SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 3 to Amended and Restated Schedule 13D)*

YPF SOCIEDAD ANÓNIMA

(Name of Issuer)

CLASS D SHARES

(PAR VALUE PS. 10 PER SHARE)

(Title of Class of Securities)

984245100

(CUSIP Number)

Fernando Ramírez Mazarredo

Repsol YPF, S.A.

Paseo de la Castellana, 278—280

28046 Madrid, Spain

Tel:  (011-34) 91 314-2821

With a copy to:

Nicholas A. Kronfeld, Esq.

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, NY 10017

Tel: (212) 450-4000

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

December 22, 2010

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-l(f) or 240.13d-l(g), check the following box. o

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Exchange Act”) or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).

(Continued on following pages)

CUSIP No. 984245100
1.	NAMES OF REPORTING PERSONS. REPSOL YPF, S.A.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a)  o (b)  o
3.	SEC USE ONLY
4.	SOURCE OF FUNDS (see instructions) NOT APPLICABLE
5.	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
6.	CITIZENSHIP OR PLACE OF ORGANIZATION KINGDOM OF SPAIN
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 313,984,017 CLASS D SHARES
		8.	SHARED VOTING POWER NOT APPLICABLE
		9.	SOLE DISPOSITIVE POWER 313,984,017 CLASS D SHARES
		10.	SHARED DISPOSITIVE POWER NOT APPLICABLE
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 313,984,017 CLASS D SHARES
12.	CHECK IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES (see instructions) o
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 79.85% OF CLASS D SHARES
14.	TYPE OF REPORTING PERSON (see instructions) CO

Item 1.  Security and Issuer

Repsol YPF, S.A. (“Repsol”) hereby amends and supplements its report on Schedule 13D, as amended on December 1, 2010 (as heretofore amended and restated, the “Schedule 13D”) with respect to the Class D Shares, nominal value PS. 10 per share (the “Class D Shares”), of YPF Sociedad Anónima, an Argentine corporation (the “Issuer” or the “Company”).  The principal executive offices of the Issuer are located at Macacha Güemes 515, C1106BKK Ciudad Autónoma de Buenos Aires, Argentina.&# 160; Unless otherwise indicated, capitalized terms used in this Amendment No. 3 (the “Amendment”), but not defined herein, shall have the meaning assigned to such term in the Schedule 13D. The information contained herein is as of the close of business on December 24, 2010.

Item 2.  Identity and Background

Item 2 of the Schedule 13D is hereby amended and supplemented by the following information:

Since the filing of Amendment No. 2 to the Schedule 13D on December 1, 2010 through the close of business on December 24, 2010, Repsol has sold approximately 3.38% of the outstanding capital stock of the Issuer in sales outside the United States and, inside the United States, pursuant to Rule 144 of the Securities Act of 1933, as amended (the “Securities Act”).

The name, business address, present principal occupation or employment and citizenship of each director and executive officer of Repsol is set forth on Schedule A.

During the last five years, none of Repsol and, to the best of Repsol’s knowledge, the persons listed on Schedule A attached hereto, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject, to federal or state securities laws or finding any violation with respect to such laws.

Item 3.  Source and Amount of Funds or Other Consideration

This Schedule 13D amendment relates to the transactions in the Class D Shares entered into by Repsol as described in Item 4 below.  Repsol is not purchasing any shares of the Issuer.

Item 4.  Purpose of Transaction

Item 4 of the Schedule 13D is hereby amended and supplemented by the following information:

On December 22, 2010, Repsol entered into certain transactions with Eton Park Master Fund, Ltd. and Eton Park Fund, L.P. (the “Eton Park Transactions”).  In connection with the Eton Park Transactions:

(i) Repsol has sold to Eton Park Master Fund, Ltd. (the “Master Fund”) and Eton Park Fund, L.P. (the “Fund”, and together with the Master Fund, the “Eton Funds”), and the Eton Funds have purchased from Repsol, an aggregate of 6,410,257 restricted American Depositary Shares of the Issuer (“ADSs”) evidenced by American Depositary Receipts (“ADRs”), each ADS representing one Class D Share, for a purchase price of U.S.$250.0 million pursuant to stock pu rchase agreements dated December 22, 2010 (such agreements, the “Eton Park Stock Purchase Agreements”);

(ii) in consideration of this purchase, pursuant to warrant agreements dated December 23, 2010 (the “Warrant Agreements”), Repsol issued to the Eton Funds an aggregate of 6,410,257 warrants (the “Warrants”), each such Warrant exercisable for one ADS as described in Item 6 below; and

(iii) Repsol, pursuant to registration rights agreements dated December 22, 2010 (the “Eton Park Registration Rights Agreements”), agreed to cause the Issuer to prepare, file and maintain the effectiveness of a registration statement covering the ADSs (and the underlying Class D Shares) sold to the Eton Funds pursuant to the Eton Park Stock Purchase Agreements and the ADSs (and the underlying Class D Shares) deliverable to the Eton Funds pursuant to the Warrant Agreements, on the terms and subject to the conditions described in Item 6 below.

Page 3 of 14

The foregoing summary of the Eton Park Transactions contained in this Item 4 is qualified in its entirety by reference to the agreements attached as Exhibits 99.1 through 99.6 hereto and incorporated by reference herein.

In addition, on December 22, 2010, Repsol entered into certain transactions with Capital Guardian Emerging Markets Equity Master Fund, Capital Guardian Emerging Markets Equity DC Master Fund, Capital International Emerging Markets Fund, Capital Guardian Emerging Markets Equity Fund for Tax-Exempt Trusts, Emerging Markets Growth Fund, Inc., Capital Guardian Emerging Markets Restricted Equity Fund for Tax-Exempt Trusts, Capital International Emerging Markets Total Opportunities, Capital Guardian Emerging Markets Total Opportunities Master Fund and Capital Guardian Emerging Markets Total Opportunities Fund for Tax-Exempt Trusts (each a “Capital Fund” and collectively, the “Capital Funds” and together with t he Eton Funds, the “Purchasers”) (such transactions, the “Capital Transactions”).  In connection with the Capital Transactions:

(A) Repsol sold to the Capital Funds, and the Capital Funds purchased from Repsol, an aggregate of 6,410,257 restricted ADSs evidenced by ADRs for an aggregate purchase price of U.S.$250.0 million pursuant to a stock purchase agreement dated December 22, 2010 (the “Capital Stock Purchase Agreement” and together with the Eton Park Stock Purchase Agreements, the “Stock Purchase Agreements”);

(B) in consideration of this purchase, pursuant to put option agreements dated December 23, 2010 entered into with each of the Capital Funds (collectively, the “Capital Put Option Agreements”), Repsol issued to each Capital Fund a number of put options (the “Put Options”), to be determined and exercisable as described in Item 6 below; and

(C) Repsol, pursuant to a registration rights agreement dated December 22, 2010 (the “Capital Registration Rights Agreement” and together with the Eton Park Registration Rights Agreements, the “Registration Rights Agreements”), agreed to cause the Issuer to prepare, file and maintain the effectiveness of a registration statement covering the ADSs (and the underlying Class D Shares) sold to the Capital Funds pursuant to the Capital Stock Purchase Agreement on the terms and subject to the conditions described in Item 6 below.

The foregoing summary of the Capital Transactions contained in this Item 4 is qualified in its entirety by reference to the agreements attached as Exhibits 99.7 through 99.17 hereto and incorporated by reference herein.

Except as set forth herein, Repsol does not have any plans or proposals that relate to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

Item 5.  Interest in Securities of the Issuer

Item 5(a) of the Schedule 13D is hereby amended and supplemented by the following information:

As a result of its sale of approximately 3.38% of the outstanding capital stock of the Issuer since December 1, 2010, Repsol beneficially owns, for the purpose of Rule 13d-3 promulgated under the Exchange Act, 313,984,017 Class D Shares, representing approximately 79.85% of the Issuer’s outstanding Class D Shares.

Except as set forth herein, none of Repsol, and, to the best of its knowledge, any persons named in Schedule A hereto owns beneficially any shares of the Issuer.

Item 5(b) of the Schedule 13D is hereby amended and supplemented by the following information:

Repsol has sole power to vote and to dispose of 313,984,017 Class D Shares.

Item 5(c) of the Schedule 13D is hereby amended and supplemented by the following information:

Other than the Eton Park Transactions and the Capital Transactions described in Item 4 of Schedule 13D, the transactions in the Class D Shares of the Issuer effected by Repsol or, to the knowledge of Repsol, any person named in Schedule A, during the past sixty days are listed in Schedule B.

Page 4 of 14

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Except for the contracts, arrangements, understandings or relationships (legal or otherwise) described in the Schedule 13D and the matters contemplated above in Item 4 and described below in this Item 6, to the best knowledge of Repsol, there are no contracts, arrangements, understandings or relationships (legal or otherwise), including, but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, between Repsol and/or the persons enumerated in Schedule A, and any other person, with respect to any securities of the Issuer, including any securities pledged or otherwise subject to a contingency the occurrence of which would give another person voting power or inves tment power over such securities other than standard default and similar provisions contained in loan agreements.

Stock Purchase Agreements

Under the terms of the Eton Park Stock Purchase Agreements, the Eton Funds collectively purchased from Repsol, and Repsol sold to the Eton Funds, 6,410,257 restricted ADSs (such ADSs, the “Firm Eton ADSs”) for an aggregate purchase price of U.S.$250.0 million, or U.S.$39.00 per ADS.  The Master Fund purchased 4,166,667 ADSs and the Fund purchased 2,243,590 ADSs.  The Firm Eton ADSs were not registered under the Securities Act and may not be reoffered or resold in the United States absent registration or an applicable exemption from the registration requirements.

In addition, under the terms of the Capital Stock Purchase Agreement, the Capital Funds collectively purchased from Repsol, and Repsol sold to the Capital Funds, 6,410,257 restricted ADSs (such ADSs, the “Capital ADSs”) for an aggregate purchase price of U.S.$250.0 million, or U.S.$39.00 per ADS.  Under the Capital Stock Purchase Agreement, Capital Guardian Emerging Markets Equity Master Fund purchased 76,300 restricted ADSs, Capital Guardian Emerging Markets Equity DC Master Fund purchased 169,500 restricted ADSs, Capital International Emerging Markets Fund purchased 1,990,000 restricted ADSs, Capital Guardian Emerging Markets Equity Fund for Tax-Exempt Trusts purchased 32,600 restricted ADSs, Emerging Markets Growth Fund, Inc. purchased 3,811,590 restricted A DSs, Capital Guardian Emerging Markets Restricted Equity Fund for Tax-Exempt Trusts purchased 71,200 restricted ADSs, Capital International Emerging Markets Total Opportunities purchased 99,300 restricted ADSs, Capital Guardian Emerging Markets Total Opportunities Master Fund purchased 33,900 restricted ADSs and Capital Guardian Emerging Markets Total Opportunities Fund for Tax-Exempt Trusts purchased 125,867 restricted ADSs.  The Capital ADSs were not registered under the Securities Act and may not be reoffered or resold in the United States absent registration or an applicable exemption from the registration requirements.

The Stock Purchase Agreements contain other customary terms and conditions, including representations and warranties by the parties thereto.

The foregoing description of the Stock Purchase Agreements does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Stock Purchase Agreements, which are attached hereto as Exhibits 99.1, 99.2 and 99.7 and are incorporated by reference herein.

Warrant Agreements

Under the terms of the Warrant Agreements, Repsol issued to the Eton Funds an aggregate of 6,410,257 Warrants on December 23, 2010.  The total number of Warrants initially issued by Repsol to the Eton Funds will be subject to certain customary anti-dilution provisions contained in the Warrant Agreements.  Repsol will be required to deliver one ADS (such ADSs, the “Option Eton ADSs” and together with the Firm Eton ADSs, the “Purchased Eton ADSs” and together with the Capital ADSs, the “Purchased ADSs”) for each Warrant exercised in consideration of the exercise price.  The exercise price payable to Repsol upo n the exercise of each Warrant is U.S.$43.00 per ADS, subject to adjustment according to certain customary anti-dilution provisions contained in the Warrant Agreements.  The Option Eton ADSs were not registered under the Securities Act and may not be reoffered or resold in the United States absent registration or an applicable exemption from the registration requirements.

Each Warrant will be exercisable at any time prior to 5:00 p.m., New York City time, on January 17, 2012 (the “Warrant Expiration Date”).  Each of the Eton Funds may exercise all or a portion of the Warrants issued to it on

Page 5 of 14

one or more occasions, provided that each of the Eton Funds may exercise its respective Warrants on no more than ten separate occasions prior to the Warrant Expiration Date.

The Warrant Agreements also contain other customary terms and conditions, including representations and warranties by the parties thereto.

The foregoing description of the Warrant Agreements does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Warrant Agreements, which are attached hereto as Exhibits 99.3 and 99.4 and are incorporated by reference herein.

Put Option Agreements

Under the terms of the Capital Put Option Agreements, Repsol issued to the Capital Funds on December 23, 2010 an aggregate of 6,410,257 Put Options, subject to adjustment in accordance with certain customary anti-dilution provisions contained in the Capital Put Option Agreements.  Each Capital Fund will receive a number of Put Options equal to the number of ADSs purchased by it pursuant to the Capital Stock Purchase Agreement, subject to adjustment in accordance with the aforementioned customary anti-dilution provisions.  Each Put Option will entitle, upon exercise, the relevant Capital Fund to require Repsol to purchase one ADS held by such Capital Fund for a purchase price of U.S.$39.00 per ADS, subject to adjustment according to certain customary anti-dilution provisions contained in the Capital Put Option Agreemen ts.  The aggregate number of outstanding Put Options issued by Repsol will be reduced as of December 22, 2011 (the “Option Determination Date”) by a number equal to the number of Class D Shares (including Class D Shares in the form of ADSs) that represent 15% of the aggregate number of outstanding Class D Shares (including Class D Shares in the form of ADSs) held by non-affiliates and eligible for resale without restriction on the New York Stock Exchange as of the trading day preceding the Option Determination Date; provided that the aggregate number of Put Options will not be less than zero.  Each of the Capital Put Option Agreements provides for the number of Put Options held by each Capital Fund as of the Option Determination Date to be reduced proportionally to the reduction in the aggregate number of Put Options described in the preceding sentence.

The Put Options may be exercised in whole or in part by each Capital Fund only once at any time between 9:00 a.m. and 5:00 p.m. from and including the Option Determination Date to and including January 23, 2012 (the “Option Expiration Date”).  The date on which the Put Options held by any Capital Fund are exercised is referred to as the “Option Exercise Date” with respect to such Capital Fund.

All dividends and other distributions paid in cash in respect of the Capital ADSs for which the record date falls during the period from and including December 23, 2010 to but excluding the date on which Repsol becomes the holder of record of any ADSs put to it by any such Capital Fund (any such period, a “Recapture Period”) shall, on the third trading day following the Option Exercise Date (any such date, an “Option Settlement Date”), be repaid by the relevant Capital Fund to Repsol in respect of the number of Capital ADSs put to Repsol by such Capital Fund on the relevant Option Exercise Date.  Other than dividends of Class D Shares, for which a customary anti-dilution adjustment will be made , all non-cash dividends and other distributions, whether in the form of securities or assets of the Issuer, issued or distributed in respect of the Capital ADSs for which the record date falls during a Recapture Period shall at such Capital Fund’s election, to the extent of the number of Capital ADSs put to Repsol by such Capital Fund on an Option Exercise Date, either (i) be sold by such Capital Fund in an arm’s length transaction to an unaffiliated third party (subject to Repsol’s right of first refusal) and the proceeds thereof shall be paid by such Capital Fund to Repsol on the relevant Option Settlement Date or, in certain limited circumstances, shortly thereafter or (ii) be delivered to Repsol by such Capital Fund on the relevant Option Settlement Date or, in certain limited circumstances, shortly thereafter.

The Put Options are freely transferrable among the Capital Funds.  The Capital Put Option Agreements also contain other customary terms and conditions, including representations and warranties by the parties thereto.

The foregoing description of the Capital Put Option Agreements does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Capital Put Option Agreements, which are attached hereto as Exhibits 99.8 through 99.16 and are incorporated by reference herein.

Page 6 of 14

Registration Rights Agreements

Under the terms of the Registration Rights Agreements, Repsol, as a shareholder of the Issuer, has agreed to cause the Issuer to: (i) file a registration statement under the Securities Act no later than February 17, 2011 with respect to (A) the Purchased Eton ADSs and the underlying Class D Shares in connection with Eton Park Registration Rights Agreements and (B) the Capital ADSs and the underlying Class D Shares in connection with the Capital Registration Rights Agreement; (ii) have it declared effective by the staff of the Securities and Exchange Commission within a specified period; and (iii) keep it continuously effective until certain specified conditions have been met.  Each Purchaser will be entitled to sell its Purchased ADSs under the registration statement after giving notice to Repsol and the Issuer; provided that t he Issuer has the right to suspend the use of the resale shelf registration statement upon the occurrence of certain specified events in accordance with the terms of the Registration Rights Agreements.

Repsol has also agreed to cause the Issuer to use commercially reasonable efforts to keep the Class D Shares authorized for public offering with the Argentine Comisión Nacional de Valores and listed on the Buenos Aires Stock Exchange; provided that the Issuer has the right to require the Purchasers or any underwriter acting on a Purchaser’s behalf to suspend any such authorization upon the occurrence of certain specified events in accordance with the terms of the Registration Rights Agreements.

Repsol has agreed to cause the Issuer to agree to indemnify the respective Purchasers and their respective affiliates for any losses that they incur arising out of or based on an untrue or an alleged untrue statement of a material fact or an omission or an alleged omission of a material fact in the registration statement or any prospectus, subject to certain specified exceptions.  In connection with information provided to the Issuer by the respective Purchasers, each respective Purchaser has agreed to indemnify the Issuer and its affiliates for any losses that they incur arising out of or based on an untrue or an alleged untrue statement of a material fact or an omission or an alleged omission of a material fact in the registration statement or any prospectus, but only to the extent that the untrue statement or omission or all eged untrue statement or omission is based on information furnished in writing to the Issuer by such Purchaser.

In the event that the Issuer fails to keep a continuously effective registration statement or registration statements in accordance with the terms of the Registration Rights Agreements, Repsol shall be required to pay certain specified damages to the respective Purchasers.

The Purchased ADSs and the associated registration rights under the respective Registration Rights Agreements may be transferred and assigned by the respective Purchasers with Repsol’s consent and in accordance with applicable securities laws.

The foregoing description of the Registration Rights Agreements does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Registration Rights Agreements, which are attached hereto as Exhibits 99.5, 99.6 and 99.17 and are incorporated by reference herein.

Item 7.  Material to be Filed as Exhibits

Item 7 is hereby amended to add the following exhibits:

99.1        Stock Purchase Agreement, dated as of December 22, 2010, between Repsol YPF, S.A. and Eton Park Master Fund, Ltd.

99.2        Stock Purchase Agreement, dated as of December 22, 2010, between Repsol YPF, S.A. and Eton Park Fund, L.P.

99.3        Warrant Agreement, dated as of December 23, 2010, between Repsol YPF, S.A. and Eton Park Master Fund, Ltd.

99.4        Warrant Agreement, dated as of December 23, 2010, between Repsol YPF, S.A. and Eton Park Fund, L.P.

Page 7 of 14

99.5        Registration Rights Agreement, dated as of December 22, 2010, between Repsol YPF, S.A. and Eton Park Master Fund, Ltd.

99.6        Registration Rights Agreement, dated as of December 22, 2010, between Repsol YPF, S.A. and Eton Park Fund, L.P.

99.7        Stock Purchase Agreement, dated as of December 22, 2010, among Repsol YPF, S.A., Capital Guardian Emerging Markets Equity Master Fund, Capital Guardian Emerging Markets Equity DC Master Fund, Capital International Emerging Markets Fund, Capital Guardian Emerging Markets Equity Fund for Tax-Exempt Trusts, Emerging Markets Growth Fund, Inc., Capital Guardian Emerging Markets Restricted Equity Fund for Tax-Exempt Trusts, Capital International Emerging Markets Total Opportunities, Capital Guardian Emerging Markets Total Opportunities Master Fund and Capital Guardian Emerging Markets Total Opportunities Fund for Tax-Exempt Trusts.

99.8        Put Option Agreement, dated as of December 23, 2010, between Repsol YPF, S.A. and Capital Guardian Emerging Markets Equity Master Fund.

99.9        Put Option Agreement, dated as of December 23, 2010, between Repsol YPF, S.A. and Capital Guardian Emerging Markets Equity DC Master Fund.

99.10      Put Option Agreement, dated as of December 23, 2010, between Repsol YPF, S.A. and Capital International Emerging Markets Fund.

99.11      Put Option Agreement, dated as of December 23, 2010, between Repsol YPF, S.A. and Capital Guardian Emerging Markets Equity Fund for Tax-Exempt Trusts.

99.12      Put Option Agreement, dated as of December 23, 2010, between Repsol YPF, S.A. and Emerging Markets Growth Fund, Inc.

99.13      Put Option Agreement, dated as of December 23, 2010, between Repsol YPF, S.A. and Capital Guardian Emerging Markets Restricted Equity Fund for Tax-Exempt Trusts.

99.14      Put Option Agreement, dated as of December 23, 2010, between Repsol YPF, S.A. and Capital International Emerging Markets Total Opportunities.

99.15      Put Option Agreement, dated as of December 23, 2010, between Repsol YPF, S.A. and Capital Guardian Emerging Markets Total Opportunities Master Fund.

99.16      Put Option Agreement, dated as of December 23, 2010, between Repsol YPF, S.A. and Capital Guardian Emerging Markets Total Opportunities Fund for Tax-Exempt Trusts.

99.17      Registration Rights Agreement, dated as of December 22, 2010, among Repsol YPF, S.A., Capital Guardian Emerging Markets Equity Master Fund, Capital Guardian Emerging Markets Equity DC Master Fund, Capital International Emerging Markets Fund, Capital Guardian Emerging Markets Equity Fund for Tax-Exempt Trusts, Emerging Markets Growth Fund, Inc., Capital Guardian Emerging Markets Restricted Equity Fund for Tax-Exempt Trusts, Capital International Emerging Markets Total Opportunities, Capital Guardian Emerging Markets Total Opportunities Master Fund and Capital Guardian Emerging Markets Total Opportunities Fund for Tax-Exempt Trusts.

Page 8 of 14

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: December 27, 2010

Repsol YPF, S.A.
By:	/s/ Fernando Ramírez Mazarredo
	Name: Fernando Ramírez Mazarredo
	Title: Chief Financial Officer

Page 9 of 14

SCHEDULE A

DIRECTORS AND EXECUTIVE OFFICERS OF REPSOL YPF, S.A.

The name, business address, title, present principal occupation or employment of each of the directors and executive officers of Repsol YPF, S.A. (“Repsol”), are set forth below.  Unless otherwise indicated, the business address of each such person is Paseo de la Castellana, 278—280, 28046 Madrid, Spain.  Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to Repsol.  Unless otherwise indicated below, all of the persons listed below are citizens of Spain.

Name and Business or Home Address and Citizenship	Position with Repsol YPF, S.A and Present Principal Occupation
Directors
Antonio Brufau Niubó	Chairman and Director, Member and Chairman of the Delegate Committee (Comisión Delegada) and Chief Executive Officer of Repsol YPF, S.A. Vice-Chairman of Gas Natural SDG, S.A. and Chairman of YPF, S.A. and Foundation Repsol; Member of the European Round Table of Industrialists (ERT), the Advisory Board of Confederación Española de Organizaciones Empresariales (CEOE), the Advisory Corporate Board of Real Instituto Elcano, the General Assembly of The American Chamber of Commerce in Spain, the Asociación Española de Directivos, Foundation CEDE (Confederación Española de Directivos y Ejecutivos), Foundation Instituto Ildefons Cerdá and the Círculo de Economía.
Luis F. del Rivero Asensio	1st Vice-Chairman and Director, nominated for membership by Sacyr Vallehermoso, S.A., and Member of the Delegate Committee (Comisión Delegada) of Repsol YPF, S.A. Executive Chairman of Sacyr Vallehermoso, S.A.; Director of Testa Inmuebles en Renta, Sacyr, S.A.U., Valoriza Gestión, S.A.U. and Aeropuerto de la Región de Murcia; Joint and Several Administrator of Sacyr Vallehermoso Participaciones Mobiliarias and Sacyr Vallehermoso Participaciones, S.L.; Chairman of Vallehermoso División Promoción, S.A.U., Tesfran and Sacyr Concesiones; Vice Chairman of Somague S.G.P.S. and 2nd Vice Chairman of Autopista Vasco Aragonesa Concesionaria Española.
Isidre Fainé Casas	2nd Vice-Chairman and Director, nominated for membership by Criteria Caixa Corp. (Caja de Ahorros y Pensiones de Barcelona “la Caixa” Group), and Member of the Delegate Committee (Comisión Delegada) of Repsol YPF, S.A. Chairman of “la Caixa”, Criteria CaixaCorp, S.A., CECA (Confederación Española de Cajas de Ahorros) and Foundation “la Caixa”; Vice Chairman of Abertis Infraestructuras, Sociedad General de Aguas de Barcelona and Telefónica; Director of Banco BPI and Grupo Financiero Inbursa; and Non-executive Director of The Bank East of Asia, Limited.
Juan Abelló Gallo	Director, nominated for membership by Sacyr Vallehermoso, S.A., Member of the Strategy, Investment and Corporate Social Responsibility Committee of Repsol YPF, S.A. Chairman of Torreal and Alcaliber (representing Nueva Compañía de Inversiones); Vice-Chairman of Sacyr Vallehermoso (representing Nueva Compañía de Inversiones) and CVNE (representing Austral, B.V.); and Director of Zed Worldwide (representing Nueva Compañía de Inversiones).

Page 10 of 14

Paulina Beato Blanco	Director, Independent outside director as determined in accordance with the Bylaws and the Regulations of the Board of Directors, and member of the Audit and Control Committee of Repsol YPF, S.A. Advisor to the Iberoamerican Secretary General (Secretaría General Iberoamericana), professor for Economic Analysis in various universities and member of a special board for promoting the Knowledge Society in Andalusia.
Artur Carulla Font	Director, Independent outside director as determined in accordance with the Bylaws and the Regulations of the Board of Directors, Member of the Delegate Committee (Comisión Delegada) and Chairman of the Nomination and Compensation Committee of Repsol YPF, S.A. Chairman of Agrolimen and its participated companies Affinity Petcare, Preparados Alimenticios (Gallina Blanca Star), Biocentury, The Eat Out Group and Reserva Mont-Ferrat; Director and Secretary of Arbora & Ausonia, Quercus Capital Riesgo, S.G.E.C.R and Consorcio de Jabugo; Member of the Regional Board of Telefónica in Catalonia; Member of the Advisory Boards of EXEA Empresarial and Roca Junyent; Vice-Chairman of Círculo de Economía and Foundation ESADE; Member of IAB (International Advisory Board) of the Generalitat de Catalunya, Foundation Lluis Carulla, Management Board of Instituto de la Empresa Familiar and Foundation MACBA (Museo de Arte Contemporaneo de Barcelona), Member of the Management Board of AECOC (Asociación Española de Codificación Comercial) and Member of FUOC (Fundación para la Uni versitat Abierta de Cataluña).
Luís Carlos Croissier Batista	Director, Independent outside director as determined in accordance with the Bylaws and the Regulations of the Board of Directors and Member of the Strategy, Investment and Corporate Social Responsibility Committee of Repsol YPF, S.A. Director of Adolfo Dominguez, Testa Inmuebles en Renta, Eolia Renovables de Inversiones SCR, Grupo Copo de Inversiones and Sole Director of Eurofocus Consultores.
Carmelo de las Morenas López	Director, Independent outside director as determined in accordance with the Bylaws and the Regulations of the Board of Directors and Member of the Audit and Control Committee of Repsol YPF, S.A. Chairman of Casa de Alguacil Inversiones SICAV and Director of the Britannia Steam Ship Insurance Association, Ltd., Orobaena S.A.T. and Faes Farma.
Ángel Durández Adeva	Director, Independent outside director as determined in accordance with the Bylaws and the Regulations of the Board of Directors and Chairman of the Audit and Control Committee of Repsol YPF, S.A. Director of Gestevisión Telecinco; Member of the Advisory Board of Exponencial-Agencia de Desarrollos Audiovisuales, Ambers & Co and FRIDE (Foundation for the international relations and the foreign development); Chairman of Arcadia Capital and Información y Control de Publicaciones; Member of Foundation Germán Sánchez Ruipérez and Foundation Independiente and Vicepresident of Foundation Euroamérica.
Javier Echenique Landiríbar	Director, Independent outside director as determined in accordance with the Bylaws and the Regulations of the Board of Directors, Member of the Delegate Committee (Comisión Delegada), and of the Audit and Control Committee of Repsol YPF, S.A. Chairman of Banco Guipuzcoano, Director of Telefónica Móviles México, Actividades de Construcción y Servicios (ACS), Grupo Empresarial Ence and Celistics, L.L.C.; Delegate of the Board of Telefónica in the Basque region; Member of the Advisory Board of Telefónica Spain; Member of Foundation Novia Salcedo and Círculo de

Page 11 of 14

	Empresarios Vascos.
María Isabel Gabarró Miquel	Director, Independent outside director as determined in accordance with the Bylaws and the Regulations of the Board of Directors, Member of the Nomination and Compensation Committee and Member of the Strategy, Investment and Corporate Social Responsibility Committee. Registered on the Bar of Notaries of Barcelona; Member of the Sociedad Económica Barcelonesa de Amigos del País.
Jose Manuel Loureda Mantiñán	Director, nominated for membership by Sacyr Vallehermoso, S.A., Member of the Nomination and Compensation Committee and of the Strategy, Investment and Corporate Social Responsibility Committee of Repsol YPF, S.A. Director of Sacyr Vallehermoso (as representative of Prilou), Chairman of Valoriza Gestión, S.A.U. and Hoteles Bisnet and Director of Vallehermoso División Promoción, S.A.U., Testa Inmuebles en Renta, Sacyr, S.A.U. and Somague S.G.P.S.
Juan María Nin Génova	Director, nominated for membership by Criteria Caixa Corp (“la Caixa” Group) and member of the Nomination and Compensation Committee and of the Strategy, Investment and Corporate Social Responsibility Committee of Repsol YPF, S.A. President and CEO of “la Caixa”; Deputy Chairman of Foundation “la Caixa” and Criteria CaixaCorp; Member of the Board of Directors of SegurCaixa Holding, Gas Natural SDG, Banco BPI, Erste Group Bank, A.G. and Grupo Financiero Inbursa; Member of the Board of Governors of University of Deusto and Foundation ESADE Business School; Member of the Board of Directors of Círculo Ecuestre and APD (Asociación para el Progreso de la Dirección), Foundation Federico García Lorca and Foundation Council Spain-U.S.A.; Deputy Chairman of Foundation Council Spain-India; Member of the Economic Group of Spain-China Forum; Secretary of the Federació Catalana de Caixes d’Estalvi; Member of the Economic Policy Commission of the Barcelona Chamber of Commerce.
PEMEX Internacional España, S.A.	José Manuel Carrera Panizzo serves as representative of PEMEX Internacional España, S.A. (a related company of PEMEX) on the Board of Directors of Repsol YPF, S.A. Spanish law permits limited liability companies to serve as members of the Board of Directors. A company serving in such a capacity must appoint a natural person to represent it at the meetings of the Board of Directors. Director, Member of the Delegate Committee (Comisión Delegada) and Chairman of the Strategy, Investment and Corporate Social Responsibility Committee of Repsol YPF, S.A. Administrative and Finance Director of P.M.I. Comercio Internacional, S.A. de C.V. and Managing Director of Pemex internacional España, S.A. and P.M.I. Holdings Petróleos España, S.L. Citizen of: Mexico
Henri Philippe Reichstul	Director, Independent outside director as determined in accordance with the Bylaws and the Regulations of the Board of Directors and Member of the Delegate Committee (Comisión Delegada) of Repsol YPF, S.A. Member of the Strategic Board of ABDIB, Director of Ashmore Energy Internacional, Member of Coinfra, Member of the Advisory Board of Lhoist do Brasil Ltda., Member of the Supervisory Board of Peugeot Citroen, Member of the International Advisory Board of Group Credit Agricole and Vice-Chairman of the Board of the Brazilian Foundation for Sustainable Development. Citizen of: Brazil

Page 12 of 14

Luis Suárez de Lezo Mantilla Director, Member of the Delegate Committee (Comisión Delegada), Secretary of the Board of Directors, Executive Director and General Counsel of Repsol YPF, S.A.   Director of Gas Natural SDG, S.A., YPF and Repsol-Gas Natural LNG, Vice Chairman of Foundation Repsol and member of the Environment and Energy Commission of the International Chamber of Commerce (ICC).

Name and Business or Home Address and Citizenship	Position with Repsol YPF, S.A and Present Principal Occupation
Executive Officers (Who Are Not Directors)
Miguel Martínez San Martín	Chief Operating Officer
Pedro Fernández Frial	Executive Managing Director of Downstream
Nemesio Fernández-Cuesta Luca de Tena	Executive Managing Director of Upstream
Cristina Sanz Mendiola	Group Managing Director of Human Resources and Organization
Antonio Gomis Sáez	Executive Managing Director of YPF
Fernando Ramírez Mazarredo	Chief Financial Officer

Page 13 of 14

SCHEDULE B

TRANSACTIONS EFFECTED DURING THE PAST SIXTY DAYS

Transactions effected on the NYSE(1)
Date	Buy/Sell	Number of Shares	Price per Share (U.S.$)
12/1/2010	Sell	15,848	39.1298
12/2/2010	Sell	14,186	39.0303
12/3/2010	Sell	13,145	39.4158
12/6/2010	Sell	64,092	40.8701
12/7/2010	Sell	17,341	42.6625
12/9/2010	Sell	10,000	43.0216
12/10/2010	Sell	10,000	44.7488
12/13/2010	Sell	7,480	44.7621
12/14/2010	Sell	3,580	44.2674
12/15/2010	Sell	10,000	42.6920
12/16/2010	Sell	4,356	43.1171
12/17/2010	Sell	7,300	43.3962
12/20/2010	Sell	4,030	43.7965
12/21/2010	Sell	10,000	44.3410
12/22/2010	Sell	10,000	44.8897

Transactions effected on the Buenos Aires Stock Exchange(1)
Date	Buy/Sell	Number of Shares	Price per Share (pesos)	Price per Share (U.S.$)(2)
12/1/2010	Sell	31,782	155.9718	39.3570
12/2/2010	Sell	43,237	156.0000	39.3939
12/3/2010	Sell	10,479	157.7992	39.8684
12/6/2010	Sell	53,503	163.2562	41.2471
12/7/2010	Sell	25,000	171.7704	43.3983
12/9/2010	Sell	10,000	171.8996	43.4419
12/10/2010	Sell	10,000	179.1776	45.3041
12/13/2010	Sell	9,440	178.7451	45.2176
12/14/2010	Sell	643	175.1935	44.3079
12/15/2010	Sell	13,905	169.3996	42.8426
12/16/2010	Sell	10,000	171.2719	43.3051
12/17/2010	Sell	10,000	173.0902	43.7649
12/20/2010	Sell	9,000	175.3388	44.3447
12/21/2010	Sell	10,000	179.0033	45.2829
12/22/2010	Sell	10,000	181.2468	45.8620

_________________

(1)   Shows transactions effected since the filing of Amendment No. 2 to the Schedule 13D on December 1, 2010 through the close of business on December 24, 2010.

(2)   Solely for the convenience of the reader, peso amounts have been translated into U.S. dollars at the average bid and ask exchange rate quoted by the Argentine Central Bank (Banco de la Nación Argentina) on the date of the relevant transaction.

Page 14 of 14

EX-99.1

Exhibit 99.1

STOCK PURCHASE AGREEMENT

Stock Purchase Agreement (this “Agreement”) dated as of December 22, 2010 between Repsol YPF, S.A., a limited liability company (sociedad anónima) duly organized on November 12, 1986, under the laws of the Kingdom of Spain (the “Vendor”), and Eton Park Master Fund, Ltd., a Cayman Islands company (the “Purchaser”).  Hereinafter, the Vendor and the Purchaser shall jointly be referred to as the “Parties,” and each one of them individually as a “Part y.”

WHEREAS, YPF, S.A. (the “Company”) is a limited liability company (sociedad anónima) organized under the laws of Argentina, 83.10% of the capital stock of which is directly or indirectly owned by the Vendor.

WHEREAS, the Purchaser desires to purchase 4,166,667 American Depositary Shares (“ADSs”) of the Company, each representing one Class D share of the Company, par value 10 pesos per share (the “Firm ADSs”).

WHEREAS, the ADSs were issued under the Amended and Restated Deposit Agreement dated as of November 13, 2009 among the Company, The Bank of New York Mellon as Depositary and the holders from time to time of American Depositary Receipts issued thereunder.

WHEREAS, the Vendor and the Purchaser have agreed to enter into a Warrant Agreement with respect to 4,166,667 ADSs of the Company (the “Option ADSs”), substantially in the form of Exhibit A attached hereto.

WHEREAS, on this date, and simultaneously with the signing of this Agreement, the Vendor and the Purchaser have entered into a registration rights agreement with respect to the Firm ADSs and the Option ADSs.

NOW, THEREFORE, in consideration of the promises and of the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:

ARTICLE 1

Definitions

Section 1.01.  Definitions.  The following terms, as used herein, have the following meanings:

“Applicable Law” means, with respect to any Person, any federal, state or local law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, order, injunction, judgment, decree, ruling or other similar requirement

enacted, adopted, promulgated or applied by a Governmental Body that is binding upon or applicable to such Person, as amended unless expressly specified otherwise.

“Business Day” means a day, other than Saturday, Sunday or other day on which commercial banks in New York, New York or Madrid, Spain or Buenos Aires, Argentina are authorized or required by Applicable Law to close.

“Governmental Body” means any governmental body, agency or official of any country or political subdivision of any country, including any federal, national, supranational, state, provincial, local or other government, governmental, regulatory or administrative authority (including any self-regulatory organization), agency or commission or any court, tribunal, or judicial or arbitral body.

“Person” means an individual, corporation, limited liability company, partnership, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.

ARTICLE 2

Purchase and Sale

Section 2.01.  Purchase and Sale.  Upon the terms and subject to the conditions of this Agreement, the Vendor agrees to sell to the Purchaser, and the Purchaser agrees to purchase from the Vendor, all of the Firm ADSs at the Closing for a purchase price of US$39 per Firm ADS and an aggregate purchase price of US$162,500,013, which purchase price shall be paid as provided in ‎Section 2.02. The ADSs may be delivered by the Vendor or by subsidiaries of the Vendor.

Section 2.02.  Closing.  (a)  The closing (the “Closing”) of the purchase and sale of the Firm ADSs hereunder shall take place at the offices of Davis Polk & Wardwell LLP on December 23, 2010.

           (b)           At the Closing: (i) the Purchaser shall deliver the cash purchase price payable pursuant to Section 2.01 to the Vendor, in immediately available funds by wire transfer to an account designated by the Vendor by notice to the Purchaser prior to the Closing; and (ii) the Vendor shall deliver to the Purchaser a physical American Depositary Receipt (“ADR”) representing the Firm ADSs, which physical ADR shall bear the following legend:

NEITHER THE ADSs EVIDENCED HEREBY NOR THE SHARES UNDERLYING SUCH ADSs HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND NEITHER THE ADSs NOR THE SHARES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) (1) PURSUANT TO A TRANSACTION THAT IN THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO REPSOL YPF S.A. IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE

2

REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES.  IN ADDITION, THE SHARES UNDERLYING THE ADSs EVIDENCED HEREBY MAY BE OFFERED AND SOLD IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT.

(c)           The Parties agree to enter into a Warrant Agreement with respect to the Option ADSs substantially in the form set forth as Exhibit A hereto simultaneously with the Closing.

ARTICLE 3                      

Representations and Warranties of The Vendor

The Vendor hereby represents and warrants to the Purchaser that:

Section 3.01.  Organization and Existence.  The Vendor is a corporation (sociedad anónima) duly organized and validly existing under the laws of the Kingdom of Spain.

Section 3.02.  Authorization.  The execution, delivery and performance by the Vendor of this Agreement and the consummation by the Vendor of the transactions contemplated hereby are within the powers of the Vendor and have been duly authorized by all necessary action on the part of the Vendor.  This Agreement constitutes the valid and binding agreement of the Vendor, enforceable against the Vendor in accordance with its terms.

Section 3.03.  Governmental and Court Authorization.  The execution, delivery and performance by the Vendor of this Agreement and the consummation by the Vendor of the transactions contemplated hereby require no action by, or in respect of, or consent, approval or authorization of, or filing, registration or qualification with, any Governmental Body.

Section 3.04.  Non-contravention.  The execution, delivery and performance by the Vendor of this Agreement do not and shall not (i) contravene or conflict with the articles of incorporation, bylaws or other organizational document binding on the Vendor, (ii) contravene or conflict with or constitute a violation of any Applicable Law binding upon or applicable to the Vendor or (iii) require any consent, approval or other action by any Person or constitute a default under or give rise to any right of termination, cancellation or acceleration of any right or obligation of the Vendor or to a loss of any benefit to which the Vendor is entitled under any agreement, contract, indenture, lease or other instrument binding upon the Vendor or any license, franchise, permit or other similar authorization held by the Vendor.

Section 3.05.  Title to the Firm ADSs.  The Vendor has valid title to the Firm ADSs to be sold under this Agreement free and clear of all security interests, claims, liens, equities or other encumbrances.

3

Section 3.06.  The sale of the Firm ADSs by the Vendor pursuant to this Agreement is not prompted by any material information concerning the Company or any of its subsidiaries that is not on file with or has not been submitted to the Securities and Exchange Commission (the “SEC”).

Section 3.07.  The Vendor has no knowledge of any material fact or information concerning the Company, or the operations, assets, condition, financial or otherwise, or prospects of the Company which is required under applicable law to be made generally available to the public and which has not been, or is not being, or will not be, made generally available to the public through information that is on file with or submitted to the SEC.

ARTICLE 4

Representations and Warranties of The Purchaser

Section 4.01.  Private Placement.  The Purchaser hereby represents and warrants to and agrees with the Vendor that:

(i)           Neither the ADSs evidenced hereby nor the shares underlying such ADSs have been registered under the Securities Act and neither the ADSs nor the shares may be offered, sold, pledged or otherwise transferred except (a) (1) pursuant to a transaction that in the opinion of counsel reasonably satisfactory to the Vendor is exempt from registration under the Securities Act or (2) pursuant to an effective registration statement under the Securities Act and (b) in accordance with all applicable securities laws of the states of the United States.  In addition, the shares underlying the ADSs evidenced hereby may be offered and sold in an offshore transaction complying with Rule 903 or Rule 904 of Regulation S under the Securities Act;

(ii)           It is a “qualified institutional buyer” as defined in Rule 144A (a “QIB”) under the Securities Act;

(iii)           It is acquiring the Firm ADSs for its own account or for one or more accounts (each of which is a QIB and as to each of which it exercises sole investment discretion and for each of which it has full power to make the acknowledgments, representations and agreements herein) and not with a view to, or for sale in connection with, any public resale or distribution thereof;

(iv)           It understands that no offering circular or prospectus will be provided or prepared in connection with the offer and sale of the Firm ADSs;

(v)           It has conducted its own investigation of the Firm ADSs and the Vendor has not made any representation to it, express or implied, with respect to the Firm ADSs or the Company.  It has received and reviewed all financial and other information that it believes is necessary or appropriate in connection with its decision to purchase the Firm ADSs;

4

(vi)           It represents that it has such knowledge and experience in financial and business matters (including investments in unregistered equity securities of non-U.S. issuers) as to enable it to evaluate the merits and risk of its investment in the Firm ADSs and that it and any accounts for which it is acting is able to bear the economic risk of investing in and holding such Firm ADSs;

(vii)           It understands that the Firm ADSs are being offered in a transaction not involving any public offering in the United States within the meaning of the Securities Act;

(viii)           It understands that no representation is being made as to the availability of Rule 144 or any other exemption under the Securities Act for the reoffer, resale, pledge or transfer of the Firm ADSs;

Section 4.02.  Organization and Existence.  The Purchaser hereby represents and warrants that it is a corporation duly organized, validly existing and in good standing under the laws of the Cayman Islands.

Section 4.03.  Authorization.  The Purchaser hereby represents and warrants that the execution, delivery and performance by the Purchaser of this Agreement and the consummation by the Purchaser of the transactions contemplated hereby are within its powers and have been duly authorized by all necessary action on its part.  This Agreement constitutes a valid and binding agreement enforceable against the Purchaser in accordance with its terms.

Section 4.04.  Governmental and Court Authorization.  The Purchaser hereby represents and warrants that the execution, delivery and performance by the Purchaser of this Agreement and the consummation by the Purchaser of the transactions contemplated hereby require no action by, or in respect of, or consent, approval or authorization of, or filing, registration or qualification with, any Governmental Body.

Section 4.05.  Non-contravention.  The Purchaser hereby represents and warrants that the execution, delivery and performance by the Purchaser of this Agreement do not and shall not (i) contravene or conflict with the articles of incorporation, bylaws or other organizational document binding on the Purchaser, (ii) contravene or conflict with or constitute a violation of any Applicable Law binding upon or applicable to the Purchaser or (iii) require any consent, approval or other action by any Person or constitute a default under or give rise to any right of termination, cancellation or acceleration of any right or obligation of the Purchaser or to a loss of any benefit to which the Purchaser is entitled under any agreement, contract, indenture, lease or other instrument binding upon the Purchaser or any license, franchise, permit or other similar authorization held by the Purchaser.

5

ARTICLE 5

Miscellaneous

Section 5.01.  Notices.  All notices, requests and other communications to any Party hereunder shall be in writing (including facsimile transmission) and shall be given:

if to the Vendor, to:

Repsol YPF S.A.

Paseo de la Castellana 278-280

28046 Madrid (Spain)

Att: Corporate Director Finance

Facsimile No.: + 34 90 255 51 34

with copies (which shall not constitute notice) to:

Repsol YPF S.A.

Paseo de la Castellana 278-280

28046 Madrid (Spain)

Att: Corporate Director Legal Services

Facsimile No.: + 34 91 348 40 86

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, NY 10017

Att:  Nicholas A. Kronfeld

Facsimile No.: + 1 (212) 450-5950

if to Purchaser, to:

Eton Park Capital Management, L.P.

399 Park Ave., 10th Floor

New York, NY 10022

Att:         Marcy Engel, Chief Operating Officer and General Counsel

Ricardo Salmon, Senior Managing Director

Facsimile No.: + 1 646 521 6360

with copies (which shall not constitute notice) to:

Shearman & Sterling LLP

599 Lexington Ave

New York, NY 10022

Att:  Robert Treuhold, Esq.

or such other address or facsimile number as such Party may hereafter specify for the purpose by notice to the other Party hereto.  All such notices, requests and other communications shall be deemed received on the date of receipt by the recipient thereof

6

if received prior to 5:00 p.m. in the place of receipt and such day is a Business Day in the place of receipt.  Otherwise, any such notice, request or communication shall be deemed not to have been received until the next succeeding Business Day in the place of receipt.

Section 5.02.  Amendments; Waivers.  (a) Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each Party to this Agreement, or in the case of a waiver, by the Party against whom the waiver is to be effective.

(b)No failure or delay by any Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.  The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

Section 5.03.Expenses.  All costs and expenses (including legal fees and expenses) incurred in connection with this Agreement shall be paid by the Party incurring such costs or expenses.

Section 5.04.Successors and Assigns.  The provisions of this Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and assigns; provided that no Party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of the other Party hereto.

Section 5.05.Governing Law.  This Agreement shall be construed in accordance with and governed by the internal law of the State of New York, without regard to the conflicts of law rules of such state.

Section 5.06.Jurisdiction.  Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby may be brought against any of the Parties in any United States District Court for the Southern District of New York or any New York State court sitting in New York City, so long as one of such courts shall have subject matter jurisdiction over such suit, action or proceeding, and that any cause of action arising out of this Agreement shall be deemed to have arisen from a transaction of business in the State of New York, and each of the Parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection it may now have or hereafter have to venue laid therein or that any such suit, action or proceeding which is brought in such court has been brought in an inconvenient forum.  Process in any such suit, action or proceeding may be served on any Party anywhere in the world, whether within or without the jurisdiction of any such court.  Without limiting the foregoing, each Party agrees that service of process on such Party as provided in ‎Section 5.01 shall be deemed effective service of process on such Party.

Section 5.07.  WAIVER OF JURY TRIAL.  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY

7

IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 5.08.Counterparts; Effectiveness.  This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.  This Agreement shall become effective when each Party hereto shall have received a counterpart hereof signed by the other Party hereto.

Section 5.09. Entire Agreement; Third-Party Beneficiaries.  This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements, understandings and negotiations, both written and oral, between the Parties with respect to the subject matter of this Agreement.  No representation, inducement, promise, understanding, condition or warranty of either Party hereto not set forth herein has been made or relied upon by any Party hereto.  Neither this Agreement nor any provision hereof is intended to confer upon any Person other than the Parties hereto any righ ts or remedies hereunder.

Section 5.10. Captions.  The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof.

Section 5.11.Survival.  The covenants, agreements, representations and warranties of the Parties hereto contained in this Agreement or in any certificate or other writing delivered pursuant hereto or in connection herewith shall survive the Closing.

Section 5.12.  Severability.  If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.  Upon such a determination, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner so that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

Section 5.13. Publicity.  No public release or announcement concerning the transactions contemplated hereby shall be issued by any Party without the prior consent of the other Party, except to the extent that such Party is advised by counsel that such release or announcement is necessary or advisable under applicable law or the rules or regulations of any securities exchange, in which case the Party required to make the release or announcement shall to the extent practicable provide the other Party with an opportunity to review and comment on such release or announcement in advance of its issuance.

8

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly executed as of the day and year first above written.

Repsol YPF, S.A.
By:	/s/ Fernando Ramírez Mazarredo
	Name: Fernando Ramírez Mazarredo
	Title: Chief Financial Officer

Eton Park Master Fund, LTD.
By:	Eton Park Capital Management, L.P., its Investment Manager
By:	/s/ Marcy Engel
	Name: Marcy Engel
	Title: Chief Operating Officer & General Counsel Eton Park Capital Management, L.P.

Exhibit A

Warrant Agreement

[Filed as Exhibit 99.3]

EX-99.2

Exhibit 99.2

STOCK PURCHASE AGREEMENT

Stock Purchase Agreement (this “Agreement”) dated as of December 22, 2010 between Repsol YPF, S.A., a limited liability company (sociedad anónima) duly organized on November 12, 1986, under the laws of the Kingdom of Spain (the “Vendor”), and Eton Park Fund, L.P., a Delaware limited partnership (the “Purchaser”).  Hereinafter, the Vendor and the Purchaser shall jointly be referred to as the “Parties,” and each one of them individually as a “Party .”

WHEREAS, YPF, S.A. (the “Company”) is a limited liability company (sociedad anónima) organized under the laws of Argentina, 83.10% of the capital stock of which is directly or indirectly owned by the Vendor.

WHEREAS, the Purchaser desires to purchase 2,243,590 American Depositary Shares (“ADSs”) of the Company, each representing one Class D share of the Company, par value 10 pesos per share (the “Firm ADSs”).

WHEREAS, the ADSs were issued under the Amended and Restated Deposit Agreement dated as of November 13, 2009 among the Company, The Bank of New York Mellon as Depositary and the holders from time to time of American Depositary Receipts issued thereunder.

WHEREAS, the Vendor and the Purchaser have agreed to enter into a Warrant Agreement with respect to 2,243,590 ADSs of the Company (the “Option ADSs”), substantially in the form of Exhibit A attached hereto.

WHEREAS, on this date, and simultaneously with the signing of this Agreement, the Vendor and the Purchaser have entered into a registration rights agreement with respect to the Firm ADSs and the Option ADSs.

NOW, THEREFORE, in consideration of the promises and of the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:

ARTICLE 1

Definitions

Section 1.01.  Definitions.  The following terms, as used herein, have the following meanings:

“Applicable Law” means, with respect to any Person, any federal, state or local law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, order, injunction, judgment, decree, ruling or other similar requirement enacted, adopted, promulgated or applied by a Governmental Body that is binding upon or applicable to such Person, as amended unless expressly specified otherwise.

“Business Day” means a day, other than Saturday, Sunday or other day on which commercial banks in New York, New York or Madrid, Spain or Buenos Aires, Argentina are authorized or required by Applicable Law to close.

“Governmental Body” means any governmental body, agency or official of any country or political subdivision of any country, including any federal, national, supranational, state, provincial, local or other government, governmental, regulatory or administrative authority (including any self-regulatory organization), agency or commission or any court, tribunal, or judicial or arbitral body.

“Person” means an individual, corporation, limited liability company, partnership, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.

ARTICLE 2

Purchase and Sale

Section 2.01.  Purchase and Sale.  Upon the terms and subject to the conditions of this Agreement, the Vendor agrees to sell to the Purchaser, and the Purchaser agrees to purchase from the Vendor, all of the Firm ADSs at the Closing for a purchase price of US$39 per Firm ADS and an aggregate purchase price of US$87,500,010, which purchase price shall be paid as provided in ‎Section 2.02. The ADSs may be delivered by the Vendor or by subsidiaries of the Vendor.

Section 2.02.  Closing.  (a)  The closing (the “Closing”) of the purchase and sale of the Firm ADSs hereunder shall take place at the offices of Davis Polk & Wardwell LLP on December 23, 2010.

           (b)     At the Closing: (i) the Purchaser shall deliver the cash purchase price payable pursuant to Section 2.01 to the Vendor, in immediately available funds by wire transfer to an account designated by the Vendor by notice to the Purchaser prior to the Closing; and (ii) the Vendor shall deliver to the Purchaser a physical American Depositary Receipt (“ADR”) representing the Firm ADSs, which physical ADR shall bear the following legend:

NEITHER THE ADSs EVIDENCED HEREBY NOR THE SHARES UNDERLYING SUCH ADSs HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND NEITHER THE ADSs NOR THE SHARES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) (1) PURSUANT TO A TRANSACTION THAT IN THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO REPSOL YPF S.A. IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES.  IN ADDITION, THE SHARES UNDERLYING THE ADSs EVIDENCED HEREBY MAY BE OFFERED AND

2

SOLD IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT.

(c)    The Parties agree to enter into a Warrant Agreement with respect to the Option ADSs substantially in the form set forth as Exhibit A hereto simultaneously with the Closing.

ARTICLE 3

Representations and Warranties of The Vendor

The Vendor hereby represents and warrants to the Purchaser that:

Section 3.01.  Organization and Existence.  The Vendor is a corporation (sociedad anónima) duly organized and validly existing under the laws of the Kingdom of Spain.

Section 3.02.  Authorization.  The execution, delivery and performance by the Vendor of this Agreement and the consummation by the Vendor of the transactions contemplated hereby are within the powers of the Vendor and have been duly authorized by all necessary action on the part of the Vendor.  This Agreement constitutes the valid and binding agreement of the Vendor, enforceable against the Vendor in accordance with its terms.

Section 3.03.  Governmental and Court Authorization.  The execution, delivery and performance by the Vendor of this Agreement and the consummation by the Vendor of the transactions contemplated hereby require no action by, or in respect of, or consent, approval or authorization of, or filing, registration or qualification with, any Governmental Body.

Section 3.04.  Non-contravention.  The execution, delivery and performance by the Vendor of this Agreement do not and shall not (i) contravene or conflict with the articles of incorporation, bylaws or other organizational document binding on the Vendor, (ii) contravene or conflict with or constitute a violation of any Applicable Law binding upon or applicable to the Vendor or (iii) require any consent, approval or other action by any Person or constitute a default under or give rise to any right of termination, cancellation or acceleration of any right or obligation of the Vendor or to a loss of any benefit to which the Vendor is entitled under any agreement, contract, indenture, lease or other instrument binding upon the Vendor or any license, franchise, permit or other similar authorization held by the Vendor.

Section 3.05.  Title to the Firm ADSs.  The Vendor has valid title to the Firm ADSs to be sold under this Agreement free and clear of all security interests, claims, liens, equities or other encumbrances.

Section 3.06.  The sale of the Firm ADSs by the Vendor pursuant to this Agreement is not prompted by any material information concerning the Company or

3

any of its subsidiaries that is not on file with or has not been submitted to the Securities and Exchange Commission (the “SEC”).

Section 3.07.  The Vendor has no knowledge of any material fact or information concerning the Company, or the operations, assets, condition, financial or otherwise, or prospects of the Company which is required under applicable law to be made generally available to the public and which has not been, or is not being, or will not be, made generally available to the public through information that is on file with or submitted to the SEC.

ARTICLE 4

Representations and Warranties of The Purchaser

Section 4.01.  Private Placement.  The Purchaser hereby represents and warrants to and agrees with the Vendor that:

(i)           Neither the ADSs evidenced hereby nor the shares underlying such ADSs have been registered under the Securities Act and neither the ADSs nor the shares may be offered, sold, pledged or otherwise transferred except (a) (1) pursuant to a transaction that in the opinion of counsel reasonably satisfactory to the Vendor is exempt from registration under the Securities Act or (2) pursuant to an effective registration statement under the Securities Act and (b) in accordance with all applicable securities laws of the states of the United States.  In addition, the shares underlying the ADSs evidenced hereby may be offered and sold in an offshore transaction complying with Rule 903 or Rule 904 of Regulation S under the Securities Act;

(ii)           It is a “qualified institutional buyer” as defined in Rule 144A (a “QIB”) under the Securities Act;

(iii)           It is acquiring the Firm ADSs for its own account or for one or more accounts (each of which is a QIB and as to each of which it exercises sole investment discretion and for each of which it has full power to make the acknowledgments, representations and agreements herein) and not with a view to, or for sale in connection with, any public resale or distribution thereof;

(iv)           It understands that no offering circular or prospectus will be provided or prepared in connection with the offer and sale of the Firm ADSs;

(v)           It has conducted its own investigation of the Firm ADSs and the Vendor has not made any representation to it, express or implied, with respect to the Firm ADSs or the Company.  It has received and reviewed all financial and other information that it believes is necessary or appropriate in connection with its decision to purchase the Firm ADSs;

(vi)           It represents that it has such knowledge and experience in financial and business matters (including investments in unregistered equity securities of non-U.S.

4

issuers) as to enable it to evaluate the merits and risk of its investment in the Firm ADSs and that it and any accounts for which it is acting is able to bear the economic risk of investing in and holding such Firm ADSs;

(vii)           It understands that the Firm ADSs are being offered in a transaction not involving any public offering in the United States within the meaning of the Securities Act;

(viii)           It understands that no representation is being made as to the availability of Rule 144 or any other exemption under the Securities Act for the reoffer, resale, pledge or transfer of the Firm ADSs;

Section 4.02.  Organization and Existence.  The Purchaser hereby represents and warrants that it is a limited partnership, validly existing and in good standing under the laws of Delaware.

Section 4.03.  Authorization.  The Purchaser hereby represents and warrants that the execution, delivery and performance by the Purchaser of this Agreement and the consummation by the Purchaser of the transactions contemplated hereby are within its powers and have been duly authorized by all necessary action on its part.  This Agreement constitutes a valid and binding agreement enforceable against the Purchaser in accordance with its terms.

Section 4.04.  Governmental and Court Authorization.  The Purchaser hereby represents and warrants that the execution, delivery and performance by the Purchaser of this Agreement and the consummation by the Purchaser of the transactions contemplated hereby require no action by, or in respect of, or consent, approval or authorization of, or filing, registration or qualification with, any Governmental Body.

Section 4.05.  Non-contravention.  The Purchaser hereby represents and warrants that the execution, delivery and performance by the Purchaser of this Agreement do not and shall not (i) contravene or conflict with the articles of incorporation, bylaws or other organizational document binding on the Purchaser, (ii) contravene or conflict with or constitute a violation of any Applicable Law binding upon or applicable to the Purchaser or (iii) require any consent, approval or other action by any Person or constitute a default under or give rise to any right of termination, cancellation or acceleration of any right or obligation of the Purchaser or to a loss of any benefit to which the Purchaser is entitled under any agreement, contract, indenture, lease or other instrument binding upon the Purchaser or any license, franchise, permit or other similar authorization held by the Purchaser.

ARTICLE 5

Miscellaneous

Section 5.01.  Notices.  All notices, requests and other communications to any Party hereunder shall be in writing (including facsimile transmission) and shall be given:

5

if to the Vendor, to:

Repsol YPF S.A.

Paseo de la Castellana 278-280

28046 Madrid (Spain)

Att: Corporate Director Finance

Facsimile No.: + 34 90 255 51 34

with copies (which shall not constitute notice) to:

Repsol YPF S.A.

Paseo de la Castellana 278-280

28046 Madrid (Spain)

Att: Corporate Director Legal Services

Facsimile No.: + 34 91 348 40 86

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, NY 10017

Att:  Nicholas A. Kronfeld

Facsimile No.: + 1 (212) 450-5950

if to Purchaser, to:

Eton Park Capital Management, L.P.

399 Park Ave., 10th Floor

New York, NY 10022

Att:         Marcy Engel, Chief Operating Officer and General Counsel

Ricardo Salmon, Senior Managing Director

Facsimile No.: + 1 646 521 6360

with copies (which shall not constitute notice) to:

Shearman & Sterling LLP

599 Lexington Ave

New York, NY 10022

Att:  Robert Treuhold, Esq.

or such other address or facsimile number as such Party may hereafter specify for the purpose by notice to the other Party hereto.  All such notices, requests and other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to 5:00 p.m. in the place of receipt and such day is a Business Day in the place of receipt.  Otherwise, any such notice, request or communication shall be deemed not to have been received until the next succeeding Business Day in the place of receipt.

Section 5.02.  Amendments; Waivers.  (a) Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and is

6

signed, in the case of an amendment, by each Party to this Agreement, or in the case of a waiver, by the Party against whom the waiver is to be effective.

(b)No failure or delay by any Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.  The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

Section 5.03.Expenses.  All costs and expenses (including legal fees and expenses) incurred in connection with this Agreement shall be paid by the Party incurring such costs or expenses.

Section 5.04.Successors and Assigns.  The provisions of this Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and assigns; provided that no Party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of the other Party hereto.

Section 5.05.Governing Law.  This Agreement shall be construed in accordance with and governed by the internal law of the State of New York, without regard to the conflicts of law rules of such state.

Section 5.06.Jurisdiction.  Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby may be brought against any of the Parties in any United States District Court for the Southern District of New York or any New York State court sitting in New York City, so long as one of such courts shall have subject matter jurisdiction over such suit, action or proceeding, and that any cause of action arising out of this Agreement shall be deemed to have arisen from a transaction of business in the State of New York, and each o f the Parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection it may now have or hereafter have to venue laid therein or that any such suit, action or proceeding which is brought in such court has been brought in an inconvenient forum.  Process in any such suit, action or proceeding may be served on any Party anywhere in the world, whether within or without the jurisdiction of any such court.  Without limiting the foregoing, each Party agrees that service of process on such Party as provided in ‎Section 5.01 shall be deemed effective service of process on such Party.

Section 5.07.  WAIVER OF JURY TRIAL.  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 5.08.Counterparts; Effectiveness.  This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.  This Agreement shall

7

become effective when each Party hereto shall have received a counterpart hereof signed by the other Party hereto.

Section 5.09.Entire Agreement; Third-Party Beneficiaries.  This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements, understandings and negotiations, both written and oral, between the Parties with respect to the subject matter of this Agreement.  No representation, inducement, promise, understanding, condition or warranty of either Party hereto not set forth herein has been made or relied upon by any Party hereto.  Neither this Agreement nor any provision hereof is intended to confer upon any Person other than the Parties hereto a ny rights or remedies hereunder.

Section 5.10.Captions.  The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof.

Section 5.11.Survival.  The covenants, agreements, representations and warranties of the Parties hereto contained in this Agreement or in any certificate or other writing delivered pursuant hereto or in connection herewith shall survive the Closing.

Section 5.12.  Severability.  If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.  Upon such a determination, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner so that the transactions contemplated hereby be consummate d as originally contemplated to the fullest extent possible.

Section 5.13Publicity.  No public release or announcement concerning the transactions contemplated hereby shall be issued by any Party without the prior consent of the other Party, except to the extent that such Party is advised by counsel that such release or announcement is necessary or advisable under applicable law or the rules or regulations of any securities exchange, in which case the Party required to make the release or announcement shall to the extent practicable provide the other Party with an opportunity to review and comment on such release or announcement in advance of its issuance.

8

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly executed as of the day and year first above written.

Repsol YPF, S.A.
By:	/s/ Fernando Ramírez Mazarredo
	Name: Fernando Ramírez Mazarredo
	Title: Chief Financial Officer

Eton Park Master Fund, Ltd.
By:	Eton Park Capital Management, L.P., its Investment Manager
By:	/s/ Marcy Engel
	Name: Marcy Engel
	Title: Chief Operating Officer & General Counsel Eton Park Capital Management, L.P.

Exhibit A

Warrant Agreement

[Filed as Exhibit 99.4]

EX-99.3

Exhibit 99.3

EXECUTION VERSION

WARRANT AGREEMENT

dated as of December 23, 2010

between

Repsol YPF, S.A.

as Seller

and

Eton Park Master Fund, Ltd.

as Purchaser

TABLE OF CONTENTS

Page

ARTICLE 1 Definitions
Section 1.01.	Certain Definitions	1
ARTICLE 2 Issuance, Execution and Transfer of Warrants
Section 2.01.	Purchase and Sale	5
Section 2.02.	Issuance of Warrants	5
Section 2.03.	Limitations on Transfer	5
ARTICLE 3 Exercise and Settlement of Warrants
Section 3.01.	Exercise of Warrants	6
Section 3.02.	Procedure for Exercise	6
Section 3.03.	Settlement of Warrants	6
Section 3.04.	Delivery of ADSs	6
Section 3.05.	No Fractional ADSs to Be Delivered	7
Section 3.06.	Calculations Determined by Seller	7
ARTICLE 4 Adjustments
Section 4.01.	Adjustments to Exercise Price	8
Section 4.02.	Adjustments to Number of Warrants	13
Section 4.03.	Certain Distributions of Rights and Warrants	13
Section 4.04.	Restrictions on Adjustments	14
Section 4.05.	Deferral of Adjustments	15
Section 4.06.	Recapitalizations, Reclassifications and Other Changes	16
Section 4.07.	Common Stock Outstanding	17
Section 4.08.	Seller’s Determinations Final	17
Section 4.09.	Notice of Adjustments	18
ARTICLE 5 Other Provisions Relating to Rights of Warrantholder
Section 5.01.	No Rights as Stockholders	18
Section 5.02.	Amendments	18

i

ARTICLE 6 Representations, Warranties and Covenants of the Seller
Section 6.01.	Organization and Existence	18
Section 6.02.	Authorization	18
Section 6.03.	Governmental and Court Authorization	18
Section 6.04.	Non-contravention	19
Section 6.05.	Title to the ADSs	19
Section 6.06.	Execution of Agreement not prompted by MNPI.	19
Section 6.07.	No MNPI.	19
ARTICLE 7 Representations and Warranties of The Purchaser
Section 7.01.	Private Placement	19
Section 7.02.	Organization and Existence	21
Section 7.03.	Authorization	21
Section 7.04.	Governmental and Court Authorization	21
Section 7.05.	Non-contravention	21
Section 7.06.	Limitations on Hedging	21
ARTICLE 8 Other Matters
Section 8.01.	Payment of Certain Taxes	22
Section 8.02.	Notices	22
Section 8.03.	Assignment of ADS Delivery to Affiliates.	23
Section 8.04.	Governing Law	23
Section 8.05.	Jurisdiction	23
Section 8.06.	WAIVER OF JURY TRIAL	24
Section 8.07.	Entire Agreement; Third-Party Beneficiaries	24
Section 8.08.	Captions	24
Section 8.09.	Counterparts; Effectiveness	24
Section 8.10.	Severability	24
Section 8.11.	Publicity	25
EXHIBIT A	FORM OF EXERCISE NOTICE	A-1
EXHIBIT B	FORM OF RESTRICTIVE LEGEND FOR ADSs	B-1

ii

WARRANT AGREEMENT

This Warrant Agreement dated as of December 23, 2010 is between REPSOL YPF, S.A., a corporation organized under the laws of the Kingdom of Spain (the “Seller”), and Eton Park Master Fund, Ltd., a Cayman Islands company, (the “Purchaser”).

WITNESSETH THAT:

WHEREAS, Seller beneficially owns directly or through one or more subsidiaries shares representing 83.104% of the outstanding Common Stock (as defined below);

WHEREAS, Seller desires to sell to Purchaser an aggregate initial Number of Warrants issued hereunder equal to 4,166,667, each of which is exercisable for one ADS (as defined below);

NOW THEREFORE in consideration of the mutual agreements herein contained, the Seller and the Purchaser agree as follows:

ARTICLE 1

Definitions

Section 1.01.  Certain Definitions.  As used in this Warrant Agreement, the following terms shall have their respective meanings set forth below:

“$” refers to such coin or currency of the United States as at any time of payment is legal tender for the payment of public and private debts.

“Adjustment Event” has the meaning set forth in ‎Section 4.05.

“ADS” means American Depositary Shares of the Issuer evidenced by American Depositary Receipts and issued pursuant to the Deposit Agreement.

“Applicable Law” means, with respect to any Person, any federal, state or local law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, order, injunction, judgment, decree, ruling or other similar requirement enacted, adopted, promulgated or applied by a Governmental Body that is binding upon or applicable to such Person, as amended unless expressly specified otherwise.

“Board of Directors” means the board of directors of the Seller or any committee of such board of directors duly authorized to exercise the power of such board of directors with respect to the matters provided for in this Warrant Agreement as to which the board of directors is authorized or required to act.

1

“Business Day” means a day, other than Saturday, Sunday or other day on which commercial banks in New York, New York or Madrid, Spain or Buenos Aires, Argentina are authorized or required by Applicable Law to close.

“Cash” means such coin or currency of the United States as at any time of payment is legal tender for the payment of public and private debts.

“Close of Business” means 5:00 p.m. New York City time.

“Closing Sale Price” means, as of any date, the quotient of (A)(i) the last reported sales price per ADS or any other security on such date (or, if no last reported sale price is reported, the average of the bid and ask prices or, (ii) if more than one in either case, the average of the average bid and the average ask prices on such date) as reported on the New York Stock Exchange, or if the ADSs or such other security is not listed on the New York Stock Exchange, as reported by the principal U.S. national or regional securities exchange or quotation system on which the ADSs or such other security is then listed or quoted, divided by (B) (solely in the case of an ADS and the corresponding Closing Sale Price ther eof) the number of shares of Common Stock represented by an ADS at such time; provided, however, that in the absence of such quotations, the Board of Directors will make a good faith determination of the Closing Sale Price.

“Common Stock” means Class D Common Stock, par value 10 Argentinian pesos per share, of the Issuer, subject to ‎Section 4.06.

“Current Market Price” means, in connection with a dividend, issuance or distribution, the average of the Closing Sale Prices of an ADS for each of the 10 consecutive Trading Days ending on, but excluding, the earlier of the date in question and the Trading Day immediately preceding the Ex-Date for such dividend, issuance or distribution.

“Deposit Agreement” means the Amended and Restated Deposit Agreement dated as of November 13, 2009 between the Issuer and Depositary (as the same may be amended, restated or replaced from time to time).

“Depositary” The Bank of New York Mellon, acting as depositary under the Deposit Agreement (and any successor or replacement thereto).

“Determination Date” has the meaning set forth in ‎Section 4.05.

“Dividend Threshold” has the meaning set forth in ‎Section 4.01(c).

“Ex-Date” means, in connection with any dividend, issuance or distribution, the first date on which the ADSs trade on the applicable exchange or in the applicable market regular way without the right to receive the issuance, dividend or distribution in question from the Issuer or, if applicable, from the

2

seller of the ADSs on such exchange or market (in the form of due bills or otherwise) as determined by such exchange or market.

“Exercise Date” has the meaning set forth in ‎Section 3.02(b).

“Exercise Notice” means, for any Warrant, the exercise notice substantially in the form set forth in Exhibit A hereto.

“Exercise Price” means initially $43.00 per Warrant, subject to adjustment pursuant to ‎Article 4.

“Expiration Date” means, for any Warrant, January 17, 2012, regardless of whether such date is a Trading Day.

“Firm ADS” has the meaning set forth in the Stock Purchase Agreement.

“Full Physical Share Amount” has the meaning set forth in ‎Section 3.03.

“Governmental Body” means any governmental body, agency or official of any country or political subdivision of any country, including any federal, national, supranational, state, provincial, local or other government, governmental, regulatory or administrative authority (including any self-regulatory organization), agency or commission or any court, tribunal, or judicial or arbitral body.

“Issuer” means YPF Sociedad Anónima.

“Number of Warrants” means, initially 4,166,667 Warrants, subject to adjustment pursuant to ‎Section 3.04(a)(iii) and ‎Section 4.02.

“Offer Expiration Date” has the meaning set forth in ‎Section 4.01(d).

“Offer Expiration Time” has the meaning set forth in ‎Section 4.01(d).

“Open of Business” means 9:00 a.m., New York City time.

“Person” means an individual, partnership, firm, corporation, business trust, joint stock company, trust, unincorporated association, joint venture, governmental authority or other entity of whatever nature.

“Purchased Shares” has the meaning set forth in ‎Section 4.01(d).

“Record Date” means, with respect to any dividend, distribution or other transaction or event in which the holders of ADSs have the right to receive any Cash, securities or other property or in which ADSs (or other applicable security) is exchanged for or converted into any combination of Cash, securities or other property, the date fixed for determination of holders of ADSs entitled to receive such Cash, securities or other

3

property (whether such date is fixed by the Board of Directors or by statute, contract or otherwise).

“Reference Property” has the meaning set forth in ‎Section 4.06.

“Reorganization Event” has the meaning set forth in ‎Section 4.06.

“SEC” means Securities and Exchange Commission of the United States.

“Securities Act” means the Securities Act of 1933, as amended.

“Settlement Date” means, in respect of a Warrant that is exercised hereunder, the third Trading Day immediately following the Exercise Date for such Warrant.

“Stock Purchase Agreement” means the Stock Purchase Agreement dated as of December 22, 2010 between the Seller and the Purchaser.

“Trading Day” means (i) if the applicable security is listed on the New York Stock Exchange, a day on which trades may be made thereon or (ii) if the applicable security is listed or admitted for trading on the American Stock Exchange, the NASDAQ Global Select Market, the NASDAQ Global Market or other national securities exchange or market, a day on which the American Stock Exchange, the NASDAQ Global Select Market, the NASDAQ Global Market or such other national securities exchange or market is open for business or (iii) if the applicable security is not so listed, admitted for trading or quoted, any Business Day in New York City, New York.

“Trigger Event” has the meaning set forth in ‎Section 4.03.

“Unit of Reference Property” has the meaning set forth in ‎Section 4.06.

“Unit Value” has the meaning set forth in ‎Section 4.06(c).

“Warrant” means a warrant of the Seller exercisable for one ADS of the Issuer, subject to adjustment as provided herein, and issued pursuant to this Warrant Agreement with the terms, conditions and rights set forth in this Warrant Agreement.

“Warrantholder” means the Purchaser.

4

ARTICLE 2

Issuance, Execution and Transfer of Warrants

Section 2.01.  Purchase and Sale.  Upon the terms and subject to the conditions of this Warrant Agreement, the Seller agrees to sell to the Purchaser, and the Purchaser agrees to purchase from the Seller, the Number of Warrants in consideration for Purchaser’s agreement to purchase all of the Firm ADSs.

Section 2.02.  Issuance of Warrants.  The Number of Warrants issued hereunder shall be represented by this Warrant Agreement.  The issue date of the Warrants shall be the date of the Closing (as defined in the Stock Purchase Agreement). The Warrants issued to the Purchaser at the Closing shall be the only Warrants issued or outstanding under this Warrant Agreement. All Warrants issued under this Warrant Agreement shall in all respects be equally and ratably entitled to the benefits hereof, without preference, priority, or distinction.

Section 2.03.  Limitations on Transfer.(a) Except is set forth in the immediately succeeding sentence, neither this Warrant Agreement, the Warrants evidenced hereby nor any interest or obligation in or under this Warrant Agreement may be directly or indirectly transferred, assigned or otherwise disposed (whether by way of security or otherwise) by the Purchaser without the prior written consent of the Seller.  The Purchaser shall be permitted to transfer or assign the Warrants evidenced hereby and its interests and obligations under this Warrant Agreement to any fund or similar entity that is ma naged or controlled by Eton Park Capital Management L.P..  In connection with any transfer or assignment pursuant to the immediately preceding sentence, the Purchaser shall give the Seller prompt written notice of such transfer or assignment, the number of Warrants that have been transferred or assigned and the identity of the relevant transferee or assignee.

(b)The Warrantholder agrees that on its own behalf and on behalf of any accounts for which it is acting neither the ADSs, if any, delivered upon exercise of the Warrants nor the Common Stock underlying such ADSs may be offered, sold, pledged or otherwise transferred except (a) (1) pursuant to a transaction that in the opinion of counsel reasonably satisfactory to the Seller is exempt from registration under the Securities Act pursuant to Rule 144 thereunder or (2) pursuant to an effective registration statement under the Securities Act and (b) in accordance with all applicable securities laws of the states of the United States.  In addition, the Common Stock underlying the ADSs, if any, delivered upon exercise of the Warra nts, may be offered and sold in an offshore transaction complying with Rule 903 or Rule 904 of Regulation S under the Securities Act.

5

ARTICLE 3

Exercise and Settlement of Warrants

Section 3.01.  Exercise of Warrants.At any time prior to 5:00 p.m., New York City time, on the Expiration Date, but on no more than ten separate occasions, the Warrantholder shall be entitled to exercise, in accordance with this ‎Article 3, the full Number of Warrants (which may include fractional Warrants) or any portion thereof (which shall not include any fractio nal Warrants); provided, however, that no Warrant may be exercised during any period commencing on, and including, the third Business Day immediately following the date that a dividend is declared by the Company on the Common Stock and ending on, and including, the earlier of (x) the payment date for such dividend and (y) the twenty-first calendar day immediately following the relevant declaration date for such dividend.  Any Warrants not exercised prior to such time shall expire unexercised.

Section 3.02.  Procedure for Exercise.  (a) To exercise a Warrant, the Warrantholder must deliver a duly completed and executed Exercise Notice to the Seller.

(b)The date on which the Warrantholder complies with the requirements for exercise set forth in this ‎Section 3.02 in respect of a Warrant is the “Exercise Date” for such Warrant.  However, if such date is not a Trading Day or the Warrantholder satisfies such requirements after the Close of Business on a Trading Day, then the Exercise Date shall be the immediately succeeding Trading Day.

Section 3.03.  Settlement of Warrants.  (a) For each Warrant exercised hereunder, (i) prior to 11:00 a.m., New York City time, on the Settlement Date for such Warrant, the Warrantholder shall pay the Exercise Price (determined as of such Exercise Date) by federal wire or other immediately available funds payable to the order of the Seller and notified to the Warrantholder in accordance with ‎Section 8.02, and (ii) on the Settlement Date, following receipt by the Seller of such Exercise Price, the Seller shall cause to be delivered to the Warrantholder one ADS (the “Full Physical Share Amount”), together with Cash in respect of any fractional ADS as provided in ‎Section 3.05.

Section 3.04.  Delivery of ADSs.  (a) In connection with the delivery of ADSs to the Warrantholder pursuant to ‎Section 3.03 upon exercise of any Warrants, the Seller shall:

(i)deliver to or upon the order of the Warrantholder a certificate or certificates, in each case with the legends set forth on Exhibit B, for the number of ADSs to which the Warrantholder is entitled, registered in the name of the Warrantholder;

6

(ii)deliver Cash to the Warrantholder in respect of any fractional ADSs, as provided in ‎Section 3.05; and

(iii)if the Number of Warrants shall not have been exercised in full, notify the Warrantholder of the new Number of Warrants represented by this Warrant Agreement.

(b)The Purchaser shall for all purposes be deemed to have become the holder of record of any ADSs delivered upon exercise of the Warrants represented by this Warrant Agreement as of the Close of Business on the later of the Exercise Date and the date of payment by the Warrantholder of the Exercise Price in accordance with ‎Section 3.03.  However, if any such date is a date when the ADS transfer books of the Depositary are closed, the Warrantholder shall be deemed to have become the holder of such ADSs at the Close of Busine ss on the next succeeding date on which the ADS transfer books of the Depositary are open.

Section 3.05.  No Fractional ADSs to Be Delivered.(a) Notwithstanding anything to the contrary in this Warrant Agreement, the Seller shall not be required to deliver any fraction of an ADS upon exercise of any Warrants.

(b)If any fraction of a Warrant shall be exercised hereunder, the Seller shall pay the Warrantholder Cash in lieu of the corresponding fraction of an ADS valued at the Closing Sale Price on the Exercise Date.  However, if more than one Warrant shall be exercised hereunder at one time by the Warrantholder, the number of full ADSs which shall be deliverable upon exercise thereof shall be computed on the basis of all Warrants (including any fractional Warrants) so exercised.  If any fraction of an ADS would, except for the provisions of this ‎Section 3.05, be deliverable on the exercise of any Warrant or Warrants (including any fractional Warrants), the Seller shall pay the Warrantholder Cash in lieu of such fractional ADS valued at the Closing Sale Price on the Exercise Date.  For purposes of this ‎Section 3.05(b) only, the “Closing Sale Price” shall be determined without regard to clause (B) in the definition thereof.

(c)The Warrantholder hereby expressly waives its right to receive any fraction of an ADS or a receipt representing a fraction of an ADS.

Section 3.06.  Calculations Determined by Seller.The Seller shall be responsible for performing all calculations required in connection with the exercise and settlement of the Warrants and the payment or delivery, as the case may be, of Cash and/or ADSs as described in this ‎Article 3.  In connection therewith, the Seller shall provide prompt written notice to the Warrantholder of the a mount of Cash and the number of ADSs payable or deliverable, as the case may be, upon exercise and settlement of the Warrants and, if the Number of Warrants shall not have been exercised in full, the remaining Number of Warrants represented by this Warrant Agreement.

7

ARTICLE 4

Adjustments

Section 4.01.  Adjustments to Exercise Price.  The Exercise Price for the Warrants shall be subject to adjustment (without duplication) upon the occurrence of any of the following events:

(a)The issuance of Common Stock as a dividend or distribution to all holders of Common Stock, or a subdivision or combination of Common Stock, in which event the Exercise Price shall be adjusted based on the following formula:

where:

EP0 = the Exercise Price in effect immediately prior to the Close of Business on the Record Date for such dividend or distribution, or immediately prior to the Open of Business on the effective date for such subdivision or combination, as the case may be;

EP1 = the Exercise Price in effect immediately after the Close of Business on the Record Date for such dividend or distribution, or immediately after the Open of Business on the effective date for such subdivision or combination, as the case may be;

OS0 = the number of shares of Common Stock outstanding immediately prior to the Close of Business on the Record Date for such dividend or distribution, or immediately prior to the Open of Business on the effective date for such subdivision or combination, as the case may be;

OS1 = the number of shares of Common Stock that would be outstanding immediately after, and solely as a result of, such dividend, distribution, subdivision or combination;

ADS0 = the number of shares of Common Stock represented by an ADS immediately prior to the Close of Business on the Record Date for such dividend or distribution, or immediately prior to the Open of Business on the effective date for such subdivision or combination, as the case may be; and

8

ADS1 = the number of shares of Common Stock represented by an ADS immediately after giving effect to such dividend, distribution, subdivision or combination, as the case may be.

Such adjustment shall become effective immediately after the Close of Business on the Record Date for such dividend or distribution, or immediately after the Open of Business on the effective date for such subdivision or combination, as the case may be. If any dividend or distribution of the type described in this ‎Section 4.01(a) is declared but not so paid or made, the Exercise Price shall again be adjusted to the Exercise Price that would then be in effect if such dividend or distribution had not been declared or announced, as the case may be.

(b)The issuance to all holders of Common Stock of rights or warrants entitling them for a period expiring 60 days or less from the date of issuance of such rights or warrants to purchase shares of Common Stock (or securities convertible into Common Stock) at less than (or having a conversion price per share less than) the Current Market Price of Common Stock, in which event the Exercise Price will be adjusted based on the following formula:

where:

EP0 = the Exercise Price in effect immediately prior to the Close of Business on the Record Date for such issuance;

EP1 = the Exercise Price in effect immediately after the Close of Business on the Record Date for such issuance;

OS0 = the number of shares of Common Stock outstanding immediately prior to the Close of Business on the Record Date for such issuance;

X = the total number of shares of Common Stock issuable pursuant to such rights, warrants or convertible securities; and

Y = the aggregate price payable to exercise such rights, warrants or convertible securities divided by the Current Market Price.

9

Such adjustment shall become effective immediately after the Close of Business on the Record Date for such issuance.  In the event that the issuance of such rights, warrants or convertible securities is announced but such rights, warrants or convertible securities are not so issued, the Exercise Price shall again be adjusted to be the Exercise Price that would then be in effect if the Record Date for such issuance had not occurred.  To the extent that such rights or warrants are not exercised prior to their expiration or shares of Common Stock are otherwise not delivered pursuant to such rights, warrants or convertible securities, upon the expiration, termination or maturity of such rights, warrants or convertible securities, the Exercise Price shall be readjusted to the Exercise Price that would then be in effect had the adjustments made upon the issuance of such rights, warrants or convertible securities been made on the basis of the delivery of only the number of shares of Common Stock actually delivered.  In determining the aggregate price payable for such shares of Common Stock, there shall be taken into account any consideration received for such rights or warrants, as well as any consideration received in connection with the conversion of any convertible securities issued upon exercise of such rights or warrants, and the value of such consideration, if other than Cash, shall be determined in good faith by the Board of Directors.

(c)Dividends or other distributions consisting exclusively of Cash to all holders of Common Stock, other than cash dividend(s) with a record date occurring during the term of this Warrant Agreement that do not, in the aggregate exceed $2.75 per share (the “Dividend Threshold”), in which event the Exercise Price will be adjusted based on the following formula:

EP1           =           EP0 –  C

where:

EP0 = the Exercise Price in effect immediately prior to the Close of Business on the Record Date for such dividend or distribution;

EP1 = the Exercise Price in effect immediately after the Close of Business on the Record Date for such dividend or distribution; and

C = the aggregate amount in Cash per share that the Issuer distributes to holders of Common Stock in excess of the Dividend Threshold.

The Dividend Threshold shall be subject to adjustment in a manner proportional to, and at the same time as, adjustments to the Exercise Price;

10

provided that no adjustment shall be made to the Dividend Threshold for any adjustment to the Exercise Price pursuant to this clause ‎(c).

Such adjustment shall become effective immediately after the Close of Business on the Record Date for such dividend or distribution.  In the event that such dividend or distribution is declared or announced but is not so paid or made, the Exercise Price shall again be adjusted to be the Exercise Price which would then be in effect if such dividend or distribution had not been declared or announced.  For the avoidance of doubt, in no event shall the Exercise Price be reduced to less than zero pursuant to this Section 4.01(c).

(d)The Issuer or one or more subsidiaries of the Issuer make purchases of Common Stock pursuant to a tender offer or exchange offer by the Issuer or a subsidiary of the Issuer for the Common Stock, to the extent that the Cash and value of any other consideration included in the payment per share of Common Stock validly tendered or exchanged exceeds the average Closing Sale Prices of an ADS over the 10 consecutive Trading Day period commencing on, and including, the Trading Day next succeeding the last date on which tenders or exchanges may be made pursuant to such tender or exchange offer (the “Offer Expiration Date”), in which event the Exercise Price will be adjus ted based on the following formula:

where:

EP0 = the Exercise Price in effect immediately prior to the Close of Business on the 10th Trading Day immediately following, and including, the Trading Day next succeeding the Offer Expiration Date;

EP1 = the Exercise Price in effect immediately after the Close of Business on the 10th Trading Day immediately following, and including, the Trading Day next succeeding the Offer Expiration Date;

FMV = the fair market value (as determined by the Board of Directors), on the Offer Expiration Date, of the aggregate value of all Cash and any other consideration paid or payable for shares of Common Stock validly tendered or exchanged and not withdrawn as of the Offer Expiration Date (the “Purchased Shares”);

11

OS1 = the number of shares of Common Stock outstanding as of the last time tenders or exchanges may be made pursuant to such tender or exchange offer (the “Offer Expiration Time”) less any Purchased Shares;

OS0 = the number of shares of Common Stock outstanding as of the Offer Expiration Time, including any Purchased Shares; and

SP1 = the average of the Closing Sale Prices of an ADS over the 10 consecutive Trading Day period commencing on, and including, the Trading Day next succeeding the Offer Expiration Date.

An adjustment, if any, to the Exercise Price pursuant to this clause ‎(d) shall be made immediately after the Close of Business on the 10th Trading Day immediately following, and including, the Trading Day next succeeding the Offer Expiration Date, but shall be given effect immediately after the Close of Business on the Offer Expiration Date.  To the extent that the Exercise Date for any Warrant occurs during the 10 consecutive Trading Day period commencing on, and including, the Trading Day next succeeding the Offer Expiration Date, the Settlement Date for such Warrants shall be postponed to th e 10th Trading Day immediately following, and including, the Trading Day next succeeding the Offer Expiration Date.  In the event that the Issuer or a subsidiary of the Issuer is obligated to purchase shares of Common Stock pursuant to any such tender offer or exchange offer, but the Issuer or such subsidiary is permanently prevented by applicable law from effecting any such purchases, or all such purchases are rescinded, then the Exercise Price shall again be adjusted to be the Exercise Price which would then be in effect if such tender offer or exchange offer had not been made.  Except as set forth in the preceding sentence, if the application of this clause ‎(d) to any tender offer or exchange offer would result in an increase in the Exercise Price, no adj ustment shall be made for such tender offer or exchange offer under this clause ‎(d).

(e)Whenever any provision of this Warrant Agreement requires the Seller to calculate the Current Market Price, the Closing Sale Price, the Exercise Price or any other variable set forth herein over a span of multiple days, the Seller’s Board of Directors will make appropriate adjustments to account for any adjustment to the Exercise Price that becomes effective, or any event requiring an adjustment to the Exercise Price where the Record Date of the event occurs, at any time during the period when the Current Market Price, the Closing Sale Price, the Exercise Price or any other variable set forth herein are to be calculated.

(f)In the event of (i) any subdivision or split of the outstanding ADSs, (ii) any distribution of additional ADSs to holders of ADSs, or (iii) any

12

combination of the outstanding ADSs into a smaller number of ADSs, the Seller shall adjust the Exercise Price (and shall make a corresponding adjustment to the Number of Warrants) in effect immediately before the event triggering the adjustment so that the Warrantholder will be entitled to receive, upon exercise of the Warrants issued hereunder, the number of ADSs that the Warrantholder would have been entitled to receive upon exercise immediately following this event had the Warrants issued hereunder been exercised for the underlying ADS immediately before this event or any record date with respect to it.

(g)If the Common Stock ceases to be represented by American Depositary Receipts issued under a depositary receipt program sponsored by the Issuer, or the ADSs cease to be listed on the New York Stock Exchange (and are not at that time listed on another United States national securities exchange), all references in this Warrant Agreement to the ADSs relative to the terms of the Warrants shall be deemed to have been replaced by a reference to the number of shares of Common Stock represented by an ADS on the date the Common Stock ceases to be represented by American Depositary Receipts issued under a depositary receipt program sponsored by the Issuer or on the last day on which the ADSs were traded on the New York Stock Exchange (or an other United States national securities exchange), as the case may be, as adjusted, pursuant to the adjustment provisions of this Warrant Agreement, for any other property the ADSs represented as if the other property had been distributed to holders of the ADSs on that day.

Section 4.02.  Adjustments to Number of Warrants.  Concurrently with any adjustment to the Exercise Price under ‎Section 4.01, the Number of Warrants shall be adjusted such that the Number of Warrants in effect immediately following the effectiveness of such adjustment will be equal to the Number of Warrants in effect immediately prior to such adjustment, multiplied by a fraction, (i) the numerator of which is the Exercise Price in effect im mediately prior to such adjustment and (ii) the denominator of which is the Exercise Price in effect immediately following such adjustment.

Section 4.03.  Certain Distributions of Rights and Warrants.  (a) Rights or warrants distributed by the Issuer to all holders of Common Stock entitling the holders thereof to subscribe for or purchase shares of the Issuer’s Common Stock (or securities convertible into Common Stock) (either initially or under certain circumstances), which rights or warrants, until the occurrence of a specified event or events (a “Trigger Event”):

(i)are deemed to be transferred with such shares of Common Stock;

(ii)are not exercisable; and

13

(iii)are also issued in respect of future issuances of Common Stock,

shall be deemed not to have been distributed for purposes of ‎Article 4 (and no adjustment to the Exercise Price or the Number of Warrants under this ‎Article 4 will be made) until the occurrence of the earliest Trigger Event, whereupon such rights and warrants shall be deemed to have been di stributed and an appropriate adjustment (if any is required) to the Exercise Price and the Number of Warrants shall be made under this ‎Article 4.

(b)In addition, in the event of any distribution (or deemed distribution) of rights or warrants, or any Trigger Event with respect thereto that was counted for purposes of calculating a distribution amount for which an adjustment to the Exercise Price and the Number of Warrants under ‎Article 4 was made:

(i)in the case of any such rights or warrants that shall all have been redeemed or repurchased without exercise by the holders thereof, the Exercise Price and the Number of Warrants shall be readjusted upon such final redemption or repurchase to give effect to such distribution or Trigger Event, as the case may be, as though it were a Cash distribution, equal to the per share redemption or repurchase price received by a holder or holders of Common Stock with respect to such rights or warrants (assuming such holder had retained such rights or warrants), made to all holders of Common Stock as of the date of such redemption or repurchase; and

(ii)in the case of such rights or warrants that shall have expired or been terminated without exercise by the holders thereof, the Exercise Price and the Number of Warrants shall be readjusted as if such rights and warrants had not been issued.

Section 4.04.  Restrictions on Adjustments.  (a) Except in accordance with ‎Section 4.01 and ‎Section 4.02,< /font> the Exercise Price and the Number of Warrants will not be adjusted for the issuance of Common Stock or ADSs or any securities convertible into or exchangeable for Common Stock or ADSs or carrying the right to purchase any of the foregoing.

(b)Neither the Exercise Price nor the Number of Warrants will be adjusted:

(i)upon the issuance of any shares of Common Stock or ADSs pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on the Issuer’s securities and the investment of additional optional amounts in shares of Common Stock or ADSs under any plan;

14

(ii)upon the issuance of any shares of Common Stock or ADSs or options or rights or rights to purchase such Common Stock or ADSs pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Issuer or any of its subsidiaries;

(iii)upon the issuance of any shares of Common Stock or ADSs pursuant to any option, warrant, right or exercisable, exchangeable or convertible security outstanding as of the date hereof;

(iv)for a change in the par value of the Common Stock; or

(v)for accumulated and unpaid dividends on the Common Stock or ADSs.

(c)No adjustment shall be made to the Exercise Price or the Number of Warrants for any of the transactions described in ‎Section 4.01 (other than a subdivision or combination of the Common Stock) if the Seller makes provisions for the Warrantholder to participate in any such transaction on a basis and with notice that the Board of Directors determines in good faith to be fair and appropriate.

(d)No adjustment shall be made to the Exercise Price, nor will any corresponding adjustment be made to the Number of Warrants, unless the adjustment would result in a change of at least 1% of the Exercise Price.

