and
affiliates. No disclaimer of liability under the Securities Act of 1933 is intended by any
provision of the Deposit Agreement.




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




     The Depositary may at any time resign as Depositary under the Deposit Agreement 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 120 days prior
written notice of such removal, to become effective upon the later of (i) the 120th day after
delivery of the notice to the Depositary and (ii) the appointment of a successor depositary and its
acceptance of such appointment as provided in the Deposit Agreement. The Depositary in its
discretion may appoint a substitute or additional custodian or custodians.



20. 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 without the consent of
Owners or holders of Receipts 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.



21. TERMINATION OF DEPOSIT AGREEMENT.




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          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 60 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 at least 30 days prior to the date of termination, if
at any time 30 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 2.5 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
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 and other property 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
four months 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.




22. COMPLIANCE WITH U.S. SECURITIES LAWS.




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



23. SUBMISSION TO JURISDICTION; APPOINTMENT OF AGENT FOR SERVICE OF PROCESS.




     In the Deposit Agreement, the Company has (i) appointed CT Corporation System, 111 Eighth
Avenue, New york, New York 10011, in the State of New York, as the Company’s authorized agent upon
which process may be served in any suit or proceeding arising out of or relating to the Shares or
Deposited Securities, the American Depositary Shares, the Receipts or this Agreement, (ii)
consented and submitted to the jurisdiction of any state or federal court in the State of New York
in which any such suit or proceeding may be instituted, and (iii) agreed that service of process
upon said authorized agent shall be deemed in every respect effective service of process upon the
Company in any such suit or proceeding. The Company agrees to deliver, upon the execution and
delivery of the Deposit Agreement, a written acceptance by such agent of its appointment as such
agent. The Company further agrees to take any and all action, including the filing of any and all
such documents and instruments, as may be necessary to continue such designation and appointment in
full force and effect for so long as any American Depositary Shares or Receipts remain outstanding
or the Deposit Agreement remains in force. In the event the Company fails to continue such
designation and appointment in full force and effect, the Company hereby waives personal service of
process upon it and consents that any such service of process may be made by certified or
registered mail, return receipt requested, directed to the Company at its address last specified
for notices under the Deposit Agreement, and service so made shall be deemed completed five (5)
days after the same shall have been so mailed.



24. WAIVER OF IMMUNITIES.




     To the extent that the Company or any of its properties, assets or revenues may have or
hereafter become entitled to, or have attributed to it, any right of immunity, on the grounds of
sovereignty or otherwise, from any legal action, suit or proceeding, from the giving of any relief
in any respect thereof, from setoff or counterclaim, from the jurisdiction of any court, from
service of process, from attachment upon or prior to judgment, from attachment in aid of execution
or judgment, or other legal process or proceeding for the giving of any relief or for the
enforcement of any judgment, in any jurisdiction in which proceedings may at any time be commenced,
with respect to its obligations, liabilities or any other matter under or arising out of or in
connection with the Shares or Deposited Securities, the American Depositary Shares, the Receipts or
the Deposit Agreement, the Company, to the fullest extent permitted by law, hereby



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irrevocably and unconditionally waives, and agrees not to plead or claim, any such immunity
and consents to such relief and enforcement.





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