(e)If the Issuer takes a record of the holders of Common Stock for the purpose of entitling them to receive a dividend or other distribution, and thereafter (and before the dividend or distribution has been paid or delivered to stockholders) legally abandons its plan to pay or deliver such dividend or distribution, then thereafter no adjustment to the Exercise Price or the Number of Warrants then in effect shall be required by reason of the taking of such record.

Section 4.05.  Deferral of Adjustments.  In any case in which ‎Section 4.01 provides that an adjustment shall become effective immediately (a) after a Record Date for an event, (b) after the effective date (in the case of a subdivision or combination of the Common Stock) or (c) at the Close of Business on the Offer Expiration Date for any tender or exchange offer pursuant to ‎Section 4.01(d) (each a “Determination Date”), the Seller may elect to defer, until the later of the date the adjustment to the Exercise Price and the Number of Warrants can be definitively determined and the occurrence of the applicable Adjustment Event (as hereinafter defined), (i) delivering to the Warrantholder in respect of any Warrant exercised after such Determination Date and before the occurrence of such Adjustment Event, the additional ADSs or other securities or assets deliverable upon such exercise by reason of the a djustment required by such Adjustment Event over and above the ADSs deliverable upon such exercise before giving

15

effect to such adjustment and (ii) paying to the Warrantholder any amount in Cash in lieu of any fractional ADS pursuant to ‎Section 3.05.  For the purposes of this ‎Section 4.05, the term “Adjustment Event” shall mean (A) in any case referred to in clause ‎(a) or clause ‎(b) hereof, the occurrence of such event and (B) in any case referred to in clause ‎(c) hereof, the date a sale or exchange of Common Stock pursuant to such tender or exchange offer is consummated and becomes irrevocable.

Section 4.06.  Recapitalizations, Reclassifications and Other Changes.(a) If any of the following events occur:

(i)any recapitalization;

(ii)any reclassification or change of the outstanding shares of Common Stock (other than changes resulting from a subdivision or combination to which ‎Section 4.01(a) applies);

(iii)any consolidation, merger or combination involving the Issuer;

(iv)any sale or conveyance to a third party of all or substantially all of the Issuer’s assets; or

(v)any statutory share exchange,

(each such event a “Reorganization Event”), in each case as a result of which the Common Stock would be converted into, or exchanged for, stock, other securities, other property or assets (including cash or any combination thereof) (the “Reference Property”), then, following the effective time of the transaction, the right to receive ADSs upon exercise of a Warrant shall be changed to a right to receive, upon exercise of such Warrant, the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that a holder of one ADS would have owned or been entitled to receive in connection with such Reorganization Event (such kind and amount of Ref erence Property per share of Common Stock, a “Unit of Reference Property”).  In the event holders of the ADSs have the opportunity to elect the form of consideration to be received in a Reorganization Event, the type and amount of consideration into which the Warrants shall be exercisable from and after the effective time of such Reorganization Event shall be deemed to be the weighted average of the types and amounts of consideration received by the holders of the ADSs in such Reorganization Event.

(b)At any time from, and including, the effective time of a Reorganization Event:

16

(i)the Full Physical Share Amount per Warrant shall be equal to a single Unit of Reference Property;

(ii)the Seller shall pay Cash in lieu of delivering any fraction of a Unit of Reference Property or any fractional Warrant in accordance with ‎Section 3.05 based on the Unit Value as of the Exercise Date; and

(iii)the Closing Sale Price and the Current Market Price shall be calculated with respect to a Unit of Reference Property.

(c)The value of a Unit of Reference Property (the “Unit Value”) shall be determined as follows:

(i)any shares of common stock of the successor or purchasing corporation or any other corporation that are traded on a national or regional stock exchange included in such Unit of Reference Property shall be valued as if such shares were an “ADS” using procedures set forth in the definition of “Closing Sale Price” in ‎Section 1.01;

(ii)any other property (other than Cash) included in such Unit of Reference Property shall be valued in good faith by the Board of Directors or by a New York Stock Exchange member firm selected by the Board of Directors; and

(iii)any Cash included in such Unit of Reference Property shall be valued at the amount thereof.

(d)The above provisions of this ‎Section 4.06 shall similarly apply to successive Reorganization Events.

(e)If this ‎Section 4.06 applies to any event or occurrence, no other provision of this ‎Article 4 shall apply to such event or occurrence.

Section 4.07.  Common Stock Outstanding.  For the purposes of this ‎Article 4, the number of shares of Common Stock at any time outstanding shall not include shares held, directly or indirectly, by the Issuer, but shall include shares issuable in respect of scrip certificates issued in lieu of fractions of shares of Common Stock.

Section 4.08.  Seller’s Determinations Final.  The Seller shall be responsible for making all calculations called for under this Warrant Agreement. These calculations include, but are not limited to, the Exercise Date, the Current Market Price, the Closing Sale Price, the Exercise Price, the Number of Warrants and the number of ADSs or Units of Reference Property, if any, to be delivered upon exercise of any Warrants. The Seller shall make the foregoing calculations

17

in good faith and, absent manifest error, the Seller’s calculations shall be final and binding on the Warrantholder.

Section 4.09.  Notice of Adjustments.  Whenever the Exercise Price or the Number of Warrants is adjusted pursuant to this ‎Article 4, the Seller shall promptly mail to the Warrantholder a notice of the adjustment.

ARTICLE 5

Other Provisions Relating to Rights of Warrantholder

Section 5.01.  No Rights as Stockholders.  The Warrantholder shall not be entitled, by virtue of holding Warrants, to vote, to consent, to receive dividends, to receive notice as a stockholder with respect to any meeting of stockholders for the election of the Issuer’s directors or any other matter, or to exercise any rights whatsoever as the Issuer’s stockholder unless, until and only to the extent the Warrantholder becomes a holder of record of ADSs.

Section 5.02.  Amendments.  No amendment, modification or waiver in respect of this Warrant Agreement will be effective unless in writing (including a writing evidenced by a facsimile transmission) and executed by each of the parties or confirmed by an exchange of telexes or electronic messages on an electronic messaging system.

ARTICLE 6

Representations, Warranties and Covenants of the Seller

The Seller hereby represents and warrants to the Purchaser that:

Section 6.01.  Organization and Existence.  The Seller is a corporation (sociedad anónima) duly organized and validly existing under the laws of the Kingdom of Spain.

Section 6.02.  Authorization.  The execution, delivery and performance by the Seller of this Warrant Agreement and the consummation by the Seller of the transactions contemplated hereby are within the powers of the Seller and have been duly authorized by all necessary action on the part of the Seller.  This Warrant Agreement constitutes the valid and binding agreement of the Seller, enforceable against the Seller in accordance with its terms.

Section 6.03.  Governmental and Court Authorization.  The execution, delivery and performance by the Seller of this Warrant Agreement and the consummation by the Seller of the transactions contemplated hereby require

18

no action by, or in respect of, or consent, approval or authorization of, or filing, registration or qualification with, any Governmental Body.

Section 6.04.  Non-contravention.  The execution, delivery and performance by the Seller of this Warrant Agreement do not and shall not (i) contravene or conflict with the articles of incorporation, bylaws or other organizational document binding on the Seller, (ii) contravene or conflict with or constitute a violation of any Applicable Law binding upon or applicable to the Seller or (iii) require any consent, approval or other action by any Person or constitute a default under or give rise to any right of termination, cancellation or acceleration of any right or obligation of the Seller or to a loss of any benefit to which the Seller is entitled under any agreement, contract, indenture, lease or other instrument binding upon the Seller or any license, franchise, permit or other similar authorization held by the Seller.

Section 6.05.  Title to the ADSs.  The Seller has valid title to the ADSs to be delivered upon exercise of the Number of Warrants under this Warrant Agreement, or to shares of Common Stock sufficient to allow the issuance, upon deposit with the Depositary, of such ADSs, free and clear of all security interests, claims, liens, equities or other encumbrances.

Section 6.06. Execution of Agreement not prompted by MNPI. The execution of this Warrant Agreement by the Seller is not prompted by any material information concerning the Issuer or any of its subsidiaries that has not been submitted to or is not on file with the SEC.

Section 6.07. No MNPI. The Seller has no knowledge of any material fact or information concerning the Issuer, or the operations, assets, condition, financial or otherwise, or prospects of the Issuer which is required under applicable law to be made generally available to the public and which has not been, or is not being, or will not be, made generally available to the public through information that has been submitted to or is on file with the SEC.

ARTICLE 7

Representations and Warranties of The Purchaser

Section 7.01.  Private Placement.  The Purchaser hereby represents and warrants to and agrees with the Seller that:

(a)Neither the offer and sale of the Warrants nor the offer (or, upon exercise of the Warrants, any delivery) of the ADSs underlying the Warrants has been registered under the Securities Act and the ADSs (if any) delivered upon exercise of the Warrants may not be offered, sold, pledged or otherwise transferred except (a) (1) pursuant to a transaction that in the opinion of counsel

19

reasonably satisfactory to the Seller is exempt from registration under the Securities Act pursuant to Rule 144 thereunder or (2) pursuant to an effective registration statement under the Securities Act and (b) in accordance with all applicable securities laws of the states of the United States.  In addition, the Common Stock underlying any ADSs that may be issued upon exercise of the Warrants may be offered and sold in an offshore transaction complying with Rule 903 or Rule 904 of Regulation S under the Securities Act;

(b)It is a “qualified institutional buyer” as defined in Rule 144A (a “QIB”) under the Securities Act;

(c)It is acquiring the Warrants and the ADSs (if any) delivered upon exercise of the Warrants for its own account or for one or more accounts (each of which is a QIB and as to each of which it exercises sole investment discretion and for each of which it has full power to make the acknowledgments, representations and agreements herein) and not with a view to, or for sale in connection with, any public resale or distribution thereof;

(d)It understands that no offering circular or prospectus will be provided or prepared in connection with the offer and sale of the Warrants or the offer (or, upon exercise of the Warrants, any delivery) of the ADSs underlying the Warrants;

(e)It has conducted its own investigation of the Warrants, the ADSs underlying the Warrants, the Issuer and the Seller and neither the Seller nor the Issuer has made any representation to it, express or implied, with respect to the Warrants, the ADSs underlying the Warrants, the Issuer or the Seller.  It has received and reviewed all financial and other information that it believes is necessary or appropriate in connection with its decision to purchase the Warrants and the ADSs (if any) delivered upon exercise of the Warrants;

(f)It represents that it has such knowledge and experience in financial and business matters (including investments in unregistered equity securities of non-U.S. issuers) as to enable it to evaluate the merits and risk of its investment in the Warrants and the ADSs underlying the Warrants and that it and any accounts for which it is acting is able to bear the economic risk of investing in and holding such Warrants and the ADSs underlying the Warrants;

(g)It understands that the Warrants and the ADSs underlying the Warrants are being offered in a transaction not involving any public offering in the United States within the meaning of the Securities Act; and

(h)It understands that no representation is being made as to the availability of Rule 144 or any other exemption under the Securities Act for the

20

reoffer, resale, pledge or transfer of the ADSs (if any) delivered upon exercise of the Warrants.

Section 7.02.  Organization and Existence.  The Purchaser hereby represents and warrants that it is a Cayman Islands company duly organized, validly existing and in good standing under the laws of the Cayman Islands.

Section 7.03. Authorization.  The Purchaser hereby represents and warrants that the execution, delivery and performance by the Purchaser of this Warrant Agreement and the consummation by the Purchaser of the transactions contemplated hereby are within its powers and have been duly authorized by all necessary action on its part.  This Warrant Agreement constitutes a valid and binding agreement enforceable against the Purchaser in accordance with its terms.

Section 7.04. Governmental and Court Authorization.  The Purchaser hereby represents and warrants that the execution, delivery and performance by the Purchaser of this Warrant Agreement and the consummation by the Purchaser of the transactions contemplated hereby require no action by, or in respect of, or consent, approval or authorization of, or filing, registration or qualification with, any Governmental Body.

Section 7.05.  Non-contravention.  The Purchaser hereby represents and warrants that the execution, delivery and performance by the Purchaser of this Warrant Agreement do not and shall not (i) contravene or conflict with the articles of incorporation, bylaws or other organizational document binding on the Purchaser, (ii) contravene or conflict with or constitute a violation of any Applicable Law binding upon or applicable to the Purchaser or (iii) require any consent, approval or other action by any Person or constitute a default under or give rise to any right of termination, cancellation or acceleration of any right or obligation of the Purchaser or to a loss of any benefit to which the Purchaser is entitled under any agreem ent, contract, indenture, lease or other instrument binding upon the Purchaser or any license, franchise, permit or other similar authorization held by the Purchaser.

Section 7.06.  Limitations on Hedging.  Purchaser agrees that it shall not hedge its exposure under this Warrant Agreement (including, without limitation, by short selling ADSs, short selling Common Stock or through cash-settled derivatives) except in compliance with the Securities Act.

21

ARTICLE 8

Other Matters

Section 8.01.  Payment of Certain Taxes.  (a) The Seller shall pay any and all documentary, stamp or similar issue or transfer taxes that may be payable upon the initial issuance of the Warrants hereunder.

(b)The Seller shall pay any and all documentary, stamp or similar issue or transfer taxes that may be payable upon the delivery of ADSs upon the exercise of Warrants hereunder and the transfer of American Depositary Receipts in respect thereof in the respective names of, or in such names as may be directed by, the exercising Warrantholder.

Section 8.02.  Notices.  All notices, requests and other communications to any party hereunder shall be in writing (including facsimile transmission) and shall be given:

if to the Seller, to:

Repsol YPF S.A.

Paseo de la Castellana 278-280

28046 Madrid (Spain)

Att: Corporate Director Finance

Facsimile No.: + 34 90 255 51 34

with copies (which shall not constitute notice) to:

Repsol YPF S.A.

Paseo de la Castellana 278-280

28046 Madrid (Spain)

Att: Corporate Director Legal Services

Facsimile No.: + 34 91 348 40 86

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, NY 10017

Att:  Nicholas A. Kronfeld

Facsimile No.: + 1 (212) 450-5950

if to the Purchaser or Warrantholder, to:

Eton Park Capital Management, L.P.

399 Park Ave., 10th Floor

New York, NY 10022

Attn:      Marcy Engel, Chief Operating Officer and

22

                General Counsel Ricardo Salmon, Senior Managing Director

Facsimile No.: + 1 (646) 521-6360

with copies (which shall not constitute notice) to:

Shearman & Sterling LLP

599 Lexington Ave

New York, NY 10022

Attn:  Robert Treuhold, Esq.

or such other address or facsimile number as such party may hereafter specify for the purpose by notice to the other party hereto.  All such notices, requests and other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to 5:00 p.m. in the place of receipt and such day is a Business Day in the place of receipt.  Otherwise, any such notice, request or communication shall be deemed not to have been received until the next succeeding Business Day in the place of receipt.

Section 8.03.  Assignment of ADS Delivery to Affiliates. Seller has the right to assign any or all of its rights and obligations under this Warrant Agreement to deliver ADSs (or other property), together with Cash in respect of any fractional ADS as provided in ‎Section 3.05, to any of its affiliates; provided that Seller shall be discharged of its obligations to Holder only to the extent of such affiliate’s performance o f its obligations hereunder.  In connection with any transfer or assignment pursuant to the immediately preceding sentence, the Seller shall give the Purchaser prompt written notice of such transfer or assignment, the number of ADSs (or other property), together with Cash in respect of any fractional ADSs as provided in ‎Section 3.05, and the identity of the relevant assignee.

Section 8.04. Governing Law.  This Warrant Agreement shall be construed in accordance with and governed by the internal law of the State of New York, without regard to the conflicts of law rules of such state.

Section 8.05.  Jurisdiction.  Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Warrant Agreement or the transactions contemplated hereby may be brought against any of the parties in any United States District Court for the Southern District of New York or any New York State court sitting in New York City, so long as one of such courts shall have subject matter jurisdiction over such suit, action or proceeding, and that any cause of action arising out of this Warrant Agreement shall be deemed to have arisen from a transaction of business in the State of New York, and each of the parties hereby irrevocably consents to the

23

jurisdiction of such courts (and of the appropriate appellate courts) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection it may now have or hereafter have to venue laid therein or that any such suit, action or proceeding which is brought in such court has been brought in an inconvenient forum.  Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court.  Without limiting the foregoing, each party agrees that service of process on such party as provided in ‎ ;Section 8.02 shall be deemed effective service of process on such party.

Section 8.06.  WAIVER OF JURY TRIAL.  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS WARRANT AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 8.07.  Entire Agreement; Third-Party Beneficiaries.  This Warrant Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings and negotiations, both written and oral, between the parties with respect to the subject matter of this Warrant Agreement.  No representation, inducement, promise, understanding, condition or warranty not set forth herein has been made or relied upon by any party hereto.  Neither this Warrant Agreement nor any provision hereof is intended to confer upon any Person other than the parties hereto any rights or remedies hereunder.

Section 8.08.  Captions.  The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof.

Section 8.09.  Counterparts; Effectiveness.  This Warrant Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.  This Agreement shall become effective when each party hereto shall have received a counterpart hereof signed by the other party hereto.

Section 8.10.  Severability.  If any term, provision, covenant or restriction of this Warrant Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Warrant Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.  Upon such a determination, the parties shall negotiate in good faith to modify this Warrant Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner so that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

24

Section 8.11.  Publicity.  No public release or announcement concerning the transactions contemplated hereby shall be issued by any party without the prior consent of the other parties, except to the extent that such party is advised by counsel that such release or announcement is necessary or advisable under applicable law or the rules or regulations of any securities exchange, in which case the party required to make the release or announcement shall to the extent practicable provide the other parties with an opportunity to review and comment on such release or announcement in advance of its issuance.

25

IN WITNESS WHEREOF, this Warrant Agreement has been duly executed by the parties hereto as of the day and year first above written.

Repsol YPF, S.A.
By:	/s/ Fernando Ramírez Mazarredo
	Name: Fernando Ramírez Mazarredo
	Title: Chief Financial Officer

Eton Park Master Fund, Ltd.,
	as Purchaser and Warrantholder

By: Eton Park Capital Management, L.P., 

	its Investment Manager
By:	/s/ Marcy Engel
	Name: Marcy Engel
	Title: Chief Operating Officer & General Counsel Eton Park Capital Management, L.P.

26

EXHIBIT A

[FORM OF EXERCISE NOTICE]

Repsol YPF S.A.

Paseo de la Castellana 278-280

28046 Madrid (Spain)

Att: Corporate Director Finance

The undersigned (the “Warrantholder”) hereby irrevocably exercises ______________ Warrants (the “Exercised Warrants”).

The Warrantholder hereby confirms that it will, prior to 11:00 a.m., New York City time, on the Settlement Date, pay an amount equal to the Exercise Price (determined as of the relevant Exercise Date), multiplied by the number of Exercised Warrants, by federal wire or other immediately available funds payable to the order of the Seller to the account maintained by the Seller and notified to the Warrantholder as required under ‎Section 3.03 of the Warrant Agreement.

The Warrantholder hereby directs the Seller to deliver the Full Physical Share Amount for each of the Exercised Warrants as follows: ________________________________ .

Dated: _____________________	Eton Park Master Fund, Ltd.
	By:
		Authorized Signature
		Address:
		Telephone:

A-1

EXHIBIT B

FORM OF RESTRICTIVE LEGEND FOR ADSs

THE ADSs EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND SUCH ADSs MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) (1) PURSUANT TO A TRANSACTION THAT IN THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO REPSOL YPF S.A. IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT PURSUANT TO RULE 144 THEREUNDER OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES.  IN ADDITION, THE CLASS D SHARES UNDERLYING THE ADSs EVIDENCED HEREBY MAY BE OFFERED AND SOLD IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECU RITIES ACT.

B-1

EX-99.4 5 dp20483_ex9904.htm EXHIBIT 99.4

Exhibit 99.4

EXECUTION VERSION

WARRANT AGREEMENT

dated as of December 23, 2010

between

Repsol YPF, S.A.

as Seller

and

Eton Park Fund, L.P.

as Purchaser

TABLE OF CONTENTS

PAGE

ARTICLE 1
DEFINITIONS
Section 1.01. Certain Definitions	1
ARTICLE 2
ISSUANCE, EXECUTION AND TRANSFER OF WARRANTS
Section 2.01. Purchase and Sale	5
Section 2.02. Issuance of Warrants	5
Section 2.03. Limitations on Transfer	5
ARTICLE 3
EXERCISE AND SETTLEMENT OF WARRANTS
Section 3.01. Exercise of Warrants	6
Section 3.02. Procedure for Exercise	6
Section 3.03. Settlement of Warrants	6
Section 3.04. Delivery of ADSs	6
Section 3.05. No Fractional ADSs to Be Delivered	7
Section 3.06. Calculations Determined by Seller	7
ARTICLE 4
ADJUSTMENTS
Section 4.01. Adjustments to Exercise Price	8
Section 4.02. Adjustments to Number of Warrants	13
Section 4.03. Certain Distributions of Rights and Warrants	13
Section 4.04. Restrictions on Adjustments	14
Section 4.05. Deferral of Adjustments	15
Section 4.06. Recapitalizations, Reclassifications and Other Changes	16
Section 4.07. Common Stock Outstanding	17
Section 4.08. Seller’s Determinations Final	17
Section 4.09. Notice of Adjustments	18
ARTICLE 5
OTHER PROVISIONS RELATING TO RIGHTS OF WARRANTHOLDER
Section 5.01. No Rights as Stockholders	18
Section 5.02. Amendments	18

i

ARTICLE 6
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SELLER
Section 6.01. Organization and Existence	18
Section 6.02. Authorization.	18
Section 6.03. Governmental and Court Authorization	18
Section 6.04. Non- contravention	19
Section 6.05. Title to the ADSs	19
Section 6.06. Execution of Agreement not prompted by MNPI.	19
Section 6.07. No MNPI	19
ARTICLE 7
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
Section 7.01. Private Placement	19
Section 7.02. Organization and Existence	21
Section 7.03. Authorization	21
Section 7.04. Governmental and Court Authorization	21
Section 7.05. Non-contravention	21
Section 7.06. Limitations on Hedgin	21
ARTICLE 8
OTHER MATTERS
Section 8.01. Payment of Certain Taxes	22
Section 8.02. Notices	22
Section 8.03. Assignment of ADS Delivery to Affiliates.	23
Section 8.04. Governing Law.	23
Section 8.05. Jurisdiction	23
Section 8.06. WAIVER OF JURY TRIAL	24
Section 8.07. Entire Agreement; Third-Party Beneficiaries	24
Section 8.08. Captions	24
Section 8.09. Counterparts; Effectiveness	24
Section 8.10. Severability	24
Section 8.11. Publicity	25
EXHIBIT A  FORM OF EXERCISE NOTICE	A-1
EXHIBIT B   FORM OF RESTRICTIVE LEGEND FOR ADSs	B-1

ii

WARRANT AGREEMENT

This Warrant Agreement dated as of December 23, 2010 is between REPSOL YPF, S.A., a corporation organized under the laws of the Kingdom of Spain (the “Seller”), and Eton Park Fund, L.P., a Delaware limited partnership, (the “Purchaser”).

WITNESSETH THAT:

WHEREAS, Seller beneficially owns directly or through one or more subsidiaries shares representing 83.104% of the outstanding Common Stock (as defined below);

WHEREAS, Seller desires to sell to Purchaser an aggregate initial Number of Warrants issued hereunder equal to 2,243,590, each of which is exercisable for one ADS (as defined below);

NOW THEREFORE in consideration of the mutual agreements herein contained, the Seller and the Purchaser agree as follows:

ARTICLE 1

Definitions

Section 1.01.  Certain Definitions.  As used in this Warrant Agreement, the following terms shall have their respective meanings set forth below:

“$” refers to such coin or currency of the United States as at any time of payment is legal tender for the payment of public and private debts.

“Adjustment Event” has the meaning set forth in ‎Section 4.05.

“ADS” means American Depositary Shares of the Issuer evidenced by American Depositary Receipts and issued pursuant to the Deposit Agreement.

“Applicable Law” means, with respect to any Person, any federal, state or local law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, order, injunction, judgment, decree, ruling or other similar requirement enacted, adopted, promulgated or applied by a Governmental Body that is binding upon or applicable to such Person, as amended unless expressly specified otherwise.

“Board of Directors” means the board of directors of the Seller or any committee of such board of directors duly authorized to exercise the power of such board of directors with respect to the matters provided for in this Warrant Agreement as to which the board of directors is authorized or required to act.

1

“Business Day” means a day, other than Saturday, Sunday or other day on which commercial banks in New York, New York or Madrid, Spain or Buenos Aires, Argentina are authorized or required by Applicable Law to close.

“Cash” means such coin or currency of the United States as at any time of payment is legal tender for the payment of public and private debts.

“Close of Business” means 5:00 p.m. New York City time.

“Closing Sale Price” means, as of any date, the quotient of (A)(i) the last reported sales price per ADS or any other security on such date (or, if no last reported sale price is reported, the average of the bid and ask prices or, (ii) if more than one in either case, the average of the average bid and the average ask prices on such date) as reported on the New York Stock Exchange, or if the ADSs or such other security is not listed on the New York Stock Exchange, as reported by the principal U.S. national or regional securities exchange or quotation system on which the ADSs or such other security is then listed or quoted, divided by (B) (solely in the case of an ADS and the corresponding Closing Sale Price ther eof) the number of shares of Common Stock represented by an ADS at such time; provided, however, that in the absence of such quotations, the Board of Directors will make a good faith determination of the Closing Sale Price.

“Common Stock” means Class D Common Stock, par value 10 Argentinian pesos per share, of the Issuer, subject to ‎Section 4.06.

“Current Market Price” means, in connection with a dividend, issuance or distribution, the average of the Closing Sale Prices of an ADS for each of the 10 consecutive Trading Days ending on, but excluding, the earlier of the date in question and the Trading Day immediately preceding the Ex-Date for such dividend, issuance or distribution.

“Deposit Agreement” means the Amended and Restated Deposit Agreement dated as of November 13, 2009 between the Issuer and Depositary (as the same may be amended, restated or replaced from time to time).

“Depositary” The Bank of New York Mellon, acting as depositary under the Deposit Agreement (and any successor or replacement thereto).

“Determination Date” has the meaning set forth in ‎Section 4.05.

“Dividend Threshold” has the meaning set forth in ‎Section 4.01(c).

“Ex-Date” means, in connection with any dividend, issuance or distribution, the first date on which the ADSs trade on the applicable exchange or in the applicable market regular way without the right to receive the issuance, dividend or distribution in question from the Issuer or, if applicable, from the

2

seller of the ADSs on such exchange or market (in the form of due bills or otherwise) as determined by such exchange or market.

“Exercise Date” has the meaning set forth in ‎Section 3.02(b).

“Exercise Notice” means, for any Warrant, the exercise notice substantially in the form set forth in Exhibit A hereto.

“Exercise Price” means initially $43.00 per Warrant, subject to adjustment pursuant to ‎Article 4.

“Expiration Date” means, for any Warrant, January 17, 2012, regardless of whether such date is a Trading Day.

“Firm ADS” has the meaning set forth in the Stock Purchase Agreement.

“Full Physical Share Amount” has the meaning set forth in ‎Section 3.03.

“Governmental Body” means any governmental body, agency or official of any country or political subdivision of any country, including any federal, national, supranational, state, provincial, local or other government, governmental, regulatory or administrative authority (including any self-regulatory organization), agency or commission or any court, tribunal, or judicial or arbitral body.

“Issuer” means YPF Sociedad Anónima.

“Number of Warrants” means, initially 2,243,590 Warrants, subject to adjustment pursuant to ‎Section 3.04(a)(iii) and ‎Section 4.02.

“Offer Expiration Date” has the meaning set forth in ‎Section 4.01(d).

“Offer Expiration Time” has the meaning set forth in ‎Section 4.01(d).

“Open of Business” means 9:00 a.m., New York City time.

“Person” means an individual, partnership, firm, corporation, business trust, joint stock company, trust, unincorporated association, joint venture, governmental authority or other entity of whatever nature.

“Purchased Shares” has the meaning set forth in ‎Section 4.01(d).

“Record Date” means, with respect to any dividend, distribution or other transaction or event in which the holders of ADSs have the right to receive any Cash, securities or other property or in which ADSs (or other applicable security) is exchanged for or converted into any combination of Cash, securities or other

3

property, the date fixed for determination of holders of ADSs entitled to receive such Cash, securities or other property (whether such date is fixed by the Board of Directors or by statute, contract or otherwise).

“Reference Property” has the meaning set forth in ‎Section 4.06.

“Reorganization Event” has the meaning set forth in ‎Section 4.06.

“SEC” means Securities and Exchange Commission of the United States.

“Securities Act” means the Securities Act of 1933, as amended.

“Settlement Date” means, in respect of a Warrant that is exercised hereunder, the third Trading Day immediately following the Exercise Date for such Warrant.

“Stock Purchase Agreement” means the Stock Purchase Agreement dated as of December 22, 2010 between the Seller and the Purchaser.

“Trading Day” means (i) if the applicable security is listed on the New York Stock Exchange, a day on which trades may be made thereon or (ii) if the applicable security is listed or admitted for trading on the American Stock Exchange, the NASDAQ Global Select Market, the NASDAQ Global Market or other national securities exchange or market, a day on which the American Stock Exchange, the NASDAQ Global Select Market, the NASDAQ Global Market or such other national securities exchange or market is open for business or (iii) if the applicable security is not so listed, admitted for trading or quoted, any Business Day in New York City, New York.

“Trigger Event” has the meaning set forth in ‎Section 4.03.

“Unit of Reference Property” has the meaning set forth in ‎Section 4.06.

“Unit Value” has the meaning set forth in ‎Section 4.06(c).

“Warrant” means a warrant of the Seller exercisable for one ADS of the Issuer, subject to adjustment as provided herein, and issued pursuant to this Warrant Agreement with the terms, conditions and rights set forth in this Warrant Agreement.

“Warrantholder” means the Purchaser.

4

ARTICLE 2 

Issuance, Execution and Transfer of Warrants

Section 2.01.  Purchase and Sale.  Upon the terms and subject to the conditions of this Warrant Agreement, the Seller agrees to sell to the Purchaser, and the Purchaser agrees to purchase from the Seller, the Number of Warrants in consideration for Purchaser’s agreement to purchase all of the Firm ADSs.

Section 2.02.  Issuance of Warrants.  The Number of Warrants issued hereunder shall be represented by this Warrant Agreement.  The issue date of the Warrants shall be the date of the Closing (as defined in the Stock Purchase Agreement). The Warrants issued to the Purchaser at the Closing shall be the only Warrants issued or outstanding under this Warrant Agreement. All Warrants issued under this Warrant Agreement shall in all respects be equally and ratably entitled to the benefits hereof, without preference, priority, or distinction.

Section 2.03.  Limitations on Transfer.(a) Except is set forth in the immediately succeeding sentence, neither this Warrant Agreement, the Warrants evidenced hereby nor any interest or obligation in or under this Warrant Agreement may be directly or indirectly transferred, assigned or otherwise disposed (whether by way of security or otherwise) by the Purchaser without the prior written consent of the Seller.  The Purchaser shall be permitted to transfer or assign the Warrants evidenced hereby and its interests and obligations under this Warrant Agreement to any fund or similar entity that is managed or controlled by Eton Park Capital Management L.P..  In connection with any transfer or assignment pursuant to the immediately preceding sentence, the Purchaser shall give the Seller prompt written notice of such transfer or assignment, the number of Warrants that have been transferred or assigned and the identity of the relevant transferee or assignee.

(b)The Warrantholder agrees that on its own behalf and on behalf of any accounts for which it is acting neither the ADSs, if any, delivered upon exercise of the Warrants nor the Common Stock underlying such ADSs may be offered, sold, pledged or otherwise transferred except (a) (1) pursuant to a transaction that in the opinion of counsel reasonably satisfactory to the Seller is exempt from registration under the Securities Act pursuant to Rule 144 thereunder or (2) pursuant to an effective registration statement under the Securities Act and (b) in accordance with all applicable securities laws of the states of the United States.  In addition, the Common Stock underlying the ADSs, if any, delivered upon exercise of the Warra nts, may be offered and sold in an offshore transaction complying with Rule 903 or Rule 904 of Regulation S under the Securities Act.

5

ARTICLE 3

Exercise and Settlement of Warrants

Section 3.01.  Exercise of Warrants.At any time prior to 5:00 p.m., New York City time, on the Expiration Date, but on no more than ten separate occasions, the Warrantholder shall be entitled to exercise, in accordance with this ‎Article 3, the full Number of Warrants (which may include fractional Warrants) or any portion thereof (which shall not include any fractional Warrants); provided, however, that no Warrant may be exercised during any period commencing on, and including, the third Bus iness Day immediately following the date that a dividend is declared by the Company on the Common Stock and ending on, and including, the earlier of (x) the payment date for such dividend and (y) the twenty-first calendar day immediately following the relevant declaration date for such dividend.  Any Warrants not exercised prior to such time shall expire unexercised.

Section 3.02.  Procedure for Exercise.  (a) To exercise a Warrant, the Warrantholder must deliver a duly completed and executed Exercise Notice to the Seller.

(b)The date on which the Warrantholder complies with the requirements for exercise set forth in this ‎Section 3.02 in respect of a Warrant is the “Exercise Date” for such Warrant.  However, if such date is not a Trading Day or the Warrantholder satisfies such requirements after the Close of Business on a Trading Day, then the Exercise Date shall be the immediately succeeding Trading Day.

Section 3.03.  Settlement of Warrants.  (a) For each Warrant exercised hereunder, (i) prior to 11:00 a.m., New York City time, on the Settlement Date for such Warrant, the Warrantholder shall pay the Exercise Price (determined as of such Exercise Date) by federal wire or other immediately available funds payable to the order of the Seller and notified to the Warrantholder in accordance with ‎Section 8.02, and (ii) on the Settlement Date, following receipt by the Seller of such Exercise Price, the Seller shall cause to be delivered to the Warrantholder one ADS (the “Full Physical Share Amount 221;), together with Cash in respect of any fractional ADS as provided in ‎Section 3.05.

Section 3.04.  Delivery of ADSs.  (a) In connection with the delivery of ADSs to the Warrantholder pursuant to ‎Section 3.03 upon exercise of any Warrants, the Seller shall:

(i)deliver to or upon the order of the Warrantholder a certificate or certificates, in each case with the legends set forth on Exhibit B, for the number of ADSs to which the Warrantholder is entitled, registered in the name of the Warrantholder;

6

(ii)deliver Cash to the Warrantholder in respect of any fractional ADSs, as provided in ‎Section 3.05; and

(iii)if the Number of Warrants shall not have been exercised in full, notify the Warrantholder of the new Number of Warrants represented by this Warrant Agreement.

(b)The Purchaser shall for all purposes be deemed to have become the holder of record of any ADSs delivered upon exercise of the Warrants represented by this Warrant Agreement as of the Close of Business on the later of the Exercise Date and the date of payment by the Warrantholder of the Exercise Price in accordance with ‎Section 3.03.  However, if any such date is a date when the ADS transfer books of the Depositary are closed, the Warrantholder shall be deemed to have become the holder of such ADSs at the Close of Business on the next succeeding date on which the ADS transfer books of the Depositary are open.

Section 3.05.  No Fractional ADSs to Be Delivered.(a) Notwithstanding anything to the contrary in this Warrant Agreement, the Seller shall not be required to deliver any fraction of an ADS upon exercise of any Warrants.

(b)If any fraction of a Warrant shall be exercised hereunder, the Seller shall pay the Warrantholder Cash in lieu of the corresponding fraction of an ADS valued at the Closing Sale Price on the Exercise Date.  However, if more than one Warrant shall be exercised hereunder at one time by the Warrantholder, the number of full ADSs which shall be deliverable upon exercise thereof shall be computed on the basis of all Warrants (including any fractional Warrants) so exercised.  If any fraction of an ADS would, except for the provisions of this ‎Section 3.05, be deliverable on the exercise of any Warrant or Warrants (including any fractional Warrants), the Seller shall pay the Warrantholder Cash in lieu of such fractional ADS valued at the Closing Sale Price on the Exercise Date.  For purposes of this ‎Section 3.05(b) only, the “Closing Sale Price” shall be determined without regard to clause (B) in the definition thereof.

(c)The Warrantholder hereby expressly waives its right to receive any fraction of an ADS or a receipt representing a fraction of an ADS.

Section 3.06.  Calculations Determined by Seller.The Seller shall be responsible for performing all calculations required in connection with the exercise and settlement of the Warrants and the payment or delivery, as the case may be, of Cash and/or ADSs as described in this ‎Article 3.  In connection therewith, the Seller shall provide prompt written notice to the Warrantholder of the amount of Cash and the number of ADSs payable or deliverable, as the case may be, upon exercise and settlement of the Warrants and, if the Number of Warrants shall not have been exercised in full, the remaining N umber of Warrants represented by this Warrant Agreement.

7

ARTICLE 4

Adjustments

Section 4.01.  Adjustments to Exercise Price.  The Exercise Price for the Warrants shall be subject to adjustment (without duplication) upon the occurrence of any of the following events:

(a)The issuance of Common Stock as a dividend or distribution to all holders of Common Stock, or a subdivision or combination of Common Stock, in which event the Exercise Price shall be adjusted based on the following formula:

where:

EP0 = the Exercise Price in effect immediately prior to the Close of Business on the Record Date for such dividend or distribution, or immediately prior to the Open of Business on the effective date for such subdivision or combination, as the case may be;

EP1 = the Exercise Price in effect immediately after the Close of Business on the Record Date for such dividend or distribution, or immediately after the Open of Business on the effective date for such subdivision or combination, as the case may be;

OS0 = the number of shares of Common Stock outstanding immediately prior to the Close of Business on the Record Date for such dividend or distribution, or immediately prior to the Open of Business on the effective date for such subdivision or combination, as the case may be;

OS1 = the number of shares of Common Stock that would be outstanding immediately after, and solely as a result of, such dividend, distribution, subdivision or combination;

ADS0 = the number of shares of Common Stock represented by an ADS immediately prior to the Close of Business on the Record Date for such dividend or distribution, or immediately prior to the Open of Business on the effective date for such subdivision or combination, as the case may be; and

8

ADS1 = the number of shares of Common Stock represented by an ADS immediately after giving effect to such dividend, distribution, subdivision or combination, as the case may be.

Such adjustment shall become effective immediately after the Close of Business on the Record Date for such dividend or distribution, or immediately after the Open of Business on the effective date for such subdivision or combination, as the case may be. If any dividend or distribution of the type described in this ‎Section 4.01(a) is declared but not so paid or made, the Exercise Price shall again be adjusted to the Exercise Price that would then be in effect if such dividend or distribution had not been declared or announced, as the case may be.

(b)The issuance to all holders of Common Stock of rights or warrants entitling them for a period expiring 60 days or less from the date of issuance of such rights or warrants to purchase shares of Common Stock (or securities convertible into Common Stock) at less than (or having a conversion price per share less than) the Current Market Price of Common Stock, in which event the Exercise Price will be adjusted based on the following formula:

where:

EP0 = the Exercise Price in effect immediately prior to the Close of Business on the Record Date for such issuance;

EP1 = the Exercise Price in effect immediately after the Close of Business on the Record Date for such issuance;

OS0 = the number of shares of Common Stock outstanding immediately prior to the Close of Business on the Record Date for such issuance;

X = the total number of shares of Common Stock issuable pursuant to such rights, warrants or convertible securities; and

Y = the aggregate price payable to exercise such rights, warrants or convertible securities divided by the Current Market Price.

9

Such adjustment shall become effective immediately after the Close of Business on the Record Date for such issuance.  In the event that the issuance of such rights, warrants or convertible securities is announced but such rights, warrants or convertible securities are not so issued, the Exercise Price shall again be adjusted to be the Exercise Price that would then be in effect if the Record Date for such issuance had not occurred.  To the extent that such rights or warrants are not exercised prior to their expiration or shares of Common Stock are otherwise not delivered pursuant to such rights, warrants or convertible securities, upon the expiration, termination or maturity of such rights, warrants or convertible securities, the Exercise Price shall be readjusted to the Exercise Price that would then be in ef fect had the adjustments made upon the issuance of such rights, warrants or convertible securities been made on the basis of the delivery of only the number of shares of Common Stock actually delivered.  In determining the aggregate price payable for such shares of Common Stock, there shall be taken into account any consideration received for such rights or warrants, as well as any consideration received in connection with the conversion of any convertible securities issued upon exercise of such rights or warrants, and the value of such consideration, if other than Cash, shall be determined in good faith by the Board of Directors.

(c)Dividends or other distributions consisting exclusively of Cash to all holders of Common Stock, other than cash dividend(s) with a record date occurring during the term of this Warrant Agreement that do not, in the aggregate exceed $2.75 per share (the “Dividend Threshold”), in which event the Exercise Price will be adjusted based on the following formula:

EP1 =  EP0 –  C

where:

EP0 = the Exercise Price in effect immediately prior to the Close of Business on the Record Date for such dividend or distribution;

EP1 = the Exercise Price in effect immediately after the Close of Business on the Record Date for such dividend or distribution; and

C = the aggregate amount in Cash per share that the Issuer distributes to holders of Common Stock in excess of the Dividend Threshold.

The Dividend Threshold shall be subject to adjustment in a manner proportional to, and at the same time as, adjustments to the Exercise Price;

10

provided that no adjustment shall be made to the Dividend Threshold for any adjustment to the Exercise Price pursuant to this clause ‎(c).

Such adjustment shall become effective immediately after the Close of Business on the Record Date for such dividend or distribution.  In the event that such dividend or distribution is declared or announced but is not so paid or made, the Exercise Price shall again be adjusted to be the Exercise Price which would then be in effect if such dividend or distribution had not been declared or announced.  For the avoidance of doubt, in no event shall the Exercise Price be reduced to less than zero pursuant to this Section 4.01(c).

(d)The Issuer or one or more subsidiaries of the Issuer make purchases of Common Stock pursuant to a tender offer or exchange offer by the Issuer or a subsidiary of the Issuer for the Common Stock, to the extent that the Cash and value of any other consideration included in the payment per share of Common Stock validly tendered or exchanged exceeds the average Closing Sale Prices of an ADS over the 10 consecutive Trading Day period commencing on, and including, the Trading Day next succeeding the last date on which tenders or exchanges may be made pursuant to such tender or exchange offer (the “Offer Expiration Date”), in whic h event the Exercise Price will be adjusted based on the following formula:

where:

EP0 = the Exercise Price in effect immediately prior to the Close of Business on the 10th Trading Day immediately following, and including, the Trading Day next succeeding the Offer Expiration Date;

EP1 = the Exercise Price in effect immediately after the Close of Business on the 10th Trading Day immediately following, and including, the Trading Day next succeeding the Offer Expiration Date;

FMV = the fair market value (as determined by the Board of Directors), on the Offer Expiration Date, of the aggregate value of all Cash and any other consideration paid or payable for shares of Common Stock validly tendered or exchanged and not withdrawn as of the Offer Expiration Date (the “Purchased Shares”);

11

OS1 = the number of shares of Common Stock outstanding as of the last time tenders or exchanges may be made pursuant to such tender or exchange offer (the “Offer Expiration Time”) less any Purchased Shares;

OS0 = the number of shares of Common Stock outstanding as of the Offer Expiration Time, including any Purchased Shares; and

SP1 = the average of the Closing Sale Prices of an ADS over the 10 consecutive Trading Day period commencing on, and including, the Trading Day next succeeding the Offer Expiration Date.

An adjustment, if any, to the Exercise Price pursuant to this clause ‎(d) shall be made immediately after the Close of Business on the 10th Trading Day immediately following, and including, the Trading Day next succeeding the Offer Expiration Date, but shall be given effect immediately after the Close of Business on the Offer Expiration Date.  To the extent that the Exercise Date for any Warrant occurs during the 10 consecutive Trading Day period commencing on, and including, the Trading Day next succeeding the Offer Expiration Date, the Settlement Date for such Warrants shall be postponed to the 10th Trading Day immediately following, and including, the Trading Day next succeeding the Offer Expiration Date.  In the event that the Issuer or a subsidiary of the Issuer is obligated to purchase shares of Common Stock pursuant to any such tender offer or exchange offer, but the Issuer or such subsidiary is permanently prevented by applicable law from effecting any such purchases, or all such purchases are rescinded, then the Exercise Price shall again be adjusted to be the Exercise Price which would then be in effect if such tender offer or exchange offer had not been made.  Except as set forth in the preceding sentence, if the application of this clause ‎(d) to any tender offer or exchange offer would result in an increase in the Exercise Price, no adjustment shall be made for such tender offer or exchange offer under this clause ‎(d).

(e)Whenever any provision of this Warrant Agreement requires the Seller to calculate the Current Market Price, the Closing Sale Price, the Exercise Price or any other variable set forth herein over a span of multiple days, the Seller’s Board of Directors will make appropriate adjustments to account for any adjustment to the Exercise Price that becomes effective, or any event requiring an adjustment to the Exercise Price where the Record Date of the event occurs, at any time during the period when the Current Market Price, the Closing Sale Price, the Exercise Price or any other variable set forth herein are to be calculated.

(f)In the event of (i) any subdivision or split of the outstanding ADSs, (ii) any distribution of additional ADSs to holders of ADSs, or (iii) any

12

combination of the outstanding ADSs into a smaller number of ADSs, the Seller shall adjust the Exercise Price (and shall make a corresponding adjustment to the Number of Warrants) in effect immediately before the event triggering the adjustment so that the Warrantholder will be entitled to receive, upon exercise of the Warrants issued hereunder, the number of ADSs that the Warrantholder would have been entitled to receive upon exercise immediately following this event had the Warrants issued hereunder been exercised for the underlying ADS immediately before this event or any record date with respect to it.

(g)If the Common Stock ceases to be represented by American Depositary Receipts issued under a depositary receipt program sponsored by the Issuer, or the ADSs cease to be listed on the New York Stock Exchange (and are not at that time listed on another United States national securities exchange), all references in this Warrant Agreement to the ADSs relative to the terms of the Warrants shall be deemed to have been replaced by a reference to the number of shares of Common Stock represented by an ADS on the date the Common Stock ceases to be represented by American Depositary Receipts issued under a depositary receipt program sponsored by the Issuer or on the last day on which the ADSs were trad ed on the New York Stock Exchange (or another United States national securities exchange), as the case may be, as adjusted, pursuant to the adjustment provisions of this Warrant Agreement, for any other property the ADSs represented as if the other property had been distributed to holders of the ADSs on that day.

Section 4.02.  Adjustments to Number of Warrants.  Concurrently with any adjustment to the Exercise Price under ‎Section 4.01, the Number of Warrants shall be adjusted such that the Number of Warrants in effect immediately following the effectiveness of such adjustment will be equal to the Number of Warrants in effect immediately prior to such adjustment, multiplied by a fraction, (i) the numerator of which is the Exercise Price in effect immediately prior to such adjustment and (ii) the denominator of which is the Exercise Price in effect immediately following such adjustment.

Section 4.03.  Certain Distributions of Rights and Warrants.  (a) Rights or warrants distributed by the Issuer to all holders of Common Stock entitling the holders thereof to subscribe for or purchase shares of the Issuer’s Common Stock (or securities convertible into Common Stock) (either initially or under certain circumstances), which rights or warrants, until the occurrence of a specified event or events (a “Trigger Event”):

(i)are deemed to be transferred with such shares of Common Stock;

(ii)are not exercisable; and

13

(iii)are also issued in respect of future issuances of Common Stock,

shall be deemed not to have been distributed for purposes of ‎Article 4 (and no adjustment to the Exercise Price or the Number of Warrants under this ‎Article 4 will be made) until the occurrence of the earliest Trigger Event, whereupon such rights and warrants shall be deemed to have been distributed and an appropriate adjustment (if any is required) to the Exercise Price and the Number of Warrants shall be made under this ‎Article 4.

(b)In addition, in the event of any distribution (or deemed distribution) of rights or warrants, or any Trigger Event with respect thereto that was counted for purposes of calculating a distribution amount for which an adjustment to the Exercise Price and the Number of Warrants under ‎Article 4 was made:

(i)in the case of any such rights or warrants that shall all have been redeemed or repurchased without exercise by the holders thereof, the Exercise Price and the Number of Warrants shall be readjusted upon such final redemption or repurchase to give effect to such distribution or Trigger Event, as the case may be, as though it were a Cash distribution, equal to the per share redemption or repurchase price received by a holder or holders of Common Stock with respect to such rights or warrants (assuming such holder had retained such rights or warrants), made to all holders of Common Stock as of the date of such redemption or repurchase; and

(ii)in the case of such rights or warrants that shall have expired or been terminated without exercise by the holders thereof, the Exercise Price and the Number of Warrants shall be readjusted as if such rights and warrants had not been issued.

Section 4.04.  Restrictions on Adjustments.  (a) Except in accordance with ‎Section 4.01 and ‎Section 4.02, the Exercise Price and the Number of Warrants will not be adjusted for the issuance of Common Stock or ADSs or any securities convertible into or exchangeable for Common Stock or ADSs or carrying the right to purchase any of the foregoing.

(b)Neither the Exercise Price nor the Number of Warrants will be adjusted:

(i)upon the issuance of any shares of Common Stock or ADSs pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on the Issuer’s securities and the investment of additional optional amounts in shares of Common Stock or ADSs under any plan;

14

(ii)upon the issuance of any shares of Common Stock or ADSs or options or rights or rights to purchase such Common Stock or ADSs pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Issuer or any of its subsidiaries;

(iii)upon the issuance of any shares of Common Stock or ADSs pursuant to any option, warrant, right or exercisable, exchangeable or convertible security outstanding as of the date hereof;

(iv)for a change in the par value of the Common Stock; or

(v)for accumulated and unpaid dividends on the Common Stock or ADSs.

(c)No adjustment shall be made to the Exercise Price or the Number of Warrants for any of the transactions described in ‎Section 4.01 (other than a subdivision or combination of the Common Stock) if the Seller makes provisions for the Warrantholder to participate in any such transaction on a basis and with notice that the Board of Directors determines in good faith to be fair and appropriate.

(d)No adjustment shall be made to the Exercise Price, nor will any corresponding adjustment be made to the Number of Warrants, unless the adjustment would result in a change of at least 1% of the Exercise Price.

(e)If the Issuer takes a record of the holders of Common Stock for the purpose of entitling them to receive a dividend or other distribution, and thereafter (and before the dividend or distribution has been paid or delivered to stockholders) legally abandons its plan to pay or deliver such dividend or distribution, then thereafter no adjustment to the Exercise Price or the Number of Warrants then in effect shall be required by reason of the taking of such record.

Section 4.05.  Deferral of Adjustments.  In any case in which ‎Section 4.01 provides that an adjustment shall become effective immediately (a) after a Record Date for an event, (b) after the effective date (in the case of a subdivision or combination of the Common Stock) or (c) at the Close of Business on the Offer Expiration Date for any tender or exchange offer pursuant to ‎Section 4.01(d) (each a “Determination Date”), the Seller may elect to defer, until the later of the date the adjustment t o the Exercise Price and the Number of Warrants can be definitively determined and the occurrence of the applicable Adjustment Event (as hereinafter defined), (i) delivering to the Warrantholder in respect of any Warrant exercised after such Determination Date and before the occurrence of such Adjustment Event, the additional ADSs or other securities or assets deliverable upon such exercise by reason of the adjustment required by such Adjustment Event over and above the ADSs deliverable upon such exercise before giving

15

effect to such adjustment and (ii) paying to the Warrantholder any amount in Cash in lieu of any fractional ADS pursuant to ‎Section 3.05.  For the purposes of this ‎Section 4.05, the term “Adjustment Event” shall mean (A) in any case referred to in clause ‎(a) or clause ‎(b) hereof, the occurrence of such event and (B) in any case referred to in clause ‎(c) hereof, the date a sale or exchange of Common Stock pu rsuant to such tender or exchange offer is consummated and becomes irrevocable.

Section 4.06.  Recapitalizations, Reclassifications and Other Changes.(a) If any of the following events occur:

(i)any recapitalization;

(ii)any reclassification or change of the outstanding shares of Common Stock (other than changes resulting from a subdivision or combination to which ‎Section 4.01(a) applies);

(iii)any consolidation, merger or combination involving the Issuer;

(iv)any sale or conveyance to a third party of all or substantially all of the Issuer’s assets; or

(v)any statutory share exchange,

(each such event a “Reorganization Event”), in each case as a result of which the Common Stock would be converted into, or exchanged for, stock, other securities, other property or assets (including cash or any combination thereof) (the “Reference Property”), then, following the effective time of the transaction, the right to receive ADSs upon exercise of a Warrant shall be changed to a right to receive, upon exercise of such Warrant, the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that a holder of one ADS would have owned or been entitled to receive in connection with such Reorganization Event (such kind and amount of Ref erence Property per share of Common Stock, a “Unit of Reference Property”).  In the event holders of the ADSs have the opportunity to elect the form of consideration to be received in a Reorganization Event, the type and amount of consideration into which the Warrants shall be exercisable from and after the effective time of such Reorganization Event shall be deemed to be the weighted average of the types and amounts of consideration received by the holders of the ADSs in such Reorganization Event.

(b)At any time from, and including, the effective time of a Reorganization Event:

16

(i)the Full Physical Share Amount per Warrant shall be equal to a single Unit of Reference Property;

(ii)the Seller shall pay Cash in lieu of delivering any fraction of a Unit of Reference Property or any fractional Warrant in accordance with ‎Section 3.05 based on the Unit Value as of the Exercise Date; and

(iii)the Closing Sale Price and the Current Market Price shall be calculated with respect to a Unit of Reference Property.

(c)The value of a Unit of Reference Property (the “Unit Value”) shall be determined as follows:

(i)any shares of common stock of the successor or purchasing corporation or any other corporation that are traded on a national or regional stock exchange included in such Unit of Reference Property shall be valued as if such shares were an “ADS” using procedures set forth in the definition of “Closing Sale Price” in ‎Section 1.01;

(ii)any other property (other than Cash) included in such Unit of Reference Property shall be valued in good faith by the Board of Directors or by a New York Stock Exchange member firm selected by the Board of Directors; and

(iii)any Cash included in such Unit of Reference Property shall be valued at the amount thereof.

(d)The above provisions of this ‎Section 4.06 shall similarly apply to successive Reorganization Events.

(e)If this ‎Section 4.06 applies to any event or occurrence, no other provision of this ‎Article 4 shall apply to such event or occurrence.

Section 4.07.  Common Stock Outstanding.  For the purposes of this ‎Article 4, the number of shares of Common Stock at any time outstanding shall not include shares held, directly or indirectly, by the Issuer, but shall include shares issuable in respect of scrip certificates issued in lieu of fractions of shares of Common Stock.

Section 4.08.  Seller’s Determinations Final.  The Seller shall be responsible for making all calculations called for under this Warrant Agreement. These calculations include, but are not limited to, the Exercise Date, the Current Market Price, the Closing Sale Price, the Exercise Price, the Number of Warrants and the number of ADSs or Units of Reference Property, if any, to be delivered upon exercise of any Warrants. The Seller shall make the foregoing calculations

17

in good faith and, absent manifest error, the Seller’s calculations shall be final and binding on the Warrantholder.

Section 4.09.  Notice of Adjustments.  Whenever the Exercise Price or the Number of Warrants is adjusted pursuant to this ‎Article 4, the Seller shall promptly mail to the Warrantholder a notice of the adjustment.

ARTICLE 5

Other Provisions Relating to Rights of Warrantholder

Section 5.01.  No Rights as Stockholders.  The Warrantholder shall not be entitled, by virtue of holding Warrants, to vote, to consent, to receive dividends, to receive notice as a stockholder with respect to any meeting of stockholders for the election of the Issuer’s directors or any other matter, or to exercise any rights whatsoever as the Issuer’s stockholder unless, until and only to the extent the Warrantholder becomes a holder of record of ADSs.

Section 5.02.  Amendments.  No amendment, modification or waiver in respect of this Warrant Agreement will be effective unless in writing (including a writing evidenced by a facsimile transmission) and executed by each of the parties or confirmed by an exchange of telexes or electronic messages on an electronic messaging system.

ARTICLE 6

Representations, Warranties and Covenants of the Seller

The Seller hereby represents and warrants to the Purchaser that:

Section 6.01.  Organization and Existence.  The Seller is a corporation (sociedad anónima) duly organized and validly existing under the laws of the Kingdom of Spain.

Section 6.02.  Authorization.  The execution, delivery and performance by the Seller of this Warrant Agreement and the consummation by the Seller of the transactions contemplated hereby are within the powers of the Seller and have been duly authorized by all necessary action on the part of the Seller.  This Warrant Agreement constitutes the valid and binding agreement of the Seller, enforceable against the Seller in accordance with its terms.

Section 6.03.  Governmental and Court Authorization.  The execution, delivery and performance by the Seller of this Warrant Agreement and the consummation by the Seller of the transactions contemplated hereby require no

18

action by, or in respect of, or consent, approval or authorization of, or filing, registration or qualification with, any Governmental Body.

Section 6.04.  Non-contravention.  The execution, delivery and performance by the Seller of this Warrant Agreement do not and shall not (i) contravene or conflict with the articles of incorporation, bylaws or other organizational document binding on the Seller, (ii) contravene or conflict with or constitute a violation of any Applicable Law binding upon or applicable to the Seller or (iii) require any consent, approval or other action by any Person or constitute a default under or give rise to any right of termination, cancellation or acceleration of any right or obligation of the Seller or to a loss of any benefit to which the Seller is entitled under any agreement, contract, indenture, lease or other instrument binding upon the Seller or any license, franchise, permit or other similar authorization held by the Seller.

Section 6.05.  Title to the ADSs.  The Seller has valid title to the ADSs to be delivered upon exercise of the Number of Warrants under this Warrant Agreement, or to shares of Common Stock sufficient to allow the issuance, upon deposit with the Depositary, of such ADSs, free and clear of all security interests, claims, liens, equities or other encumbrances.

Section 6.06. Execution of Agreement not prompted by MNPI. The execution of this Warrant Agreement by the Seller is not prompted by any material information concerning the Issuer or any of its subsidiaries that has not been submitted to or is not on file with the SEC.

Section 6.07. No MNPI. The Seller has no knowledge of any material fact or information concerning the Issuer, or the operations, assets, condition, financial or otherwise, or prospects of the Issuer which is required under applicable law to be made generally available to the public and which has not been, or is not being, or will not be, made generally available to the public through information that has been submitted to or is on file with the SEC.

ARTICLE 7

Representations and Warranties of The Purchaser

Section 7.01.  Private Placement.  The Purchaser hereby represents and warrants to and agrees with the Seller that:

(a)Neither the offer and sale of the Warrants nor the offer (or, upon exercise of the Warrants, any delivery) of the ADSs underlying the Warrants has been registered under the Securities Act and the ADSs (if any) delivered upon exercise of the Warrants may not be offered, sold, pledged or otherwise transferred except (a) (1) pursuant to a transaction that in the opinion of counsel

19

reasonably satisfactory to the Seller is exempt from registration under the Securities Act pursuant to Rule 144 thereunder or (2) pursuant to an effective registration statement under the Securities Act and (b) in accordance with all applicable securities laws of the states of the United States.  In addition, the Common Stock underlying any ADSs that may be issued upon exercise of the Warrants may be offered and sold in an offshore transaction complying with Rule 903 or Rule 904 of Regulation S under the Securities Act;

(b)It is a “qualified institutional buyer” as defined in Rule 144A (a “QIB”) under the Securities Act;

(c)It is acquiring the Warrants and the ADSs (if any) delivered upon exercise of the Warrants for its own account or for one or more accounts (each of which is a QIB and as to each of which it exercises sole investment discretion and for each of which it has full power to make the acknowledgments, representations and agreements herein) and not with a view to, or for sale in connection with, any public resale or distribution thereof;

(d)It understands that no offering circular or prospectus will be provided or prepared in connection with the offer and sale of the Warrants or the offer (or, upon exercise of the Warrants, any delivery) of the ADSs underlying the Warrants;

(e)It has conducted its own investigation of the Warrants, the ADSs underlying the Warrants, the Issuer and the Seller and neither the Seller nor the Issuer has made any representation to it, express or implied, with respect to the Warrants, the ADSs underlying the Warrants, the Issuer or the Seller.  It has received and reviewed all financial and other information that it believes is necessary or appropriate in connection with its decision to purchase the Warrants and the ADSs (if any) delivered upon exercise of the Warrants;

(f)It represents that it has such knowledge and experience in financial and business matters (including investments in unregistered equity securities of non-U.S. issuers) as to enable it to evaluate the merits and risk of its investment in the Warrants and the ADSs underlying the Warrants and that it and any accounts for which it is acting is able to bear the economic risk of investing in and holding such Warrants and the ADSs underlying the Warrants;

(g)It understands that the Warrants and the ADSs underlying the Warrants are being offered in a transaction not involving any public offering in the United States within the meaning of the Securities Act; and

(h)It understands that no representation is being made as to the availability of Rule 144 or any other exemption under the Securities Act for the

20

reoffer, resale, pledge or transfer of the ADSs (if any) delivered upon exercise of the Warrants.

Section 7.02.  Organization and Existence.  The Purchaser hereby represents and warrants that it is a Delaware limited partnership duly organized, validly existing and in good standing under the laws of Delaware.

Section 7.03. Authorization.  The Purchaser hereby represents and warrants that the execution, delivery and performance by the Purchaser of this Warrant Agreement and the consummation by the Purchaser of the transactions contemplated hereby are within its powers and have been duly authorized by all necessary action on its part.  This Warrant Agreement constitutes a valid and binding agreement enforceable against the Purchaser in accordance with its terms.

Section 7.04. Governmental and Court Authorization.  The Purchaser hereby represents and warrants that the execution, delivery and performance by the Purchaser of this Warrant Agreement and the consummation by the Purchaser of the transactions contemplated hereby require no action by, or in respect of, or consent, approval or authorization of, or filing, registration or qualification with, any Governmental Body.

Section 7.05.  Non-contravention.  The Purchaser hereby represents and warrants that the execution, delivery and performance by the Purchaser of this Warrant Agreement do not and shall not (i) contravene or conflict with the articles of incorporation, bylaws or other organizational document binding on the Purchaser, (ii) contravene or conflict with or constitute a violation of any Applicable Law binding upon or applicable to the Purchaser or (iii) require any consent, approval or other action by any Person or constitute a default under or give rise to any right of termination, cancellation or acceleration of any right or obligation of the Purchaser or to a loss of any benefit to which the Purchaser is enti tled under any agreement, contract, indenture, lease or other instrument binding upon the Purchaser or any license, franchise, permit or other similar authorization held by the Purchaser.

Section 7.06.  Limitations on Hedging.  Purchaser agrees that it shall not hedge its exposure under this Warrant Agreement (including, without limitation, by short selling ADSs, short selling Common Stock or through cash-settled derivatives) except in compliance with the Securities Act.

21

ARTICLE 8

Other Matters

Section 8.01.  Payment of Certain Taxes.  (a) The Seller shall pay any and all documentary, stamp or similar issue or transfer taxes that may be payable upon the initial issuance of the Warrants hereunder.

(b)The Seller shall pay any and all documentary, stamp or similar issue or transfer taxes that may be payable upon the delivery of ADSs upon the exercise of Warrants hereunder and the transfer of American Depositary Receipts in respect thereof in the respective names of, or in such names as may be directed by, the exercising Warrantholder.

Section 8.02.  Notices.  All notices, requests and other communications to any party hereunder shall be in writing (including facsimile transmission) and shall be given:

if to the Seller, to:

Repsol YPF S.A.

Paseo de la Castellana 278-280

28046 Madrid (Spain)

Att: Corporate Director Finance

Facsimile No.: + 34 90 255 51 34

with copies (which shall not constitute notice) to:

Repsol YPF S.A.

Paseo de la Castellana 278-280

28046 Madrid (Spain)

Att: Corporate Director Legal Services

Facsimile No.: + 34 91 348 40 86

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, NY 10017

Att:  Nicholas A. Kronfeld

Facsimile No.: + 1 (212) 450-5950

if to the Purchaser or Warrantholder, to:

Eton Park Capital Management, L.P.

399 Park Ave., 10th Floor

New York, NY 10022

Attn:   Marcy Engel, Chief Operating Officer and

General Counsel

22

            Ricardo Salmon, Senior Managing Director

Facsimile No.: + 1 (646) 521-6360

with copies (which shall not constitute notice) to:

Shearman & Sterling LLP

599 Lexington Ave

New York, NY 10022

Attn:  Robert Treuhold, Esq.

or such other address or facsimile number as such party may hereafter specify for the purpose by notice to the other party hereto.  All such notices, requests and other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to 5:00 p.m. in the place of receipt and such day is a Business Day in the place of receipt.  Otherwise, any such notice, request or communication shall be deemed not to have been received until the next succeeding Business Day in the place of receipt.

Section 8.03.  Assignment of ADS Delivery to Affiliates. Seller has the right to assign any or all of its rights and obligations under this Warrant Agreement to deliver ADSs (or other property), together with Cash in respect of any fractional ADS as provided in ‎Section 3.05, to any of its affiliates; provided that Seller shall be discharged of its obligations to Holder only to the extent of such affiliate’s performance of its obligations hereunder.  In connection with any transfer or assignment pursuant to the immediately preceding sentence, the Seller shall give the Purchaser prompt written notice of such transfer or assignmen t, the number of ADSs (or other property), together with Cash in respect of any fractional ADSs as provided in ‎Section 3.05, and the identity of the relevant assignee.

Section 8.04. Governing Law.  This Warrant Agreement shall be construed in accordance with and governed by the internal law of the State of New York, without regard to the conflicts of law rules of such state.

Section 8.05.  Jurisdiction.  Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Warrant Agreement or the transactions contemplated hereby may be brought against any of the parties in any United States District Court for the Southern District of New York or any New York State court sitting in New York City, so long as one of such courts shall have subject matter jurisdiction over such suit, action or proceeding, and that any cause of action arising out of this Warrant Agreement shall be deemed to have arisen from a transaction of business in the State of New York, and each of the parties hereby irrevocably consents to the

23

jurisdiction of such courts (and of the appropriate appellate courts) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection it may now have or hereafter have to venue laid therein or that any such suit, action or proceeding which is brought in such court has been brought in an inconvenient forum.  Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court.  Without limiting the foregoing, each party agrees that service of process on such party as provided in ‎Section 8.02 shall be deemed effective service of process on such party.

Section 8.06.  WAIVER OF JURY TRIAL.  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS WARRANT AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 8.07.  Entire Agreement; Third-Party Beneficiaries.  This Warrant Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings and negotiations, both written and oral, between the parties with respect to the subject matter of this Warrant Agreement.  No representation, inducement, promise, understanding, condition or warranty not set forth herein has been made or relied upon by any party hereto.  Neither this Warrant Agreement nor any provision hereof is intended to confer upon any Person other than the parties hereto any rights or remedies hereunder.

Section 8.08.  Captions.  The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof.

Section 8.09.  Counterparts; Effectiveness.  This Warrant Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.  This Agreement shall become effective when each party hereto shall have received a counterpart hereof signed by the other party hereto.

Section 8.10.  Severability.  If any term, provision, covenant or restriction of this Warrant Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Warrant Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.  Upon such a determination, the parties shall negotiate in good faith to modify this Warrant Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner so that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

24

Section 8.11.  Publicity.  No public release or announcement concerning the transactions contemplated hereby shall be issued by any party without the prior consent of the other parties, except to the extent that such party is advised by counsel that such release or announcement is necessary or advisable under applicable law or the rules or regulations of any securities exchange, in which case the party required to make the release or announcement shall to the extent practicable provide the other parties with an opportunity to review and comment on such release or announcement in advance of its issuance.

25

IN WITNESS WHEREOF, this Warrant Agreement has been duly executed by the parties hereto as of the day and year first above written.

Repsol YPF, S.A.
By:	/s/ Fernando Ramírez Mazarredo
	Name: Fernando Ramírez Mazarredo
	Title: Chief Financial Officer

Eton Park Fund, L.P.,
	as Purchaser and Warrantholder

By: Eton Park Capital Management, L.P., 

	its Investment Manager
By:	/s/ Marcy Engel
	Name: Marcy Engel
	Title: Chief Operating Officer & General Counsel Eton Park Capital Management, L.P.

26

EXHIBIT A

[FORM OF EXERCISE NOTICE]

Repsol YPF S.A.

Paseo de la Castellana 278-280

28046 Madrid (Spain)

Att: Corporate Director Finance

The undersigned (the “Warrantholder”) hereby irrevocably exercises ______________ Warrants (the “Exercised Warrants”).

The Warrantholder hereby confirms that it will, prior to 11:00 a.m., New York City time, on the Settlement Date, pay an amount equal to the Exercise Price (determined as of the relevant Exercise Date), multiplied by the number of Exercised Warrants, by federal wire or other immediately available funds payable to the order of the Seller to the account maintained by the Seller and notified to the Warrantholder as required under ‎Section 3.03 of the Warrant Agreement.

The Warrantholder hereby directs the Seller to deliver the Full Physical Share Amount for each of the Exercised Warrants as follows:

____________________________________________________________.

Date:	Eton Park Fund, L.P.
	By:
		Authorized Signature
		Address:
		Telephone:

A-1

EXHIBIT B

FORM OF RESTRICTIVE LEGEND FOR ADSs

THE ADSs EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND SUCH ADSs MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) (1) PURSUANT TO A TRANSACTION THAT IN THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO REPSOL YPF S.A. IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT PURSUANT TO RULE 144 THEREUNDER OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES.  IN ADDITION, THE CLASS D SHARES UNDERLYING THE ADSs EVIDENCED HEREBY MAY BE OFFERED AND SOLD IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECU RITIES ACT.

B-1

EX-99.5 6 dp20483_ex9905.htm EXHIBIT 99.5

Exhibit 99.5

REGISTRATION RIGHTS AGREEMENT

Registration Rights Agreement (this “Agreement”), dated as of December 22, 2010 among Repsol YPF, S.A., a Spanish company (the “Vendor”) and Eton Park Master Fund, Ltd. (the “Purchaser”).

Whereas, YPF Sociedad Anónima, an Argentine company (the “Company”) has established, with The Bank of New York Mellon, as depositary (the “Depositary”), an American depositary receipt program (such program and any successor or replacement program, the “ADR Program”) pursuant to the Amended and Restated Deposit Agreement dated as of November 13, 2009 among the Company, the Depositary and the holders from time to time of the American depositary shares (“ADSs&# 8221;) issued thereunder (the “ADR Deposit Agreement”);

Whereas, on this date, and simultaneously with the signing of this Agreement, the Vendor and the Purchaser have entered into a Stock Purchase Agreement, pursuant to which the Purchaser will buy from the Vendor 4,166,667 ADSs of the Company (the “Firm ADSs”), each of which represents one Class D Share of the Company, par value 10 pesos per share (a “Share” and, collectively, the “Shares”);

Whereas, the Vendor and the Purchaser have agreed to enter into a Warrant Agreement with respect to 4,166,667 ADSs of the Company (the “Option ADSs” and together with the Firm ADSs, the “Purchased ADSs”), substantially in the form of Exhibit A attached hereto;

Whereas, the Firm ADSs are and the Option ADSs will be represented by American depositary receipts issued by the Depositary and bearing the legend set forth in Section 2.02 of the Stock Purchase Agreement (each a “Restricted ADR”);

Whereas, the Company has unrestricted ADSs, each representing one Share issued under the ADR Deposit Agreement (the “Unrestricted ADRs”) which are listed on the New York Stock Exchange and the Shares are authorized for public offering in Argentina and are listed on the Buenos Aires Stock Exchange;

Whereas, in order to induce the Purchaser to enter into the Stock Purchase Agreement and the Warrant Agreement, the Vendor has agreed to provide the Purchaser with the rights set forth in this Agreement;

Now, Therefore, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

Section 1.  Definitions.  As used in this Agreement, the following terms shall have the following meanings:

“Additional Amounts” shall have the meaning set forth in Section 9(m) hereof.

“ADR Program” shall have the meaning set forth in the introductory clauses hereof.

“Advice” shall have the meaning set forth in Section 4 hereof.

“Affiliate” means, with respect to any specified person, any other person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified person.  For the purposes of this definition, “control” when used with respect to any specified person means the power to direct the management and policies of such person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Authorized Agent” shall have the meaning set forth in Section 9(l) hereof.

“Business Day” means any day that is not a Saturday, a Sunday or a legal holiday on which banking institutions in the State of New York, Madrid or Buenos Aires are not required to be open.

“Capital Stock” means, with respect to any person, any and all shares, interests, participations or other equivalents (however designated) of corporate stock issued by such person, including each class of common stock and preferred stock of such person and any depositary receipts evidencing Capital Stock.

“Company” shall have the meaning set forth in the introductory clauses hereof.

“Delay Period” shall have the meaning set forth in Section 2(d) hereof.

“Depositary” shall have the meaning set forth in the introductory clauses hereof.

“Effectiveness Period” shall have the meaning set forth in Section 2(c) hereof.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.

“FINRA” shall have the meaning set forth in Section 4(i) hereof.

“Interruption Period” shall have the meaning set forth in Section 4 hereof.

“indemnified party” shall have the meaning set forth in Section 6(c) hereof.

“indemnifying party” shall have the meaning set forth in Section 6(c) hereof.

2

“Liquidated Damages Amount” shall mean, as of the relevant date of determination, an amount payable per Registrable Share outstanding equal to the closing New York Stock Exchange price of an ADS as of such date of determination multiplied by the number of days during which a Default has occurred and is continuing multiplied by 0.05, and divided by 365, except that in the case of a Default under Section 7(iii), such amount shall be calculated only with respect to the Registrable Shares as to which such Default has occurred.

“Losses” shall have the meaning set forth in Section 6(a) hereof.

“Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.

“Prospectus” means the prospectus included in any registration statement (including a prospectus that discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A or 430B), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Shares covered by such registration statement and all other amendments and supplements to such prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such prospectus.

“Purchaser” shall have the meaning set forth in the introductory clauses hereof.

“Registrable Shares” means any Purchased ADSs owned by the Purchaser, unless (i) they have been effectively registered under Section 5 of the Securities Act and disposed of pursuant to an effective Registration Statement or (ii) such securities may be freely transferred without registration under the Securities Act (as determined by an opinion (addressed to the Purchaser and the Depositary) of nationally recognized U.S. counsel to the Company, which counsel must also be reasonably satisfactory to the Purchaser).  In addition, the Purchaser’s Purchased ADSs shall cease to constitute Registrable Shares if all of the Purchased ADSs may be sold under Rule 144 during any 90-day period (as dete rmined by an opinion (addressed to the Purchaser and the Depositary) of nationally recognized U.S. counsel to the Company, which counsel must also be reasonably satisfactory to the Purchaser). Registrable Shares shall not include any securities owned by the Company or any of its subsidiaries.

“Default” shall have the meaning set forth in Section 7 hereof.

“Registration Statement” means a registration statement under the Securities Act filed by the Company that registers the transfer of any of the Purchased ADSs pursuant to the provisions of this Agreement, including the related Prospectus, all amendments and supplements to such registration statement, including pre- and post-effective amendments, all exhibits thereto and all material incorporated by reference or deemed to be incorporated by reference in such registration statement.  The term

3

“Registration Statement” shall also include any registration statement filed pursuant to Rule 462(b) to register additional securities in connection with any offering.

“Restricted ADSs” shall have the meaning set forth in the introductory clauses hereof.

“SEC” means the U.S. Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.

“Vendor”shall have the meaning set forth in the introductory clauses hereof.

“underwritten registration” or “underwritten offering” means a registration under the Securities Act in which securities of the Company are sold to an underwriter for reoffering to the public.

“Unrestricted ADSs” shall have the meaning set forth in the introductory clauses hereof.

Section 2.  Mandatory Registration and Effectiveness of Registration Statement and Sales under Registration Statement.  (a) The Vendor shall, in its capacity as a shareholder of the Company, cause the Company to, no later than February 17, 2011 (the “Filing Deadline”), prepare and file with the SEC a Registration Statement covering the Purchased ADSs and underlying Shares, subject to receipt of the necessary information from the Purchaser in accordance with Section 4 hereof and shall ensure that (i) the Registration Statement and any amendment thereto and any Prospectus forming a part thereof and any amendment or supplement thereto comply in all material respects with the Securities Act and the rules and regulations thereunder, (ii) the Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus forming a part of the Registration Statement, and any amendment or supplement to such Prospectus, does not as of its respective date include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

(b)  The Vendor shall, in its capacity as a shareholder of the Company, cause the Company to use commercially reasonable efforts to cause the Registration Statement to be declared effective as promptly as practicable, and in any event no later than (i) 15 days after the Filing Deadline if the staff of the SEC determines not to review the Registration Statement and grants a timely request by the Company for acceleration of the effectiveness of the Registration Statement and (ii) 150 days after the Filing Deadline if the staff of the SEC reviews the Registration Statement or fails to timely approve such request.

4

(c)  Subject to clauses (d) and (e) below and Section 4(a), the Vendor shall, in its capacity as a shareholder of the Company, cause the Company to use commercially reasonable efforts to keep the Registration Statement continuously effective and usable for the resale of the Registrable Shares covered thereby in accordance with the intended method or methods of disposition described therein until such date as (i) there are no Registrable Shares outstanding, or (ii) all of the Registrable Shares covered by such Registration Statement (A) have been sold pursuant to such Registration Statement or (B) may be sold under Rule 144 and the legend set forth in Exhibit C hereto, or any similar legend, has been removed therefrom (such period of continuous ef fectiveness is hereinafter referred to as the “Effectiveness Period”).  The Vendor undertakes to cause such legend to be removed as soon as is legally permitted and reasonably practicable.

(d)  The Company shall be entitled to suspend the use of any effective Registration Statement under this Section 2, for a reasonable period of time, but not in excess of 30 days (a “Delay Period”), if the Board of Directors of the Company or, if applicable, of the Vendor, (i) determines that in such Board of Directors’ reasonable judgment and good faith, the registration and distribution of the Registrable Shares covered or to be covered by such Registration Statement would materially interfere with any pending material financing, acquisition or corporate reorganization or other material corporate development involving the Company or any of its material subsidiaries or affiliates or would requ ire or result in premature disclosure thereof or would interfere with or require premature disclosure of any public offering by the Vendor of the Company’s Shares, and (ii) gives the Purchaser written notice of such determination at least one Business Day in advance of the commencement of such Delay Period to the extent that it is reasonably possible to do so, provided, however, that (i) the aggregate number of days included in all Delay Periods during any consecutive 12 months shall not exceed 60 days and (ii) a period of at least 60 days shall elapse between the termination of any Delay Period and the commencement of the immediately succeeding Delay Period.  The Vendor shall cause the Company not to initiate or continue a Delay Period unless the Company shall (A) concurrently prohibit sales by all other security holders under registration statements covering securities held by such other security holders; and (B) in accordance with the Company’s policies from time to time in effect, if any, forbid purchases and sales in the open market by senior executives of the Company.

(e)  Notwithstanding anything contained in this Agreement, the Company shall be entitled to suspend the use of any effective Registration Statement in connection with any acquisition or similar transaction by the Company or any of its Affiliates that requires the inclusion of separate financial statements and/or pro forma financial statements in the Registration Statement for so long as is reasonably necessary to prepare such statements.

(f)  The Purchaser shall give written notice to the Company and Vendor, informing them of its intention to sell Registrable Shares under the Registration Statement and any resale of Registrable Shares under the Registration Statement shall not commence until at least three Business Days after receipt of such notice by the Company and Vendor. For the purposes of this Section 2(f), such notice of intention to sell shall

5

remain effective until the earlier of (i) receipt by the Purchaser of a notice of a Delay Period pursuant to Section 2(d), (ii) receipt by the Purchaser of a notice of an Interruption Period pursuant to Section 4 and (iii) the commencement of the period described in Section 2(e).

Section 3.  Argentine Registration.  The Vendor shall, in its capacity as a shareholder of the Company, cause the Company to use commercially reasonable efforts to keep the Company’s Shares authorized for public offering with the Argentine Comisión Nacional de Valores and listed with the Buenos Aires Stock Exchange.  The Company will be entitled to require the Purchaser or the underwriter participating in any offering hereunder to suspend such public offering of the Company& #8217;s Shares during a Delay Period; provided that the Vendor shall procure that the conditions set forth in Section 2(d) are met during the period set forth in Section 2(e).

Section 4.  Procedures and Further Agreements.  In connection with the registration obligations set forth in Section 2 hereof (and subject to Section 2) and for so long as there are any Registrable Shares (except as provided for in Section 9(a)), the Vendor shall, in its capacity as a shareholder of the Company, cause the Company to:

(a)   prepare and file with the SEC such amendments (including post-effective amendments) to the Registration Statement, and such supplements to the related Prospectus, as may be required by the rules, regulations or instructions applicable to the Securities Act during the applicable period in accordance with the intended methods of disposition specified by the Purchaser, make generally available earnings statements satisfying the provisions of Section 11(a) of the Securities Act (provided that the Company shall be deemed to have complied with this clause (a) if it has complied with Rule 158 under the Securities Act), and cause the related Prospectus as so supplemented to be filed pursuant to Rule 424 under the Securities Act;

(b)   notify the Purchaser promptly and (if requested in writing) confirm such notice in writing, (i) when any Prospectus supplement or post-effective amendment has been filed, and, with respect to the Registration Statement and any post-effective amendment, when the same has become effective, (ii) of any request by the SEC for amendments or supplements to the Registration Statement or the related Prospectus or for additional information regarding the Purchaser, (iii) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose, (iv) of the receipt by the Company of any notification with respect to the qualification or exemption from qualification of any of the Registrable Shares for sale in any jurisdiction or the initiation of any proceedin g for such purpose of which the Company has received notice, and (v) of the happening of any event that requires the making of any changes in the Registration Statement, Prospectus or documents incorporated or deemed to be incorporated therein

6

by reference so that they will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading;

(c)   use commercially reasonable efforts to prevent the issuance of any order suspending the effectiveness of the Registration Statement or the qualification or exemption from qualification of any Registrable Shares for sale in any jurisdiction in the United States, and to obtain the lifting or withdrawal of any such order at the earliest practicable time;

(d)   if requested in writing by the Purchaser, furnish to the Purchaser, counsel for the Purchaser without charge, one conformed copy of the Registration Statement, as declared effective by the SEC, and of each post-effective amendment thereto, in each case including financial statements and schedules and all exhibits and reports incorporated or deemed to be incorporated therein by reference; and deliver, without charge, such number of copies of the preliminary prospectus, any amended preliminary prospectus, each final Prospectus and any post-effective amendment or supplement thereto, as the Purchaser may reasonably request in order to facilitate the disposition of the Registrable Shares covered by such Registration Statement in conformity with the requirements of the Securities Act, provided that th e Vendor shall have no obligation to cause the Company to provide any document pursuant to this clause (d) that is available on the SEC’s EDGAR system;

(e)   prior to any public offering of Registrable Shares covered by the Registration Statement, use commercially reasonable efforts to register or qualify such Registrable Shares for offer and sale under the securities or Blue Sky laws of such jurisdictions in the United States as the Purchaser shall reasonably request in writing; provided, however, that the Vendor shall in no event be required to cause the Company to qualify generally to do business as a foreign corporation or as a dealer in any jurisdiction where it is not at the time so qualified or to execute or file a general consent to service of process in any such jurisdiction or to take any action that would subject it to general service of process or taxation in any such jurisdiction w here it is not then subject;

(f)   upon the occurrence of any event contemplated by paragraph 4(b)(v) above, prepare a supplement or post-effective amendment to, or an Exchange Act filing incorporated by reference into, the Registration Statement or the related Prospectus or any document incorporated or deemed to be incorporated therein by reference and file any other required document so that, as thereafter delivered (or made available by filing with the SEC) to the purchasers of the Registrable Shares being sold thereunder (including upon the termination of any Delay Period), such Prospectus will not contain an untrue statement of a material fact or omit to state any material fact required

7

to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading;

(g)   use commercially reasonable efforts to maintain the ADR Program until the expiration of this Agreement;

(h)   use commercially reasonable efforts to cause (i) all Shares and Unrestricted ADRs to continue to be listed on The New York Stock Exchange (including seeking to cure in the Company’s listing or inclusion application any deficiencies cited by the exchange or market), and (ii) all Shares to continue to be listed on the Buenos Aires Stock Exchange and any other stock exchange upon which the Company has Shares listed;

(i)   cooperate and assist in any filings required to be made with the Financial Industry Regulatory Authority (“FINRA”);

(j)    include such information regarding the plan of distribution (substantially in the form of Exhibit B attached hereto) of the Registrable Shares in any Registration Statement and Prospectus as the Purchaser may reasonably request;

(k)   cause to be maintained a registrar and transfer agent for all Registrable Shares covered by any Registration Statement; and

(l)   remove the restrictive legend set forth in Exhibit C from the Restricted ADR to the extent required pursuant to Section 4A.

The Company may require the Purchaser to furnish such information, within ten Business Days of any such request, regarding the Purchaser and the Purchaser’s intended method of disposition of such Registrable Shares as it may from time to time reasonably request in writing.  If the Purchaser fails to furnish such information within ten Business Days after receipt of such request, notwithstanding anything to the contrary in this Agreement the Company may withdraw (or refuse to file, if applicable) the Registration Statement.

The Purchaser agrees that, upon receipt by the Purchaser of any notice from the Company of the happening of any event of the kind described in Section 4(b)(ii), 4(b)(iii), 4(b)(iv) or 4(b)(v) hereof, which notice the Vendor shall cause the Company to deliver at least one Business Day in advance of the commencement of an Interruption Period (as defined herein) to the extent that it is reasonably possible to do so, it shall discontinue disposition of any Registrable Shares covered by such Registration Statement or the related Prospectus until receipt of the copies of the supplemented or amended Prospectus contemplated by Section 4(f) hereof, or until the Purchaser is advised in writing (the “Advice”), by the Co mpany that the use of the applicable Prospectus may be resumed, and has received copies of any amended or supplemented Prospectus or any additional or supplemental filings which are incorporated, or deemed to be incorporated,

8

by reference in such Prospectus (such period during which disposition is discontinued being an “Interruption Period”) and, if requested by the Company, the Purchaser shall deliver to the Company all copies then in its possession, other than permanent file copies then in the Purchaser’s possession, of the Prospectus covering such Registrable Shares at the time of receipt of such request.

The Purchaser further agrees not to utilize any material other than the applicable current preliminary prospectus or Prospectus in connection with the offering of such Registrable Shares.

Section 4A.  Restrictive Legend.    The legend set forth in Exhibit C shall be removed from the Restricted ADR upon which it is stamped or the Restricted ADR shall be cancelled and replaced with an Unrestricted ADR credited to the applicable balance account at the Depository Trust Company (“DTC”), to the extent (i) the Purchased ADSs are resold pursuant to an effective Registration Statement registering the Purchased ADSs for resale, (ii) such Purchased ADSs are sold or transferred pursuant to Rule 144 (i f the transferee is not an affiliate of the Company), or (iii) such Purchased ADSs may be resold without restriction under Rule 144, provided that satisfaction of conditions (ii) and (iii) must be established by the opinion of counsel reasonably satisfactory to the Vendor, including, without limitation any opinion delivered in satisfaction of clause (ii) of the definition of Registrable Shares.  The Vendor will cause the Company, no later than five (5) trading days following the delivery by a Purchaser to the Company or the transfer agent (with notice to the Company) of a Restricted ADR representing such Purchased ADSs (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) and an opinion of counsel to the extent required by this Section, (such fifth trading day, the “Legend Removal Date”) deliver or cause to be delivered to or upon the order of such Purchaser Unrestricted ADRs representing such Purchased ADSs.  Such Unrestricted ADRs may be transmitted by the transfer agent to the Purchaser by crediting the account of the Purchaser’s prime broker with DTC as directed by such Purchaser.

              Section 5.  Registration Expenses. (a)  The Vendor shall reimburse the Company all costs, fees and expenses solely incident to the Company’s performance of or compliance with this Agreement (as described in Section 5(b) below) incurred by the Company,provided that the Vendor shall not be required to reimburse the Company for any such costs, fees and expenses unless the Company has documented, to the Vendor’s reasonable satisfaction, that such costs, fees and expenses are solely attributable to the Company’s performance of this Agreement. For the avoidance of doubt, the Vendor shall not be obligated hereunder to pay any amount to the Company in respect of (i) any Liquidated Damages Amount or (ii) any indemnity or contribution under Section 6 hereof.

(b)  The costs, fees and expenses incident to the Company’s performance of or compliance with this Agreement include, without limitation (i) all registration and filing fees, including FINRA filing fees, (ii) all fees and expenses of compliance with securities or Blue Sky laws of the United States and states therein, including reasonable and

9

documented fees and disbursements of local and special counsel in connection therewith, (iii) printing expenses (including expenses of printing certificates for Registrable Shares, if any), (iv) messenger, telephone and delivery expenses, (v) fees and disbursements of local and special counsel for the Company, (vi) fees and disbursements of all independent certified public accountants of the Company and all other persons retained by the Company in connection with such Registration Statement, (vii) all fees and expenses payable in connection with the Company maintaining the authorization for public offering in Argentina of the Shares, and the listing of such shares on the Buenos Aires Stock Exchange and any other stock exchange upon which the Company has Shares listed and (viii) all other reasonable co sts, fees and expenses incurred by the Company as a result of its performance or compliance with this Agreement.

(c)  The fees and expenses of any persons retained by the Purchaser, and any discounts, commissions or brokers’ fees or fees of similar securities industry professionals and any transfer taxes relating to the disposition of the Registrable Shares by the Purchaser, will be payable by the Purchaser and none of the Company or the Vendor will have any obligation to pay any such amounts.

Section 6.  Indemnification.   (a)  Indemnification by the Company.  The Vendor shall cause the Company, without limitation as to time, to agree to indemnify and hold harmless, to the full extent permitted by law, the Purchaser, the officers, directors and agents and employees of the Purchaser, each Person who controls the Purchaser (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, agents and employees of each such controlling person , to the fullest extent lawful, from and against any and all losses, claims, damages, liabilities, judgments, costs (including, without limitation, reasonable costs of investigation or preparation and reasonable attorneys’ fees) and expenses (collectively, “Losses”) incurred by or with respect to the Purchaser in its capacity as a seller of Registrable Shares pursuant to the Registration Statement or Prospectus, as incurred, arising out of or based upon any untrue or alleged untrue statement of a material fact contained in the Registration Statement or Prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or in the case of any prospectus or form of prospectus or amendment or supplement thereto, arising out of or based upon any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances in which they were made not misleading, except (i) insofar as the same are based upon information furnished in writing to the Company by or on behalf of the Purchaser expressly for use therein, (ii) in the case of an Interruption Period, the use by the Purchaser of an outdated or defective Prospectus until receipt of the copies of the supplemented or amended Prospectus contemplated by Section 4(f) hereof, or until the Purchaser receives Advice from the Company that the use of the applicable Prospectus may be resumed or (iii) to the extent that any such Losses arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission in a Registration Statement or Prospectus, if such untrue statement or alleged untrue statement, omission or alleged omission is corrected in an amendment or supplement to the Registration Statement or the Prospectus that is delivered or made available to the Purchaser and the Purchaser thereafter fails to deliver or make available

10

such Registration Statement or Prospectus as so amended or supplemented prior to or concurrently with the sale of the Registrable Shares to the person asserting such Losses; provided, however, that the indemnity agreement contained in this Section 6(a) shall not apply to any amount paid in settlement of any Losses if such settlement is effected without the prior written consent of the Company, which consent shall not be unreasonably withheld. In the event the Company does not enter into an agreement to so indemnify and hold harmless, the Vendor shall so indemnify and hold harmless.

(b)  Indemnification by Purchaser pursuant to this Agreement.  In connection with any Registration Statement under which the Purchaser is offering Registrable Shares pursuant to this Agreement, the Purchaser shall furnish to the Company in writing such information as the Company reasonably requests for use in connection with such Registration Statement or the related Prospectus and the Purchaser agrees to indemnify and hold harmless, to the full extent permitted by law, the Company, its directors, officers, agents or employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and the directors, officers, agents or employees of such controlling Persons, from and against all Losses, as incurred, arising out of or based upon any untrue or alleged untrue statement of a material fact contained in the Registration Statement or the related Prospectus or any amendment or supplement thereto, or any preliminary prospectus, or arising out of or based upon any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any prospectus or form of prospectus or amendment or supplement thereto, in light of the circumstances in which there were made), to the extent, but only to the extent, that such untrue or alleged untrue statement or omission or alleged omission is based upon information so furnished in writing by or on behalf of the Purchaser to the Company expressly for use in such Registration Statement or Prospectus or in any amendment or supplement thereto or in any preliminary prospectus.  The Company shall be entitled to receive customary indemnities from underwriter s, selling brokers, dealer managers and similar securities industry professionals participating in the distribution of such Registrable Shares with respect to information furnished in writing by such persons expressly for use in such Registration Statement or Prospectus.

(c)  Conduct of Indemnification Proceedings.  If any Person shall be entitled to indemnity hereunder (an “indemnified party”), such indemnified party shall give prompt written notice to the party from which such indemnity is sought (the “indemnifying party”) of any claim or of the commencement of any proceeding (including any investigation by any governmental authority) with respect to which such indemnified party seeks indemnification or contribution pursuant hereto; provided, however, that the delay or failure to so notify the indemnifying party shall not relieve the indemnifying party from any obligation or liability except to the extent that the indemnifying party has been prejudiced by such delay or failure.  The indemnifying party shall have the right, exercisable by giving written notice to an indemnified party promptly after the receipt of written notice from such indemnified party of such claim or proceeding, to assume, at the indemnifying party’s expense, the defense of any such claim or proceeding, with counsel reasonably satisfactory to such indemnified party; provided, however, that (i) an

11

indemnified party shall have the right to employ separate counsel in any such claim or proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless:  (1) the indemnifying party agrees to pay such fees and expenses; (2) the indemnifying party fails promptly to assume the defense of such claim or proceeding or fails to employ counsel reasonably satisfactory to such indemnified party; or (3) the named parties to any proceeding (including impleaded parties) include both such indemnified party and the indemnifying party, and such indemnified party shall have been advised by counsel that there may be one or more legal defenses available to it that are in addition to or are inconsistent with those available to the indemnif ying party or that a conflict of interest is likely to exist among such indemnified party and any other indemnified parties (in which case the indemnifying party shall not have the right to assume the defense of such action on behalf of such indemnified party); and (ii) subject to clause (3) above, the indemnifying party shall not, in connection with any claim or proceeding or separate but substantially similar or related claim or proceedings in the same jurisdiction, arising out of the same general allegations of circumstances, be liable for the fees and expenses of more than one firm of attorneys (together with appropriate local counsel) at any time for all of the indemnified parties.  Whether or not such defense is assumed by the indemnifying party, such indemnifying party shall not be subject to any liability for any settlement made without its written consent.  The indemnifying party shall not consent to entry of any judgment or enter into any settlement that (A) does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release, in form and substance reasonably satisfactory to the indemnified party, from all liability in respect of such claim or litigation for which such indemnified party would be entitled to indemnification hereunderand (B) includes a statement as to, or an admission of, fault, culpability or a failure to act, by or on behalf of any indemnified party.

(e)  Contribution.  If the indemnification provided for in this Section 6 is applicable in accordance with its terms but is legally unavailable to an indemnified party in respect of any Losses, then each applicable indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Losses, in such proportion as is appropriate to reflect the relative fault of the indemnifying party, on the one hand, and such indemnified party, on the other hand, in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations.  The relative fault of such indemnifying party, on the one hand , and indemnified party, on the other hand, shall be determined by reference to, among other things, whether any action in question, including any untrue statement of a material fact or omission or alleged omission to state a material fact, has been taken by, or relates to information supplied by, such indemnifying party or indemnified party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent any such action, statement or omission.  The amount paid or payable by a party as a result of any Losses shall be deemed to include any legal or other fees or expenses incurred by such party in connection with any investigation or proceeding.  The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 6(e) were determined by pro rata allocation or by any other method of allocation that does not take account of the

12

equitable considerations referred to in the immediately preceding paragraph.  Notwithstanding the provision of this Section 6(e), the Purchaser shall not be required to contribute any amount which is in excess of the amount by which the total proceeds received by the Purchaser from the sale of the Registrable Shares sold by the Purchaser (net of all underwriting discounts and commissions) exceeds the amount of any damages that it has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.  No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

Section 7.      Damages.  If the Company (i) fails to keep continuously effective, supplemented and amended a Registration Statement pursuant to Section 2(c) hereof (except as provided for in Section 2(d) and 2(e) of this Agreement), (ii) fails to comply with the requirements of Section 8 of this Agreement, or (iii) fails to comply with the requirements of Section 4A (each such event a “Default”), then the Vendor shall pay or cause the Company to pay the Purchaser a penalty in cash in an amount equal to the Liquidated Damages Amount.  Accrued liquidated damag es, if any, shall be payable within 45 days of the first Default and every 90 days thereafter if such Default is continuing.  This obligation to pay liquidated damages will cease on the date that all Defaults have been cured and shall be the Company’s sole liability for breach of Section 2(c), Section 4(a) or Section 8 of this Agreement.

Section 8.     Rule 144 Information.  With a view to making available the benefits of certain rules and regulations of the SEC which may at any time permit the sale of the Registrable Shares to the public without registration, the Vendor agrees to cause the Company to use commercially reasonable efforts to:

(a)           Make and keep public information available, as those terms are understood and defined in Rule 144 under the Securities Act, at all times that the Company is subject to the reporting requirements of the Securities Act or the Exchange Act, and for so long as the Company remains subject to the periodic reporting requirements under Section 13 or 15(d) of the Exchange Act.

(b)           Use commercially reasonable efforts to file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements).

(c)           Furnish to the Purchaser upon request a written statement by the Company as to its compliance with the reporting requirements of Rule 144 under the Securities Act, and of the Securities Act and the Securities Exchange Act, a copy of the most recent annual or quarterly report of the Company, and such other reports and documents of the Company and other information in as the Purchaser may reasonably request in availing itself of any rule or regulation of the SEC allowing the Purchaser to sell any such

13

securities without registration, provided that the Vendor shall have no obligation to cause the Company to provide any document that is available on the SEC’s EDGAR system.

Section 9.  Miscellaneous.  (a)  Termination.  This Agreement and the obligations of the Vendor and the Purchaser hereunder (other than Section 6 hereof and other than pursuant to the following sentence) shall terminate on the earlier of the first date on which (i) no Registrable Shares remain outstanding,  or (ii) eighteen months after the Closing (as defined in Section 2.02 of the Stock Purchase Agreement).

(b)  Notices.  All notices or communications hereunder shall be in writing (including telecopy or similar writing), addressed as follows:

(i)                To the Company:

YPF Sociedad Anónima

Macacha Güemes 515

C1106BKK Ciudad Autónoma de Buenos Aires, Argentina

Att:  Chief Financial Officer

Facsimile No.:  + 54 11 544 21 13

With a copy (which shall not constitute notice) to:

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, NY 10017

Att:  Nicholas A. Kronfeld

Facsimile No.: + 1 (212) 450-5950

(ii)              To the Vendor:

Repsol YPF S.A.

Paseo de la Castellana 278-280

28046 Madrid (Spain)

Att: Corporate Director Finance

Facsimile No.: + 34 90 255 51 34

With copies (which shall not constitute notice) to:

Repsol YPF S.A.

Paseo de la Castellana 278-280

28046 Madrid (Spain)

Att: Corporate Director Legal Services

Facsimile No.: + 34 91 348 40 86

Davis Polk & Wardwell LLP

450 Lexington Avenue

14

New York, NY 10017

Att:  Nicholas A. Kronfeld

Facsimile No.: + 1 (212) 450-5950

(iv)              To the Purchaser:

Eton Park Capital Management, L.P.

399 Park Ave., 10th Floor

New York, NY 10022

Att:  Marcy Engel, Chief Operating Officer and General Counsel

  Ricardo Salmon, Senior Managing Director

Facsimile No.: + 1 646 521 6360

With a copy (which shall not constitute notice) to:

Shearman & Sterling LLP

599 Lexington Ave

New York, NY 10022

Att:  Robert Treuhold, Esq.

Any such notice or communication shall be deemed given (i) when made, if made by hand delivery, (ii) upon transmission, if sent by confirmed telecopier, (iii) one Business Day after being deposited with a next-day courier, postage prepaid, or (iv) three Business Days after being sent certified or registered mail, return receipt requested, postage prepaid, in each case addressed as above (or to such other address or to such other telecopier number as such party may designate in writing from time to time).

(c)  Separability.  If any provision of this Agreement shall be declared to be invalid or unenforceable, in whole or in part, such invalidity or unenforceability shall not affect the remaining provisions hereof which shall remain in full force and effect.

(d)  Assignment.  This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, devisees, legatees, legal representatives, successors and assigns.  The rights to cause the Vendor to cause the Company to register Registrable Shares pursuant to Sections 2 and 3 may be assigned in connection with any transfer or assignment by the Purchaser of Registrable Shares, provided that such transfer may otherwise be effected in accordance with applicable securities laws and provided further that the Vendor at its sole discretion consents i n writing to such transfer.

(e)  Entire Agreement.  This Agreement represents the entire agreement of the parties and shall supersede any and all previous contracts, arrangements or understandings between the parties hereto with respect to the subject matter hereof.

(f)  Amendments and Waivers.  Except as otherwise provided herein, the provisions of this Agreement may not be amended, modified or supplemented, and

15

waivers or consents to departures from the provisions hereof may not be given, without the written consent of the Vendor and the Purchaser.

(g)  Publicity.  No public release or announcement concerning the transactions contemplated hereby shall be issued by any party without the prior consent of the other parties, except to the extent that such party is advised by counsel that such release or announcement is necessary or advisable under applicable law or the rules or regulations of any securities exchange, in which case the party required to make the release or announcement shall to the extent practicable provide the other parties with an opportunity to review and comment on such release or announcement in advance of its issuance.

(h)  Expenses.  Whether or not the transactions contemplated hereby are consummated, except as otherwise provided herein, all costs and expenses incurred in connection with the execution of this Agreement shall be paid by the party incurring such costs or expenses.

(i)  Interpretation.  The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

(j)  Counterparts.  This Agreement may be executed in two or more counterparts, all of which shall be one and the same agreement, and shall become effective when counterparts have been signed by each of the parties and delivered to each other party.

(k)  Governing Law.  THIS AGREEMENT, THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT, AND ANY CLAIM OR CONTROVERSY DIRECTLY OR INDIRECTLY BASED UPON OR ARISING OUT OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT (WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER THEORY), INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, SHALL IN ALL RESPECTS BE GOVERNED BY AND INTERPRETED, CONSTRUED, AND DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

(l)  Authorized Agent.  The Vendor agrees that any suit, action or proceeding against them brought by the Purchaser, the directors, officers, employees and agents of the Purchaser, or by any person who controls the Purchaser, arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any State or U.S. federal court in The City of New York and County of New York, and waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding.  The Vendor hereby appoints CT Corporation System, 111 8th Avenue, New York, NY 10016, as its authorized agent (the “Authorized Agent”) upon whom process may be served in any suit, action or proceeding arising out of or

16

based upon this Agreement or the transactions contemplated herein that may be instituted in any State or U.S. federal court in The City of New York and County of New York, by the Purchaser, the directors, officers, employees, Affiliates and agents of the Purchaser, or by any person who controls the Purchaser, and expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding.  The Vendor hereby represents and warrants that the Authorized Agent has accepted such appointment and has agreed to act as said agent for service of process, and it agrees to take any and all action, including the filing of any and all documents that may be necessary to continue such appointment in full force and effect as aforesaid.  Service of process upon the Authorized Agent shal l be deemed, in every respect, effective service of process upon the Vendor.

(m)  Additional Amounts.  All fees, payments, expense reimbursements and other amounts of any kind whatsoever required to be paid by the Vendor, or that the Vendor may be required to cause the Company to pay, pursuant to this Agreement shall be made free and clear of and without withholding or deduction for, or on account of, any taxes, duties, assessments, or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or on behalf of Argentina in the case of the Company and Spain in the case of the Vendor or any other political subdivision thereof, or any authority or agency thereof or therein having power to levy the same in the relevant jurisdiction, unless such withh olding or deduction is required by law or by the official, judicial or administrative interpretation thereof.  In such event, the Vendor will pay, or will cause the Company to pay, as applicable, such additional amounts (the “Additional Amounts”) as will result in the receipt by the Purchaser or such other party of such amounts as would have been received in respect of any such fees, payments, expense reimbursements and other amounts had no such taxes, duties, assessments or governmental charges been required to be withheld or deducted.

(n)  Currency.  Each reference in this Agreement to U.S. dollars  (the “relevant currency”), including by use of the symbol “$”, is of the essence.  To the fullest extent permitted by law, the obligation in respect of any amount due under this Agreement will, notwithstanding any payment in any other currency (whether pursuant to a judgment or otherwise), be discharged only to the extent of the amount in the relevant currency that the party entitled to receive such payment may, in accordance with its normal procedures, purchase with the sum paid in such other currency (after any premium and costs of excha nge) on the Business Day immediately following the day on which such party receives such payment.  If the amount in the relevant currency that may be so purchased for any reason falls short of the amount originally due, the Vendor will pay, or will cause the Company to pay, as applicable, such additional amounts, in the relevant currency, as may be necessary to compensate for the shortfall.  Any obligation not discharged by such payment will, to the fullest extent permitted by applicable law, be due as a separate and independent obligation and, until discharged as provided herein, will continue in full force and effect.

(o)  Waiver of Immunity.  To the extent that the Vendor has or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding,

17

from jurisdiction of any court or from set-off or any legal process (whether service or notice, attachment in aid or otherwise) with respect to itself or any of its property, the Vendor hereby irrevocably waives and agrees not to plead or claim such immunity in respect of its obligations under this Agreement.

(p)  Calculation of Time Periods.  Except as otherwise indicated, all periods of time referred to herein shall include all Saturdays, Sundays and holidays; provided, however, that if the date to perform the act or give any notice with respect to this Agreement shall fall on a day other than a Business Day, such act or notice may be timely performed or given if performed or given on the next succeeding Business Day.

(q)  Other Registration Rights Agreements. The Vendor has entered into a Registration Rights Agreement with other investors in connection with the purchase of ADSs of the Company by such investors contemporaneously herewith and such other Registration Rights Agreement provides for the registration of such ADSs and the underlying Class D shares of the Company.   The Vendor represents and warrants that it has provided the Purchaser with a true copy of such other Registration Rights Agreement (with the identity of the other investors redacted).

18

In Witness Whereof, the parties hereto have executed this Agreement as of the date and year first written above.

Repsol YPF, S.A.
By:	/s/ Fernando Ramírez Mazarredo
	Name: Fernando Ramírez Mazarredo
	Title: Chief Financial Officer

Eton Park Master Fund, Ltd.
By:	Eton Park Capital Management, L.P., its Investment Manager
By:	/s/ Marcy Engel
	Name: Marcy Engel
	Title: Chief Operating Officer & General Counsel Eton Park Capital Management, L.P.

19

Exhibit A

Warrant Agreement

[Filed as Exhibit 99.3]

Exhibit B

Plan of Distribution

The selling security holders and their successors, which term includes their transferees, pledgees or donees or their successors may sell the YPF ADSs directly to purchasers or through underwriters, broker-dealers or agents, who may receive compensation in the form of discounts, concessions or commissions from the selling security holders or the purchasers.  These discounts, concessions or commissions as to any particular underwriter, broker-dealer or agent may be in excess of those customary in the types of transactions involved.

The YPF ADSs may be sold in one or more transactions at:

•      fixed prices;

•      prevailing market prices at the time of sale;

•      prices related to the prevailing market prices;

•      varying prices determined at the time of sale; or

•      negotiated prices.

These sales may be effected in transactions:

• on any national securities exchange or quotation service on which the YPF ADSs may be listed or quoted at the time of sale, including the NYSE;

•      in the over-the-counter market;

• otherwise than on such exchanges or services or in the over-the-counter market;

• through the writing of options, whether the options are listed on an options exchange or otherwise;

• ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

• block trades in which the broker-dealer will attempt to sell the YPF ADSs as agent but may position and resell a portion of the block as principal to facilitate the transaction;

• purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

• an exchange distribution in accordance with the rules of the applicable exchange;

• privately negotiated transactions;

• through the settlement of short sales;

• sales pursuant to Rule 144;

• a combination of any such methods of sale; and

• any other method permitted pursuant to applicable law.

As set out above, these transactions may include block transactions or crosses. Crosses are transactions in which the same broker acts as agent on both sides of the trade.

Brokers or dealers engaged by the selling security holders may arrange for other broker-dealers to participate in selling ADRs.  Broker-dealers may receive commissions or discounts from the selling security holders (or, if any broker-dealer acts as agent for the purchases of ADRs, from the purchaser) in amounts to be negotiated.

In connection with the sale of the YPF ADSs or otherwise, the selling security holders may enter into hedging transactions with broker-dealers or other financial institutions. These broker-dealers or financial institutions may in turn engage in short sales of YPF ADSs in the course of hedging the positions they assume with selling security holders.  The selling security holders may also sell the YPF ADSs short and deliver these securities to close out such short positions, or loan or pledge the YPF ADSs to broker-dealers that in turn may sell these securities.

The aggregate proceeds to the selling security holders from the sale of the YPF ADSs offered by them hereby will be the purchase price of the YPF ADSs less discounts and commissions, if any. Each of the selling security holders reserves the right to accept and, together with their agents from time to time, to reject, in whole or in part, any proposed purchase of YPF ADSs to be made directly or through agents. We will not receive any of the proceeds from the sale of the YPF ADSs.

In order to comply with the securities laws of some states, if applicable, the YPF ADSs may be sold in these jurisdictions only through registered or licensed brokers or dealers.

Profits on the sale of the YPF ADSs by selling security holders and any discounts, commissions or concessions received by any broker-dealers or agents might be deemed to be underwriting discounts and commissions under the Securities Act. Selling security holders who are deemed to be “underwriters” within the meaning of Section 2(11) of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act. To the extent the selling security holders may be deemed to be “underwriters,” they

may be subject to statutory liabilities, including, but not limited to, Sections 11, 12 and 17 of the Securities Act.

The selling security holders and any other person participating in a distribution will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder. Regulation M of the Exchange Act may limit the timing of purchases and sales of any of the securities by the selling security holders and any other person. In addition, Regulation M may restrict the ability of any person engaged in the distribution of the securities to engage in market-making activities with respect to the particular securities being distributed for a period of up to five business days before the distribution. The selling security holders have acknowledged that they understand their obligations to comply with the provisions of the Exchange Act and the rules thereunder relating to stock manipulation, particularly Regulation M, and have agre ed that they will not engage in any transaction in violation of such provisions.

To our knowledge, there are currently no plans, arrangements or understandings between any selling security holder and any underwriter, broker-dealer or agent regarding the sale of the YPF ADSs by the selling security holders.

A selling security holder may decide not to sell any YPF ADSs described in this prospectus.  Any securities covered by this prospectus which qualify for sale pursuant to Rule 144 or Rule 144A of the Securities Act may be sold under Rule 144 or Rule 144A rather than pursuant to this prospectus. In addition, a selling security holder may transfer, devise or gift the YPF ADSs by other means not described in this prospectus.

With respect to a particular offering of the YPF ADSs, to the extent required, an accompanying prospectus supplement or, if appropriate, a post-effective amendment to the registration statement of which this prospectus is a part will be prepared and will set forth the following information:

•      the specific YPF ADSs to be offered and sold;

•      the names of the selling security holders;

• the respective purchase prices and public offering prices and other material terms of the offering;

•      the names of any participating agents, broker-dealers or underwriters; and

• any applicable commissions, discounts, concessions and other items constituting, compensation from the selling security holders.

We entered into the registration rights agreements to facilitate the sale by Repsol YPF of our securities pursuant to the Stock Purchase Transactions and the Option described under “Selling Shareholders”. See “Selling Shareholders”. The registration rights agreements provide that the selling shareholders and we will indemnify each other

and our and their respective directors, officers and controlling persons against specific liabilities in connection with the offer and sale of the Shares, including in the form of ADSs, including liabilities under the Securities Act, or will be entitled to contribution in connection with those liabilities. Repsol YPF will pay all of our expenses incidental to the registration, offering and sale of the Shares, including in the form of ADSs, to the public, and each selling shareholder will be responsible for payment of commissions, concessions, fees and discounts of underwriters, broker-dealers and agents.

Exhibit C

NEITHER THE ADSs EVIDENCED HEREBY NOR THE SHARES UNDERLYING SUCH ADSs HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND NEITHER THE ADSs NOR THE SHARES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) (1) PURSUANT TO A TRANSACTION THAT IN THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO REPSOL YPF S.A. IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES.  IN ADDITION, THE SHARES UNDERLYING THE ADSs EVIDENCED HEREBY MAY BE OFFERED AND SOLD IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT.

EX-99.6 7 dp20483_ex9906.htm EXHIBIT 99.6

Exhibit 99.6

REGISTRATION RIGHTS AGREEMENT

Registration Rights Agreement (this “Agreement”), dated as of December 22, 2010 among Repsol YPF, S.A., a Spanish company (the “Vendor”) and Eton Park Fund, L.P.  (the “Purchaser”).

Whereas, YPF Sociedad Anónima, an Argentine company (the “Company”) has established, with The Bank of New York Mellon, as depositary (the “Depositary”), an American depositary receipt program (such program and any successor or replacement program, the “ADR Program”) pursuant to the Amended and Restated Deposit Agreement dated as of November 13, 2009 among the Company, the Depositary and the holders from time to time of the American depositary shares (“ADSs&# 8221;) issued thereunder (the “ADR Deposit Agreement”);

Whereas, on this date, and simultaneously with the signing of this Agreement, the Vendor and the Purchaser have entered into a Stock Purchase Agreement, pursuant to which the Purchaser will buy from the Vendor 2,243,590 ADSs of the Company (the “Firm ADSs”), each of which represents one Class D Share of the Company, par value 10 pesos per share (a “Share” and, collectively, the “Shares”);

Whereas, the Vendor and the Purchaser have agreed to enter into a Warrant Agreement with respect to 2,243,590 ADSs of the Company (the “Option ADSs” and together with the Firm ADSs, the “Purchased ADSs”), substantially in the form of Exhibit A attached hereto;

Whereas, the Firm ADSs are and the Option ADSs will be represented by American depositary receipts issued by the Depositary and bearing the legend set forth in Section 2.02 of the Stock Purchase Agreement (each a “Restricted ADR”);

Whereas, the Company has unrestricted ADSs, each representing one Share issued under the ADR Deposit Agreement (the “Unrestricted ADRs”) which are listed on the New York Stock Exchange and the Shares are authorized for public offering in Argentina and are listed on the Buenos Aires Stock Exchange;

Whereas, in order to induce the Purchaser to enter into the Stock Purchase Agreement and the Warrant Agreement, the Vendor has agreed to provide the Purchaser with the rights set forth in this Agreement;

Now, Therefore, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

Section 1.  Definitions.  As used in this Agreement, the following terms shall have the following meanings:

“Additional Amounts” shall have the meaning set forth in Section 9(m) hereof.

“ADR Program” shall have the meaning set forth in the introductory clauses hereof.

“Advice” shall have the meaning set forth in Section 4 hereof.

“Affiliate” means, with respect to any specified person, any other person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified person.  For the purposes of this definition, “control” when used with respect to any specified person means the power to direct the management and policies of such person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Authorized Agent” shall have the meaning set forth in Section 9(l) hereof.

“Business Day” means any day that is not a Saturday, a Sunday or a legal holiday on which banking institutions in the State of New York, Madrid or Buenos Aires are not required to be open.

“Capital Stock” means, with respect to any person, any and all shares, interests, participations or other equivalents (however designated) of corporate stock issued by such person, including each class of common stock and preferred stock of such person and any depositary receipts evidencing Capital Stock.

“Company” shall have the meaning set forth in the introductory clauses hereof.

“Delay Period” shall have the meaning set forth in Section 2(d) hereof.

“Depositary” shall have the meaning set forth in the introductory clauses hereof.

“Effectiveness Period” shall have the meaning set forth in Section 2(c) hereof.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.

“FINRA” shall have the meaning set forth in Section 4(i) hereof.

“Interruption Period” shall have the meaning set forth in Section 4 hereof.

“indemnified party” shall have the meaning set forth in Section 6(c) hereof.

“indemnifying party” shall have the meaning set forth in Section 6(c) hereof.

2

“Liquidated Damages Amount” shall mean, as of the relevant date of determination, an amount payable per Registrable Share outstanding equal to the closing New York Stock Exchange price of an ADS as of such date of determination multiplied by the number of days during which a Default has occurred and is continuing multiplied by 0.05, and divided by 365, except that in the case of a Default under Section 7(iii), such amount shall be calculated only with respect to the Registrable Shares as to which such Default has occurred.

“Losses” shall have the meaning set forth in Section 6(a) hereof.

“Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.

“Prospectus” means the prospectus included in any registration statement (including a prospectus that discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A or 430B), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Shares covered by such registration statement and all other amendments and supplements to such prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such prospectus.

“Purchaser” shall have the meaning set forth in the introductory clauses hereof.

“Registrable Shares” means any Purchased ADSs owned by the Purchaser, unless (i) they have been effectively registered under Section 5 of the Securities Act and disposed of pursuant to an effective Registration Statement or (ii) such securities may be freely transferred without registration under the Securities Act (as determined by an opinion (addressed to the Purchaser and the Depositary) of nationally recognized U.S. counsel to the Company, which counsel must also be reasonably satisfactory to the Purchaser).  In addition, the Purchaser’s Purchased ADSs shall cease to constitute Registrable Shares if all of the Purchased ADSs may be sold under Rule 144 during any 90-day period (as determined by an opinion (addressed to the Purcha ser and the Depositary) of nationally recognized U.S. counsel to the Company, which counsel must also be reasonably satisfactory to the Purchaser). Registrable Shares shall not include any securities owned by the Company or any of its subsidiaries.

“Default” shall have the meaning set forth in Section 7 hereof.

“Registration Statement” means a registration statement under the Securities Act filed by the Company that registers the transfer of any of the Purchased ADSs pursuant to the provisions of this Agreement, including the related Prospectus, all amendments and supplements to such registration statement, including pre- and post-effective amendments, all exhibits thereto and all material incorporated by reference or deemed to be incorporated by reference in such registration statement.  The term

3

“Registration Statement” shall also include any registration statement filed pursuant to Rule 462(b) to register additional securities in connection with any offering.

“Restricted ADSs” shall have the meaning set forth in the introductory clauses hereof.

“SEC” means the U.S. Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.

“Vendor”shall have the meaning set forth in the introductory clauses hereof.

“underwritten registration” or “underwritten offering” means a registration under the Securities Act in which securities of the Company are sold to an underwriter for reoffering to the public.

“Unrestricted ADSs” shall have the meaning set forth in the introductory clauses hereof.

Section 2.  Mandatory Registration and Effectiveness of Registration Statement and Sales under Registration Statement.  (a) The Vendor shall, in its capacity as a shareholder of the Company, cause the Company to, no later than February 17, 2011 (the “Filing Deadline”), prepare and file with the SEC a Registration Statement covering the Purchased ADSs and underlying Shares, subject to receipt of the necessary information from the Purchaser in accordance with Section 4 hereof and shall ensure that (i) the Registration Statement and any amendment thereto and any Prospectus forming a part thereof and any amendment or supplement thereto comply in all material respects with the Securities Act and the rules and regulations thereunder, (ii) the Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus forming a part of the Registration Statement, and any amendment or supplement to such Prospectus, does not as of its respective date include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

(b)  The Vendor shall, in its capacity as a shareholder of the Company, cause the Company to use commercially reasonable efforts to cause the Registration Statement to be declared effective as promptly as practicable, and in any event no later than (i) 15 days after the Filing Deadline if the staff of the SEC determines not to review the Registration Statement and grants a timely request by the Company for acceleration of the effectiveness of the Registration Statement and (ii) 150 days after the Filing Deadline if the staff of the SEC reviews the Registration Statement or fails to timely approve such request.

4

(c)  Subject to clauses (d) and (e) below and Section 4(a), the Vendor shall, in its capacity as a shareholder of the Company, cause the Company to use commercially reasonable efforts to keep the Registration Statement continuously effective and usable for the resale of the Registrable Shares covered thereby in accordance with the intended method or methods of disposition described therein until such date as (i) there are no Registrable Shares outstanding, or (ii) all of the Registrable Shares covered by such Registration Statement (A) have been sold pursuant to such Registration Statement or (B) may be sold under Rule 144 and the legend set forth in Exhibit C hereto, or any similar legend, has been removed therefrom (such period of continuous ef fectiveness is hereinafter referred to as the “Effectiveness Period”).  The Vendor undertakes to cause such legend to be removed as soon as is legally permitted and reasonably practicable.

(d)  The Company shall be entitled to suspend the use of any effective Registration Statement under this Section 2, for a reasonable period of time, but not in excess of 30 days (a “Delay Period”), if the Board of Directors of the Company or, if applicable, of the Vendor, (i) determines that in such Board of Directors’ reasonable judgment and good faith, the registration and distribution of the Registrable Shares covered or to be covered by such Registration Statement would materially interfere with any pending material financing, acquisition or corporate reorganization or other material corporate development involving the Company or any of its material subsidiaries or affiliates or would requ ire or result in premature disclosure thereof or would interfere with or require premature disclosure of any public offering by the Vendor of the Company’s Shares, and (ii) gives the Purchaser written notice of such determination at least one Business Day in advance of the commencement of such Delay Period to the extent that it is reasonably possible to do so, provided, however, that (i) the aggregate number of days included in all Delay Periods during any consecutive 12 months shall not exceed 60 days and (ii) a period of at least 60 days shall elapse between the termination of any Delay Period and the commencement of the immediately succeeding Delay Period.  The Vendor shall cause the Company not to initiate or continue a Delay Period unless the Company shall (A) concurrently prohibit sales by all other security holders under registration statements covering securities held by such other security holders; and (B) in accordance with the Company’s policies from time to time in effect, if any, forbid purchases and sales in the open market by senior executives of the Company.

(e)  Notwithstanding anything contained in this Agreement, the Company shall be entitled to suspend the use of any effective Registration Statement in connection with any acquisition or similar transaction by the Company or any of its Affiliates that requires the inclusion of separate financial statements and/or pro forma financial statements in the Registration Statement for so long as is reasonably necessary to prepare such statements.

(f)  The Purchaser shall give written notice to the Company and Vendor, informing them of its intention to sell Registrable Shares under the Registration Statement and any resale of Registrable Shares under the Registration Statement shall not commence until at least three Business Days after receipt of such notice by the Company and Vendor. For the purposes of this Section 2(f), such notice of intention to sell shall

5

remain effective until the earlier of (i) receipt by the Purchaser of a notice of a Delay Period pursuant to Section 2(d), (ii) receipt by the Purchaser of a notice of an Interruption Period pursuant to Section 4 and (iii) the commencement of the period described in Section 2(e).

Section 3.  Argentine Registration.  The Vendor shall, in its capacity as a shareholder of the Company, cause the Company to use commercially reasonable efforts to keep the Company’s Shares authorized for public offering with the Argentine Comisión Nacional de Valores and listed with the Buenos Aires Stock Exchange.  The Company will be entitled to require the Purchaser or the underwriter participating in any offering hereunder to suspend such public offering of the Company& #8217;s Shares during a Delay Period; provided that the Vendor shall procure that the conditions set forth in Section 2(d) are met during the period set forth in Section 2(e).

Section 4.  Procedures and Further Agreements.  In connection with the registration obligations set forth in Section 2 hereof (and subject to Section 2) and for so long as there are any Registrable Shares (except as provided for in Section 9(a)), the Vendor shall, in its capacity as a shareholder of the Company, cause the Company to:

(a)   prepare and file with the SEC such amendments (including post-effective amendments) to the Registration Statement, and such supplements to the related Prospectus, as may be required by the rules, regulations or instructions applicable to the Securities Act during the applicable period in accordance with the intended methods of disposition specified by the Purchaser, make generally available earnings statements satisfying the provisions of Section 11(a) of the Securities Act (provided that the Company shall be deemed to have complied with this clause (a) if it has complied with Rule 158 under the Securities Act), and cause the related Prospectus as so supplemented to be filed pursuant to Rule 424 under the Securities Act;

(b)   notify the Purchaser promptly and (if requested in writing) confirm such notice in writing, (i) when any Prospectus supplement or post-effective amendment has been filed, and, with respect to the Registration Statement and any post-effective amendment, when the same has become effective, (ii) of any request by the SEC for amendments or supplements to the Registration Statement or the related Prospectus or for additional information regarding the Purchaser, (iii) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose, (iv) of the receipt by the Company of any notification with respect to the qualification or exemption from qualification of any of the Registrable Shares for sale in any jurisdiction or the initiation of any proceedin g for such purpose of which the Company has received notice, and (v) of the happening of any event that requires the making of any changes in the Registration Statement, Prospectus or documents incorporated or deemed to be incorporated therein

6

by reference so that they will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading;

(c)   use commercially reasonable efforts to prevent the issuance of any order suspending the effectiveness of the Registration Statement or the qualification or exemption from qualification of any Registrable Shares for sale in any jurisdiction in the United States, and to obtain the lifting or withdrawal of any such order at the earliest practicable time;

(d)   if requested in writing by the Purchaser, furnish to the Purchaser, counsel for the Purchaser without charge, one conformed copy of the Registration Statement, as declared effective by the SEC, and of each post-effective amendment thereto, in each case including financial statements and schedules and all exhibits and reports incorporated or deemed to be incorporated therein by reference; and deliver, without charge, such number of copies of the preliminary prospectus, any amended preliminary prospectus, each final Prospectus and any post-effective amendment or supplement thereto, as the Purchaser may reasonably request in order to facilitate the disposition of the Registrable Shares covered by such Registration Statement in conformity with the requirements of the Securities Act, provided that th e Vendor shall have no obligation to cause the Company to provide any document pursuant to this clause (d) that is available on the SEC’s EDGAR system;

(e)   prior to any public offering of Registrable Shares covered by the Registration Statement, use commercially reasonable efforts to register or qualify such Registrable Shares for offer and sale under the securities or Blue Sky laws of such jurisdictions in the United States as the Purchaser shall reasonably request in writing; provided, however, that the Vendor shall in no event be required to cause the Company to qualify generally to do business as a foreign corporation or as a dealer in any jurisdiction where it is not at the time so qualified or to execute or file a general consent to service of process in any such jurisdiction or to take any action that would subject it to general service of process or taxation in any such jurisdiction w here it is not then subject;

(f)   upon the occurrence of any event contemplated by paragraph 4(b)(v) above, prepare a supplement or post-effective amendment to, or an Exchange Act filing incorporated by reference into, the Registration Statement or the related Prospectus or any document incorporated or deemed to be incorporated therein by reference and file any other required document so that, as thereafter delivered (or made available by filing with the SEC) to the purchasers of the Registrable Shares being sold thereunder (including upon the termination of any Delay Period), such Prospectus will not contain an untrue statement of a material fact or omit to state any material fact required

7

to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading;

(g)   use commercially reasonable efforts to maintain the ADR Program until the expiration of this Agreement;

(h)   use commercially reasonable efforts to cause (i) all Shares and Unrestricted ADRs to continue to be listed on The New York Stock Exchange (including seeking to cure in the Company’s listing or inclusion application any deficiencies cited by the exchange or market), and (ii) all Shares to continue to be listed on the Buenos Aires Stock Exchange and any other stock exchange upon which the Company has Shares listed;

(i)   cooperate and assist in any filings required to be made with the Financial Industry Regulatory Authority (“FINRA”);

(j)    include such information regarding the plan of distribution (substantially in the form of Exhibit B attached hereto) of the Registrable Shares in any Registration Statement and Prospectus as the Purchaser may reasonably request;

(k)   cause to be maintained a registrar and transfer agent for all Registrable Shares covered by any Registration Statement; and

(l)   remove the restrictive legend set forth in Exhibit C from the Restricted ADR to the extent required pursuant to Section 4A.

The Company may require the Purchaser to furnish such information, within ten Business Days of any such request, regarding the Purchaser and the Purchaser’s intended method of disposition of such Registrable Shares as it may from time to time reasonably request in writing.  If the Purchaser fails to furnish such information within ten Business Days after receipt of such request, notwithstanding anything to the contrary in this Agreement the Company may withdraw (or refuse to file, if applicable) the Registration Statement.

The Purchaser agrees that, upon receipt by the Purchaser of any notice from the Company of the happening of any event of the kind described in Section 4(b)(ii), 4(b)(iii), 4(b)(iv) or 4(b)(v) hereof, which notice the Vendor shall cause the Company to deliver at least one Business Day in advance of the commencement of an Interruption Period (as defined herein) to the extent that it is reasonably possible to do so, it shall discontinue disposition of any Registrable Shares covered by such Registration Statement or the related Prospectus until receipt of the copies of the supplemented or amended Prospectus contemplated by Section 4(f) hereof, or until the Purchaser is advised in writing (the “Advice”), by the Co mpany that the use of the applicable Prospectus may be resumed, and has received copies of any amended or supplemented Prospectus or any additional or supplemental filings which are incorporated, or deemed to be incorporated,

8

by reference in such Prospectus (such period during which disposition is discontinued being an “Interruption Period”) and, if requested by the Company, the Purchaser shall deliver to the Company all copies then in its possession, other than permanent file copies then in the Purchaser’s possession, of the Prospectus covering such Registrable Shares at the time of receipt of such request.

The Purchaser further agrees not to utilize any material other than the applicable current preliminary prospectus or Prospectus in connection with the offering of such Registrable Shares.

Section 4A.  Restrictive Legend.    The legend set forth in Exhibit C shall be removed from the Restricted ADR upon which it is stamped or the Restricted ADR shall be cancelled and replaced with an Unrestricted ADR credited to the applicable balance account at the Depository Trust Company (“DTC”), to the extent (i) the Purchased ADSs are resold pursuant to an effective Registration Statement registering the Purchased ADSs for resale, (ii) such Purchased ADSs are sold or transferred pursuant to Rule 144 (if the transferee is not an affiliate of the C ompany), or (iii) such Purchased ADSs may be resold without restriction under Rule 144, provided that satisfaction of conditions (ii) and (iii) must be established by the opinion of counsel reasonably satisfactory to the Vendor, including, without limitation any opinion delivered in satisfaction of clause (ii) of the definition of Registrable Shares.  The Vendor will cause the Company, no later than five (5) trading days following the delivery by a Purchaser to the Company or the transfer agent (with notice to the Company) of a Restricted ADR representing such Purchased ADSs (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) and an opinion of counsel to the extent required by this Section, (such fifth trading day, the “Legend Removal Date”) deliver or cause to be delivered to or upon the order of such Purchaser Unrestricted ADRs representing such Purchased ADSs.  Such Unrestricted ADRs may be transmitted by the transfer agent to the Purchaser by crediting the account of the Purchaser’s prime broker with DTC as directed by such Purchaser.

Section 5.  Registration Expenses. (a)  The Vendor shall reimburse the Company all costs, fees and expenses solely incident to the Company’s performance of or compliance with this Agreement (as described in Section 5(b) below) incurred by the Company,provided that the Vendor shall not be required to reimburse the Company for any such costs, fees and expenses unless the Company has documented, t o the Vendor’s reasonable satisfaction, that such costs, fees and expenses are solely attributable to the Company’s performance of this Agreement. For the avoidance of doubt, the Vendor shall not be obligated hereunder to pay any amount to the Company in respect of (i) any Liquidated Damages Amount or (ii) any indemnity or contribution under Section 6 hereof.

(b)  The costs, fees and expenses incident to the Company’s performance of or compliance with this Agreement include, without limitation (i) all registration and filing fees, including FINRA filing fees, (ii) all fees and expenses of compliance with securities or Blue Sky laws of the United States and states therein, including reasonable and

9

documented fees and disbursements of local and special counsel in connection therewith, (iii) printing expenses (including expenses of printing certificates for Registrable Shares, if any), (iv) messenger, telephone and delivery expenses, (v) fees and disbursements of local and special counsel for the Company, (vi) fees and disbursements of all independent certified public accountants of the Company and all other persons retained by the Company in connection with such Registration Statement, (vii) all fees and expenses payable in connection with the Company maintaining the authorization for public offering in Argentina of the Shares, and the listing of such shares on the Buenos Aires Stock Exchange and any other stock exchange upon which the Company has Shares listed and (viii) all other reasonable co sts, fees and expenses incurred by the Company as a result of its performance or compliance with this Agreement.

(c)  The fees and expenses of any persons retained by the Purchaser, and any discounts, commissions or brokers’ fees or fees of similar securities industry professionals and any transfer taxes relating to the disposition of the Registrable Shares by the Purchaser, will be payable by the Purchaser and none of the Company or the Vendor will have any obligation to pay any such amounts.

Section 6.  Indemnification.   (a)  Indemnification by the Company.  The Vendor shall cause the Company, without limitation as to time, to agree to indemnify and hold harmless, to the full extent permitted by law, the Purchaser, the officers, directors and agents and employees of the Purchaser, each Person who controls the Purchaser (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, agents and employees of each such controlling person , to the fullest extent lawful, from and against any and all losses, claims, damages, liabilities, judgments, costs (including, without limitation, reasonable costs of investigation or preparation and reasonable attorneys’ fees) and expenses (collectively, “Losses”) incurred by or with respect to the Purchaser in its capacity as a seller of Registrable Shares pursuant to the Registration Statement or Prospectus, as incurred, arising out of or based upon any untrue or alleged untrue statement of a material fact contained in the Registration Statement or Prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or in the case of any prospectus or form of prospectus or amendment or supplement thereto, arising out of or based upon any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances in which they were made not misleading, except (i) insofar as the same are based upon information furnished in writing to the Company by or on behalf of the Purchaser expressly for use therein, (ii) in the case of an Interruption Period, the use by the Purchaser of an outdated or defective Prospectus until receipt of the copies of the supplemented or amended Prospectus contemplated by Section 4(f) hereof, or until the Purchaser receives Advice from the Company that the use of the applicable Prospectus may be resumed or (iii) to the extent that any such Losses arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission in a Registration Statement or Prospectus, if such untrue statement or alleged untrue statement, omission or alleged omission is corrected in an amendment or supplement to the Registration Statement or the Prospectus that is delivered or made available to the Purchaser and the Purchaser thereafter fails to deliver or make available

10

such Registration Statement or Prospectus as so amended or supplemented prior to or concurrently with the sale of the Registrable Shares to the person asserting such Losses; provided, however, that the indemnity agreement contained in this Section 6(a) shall not apply to any amount paid in settlement of any Losses if such settlement is effected without the prior written consent of the Company, which consent shall not be unreasonably withheld. In the event the Company does not enter into an agreement to so indemnify and hold harmless, the Vendor shall so indemnify and hold harmless.

(b)  Indemnification by Purchaser pursuant to this Agreement.  In connection with any Registration Statement under which the Purchaser is offering Registrable Shares pursuant to this Agreement, the Purchaser shall furnish to the Company in writing such information as the Company reasonably requests for use in connection with such Registration Statement or the related Prospectus and the Purchaser agrees to indemnify and hold harmless, to the full extent permitted by law, the Company, its directors, officers, agents or employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and the directors, officers, agents or employees of such controlling Persons, from and against all Losses, as incurred, arising out of or based upon any untrue or alleged untrue statement of a material fact contained in the Registration Statement or the related Prospectus or any amendment or supplement thereto, or any preliminary prospectus, or arising out of or based upon any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any prospectus or form of prospectus or amendment or supplement thereto, in light of the circumstances in which there were made), to the extent, but only to the extent, that such untrue or alleged untrue statement or omission or alleged omission is based upon information so furnished in writing by or on behalf of the Purchaser to the Company expressly for use in such Registration Statement or Prospectus or in any amendment or supplement thereto or in any preliminary prospectus.  The Company shall be entitled to r eceive customary indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution of such Registrable Shares with respect to information furnished in writing by such persons expressly for use in such Registration Statement or Prospectus.

(c)  Conduct of Indemnification Proceedings.  If any Person shall be entitled to indemnity hereunder (an “indemnified party”), such indemnified party shall give prompt written notice to the party from which such indemnity is sought (the “indemnifying party”) of any claim or of the commencement of any proceeding (including any investigation by any governmental authority) with respect to which such indemnified party seeks indemnification or contribution pursuant hereto; provided, however, that the delay or failure to so notify the indemnifying party shall not relieve the indemnifying party from any obligation or liability except to the extent that the indemnifying party has been prejudiced by such delay or failure.  The indemnifying party shall have the right, exercisable by giving written notice to an indemnified party promptly after the receipt of written notice from such indemnified party of such claim or proceeding, to assume, at the indemnifying party’s expense, the defense of any such claim or proceeding, with counsel reasonably satisfactory to such indemnified party; provided, however, that (i) an

11

indemnified party shall have the right to employ separate counsel in any such claim or proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless:  (1) the indemnifying party agrees to pay such fees and expenses; (2) the indemnifying party fails promptly to assume the defense of such claim or proceeding or fails to employ counsel reasonably satisfactory to such indemnified party; or (3) the named parties to any proceeding (including impleaded parties) include both such indemnified party and the indemnifying party, and such indemnified party shall have been advised by counsel that there may be one or more legal defenses available to it that are in addition to or are inconsistent with those available to the indemnifying party or that a conflict of interest is likely to exist among such indemnified party and any other indemnified parties (in which case the indemnifying party shall not have the right to assume the defense of such action on behalf of such indemnified party); and (ii) subject to clause (3) above, the indemnifying party shall not, in connection with any claim or proceeding or separate but substantially similar or related claim or proceedings in the same jurisdiction, arising out of the same general allegations of circumstances, be liable for the fees and expenses of more than one firm of attorneys (together with appropriate local counsel) at any time for all of the indemnified parties.  Whether or not such defense is assumed by the indemnifying party, such indemnifying party shall not be subject to any liability for any settlement made without its written consent.  The indemnifying party shall not consent to entry of any judgment or enter into any settlement that (A) does not i nclude as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release, in form and substance reasonably satisfactory to the indemnified party, from all liability in respect of such claim or litigation for which such indemnified party would be entitled to indemnification hereunderand (B) includes a statement as to, or an admission of, fault, culpability or a failure to act, by or on behalf of any indemnified party.

(e)  Contribution.  If the indemnification provided for in this Section 6 is applicable in accordance with its terms but is legally unavailable to an indemnified party in respect of any Losses, then each applicable indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Losses, in such proportion as is appropriate to reflect the relative fault of the indemnifying party, on the one hand, and such indemnified party, on the other hand, in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations.  The relative fault of such indemnifying party, on the one hand , and indemnified party, on the other hand, shall be determined by reference to, among other things, whether any action in question, including any untrue statement of a material fact or omission or alleged omission to state a material fact, has been taken by, or relates to information supplied by, such indemnifying party or indemnified party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent any such action, statement or omission.  The amount paid or payable by a party as a result of any Losses shall be deemed to include any legal or other fees or expenses incurred by such party in connection with any investigation or proceeding.  The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 6(e) were determined by pro rata allocation or by any other method of allocation that does not take account of the

12

equitable considerations referred to in the immediately preceding paragraph.  Notwithstanding the provision of this Section 6(e), the Purchaser shall not be required to contribute any amount which is in excess of the amount by which the total proceeds received by the Purchaser from the sale of the Registrable Shares sold by the Purchaser (net of all underwriting discounts and commissions) exceeds the amount of any damages that it has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.  No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

Section 7.     Damages.  If the Company (i) fails to keep continuously effective, supplemented and amended a Registration Statement pursuant to Section 2(c) hereof (except as provided for in Section 2(d) and 2(e) of this Agreement), (ii) fails to comply with the requirements of Section 8 of this Agreement, or (iii) fails to comply with the requirements of Section 4A (each such event a “Default”), then the Vendor shall pay or cause the Company to pay the Purchaser a penalty in cash in an amount equal to the Liquidated Damages Amount.  Accrued liquidated damages, if any, shall be payable within 45 days of the first Default and every 90 days thereafter if such Default is continuing.  This obligation to pay liquidated damages will cease on the date that all Defaults have been cured and shall be the Company’s sole liability for breach of Section 2(c), Section 4(a) or Section 8 of this Agreement.

Section 8.    Rule 144 Information.  With a view to making available the benefits of certain rules and regulations of the SEC which may at any time permit the sale of the Registrable Shares to the public without registration, the Vendor agrees to cause the Company to use commercially reasonable efforts to:

(a)           Make and keep public information available, as those terms are understood and defined in Rule 144 under the Securities Act, at all times that the Company is subject to the reporting requirements of the Securities Act or the Exchange Act, and for so long as the Company remains subject to the periodic reporting requirements under Section 13 or 15(d) of the Exchange Act.

(b)           Use commercially reasonable efforts to file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements).

(c)           Furnish to the Purchaser upon request a written statement by the Company as to its compliance with the reporting requirements of Rule 144 under the Securities Act, and of the Securities Act and the Securities Exchange Act, a copy of the most recent annual or quarterly report of the Company, and such other reports and documents of the Company and other information in as the Purchaser may reasonably request in availing itself of any rule or regulation of the SEC allowing the Purchaser to sell any

13

such securities without registration, provided that the Vendor shall have no obligation to cause the Company to provide any document that is available on the SEC’s EDGAR system.

Section 9.  Miscellaneous.  (a)  Termination.  This Agreement and the obligations of the Vendor and the Purchaser hereunder (other than Section 6 hereof and other than pursuant to the following sentence) shall terminate on the earlier of the first date on which (i) no Registrable Shares remain outstanding,  or (ii) eighteen months after the Closing (as defined in Section 2.02 of the Stock Purchase Agreement).

(b)  Notices.  All notices or communications hereunder shall be in writing (including telecopy or similar writing), addressed as follows:

(i)                To the Company:

YPF Sociedad Anónima

Macacha Güemes 515

C1106BKK Ciudad Autónoma de Buenos Aires, Argentina

Att:  Chief Financial Officer

Facsimile No.:  + 54 11 544 21 13

With a copy (which shall not constitute notice) to:

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, NY 10017

Att:  Nicholas A. Kronfeld

Facsimile No.: + 1 (212) 450-5950

(ii)              To the Vendor:

Repsol YPF S.A.

Paseo de la Castellana 278-280

28046 Madrid (Spain)

Att: Corporate Director Finance

Facsimile No.: + 34 90 255 51 34

With copies (which shall not constitute notice) to:

Repsol YPF S.A.

Paseo de la Castellana 278-280

28046 Madrid (Spain)

Att: Corporate Director Legal Services

Facsimile No.: + 34 91 348 40 86

Davis Polk & Wardwell LLP

450 Lexington Avenue

14

New York, NY 10017

Att:  Nicholas A. Kronfeld

Facsimile No.: + 1 (212) 450-5950

(iv)              To the Purchaser:

Eton Park Capital Management, L.P.

399 Park Ave., 10th Floor

New York, NY 10022

Att:   Marcy Engel, Chief Operating Officer and General Counsel

  Ricardo Salmon, Senior Managing Director

Facsimile No.: + 1 646 521 6360

With a copy (which shall not constitute notice) to:

Shearman & Sterling LLP

599 Lexington Ave

New York, NY 10022

Att:  Robert Treuhold, Esq.

Any such notice or communication shall be deemed given (i) when made, if made by hand delivery, (ii) upon transmission, if sent by confirmed telecopier, (iii) one Business Day after being deposited with a next-day courier, postage prepaid, or (iv) three Business Days after being sent certified or registered mail, return receipt requested, postage prepaid, in each case addressed as above (or to such other address or to such other telecopier number as such party may designate in writing from time to time).

(c)  Separability.  If any provision of this Agreement shall be declared to be invalid or unenforceable, in whole or in part, such invalidity or unenforceability shall not affect the remaining provisions hereof which shall remain in full force and effect.

(d)  Assignment.  This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, devisees, legatees, legal representatives, successors and assigns.  The rights to cause the Vendor to cause the Company to register Registrable Shares pursuant to Sections 2 and 3 may be assigned in connection with any transfer or assignment by the Purchaser of Registrable Shares, provided that such transfer may otherwise be effected in accordance with applicable securities laws and provided further that the Vendor at its sole discretion consents i n writing to such transfer.

(e)  Entire Agreement.  This Agreement represents the entire agreement of the parties and shall supersede any and all previous contracts, arrangements or understandings between the parties hereto with respect to the subject matter hereof.

(f)  Amendments and Waivers.  Except as otherwise provided herein, the provisions of this Agreement may not be amended, modified or supplemented, and

15

waivers or consents to departures from the provisions hereof may not be given, without the written consent of the Vendor and the Purchaser.

(g)  Publicity.  No public release or announcement concerning the transactions contemplated hereby shall be issued by any party without the prior consent of the other parties, except to the extent that such party is advised by counsel that such release or announcement is necessary or advisable under applicable law or the rules or regulations of any securities exchange, in which case the party required to make the release or announcement shall to the extent practicable provide the other parties with an opportunity to review and comment on such release or announcement in advance of its issuance.

(h)  Expenses.  Whether or not the transactions contemplated hereby are consummated, except as otherwise provided herein, all costs and expenses incurred in connection with the execution of this Agreement shall be paid by the party incurring such costs or expenses.

(i)  Interpretation.  The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

(j)  Counterparts.  This Agreement may be executed in two or more counterparts, all of which shall be one and the same agreement, and shall become effective when counterparts have been signed by each of the parties and delivered to each other party.

(k)  Governing Law.  THIS AGREEMENT, THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT, AND ANY CLAIM OR CONTROVERSY DIRECTLY OR INDIRECTLY BASED UPON OR ARISING OUT OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT (WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER THEORY), INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, SHALL IN ALL RESPECTS BE GOVERNED BY AND INTERPRETED, CONSTRUED, AND DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

(l)  Authorized Agent.  The Vendor agrees that any suit, action or proceeding against them brought by the Purchaser, the directors, officers, employees and agents of the Purchaser, or by any person who controls the Purchaser, arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any State or U.S. federal court in The City of New York and County of New York, and waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding.  The Vendor hereby appoints CT Corporation System, 111 8th Avenue, New York, NY 10016, as its authorized agent (the “Authorized Agent”) upon whom process may be served in any suit, action or proceeding arising out of or

16

based upon this Agreement or the transactions contemplated herein that may be instituted in any State or U.S. federal court in The City of New York and County of New York, by the Purchaser, the directors, officers, employees, Affiliates and agents of the Purchaser, or by any person who controls the Purchaser, and expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding.  The Vendor hereby represents and warrants that the Authorized Agent has accepted such appointment and has agreed to act as said agent for service of process, and it agrees to take any and all action, including the filing of any and all documents that may be necessary to continue such appointment in full force and effect as aforesaid.  Service of process upon the Authorized Agent shal l be deemed, in every respect, effective service of process upon the Vendor.

(m)  Additional Amounts.  All fees, payments, expense reimbursements and other amounts of any kind whatsoever required to be paid by the Vendor, or that the Vendor may be required to cause the Company to pay, pursuant to this Agreement shall be made free and clear of and without withholding or deduction for, or on account of, any taxes, duties, assessments, or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or on behalf of Argentina in the case of the Company and Spain in the case of the Vendor or any other political subdivision thereof, or any authority or agency thereof or therein having power to levy the same in the relevant jurisdiction, unless such withh olding or deduction is required by law or by the official, judicial or administrative interpretation thereof.  In such event, the Vendor will pay, or will cause the Company to pay, as applicable, such additional amounts (the “Additional Amounts”) as will result in the receipt by the Purchaser or such other party of such amounts as would have been received in respect of any such fees, payments, expense reimbursements and other amounts had no such taxes, duties, assessments or governmental charges been required to be withheld or deducted.

(n)  Currency.  Each reference in this Agreement to U.S. dollars  (the “relevant currency”), including by use of the symbol “$”, is of the essence.  To the fullest extent permitted by law, the obligation in respect of any amount due under this Agreement will, notwithstanding any payment in any other currency (whether pursuant to a judgment or otherwise), be discharged only to the extent of the amount in the relevant currency that the party entitled to receive such payment may, in accordance with its normal procedures, purchase with the sum paid in such other currency (after any premium and costs of excha nge) on the Business Day immediately following the day on which such party receives such payment.  If the amount in the relevant currency that may be so purchased for any reason falls short of the amount originally due, the Vendor will pay, or will cause the Company to pay, as applicable, such additional amounts, in the relevant currency, as may be necessary to compensate for the shortfall.  Any obligation not discharged by such payment will, to the fullest extent permitted by applicable law, be due as a separate and independent obligation and, until discharged as provided herein, will continue in full force and effect.

(o)  Waiver of Immunity.  To the extent that the Vendor has or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding,

17

from jurisdiction of any court or from set-off or any legal process (whether service or notice, attachment in aid or otherwise) with respect to itself or any of its property, the Vendor hereby irrevocably waives and agrees not to plead or claim such immunity in respect of its obligations under this Agreement.

(p)  Calculation of Time Periods.  Except as otherwise indicated, all periods of time referred to herein shall include all Saturdays, Sundays and holidays; provided, however, that if the date to perform the act or give any notice with respect to this Agreement shall fall on a day other than a Business Day, such act or notice may be timely performed or given if performed or given on the next succeeding Business Day.

(q)  Other Registration Rights Agreements. The Vendor has entered into a Registration Rights Agreement with other investors in connection with the purchase of ADSs of the Company by such investors contemporaneously herewith and such other Registration Rights Agreement provides for the registration of such ADSs and the underlying Class D shares of the Company.   The Vendor represents and warrants that it has provided the Purchaser with a true copy of such other Registration Rights Agreement (with the identity of the other investors redacted).

18

In Witness Whereof, the parties hereto have executed this Agreement as of the date and year first written above.

Repsol YPF, S.A.
By:	/s/ Fernando Ramírez Mazarredo
	Name: Fernando Ramírez Mazarredo
	Title: Chief Financial Officer

Eton Park Fund, L.P.
By:	Eton Park Capital Management, L.P., its Investment Manager
By:	/s/ Marcy Engel
	Name: Marcy Engel
	Title: Chief Operating Officer & General Counsel Eton Park Capital Management, L.P.

19

Exhibit A

Warrant Agreement

[Filed as Exhibit 99.4]

Exhibit B

Plan of Distribution

The selling security holders and their successors, which term includes their transferees, pledgees or donees or their successors may sell the YPF ADSs directly to purchasers or through underwriters, broker-dealers or agents, who may receive compensation in the form of discounts, concessions or commissions from the selling security holders or the purchasers.  These discounts, concessions or commissions as to any particular underwriter, broker-dealer or agent may be in excess of those customary in the types of transactions involved.

The YPF ADSs may be sold in one or more transactions at:

•      fixed prices;

•      prevailing market prices at the time of sale;

•      prices related to the prevailing market prices;

•      varying prices determined at the time of sale; or

•      negotiated prices.

These sales may be effected in transactions:

• on any national securities exchange or quotation service on which the YPF ADSs may be listed or quoted at the time of sale, including the NYSE;

•      in the over-the-counter market;

• otherwise than on such exchanges or services or in the over-the-counter market;

• through the writing of options, whether the options are listed on an options exchange or otherwise;

• ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

• block trades in which the broker-dealer will attempt to sell the YPF ADSs as agent but may position and resell a portion of the block as principal to facilitate the transaction;

• purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

• an exchange distribution in accordance with the rules of the applicable exchange;

• privately negotiated transactions;

• through the settlement of short sales;

• sales pursuant to Rule 144;

• a combination of any such methods of sale; and

• any other method permitted pursuant to applicable law.

As set out above, these transactions may include block transactions or crosses. Crosses are transactions in which the same broker acts as agent on both sides of the trade.

Brokers or dealers engaged by the selling security holders may arrange for other broker-dealers to participate in selling ADRs.  Broker-dealers may receive commissions or discounts from the selling security holders (or, if any broker-dealer acts as agent for the purchases of ADRs, from the purchaser) in amounts to be negotiated.

In connection with the sale of the YPF ADSs or otherwise, the selling security holders may enter into hedging transactions with broker-dealers or other financial institutions. These broker-dealers or financial institutions may in turn engage in short sales of YPF ADSs in the course of hedging the positions they assume with selling security holders.  The selling security holders may also sell the YPF ADSs short and deliver these securities to close out such short positions, or loan or pledge the YPF ADSs to broker-dealers that in turn may sell these securities.

The aggregate proceeds to the selling security holders from the sale of the YPF ADSs offered by them hereby will be the purchase price of the YPF ADSs less discounts and commissions, if any. Each of the selling security holders reserves the right to accept and, together with their agents from time to time, to reject, in whole or in part, any proposed purchase of YPF ADSs to be made directly or through agents. We will not receive any of the proceeds from the sale of the YPF ADSs.

In order to comply with the securities laws of some states, if applicable, the YPF ADSs may be sold in these jurisdictions only through registered or licensed brokers or dealers.

Profits on the sale of the YPF ADSs by selling security holders and any discounts, commissions or concessions received by any broker-dealers or agents might be deemed to be underwriting discounts and commissions under the Securities Act. Selling security holders who are deemed to be “underwriters” within the meaning of Section 2(11) of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act. To the extent the selling security holders may be deemed to be “underwriters,” they

may be subject to statutory liabilities, including, but not limited to, Sections 11, 12 and 17 of the Securities Act.

The selling security holders and any other person participating in a distribution will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder. Regulation M of the Exchange Act may limit the timing of purchases and sales of any of the securities by the selling security holders and any other person. In addition, Regulation M may restrict the ability of any person engaged in the distribution of the securities to engage in market-making activities with respect to the particular securities being distributed for a period of up to five business days before the distribution. The selling security holders have acknowledged that they understand their obligations to comply with the provisions of the Exchange Act and the rules thereunder relating to stock manipulation, particularly Regulation M, and have agre ed that they will not engage in any transaction in violation of such provisions.

To our knowledge, there are currently no plans, arrangements or understandings between any selling security holder and any underwriter, broker-dealer or agent regarding the sale of the YPF ADSs by the selling security holders.

A selling security holder may decide not to sell any YPF ADSs described in this prospectus.  Any securities covered by this prospectus which qualify for sale pursuant to Rule 144 or Rule 144A of the Securities Act may be sold under Rule 144 or Rule 144A rather than pursuant to this prospectus. In addition, a selling security holder may transfer, devise or gift the YPF ADSs by other means not described in this prospectus.

With respect to a particular offering of the YPF ADSs, to the extent required, an accompanying prospectus supplement or, if appropriate, a post-effective amendment to the registration statement of which this prospectus is a part will be prepared and will set forth the following information:

•      the specific YPF ADSs to be offered and sold;

•      the names of the selling security holders;

• the respective purchase prices and public offering prices and other material terms of the offering;

•      the names of any participating agents, broker-dealers or underwriters; and

• any applicable commissions, discounts, concessions and other items constituting, compensation from the selling security holders.

We entered into the registration rights agreements to facilitate the sale by Repsol YPF of our securities pursuant to the Stock Purchase Transactions and the Option described under “Selling Shareholders”. See “Selling Shareholders”. The registration rights agreements provide that the selling shareholders and we will indemnify each other

and our and their respective directors, officers and controlling persons against specific liabilities in connection with the offer and sale of the Shares, including in the form of ADSs, including liabilities under the Securities Act, or will be entitled to contribution in connection with those liabilities. Repsol YPF will pay all of our expenses incidental to the registration, offering and sale of the Shares, including in the form of ADSs, to the public, and each selling shareholder will be responsible for payment of commissions, concessions, fees and discounts of underwriters, broker-dealers and agents.

Exhibit C

NEITHER THE ADSs EVIDENCED HEREBY NOR THE SHARES UNDERLYING SUCH ADSs HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND NEITHER THE ADSs NOR THE SHARES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) (1) PURSUANT TO A TRANSACTION THAT IN THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO REPSOL YPF S.A. IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES.  IN ADDITION, THE SHARES UNDERLYING THE ADSs EVIDENCED HEREBY MAY BE OFFERED AND SOLD IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT.

EX-99.7 8 dp20483_ex9907.htm EXHIBIT 99.7

Exhibit 99.7

STOCK PURCHASE AGREEMENT

Stock Purchase Agreement (this “Agreement”) dated as of December 22, 2010 between Repsol YPF, S.A., a limited liability company (sociedad anónima) duly organized on November 12, 1986, under the laws of the Kingdom of Spain (the “Vendor”), and the several purchasers named in Exhibit A hereto (each, a “Purchaser” and, collectively, the “Purchasers”).  Hereinafter, the Vendor and the Purchasers shall jointly be referred to as the “Parties, 221; and each one of them individually as a “Party.”

WHEREAS, YPF, S.A. (the “Company”) is a limited liability company (sociedad anónima) organized under the laws of Argentina, 83.10% of the capital stock of which is directly or indirectly owned by the Vendor.

WHEREAS, each Purchaser desires to purchase the number of American Depositary Shares of the Company, each representing one Class D share of the Company, par value 10 pesos per share, set forth in Exhibit A (collectively, the “ADSs”).

WHEREAS, the ADSs were issued under the Amended and Restated Deposit Agreement dated as of November 13, 2009 among the Company, The Bank of New York Mellon as Depositary and the holders from time to time of American Depositary Receipts issued thereunder.

WHEREAS, the Vendor and the Purchasers have agreed to enter into a Put Option Agreement pursuant to which the Purchasers may sell part of the ADSs to the Vendor, substantially in the form of Exhibit B attached hereto.

WHEREAS, on this date, and simultaneously with the signing of this Agreement, the Vendor and the Purchasers have entered into a registration rights agreement with respect to the ADSs.

NOW, THEREFORE, in consideration of the promises and of the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:

ARTICLE 1

Definitions

Section 1.01.  Definitions.  The following terms, as used herein, have the following meanings:

“Applicable Law” means, with respect to any Person, any federal, state or local law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, order, injunction, judgment, decree, ruling or other similar requirement enacted, adopted, promulgated or applied by a Governmental Body that is binding upon or applicable to such Person, as amended unless expressly specified otherwise.

“Business Day” means a day, other than Saturday, Sunday or other day on which commercial banks in New York, New York or Madrid, Spain or Buenos Aires, Argentina are authorized or required by Applicable Law to close.

“Governmental Body” means any governmental body, agency or official of any country or political subdivision of any country, including any federal, national, supranational, state, provincial, local or other government, governmental, regulatory or administrative authority (including any self-regulatory organization), agency or commission or any court, tribunal, or judicial or arbitral body.

“Person” means an individual, corporation, limited liability company, partnership, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.

ARTICLE 2

Purchase and Sale

Section 2.01.  Purchase and Sale.  Upon the terms and subject to the conditions of this Agreement, the Vendor agrees to sell to the Purchasers, and each Purchaser agrees to purchase from the Vendor, the number of ADSs set forth in Exhibit A in respect of each such Purchaser at the Closing for a purchase price of US$39 per Firm ADS and the aggregate purchase price set forth in Exhibit A, which purchase price shall be paid as provided in ‎Se ction 2.02. The ADSs may be delivered by the Vendor or by subsidiaries of the Vendor.

Section 2.02.  Closing.  (a)  The closing (the “Closing”) of the purchase and sale of the ADSs hereunder shall take place at the offices of Davis Polk & Wardwell LLP on December 23, 2010.

           (b)           At or prior to the Closing the Vendor shall deliver to a representative designated by each Purchaser a physical American Depositary Receipt (“ADR”) representing the number of ADSs set forth in Exhibit A in respect of each such Purchaser, which physical ADR shall bear the following legend:

NEITHER THE ADSs EVIDENCED HEREBY NOR THE SHARES UNDERLYING SUCH ADSs HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND NEITHER THE ADSs NOR THE SHARES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) (1) PURSUANT TO A TRANSACTION THAT IN THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO REPSOL YPF S.A. IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES.  IN ADDITION, THE SHARES UNDERLYING THE ADSs EVIDENCED HEREBY MAY BE OFFERED AND

2

SOLD IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT.

(c)           At the Closing, contingent on the delivery in Section 2.02(b) having occurred, each Purchaser shall deliver the cash purchase price payable pursuant to Section 2.01 to the Vendor, in immediately available funds by wire transfer to an account designated by the Vendor by notice to the Purchasers prior to the Closing.

(d)           The Parties agree to enter into a Put Option Agreement substantially in the form set forth as Exhibit B hereto simultaneously with the Closing.

ARTICLE 3

Representations and Warranties of The Vendor

The Vendor hereby represents and warrants to the Purchasers that:

Section 3.01.  Organization and Existence.  The Vendor is a corporation (sociedad anónima) duly organized and validly existing under the laws of the Kingdom of Spain.

Section 3.02.  Authorization.  The execution, delivery and performance by the Vendor of this Agreement and the consummation by the Vendor of the transactions contemplated hereby are within the powers of the Vendor and have been duly authorized by all necessary action on the part of the Vendor.  This Agreement constitutes the valid and binding agreement of the Vendor, enforceable against the Vendor in accordance with its terms.

Section 3.03.  Governmental and Court Authorization.  The execution, delivery and performance by the Vendor of this Agreement and the consummation by the Vendor of the transactions contemplated hereby require no action by, or in respect of, or consent, approval or authorization of, or filing, registration or qualification with, any Governmental Body.

Section 3.04.  Non-contravention.  The execution, delivery and performance by the Vendor of this Agreement do not and shall not (i) contravene or conflict with the articles of incorporation, bylaws or other organizational document binding on the Vendor, (ii) contravene or conflict with or constitute a violation of any Applicable Law binding upon or applicable to the Vendor or (iii) require any consent, approval or other action by any Person or constitute a default under or give rise to any right of termination, cancellation or acceleration of any right or obligation of the Vendor or to a loss of any benefit to which the Vendor is entitled under any agreement, contract, indenture, lease or other instrument binding upon the Vendor or any license, franchise, permit or other similar authorization held by the Vendor.

Section 3.05.  Title to the ADSs.  The Vendor has valid title to the ADSs to be sold under this Agreement free and clear of all security interests, claims, liens, equities or other encumbrances.

3

Section 3.06.  The sale of the ADSs by the Vendor pursuant to this Agreement is not prompted by any material information concerning the Company or any of its subsidiaries that is not on file with or has not been submitted to the Securities and Exchange Commission (the “SEC”).

Section 3.07.  The Vendor has no knowledge of any material fact or information concerning the Company, or the operations, assets, condition, financial or otherwise, or prospects of the Company which is required under applicable law to be made generally available to the public and which has not been, or is not being, or will not be, made generally available to the public through information that is on file with or submitted to the SEC.

ARTICLE 4

Representations and Warranties of The Purchasers

Section 4.01.  Private Placement.  Each of the Purchasers hereby represents and warrants to and agrees with the Vendor that:

(i)           Neither the ADSs evidenced hereby nor the shares underlying such ADSs have been registered under the Securities Act and neither the ADSs nor the shares may be offered, sold, pledged or otherwise transferred except (a) (1) pursuant to a transaction that in the opinion of counsel reasonably satisfactory to the Vendor is exempt from registration under the Securities Act or (2) pursuant to an effective registration statement under the Securities Act and (b) in accordance with all applicable securities laws of the states of the United States.  In addition, the shares underlying the ADSs evidenced hereby may be offered and sold in an offshore transaction complying with Rule 903 or Rule 904 of Regulation S under the Securities Act;

(ii)           It is a “qualified institutional buyer” as defined in Rule 144A (a “QIB”) under the Securities Act;

(iii)           It is acquiring the ADSs for its own account or for one or more accounts (each of which is a QIB and as to each of which it exercises sole investment discretion and for each of which it has full power to make the acknowledgments, representations and agreements herein) and not with a view to, or for sale in connection with, any public resale or distribution thereof;

(iv)           It understands that no offering circular or prospectus will be provided or prepared in connection with the offer and sale of the ADSs;

(v)           It has conducted its own investigation of the ADSs and the Vendor has not made any representation to it, express or implied, with respect to the ADSs or the Company.  It has received and reviewed all financial and other information that it believes is necessary or appropriate in connection with its decision to purchase the ADSs;

4

(vi)           It represents that it has such knowledge and experience in financial and business matters (including investments in unregistered equity securities of non-U.S. issuers) as to enable it to evaluate the merits and risk of its investment in the ADSs and that it and any accounts for which it is acting is able to bear the economic risk of investing in and holding such ADSs;

(vii)           It understands that the ADSs are being offered in a transaction not involving any public offering in the United States within the meaning of the Securities Act;

(viii)           It understands that no representation is being made as to the availability of Rule 144 or any other exemption under the Securities Act for the reoffer, resale, pledge or transfer of the ADSs;

Section 4.02.  Organization and Existence.  Each of the Purchasers hereby represents and warrants that it is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation.

Section 4.03.  Authorization.  Each of the Purchasers hereby represents and warrants that the execution, delivery and performance by such Purchaser of this Agreement and the consummation by such Purchaser of the transactions contemplated hereby are within its powers and have been duly authorized by all necessary action on its part.  This Agreement constitutes a valid and binding agreement enforceable against the Purchaser in accordance with its terms.

Section 4.04.  Governmental and Court Authorization.  Each of the Purchasers hereby represents and warrants that the execution, delivery and performance by such Purchaser of this Agreement and the consummation by such Purchaser of the transactions contemplated hereby require no action by, or in respect of, or consent, approval or authorization of, or filing, registration or qualification with, any Governmental Body.

Section 4.05.  Non-contravention.  Each of the Purchasers hereby represents and warrants that the execution, delivery and performance by such Purchaser of this Agreement do not and shall not (i) contravene or conflict with the articles of incorporation, bylaws or other organizational document binding on the Purchaser, (ii) contravene or conflict with or constitute a violation of any Applicable Law binding upon or applicable to the Purchaser or (iii) require any consent, approval or other action by any Person or constitute a default under or give rise to any right of termination, cancellation or acceleration of any right or obligation of the Purchaser or to a loss of any benefit to which the Purchaser is entitled under any agreement, contract, indenture, lease or other instrument binding upon the Purchaser or any license, franchise, permit or other similar authorization held by the Purchaser.

5

ARTICLE 5

Miscellaneous

Section 5.01.  Notices.  All notices, requests and other communications to any Party hereunder shall be in writing (including facsimile transmission) and shall be given:

if to the Vendor, to:

Repsol YPF S.A.

Paseo de la Castellana 278-280

28046 Madrid (Spain)

Att: Corporate Director Finance

Facsimile No.: + 34 90 255 51 34

with copies (which shall not constitute notice) to:

Repsol YPF S.A.

Paseo de la Castellana 278-280

28046 Madrid (Spain)

Att: Corporate Director Legal Services

Facsimile No.: + 34 91 348 40 86

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, NY 10017

Att:  Nicholas A. Kronfeld

Facsimile No.: + 1 (212) 450-5950

if to Purchasers, to:

Capital International, Inc.

333 South Hope Street

Los Angeles, CA 90071

Attn:  Legal

Facsimile No.: + 1-213-486-9034

or such other address or facsimile number as such Party may hereafter specify for the purpose by notice to the other Party hereto.  All such notices, requests and other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to 5:00 p.m. in the place of receipt and such day is a Business Day in the place of receipt.  Otherwise, any such notice, request or communication shall be deemed not to have been received until the next succeeding Business Day in the place of receipt.

Section 5.02.  Amendments; Waivers.  (a) Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each Party to this Agreement, or in the case of a waiver, by the Party against whom the waiver is to be effective.

6

(b)No failure or delay by any Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.  The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

Section 5.03.Expenses.  All costs and expenses (including legal fees and expenses) incurred in connection with this Agreement shall be paid by the Party incurring such costs or expenses.

Section 5.04.Successors and Assigns.  The provisions of this Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and assigns; provided that no Party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of the other Party hereto.

Section 5.05.Governing Law.  This Agreement shall be construed in accordance with and governed by the internal law of the State of New York, without regard to the conflicts of law rules of such state.

Section 5.06.Jurisdiction.  Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby may be brought against any of the Parties in any United States District Court for the Southern District of New York or any New York State court sitting in New York City, so long as one of such courts shall have subject matter jurisdiction over such suit, action or proceeding, and that any cause of action arising out of this Agreement shall be deemed to have arisen from a transaction of business in the State of New York, and each o f the Parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection it may now have or hereafter have to venue laid therein or that any such suit, action or proceeding which is brought in such court has been brought in an inconvenient forum.  Process in any such suit, action or proceeding may be served on any Party anywhere in the world, whether within or without the jurisdiction of any such court.  Without limiting the foregoing, each Party agrees that service of process on such Party as provided in ‎Section 5.01 shall be deemed effective service of process on such Party.

Section 5.07.  WAIVER OF JURY TRIAL.  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 5.08.Counterparts; Effectiveness.  This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.  This Agreement shall become effective when each Party hereto shall have received a counterpart hereof signed by the other Party hereto.

7

Section 5.09.Entire Agreement; Third-Party Beneficiaries.  This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements, understandings and negotiations, both written and oral, between the Parties with respect to the subject matter of this Agreement.  No representation, inducement, promise, understanding, condition or warranty of either Party hereto not set forth herein has been made or relied upon by any Party hereto.  Neither this Agreement nor any provision hereof is intended to confer upon any Person other than the Parties hereto a ny rights or remedies hereunder.

Section 5.10.Captions.  The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof.

Section 5.11.Survival.  The covenants, agreements, representations and warranties of the Parties hereto contained in this Agreement or in any certificate or other writing delivered pursuant hereto or in connection herewith shall survive the Closing.

Section 5.12.  Severability.  If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.  Upon such a determination, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner so that the transa ctions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

Section 5.13.  Publicity.  No public release or announcement concerning the transactions contemplated hereby shall be issued by any Party without the prior consent of the other Party, except to the extent that such Party is advised by counsel that such release or announcement is necessary or advisable under applicable law or the rules or regulations of any securities exchange, in which case the Party required to make the release or announcement shall to the extent practicable provide the other Party with an opportunity to review and comment on such release or announcement in advance of its issuance.

8

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly executed as of the day and year first above written.

Repsol YPF, S.A.
By:	/s/ Fernando Ramírez Mazarredo
	Name: Fernando Ramírez Mazarredo
	Title: Chief Financial Officer

THE PARTIES LISTED ON EXHIBIT A HERETO
By:	Capital International, Inc.

By:	/s/ Mark E. Brubaker
	Name: Mark E. Brubaker
	Title: Senior Vice President

Exhibit A

	ADSs
Purchaser	Number		Purchase Price
Capital Guardian Emerging Markets Equity Master Fund		76,300	$	2,975,700
Capital Guardian Emerging Markets Equity DC Master Fund		169,500	$	6,610,500
Capital International Emerging Markets Fund		1,990,000	$	77,610,000
Capital Guardian Emerging Markets Equity Fund for Tax-Exempt Trusts		32,600	$	1,271,400
Emerging Markets Growth Fund, Inc.		3,811,590	$	148,652,010
Capital Guardian Emerging Markets Restricted Equity Fund for Tax-Exempt Trusts		71,200	$	2,776,800
Capital International Emerging Markets Total Opportunities		99,300	$	3,872,700
Capital Guardian Emerging Markets Total Opportunities Master Fund		33,900	$	1,322,100
Capital Guardian Emerging Markets Total Opportunities Fund for Tax-Exempt Trusts		125,867	$	4,908,813
		6,410,257	$	250,000,023

Exhibit B

Put Option Agreement

[Filed as Exhibits 99.8, 99.9, 99.10, 99.11, 99.12, 99.13, 99.14, 99.15 and 99.16]

EX-99.8 9 dp20483_ex9908.htm EXHIBIT 99.8

Exhibit 99.8

EXECUTION VERSION

PUT OPTION AGREEMENT

dated as of December 23, 2010

between

Repsol YPF, S.A.

as Seller

and

Capital Guardian Emerging Markets Equity Master Fund

as Purchaser

TABLE OF CONTENTS

Page

ARTICLE 1
Definitions
Section 1.01.	Certain Definitions	1
ARTICLE 2
Issuance, Execution and Transfer of Put Options
Section 2.01.	Purchase and Sale	4
Section 2.02.	Issuance of Put Options	5
Section 2.03.	Limitations on Transfer	5
ARTICLE 3
Exercise and Settlement of Put Options
Section 3.01.	Exercise of Put Options	5
Section 3.02.	Settlement of Put Options	5
Section 3.03.	Delivery of ADSs	6
Section 3.04.	No Fractional ADSs to Be Delivered	6
Section 3.05.	Calculations Determined by Seller	6
ARTICLE 4
Adjustments
Section 4.01.	Adjustments to Exercise Price	6
Section 4.02.	Adjustments to Number of Put Options	8
Section 4.03.	Pass-Through of Dividends and Distributions.	9
Section 4.04.	Restrictions on Adjustments	10
Section 4.05.	Recapitalizations, Reclassifications and Other Changes	10
Section 4.06.	Common Stock Outstanding.	12
Section 4.07.	Seller’s Determinations Final	12
Section 4.08.	Notice of Adjustments	12
ARTICLE 5
Other Provisions Relating to Rights of Holder
Section 5.01.	Amendments	12

i

ARTICLE 6
Representations, Warranties and Covenants of the Seller
Section 6.01.	Organization and Existence	13
Section 6.02.	Authorization	13
Section 6.03.	Governmental and Court Authorization	13
Section 6.04.	Non-contravention	13
ARTICLE 7
Representations and Warranties of The Purchaser
Section 7.01.	Private Placement	13
Section 7.02.	Organization and Existence	14
Section 7.03.	Authorization	14
Section 7.04.	Governmental and Court Authorization	14
Section 7.05.	Non-contravention	15
Section 7.06.	Title to the ADSs	15
ARTICLE 8
Other Matters
Section 8.01.	Payment of Certain Taxes	15
Section 8.02.	Notices	15
Section 8.03.	Governing Law	16
Section 8.04.	Jurisdiction	16
Section 8.05.	Captions	17
Section 8.08.	Counterparts; Effectiveness	17
Section 8.09.	Severability	17
EXHIBIT A	FORM OF EXERCISE NOTICE	A-1

ii

PUT OPTION AGREEMENT

This Put Option Agreement dated as of December 23, 2010 is between REPSOL YPF, S.A., a corporation organized under the laws of the Kingdom of Spain (the “Seller”), and Capital Guardian Emerging Markets Equity Master Fund (the “Purchaser”).

WITNESSETH THAT:

WHEREAS, pursuant to a Stock Purchase Agreement dated as of December 22, 2010, Seller has agreed to sell and Purchaser has agreed to purchase from Seller 76,300 ADSs (as defined below);

WHEREAS, in connection with such sale and purchase, Purchaser, and each Permitted Transferee, (collectively, the “Purchasers”) collectively desire to purchase from Seller and Seller desires to sell to Purchasers, in the aggregate, a Number of Put Options necessary to reduce the total number of ADSs purchased from Seller by Purchasers to no more than 15% of the Free Float of the ADSs, determined as of the Trading Day immediately preceding the Determination Date;

NOW THEREFORE in consideration of the mutual agreements herein contained, the Seller and the Purchaser agree as follows:

ARTICLE 1

Definitions

Section 1.01.  Certain Definitions.  As used in this Put Option Agreement, the following terms shall have their respective meanings set forth below:

“$” refers to such coin or currency of the United States as at any time of payment is legal tender for the payment of public and private debts.

“ADS” means American Depositary Shares of the Issuer evidenced by American Depositary Receipts and issued pursuant to the Deposit Agreement.

“Affiliate” means a Person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the Issuer.

“Applicable Law” means, with respect to any Person, any federal, state or local law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, order, injunction, judgment, decree, ruling or other similar requirement enacted, adopted, promulgated or applied by a Governmental Body that is binding upon or applicable to such Person, as amended unless expressly specified otherwise.

1

“Board of Directors” means the board of directors of the Seller or any committee of such board of directors duly authorized to exercise the power of such board of directors with respect to the matters provided for in this Put Option Agreement as to which the board of directors is authorized or required to act.

“Business Day” means a day, other than Saturday, Sunday or other day on which commercial banks in New York, New York or Madrid, Spain or Buenos Aires, Argentina are authorized or required by Applicable Law to close.

“Capital Stock” means any and all shares, interests, participations or other equivalents (however designated) of capital stock of the Issuer and all warrants or options to acquire such capital stock.

“Cash” means such coin or currency of the United States as at any time of payment is legal tender for the payment of public and private debts.

“Close of Business” means 5:00 p.m. New York City time.

“Common Stock” means Class D Common Stock, par value 10 Argentinian pesos per share, of the Issuer, subject to ‎Section 4.05.

“Deposit Agreement” means the Amended and Restated Deposit Agreement dated as of November 13, 2009 between the Issuer and Depositary (as the same may be amended, restated or replaced from time to time).

“Depositary” The Bank of New York Mellon, acting as depositary under the Deposit Agreement (and any successor or replacement thereto).

“Determination Date” means December 22, 2011.

“Distributed Property” has the meaning set forth in ‎Section 4.03.

“Exercise Date” has the meaning set forth in ‎Section 3.01.

“Exercise Notice” means, for any Put Option, the exercise notice substantially in the form set forth in Exhibit A hereto.

“Exercise Price” means initially $39.00 per Put Option, subject to adjustment pursuant to ‎Article 4.

“Expiration Date” means, for any Put Option, January 23, 2012, regardless of whether such date is a Trading Day.

“Free Float” means the aggregate number of shares of Common Stock (including shares of Common Stock underlying ADSs) held by non-Affiliates of

2

the Issuer and eligible for resale (in the case of shares of Common Stock, upon conversion into ADSs) without restriction on the New York Stock Exchange.

“Full Physical Share Amount” has the meaning set forth in ‎Section 3.02.

“Governmental Body” means any governmental body, agency or official of any country or political subdivision of any country, including any federal, national, supranational, state, provincial, local or other government, governmental, regulatory or administrative authority (including any self-regulatory organization), agency or commission or any court, tribunal, or judicial or arbitral body.

“Holder” means the Purchaser.

“Issuer” means YPF Sociedad AnÓnima.

“Number of Put Options” means 76,300; provided that the Number of Put Options shall be reduced, as of the Trading Day prior to the Determination Date, by 0.178% of the Free Float as of the Trading Day prior to the Determination Date, rounded up to the nearest whole number; provided further that if such reduction results in a negative number, the Number of Put Options will be deemed to be zero.  The Number of Put Options shall be subject to adjustment pursuant to ‎Section 4.02.

“Open of Business” means 9:00 a.m., New York City time.

“Permitted Transferee” means each of Capital Guardian Emerging Markets Equity DC Master Fund, Capital International Emerging Markets Fund, Capital Guardian Emerging Markets Equity Fund for Tax-Exempt Trusts, Emerging Markets Growth Fund, Inc., Capital Guardian Emerging Markets Restricted Equity Fund for Tax-Exempt Trusts, Capital International Emerging Markets Total Opportunities, Capital Guardian Emerging Markets Total Opportunities Master Fund and Capital Guardian Emerging Markets Total Opportunities Fund for Tax-Exempt Trusts.

“Person” means an individual, partnership, firm, corporation, business trust, joint stock company, trust, unincorporated association, joint venture, governmental authority or other entity of whatever nature.

“Put Option” means a Put Option of the Seller exercisable for one ADS of the Issuer, subject to adjustment as provided herein, and issued pursuant to this Put Option Agreement with the terms, conditions and rights set forth in this Put Option Agreement.

“Recapture Period” has the meaning set forth in ‎Section 4.03.

3

“Record Date” means, with respect to any dividend, distribution or other transaction or event in which the holders of ADSs have the right to receive any Cash, securities or other property or in which ADSs (or other applicable security) is exchanged for or converted into any combination of Cash, securities or other property, the date fixed for determination of holders of ADSs entitled to receive such Cash, securities or other property (whether such date is fixed by the Board of Directors or by statute, contract or otherwise).

“Reference Property” has the meaning set forth in ‎Section 4.05.

“Reorganization Event” has the meaning set forth in ‎Section 4.05.

“SEC” means Securities and Exchange Commission of the United States.

“Securities Act” means the Securities Act of 1933, as amended.

“Settlement Date” means, in respect of a Put Option that is exercised hereunder, the third Trading Day immediately following the Exercise Date.

“Stock Purchase Agreement” means the Stock Purchase Agreement dated as of December 22, 2010 between the Seller and the Purchaser.

“Trading Day” means (i) if the applicable security is listed on the New York Stock Exchange, a day on which trades may be made thereon or (ii) if the applicable security is listed or admitted for trading on the American Stock Exchange, the NASDAQ Global Select Market, the NASDAQ Global Market or other national securities exchange or market, a day on which the American Stock Exchange, the NASDAQ Global Select Market, the NASDAQ Global Market or such other national securities exchange or market is open for business or (iii) if the applicable security is not so listed, admitted for trading or quoted, any Business Day in New York City, New York.

“Unit of Reference Property” has the meaning set forth in ‎Section 4.05.

ARTICLE 2

Issuance, Execution and Transfer of Put Options

Section 2.01.  Purchase and Sale.  Upon the terms and subject to the conditions of this Put Option Agreement, the Seller agrees to sell to the Purchaser, and the Purchaser agrees to purchase from the Seller, the Number of Put Options in consideration for Purchaser’s agreement to purchase all of the ADSs to be purchased pursuant to the Stock Purchase Agreement.

4

Section 2.02. Issuance of Put Options.  The Number of Put Options issued hereunder shall be represented by this Put Option Agreement.  The issue date of the Put Options shall be the date of the Closing (as defined in the Stock Purchase Agreement). The Put Options issued to the Purchaser at the Closing shall be the only Put Options issued or outstanding under this Put Option Agreement. All Put Options issued under this Put Option Agreement shall in all respects be equally and ratably entitled to the benefits hereof, without preference, priority, or distinction.

Section 2.03.  Limitations on Transfer.Except as set forth in the immediately succeeding sentence, neither this Put Option Agreement, the Put Options evidenced hereby nor any interest or obligation in or under this Put Option Agreement may be directly or indirectly transferred, assigned or otherwise disposed of (whether by way of security or otherwise) by the Purchaser without the prior written consent of the Seller. The Purchaser shall be permitted to transfer or assign the Put Options evidenced hereby and its interests an d obligations under this Put Option Agreement to any Permitted Transferee.  In connection with any transfer or assignment pursuant to the immediately preceding sentence, the Purchaser shall give the Seller prompt written notice of such transfer or assignment, the number of Put Options that have been transferred or assigned and the identity of the relevant transferee or assignee.

ARTICLE 3

Exercise and Settlement of Put Options

Section 3.01.  Exercise of Put Options.During the period beginning at the Open of Business on the Determination Date and ending at the Close of Business on the Expiration Date, the Holder shall be entitled to exercise, in accordance with this ‎Article 3, the full Number of Put Options or any portion thereof (which shall not include any fractional Put Options) by delivering a duly completed and executed Exercise Notice to the Seller; provided that the Holder shall not be entitled to deliver more than one Exercise Notice to the Seller.  Any Put Options not exercised prior to the Close of Business on the Expiration Date shall expire unexercised. The date on which the Holder complies with the requirements for exercise set forth in this ‎Section 3.01 in respect of one or more Put Options is the “Exercise Date” for such Put Options.  However, if such date is not a Trading Day or the Holder satisfies such requirements after the Close of Business on a Trading Day, then the Exercise Date shall be the immediately succeeding Trading Day.  The Seller shall notify the Holder, not later than the Open of Business on the Determination Date of the Number of Put Options.

Section 3.02.  Settlement of Put Options.  For each Put Option exercised hereunder, (i) prior to 11:00 a.m., New York City time, on the Settlement Date, the Holder shall cause to be delivered to the Seller one ADS (the “Full Physical

5

Share Amount”) together with, if applicable, any dividends or distributions (or payments in respect thereof) as set forth in ‎Section 4.03, and (ii) on the Settlement Date, following rece ipt by the Holder of such amounts as set forth in clause ‎(i) above, the Seller shall pay the Exercise Price (determined as of such Exercise Date), by federal wire or other immediately available funds payable to the order of the Holder and notified to the Seller in accordance with ‎Section 8.02.

Section 3.03.  Delivery of ADSs.  (a) In connection with the exercise of any Put Options pursuant to ‎Section 3.02, the Holder shall deliver to the Seller a number of ADSs equal to the Number of Put Options that the Holder so exercises.

(b)The Seller shall for all purposes be deemed to have become the holder of record of any ADSs delivered upon exercise of the Put Options represented by this Put Option Agreement as of the Close of Business on the later of the Exercise Date and the date of payment by the Seller of the Exercise Price in accordance with ‎Section 3.02.  However, if any such date is a date when the ADS transfer books of the Depositary are closed, the Seller shall be deemed to have become the holder of such ADSs at the Close of Business on the next succeeding date on which the ADS transfer books of the Depositary are open.

Section 3.04.  No Fractional ADSs to Be Delivered.(a) Notwithstanding anything to the contrary in this Put Option Agreement, the Holder shall not be required to deliver any fraction of an ADS upon exercise of any Put Options.

(b)The Seller hereby expressly waives its right to receive any fraction of an ADS or a receipt representing a fraction of an ADS.

Section 3.05.  Calculations Determined by Seller.The Seller shall be responsible for performing all calculations required in connection with the exercise and settlement of the Put Options and the delivery of ADSs as described in this ‎Article 3.  In connection therewith, the Seller shall provide prompt written notice to the Holder of the number of ADSs deliverable upon exercise and settlement of the Put Options.

ARTICLE 4

Adjustments

Section 4.01.  Adjustments to Exercise Price.  The Exercise Price for the Put Options shall be subject to adjustment (without duplication) upon the occurrence of any of the following events:

(a)(i) The issuance of Common Stock as a dividend or distribution to all holders of Common Stock, or a subdivision or combination of Common Stock,

6

in which event the Exercise Price shall be adjusted based on the following formula:

where:

EP0 = the Exercise Price in effect immediately prior to the Close of Business on the Record Date for such dividend or distribution, or immediately prior to the Open of Business on the effective date for such subdivision or combination, as the case may be;

EP1 = the Exercise Price in effect immediately after the Close of Business on the Record Date for such dividend or distribution, or immediately after the Open of Business on the effective date for such subdivision or combination, as the case may be;

OS0 = the number of shares of Common Stock outstanding immediately prior to the Close of Business on the Record Date for such dividend or distribution, or immediately prior to the Open of Business on the effective date for such subdivision or combination, as the case may be;

OS1 = the number of shares of Common Stock that would be outstanding immediately after, and solely as a result of, such dividend, distribution, subdivision or combination;

ADS0 = the number of shares of Common Stock represented by an ADS immediately prior to the Close of Business on the Record Date for such dividend or distribution, or immediately prior to the Open of Business on the effective date for such subdivision or combination, as the case may be; and

ADS1 = the number of shares of Common Stock represented by an ADS immediately after giving effect to such dividend, distribution, subdivision or combination, as the case may be.

Such adjustment shall become effective immediately after the Close of Business on the Record Date for such dividend or distribution, or immediately after the Open of Business on the effective date for such subdivision or

7

combination, as the case may be. If any dividend or distribution of the type described in this ‎Section 4.01(a) is declared but not so paid or made, the Exercise Price shall again be adjusted to the Exercise Price that would then be in effect if such dividend or distribution had not been declared or announced, as the case may be.

(ii)In the event of (A) any subdivision or split of the outstanding ADSs, (B) any distribution of additional ADSs to holders of ADSs, or (C) any combination of the outstanding ADSs into a smaller number of ADSs, the Seller shall adjust the Exercise Price (and shall make a corresponding adjustment to the Number of Put Options pursuant to ‎Section 4.02) in effect immediately before the event triggering the adjustment so that the Seller will be entitled to receive, upon the Holder’s exercise of the Put Options issued hereunder, the number of ADSs that the Seller would have been entitled to receive upon the Holder’s exercise immediately following this event had the Put Options issued hereunder been exercised for the underlying ADS immediately before this event or any record date with respect to it.

(b)If the Common Stock ceases to be represented by American Depositary Receipts issued under a depositary receipt program sponsored by the Issuer, or the ADSs cease to be listed on the New York Stock Exchange (and are not at that time listed on another United States national securities exchange), all references in this Put Option Agreement to the ADSs relative to the terms of the Put Options shall be deemed to have been replaced by a reference to the number of shares of Common Stock represented by an ADS on the date the Common Stock ceases to be represented by American Depositary Receipts issued under a depositary receipt program sponsored b y the Issuer or on the last day on which the ADSs were traded on the New York Stock Exchange (or another United States national securities exchange), as the case may be, as adjusted, pursuant to the adjustment provisions of this Put Option Agreement, for any other property the ADSs represented as if the other property had been distributed to holders of the ADSs on that day.

Section 4.02.  Adjustments to Number of Put Options.  Concurrently with any adjustment to the Exercise Price under ‎Section 4.01, the Number of Put Options shall be adjusted such that the Number of Put Options in effect immediately following the effectiveness of such adjustment will be equal to the Number of Put Options in effect immediately prior to such adjustment, multiplied by a fraction, (i) the numerator of which is the Exercise Price in effect immediately prior to such adjustment and (ii) the denominator of which is the Exercise Price in effect immediately following such adjustment, rounded up to the nearest whole number.

8

Section 4.03. Pass-Through of Dividends and Distributions. If an issuance, dividend or other distribution is made to all holders of ADSs of any (i) Cash dividends or distributions, (ii) distributions of any rights or warrants to purchase Common Stock or other securities or assets of the Issuer, (iii) distributions of shares of the Issuer’s Capital Stock (other than Common Stock) or (iv) evidences of the Issuer’s indebtedness (clauses (i) through (iv), collectively, the “Distributed Property”), in each case, for which the Record Date for such issuance, dividend or distribution occurs during the period (the “Recapture Period”) from, and including, the date hereof and to, but excluding, the date on which the Seller becomes the holder of record of any ADSs delivered upon exercise of the Put Options represented by this Put Option Agreement pursuant to  ‎Section 3.03(b), then upon exercise of any Put Options hereunder, the Holder shall, in the case of any Distributed Property described in clause (i) above, pay to the Seller, on the Settlement Date the amount of Cash paid in respect of the numbe r of ADSs underlying the number of Put Options exercised by the Holder, and in the case of any Distributed Property described in clause (ii), clause (iii) or clause (iv) above, at Holder’s election, which shall be set forth in the relevant Exercise Notice, either:

(a)pay to the Seller, on the Settlement Date the net cash proceeds received by the Holder in connection with the sale by the Holder in an arms-length transaction to an unaffiliated third party of an amount of Distributed Property distributed in respect of the number of ADSs underlying the number of Put Options exercised; or

(b)deliver to the Seller, on the Settlement Date, the amount of Distributed Property distributed in respect of the number of ADSs underlying the number of Put Options so exercised by the Holder, as well as any dividends or distributions on such Distributed Property for which the relevant record date occurs in the Recapture Period (including, for the avoidance of doubt, interest payments on debt securities for which the relevant record date occurs in the Recapture Period and principal payments on debt securities for which the relevant maturity occurs in the Recapture Period).

Upon the issuance, dividend or distribution of any Distributed Property described in clause (ii), clause (iii) or clause (iv) above, for which the Record Date occurs during the Recapture Period and for which the Holder has elected to sell such Distributed Property and deliver the net cash proceeds to Seller in accordance with clause ‎(a) above, the Holder agrees (x) to use commercially reasonable efforts to sell promptly such Distributed Property in an arms-length transaction to one or more unaffiliated third parties (which shall include the Seller) and (y) prior to consummating any sale of such Distributed Property to any unaffiliated third party other than the Seller, to grant the Seller a right of first refusal, exercisable for five Trading Days, in respect of any proposed sale of such Distributed Property to any unaffiliated third party other than the Seller (other

9

than any sale of such Distributed Property on an exchange or recognized market at the then-current market price for such Distributed Property or such exchange or recognized market), at a price equal to the proposed sale price.  Upon the consummation of the sale of such Distributed Property to any unaffiliated third party other than the Seller, Holder shall promptly notify the Seller of such sale and the corresponding net cash proceeds therefrom.

Notwithstanding the foregoing, in connection with the issuance, dividend or distribution of any Distributed Property for which the Record Date occurs during the Recapture Period, if the Holder has not received any such Distributed Property as of the Settlement Date or if the Holder has elected to sell such Distributed Property in accordance with clause ‎(a) above and h as not sold such Distributed Property as of the Settlement Date, then the Holder may elect in respect of any Put Options exercised hereunder to defer payment or delivery, as the case may be, of such issuance, dividend or distribution or, if the Holder has elected to sell such Distributed Property, the net cash proceeds received by the Holder in connection with the sale of such Distributed Property in accordance with clause ‎(a) above, in each case, until the third Trading Day immediately following receipt by the Holder of such Distributed Property or, if the Holder has elected to sell such Distributed Property in a ccordance with clause ‎(a) above, the third Trading Day immediately following the sale of such Distributed Property.

Section 4.04.  Restrictions on Adjustments.  (a) Except in accordance with ‎Section 4.01 and ‎Section 4.02, the Exercise Price and the Number of Put Options will not be adjusted for the issuance of Common Stock or ADSs, for any dividend or distribution in respect of the Common Stock or ADSs or any other transaction or event relating to or affecting the Common Stock or ADSs.

(b)No adjustment shall be made to the Exercise Price, nor will any corresponding adjustment be made to the Number of Put Options, unless the adjustment would result in a change of at least 1% of the Exercise Price.

Section 4.05.  Recapitalizations, Reclassifications and Other Changes.(a)If any of the following events occur:

(i)any recapitalization;

(ii)any reclassification or change of the outstanding shares of Common Stock (other than changes resulting from a subdivision or combination to which ‎Section 4.01(a) applies);

(iii)any consolidation, merger or combination involving the Issuer;

10

(iv)any sale or conveyance to a third party of all or substantially all of the Issuer’s assets; or

(v)any statutory share exchange,

(each such event a “Reorganization Event”), in each case as a result of which the Common Stock would be converted into, or exchanged for, stock, other securities, other property or assets (including cash or any combination thereof) (the “Reference Property”), then, following the effective time of the transaction, the Holder’s obligation to deliver ADSs upon exercise of a Put Option shall be changed to an obligation to pay or deliver, at Holder’s election, which shall be set forth in the relevant Exercise Notice, either:

(i)the net cash proceeds received by the Holder in connection with the sale by the Holder in an arms-length transaction to an unaffiliated third party of the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that the Holder received in connection with such Reorganization Event in respect of one ADS (such kind and amount of Reference Property per ADS, a “Unit of Reference Property”); or

(ii)a Unit of Reference Property.

In the event holders of the ADSs have the opportunity to elect the form of consideration to be received in a Reorganization Event, the type and amount of consideration to be delivered upon exercise of a Put Option hereunder, or sold by the Holder in an arms length transaction as described in clause ‎(i) above, from and after the effective time of such Reorganization Event shall be deemed to be the t ypes and amounts of consideration actually received by the Holder in such Reorganization Event in respect of the Holder’s ADSs.

(b)Upon the issuance, dividend or distribution of any non-Cash Reference Property for which the Holder has elected to sell such Reference Property and deliver the net cash proceeds to Seller in accordance with clause (a)(i) above, the Holder agrees (x) to use commercially reasonable efforts to sell promptly such Reference Property in an arms-length transaction to one or more unaffiliated third parties (which shall include the Seller) and (y) prior to consummating any sale of such Reference Property to any unaffiliated third party other than the Seller, to gra nt the Seller a right of first refusal, exercisable for five Trading Days, in respect of any proposed sale of such Distributed Property to any unaffiliated third party other than the Seller (other than any sale of such Reference Property on an exchange or recognized market at the then-current market price for such Reference Property on such exchange or recognized market), at a price equal to the proposed sale price.  Upon the consummation of the sale of such Reference Property to any unaffiliated third party other than the Seller, Holder shall

11

promptly notify the Seller of such sale and the corresponding net cash proceeds therefrom.

(c)At any time from, and including, the effective time of a Reorganization Event, the Full Physical Share Amount per Put Option shall be equal to a single Unit of Reference Property (or, if the Holder elects to sell the Reference Property pursuant to clause (a)‎(i) above, the net cash proceeds received per Unit of Reference Property in such sale).

(d)The above provisions of this ‎Section 4.05 shall similarly apply to successive Reorganization Events.

(e)If this ‎Section 4.05 applies to any event or occurrence, no other provision of this ‎Article 4 shall apply to such event or occurrence.

Section 4.06.  Common Stock Outstanding. For the purposes of this ‎Article 4, the number of shares of Common Stock at any time outstanding shall not include shares held, directly or indirectly, by the Issuer, but shall include shares issuable in respect of scrip certificates issued in lieu of fractions of shares of Common Stock.

Section 4.07.  Seller’s Determinations Final.  The Seller shall be responsible for making all calculations called for under this Put Option Agreement. These calculations include, but are not limited to, the Exercise Date, the Exercise Price, the Number of Put Options and the number of ADSs or Units of Reference Property, if any, to be delivered upon exercise of the Number of Put Options.

Section 4.08.  Notice of Adjustments.  Whenever the Exercise Price or the Number of Put Options is adjusted pursuant to this ‎Article 4, the Seller shall promptly mail to the Holder a notice of the adjustment.

ARTICLE 5

Other Provisions Relating to Rights of Holder

Section 5.01.  Amendments.  No amendment, modification or waiver in respect of this Put Option Agreement will be effective unless in writing (including a writing evidenced by a facsimile transmission) and executed by each of the parties or confirmed by an exchange of telexes or electronic messages on an electronic messaging system.

12

ARTICLE 6

Representations, Warranties and Covenants of the Seller

The Seller hereby represents and warrants to the Purchaser that:

Section 6.01.  Organization and Existence.  The Seller is a corporation (sociedad anónima) duly organized and validly existing under the laws of the Kingdom of Spain.

Section 6.02.  Authorization.  The execution, delivery and performance by the Seller of this Put Option Agreement and the consummation by the Seller of the transactions contemplated hereby are within the powers of the Seller and have been duly authorized by all necessary action on the part of the Seller.  This Put Option Agreement constitutes the valid and binding agreement of the Seller, enforceable against the Seller in accordance with its terms.

Section 6.03.  Governmental and Court Authorization.  The execution, delivery and performance by the Seller of this Put Option Agreement and the consummation by the Seller of the transactions contemplated hereby require no action by, or in respect of, or consent, approval or authorization of, or filing, registration or qualification with, any Governmental Body.

Section 6.04.  Non-contravention.  The execution, delivery and performance by the Seller of this Put Option Agreement do not and shall not (i) contravene or conflict with the articles of incorporation, bylaws or other organizational document binding on the Seller, (ii) contravene or conflict with or constitute a violation of any Applicable Law binding upon or applicable to the Seller or (iii) require any consent, approval or other action by any Person or constitute a default under or give rise to any right of termination, cancellation or acceleration of any right or obligation of the Seller or to a loss of any benefit to which the Seller is entitled under any agreement, contract, indenture, lease or other instrument binding upon the Seller or any license, franchise, permit or other similar authorization held by the Seller.

ARTICLE 7

Representations and Warranties of The Purchaser

Section 7.01.  Private Placement.  The Purchaser hereby represents and warrants to and agrees with the Seller that:

(a)The offer and sale of the Put Options has not been registered under the Securities Act;

13

(b)It is a “qualified institutional buyer” as defined in Rule 144A (a “QIB”) under the Securities Act;

(c)It is acquiring the Put Options for its own account or for one or more accounts (each of which is a QIB and as to each of which it exercises sole investment discretion and for each of which it has full power to make the acknowledgments, representations and agreements herein) and not with a view to, or for sale in connection with, any public resale or distribution thereof;

(d)It understands that no offering circular or prospectus will be provided or prepared in connection with the offer and sale of the Put Options;

(e)It has conducted its own investigation of the Put Options and the Seller and the Seller has not made any representation to it, express or implied, with respect to the Put Options or the Seller.  It has received and reviewed all financial and other information that it believes is necessary or appropriate in connection with its decision to purchase the Put Options;

(f)It represents that it has such knowledge and experience in financial and business matters (including investments in unregistered equity securities of non-U.S. issuers) as to enable it to evaluate the merits and risk of its investment in the Put Options and that it and any accounts for which it is acting is able to bear the economic risk of investing in and holding such Put Options; and

(g)It understands that the Put Options are being offered in a transaction not involving any public offering in the United States within the meaning of the Securities Act.

Section 7.02.  Organization and Existence.  The Purchaser hereby represents and warrants that it is a Collective Investment Trust duly organized, validly existing and in good standing under the laws of California.

Section 7.03. Authorization.  The Purchaser hereby represents and warrants that the execution, delivery and performance by the Purchaser of this Put Option Agreement and the consummation by the Purchaser of the transactions contemplated hereby are within its powers and have been duly authorized by all necessary action on its part.  This Put Option Agreement constitutes a valid and binding agreement enforceable against the Purchaser in accordance with its terms.

Section 7.04. Governmental and Court Authorization.  The Purchaser hereby represents and warrants that the execution, delivery and performance by the Purchaser of this Put Option Agreement and the consummation by the Purchaser of the transactions contemplated hereby require no action by, or in respect of, or consent, approval or authorization of, or filing, registration or qualification with, any Governmental Body.

14

Section 7.05.  Non-contravention.  The Purchaser hereby represents and warrants that the execution, delivery and performance by the Purchaser of this Put Option Agreement do not and shall not (i) contravene or conflict with the articles of incorporation, bylaws or other organizational document binding on the Purchaser, (ii) contravene or conflict with or constitute a violation of any Applicable Law binding upon or applicable to the Purchaser or (iii) require any consent, approval or other action by any Person or constitute a default under or give rise to any right of termination, cancellation or acceleration of any right or obligation of the Purchaser or to a loss of any benefit to which the Purchaser is entitled under any agreement, contract, indenture, lease or other instrument binding upon the Purchaser or any license, franchise, permit or other similar authorization held by the Purchaser.

Section 7.06.  Title to the ADSs.  The Holder has valid title to the ADSs to be delivered upon exercise of the Number of Put Options under this Put Option Agreement, free and clear of all security interests, claims, liens, equities or other encumbrances.

ARTICLE 8

Other Matters

Section 8.01.  Payment of Certain Taxes.  (a) The Seller shall pay any and all documentary, stamp or similar issue or transfer taxes that may be payable upon the initial issuance of the Put Options hereunder.

(b)The Holder shall pay any and all documentary, stamp or similar issue or transfer taxes that may be payable upon the delivery of ADSs upon the exercise of Put Options hereunder and the transfer of American Depositary Receipts in respect thereof in the name of, or in such name as may be directed by, the Seller.

Section 8.02.  Notices.  All notices, requests and other communications to any party hereunder shall be in writing (including facsimile transmission) and shall be given:

if to the Seller, to:

Repsol YPF S.A.

Paseo de la Castellana 278-280

28046 Madrid (Spain)

Att: Corporate Director Finance

Facsimile No.: + 34 90 255 51 34

15

with copies (which shall not constitute notice) to:

Repsol YPF S.A.

Paseo de la Castellana 278-280

28046 Madrid (Spain)

Att: Corporate Director Legal Services

Facsimile No.: + 34 91 348 40 86

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, NY 10017

Att:  Nicholas A. Kronfeld

Facsimile No.: + 1 (212) 450-5950

if to the Purchaser or Holder, to:

Capital International, Inc.

333 South Hope Street

Los Angeles, CA 90071

Attn:  Legal

Facsimile No.: + 1-213-486-9034

or such other address or facsimile number as such party may hereafter specify for the purpose by notice to the other party hereto.  All such notices, requests and other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to 5:00 p.m. in the place of receipt and such day is a Business Day in the place of receipt.  Otherwise, any such notice, request or communication shall be deemed not to have been received until the next succeeding Business Day in the place of receipt.

Section 8.03.  Governing Law.  This Put Option Agreement shall be construed in accordance with and governed by the internal law of the State of New York, without regard to the conflicts of law rules of such state.

Section 8.04.  Jurisdiction.  Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Put Option Agreement or the transactions contemplated hereby may be brought against any of the parties in any United States District Court for the Southern District of New York or any New York State court sitting in New York City, so long as one of such courts shall have subject matter jurisdiction over such suit, action or proceeding, and that any cause of action arising out of this Put Option Agreement shall be deemed to have arisen from a transaction of busi ness in the State of New York, and each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted

16

by law, any objection it may now have or hereafter have to venue laid therein or that any such suit, action or proceeding which is brought in such court has been brought in an inconvenient forum.  Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court.  Without limiting the foregoing, each party agrees that service of process on such party as provided in ‎Section 8.02 shall be deemed effective service of process on such party.

Section 8.05.  WAIVER OF JURY TRIAL.  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS PUT OPTION AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 8.06.  Entire Agreement; Third-Party Beneficiaries.  This Put Option Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings and negotiations, both written and oral, between the parties with respect to the subject matter of this Put Option Agreement.  No representation, inducement, promise, understanding, condition or warranty of either party hereto not set forth herein has been made or relied upon by any party hereto.  Neither this Put Option Agreement nor any provision hereof is intended to co nfer upon any Person other than the parties hereto any rights or remedies hereunder.

Section 8.07.  Captions.  The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof.

Section 8.08.  Counterparts; Effectiveness.  This Put Option Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.  This Agreement shall become effective when each party hereto shall have received a counterpart hereof signed by the other party hereto.

Section 8.09.  Severability.  If any term, provision, covenant or restriction of this Put Option Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Put Option Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.  Upon such a determination, the parties shall negotiate in good faith to modify this Put Option Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner so that the tr ansactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

17

IN WITNESS WHEREOF, this Put Option Agreement has been duly executed by the parties hereto as of the day and year first above written.

Repsol YPF, S.A.
By:	/s/ Fernando Ramírez Mazarredo
	Name: Fernando Ramírez Mazarredo
	Title: Chief Financial Officer

Capital Guardian Emerging Markets Equity Master Fund,
	as Purchaser and Holder

By: Capital International, Inc.

By:	/s/ Mark E. Brubaker
	Name: Mark E. Brubaker
	Title: Senior Vice President

18

EXHIBIT A

[FORM OF EXERCISE NOTICE]

Repsol YPF S.A.

Paseo de la Castellana 278-280

28046 Madrid (Spain)

Att: Corporate Director Finance

The undersigned (the “Holder”) hereby irrevocably exercises ______________ Put Options (the “Exercised Put Options”).

The Holder hereby confirms that it will, prior to 11:00 a.m., New York City time, on the Settlement Date, cause to be delivered to the Seller the Full Physical Share Amount for each of the Exercised Put Options together with, if applicable, any dividends or distributions (or payments in respect thereof) as set forth in ‎Section 4.03.

[In connection with the distribution of [insert description of Distributed Property of the type described in clause (ii), clause (iii) or clause (iv) of ‎Section 4.03]] on [              , 2011], the Holder hereby elects to:

o    pay to the Seller, on the Settlement Date the net cash proceeds received by the Holder in connection with the sale by the Holder in an arms-length transaction to an unaffiliated third party of the Units of Reference Property underlying the number of Exercised Put Options.

o    deliver to the Seller, on the Settlement Date, the Units of Reference Property underlying the number of Exercised Put Options.]1

[In connection with the Reorganization Event that occurred on [              , 2011], the Holder hereby elects to:

o    pay to the Seller, on the Settlement Date the net cash proceeds received by the Holder in connection with the sale by the Holder in an arms-length transaction to an unaffiliated third party of an amount of Distributed Property distributed in respect of the number of ADSs underlying the Exercised Put Options.

___________________

1 Insert if Distributed Property other than Cash is distributed during the Recapture Period.

A-1

o    deliver to the Seller, on the Settlement Date, the amount of Distributed Property distributed in respect of the number of ADSs underlying the number of Exercised Put Options, as well as any dividends or distributions on such Distributed Property for which the relevant record date occurs in the Recapture Period (including, for the avoidance of doubt, interest payments on debt securities for which the relevant record date occurs in the Recapture Period and principal payments on debt securities for which the relevant maturity occurs in the Recapture Period).]2

[In connection with the distribution of [              ] by the Issuer on the Common Stock for which the Record Date occurred on [               , 2011] but for which the Holder has not [received such Distributed Property as of the date hereof][sold such Distributed Property as of the date hereof], the Holder hereby elects in accordance with ‎ ;Section 4.03 to defer delivery of such [distribution][ payment] until the third Trading Day immediately following [receipt by the Holder of such Distributed Property][the sale of such Distributed Property].]

The Holder hereby directs the Seller to pay the Exercise Price for each of the Exercised Put Options by federal wire transfer as follows:

SWIFT: [               ]

ABA: [                     ]

Acct No: [               ]

Acct Name: [               ]

Trade Ref::  [               ]

Dated: ______________________ Capital Guardian Emerging Markets Equity Master Fund

By:
	Authorized Signature
	Address:
	Telephone:

___________________

2 Insert if Reorganization Event occurs during the term of the Put Option.

A-2

EX-99.9 10 dp20483_ex9909.htm EXHIBIT 99.9

Exhibit 99.9

EXECUTION VERSION

PUT OPTION AGREEMENT

dated as of December 23, 2010

between

Repsol YPF, S.A.

as Seller

and

Capital Guardian Emerging Markets Equity DC Master Fund

as Purchaser

TABLE OF CONTENTS

Page

ARTICLE 1
Definitions
Section 1.01.	Certain Definitions	1
ARTICLE 2
Issuance, Execution and Transfer of Put Options
Section 2.01.	Purchase and Sale	4
Section 2.02.	Issuance of Put Options	5
Section 2.03.	Limitations on Transfer	5
ARTICLE 3
Exercise and Settlement of Put Options
Section 3.01.	Exercise of Put Options	5
Section 3.02.	Settlement of Put Options	5
Section 3.03.	Delivery of ADSs	6
Section 3.04.	No Fractional ADSs to Be Delivered	6
Section 3.05.	Calculations Determined by Seller	6
ARTICLE 4
Adjustments
Section 4.01.	Adjustments to Exercise Price	6
Section 4.02.	Adjustments to Number of Put Options	8
Section 4.03.	Pass-Through of Dividends and Distributions.	9
Section 4.04.	Restrictions on Adjustments	10
Section 4.05.	Recapitalizations, Reclassifications and Other Changes	10
Section 4.06.	Common Stock Outstanding.	12
Section 4.07.	Seller’s Determinations Final	12
Section 4.08.	Notice of Adjustments	12
ARTICLE 5
Other Provisions Relating to Rights of Holder
Section 5.01.	Amendments	12

i

ARTICLE 6
Representations, Warranties and Covenants of the Seller
Section 6.01.	Organization and Existence	13
Section 6.02.	Authorization	13
Section 6.03.	Governmental and Court Authorization	13
Section 6.04.	Non-contravention	13
ARTICLE 7
Representations and Warranties of The Purchaser
Section 7.01.	Private Placement	13
Section 7.02.	Organization and Existence	14
Section 7.03.	Authorization	14
Section 7.04.	Governmental and Court Authorization	14
Section 7.05.	Non-contravention	15
Section 7.06.	Title to the ADSs	15
ARTICLE 8
Other Matters
Section 8.01.	Payment of Certain Taxes	15
Section 8.02.	Notices	15
Section 8.03.	Governing Law	16
Section 8.04.	Jurisdiction	16
Section 8.05.	Captions	17
Section 8.08.	Counterparts; Effectiveness	17
Section 8.09.	Severability	17
EXHIBIT A	FORM OF EXERCISE NOTICE	A-1

ii

PUT OPTION AGREEMENT

This Put Option Agreement dated as of December 23, 2010 is between REPSOL YPF, S.A., a corporation organized under the laws of the Kingdom of Spain (the “Seller”), and Capital Guardian Emerging Markets Equity DC Master Fund (the “Purchaser”).

WITNESSETH THAT:

WHEREAS, pursuant to a Stock Purchase Agreement dated as of December 22, 2010, Seller has agreed to sell and Purchaser has agreed to purchase from Seller 169,500 ADSs (as defined below);

WHEREAS, in connection with such sale and purchase, Purchaser, and each Permitted Transferee, (collectively, the “Purchasers”) collectively desire to purchase from Seller and Seller desires to sell to Purchasers, in the aggregate, a Number of Put Options necessary to reduce the total number of ADSs purchased from Seller by Purchasers to no more than 15% of the Free Float of the ADSs, determined as of the Trading Day immediately preceding the Determination Date;

NOW THEREFORE in consideration of the mutual agreements herein contained, the Seller and the Purchaser agree as follows:

ARTICLE 1

Definitions

Section 1.01.  Certain Definitions.  As used in this Put Option Agreement, the following terms shall have their respective meanings set forth below:

“$” refers to such coin or currency of the United States as at any time of payment is legal tender for the payment of public and private debts.

“ADS” means American Depositary Shares of the Issuer evidenced by American Depositary Receipts and issued pursuant to the Deposit Agreement.

“Affiliate” means a Person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the Issuer.

“Applicable Law” means, with respect to any Person, any federal, state or local law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, order, injunction, judgment, decree, ruling or other similar requirement enacted, adopted, promulgated or applied by a Governmental Body that is binding upon or applicable to such Person, as amended unless expressly specified otherwise.

1

“Board of Directors” means the board of directors of the Seller or any committee of such board of directors duly authorized to exercise the power of such board of directors with respect to the matters provided for in this Put Option Agreement as to which the board of directors is authorized or required to act.

“Business Day” means a day, other than Saturday, Sunday or other day on which commercial banks in New York, New York or Madrid, Spain or Buenos Aires, Argentina are authorized or required by Applicable Law to close.

“Capital Stock” means any and all shares, interests, participations or other equivalents (however designated) of capital stock of the Issuer and all warrants or options to acquire such capital stock.

“Cash” means such coin or currency of the United States as at any time of payment is legal tender for the payment of public and private debts.

“Close of Business” means 5:00 p.m. New York City time.

“Common Stock” means Class D Common Stock, par value 10 Argentinian pesos per share, of the Issuer, subject to ‎Section 4.05.

“Deposit Agreement” means the Amended and Restated Deposit Agreement dated as of November 13, 2009 between the Issuer and Depositary (as the same may be amended, restated or replaced from time to time).

“Depositary” The Bank of New York Mellon, acting as depositary under the Deposit Agreement (and any successor or replacement thereto).

“Determination Date” means December 22, 2011.

“Distributed Property” has the meaning set forth in ‎Section 4.03.

“Exercise Date” has the meaning set forth in ‎Section 3.01.

“Exercise Notice” means, for any Put Option, the exercise notice substantially in the form set forth in Exhibit A hereto.

“Exercise Price” means initially $39.00 per Put Option, subject to adjustment pursuant to ‎Article 4.

“Expiration Date” means, for any Put Option, January 23, 2012, regardless of whether such date is a Trading Day.

“Free Float” means the aggregate number of shares of Common Stock (including shares of Common Stock underlying ADSs) held by non-Affiliates of

2

the Issuer and eligible for resale (in the case of shares of Common Stock, upon conversion into ADSs) without restriction on the New York Stock Exchange.

“Full Physical Share Amount” has the meaning set forth in ‎Section 3.02.

“Governmental Body” means any governmental body, agency or official of any country or political subdivision of any country, including any federal, national, supranational, state, provincial, local or other government, governmental, regulatory or administrative authority (including any self-regulatory organization), agency or commission or any court, tribunal, or judicial or arbitral body.

“Holder” means the Purchaser.

“Issuer” means YPF Sociedad AnÓnima.

“Number of Put Options” means 169,500; provided that the Number of Put Options shall be reduced, as of the Trading Day prior to the Determination Date, by 0.396% of the Free Float as of the Trading Day prior to the Determination Date, rounded up to the nearest whole number; provided further that if such reduction results in a negative number, the Number of Put Options will be deemed to be zero.  The Number of Put Options shall be subject to adjustment pursuant to ‎Section 4.02.

“Open of Business” means 9:00 a.m., New York City time.

“Permitted Transferee” means each of Capital Guardian Emerging Markets Equity Master Fund, Capital International Emerging Markets Fund, Capital Guardian Emerging Markets Equity Fund for Tax-Exempt Trusts, Emerging Markets Growth Fund, Inc., Capital Guardian Emerging Markets Restricted Equity Fund for Tax-Exempt Trusts, Capital International Emerging Markets Total Opportunities, Capital Guardian Emerging Markets Total Opportunities Master Fund and Capital Guardian Emerging Markets Total Opportunities Fund for Tax-Exempt Trusts.

“Person” means an individual, partnership, firm, corporation, business trust, joint stock company, trust, unincorporated association, joint venture, governmental authority or other entity of whatever nature.

“Put Option” means a Put Option of the Seller exercisable for one ADS of the Issuer, subject to adjustment as provided herein, and issued pursuant to this Put Option Agreement with the terms, conditions and rights set forth in this Put Option Agreement.

“Recapture Period” has the meaning set forth in ‎Section 4.03.

3

“Record Date” means, with respect to any dividend, distribution or other transaction or event in which the holders of ADSs have the right to receive any Cash, securities or other property or in which ADSs (or other applicable security) is exchanged for or converted into any combination of Cash, securities or other property, the date fixed for determination of holders of ADSs entitled to receive such Cash, securities or other property (whether such date is fixed by the Board of Directors or by statute, contract or otherwise).

“Reference Property” has the meaning set forth in ‎Section 4.05.

“Reorganization Event” has the meaning set forth in ‎Section 4.05.

“SEC” means Securities and Exchange Commission of the United States.

“Securities Act” means the Securities Act of 1933, as amended.

“Settlement Date” means, in respect of a Put Option that is exercised hereunder, the third Trading Day immediately following the Exercise Date.

“Stock Purchase Agreement” means the Stock Purchase Agreement dated as of December 22, 2010 between the Seller and the Purchaser.

“Trading Day” means (i) if the applicable security is listed on the New York Stock Exchange, a day on which trades may be made thereon or (ii) if the applicable security is listed or admitted for trading on the American Stock Exchange, the NASDAQ Global Select Market, the NASDAQ Global Market or other national securities exchange or market, a day on which the American Stock Exchange, the NASDAQ Global Select Market, the NASDAQ Global Market or such other national securities exchange or market is open for business or (iii) if the applicable security is not so listed, admitted for trading or quoted, any Business Day in New York City, New York.

“Unit of Reference Property” has the meaning set forth in ‎Section 4.05.

ARTICLE 2

Issuance, Execution and Transfer of Put Options

Section 2.01.  Purchase and Sale.  Upon the terms and subject to the conditions of this Put Option Agreement, the Seller agrees to sell to the Purchaser, and the Purchaser agrees to purchase from the Seller, the Number of Put Options in consideration for Purchaser’s agreement to purchase all of the ADSs to be purchased pursuant to the Stock Purchase Agreement.

4

Section 2.02. Issuance of Put Options.  The Number of Put Options issued hereunder shall be represented by this Put Option Agreement.  The issue date of the Put Options shall be the date of the Closing (as defined in the Stock Purchase Agreement). The Put Options issued to the Purchaser at the Closing shall be the only Put Options issued or outstanding under this Put Option Agreement. All Put Options issued under this Put Option Agreement shall in all respects be equally and ratably entitled to the benefits hereof, without preference, priority, or distinction.

Section 2.03.  Limitations on Transfer.Except as set forth in the immediately succeeding sentence, neither this Put Option Agreement, the Put Options evidenced hereby nor any interest or obligation in or under this Put Option Agreement may be directly or indirectly transferred, assigned or otherwise disposed of (whether by way of security or otherwise) by the Purchaser without the prior written consent of the Seller. The Purchaser shall be permitted to transfer or assign the Put Options evidenced hereby and its interests an d obligations under this Put Option Agreement to any Permitted Transferee.  In connection with any transfer or assignment pursuant to the immediately preceding sentence, the Purchaser shall give the Seller prompt written notice of such transfer or assignment, the number of Put Options that have been transferred or assigned and the identity of the relevant transferee or assignee.

ARTICLE 3

Exercise and Settlement of Put Options

Section 3.01.  Exercise of Put Options.During the period beginning at the Open of Business on the Determination Date and ending at the Close of Business on the Expiration Date, the Holder shall be entitled to exercise, in accordance with this ‎Article 3, the full Number of Put Options or any portion thereof (which shall not include any fractional Put Options) by delivering a duly completed and executed Exercise Notice to the Seller; provided that the Holder shall not be entitled to deliver more than one Exercise Notice to the Seller.  Any Put Options not exercised prior to the Close of Business on the Expiration Date shall expire unexercised. The date on which the Holder complies with the requirements for exercise set forth in this ‎Section 3.01 in respect of one or more Put Options is the “Exercise Date” for such Put Options.  However, if such date is not a Trading Day or the Holder satisfies such requirements after the Close of Business on a Trading Day, then the Exercise Date shall be the immediately succeeding Trading Day.  The Seller shall notify the Holder, not later than the Open of Business on the Determination Date of the Number of Put Options.

Section 3.02.  Settlement of Put Options.  For each Put Option exercised hereunder, (i) prior to 11:00 a.m., New York City time, on the Settlement Date, the Holder shall cause to be delivered to the Seller one ADS (the “Full Physical

5

Share Amount”) together with, if applicable, any dividends or distributions (or payments in respect thereof) as set forth in ‎Section 4.03, and (ii) on the Settlement Date, following rece ipt by the Holder of such amounts as set forth in clause ‎(i) above, the Seller shall pay the Exercise Price (determined as of such Exercise Date), by federal wire or other immediately available funds payable to the order of the Holder and notified to the Seller in accordance with ‎Section 8.02.

Section 3.03.  Delivery of ADSs.  (a) In connection with the exercise of any Put Options pursuant to ‎Section 3.02, the Holder shall deliver to the Seller a number of ADSs equal to the Number of Put Options that the Holder so exercises.

(b)The Seller shall for all purposes be deemed to have become the holder of record of any ADSs delivered upon exercise of the Put Options represented by this Put Option Agreement as of the Close of Business on the later of the Exercise Date and the date of payment by the Seller of the Exercise Price in accordance with ‎Section 3.02.  However, if any such date is a date when the ADS transfer books of the Depositary are closed, the Seller shall be deemed to have become the holder of such ADSs at the Close of Business on the next succeeding date on which the ADS transfer books of the Depositary are open.

Section 3.04.  No Fractional ADSs to Be Delivered.(a) Notwithstanding anything to the contrary in this Put Option Agreement, the Holder shall not be required to deliver any fraction of an ADS upon exercise of any Put Options.

(b)The Seller hereby expressly waives its right to receive any fraction of an ADS or a receipt representing a fraction of an ADS.

Section 3.05.  Calculations Determined by Seller.The Seller shall be responsible for performing all calculations required in connection with the exercise and settlement of the Put Options and the delivery of ADSs as described in this ‎Article 3.  In connection therewith, the Seller shall provide prompt written notice to the Holder of the number of ADSs deliverable upon exercise and settlement of the Put Options.

ARTICLE 4

Adjustments

Section 4.01.  Adjustments to Exercise Price.  The Exercise Price for the Put Options shall be subject to adjustment (without duplication) upon the occurrence of any of the following events:

(a)(i) The issuance of Common Stock as a dividend or distribution to all holders of Common Stock, or a subdivision or combination of Common Stock,

6

in which event the Exercise Price shall be adjusted based on the following formula:

where:

EP0 = the Exercise Price in effect immediately prior to the Close of Business on the Record Date for such dividend or distribution, or immediately prior to the Open of Business on the effective date for such subdivision or combination, as the case may be;

EP1 = the Exercise Price in effect immediately after the Close of Business on the Record Date for such dividend or distribution, or immediately after the Open of Business on the effective date for such subdivision or combination, as the case may be;

OS0 = the number of shares of Common Stock outstanding immediately prior to the Close of Business on the Record Date for such dividend or distribution, or immediately prior to the Open of Business on the effective date for such subdivision or combination, as the case may be;

OS1 = the number of shares of Common Stock that would be outstanding immediately after, and solely as a result of, such dividend, distribution, subdivision or combination;

ADS0 = the number of shares of Common Stock represented by an ADS immediately prior to the Close of Business on the Record Date for such dividend or distribution, or immediately prior to the Open of Business on the effective date for such subdivision or combination, as the case may be; and

ADS1 = the number of shares of Common Stock represented by an ADS immediately after giving effect to such dividend, distribution, subdivision or combination, as the case may be.

Such adjustment shall become effective immediately after the Close of Business on the Record Date for such dividend or distribution, or immediately after the Open of Business on the effective date for such subdivision or

7

combination, as the case may be. If any dividend or distribution of the type described in this ‎Section 4.01(a) is declared but not so paid or made, the Exercise Price shall again be adjusted to the Exercise Price that would then be in effect if such dividend or distribution had not been declared or announced, as the case may be.

(ii)In the event of (A) any subdivision or split of the outstanding ADSs, (B) any distribution of additional ADSs to holders of ADSs, or (C) any combination of the outstanding ADSs into a smaller number of ADSs, the Seller shall adjust the Exercise Price (and shall make a corresponding adjustment to the Number of Put Options pursuant to ‎Section 4.02) in effect immediately before the event triggering the adjustment so that the Seller will be entitled to receive, upon the Holder’s exercise of the Put Options issued hereunder, the number of ADSs that the Seller would have been entitled to receive upon the Holder’s exercise immediately following this event had the Put Options issued hereunder been exercised for the underlying ADS immediately before this event or any record date with respect to it.

(b)If the Common Stock ceases to be represented by American Depositary Receipts issued under a depositary receipt program sponsored by the Issuer, or the ADSs cease to be listed on the New York Stock Exchange (and are not at that time listed on another United States national securities exchange), all references in this Put Option Agreement to the ADSs relative to the terms of the Put Options shall be deemed to have been replaced by a reference to the number of shares of Common Stock represented by an ADS on the date the Common Stock ceases to be represented by American Depositary Receipts issued under a depositary receipt program sponsored b y the Issuer or on the last day on which the ADSs were traded on the New York Stock Exchange (or another United States national securities exchange), as the case may be, as adjusted, pursuant to the adjustment provisions of this Put Option Agreement, for any other property the ADSs represented as if the other property had been distributed to holders of the ADSs on that day.

Section 4.02.  Adjustments to Number of Put Options.  Concurrently with any adjustment to the Exercise Price under ‎Section 4.01, the Number of Put Options shall be adjusted such that the Number of Put Options in effect immediately following the effectiveness of such adjustment will be equal to the Number of Put Options in effect immediately prior to such adjustment, multiplied by a fraction, (i) the numerator of which is the Exercise Price in effect immediately prior to such adjustment and (ii) the denominator of which is the Exercise Price in effect immediately following such adjustment, rounded up to the nearest whole number.

8

Section 4.03. Pass-Through of Dividends and Distributions. If an issuance, dividend or other distribution is made to all holders of ADSs of any (i) Cash dividends or distributions, (ii) distributions of any rights or warrants to purchase Common Stock or other securities or assets of the Issuer, (iii) distributions of shares of the Issuer’s Capital Stock (other than Common Stock) or (iv) evidences of the Issuer’s indebtedness (clauses (i) through (iv), collectively, the “Distributed Property”), in each case, for which the Record Date for such issuance, dividend or distribution occurs during the period (the “Recapture Period”) from, and including, the date hereof and to, but excluding, the date on which the Seller becomes the holder of record of any ADSs delivered upon exercise of the Put Options represented by this Put Option Agreement pursuant to  ‎Section 3.03(b), then upon exercise of any Put Options hereunder, the Holder shall, in the case of any Distributed Property described in clause (i) above, pay to the Seller, on the Settlement Date the amount of Cash paid in respect of the numbe r of ADSs underlying the number of Put Options exercised by the Holder, and in the case of any Distributed Property described in clause (ii), clause (iii) or clause (iv) above, at Holder’s election, which shall be set forth in the relevant Exercise Notice, either:

(a)pay to the Seller, on the Settlement Date the net cash proceeds received by the Holder in connection with the sale by the Holder in an arms-length transaction to an unaffiliated third party of an amount of Distributed Property distributed in respect of the number of ADSs underlying the number of Put Options exercised; or

(b)deliver to the Seller, on the Settlement Date, the amount of Distributed Property distributed in respect of the number of ADSs underlying the number of Put Options so exercised by the Holder, as well as any dividends or distributions on such Distributed Property for which the relevant record date occurs in the Recapture Period (including, for the avoidance of doubt, interest payments on debt securities for which the relevant record date occurs in the Recapture Period and principal payments on debt securities for which the relevant maturity occurs in the Recapture Period).

Upon the issuance, dividend or distribution of any Distributed Property described in clause (ii), clause (iii) or clause (iv) above, for which the Record Date occurs during the Recapture Period and for which the Holder has elected to sell such Distributed Property and deliver the net cash proceeds to Seller in accordance with clause ‎(a) above, the Holder agrees (x) to use commercially reasonable efforts to sell promptly such Distributed Property in an arms-length transaction to one or more unaffiliated third parties (which shall include the Seller) and (y) prior to consummating any sale of such Distributed Property to any unaffiliated third party other than the Seller, to grant the Seller a right of first refusal, exercisable for five Trading Days, in respect of any proposed sale of such Distributed Property to any unaffiliated third party other than the Seller (other

9

than any sale of such Distributed Property on an exchange or recognized market at the then-current market price for such Distributed Property or such exchange or recognized market), at a price equal to the proposed sale price.  Upon the consummation of the sale of such Distributed Property to any unaffiliated third party other than the Seller, Holder shall promptly notify the Seller of such sale and the corresponding net cash proceeds therefrom.

Notwithstanding the foregoing, in connection with the issuance, dividend or distribution of any Distributed Property for which the Record Date occurs during the Recapture Period, if the Holder has not received any such Distributed Property as of the Settlement Date or if the Holder has elected to sell such Distributed Property in accordance with clause ‎(a) above and h as not sold such Distributed Property as of the Settlement Date, then the Holder may elect in respect of any Put Options exercised hereunder to defer payment or delivery, as the case may be, of such issuance, dividend or distribution or, if the Holder has elected to sell such Distributed Property, the net cash proceeds received by the Holder in connection with the sale of such Distributed Property in accordance with clause ‎(a) above, in each case, until the third Trading Day immediately following receipt by the Holder of such Distributed Property or, if the Holder has elected to sell such Distributed Property in a ccordance with clause ‎(a) above, the third Trading Day immediately following the sale of such Distributed Property.

Section 4.04.  Restrictions on Adjustments.  (a) Except in accordance with ‎Section 4.01 and ‎Section 4.02, the Exercise Price and the Number of Put Options will not be adjusted for the issuance of Common Stock or ADSs, for any dividend or distribution in respect of the Common Stock or ADSs or any other transaction or event relating to or affecting the Common Stock or ADSs.

(b)No adjustment shall be made to the Exercise Price, nor will any corresponding adjustment be made to the Number of Put Options, unless the adjustment would result in a change of at least 1% of the Exercise Price.

Section 4.05.  Recapitalizations, Reclassifications and Other Changes.(a)If any of the following events occur:

(i)any recapitalization;

(ii)any reclassification or change of the outstanding shares of Common Stock (other than changes resulting from a subdivision or combination to which ‎Section 4.01(a) applies);

(iii)any consolidation, merger or combination involving the Issuer;

10

(iv)any sale or conveyance to a third party of all or substantially all of the Issuer’s assets; or

(v)any statutory share exchange,

(each such event a “Reorganization Event”), in each case as a result of which the Common Stock would be converted into, or exchanged for, stock, other securities, other property or assets (including cash or any combination thereof) (the “Reference Property”), then, following the effective time of the transaction, the Holder’s obligation to deliver ADSs upon exercise of a Put Option shall be changed to an obligation to pay or deliver, at Holder’s election, which shall be set forth in the relevant Exercise Notice, either:

(i)the net cash proceeds received by the Holder in connection with the sale by the Holder in an arms-length transaction to an unaffiliated third party of the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that the Holder received in connection with such Reorganization Event in respect of one ADS (such kind and amount of Reference Property per ADS, a “Unit of Reference Property”); or

(ii)a Unit of Reference Property.

In the event holders of the ADSs have the opportunity to elect the form of consideration to be received in a Reorganization Event, the type and amount of consideration to be delivered upon exercise of a Put Option hereunder, or sold by the Holder in an arms length transaction as described in clause ‎(i) above, from and after the effective time of such Reorganization Event shall be deemed to be the t ypes and amounts of consideration actually received by the Holder in such Reorganization Event in respect of the Holder’s ADSs.

(b)Upon the issuance, dividend or distribution of any non-Cash Reference Property for which the Holder has elected to sell such Reference Property and deliver the net cash proceeds to Seller in accordance with clause (a)(i) above, the Holder agrees (x) to use commercially reasonable efforts to sell promptly such Reference Property in an arms-length transaction to one or more unaffiliated third parties (which shall include the Seller) and (y) prior to consummating any sale of such Reference Property to any unaffiliated third party other than the Seller, to gra nt the Seller a right of first refusal, exercisable for five Trading Days, in respect of any proposed sale of such Distributed Property to any unaffiliated third party other than the Seller (other than any sale of such Reference Property on an exchange or recognized market at the then-current market price for such Reference Property on such exchange or recognized market), at a price equal to the proposed sale price.  Upon the consummation of the sale of such Reference Property to any unaffiliated third party other than the Seller, Holder shall

11

promptly notify the Seller of such sale and the corresponding net cash proceeds therefrom.

(c)At any time from, and including, the effective time of a Reorganization Event, the Full Physical Share Amount per Put Option shall be equal to a single Unit of Reference Property (or, if the Holder elects to sell the Reference Property pursuant to clause (a)‎(i) above, the net cash proceeds received per Unit of Reference Property in such sale).

(d)The above provisions of this ‎Section 4.05 shall similarly apply to successive Reorganization Events.

(e)If this ‎Section 4.05 applies to any event or occurrence, no other provision of this ‎Article 4 shall apply to such event or occurrence.

Section 4.06.  Common Stock Outstanding. For the purposes of this ‎Article 4, the number of shares of Common Stock at any time outstanding shall not include shares held, directly or indirectly, by the Issuer, but shall include shares issuable in respect of scrip certificates issued in lieu of fractions of shares of Common Stock.

Section 4.07.  Seller’s Determinations Final.  The Seller shall be responsible for making all calculations called for under this Put Option Agreement. These calculations include, but are not limited to, the Exercise Date, the Exercise Price, the Number of Put Options and the number of ADSs or Units of Reference Property, if any, to be delivered upon exercise of the Number of Put Options.

Section 4.08.  Notice of Adjustments.  Whenever the Exercise Price or the Number of Put Options is adjusted pursuant to this ‎Article 4, the Seller shall promptly mail to the Holder a notice of the adjustment.

ARTICLE 5

Other Provisions Relating to Rights of Holder

Section 5.01.  Amendments.  No amendment, modification or waiver in respect of this Put Option Agreement will be effective unless in writing (including a writing evidenced by a facsimile transmission) and executed by each of the parties or confirmed by an exchange of telexes or electronic messages on an electronic messaging system.

12

ARTICLE 6

Representations, Warranties and Covenants of the Seller

The Seller hereby represents and warrants to the Purchaser that:

Section 6.01.  Organization and Existence.  The Seller is a corporation (sociedad anónima) duly organized and validly existing under the laws of the Kingdom of Spain.

Section 6.02.  Authorization.  The execution, delivery and performance by the Seller of this Put Option Agreement and the consummation by the Seller of the transactions contemplated hereby are within the powers of the Seller and have been duly authorized by all necessary action on the part of the Seller.  This Put Option Agreement constitutes the valid and binding agreement of the Seller, enforceable against the Seller in accordance with its terms.

Section 6.03.  Governmental and Court Authorization.  The execution, delivery and performance by the Seller of this Put Option Agreement and the consummation by the Seller of the transactions contemplated hereby require no action by, or in respect of, or consent, approval or authorization of, or filing, registration or qualification with, any Governmental Body.

Section 6.04.  Non-contravention.  The execution, delivery and performance by the Seller of this Put Option Agreement do not and shall not (i) contravene or conflict with the articles of incorporation, bylaws or other organizational document binding on the Seller, (ii) contravene or conflict with or constitute a violation of any Applicable Law binding upon or applicable to the Seller or (iii) require any consent, approval or other action by any Person or constitute a default under or give rise to any right of termination, cancellation or acceleration of any right or obligation of the Seller or to a loss of any benefit to which the Seller is entitled under any agreement, contract, indenture, lease or other instrument binding upon the Seller or any license, franchise, permit or other similar authorization held by the Seller.

ARTICLE 7

Representations and Warranties of The Purchaser

Section 7.01.  Private Placement.  The Purchaser hereby represents and warrants to and agrees with the Seller that:

(a)The offer and sale of the Put Options has not been registered under the Securities Act;

13

(b)It is a “qualified institutional buyer” as defined in Rule 144A (a “QIB”) under the Securities Act;

(c)It is acquiring the Put Options for its own account or for one or more accounts (each of which is a QIB and as to each of which it exercises sole investment discretion and for each of which it has full power to make the acknowledgments, representations and agreements herein) and not with a view to, or for sale in connection with, any public resale or distribution thereof;

(d)It understands that no offering circular or prospectus will be provided or prepared in connection with the offer and sale of the Put Options;

(e)It has conducted its own investigation of the Put Options and the Seller and the Seller has not made any representation to it, express or implied, with respect to the Put Options or the Seller.  It has received and reviewed all financial and other information that it believes is necessary or appropriate in connection with its decision to purchase the Put Options;

(f)It represents that it has such knowledge and experience in financial and business matters (including investments in unregistered equity securities of non-U.S. issuers) as to enable it to evaluate the merits and risk of its investment in the Put Options and that it and any accounts for which it is acting is able to bear the economic risk of investing in and holding such Put Options; and

(g)It understands that the Put Options are being offered in a transaction not involving any public offering in the United States within the meaning of the Securities Act.

Section 7.02.  Organization and Existence.  The Purchaser hereby represents and warrants that it is a Collective Investment Trust duly organized, validly existing and in good standing under the laws of California.

Section 7.03. Authorization.  The Purchaser hereby represents and warrants that the execution, delivery and performance by the Purchaser of this Put Option Agreement and the consummation by the Purchaser of the transactions contemplated hereby are within its powers and have been duly authorized by all necessary action on its part.  This Put Option Agreement constitutes a valid and binding agreement enforceable against the Purchaser in accordance with its terms.

Section 7.04. Governmental and Court Authorization.  The Purchaser hereby represents and warrants that the execution, delivery and performance by the Purchaser of this Put Option Agreement and the consummation by the Purchaser of the transactions contemplated hereby require no action by, or in respect of, or consent, approval or authorization of, or filing, registration or qualification with, any Governmental Body.

14

Section 7.05.  Non-contravention.  The Purchaser hereby represents and warrants that the execution, delivery and performance by the Purchaser of this Put Option Agreement do not and shall not (i) contravene or conflict with the articles of incorporation, bylaws or other organizational document binding on the Purchaser, (ii) contravene or conflict with or constitute a violation of any Applicable Law binding upon or applicable to the Purchaser or (iii) require any consent, approval or other action by any Person or constitute a default under or give rise to any right of termination, cancellation or acceleration of any right or obligation of the Purchaser or to a loss of any benefit to which the Purchaser is entitled under any agreement, contract, indenture, lease or other instrument binding upon the Purchaser or any license, franchise, permit or other similar authorization held by the Purchaser.

Section 7.06.  Title to the ADSs.  The Holder has valid title to the ADSs to be delivered upon exercise of the Number of Put Options under this Put Option Agreement, free and clear of all security interests, claims, liens, equities or other encumbrances.

ARTICLE 8

Other Matters

Section 8.01.  Payment of Certain Taxes.  (a) The Seller shall pay any and all documentary, stamp or similar issue or transfer taxes that may be payable upon the initial issuance of the Put Options hereunder.

(b)The Holder shall pay any and all documentary, stamp or similar issue or transfer taxes that may be payable upon the delivery of ADSs upon the exercise of Put Options hereunder and the transfer of American Depositary Receipts in respect thereof in the name of, or in such name as may be directed by, the Seller.

Section 8.02.  Notices.  All notices, requests and other communications to any party hereunder shall be in writing (including facsimile transmission) and shall be given:

if to the Seller, to:

Repsol YPF S.A.

Paseo de la Castellana 278-280

28046 Madrid (Spain)

Att: Corporate Director Finance

Facsimile No.: + 34 90 255 51 34

15

with copies (which shall not constitute notice) to:

Repsol YPF S.A.

Paseo de la Castellana 278-280

28046 Madrid (Spain)

Att: Corporate Director Legal Services

Facsimile No.: + 34 91 348 40 86

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, NY 10017

Att:  Nicholas A. Kronfeld

Facsimile No.: + 1 (212) 450-5950

if to the Purchaser or Holder, to:

Capital International, Inc.

333 South Hope Street

Los Angeles, CA 90071

Attn:  Legal

Facsimile No.: + 1-213-486-9034

or such other address or facsimile number as such party may hereafter specify for the purpose by notice to the other party hereto.  All such notices, requests and other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to 5:00 p.m. in the place of receipt and such day is a Business Day in the place of receipt.  Otherwise, any such notice, request or communication shall be deemed not to have been received until the next succeeding Business Day in the place of receipt.

Section 8.03.  Governing Law.  This Put Option Agreement shall be construed in accordance with and governed by the internal law of the State of New York, without regard to the conflicts of law rules of such state.

Section 8.04.  Jurisdiction.  Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Put Option Agreement or the transactions contemplated hereby may be brought against any of the parties in any United States District Court for the Southern District of New York or any New York State court sitting in New York City, so long as one of such courts shall have subject matter jurisdiction over such suit, action or proceeding, and that any cause of action arising out of this Put Option Agreement shall be deemed to have arisen from a transaction of busi ness in the State of New York, and each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted

16

by law, any objection it may now have or hereafter have to venue laid therein or that any such suit, action or proceeding which is brought in such court has been brought in an inconvenient forum.  Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court.  Without limiting the foregoing, each party agrees that service of process on such party as provided in ‎Section 8.02 shall be deemed effective service of process on such party.

Section 8.05.  WAIVER OF JURY TRIAL.  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS PUT OPTION AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 8.06.  Entire Agreement; Third-Party Beneficiaries.  This Put Option Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings and negotiations, both written and oral, between the parties with respect to the subject matter of this Put Option Agreement.  No representation, inducement, promise, understanding, condition or warranty of either party hereto not set forth herein has been made or relied upon by any party hereto.  Neither this Put Option Agreement nor any provision hereof is intended to co nfer upon any Person other than the parties hereto any rights or remedies hereunder.

Section 8.07.  Captions.  The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof.

Section 8.08.  Counterparts; Effectiveness.  This Put Option Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.  This Agreement shall become effective when each party hereto shall have received a counterpart hereof signed by the other party hereto.

Section 8.09.  Severability.  If any term, provision, covenant or restriction of this Put Option Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Put Option Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.  Upon such a determination, the parties shall negotiate in good faith to modify this Put Option Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner so that the tr ansactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

17

IN WITNESS WHEREOF, this Put Option Agreement has been duly executed by the parties hereto as of the day and year first above written.

Repsol YPF, S.A.
By:	/s/ Fernando Ramírez Mazarredo
	Name: Fernando Ramírez Mazarredo
	Title: Chief Financial Officer

Capital Guardian Emerging Markets Equity DC Master Fund,
	as Purchaser and Holder

By: Capital International, Inc.

By:	/s/ Mark E. Brubaker
	Name: Mark E. Brubaker
	Title: Senior Vice President

18

EXHIBIT A

[FORM OF EXERCISE NOTICE]

Repsol YPF S.A.

Paseo de la Castellana 278-280

28046 Madrid (Spain)

Att: Corporate Director Finance

The undersigned (the “Holder”) hereby irrevocably exercises ______________ Put Options (the “Exercised Put Options”).

The Holder hereby confirms that it will, prior to 11:00 a.m., New York City time, on the Settlement Date, cause to be delivered to the Seller the Full Physical Share Amount for each of the Exercised Put Options together with, if applicable, any dividends or distributions (or payments in respect thereof) as set forth in ‎Section 4.03.

[In connection with the distribution of [insert description of Distributed Property of the type described in clause (ii), clause (iii) or clause (iv) of ‎Section 4.03]] on [              , 2011], the Holder hereby elects to:

o    pay to the Seller, on the Settlement Date the net cash proceeds received by the Holder in connection with the sale by the Holder in an arms-length transaction to an unaffiliated third party of the Units of Reference Property underlying the number of Exercised Put Options.

o    deliver to the Seller, on the Settlement Date, the Units of Reference Property underlying the number of Exercised Put Options.]1

[In connection with the Reorganization Event that occurred on [              , 2011], the Holder hereby elects to:

o    pay to the Seller, on the Settlement Date the net cash proceeds received by the Holder in connection with the sale by the Holder in an arms-length transaction to an unaffiliated third party of an amount of Distributed Property distributed in respect of the number of ADSs underlying the Exercised Put Options.

___________________

1 Insert if Distributed Property other than Cash is distributed during the Recapture Period.

A-1

o    deliver to the Seller, on the Settlement Date, the amount of Distributed Property distributed in respect of the number of ADSs underlying the number of Exercised Put Options, as well as any dividends or distributions on such Distributed Property for which the relevant record date occurs in the Recapture Period (including, for the avoidance of doubt, interest payments on debt securities for which the relevant record date occurs in the Recapture Period and principal payments on debt securities for which the relevant maturity occurs in the Recapture Period).]2

[In connection with the distribution of [              ] by the Issuer on the Common Stock for which the Record Date occurred on [               , 2011] but for which the Holder has not [received such Distributed Property as of the date hereof][sold such Distributed Property as of the date hereof], the Holder hereby elects in accordance with ‎ ;Section 4.03 to defer delivery of such [distribution][ payment] until the third Trading Day immediately following [receipt by the Holder of such Distributed Property][the sale of such Distributed Property].]

The Holder hereby directs the Seller to pay the Exercise Price for each of the Exercised Put Options by federal wire transfer as follows:

SWIFT: [               ]

ABA: [                     ]

Acct No: [               ]

Acct Name: [               ]

Trade Ref::  [               ]

Dated: ______________________ Capital Guardian Emerging Markets Equity DC Master Fund

By:
	Authorized Signature
	Address:
	Telephone:

___________________

2 Insert if Reorganization Event occurs during the term of the Put Option.

A-2

EX-99.10 11 dp20483_ex9910.htm EXHIBIT 99.10

Exhibit 99.10

EXECUTION VERSION

PUT OPTION AGREEMENT

dated as of December 23, 2010

between

Repsol YPF, S.A.

as Seller

and

Capital International Emerging Markets Fund

as Purchaser

TABLE OF CONTENTS

Page

ARTICLE 1
Definitions
Section 1.01.	Certain Definitions	1
ARTICLE 2
Issuance, Execution and Transfer of Put Options
Section 2.01.	Purchase and Sale	4
Section 2.02.	Issuance of Put Options	5
Section 2.03.	Limitations on Transfer	5
ARTICLE 3
Exercise and Settlement of Put Options
Section 3.01.	Exercise of Put Options	5
Section 3.02.	Settlement of Put Options	5
Section 3.03.	Delivery of ADSs	6
Section 3.04.	No Fractional ADSs to Be Delivered	6
Section 3.05.	Calculations Determined by Seller	6
ARTICLE 4
Adjustments
Section 4.01.	Adjustments to Exercise Price	6
Section 4.02.	Adjustments to Number of Put Options	8
Section 4.03.	Pass-Through of Dividends and Distributions.	9
Section 4.04.	Restrictions on Adjustments	10
Section 4.05.	Recapitalizations, Reclassifications and Other Changes	10
Section 4.06.	Common Stock Outstanding.	12
Section 4.07.	Seller’s Determinations Final	12
Section 4.08.	Notice of Adjustments	12
ARTICLE 5
Other Provisions Relating to Rights of Holder
Section 5.01.	Amendments	12

i

ARTICLE 6
Representations, Warranties and Covenants of the Seller
Section 6.01.	Organization and Existence	13
Section 6.02.	Authorization	13
Section 6.03.	Governmental and Court Authorization	13
Section 6.04.	Non-contravention	13
ARTICLE 7
Representations and Warranties of The Purchaser
Section 7.01.	Private Placement	13
Section 7.02.	Organization and Existence	14
Section 7.03.	Authorization	14
Section 7.04.	Governmental and Court Authorization	14
Section 7.05.	Non-contravention	15
Section 7.06.	Title to the ADSs	15
ARTICLE 8
Other Matters
Section 8.01.	Payment of Certain Taxes	15
Section 8.02.	Notices	15
Section 8.03.	Governing Law	16
Section 8.04.	Jurisdiction	16
Section 8.05.	Captions	17
Section 8.08.	Counterparts; Effectiveness	17
Section 8.09.	Severability	17
EXHIBIT A	FORM OF EXERCISE NOTICE	A-1

ii

PUT OPTION AGREEMENT

This Put Option Agreement dated as of December 23, 2010 is between REPSOL YPF, S.A., a corporation organized under the laws of the Kingdom of Spain (the “Seller”), and Capital International Emerging Markets Fund (the “Purchaser”).

WITNESSETH THAT:

WHEREAS, pursuant to a Stock Purchase Agreement dated as of December 22, 2010, Seller has agreed to sell and Purchaser has agreed to purchase from Seller 1,990,000 ADSs (as defined below);

WHEREAS, in connection with such sale and purchase, Purchaser, and each Permitted Transferee, (collectively, the “Purchasers”) collectively desire to purchase from Seller and Seller desires to sell to Purchasers, in the aggregate, a Number of Put Options necessary to reduce the total number of ADSs purchased from Seller by Purchasers to no more than 15% of the Free Float of the ADSs, determined as of the Trading Day immediately preceding the Determination Date;

NOW THEREFORE in consideration of the mutual agreements herein contained, the Seller and the Purchaser agree as follows:

ARTICLE 1

Definitions

Section 1.01.  Certain Definitions.  As used in this Put Option Agreement, the following terms shall have their respective meanings set forth below:

“$” refers to such coin or currency of the United States as at any time of payment is legal tender for the payment of public and private debts.

“ADS” means American Depositary Shares of the Issuer evidenced by American Depositary Receipts and issued pursuant to the Deposit Agreement.

“Affiliate” means a Person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the Issuer.

“Applicable Law” means, with respect to any Person, any federal, state or local law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, order, injunction, judgment, decree, ruling or other similar requirement enacted, adopted, promulgated or applied by a Governmental Body that is binding upon or applicable to such Person, as amended unless expressly specified otherwise.

1

“Board of Directors” means the board of directors of the Seller or any committee of such board of directors duly authorized to exercise the power of such board of directors with respect to the matters provided for in this Put Option Agreement as to which the board of directors is authorized or required to act.

“Business Day” means a day, other than Saturday, Sunday or other day on which commercial banks in New York, New York or Madrid, Spain or Buenos Aires, Argentina are authorized or required by Applicable Law to close.

“Capital Stock” means any and all shares, interests, participations or other equivalents (however designated) of capital stock of the Issuer and all warrants or options to acquire such capital stock.

“Cash” means such coin or currency of the United States as at any time of payment is legal tender for the payment of public and private debts.

“Close of Business” means 5:00 p.m. New York City time.

“Common Stock” means Class D Common Stock, par value 10 Argentinian pesos per share, of the Issuer, subject to ‎Section 4.05.

“Deposit Agreement” means the Amended and Restated Deposit Agreement dated as of November 13, 2009 between the Issuer and Depositary (as the same may be amended, restated or replaced from time to time).

“Depositary” The Bank of New York Mellon, acting as depositary under the Deposit Agreement (and any successor or replacement thereto).

“Determination Date” means December 22, 2011.

“Distributed Property” has the meaning set forth in ‎Section 4.03.

“Exercise Date” has the meaning set forth in ‎Section 3.01.

“Exercise Notice” means, for any Put Option, the exercise notice substantially in the form set forth in Exhibit A hereto.

“Exercise Price” means initially $39.00 per Put Option, subject to adjustment pursuant to ‎Article 4.

“Expiration Date” means, for any Put Option, January 23, 2012, regardless of whether such date is a Trading Day.

“Free Float” means the aggregate number of shares of Common Stock (including shares of Common Stock underlying ADSs) held by non-Affiliates of

2

the Issuer and eligible for resale (in the case of shares of Common Stock, upon conversion into ADSs) without restriction on the New York Stock Exchange.

“Full Physical Share Amount” has the meaning set forth in ‎Section 3.02.

“Governmental Body” means any governmental body, agency or official of any country or political subdivision of any country, including any federal, national, supranational, state, provincial, local or other government, governmental, regulatory or administrative authority (including any self-regulatory organization), agency or commission or any court, tribunal, or judicial or arbitral body.

“Holder” means the Purchaser.

“Issuer” means YPF Sociedad AnÓnima.

“Number of Put Options” means 1,990,000; provided that the Number of Put Options shall be reduced, as of the Trading Day prior to the Determination Date, by 4.656% of the Free Float as of the Trading Day prior to the Determination Date, rounded up to the nearest whole number; provided further that if such reduction results in a negative number, the Number of Put Options will be deemed to be zero.  T he Number of Put Options shall be subject to adjustment pursuant to ‎Section 4.02.

“Open of Business” means 9:00 a.m., New York City time.

“Permitted Transferee” means each of Capital Guardian Emerging Markets Equity DC Master Fund, Capital Guardian Emerging Markets Equity Master Fund, Capital Guardian Emerging Markets Equity Fund for Tax-Exempt Trusts, Emerging Markets Growth Fund, Inc., Capital Guardian Emerging Markets Restricted Equity Fund for Tax-Exempt Trusts, Capital International Emerging Markets Total Opportunities, Capital Guardian Emerging Markets Total Opportunities Master Fund and Capital Guardian Emerging Markets Total Opportunities Fund for Tax-Exempt Trusts.

“Person” means an individual, partnership, firm, corporation, business trust, joint stock company, trust, unincorporated association, joint venture, governmental authority or other entity of whatever nature.

“Put Option” means a Put Option of the Seller exercisable for one ADS of the Issuer, subject to adjustment as provided herein, and issued pursuant to this Put Option Agreement with the terms, conditions and rights set forth in this Put Option Agreement.

“Recapture Period” has the meaning set forth in ‎Section 4.03.

3

“Record Date” means, with respect to any dividend, distribution or other transaction or event in which the holders of ADSs have the right to receive any Cash, securities or other property or in which ADSs (or other applicable security) is exchanged for or converted into any combination of Cash, securities or other property, the date fixed for determination of holders of ADSs entitled to receive such Cash, securities or other property (whether such date is fixed by the Board of Directors or by statute, contract or otherwise).

“Reference Property” has the meaning set forth in ‎Section 4.05.

“Reorganization Event” has the meaning set forth in ‎Section 4.05.

“SEC” means Securities and Exchange Commission of the United States.

“Securities Act” means the Securities Act of 1933, as amended.

“Settlement Date” means, in respect of a Put Option that is exercised hereunder, the third Trading Day immediately following the Exercise Date.

“Stock Purchase Agreement” means the Stock Purchase Agreement dated as of December 22, 2010 between the Seller and the Purchaser.

“Trading Day” means (i) if the applicable security is listed on the New York Stock Exchange, a day on which trades may be made thereon or (ii) if the applicable security is listed or admitted for trading on the American Stock Exchange, the NASDAQ Global Select Market, the NASDAQ Global Market or other national securities exchange or market, a day on which the American Stock Exchange, the NASDAQ Global Select Market, the NASDAQ Global Market or such other national securities exchange or market is open for business or (iii) if the applicable security is not so listed, admitted for trading or quoted, any Business Day in New York City, New York.

“Unit of Reference Property” has the meaning set forth in ‎Section 4.05.

ARTICLE 2

Issuance, Execution and Transfer of Put Options

Section 2.01.  Purchase and Sale.  Upon the terms and subject to the conditions of this Put Option Agreement, the Seller agrees to sell to the Purchaser, and the Purchaser agrees to purchase from the Seller, the Number of Put Options in consideration for Purchaser’s agreement to purchase all of the ADSs to be purchased pursuant to the Stock Purchase Agreement.

4

Section 2.02. Issuance of Put Options.  The Number of Put Options issued hereunder shall be represented by this Put Option Agreement.  The issue date of the Put Options shall be the date of the Closing (as defined in the Stock Purchase Agreement). The Put Options issued to the Purchaser at the Closing shall be the only Put Options issued or outstanding under this Put Option Agreement. All Put Options issued under this Put Option Agreement shall in all respects be equally and ratably entitled to the benefits hereof, without preference, priority, or distinction.

Section 2.03.  Limitations on Transfer.Except as set forth in the immediately succeeding sentence, neither this Put Option Agreement, the Put Options evidenced hereby nor any interest or obligation in or under this Put Option Agreement may be directly or indirectly transferred, assigned or otherwise disposed of (whether by way of security or otherwise) by the Purchaser without the prior written consent of the Seller. The Purchaser shall be permitted to transfer or assign the Put Options evidenced hereby and its interests an d obligations under this Put Option Agreement to any Permitted Transferee.  In connection with any transfer or assignment pursuant to the immediately preceding sentence, the Purchaser shall give the Seller prompt written notice of such transfer or assignment, the number of Put Options that have been transferred or assigned and the identity of the relevant transferee or assignee.

ARTICLE 3

Exercise and Settlement of Put Options

Section 3.01.  Exercise of Put Options.During the period beginning at the Open of Business on the Determination Date and ending at the Close of Business on the Expiration Date, the Holder shall be entitled to exercise, in accordance with this ‎Article 3, the full Number of Put Options or any portion thereof (which shall not include any fractional Put Options) by delivering a duly completed and executed Exercise Notice to the Seller; provided that the Holder shall not be entitled to deliver more than one Exercise Notice to the Seller.  Any Put Options not exercised prior to the Close of Business on the Expiration Date shall expire unexercised. The date on which the Holder complies with the requirements for exercise set forth in this ‎Section 3.01 in respect of one or more Put Options is the “Exercise Date” for such Put Options.  However, if such date is not a Trading Day or the Holder satisfies such requirements after the Close of Business on a Trading Day, then the Exercise Date shall be the immediately succeeding Trading Day.  The Seller shall notify the Holder, not later than the Open of Business on the Determination Date of the Number of Put Options.

Section 3.02.  Settlement of Put Options.  For each Put Option exercised hereunder, (i) prior to 11:00 a.m., New York City time, on the Settlement Date, the Holder shall cause to be delivered to the Seller one ADS (the “Full Physical

5

Share Amount”) together with, if applicable, any dividends or distributions (or payments in respect thereof) as set forth in ‎Section 4.03, and (ii) on the Settlement Date, following rece ipt by the Holder of such amounts as set forth in clause ‎(i) above, the Seller shall pay the Exercise Price (determined as of such Exercise Date), by federal wire or other immediately available funds payable to the order of the Holder and notified to the Seller in accordance with ‎Section 8.02.

Section 3.03.  Delivery of ADSs.  (a) In connection with the exercise of any Put Options pursuant to ‎Section 3.02, the Holder shall deliver to the Seller a number of ADSs equal to the Number of Put Options that the Holder so exercises.

(b)The Seller shall for all purposes be deemed to have become the holder of record of any ADSs delivered upon exercise of the Put Options represented by this Put Option Agreement as of the Close of Business on the later of the Exercise Date and the date of payment by the Seller of the Exercise Price in accordance with ‎Section 3.02.  However, if any such date is a date when the ADS transfer books of the Depositary are closed, the Seller shall be deemed to have become the holder of such ADSs at the Close of Business on the next succeeding date on which the ADS transfer books of the Depositary are open.

Section 3.04.  No Fractional ADSs to Be Delivered.(a) Notwithstanding anything to the contrary in this Put Option Agreement, the Holder shall not be required to deliver any fraction of an ADS upon exercise of any Put Options.

(b)The Seller hereby expressly waives its right to receive any fraction of an ADS or a receipt representing a fraction of an ADS.

Section 3.05.  Calculations Determined by Seller.The Seller shall be responsible for performing all calculations required in connection with the exercise and settlement of the Put Options and the delivery of ADSs as described in this ‎Article 3.  In connection therewith, the Seller shall provide prompt written notice to the Holder of the number of ADSs deliverable upon exercise and settlement of the Put Options.

ARTICLE 4

Adjustments

Section 4.01.  Adjustments to Exercise Price.  The Exercise Price for the Put Options shall be subject to adjustment (without duplication) upon the occurrence of any of the following events:

(a)(i) The issuance of Common Stock as a dividend or distribution to all holders of Common Stock, or a subdivision or combination of Common Stock,

6

in which event the Exercise Price shall be adjusted based on the following formula:

where:

EP0 = the Exercise Price in effect immediately prior to the Close of Business on the Record Date for such dividend or distribution, or immediately prior to the Open of Business on the effective date for such subdivision or combination, as the case may be;

EP1 = the Exercise Price in effect immediately after the Close of Business on the Record Date for such dividend or distribution, or immediately after the Open of Business on the effective date for such subdivision or combination, as the case may be;

OS0 = the number of shares of Common Stock outstanding immediately prior to the Close of Business on the Record Date for such dividend or distribution, or immediately prior to the Open of Business on the effective date for such subdivision or combination, as the case may be;

OS1 = the number of shares of Common Stock that would be outstanding immediately after, and solely as a result of, such dividend, distribution, subdivision or combination;

ADS0 = the number of shares of Common Stock represented by an ADS immediately prior to the Close of Business on the Record Date for such dividend or distribution, or immediately prior to the Open of Business on the effective date for such subdivision or combination, as the case may be; and

ADS1 = the number of shares of Common Stock represented by an ADS immediately after giving effect to such dividend, distribution, subdivision or combination, as the case may be.

Such adjustment shall become effective immediately after the Close of Business on the Record Date for such dividend or distribution, or immediately after the Open of Business on the effective date for such subdivision or

7

combination, as the case may be. If any dividend or distribution of the type described in this ‎Section 4.01(a) is declared but not so paid or made, the Exercise Price shall again be adjusted to the Exercise Price that would then be in effect if such dividend or distribution had not been declared or announced, as the case may be.

(ii)In the event of (A) any subdivision or split of the outstanding ADSs, (B) any distribution of additional ADSs to holders of ADSs, or (C) any combination of the outstanding ADSs into a smaller number of ADSs, the Seller shall adjust the Exercise Price (and shall make a corresponding adjustment to the Number of Put Options pursuant to ‎Section 4.02) in effect immediately before the event triggering the adjustment so that the Seller will be entitled to receive, upon the Holder’s exercise of the Put Options issued hereunder, the number of ADSs that the Seller would have been entitled to receive upon the Holder’s exercise immediately following this event had the Put Options issued hereunder been exercised for the underlying ADS immediately before this event or any record date with respect to it.

(b)If the Common Stock ceases to be represented by American Depositary Receipts issued under a depositary receipt program sponsored by the Issuer, or the ADSs cease to be listed on the New York Stock Exchange (and are not at that time listed on another United States national securities exchange), all references in this Put Option Agreement to the ADSs relative to the terms of the Put Options shall be deemed to have been replaced by a reference to the number of shares of Common Stock represented by an ADS on the date the Common Stock ceases to be represented by American Depositary Receipts issued under a depositary receipt program sponsored b y the Issuer or on the last day on which the ADSs were traded on the New York Stock Exchange (or another United States national securities exchange), as the case may be, as adjusted, pursuant to the adjustment provisions of this Put Option Agreement, for any other property the ADSs represented as if the other property had been distributed to holders of the ADSs on that day.

Section 4.02.  Adjustments to Number of Put Options.  Concurrently with any adjustment to the Exercise Price under ‎Section 4.01, the Number of Put Options shall be adjusted such that the Number of Put Options in effect immediately following the effectiveness of such adjustment will be equal to the Number of Put Options in effect immediately prior to such adjustment, multiplied by a fraction, (i) the numerator of which is the Exercise Price in effect immediately prior to such adjustment and (ii) the denominator of which is the Exercise Price in effect immediately following such adjustment, rounded up to the nearest whole number.

8

Section 4.03. Pass-Through of Dividends and Distributions. If an issuance, dividend or other distribution is made to all holders of ADSs of any (i) Cash dividends or distributions, (ii) distributions of any rights or warrants to purchase Common Stock or other securities or assets of the Issuer, (iii) distributions of shares of the Issuer’s Capital Stock (other than Common Stock) or (iv) evidences of the Issuer’s indebtedness (clauses (i) through (iv), collectively, the “Distributed Property”), in each case, for which the Record Date for such issuance, dividend or distribution occurs during the period (the “Recapture Period”) from, and including, the date hereof and to, but excluding, the date on which the Seller becomes the holder of record of any ADSs delivered upon exercise of the Put Options represented by this Put Option Agreement pursuant to  ‎Section 3.03(b), then upon exercise of any Put Options hereunder, the Holder shall, in the case of any Distributed Property described in clause (i) above, pay to the Seller, on the Settlement Date the amount of Cash paid in respect of the numbe r of ADSs underlying the number of Put Options exercised by the Holder, and in the case of any Distributed Property described in clause (ii), clause (iii) or clause (iv) above, at Holder’s election, which shall be set forth in the relevant Exercise Notice, either:

(a)pay to the Seller, on the Settlement Date the net cash proceeds received by the Holder in connection with the sale by the Holder in an arms-length transaction to an unaffiliated third party of an amount of Distributed Property distributed in respect of the number of ADSs underlying the number of Put Options exercised; or

(b)deliver to the Seller, on the Settlement Date, the amount of Distributed Property distributed in respect of the number of ADSs underlying the number of Put Options so exercised by the Holder, as well as any dividends or distributions on such Distributed Property for which the relevant record date occurs in the Recapture Period (including, for the avoidance of doubt, interest payments on debt securities for which the relevant record date occurs in the Recapture Period and principal payments on debt securities for which the relevant maturity occurs in the Recapture Period).

Upon the issuance, dividend or distribution of any Distributed Property described in clause (ii), clause (iii) or clause (iv) above, for which the Record Date occurs during the Recapture Period and for which the Holder has elected to sell such Distributed Property and deliver the net cash proceeds to Seller in accordance with clause ‎(a) above, the Holder agrees (x) to use commercially reasonable efforts to sell promptly such Distributed Property in an arms-length transaction to one or more unaffiliated third parties (which shall include the Seller) and (y) prior to consummating any sale of such Distributed Property to any unaffiliated third party other than the Seller, to grant the Seller a right of first refusal, exercisable for five Trading Days, in respect of any proposed sale of such Distributed Property to any unaffiliated third party other than the Seller (other

9

than any sale of such Distributed Property on an exchange or recognized market at the then-current market price for such Distributed Property or such exchange or recognized market), at a price equal to the proposed sale price.  Upon the consummation of the sale of such Distributed Property to any unaffiliated third party other than the Seller, Holder shall promptly notify the Seller of such sale and the corresponding net cash proceeds therefrom.

Notwithstanding the foregoing, in connection with the issuance, dividend or distribution of any Distributed Property for which the Record Date occurs during the Recapture Period, if the Holder has not received any such Distributed Property as of the Settlement Date or if the Holder has elected to sell such Distributed Property in accordance with clause ‎(a) above and h as not sold such Distributed Property as of the Settlement Date, then the Holder may elect in respect of any Put Options exercised hereunder to defer payment or delivery, as the case may be, of such issuance, dividend or distribution or, if the Holder has elected to sell such Distributed Property, the net cash proceeds received by the Holder in connection with the sale of such Distributed Property in accordance with clause ‎(a) above, in each case, until the third Trading Day immediately following receipt by the Holder of such Distributed Property or, if the Holder has elected to sell such Distributed Property in a ccordance with clause ‎(a) above, the third Trading Day immediately following the sale of such Distributed Property.

Section 4.04.  Restrictions on Adjustments.  (a) Except in accordance with ‎Section 4.01 and ‎Section 4.02, the Exercise Price and the Number of Put Options will not be adjusted for the issuance of Common Stock or ADSs, for any dividend or distribution in respect of the Common Stock or ADSs or any other transaction or event relating to or affecting the Common Stock or ADSs.

(b)No adjustment shall be made to the Exercise Price, nor will any corresponding adjustment be made to the Number of Put Options, unless the adjustment would result in a change of at least 1% of the Exercise Price.

Section 4.05.  Recapitalizations, Reclassifications and Other Changes.(a)If any of the following events occur:

(i)any recapitalization;

(ii)any reclassification or change of the outstanding shares of Common Stock (other than changes resulting from a subdivision or combination to which ‎Section 4.01(a) applies);

(iii)any consolidation, merger or combination involving the Issuer;

10

(iv)any sale or conveyance to a third party of all or substantially all of the Issuer’s assets; or

(v)any statutory share exchange,

(each such event a “Reorganization Event”), in each case as a result of which the Common Stock would be converted into, or exchanged for, stock, other securities, other property or assets (including cash or any combination thereof) (the “Reference Property”), then, following the effective time of the transaction, the Holder’s obligation to deliver ADSs upon exercise of a Put Option shall be changed to an obligation to pay or deliver, at Holder’s election, which shall be set forth in the relevant Exercise Notice, either:

(i)the net cash proceeds received by the Holder in connection with the sale by the Holder in an arms-length transaction to an unaffiliated third party of the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that the Holder received in connection with such Reorganization Event in respect of one ADS (such kind and amount of Reference Property per ADS, a “Unit of Reference Property”); or

(ii)a Unit of Reference Property.

In the event holders of the ADSs have the opportunity to elect the form of consideration to be received in a Reorganization Event, the type and amount of consideration to be delivered upon exercise of a Put Option hereunder, or sold by the Holder in an arms length transaction as described in clause ‎(i) above, from and after the effective time of such Reorganization Event shall be deemed to be the t ypes and amounts of consideration actually received by the Holder in such Reorganization Event in respect of the Holder’s ADSs.

(b)Upon the issuance, dividend or distribution of any non-Cash Reference Property for which the Holder has elected to sell such Reference Property and deliver the net cash proceeds to Seller in accordance with clause (a)(i) above, the Holder agrees (x) to use commercially reasonable efforts to sell promptly such Reference Property in an arms-length transaction to one or more unaffiliated third parties (which shall include the Seller) and (y) prior to consummating any sale of such Reference Property to any unaffiliated third party other than the Seller, to gra nt the Seller a right of first refusal, exercisable for five Trading Days, in respect of any proposed sale of such Distributed Property to any unaffiliated third party other than the Seller (other than any sale of such Reference Property on an exchange or recognized market at the then-current market price for such Reference Property on such exchange or recognized market), at a price equal to the proposed sale price.  Upon the consummation of the sale of such Reference Property to any unaffiliated third party other than the Seller, Holder shall

11

promptly notify the Seller of such sale and the corresponding net cash proceeds therefrom.

(c)At any time from, and including, the effective time of a Reorganization Event, the Full Physical Share Amount per Put Option shall be equal to a single Unit of Reference Property (or, if the Holder elects to sell the Reference Property pursuant to clause (a)‎(i) above, the net cash proceeds received per Unit of Reference Property in such sale).

(d)The above provisions of this ‎Section 4.05 shall similarly apply to successive Reorganization Events.

(e)If this ‎Section 4.05 applies to any event or occurrence, no other provision of this ‎Article 4 shall apply to such event or occurrence.

Section 4.06.  Common Stock Outstanding. For the purposes of this ‎Article 4, the number of shares of Common Stock at any time outstanding shall not include shares held, directly or indirectly, by the Issuer, but shall include shares issuable in respect of scrip certificates issued in lieu of fractions of shares of Common Stock.

Section 4.07.  Seller’s Determinations Final.  The Seller shall be responsible for making all calculations called for under this Put Option Agreement. These calculations include, but are not limited to, the Exercise Date, the Exercise Price, the Number of Put Options and the number of ADSs or Units of Reference Property, if any, to be delivered upon exercise of the Number of Put Options.

Section 4.08.  Notice of Adjustments.  Whenever the Exercise Price or the Number of Put Options is adjusted pursuant to this ‎Article 4, the Seller shall promptly mail to the Holder a notice of the adjustment.

ARTICLE 5

Other Provisions Relating to Rights of Holder

Section 5.01.  Amendments.  No amendment, modification or waiver in respect of this Put Option Agreement will be effective unless in writing (including a writing evidenced by a facsimile transmission) and executed by each of the parties or confirmed by an exchange of telexes or electronic messages on an electronic messaging system.

12

ARTICLE 6

Representations, Warranties and Covenants of the Seller

The Seller hereby represents and warrants to the Purchaser that:

Section 6.01.  Organization and Existence.  The Seller is a corporation (sociedad anónima) duly organized and validly existing under the laws of the Kingdom of Spain.

Section 6.02.  Authorization.  The execution, delivery and performance by the Seller of this Put Option Agreement and the consummation by the Seller of the transactions contemplated hereby are within the powers of the Seller and have been duly authorized by all necessary action on the part of the Seller.  This Put Option Agreement constitutes the valid and binding agreement of the Seller, enforceable against the Seller in accordance with its terms.

Section 6.03.  Governmental and Court Authorization.  The execution, delivery and performance by the Seller of this Put Option Agreement and the consummation by the Seller of the transactions contemplated hereby require no action by, or in respect of, or consent, approval or authorization of, or filing, registration or qualification with, any Governmental Body.

Section 6.04.  Non-contravention.  The execution, delivery and performance by the Seller of this Put Option Agreement do not and shall not (i) contravene or conflict with the articles of incorporation, bylaws or other organizational document binding on the Seller, (ii) contravene or conflict with or constitute a violation of any Applicable Law binding upon or applicable to the Seller or (iii) require any consent, approval or other action by any Person or constitute a default under or give rise to any right of termination, cancellation or acceleration of any right or obligation of the Seller or to a loss of any benefit to which the Seller is entitled under any agreement, contract, indenture, lease or other instrument binding upon the Seller or any license, franchise, permit or other similar authorization held by the Seller.

ARTICLE 7

Representations and Warranties of The Purchaser

Section 7.01.  Private Placement.  The Purchaser hereby represents and warrants to and agrees with the Seller that:

(a)The offer and sale of the Put Options has not been registered under the Securities Act;

13

(b)It is a “qualified institutional buyer” as defined in Rule 144A (a “QIB”) under the Securities Act;

(c)It is acquiring the Put Options for its own account or for one or more accounts (each of which is a QIB and as to each of which it exercises sole investment discretion and for each of which it has full power to make the acknowledgments, representations and agreements herein) and not with a view to, or for sale in connection with, any public resale or distribution thereof;

(d)It understands that no offering circular or prospectus will be provided or prepared in connection with the offer and sale of the Put Options;

(e)It has conducted its own investigation of the Put Options and the Seller and the Seller has not made any representation to it, express or implied, with respect to the Put Options or the Seller.  It has received and reviewed all financial and other information that it believes is necessary or appropriate in connection with its decision to purchase the Put Options;

(f)It represents that it has such knowledge and experience in financial and business matters (including investments in unregistered equity securities of non-U.S. issuers) as to enable it to evaluate the merits and risk of its investment in the Put Options and that it and any accounts for which it is acting is able to bear the economic risk of investing in and holding such Put Options; and

(g)It understands that the Put Options are being offered in a transaction not involving any public offering in the United States within the meaning of the Securities Act.

Section 7.02.  Organization and Existence.  The Purchaser hereby represents and warrants that it is a Societe d'Investissement A Capital Variable duly organized, validly existing and in good standing under the laws of Luxembourg.

Section 7.03. Authorization.  The Purchaser hereby represents and warrants that the execution, delivery and performance by the Purchaser of this Put Option Agreement and the consummation by the Purchaser of the transactions contemplated hereby are within its powers and have been duly authorized by all necessary action on its part.  This Put Option Agreement constitutes a valid and binding agreement enforceable against the Purchaser in accordance with its terms.

Section 7.04. Governmental and Court Authorization.  The Purchaser hereby represents and warrants that the execution, delivery and performance by the Purchaser of this Put Option Agreement and the consummation by the Purchaser of the transactions contemplated hereby require no action by, or in respect of, or consent, approval or authorization of, or filing, registration or qualification with, any Governmental Body.

14

Section 7.05.  Non-contravention.  The Purchaser hereby represents and warrants that the execution, delivery and performance by the Purchaser of this Put Option Agreement do not and shall not (i) contravene or conflict with the articles of incorporation, bylaws or other organizational document binding on the Purchaser, (ii) contravene or conflict with or constitute a violation of any Applicable Law binding upon or applicable to the Purchaser or (iii) require any consent, approval or other action by any Person or constitute a default under or give rise to any right of termination, cancellation or acceleration of any right or obligation of the Purchaser or to a loss of any benefit to which the Purchaser is entitled under any agreement, contract, indenture, lease or other instrument binding upon the Purchaser or any license, franchise, permit or other similar authorization held by the Purchaser.

Section 7.06.  Title to the ADSs.  The Holder has valid title to the ADSs to be delivered upon exercise of the Number of Put Options under this Put Option Agreement, free and clear of all security interests, claims, liens, equities or other encumbrances.

ARTICLE 8

Other Matters

Section 8.01.  Payment of Certain Taxes.  (a) The Seller shall pay any and all documentary, stamp or similar issue or transfer taxes that may be payable upon the initial issuance of the Put Options hereunder.

(b)The Holder shall pay any and all documentary, stamp or similar issue or transfer taxes that may be payable upon the delivery of ADSs upon the exercise of Put Options hereunder and the transfer of American Depositary Receipts in respect thereof in the name of, or in such name as may be directed by, the Seller.

Section 8.02.  Notices.  All notices, requests and other communications to any party hereunder shall be in writing (including facsimile transmission) and shall be given:

if to the Seller, to:

Repsol YPF S.A.

Paseo de la Castellana 278-280

28046 Madrid (Spain)

Att: Corporate Director Finance

Facsimile No.: + 34 90 255 51 34

15

with copies (which shall not constitute notice) to:

Repsol YPF S.A.

Paseo de la Castellana 278-280

28046 Madrid (Spain)

Att: Corporate Director Legal Services

Facsimile No.: + 34 91 348 40 86

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, NY 10017

Att:  Nicholas A. Kronfeld

Facsimile No.: + 1 (212) 450-5950

if to the Purchaser or Holder, to:

Capital International, Inc.

333 South Hope Street

Los Angeles, CA 90071

Attn:  Legal

Facsimile No.: + 1-213-486-9034

or such other address or facsimile number as such party may hereafter specify for the purpose by notice to the other party hereto.  All such notices, requests and other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to 5:00 p.m. in the place of receipt and such day is a Business Day in the place of receipt.  Otherwise, any such notice, request or communication shall be deemed not to have been received until the next succeeding Business Day in the place of receipt.

Section 8.03.  Governing Law.  This Put Option Agreement shall be construed in accordance with and governed by the internal law of the State of New York, without regard to the conflicts of law rules of such state.

Section 8.04.  Jurisdiction.  Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Put Option Agreement or the transactions contemplated hereby may be brought against any of the parties in any United States District Court for the Southern District of New York or any New York State court sitting in New York City, so long as one of such courts shall have subject matter jurisdiction over such suit, action or proceeding, and that any cause of action arising out of this Put Option Agreement shall be deemed to have arisen from a transaction of busi ness in the State of New York, and each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted

16

by law, any objection it may now have or hereafter have to venue laid therein or that any such suit, action or proceeding which is brought in such court has been brought in an inconvenient forum.  Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court.  Without limiting the foregoing, each party agrees that service of process on such party as provided in ‎Section 8.02 shall be deemed effective service of process on such party.

Section 8.05.  WAIVER OF JURY TRIAL.  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS PUT OPTION AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 8.06.  Entire Agreement; Third-Party Beneficiaries.  This Put Option Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings and negotiations, both written and oral, between the parties with respect to the subject matter of this Put Option Agreement.  No representation, inducement, promise, understanding, condition or warranty of either party hereto not set forth herein has been made or relied upon by any party hereto.  Neither this Put Option Agreement nor any provision hereof is intended to co nfer upon any Person other than the parties hereto any rights or remedies hereunder.

Section 8.07.  Captions.  The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof.

Section 8.08.  Counterparts; Effectiveness.  This Put Option Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.  This Agreement shall become effective when each party hereto shall have received a counterpart hereof signed by the other party hereto.

Section 8.09.  Severability.  If any term, provision, covenant or restriction of this Put Option Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Put Option Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.  Upon such a determination, the parties shall negotiate in good faith to modify this Put Option Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner so that the tr ansactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

17

IN WITNESS WHEREOF, this Put Option Agreement has been duly executed by the parties hereto as of the day and year first above written.

Repsol YPF, S.A.
By:	/s/ Fernando Ramírez Mazarredo
	Name: Fernando Ramírez Mazarredo
	Title: Chief Financial Officer

Capital International Emerging Markets Fund,
	as Purchaser and Holder

By: Capital International, Inc.

By:	/s/ Mark E. Brubaker
	Name: Mark E. Brubaker
	Title: Senior Vice President

18

EXHIBIT A

[FORM OF EXERCISE NOTICE]

Repsol YPF S.A.

Paseo de la Castellana 278-280

28046 Madrid (Spain)

Att: Corporate Director Finance

The undersigned (the “Holder”) hereby irrevocably exercises ______________ Put Options (the “Exercised Put Options”).

The Holder hereby confirms that it will, prior to 11:00 a.m., New York City time, on the Settlement Date, cause to be delivered to the Seller the Full Physical Share Amount for each of the Exercised Put Options together with, if applicable, any dividends or distributions (or payments in respect thereof) as set forth in ‎Section 4.03.

[In connection with the distribution of [insert description of Distributed Property of the type described in clause (ii), clause (iii) or clause (iv) of ‎Section 4.03]] on [              , 2011], the Holder hereby elects to:

o    pay to the Seller, on the Settlement Date the net cash proceeds received by the Holder in connection with the sale by the Holder in an arms-length transaction to an unaffiliated third party of the Units of Reference Property underlying the number of Exercised Put Options.

o    deliver to the Seller, on the Settlement Date, the Units of Reference Property underlying the number of Exercised Put Options.]1

[In connection with the Reorganization Event that occurred on [              , 2011], the Holder hereby elects to:

o    pay to the Seller, on the Settlement Date the net cash proceeds received by the Holder in connection with the sale by the Holder in an arms-length transaction to an unaffiliated third party of an amount of Distributed Property distributed in respect of the number of ADSs underlying the Exercised Put Options.

___________________

1 Insert if Distributed Property other than Cash is distributed during the Recapture Period.

A-1

o    deliver to the Seller, on the Settlement Date, the amount of Distributed Property distributed in respect of the number of ADSs underlying the number of Exercised Put Options, as well as any dividends or distributions on such Distributed Property for which the relevant record date occurs in the Recapture Period (including, for the avoidance of doubt, interest payments on debt securities for which the relevant record date occurs in the Recapture Period and principal payments on debt securities for which the relevant maturity occurs in the Recapture Period).]2

[In connection with the distribution of [              ] by the Issuer on the Common Stock for which the Record Date occurred on [               , 2011] but for which the Holder has not [received such Distributed Property as of the date hereof][sold such Distributed Property as of the date hereof], the Holder hereby elects in accordance with ‎ ;Section 4.03 to defer delivery of such [distribution][ payment] until the third Trading Day immediately following [receipt by the Holder of such Distributed Property][the sale of such Distributed Property].]

The Holder hereby directs the Seller to pay the Exercise Price for each of the Exercised Put Options by federal wire transfer as follows:

SWIFT: [               ]

ABA: [                     ]

Acct No: [               ]

Acct Name: [               ]

Trade Ref::  [               ]

Dated: ______________________ Capital International Emerging Markets Fund

By:
	Authorized Signature
	Address:
	Telephone:

___________________

2 Insert if Reorganization Event occurs during the term of the Put Option.

A-2

EX-99.11 12 dp20483_ex9911.htm EXHIBIT 99.11

Exhibit 99.11

EXECUTION VERSION

PUT OPTION AGREEMENT

dated as of December 23, 2010

between

Repsol YPF, S.A.

as Seller

and

Capital Guardian Emerging Markets Equity Fund for Tax-Exempt Trusts

as Purchaser

TABLE OF CONTENTS

Page

ARTICLE 1
Definitions
Section 1.01.	Certain Definitions	1
ARTICLE 2
Issuance, Execution and Transfer of Put Options
Section 2.01.	Purchase and Sale	4
Section 2.02.	Issuance of Put Options	5
Section 2.03.	Limitations on Transfer	5
ARTICLE 3
Exercise and Settlement of Put Options
Section 3.01.	Exercise of Put Options	5
Section 3.02.	Settlement of Put Options	5
Section 3.03.	Delivery of ADSs	6
Section 3.04.	No Fractional ADSs to Be Delivered	6
Section 3.05.	Calculations Determined by Seller	6
ARTICLE 4
Adjustments
Section 4.01.	Adjustments to Exercise Price	6
Section 4.02.	Adjustments to Number of Put Options	8
Section 4.03.	Pass-Through of Dividends and Distributions.	9
Section 4.04.	Restrictions on Adjustments	10
Section 4.05.	Recapitalizations, Reclassifications and Other Changes	10
Section 4.06.	Common Stock Outstanding.	12
Section 4.07.	Seller’s Determinations Final	12
Section 4.08.	Notice of Adjustments	12
ARTICLE 5
Other Provisions Relating to Rights of Holder
Section 5.01.	Amendments	12

i

ARTICLE 6
Representations, Warranties and Covenants of the Seller
Section 6.01.	Organization and Existence	13
Section 6.02.	Authorization	13
Section 6.03.	Governmental and Court Authorization	13
Section 6.04.	Non-contravention	13
ARTICLE 7
Representations and Warranties of The Purchaser
Section 7.01.	Private Placement	13
Section 7.02.	Organization and Existence	14
Section 7.03.	Authorization	14
Section 7.04.	Governmental and Court Authorization	14
Section 7.05.	Non-contravention	15
Section 7.06.	Title to the ADSs	15
ARTICLE 8
Other Matters
Section 8.01.	Payment of Certain Taxes	15
Section 8.02.	Notices	15
Section 8.03.	Governing Law	16
Section 8.04.	Jurisdiction	16
Section 8.05.	Captions	17
Section 8.08.	Counterparts; Effectiveness	17
Section 8.09.	Severability	17
EXHIBIT A	FORM OF EXERCISE NOTICE	A-1

ii

PUT OPTION AGREEMENT

This Put Option Agreement dated as of December 23, 2010 is between REPSOL YPF, S.A., a corporation organized under the laws of the Kingdom of Spain (the “Seller”), and Capital Guardian Emerging Markets Equity Fund for Tax-Exempt Trusts (the “Purchaser”).

WITNESSETH THAT:

WHEREAS, pursuant to a Stock Purchase Agreement dated as of December 22, 2010, Seller has agreed to sell and Purchaser has agreed to purchase from Seller 32,600 ADSs (as defined below);

WHEREAS, in connection with such sale and purchase, Purchaser, and each Permitted Transferee, (collectively, the “Purchasers”) collectively desire to purchase from Seller and Seller desires to sell to Purchasers, in the aggregate, a Number of Put Options necessary to reduce the total number of ADSs purchased from Seller by Purchasers to no more than 15% of the Free Float of the ADSs, determined as of the Trading Day immediately preceding the Determination Date;

NOW THEREFORE in consideration of the mutual agreements herein contained, the Seller and the Purchaser agree as follows:

ARTICLE 1

Definitions

Section 1.01.  Certain Definitions.  As used in this Put Option Agreement, the following terms shall have their respective meanings set forth below:

“$” refers to such coin or currency of the United States as at any time of payment is legal tender for the payment of public and private debts.

“ADS” means American Depositary Shares of the Issuer evidenced by American Depositary Receipts and issued pursuant to the Deposit Agreement.

“Affiliate” means a Person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the Issuer.

“Applicable Law” means, with respect to any Person, any federal, state or local law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, order, injunction, judgment, decree, ruling or other similar requirement enacted, adopted, promulgated or applied by a Governmental Body that is binding upon or applicable to such Person, as amended unless expressly specified otherwise.

1

“Board of Directors” means the board of directors of the Seller or any committee of such board of directors duly authorized to exercise the power of such board of directors with respect to the matters provided for in this Put Option Agreement as to which the board of directors is authorized or required to act.

“Business Day” means a day, other than Saturday, Sunday or other day on which commercial banks in New York, New York or Madrid, Spain or Buenos Aires, Argentina are authorized or required by Applicable Law to close.

“Capital Stock” means any and all shares, interests, participations or other equivalents (however designated) of capital stock of the Issuer and all warrants or options to acquire such capital stock.

“Cash” means such coin or currency of the United States as at any time of payment is legal tender for the payment of public and private debts.

“Close of Business” means 5:00 p.m. New York City time.

“Common Stock” means Class D Common Stock, par value 10 Argentinian pesos per share, of the Issuer, subject to ‎Section 4.05.

“Deposit Agreement” means the Amended and Restated Deposit Agreement dated as of November 13, 2009 between the Issuer and Depositary (as the same may be amended, restated or replaced from time to time).

“Depositary” The Bank of New York Mellon, acting as depositary under the Deposit Agreement (and any successor or replacement thereto).

“Determination Date” means December 22, 2011.

“Distributed Property” has the meaning set forth in ‎Section 4.03.

“Exercise Date” has the meaning set forth in ‎Section 3.01.

“Exercise Notice” means, for any Put Option, the exercise notice substantially in the form set forth in Exhibit A hereto.

“Exercise Price” means initially $39.00 per Put Option, subject to adjustment pursuant to ‎Article 4.

“Expiration Date” means, for any Put Option, January 23, 2012, regardless of whether such date is a Trading Day.

“Free Float” means the aggregate number of shares of Common Stock (including shares of Common Stock underlying ADSs) held by non-Affiliates of

2

the Issuer and eligible for resale (in the case of shares of Common Stock, upon conversion into ADSs) without restriction on the New York Stock Exchange.

“Full Physical Share Amount” has the meaning set forth in ‎Section 3.02.

“Governmental Body” means any governmental body, agency or official of any country or political subdivision of any country, including any federal, national, supranational, state, provincial, local or other government, governmental, regulatory or administrative authority (including any self-regulatory organization), agency or commission or any court, tribunal, or judicial or arbitral body.

“Holder” means the Purchaser.

“Issuer” means YPF Sociedad Anónima.

“Number of Put Options” means 32,600; provided that the Number of Put Options shall be reduced, as of the Trading Day prior to the Determination Date, by 0.076% of the Free Float as of the Trading Day prior to the Determination Date, rounded up to the nearest whole number; provided further that if such reduction results in a negative number, the Number of Put Options will be deemed to be zero.  The Number of Put Options shall be subject to adjustment pursuant to ‎Section 4.02.

“Open of Business” means 9:00 a.m., New York City time.

“Permitted Transferee” means each of Capital Guardian Emerging Markets Equity DC Master Fund, Capital International Emerging Markets Fund, Capital Guardian Emerging Markets Equity Master Fund, Emerging Markets Growth Fund, Inc., Capital Guardian Emerging Markets Restricted Equity Fund for Tax-Exempt Trusts, Capital International Emerging Markets Total Opportunities, Capital Guardian Emerging Markets Total Opportunities Master Fund and Capital Guardian Emerging Markets Total Opportunities Fund for Tax-Exempt Trusts.

“Person” means an individual, partnership, firm, corporation, business trust, joint stock company, trust, unincorporated association, joint venture, governmental authority or other entity of whatever nature.

“Put Option” means a Put Option of the Seller exercisable for one ADS of the Issuer, subject to adjustment as provided herein, and issued pursuant to this Put Option Agreement with the terms, conditions and rights set forth in this Put Option Agreement.

“Recapture Period” has the meaning set forth in ‎Section 4.03.

3

“Record Date” means, with respect to any dividend, distribution or other transaction or event in which the holders of ADSs have the right to receive any Cash, securities or other property or in which ADSs (or other applicable security) is exchanged for or converted into any combination of Cash, securities or other property, the date fixed for determination of holders of ADSs entitled to receive such Cash, securities or other property (whether such date is fixed by the Board of Directors or by statute, contract or otherwise).

“Reference Property” has the meaning set forth in ‎Section 4.05.

“Reorganization Event” has the meaning set forth in ‎Section 4.05.

“SEC” means Securities and Exchange Commission of the United States.

“Securities Act” means the Securities Act of 1933, as amended.

“Settlement Date” means, in respect of a Put Option that is exercised hereunder, the third Trading Day immediately following the Exercise Date.

“Stock Purchase Agreement” means the Stock Purchase Agreement dated as of December 22, 2010 between the Seller and the Purchaser.

“Trading Day” means (i) if the applicable security is listed on the New York Stock Exchange, a day on which trades may be made thereon or (ii) if the applicable security is listed or admitted for trading on the American Stock Exchange, the NASDAQ Global Select Market, the NASDAQ Global Market or other national securities exchange or market, a day on which the American Stock Exchange, the NASDAQ Global Select Market, the NASDAQ Global Market or such other national securities exchange or market is open for business or (iii) if the applicable security is not so listed, admitted for trading or quoted, any Business Day in New York City, New York.

“Unit of Reference Property” has the meaning set forth in ‎Section 4.05.

ARTICLE 2

Issuance, Execution and Transfer of Put Options

Section 2.01.  Purchase and Sale.  Upon the terms and subject to the conditions of this Put Option Agreement, the Seller agrees to sell to the Purchaser, and the Purchaser agrees to purchase from the Seller, the Number of Put Options in consideration for Purchaser’s agreement to purchase all of the ADSs to be purchased pursuant to the Stock Purchase Agreement.

4

Section 2.02. Issuance of Put Options.  The Number of Put Options issued hereunder shall be represented by this Put Option Agreement.  The issue date of the Put Options shall be the date of the Closing (as defined in the Stock Purchase Agreement). The Put Options issued to the Purchaser at the Closing shall be the only Put Options issued or outstanding under this Put Option Agreement. All Put Options issued under this Put Option Agreement shall in all respects be equally and ratably entitled to the benefits hereof, without preference, priority, or distinction.

Section 2.03.  Limitations on Transfer.Except as set forth in the immediately succeeding sentence, neither this Put Option Agreement, the Put Options evidenced hereby nor any interest or obligation in or under this Put Option Agreement may be directly or indirectly transferred, assigned or otherwise disposed of (whether by way of security or otherwise) by the Purchaser without the prior written consent of the Seller. The Purchaser shall be permitted to transfer or assign the Put Options evidenced hereby and its interests an d obligations under this Put Option Agreement to any Permitted Transferee.  In connection with any transfer or assignment pursuant to the immediately preceding sentence, the Purchaser shall give the Seller prompt written notice of such transfer or assignment, the number of Put Options that have been transferred or assigned and the identity of the relevant transferee or assignee.

ARTICLE 3

Exercise and Settlement of Put Options

Section 3.01.  Exercise of Put Options.During the period beginning at the Open of Business on the Determination Date and ending at the Close of Business on the Expiration Date, the Holder shall be entitled to exercise, in accordance with this ‎Article 3, the full Number of Put Options or any portion thereof (which shall not include any fractional Put Options) by delivering a duly completed and executed Exercise Notice to the Seller; provided that the Holder shall not be entitled to deliver more than one Exercise Notice to the Seller.  Any Put Options not exercised prior to the Close of Business on the Expiration Date shall expire unexercised. The date on which the Holder complies with the requirements for exercise set forth in this ‎Section 3.01 in respect of one or more Put Options is the “Exercise Date” for such Put Options.  However, if such date is not a Trading Day or the Holder satisfies such requirements after the Close of Business on a Trading Day, then the Exercise Date shall be the immediately succeeding Trading Day.  The Seller shall notify the Holder, not later than the Open of Business on the Determination Date of the Number of Put Options.

Section 3.02.  Settlement of Put Options.  For each Put Option exercised hereunder, (i) prior to 11:00 a.m., New York City time, on the Settlement Date, the Holder shall cause to be delivered to the Seller one ADS (the “Full Physical

5

Share Amount”) together with, if applicable, any dividends or distributions (or payments in respect thereof) as set forth in ‎Section 4.03, and (ii) on the Settlement Date, following rece ipt by the Holder of such amounts as set forth in clause ‎(i) above, the Seller shall pay the Exercise Price (determined as of such Exercise Date), by federal wire or other immediately available funds payable to the order of the Holder and notified to the Seller in accordance with ‎Section 8.02.

Section 3.03.  Delivery of ADSs.  (a) In connection with the exercise of any Put Options pursuant to ‎Section 3.02, the Holder shall deliver to the Seller a number of ADSs equal to the Number of Put Options that the Holder so exercises.

(b)The Seller shall for all purposes be deemed to have become the holder of record of any ADSs delivered upon exercise of the Put Options represented by this Put Option Agreement as of the Close of Business on the later of the Exercise Date and the date of payment by the Seller of the Exercise Price in accordance with ‎Section 3.02.  However, if any such date is a date when the ADS transfer books of the Depositary are closed, the Seller shall be deemed to have become the holder of such ADSs at the Close of Business on the next succeeding date on which the ADS transfer books of the Depositary are open.

Section 3.04.  No Fractional ADSs to Be Delivered.(a) Notwithstanding anything to the contrary in this Put Option Agreement, the Holder shall not be required to deliver any fraction of an ADS upon exercise of any Put Options.

(b)The Seller hereby expressly waives its right to receive any fraction of an ADS or a receipt representing a fraction of an ADS.

Section 3.05.  Calculations Determined by Seller.The Seller shall be responsible for performing all calculations required in connection with the exercise and settlement of the Put Options and the delivery of ADSs as described in this ‎Article 3.  In connection therewith, the Seller shall provide prompt written notice to the Holder of the number of ADSs deliverable upon exercise and settlement of the Put Options.

ARTICLE 4

Adjustments

Section 4.01.  Adjustments to Exercise Price.  The Exercise Price for the Put Options shall be subject to adjustment (without duplication) upon the occurrence of any of the following events:

(a)(i) The issuance of Common Stock as a dividend or distribution to all holders of Common Stock, or a subdivision or combination of Common Stock,

6

in which event the Exercise Price shall be adjusted based on the following formula:

where:

EP0 = the Exercise Price in effect immediately prior to the Close of Business on the Record Date for such dividend or distribution, or immediately prior to the Open of Business on the effective date for such subdivision or combination, as the case may be;

EP1 = the Exercise Price in effect immediately after the Close of Business on the Record Date for such dividend or distribution, or immediately after the Open of Business on the effective date for such subdivision or combination, as the case may be;

OS0 = the number of shares of Common Stock outstanding immediately prior to the Close of Business on the Record Date for such dividend or distribution, or immediately prior to the Open of Business on the effective date for such subdivision or combination, as the case may be;

OS1 = the number of shares of Common Stock that would be outstanding immediately after, and solely as a result of, such dividend, distribution, subdivision or combination;

ADS0 = the number of shares of Common Stock represented by an ADS immediately prior to the Close of Business on the Record Date for such dividend or distribution, or immediately prior to the Open of Business on the effective date for such subdivision or combination, as the case may be; and

ADS1 = the number of shares of Common Stock represented by an ADS immediately after giving effect to such dividend, distribution, subdivision or combination, as the case may be.

Such adjustment shall become effective immediately after the Close of Business on the Record Date for such dividend or distribution, or immediately after the Open of Business on the effective date for such subdivision or

7

combination, as the case may be. If any dividend or distribution of the type described in this ‎Section 4.01(a) is declared but not so paid or made, the Exercise Price shall again be adjusted to the Exercise Price that would then be in effect if such dividend or distribution had not been declared or announced, as the case may be.

(ii)In the event of (A) any subdivision or split of the outstanding ADSs, (B) any distribution of additional ADSs to holders of ADSs, or (C) any combination of the outstanding ADSs into a smaller number of ADSs, the Seller shall adjust the Exercise Price (and shall make a corresponding adjustment to the Number of Put Options pursuant to ‎Section 4.02) in effect immediately before the event triggering the adjustment so that the Seller will be entitled to receive, upon the Holder’s exercise of the Put Options issued hereunder, the number of ADSs that the Seller would have been entitled to receive upon the Holder’s exercise immediately following this event had the Put Options issued hereunder been exercised for the underlying ADS immediately before this event or any record date with respect to it.

(b)If the Common Stock ceases to be represented by American Depositary Receipts issued under a depositary receipt program sponsored by the Issuer, or the ADSs cease to be listed on the New York Stock Exchange (and are not at that time listed on another United States national securities exchange), all references in this Put Option Agreement to the ADSs relative to the terms of the Put Options shall be deemed to have been replaced by a reference to the number of shares of Common Stock represented by an ADS on the date the Common Stock ceases to be represented by American Depositary Receipts issued under a depositary receipt program sponsored b y the Issuer or on the last day on which the ADSs were traded on the New York Stock Exchange (or another United States national securities exchange), as the case may be, as adjusted, pursuant to the adjustment provisions of this Put Option Agreement, for any other property the ADSs represented as if the other property had been distributed to holders of the ADSs on that day.

Section 4.02.  Adjustments to Number of Put Options.  Concurrently with any adjustment to the Exercise Price under ‎Section 4.01, the Number of Put Options shall be adjusted such that the Number of Put Options in effect immediately following the effectiveness of such adjustment will be equal to the Number of Put Options in effect immediately prior to such adjustment, multiplied by a fraction, (i) the numerator of which is the Exercise Price in effect immediately prior to such adjustment and (ii) the denominator of which is the Exercise Price in effect immediately following such adjustment, rounded up to the nearest whole number.

8

Section 4.03. Pass-Through of Dividends and Distributions. If an issuance, dividend or other distribution is made to all holders of ADSs of any (i) Cash dividends or distributions, (ii) distributions of any rights or warrants to purchase Common Stock or other securities or assets of the Issuer, (iii) distributions of shares of the Issuer’s Capital Stock (other than Common Stock) or (iv) evidences of the Issuer’s indebtedness (clauses (i) through (iv), collectively, the “Distributed Property”), in each case, for which the Record Date for such issuance, dividend or distribution occurs during the period (the “Recapture Period”) from, and including, the date hereof and to, but excluding, the date on which the Seller becomes the holder of record of any ADSs delivered upon exercise of the Put Options represented by this Put Option Agreement pursuant to  ‎Section 3.03(b), then upon exercise of any Put Options hereunder, the Holder shall, in the case of any Distributed Property described in clause (i) above, pay to the Seller, on the Settlement Date the amount of Cash paid in respect of the numbe r of ADSs underlying the number of Put Options exercised by the Holder, and in the case of any Distributed Property described in clause (ii), clause (iii) or clause (iv) above, at Holder’s election, which shall be set forth in the relevant Exercise Notice, either:

(a)pay to the Seller, on the Settlement Date the net cash proceeds received by the Holder in connection with the sale by the Holder in an arms-length transaction to an unaffiliated third party of an amount of Distributed Property distributed in respect of the number of ADSs underlying the number of Put Options exercised; or

(b)deliver to the Seller, on the Settlement Date, the amount of Distributed Property distributed in respect of the number of ADSs underlying the number of Put Options so exercised by the Holder, as well as any dividends or distributions on such Distributed Property for which the relevant record date occurs in the Recapture Period (including, for the avoidance of doubt, interest payments on debt securities for which the relevant record date occurs in the Recapture Period and principal payments on debt securities for which the relevant maturity occurs in the Recapture Period).

Upon the issuance, dividend or distribution of any Distributed Property described in clause (ii), clause (iii) or clause (iv) above, for which the Record Date occurs during the Recapture Period and for which the Holder has elected to sell such Distributed Property and deliver the net cash proceeds to Seller in accordance with clause ‎(a) above, the Holder agrees (x) to use commercially reasonable efforts to sell promptly such Distributed Property in an arms-length transaction to one or more unaffiliated third parties (which shall include the Seller) and (y) prior to consummating any sale of such Distributed Property to any unaffiliated third party other than the Seller, to grant the Seller a right of first refusal, exercisable for five Trading Days, in respect of any proposed sale of such Distributed Property to any unaffiliated third party other than the Seller (other

9

than any sale of such Distributed Property on an exchange or recognized market at the then-current market price for such Distributed Property or such exchange or recognized market), at a price equal to the proposed sale price.  Upon the consummation of the sale of such Distributed Property to any unaffiliated third party other than the Seller, Holder shall promptly notify the Seller of such sale and the corresponding net cash proceeds therefrom.

Notwithstanding the foregoing, in connection with the issuance, dividend or distribution of any Distributed Property for which the Record Date occurs during the Recapture Period, if the Holder has not received any such Distributed Property as of the Settlement Date or if the Holder has elected to sell such Distributed Property in accordance with clause ‎(a) above and h as not sold such Distributed Property as of the Settlement Date, then the Holder may elect in respect of any Put Options exercised hereunder to defer payment or delivery, as the case may be, of such issuance, dividend or distribution or, if the Holder has elected to sell such Distributed Property, the net cash proceeds received by the Holder in connection with the sale of such Distributed Property in accordance with clause ‎(a) above, in each case, until the third Trading Day immediately following receipt by the Holder of such Distributed Property or, if the Holder has elected to sell such Distributed Property in a ccordance with clause ‎(a) above, the third Trading Day immediately following the sale of such Distributed Property.

Section 4.04.  Restrictions on Adjustments.  (a) Except in accordance with ‎Section 4.01 and ‎Section 4.02, the Exercise Price and the Number of Put Options will not be adjusted for the issuance of Common Stock or ADSs, for any dividend or distribution in respect of the Common Stock or ADSs or any other transaction or event relating to or affecting the Common Stock or ADSs.

(b)No adjustment shall be made to the Exercise Price, nor will any corresponding adjustment be made to the Number of Put Options, unless the adjustment would result in a change of at least 1% of the Exercise Price.

Section 4.05.  Recapitalizations, Reclassifications and Other Changes.(a)If any of the following events occur:

(i)any recapitalization;

(ii)any reclassification or change of the outstanding shares of Common Stock (other than changes resulting from a subdivision or combination to which ‎Section 4.01(a) applies);

(iii)any consolidation, merger or combination involving the Issuer;

10

(iv)any sale or conveyance to a third party of all or substantially all of the Issuer’s assets; or

(v)any statutory share exchange,

(each such event a “Reorganization Event”), in each case as a result of which the Common Stock would be converted into, or exchanged for, stock, other securities, other property or assets (including cash or any combination thereof) (the “Reference Property”), then, following the effective time of the transaction, the Holder’s obligation to deliver ADSs upon exercise of a Put Option shall be changed to an obligation to pay or deliver, at Holder’s election, which shall be set forth in the relevant Exercise Notice, either:

(i)the net cash proceeds received by the Holder in connection with the sale by the Holder in an arms-length transaction to an unaffiliated third party of the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that the Holder received in connection with such Reorganization Event in respect of one ADS (such kind and amount of Reference Property per ADS, a “Unit of Reference Property”); or

(ii)a Unit of Reference Property.

In the event holders of the ADSs have the opportunity to elect the form of consideration to be received in a Reorganization Event, the type and amount of consideration to be delivered upon exercise of a Put Option hereunder, or sold by the Holder in an arms length transaction as described in clause ‎(i) above, from and after the effective time of such Reorganization Event shall be deemed to be the t ypes and amounts of consideration actually received by the Holder in such Reorganization Event in respect of the Holder’s ADSs.

(b)Upon the issuance, dividend or distribution of any non-Cash Reference Property for which the Holder has elected to sell such Reference Property and deliver the net cash proceeds to Seller in accordance with clause (a)(i) above, the Holder agrees (x) to use commercially reasonable efforts to sell promptly such Reference Property in an arms-length transaction to one or more unaffiliated third parties (which shall include the Seller) and (y) prior to consummating any sale of such Reference Property to any unaffiliated third party other than the Seller, to gra nt the Seller a right of first refusal, exercisable for five Trading Days, in respect of any proposed sale of such Distributed Property to any unaffiliated third party other than the Seller (other than any sale of such Reference Property on an exchange or recognized market at the then-current market price for such Reference Property on such exchange or recognized market), at a price equal to the proposed sale price.  Upon the consummation of the sale of such Reference Property to any unaffiliated third party other than the Seller, Holder shall

11

promptly notify the Seller of such sale and the corresponding net cash proceeds therefrom.

(c)At any time from, and including, the effective time of a Reorganization Event, the Full Physical Share Amount per Put Option shall be equal to a single Unit of Reference Property (or, if the Holder elects to sell the Reference Property pursuant to clause (a)‎(i) above, the net cash proceeds received per Unit of Reference Property in such sale).

(d)The above provisions of this ‎Section 4.05 shall similarly apply to successive Reorganization Events.

(e)If this ‎Section 4.05 applies to any event or occurrence, no other provision of this ‎Article 4 shall apply to such event or occurrence.

Section 4.06.  Common Stock Outstanding. For the purposes of this ‎Article 4, the number of shares of Common Stock at any time outstanding shall not include shares held, directly or indirectly, by the Issuer, but shall include shares issuable in respect of scrip certificates issued in lieu of fractions of shares of Common Stock.

Section 4.07.  Seller’s Determinations Final.  The Seller shall be responsible for making all calculations called for under this Put Option Agreement. These calculations include, but are not limited to, the Exercise Date, the Exercise Price, the Number of Put Options and the number of ADSs or Units of Reference Property, if any, to be delivered upon exercise of the Number of Put Options.

Section 4.08.  Notice of Adjustments.  Whenever the Exercise Price or the Number of Put Options is adjusted pursuant to this ‎Article 4, the Seller shall promptly mail to the Holder a notice of the adjustment.

ARTICLE 5

Other Provisions Relating to Rights of Holder

Section 5.01.  Amendments.  No amendment, modification or waiver in respect of this Put Option Agreement will be effective unless in writing (including a writing evidenced by a facsimile transmission) and executed by each of the parties or confirmed by an exchange of telexes or electronic messages on an electronic messaging system.

12

ARTICLE 6

Representations, Warranties and Covenants of the Seller

The Seller hereby represents and warrants to the Purchaser that:

Section 6.01.  Organization and Existence.  The Seller is a corporation (sociedad anónima) duly organized and validly existing under the laws of the Kingdom of Spain.

Section 6.02.  Authorization.  The execution, delivery and performance by the Seller of this Put Option Agreement and the consummation by the Seller of the transactions contemplated hereby are within the powers of the Seller and have been duly authorized by all necessary action on the part of the Seller.  This Put Option Agreement constitutes the valid and binding agreement of the Seller, enforceable against the Seller in accordance with its terms.

Section 6.03.  Governmental and Court Authorization.  The execution, delivery and performance by the Seller of this Put Option Agreement and the consummation by the Seller of the transactions contemplated hereby require no action by, or in respect of, or consent, approval or authorization of, or filing, registration or qualification with, any Governmental Body.

Section 6.04.  Non-contravention.  The execution, delivery and performance by the Seller of this Put Option Agreement do not and shall not (i) contravene or conflict with the articles of incorporation, bylaws or other organizational document binding on the Seller, (ii) contravene or conflict with or constitute a violation of any Applicable Law binding upon or applicable to the Seller or (iii) require any consent, approval or other action by any Person or constitute a default under or give rise to any right of termination, cancellation or acceleration of any right or obligation of the Seller or to a loss of any benefit to which the Seller is entitled under any agreement, contract, indenture, lease or other instrument binding upon the Seller or any license, franchise, permit or other similar authorization held by the Seller.

ARTICLE 7

Representations and Warranties of The Purchaser

Section 7.01.  Private Placement.  The Purchaser hereby represents and warrants to and agrees with the Seller that:

(a)The offer and sale of the Put Options has not been registered under the Securities Act;

13

(b)It is a “qualified institutional buyer” as defined in Rule 144A (a “QIB”) under the Securities Act;

(c)It is acquiring the Put Options for its own account or for one or more accounts (each of which is a QIB and as to each of which it exercises sole investment discretion and for each of which it has full power to make the acknowledgments, representations and agreements herein) and not with a view to, or for sale in connection with, any public resale or distribution thereof;

(d)It understands that no offering circular or prospectus will be provided or prepared in connection with the offer and sale of the Put Options;

(e)It has conducted its own investigation of the Put Options and the Seller and the Seller has not made any representation to it, express or implied, with respect to the Put Options or the Seller.  It has received and reviewed all financial and other information that it believes is necessary or appropriate in connection with its decision to purchase the Put Options;

(f)It represents that it has such knowledge and experience in financial and business matters (including investments in unregistered equity securities of non-U.S. issuers) as to enable it to evaluate the merits and risk of its investment in the Put Options and that it and any accounts for which it is acting is able to bear the economic risk of investing in and holding such Put Options; and

(g)It understands that the Put Options are being offered in a transaction not involving any public offering in the United States within the meaning of the Securities Act.

Section 7.02.  Organization and Existence.  The Purchaser hereby represents and warrants that it is a Common Trust Fund duly organized, validly existing and in good standing under the laws of California.

Section 7.03. Authorization.  The Purchaser hereby represents and warrants that the execution, delivery and performance by the Purchaser of this Put Option Agreement and the consummation by the Purchaser of the transactions contemplated hereby are within its powers and have been duly authorized by all necessary action on its part.  This Put Option Agreement constitutes a valid and binding agreement enforceable against the Purchaser in accordance with its terms.

Section 7.04. Governmental and Court Authorization.  The Purchaser hereby represents and warrants that the execution, delivery and performance by the Purchaser of this Put Option Agreement and the consummation by the Purchaser of the transactions contemplated hereby require no action by, or in respect of, or consent, approval or authorization of, or filing, registration or qualification with, any Governmental Body.

14

Section 7.05.  Non-contravention.  The Purchaser hereby represents and warrants that the execution, delivery and performance by the Purchaser of this Put Option Agreement do not and shall not (i) contravene or conflict with the articles of incorporation, bylaws or other organizational document binding on the Purchaser, (ii) contravene or conflict with or constitute a violation of any Applicable Law binding upon or applicable to the Purchaser or (iii) require any consent, approval or other action by any Person or constitute a default under or give rise to any right of termination, cancellation or acceleration of any right or obligation of the Purchaser or to a loss of any benefit to which the Purchaser is entitled under any agreement, contract, indenture, lease or other instrument binding upon the Purchaser or any license, franchise, permit or other similar authorization held by the Purchaser.

Section 7.06.  Title to the ADSs.  The Holder has valid title to the ADSs to be delivered upon exercise of the Number of Put Options under this Put Option Agreement, free and clear of all security interests, claims, liens, equities or other encumbrances.

ARTICLE 8

Other Matters

Section 8.01.  Payment of Certain Taxes.  (a) The Seller shall pay any and all documentary, stamp or similar issue or transfer taxes that may be payable upon the initial issuance of the Put Options hereunder.

(b)The Holder shall pay any and all documentary, stamp or similar issue or transfer taxes that may be payable upon the delivery of ADSs upon the exercise of Put Options hereunder and the transfer of American Depositary Receipts in respect thereof in the name of, or in such name as may be directed by, the Seller.

Section 8.02.  Notices.  All notices, requests and other communications to any party hereunder shall be in writing (including facsimile transmission) and shall be given:

if to the Seller, to:

Repsol YPF S.A.

Paseo de la Castellana 278-280

28046 Madrid (Spain)

Att: Corporate Director Finance

Facsimile No.: + 34 90 255 51 34

15

with copies (which shall not constitute notice) to:

Repsol YPF S.A.

Paseo de la Castellana 278-280

28046 Madrid (Spain)

Att: Corporate Director Legal Services

Facsimile No.: + 34 91 348 40 86

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, NY 10017

Att:  Nicholas A. Kronfeld

Facsimile No.: + 1 (212) 450-5950

if to the Purchaser or Holder, to:

Capital International, Inc.

333 South Hope Street

Los Angeles, CA 90071

Attn:  Legal

Facsimile No.: + 1-213-486-9034

or such other address or facsimile number as such party may hereafter specify for the purpose by notice to the other party hereto.  All such notices, requests and other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to 5:00 p.m. in the place of receipt and such day is a Business Day in the place of receipt.  Otherwise, any such notice, request or communication shall be deemed not to have been received until the next succeeding Business Day in the place of receipt.

Section 8.03.  Governing Law.  This Put Option Agreement shall be construed in accordance with and governed by the internal law of the State of New York, without regard to the conflicts of law rules of such state.

Section 8.04.  Jurisdiction.  Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Put Option Agreement or the transactions contemplated hereby may be brought against any of the parties in any United States District Court for the Southern District of New York or any New York State court sitting in New York City, so long as one of such courts shall have subject matter jurisdiction over such suit, action or proceeding, and that any cause of action arising out of this Put Option Agreement shall be deemed to have arisen from a transaction of busi ness in the State of New York, and each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted

16

by law, any objection it may now have or hereafter have to venue laid therein or that any such suit, action or proceeding which is brought in such court has been brought in an inconvenient forum.  Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court.  Without limiting the foregoing, each party agrees that service of process on such party as provided in ‎Section 8.02 shall be deemed effective service of process on such party.

Section 8.05.  WAIVER OF JURY TRIAL.  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS PUT OPTION AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 8.06.  Entire Agreement; Third-Party Beneficiaries.  This Put Option Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings and negotiations, both written and oral, between the parties with respect to the subject matter of this Put Option Agreement.  No representation, inducement, promise, understanding, condition or warranty of either party hereto not set forth herein has been made or relied upon by any party hereto.  Neither this Put Option Agreement nor any provision hereof is intended to co nfer upon any Person other than the parties hereto any rights or remedies hereunder.

Section 8.07.  Captions.  The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof.

Section 8.08.  Counterparts; Effectiveness.  This Put Option Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.  This Agreement shall become effective when each party hereto shall have received a counterpart hereof signed by the other party hereto.

Section 8.09.  Severability.  If any term, provision, covenant or restriction of this Put Option Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Put Option Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.  Upon such a determination, the parties shall negotiate in good faith to modify this Put Option Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner so that the tr ansactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

17

IN WITNESS WHEREOF, this Put Option Agreement has been duly executed by the parties hereto as of the day and year first above written.

Repsol YPF, S.A.
By:	/s/ Fernando Ramírez Mazarredo
	Name: Fernando Ramírez Mazarredo
	Title: Chief Financial Officer

Capital Guardian Emerging Markets Equity Fund for Tax-Exempt Trusts,
	as Purchaser and Holder

By: Capital International, Inc.

By:	/s/ Mark E. Brubaker
	Name: Mark E. Brubaker
	Title: Senior Vice President

18

EXHIBIT A

[FORM OF EXERCISE NOTICE]

Repsol YPF S.A.

Paseo de la Castellana 278-280

28046 Madrid (Spain)

Att: Corporate Director Finance

The undersigned (the “Holder”) hereby irrevocably exercises ______________ Put Options (the “Exercised Put Options”).

The Holder hereby confirms that it will, prior to 11:00 a.m., New York City time, on the Settlement Date, cause to be delivered to the Seller the Full Physical Share Amount for each of the Exercised Put Options together with, if applicable, any dividends or distributions (or payments in respect thereof) as set forth in ‎Section 4.03.

[In connection with the distribution of [insert description of Distributed Property of the type described in clause (ii), clause (iii) or clause (iv) of ‎Section 4.03]] on [              , 2011], the Holder hereby elects to:

o    pay to the Seller, on the Settlement Date the net cash proceeds received by the Holder in connection with the sale by the Holder in an arms-length transaction to an unaffiliated third party of the Units of Reference Property underlying the number of Exercised Put Options.

o    deliver to the Seller, on the Settlement Date, the Units of Reference Property underlying the number of Exercised Put Options.]1

[In connection with the Reorganization Event that occurred on [              , 2011], the Holder hereby elects to:

o    pay to the Seller, on the Settlement Date the net cash proceeds received by the Holder in connection with the sale by the Holder in an arms-length transaction to an unaffiliated third party of an amount of Distributed Property distributed in respect of the number of ADSs underlying the Exercised Put Options.

___________________

1 Insert if Distributed Property other than Cash is distributed during the Recapture Period.

A-1

o    deliver to the Seller, on the Settlement Date, the amount of Distributed Property distributed in respect of the number of ADSs underlying the number of Exercised Put Options, as well as any dividends or distributions on such Distributed Property for which the relevant record date occurs in the Recapture Period (including, for the avoidance of doubt, interest payments on debt securities for which the relevant record date occurs in the Recapture Period and principal payments on debt securities for which the relevant maturity occurs in the Recapture Period).]2

[In connection with the distribution of [              ] by the Issuer on the Common Stock for which the Record Date occurred on [               , 2011] but for which the Holder has not [received such Distributed Property as of the date hereof][sold such Distributed Property as of the date hereof], the Holder hereby elects in accordance with ‎ ;Section 4.03 to defer delivery of such [distribution][ payment] until the third Trading Day immediately following [receipt by the Holder of such Distributed Property][the sale of such Distributed Property].]

The Holder hereby directs the Seller to pay the Exercise Price for each of the Exercised Put Options by federal wire transfer as follows:

SWIFT: [               ]

ABA: [                     ]

Acct No: [               ]

Acct Name: [               ]

Trade Ref::  [               ]

Dated: ______________________ Capital Guardian Emerging Markets Equity Fund for Tax-Exempt Trusts

By:
	Authorized Signature
	Address:
	Telephone:

___________________

2 Insert if Reorganization Event occurs during the term of the Put Option.

A-2

EX-99.12 13 dp20483_ex9912.htm EXHIBIT 99.12

Exhibit 99.12

EXECUTION VERSION

PUT OPTION AGREEMENT

dated as of December 23, 2010

between

Repsol YPF, S.A.

as Seller

and

Emerging Markets Growth Fund, Inc.

as Purchaser

TABLE OF CONTENTS

Page

ARTICLE 1
Definitions
Section 1.01.	Certain Definitions	1
ARTICLE 2
Issuance, Execution and Transfer of Put Options
Section 2.01.	Purchase and Sale	4
Section 2.02.	Issuance of Put Options	5
Section 2.03.	Limitations on Transfer	5
ARTICLE 3
Exercise and Settlement of Put Options
Section 3.01.	Exercise of Put Options	5
Section 3.02.	Settlement of Put Options	5
Section 3.03.	Delivery of ADSs	6
Section 3.04.	No Fractional ADSs to Be Delivered	6
Section 3.05.	Calculations Determined by Seller	6
ARTICLE 4
Adjustments
Section 4.01.	Adjustments to Exercise Price	6
Section 4.02.	Adjustments to Number of Put Options	8
Section 4.03.	Pass-Through of Dividends and Distributions.	9
Section 4.04.	Restrictions on Adjustments	10
Section 4.05.	Recapitalizations, Reclassifications and Other Changes	10
Section 4.06.	Common Stock Outstanding.	12
Section 4.07.	Seller’s Determinations Final	12
Section 4.08.	Notice of Adjustments	12
ARTICLE 5
Other Provisions Relating to Rights of Holder
Section 5.01.	Amendments	12

i

ARTICLE 6
Representations, Warranties and Covenants of the Seller
Section 6.01.	Organization and Existence	13
Section 6.02.	Authorization	13
Section 6.03.	Governmental and Court Authorization	13
Section 6.04.	Non-contravention	13
ARTICLE 7
Representations and Warranties of The Purchaser
Section 7.01.	Private Placement	13
Section 7.02.	Organization and Existence	14
Section 7.03.	Authorization	14
Section 7.04.	Governmental and Court Authorization	14
Section 7.05.	Non-contravention	15
Section 7.06.	Title to the ADSs	15
ARTICLE 8
Other Matters
Section 8.01.	Payment of Certain Taxes	15
Section 8.02.	Notices	15
Section 8.03.	Governing Law	16
Section 8.04.	Jurisdiction	16
Section 8.05.	Captions	17
Section 8.08.	Counterparts; Effectiveness	17
Section 8.09.	Severability	17
EXHIBIT A	FORM OF EXERCISE NOTICE	A-1

ii

PUT OPTION AGREEMENT

This Put Option Agreement dated as of December 23, 2010 is between REPSOL YPF, S.A., a corporation organized under the laws of the Kingdom of Spain (the “Seller”), and Emerging Markets Growth Fund, Inc., (the “Purchaser”).

WITNESSETH THAT:

WHEREAS, pursuant to a Stock Purchase Agreement dated as of December 22, 2010, Seller has agreed to sell and Purchaser has agreed to purchase from Seller 3,811,590 ADSs (as defined below);

WHEREAS, in connection with such sale and purchase, Purchaser, and each Permitted Transferee, (collectively, the “Purchasers”) collectively desire to purchase from Seller and Seller desires to sell to Purchasers, in the aggregate, a Number of Put Options necessary to reduce the total number of ADSs purchased from Seller by Purchasers to no more than 15% of the Free Float of the ADSs, determined as of the Trading Day immediately preceding the Determination Date;

NOW THEREFORE in consideration of the mutual agreements herein contained, the Seller and the Purchaser agree as follows:

ARTICLE 1

Definitions

Section 1.01.  Certain Definitions.  As used in this Put Option Agreement, the following terms shall have their respective meanings set forth below:

“$” refers to such coin or currency of the United States as at any time of payment is legal tender for the payment of public and private debts.

“ADS” means American Depositary Shares of the Issuer evidenced by American Depositary Receipts and issued pursuant to the Deposit Agreement.

“Affiliate” means a Person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the Issuer.

“Applicable Law” means, with respect to any Person, any federal, state or local law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, order, injunction, judgment, decree, ruling or other similar requirement enacted, adopted, promulgated or applied by a Governmental Body that is binding upon or applicable to such Person, as amended unless expressly specified otherwise.

1

“Board of Directors” means the board of directors of the Seller or any committee of such board of directors duly authorized to exercise the power of such board of directors with respect to the matters provided for in this Put Option Agreement as to which the board of directors is authorized or required to act.

“Business Day” means a day, other than Saturday, Sunday or other day on which commercial banks in New York, New York or Madrid, Spain or Buenos Aires, Argentina are authorized or required by Applicable Law to close.

“Capital Stock” means any and all shares, interests, participations or other equivalents (however designated) of capital stock of the Issuer and all warrants or options to acquire such capital stock.

“Cash” means such coin or currency of the United States as at any time of payment is legal tender for the payment of public and private debts.

“Close of Business” means 5:00 p.m. New York City time.

“Common Stock” means Class D Common Stock, par value 10 Argentinian pesos per share, of the Issuer, subject to ‎Section 4.05.

“Deposit Agreement” means the Amended and Restated Deposit Agreement dated as of November 13, 2009 between the Issuer and Depositary (as the same may be amended, restated or replaced from time to time).

“Depositary” The Bank of New York Mellon, acting as depositary under the Deposit Agreement (and any successor or replacement thereto).

“Determination Date” means December 22, 2011.

“Distributed Property” has the meaning set forth in ‎Section 4.03.

“Exercise Date” has the meaning set forth in ‎Section 3.01.

“Exercise Notice” means, for any Put Option, the exercise notice substantially in the form set forth in Exhibit A hereto.

“Exercise Price” means initially $39.00 per Put Option, subject to adjustment pursuant to ‎Article 4.

“Expiration Date” means, for any Put Option, January 23, 2012, regardless of whether such date is a Trading Day.

“Free Float” means the aggregate number of shares of Common Stock (including shares of Common Stock underlying ADSs) held by non-Affiliates of

2

the Issuer and eligible for resale (in the case of shares of Common Stock, upon conversion into ADSs) without restriction on the New York Stock Exchange.

“Full Physical Share Amount” has the meaning set forth in ‎Section 3.02.

“Governmental Body” means any governmental body, agency or official of any country or political subdivision of any country, including any federal, national, supranational, state, provincial, local or other government, governmental, regulatory or administrative authority (including any self-regulatory organization), agency or commission or any court, tribunal, or judicial or arbitral body.

“Holder” means the Purchaser.

“Issuer” means YPF Sociedad Anónima.

“Number of Put Options” means 3,811,590; provided that the Number of Put Options shall be reduced, as of the Trading Day prior to the Determination Date, by 8.919% of the Free Float as of the Trading Day prior to the Determination Date, rounded up to the nearest whole number; provided further that if such reduction results in a negative number, the Number of Put Options will be deemed to be zero.  T he Number of Put Options shall be subject to adjustment pursuant to ‎Section 4.02.

“Open of Business” means 9:00 a.m., New York City time.

“Permitted Transferee” means each of Capital Guardian Emerging Markets Equity DC Master Fund, Capital International Emerging Markets Fund, Capital Guardian Emerging Markets Equity Fund for Tax-Exempt Trusts, Capital Guardian Emerging Markets Equity Master Fund, Capital Guardian Emerging Markets Restricted Equity Fund for Tax-Exempt Trusts, Capital International Emerging Markets Total Opportunities, Capital Guardian Emerging Markets Total Opportunities Master Fund and Capital Guardian Emerging Markets Total Opportunities Fund for Tax-Exempt Trusts.

“Person” means an individual, partnership, firm, corporation, business trust, joint stock company, trust, unincorporated association, joint venture, governmental authority or other entity of whatever nature.

“Put Option” means a Put Option of the Seller exercisable for one ADS of the Issuer, subject to adjustment as provided herein, and issued pursuant to this Put Option Agreement with the terms, conditions and rights set forth in this Put Option Agreement.

“Recapture Period” has the meaning set forth in ‎Section 4.03.

3

“Record Date” means, with respect to any dividend, distribution or other transaction or event in which the holders of ADSs have the right to receive any Cash, securities or other property or in which ADSs (or other applicable security) is exchanged for or converted into any combination of Cash, securities or other property, the date fixed for determination of holders of ADSs entitled to receive such Cash, securities or other property (whether such date is fixed by the Board of Directors or by statute, contract or otherwise).

“Reference Property” has the meaning set forth in ‎Section 4.05.

“Reorganization Event” has the meaning set forth in ‎Section 4.05.

“SEC” means Securities and Exchange Commission of the United States.

“Securities Act” means the Securities Act of 1933, as amended.

“Settlement Date” means, in respect of a Put Option that is exercised hereunder, the third Trading Day immediately following the Exercise Date.

“Stock Purchase Agreement” means the Stock Purchase Agreement dated as of December 22, 2010 between the Seller and the Purchaser.

“Trading Day” means (i) if the applicable security is listed on the New York Stock Exchange, a day on which trades may be made thereon or (ii) if the applicable security is listed or admitted for trading on the American Stock Exchange, the NASDAQ Global Select Market, the NASDAQ Global Market or other national securities exchange or market, a day on which the American Stock Exchange, the NASDAQ Global Select Market, the NASDAQ Global Market or such other national securities exchange or market is open for business or (iii) if the applicable security is not so listed, admitted for trading or quoted, any Business Day in New York City, New York.

“Unit of Reference Property” has the meaning set forth in ‎Section 4.05.

ARTICLE 2

Issuance, Execution and Transfer of Put Options

Section 2.01.  Purchase and Sale.  Upon the terms and subject to the conditions of this Put Option Agreement, the Seller agrees to sell to the Purchaser, and the Purchaser agrees to purchase from the Seller, the Number of Put Options in consideration for Purchaser’s agreement to purchase all of the ADSs to be purchased pursuant to the Stock Purchase Agreement.

4

Section 2.02. Issuance of Put Options.  The Number of Put Options issued hereunder shall be represented by this Put Option Agreement.  The issue date of the Put Options shall be the date of the Closing (as defined in the Stock Purchase Agreement). The Put Options issued to the Purchaser at the Closing shall be the only Put Options issued or outstanding under this Put Option Agreement. All Put Options issued under this Put Option Agreement shall in all respects be equally and ratably entitled to the benefits hereof, without preference, priority, or distinction.

Section 2.03.  Limitations on Transfer.Except as set forth in the immediately succeeding sentence, neither this Put Option Agreement, the Put Options evidenced hereby nor any interest or obligation in or under this Put Option Agreement may be directly or indirectly transferred, assigned or otherwise disposed of (whether by way of security or otherwise) by the Purchaser without the prior written consent of the Seller. The Purchaser shall be permitted to transfer or assign the Put Options evidenced hereby and its interests an d obligations under this Put Option Agreement to any Permitted Transferee.  In connection with any transfer or assignment pursuant to the immediately preceding sentence, the Purchaser shall give the Seller prompt written notice of such transfer or assignment, the number of Put Options that have been transferred or assigned and the identity of the relevant transferee or assignee.

ARTICLE 3

Exercise and Settlement of Put Options

Section 3.01.  Exercise of Put Options.During the period beginning at the Open of Business on the Determination Date and ending at the Close of Business on the Expiration Date, the Holder shall be entitled to exercise, in accordance with this ‎Article 3, the full Number of Put Options or any portion thereof (which shall not include any fractional Put Options) by delivering a duly completed and executed Exercise Notice to the Seller; provided that the Holder shall not be entitled to deliver more than one Exercise Notice to the Seller.  Any Put Options not exercised prior to the Close of Business on the Expiration Date shall expire unexercised. The date on which the Holder complies with the requirements for exercise set forth in this ‎Section 3.01 in respect of one or more Put Options is the “Exercise Date” for such Put Options.  However, if such date is not a Trading Day or the Holder satisfies such requirements after the Close of Business on a Trading Day, then the Exercise Date shall be the immediately succeeding Trading Day.  The Seller shall notify the Holder, not later than the Open of Business on the Determination Date of the Number of Put Options.

Section 3.02.  Settlement of Put Options.  For each Put Option exercised hereunder, (i) prior to 11:00 a.m., New York City time, on the Settlement Date, the Holder shall cause to be delivered to the Seller one ADS (the “Full Physical

5

Share Amount”) together with, if applicable, any dividends or distributions (or payments in respect thereof) as set forth in ‎Section 4.03, and (ii) on the Settlement Date, following rece ipt by the Holder of such amounts as set forth in clause ‎(i) above, the Seller shall pay the Exercise Price (determined as of such Exercise Date), by federal wire or other immediately available funds payable to the order of the Holder and notified to the Seller in accordance with ‎Section 8.02.

Section 3.03.  Delivery of ADSs.  (a) In connection with the exercise of any Put Options pursuant to ‎Section 3.02, the Holder shall deliver to the Seller a number of ADSs equal to the Number of Put Options that the Holder so exercises.

(b)The Seller shall for all purposes be deemed to have become the holder of record of any ADSs delivered upon exercise of the Put Options represented by this Put Option Agreement as of the Close of Business on the later of the Exercise Date and the date of payment by the Seller of the Exercise Price in accordance with ‎Section 3.02.  However, if any such date is a date when the ADS transfer books of the Depositary are closed, the Seller shall be deemed to have become the holder of such ADSs at the Close of Business on the next succeeding date on which the ADS transfer books of the Depositary are open.

Section 3.04.  No Fractional ADSs to Be Delivered.(a) Notwithstanding anything to the contrary in this Put Option Agreement, the Holder shall not be required to deliver any fraction of an ADS upon exercise of any Put Options.

(b)The Seller hereby expressly waives its right to receive any fraction of an ADS or a receipt representing a fraction of an ADS.

Section 3.05.  Calculations Determined by Seller.The Seller shall be responsible for performing all calculations required in connection with the exercise and settlement of the Put Options and the delivery of ADSs as described in this ‎Article 3.  In connection therewith, the Seller shall provide prompt written notice to the Holder of the number of ADSs deliverable upon exercise and settlement of the Put Options.

ARTICLE 4

Adjustments

Section 4.01.  Adjustments to Exercise Price.  The Exercise Price for the Put Options shall be subject to adjustment (without duplication) upon the occurrence of any of the following events:

(a)(i) The issuance of Common Stock as a dividend or distribution to all holders of Common Stock, or a subdivision or combination of Common Stock,

6

in which event the Exercise Price shall be adjusted based on the following formula:

where:

EP0 = the Exercise Price in effect immediately prior to the Close of Business on the Record Date for such dividend or distribution, or immediately prior to the Open of Business on the effective date for such subdivision or combination, as the case may be;

EP1 = the Exercise Price in effect immediately after the Close of Business on the Record Date for such dividend or distribution, or immediately after the Open of Business on the effective date for such subdivision or combination, as the case may be;

OS0 = the number of shares of Common Stock outstanding immediately prior to the Close of Business on the Record Date for such dividend or distribution, or immediately prior to the Open of Business on the effective date for such subdivision or combination, as the case may be;

OS1 = the number of shares of Common Stock that would be outstanding immediately after, and solely as a result of, such dividend, distribution, subdivision or combination;

ADS0 = the number of shares of Common Stock represented by an ADS immediately prior to the Close of Business on the Record Date for such dividend or distribution, or immediately prior to the Open of Business on the effective date for such subdivision or combination, as the case may be; and

ADS1 = the number of shares of Common Stock represented by an ADS immediately after giving effect to such dividend, distribution, subdivision or combination, as the case may be.

Such adjustment shall become effective immediately after the Close of Business on the Record Date for such dividend or distribution, or immediately after the Open of Business on the effective date for such subdivision or

7

combination, as the case may be. If any dividend or distribution of the type described in this ‎Section 4.01(a) is declared but not so paid or made, the Exercise Price shall again be adjusted to the Exercise Price that would then be in effect if such dividend or distribution had not been declared or announced, as the case may be.

(ii)In the event of (A) any subdivision or split of the outstanding ADSs, (B) any distribution of additional ADSs to holders of ADSs, or (C) any combination of the outstanding ADSs into a smaller number of ADSs, the Seller shall adjust the Exercise Price (and shall make a corresponding adjustment to the Number of Put Options pursuant to ‎Section 4.02) in effect immediately before the event triggering the adjustment so that the Seller will be entitled to receive, upon the Holder’s exercise of the Put Options issued hereunder, the number of ADSs that the Seller would have been entitled to receive upon the Holder’s exercise immediately following this event had the Put Options issued hereunder been exercised for the underlying ADS immediately before this event or any record date with respect to it.

(b)If the Common Stock ceases to be represented by American Depositary Receipts issued under a depositary receipt program sponsored by the Issuer, or the ADSs cease to be listed on the New York Stock Exchange (and are not at that time listed on another United States national securities exchange), all references in this Put Option Agreement to the ADSs relative to the terms of the Put Options shall be deemed to have been replaced by a reference to the number of shares of Common Stock represented by an ADS on the date the Common Stock ceases to be represented by American Depositary Receipts issued under a depositary receipt program sponsored b y the Issuer or on the last day on which the ADSs were traded on the New York Stock Exchange (or another United States national securities exchange), as the case may be, as adjusted, pursuant to the adjustment provisions of this Put Option Agreement, for any other property the ADSs represented as if the other property had been distributed to holders of the ADSs on that day.

Section 4.02.  Adjustments to Number of Put Options.  Concurrently with any adjustment to the Exercise Price under ‎Section 4.01, the Number of Put Options shall be adjusted such that the Number of Put Options in effect immediately following the effectiveness of such adjustment will be equal to the Number of Put Options in effect immediately prior to such adjustment, multiplied by a fraction, (i) the numerator of which is the Exercise Price in effect immediately prior to such adjustment and (ii) the denominator of which is the Exercise Price in effect immediately following such adjustment, rounded up to the nearest whole number.

8

Section 4.03. Pass-Through of Dividends and Distributions. If an issuance, dividend or other distribution is made to all holders of ADSs of any (i) Cash dividends or distributions, (ii) distributions of any rights or warrants to purchase Common Stock or other securities or assets of the Issuer, (iii) distributions of shares of the Issuer’s Capital Stock (other than Common Stock) or (iv) evidences of the Issuer’s indebtedness (clauses (i) through (iv), collectively, the “Distributed Property”), in each case, for which the Record Date for such issuance, dividend or distribution occurs during the period (the “Recapture Period”) from, and including, the date hereof and to, but excluding, the date on which the Seller becomes the holder of record of any ADSs delivered upon exercise of the Put Options represented by this Put Option Agreement pursuant to  ‎Section 3.03(b), then upon exercise of any Put Options hereunder, the Holder shall, in the case of any Distributed Property described in clause (i) above, pay to the Seller, on the Settlement Date the amount of Cash paid in respect of the numbe r of ADSs underlying the number of Put Options exercised by the Holder, and in the case of any Distributed Property described in clause (ii), clause (iii) or clause (iv) above, at Holder’s election, which shall be set forth in the relevant Exercise Notice, either:

(a)pay to the Seller, on the Settlement Date the net cash proceeds received by the Holder in connection with the sale by the Holder in an arms-length transaction to an unaffiliated third party of an amount of Distributed Property distributed in respect of the number of ADSs underlying the number of Put Options exercised; or

(b)deliver to the Seller, on the Settlement Date, the amount of Distributed Property distributed in respect of the number of ADSs underlying the number of Put Options so exercised by the Holder, as well as any dividends or distributions on such Distributed Property for which the relevant record date occurs in the Recapture Period (including, for the avoidance of doubt, interest payments on debt securities for which the relevant record date occurs in the Recapture Period and principal payments on debt securities for which the relevant maturity occurs in the Recapture Period).

Upon the issuance, dividend or distribution of any Distributed Property described in clause (ii), clause (iii) or clause (iv) above, for which the Record Date occurs during the Recapture Period and for which the Holder has elected to sell such Distributed Property and deliver the net cash proceeds to Seller in accordance with clause ‎(a) above, the Holder agrees (x) to use commercially reasonable efforts to sell promptly such Distributed Property in an arms-length transaction to one or more unaffiliated third parties (which shall include the Seller) and (y) prior to consummating any sale of such Distributed Property to any unaffiliated third party other than the Seller, to grant the Seller a right of first refusal, exercisable for five Trading Days, in respect of any proposed sale of such Distributed Property to any unaffiliated third party other than the Seller (other

9

than any sale of such Distributed Property on an exchange or recognized market at the then-current market price for such Distributed Property or such exchange or recognized market), at a price equal to the proposed sale price.  Upon the consummation of the sale of such Distributed Property to any unaffiliated third party other than the Seller, Holder shall promptly notify the Seller of such sale and the corresponding net cash proceeds therefrom.

Notwithstanding the foregoing, in connection with the issuance, dividend or distribution of any Distributed Property for which the Record Date occurs during the Recapture Period, if the Holder has not received any such Distributed Property as of the Settlement Date or if the Holder has elected to sell such Distributed Property in accordance with clause ‎(a) above and h as not sold such Distributed Property as of the Settlement Date, then the Holder may elect in respect of any Put Options exercised hereunder to defer payment or delivery, as the case may be, of such issuance, dividend or distribution or, if the Holder has elected to sell such Distributed Property, the net cash proceeds received by the Holder in connection with the sale of such Distributed Property in accordance with clause ‎(a) above, in each case, until the third Trading Day immediately following receipt by the Holder of such Distributed Property or, if the Holder has elected to sell such Distributed Property in a ccordance with clause ‎(a) above, the third Trading Day immediately following the sale of such Distributed Property.

Section 4.04.  Restrictions on Adjustments.  (a) Except in accordance with ‎Section 4.01 and ‎Section 4.02, the Exercise Price and the Number of Put Options will not be adjusted for the issuance of Common Stock or ADSs, for any dividend or distribution in respect of the Common Stock or ADSs or any other transaction or event relating to or affecting the Common Stock or ADSs.

(b)No adjustment shall be made to the Exercise Price, nor will any corresponding adjustment be made to the Number of Put Options, unless the adjustment would result in a change of at least 1% of the Exercise Price.

Section 4.05.  Recapitalizations, Reclassifications and Other Changes.(a)If any of the following events occur:

(i)any recapitalization;

(ii)any reclassification or change of the outstanding shares of Common Stock (other than changes resulting from a subdivision or combination to which ‎Section 4.01(a) applies);

(iii)any consolidation, merger or combination involving the Issuer;

10

(iv)any sale or conveyance to a third party of all or substantially all of the Issuer’s assets; or

(v)any statutory share exchange,

(each such event a “Reorganization Event”), in each case as a result of which the Common Stock would be converted into, or exchanged for, stock, other securities, other property or assets (including cash or any combination thereof) (the “Reference Property”), then, following the effective time of the transaction, the Holder’s obligation to deliver ADSs upon exercise of a Put Option shall be changed to an obligation to pay or deliver, at Holder’s election, which shall be set forth in the relevant Exercise Notice, either:

(i)the net cash proceeds received by the Holder in connection with the sale by the Holder in an arms-length transaction to an unaffiliated third party of the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that the Holder received in connection with such Reorganization Event in respect of one ADS (such kind and amount of Reference Property per ADS, a “Unit of Reference Property”); or

(ii)a Unit of Reference Property.

In the event holders of the ADSs have the opportunity to elect the form of consideration to be received in a Reorganization Event, the type and amount of consideration to be delivered upon exercise of a Put Option hereunder, or sold by the Holder in an arms length transaction as described in clause ‎(i) above, from and after the effective time of such Reorganization Event shall be deemed to be the t ypes and amounts of consideration actually received by the Holder in such Reorganization Event in respect of the Holder’s ADSs.

(b)Upon the issuance, dividend or distribution of any non-Cash Reference Property for which the Holder has elected to sell such Reference Property and deliver the net cash proceeds to Seller in accordance with clause (a)(i) above, the Holder agrees (x) to use commercially reasonable efforts to sell promptly such Reference Property in an arms-length transaction to one or more unaffiliated third parties (which shall include the Seller) and (y) prior to consummating any sale of such Reference Property to any unaffiliated third party other than the Seller, to gra nt the Seller a right of first refusal, exercisable for five Trading Days, in respect of any proposed sale of such Distributed Property to any unaffiliated third party other than the Seller (other than any sale of such Reference Property on an exchange or recognized market at the then-current market price for such Reference Property on such exchange or recognized market), at a price equal to the proposed sale price.  Upon the consummation of the sale of such Reference Property to any unaffiliated third party other than the Seller, Holder shall

11

promptly notify the Seller of such sale and the corresponding net cash proceeds therefrom.

(c)At any time from, and including, the effective time of a Reorganization Event, the Full Physical Share Amount per Put Option shall be equal to a single Unit of Reference Property (or, if the Holder elects to sell the Reference Property pursuant to clause (a)‎(i) above, the net cash proceeds received per Unit of Reference Property in such sale).

(d)The above provisions of this ‎Section 4.05 shall similarly apply to successive Reorganization Events.

(e)If this ‎Section 4.05 applies to any event or occurrence, no other provision of this ‎Article 4 shall apply to such event or occurrence.

Section 4.06.  Common Stock Outstanding. For the purposes of this ‎Article 4, the number of shares of Common Stock at any time outstanding shall not include shares held, directly or indirectly, by the Issuer, but shall include shares issuable in respect of scrip certificates issued in lieu of fractions of shares of Common Stock.

Section 4.07.  Seller’s Determinations Final.  The Seller shall be responsible for making all calculations called for under this Put Option Agreement. These calculations include, but are not limited to, the Exercise Date, the Exercise Price, the Number of Put Options and the number of ADSs or Units of Reference Property, if any, to be delivered upon exercise of the Number of Put Options.

Section 4.08.  Notice of Adjustments.  Whenever the Exercise Price or the Number of Put Options is adjusted pursuant to this ‎Article 4, the Seller shall promptly mail to the Holder a notice of the adjustment.

ARTICLE 5

Other Provisions Relating to Rights of Holder

Section 5.01.  Amendments.  No amendment, modification or waiver in respect of this Put Option Agreement will be effective unless in writing (including a writing evidenced by a facsimile transmission) and executed by each of the parties or confirmed by an exchange of telexes or electronic messages on an electronic messaging system.

12

ARTICLE 6

Representations, Warranties and Covenants of the Seller

The Seller hereby represents and warrants to the Purchaser that:

Section 6.01.  Organization and Existence.  The Seller is a corporation (sociedad anónima) duly organized and validly existing under the laws of the Kingdom of Spain.

Section 6.02.  Authorization.  The execution, delivery and performance by the Seller of this Put Option Agreement and the consummation by the Seller of the transactions contemplated hereby are within the powers of the Seller and have been duly authorized by all necessary action on the part of the Seller.  This Put Option Agreement constitutes the valid and binding agreement of the Seller, enforceable against the Seller in accordance with its terms.

Section 6.03.  Governmental and Court Authorization.  The execution, delivery and performance by the Seller of this Put Option Agreement and the consummation by the Seller of the transactions contemplated hereby require no action by, or in respect of, or consent, approval or authorization of, or filing, registration or qualification with, any Governmental Body.

Section 6.04.  Non-contravention.  The execution, delivery and performance by the Seller of this Put Option Agreement do not and shall not (i) contravene or conflict with the articles of incorporation, bylaws or other organizational document binding on the Seller, (ii) contravene or conflict with or constitute a violation of any Applicable Law binding upon or applicable to the Seller or (iii) require any consent, approval or other action by any Person or constitute a default under or give rise to any right of termination, cancellation or acceleration of any right or obligation of the Seller or to a loss of any benefit to which the Seller is entitled under any agreement, contract, indenture, lease or other instrument binding upon the Seller or any license, franchise, permit or other similar authorization held by the Seller.

ARTICLE 7

Representations and Warranties of The Purchaser

Section 7.01.  Private Placement.  The Purchaser hereby represents and warrants to and agrees with the Seller that:

(a)The offer and sale of the Put Options has not been registered under the Securities Act;

13

(b)It is a “qualified institutional buyer” as defined in Rule 144A (a “QIB”) under the Securities Act;

(c)It is acquiring the Put Options for its own account or for one or more accounts (each of which is a QIB and as to each of which it exercises sole investment discretion and for each of which it has full power to make the acknowledgments, representations and agreements herein) and not with a view to, or for sale in connection with, any public resale or distribution thereof;

(d)It understands that no offering circular or prospectus will be provided or prepared in connection with the offer and sale of the Put Options;

(e)It has conducted its own investigation of the Put Options and the Seller and the Seller has not made any representation to it, express or implied, with respect to the Put Options or the Seller.  It has received and reviewed all financial and other information that it believes is necessary or appropriate in connection with its decision to purchase the Put Options;

(f)It represents that it has such knowledge and experience in financial and business matters (including investments in unregistered equity securities of non-U.S. issuers) as to enable it to evaluate the merits and risk of its investment in the Put Options and that it and any accounts for which it is acting is able to bear the economic risk of investing in and holding such Put Options; and

(g)It understands that the Put Options are being offered in a transaction not involving any public offering in the United States within the meaning of the Securities Act.

Section 7.02.  Organization and Existence.  The Purchaser hereby represents and warrants that it is a Corporation duly organized, validly existing and in good standing under the laws of Maryland.

Section 7.03. Authorization.  The Purchaser hereby represents and warrants that the execution, delivery and performance by the Purchaser of this Put Option Agreement and the consummation by the Purchaser of the transactions contemplated hereby are within its powers and have been duly authorized by all necessary action on its part.  This Put Option Agreement constitutes a valid and binding agreement enforceable against the Purchaser in accordance with its terms.

Section 7.04. Governmental and Court Authorization.  The Purchaser hereby represents and warrants that the execution, delivery and performance by the Purchaser of this Put Option Agreement and the consummation by the Purchaser of the transactions contemplated hereby require no action by, or in respect of, or consent, approval or authorization of, or filing, registration or qualification with, any Governmental Body.

14

Section 7.05.  Non-contravention.  The Purchaser hereby represents and warrants that the execution, delivery and performance by the Purchaser of this Put Option Agreement do not and shall not (i) contravene or conflict with the articles of incorporation, bylaws or other organizational document binding on the Purchaser, (ii) contravene or conflict with or constitute a violation of any Applicable Law binding upon or applicable to the Purchaser or (iii) require any consent, approval or other action by any Person or constitute a default under or give rise to any right of termination, cancellation or acceleration of any right or obligation of the Purchaser or to a loss of any benefit to which the Purchaser is entitled under any agreement, contract, indenture, lease or other instrument binding upon the Purchaser or any license, franchise, permit or other similar authorization held by the Purchaser.

Section 7.06.  Title to the ADSs.  The Holder has valid title to the ADSs to be delivered upon exercise of the Number of Put Options under this Put Option Agreement, free and clear of all security interests, claims, liens, equities or other encumbrances.

ARTICLE 8

Other Matters

Section 8.01.  Payment of Certain Taxes.  (a) The Seller shall pay any and all documentary, stamp or similar issue or transfer taxes that may be payable upon the initial issuance of the Put Options hereunder.

(b)The Holder shall pay any and all documentary, stamp or similar issue or transfer taxes that may be payable upon the delivery of ADSs upon the exercise of Put Options hereunder and the transfer of American Depositary Receipts in respect thereof in the name of, or in such name as may be directed by, the Seller.

Section 8.02.  Notices.  All notices, requests and other communications to any party hereunder shall be in writing (including facsimile transmission) and shall be given:

if to the Seller, to:

Repsol YPF S.A.

Paseo de la Castellana 278-280

28046 Madrid (Spain)

Att: Corporate Director Finance

Facsimile No.: + 34 90 255 51 34

15

with copies (which shall not constitute notice) to:

Repsol YPF S.A.

Paseo de la Castellana 278-280

28046 Madrid (Spain)

Att: Corporate Director Legal Services

Facsimile No.: + 34 91 348 40 86

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, NY 10017

Att:  Nicholas A. Kronfeld

Facsimile No.: + 1 (212) 450-5950

if to the Purchaser or Holder, to:

Capital International, Inc.

333 South Hope Street

Los Angeles, CA 90071

Attn:  Legal

Facsimile No.: + 1-213-486-9034

or such other address or facsimile number as such party may hereafter specify for the purpose by notice to the other party hereto.  All such notices, requests and other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to 5:00 p.m. in the place of receipt and such day is a Business Day in the place of receipt.  Otherwise, any such notice, request or communication shall be deemed not to have been received until the next succeeding Business Day in the place of receipt.

Section 8.03.  Governing Law.  This Put Option Agreement shall be construed in accordance with and governed by the internal law of the State of New York, without regard to the conflicts of law rules of such state.

Section 8.04.  Jurisdiction.  Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Put Option Agreement or the transactions contemplated hereby may be brought against any of the parties in any United States District Court for the Southern District of New York or any New York State court sitting in New York City, so long as one of such courts shall have subject matter jurisdiction over such suit, action or proceeding, and that any cause of action arising out of this Put Option Agreement shall be deemed to have arisen from a transaction of busi ness in the State of New York, and each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted

16

by law, any objection it may now have or hereafter have to venue laid therein or that any such suit, action or proceeding which is brought in such court has been brought in an inconvenient forum.  Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court.  Without limiting the foregoing, each party agrees that service of process on such party as provided in ‎Section 8.02 shall be deemed effective service of process on such party.

Section 8.05.  WAIVER OF JURY TRIAL.  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS PUT OPTION AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 8.06.  Entire Agreement; Third-Party Beneficiaries.  This Put Option Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings and negotiations, both written and oral, between the parties with respect to the subject matter of this Put Option Agreement.  No representation, inducement, promise, understanding, condition or warranty of either party hereto not set forth herein has been made or relied upon by any party hereto.  Neither this Put Option Agreement nor any provision hereof is intended to co nfer upon any Person other than the parties hereto any rights or remedies hereunder.

Section 8.07.  Captions.  The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof.

Section 8.08.  Counterparts; Effectiveness.  This Put Option Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.  This Agreement shall become effective when each party hereto shall have received a counterpart hereof signed by the other party hereto.

Section 8.09.  Severability.  If any term, provision, covenant or restriction of this Put Option Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Put Option Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.  Upon such a determination, the parties shall negotiate in good faith to modify this Put Option Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner so that the tr ansactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

17

IN WITNESS WHEREOF, this Put Option Agreement has been duly executed by the parties hereto as of the day and year first above written.

Repsol YPF, S.A.
By:	/s/ Fernando Ramírez Mazarredo
	Name: Fernando Ramírez Mazarredo
	Title: Chief Financial Officer

EMERGING MARKETS GROWTH FUND, INC.,
	as Purchaser and Holder

By: Capital International, Inc.

By:	/s/ Mark E. Brubaker
	Name: Mark E. Brubaker
	Title: Senior Vice President

18

EXHIBIT A

[FORM OF EXERCISE NOTICE]

Repsol YPF S.A.

Paseo de la Castellana 278-280

28046 Madrid (Spain)

Att: Corporate Director Finance

The undersigned (the “Holder”) hereby irrevocably exercises ______________ Put Options (the “Exercised Put Options”).

The Holder hereby confirms that it will, prior to 11:00 a.m., New York City time, on the Settlement Date, cause to be delivered to the Seller the Full Physical Share Amount for each of the Exercised Put Options together with, if applicable, any dividends or distributions (or payments in respect thereof) as set forth in ‎Section 4.03.

[In connection with the distribution of [insert description of Distributed Property of the type described in clause (ii), clause (iii) or clause (iv) of ‎Section 4.03]] on [              , 2011], the Holder hereby elects to:

o    pay to the Seller, on the Settlement Date the net cash proceeds received by the Holder in connection with the sale by the Holder in an arms-length transaction to an unaffiliated third party of the Units of Reference Property underlying the number of Exercised Put Options.

o    deliver to the Seller, on the Settlement Date, the Units of Reference Property underlying the number of Exercised Put Options.]1

[In connection with the Reorganization Event that occurred on [              , 2011], the Holder hereby elects to:

o    pay to the Seller, on the Settlement Date the net cash proceeds received by the Holder in connection with the sale by the Holder in an arms-length transaction to an unaffiliated third party of an amount of Distributed Property distributed in respect of the number of ADSs underlying the Exercised Put Options.

___________________

1 Insert if Distributed Property other than Cash is distributed during the Recapture Period.

A-1

o    deliver to the Seller, on the Settlement Date, the amount of Distributed Property distributed in respect of the number of ADSs underlying the number of Exercised Put Options, as well as any dividends or distributions on such Distributed Property for which the relevant record date occurs in the Recapture Period (including, for the avoidance of doubt, interest payments on debt securities for which the relevant record date occurs in the Recapture Period and principal payments on debt securities for which the relevant maturity occurs in the Recapture Period).]2

[In connection with the distribution of [              ] by the Issuer on the Common Stock for which the Record Date occurred on [               , 2011] but for which the Holder has not [received such Distributed Property as of the date hereof][sold such Distributed Property as of the date hereof], the Holder hereby elects in accordance with ‎ ;Section 4.03 to defer delivery of such [distribution][ payment] until the third Trading Day immediately following [receipt by the Holder of such Distributed Property][the sale of such Distributed Property].]

The Holder hereby directs the Seller to pay the Exercise Price for each of the Exercised Put Options by federal wire transfer as follows:

SWIFT: [               ]

ABA: [                     ]

Acct No: [               ]

Acct Name: [               ]

Trade Ref::  [               ]

Dated: ______________________ Emerging Markets Growth Fund, Inc.

By:
	Authorized Signature
	Address:
	Telephone:

___________________

2 Insert if Reorganization Event occurs during the term of the Put Option.

A-2

EX-99.13 14 dp20483_ex9913.htm EXHIBIT 99.13

Exhibit 99.13

EXECUTION VERSION

PUT OPTION AGREEMENT

dated as of December 23, 2010

between

Repsol YPF, S.A.

as Seller

and

Capital Guardian Emerging Markets Restricted Equity Fund for Tax-Exempt Trusts

as Purchaser

TABLE OF CONTENTS

Page

ARTICLE 1
Definitions
Section 1.01.	Certain Definitions	1
ARTICLE 2
Issuance, Execution and Transfer of Put Options
Section 2.01.	Purchase and Sale	4
Section 2.02.	Issuance of Put Options	5
Section 2.03.	Limitations on Transfer	5
ARTICLE 3
Exercise and Settlement of Put Options
Section 3.01.	Exercise of Put Options	5
Section 3.02.	Settlement of Put Options	5
Section 3.03.	Delivery of ADSs	6
Section 3.04.	No Fractional ADSs to Be Delivered	6
Section 3.05.	Calculations Determined by Seller	6
ARTICLE 4
Adjustments
Section 4.01.	Adjustments to Exercise Price	6
Section 4.02.	Adjustments to Number of Put Options	8
Section 4.03.	Pass-Through of Dividends and Distributions.	9
Section 4.04.	Restrictions on Adjustments	10
Section 4.05.	Recapitalizations, Reclassifications and Other Changes	10
Section 4.06.	Common Stock Outstanding.	12
Section 4.07.	Seller’s Determinations Final	12
Section 4.08.	Notice of Adjustments	12
ARTICLE 5
Other Provisions Relating to Rights of Holder
Section 5.01.	Amendments	12

i

ARTICLE 6
Representations, Warranties and Covenants of the Seller
Section 6.01.	Organization and Existence	13
Section 6.02.	Authorization	13
Section 6.03.	Governmental and Court Authorization	13
Section 6.04.	Non-contravention	13
ARTICLE 7
Representations and Warranties of The Purchaser
Section 7.01.	Private Placement	13
Section 7.02.	Organization and Existence	14
Section 7.03.	Authorization	14
Section 7.04.	Governmental and Court Authorization	14
Section 7.05.	Non-contravention	15
Section 7.06.	Title to the ADSs	15
ARTICLE 8
Other Matters
Section 8.01.	Payment of Certain Taxes	15
Section 8.02.	Notices	15
Section 8.03.	Governing Law	16
Section 8.04.	Jurisdiction	16
Section 8.05.	Captions	17
Section 8.08.	Counterparts; Effectiveness	17
Section 8.09.	Severability	17
EXHIBIT A	FORM OF EXERCISE NOTICE	A-1

ii

PUT OPTION AGREEMENT

This Put Option Agreement dated as of December 23, 2010 is between REPSOL YPF, S.A., a corporation organized under the laws of the Kingdom of Spain (the “Seller”), and Capital Guardian Emerging Markets Restricted Equity Fund for Tax-Exempt Trusts (the “Purchaser”).

WITNESSETH THAT:

WHEREAS, pursuant to a Stock Purchase Agreement dated as of December 22, 2010, Seller has agreed to sell and Purchaser has agreed to purchase from Seller 71,200 ADSs (as defined below);

WHEREAS, in connection with such sale and purchase, Purchaser, and each Permitted Transferee, (collectively, the “Purchasers”) collectively desire to purchase from Seller and Seller desires to sell to Purchasers, in the aggregate, a Number of Put Options necessary to reduce the total number of ADSs purchased from Seller by Purchasers to no more than 15% of the Free Float of the ADSs, determined as of the Trading Day immediately preceding the Determination Date;

NOW THEREFORE in consideration of the mutual agreements herein contained, the Seller and the Purchaser agree as follows:

ARTICLE 1

Definitions

Section 1.01.  Certain Definitions.  As used in this Put Option Agreement, the following terms shall have their respective meanings set forth below:

“$” refers to such coin or currency of the United States as at any time of payment is legal tender for the payment of public and private debts.

“ADS” means American Depositary Shares of the Issuer evidenced by American Depositary Receipts and issued pursuant to the Deposit Agreement.

“Affiliate” means a Person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the Issuer.

“Applicable Law” means, with respect to any Person, any federal, state or local law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, order, injunction, judgment, decree, ruling or other similar requirement enacted, adopted, promulgated or applied by a Governmental Body that is binding upon or applicable to such Person, as amended unless expressly specified otherwise.

1

“Board of Directors” means the board of directors of the Seller or any committee of such board of directors duly authorized to exercise the power of such board of directors with respect to the matters provided for in this Put Option Agreement as to which the board of directors is authorized or required to act.

“Business Day” means a day, other than Saturday, Sunday or other day on which commercial banks in New York, New York or Madrid, Spain or Buenos Aires, Argentina are authorized or required by Applicable Law to close.

“Capital Stock” means any and all shares, interests, participations or other equivalents (however designated) of capital stock of the Issuer and all warrants or options to acquire such capital stock.

“Cash” means such coin or currency of the United States as at any time of payment is legal tender for the payment of public and private debts.

“Close of Business” means 5:00 p.m. New York City time.

“Common Stock” means Class D Common Stock, par value 10 Argentinian pesos per share, of the Issuer, subject to ‎Section 4.05.

“Deposit Agreement” means the Amended and Restated Deposit Agreement dated as of November 13, 2009 between the Issuer and Depositary (as the same may be amended, restated or replaced from time to time).

“Depositary” The Bank of New York Mellon, acting as depositary under the Deposit Agreement (and any successor or replacement thereto).

“Determination Date” means December 22, 2011.

“Distributed Property” has the meaning set forth in ‎Section 4.03.

“Exercise Date” has the meaning set forth in ‎Section 3.01.

“Exercise Notice” means, for any Put Option, the exercise notice substantially in the form set forth in Exhibit A hereto.

“Exercise Price” means initially $39.00 per Put Option, subject to adjustment pursuant to ‎Article 4.

“Expiration Date” means, for any Put Option, January 23, 2012, regardless of whether such date is a Trading Day.

“Free Float” means the aggregate number of shares of Common Stock (including shares of Common Stock underlying ADSs) held by non-Affiliates of

2

the Issuer and eligible for resale (in the case of shares of Common Stock, upon conversion into ADSs) without restriction on the New York Stock Exchange.

“Full Physical Share Amount” has the meaning set forth in ‎Section 3.02.

“Governmental Body” means any governmental body, agency or official of any country or political subdivision of any country, including any federal, national, supranational, state, provincial, local or other government, governmental, regulatory or administrative authority (including any self-regulatory organization), agency or commission or any court, tribunal, or judicial or arbitral body.

“Holder” means the Purchaser.

“Issuer” means YPF Sociedad Anónima.

“Number of Put Options” means 71,200; provided that the Number of Put Options shall be reduced, as of the Trading Day prior to the Determination Date, by 0.166% of the Free Float as of the Trading Day prior to the Determination Date, rounded up to the nearest whole number; provided further that if such reduction results in a negative number, the Number of Put Options will be deemed to be zero.  The Number of Put Options shall be subject to adjustment pursuant to ‎Section 4.02.

“Open of Business” means 9:00 a.m., New York City time.

“Permitted Transferee” means each of Capital Guardian Emerging Markets Equity DC Master Fund, Capital International Emerging Markets Fund, Capital Guardian Emerging Markets Equity Fund for Tax-Exempt Trusts, Emerging Markets Growth Fund, Inc., Capital Guardian Emerging Markets Equity Master Fund, Capital International Emerging Markets Total Opportunities, Capital Guardian Emerging Markets Total Opportunities Master Fund and Capital Guardian Emerging Markets Total Opportunities Fund for Tax-Exempt Trusts.

“Person” means an individual, partnership, firm, corporation, business trust, joint stock company, trust, unincorporated association, joint venture, governmental authority or other entity of whatever nature.

“Put Option” means a Put Option of the Seller exercisable for one ADS of the Issuer, subject to adjustment as provided herein, and issued pursuant to this Put Option Agreement with the terms, conditions and rights set forth in this Put Option Agreement.

“Recapture Period” has the meaning set forth in ‎Section 4.03.

3

“Record Date” means, with respect to any dividend, distribution or other transaction or event in which the holders of ADSs have the right to receive any Cash, securities or other property or in which ADSs (or other applicable security) is exchanged for or converted into any combination of Cash, securities or other property, the date fixed for determination of holders of ADSs entitled to receive such Cash, securities or other property (whether such date is fixed by the Board of Directors or by statute, contract or otherwise).

“Reference Property” has the meaning set forth in ‎Section 4.05.

“Reorganization Event” has the meaning set forth in ‎Section 4.05.

“SEC” means Securities and Exchange Commission of the United States.

“Securities Act” means the Securities Act of 1933, as amended.

“Settlement Date” means, in respect of a Put Option that is exercised hereunder, the third Trading Day immediately following the Exercise Date.

“Stock Purchase Agreement” means the Stock Purchase Agreement dated as of December 22, 2010 between the Seller and the Purchaser.

“Trading Day” means (i) if the applicable security is listed on the New York Stock Exchange, a day on which trades may be made thereon or (ii) if the applicable security is listed or admitted for trading on the American Stock Exchange, the NASDAQ Global Select Market, the NASDAQ Global Market or other national securities exchange or market, a day on which the American Stock Exchange, the NASDAQ Global Select Market, the NASDAQ Global Market or such other national securities exchange or market is open for business or (iii) if the applicable security is not so listed, admitted for trading or quoted, any Business Day in New York City, New York.

“Unit of Reference Property” has the meaning set forth in ‎Section 4.05.

ARTICLE 2

Issuance, Execution and Transfer of Put Options

Section 2.01.  Purchase and Sale.  Upon the terms and subject to the conditions of this Put Option Agreement, the Seller agrees to sell to the Purchaser, and the Purchaser agrees to purchase from the Seller, the Number of Put Options in consideration for Purchaser’s agreement to purchase all of the ADSs to be purchased pursuant to the Stock Purchase Agreement.

4

Section 2.02. Issuance of Put Options.  The Number of Put Options issued hereunder shall be represented by this Put Option Agreement.  The issue date of the Put Options shall be the date of the Closing (as defined in the Stock Purchase Agreement). The Put Options issued to the Purchaser at the Closing shall be the only Put Options issued or outstanding under this Put Option Agreement. All Put Options issued under this Put Option Agreement shall in all respects be equally and ratably entitled to the benefits hereof, without preference, priority, or distinction.

Section 2.03.  Limitations on Transfer.Except as set forth in the immediately succeeding sentence, neither this Put Option Agreement, the Put Options evidenced hereby nor any interest or obligation in or under this Put Option Agreement may be directly or indirectly transferred, assigned or otherwise disposed of (whether by way of security or otherwise) by the Purchaser without the prior written consent of the Seller. The Purchaser shall be permitted to transfer or assign the Put Options evidenced hereby and its interests an d obligations under this Put Option Agreement to any Permitted Transferee.  In connection with any transfer or assignment pursuant to the immediately preceding sentence, the Purchaser shall give the Seller prompt written notice of such transfer or assignment, the number of Put Options that have been transferred or assigned and the identity of the relevant transferee or assignee.

ARTICLE 3

Exercise and Settlement of Put Options

Section 3.01.  Exercise of Put Options.During the period beginning at the Open of Business on the Determination Date and ending at the Close of Business on the Expiration Date, the Holder shall be entitled to exercise, in accordance with this ‎Article 3, the full Number of Put Options or any portion thereof (which shall not include any fractional Put Options) by delivering a duly completed and executed Exercise Notice to the Seller; provided that the Holder shall not be entitled to deliver more than one Exercise Notice to the Seller.  Any Put Options not exercised prior to the Close of Business on the Expiration Date shall expire unexercised. The date on which the Holder complies with the requirements for exercise set forth in this ‎Section 3.01 in respect of one or more Put Options is the “Exercise Date” for such Put Options.  However, if such date is not a Trading Day or the Holder satisfies such requirements after the Close of Business on a Trading Day, then the Exercise Date shall be the immediately succeeding Trading Day.  The Seller shall notify the Holder, not later than the Open of Business on the Determination Date of the Number of Put Options.

Section 3.02.  Settlement of Put Options.  For each Put Option exercised hereunder, (i) prior to 11:00 a.m., New York City time, on the Settlement Date, the Holder shall cause to be delivered to the Seller one ADS (the “Full Physical

5

Share Amount”) together with, if applicable, any dividends or distributions (or payments in respect thereof) as set forth in ‎Section 4.03, and (ii) on the Settlement Date, following rece ipt by the Holder of such amounts as set forth in clause ‎(i) above, the Seller shall pay the Exercise Price (determined as of such Exercise Date), by federal wire or other immediately available funds payable to the order of the Holder and notified to the Seller in accordance with ‎Section 8.02.

Section 3.03.  Delivery of ADSs.  (a) In connection with the exercise of any Put Options pursuant to ‎Section 3.02, the Holder shall deliver to the Seller a number of ADSs equal to the Number of Put Options that the Holder so exercises.

(b)The Seller shall for all purposes be deemed to have become the holder of record of any ADSs delivered upon exercise of the Put Options represented by this Put Option Agreement as of the Close of Business on the later of the Exercise Date and the date of payment by the Seller of the Exercise Price in accordance with ‎Section 3.02.  However, if any such date is a date when the ADS transfer books of the Depositary are closed, the Seller shall be deemed to have become the holder of such ADSs at the Close of Business on the next succeeding date on which the ADS transfer books of the Depositary are open.

Section 3.04.  No Fractional ADSs to Be Delivered.(a) Notwithstanding anything to the contrary in this Put Option Agreement, the Holder shall not be required to deliver any fraction of an ADS upon exercise of any Put Options.

(b)The Seller hereby expressly waives its right to receive any fraction of an ADS or a receipt representing a fraction of an ADS.

Section 3.05.  Calculations Determined by Seller.The Seller shall be responsible for performing all calculations required in connection with the exercise and settlement of the Put Options and the delivery of ADSs as described in this ‎Article 3.  In connection therewith, the Seller shall provide prompt written notice to the Holder of the number of ADSs deliverable upon exercise and settlement of the Put Options.

ARTICLE 4

Adjustments

Section 4.01.  Adjustments to Exercise Price.  The Exercise Price for the Put Options shall be subject to adjustment (without duplication) upon the occurrence of any of the following events:

(a)(i) The issuance of Common Stock as a dividend or distribution to all holders of Common Stock, or a subdivision or combination of Common Stock,

6

in which event the Exercise Price shall be adjusted based on the following formula:

where:

EP0 = the Exercise Price in effect immediately prior to the Close of Business on the Record Date for such dividend or distribution, or immediately prior to the Open of Business on the effective date for such subdivision or combination, as the case may be;

EP1 = the Exercise Price in effect immediately after the Close of Business on the Record Date for such dividend or distribution, or immediately after the Open of Business on the effective date for such subdivision or combination, as the case may be;

OS0 = the number of shares of Common Stock outstanding immediately prior to the Close of Business on the Record Date for such dividend or distribution, or immediately prior to the Open of Business on the effective date for such subdivision or combination, as the case may be;

OS1 = the number of shares of Common Stock that would be outstanding immediately after, and solely as a result of, such dividend, distribution, subdivision or combination;

ADS0 = the number of shares of Common Stock represented by an ADS immediately prior to the Close of Business on the Record Date for such dividend or distribution, or immediately prior to the Open of Business on the effective date for such subdivision or combination, as the case may be; and

ADS1 = the number of shares of Common Stock represented by an ADS immediately after giving effect to such dividend, distribution, subdivision or combination, as the case may be.

Such adjustment shall become effective immediately after the Close of Business on the Record Date for such dividend or distribution, or immediately after the Open of Business on the effective date for such subdivision or

7

combination, as the case may be. If any dividend or distribution of the type described in this ‎Section 4.01(a) is declared but not so paid or made, the Exercise Price shall again be adjusted to the Exercise Price that would then be in effect if such dividend or distribution had not been declared or announced, as the case may be.

(ii)In the event of (A) any subdivision or split of the outstanding ADSs, (B) any distribution of additional ADSs to holders of ADSs, or (C) any combination of the outstanding ADSs into a smaller number of ADSs, the Seller shall adjust the Exercise Price (and shall make a corresponding adjustment to the Number of Put Options pursuant to ‎Section 4.02) in effect immediately before the event triggering the adjustment so that the Seller will be entitled to receive, upon the Holder’s exercise of the Put Options issued hereunder, the number of ADSs that the Seller would have been entitled to receive upon the Holder’s exercise immediately following this event had the Put Options issued hereunder been exercised for the underlying ADS immediately before this event or any record date with respect to it.

(b)If the Common Stock ceases to be represented by American Depositary Receipts issued under a depositary receipt program sponsored by the Issuer, or the ADSs cease to be listed on the New York Stock Exchange (and are not at that time listed on another United States national securities exchange), all references in this Put Option Agreement to the ADSs relative to the terms of the Put Options shall be deemed to have been replaced by a reference to the number of shares of Common Stock represented by an ADS on the date the Common Stock ceases to be represented by American Depositary Receipts issued under a depositary receipt program sponsored b y the Issuer or on the last day on which the ADSs were traded on the New York Stock Exchange (or another United States national securities exchange), as the case may be, as adjusted, pursuant to the adjustment provisions of this Put Option Agreement, for any other property the ADSs represented as if the other property had been distributed to holders of the ADSs on that day.

Section 4.02.  Adjustments to Number of Put Options.  Concurrently with any adjustment to the Exercise Price under ‎Section 4.01, the Number of Put Options shall be adjusted such that the Number of Put Options in effect immediately following the effectiveness of such adjustment will be equal to the Number of Put Options in effect immediately prior to such adjustment, multiplied by a fraction, (i) the numerator of which is the Exercise Price in effect immediately prior to such adjustment and (ii) the denominator of which is the Exercise Price in effect immediately following such adjustment, rounded up to the nearest whole number.

8

Section 4.03. Pass-Through of Dividends and Distributions. If an issuance, dividend or other distribution is made to all holders of ADSs of any (i) Cash dividends or distributions, (ii) distributions of any rights or warrants to purchase Common Stock or other securities or assets of the Issuer, (iii) distributions of shares of the Issuer’s Capital Stock (other than Common Stock) or (iv) evidences of the Issuer’s indebtedness (clauses (i) through (iv), collectively, the “Distributed Property”), in each case, for which the Record Date for such issuance, dividend or distribution occurs during the period (the “Recapture Period”) from, and including, the date hereof and to, but excluding, the date on which the Seller becomes the holder of record of any ADSs delivered upon exercise of the Put Options represented by this Put Option Agreement pursuant to  ‎Section 3.03(b), then upon exercise of any Put Options hereunder, the Holder shall, in the case of any Distributed Property described in clause (i) above, pay to the Seller, on the Settlement Date the amount of Cash paid in respect of the numbe r of ADSs underlying the number of Put Options exercised by the Holder, and in the case of any Distributed Property described in clause (ii), clause (iii) or clause (iv) above, at Holder’s election, which shall be set forth in the relevant Exercise Notice, either:

(a)pay to the Seller, on the Settlement Date the net cash proceeds received by the Holder in connection with the sale by the Holder in an arms-length transaction to an unaffiliated third party of an amount of Distributed Property distributed in respect of the number of ADSs underlying the number of Put Options exercised; or

(b)deliver to the Seller, on the Settlement Date, the amount of Distributed Property distributed in respect of the number of ADSs underlying the number of Put Options so exercised by the Holder, as well as any dividends or distributions on such Distributed Property for which the relevant record date occurs in the Recapture Period (including, for the avoidance of doubt, interest payments on debt securities for which the relevant record date occurs in the Recapture Period and principal payments on debt securities for which the relevant maturity occurs in the Recapture Period).

Upon the issuance, dividend or distribution of any Distributed Property described in clause (ii), clause (iii) or clause (iv) above, for which the Record Date occurs during the Recapture Period and for which the Holder has elected to sell such Distributed Property and deliver the net cash proceeds to Seller in accordance with clause ‎(a) above, the Holder agrees (x) to use commercially reasonable efforts to sell promptly such Distributed Property in an arms-length transaction to one or more unaffiliated third parties (which shall include the Seller) and (y) prior to consummating any sale of such Distributed Property to any unaffiliated third party other than the Seller, to grant the Seller a right of first refusal, exercisable for five Trading Days, in respect of any proposed sale of such Distributed Property to any unaffiliated third party other than the Seller (other

9

than any sale of such Distributed Property on an exchange or recognized market at the then-current market price for such Distributed Property or such exchange or recognized market), at a price equal to the proposed sale price.  Upon the consummation of the sale of such Distributed Property to any unaffiliated third party other than the Seller, Holder shall promptly notify the Seller of such sale and the corresponding net cash proceeds therefrom.

Notwithstanding the foregoing, in connection with the issuance, dividend or distribution of any Distributed Property for which the Record Date occurs during the Recapture Period, if the Holder has not received any such Distributed Property as of the Settlement Date or if the Holder has elected to sell such Distributed Property in accordance with clause ‎(a) above and h as not sold such Distributed Property as of the Settlement Date, then the Holder may elect in respect of any Put Options exercised hereunder to defer payment or delivery, as the case may be, of such issuance, dividend or distribution or, if the Holder has elected to sell such Distributed Property, the net cash proceeds received by the Holder in connection with the sale of such Distributed Property in accordance with clause ‎(a) above, in each case, until the third Trading Day immediately following receipt by the Holder of such Distributed Property or, if the Holder has elected to sell such Distributed Property in a ccordance with clause ‎(a) above, the third Trading Day immediately following the sale of such Distributed Property.

Section 4.04.  Restrictions on Adjustments.  (a) Except in accordance with ‎Section 4.01 and ‎Section 4.02, the Exercise Price and the Number of Put Options will not be adjusted for the issuance of Common Stock or ADSs, for any dividend or distribution in respect of the Common Stock or ADSs or any other transaction or event relating to or affecting the Common Stock or ADSs.

(b)No adjustment shall be made to the Exercise Price, nor will any corresponding adjustment be made to the Number of Put Options, unless the adjustment would result in a change of at least 1% of the Exercise Price.

Section 4.05.  Recapitalizations, Reclassifications and Other Changes.(a)If any of the following events occur:

(i)any recapitalization;

(ii)any reclassification or change of the outstanding shares of Common Stock (other than changes resulting from a subdivision or combination to which ‎Section 4.01(a) applies);

(iii)any consolidation, merger or combination involving the Issuer;

10

(iv)any sale or conveyance to a third party of all or substantially all of the Issuer’s assets; or

(v)any statutory share exchange,

(each such event a “Reorganization Event”), in each case as a result of which the Common Stock would be converted into, or exchanged for, stock, other securities, other property or assets (including cash or any combination thereof) (the “Reference Property”), then, following the effective time of the transaction, the Holder’s obligation to deliver ADSs upon exercise of a Put Option shall be changed to an obligation to pay or deliver, at Holder’s election, which shall be set forth in the relevant Exercise Notice, either:

(i)the net cash proceeds received by the Holder in connection with the sale by the Holder in an arms-length transaction to an unaffiliated third party of the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that the Holder received in connection with such Reorganization Event in respect of one ADS (such kind and amount of Reference Property per ADS, a “Unit of Reference Property”); or

(ii)a Unit of Reference Property.

In the event holders of the ADSs have the opportunity to elect the form of consideration to be received in a Reorganization Event, the type and amount of consideration to be delivered upon exercise of a Put Option hereunder, or sold by the Holder in an arms length transaction as described in clause ‎(i) above, from and after the effective time of such Reorganization Event shall be deemed to be the t ypes and amounts of consideration actually received by the Holder in such Reorganization Event in respect of the Holder’s ADSs.

(b)Upon the issuance, dividend or distribution of any non-Cash Reference Property for which the Holder has elected to sell such Reference Property and deliver the net cash proceeds to Seller in accordance with clause (a)(i) above, the Holder agrees (x) to use commercially reasonable efforts to sell promptly such Reference Property in an arms-length transaction to one or more unaffiliated third parties (which shall include the Seller) and (y) prior to consummating any sale of such Reference Property to any unaffiliated third party other than the Seller, to gra nt the Seller a right of first refusal, exercisable for five Trading Days, in respect of any proposed sale of such Distributed Property to any unaffiliated third party other than the Seller (other than any sale of such Reference Property on an exchange or recognized market at the then-current market price for such Reference Property on such exchange or recognized market), at a price equal to the proposed sale price.  Upon the consummation of the sale of such Reference Property to any unaffiliated third party other than the Seller, Holder shall

11

promptly notify the Seller of such sale and the corresponding net cash proceeds therefrom.

(c)At any time from, and including, the effective time of a Reorganization Event, the Full Physical Share Amount per Put Option shall be equal to a single Unit of Reference Property (or, if the Holder elects to sell the Reference Property pursuant to clause (a)‎(i) above, the net cash proceeds received per Unit of Reference Property in such sale).

(d)The above provisions of this ‎Section 4.05 shall similarly apply to successive Reorganization Events.

(e)If this ‎Section 4.05 applies to any event or occurrence, no other provision of this ‎Article 4 shall apply to such event or occurrence.

Section 4.06.  Common Stock Outstanding. For the purposes of this ‎Article 4, the number of shares of Common Stock at any time outstanding shall not include shares held, directly or indirectly, by the Issuer, but shall include shares issuable in respect of scrip certificates issued in lieu of fractions of shares of Common Stock.

Section 4.07.  Seller’s Determinations Final.  The Seller shall be responsible for making all calculations called for under this Put Option Agreement. These calculations include, but are not limited to, the Exercise Date, the Exercise Price, the Number of Put Options and the number of ADSs or Units of Reference Property, if any, to be delivered upon exercise of the Number of Put Options.

Section 4.08.  Notice of Adjustments.  Whenever the Exercise Price or the Number of Put Options is adjusted pursuant to this ‎Article 4, the Seller shall promptly mail to the Holder a notice of the adjustment.

ARTICLE 5

Other Provisions Relating to Rights of Holder

Section 5.01.  Amendments.  No amendment, modification or waiver in respect of this Put Option Agreement will be effective unless in writing (including a writing evidenced by a facsimile transmission) and executed by each of the parties or confirmed by an exchange of telexes or electronic messages on an electronic messaging system.

12

ARTICLE 6

Representations, Warranties and Covenants of the Seller

The Seller hereby represents and warrants to the Purchaser that:

Section 6.01.  Organization and Existence.  The Seller is a corporation (sociedad anónima) duly organized and validly existing under the laws of the Kingdom of Spain.

Section 6.02.  Authorization.  The execution, delivery and performance by the Seller of this Put Option Agreement and the consummation by the Seller of the transactions contemplated hereby are within the powers of the Seller and have been duly authorized by all necessary action on the part of the Seller.  This Put Option Agreement constitutes the valid and binding agreement of the Seller, enforceable against the Seller in accordance with its terms.

Section 6.03.  Governmental and Court Authorization.  The execution, delivery and performance by the Seller of this Put Option Agreement and the consummation by the Seller of the transactions contemplated hereby require no action by, or in respect of, or consent, approval or authorization of, or filing, registration or qualification with, any Governmental Body.

Section 6.04.  Non-contravention.  The execution, delivery and performance by the Seller of this Put Option Agreement do not and shall not (i) contravene or conflict with the articles of incorporation, bylaws or other organizational document binding on the Seller, (ii) contravene or conflict with or constitute a violation of any Applicable Law binding upon or applicable to the Seller or (iii) require any consent, approval or other action by any Person or constitute a default under or give rise to any right of termination, cancellation or acceleration of any right or obligation of the Seller or to a loss of any benefit to which the Seller is entitled under any agreement, contract, indenture, lease or other instrument binding upon the Seller or any license, franchise, permit or other similar authorization held by the Seller.

ARTICLE 7

Representations and Warranties of The Purchaser

Section 7.01.  Private Placement.  The Purchaser hereby represents and warrants to and agrees with the Seller that:

(a)The offer and sale of the Put Options has not been registered under the Securities Act;

13

(b)It is a “qualified institutional buyer” as defined in Rule 144A (a “QIB”) under the Securities Act;

(c)It is acquiring the Put Options for its own account or for one or more accounts (each of which is a QIB and as to each of which it exercises sole investment discretion and for each of which it has full power to make the acknowledgments, representations and agreements herein) and not with a view to, or for sale in connection with, any public resale or distribution thereof;

(d)It understands that no offering circular or prospectus will be provided or prepared in connection with the offer and sale of the Put Options;

(e)It has conducted its own investigation of the Put Options and the Seller and the Seller has not made any representation to it, express or implied, with respect to the Put Options or the Seller.  It has received and reviewed all financial and other information that it believes is necessary or appropriate in connection with its decision to purchase the Put Options;

(f)It represents that it has such knowledge and experience in financial and business matters (including investments in unregistered equity securities of non-U.S. issuers) as to enable it to evaluate the merits and risk of its investment in the Put Options and that it and any accounts for which it is acting is able to bear the economic risk of investing in and holding such Put Options; and

(g)It understands that the Put Options are being offered in a transaction not involving any public offering in the United States within the meaning of the Securities Act.

Section 7.02.  Organization and Existence.  The Purchaser hereby represents and warrants that it is a Common Trust Fund duly organized, validly existing and in good standing under the laws of California.

Section 7.03. Authorization.  The Purchaser hereby represents and warrants that the execution, delivery and performance by the Purchaser of this Put Option Agreement and the consummation by the Purchaser of the transactions contemplated hereby are within its powers and have been duly authorized by all necessary action on its part.  This Put Option Agreement constitutes a valid and binding agreement enforceable against the Purchaser in accordance with its terms.

Section 7.04. Governmental and Court Authorization.  The Purchaser hereby represents and warrants that the execution, delivery and performance by the Purchaser of this Put Option Agreement and the consummation by the Purchaser of the transactions contemplated hereby require no action by, or in respect of, or consent, approval or authorization of, or filing, registration or qualification with, any Governmental Body.

14

Section 7.05.  Non-contravention.  The Purchaser hereby represents and warrants that the execution, delivery and performance by the Purchaser of this Put Option Agreement do not and shall not (i) contravene or conflict with the articles of incorporation, bylaws or other organizational document binding on the Purchaser, (ii) contravene or conflict with or constitute a violation of any Applicable Law binding upon or applicable to the Purchaser or (iii) require any consent, approval or other action by any Person or constitute a default under or give rise to any right of termination, cancellation or acceleration of any right or obligation of the Purchaser or to a loss of any benefit to which the Purchaser is entitled under any agreement, contract, indenture, lease or other instrument binding upon the Purchaser or any license, franchise, permit or other similar authorization held by the Purchaser.

Section 7.06.  Title to the ADSs.  The Holder has valid title to the ADSs to be delivered upon exercise of the Number of Put Options under this Put Option Agreement, free and clear of all security interests, claims, liens, equities or other encumbrances.

ARTICLE 8

Other Matters

Section 8.01.  Payment of Certain Taxes.  (a) The Seller shall pay any and all documentary, stamp or similar issue or transfer taxes that may be payable upon the initial issuance of the Put Options hereunder.

(b)The Holder shall pay any and all documentary, stamp or similar issue or transfer taxes that may be payable upon the delivery of ADSs upon the exercise of Put Options hereunder and the transfer of American Depositary Receipts in respect thereof in the name of, or in such name as may be directed by, the Seller.

Section 8.02.  Notices.  All notices, requests and other communications to any party hereunder shall be in writing (including facsimile transmission) and shall be given:

if to the Seller, to:

Repsol YPF S.A.

Paseo de la Castellana 278-280

28046 Madrid (Spain)

Att: Corporate Director Finance

Facsimile No.: + 34 90 255 51 34

15

with copies (which shall not constitute notice) to:

Repsol YPF S.A.

Paseo de la Castellana 278-280

28046 Madrid (Spain)

Att: Corporate Director Legal Services

Facsimile No.: + 34 91 348 40 86

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, NY 10017

Att:  Nicholas A. Kronfeld

Facsimile No.: + 1 (212) 450-5950

if to the Purchaser or Holder, to:

Capital International, Inc.

333 South Hope Street

Los Angeles, CA 90071

Attn:  Legal

Facsimile No.: + 1-213-486-9034

or such other address or facsimile number as such party may hereafter specify for the purpose by notice to the other party hereto.  All such notices, requests and other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to 5:00 p.m. in the place of receipt and such day is a Business Day in the place of receipt.  Otherwise, any such notice, request or communication shall be deemed not to have been received until the next succeeding Business Day in the place of receipt.

Section 8.03.  Governing Law.  This Put Option Agreement shall be construed in accordance with and governed by the internal law of the State of New York, without regard to the conflicts of law rules of such state.

Section 8.04.  Jurisdiction.  Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Put Option Agreement or the transactions contemplated hereby may be brought against any of the parties in any United States District Court for the Southern District of New York or any New York State court sitting in New York City, so long as one of such courts shall have subject matter jurisdiction over such suit, action or proceeding, and that any cause of action arising out of this Put Option Agreement shall be deemed to have arisen from a transaction of busi ness in the State of New York, and each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted

16

by law, any objection it may now have or hereafter have to venue laid therein or that any such suit, action or proceeding which is brought in such court has been brought in an inconvenient forum.  Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court.  Without limiting the foregoing, each party agrees that service of process on such party as provided in ‎Section 8.02 shall be deemed effective service of process on such party.

Section 8.05.  WAIVER OF JURY TRIAL.  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS PUT OPTION AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 8.06.  Entire Agreement; Third-Party Beneficiaries.  This Put Option Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings and negotiations, both written and oral, between the parties with respect to the subject matter of this Put Option Agreement.  No representation, inducement, promise, understanding, condition or warranty of either party hereto not set forth herein has been made or relied upon by any party hereto.  Neither this Put Option Agreement nor any provision hereof is intended to co nfer upon any Person other than the parties hereto any rights or remedies hereunder.

Section 8.07.  Captions.  The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof.

Section 8.08.  Counterparts; Effectiveness.  This Put Option Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.  This Agreement shall become effective when each party hereto shall have received a counterpart hereof signed by the other party hereto.

Section 8.09.  Severability.  If any term, provision, covenant or restriction of this Put Option Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Put Option Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.  Upon such a determination, the parties shall negotiate in good faith to modify this Put Option Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner so that the tr ansactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

17

IN WITNESS WHEREOF, this Put Option Agreement has been duly executed by the parties hereto as of the day and year first above written.

Repsol YPF, S.A.
By:	/s/ Fernando Ramírez Mazarredo
	Name: Fernando Ramírez Mazarredo
	Title: Chief Financial Officer

Capital Guardian Emerging Markets Restricted Equity Fund for Tax-Exempt Trusts,
	as Purchaser and Holder

By: Capital International, Inc.

By:	/s/ Mark E. Brubaker
	Name: Mark E. Brubaker
	Title: Senior Vice President

18

EXHIBIT A

[FORM OF EXERCISE NOTICE]

Repsol YPF S.A.

Paseo de la Castellana 278-280

28046 Madrid (Spain)

Att: Corporate Director Finance

The undersigned (the “Holder”) hereby irrevocably exercises ______________ Put Options (the “Exercised Put Options”).

The Holder hereby confirms that it will, prior to 11:00 a.m., New York City time, on the Settlement Date, cause to be delivered to the Seller the Full Physical Share Amount for each of the Exercised Put Options together with, if applicable, any dividends or distributions (or payments in respect thereof) as set forth in ‎Section 4.03.

[In connection with the distribution of [insert description of Distributed Property of the type described in clause (ii), clause (iii) or clause (iv) of ‎Section 4.03]] on [              , 2011], the Holder hereby elects to:

o    pay to the Seller, on the Settlement Date the net cash proceeds received by the Holder in connection with the sale by the Holder in an arms-length transaction to an unaffiliated third party of the Units of Reference Property underlying the number of Exercised Put Options.

o    deliver to the Seller, on the Settlement Date, the Units of Reference Property underlying the number of Exercised Put Options.]1

[In connection with the Reorganization Event that occurred on [              , 2011], the Holder hereby elects to:

o    pay to the Seller, on the Settlement Date the net cash proceeds received by the Holder in connection with the sale by the Holder in an arms-length transaction to an unaffiliated third party of an amount of Distributed Property distributed in respect of the number of ADSs underlying the Exercised Put Options.

___________________

1 Insert if Distributed Property other than Cash is distributed during the Recapture Period.

A-1

o    deliver to the Seller, on the Settlement Date, the amount of Distributed Property distributed in respect of the number of ADSs underlying the number of Exercised Put Options, as well as any dividends or distributions on such Distributed Property for which the relevant record date occurs in the Recapture Period (including, for the avoidance of doubt, interest payments on debt securities for which the relevant record date occurs in the Recapture Period and principal payments on debt securities for which the relevant maturity occurs in the Recapture Period).]2

[In connection with the distribution of [              ] by the Issuer on the Common Stock for which the Record Date occurred on [               , 2011] but for which the Holder has not [received such Distributed Property as of the date hereof][sold such Distributed Property as of the date hereof], the Holder hereby elects in accordance with ‎ ;Section 4.03 to defer delivery of such [distribution][ payment] until the third Trading Day immediately following [receipt by the Holder of such Distributed Property][the sale of such Distributed Property].]

The Holder hereby directs the Seller to pay the Exercise Price for each of the Exercised Put Options by federal wire transfer as follows:

SWIFT: [               ]

ABA: [                     ]

Acct No: [               ]

Acct Name: [               ]

Trade Ref::  [               ]

Dated: ______________________ Capital Guardian Emerging Markets Restricted Equity Fund for Tax-Exempt Trusts

By:
	Authorized Signature
	Address:
	Telephone:

___________________

2 Insert if Reorganization Event occurs during the term of the Put Option.

A-2

EX-99.14 15 dp20483_ex9914.htm EXHIBIT 99.14

Exhibit 99.14

EXECUTION VERSION

PUT OPTION AGREEMENT

dated as of December 23, 2010

between

Repsol YPF, S.A.

as Seller

and

Capital International Emerging Markets Total Opportunities

as Purchaser

TABLE OF CONTENTS

Page

ARTICLE 1
Definitions
Section 1.01.	Certain Definitions	1
ARTICLE 2
Issuance, Execution and Transfer of Put Options
Section 2.01.	Purchase and Sale	4
Section 2.02.	Issuance of Put Options	5
Section 2.03.	Limitations on Transfer	5
ARTICLE 3
Exercise and Settlement of Put Options
Section 3.01.	Exercise of Put Options	5
Section 3.02.	Settlement of Put Options	5
Section 3.03.	Delivery of ADSs	6
Section 3.04.	No Fractional ADSs to Be Delivered	6
Section 3.05.	Calculations Determined by Seller	6
ARTICLE 4
Adjustments
Section 4.01.	Adjustments to Exercise Price	6
Section 4.02.	Adjustments to Number of Put Options	8
Section 4.03.	Pass-Through of Dividends and Distributions.	9
Section 4.04.	Restrictions on Adjustments	10
Section 4.05.	Recapitalizations, Reclassifications and Other Changes	10
Section 4.06.	Common Stock Outstanding.	12
Section 4.07.	Seller’s Determinations Final	12
Section 4.08.	Notice of Adjustments	12
ARTICLE 5
Other Provisions Relating to Rights of Holder
Section 5.01.	Amendments	12

i

ARTICLE 6
Representations, Warranties and Covenants of the Seller
Section 6.01.	Organization and Existence	13
Section 6.02.	Authorization	13
Section 6.03.	Governmental and Court Authorization	13
Section 6.04.	Non-contravention	13
ARTICLE 7
Representations and Warranties of The Purchaser
Section 7.01.	Private Placement	13
Section 7.02.	Organization and Existence	14
Section 7.03.	Authorization	14
Section 7.04.	Governmental and Court Authorization	14
Section 7.05.	Non-contravention	15
Section 7.06.	Title to the ADSs	15
ARTICLE 8
Other Matters
Section 8.01.	Payment of Certain Taxes	15
Section 8.02.	Notices	15
Section 8.03.	Governing Law	16
Section 8.04.	Jurisdiction	16
Section 8.05.	Captions	17
Section 8.08.	Counterparts; Effectiveness	17
Section 8.09.	Severability	17
EXHIBIT A	FORM OF EXERCISE NOTICE	A-1

ii

PUT OPTION AGREEMENT

This Put Option Agreement dated as of December 23, 2010 is between REPSOL YPF, S.A., a corporation organized under the laws of the Kingdom of Spain (the “Seller”), and Capital International Emerging Markets Total Opportunities (the “Purchaser”).

WITNESSETH THAT:

WHEREAS, pursuant to a Stock Purchase Agreement dated as of December 22, 2010, Seller has agreed to sell and Purchaser has agreed to purchase from Seller 99,300 ADSs (as defined below);

WHEREAS, in connection with such sale and purchase, Purchaser, and each Permitted Transferee, (collectively, the “Purchasers”) collectively desire to purchase from Seller and Seller desires to sell to Purchasers, in the aggregate, a Number of Put Options necessary to reduce the total number of ADSs purchased from Seller by Purchasers to no more than 15% of the Free Float of the ADSs, determined as of the Trading Day immediately preceding the Determination Date;

NOW THEREFORE in consideration of the mutual agreements herein contained, the Seller and the Purchaser agree as follows:

ARTICLE 1

Definitions

Section 1.01.  Certain Definitions.  As used in this Put Option Agreement, the following terms shall have their respective meanings set forth below:

“$” refers to such coin or currency of the United States as at any time of payment is legal tender for the payment of public and private debts.

“ADS” means American Depositary Shares of the Issuer evidenced by American Depositary Receipts and issued pursuant to the Deposit Agreement.

“Affiliate” means a Person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the Issuer.

“Applicable Law” means, with respect to any Person, any federal, state or local law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, order, injunction, judgment, decree, ruling or other similar requirement enacted, adopted, promulgated or applied by a Governmental Body that is binding upon or applicable to such Person, as amended unless expressly specified otherwise.

1

“Board of Directors” means the board of directors of the Seller or any committee of such board of directors duly authorized to exercise the power of such board of directors with respect to the matters provided for in this Put Option Agreement as to which the board of directors is authorized or required to act.

“Business Day” means a day, other than Saturday, Sunday or other day on which commercial banks in New York, New York or Madrid, Spain or Buenos Aires, Argentina are authorized or required by Applicable Law to close.

“Capital Stock” means any and all shares, interests, participations or other equivalents (however designated) of capital stock of the Issuer and all warrants or options to acquire such capital stock.

“Cash” means such coin or currency of the United States as at any time of payment is legal tender for the payment of public and private debts.

“Close of Business” means 5:00 p.m. New York City time.

“Common Stock” means Class D Common Stock, par value 10 Argentinian pesos per share, of the Issuer, subject to ‎Section 4.05.

“Deposit Agreement” means the Amended and Restated Deposit Agreement dated as of November 13, 2009 between the Issuer and Depositary (as the same may be amended, restated or replaced from time to time).

“Depositary” The Bank of New York Mellon, acting as depositary under the Deposit Agreement (and any successor or replacement thereto).

“Determination Date” means December 22, 2011.

“Distributed Property” has the meaning set forth in ‎Section 4.03.

“Exercise Date” has the meaning set forth in ‎Section 3.01.

“Exercise Notice” means, for any Put Option, the exercise notice substantially in the form set forth in Exhibit A hereto.

“Exercise Price” means initially $39.00 per Put Option, subject to adjustment pursuant to ‎Article 4.

“Expiration Date” means, for any Put Option, January 23, 2012, regardless of whether such date is a Trading Day.

“Free Float” means the aggregate number of shares of Common Stock (including shares of Common Stock underlying ADSs) held by non-Affiliates of

2

the Issuer and eligible for resale (in the case of shares of Common Stock, upon conversion into ADSs) without restriction on the New York Stock Exchange.

“Full Physical Share Amount” has the meaning set forth in ‎Section 3.02.

“Governmental Body” means any governmental body, agency or official of any country or political subdivision of any country, including any federal, national, supranational, state, provincial, local or other government, governmental, regulatory or administrative authority (including any self-regulatory organization), agency or commission or any court, tribunal, or judicial or arbitral body.

“Holder” means the Purchaser.

“Issuer” means YPF Sociedad Anónima.

“Number of Put Options” means 99,300; provided that the Number of Put Options shall be reduced, as of the Trading Day prior to the Determination Date, by 0.232% of the Free Float as of the Trading Day prior to the Determination Date, rounded up to the nearest whole number; provided further that if such reduction results in a negative number, the Number of Put Options will be deemed to be zero.  The Number of Put Options shall be subject to adjustment pursuant to ‎Section 4.02.

“Open of Business” means 9:00 a.m., New York City time.

“Permitted Transferee” means each of Capital Guardian Emerging Markets Equity DC Master Fund, Capital International Emerging Markets Fund, Capital Guardian Emerging Markets Equity Fund for Tax-Exempt Trusts, Emerging Markets Growth Fund, Inc., Capital Guardian Emerging Markets Restricted Equity Fund for Tax-Exempt Trusts, Capital Guardian Emerging Markets Equity Master Fund, Capital Guardian Emerging Markets Total Opportunities Master Fund and Capital Guardian Emerging Markets Total Opportunities Fund for Tax-Exempt Trusts.

“Person” means an individual, partnership, firm, corporation, business trust, joint stock company, trust, unincorporated association, joint venture, governmental authority or other entity of whatever nature.

“Put Option” means a Put Option of the Seller exercisable for one ADS of the Issuer, subject to adjustment as provided herein, and issued pursuant to this Put Option Agreement with the terms, conditions and rights set forth in this Put Option Agreement.

“Recapture Period” has the meaning set forth in ‎Section 4.03.

3

“Record Date” means, with respect to any dividend, distribution or other transaction or event in which the holders of ADSs have the right to receive any Cash, securities or other property or in which ADSs (or other applicable security) is exchanged for or converted into any combination of Cash, securities or other property, the date fixed for determination of holders of ADSs entitled to receive such Cash, securities or other property (whether such date is fixed by the Board of Directors or by statute, contract or otherwise).

“Reference Property” has the meaning set forth in ‎Section 4.05.

“Reorganization Event” has the meaning set forth in ‎Section 4.05.

“SEC” means Securities and Exchange Commission of the United States.

“Securities Act” means the Securities Act of 1933, as amended.

“Settlement Date” means, in respect of a Put Option that is exercised hereunder, the third Trading Day immediately following the Exercise Date.

“Stock Purchase Agreement” means the Stock Purchase Agreement dated as of December 22, 2010 between the Seller and the Purchaser.

“Trading Day” means (i) if the applicable security is listed on the New York Stock Exchange, a day on which trades may be made thereon or (ii) if the applicable security is listed or admitted for trading on the American Stock Exchange, the NASDAQ Global Select Market, the NASDAQ Global Market or other national securities exchange or market, a day on which the American Stock Exchange, the NASDAQ Global Select Market, the NASDAQ Global Market or such other national securities exchange or market is open for business or (iii) if the applicable security is not so listed, admitted for trading or quoted, any Business Day in New York City, New York.

“Unit of Reference Property” has the meaning set forth in ‎Section 4.05.

ARTICLE 2

Issuance, Execution and Transfer of Put Options

Section 2.01.  Purchase and Sale.  Upon the terms and subject to the conditions of this Put Option Agreement, the Seller agrees to sell to the Purchaser, and the Purchaser agrees to purchase from the Seller, the Number of Put Options in consideration for Purchaser’s agreement to purchase all of the ADSs to be purchased pursuant to the Stock Purchase Agreement.

4

Section 2.02. Issuance of Put Options.  The Number of Put Options issued hereunder shall be represented by this Put Option Agreement.  The issue date of the Put Options shall be the date of the Closing (as defined in the Stock Purchase Agreement). The Put Options issued to the Purchaser at the Closing shall be the only Put Options issued or outstanding under this Put Option Agreement. All Put Options issued under this Put Option Agreement shall in all respects be equally and ratably entitled to the benefits hereof, without preference, priority, or distinction.

Section 2.03.  Limitations on Transfer.Except as set forth in the immediately succeeding sentence, neither this Put Option Agreement, the Put Options evidenced hereby nor any interest or obligation in or under this Put Option Agreement may be directly or indirectly transferred, assigned or otherwise disposed of (whether by way of security or otherwise) by the Purchaser without the prior written consent of the Seller. The Purchaser shall be permitted to transfer or assign the Put Options evidenced hereby and its interests an d obligations under this Put Option Agreement to any Permitted Transferee.  In connection with any transfer or assignment pursuant to the immediately preceding sentence, the Purchaser shall give the Seller prompt written notice of such transfer or assignment, the number of Put Options that have been transferred or assigned and the identity of the relevant transferee or assignee.

ARTICLE 3

Exercise and Settlement of Put Options

Section 3.01.  Exercise of Put Options.During the period beginning at the Open of Business on the Determination Date and ending at the Close of Business on the Expiration Date, the Holder shall be entitled to exercise, in accordance with this ‎Article 3, the full Number of Put Options or any portion thereof (which shall not include any fractional Put Options) by delivering a duly completed and executed Exercise Notice to the Seller; provided that the Holder shall not be entitled to deliver more than one Exercise Notice to the Seller.  Any Put Options not exercised prior to the Close of Business on the Expiration Date shall expire unexercised. The date on which the Holder complies with the requirements for exercise set forth in this ‎Section 3.01 in respect of one or more Put Options is the “Exercise Date” for such Put Options.  However, if such date is not a Trading Day or the Holder satisfies such requirements after the Close of Business on a Trading Day, then the Exercise Date shall be the immediately succeeding Trading Day.  The Seller shall notify the Holder, not later than the Open of Business on the Determination Date of the Number of Put Options.

Section 3.02.  Settlement of Put Options.  For each Put Option exercised hereunder, (i) prior to 11:00 a.m., New York City time, on the Settlement Date, the Holder shall cause to be delivered to the Seller one ADS (the “Full Physical

5

Share Amount”) together with, if applicable, any dividends or distributions (or payments in respect thereof) as set forth in ‎Section 4.03, and (ii) on the Settlement Date, following rece ipt by the Holder of such amounts as set forth in clause ‎(i) above, the Seller shall pay the Exercise Price (determined as of such Exercise Date), by federal wire or other immediately available funds payable to the order of the Holder and notified to the Seller in accordance with ‎Section 8.02.

Section 3.03.  Delivery of ADSs.  (a) In connection with the exercise of any Put Options pursuant to ‎Section 3.02, the Holder shall deliver to the Seller a number of ADSs equal to the Number of Put Options that the Holder so exercises.

(b)The Seller shall for all purposes be deemed to have become the holder of record of any ADSs delivered upon exercise of the Put Options represented by this Put Option Agreement as of the Close of Business on the later of the Exercise Date and the date of payment by the Seller of the Exercise Price in accordance with ‎Section 3.02.  However, if any such date is a date when the ADS transfer books of the Depositary are closed, the Seller shall be deemed to have become the holder of such ADSs at the Close of Business on the next succeeding date on which the ADS transfer books of the Depositary are open.

Section 3.04.  No Fractional ADSs to Be Delivered.(a) Notwithstanding anything to the contrary in this Put Option Agreement, the Holder shall not be required to deliver any fraction of an ADS upon exercise of any Put Options.

(b)The Seller hereby expressly waives its right to receive any fraction of an ADS or a receipt representing a fraction of an ADS.

Section 3.05.  Calculations Determined by Seller.The Seller shall be responsible for performing all calculations required in connection with the exercise and settlement of the Put Options and the delivery of ADSs as described in this ‎Article 3.  In connection therewith, the Seller shall provide prompt written notice to the Holder of the number of ADSs deliverable upon exercise and settlement of the Put Options.

ARTICLE 4

Adjustments

Section 4.01.  Adjustments to Exercise Price.  The Exercise Price for the Put Options shall be subject to adjustment (without duplication) upon the occurrence of any of the following events:

(a)(i) The issuance of Common Stock as a dividend or distribution to all holders of Common Stock, or a subdivision or combination of Common Stock,

6

in which event the Exercise Price shall be adjusted based on the following formula:

where:

EP0 = the Exercise Price in effect immediately prior to the Close of Business on the Record Date for such dividend or distribution, or immediately prior to the Open of Business on the effective date for such subdivision or combination, as the case may be;

EP1 = the Exercise Price in effect immediately after the Close of Business on the Record Date for such dividend or distribution, or immediately after the Open of Business on the effective date for such subdivision or combination, as the case may be;

OS0 = the number of shares of Common Stock outstanding immediately prior to the Close of Business on the Record Date for such dividend or distribution, or immediately prior to the Open of Business on the effective date for such subdivision or combination, as the case may be;

OS1 = the number of shares of Common Stock that would be outstanding immediately after, and solely as a result of, such dividend, distribution, subdivision or combination;

ADS0 = the number of shares of Common Stock represented by an ADS immediately prior to the Close of Business on the Record Date for such dividend or distribution, or immediately prior to the Open of Business on the effective date for such subdivision or combination, as the case may be; and

ADS1 = the number of shares of Common Stock represented by an ADS immediately after giving effect to such dividend, distribution, subdivision or combination, as the case may be.

Such adjustment shall become effective immediately after the Close of Business on the Record Date for such dividend or distribution, or immediately after the Open of Business on the effective date for such subdivision or

7

combination, as the case may be. If any dividend or distribution of the type described in this ‎Section 4.01(a) is declared but not so paid or made, the Exercise Price shall again be adjusted to the Exercise Price that would then be in effect if such dividend or distribution had not been declared or announced, as the case may be.

(ii)In the event of (A) any subdivision or split of the outstanding ADSs, (B) any distribution of additional ADSs to holders of ADSs, or (C) any combination of the outstanding ADSs into a smaller number of ADSs, the Seller shall adjust the Exercise Price (and shall make a corresponding adjustment to the Number of Put Options pursuant to ‎Section 4.02) in effect immediately before the event triggering the adjustment so that the Seller will be entitled to receive, upon the Holder’s exercise of the Put Options issued hereunder, the number of ADSs that the Seller would have been entitled to receive upon the Holder’s exercise immediately following this event had the Put Options issued hereunder been exercised for the underlying ADS immediately before this event or any record date with respect to it.

(b)If the Common Stock ceases to be represented by American Depositary Receipts issued under a depositary receipt program sponsored by the Issuer, or the ADSs cease to be listed on the New York Stock Exchange (and are not at that time listed on another United States national securities exchange), all references in this Put Option Agreement to the ADSs relative to the terms of the Put Options shall be deemed to have been replaced by a reference to the number of shares of Common Stock represented by an ADS on the date the Common Stock ceases to be represented by American Depositary Receipts issued under a depositary receipt program sponsored b y the Issuer or on the last day on which the ADSs were traded on the New York Stock Exchange (or another United States national securities exchange), as the case may be, as adjusted, pursuant to the adjustment provisions of this Put Option Agreement, for any other property the ADSs represented as if the other property had been distributed to holders of the ADSs on that day.

Section 4.02.  Adjustments to Number of Put Options.  Concurrently with any adjustment to the Exercise Price under ‎Section 4.01, the Number of Put Options shall be adjusted such that the Number of Put Options in effect immediately following the effectiveness of such adjustment will be equal to the Number of Put Options in effect immediately prior to such adjustment, multiplied by a fraction, (i) the numerator of which is the Exercise Price in effect immediately prior to such adjustment and (ii) the denominator of which is the Exercise Price in effect immediately following such adjustment, rounded up to the nearest whole number.

8

Section 4.03. Pass-Through of Dividends and Distributions. If an issuance, dividend or other distribution is made to all holders of ADSs of any (i) Cash dividends or distributions, (ii) distributions of any rights or warrants to purchase Common Stock or other securities or assets of the Issuer, (iii) distributions of shares of the Issuer’s Capital Stock (other than Common Stock) or (iv) evidences of the Issuer’s indebtedness (clauses (i) through (iv), collectively, the “Distributed Property”), in each case, for which the Record Date for such issuance, dividend or distribution occurs during the period (the “Recapture Period”) from, and including, the date hereof and to, but excluding, the date on which the Seller becomes the holder of record of any ADSs delivered upon exercise of the Put Options represented by this Put Option Agreement pursuant to  ‎Section 3.03(b), then upon exercise of any Put Options hereunder, the Holder shall, in the case of any Distributed Property described in clause (i) above, pay to the Seller, on the Settlement Date the amount of Cash paid in respect of the numbe r of ADSs underlying the number of Put Options exercised by the Holder, and in the case of any Distributed Property described in clause (ii), clause (iii) or clause (iv) above, at Holder’s election, which shall be set forth in the relevant Exercise Notice, either:

(a)pay to the Seller, on the Settlement Date the net cash proceeds received by the Holder in connection with the sale by the Holder in an arms-length transaction to an unaffiliated third party of an amount of Distributed Property distributed in respect of the number of ADSs underlying the number of Put Options exercised; or

(b)deliver to the Seller, on the Settlement Date, the amount of Distributed Property distributed in respect of the number of ADSs underlying the number of Put Options so exercised by the Holder, as well as any dividends or distributions on such Distributed Property for which the relevant record date occurs in the Recapture Period (including, for the avoidance of doubt, interest payments on debt securities for which the relevant record date occurs in the Recapture Period and principal payments on debt securities for which the relevant maturity occurs in the Recapture Period).

Upon the issuance, dividend or distribution of any Distributed Property described in clause (ii), clause (iii) or clause (iv) above, for which the Record Date occurs during the Recapture Period and for which the Holder has elected to sell such Distributed Property and deliver the net cash proceeds to Seller in accordance with clause ‎(a) above, the Holder agrees (x) to use commercially reasonable efforts to sell promptly such Distributed Property in an arms-length transaction to one or more unaffiliated third parties (which shall include the Seller) and (y) prior to consummating any sale of such Distributed Property to any unaffiliated third party other than the Seller, to grant the Seller a right of first refusal, exercisable for five Trading Days, in respect of any proposed sale of such Distributed Property to any unaffiliated third party other than the Seller (other

9

than any sale of such Distributed Property on an exchange or recognized market at the then-current market price for such Distributed Property or such exchange or recognized market), at a price equal to the proposed sale price.  Upon the consummation of the sale of such Distributed Property to any unaffiliated third party other than the Seller, Holder shall promptly notify the Seller of such sale and the corresponding net cash proceeds therefrom.

Notwithstanding the foregoing, in connection with the issuance, dividend or distribution of any Distributed Property for which the Record Date occurs during the Recapture Period, if the Holder has not received any such Distributed Property as of the Settlement Date or if the Holder has elected to sell such Distributed Property in accordance with clause ‎(a) above and h as not sold such Distributed Property as of the Settlement Date, then the Holder may elect in respect of any Put Options exercised hereunder to defer payment or delivery, as the case may be, of such issuance, dividend or distribution or, if the Holder has elected to sell such Distributed Property, the net cash proceeds received by the Holder in connection with the sale of such Distributed Property in accordance with clause ‎(a) above, in each case, until the third Trading Day immediately following receipt by the Holder of such Distributed Property or, if the Holder has elected to sell such Distributed Property in a ccordance with clause ‎(a) above, the third Trading Day immediately following the sale of such Distributed Property.

Section 4.04.  Restrictions on Adjustments.  (a) Except in accordance with ‎Section 4.01 and ‎Section 4.02, the Exercise Price and the Number of Put Options will not be adjusted for the issuance of Common Stock or ADSs, for any dividend or distribution in respect of the Common Stock or ADSs or any other transaction or event relating to or affecting the Common Stock or ADSs.

(b)No adjustment shall be made to the Exercise Price, nor will any corresponding adjustment be made to the Number of Put Options, unless the adjustment would result in a change of at least 1% of the Exercise Price.

Section 4.05.  Recapitalizations, Reclassifications and Other Changes.(a)If any of the following events occur:

(i)any recapitalization;

(ii)any reclassification or change of the outstanding shares of Common Stock (other than changes resulting from a subdivision or combination to which ‎Section 4.01(a) applies);

(iii)any consolidation, merger or combination involving the Issuer;

10

(iv)any sale or conveyance to a third party of all or substantially all of the Issuer’s assets; or

(v)any statutory share exchange,

(each such event a “Reorganization Event”), in each case as a result of which the Common Stock would be converted into, or exchanged for, stock, other securities, other property or assets (including cash or any combination thereof) (the “Reference Property”), then, following the effective time of the transaction, the Holder’s obligation to deliver ADSs upon exercise of a Put Option shall be changed to an obligation to pay or deliver, at Holder’s election, which shall be set forth in the relevant Exercise Notice, either:

(i)the net cash proceeds received by the Holder in connection with the sale by the Holder in an arms-length transaction to an unaffiliated third party of the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that the Holder received in connection with such Reorganization Event in respect of one ADS (such kind and amount of Reference Property per ADS, a “Unit of Reference Property”); or

(ii)a Unit of Reference Property.

In the event holders of the ADSs have the opportunity to elect the form of consideration to be received in a Reorganization Event, the type and amount of consideration to be delivered upon exercise of a Put Option hereunder, or sold by the Holder in an arms length transaction as described in clause ‎(i) above, from and after the effective time of such Reorganization Event shall be deemed to be the t ypes and amounts of consideration actually received by the Holder in such Reorganization Event in respect of the Holder’s ADSs.

(b)Upon the issuance, dividend or distribution of any non-Cash Reference Property for which the Holder has elected to sell such Reference Property and deliver the net cash proceeds to Seller in accordance with clause (a)(i) above, the Holder agrees (x) to use commercially reasonable efforts to sell promptly such Reference Property in an arms-length transaction to one or more unaffiliated third parties (which shall include the Seller) and (y) prior to consummating any sale of such Reference Property to any unaffiliated third party other than the Seller, to gra nt the Seller a right of first refusal, exercisable for five Trading Days, in respect of any proposed sale of such Distributed Property to any unaffiliated third party other than the Seller (other than any sale of such Reference Property on an exchange or recognized market at the then-current market price for such Reference Property on such exchange or recognized market), at a price equal to the proposed sale price.  Upon the consummation of the sale of such Reference Property to any unaffiliated third party other than the Seller, Holder shall

11

promptly notify the Seller of such sale and the corresponding net cash proceeds therefrom.

(c)At any time from, and including, the effective time of a Reorganization Event, the Full Physical Share Amount per Put Option shall be equal to a single Unit of Reference Property (or, if the Holder elects to sell the Reference Property pursuant to clause (a)‎(i) above, the net cash proceeds received per Unit of Reference Property in such sale).

(d)The above provisions of this ‎Section 4.05 shall similarly apply to successive Reorganization Events.

(e)If this ‎Section 4.05 applies to any event or occurrence, no other provision of this ‎Article 4 shall apply to such event or occurrence.

Section 4.06.  Common Stock Outstanding. For the purposes of this ‎Article 4, the number of shares of Common Stock at any time outstanding shall not include shares held, directly or indirectly, by the Issuer, but shall include shares issuable in respect of scrip certificates issued in lieu of fractions of shares of Common Stock.

Section 4.07.  Seller’s Determinations Final.  The Seller shall be responsible for making all calculations called for under this Put Option Agreement. These calculations include, but are not limited to, the Exercise Date, the Exercise Price, the Number of Put Options and the number of ADSs or Units of Reference Property, if any, to be delivered upon exercise of the Number of Put Options.

Section 4.08.  Notice of Adjustments.  Whenever the Exercise Price or the Number of Put Options is adjusted pursuant to this ‎Article 4, the Seller shall promptly mail to the Holder a notice of the adjustment.

ARTICLE 5

Other Provisions Relating to Rights of Holder

Section 5.01.  Amendments.  No amendment, modification or waiver in respect of this Put Option Agreement will be effective unless in writing (including a writing evidenced by a facsimile transmission) and executed by each of the parties or confirmed by an exchange of telexes or electronic messages on an electronic messaging system.

12

ARTICLE 6

Representations, Warranties and Covenants of the Seller

The Seller hereby represents and warrants to the Purchaser that:

Section 6.01.  Organization and Existence.  The Seller is a corporation (sociedad anónima) duly organized and validly existing under the laws of the Kingdom of Spain.

Section 6.02.  Authorization.  The execution, delivery and performance by the Seller of this Put Option Agreement and the consummation by the Seller of the transactions contemplated hereby are within the powers of the Seller and have been duly authorized by all necessary action on the part of the Seller.  This Put Option Agreement constitutes the valid and binding agreement of the Seller, enforceable against the Seller in accordance with its terms.

Section 6.03.  Governmental and Court Authorization.  The execution, delivery and performance by the Seller of this Put Option Agreement and the consummation by the Seller of the transactions contemplated hereby require no action by, or in respect of, or consent, approval or authorization of, or filing, registration or qualification with, any Governmental Body.

Section 6.04.  Non-contravention.  The execution, delivery and performance by the Seller of this Put Option Agreement do not and shall not (i) contravene or conflict with the articles of incorporation, bylaws or other organizational document binding on the Seller, (ii) contravene or conflict with or constitute a violation of any Applicable Law binding upon or applicable to the Seller or (iii) require any consent, approval or other action by any Person or constitute a default under or give rise to any right of termination, cancellation or acceleration of any right or obligation of the Seller or to a loss of any benefit to which the Seller is entitled under any agreement, contract, indenture, lease or other instrument binding upon the Seller or any license, franchise, permit or other similar authorization held by the Seller.

ARTICLE 7

Representations and Warranties of The Purchaser

Section 7.01.  Private Placement.  The Purchaser hereby represents and warrants to and agrees with the Seller that:

(a)The offer and sale of the Put Options has not been registered under the Securities Act;

13

(b)It is a “qualified institutional buyer” as defined in Rule 144A (a “QIB”) under the Securities Act;

(c)It is acquiring the Put Options for its own account or for one or more accounts (each of which is a QIB and as to each of which it exercises sole investment discretion and for each of which it has full power to make the acknowledgments, representations and agreements herein) and not with a view to, or for sale in connection with, any public resale or distribution thereof;

(d)It understands that no offering circular or prospectus will be provided or prepared in connection with the offer and sale of the Put Options;

(e)It has conducted its own investigation of the Put Options and the Seller and the Seller has not made any representation to it, express or implied, with respect to the Put Options or the Seller.  It has received and reviewed all financial and other information that it believes is necessary or appropriate in connection with its decision to purchase the Put Options;

(f)It represents that it has such knowledge and experience in financial and business matters (including investments in unregistered equity securities of non-U.S. issuers) as to enable it to evaluate the merits and risk of its investment in the Put Options and that it and any accounts for which it is acting is able to bear the economic risk of investing in and holding such Put Options; and

(g)It understands that the Put Options are being offered in a transaction not involving any public offering in the United States within the meaning of the Securities Act.

Section 7.02.  Organization and Existence.  The Purchaser hereby represents and warrants that it is a Societe d'Investissement A Capital Variable duly organized, validly existing and in good standing under the laws of Luxembourg.

Section 7.03. Authorization.  The Purchaser hereby represents and warrants that the execution, delivery and performance by the Purchaser of this Put Option Agreement and the consummation by the Purchaser of the transactions contemplated hereby are within its powers and have been duly authorized by all necessary action on its part.  This Put Option Agreement constitutes a valid and binding agreement enforceable against the Purchaser in accordance with its terms.

Section 7.04. Governmental and Court Authorization.  The Purchaser hereby represents and warrants that the execution, delivery and performance by the Purchaser of this Put Option Agreement and the consummation by the Purchaser of the transactions contemplated hereby require no action by, or in respect of, or consent, approval or authorization of, or filing, registration or qualification with, any Governmental Body.

14

Section 7.05.  Non-contravention.  The Purchaser hereby represents and warrants that the execution, delivery and performance by the Purchaser of this Put Option Agreement do not and shall not (i) contravene or conflict with the articles of incorporation, bylaws or other organizational document binding on the Purchaser, (ii) contravene or conflict with or constitute a violation of any Applicable Law binding upon or applicable to the Purchaser or (iii) require any consent, approval or other action by any Person or constitute a default under or give rise to any right of termination, cancellation or acceleration of any right or obligation of the Purchaser or to a loss of any benefit to which the Purchaser is entitled under any agreement, contract, indenture, lease or other instrument binding upon the Purchaser or any license, franchise, permit or other similar authorization held by the Purchaser.

Section 7.06.  Title to the ADSs.  The Holder has valid title to the ADSs to be delivered upon exercise of the Number of Put Options under this Put Option Agreement, free and clear of all security interests, claims, liens, equities or other encumbrances.

ARTICLE 8

Other Matters

Section 8.01.  Payment of Certain Taxes.  (a) The Seller shall pay any and all documentary, stamp or similar issue or transfer taxes that may be payable upon the initial issuance of the Put Options hereunder.

(b)The Holder shall pay any and all documentary, stamp or similar issue or transfer taxes that may be payable upon the delivery of ADSs upon the exercise of Put Options hereunder and the transfer of American Depositary Receipts in respect thereof in the name of, or in such name as may be directed by, the Seller.

Section 8.02.  Notices.  All notices, requests and other communications to any party hereunder shall be in writing (including facsimile transmission) and shall be given:

if to the Seller, to:

Repsol YPF S.A.

Paseo de la Castellana 278-280

28046 Madrid (Spain)

Att: Corporate Director Finance

Facsimile No.: + 34 90 255 51 34

15

with copies (which shall not constitute notice) to:

Repsol YPF S.A.

Paseo de la Castellana 278-280

28046 Madrid (Spain)

Att: Corporate Director Legal Services

Facsimile No.: + 34 91 348 40 86

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, NY 10017

Att:  Nicholas A. Kronfeld

Facsimile No.: + 1 (212) 450-5950

if to the Purchaser or Holder, to:

Capital International, Inc.

333 South Hope Street

Los Angeles, CA 90071

Attn:  Legal

Facsimile No.: + 1-213-486-9034

or such other address or facsimile number as such party may hereafter specify for the purpose by notice to the other party hereto.  All such notices, requests and other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to 5:00 p.m. in the place of receipt and such day is a Business Day in the place of receipt.  Otherwise, any such notice, request or communication shall be deemed not to have been received until the next succeeding Business Day in the place of receipt.

Section 8.03.  Governing Law.  This Put Option Agreement shall be construed in accordance with and governed by the internal law of the State of New York, without regard to the conflicts of law rules of such state.

Section 8.04.  Jurisdiction.  Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Put Option Agreement or the transactions contemplated hereby may be brought against any of the parties in any United States District Court for the Southern District of New York or any New York State court sitting in New York City, so long as one of such courts shall have subject matter jurisdiction over such suit, action or proceeding, and that any cause of action arising out of this Put Option Agreement shall be deemed to have arisen from a transaction of busi ness in the State of New York, and each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted

16

by law, any objection it may now have or hereafter have to venue laid therein or that any such suit, action or proceeding which is brought in such court has been brought in an inconvenient forum.  Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court.  Without limiting the foregoing, each party agrees that service of process on such party as provided in ‎Section 8.02 shall be deemed effective service of process on such party.

Section 8.05.  WAIVER OF JURY TRIAL.  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS PUT OPTION AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 8.06.  Entire Agreement; Third-Party Beneficiaries.  This Put Option Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings and negotiations, both written and oral, between the parties with respect to the subject matter of this Put Option Agreement.  No representation, inducement, promise, understanding, condition or warranty of either party hereto not set forth herein has been made or relied upon by any party hereto.  Neither this Put Option Agreement nor any provision hereof is intended to co nfer upon any Person other than the parties hereto any rights or remedies hereunder.

Section 8.07.  Captions.  The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof.

Section 8.08.  Counterparts; Effectiveness.  This Put Option Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.  This Agreement shall become effective when each party hereto shall have received a counterpart hereof signed by the other party hereto.

Section 8.09.  Severability.  If any term, provision, covenant or restriction of this Put Option Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Put Option Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.  Upon such a determination, the parties shall negotiate in good faith to modify this Put Option Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner so that the tr ansactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

17

IN WITNESS WHEREOF, this Put Option Agreement has been duly executed by the parties hereto as of the day and year first above written.

Repsol YPF, S.A.
By:	/s/ Fernando Ramírez Mazarredo
	Name: Fernando Ramírez Mazarredo
	Title: Chief Financial Officer

Capital International Emerging Markets Total Opportunities
	as Purchaser and Holder

By: Capital International, Inc.

By:	/s/ Mark E. Brubaker
	Name: Mark E. Brubaker
	Title: Senior Vice President

18

EXHIBIT A

[FORM OF EXERCISE NOTICE]

Repsol YPF S.A.

Paseo de la Castellana 278-280

28046 Madrid (Spain)

Att: Corporate Director Finance

The undersigned (the “Holder”) hereby irrevocably exercises ______________ Put Options (the “Exercised Put Options”).

The Holder hereby confirms that it will, prior to 11:00 a.m., New York City time, on the Settlement Date, cause to be delivered to the Seller the Full Physical Share Amount for each of the Exercised Put Options together with, if applicable, any dividends or distributions (or payments in respect thereof) as set forth in ‎Section 4.03.

[In connection with the distribution of [insert description of Distributed Property of the type described in clause (ii), clause (iii) or clause (iv) of ‎Section 4.03]] on [              , 2011], the Holder hereby elects to:

o    pay to the Seller, on the Settlement Date the net cash proceeds received by the Holder in connection with the sale by the Holder in an arms-length transaction to an unaffiliated third party of the Units of Reference Property underlying the number of Exercised Put Options.

o    deliver to the Seller, on the Settlement Date, the Units of Reference Property underlying the number of Exercised Put Options.]1

[In connection with the Reorganization Event that occurred on [              , 2011], the Holder hereby elects to:

o    pay to the Seller, on the Settlement Date the net cash proceeds received by the Holder in connection with the sale by the Holder in an arms-length transaction to an unaffiliated third party of an amount of Distributed Property distributed in respect of the number of ADSs underlying the Exercised Put Options.

___________________

1 Insert if Distributed Property other than Cash is distributed during the Recapture Period.

A-1

o    deliver to the Seller, on the Settlement Date, the amount of Distributed Property distributed in respect of the number of ADSs underlying the number of Exercised Put Options, as well as any dividends or distributions on such Distributed Property for which the relevant record date occurs in the Recapture Period (including, for the avoidance of doubt, interest payments on debt securities for which the relevant record date occurs in the Recapture Period and principal payments on debt securities for which the relevant maturity occurs in the Recapture Period).]2

[In connection with the distribution of [              ] by the Issuer on the Common Stock for which the Record Date occurred on [               , 2011] but for which the Holder has not [received such Distributed Property as of the date hereof][sold such Distributed Property as of the date hereof], the Holder hereby elects in accordance with ‎ ;Section 4.03 to defer delivery of such [distribution][ payment] until the third Trading Day immediately following [receipt by the Holder of such Distributed Property][the sale of such Distributed Property].]

The Holder hereby directs the Seller to pay the Exercise Price for each of the Exercised Put Options by federal wire transfer as follows:

SWIFT: [               ]

ABA: [                     ]

Acct No: [               ]

Acct Name: [               ]

Trade Ref::  [               ]

Dated: ______________________ Capital International Emerging Markets Total Opportunities

By:
	Authorized Signature
	Address:
	Telephone:

___________________

2 Insert if Reorganization Event occurs during the term of the Put Option.

A-2

EX-99.15 16 dp20483_ex9915.htm EXHIBIT 99.15

Exhibit 99.15

EXECUTION VERSION

PUT OPTION AGREEMENT

dated as of December 23, 2010

between

Repsol YPF, S.A.

as Seller

and

Capital Guardian Emerging Markets Total Opportunities Master Fund

as Purchaser

TABLE OF CONTENTS

Page

ARTICLE 1
Definitions
Section 1.01.	Certain Definitions	1
ARTICLE 2
Issuance, Execution and Transfer of Put Options
Section 2.01.	Purchase and Sale	4
Section 2.02.	Issuance of Put Options	5
Section 2.03.	Limitations on Transfer	5
ARTICLE 3
Exercise and Settlement of Put Options
Section 3.01.	Exercise of Put Options	5
Section 3.02.	Settlement of Put Options	5
Section 3.03.	Delivery of ADSs	6
Section 3.04.	No Fractional ADSs to Be Delivered	6
Section 3.05.	Calculations Determined by Seller	6
ARTICLE 4
Adjustments
Section 4.01.	Adjustments to Exercise Price	6
Section 4.02.	Adjustments to Number of Put Options	8
Section 4.03.	Pass-Through of Dividends and Distributions.	9
Section 4.04.	Restrictions on Adjustments	10
Section 4.05.	Recapitalizations, Reclassifications and Other Changes	10
Section 4.06.	Common Stock Outstanding.	12
Section 4.07.	Seller’s Determinations Final	12
Section 4.08.	Notice of Adjustments	12
ARTICLE 5
Other Provisions Relating to Rights of Holder
Section 5.01.	Amendments	12

i

ARTICLE 6
Representations, Warranties and Covenants of the Seller
Section 6.01.	Organization and Existence	13
Section 6.02.	Authorization	13
Section 6.03.	Governmental and Court Authorization	13
Section 6.04.	Non-contravention	13
ARTICLE 7
Representations and Warranties of The Purchaser
Section 7.01.	Private Placement	13
Section 7.02.	Organization and Existence	14
Section 7.03.	Authorization	14
Section 7.04.	Governmental and Court Authorization	14
Section 7.05.	Non-contravention	15
Section 7.06.	Title to the ADSs	15
ARTICLE 8
Other Matters
Section 8.01.	Payment of Certain Taxes	15
Section 8.02.	Notices	15
Section 8.03.	Governing Law	16
Section 8.04.	Jurisdiction	16
Section 8.05.	Captions	17
Section 8.08.	Counterparts; Effectiveness	17
Section 8.09.	Severability	17
EXHIBIT A	FORM OF EXERCISE NOTICE	A-1

ii

PUT OPTION AGREEMENT

This Put Option Agreement dated as of December 23, 2010 is between REPSOL YPF, S.A., a corporation organized under the laws of the Kingdom of Spain (the “Seller”), and Capital Guardian Emerging Markets Total Opportunities Master Fund (the “Purchaser”).

WITNESSETH THAT:

WHEREAS, pursuant to a Stock Purchase Agreement dated as of December 22, 2010, Seller has agreed to sell and Purchaser has agreed to purchase from Seller 33,900 ADSs (as defined below);

WHEREAS, in connection with such sale and purchase, Purchaser, and each Permitted Transferee, (collectively, the “Purchasers”) collectively desire to purchase from Seller and Seller desires to sell to Purchasers, in the aggregate, a Number of Put Options necessary to reduce the total number of ADSs purchased from Seller by Purchasers to no more than 15% of the Free Float of the ADSs, determined as of the Trading Day immediately preceding the Determination Date;

NOW THEREFORE in consideration of the mutual agreements herein contained, the Seller and the Purchaser agree as follows:

ARTICLE 1

Definitions

Section 1.01.  Certain Definitions.  As used in this Put Option Agreement, the following terms shall have their respective meanings set forth below:

“$” refers to such coin or currency of the United States as at any time of payment is legal tender for the payment of public and private debts.

“ADS” means American Depositary Shares of the Issuer evidenced by American Depositary Receipts and issued pursuant to the Deposit Agreement.

“Affiliate” means a Person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the Issuer.

“Applicable Law” means, with respect to any Person, any federal, state or local law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, order, injunction, judgment, decree, ruling or other similar requirement enacted, adopted, promulgated or applied by a Governmental Body that is binding upon or applicable to such Person, as amended unless expressly specified otherwise.

1

“Board of Directors” means the board of directors of the Seller or any committee of such board of directors duly authorized to exercise the power of such board of directors with respect to the matters provided for in this Put Option Agreement as to which the board of directors is authorized or required to act.

“Business Day” means a day, other than Saturday, Sunday or other day on which commercial banks in New York, New York or Madrid, Spain or Buenos Aires, Argentina are authorized or required by Applicable Law to close.

“Capital Stock” means any and all shares, interests, participations or other equivalents (however designated) of capital stock of the Issuer and all warrants or options to acquire such capital stock.

“Cash” means such coin or currency of the United States as at any time of payment is legal tender for the payment of public and private debts.

“Close of Business” means 5:00 p.m. New York City time.

“Common Stock” means Class D Common Stock, par value 10 Argentinian pesos per share, of the Issuer, subject to ‎Section 4.05.

“Deposit Agreement” means the Amended and Restated Deposit Agreement dated as of November 13, 2009 between the Issuer and Depositary (as the same may be amended, restated or replaced from time to time).

“Depositary” The Bank of New York Mellon, acting as depositary under the Deposit Agreement (and any successor or replacement thereto).

“Determination Date” means December 22, 2011.

“Distributed Property” has the meaning set forth in ‎Section 4.03.

“Exercise Date” has the meaning set forth in ‎Section 3.01.

“Exercise Notice” means, for any Put Option, the exercise notice substantially in the form set forth in Exhibit A hereto.

“Exercise Price” means initially $39.00 per Put Option, subject to adjustment pursuant to ‎Article 4.

“Expiration Date” means, for any Put Option, January 23, 2012, regardless of whether such date is a Trading Day.

“Free Float” means the aggregate number of shares of Common Stock (including shares of Common Stock underlying ADSs) held by non-Affiliates of

2

the Issuer and eligible for resale (in the case of shares of Common Stock, upon conversion into ADSs) without restriction on the New York Stock Exchange.

“Full Physical Share Amount” has the meaning set forth in ‎Section 3.02.

“Governmental Body” means any governmental body, agency or official of any country or political subdivision of any country, including any federal, national, supranational, state, provincial, local or other government, governmental, regulatory or administrative authority (including any self-regulatory organization), agency or commission or any court, tribunal, or judicial or arbitral body.

“Holder” means the Purchaser.

“Issuer” means YPF Sociedad Anónima.

“Number of Put Options” means 33,900; provided that the Number of Put Options shall be reduced, as of the Trading Day prior to the Determination Date, by 0.079% of the Free Float as of the Trading Day prior to the Determination Date, rounded up to the nearest whole number; provided further that if such reduction results in a negative number, the Number of Put Options will be deemed to be zero.  The Number of Put Options shall be subject to adjustment pursuant to ‎Section 4.02.

“Open of Business” means 9:00 a.m., New York City time.

“Permitted Transferee” means each of Capital Guardian Emerging Markets Equity DC Master Fund, Capital International Emerging Markets Fund, Capital Guardian Emerging Markets Equity Fund for Tax-Exempt Trusts, Emerging Markets Growth Fund, Inc., Capital Guardian Emerging Markets Restricted Equity Fund for Tax-Exempt Trusts, Capital International Emerging Markets Total Opportunities, Capital Guardian Emerging Markets Equity Master Fund and Capital Guardian Emerging Markets Total Opportunities Fund for Tax-Exempt Trusts.

“Person” means an individual, partnership, firm, corporation, business trust, joint stock company, trust, unincorporated association, joint venture, governmental authority or other entity of whatever nature.

“Put Option” means a Put Option of the Seller exercisable for one ADS of the Issuer, subject to adjustment as provided herein, and issued pursuant to this Put Option Agreement with the terms, conditions and rights set forth in this Put Option Agreement.

“Recapture Period” has the meaning set forth in ‎Section 4.03.

3

“Record Date” means, with respect to any dividend, distribution or other transaction or event in which the holders of ADSs have the right to receive any Cash, securities or other property or in which ADSs (or other applicable security) is exchanged for or converted into any combination of Cash, securities or other property, the date fixed for determination of holders of ADSs entitled to receive such Cash, securities or other property (whether such date is fixed by the Board of Directors or by statute, contract or otherwise).

“Reference Property” has the meaning set forth in ‎Section 4.05.

“Reorganization Event” has the meaning set forth in ‎Section 4.05.

“SEC” means Securities and Exchange Commission of the United States.

“Securities Act” means the Securities Act of 1933, as amended.

“Settlement Date” means, in respect of a Put Option that is exercised hereunder, the third Trading Day immediately following the Exercise Date.

“Stock Purchase Agreement” means the Stock Purchase Agreement dated as of December 22, 2010 between the Seller and the Purchaser.

“Trading Day” means (i) if the applicable security is listed on the New York Stock Exchange, a day on which trades may be made thereon or (ii) if the applicable security is listed or admitted for trading on the American Stock Exchange, the NASDAQ Global Select Market, the NASDAQ Global Market or other national securities exchange or market, a day on which the American Stock Exchange, the NASDAQ Global Select Market, the NASDAQ Global Market or such other national securities exchange or market is open for business or (iii) if the applicable security is not so listed, admitted for trading or quoted, any Business Day in New York City, New York.

“Unit of Reference Property” has the meaning set forth in ‎Section 4.05.

ARTICLE 2

Issuance, Execution and Transfer of Put Options

Section 2.01.  Purchase and Sale.  Upon the terms and subject to the conditions of this Put Option Agreement, the Seller agrees to sell to the Purchaser, and the Purchaser agrees to purchase from the Seller, the Number of Put Options in consideration for Purchaser’s agreement to purchase all of the ADSs to be purchased pursuant to the Stock Purchase Agreement.

4

Section 2.02. Issuance of Put Options.  The Number of Put Options issued hereunder shall be represented by this Put Option Agreement.  The issue date of the Put Options shall be the date of the Closing (as defined in the Stock Purchase Agreement). The Put Options issued to the Purchaser at the Closing shall be the only Put Options issued or outstanding under this Put Option Agreement. All Put Options issued under this Put Option Agreement shall in all respects be equally and ratably entitled to the benefits hereof, without preference, priority, or distinction.

Section 2.03.  Limitations on Transfer.Except as set forth in the immediately succeeding sentence, neither this Put Option Agreement, the Put Options evidenced hereby nor any interest or obligation in or under this Put Option Agreement may be directly or indirectly transferred, assigned or otherwise disposed of (whether by way of security or otherwise) by the Purchaser without the prior written consent of the Seller. The Purchaser shall be permitted to transfer or assign the Put Options evidenced hereby and its interests an d obligations under this Put Option Agreement to any Permitted Transferee.  In connection with any transfer or assignment pursuant to the immediately preceding sentence, the Purchaser shall give the Seller prompt written notice of such transfer or assignment, the number of Put Options that have been transferred or assigned and the identity of the relevant transferee or assignee.

ARTICLE 3

Exercise and Settlement of Put Options

Section 3.01.  Exercise of Put Options.During the period beginning at the Open of Business on the Determination Date and ending at the Close of Business on the Expiration Date, the Holder shall be entitled to exercise, in accordance with this ‎Article 3, the full Number of Put Options or any portion thereof (which shall not include any fractional Put Options) by delivering a duly completed and executed Exercise Notice to the Seller; provided that the Holder shall not be entitled to deliver more than one Exercise Notice to the Seller.  Any Put Options not exercised prior to the Close of Business on the Expiration Date shall expire unexercised. The date on which the Holder complies with the requirements for exercise set forth in this ‎Section 3.01 in respect of one or more Put Options is the “Exercise Date” for such Put Options.  However, if such date is not a Trading Day or the Holder satisfies such requirements after the Close of Business on a Trading Day, then the Exercise Date shall be the immediately succeeding Trading Day.  The Seller shall notify the Holder, not later than the Open of Business on the Determination Date of the Number of Put Options.

Section 3.02.  Settlement of Put Options.  For each Put Option exercised hereunder, (i) prior to 11:00 a.m., New York City time, on the Settlement Date, the Holder shall cause to be delivered to the Seller one ADS (the “Full Physical

5

Share Amount”) together with, if applicable, any dividends or distributions (or payments in respect thereof) as set forth in ‎Section 4.03, and (ii) on the Settlement Date, following rece ipt by the Holder of such amounts as set forth in clause ‎(i) above, the Seller shall pay the Exercise Price (determined as of such Exercise Date), by federal wire or other immediately available funds payable to the order of the Holder and notified to the Seller in accordance with ‎Section 8.02.

Section 3.03.  Delivery of ADSs.  (a) In connection with the exercise of any Put Options pursuant to ‎Section 3.02, the Holder shall deliver to the Seller a number of ADSs equal to the Number of Put Options that the Holder so exercises.

(b)The Seller shall for all purposes be deemed to have become the holder of record of any ADSs delivered upon exercise of the Put Options represented by this Put Option Agreement as of the Close of Business on the later of the Exercise Date and the date of payment by the Seller of the Exercise Price in accordance with ‎Section 3.02.  However, if any such date is a date when the ADS transfer books of the Depositary are closed, the Seller shall be deemed to have become the holder of such ADSs at the Close of Business on the next succeeding date on which the ADS transfer books of the Depositary are open.

Section 3.04.  No Fractional ADSs to Be Delivered.(a) Notwithstanding anything to the contrary in this Put Option Agreement, the Holder shall not be required to deliver any fraction of an ADS upon exercise of any Put Options.

(b)The Seller hereby expressly waives its right to receive any fraction of an ADS or a receipt representing a fraction of an ADS.

Section 3.05.  Calculations Determined by Seller.The Seller shall be responsible for performing all calculations required in connection with the exercise and settlement of the Put Options and the delivery of ADSs as described in this ‎Article 3.  In connection therewith, the Seller shall provide prompt written notice to the Holder of the number of ADSs deliverable upon exercise and settlement of the Put Options.

ARTICLE 4

Adjustments

Section 4.01.  Adjustments to Exercise Price.  The Exercise Price for the Put Options shall be subject to adjustment (without duplication) upon the occurrence of any of the following events:

(a)(i) The issuance of Common Stock as a dividend or distribution to all holders of Common Stock, or a subdivision or combination of Common Stock,

6

in which event the Exercise Price shall be adjusted based on the following formula:

where:

EP0 = the Exercise Price in effect immediately prior to the Close of Business on the Record Date for such dividend or distribution, or immediately prior to the Open of Business on the effective date for such subdivision or combination, as the case may be;

EP1 = the Exercise Price in effect immediately after the Close of Business on the Record Date for such dividend or distribution, or immediately after the Open of Business on the effective date for such subdivision or combination, as the case may be;

OS0 = the number of shares of Common Stock outstanding immediately prior to the Close of Business on the Record Date for such dividend or distribution, or immediately prior to the Open of Business on the effective date for such subdivision or combination, as the case may be;

OS1 = the number of shares of Common Stock that would be outstanding immediately after, and solely as a result of, such dividend, distribution, subdivision or combination;

ADS0 = the number of shares of Common Stock represented by an ADS immediately prior to the Close of Business on the Record Date for such dividend or distribution, or immediately prior to the Open of Business on the effective date for such subdivision or combination, as the case may be; and

ADS1 = the number of shares of Common Stock represented by an ADS immediately after giving effect to such dividend, distribution, subdivision or combination, as the case may be.

Such adjustment shall become effective immediately after the Close of Business on the Record Date for such dividend or distribution, or immediately after the Open of Business on the effective date for such subdivision or

7

combination, as the case may be. If any dividend or distribution of the type described in this ‎Section 4.01(a) is declared but not so paid or made, the Exercise Price shall again be adjusted to the Exercise Price that would then be in effect if such dividend or distribution had not been declared or announced, as the case may be.

(ii)In the event of (A) any subdivision or split of the outstanding ADSs, (B) any distribution of additional ADSs to holders of ADSs, or (C) any combination of the outstanding ADSs into a smaller number of ADSs, the Seller shall adjust the Exercise Price (and shall make a corresponding adjustment to the Number of Put Options pursuant to ‎Section 4.02) in effect immediately before the event triggering the adjustment so that the Seller will be entitled to receive, upon the Holder’s exercise of the Put Options issued hereunder, the number of ADSs that the Seller would have been entitled to receive upon the Holder’s exercise immediately following this event had the Put Options issued hereunder been exercised for the underlying ADS immediately before this event or any record date with respect to it.

(b)If the Common Stock ceases to be represented by American Depositary Receipts issued under a depositary receipt program sponsored by the Issuer, or the ADSs cease to be listed on the New York Stock Exchange (and are not at that time listed on another United States national securities exchange), all references in this Put Option Agreement to the ADSs relative to the terms of the Put Options shall be deemed to have been replaced by a reference to the number of shares of Common Stock represented by an ADS on the date the Common Stock ceases to be represented by American Depositary Receipts issued under a depositary receipt program sponsored b y the Issuer or on the last day on which the ADSs were traded on the New York Stock Exchange (or another United States national securities exchange), as the case may be, as adjusted, pursuant to the adjustment provisions of this Put Option Agreement, for any other property the ADSs represented as if the other property had been distributed to holders of the ADSs on that day.

Section 4.02.  Adjustments to Number of Put Options.  Concurrently with any adjustment to the Exercise Price under ‎Section 4.01, the Number of Put Options shall be adjusted such that the Number of Put Options in effect immediately following the effectiveness of such adjustment will be equal to the Number of Put Options in effect immediately prior to such adjustment, multiplied by a fraction, (i) the numerator of which is the Exercise Price in effect immediately prior to such adjustment and (ii) the denominator of which is the Exercise Price in effect immediately following such adjustment, rounded up to the nearest whole number.

8

Section 4.03. Pass-Through of Dividends and Distributions. If an issuance, dividend or other distribution is made to all holders of ADSs of any (i) Cash dividends or distributions, (ii) distributions of any rights or warrants to purchase Common Stock or other securities or assets of the Issuer, (iii) distributions of shares of the Issuer’s Capital Stock (other than Common Stock) or (iv) evidences of the Issuer’s indebtedness (clauses (i) through (iv), collectively, the “Distributed Property”), in each case, for which the Record Date for such issuance, dividend or distribution occurs during the period (the “Recapture Period”) from, and including, the date hereof and to, but excluding, the date on which the Seller becomes the holder of record of any ADSs delivered upon exercise of the Put Options represented by this Put Option Agreement pursuant to  ‎Section 3.03(b), then upon exercise of any Put Options hereunder, the Holder shall, in the case of any Distributed Property described in clause (i) above, pay to the Seller, on the Settlement Date the amount of Cash paid in respect of the numbe r of ADSs underlying the number of Put Options exercised by the Holder, and in the case of any Distributed Property described in clause (ii), clause (iii) or clause (iv) above, at Holder’s election, which shall be set forth in the relevant Exercise Notice, either:

(a)pay to the Seller, on the Settlement Date the net cash proceeds received by the Holder in connection with the sale by the Holder in an arms-length transaction to an unaffiliated third party of an amount of Distributed Property distributed in respect of the number of ADSs underlying the number of Put Options exercised; or

(b)deliver to the Seller, on the Settlement Date, the amount of Distributed Property distributed in respect of the number of ADSs underlying the number of Put Options so exercised by the Holder, as well as any dividends or distributions on such Distributed Property for which the relevant record date occurs in the Recapture Period (including, for the avoidance of doubt, interest payments on debt securities for which the relevant record date occurs in the Recapture Period and principal payments on debt securities for which the relevant maturity occurs in the Recapture Period).

Upon the issuance, dividend or distribution of any Distributed Property described in clause (ii), clause (iii) or clause (iv) above, for which the Record Date occurs during the Recapture Period and for which the Holder has elected to sell such Distributed Property and deliver the net cash proceeds to Seller in accordance with clause ‎(a) above, the Holder agrees (x) to use commercially reasonable efforts to sell promptly such Distributed Property in an arms-length transaction to one or more unaffiliated third parties (which shall include the Seller) and (y) prior to consummating any sale of such Distributed Property to any unaffiliated third party other than the Seller, to grant the Seller a right of first refusal, exercisable for five Trading Days, in respect of any proposed sale of such Distributed Property to any unaffiliated third party other than the Seller (other

9

than any sale of such Distributed Property on an exchange or recognized market at the then-current market price for such Distributed Property or such exchange or recognized market), at a price equal to the proposed sale price.  Upon the consummation of the sale of such Distributed Property to any unaffiliated third party other than the Seller, Holder shall promptly notify the Seller of such sale and the corresponding net cash proceeds therefrom.

Notwithstanding the foregoing, in connection with the issuance, dividend or distribution of any Distributed Property for which the Record Date occurs during the Recapture Period, if the Holder has not received any such Distributed Property as of the Settlement Date or if the Holder has elected to sell such Distributed Property in accordance with clause ‎(a) above and h as not sold such Distributed Property as of the Settlement Date, then the Holder may elect in respect of any Put Options exercised hereunder to defer payment or delivery, as the case may be, of such issuance, dividend or distribution or, if the Holder has elected to sell such Distributed Property, the net cash proceeds received by the Holder in connection with the sale of such Distributed Property in accordance with clause ‎(a) above, in each case, until the third Trading Day immediately following receipt by the Holder of such Distributed Property or, if the Holder has elected to sell such Distributed Property in a ccordance with clause ‎(a) above, the third Trading Day immediately following the sale of such Distributed Property.

Section 4.04.  Restrictions on Adjustments.  (a) Except in accordance with ‎Section 4.01 and ‎Section 4.02, the Exercise Price and the Number of Put Options will not be adjusted for the issuance of Common Stock or ADSs, for any dividend or distribution in respect of the Common Stock or ADSs or any other transaction or event relating to or affecting the Common Stock or ADSs.

(b)No adjustment shall be made to the Exercise Price, nor will any corresponding adjustment be made to the Number of Put Options, unless the adjustment would result in a change of at least 1% of the Exercise Price.

Section 4.05.  Recapitalizations, Reclassifications and Other Changes.(a)If any of the following events occur:

(i)any recapitalization;

(ii)any reclassification or change of the outstanding shares of Common Stock (other than changes resulting from a subdivision or combination to which ‎Section 4.01(a) applies);

(iii)any consolidation, merger or combination involving the Issuer;

10

(iv)any sale or conveyance to a third party of all or substantially all of the Issuer’s assets; or

(v)any statutory share exchange,

(each such event a “Reorganization Event”), in each case as a result of which the Common Stock would be converted into, or exchanged for, stock, other securities, other property or assets (including cash or any combination thereof) (the “Reference Property”), then, following the effective time of the transaction, the Holder’s obligation to deliver ADSs upon exercise of a Put Option shall be changed to an obligation to pay or deliver, at Holder’s election, which shall be set forth in the relevant Exercise Notice, either:

(i)the net cash proceeds received by the Holder in connection with the sale by the Holder in an arms-length transaction to an unaffiliated third party of the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that the Holder received in connection with such Reorganization Event in respect of one ADS (such kind and amount of Reference Property per ADS, a “Unit of Reference Property”); or

(ii)a Unit of Reference Property.

In the event holders of the ADSs have the opportunity to elect the form of consideration to be received in a Reorganization Event, the type and amount of consideration to be delivered upon exercise of a Put Option hereunder, or sold by the Holder in an arms length transaction as described in clause ‎(i) above, from and after the effective time of such Reorganization Event shall be deemed to be the t ypes and amounts of consideration actually received by the Holder in such Reorganization Event in respect of the Holder’s ADSs.

(b)Upon the issuance, dividend or distribution of any non-Cash Reference Property for which the Holder has elected to sell such Reference Property and deliver the net cash proceeds to Seller in accordance with clause (a)(i) above, the Holder agrees (x) to use commercially reasonable efforts to sell promptly such Reference Property in an arms-length transaction to one or more unaffiliated third parties (which shall include the Seller) and (y) prior to consummating any sale of such Reference Property to any unaffiliated third party other than the Seller, to gra nt the Seller a right of first refusal, exercisable for five Trading Days, in respect of any proposed sale of such Distributed Property to any unaffiliated third party other than the Seller (other than any sale of such Reference Property on an exchange or recognized market at the then-current market price for such Reference Property on such exchange or recognized market), at a price equal to the proposed sale price.  Upon the consummation of the sale of such Reference Property to any unaffiliated third party other than the Seller, Holder shall

11

promptly notify the Seller of such sale and the corresponding net cash proceeds therefrom.

(c)At any time from, and including, the effective time of a Reorganization Event, the Full Physical Share Amount per Put Option shall be equal to a single Unit of Reference Property (or, if the Holder elects to sell the Reference Property pursuant to clause (a)‎(i) above, the net cash proceeds received per Unit of Reference Property in such sale).

(d)The above provisions of this ‎Section 4.05 shall similarly apply to successive Reorganization Events.

(e)If this ‎Section 4.05 applies to any event or occurrence, no other provision of this ‎Article 4 shall apply to such event or occurrence.

Section 4.06.  Common Stock Outstanding. For the purposes of this ‎Article 4, the number of shares of Common Stock at any time outstanding shall not include shares held, directly or indirectly, by the Issuer, but shall include shares issuable in respect of scrip certificates issued in lieu of fractions of shares of Common Stock.

Section 4.07.  Seller’s Determinations Final.  The Seller shall be responsible for making all calculations called for under this Put Option Agreement. These calculations include, but are not limited to, the Exercise Date, the Exercise Price, the Number of Put Options and the number of ADSs or Units of Reference Property, if any, to be delivered upon exercise of the Number of Put Options.

Section 4.08.  Notice of Adjustments.  Whenever the Exercise Price or the Number of Put Options is adjusted pursuant to this ‎Article 4, the Seller shall promptly mail to the Holder a notice of the adjustment.

ARTICLE 5

Other Provisions Relating to Rights of Holder

Section 5.01.  Amendments.  No amendment, modification or waiver in respect of this Put Option Agreement will be effective unless in writing (including a writing evidenced by a facsimile transmission) and executed by each of the parties or confirmed by an exchange of telexes or electronic messages on an electronic messaging system.

12

ARTICLE 6

Representations, Warranties and Covenants of the Seller

The Seller hereby represents and warrants to the Purchaser that:

Section 6.01.  Organization and Existence.  The Seller is a corporation (sociedad anónima) duly organized and validly existing under the laws of the Kingdom of Spain.

Section 6.02.  Authorization.  The execution, delivery and performance by the Seller of this Put Option Agreement and the consummation by the Seller of the transactions contemplated hereby are within the powers of the Seller and have been duly authorized by all necessary action on the part of the Seller.  This Put Option Agreement constitutes the valid and binding agreement of the Seller, enforceable against the Seller in accordance with its terms.

Section 6.03.  Governmental and Court Authorization.  The execution, delivery and performance by the Seller of this Put Option Agreement and the consummation by the Seller of the transactions contemplated hereby require no action by, or in respect of, or consent, approval or authorization of, or filing, registration or qualification with, any Governmental Body.

Section 6.04.  Non-contravention.  The execution, delivery and performance by the Seller of this Put Option Agreement do not and shall not (i) contravene or conflict with the articles of incorporation, bylaws or other organizational document binding on the Seller, (ii) contravene or conflict with or constitute a violation of any Applicable Law binding upon or applicable to the Seller or (iii) require any consent, approval or other action by any Person or constitute a default under or give rise to any right of termination, cancellation or acceleration of any right or obligation of the Seller or to a loss of any benefit to which the Seller is entitled under any agreement, contract, indenture, lease or other instrument binding upon the Seller or any license, franchise, permit or other similar authorization held by the Seller.

ARTICLE 7

Representations and Warranties of The Purchaser

Section 7.01.  Private Placement.  The Purchaser hereby represents and warrants to and agrees with the Seller that:

(a)The offer and sale of the Put Options has not been registered under the Securities Act;

13

(b)It is a “qualified institutional buyer” as defined in Rule 144A (a “QIB”) under the Securities Act;

(c)It is acquiring the Put Options for its own account or for one or more accounts (each of which is a QIB and as to each of which it exercises sole investment discretion and for each of which it has full power to make the acknowledgments, representations and agreements herein) and not with a view to, or for sale in connection with, any public resale or distribution thereof;

(d)It understands that no offering circular or prospectus will be provided or prepared in connection with the offer and sale of the Put Options;

(e)It has conducted its own investigation of the Put Options and the Seller and the Seller has not made any representation to it, express or implied, with respect to the Put Options or the Seller.  It has received and reviewed all financial and other information that it believes is necessary or appropriate in connection with its decision to purchase the Put Options;

(f)It represents that it has such knowledge and experience in financial and business matters (including investments in unregistered equity securities of non-U.S. issuers) as to enable it to evaluate the merits and risk of its investment in the Put Options and that it and any accounts for which it is acting is able to bear the economic risk of investing in and holding such Put Options; and

(g)It understands that the Put Options are being offered in a transaction not involving any public offering in the United States within the meaning of the Securities Act.

Section 7.02.  Organization and Existence.  The Purchaser hereby represents and warrants that it is a Collective Investment Trust duly organized, validly existing and in good standing under the laws of California.

Section 7.03. Authorization.  The Purchaser hereby represents and warrants that the execution, delivery and performance by the Purchaser of this Put Option Agreement and the consummation by the Purchaser of the transactions contemplated hereby are within its powers and have been duly authorized by all necessary action on its part.  This Put Option Agreement constitutes a valid and binding agreement enforceable against the Purchaser in accordance with its terms.

Section 7.04. Governmental and Court Authorization.  The Purchaser hereby represents and warrants that the execution, delivery and performance by the Purchaser of this Put Option Agreement and the consummation by the Purchaser of the transactions contemplated hereby require no action by, or in respect of, or consent, approval or authorization of, or filing, registration or qualification with, any Governmental Body.

14

Section 7.05.  Non-contravention.  The Purchaser hereby represents and warrants that the execution, delivery and performance by the Purchaser of this Put Option Agreement do not and shall not (i) contravene or conflict with the articles of incorporation, bylaws or other organizational document binding on the Purchaser, (ii) contravene or conflict with or constitute a violation of any Applicable Law binding upon or applicable to the Purchaser or (iii) require any consent, approval or other action by any Person or constitute a default under or give rise to any right of termination, cancellation or acceleration of any right or obligation of the Purchaser or to a loss of any benefit to which the Purchaser is entitled under any agreement, contract, indenture, lease or other instrument binding upon the Purchaser or any license, franchise, permit or other similar authorization held by the Purchaser.

Section 7.06.  Title to the ADSs.  The Holder has valid title to the ADSs to be delivered upon exercise of the Number of Put Options under this Put Option Agreement, free and clear of all security interests, claims, liens, equities or other encumbrances.

ARTICLE 8

Other Matters

Section 8.01.  Payment of Certain Taxes.  (a) The Seller shall pay any and all documentary, stamp or similar issue or transfer taxes that may be payable upon the initial issuance of the Put Options hereunder.

(b)The Holder shall pay any and all documentary, stamp or similar issue or transfer taxes that may be payable upon the delivery of ADSs upon the exercise of Put Options hereunder and the transfer of American Depositary Receipts in respect thereof in the name of, or in such name as may be directed by, the Seller.

Section 8.02.  Notices.  All notices, requests and other communications to any party hereunder shall be in writing (including facsimile transmission) and shall be given:

if to the Seller, to:

Repsol YPF S.A.

Paseo de la Castellana 278-280

28046 Madrid (Spain)

Att: Corporate Director Finance

Facsimile No.: + 34 90 255 51 34

15

with copies (which shall not constitute notice) to:

Repsol YPF S.A.

Paseo de la Castellana 278-280

28046 Madrid (Spain)

Att: Corporate Director Legal Services

Facsimile No.: + 34 91 348 40 86

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, NY 10017

Att:  Nicholas A. Kronfeld

Facsimile No.: + 1 (212) 450-5950

if to the Purchaser or Holder, to:

Capital International, Inc.

333 South Hope Street

Los Angeles, CA 90071

Attn:  Legal

Facsimile No.: + 1-213-486-9034

or such other address or facsimile number as such party may hereafter specify for the purpose by notice to the other party hereto.  All such notices, requests and other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to 5:00 p.m. in the place of receipt and such day is a Business Day in the place of receipt.  Otherwise, any such notice, request or communication shall be deemed not to have been received until the next succeeding Business Day in the place of receipt.

Section 8.03.  Governing Law.  This Put Option Agreement shall be construed in accordance with and governed by the internal law of the State of New York, without regard to the conflicts of law rules of such state.

Section 8.04.  Jurisdiction.  Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Put Option Agreement or the transactions contemplated hereby may be brought against any of the parties in any United States District Court for the Southern District of New York or any New York State court sitting in New York City, so long as one of such courts shall have subject matter jurisdiction over such suit, action or proceeding, and that any cause of action arising out of this Put Option Agreement shall be deemed to have arisen from a transaction of busi ness in the State of New York, and each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted

16

by law, any objection it may now have or hereafter have to venue laid therein or that any such suit, action or proceeding which is brought in such court has been brought in an inconvenient forum.  Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court.  Without limiting the foregoing, each party agrees that service of process on such party as provided in ‎Section 8.02 shall be deemed effective service of process on such party.

Section 8.05.  WAIVER OF JURY TRIAL.  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS PUT OPTION AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 8.06.  Entire Agreement; Third-Party Beneficiaries.  This Put Option Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings and negotiations, both written and oral, between the parties with respect to the subject matter of this Put Option Agreement.  No representation, inducement, promise, understanding, condition or warranty of either party hereto not set forth herein has been made or relied upon by any party hereto.  Neither this Put Option Agreement nor any provision hereof is intended to co nfer upon any Person other than the parties hereto any rights or remedies hereunder.

Section 8.07.  Captions.  The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof.

Section 8.08.  Counterparts; Effectiveness.  This Put Option Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.  This Agreement shall become effective when each party hereto shall have received a counterpart hereof signed by the other party hereto.

Section 8.09.  Severability.  If any term, provision, covenant or restriction of this Put Option Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Put Option Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.  Upon such a determination, the parties shall negotiate in good faith to modify this Put Option Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner so that the tr ansactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

17

IN WITNESS WHEREOF, this Put Option Agreement has been duly executed by the parties hereto as of the day and year first above written.

Repsol YPF, S.A.
By:	/s/ Fernando Ramírez Mazarredo
	Name: Fernando Ramírez Mazarredo
	Title: Chief Financial Officer

Capital Guardian Emerging Markets Total Opportunities Master Fund,
	as Purchaser and Holder

By: Capital International, Inc.

By:	/s/ Mark E. Brubaker
	Name: Mark E. Brubaker
	Title: Senior Vice President

18

EXHIBIT A

[FORM OF EXERCISE NOTICE]

Repsol YPF S.A.

Paseo de la Castellana 278-280

28046 Madrid (Spain)

Att: Corporate Director Finance

The undersigned (the “Holder”) hereby irrevocably exercises ______________ Put Options (the “Exercised Put Options”).

The Holder hereby confirms that it will, prior to 11:00 a.m., New York City time, on the Settlement Date, cause to be delivered to the Seller the Full Physical Share Amount for each of the Exercised Put Options together with, if applicable, any dividends or distributions (or payments in respect thereof) as set forth in ‎Section 4.03.

[In connection with the distribution of [insert description of Distributed Property of the type described in clause (ii), clause (iii) or clause (iv) of ‎Section 4.03]] on [              , 2011], the Holder hereby elects to:

o    pay to the Seller, on the Settlement Date the net cash proceeds received by the Holder in connection with the sale by the Holder in an arms-length transaction to an unaffiliated third party of the Units of Reference Property underlying the number of Exercised Put Options.

o    deliver to the Seller, on the Settlement Date, the Units of Reference Property underlying the number of Exercised Put Options.]1

[In connection with the Reorganization Event that occurred on [              , 2011], the Holder hereby elects to:

o    pay to the Seller, on the Settlement Date the net cash proceeds received by the Holder in connection with the sale by the Holder in an arms-length transaction to an unaffiliated third party of an amount of Distributed Property distributed in respect of the number of ADSs underlying the Exercised Put Options.

___________________

1 Insert if Distributed Property other than Cash is distributed during the Recapture Period.

A-1

o    deliver to the Seller, on the Settlement Date, the amount of Distributed Property distributed in respect of the number of ADSs underlying the number of Exercised Put Options, as well as any dividends or distributions on such Distributed Property for which the relevant record date occurs in the Recapture Period (including, for the avoidance of doubt, interest payments on debt securities for which the relevant record date occurs in the Recapture Period and principal payments on debt securities for which the relevant maturity occurs in the Recapture Period).]2

[In connection with the distribution of [              ] by the Issuer on the Common Stock for which the Record Date occurred on [               , 2011] but for which the Holder has not [received such Distributed Property as of the date hereof][sold such Distributed Property as of the date hereof], the Holder hereby elects in accordance with ‎ ;Section 4.03 to defer delivery of such [distribution][ payment] until the third Trading Day immediately following [receipt by the Holder of such Distributed Property][the sale of such Distributed Property].]

The Holder hereby directs the Seller to pay the Exercise Price for each of the Exercised Put Options by federal wire transfer as follows:

SWIFT: [               ]

ABA: [                     ]

Acct No: [               ]

Acct Name: [               ]

Trade Ref::  [               ]

Dated: ______________________ Capital Guardian Emerging Markets Total Opportunities Master Fund

By:
	Authorized Signature
	Address:
	Telephone:

___________________

2 Insert if Reorganization Event occurs during the term of the Put Option.

A-2

EX-99.16 17 dp20483_ex9916.htm EXHIBIT 99.16

Exhibit 99.16

EXECUTION VERSION

PUT OPTION AGREEMENT

dated as of December 23, 2010

between

Repsol YPF, S.A.

as Seller

and

Capital Guardian Emerging Markets Total Opportunities Fund for Tax-Exempt Trusts

as Purchaser

TABLE OF CONTENTS

Page

ARTICLE 1
Definitions
Section 1.01.	Certain Definitions	1
ARTICLE 2
Issuance, Execution and Transfer of Put Options
Section 2.01.	Purchase and Sale	4
Section 2.02.	Issuance of Put Options	5
Section 2.03.	Limitations on Transfer	5
ARTICLE 3
Exercise and Settlement of Put Options
Section 3.01.	Exercise of Put Options	5
Section 3.02.	Settlement of Put Options	5
Section 3.03.	Delivery of ADSs	6
Section 3.04.	No Fractional ADSs to Be Delivered	6
Section 3.05.	Calculations Determined by Seller	6
ARTICLE 4
Adjustments
Section 4.01.	Adjustments to Exercise Price	6
Section 4.02.	Adjustments to Number of Put Options	8
Section 4.03.	Pass-Through of Dividends and Distributions.	9
Section 4.04.	Restrictions on Adjustments	10
Section 4.05.	Recapitalizations, Reclassifications and Other Changes	10
Section 4.06.	Common Stock Outstanding.	12
Section 4.07.	Seller’s Determinations Final	12
Section 4.08.	Notice of Adjustments	12
ARTICLE 5
Other Provisions Relating to Rights of Holder
Section 5.01.	Amendments	12

i

ARTICLE 6
Representations, Warranties and Covenants of the Seller
Section 6.01.	Organization and Existence	13
Section 6.02.	Authorization	13
Section 6.03.	Governmental and Court Authorization	13
Section 6.04.	Non-contravention	13
ARTICLE 7
Representations and Warranties of The Purchaser
Section 7.01.	Private Placement	13
Section 7.02.	Organization and Existence	14
Section 7.03.	Authorization	14
Section 7.04.	Governmental and Court Authorization	14
Section 7.05.	Non-contravention	15
Section 7.06.	Title to the ADSs	15
ARTICLE 8
Other Matters
Section 8.01.	Payment of Certain Taxes	15
Section 8.02.	Notices	15
Section 8.03.	Governing Law	16
Section 8.04.	Jurisdiction	16
Section 8.05.	Captions	17
Section 8.08.	Counterparts; Effectiveness	17
Section 8.09.	Severability	17
EXHIBIT A	FORM OF EXERCISE NOTICE	A-1

ii

PUT OPTION AGREEMENT

This Put Option Agreement dated as of December 23, 2010 is between REPSOL YPF, S.A., a corporation organized under the laws of the Kingdom of Spain (the “Seller”), and Capital Guardian Emerging Markets Total Opportunities Fund for Tax-Exempt Trusts (the “Purchaser”).

WITNESSETH THAT:

WHEREAS, pursuant to a Stock Purchase Agreement dated as of December 22, 2010, Seller has agreed to sell and Purchaser has agreed to purchase from Seller 125,867 ADSs (as defined below);

WHEREAS, in connection with such sale and purchase, Purchaser, and each Permitted Transferee, (collectively, the “Purchasers”) collectively desire to purchase from Seller and Seller desires to sell to Purchasers, in the aggregate, a Number of Put Options necessary to reduce the total number of ADSs purchased from Seller by Purchasers to no more than 15% of the Free Float of the ADSs, determined as of the Trading Day immediately preceding the Determination Date;

NOW THEREFORE in consideration of the mutual agreements herein contained, the Seller and the Purchaser agree as follows:

ARTICLE 1

Definitions

Section 1.01.  Certain Definitions.  As used in this Put Option Agreement, the following terms shall have their respective meanings set forth below:

“$” refers to such coin or currency of the United States as at any time of payment is legal tender for the payment of public and private debts.

“ADS” means American Depositary Shares of the Issuer evidenced by American Depositary Receipts and issued pursuant to the Deposit Agreement.

“Affiliate” means a Person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the Issuer.

“Applicable Law” means, with respect to any Person, any federal, state or local law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, order, injunction, judgment, decree, ruling or other similar requirement enacted, adopted, promulgated or applied by a Governmental Body that is binding upon or applicable to such Person, as amended unless expressly specified otherwise.

1

“Board of Directors” means the board of directors of the Seller or any committee of such board of directors duly authorized to exercise the power of such board of directors with respect to the matters provided for in this Put Option Agreement as to which the board of directors is authorized or required to act.

“Business Day” means a day, other than Saturday, Sunday or other day on which commercial banks in New York, New York or Madrid, Spain or Buenos Aires, Argentina are authorized or required by Applicable Law to close.

“Capital Stock” means any and all shares, interests, participations or other equivalents (however designated) of capital stock of the Issuer and all warrants or options to acquire such capital stock.

“Cash” means such coin or currency of the United States as at any time of payment is legal tender for the payment of public and private debts.

“Close of Business” means 5:00 p.m. New York City time.

“Common Stock” means Class D Common Stock, par value 10 Argentinian pesos per share, of the Issuer, subject to ‎Section 4.05.

“Deposit Agreement” means the Amended and Restated Deposit Agreement dated as of November 13, 2009 between the Issuer and Depositary (as the same may be amended, restated or replaced from time to time).

“Depositary” The Bank of New York Mellon, acting as depositary under the Deposit Agreement (and any successor or replacement thereto).

“Determination Date” means December 22, 2011.

“Distributed Property” has the meaning set forth in ‎Section 4.03.

“Exercise Date” has the meaning set forth in ‎Section 3.01.

“Exercise Notice” means, for any Put Option, the exercise notice substantially in the form set forth in Exhibit A hereto.

“Exercise Price” means initially $39.00 per Put Option, subject to adjustment pursuant to ‎Article 4.

“Expiration Date” means, for any Put Option, January 23, 2012, regardless of whether such date is a Trading Day.

“Free Float” means the aggregate number of shares of Common Stock (including shares of Common Stock underlying ADSs) held by non-Affiliates of

2

the Issuer and eligible for resale (in the case of shares of Common Stock, upon conversion into ADSs) without restriction on the New York Stock Exchange.

“Full Physical Share Amount” has the meaning set forth in ‎Section 3.02.

“Governmental Body” means any governmental body, agency or official of any country or political subdivision of any country, including any federal, national, supranational, state, provincial, local or other government, governmental, regulatory or administrative authority (including any self-regulatory organization), agency or commission or any court, tribunal, or judicial or arbitral body.

“Holder” means the Purchaser.

“Issuer” means YPF Sociedad Anónima.

“Number of Put Options” means 125,867; provided that the Number of Put Options shall be reduced, as of the Trading Day prior to the Determination Date, by 0.294% of the Free Float as of the Trading Day prior to the Determination Date, rounded up to the nearest whole number; provided further that if such reduction results in a negative number, the Number of Put Options will be deemed to be zero.  The Number of Put Options shall be subject to adjustment pursuant to ‎Section 4.02.

“Open of Business” means 9:00 a.m., New York City time.

“Permitted Transferee” means each of Capital Guardian Emerging Markets Equity DC Master Fund, Capital International Emerging Markets Fund, Capital Guardian Emerging Markets Equity Fund for Tax-Exempt Trusts, Emerging Markets Growth Fund, Inc., Capital Guardian Emerging Markets Restricted Equity Fund for Tax-Exempt Trusts, Capital International Emerging Markets Total Opportunities, Capital Guardian Emerging Markets Total Opportunities Master Fund and Capital Guardian Emerging Markets Equity Master Fund.

“Person” means an individual, partnership, firm, corporation, business trust, joint stock company, trust, unincorporated association, joint venture, governmental authority or other entity of whatever nature.

“Put Option” means a Put Option of the Seller exercisable for one ADS of the Issuer, subject to adjustment as provided herein, and issued pursuant to this Put Option Agreement with the terms, conditions and rights set forth in this Put Option Agreement.

“Recapture Period” has the meaning set forth in ‎Section 4.03.

3

“Record Date” means, with respect to any dividend, distribution or other transaction or event in which the holders of ADSs have the right to receive any Cash, securities or other property or in which ADSs (or other applicable security) is exchanged for or converted into any combination of Cash, securities or other property, the date fixed for determination of holders of ADSs entitled to receive such Cash, securities or other property (whether such date is fixed by the Board of Directors or by statute, contract or otherwise).

“Reference Property” has the meaning set forth in ‎Section 4.05.

“Reorganization Event” has the meaning set forth in ‎Section 4.05.

“SEC” means Securities and Exchange Commission of the United States.

“Securities Act” means the Securities Act of 1933, as amended.

“Settlement Date” means, in respect of a Put Option that is exercised hereunder, the third Trading Day immediately following the Exercise Date.

“Stock Purchase Agreement” means the Stock Purchase Agreement dated as of December 22, 2010 between the Seller and the Purchaser.

“Trading Day” means (i) if the applicable security is listed on the New York Stock Exchange, a day on which trades may be made thereon or (ii) if the applicable security is listed or admitted for trading on the American Stock Exchange, the NASDAQ Global Select Market, the NASDAQ Global Market or other national securities exchange or market, a day on which the American Stock Exchange, the NASDAQ Global Select Market, the NASDAQ Global Market or such other national securities exchange or market is open for business or (iii) if the applicable security is not so listed, admitted for trading or quoted, any Business Day in New York City, New York.

“Unit of Reference Property” has the meaning set forth in ‎Section 4.05.

ARTICLE 2

Issuance, Execution and Transfer of Put Options

Section 2.01.  Purchase and Sale.  Upon the terms and subject to the conditions of this Put Option Agreement, the Seller agrees to sell to the Purchaser, and the Purchaser agrees to purchase from the Seller, the Number of Put Options in consideration for Purchaser’s agreement to purchase all of the ADSs to be purchased pursuant to the Stock Purchase Agreement.

4

Section 2.02. Issuance of Put Options.  The Number of Put Options issued hereunder shall be represented by this Put Option Agreement.  The issue date of the Put Options shall be the date of the Closing (as defined in the Stock Purchase Agreement). The Put Options issued to the Purchaser at the Closing shall be the only Put Options issued or outstanding under this Put Option Agreement. All Put Options issued under this Put Option Agreement shall in all respects be equally and ratably entitled to the benefits hereof, without preference, priority, or distinction.

Section 2.03.  Limitations on Transfer.Except as set forth in the immediately succeeding sentence, neither this Put Option Agreement, the Put Options evidenced hereby nor any interest or obligation in or under this Put Option Agreement may be directly or indirectly transferred, assigned or otherwise disposed of (whether by way of security or otherwise) by the Purchaser without the prior written consent of the Seller. The Purchaser shall be permitted to transfer or assign the Put Options evidenced hereby and its interests an d obligations under this Put Option Agreement to any Permitted Transferee.  In connection with any transfer or assignment pursuant to the immediately preceding sentence, the Purchaser shall give the Seller prompt written notice of such transfer or assignment, the number of Put Options that have been transferred or assigned and the identity of the relevant transferee or assignee.

ARTICLE 3

Exercise and Settlement of Put Options

Section 3.01.  Exercise of Put Options.During the period beginning at the Open of Business on the Determination Date and ending at the Close of Business on the Expiration Date, the Holder shall be entitled to exercise, in accordance with this ‎Article 3, the full Number of Put Options or any portion thereof (which shall not include any fractional Put Options) by delivering a duly completed and executed Exercise Notice to the Seller; provided that the Holder shall not be entitled to deliver more than one Exercise Notice to the Seller.  Any Put Options not exercised prior to the Close of Business on the Expiration Date shall expire unexercised. The date on which the Holder complies with the requirements for exercise set forth in this ‎Section 3.01 in respect of one or more Put Options is the “Exercise Date” for such Put Options.  However, if such date is not a Trading Day or the Holder satisfies such requirements after the Close of Business on a Trading Day, then the Exercise Date shall be the immediately succeeding Trading Day.  The Seller shall notify the Holder, not later than the Open of Business on the Determination Date of the Number of Put Options.

Section 3.02.  Settlement of Put Options.  For each Put Option exercised hereunder, (i) prior to 11:00 a.m., New York City time, on the Settlement Date, the Holder shall cause to be delivered to the Seller one ADS (the “Full Physical

5

Share Amount”) together with, if applicable, any dividends or distributions (or payments in respect thereof) as set forth in ‎Section 4.03, and (ii) on the Settlement Date, following rece ipt by the Holder of such amounts as set forth in clause ‎(i) above, the Seller shall pay the Exercise Price (determined as of such Exercise Date), by federal wire or other immediately available funds payable to the order of the Holder and notified to the Seller in accordance with ‎Section 8.02.

Section 3.03.  Delivery of ADSs.  (a) In connection with the exercise of any Put Options pursuant to ‎Section 3.02, the Holder shall deliver to the Seller a number of ADSs equal to the Number of Put Options that the Holder so exercises.

(b)The Seller shall for all purposes be deemed to have become the holder of record of any ADSs delivered upon exercise of the Put Options represented by this Put Option Agreement as of the Close of Business on the later of the Exercise Date and the date of payment by the Seller of the Exercise Price in accordance with ‎Section 3.02.  However, if any such date is a date when the ADS transfer books of the Depositary are closed, the Seller shall be deemed to have become the holder of such ADSs at the Close of Business on the next succeeding date on which the ADS transfer books of the Depositary are open.

Section 3.04.  No Fractional ADSs to Be Delivered.(a) Notwithstanding anything to the contrary in this Put Option Agreement, the Holder shall not be required to deliver any fraction of an ADS upon exercise of any Put Options.

(b)The Seller hereby expressly waives its right to receive any fraction of an ADS or a receipt representing a fraction of an ADS.

Section 3.05.  Calculations Determined by Seller.The Seller shall be responsible for performing all calculations required in connection with the exercise and settlement of the Put Options and the delivery of ADSs as described in this ‎Article 3.  In connection therewith, the Seller shall provide prompt written notice to the Holder of the number of ADSs deliverable upon exercise and settlement of the Put Options.

ARTICLE 4

Adjustments

Section 4.01.  Adjustments to Exercise Price.  The Exercise Price for the Put Options shall be subject to adjustment (without duplication) upon the occurrence of any of the following events:

(a)(i) The issuance of Common Stock as a dividend or distribution to all holders of Common Stock, or a subdivision or combination of Common Stock,

6

in which event the Exercise Price shall be adjusted based on the following formula:

where:

EP0 = the Exercise Price in effect immediately prior to the Close of Business on the Record Date for such dividend or distribution, or immediately prior to the Open of Business on the effective date for such subdivision or combination, as the case may be;

EP1 = the Exercise Price in effect immediately after the Close of Business on the Record Date for such dividend or distribution, or immediately after the Open of Business on the effective date for such subdivision or combination, as the case may be;

OS0 = the number of shares of Common Stock outstanding immediately prior to the Close of Business on the Record Date for such dividend or distribution, or immediately prior to the Open of Business on the effective date for such subdivision or combination, as the case may be;

OS1 = the number of shares of Common Stock that would be outstanding immediately after, and solely as a result of, such dividend, distribution, subdivision or combination;

ADS0 = the number of shares of Common Stock represented by an ADS immediately prior to the Close of Business on the Record Date for such dividend or distribution, or immediately prior to the Open of Business on the effective date for such subdivision or combination, as the case may be; and

ADS1 = the number of shares of Common Stock represented by an ADS immediately after giving effect to such dividend, distribution, subdivision or combination, as the case may be.

Such adjustment shall become effective immediately after the Close of Business on the Record Date for such dividend or distribution, or immediately after the Open of Business on the effective date for such subdivision or

7

combination, as the case may be. If any dividend or distribution of the type described in this ‎Section 4.01(a) is declared but not so paid or made, the Exercise Price shall again be adjusted to the Exercise Price that would then be in effect if such dividend or distribution had not been declared or announced, as the case may be.

(ii)In the event of (A) any subdivision or split of the outstanding ADSs, (B) any distribution of additional ADSs to holders of ADSs, or (C) any combination of the outstanding ADSs into a smaller number of ADSs, the Seller shall adjust the Exercise Price (and shall make a corresponding adjustment to the Number of Put Options pursuant to ‎Section 4.02) in effect immediately before the event triggering the adjustment so that the Seller will be entitled to receive, upon the Holder’s exercise of the Put Options issued hereunder, the number of ADSs that the Seller would have been entitled to receive upon the Holder’s exercise immediately following this event had the Put Options issued hereunder been exercised for the underlying ADS immediately before this event or any record date with respect to it.

(b)If the Common Stock ceases to be represented by American Depositary Receipts issued under a depositary receipt program sponsored by the Issuer, or the ADSs cease to be listed on the New York Stock Exchange (and are not at that time listed on another United States national securities exchange), all references in this Put Option Agreement to the ADSs relative to the terms of the Put Options shall be deemed to have been replaced by a reference to the number of shares of Common Stock represented by an ADS on the date the Common Stock ceases to be represented by American Depositary Receipts issued under a depositary receipt program sponsored b y the Issuer or on the last day on which the ADSs were traded on the New York Stock Exchange (or another United States national securities exchange), as the case may be, as adjusted, pursuant to the adjustment provisions of this Put Option Agreement, for any other property the ADSs represented as if the other property had been distributed to holders of the ADSs on that day.

Section 4.02.  Adjustments to Number of Put Options.  Concurrently with any adjustment to the Exercise Price under ‎Section 4.01, the Number of Put Options shall be adjusted such that the Number of Put Options in effect immediately following the effectiveness of such adjustment will be equal to the Number of Put Options in effect immediately prior to such adjustment, multiplied by a fraction, (i) the numerator of which is the Exercise Price in effect immediately prior to such adjustment and (ii) the denominator of which is the Exercise Price in effect immediately following such adjustment, rounded up to the nearest whole number.

8

Section 4.03. Pass-Through of Dividends and Distributions. If an issuance, dividend or other distribution is made to all holders of ADSs of any (i) Cash dividends or distributions, (ii) distributions of any rights or warrants to purchase Common Stock or other securities or assets of the Issuer, (iii) distributions of shares of the Issuer’s Capital Stock (other than Common Stock) or (iv) evidences of the Issuer’s indebtedness (clauses (i) through (iv), collectively, the “Distributed Property”), in each case, for which the Record Date for such issuance, dividend or distribution occurs during the period (the “Recapture Period”) from, and including, the date hereof and to, but excluding, the date on which the Seller becomes the holder of record of any ADSs delivered upon exercise of the Put Options represented by this Put Option Agreement pursuant to  ‎Section 3.03(b), then upon exercise of any Put Options hereunder, the Holder shall, in the case of any Distributed Property described in clause (i) above, pay to the Seller, on the Settlement Date the amount of Cash paid in respect of the numbe r of ADSs underlying the number of Put Options exercised by the Holder, and in the case of any Distributed Property described in clause (ii), clause (iii) or clause (iv) above, at Holder’s election, which shall be set forth in the relevant Exercise Notice, either:

(a)pay to the Seller, on the Settlement Date the net cash proceeds received by the Holder in connection with the sale by the Holder in an arms-length transaction to an unaffiliated third party of an amount of Distributed Property distributed in respect of the number of ADSs underlying the number of Put Options exercised; or

(b)deliver to the Seller, on the Settlement Date, the amount of Distributed Property distributed in respect of the number of ADSs underlying the number of Put Options so exercised by the Holder, as well as any dividends or distributions on such Distributed Property for which the relevant record date occurs in the Recapture Period (including, for the avoidance of doubt, interest payments on debt securities for which the relevant record date occurs in the Recapture Period and principal payments on debt securities for which the relevant maturity occurs in the Recapture Period).

Upon the issuance, dividend or distribution of any Distributed Property described in clause (ii), clause (iii) or clause (iv) above, for which the Record Date occurs during the Recapture Period and for which the Holder has elected to sell such Distributed Property and deliver the net cash proceeds to Seller in accordance with clause ‎(a) above, the Holder agrees (x) to use commercially reasonable efforts to sell promptly such Distributed Property in an arms-length transaction to one or more unaffiliated third parties (which shall include the Seller) and (y) prior to consummating any sale of such Distributed Property to any unaffiliated third party other than the Seller, to grant the Seller a right of first refusal, exercisable for five Trading Days, in respect of any proposed sale of such Distributed Property to any unaffiliated third party other than the Seller (other

9

than any sale of such Distributed Property on an exchange or recognized market at the then-current market price for such Distributed Property or such exchange or recognized market), at a price equal to the proposed sale price.  Upon the consummation of the sale of such Distributed Property to any unaffiliated third party other than the Seller, Holder shall promptly notify the Seller of such sale and the corresponding net cash proceeds therefrom.

Notwithstanding the foregoing, in connection with the issuance, dividend or distribution of any Distributed Property for which the Record Date occurs during the Recapture Period, if the Holder has not received any such Distributed Property as of the Settlement Date or if the Holder has elected to sell such Distributed Property in accordance with clause ‎(a) above and h as not sold such Distributed Property as of the Settlement Date, then the Holder may elect in respect of any Put Options exercised hereunder to defer payment or delivery, as the case may be, of such issuance, dividend or distribution or, if the Holder has elected to sell such Distributed Property, the net cash proceeds received by the Holder in connection with the sale of such Distributed Property in accordance with clause ‎(a) above, in each case, until the third Trading Day immediately following receipt by the Holder of such Distributed Property or, if the Holder has elected to sell such Distributed Property in a ccordance with clause ‎(a) above, the third Trading Day immediately following the sale of such Distributed Property.

Section 4.04.  Restrictions on Adjustments.  (a) Except in accordance with ‎Section 4.01 and ‎Section 4.02, the Exercise Price and the Number of Put Options will not be adjusted for the issuance of Common Stock or ADSs, for any dividend or distribution in respect of the Common Stock or ADSs or any other transaction or event relating to or affecting the Common Stock or ADSs.

(b)No adjustment shall be made to the Exercise Price, nor will any corresponding adjustment be made to the Number of Put Options, unless the adjustment would result in a change of at least 1% of the Exercise Price.

Section 4.05.  Recapitalizations, Reclassifications and Other Changes.(a)If any of the following events occur:

(i)any recapitalization;

(ii)any reclassification or change of the outstanding shares of Common Stock (other than changes resulting from a subdivision or combination to which ‎Section 4.01(a) applies);

(iii)any consolidation, merger or combination involving the Issuer;

10

(iv)any sale or conveyance to a third party of all or substantially all of the Issuer’s assets; or

(v)any statutory share exchange,

(each such event a “Reorganization Event”), in each case as a result of which the Common Stock would be converted into, or exchanged for, stock, other securities, other property or assets (including cash or any combination thereof) (the “Reference Property”), then, following the effective time of the transaction, the Holder’s obligation to deliver ADSs upon exercise of a Put Option shall be changed to an obligation to pay or deliver, at Holder’s election, which shall be set forth in the relevant Exercise Notice, either:

(i)the net cash proceeds received by the Holder in connection with the sale by the Holder in an arms-length transaction to an unaffiliated third party of the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that the Holder received in connection with such Reorganization Event in respect of one ADS (such kind and amount of Reference Property per ADS, a “Unit of Reference Property”); or

(ii)a Unit of Reference Property.

In the event holders of the ADSs have the opportunity to elect the form of consideration to be received in a Reorganization Event, the type and amount of consideration to be delivered upon exercise of a Put Option hereunder, or sold by the Holder in an arms length transaction as described in clause ‎(i) above, from and after the effective time of such Reorganization Event shall be deemed to be the t ypes and amounts of consideration actually received by the Holder in such Reorganization Event in respect of the Holder’s ADSs.

(b)Upon the issuance, dividend or distribution of any non-Cash Reference Property for which the Holder has elected to sell such Reference Property and deliver the net cash proceeds to Seller in accordance with clause (a)(i) above, the Holder agrees (x) to use commercially reasonable efforts to sell promptly such Reference Property in an arms-length transaction to one or more unaffiliated third parties (which shall include the Seller) and (y) prior to consummating any sale of such Reference Property to any unaffiliated third party other than the Seller, to gra nt the Seller a right of first refusal, exercisable for five Trading Days, in respect of any proposed sale of such Distributed Property to any unaffiliated third party other than the Seller (other than any sale of such Reference Property on an exchange or recognized market at the then-current market price for such Reference Property on such exchange or recognized market), at a price equal to the proposed sale price.  Upon the consummation of the sale of such Reference Property to any unaffiliated third party other than the Seller, Holder shall

11

promptly notify the Seller of such sale and the corresponding net cash proceeds therefrom.

(c)At any time from, and including, the effective time of a Reorganization Event, the Full Physical Share Amount per Put Option shall be equal to a single Unit of Reference Property (or, if the Holder elects to sell the Reference Property pursuant to clause (a)‎(i) above, the net cash proceeds received per Unit of Reference Property in such sale).

(d)The above provisions of this ‎Section 4.05 shall similarly apply to successive Reorganization Events.

(e)If this ‎Section 4.05 applies to any event or occurrence, no other provision of this ‎Article 4 shall apply to such event or occurrence.

Section 4.06.  Common Stock Outstanding. For the purposes of this ‎Article 4, the number of shares of Common Stock at any time outstanding shall not include shares held, directly or indirectly, by the Issuer, but shall include shares issuable in respect of scrip certificates issued in lieu of fractions of shares of Common Stock.

Section 4.07.  Seller’s Determinations Final.  The Seller shall be responsible for making all calculations called for under this Put Option Agreement. These calculations include, but are not limited to, the Exercise Date, the Exercise Price, the Number of Put Options and the number of ADSs or Units of Reference Property, if any, to be delivered upon exercise of the Number of Put Options.

Section 4.08.  Notice of Adjustments.  Whenever the Exercise Price or the Number of Put Options is adjusted pursuant to this ‎Article 4, the Seller shall promptly mail to the Holder a notice of the adjustment.

ARTICLE 5

Other Provisions Relating to Rights of Holder

Section 5.01.  Amendments.  No amendment, modification or waiver in respect of this Put Option Agreement will be effective unless in writing (including a writing evidenced by a facsimile transmission) and executed by each of the parties or confirmed by an exchange of telexes or electronic messages on an electronic messaging system.

12

ARTICLE 6

Representations, Warranties and Covenants of the Seller

The Seller hereby represents and warrants to the Purchaser that:

Section 6.01.  Organization and Existence.  The Seller is a corporation (sociedad anónima) duly organized and validly existing under the laws of the Kingdom of Spain.

Section 6.02.  Authorization.  The execution, delivery and performance by the Seller of this Put Option Agreement and the consummation by the Seller of the transactions contemplated hereby are within the powers of the Seller and have been duly authorized by all necessary action on the part of the Seller.  This Put Option Agreement constitutes the valid and binding agreement of the Seller, enforceable against the Seller in accordance with its terms.

Section 6.03.  Governmental and Court Authorization.  The execution, delivery and performance by the Seller of this Put Option Agreement and the consummation by the Seller of the transactions contemplated hereby require no action by, or in respect of, or consent, approval or authorization of, or filing, registration or qualification with, any Governmental Body.

Section 6.04.  Non-contravention.  The execution, delivery and performance by the Seller of this Put Option Agreement do not and shall not (i) contravene or conflict with the articles of incorporation, bylaws or other organizational document binding on the Seller, (ii) contravene or conflict with or constitute a violation of any Applicable Law binding upon or applicable to the Seller or (iii) require any consent, approval or other action by any Person or constitute a default under or give rise to any right of termination, cancellation or acceleration of any right or obligation of the Seller or to a loss of any benefit to which the Seller is entitled under any agreement, contract, indenture, lease or other instrument binding upon the Seller or any license, franchise, permit or other similar authorization held by the Seller.

ARTICLE 7

Representations and Warranties of The Purchaser

Section 7.01.  Private Placement.  The Purchaser hereby represents and warrants to and agrees with the Seller that:

(a)The offer and sale of the Put Options has not been registered under the Securities Act;

13

(b)It is a “qualified institutional buyer” as defined in Rule 144A (a “QIB”) under the Securities Act;

(c)It is acquiring the Put Options for its own account or for one or more accounts (each of which is a QIB and as to each of which it exercises sole investment discretion and for each of which it has full power to make the acknowledgments, representations and agreements herein) and not with a view to, or for sale in connection with, any public resale or distribution thereof;

(d)It understands that no offering circular or prospectus will be provided or prepared in connection with the offer and sale of the Put Options;

(e)It has conducted its own investigation of the Put Options and the Seller and the Seller has not made any representation to it, express or implied, with respect to the Put Options or the Seller.  It has received and reviewed all financial and other information that it believes is necessary or appropriate in connection with its decision to purchase the Put Options;

(f)It represents that it has such knowledge and experience in financial and business matters (including investments in unregistered equity securities of non-U.S. issuers) as to enable it to evaluate the merits and risk of its investment in the Put Options and that it and any accounts for which it is acting is able to bear the economic risk of investing in and holding such Put Options; and

(g)It understands that the Put Options are being offered in a transaction not involving any public offering in the United States within the meaning of the Securities Act.

Section 7.02.  Organization and Existence.  The Purchaser hereby represents and warrants that it is a Common Trust Fund duly organized, validly existing and in good standing under the laws of California.

Section 7.03. Authorization.  The Purchaser hereby represents and warrants that the execution, delivery and performance by the Purchaser of this Put Option Agreement and the consummation by the Purchaser of the transactions contemplated hereby are within its powers and have been duly authorized by all necessary action on its part.  This Put Option Agreement constitutes a valid and binding agreement enforceable against the Purchaser in accordance with its terms.

Section 7.04. Governmental and Court Authorization.  The Purchaser hereby represents and warrants that the execution, delivery and performance by the Purchaser of this Put Option Agreement and the consummation by the Purchaser of the transactions contemplated hereby require no action by, or in respect of, or consent, approval or authorization of, or filing, registration or qualification with, any Governmental Body.

14

Section 7.05.  Non-contravention.  The Purchaser hereby represents and warrants that the execution, delivery and performance by the Purchaser of this Put Option Agreement do not and shall not (i) contravene or conflict with the articles of incorporation, bylaws or other organizational document binding on the Purchaser, (ii) contravene or conflict with or constitute a violation of any Applicable Law binding upon or applicable to the Purchaser or (iii) require any consent, approval or other action by any Person or constitute a default under or give rise to any right of termination, cancellation or acceleration of any right or obligation of the Purchaser or to a loss of any benefit to which the Purchaser is entitled under any agreement, contract, indenture, lease or other instrument binding upon the Purchaser or any license, franchise, permit or other similar authorization held by the Purchaser.

Section 7.06.  Title to the ADSs.  The Holder has valid title to the ADSs to be delivered upon exercise of the Number of Put Options under this Put Option Agreement, free and clear of all security interests, claims, liens, equities or other encumbrances.

ARTICLE 8

Other Matters

Section 8.01.  Payment of Certain Taxes.  (a) The Seller shall pay any and all documentary, stamp or similar issue or transfer taxes that may be payable upon the initial issuance of the Put Options hereunder.

(b)The Holder shall pay any and all documentary, stamp or similar issue or transfer taxes that may be payable upon the delivery of ADSs upon the exercise of Put Options hereunder and the transfer of American Depositary Receipts in respect thereof in the name of, or in such name as may be directed by, the Seller.

Section 8.02.  Notices.  All notices, requests and other communications to any party hereunder shall be in writing (including facsimile transmission) and shall be given:

if to the Seller, to:

Repsol YPF S.A.

Paseo de la Castellana 278-280

28046 Madrid (Spain)

Att: Corporate Director Finance

Facsimile No.: + 34 90 255 51 34

15

with copies (which shall not constitute notice) to:

Repsol YPF S.A.

Paseo de la Castellana 278-280

28046 Madrid (Spain)

Att: Corporate Director Legal Services

Facsimile No.: + 34 91 348 40 86

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, NY 10017

Att:  Nicholas A. Kronfeld

Facsimile No.: + 1 (212) 450-5950

if to the Purchaser or Holder, to:

Capital International, Inc.

333 South Hope Street

Los Angeles, CA 90071

Attn:  Legal

Facsimile No.: + 1-213-486-9034

or such other address or facsimile number as such party may hereafter specify for the purpose by notice to the other party hereto.  All such notices, requests and other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to 5:00 p.m. in the place of receipt and such day is a Business Day in the place of receipt.  Otherwise, any such notice, request or communication shall be deemed not to have been received until the next succeeding Business Day in the place of receipt.

Section 8.03.  Governing Law.  This Put Option Agreement shall be construed in accordance with and governed by the internal law of the State of New York, without regard to the conflicts of law rules of such state.

Section 8.04.  Jurisdiction.  Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Put Option Agreement or the transactions contemplated hereby may be brought against any of the parties in any United States District Court for the Southern District of New York or any New York State court sitting in New York City, so long as one of such courts shall have subject matter jurisdiction over such suit, action or proceeding, and that any cause of action arising out of this Put Option Agreement shall be deemed to have arisen from a transaction of busi ness in the State of New York, and each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted

16

by law, any objection it may now have or hereafter have to venue laid therein or that any such suit, action or proceeding which is brought in such court has been brought in an inconvenient forum.  Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court.  Without limiting the foregoing, each party agrees that service of process on such party as provided in ‎Section 8.02 shall be deemed effective service of process on such party.

Section 8.05.  WAIVER OF JURY TRIAL.  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS PUT OPTION AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 8.06.  Entire Agreement; Third-Party Beneficiaries.  This Put Option Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings and negotiations, both written and oral, between the parties with respect to the subject matter of this Put Option Agreement.  No representation, inducement, promise, understanding, condition or warranty of either party hereto not set forth herein has been made or relied upon by any party hereto.  Neither this Put Option Agreement nor any provision hereof is intended to co nfer upon any Person other than the parties hereto any rights or remedies hereunder.

Section 8.07.  Captions.  The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof.

Section 8.08.  Counterparts; Effectiveness.  This Put Option Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.  This Agreement shall become effective when each party hereto shall have received a counterpart hereof signed by the other party hereto.

Section 8.09.  Severability.  If any term, provision, covenant or restriction of this Put Option Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Put Option Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.  Upon such a determination, the parties shall negotiate in good faith to modify this Put Option Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner so that the tr ansactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

17

IN WITNESS WHEREOF, this Put Option Agreement has been duly executed by the parties hereto as of the day and year first above written.

Repsol YPF, S.A.
By:	/s/ Fernando Ramírez Mazarredo
	Name: Fernando Ramírez Mazarredo
	Title: Chief Financial Officer

Capital Guardian Emerging Markets Total Opportunities Fund for Tax-Exempt Trusts,
	as Purchaser and Holder

By: Capital International, Inc.

By:	/s/ Mark E. Brubaker
	Name: Mark E. Brubaker
	Title: Senior Vice President

18

EXHIBIT A

[FORM OF EXERCISE NOTICE]

Repsol YPF S.A.

Paseo de la Castellana 278-280

28046 Madrid (Spain)

Att: Corporate Director Finance

The undersigned (the “Holder”) hereby irrevocably exercises ______________ Put Options (the “Exercised Put Options”).

The Holder hereby confirms that it will, prior to 11:00 a.m., New York City time, on the Settlement Date, cause to be delivered to the Seller the Full Physical Share Amount for each of the Exercised Put Options together with, if applicable, any dividends or distributions (or payments in respect thereof) as set forth in ‎Section 4.03.

[In connection with the distribution of [insert description of Distributed Property of the type described in clause (ii), clause (iii) or clause (iv) of ‎Section 4.03]] on [              , 2011], the Holder hereby elects to:

o    pay to the Seller, on the Settlement Date the net cash proceeds received by the Holder in connection with the sale by the Holder in an arms-length transaction to an unaffiliated third party of the Units of Reference Property underlying the number of Exercised Put Options.

o    deliver to the Seller, on the Settlement Date, the Units of Reference Property underlying the number of Exercised Put Options.]1

[In connection with the Reorganization Event that occurred on [              , 2011], the Holder hereby elects to:

o    pay to the Seller, on the Settlement Date the net cash proceeds received by the Holder in connection with the sale by the Holder in an arms-length transaction to an unaffiliated third party of an amount of Distributed Property distributed in respect of the number of ADSs underlying the Exercised Put Options.

___________________

1 Insert if Distributed Property other than Cash is distributed during the Recapture Period.

A-1

o    deliver to the Seller, on the Settlement Date, the amount of Distributed Property distributed in respect of the number of ADSs underlying the number of Exercised Put Options, as well as any dividends or distributions on such Distributed Property for which the relevant record date occurs in the Recapture Period (including, for the avoidance of doubt, interest payments on debt securities for which the relevant record date occurs in the Recapture Period and principal payments on debt securities for which the relevant maturity occurs in the Recapture Period).]2

[In connection with the distribution of [              ] by the Issuer on the Common Stock for which the Record Date occurred on [               , 2011] but for which the Holder has not [received such Distributed Property as of the date hereof][sold such Distributed Property as of the date hereof], the Holder hereby elects in accordance with ‎ ;Section 4.03 to defer delivery of such [distribution][ payment] until the third Trading Day immediately following [receipt by the Holder of such Distributed Property][the sale of such Distributed Property].]

The Holder hereby directs the Seller to pay the Exercise Price for each of the Exercised Put Options by federal wire transfer as follows:

SWIFT: [               ]

ABA: [                     ]

Acct No: [               ]

Acct Name: [               ]

Trade Ref::  [               ]

Dated: ______________________ Capital Guardian Emerging Markets Total Opportunities Fund for Tax-Exempt Trusts

By:
	Authorized Signature
	Address:
	Telephone:

___________________

2 Insert if Reorganization Event occurs during the term of the Put Option.

A-2

EX-99.17 18 dp20483_ex9917.htm EXHIBIT 99.17

Exhibit 99.17

REGISTRATION RIGHTS AGREEMENT

Registration Rights Agreement (this “Agreement”), dated as of December 22, 2010 among Repsol YPF, S.A., a Spanish company (the “Vendor”) and Capital International, Inc. (“Capital International”), acting as representative of the several purchasers named in Exhibit A hereto (each, a “Purchaser” and, collectively, the “Purchasers”).

Whereas, YPF Sociedad Anónima, an Argentine company (the “Company”) has established, with The Bank of New York Mellon, as depositary (the “Depositary”), an American depositary receipt program (such program and any successor or replacement program, the “ADR Program”) pursuant to the Amended and Restated Deposit Agreement dated as of November 13, 2009 among the Company, the Depositary and the holders from time to time of the American depositary shares issued thereunder (the “ADR Deposit Agreement”);

Whereas, on this date, and simultaneously with the signing of this Agreement, the Vendor and the Purchasers have entered into a Stock Purchase Agreement, pursuant to which the Purchasers will buy from the Vendor an aggregate number of 6,410,257 American depositary shares of the Company (the “ADSs”), each of which represents one Class D Share of the Company, par value 10 pesos per share (a “Share” and, collectively, the “Shares”), pursuant to and in accordance with the terms set forth in such agreement;

Whereas, the Vendor and the Purchasers have agreed to enter into a Put Option Agreement pursuant to which the Purchasers may under certain circumstances sell part of the ADSs to the Vendor, pursuant to and in accordance with the terms set forth in such agreement.

Whereas, the ADSs are represented by American depositary receipts issued by the Depositary and bearing the legend set forth in Section 2.02 of the Stock Purchase Agreement (each a “Restricted ADR”);

Whereas, the Company has unrestricted American depositary shares, each representing one Share issued under the ADR Deposit Agreement (the “Unrestricted ADRs”) which are listed on the New York Stock Exchange and the Shares are authorized for public offering in Argentina and are listed on the Buenos Aires Stock Exchange;

Whereas, in order to induce the Purchasers to enter into the Stock Purchase Agreement, the Vendor has agreed to provide the Purchasers with the rights set forth in this Agreement;

Now, Therefore, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

Section 1.  Definitions.  As used in this Agreement, the following terms shall have the following meanings:

“Additional Amounts” shall have the meaning set forth in Section 9(m) hereof.

“ADR Program” shall have the meaning set forth in the introductory clauses hereof.

“Advice” shall have the meaning set forth in Section 4 hereof.

“Affiliate” means, with respect to any specified person, any other person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified person.  For the purposes of this definition, “control” when used with respect to any specified person means the power to direct the management and policies of such person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Authorized Agent” shall have the meaning set forth in Section 9(l) hereof.

“Business Day” means any day that is not a Saturday, a Sunday or a legal holiday on which banking institutions in the State of New York, Madrid or Buenos Aires are not required to be open.

“Capital Stock” means, with respect to any person, any and all shares, interests, participations or other equivalents (however designated) of corporate stock issued by such person, including each class of common stock and preferred stock of such person and any depositary receipts evidencing Capital Stock.

“Company” shall have the meaning set forth in the introductory clauses hereof.

“Delay Period” shall have the meaning set forth in Section 2(d) hereof.

“Depositary” shall have the meaning set forth in the introductory clauses hereof.

“Effectiveness Period” shall have the meaning set forth in Section 2(c) hereof.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.

“FINRA” shall have the meaning set forth in Section 4(i) hereof.

“Interruption Period” shall have the meaning set forth in Section 4 hereof.

“indemnified party” shall have the meaning set forth in Section 6(c) hereof.

2

“indemnifying party” shall have the meaning set forth in Section 6(c) hereof.

“Liquidated Damages Amount” shall mean, as of the relevant date of determination, an amount payable per Registrable Share outstanding equal to the closing New York Stock Exchange price of an ADS as of such date of determination multiplied by the number of days during which a Default has occurred and is continuing multiplied by 0.05, and divided by 365, except that in the case of a Default under Section 7(iii), such amount shall be calculated only with respect to the Registrable Shares as to which such Default has occurred.

“Losses” shall have the meaning set forth in Section 6(a) hereof.

“Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.

“Prospectus” means the prospectus included in any registration statement (including a prospectus that discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A or 430B), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Shares covered by such registration statement and all other amendments and supplements to such prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such prospectus.

“Purchaser(s)” shall have the meaning set forth in the introductory clauses hereof.

“Registrable Shares” means any ADSs owned by the Purchasers, unless (i) they have been effectively registered under Section 5 of the Securities Act and disposed of pursuant to an effective Registration Statement or (ii) such securities may be freely transferred without registration under the Securities Act (as determined by an opinion (addressed to a Purchaser and the Depositary) of nationally recognized U.S. counsel to the Company, which counsel must also be reasonably satisfactory to such Purchaser).  In addition, a Purchaser’s ADSs shall cease to constitute Registrable Shares if all of the its ADSs may be sold under Rule 144 during any 90-day period (as determined by an opinion (addres sed to such Purchaser and the Depositary) of nationally recognized U.S. counsel to the Company, which counsel must also be reasonably satisfactory to the Purchaser). Registrable Shares shall not include any securities owned by the Company or any of its subsidiaries.

“Default” shall have the meaning set forth in Section 7 hereof.

“Registration Statement” means a registration statement under the Securities Act filed by the Company that registers the transfer of any of the ADSs pursuant to the

3

provisions of this Agreement, including the related Prospectus, all amendments and supplements to such registration statement, including pre- and post-effective amendments, all exhibits thereto and all material incorporated by reference or deemed to be incorporated by reference in such registration statement.  The term “Registration Statement” shall also include any registration statement filed pursuant to Rule 462(b) to register additional securities in connection with any offering.

“Restricted ADSs” shall have the meaning set forth in the introductory clauses hereof.

“SEC” means the U.S. Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.

“Vendor”shall have the meaning set forth in the introductory clauses hereof.

              “underwritten registration” or “underwritten offering” means a registration under the Securities Act in which securities of the Company are sold to an underwriter for reoffering to the public.

“Unrestricted ADSs” shall have the meaning set forth in the introductory clauses hereof.

Section 2.  Mandatory Registration and Effectiveness of Registration Statement and Sales under Registration Statement.  (a) The Vendor shall, in its capacity as a shareholder of the Company, cause the Company to, no later than February 17, 2011 (the “Filing Deadline”), prepare and file with the SEC a Registration Statement covering the ADSs and underlying Shares, subject to receipt of the necessary information from the Purchasers in accordance with Section 4 hereof and shall ensure that (i ) the Registration Statement and any amendment thereto and any Prospectus forming a part thereof and any amendment or supplement thereto comply in all material respects with the Securities Act and the rules and regulations thereunder, (ii) the Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus forming a part of the Registration Statement, and any amendment or supplement to such Prospectus, does not as of its respective date include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

(b)  The Vendor shall, in its capacity as a shareholder of the Company, cause the Company to use commercially reasonable efforts to cause the Registration Statement to be declared effective as promptly as practicable, and in any event no later than (i) 15 days after the Filing Deadline if the staff of the SEC determines not to review the Registration Statement and grants a timely request by the Company for acceleration of

4

the effectiveness of the Registration Statement and (ii) 150 days after the Filing Deadline if the staff of the SEC reviews the Registration Statement or fails to timely approve such request.

(c)  Subject to clauses (d) and (e) below and Section 4(a), the Vendor shall, in its capacity as a shareholder of the Company, cause the Company to use commercially reasonable efforts to keep the Registration Statement continuously effective and usable for the resale of the Registrable Shares covered thereby in accordance with the intended method or methods of disposition described therein until such date as (i) there are no Registrable Shares outstanding, or (ii) all of the Registrable Shares covered by such Registration Statement (A) have been sold pursuant to such Registration Statement or (B) may be sold under Rule 144 and the legend set forth in Exhibit D hereto, or any similar legend, has been removed therefrom (such period of continuous ef fectiveness is hereinafter referred to as the “Effectiveness Period”).  The Vendor undertakes to cause such legend to be removed as soon as is legally permitted and reasonably practicable.

(d)  The Company shall be entitled to suspend the use of any effective Registration Statement under this Section 2, for a reasonable period of time, but not in excess of 30 days (a “Delay Period”), if the Board of Directors of the Company or, if applicable, of the Vendor, (i) determines that in such Board of Directors’ reasonable judgment and good faith, the registration and distribution of the Registrable Shares covered or to be covered by such Registration Statement would materially interfere with any pending material financing, acquisition or corporate reorganization or other material corporate development involving the Company or any of its material subsidiaries or affiliates or would requ ire or result in premature disclosure thereof or would interfere with or require premature disclosure of any public offering by the Vendor of the Company’s Shares, and (ii) gives the Purchasers written notice of such determination at least one Business Day in advance of the commencement of such Delay Period to the extent that it is reasonably possible to do so, provided, however, that (i) the aggregate number of days included in all Delay Periods during any consecutive 12 months shall not exceed 60 days and (ii) a period of at least 60 days shall elapse between the termination of any Delay Period and the commencement of the immediately succeeding Delay Period.  The Vendor shall cause the Company not to initiate or continue a Delay Period unless the Company shall (A) concurrently prohibit sales by all other security holders under registration statement s covering securities held by such other security holders; and (B) in accordance with the Company’s policies from time to time in effect, if any, forbid purchases and sales in the open market by senior executives of the Company.

(e)  Notwithstanding anything contained in this Agreement, the Company shall be entitled to suspend the use of any effective Registration Statement in connection with any acquisition or similar transaction by the Company or any of its Affiliates that requires the inclusion of separate financial statements and/or pro forma financial statements in the Registration Statement for so long as is reasonably necessary to prepare such statements.

(f)  Each of the Purchasers shall give written notice to the Company and Vendor, informing them of its intention to sell Registrable Shares under the Registration Statement and any resale of Registrable Shares under the Registration

5

Statement shall not commence until at least three Business Days after receipt of such notice by the Company and Vendor. For the purposes of this Section 2(f), such notice of intention to sell shall remain effective until the earlier of (i) receipt by the Purchasers of a notice of a Delay Period pursuant to Section 2(d), (ii) receipt by the Purchasers of a notice of an Interruption Period pursuant to Section 4 and (iii) the commencement of the period described in Section 2(e).

Section 3.  Argentine Registration.  The Vendor shall, in its capacity as a shareholder of the Company, cause the Company to use commercially reasonable efforts to keep the Company’s Shares authorized for public offering with the Argentine Comisión Nacional de Valores and listed with the Buenos Aires Stock Exchange.  The Company will be entitled to require the Purchasers or the underwriter participating in any offering hereunder to suspend such public offering of the Company ’s Shares during a Delay Period; provided that the Vendor shall procure that the conditions set forth in Section 2(d) are met during the period set forth in Section 2(e).

Section 4.  Procedures and Further Agreements.  In connection with the registration obligations set forth in Section 2 hereof (and subject to Section 2) and for so long as there are any Registrable Shares (except as provided for in Section 9(a)), the Vendor shall, in its capacity as a shareholder of the Company, cause the Company to:

(a)   prepare and file with the SEC such amendments (including post-effective amendments) to the Registration Statement, and such supplements to the related Prospectus, as may be required by the rules, regulations or instructions applicable to the Securities Act during the applicable period in accordance with the intended methods of disposition specified by the Purchasers, make generally available earnings statements satisfying the provisions of Section 11(a) of the Securities Act (provided that the Company shall be deemed to have complied with this clause (a) if it has complied with Rule 158 under the Securities Act), and cause the related Prospectus as so supplemented to be filed pursuant to Rule 424 under the Securities Act;

(b)   notify the Purchasers promptly and (if requested in writing) confirm such notice in writing, (i) when any Prospectus supplement or post-effective amendment has been filed, and, with respect to the Registration Statement and any post-effective amendment, when the same has become effective, (ii) of any request by the SEC for amendments or supplements to the Registration Statement or the related Prospectus or for additional information regarding the Purchasers, (iii) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose, (iv) of the receipt by the Company of any notification with respect to the qualification or exemption from qualification of any of the Registrable Shares for sale in any jurisdiction or the initiation of any proceed ing for such purpose of which the

6

Company has received notice, and (v) of the happening of any event that requires the making of any changes in the Registration Statement, Prospectus or documents incorporated or deemed to be incorporated therein by reference so that they will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading;

(c)   use commercially reasonable efforts to prevent the issuance of any order suspending the effectiveness of the Registration Statement or the qualification or exemption from qualification of any Registrable Shares for sale in any jurisdiction in the United States, and to obtain the lifting or withdrawal of any such order at the earliest practicable time;

(d)   if requested in writing by a Purchaser, furnish to such Purchaser, counsel for such Purchaser without charge, one conformed copy of the Registration Statement, as declared effective by the SEC, and of each post-effective amendment thereto, in each case including financial statements and schedules and all exhibits and reports incorporated or deemed to be incorporated therein by reference; and deliver, without charge, such number of copies of the preliminary prospectus, any amended preliminary prospectus, each final Prospectus and any post-effective amendment or supplement thereto, as such Purchaser may reasonably request in order to facilitate the disposition of the Registrable Shares covered by such Registration Statement in conformity with the requirements of the Securities Act, provided that t he Vendor shall have no obligation to cause the Company to provide any document pursuant to this clause (d) that is available on the SEC’s EDGAR system;

(e)   prior to any public offering of Registrable Shares covered by the Registration Statement, use commercially reasonable efforts to register or qualify such Registrable Shares for offer and sale under the securities or Blue Sky laws of such jurisdictions in the United States as the Purchasers shall reasonably request in writing; provided, however, that the Vendor shall in no event be required to cause the Company to qualify generally to do business as a foreign corporation or as a dealer in any jurisdiction where it is not at the time so qualified or to execute or file a general consent to service of process in any such jurisdiction or to take any action that would subject it to general service of process or taxation in any such jurisdiction where it is not then subject;

(f)   upon the occurrence of any event contemplated by paragraph 4(b)(v) above, prepare a supplement or post-effective amendment to, or an Exchange Act filing incorporated by reference into, the Registration Statement or the related Prospectus or any document incorporated or deemed to be incorporated therein by reference and file any other required document so that, as thereafter delivered (or made available by filing with the SEC) to the

7

purchasers of the Registrable Shares being sold thereunder (including upon the termination of any Delay Period), such Prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading;

(g)   use commercially reasonable efforts to maintain the ADR Program until the expiration of this Agreement;

(h)   use commercially reasonable efforts to cause (i) all Shares and Unrestricted ADRs to continue to be listed on The New York Stock Exchange (including seeking to cure in the Company’s listing or inclusion application any deficiencies cited by the exchange or market), and (ii) all Shares to continue to be listed on the Buenos Aires Stock Exchange and any other stock exchange upon which the Company has Shares listed;

(i)   cooperate and assist in any filings required to be made with the Financial Industry Regulatory Authority (“FINRA”);

(j)    include such information regarding the plan of distribution (substantially in the form of Exhibit C attached hereto) of the Registrable Shares in any Registration Statement and Prospectus as the Purchasers may reasonably request;

(k)   cause to be maintained a registrar and transfer agent for all Registrable Shares covered by any Registration Statement; and

(l)   remove the restrictive legend set forth in Exhibit D from the Restricted ADR to the extent required pursuant to Section 4A.

The Company may require the Purchasers to furnish such information, within ten Business Days of any such request, regarding the Purchasers and the Purchasers’ intended method of disposition of such Registrable Shares as it may from time to time reasonably request in writing.  If any of the Purchasers fails to furnish such information within ten Business Days after receipt of such request, notwithstanding anything to the contrary in this Agreement the Company may withdraw (or refuse to file, if applicable) the Registration Statement.

Each of the Purchasers agrees that, upon receipt by each such Purchaser of any notice from the Company of the happening of any event of the kind described in Section 4(b)(ii), 4(b)(iii), 4(b)(iv) or 4(b)(v) hereof, which notice the Vendor shall cause the Company to deliver at least one Business Day in advance of the commencement of an Interruption Period (as defined herein) to the extent that it is reasonably possible to do so, it shall discontinue disposition of any Registrable Shares covered by such Registration Statement or the related Prospectus until receipt of the copies of the supplemented or amended Prospectus contemplated by Section 4(f) hereof, or until such Purchaser is

8

advised in writing (the “Advice”), by the Company that the use of the applicable Prospectus may be resumed, and has received copies of any amended or supplemented Prospectus or any additional or supplemental filings which are incorporated, or deemed to be incorporated, by reference in such Prospectus (such period during which disposition is discontinued being an “Interruption Period”) and, if requested by the Company, such Purchaser shall deliver to the Company all copies then in its possession, other than permanent file copies then in the Purchaser’s possession, of the Prospectus covering such Registrable Shares at the time of receipt of such request.

Each of the Purchasers further agrees not to utilize any material other than the applicable current preliminary prospectus or Prospectus in connection with the offering of such Registrable Shares.

Section 4A.  Restrictive Legend.   The legend set forth in Exhibit D shall be removed from the Restricted ADR upon which it is stamped or the Restricted ADR shall be cancelled and replaced with an Unrestricted ADR credited to the applicable balance account at the Depository Trust Company (“DTC”), to the extent (i) the ADSs are resold pursuant to an effective Registration Statement registering the ADSs for resale, (ii) such ADSs are sold or transferred pursuant to Rule 144 (if the transferee is not an affiliate of the Company), or (iii) such ADSs may be r esold without restriction under Rule 144, provided that satisfaction of conditions (ii) and (iii) must be established by the opinion of counsel reasonably satisfactory to the Vendor, including, without limitation any opinion delivered in satisfaction of clause (ii) of the definition of Registrable Shares.  The Vendor will cause the Company, no later than five (5) trading days following the delivery by a Purchaser to the Company or the transfer agent (with notice to the Company) of a Restricted ADR representing such ADSs (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) and an opinion of counsel to the extent required by this Section, (such fifth trading day, the “Legend Removal Date”) deliver or cause to be delivered to or upon the order of such Purchaser Unrestricted ADRs representing such ADSs.  Such Unrestricted ADRs may be transmit ted by the transfer agent to the Purchaser by crediting the account of the Purchaser’s prime broker with DTC as directed by such Purchaser.

              Section 5.  Registration Expenses. (a)  The Vendor shall reimburse the Company all costs, fees and expenses solely incident to the Company’s performance of or compliance with this Agreement (as described in Section 5(b) below) incurred by the Company,provided that the Vendor shall not be required to reimburse the Company for any such costs, fees and expenses unless the Company has documented, to the Vendor’s reasonable satisfaction, that such costs, fees and expenses are solely attributable to the Company’s performance of this Agreement. For the avoidance of doubt, the Vendor shall not be obligated hereunder to pay any amount to the Company in respect of (i) any Liquidated Damages Amount or (ii) any indemnity or contribution under Section 6 hereof.

(b)  The costs, fees and expenses incident to the Company’s performance of or compliance with this Agreement include, without limitation (i) all registration and filing

9

fees, including FINRA filing fees, (ii) all fees and expenses of compliance with securities or Blue Sky laws of the United States and states therein, including reasonable and documented fees and disbursements of local and special counsel in connection therewith, (iii) printing expenses (including expenses of printing certificates for Registrable Shares, if any), (iv) messenger, telephone and delivery expenses, (v) fees and disbursements of local and special counsel for the Company, (vi) fees and disbursements of all independent certified public accountants of the Company and all other persons retained by the Company in connection with such Registration Statement, (vii) all fees and expenses payable in connection with the Company maintaining the authorization for public offering in Argentina of the Shares, and the listing of such shares on the Buenos Aires Stock Exchange and any other stock exchange upon which the Company has Shares listed and (viii) all other reasonable costs, fees and expenses incurred by the Company as a result of its performance or compliance with this Agreement.

(c)  The fees and expenses of any persons retained by Capital International or any of the Purchasers, and any discounts, commissions or brokers’ fees or fees of similar securities industry professionals and any transfer taxes relating to the disposition of the Registrable Shares by the Purchasers, will be payable by Capital International or each such Purchaser and none of the Company or the Vendor will have any obligation to pay any such amounts.

Section 6.  Indemnification.   (a)  Indemnification by the Company.  The Vendor shall cause the Company, without limitation as to time, to agree to indemnify and hold harmless, to the full extent permitted by law, the Purchasers, the officers, directors and agents and employees of each of the Purchasers, each Person who controls the Purchasers (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, agents and employees of each such control ling person, to the fullest extent lawful, from and against any and all losses, claims, damages, liabilities, judgments, costs (including, without limitation, reasonable costs of investigation or preparation and reasonable attorneys’ fees) and expenses (collectively, “Losses”) incurred by or with respect to each Purchaser in its capacity as a seller of Registrable Shares pursuant to the Registration Statement or Prospectus, as incurred, arising out of or based upon any untrue or alleged untrue statement of a material fact contained in the Registration Statement or Prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or in the case of any prospectus or form of prospectus or amendment or supplement thereto, arising out of or based upon any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances in which they w ere made not misleading, except (i) insofar as the same are based upon information furnished in writing to the Company by or on behalf of such Purchaser or Capital International expressly for use therein, (ii) in the case of an Interruption Period, the use by a Purchaser of an outdated or defective Prospectus until receipt of the copies of the supplemented or amended Prospectus contemplated by Section 4(f) hereof, or until such Purchaser receives Advice from the Company that the use of the applicable Prospectus may be resumed or (iii) to the extent that any such Losses arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission in a Registration

10

Statement or Prospectus, if such untrue statement or alleged untrue statement, omission or alleged omission is corrected in an amendment or supplement to the Registration Statement or the Prospectus that is delivered or made available to a Purchaser and such Purchaser thereafter fails to deliver or make available such Registration Statement or Prospectus as so amended or supplemented prior to or concurrently with the sale of the Registrable Shares to the person asserting such Losses; provided, however, that the indemnity agreement contained in this Section 6(a) shall not apply to any amount paid in settlement of any Losses if such settlement is effected without the prior written consent of the Company, which consent shall n ot be unreasonably withheld. In the event the Company does not enter into an agreement to so indemnify and hold harmless, the Vendor shall so indemnify and hold harmless.

(b)  Indemnification by a Purchaser pursuant to this Agreement.  In connection with any Registration Statement under which the Purchasers are offering Registrable Shares pursuant to this Agreement, each of the Purchasers shall furnish to the Company in writing such information as the Company reasonably requests for use in connection with such Registration Statement or the related Prospectus and each of the Purchasers agrees to indemnify and hold harmless, to the full extent permitted by law, the Company, its directors, officers, agents or employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and the director s, officers, agents or employees of such controlling Persons, from and against all Losses, as incurred, arising out of or based upon any untrue or alleged untrue statement of a material fact contained in the Registration Statement or the related Prospectus or any amendment or supplement thereto, or any preliminary prospectus, or arising out of or based upon any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any prospectus or form of prospectus or amendment or supplement thereto, in light of the circumstances in which there were made), to the extent, but only to the extent, that such untrue or alleged untrue statement or omission or alleged omission is based upon information so furnished in writing by or on behalf of such Purchaser to the Company expressly for use in such Registration Statement or Prospectus or in any amendment or supplement thereto or in any preliminary prospectus.  The Company shall be entitled to receive customary indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution of such Registrable Shares with respect to information furnished in writing by such persons expressly for use in such Registration Statement or Prospectus.

(c)  Conduct of Indemnification Proceedings.  If any Person shall be entitled to indemnity hereunder (an “indemnified party”), such indemnified party shall give prompt written notice to the party from which such indemnity is sought (the “indemnifying party”) of any claim or of the commencement of any proceeding (including any investigation by any governmental authority) with respect to which such indemnified party seeks indemnification or contribution pursuant hereto; provided, however, that the delay or failure to so notify the indemnifying party shall not relieve the indemnifying party from any obligation or liability except to the extent that the indemnifying party has been prejudiced by such delay or failure.  The indemnifying party shall have the right,

11

exercisable by giving written notice to an indemnified party promptly after the receipt of written notice from such indemnified party of such claim or proceeding, to assume, at the indemnifying party’s expense, the defense of any such claim or proceeding, with counsel reasonably satisfactory to such indemnified party; provided, however, that (i) an indemnified party shall have the right to employ separate counsel in any such claim or proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless:  (1) the indemnifying party agrees to pay such fees and expenses; (2) the indemnifying party fails promptly to assume the defense of such claim or proceeding or fails to employ counsel reasonably satisfactory to such indemnified party; or (3) the named parties to any proceeding (including impleaded parties) include both such indemnified party and the indemnifying party, and such indemnified party shall have been advised by counsel that there may be one or more legal defenses available to it that are in addition to or are inconsistent with those available to the indemnifying party or that a conflict of interest is likely to exist among such indemnified party and any other indemnified parties (in which case the indemnifying party shall not have the right to assume the defense of such action on behalf of such indemnified party); and (ii) subject to clause (3) above, the indemnifying party shall not, in connection with any claim or proceeding or separate but substantially similar or related claim or proceedings in the same jurisdiction, arising out of the same general allegations of circumstances, be liab le for the fees and expenses of more than one firm of attorneys (together with appropriate local counsel) at any time for all of the indemnified parties.  Whether or not such defense is assumed by the indemnifying party, such indemnifying party shall not be subject to any liability for any settlement made without its written consent.  The indemnifying party shall not consent to entry of any judgment or enter into any settlement that (A) does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release, in form and substance reasonably satisfactory to the indemnified party, from all liability in respect of such claim or litigation for which such indemnified party would be entitled to indemnification hereunderand (B) includes a statement as to, or an admission of, fault, culpability or a failure to act, by or on behalf of any inde mnified party.

(e)  Contribution.  If the indemnification provided for in this Section 6 is applicable in accordance with its terms but is legally unavailable to an indemnified party in respect of any Losses, then each applicable indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Losses, in such proportion as is appropriate to reflect the relative fault of the indemnifying party, on the one hand, and such indemnified party, on the other hand, in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations.  The relative fault of such indemnifying party, on the one hand , and indemnified party, on the other hand, shall be determined by reference to, among other things, whether any action in question, including any untrue statement of a material fact or omission or alleged omission to state a material fact, has been taken by, or relates to information supplied by, such indemnifying party or indemnified party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent any such action, statement or omission.  The amount paid or payable by a party as a result of any Losses shall be

12

deemed to include any legal or other fees or expenses incurred by such party in connection with any investigation or proceeding.  The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 6(e) were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in the immediately preceding paragraph.  Notwithstanding the provision of this Section 6(e), a Purchaser shall not be required to contribute any amount which is in excess of the amount by which the total proceeds received by such Purchaser from the sale of the Registrable Shares sold by such Purchaser (net of all underwriting discounts and commissions) exceeds the amount of any damages that it has otherwise been required to pay by reas on of such untrue or alleged untrue statement or omission or alleged omission.  No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

Section 7.  Damages.  If the Company (i) fails to keep continuously effective, supplemented and amended a Registration Statement pursuant to Section 2(c) hereof (except as provided for in Section 2(d) and 2(e) of this Agreement), (ii) fails to comply with the requirements of Section 8 of this Agreement, or (iii) fails to comply with the requirements of Section 4A (each such event a “Default”), then the Vendor shall pay or cause the Company to pay the Purchasers a penalty in cash in an aggregate amount equal to the Liquidated Damages Amount which shall be distributed pro rata, in proportio n to the number of ADSs purchased by each Purchaser pursuant to the Stock Purchase Agreement.  Accrued liquidated damages, if any, shall be payable within 45 days of the first Default and every 90 days thereafter if such Default is continuing.  This obligation to pay liquidated damages will cease on the date that all Defaults have been cured and shall be the Company’s sole liability for breach of Section 2(c), Section 4(a) or Section 8 of this Agreement.

Section 8.  Rule 144 Information.  With a view to making available the benefits of certain rules and regulations of the SEC which may at any time permit the sale of the Registrable Shares to the public without registration, the Vendor agrees to cause the Company to use commercially reasonable efforts to:

(a)           Make and keep public information available, as those terms are understood and defined in Rule 144 under the Securities Act, at all times that the Company is subject to the reporting requirements of the Securities Act or the Exchange Act, and for so long as the Company remains subject to the periodic reporting requirements under Section 13 or 15(d) of the Exchange Act.

(b)           Use commercially reasonable efforts to file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements).

13

(c)           Furnish to a Purchaser upon its request a written statement by the Company as to its compliance with the reporting requirements of Rule 144 under the Securities Act, and of the Securities Act and the Securities Exchange Act, a copy of the most recent annual or quarterly report of the Company, and such other reports and documents of the Company and other information as such Purchaser may reasonably request in availing itself of any rule or regulation of the SEC allowing the Purchaser to sell any such securities without registration, provided that the Vendor shall have no obligation to cause the Company to provide any document that is available on the SEC’s EDGAR system.

Section 9.  Miscellaneous.  (a)  Termination.  This Agreement and the obligations of the Vendor and the Purchasers hereunder (other than Section 6 hereof and other than pursuant to the following sentence) shall terminate on the earlier of the first date on which (i) no Registrable Shares remain outstanding,  or (ii) eighteen months after the Closing (as defined in Section 2.02 of the Stock Purchase Agreement).

(b)  Notices.  All notices or communications hereunder shall be in writing (including telecopy or similar writing), addressed as follows:

(i)                To the Company:

YPF Sociedad Anónima

Macacha Güemes 515

C1106BKK Ciudad Autónoma de Buenos Aires, Argentina

Att:  Chief Financial Officer

Facsimile No.:  + 54 11 544 21 13

With a copy (which shall not constitute notice) to:

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, NY 10017

Att:  Nicholas A. Kronfeld

Facsimile No.: + 1 (212) 450-5950

(ii)              To the Vendor:

Repsol YPF S.A.

Paseo de la Castellana 278-280

28046 Madrid (Spain)

Att: Corporate Director Finance

Facsimile No.: + 34 90 255 51 34

With copies (which shall not constitute notice) to:

Repsol YPF S.A.

14

Paseo de la Castellana 278-280

28046 Madrid (Spain)

Att: Corporate Director Legal Services

Facsimile No.: + 34 91 348 40 86

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, NY 10017

Att:  Nicholas A. Kronfeld

Facsimile No.: + 1 (212) 450-5950

(iv)              To the Purchasers:

Capital International, Inc.

333 South Hope Street

Los Angeles, CA 90071

Attn:  Legal

Facsimile No.: + 1-213-486-9034

Any such notice or communication shall be deemed given (i) when made, if made by hand delivery, (ii) upon transmission, if sent by confirmed telecopier, (iii) one Business Day after being deposited with a next-day courier, postage prepaid, or (iv) three Business Days after being sent certified or registered mail, return receipt requested, postage prepaid, in each case addressed as above (or to such other address or to such other telecopier number as such party may designate in writing from time to time).

(c)  Separability.  If any provision of this Agreement shall be declared to be invalid or unenforceable, in whole or in part, such invalidity or unenforceability shall not affect the remaining provisions hereof which shall remain in full force and effect.

(d)  Assignment.  This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, devisees, legatees, legal representatives, successors and assigns.  The rights to cause the Vendor to cause the Company to register Registrable Shares pursuant to Sections 2 and 3 may be assigned in connection with any transfer or assignment by a Purchaser of Registrable Shares, provided that such transfer may otherwise be effected in accordance with applicable securities laws and provided further that the Vendor at its sole discretion consents in writing to such transfer.

(e)  Entire Agreement.  This Agreement represents the entire agreement of the parties and shall supersede any and all previous contracts, arrangements or understandings between the parties hereto with respect to the subject matter hereof.

(f)  Amendments and Waivers.  Except as otherwise provided herein, the provisions of this Agreement may not be amended, modified or supplemented, and

15

waivers or consents to departures from the provisions hereof may not be given, without the written consent of the Vendor and the Purchasers.

(g)  Publicity.  No public release or announcement concerning the transactions contemplated hereby shall be issued by any party without the prior consent of the other parties, except to the extent that such party is advised by counsel that such release or announcement is necessary or advisable under applicable law or the rules or regulations of any securities exchange, in which case the party required to make the release or announcement shall to the extent practicable provide the other parties with an opportunity to review and comment on such release or announcement in advance of its issuance.

(h)  Expenses.  Whether or not the transactions contemplated hereby are consummated, except as otherwise provided herein, all costs and expenses incurred in connection with the execution of this Agreement shall be paid by the party incurring such costs or expenses.

(i)  Interpretation.  The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

(j)  Counterparts.  This Agreement may be executed in two or more counterparts, all of which shall be one and the same agreement, and shall become effective when counterparts have been signed by each of the parties and delivered to each other party.

(k)  Governing Law.  THIS AGREEMENT, THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT, AND ANY CLAIM OR CONTROVERSY DIRECTLY OR INDIRECTLY BASED UPON OR ARISING OUT OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT (WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER THEORY), INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, SHALL IN ALL RESPECTS BE GOVERNED BY AND INTERPRETED, CONSTRUED, AND DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

(l)  Authorized Agent.  The Vendor agrees that any suit, action or proceeding against them brought by any of the Purchasers, the directors, officers, employees and agents of any of the Purchasers, or by any person who controls a Purchaser, arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any State or U.S. federal court in The City of New York and County of New York, and waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding.  The Vendor hereby appoints CT Corporation System, 111 8 th Avenue, New York, NY 10016, as its authorized agent (the “Authorized Agent”) upon whom process may be served in any suit, action or proceeding arising out of or

16

based upon this Agreement or the transactions contemplated herein that may be instituted in any State or U.S. federal court in The City of New York and County of New York, by a Purchaser, the directors, officers, employees, Affiliates and agents of such Purchaser, or by any person who controls such Purchaser, and expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding.  The Vendor hereby represents and warrants that the Authorized Agent has accepted such appointment and has agreed to act as said agent for service of process, and it agrees to take any and all action, including the filing of any and all documents that may be necessary to continue such appointment in full force and effect as aforesaid.  Service of process upon the Authorized Agent shal l be deemed, in every respect, effective service of process upon the Vendor.

(m)  Additional Amounts.  All fees, payments, expense reimbursements and other amounts of any kind whatsoever required to be paid by the Vendor, or that the Vendor may be required to cause the Company to pay, pursuant to this Agreement shall be made free and clear of and without withholding or deduction for, or on account of, any taxes, duties, assessments, or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or on behalf of Argentina in the case of the Company and Spain in the case of the Vendor or any other political subdivision thereof, or any authority or agency thereof or therein having power to levy the same in the relevant jurisdiction, unless such withh olding or deduction is required by law or by the official, judicial or administrative interpretation thereof.  In such event, the Vendor will pay, or will cause the Company to pay, as applicable, such additional amounts (the “Additional Amounts”) as will result in the receipt by a Purchaser or such other party of such amounts as would have been received in respect of any such fees, payments, expense reimbursements and other amounts had no such taxes, duties, assessments or governmental charges been required to be withheld or deducted.

(n)  Currency.  Each reference in this Agreement to U.S. dollars  (the “relevant currency”), including by use of the symbol “$”, is of the essence.  To the fullest extent permitted by law, the obligation in respect of any amount due under this Agreement will, notwithstanding any payment in any other currency (whether pursuant to a judgment or otherwise), be discharged only to the extent of the amount in the relevant currency that the party entitled to receive such payment may, in accordance with its normal procedures, purchase with the sum paid in such other currency (after any premium and costs of excha nge) on the Business Day immediately following the day on which such party receives such payment.  If the amount in the relevant currency that may be so purchased for any reason falls short of the amount originally due, the Vendor will pay, or will cause the Company to pay, as applicable, such additional amounts, in the relevant currency, as may be necessary to compensate for the shortfall.  Any obligation not discharged by such payment will, to the fullest extent permitted by applicable law, be due as a separate and independent obligation and, until discharged as provided herein, will continue in full force and effect.

(o)  Waiver of Immunity.  To the extent that the Vendor has or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding,

17

from jurisdiction of any court or from set-off or any legal process (whether service or notice, attachment in aid or otherwise) with respect to itself or any of its property, the Vendor hereby irrevocably waives and agrees not to plead or claim such immunity in respect of its obligations under this Agreement.

(p)  Calculation of Time Periods.  Except as otherwise indicated, all periods of time referred to herein shall include all Saturdays, Sundays and holidays; provided, however, that if the date to perform the act or give any notice with respect to this Agreement shall fall on a day other than a Business Day, such act or notice may be timely performed or given if performed or given on the next succeeding Business Day.

(q)  Other Registration Rights Agreements. The Vendor has entered into a Registration Rights Agreement with other investors in connection with the purchase of American depositary shares of the Company by such investors contemporaneously herewith and such other Registration Rights Agreement provides for the registration of such American depositary shares and the underlying Class D shares of the Company.   The Vendor represents and warrants that it has provided the Purchasers with a true copy of such other Registration Rights Agreement (with the identity of the other investors redacted).

18

In Witness Whereof, the parties hereto have executed this Agreement as of the date and year first written above.

Repsol YPF, S.A.
By:	/s/ Fernando Ramírez Mazarredo
	Name: Fernando Ramírez Mazarredo
	Title: Chief Financial Officer

THE PARTIES LISTED ON EXHIBIT A HERETO
By:	Capital International, Inc.

By:	/s/ Mark E. Brubaker
	Name: Mark E. Brubaker
	Title: Senior Vice President

Exhibit A

Capital Guardian Emerging Markets Equity Master Fund

Capital Guardian Emerging Markets Equity DC Master Fund

Capital International Emerging Markets Fund

Capital Guardian Emerging Markets Equity Fund for Tax-Exempt Trusts

Emerging Markets Growth Fund, Inc.

Capital Guardian Emerging Markets Restricted Equity Fund for Tax-Exempt Trusts

Capital International Emerging Markets Total Opportunities

Capital Guardian Emerging Markets Total Opportunities Master Fund

Capital Guardian Emerging Markets Total Opportunities Fund for Tax-Exempt Trusts

Exhibit B

Put Option Agreement

[Filed as Exhibits 99.8, 99.9, 99.10, 99.11, 99.12, 99.13, 99.14, 99.15 and 99.16]

Exhibit C

Plan of Distribution

The selling security holders and their successors, which term includes their transferees, pledgees or donees or their successors may sell the YPF ADSs directly to purchasers or through underwriters, broker-dealers or agents, who may receive compensation in the form of discounts, concessions or commissions from the selling security holders or the purchasers.  These discounts, concessions or commissions as to any particular underwriter, broker-dealer or agent may be in excess of those customary in the types of transactions involved.

The YPF ADSs may be sold in one or more transactions at:

•      fixed prices;

•      prevailing market prices at the time of sale;

•      prices related to the prevailing market prices;

•      varying prices determined at the time of sale; or

•      negotiated prices.

These sales may be effected in transactions:

• on any national securities exchange or quotation service on which the YPF ADSs may be listed or quoted at the time of sale, including the NYSE;

•      in the over-the-counter market;

• otherwise than on such exchanges or services or in the over-the-counter market;

• through the writing of options, whether the options are listed on an options exchange or otherwise;

• ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

• block trades in which the broker-dealer will attempt to sell the YPF ADSs as agent but may position and resell a portion of the block as principal to facilitate the transaction;

• purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

• an exchange distribution in accordance with the rules of the applicable exchange;

• privately negotiated transactions;

• through the settlement of short sales;

• sales pursuant to Rule 144;

• a combination of any such methods of sale; and

• any other method permitted pursuant to applicable law.

As set out above, these transactions may include block transactions or crosses. Crosses are transactions in which the same broker acts as agent on both sides of the trade.

Brokers or dealers engaged by the selling security holders may arrange for other broker-dealers to participate in selling ADRs.  Broker-dealers may receive commissions or discounts from the selling security holders (or, if any broker-dealer acts as agent for the purchases of ADRs, from the purchaser) in amounts to be negotiated.

In connection with the sale of the YPF ADSs or otherwise, the selling security holders may enter into hedging transactions with broker-dealers or other financial institutions. These broker-dealers or financial institutions may in turn engage in short sales of YPF ADSs in the course of hedging the positions they assume with selling security holders.  The selling security holders may also sell the YPF ADSs short and deliver these securities to close out such short positions, or loan or pledge the YPF ADSs to broker-dealers that in turn may sell these securities.

The aggregate proceeds to the selling security holders from the sale of the YPF ADSs offered by them hereby will be the purchase price of the YPF ADSs less discounts and commissions, if any. Each of the selling security holders reserves the right to accept and, together with their agents from time to time, to reject, in whole or in part, any proposed purchase of YPF ADSs to be made directly or through agents. We will not receive any of the proceeds from the sale of the YPF ADSs.

In order to comply with the securities laws of some states, if applicable, the YPF ADSs may be sold in these jurisdictions only through registered or licensed brokers or dealers.

Profits on the sale of the YPF ADSs by selling security holders and any discounts, commissions or concessions received by any broker-dealers or agents might be deemed to be underwriting discounts and commissions under the Securities Act. Selling security holders who are deemed to be “underwriters” within the meaning of Section 2(11) of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act. To the extent the selling security holders may be deemed to be “underwriters,” they

may be subject to statutory liabilities, including, but not limited to, Sections 11, 12 and 17 of the Securities Act.

The selling security holders and any other person participating in a distribution will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder. Regulation M of the Exchange Act may limit the timing of purchases and sales of any of the securities by the selling security holders and any other person. In addition, Regulation M may restrict the ability of any person engaged in the distribution of the securities to engage in market-making activities with respect to the particular securities being distributed for a period of up to five business days before the distribution. The selling security holders have acknowledged that they understand their obligations to comply with the provisions of the Exchange Act and the rules thereunder relating to stock manipulation, particularly Regulation M, and have agre ed that they will not engage in any transaction in violation of such provisions.

To our knowledge, there are currently no plans, arrangements or understandings between any selling security holder and any underwriter, broker-dealer or agent regarding the sale of the YPF ADSs by the selling security holders.

A selling security holder may decide not to sell any YPF ADSs described in this prospectus.  Any securities covered by this prospectus which qualify for sale pursuant to Rule 144 or Rule 144A of the Securities Act may be sold under Rule 144 or Rule 144A rather than pursuant to this prospectus. In addition, a selling security holder may transfer, devise or gift the YPF ADSs by other means not described in this prospectus.

With respect to a particular offering of the YPF ADSs, to the extent required, an accompanying prospectus supplement or, if appropriate, a post-effective amendment to the registration statement of which this prospectus is a part will be prepared and will set forth the following information:

•      the specific YPF ADSs to be offered and sold;

•      the names of the selling security holders;

• the respective purchase prices and public offering prices and other material terms of the offering;

•      the names of any participating agents, broker-dealers or underwriters; and

• any applicable commissions, discounts, concessions and other items constituting, compensation from the selling security holders.

We entered into the registration rights agreements to facilitate the sale by Repsol YPF of our securities pursuant to the Stock Purchase Transactions and the Option described under “Selling Shareholders”. See “Selling Shareholders”. The registration rights agreements provide that the selling shareholders and we will indemnify each other

and our and their respective directors, officers and controlling persons against specific liabilities in connection with the offer and sale of the Shares, including in the form of ADSs, including liabilities under the Securities Act, or will be entitled to contribution in connection with those liabilities. Repsol YPF will pay all of our expenses incidental to the registration, offering and sale of the Shares, including in the form of ADSs, to the public, and each selling shareholder will be responsible for payment of commissions, concessions, fees and discounts of underwriters, broker-dealers and agents.

Exhibit D

NEITHER THE ADSs EVIDENCED HEREBY NOR THE SHARES UNDERLYING SUCH ADSs HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND NEITHER THE ADSs NOR THE SHARES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) (1) PURSUANT TO A TRANSACTION THAT IN THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO REPSOL YPF S.A. IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES.  IN ADDITION, THE SHARES UNDERLYING THE ADSs EVIDENCED HEREBY MAY BE OFFERED AND SOLD IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT.

GRAPHIC 19 ex9904_p8.jpg begin 644 ex9904_p8.jpg M_]C_X``02D9)1@`!``$`8`!@``#__@`?3$5!1"!496-H;F]L;V=I97,@26YC M+B!6,2XP,0#_VP"$``("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@(" M`@("`@,#`@(#`@("`P0#`P,#!`0$`@,$!`0$!`,$!`,!`@("`@("`@("`@," M`@(#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,# M`P,#`P,#`__$`:(```$%`0$!`0$!```````````!`@,$!08'"`D*"P$``P$! M`0$!`0$!`0````````$"`P0%!@<("0H+$``"`0,#`@0#!04$!````7T!`@,` M!!$%$B$Q008346$'(G$4,H&1H0@C0K'!%5+1\"0S8G*""0H6%Q@9&B4F)R@I M*C0U-CH.$A8:' MB(F*DI.4E9:7F)F:HJ.DI::GJ*FJLK.TM;:WN+FZPL/$Q<;'R,G*TM/4U=;7 MV-G:X>+CY.7FY^CIZO'R\_3U]O?X^?H1``(!`@0$`P0'!00$``$"=P`!`@,1 M!`4A,08205$'87$3(C*!"!1"D:&QP0DC,U+P%6)RT0H6)#3A)?$7&!D:)BH*#A(6& MAXB)BI*3E)66EYB9FJ*CI*6FIZBIJK*SM+6VM[BYNL+#Q,7&Q\C)RM+3U-76 MU]C9VN+CY.7FY^CIZO+S]/7V]_CY^O_``!$(`#8`JP,!$0`"$0$#$0'_V@`, M`P$``A$#$0`_`/W\H`*`"@`H`*`"@`H`*`"@`H`*`"@`H`*`"@`H`*`"@`H` M*`"@`H`*`"@`H`*`"@`H`*`"@`H`*`/G_P")?_%7_%/X<_!G6OWGP_\`%OP_ M^+'C_P`9:/%^[_X2_P#X5WXB^#?A[2?!7B&4[OM7P_U#_A:&I7FL:/&L/]L? MV'I^F:A-/X?O=";S[#\(/BG\2],\:V/AK1[:UM-)^(%OJ'PZL=(EUBT6+^TM(U66 MSUF'4GT7PU/X8`_`\?@^#?A73=8\(V?QU\!_V;\0/^%@?#K6X_VL_!NLZ'?BQJ#_!$OP&\'Z9\?F\ M.^*=<\,Z/XA^(-SKGC=/"MYI?PHTW6)1+XQ\8/\``?PC^T]X1;29GL[5-3^, M/@R=)!??9]5\*@'J'[1OPG^%GCCXH_LN:CXU^&GP_P#%^H:I\8-:\)ZE?>*? M!OAWQ!>:CX5LOV=OVCO%-GX:OKG5M-GDN_#\'B>TM-7BTZ5GMH[^VBO$C%Q& ML@`-"X\,7/P\\?1?!7X+:AI_PJ\._$[X'_&GQ7X?M-+\-Z5J/AGX3_$/P/K7 MPE\,:)XM\`^"G%KIMAI]]+\5;G5=:\-';I&H:CX;L]0@MM/U'6?$M[XF`V./ M\#?"SX<:)\3/AM-XI^$'_"COBGX<\0:YXCT#Q#X1\81>*?`GQ\\2W'P]\;>' MM83Q%X^N['3_`!!\6/B!I?@_QCK^MO=_$?P]H7BQ[S_A+K_P_>:UHMOXNU"_ M`_`^WZ`"@#Y@_:MUGQ%X.^'^C^.=$^,?B#X.Z?H?Q`^%>@>*=4TZU^%DFA/X M5^(GQ?\`ASX%\3:WXCO?B;X#\0QZ3_87AG6],/!^M:;XN^',EW!IVF_;=.NO#%Q;0Z]%-=ZC860 M&Q]'^#M0\7^#_BG%\*=7\=>(/BYI^J?#_6/B%>>)_%&F^"=.\5?#R\T[Q%X> M\-Z)H.O'X;^$?#NBW'A_QE!J/B.[T`7>BZ??QW/PL\9[;_7+>46_@\`]@\4^ M+/"O@70K[Q1XU\2^'_!WAC2_LO\`:7B+Q3K.G>'M"T[[=>6^G6?V[5]6N;>T ML_M&H7=I;1>;*GF374429>158`\_\+?M"?`+QQKMCX6\%?'#X/\`B_Q-JGVK M^S/#GA;XE^"_$&NZC]BL[C4;W[#I&DZU/=W?D:?:7=U+Y43^7#;2ROA(V8`' M`?M6ZSXB\'?#_1_'.B?&/Q!\'=/T/X@?"O0/%.J:=:_"R30G\*_$3XO_``Y\ M"^)M;\1WOQ-\!^(8])_L+PSK>N7UG>6UQIUM#-*T^I)?6\"0Q@'A_B3Q=K]S M\"_VE/B;\'?VT_&'Q/M/A1X/UK5=%UW3/#'[/6LVVE>/OA_\-O$OCW5_#\GB MC0_@[#X>\8>#]:TWQ=\.9+N#3M-^VZ==>&+BVAUZ*:[U&PL@-CZ/\':AXO\` M!_Q3B^%.K^.O$'Q*OAY>:=XB\/>&]$T'7C\-_ M"/AW1;CP_P",H-1\1W>@"[T73[^.Y^%GC/;?ZY;RBW\'@'N&K7ESINE:GJ%G MI.H:_=V&GWMY:Z%I,FE0ZKK5S:VTD\&DZ9-KNIZ=IL6H7DL:V\+ZAJ%A:K), MAN+F"$/*@!Y_H7Q>\&^*M5\-:/X0FU#Q/=Z]I]]K.HKIMA):R>`]%L+G6]'F MO?B-9ZVUA>>#-0?QEH&J^%8_#]];+K[:SI.N6W]DB'PCXGN/#@!T'C7P5I7C MC2K>POKC4-)U+2M0BUSPMXIT*6VM/$W@OQ-:VUW:67B3PU>W=I=6\.H1VE_? MV<]M>6M[IVIZ=J>I:/K%EJ.C:MJ&GWH!S_@KX81^%=5N/$OB#QIXP^*'C)]/ MET.Q\8>/H_!L6JZ%X9N+FTO[SPWX>TWP#X/\,:%HVGWNJV5I>ZAJWM[;>'=$@T<`\_^'O[-'A[X>Z5X'\*#X@?%#QG\/?AMI_AF'P7\.?' M>L>&=;\,Z3K7A.VLDT/Q1=7UKX1LO$/B'4+'4K675M/TK6M-=*\):KX8L-^\`Q_%.6/XP?%#Q+K?Q7U"UUS5/$GB2 MS^$::KX<\36?@W2?`<'B3PQ:>&OA3H^D)J`\.^'/"D9MM7TS5].,GABTE-D6 MNM2_M,#8\PTS]DFZT71_A;H&F_M*?'^UTCX*_P!G_P#"L[3^S_V<9?\`A&O[ M+\":[\-+#]_/^SR\VL>5X)\2ZUIO_$UDOM_VW[2^Z[ABN(@#T^X^!'A[5/`/ MQ,\$^)O$WC#Q7JGQ?\'ZQX&\>?$G6YO#,7C[4_#VIZ+K/A_3["Q?0_"^G>'M M`T_1--U[5&TW2]*\/6>F17NI:GJL]C1H>%O@]9^'M=L=V=QI-U+H-YIWAO3M5\2>()/#]PVC_\ M)3XUU+Q7XD2PGU2"/6%_X27Q"VO`;?(X#]GV#3M.^('[6%CI7A'Q!X3T_4/V M@(O%EB^H_#KQ5X&T+Q)_:OP@^%?ASQ+XE\.:CK?AW3=.\6?;_B-X.\>37FHZ M5-??:9F75)9)+?7;&\U$`^GZ`/G_`/:$\+_%/QGX<\,Z!\,]!^'^J_9/B!\- M/'6MW?CKQ[XB\%_9/^%5_%/P#\3--TO2X-`^&7BS^U/[:_X16_TV>YGDT[^S MO/M[F.'4=SP1`'D'Q'^'O[37Q!\$_&WPW;^"_@!X-_X6Q\/];\#/HVB_%+Q1 M=6>IZ[XV\(:KX.\0_%;QYXL?]F^UU77O$&@>']$^'.BZ#H5G:6$,U@_B`:KJ MLWV30(-(`.@U_0M1^#/PB\$7'@7PE\/_`-GW5KC]H#X'0^,?!?P4L?"NJ>!/ M$&G?$'XV>!/A5XATW4+_`%CX5^'YK[^TO!.O6DTNI6.B:!JMM>:58P0:A):6 M3?V@!M\CZ?\`%.C:CX@T*^T?2?%GB#P-J%W]E^S^*?"UMX5N]=TOR+RWNI?L M-OXU\->(-%D^TP0R6DOVS2+O$-W*T/DW`BGA`//_``M\-/&GA[7;'5]6_:$^ M,'CC3[3[5]H\+>*=%^`5IH6I_:+.XMHOMUQX*^!_A_6H_LT\\=W%]BU>TS-: M1+-YUNTL$P&WR.?_`&A/"_Q3\9^'/#.@?#/0?A_JOV3X@?#3QUK=WXZ\>^(O M!?V3_A5?Q3\`_$S3=+TN#0/AEXL_M3^VO^$5O]-GN9Y-._L[S[>YCAU'<\$0 M!Y!\1_A[^TU\0?!/QM\-V_@OX`>#?^%L?#_6_`SZ-HOQ2\475GJ>N^-O"&J^ M#O$/Q6\>>+'_`&;[75=>\0:!X?T3X$OA_P#LVZA\8_C!K>@>,D^`ECX5U6S\/?V=\)_BG\0( M=;\*7OBCX5Z5HNI^(-4@^%/A+3;Z\USP+<^787VH6=LGVBVL-5M@#U_X3^,? M%7Q0^`7PT^('F^']#\;?$3X/^#?&/G?V/J.I^%='\5>+?!>FZUYO]@?\)#:7 M^H>'[35M0W?V?_;EM%OB!9Z@-/M(K_1;*VTK_`(1NVB\+ M#0QIGA_P;_P@8&WR#Q3\#O!?B_7;[Q%JVM?&"TU#4/LOVBW\+?M"_'WP-H4? MV2SM[&+[#X6\%?$O2=%TO=!;1M+]BL+?SYFEN9O,N+B660`\@\"^`?V9_B?_ M`&I_PK/XW?$#XA_V%]A_MO\`X07]N/\`:$\6_P!C_P!I_;/[-_M3^P/CM=?V M?]K_`+/O_(\_R_-^Q7'E[O)?:`'B/P#^S/X.UU/"WBWXW?$#PKXFD\/ZCXLC M\.>(_P!N/]H30]=D\*Z19ZOJ.K>)4TC4_CM!=OX?LM/\/Z]=7&HB(VT$.B7\ MLLBI9S-&`>GZ3^SYX#T75=,UBSU_XX37>DZA9:G:PZM^TW^TEK^E2W-AIZ%KOQ8O--UK3VEB59K#4+2ZM;F,O#<0RPR.C`'8>.O`O_``G_`/9>B:UJ MF/A^/MTOC+P9%8X_X6!G[(-)\/>(=6-W_P`D_P#^0E)K'AZ.S_XJ#_B7Z?J% MY_PC_P#;FA^*P#/LOAM(_@W5OA_XD\8>,->\.R:A&OAW4[+Q7XR\(_$/2/#- MM)IE_IN@ZM\3?"OBFR\0^(=0L=2M;NV77OMEAJ.H:0;.SUZ76=1&JZSXB`// M[S]G_P"$NFW.DV>H>-OCA87>OZA)I.A6EY^U[^T]:W.M:K#I6IZ[-IFDP3_& ME7U'4$T31=8U!K>W621;72;VX*B&UE=`#@/&OA?]E+X::K;Z%\1OV@?&'@#6 M[O3XM6M=&\:_MW_'OPKJMSI4]S=V<&IV^GZ[\>K6XFT^2[L+Z!+A(S&TEE.@ M8M"X4`[#PM\%?@AXXT*Q\4>"OB1\8/%_AC5/M7]F>(O"W[97[2OB#0M1^Q7E MQIU[]AU?2?C;/:7?D:A:7=M+Y4K^7-;2Q/AXV4`'/Z1X!_9GU_7=1\+:!\;O MB!K?B;1_$#^$]6\.:1^W'^T)J6NZ7XJBL_$>HR>&M1TBR^.TEW9>($T_P?XM MNFTZ:)+D0^%]7E,>S3;EH0#T_2?V?/`>BZKIFL6>O_'":[TG4++4[6'5OVF_ MVDM?TJ6YL+F.Z@CU/0M=^+%YINM:>TL2K-8:A:75K;$_E MS6T4J8>-6`!T%`!0!\__`!Z_TN7X->&M8^;X<>-/C!:^$_BM:W/[C0M6\*ZC M\./B3<>&?#7BF^^18/#_`(@^+ME\,]`DTZ:>*V\03:[:^%[R._LO$UQI>J`! M\>_^)9%\,/$N@?Z-\1K?XP?"SPGX4N;'YM=U#PKXS^(_A"W^,WAJWL$W-X@\ M/S?"+2_%NOZIITT%W;64/@:'Q08[>]\&V&J:.`>0>.?"V@Z'X$^,K>-['X?_ M`!P_9>\8^(/B)XI^,EY-)/!'A[X0:5I&C1^*_$&C:=:``^K_"?CSPSXUN?&-GX=NM0EN_`/C" M]\!^*[34_#_B'P[XLKJXAD#T`=A0`4`?GA^T]XXU"3XER-X=LOBAK.I?`/P?H?C7POH_PR^'O MQ0^(NG^-_BYJ/C?POXXO?AKK.O?#KPSJFG_"/Q@_PG^'K>$9-0UUWGD\+_M? M:A.UK_8S7MIXG`_`]_\`B=JVE:]XP_8[UW0M3T_6M$UKXX:OJVC:QI-Y;:CI M6K:5J/[*'[25YI^IZ9J%G));W^GW5I-#/#<02/'+'*CHS*P)`,#XAVVE6OQ< M\4Z%:^+=0^''A3QK^SA\6?$?QT\6^&->MO#5SX.U73K[X;^$?A9\4]0UZY66 MS\`>,(O!J_%R#3?$LT=K)JEK\-@EV^HVOP[L(M!`V\@TKP_;>&_&_P`#_#WQ M@\!_"]]4\'ZAKOA_]G'XE_"_2M5\)Z5I^M/\-/$W_"0>`V^&EQ=7]S\,-/E^ M%NF^((K*Q@\3>,=`U./X>RWM]+X>U:'PQI-P`>W^!?BEX$^)']J?\(7KO]K? MV1]AGF\W3-8TC[=H^K_;/[`\7>'O[:T^S_X2GX?ZY_9VJ?V-XNT;[?H6L_V3 MJ']EZC=_8+GR0#T"@`H`*`"@`H`*`"@`H`*`"@`H`S]6TG2M>TK4]"UW3-/U MK1-:T^]TG6-&U:RMM1TK5M*U&VDL]0TS4]/O(Y+>_P!/NK2::":WGC>.6.5T M=65B"`>?^"O@]X(\`:K<:[HH\8:IKU#XG>+M?N/#.GZC=Z=I$^H6^DR64>HR:%I+WRW#:39&U`.?TS]G+X/:+X MAD\2:7X8U"RN[GQAJWQ"U/28/&?CE?!NO>/M:\37OC&Y\<>*/A\?$I\,>*O& M%OXENX+VPUG5](O;W2VT#P]'IL]I#X8T6/2P`^%/A+Q]X:\;_'_6?%VG>#[+ M1/B+\4-,\:^#)?#?BO6M?U5M*T_X:>!/AB;?Q/IVI^"-$M]$U![3X;Z5JP2Q MO]9C$GB2[L?-*Z1'?:P!L>X4`%`'C_@_X%_#_P`!6?CVR\-O\0(O^%F>4_C+ M4-7^,7Q?\3Z[?WD&A)X8AU?3O$GBCQUJ&J^&O$">'X-/L%U?1;S3[\0Z+I"B MX_XD]@;,#;R.`M?V/?@A8V?A;3K)?C!9Z?X&^S_\(58VO[3'[2MO9^#_`+)H M5]X6M/\`A%K6+XMK'X?\GPSJFIZ1']@6WV6&HW5FN+>XDC<`]/MO@U\.[7P# MXM^&;:/J%_X4\>Z?KVF>.!KGBGQ;XA\3>+[;Q-HJ^&M7D\2>/-=UV[\3ZUJ# M>&HK/1X+^[UB6ZL].TO3;&SFM[73+.*V`#P5\&OAW\/-5N-8\*:/J%G=MI\N MC:7#J7BGQ;XCTKP?X>N+FTNKCPK\.="\2Z[?Z;\,/!\LNFZ*LF@>$K31=,>/ MPYH<+6AAT+34L@#S#]G;X*>*OA-N_P"$IU#P_<_V#\'_`(*?`/PY_8%UJ-]_ M;GA7X$_\+!_LCXA:W_:.E:?_`,(UX@\2?\+"N/M/A2U_MNVT?^Q(_*\1:Q]O M;["!L?3]`!0`4`%`!0`4`%`!0`4`%`!0`4`%`!0`4`%`!0`4`%`!0`4`%`!0 #!__9 ` end GRAPHIC 20 ex9904_p9.jpg begin 644 ex9904_p9.jpg M_]C_X``02D9)1@`!``$`8`!@``#__@`?3$5!1"!496-H;F]L;V=I97,@26YC M+B!6,2XP,0#_VP"$``("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@(" M`@("`@,#`@(#`@("`P0#`P,#!`0$`@,$!`0$!`,$!`,!`@("`@("`@("`@," M`@(#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,# M`P,#`P,#`__$`:(```$%`0$!`0$!```````````!`@,$!08'"`D*"P$``P$! M`0$!`0$!`0````````$"`P0%!@<("0H+$``"`0,#`@0#!04$!````7T!`@,` M!!$%$B$Q008346$'(G$4,H&1H0@C0K'!%5+1\"0S8G*""0H6%Q@9&B4F)R@I M*C0U-CH.$A8:' MB(F*DI.4E9:7F)F:HJ.DI::GJ*FJLK.TM;:WN+FZPL/$Q<;'R,G*TM/4U=;7 MV-G:X>+CY.7FY^CIZO'R\_3U]O?X^?H1``(!`@0$`P0'!00$``$"=P`!`@,1 M!`4A,08205$'87$3(C*!"!1"D:&QP0DC,U+P%6)RT0H6)#3A)?$7&!D:)BH*#A(6& MAXB)BI*3E)66EYB9FJ*CI*6FIZBIJK*SM+6VM[BYNL+#Q,7&Q\C)RM+3U-76 MU]C9VN+CY.7FY^CIZO+S]/7V]_CY^O_``!$(`#@`C0,!$0`"$0$#$0'_V@`, M`P$``A$#$0`_`/W\H`*`"@`H`*`"@`H`*`"@`H`*`"@`H`*`"@`H`*`"@`H` M*`"@`H`*`"@`H`*`"@`H`X_QKXUTKP+I5O?7UOJ&J:EJFH1:'X6\*Z%%;77B M;QGXFNK:[N[+PWX:LKN[M;>;4)+2PO[R>YO+JRT[3-.TS4M8UB]T[1M)U#4+ M(`Y_P5\3H_%&JW'AKQ!X+\8?"WQE'I\NN6/@_P`?2>#9=5USPS;W-I87GB3P M]J7@'QAXGT+6=/LM5O;2RU"VMM7?4=*DU+29-5LK*V\1:)/K`!Y_?_M+>'K" M30]2'P_^*%_\/?%GC#P-X'\%_%G2='\,ZEX`\6ZU\0/&6A>"-#O=,%KXN;Q# MIO@^34M:ENH?%FM>']*T#5++34GT'4]6/B#PU'XE`/I"@#/O-6TK3;G2;/4- M3T^PN]?U"32="M+R\MK6YUK58=*U/79M,TF">17U'4$T31=8U!K>W621;72; MVX*B&UE=`#/\4ZSJ/A[0K[5])\)^(/'&H6GV7[/X6\+7/A6TUW4_M%Y;VTOV M&X\:^)?#^BQ_9H)Y+N7[9J]IF&TE6'SKAHH)@#P"T_:=@U;PK\%/$OAGX+_& M#Q3<_';P_JOBSPEX2T:?X-Q>*M(\*Z=IUAK-MXE\66VL_&"PL-(\/W^DZOHT MT>HPZC=VUI?^.OBQ\+/A=_9?_"R_B7\/_AU M_;GV[^Q/^$Z\9>'?"/\`;']F?9/[2_LO^W]2M/[0^R_VA8>?Y'F>5]NM_,V^ M:-IE MYJ"Z^;>UU"_M-!UV>VMY9%DGCT6_>)76TF,8!Z!X*^(7@'XE:5<:[\.?''@_ MQ]HEIJ$NDW6L>"O$NB^*M*MM5@MK2\GTRXU#0KVZMX=0CM+^QG>W>02+'>0. M5"S(6`.PH`*`//\`QU\6/A9\+O[+_P"%E_$OX?\`PZ_MS[=_8G_"=>,O#OA' M^V/[,^R?VE_9?]OZE:?VA]E_M"P\_P`CS/*^W6_F;?.3<``WTK3]5UJVU:\T;3+S4%U\V]KJ%_::#KL]M; MRR+)/'HM^\2NMI,8P#T#P5\0O`/Q*TJXUWX<^./!_C[1+34)=)NM8\%>)=%\ M5:5;:K!;6EY/IEQJ&A7MU;PZA':7]C.]N\@D6.\@YNK35OB M!<:A\1;'5Y='M&E_LW2-*EO-9FTU]:\-0>)P#YOTG]HKX1^`O`.F?%7X%>+/ M&&M>'8/!]E\1?%W[(E_=6-]XF\%?"U]%C\2^)?&>A^'/$UVVL?`[3_#'@2'3 M=0T/3QKMI\,=6T^PTO0?"FFIJ/Q%\/\`B!P#[/\`AY\0O%6N>*O%OP_^('A+ MP_X2\;>$O#_@SQC-#X.\9ZCX]\*WGA7Q]J/CC1-`EBU_6O`_@^_B\0)JWPX\ M5K>:>VAM;0VS:3-#J%U+>W-MI8!X!\;M$^/I^*/[.[V7Q+^#]MI]W^T!XK_X M0JUN?@=XTN[SP]O_`&=OVB+BT_X2F^B_:%MH_&'E^&8]3L)/L%IX9\V_N[74 M5\FWM)-+O0#Z_P#"UMXJLM"L;;QKK/A_Q!XFC^U?VEJ_A;PSJ/@_0KO?>7$E MG]A\.:MXL\37>G>5I[6D,OFZW>^=-#+.GD),MO;@;>5CY`_9E\7_``.\4_%C MX_V_@'QY\/\`QAJVA_$#6W\!6?A_QYI/BV\TWX<>._#7PP^+'Q,U?PQ9VVM7 MKP^'];_:#^('C.?6-7LTV7-_9:/HEU<-:>#M!T[0P#[?H`^;_P!JR358?A+I MTVA66GZCK<7QP_9;DT;3M6U.YT72K_58_P!I[X/MI]EJ>L6>DZI/I.GS78AB MFO(-,U&2"-WE2TN600R`'D'QBU7QE$/A?X#^(6J_`_P",-EX, ML_!7BJ/Q9JOC#X1^#/@S97K:M<>(-3T70=;U[3]#^)'Q*\863I<>'=%@TN3Q M!!&EM(-4CU77@-O(]`/BRYT[XE^&_C%\0/!WC#X)Z)J&GZ?\`;?0M;LM*\6^ M(?B!XR^(OC?PQ/\`#W5/&DWP8UGQ?H7A;P?X;U6'5M$\/:MXAUMU_M/XQ^)[ M>2/P^MQ;R^-0/P/;_BEXU_X5WX$UWQA]L^'^G_V/_9G^E_%+Q]_PJ[P)#_:& ML:?I?_$]\<_\(YKW]A;_`+=LM?\`B4W?VJ\>TL_W7VOSX0#P#X6_M/\`_"P_ M'>A>#O\`A)?V0+_^V/[3_P!#^%O[7?\`PM#QW-_9^CZAJG_$B\"_\*5T'^W- MOV+?=?\`$VM/LUFEW>?O?LGD3`'7_M62:K#\)=.FT*RT_4=;B^.'[+,+)TN/#NBP:7)X@@C2VD&J1ZKKP&WD>@2>++G M3/'UE\;?'O@[QA\'=*@\'ZG\)[;P+>66E>/_`(H?%_Q#J^M:3XRT2[@\'?`C M6?&KZ[I_@C1/#WC>XT>WMKG7-3BM_'?Q%U";3O#^DZ3T_5M/L/$.F6-M:^(?#6JPR7NC7XDT/QAHERFC^,-`UN MVO+6[T7Q%HLDFGZGI-Q8:MIHFM;FT`!XA\+?BCXJ^)'BK0M-U'7?#^C:9HWA M_4_$=E>^'-,U&+3OVC-.BU'4/"B>/O`#>*]/F_LKX/V/VG1=5FM]*U+6-5?5 M?$OAQTUN3P3+X?\`$'QM`V^1W_BGXX>"_!^NWWAS5M%^,%WJ&G?9?M%QX6_9 MZ^/OCC0G^UV=O?1?8?%/@KX::KHNJ;8+J-9?L5_/Y$RRV\WEW$$L48!S_P#P MTM\.O^A<_:`_\1._:G_^#_$W M@K6+K2?V4_VGH-5MM*\5:+>Z%J%QID]Y\$+JWAU".TOYGA>>VN(UD5"\4B@H MP!Q_P\^*>B:!XJ\6_$#X@77Q@\6>-O%GA_P9X.FF\'?L-_M<>`?"MEX5\!:C MXXUK0(HM`UKPGXOOY?$$FK_$?Q6UYJ#:XMM-;+I,,.GVLME(+33]0^U?9[?Q3X3\5>! MM=C^R7EQ8R_;O"WC71M*UK2]T]M(T7VRPM_/A:*YA\RWN(I9`#C_`(F?![P1 M\7+;1K/QN/&$MIH.H6^K:=:>&/B9\2_A[;?VK8:KH^NZ3J>H0?#WQ=HB:QJ& MEZWH&D:AIMQJ"W4FFW5H+BP:WFDD>0`\_O?V4/@SJ6E>+-'U2#XH:K:>.=/T M;1O%\VK?M!?M`:IJOB'P]H%MXQM=-\*ZGKM_\3Y=2G\'B+Q_XO:;0/M8TR[D MUEYKNTGF@@>`#;R*'QJ\%:[H7PB\)^#_`(9^#?B!\2YM%^,'P5\4MITWC^S\ M1^*HM"\"?&SPG\6_$M]J7C'XX_$>SN]7SI_A:_TZRAGUR\F6YU/2K2..WTR" M6?30#Z?H`*`/+_B9\'O!'Q@:1J&FW&H+=2:;=6@N+!K>:21Y`#S^]_90^# M.I:5XLT?5(/BAJMIXYT_1M&\7S:M^T%^T!JFJ^(?#V@6WC&UTWPKJ>NW_P`3 MY=2G\'B+Q_XO:;0/M8TR[DUEYKNTGF@@>`#;R#Q_\/=5\,:?\$-1\!:'XP\> MV?P8^*&K>-;WPU>>.KGQ3\0_$6E>(OA?\7OA]+;Z3XN^,GC2)-7U"SUOXGZ? MJ#)XA\56,<.D:1>P6,KS6NGZ9=`'0?"'P!Z1J6H6WAWQI;Z5K%M:7.J:8]U! M?0VEYJ%CY5W=`;?(]@O-)TK4+G2;S4-,T^^N]`U"35M"NKRRMKFYT759]*U/ M0IM3TF>>-GTW4)-$UK6-/:XMVCD:UU:]MRQANI4<`X_QUXZ_X13^R]$T32_^ M$H^('BG[=%X,\&17W]F_VC_9WV0:OXA\0ZLMG=_\(K\/]#_M+39-8\0R6=W] MF_M'3]/T^SU7Q!KFAZ'K@!S_`(6^(7BJ+7;'P?\`%KPEX?\``/B;Q#]JE\%7 M'A;QGJ/CSP3XN^P6=Q?:GX>L?%.L>!_"-W9?$"PT^QO]5E\/7>BQ?:](AEU+ M1KS54T7Q+%X5`V\C@(/CE\1]6T[PCX[\(_!3_A+OA%\0?$'PZL/!WB71O'$K M>.QX0\?>*O#ND)\5?%GPXE\%+'X?^'\/AG5-0\2Q_8_$6LZW'9MHPUW1?#PN M-?F\%@'T_0!S^L^*="\/:CX3TG5[[['J'CCQ!<^%O"UO]EO)_P"T]=M/"OB; MQK<6/FVMO)'9;?#/@_Q'>>==O;PG^SO)60W%Q!%,`<_\2]:^(_A_PK=ZM\+? M`?A_XD>)K+S[C_A$M?\`'LOPZ_M2SM].O[G[+HFO?\(?X@M)/$%SJ$.GV5M: MZFFDV!^W2376J6B6V)@#Q"S^/'Q+\36WPXT_X=?#KX7^-?&7BC3_`!+K/C[1 M1\8O&^@Z+\*-%TG5=8T/1KWQ)J^I?L^G5K74+_Q%H.L^&[CP_K?AOP[K]IK^ MC:UI\.DW]MX4\4:CX9`/J^@`H`*`"@`H`*`"@`H`*`"@`H`\/^(^DZKH7C[P M+\:+#3-0\1Z;X$\'_$;P/XI\,Z%97-]XF3PS\1M:^&.OWOC/PUIEI'-/XJU# MP_=_"^P\_P`,6<(U'4=.UO4I]'-]K.E:?X>\4`'/I?R?&[QO\+O$/A[0_&'A MWP;\'_&&K^.+W7/'W@;QE\.]5\3>)M4^&GQ`^&MGX,\/>"_'NA:)KKZ?:Z5\ M1;O7=0\3W-G!IR266DZ5I0UBYOM;E\%@'S!JWQ0?PEX!U/X[?#?X"?%#X1?% M_3/!]Y\:OC1\*/$6A^,O!/P>U70(M%D\=_$Z7QMXA&@KX$\1_%#6-'6"'2_$ MWAVRNOB''KO_``C%EXKL['0-&\9Z'I(!]?\`PX\6>/O^$^\=?"[XC:CX/\1Z MWX4\'_#GQ]:^*_!7A36O`FE7.E?$76OB=X=@\/7'A77?&_B^==0TR[^%E]>/ MJR:Z([N/Q+!;#3K5M*>YU0`\@^,/P=^)&L?$GX&ZKI/QR^.']FGXX>)]6G@T MGPQ\"[S2OA9I5[\"_CK#:ZGIEU+\"KJ>'3X[N_T[PI#<>*[O7(WC\5)'(TNL MSV-];@'M_B/Q9_PH[X<)J/B>Y^,'QFU#3O[1A@F\.?#C_A./B/XKU&2+5];L M--?0/A#X'TG1=+W06PTJWU*[TW0=*C=;!-2U".XNS\8>)]-_:+T_4?$7B*V^&7P)^*'B#4/A+XA3Q-X^^)5C9ZSI_ASX8 MKKL7@^;2OB59>&I(-5TGPIJ;^*-#U#Q9-X3DUGXD?$'4O#8!]WT`%`!0`4`% M`!0`4`%`!0`4`%`!0`4`<_XL\+:%XX\*^)?!7BFQ_M3PQXP\/ZSX6\1Z9]JO M++^T="\0:=-/&'Q%\9>)M/\/Z'J?C#QK'X-LM5_X1GPG<^(K_PUX;M]-^'O@_PM IH4.GZ?JOC'Q?>I<_V0VHS2>(YX[N]N+:TL(-/`V\CU"@`H`*`"@#_]D_ ` end GRAPHIC 21 ex9904_p11.jpg begin 644 ex9904_p11.jpg M_]C_X``02D9)1@`!``$`8`!@``#__@`?3$5!1"!496-H;F]L;V=I97,@26YC M+B!6,2XP,0#_VP"$``("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@(" M`@("`@,#`@(#`@("`P0#`P,#!`0$`@,$!`0$!`,$!`,!`@("`@("`@("`@," M`@(#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,# M`P,#`P,#`__$`:(```$%`0$!`0$!```````````!`@,$!08'"`D*"P$``P$! M`0$!`0$!`0````````$"`P0%!@<("0H+$``"`0,#`@0#!04$!````7T!`@,` M!!$%$B$Q008346$'(G$4,H&1H0@C0K'!%5+1\"0S8G*""0H6%Q@9&B4F)R@I M*C0U-CH.$A8:' MB(F*DI.4E9:7F)F:HJ.DI::GJ*FJLK.TM;:WN+FZPL/$Q<;'R,G*TM/4U=;7 MV-G:X>+CY.7FY^CIZO'R\_3U]O?X^?H1``(!`@0$`P0'!00$``$"=P`!`@,1 M!`4A,08205$'87$3(C*!"!1"D:&QP0DC,U+P%6)RT0H6)#3A)?$7&!D:)BH*#A(6& MAXB)BI*3E)66EYB9FJ*CI*6FIZBIJK*SM+6VM[BYNL+#Q,7&Q\C)RM+3U-76 MU]C9VN+CY.7FY^CIZO+S]/7V]_CY^O_``!$(`#T`T`,!$0`"$0$#$0'_V@`, M`P$``A$#$0`_`/W\H`*`"@`H`*`"@`H`*`"@`H`*`"@`H`*`"@`H`*`"@`H` M*`"@`H`*`"@`H`*`"@`H`*`"@`H`*`"@`H`*`"@`H`*`"@`H`^;])\6?&CXF M:5IGQ+^%>H_"_1_AOK.GV6N>!_#?CSPIXKU'Q-\3/#-Q;1ZGI/B6Z\:Z#XWL MK?X1Z?XJM)X_[/MKCP;XTU'2=.EL=6U:R;5+R\\(:"`4/$7Q\_M33OAU9>"] M0\/_``]U;XE>(/%WA&#Q7\8M.^T>%?!WCOP!XJ@\$Z_\)[G2M$\8:3#XY^,& MH^-AJFAZ/X?T;Q7;6>I6WA?Q9X@TO5]6M/#EM8^)0#T_X8WGQZW#:Q^(=>`.PU_P`4Z%X5_L1M?OO[,@\0>(--\+:;>36MXVG# M7=:\Z/1;'4M2AMWM-$_M+4(X=+LIM2FM(;S5=4TK2+:274]8T^TO``T[Q3H6 MK:[XC\-:9??;=6\(_P!D)XCBM[6\>STB\URS?4]/TBYU86_V#_A(/[(^QZE/ MI"7+7]I8:YHE]=V\%IKVES7X!\P>&?BG\.O$7P?\`%/@G]FWQ!/;>,="\ M)_"KQIX*\5>+?"NG?!OX>_&#Q#K/AK7]8^-WB>PT;Q!I^D>.[M++1KW2;RVU M>Y\,PV<^K:'%KC:EH(!]OT`%`!0`4`%`'A_Q.^,]]\-/$W@OPQ#\'_BAX^D\ M?:A)H?AK5?!5Y\([?2KGQ-!X>\8>+[OPW<#QY\5O#-]::A!X4\#Z[JCW,EDN MG-&L$$5[)?3?95`.0UW]I/5O#.A'7-9_9N^/]AY/Q`T'X;W6F7`^!UO>6^N^ M+[SX>Z3X*O+6\N/C?'I6O^']>\0?$C2M'@U+0]2U2&SO]'UN#6#IO]FNS@;> M5CU_P+\0K/QI_:FGW.@^(/`_C#P]]A?Q)X`\8C0H_%6A6>L?;'\/ZO+)X7UW M6M%UGP_J\%A?&SU?1-8U2P>YTO5M,DN(M8T'6-.TL#;RL>@4`%`'A_Q.^,]] M\-/$W@OPQ#\'_BAX^D\?:A)H?AK5?!5Y\([?2KGQ-!X>\8>+[OPW<#QY\5O# M-]::A!X4\#Z[JCW,EDNG-&L$$5[)?3?95`.0UW]I/5O#.A'7-9_9N^/]AY/Q M`T'X;W6F7`^!UO>6^N^+[SX>Z3X*O+6\N/C?'I6O^']>\0?$C2M'@U+0]2U2 M&SO]'UN#6#IO]FNS@;>5CU_P+\0K/QI_:FGW.@^(/`_C#P]]A?Q)X`\8C0H_ M%6A6>L?;'\/ZO+)X7UW6M%UGP_J\%A?&SU?1-8U2P>YTO5M,DN(M8T'6-.TL M#;RL>@4`%`!0`4`%`!0!\P>$S\3/@IX5\-?!GP[\(O$'Q,TCP7X?T;P=\.OB M#IOBGX>^'/"I\*Z/IUMH?A&+XM#Q%XJM_$F@^(-,MK."WU[4/"/A+Q=;7MM: MKKND:>EWJK^#_#X!GW7AGXA_#'1?#_@32_AEI_Q\^&WBC3_CKXC^.=M%-X2T M#6M4\9?%#Q]IOBUM'\%>$?'OBFWT+4?!^J:K\0OB<)?#OB+6BMKH&C1+/XCO M]4LH+#QH`?/^HZY\8?AGI7[0LND^)-0^%WAKX$?`_2_VC?AC\%=-L?`WB+2M M&TK7;;XOK:?!;XC:]JNB:Y/=>#[6[^!\=_'I7@#6/#D?AN/XCZYX4T#7K_0? M#/A?4;$#\#[O^)?AS7?&/A6[\&Z._A^UT_Q;Y_ASQCJ6OZ=9Z_\`V;X)U33K M^#Q"^B>%-8TB_P!%\4>(+R`Q:5;6GB&-M(MO[8DU34+/7+?2F\.>(0#/^&7@ MG5?AS;:SX0BN-/U#P-::A&9O"5G>+/%FGZ\VIZAH M\_ASQ1ID'AWP_J-_J7B;2-=UW5_!OAG4/$X'X'/^`/A;K7CKXJ_&[Q7\0/A3 M\%_C%XR\&ZO\` M%#2/&OA'5O%&CZIXA\#:[:VK>']"O)+Y;[3K"RM@#Z/_`&>O%.N^./@%\#_& MOBF^_M3Q-XP^#_PT\4^(]3^RV=E_:.N^(/!>BZMJ]]]BTZWM[2T\_4+NXE\F MU@AAC\S9%&B*J@`]@H`*`"@`H`^(/VMO'_P]T;QI^S7X6U_X[^'_`(+>(+;X MP:AXLN]:_P"$I^&>E>*O#7A6;X!?M#:!!XE_LWXEZ7K&E0>']1\02P^'?[1U M+1KFV:YU7[+;21Z@\#Q`'A_C[XW_``TT_P"!$G@S3_VG_!_Q!UO1_P!H_P"$ M5[HOQP^(/B'P1>^'O$6M3_M5?#KXP:OI-K8:'XTT4>,M/^%WP]\6>"9O$+^& MQX?T"UTRYM+73[G2&LM1TSPL!^!]0:#JVJ^#O&_PH\5ZCJ?@_P"+6I?M-ZA; M^`]6^*7A&\N?!_AG1_#/@KX:?%+XO?"FU^'?@**3Q7;Z]X/N[2S^(%Y=:KJ' MC:XU%]1\9_:8+J\T9]-TCPN!^!Z?\:_^$T_X173_`/A!?^%P?VO_`,)!:_:/ M^%*?\*"_X2K^SO[.U7SO[0_X:+_XIO\`X1_[3]C\W[#_`,37[3]A\C_1/MU` M'`?!3_A:W_"5:A_PG7_#3_\`9'_"/W7V?_A=?_#%_P#PBO\`:/\`:.E>3_9_ M_#.?_%2?\)!]F^U^5]N_XE7V;[=Y_P#I?V&@#S_]K;Q_\/=&\:?LU^%M?^._ MA_X+>(+;XP:AXLN]:_X2GX9Z5XJ\->%9O@%^T-H$'B7^S?B7I>L:5!X?U'Q! M+#X=_M'4M&N;9KG5?LMM)'J#P/$`>'^/OC?\--/^!$G@S3_VG_!_Q!UO1_VC M_A%>Z+\*O#_BK0-0\+3?#_`..7QC^. M?P_F\5CQ@NOZC\(O@T?@U\(]1T2+0;+P8^@Z;\4;\YU?X]6^KVC73:Y)JTGB MOQ+>2^(++3=.\/:!;`;>1Z??^+/!OQ6^`VA^/)?!WC#Q1X4^(O@_P-XR\/>$ M=)LI(_'TMSXJ&A:]X&73+G1=9A3PAXPT_6[[0KN'Q+%KVF6OAN]L$UR77=+M M='DU:R`.?^$^@^,M&\97'/B':M'K/@VU\&PQ^'8_$O M@K2KO2_"7AZQ\(^,!XKCL=0UZ>;1M';QPR:5KFEQVVE^'H_`_P`'P/P.@U;7 MOVDH=5U.'0OA/\#]1T2+4+V/1M0U;]H/QYHNJW^E1W,BZ?>:GHUG^S)JEOI. MH36@AEFLH-3U&."1WB2[N5032`&?_P`)'^U/_P!$;^`'_B2WQ%_^A.H`/^$C M_:G_`.B-_`#_`,26^(O_`-"=0`?\)'^U/_T1OX`?^)+?$7_Z$Z@`_P"$C_:G M_P"B-_`#_P`26^(O_P!"=0`?\)'^U/\`]$;^`'_B2WQ%_P#H3J`/,/&OP]^, M?Q"U6WUCQ5\`O@?=7::?%HVIPZ;^U_\`'+PWI7B_P]!@'?Z3XY_:2U[2M,UW0OA=^ MSAK6B:UI]EJVC:QI/[47CS4=*U;2M1MH[S3]3TS4+/\`93DM[_3[JTFAGAN( M)'CECE1T9E8$@&A_PD?[4_\`T1OX`?\`B2WQ%_\`H3J`#_A(_P!J?_HC?P`_ M\26^(O\`]"=0!GZMJ'[3VM:5J>CWGP?^!\-IJVGWNF74VD_M6?%K0-5BMK^V MDM9Y-,UW0OV6[/4M%U!8I6:&_P!/N[6ZMI`DUO-%-&CJ`8'@#1OV@/AAX-\/ M?#_P9\$?@?8>%/"FGII/A[3M3_:V^,WB>YTS2H9)&M-,CUCQ3^S'J.I2Z?:1 M.+:TMYKR2.SM8+>SM5BM;6&&(`Z__A(_VI_^B-_`#_Q);XB__0G4`'_"1_M3 M_P#1&_@!_P")+?$7_P"A.H`S[SQS^TEIMSI-GJ'PN_9PL+O7]0DTG0K2\_:B M\>6MSK6JPZ5J>NS:9I,$_P"RFKZCJ":)HNL:@UO;K)(MKI-[<%1#:RN@![AX M6N?%5WH5C<>-=&\/^'O$S_:O[2TCPMXEU'Q?H5GMO+A+/[#XBU;PGX9N]1\W M3UM)I?-T2R\F::6!//2%;BX`V\K'04`%`'C_`,2?AYXJ\9^+_@MXBT#Q;X?\ M.:?\*OB!?>.M6TK5_!FH^);SQ3]O\$^*/AY)I>G:M9>.-#C\,;?#/CKQ:RW, MUAK7^GOI%R83;Z?./!]_%X@35OAQX4:S MU!=<:VAMFU:&;3[J6]MKG2P#L/A[X*TKX:^`?`_PYT*XU"[T3P!X/\,^"M&N MM6EMI]5N=*\*Z+9:%I]QJ<]G:6MO-J$EI80O,\%M;QM(SE(HU(10#L*`/B#X MZ>++KP+\`-6^">BZ+H MOAS7_BA\)M4NYO[3T_QKXOU6\L[[4M2N9)K-7LGM+*SDMF`V./\`&OCKXP^! MO"7[-'Q/^'GQG\8?'31/'7C"^N]4\.W_`,-O`U@_Q4^"]U\//C9\>8)=#\-> M&O`&C^(T^."_#3PYH&@Z'%9:GX=TG4]9T32WU/1+%=4U)`!M\CT#]I?XT>)M M/L?@GX;^#'B_3]+E^+OC#X=ZM?\`Q'T>#P]XCCA^"^J_%SX+_#+7]3^'5YJE MGK6A7OC#4M5^.G@"73KC4]&U;27T;_A(KH,E]!I@N@#L/`MM\0/!GQ]U3P5X MS^,_Q`\?^&-<^#]CXI^'FF>,=$^$%I_:6NZ%XTO-)^+=]+>?#7X6>&KNV_X1 M[3]?^"T5G#?SV\-S_P`+!U9X8]3>PD;P\`7_`-F%_&^L_#N/QYXQ^*/C#XDV MGCS4-.O[/^*?@WX:?V7YO_"6_#_XE^.O[;^W> M7_9W_"N_$7PGT#^R_P"S?LC?:O[0_P"%H>?]I^U0_9_[#\OR9_MN^T`//_V@ M/^)U9_"SX7R?N]/^+_Q@\-^$]>G?]_9R>%?"&A>*OC=XM\-:OHS;8_$/A_QE MX9^$NK>!=1TZXFCMFL/'EW-^"WPI\9>#/#4_PX\96>DV>M?V#XVM/$WB/P;/JOQ8\07'A]+; MQC?2>`/$$UAX)36?#FE^*?#&I7.B:O;^,P#0U:/XDVGQH^,EC+^TYXP\(^#? MA_\`"_X=?H/%'AGX%S^`=`D\8^*_CO#K&E>,KIOAII&NW?POTG2OAAH2N ML7B[1=9%DVJM+XECN9H;ZP`/I_X>^)-5\8^`?`_B[7?#&H>"=;\5>#_#/B36 M/!FK&Y.J^$=5US1;+4]0\,:F;S3["%=(_M_3;S3_$$?C;1?$$/AK3_`(9K:ZJVFNG4H-*TZS\/>)7\27NA2^"O%<7AH#;RL'Q"\4ZZ_BKPE\)/ M"%]_PCOB;Q[X?\9^*;CQI+:V=]_PB/@GP'J/@?1_%-]X>TN^M[JTU7X@7&H? M$7PQ::-#JMK)I%I]HU#6=2CU--#B\->*@#G]/U#Q?\)_%_@3PEXM\=>(/BMX M?^*WB#4O"WA[Q#XITWP3I7C;PKXVTKP3XN\?O8WR>`/"/AC0=8^'^H>$O`FO M&*8:7!J^E:O:112R:YI_B56\"@'D'AGQ/\6/'VL:6FE?&O\`X0+XNIX@\%^( M?B5^S/XX\&>&M.T[PE\,=+\=^%Q\1K+X<7-_X-MO%_C#R]&COO"L?Q7M]6\4 M^"O$.JW&NMH4&AG4=+G\#`?@?3_Q2\"_\+'\":[X3@U3_A']6N/[,UCPIXE^ MP_VI_P`(EX[\*:QI_BSX?^,?[&:[M8=>_L#QMHF@:S_9-Y,+/4/[*^QWJR6E MS-'(`'PG\=?\+0^%GPT^)?\`9?\`8?\`PL3X?^#?'7]B?;O[3_L?_A+?#NFZ M_P#V7_:7V2T_M#[)_:'D?:?LMMYOD^9Y,6[8H!Z!0`4`%`!0`4`%`!0`4`%` M!0!\W^)/#?QHNOVAO!'CW1O"OPON/A[X3\'^-?`,U[J?Q0\5Z9XRO-*^)6O_ M``:\0:[XAC\*VOP:;4=)*/"`/P*'Q1\" M_%/_`(2+X&1_!SP%\'QX)^"_B#_A*+'3-?\`B)XB^'/_`#2SXH_"6U\%Z)X= M\+?!CQ/8:-X?T_2/'>EW]M>QW?\`S"I-.73((O+O*`/']7_9L^*?A;3M4T#X M:6/P_P#%&D0_$#]G\^!KOX@?$CQ%X2U'P5\"?V:?%7PY^)GPU^$20>&?@[KL M.O\`V;QLOQDTV'7-2DFUB+2O$&A7.K:KXDNX6@T\`]O^-/PJ\??%3PEX1N?# MGB+3_A7\4M,T_P`1Z3J6O^'=7UJY?1M*^)7P\U[P-XPTSP_XRL-.T;5M1T_0 M/$6M>&O'NGV\MAI4>N:S\'_"T5TN@SO;ZQX<`/H#2=)TK0-*TS0M"TS3]%T3 M1=/LM)T;1M)LK;3M*TG2M.MH[/3],TS3[...WL-/M;2&&"&W@C2.*.)$1550 M``?*&I?L7_`*X^*?@WQ39_`3X`6_@G1OA_\`$O0/$/AS_A5O@N+^U/%7B7Q% M\)]1\':U_9$7A8V%[_96D>%/'5K]LN94N;7_`(27RK5)(M0O&A`_`Z_XR:3I M7@;3_@1XNT[3-/T/X>_`GXH:3JVNZ9HUE;:9I_A;P#K'PO\`B+\$(=3LK*". MWTW1/!_A*7XEZ/KVL7%Q-I]EI'A?POKM^&8Z;%:70!@:SX!_:%\::+XJ^&OC MO4?A??\`@WQ;XP\7ZC8_$S1=3U_2/B7\-?!K^/M5UWX&+3P_P""_"_@;Q+J/BO4?%OQ'\"?\*W\4?%7Q9HGC3PYHVN_`^VM-&\0 M:YJ'C?PTMY9:?XHMO[*?PTMS#J>K/#;QJ`=_^S,]X/A=>65YJ_B#6_["^,'[ M1WA;3[_Q3XCUWQ;KO]A>$OVB?BGX8\.6-]XC\3ZC?ZKJWV#P_I.F6$4U_>7, MWDV42M(VT&@#0U;X0ZKJNJZGXW;QWJ%M\4;;4+U_`/B>"PN4\,^!_#*W,AL? M`#>!%UM;?Q'X/UBT6S?Q>MWJ$6H^(M1@M=3L]1T"?PKX%7X>@?@=!X^\$ZKJ MFJ^'O'_@JXT^T^)'@?3_`!!I>@IKDMS'X9\2^&?%5SX=OO%O@+Q));6EW/HN MGZS=^$/"]S!XBTVSN-1T;4?#^FWBVVK:6-7\.>)@#G]"\)>/O&'B;PUXR^,& MG>#_``[)\/M0OM4\!>"?`/BO6O&>E0^)M4\/:WX5U#Q]XA\9:WX(\(WU_J"^ M%/%'B#0M/\.P:-!IUE'JVK:E?7.MWU]HR^"0-OD"/&VL?%SX>ZGK]KXW\3>,O#-M!-J&D:'X.O/!FGZ;\/M/UB6\ MU;P]KNOV>NZBNO\`AJZ\1Z9#X:\/P^.3#X-`_`S_`(;^/;SX;?LY^*=?F?Q! MX[U;PU\8/CW\/O`FD^*?&&NZQKOBS75_:A^(?PL^#G@"^\>>*I=8O[?^T=7E M\&^%XMZAT^&>*ZOYEM+.:6,`]_\`A/X%_P"%7_"SX:?#/^U/[<_X5W\/ M_!O@7^V_L/\`9G]L?\(EX=TW0/[4_LW[7=_V?]K_`+/\_P"S?:KGRO.\OSI- MN]@#T"@`H`*`"@`H`*`"@`H`*`"@`H`*`"@`H`*`"@`H`S])TG2M`TK3-"T+ M3-/T71-%T^RTG1M&TFRMM.TK2=*TZVCL]/TS3-/LXX[>PT^UM(88(;>"-(XH MXD1%55``!H4`"O#.B^%=*N=5 MGMK2SGU.XT_0K*UMYM0DM+"Q@>X>,R-'90(6*PH%`.PH`*`"@`H`\_\`"WPG M^%G@6SL=.\%?#3X?^#M/TOQ!=>+-,L?"W@WP[X>L].\57VA7'A:]\2V-KI.F MV\=GX@N/#-W=Z1+J,2I1HV`V\K'H%`!0`4`%`!0`4`%`!0`4` B%`!0`4`%`!0`4`%`!0`4`%`!0`4`%`!0`4`%`!0`4`?_V3\_ ` end GRAPHIC 22 p8.jpg begin 644 p8.jpg M_]C_X``02D9)1@`!``$`8`!@``#__@`?3$5!1"!496-H;F]L;V=I97,@26YC M+B!6,2XP,0#_VP"$``("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@(" M`@("`@,#`@(#`@("`P0#`P,#!`0$`@,$!`0$!`,$!`,!`@("`@("`@("`@," M`@(#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,# M`P,#`P,#`__$`:(```$%`0$!`0$!```````````!`@,$!08'"`D*"P$``P$! M`0$!`0$!`0````````$"`P0%!@<("0H+$``"`0,#`@0#!04$!````7T!`@,` M!!$%$B$Q008346$'(G$4,H&1H0@C0K'!%5+1\"0S8G*""0H6%Q@9&B4F)R@I M*C0U-CH.$A8:' MB(F*DI.4E9:7F)F:HJ.DI::GJ*FJLK.TM;:WN+FZPL/$Q<;'R,G*TM/4U=;7 MV-G:X>+CY.7FY^CIZO'R\_3U]O?X^?H1``(!`@0$`P0'!00$``$"=P`!`@,1 M!`4A,08205$'87$3(C*!"!1"D:&QP0DC,U+P%6)RT0H6)#3A)?$7&!D:)BH*#A(6& MAXB)BI*3E)66EYB9FJ*CI*6FIZBIJK*SM+6VM[BYNL+#Q,7&Q\C)RM+3U-76 MU]C9VN+CY.7FY^CIZO+S]/7V]_CY^O_``!$(`"T`I@,!$0`"$0$#$0'_V@`, M`P$``A$#$0`_`/W\H`*`"@`H`*`"@`H`*`"@`Z>P'X8Q2;44VVHJ*NV]$DMV MWT2`\'F_:9^"5O?O:/XRF_LV+4GT:?QK%X5\9S_"VUUF*]?39M'N_B]!X=?P M19ZM'J4;6;VV7,Z?,H3Y2O\`[,ZT:B?-AE.5>,$ZKPRI0E4JO%*DIO"JG"$I M5'B%3Y%R\]N>'-Z+XF\?^%/!\EC%K=_=QR7Q1T73-$UWQ`;*R?S/^)SK?_"/ M:9>_\(]X<1HG236=4^QZ?$^U)+E7=5;*56G3E.$Y>S5*+E4E*\*5%*%2:5:K M*U*C*HJ51485)PG7G"5.C&I-.(U%NG&I!_4J^_2A)T*4+U:ZINO2= M9T835&G4C5J\E/WSH-%UG3/$.CZ5K^B7:7VCZWIUEJVDWT2R)%>:=J-M'=V5 MU&DJ(ZI+;31R`.BMAQD`\5TUZ%7"UJN'KTW2K4)RISA+24)P;C*+71IIIKN9 MTZE.I"-2C4C4I._+.$E*$E=KFA*+<91>\91;C)6E%M-,TZR+"@#(U_7M'\+: M'K'B7Q!?P:3H7A_3+[6=8U*Y+"WT_3--MI+R^NYMBLWEQ6T,CD(K,0N%!)`. M&)Q-#!4*F)Q$_9T:*O*5I2>Z22C!2E*4FTHQC%RE)J,4VTC;#X>MB:]+#8>' MM*U:2A"*:5Y2=DKMJ*7>4FHI7;:2;.$U3XS_``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`.M:$_E+J$/C&#PK)X'_Y?*O*G M4RJ6$Y;>[!>PE'DM[&--\WL_9RY?+X*C6P5?`4\P:H8G+,15EFKKI1A3=*O4 MEF-7$J=DJ%1>VJS=1>!OBYX*\&>%/&O@+XL:/I_Q]\$_` MCX76'QZ^#7Q4+S^$?$FDZ!X>O+_P^=0U`R0:CX%\1PV=SJ%@?$-I+>6+RPSK M?6SR12L.CB#'T<'C.)L92C3S;()9E6GC(1<:7+F:P.!ACJ^"K\KBOK-".'JK M"UH3P]=2ING*FU*W%E&&ABJ&2X)WR[,XX>J\#-0;!/%'@KX+WD]A<>"-2^*?@[0];\/^$(M'U6 M]T_08+ZU2.RTR\US2-'_`+(T2SFN$DM-+DU"734U(PB.P260&)*Q^%]AF^.R MZE6EB:V&@JTI5(NC4E"=*>(49QJ/_>XT:=:K6PD9SQ%.&'Q-5P=*A5J1NCB) M+!0QF*C"CS8JMA9.E4C7IRQ%+$_5JE2G4IW]IAIXBI14<7;V$IXO"0E4]IBJ M$:GT/7GG4%`'RY^TEKM]?KX)^%>B>"M?^)$_B_6X?$'C;P=X4O/`EOK4_P`, M?!UU9W^M>?%\0_%7A[2)=)U3Q#-X9T.YAFU*)YK36+\0I*T3I65.G#$8V/M< M.Z^#RVG+$U](NG'%585*.5PJMU*$?"/C*_P##%UXET[X2>/O"VN^)O!/G2^$O M$>N:3/86%Q=:SHT4FGZI>0QIH\4+-%*K01CBIUEB<9@**R;'U(Q MJ1;Q67SHQPLJGM(QDZN(RJK@*DYV<:M?V\J4IQ7,>ID'[GCW!)4G0P^;8[!9 MOAHOD45]9Q'L\QC35-N"A3S.CBJW(^6I3I8J@ZL4YJ=3?_:GO/#=U^PGX3\# MW2Q:AX^\>^"OA1H7PB\.6%2< MEROG4-922/E>$ZF&PO!^%KY@H?V9+AY4*T:L%4IUYU\N5/#X:-)QDJU:KBI4 M/8THQE)32JV2IN<;/C6U\:_"I_B[\8_A#\3/"/C";PSINE7'[3?P'^)5TD?A MO5O$6B>`_#ZWVH^&O%MPJ7?@77[_`,(QV.R.\AU+2-1+VX=(F5ROGXK%4,'3 MJU)8:6-X5QN8X^>%C3@OKF&]MF%>AB:.$C\.)C]<4I/`UX^T:36#FHXBES>I MEN$Q>,GD^$EB*F7\2X7`Y=0YY/H!9Z/!JNDZQI_ACP5XCU;P[JN@ZUH\NC:?XXT=]5T&* M*ZO]-MK'54$5M>VTCZ9/=1P7&GW%O,8IH6C7KQN$J8;$9A'VJQ$,%F.,RZ=9 M.W/B<(J-2M[LG[2TJ>)H58U&G3J1JITYSM*WG9?BZ5;"Y;*-'ZI+&Y?A\=3H M67[O#UI5:,%>"4(N-3#U:?LWRU(QA&;IQIU*;EZ57"=Y^5^N_#KX7V7[57[1 M[R?L;Z/\>!+X+^$OB5X-&\%_`2[ATCQ!JZ?$&YUG4KZ+XH>*M"G;5-?N(()+ MBYT:TU2XN7T\O=*TH@6?/+U&ED.81AA52CAL_P`=2I5G&U*-%9-D%6.%@L/& MOBXTZ%6K5KNG3PLH)XJ4L/&K6G5@ML:YU\VR;VN+?[_*8^TBY/G;CF>+H1KR M=1TZ#<*-.G0A*I7@XTZ<*;<*,$XGQ@^''[/'A/X_?LYV_BSX`Z=K/A6^^!7Q M9T^7PCHGP5UKXMZCI[:;J7PYN?#]G/X>\-^$]:U:.TT0:IK%E8W36<<.E_VF M8(6LXI]HZH*E#%\9492J8RK2P63JCB*:FZDYT<1C,'[?ZU&3]GB<1A<-AZ?U MJKB(U<0J-/VF(J3A%F"=9X:G2<*F>.K7Q%I0?QKX[O\`P-H/BZ]G MOO%/AOX9W_B6^N?`F@Z]+=W=U<0W]KH;P#[+<7$LUK&\5M+L>`QQ[8EU/JF2 MT\76AB,UP^6X:GF5:G*,XU<;'GYY.K#W*U2-)T:5:O!RC6K4ZE13JG+$QQ%2G1E"FZ<)QC[.'PK MU/QG\0/%GA;58M.T+X'?%'XCV%M M2-Y&D22LT>GR6Y6YC"3NXD2+@C*3E4BZ-[SX?:AJ-Y;""&3^T(7^'?CGQ5IPL9&FDA"3WT-QOM MY"UNL9C>76K1I>Q@I3IUHUX352ERS?(N:4'"JITXTY<\?>M3E5BX32FU/FA' M.$YQJ/EC*G[/E<9WBDV[OW>67.G%I7T'XI:59_M"7^B6'BG3/`WP$;P_X/T?4?"GP_%QI<,>O>)K7Q=IMGITFHWVJ M/%X>\-7T:?;7>UW3M,(GE\%6R/ABG-2R]UZF:4)XQRE"4H1XFS;#4Z\*N$=3 M$P^JT(4\-1G6^K^R^KP3JX?"0CB8UF%:K2SG.<2I_6ZM+!9?BHX?XW*O_9-+ M$S4XUTJ4YXRO>51Q]M.M.I*4J=:M)4JF_P#%[P)^SWHG[6.M6?CGX%2^/;/5 MOV8M#DM+?PE\%/$7Q3\1'Q!IGC'5M#T_59K_`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`PG/P9^(_C+[#J$6KV7_"5_L1?M$>(OL>K0P1VL.IVO\` M:_P+N/L^H1VT442W,>V14C1`P50`H)4JU/$4DJ>(HZPJ1]VI#WE+W)JTH^\E M+1KWDGND5-NI2G0J/GH5(\DJ,HWG-\K35YRT]YW\N\<^.?#. MO_$33-;T;0/C);^%-43X7)XM^U?LP_M<6&LZ.GP<\;:IX\\,Q^%=*LO@#/9Z ME'JM_JTMA>B[O],%K;VZ2PBZ9S"O1@<14PV)E*K:5"E6Q>-I-)RJSQ>,RJIE M%6E5YG&,:"I.CBH58N=15:56BZ4EB8U\,\3-RP%#"X>,85(0Q.%DI1M3CA,9 M/!SJU*?+?_:*<,+.E1AR1C?$0KNK'ZHL/B?K35O&>K:S\/X?'OP^CDM([)[G M5Y]'^)7ACQ3\.;S5-%T:>^M=9TN^L/&^F:-JW@N[F6UFFM-2U/31`1%;7#1R MV%T)SP5\1'!J.*K)RP=#F>(C%QC5]DXM>THRG*--U:4K5%2J.$,0HNA[;#NI M'$4[I495^;#TGR8FMRQH2<92@JO/%J-2%-.HZ=5*5&4J:E4I>T]M"E7E35"I M@?!_XIWWQE^V>-="@BT;X^CNO[0WQVDMF;GO>'GAJ3G7: M'A3DI+&1E.EC744\)?"TZ>)QGGT_Q,_9TN?&EK\2+CX._$J?XB6%J;&R\>S_ M`+$G[14OC2SL3;W%J;.U\4O\##J=O:FUN[J'RH[I4\NYE3&V1@<:#>%^LK#- MX;ZZK8CV?[OVZ_=.U;EM[5?N:/Q\W\*E_P`^X6WJI5E1C67M8X>SI*?O*DU* M4U[-2OR6E.(;C]C3Q;K6H>(_%?[,>L^)O$6K3?:=5U[Q#_ M`,$_OC?K6M:G<"-(A<:AJFI?L_S7-Y-Y4<:;YI7;:BC.%&,Z=*G1CR4:<:4. M:\IRE)W;;+G.Z)\!;::2'+-\C.5^8\L5;5\0_$/\`9L\6 MZEI6L^*O@M\1/$VL:#>G4M#U7Q#^Q!^T-K6I:+J+213'4-*OM2^!4T^G7IE@ MA?S[=XY-T*-NR@(BC_LM:.(P_P#L]>$9PC4I_NZD8592E4BIQM)1J2G.4XIV MG*^-NCZ?\8OB/XOO_"7Q=B\(^(_"GP^T/P_-9?LU_MVUC46=;'?)'$9]D-X:?L\OQ6%JKEK3S6OC:?(^:#HU M\!EN#M.3Y)0JQGEW/RQA4A*-:WM$Z?[S*O2C]=P>)HR_=PRY86K&4>1PJT\; MB\1#V7*YJI3E2Q5I2E[&4)PY53J1ESQ^RM)U.VUK2M,UBSCU"&TU;3[+4[6' M5M)U70-5BMK^VCNH(]3T+7;*SU+1=06*55FL-0M+6ZMI`\-Q#%-&Z+!H?.4G M[-NIP?$/QQ\3-"_:(^.7A?Q!X_CT>TUNWTJQ^`-YI,.D^')-5;PYHVFVGB3X M$ZK);66FQZSJ$4(E#$8BAB?8PI3PV'6%IJ#GRPH^T ME6E'WYS(X?&VL0:]XSG\3./AC'J$USK&J66G2R'3[_34M$TVWATR. MQ@#QR]&'K?5IXQTZ<%2QN&PN$E1:DJ<:."IRCA^5J2JNI#$5*N.G6J5:E7$8 MNM5>(G5H-4(X8B$\12HTZE::G0Q13E5DO9--.#I*DL%RY?"G"G"-/" MTX.GRXI/$O;\%VEO9_M$?&Z>U\-ZOI::MX.^$L:9_PFT- MZUKXKN-(@TOQ-JEGI5_X>MYOLM]=S0QK#!)M^RLD,X)QCD^+HQ_=NGGN-K*G M)>SDX8C*\EIJM3IRY7.G4Q&%Q2E5IQE#VD&YRO4@YK%PJ+-,!6?OPGD].E&< M9*:@Z.9YC-T:CBY>QDHXF%2%&KR2E"HZE.,H\\EV'C/X'?!7XC:K%KOQ#^#_ M`,+O'FMP6<6G0:QXS^'_`(3\4:K#I\,LT\-A%J&N:3KLE=ZLW_!GPZ\`?#;2KG0_AQX(\(?#W2+R[DU"YTS MP1X8T/PKIT^HRP0VSZC-8:+86]O-?&"WMXS-)$[%+>-6)5`!K5J5ZM&%!XBI M&%&$X4?>O[!3E*;]E&:G3A[\I5+>7+S.UG-1OR MQE*-I-*[2U35W9JYX#H'[+NL>%9_&EQX=_:<_:%TF7X@^)+WQ=XJ:"S_`&=9 M7O\`Q!J&FZ?I%S?VTMW^SY-)I+'3M*T^%([![6./[*LB*LK,[9J*6!PN6MR> M#P<:\:<.:4))8K%5\9B/WM-PJWJXG$UZK:FG!U'&DX04(QTJ34\=6Q\:4*5> MO[%-13=.,,-3C2P]-0J.HG&E2C&FG/GG4C%.M*I)N3Z?PI^SIIO@[XH:9\4- M-^)GQ/N;C2O`.E?#.'PCJ<_@"[\*S^$M&C:6SM+R8?#Z/Q#$H8BM MA:-.2G!T*C=:-6O&G7AA5INI#+8SJSY\L^LRC4NG4K5,=+#3Q]6NY1DIU,;4 MPF'JUG&,%"=/_9U0C*<9<7\(O#6NZ9\:_&.I7/A_4M,U!_\`A9O_``L/Q-=> M&=3TK3O&S:O\0--U'X*G3?$EU916?B[^P_AS'J-@QL9[K^S!+]CG,,C^6RP# MH4\HKTX0E0C;*X^RF^63S.C#,EG>+C2R30M/L[QI(-.TBYE M,EQ=6UO&B74TGF7'F%(_+Y?94OJ^)PLH*5'&3]I74E=UFH`O#4.DV,MQ:>']`M;N2`ZEJ-U?#3-,C>>[%L+R_FDE33 M;*W8PP1M(5@M[>*)<)$`*Q>+5*C4Q>,K/DPU%.K6FW*LZM648\ M]:K+FJ5JCE4FY3DVYP^&_>*AA:2BZ]5\E*FN6$9U9Z4Z5-6C2I\TK4Z4%&G3 M34*<8P48KYLL_P!H_P`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`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`%D^G^*UL M/%%IXPTA[!+K3=*\*G0;E-0TVU-W.+NYN=3T^[!M"=/T[4HYHY&YL*O;4\OQ M$TZ6"S2O2I8>M%95,$L=A:5&:YO:5L33G1Y/./#$/C7P5XN\&SW,MG!XK\,Z]X;FNX"5GM8M< MTNZTU[B%A]V6-;DNI'=17GYK@Y9AEN-P5.2IU*]*48-WY8SM>'-;7EYTN9+5 MQND=N6XO^S\PP.-Y.?ZE7I5N73WO9U(SMKIK:VI\7_"SQAXP^%OP"\._`37O MA%\2]0^+W@KP-)\.])TW0O`OB/5OAYXN?1["\T30?$<'Q8ATK_A#-#T/4[*T MM;V>'7=9TZ^M1`6)J5Z,%[.BJBG3I\>60AD>*YJ\WB<+@<74Q5&IAH\]3 M%49XF>)I0A1NI4,4U)4:E/$2I4J=9.3KN@XUI<%'^SSX&\`_!OX4_";XJ^!/ MB5=ZQ\(?AUI$WAGX^_!'1?&^O^-O#/CWQ!J6NMXAT3P:?AWH][XIL;:WN$@G M#2:?=:1-;WL2:A';^6@GUS3%1KYEB,;E57$8'%8>.%R[!U.2/^W8;!8&A3I2 MQ<9-X25/F@G4I9CR89U9-4*\ZBK1HXY5AY87+X4,93H8BCC<7C\;C,)*5J>$ MGB<7'$P5*2]G5]]UITE/`KVT(X3FJQ5.I3,_C%H_A[X,>#OC%I0U+ MQ/XNL?B&-1\4:K?6VC>+(;7PMJ,EUX-FU_PCI.C3:;_;&J^#Y;*?4O)U:V-E M?*T0M[@RR/;U7EAZV,=",(8;$4\EP>/KQH-5,/\`7HSR_"9IAZ$K5-.:< MI1P-2FX584JJIRHU*K=5U81^KJXSK"@#XZ^)5SXY^)/QV\,>"O`[2^$(/A3I M6J>,)?$WQ*_9_P#B?XS^&GB3Q5KVG/X?MK+0/$NG>*?!>BW.I:/X;U;5FD8: M]=I))XB\J"":?3[LV&>$I2K?VOBY2IPH+#?V9'#UH\E6K2Q-95,=7IQJ2@W3 M;PN&PM-PA4E5HU<9)JGAYTJF(VQ,EAZ&`PT7/VF)Q"Q52I0K2Y::PD%/"8>O M&G"491K5:L\6^>K!8?$Y?@^:+K3A&/R%9ZSXH\#_`+,'[3G[,.K>`?C'XAUK M21\6/#'PDUGP=^S+\>+;P7XST;QE:WVJ:=IWA<1>&=6SK.=95XXW+N$ZUJE/%Y?5RFABHUN;VSPV49GAXX?&3E*G2 MYI5=P]IM@_P#8.(&48U*MW]>E5JJK!NE/ZQS7BXS2]I^-U]KO[2GP;T;]GCX;_#_XH02>+I_` M.F>/_&GCWX7^/_A3X<\`>%M$U/2]9U[48;CXF^'-!N/$NNNFB/:V=IH5MJ6) MKF.2XD@CVF3NFH8CBG+\TE4C3RO*D>'-3\&^ M%_$&H_#WXP:5X:U>71](O?C'K5CI;^!QX;U+18C<_:/%5SIFLV:S!K$W1AM_ MM?+E=24ZAX7L/%,.OO-=ZCXZT'PWI/ MBOQ!HK>&6T6,6.D0Z/JQ-MJ?]J3O//IE]%)9VZ+;3WQ0C"O3JU:;<(RIXO%X M:-K^TP."S19-B*M67N^QK1S"4(0HQC5C4HR]M[:#O27-*LL/'"TJLX2Q/M<+ MA,7&*E'V.-Q>75O^-O`GC9O$WB32Y?`8\1"WT#35\-?V!K M_P#PDFGQ:=<_\)`=3\-WFJ#[-%$LEO\`V5JFEX) MP')['%8B#2@I/VKES*<*4H=[0`4`%`!0`4`%`'F%A\*-" MT_XAZA\1(M4U^2XO3*M.MX](34H]=OM%T?3 MK&;SM3GM%CBF>WM8)[V\FNGAW]6HSHP2=XU:=.4M)4,/B,5]?Q&&I GRAPHIC 23 p9.jpg begin 644 p9.jpg M_]C_X``02D9)1@`!``$`8`!@``#__@`?3$5!1"!496-H;F]L;V=I97,@26YC M+B!6,2XP,0#_VP"$``("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@(" M`@("`@,#`@(#`@("`P0#`P,#!`0$`@,$!`0$!`,$!`,!`@("`@("`@("`@," M`@(#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,# M`P,#`P,#`__$`:(```$%`0$!`0$!```````````!`@,$!08'"`D*"P$``P$! M`0$!`0$!`0````````$"`P0%!@<("0H+$``"`0,#`@0#!04$!````7T!`@,` M!!$%$B$Q008346$'(G$4,H&1H0@C0K'!%5+1\"0S8G*""0H6%Q@9&B4F)R@I M*C0U-CH.$A8:' MB(F*DI.4E9:7F)F:HJ.DI::GJ*FJLK.TM;:WN+FZPL/$Q<;'R,G*TM/4U=;7 MV-G:X>+CY.7FY^CIZO'R\_3U]O?X^?H1``(!`@0$`P0'!00$``$"=P`!`@,1 M!`4A,08205$'87$3(C*!"!1"D:&QP0DC,U+P%6)RT0H6)#3A)?$7&!D:)BH*#A(6& MAXB)BI*3E)66EYB9FJ*CI*6FIZBIJK*SM+6VM[BYNL+#Q,7&Q\C)RM+3U-76 MU]C9VN+CY.7FY^CIZO+S]/7V]_CY^O_``!$(`"T`B0,!$0`"$0$#$0'_V@`, M`P$``A$#$0`_`/W\H`*`"@`H`*`"@`H`*`"@##\2^)-!\&^']9\5>*-5L]"\ M.>'=-N]7UK5[^406>G:;8PO<75U`/A_XJOM&T[PQ\3_& M6B>'M/\`"&J7?B.6"#0$U#3]/\5WOBGP3'J%S+O#?A^+S9HHI'1YHE MD[(X:M]2I[.O.CS55*5:E1J48TH MSKRJ*CRU)=YXH^+NB^&Y]:CLM`\4^,;?PBDTGCF]\%6>DZQ'X)VZ0VMV]OK- MC-K5KJ.H:C<6/V=UT[0K+5[V%-0LY[NWMK6[BN'YXOW'5:]EA[U(0K3M&E5K M4ITZ+<7:Z3M=:72]#CH5HXBA1Q$$U"O M3A4BI64E&<5))I-J]GK9M7V;%N;JVL;>:[O+B"SM+:-I9[FYFCM[>WB09>6: M:5E2*-1R68@#N:SZQBMY2C"*ZNR2;>A#J-U-8Z??7MKIUYK%Q:6=S13-/%'N=AZ>-5U:SLK6#XGW-C9"'3W MM[F.YUK4-(M;N&\AFLI[F%_,%5Y*AE>!S:"EB+KCP3XS^'W]LP_:K?PUX M_MM!L?%-M9R`/:W.HZ?X=\0ZS;Z>;B)ED6VFNUNHP=MQ!#("@ZL5AI82K["5 M2G*K%>^J.2":-'1T964, M"*BG4IU81J49QJ4Y*\90DI1:[QE%M->:9I5I5:$_9UJ4J-1*,N6<7"2C.*G! M\LDG:<)1E%VM*,E)733)-4_:4_9ST(Z>NM?'WX*:,VJZ79ZWI2ZI\5/`NG'4 MM%U$.VGZOIXN]=C-YI=TLSY*M.I3E M;X:D)P=I1DEZ_I^HZ?JMC:ZGI-]9ZEIM]`ES8ZAI]S!>6-Y;2C='<6MW;.\5 MQ`ZG*O&S*0<@U52G4HSE2JPE2J0TE"47&47O9Q:37S1%.I3J0C4I3C4IR5XR M@U*+7=-737H7*@L:S*BL[LJHJEF9B%55499F8\!0`22:FB22W;Z(\$;]J[]EM':-OVD_ M@$LBL49&^,7P[5U=3M*LI\1Y#`C!!&6U^;FNK M6O>^A52G.C.I2JPE2J4I2C.$TXRA*+:E&496<91::DFDTTTS9UK]HK]GWPSK M,GASQ%\=?@WX?\0P?8_.T'6OB=X)TG68?[1MH+S3_,TN^UN*YC^U6EU:SP[H MAYL=S$Z;ED4ETXRG5="E%SK1JRH.G%-S5:%1TIT7!>\JL:J=.5.W/&HG!I23 M1E*4:=&->^JB?(X^\FUJ>OP3PW$,5Q;3 M13V\\:303P2)+#-#*H>.6*6,E9(W1@RLI((((.#2E&4).$HN,HMIQ:LT^J:> MJ?=#C*+BI0DG%ZIIIII]4UI]Q+2&?+7[:/P[\6?%']FSXD>#_`\$]]XDFMM% MUFRT2V<)-XDB\,^(M)\17WAF,F6-6DU2QTRXLT1F"N]PB-PQK)5XX',^'<3JPT55HYG@576 M#JYGEV/P5'$-J*H5L5A:E*E-REI",IR5*I-M*%.I.;:2/$OVB?BM\/OVA?V> M/$WP<^%.IV7B_P"*OQ)TC0O#VG?#*T+1^-?`VI7.IZ5<3ZI\1?#;;;_X=V?A MX0R7=S M+^LU:\<3"]/VU6GAZE+#T.;V]6M/V4:?/&?)RY7B8Y;@ZSQE*6#Q%/*L716! MJ)0Q-:KB,#+"PPU*C)WJP=3$TXU*T.;#TZ$G7G55%<[X_P",'_"*_"[5_&/Q M#^%OQGU#X-_'[0K;3-!U;PAXS@FO?`O[4/B#PYX7T,Z?!9>`[LF[\<:YM>"675+6Z:2WN8I&A5##Q=6-:=;*\*LPP>:8['8K^PU).O!K'XC#8FIA M>6]7+^>5.6)=;_<*T8TJF*Y$J_LS!X"FZ.7X+-*KP-;+<+E^%><1G&-*E3>& MIXB%'$SG)8:M%*3_`'.)C#&TX#OCO8Z[KWAWP?KGA/Q-X=\ M1:G9Z7INJ:A<6^E_\(KIWQ(G\$6OC[5_AI'<_P!LG59/$.G^&YY+YYFTD:<4 M@D@74&O8I+5.VMA*?UG,H8*K[;"82>+GAJLK?[9@\'CXY;7Q=!PYH\E'%SIT M)JJZ-2I-SGAZ=:A2JU:?%AJ]?ZCEE?%T/98G%4<-/%4J=Y?V?5Q5)U*%/%J] MZ/UGEDZ*?.XJ>'6(=*6+P:Q')?M::=\4;GX1_$>X\'^,?`.@^%X/A[X@&NZ/ MXD^&WB+Q5KVI2"VN6F;2?$FE_%;P[::(C6ICC5;C0]5*2*TI9U81)P8155FV M2>_"TLZR%4%R-.G6>;X-0G5?M/WU.-5TYRI05"4J<9TU6A*:JT^W$.DLNS)* M$E..7YJZKYURSH_V=6O"G'DO2J"?`.N_#^RM++R$#6]Y8:[\2?&4M_=&;>XN(KRS0*P3R M"5+MK4=-)1C"4:L93YY.:<))M';WQ_P"'O#*_ M&'P_!I4\VPE&*514]1JX3"9GRQG0C5-\ZBO[+RK$U6Z5:I7J996G=QD\BK4,9C:_.TTEAEC\(L& MZTO<]GF6.PCE^_:C^EU0,*`/@E=2^+>E?M6_M)/\*/!'P]\77$GPV^!M^574>1<-\\?J\Y8:DXI%_A?> M?$"\;X,?'S2]8\&?#N^^'>EG3[R77?A;)KH)\:>+]!T8VMOK?G6]U`-3DN`] MX[B*=EDSM05)5.,<-A:#Q>`EEN34ACLSHX:G44N62I2I05&*I4) MJDHM7KPBI<_UC$Y5+$5W#EYOWDW6>)YJE2*K M1?M/:RE.+GZ;^QOX3;X?_#7Q'X*OM6\)#Q!I_P`2_'FOZSX!\)>(]+\0V_PB MC\:Z]=>*-&^'%^VEOY>GWNG:3J%L[P"&&+==.UN)("DLNDG%97D%"GB'CX9; M@*673QR4U2Q6(P4YQQ"I3FE*4<+*<<)%34:L84::JTZ9XN./AA)N'MJ%#$8:A3IRJQIRE"+Q,J%7$\T)3ISE4FX5*EG(TOC/\`M#_\ M*H\56OAS_A(/V7-*^T:-:ZK]G^,_[3__``IGQ4WVBZO;?S;7PM_PJ7Q-]JT8 M_9<1:A_:$?FRK<1>0GV??+Y].KS5*].]/]Q.,;0JG"?[V'+'V4_?O&%Y M\U-PJ77/RQ[9TO9T:%2U1>UY]94^2G[LK?NJG,_:?W_=AR2]WWMST'X*_%'_ M`(6OX:U#7_[3^#NJ?8M9FTKS_@K\8/\`A<_AI/*L[.Z\K4/$G_"$^&/[/UD? M:MSZ?]AFV0M;S>>WVC9%WU:'L:.$J\M:/UB$Y7J4?9TWRU9T_P!Q4YY>WA[M MISY:?)5YZ5IU:5X+V:@[1G>HN;F^.GRKD3M[CYI<_O:1Y=?EKX3 M7_QBMO&_[4UAX$^'OPU\3^%;O]I34H]:U#Q1\1-;T/7H([WP5\-8=>BL?!%O M\-+_`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`9OK;PLLQM[WUQX"$*>!^+_=U3C2PWME#F]M+!X5Q='_:UB_?O^&EOAU_ MT+G[0'_B)W[4_P#\YNL1A_PTM\.O^A<_:`_\1._:G_\`G-T`'_#2WPZ_Z%S] MH#_Q$[]J?_YS=`'H'@7XE^'/B'_:G_"/Z;\0-/\`['^P_:_^$Z^$_P`4_A=Y MW]H?;/(_LO\`X67X-T'^W-OV*;S_`.S?M?V;?;_:?*^UP><`>@4`?/%Y^RW\ M([SQ;XE\=!OBOIOBOQ?+;R>)-7\/_M$?M">&9=3CLY+N73K*2W\._%&RMX-* ML3?WBV6GP0Q6MDES)':PPQL5J*,%A\.\)24G. MM.E2I4Y59N525.E3@Y.,(I:5ZDJ]6%>K&'M:5)48.-.$.2DGS>SA&G&,8Q,M'T?Q=9>(?`-A?Z7X7N_P#A;'Q; MGMK.RU>_;5-*B_:5%4^L3J2JU*LJBDJDISYG2FY3ES86V#E?"1C16OX'L M_$UO\6OC->ZIX-UO1/#^JOX'_P"$;\37U_X2N-+\2C2M"FLM2.FV6C^)[W5[ M$07+JI_M?2],W]8O,'-88*'L\NQ4:C5.M6S?&8F-%WY_85,#E>%IU'**E22G M/`59J/M/:*G4HN4(S=2%.L0KX^A4IKFI1RS#8:4UHHUJ6-S+%2BU+EG\&84X M*2BXNI1KJZ@J,ZWM%44-90RLIW`,I4[69&`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`L;3+"XMKT:S: M:8ZWM\ZV0O;;-T]82M"GELO:9'A,=A\3C&X7I^RQE3%* MKAU[1UFZN*^L4*$HTY5KQ2?UEQC_`+6JF.Q>8K&3]VIAJ.*I0I0RB,97FX45 M&E3G.+5#ZOEN6N#E*^+ M_!'[/?PC\3^,[O3XM(\%?#GP[?ZO_8^C006RB"#?);Z1I%KNCAAFNKV:*VMX M04C#W,:#:H`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`RZY-X$T76-`\ M+0W$K%UL],LM>\0ZU?2QVZ%86NIKQ3<-&9A;VPD$,?1B5A8U>7!^T=&"2YJO M*I3DKWJ*$5:E&6C5-SJN/6I*^G'AWB/9J6)C"G4E9^S@W)4[QC>#J.RJ24N9 M\ZA33345!\O/+LJYS<*`"@`H`*`"@`H`*`"@`H`\A^/?PFL/CE\'?B#\)M0O M#ID7C3P]L)7(W5S8F&(OA,3 M@Y0IX[+<7A<=A743]G]8P=>&(IJHH^][.;A[.;C[RA-RBN9([,!B8X/$<\U) MT:M*OAZJ@U&;HXFC4P];D-OB[)XK\%:I\,DTFZM;/3?$VM>"=+T[Q+-XRU74[K3Y M+\V.G:SX:T.%)FVW-^$C5[GNQU+!9MC85ZBG@,M>.HXS$86H^;%RIT<1];6$ MH3H<^'<:E2E3HRQ52K0E3H5?;QPTZL7AUY^`>(R7#>RP\H8W%X:A/"X6LDZ- M%\]&6'IXK$0FW4INE"?MIX>DJRJ5H>QC7C3E]8CSOQN^">K^+O!K?#]/@!)X MCU7P?:6GAO\`9Y^+7@7QMX3\'^)OAI:Z9X?T6STGQ%XG\2ZUX@TS7_#'V?7X M+F:2#PM9^*%O+*SB%QIPF

#P^5UH?VED.#A@8/!N' M[^K*EA:?M:E-5)PH1E"NI*&)=>A7C*UJ-:%-5J_I7A[XJ?$31_&GA_P5K5SX M=US1?#7B/P9\%_&U^='UN/Q5K?Q#U?X5V?CZX\;Z5JJZF+"'PX)I[6SDTR72 M'ED-Y'O#OCC1O#NL/)<3;&FUJTN`T>V*5S"BJO!AZ< M*>8Y;7E*<:4E^%O!.E?"_P]J\?AE/B#XF(%Y16)KU(T6J='V_L'.4(4XT859N;5TZLW3>BJE589U(TJ=24W4=&DHWO/V5)5.512>*OA5>6O\`8DO:CIGQ*.A:AI?C"QN[NTUMK[5+>YL+;3+:/2[*YFL_/UPHN65ULNS#" MQIX[%8Z4Z.:T'*<*?]FSE.#P#G."4%34(X_#XG#PKU99C.DZ\(T*,:>'Z*JH MXVGC,NK.>&P-&@JV#K63JK,TN:GC5"#?[RE-?5OJ]2<:$L%/$?OG5QE2G2^X M/AUXB\5^*/".DZQXV^'^J_##Q1/$5UCP=JVM^%_$%E:UUKPAK.I6&H M:=*^YH)3+!.T>#/;6[DQC?$T\/2J)86NZ]&2YHN4)4ZD+MKDJQ=XJHDDW[*= M2FU)6GS&GB'3MB:*H5H-1ER24J7FGPZU-I\FHP6=[<6D-TEM/)$[P M[>$6+6'_`':QO\7KO[%3]GS7]C[98?#K$>Q]G]96'H*O[14:7(ZK=6-*$W[M M!144O=O&%2=6G"JXV=:G2K5:E>C2K<].C7G.M2C"K)S??TA!0`4`%`!0!__9 ` end GRAPHIC 24 p11.jpg begin 644 p11.jpg M_]C_X``02D9)1@`!``$`8`!@``#__@`?3$5!1"!496-H;F]L;V=I97,@26YC M+B!6,2XP,0#_VP"$``("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@(" M`@("`@,#`@(#`@("`P0#`P,#!`0$`@,$!`0$!`,$!`,!`@("`@("`@("`@," M`@(#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,# M`P,#`P,#`__$`:(```$%`0$!`0$!```````````!`@,$!08'"`D*"P$``P$! M`0$!`0$!`0````````$"`P0%!@<("0H+$``"`0,#`@0#!04$!````7T!`@,` M!!$%$B$Q008346$'(G$4,H&1H0@C0K'!%5+1\"0S8G*""0H6%Q@9&B4F)R@I M*C0U-CH.$A8:' MB(F*DI.4E9:7F)F:HJ.DI::GJ*FJLK.TM;:WN+FZPL/$Q<;'R,G*TM/4U=;7 MV-G:X>+CY.7FY^CIZO'R\_3U]O?X^?H1``(!`@0$`P0'!00$``$"=P`!`@,1 M!`4A,08205$'87$3(C*!"!1"D:&QP0DC,U+P%6)RT0H6)#3A)?$7&!D:)BH*#A(6& MAXB)BI*3E)66EYB9FJ*CI*6FIZBIJK*SM+6VM[BYNL+#Q,7&Q\C)RM+3U-76 MU]C9VN+CY.7FY^CIZO+S]/7V]_CY^O_``!$(`"\`RP,!$0`"$0$#$0'_V@`, M`P$``A$#$0`_`/W\H`*`"@`H`*`"@`H`*`"@`H`*`"@`H`\V^(OQ3\,?#.+0 M8-835=5\0^+=3DT3P7X-\-V(U/Q3XNUF*UEOIK#1K)YH+>%(;.&6>YO]1N[# M3[.)#+>7=O'\]1%SG76%P]&>(Q/LJM=TX.$>2A1Y?:UJM2K.G1HTHRG"FIU: MD%.K4IT:?-5J0@Z<84Z,L16JQPV%A4HTI59*I)*I7DXTJ<8485*U2>!?$_A_Q3\*?'MEX>G\7'P?\`$9/#5O>W MGA2UNFM+SQ!I.O>$/$WB#PWK-A:3>6+M;#7+B>R%S`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` MRTL]3TRXFMKF,_WHI&'O6E2E5HM1JTY4I-*24XN+Y9:J232TET>SZ$0J4YJ7 MLYQDHR<7RM.THNTHNSTE%Z-/5/' M/$&D7+V>K:%KWQ2\#:/K&EWD8!DM=1TS4-=AN;*Y4,,Q31(PR,CFLZ56E5AS MT:D:E.\HJ4)*4>:$G":O%M7C.,HR6\9)IV::+G3G2DHU(2IRY8R2DG%\LXJ< M)6:3Y9PE&<7M*,E)733&:C^TK^SEHT6ES:M\?_@GI4.MZ;'K.B2ZC\5?`MC% MJ^CS7-S9Q:MI;W.O(M_ILEW97D"W4!DB:2TF0.6B<+I).G.=*2Y*E-4W*#TE M!5:4*])RCHXJI1JTZU-M+GI5(5(WA.+><&I4XU8-2I2E4A&<=8N5&.[TW5M(OK;4=,O[6 M4;HKFQO[*62"ZMW7E9(G96'()K2K2JX>I*C6IRH58.TH3BX2B^SC))I^31%* MK2JPC4HU(U*:1XTUQ8=QT[P[*=>V]U5 MD\FR$]O)/-3\+?'+]H;X.?$/X>7MMX]^%_P M.\!_&G5?B9XV\(W%MKG@_7;/QEX:MM"L/AQI6NVUP=*\5ZI=26-]>7=E97-P M+-=/A%X]L]W`)(I4886AQ9F&8X2<\MQ^20RNGAW3DZV.K/'TL9.5"C95:E+# M4*4XQK0Y:=3$8F%*C.I4A45/HE/V]')'P]>G* MI.I'F]C4QE3$T*7L96J2P\*M9P=.")A[2E0 MBDL=!TG.ISTZ=9Q\]PC7A@L3E])Y=F&:8O#6RNI3=+ZU#&58PKU,/AG:6#EA MG4^M5JD?]AFI5+SC4J8>-3[M^&WQ2TGXF6FIRV>@^)O"]YI8TVYFT7Q;::7: M:K-HFOV1U+PWXA@AT?6-3A&E:MIXDF@CFGBO(6AFM[ZTM+N"6WCSKX>6'I5' M62BZ%:OA,32^*6&Q>'A1J8C"57%2I5*E.EB*%1SP]2OAYPK0]E6J>\HE+$T: MM2,:$^>%2A2Q5"HO=C7PM>I7I4<33C+EJTZ=2KA<1&,:].C6_=N3I*$H2E\Q M2^'M9.L2Z_'X<\0C]EO_`(2(W]U\-1;7(U>XU87#O-X[A\)_V?\`;_\`A4_] MKXO)/"(823R*VL+9FS)L;O++DZ+RZ.+3]K[JRER?-_9O/[)8*&.M_P`O/B67 MSFZG]@^TH4\2X2A2GP_ICHN']=\2?$WQ!^SU\1?!WABYO\`PC\>+#4+/P[X M+EA)0JU)/#N.)PWUBE-2Y*ITVA4P MN!PM;#2Q&#JU:]:BZ2E3J8.IAX86-2HJ\8WPBQ%+$0I>_>E7A2J4ZD5*$+_* MWC;XU^+/$WAO]C:\\>?$3X7?#WXI/^T3XK&D>*_$>B7$'A7Q5X3T+PS\2_"6 MC?$V'P!J?B_P[JB^%_$L=UI$4++K%C%]H\06C6TY2>WCE]G#4_\`C(,##"P6 M!QN*X:QKAL7CY8!0R^T9TZD*]>=&I+"4ZJEB+PG0J4:E:C6BN.M5 MIT,BSWVV+CC(P^'JTL35Q/,XSI2A@E5Y<94HWPS5*56G6 MC0J4ZS^S/@-X7C\`_$WXVZ!X@O->\2?%+Q=<>#_BAXX\=2Z'X?\`#/@CQ'9Z MOI]]X2\.V/@/P[IOB_7-4T32]'A\(7MC+;ZZYNWF5IQ=7D4Z2+S8=0CDM+#8 M:#H8?+(K8S&QHXS$8R4J<(T%1KJ<*="G#DG2A0Y*E*_P"]JZXB MA5CC*&9UYPJ3S3"_5Z3HQE"E0H93-1CA91J2E4=:$>/M/_`&R/`$_PY\+^#?%&M/\`LY?$&*\LO&OC MG6O`&G0Z:/B-X"=KF#5]"^'?C&>ZNUN3"BVKZ=!&4GED^TJT8CFK+'64.,HP MIP]A_P`8NYR2*BG%WPF6.OVA;O6XO#G@37OB3XZTOXD6OP-L_$_ MA;6?%/@#0+GP]8>'TU_Q7IGA34KRPTW4_$VK:5?W\KV,][:NZ`+>W$JR;%A8 MQH&*E.MG5;&SC/#1Q6`P5"C3K.$:V)67.O0KX_EA.:<*DZM.BI<\Y1C2IQJ^ MSJ/V:]'^./QL_P"%/R>'(_[9_9\TC^W4U-\?'']H#_A1\DW]GM9+GPY'_P`* MV\5?\)$B_:_]);=9?9B]L,2_:?W7&JO^T3HWI^Y3A.RJ?O5S2J1O*ERKEIOD M]RISOGDJD>6/)>77[*V']O:HOWG)?V?[KX>:WM>;^)_T[Y/A][FZ"_`WXU_\ M+>?Q&O\`;/[/VJ_V"NF-CX&_'_\`X7>\']H&^'_%1I_PK?PK_P`(XK?9/]%. M;W[24N1B+[-^][W0MA(8GEK+FK3I7=&U#W(4YVC7Y_>K+GO.C[--*\/@<[<]JFDHQNJ?+\'O:SYE:7+'E?-=>)ZGJ'Q0TW]LKXK/\+_ M``;X"\67,/BQ]B>PDT'X8>,#JTDC^:LB3C M31&(H]LLGF'R>;"2Q,)TT'XZIXK\!_#:^\!:?<6'B+6?#'@_5/%BP3>+_%NB M:,WE:S?7%Q<+<:P)Y_M1G!N)),R*'L(Y_P`0T<#&>,RV7#M7#X:Q4*=10YY^UGD665<7.GA,PI\1995JTXNXBE4A3G&%^;V53ZQ"I6]FJM*G%\RE4II]_^R;X<'PPT_P`<>!?%.I^$ M/"_CKQK\0O''QFT[X(Z7XIT+5-;^&W@?QCJD(TS2VTS2[DJ;6.Z@GDN+K3HI M--%[?W$5O%*I4I4%)4H1M%9UVY9KC\PE0^H4LYJ4I8:C-Q4Z[P6"PN%Q6*:C M*5-UL15INOB(T93C2]I34YN;;?;?&KX@>*_A9JVCZ_X7BNO'UQKMC=:8?@]: MQ.VL7::7'<7LWC;PW<:;IMS=VMMI@N8UUE+J.XAGM9+1;'&J+:V6M>?&HX5J MV';C[.I#VTL1-3Y,L45&FZ^)]FFY8&HTHNFE]86(][#\\95X1[E1A.C3JW=& M5&K&FH)P7UYU7=86E[6<(1QD8QG5H3#3XH M9-5OM5+W,+SQSL;N:V[L12CAY0PT5*U""C[2;BZE?F;J>WDZ;=*U7GYJ2I-T MHT?90A.I&*J3X:5257VM9Q5%U)O]PN=+#.FE2>'?M(PJ^TINFUB'5A3G+$^V MDZ.'35"EG?\`"Y/B+_T:=^T!_P"%'^RS_P#1+5@:A_PN3XB_]&G?M`?^%'^R MS_\`1+4`'_"Y/B+_`-&G?M`?^%'^RS_]$M0`?\+D^(O_`$:=^T!_X4?[+/\` M]$M0`?\`"Y/B+_T:=^T!_P"%'^RS_P#1+4`9>N_$OQOXAT36/#^I_LE_M!2: M;KFEZAH]_$GB7]EF-WLM3M);.Z1''[2WR,T$\@![$YKEQN%AC<'B<'4DX0Q- M.=-RC;FASQ:YHWTYHM\RNFKI731OA<14P>)P^*I)>TPM2%6">W-3DIJZ36EU MK9K3J>7_``EU'XJ_#O\`MF^U_P#9U^.OB_Q%JUEX9T#^U[(?LK^%H8O"O@FP MN--\*Z;-IX_:OU,W.J1PWM_<7M^MQ#%5M4I8W%TL)0K2H4W>5##JC@L/&E1J5<14BU.4\14<_=\RA@:.%J4G M1O[+"8+#Y=AE/6K#"8:MB\125:HN6%6MSXVJIU:='#PG"-)>Q4HRG/V3_A&M8UW6+?5I?%S?MB2VUY#-+XEU>-[-?#UNP4696YS!+]K MO#3]CA,=AJBYY8G&4\52G']VJ48X:.'G2G!^T=64N2$XU(SHJ'O1=.?,I1TQ M%256&64J:5*G@%C7).\I59XUX7F<6G!4HPC@J"C%QJ-R=:3G:<(TO4O^%R?$ M7_HT[]H#_P`*/]EG_P"B6J#,/^%R?$7_`*-._:`_\*/]EG_Z):@`_P"%R?$7 M_HT[]H#_`,*/]EG_`.B6H`[#P5X^\5^*=5N-.UWX(?%#X:VD.GRWD>N^-=6^ M"]]I5W?3X;41V$X>Y29H(K@`]0H`\(\ M5_LW?"SQGXYE^).LK\2+?QK)I9T--;\,_'+XX>"6L]%#/B)I5E MI&EW%Q86=S<6ME;6\5QM["#]RBJM14HP4Y)Z5JDJT<-&K&#C@U/V*5.$>1U-*DURQBW4J)1C4 MJRO4G"%.$I.%.$8X\G[)WP3EG\-W.Q:2QC*VK.IBU.G+ZV^2.)]K&E3C#GK4HUZ&)PU M5SE2Q)GE"H1E=RK+!PS7V\X\BE&$4\QI1BJLJ6.E?GY>;_D75.?V?/;VU"U[UO8^T510 M4`?/VL?LQ?"?6O&NN_$2Y/Q1T_QEXEM[6RUK6_#?Q_\`CYX0DNM.L9KFXL-) MCL_"OQ,TZTLM&M;B\O);?3K6WAM8'O)WBA1IG+10@L-1J8>C*<*-:JZ]2+J3 MGSUG'D]K-SE)SG&G:E"4FW3HQC1ARTH1@KJS=:=*I447/#T_94FH1C[.F^5R MC!12454E",ZMDG5JKVM1SJ-R<6G_`++/P8TG7_!7BBQTKQM!KOP\EU.X\*7[ M?&+XRS&SN=/W@\1W>L7MP_]ISZQ%?R:E#'#:WS7%M;PPQ= M%&M/#5IUZ$:=.<\+'!-*E2]FL)&$(1H1HN#I1IJ5.%>T8+_;%]>O]<;KO&K3 M5:BZ%9SJ0^L?6FW4G[3ZPH2I1K>UYO:^TIT:D\/2ES_N<-*6&I M-DZTJ?L4DEFF9^V=)PA]>^HX]"T:'6KKQ'%IEE'KUYIUII%UJXMXQJ$VEV,] MU=6FGO=8W_9([F]NI1$"%WS%B"<$Y&M-59I:<\XP5.,I=W&"Y8W MTBG+ELYSYJEK[+F][V"G&G?["J.,JB@OL^T<(.=K<_)#FOR1M5M=`LM#T_5[ M;PI9Z3H%UJ=SJFK!UTTRZ;_PD&I[I9]6OM,L[NR:],UZ5N+E(KJT>X8R$S)) M*91G-55AH4,-.-'V$)0H*<'.G23G.IR^SC.FW!3G)J$:D+)\L7&*25QTE3E6Y9*%2HH0ITE^\E&HHR]E3A3C-PFDHQ;C*UG\>?"3Q]^T]\1_#M MSXCNOB'^SII(7^'WC#7/#UXVG>()/VAKHV%_J M.E^'M0U".)=$U,VH#ATN8[=Y&ZJ=./U7(\5)-QS;`83'SIQ=IX>EB4G5Y=&J M[PZES*ZH1KRY:)?!.K:A>_#_`,1> M$=%U7PUH_P`0/`NDZO-X8UK5(]%UCQ=XDGLM5TKQ-;?9[N+^TCA-3LV$01TF MN(P/LL;D-/-(Q=#%X>O4HXVBYJ484YU*\,%BJ;4(7)%YC%X'-UA8*^7XJC2GA:C:=18AX;#8S$X2MRVBYT$T;X]_M$_%KXK?'7PE\('^$7AKPO\,O#^AZOX!F\<^`O&?BW5/B2VI7 MOC+0)+F35=&^*WA>V\/Z/<>)?!&K16=RFFZB);.>VNAYB2#=S*.*CPS6X@Y( MUJGUJI3HX*G[LWAG@,%F>%J2K<]2+K8K!8ZA7C3]G#D=6-&IRSC.1T5X86AF MV!ROVCIPJ4)RQ&)NIPIUZ.)6'Q-.%.*B[86M*>&K+VDI1KX6O;XE3I]]X*^, MGQ7\;_LH^'?BCIFK?"Z'XQ>(X].L8;"Z\&^+8?`VF^-;WQ3#X9N?`6H>'T\? MOK*ZA9ZNT^C3:@-:"BX@:^^R"W'V8^EF&&I4\=E.'RNM]8P>8_4JL<1.+?UC M`XK#K%U<=0IKVI*$,Z^NT_9U\JEF%) MT83C!T\1@I3I4Z$YRYH598JO"-.C*GR1J/%4/9.K[LJWU=ITFK:;X>LY?%-Y MINH:U8Z3%+K]_H6F7>D:3=W]O:B34;G2=(OM6U.YT^RDF65H;:?4;V1$*H]Q M*P+GBS#$83"QQF+I1JTL%AHU*JC.4:E6-*G%S?-*$*493Y4_AA%-Z)=3;"4J M]:5"A+D^L5IQ@N6\8*4Y6BKR;=E=)S=N9IRY()\B3PSXATWQ9X;T#Q5H[3-I M/B31=,U[3&N(C;SMI^KV4-_9M-`23#*;>XC+(2=IR,\5TXS#5T&\^*_B>^L]%7XG_&[Q3\'/!WBKQ+'*/!'@+0/!NM>(?"VCWOB6ZBN;86.C MW^K>%M7O]K7-F;W4?$%G9S7MI`L=S8XX>C4E0R'`4ZM*AF/$.7/.'4G&4U6E MB*7UO+\)3@YTG5KPR_$82C1PL:M*+DLPQ5%2KU:E+$=6)]C1Q&>8J;=7!<.3 MP^"<*?-3DI26%CF%5MQJJ"ACJE=5\5[/E>%PN#IR4O9TF^D^,_Q*^/WPU^#W MB'QQI]Y\'Y-7\/>)/`MEINL3>%?%.N>&?&WAOQ1>>'?#][JMKH5C\2--O/"5 M_'KFO37$5O)K.NQ?9M,6+SYFO1=6BE9YEDF#A"6%_M;-J.65*53]Y/#K%UJ% M&A7C5C[%5O9N5656G*AAY3DU37LXTE6Q,7A#!9IBHS^LK+LEQN:*<+4H3K9? MA\QQE;"\K=9J-3#X;"QA7C.2A.K.HXU-:%+H/A]\5_B19_'?7/V?_BFO@G7M M6C^&MI\5/#7CCX?Z%KOA'3+S1)/$)\,W^BZYX1\0>*O$TVE:K!J&R6&YAUZZ MBNH7&84L57P]:DU"G*E*"PM2 MG6HR52S<:D:SC/DCGB55P=3*I2E"IARE3YO?E[[J'B_0=(\2:'X4U*ZDL-5\2P7TN@M91<2V]M%IPK3CM+V4I2A M*I!.SG"E-0C7E%-476H>TY?;0OI/]S"E4EI3J5'2YEM"I9.$9V^#VUY*BY65 M25.<4^9)/SWQE\>?`/@OX;_$SXHW%W=7_A;X6PZN-8O+*UD6VU74M'AC%QI/ MAV_N1':ZS036\JQ\^(JU*.%P=>A0=>KF=2C1P-%24 M)XFIB:T# M?#\=P8'AAO5,2R7?=B(X;+,=1P&/Q'M*53&TL#4QU%>RHX:K6J/#4ZCP\_:5 M*V&^M3HPG65>A4A0Y\1]6E)^PAQX:4LRPM3%9=3=!_5ZV+P]#$-.>(HTJ,\0 MH3J4[0PN(JT87A#EQ%*%9JE.MR-UEU?_``T!#XS^(FH_#;X9>(_`UAXGT#PW MX<\:PZ#X\M=32^^)WASQ5HD^J:=<>`KBRUFQ^PZ/;O)IR7.OI:>(UBF:XM)- M,A*QW+XSH8V%'.JE+#^UK9-B<5EU3"W4*M/&4:=*<*U:3YE3P]24YPHPE""Q M3IS:Q6'C&\JI5L).&4SE4E2P^<8:AC:.*LI4?85:]6E*@HJWM,5RT93J4_:0 ME0A.C.-/%*I*-+Z1TE]1N=&TQ]=M;>VU:XTRR?6+*`K):V^HRVL9U"UA/G3+ M);QW+31J?-E!51\[9W'3&4L*ZV*HT&Z^"5.:A*[TC.ZB[O1)W/&/@]K\\'BCXP?" MRX8&V^&'BS1QX8R[O+%X+\:>&M.\3:-8,7.1#INIS:_I=LHX2STNSC_Y9DF: M$_K.5X7%RG.>)H8G'9;B9S^*I6P4Z56C4E)WE.I/+L9@/;U9MSK8A5JTY2G4 MDS2O&GA\PE0I2BJ>+P6%S*%.,7'V/UBMC,'7IJ\FG&6+R[$8F"@H0I0Q,*%. MG"G2@CWJH&%`!0`4`%`!0`4`%`!0`4`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`]DG1=6$*JGA*M>,7)4EAN5>U5>U`X,306'KY%##SEC:>#P%3"UZW,^; MVU?$3QTJU5UO9U*C&UT?[1)/\`V.EX+SQ4+F2&WB6_UJ$0 M&1X'\CCRUK#Y;]7Q-E7R:6*P65V3;>7X^I#%RJN>OLJF!E+&Y71C=RK8+'U( MN,(4X^TVS)2K8RCB,.UR9G2PL\T3>OUC*X^QP]HRA9K&0AEF(E.G+FA7RENI M*V)Y9>^_$OX:Z+\1]'^QZK>^.;.:PM=3.G)X*^*'Q(^&C7%S>6HB$>IR_#WQ M=H7]LP;HXPD6IME*_@]:?"?X?^$;.:;QU'XE/@?PEI7B;3/%/Q7^(GQ!T MK3-5TW2+6._M=#TKQ3XSUK1?#\45]]HB']@0VL!CCCCC)@CB5?H\XQ%"OC\T MCA)^UP5?%UZM*I.+E6E3E.:A*5>NGBGS0E>4:D[RE:=1.HKKPLLH5:.#P/UF M'L<31H\DX0<84XN7*Y+V5%K#W3BN648^XG)0<8SFI>-?#3P_XH\/?##7OA7_ M`,*X\/\`Q)T?P]\7_C-I7Q'\%ZU<:;%>:MX%\5:_XH\>^%FT"U\2R0Z/J^IZ ME9>*O#!%MJUQ96$D4MZLE[;RP`GS)NCBLKR!8C"SJ8?"Y!AG55.IA,13?+.-.KZ[;PV<9Q6P>*EAJ^*S.ECJ5 M2I"I"F\-F.$^LXB:G3C*?+A\6YX)5*-/$*=;#U\/*E=5:N'\#\1?`#XJZ=\! M?C?X`\"_!WQ[;>#OB9X^\"7GPV^!LOQ*^'\NK_"[0-%U71M:\;7CZ[=_$F#1 MO">B:M=:/.VGZ'X9\1ZT]E/=02(ULMQ,--<^9QX2H8RM+'2RC.*>/KXFE*<* MM+*Z%7!SP^7>WD\/B:^,HJ.)]E72C"FIQI+%R]C3KUQJ3^JNZIOZG\.^#-)^$' MC_X5WW@[PS+HLGQEN=1T#XC/\2];\7_$[XNPMHO@37/%GAW2E^)NO?%#Q$EI MIND7.C7EI-I$,NM:?(^H//8W,.QI+SMH_P`?-G4P>&P.(S*E/#4_81K8 MNCF66X*=?$.=*G5Q*K4,Q?LI5Z=+$4?91BYRIR]E#@KMTZ&6XQ494\2\91R] MQK3]HJ6$K8?&5W3P\85'3P[]MA(3DZ_252*FO4/B]\.]3^+%I8>`[ MV6WTKX?7C)J?BS6;*Y>+QB]SIEW;W&CZ1X3F6W_XINZ>Z07,OB&&<7EJEJ(; M!(KFZ6^L/-5&$ZSJ5FXQPL>;#1@H_O*]6%:E*59R37U>C3=JF&<9T\?[;V&) MO@XXG#8OTU5E0IVH).I7K:=J5M:1W5K8O\`9+HZ5XF4(<\\OG1K47[R6 M(5'&4JU#$TI2:<:E:G"I*4,1)?O^:$ZL54]JGP7C/2_V@/BS\'-4_9^UWX5R M>"M;\4>$H/`WC;XNR>*_!6J?#)-)NK6STWQ-K7@G2].\2S>,M5U.ZT^2_-CI MVL^&M#A29MMS?A(U>YUQU+!9MC85ZBG@,M>.HXS$86H^;%RIT<1];6$H3H<^ M'<:E2E3HRQ52K0E3H5?;QPTZL7AUR8!XC)<-[+#RAC<7AJ$\+A:R3HT7ST98 M>GBL1";=2FZ4)^VGAZ2K*I6A[&->-.7UB-7XS?!RY\3>$'^&]_\`L^/\0=+\ M(VVA:#\"?&_@KQ;X1\)^,_`#:7X5T:WM?$^L>(?$GB71]2\*_8?$D%PRW/AC M^VIY[>UC$NCR;`;S#,*N-S'&8C-*%7^RN(,56QE6.-C.4J?%+1/$9^$_P`2O$/AWQ7> M^$?@Q\(];G\0Z;H^JV.LW_B?5#XI\.>+I]8U2]UZY@UR"YU7PDU];3PZ7I$B M)?O'.D[KYI];&U,'C*F=8[!T7AJ,TA*I*IAY5W5M6]E2;\'M+EO?BS^T?\0EAV:7X@\7^$O!FB72L6BU.W^'' MA*VT[6;V$ABI2'Q5JVOZ8S#'[W19E(^3)\W!1]AD>'AS>]F699IFBC9Q<*5; MZIEM"]TG:M3RE8NG)7C.AB:-2+<9HTQE.G_:\)PYN?`Y3@,#5NG&*K2Q.99K M*,-N91P^:86,I+2-55*=^:$DOI"I*"@`H`*`"@`H`*`"@`H`*`"@`H`*`"@` MH`*`"@#.CTG38=4N-;BLX8M5N[*VTZ[O8P8YKJRLY9Y[."YV$+<+;RW=V8C( M&:+[7.$*B9PQ'W(U(1]V%2:J2CT=105/G2VC.4%"$Y*SJ1ITHS M]*,HQ?6,9M2E'S7,N9)W46YN-G.?-HT`<3XD^'GA?Q9XA\&>*=;BUM]9^'^H MWNK>%I-.\6^+=!L+34-0LGTZ[GU'1-"URSTWQ$'T^6XMA'K%I?QI%=W,:*J7 M4PE=%O#5ZF)I/EJU,/4PL[^]!T*LHSG#V4^:G[U2%*KSJ"FJM&A5C)5*%&4% M62K8=86I%>QCB*.*C9*%2-?#\ZI2C5ARU8Q4:E2$Z:FJ=6%2=.K"<)2B^VI# M"@`H`*`.'M_AUX6M/'FK?$N"'6U\7:YX=L?"FI7+>+O%TNCRZ%IES->6%K!X M3EUQM!L9[>ZNKR5+RUTR&Z5K^\(F_P!+G\U07LL-C,)"_L,=6C7K)MRE[6-) MT%*G4E>I07LGRRA0G3A.T92BY0C)54G*H\&Y/_D7JJJ$5[L(^WE&55RA&T*L MJCIT^:56,Y.-*E&_+2IJ/4Z7I>GZ'I]II.DV<-AIUA"L%I:6Z[(H8QDX`Y+. MS%F9V)9V9GRY5&,4DHQA&,5&$(1BE&$(12A"$4HP@E&*44DH24 E>:U[RE. GRAPHIC 25 p7.jpg begin 644 p7.jpg M_]C_X``02D9)1@`!``$`8`!@``#__@`?3$5!1"!496-H;F]L;V=I97,@26YC M+B!6,2XP,0#_VP"$``("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@(" M`@("`@,#`@(#`@("`P0#`P,#!`0$`@,$!`0$!`,$!`,!`@("`@("`@("`@," M`@(#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,# M`P,#`P,#`__$`:(```$%`0$!`0$!```````````!`@,$!08'"`D*"P$``P$! M`0$!`0$!`0````````$"`P0%!@<("0H+$``"`0,#`@0#!04$!````7T!`@,` M!!$%$B$Q008346$'(G$4,H&1H0@C0K'!%5+1\"0S8G*""0H6%Q@9&B4F)R@I M*C0U-CH.$A8:' MB(F*DI.4E9:7F)F:HJ.DI::GJ*FJLK.TM;:WN+FZPL/$Q<;'R,G*TM/4U=;7 MV-G:X>+CY.7FY^CIZO'R\_3U]O?X^?H1``(!`@0$`P0'!00$``$"=P`!`@,1 M!`4A,08205$'87$3(C*!"!1"D:&QP0DC,U+P%6)RT0H6)#3A)?$7&!D:)BH*#A(6& MAXB)BI*3E)66EYB9FJ*CI*6FIZBIJK*SM+6VM[BYNL+#Q,7&Q\C)RM+3U-76 MU]C9VN+CY.7FY^CIZO+S]/7V]_CY^O_``!$(`#0`K`,!$0`"$0$#$0'_V@`, M`P$``A$#$0`_`/W\H`*`"@`H`*`"@`H`*`"@`H`*`"@`H`*`"@`H`*`"@`H` M*`"@`H`*`"@`H`*`"@`H`*`"@`H`*`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```))/I45)PI4YU:DE"G3 MBY2D]%&,5=MOHDDVQQBY-1BFY2:22U;;T22[GP+\,/B=\04_:/M=6\5:WJ-Y M\)?VF?#6OS_!O2;JXVZ9X1O_`(5WMRNGPZ?;+<2Q>=XV\#7,WBHS((7D%JD3 M*_V4%.K+*,E@LRRO&0:S>A1PV?IRA.-2&%QSI8;%Y;-22E2EE#J953JT7[JQ M6(QU6*7/-DYFXTL1A,5AXNGA<-C,1D.(C\,98BE!UJ.-DE4E&7M\;A\XPM*L MH0=3"QRZ-1PE[.G,\%_"C3_&OQR_:B\/ZM\0?CW;:?X6U_X?/X3ATC]HWXZZ M7;^&)/%G@:W\1:Q_9>F6WQ!&G/;-K-Q)<0V5[97=G`NVVAMTM$6`<.6QF\DE M6C5E'$X;.LRP5.M)1KR6'PF%RBKAX3CB(U:=9PGB:SG.O"I.LIM5I5+)K3'N M,#QE2G%RHQ>(Q&;<0X6M4A*A*E4H\U#!8:,849TX4W2YJ482 ME-R\_P#"GQF_:!LO!GQ,\'ZCIOB+XT2_`7X^WWP]^)'B+P3]CTSXK>*?@U-X M?7Q!IVL^&[#3%TRWN/'=JNI:5::A%I)MKV:W@NGTTP:@\5Q%O"MAL9EG#V9X MZC/!X3,*6:X+'RPGMHTZ699?B)8.EB[4YO%0R^M;V];ZO-U:5:,9)3PWM/SG+L'6^MXNE2RO'9='%>QA^XS%*M6PC"%:GAZE=4:513A M[11G"/M/KG]G;Q?X!\;>&M;UWX;_`!,\0>/_``Y_;$&G)I/BW4-7OO%7PZO- M+TBPL+WP;XA_X2=CXA@U6.Y@DO)AXA\W47EOY'EN+A&C>NNO"M&AAZM2-*I# M%NI7I8JA&$:6)I3]FH\BHJ-"*I6$Z;K.G"%3"SPU M&%&KAZOM55C4CB,7-UY*M)S_`'RJ*G&:/LJDJ2A"G]!UR&X4`?-/[2 MOCSXJ?#O2_A[J7PSU;X?:>/$WQ.\$?#K68?'/@CQ'XNV+X]\0Z=H%EK.F/X? M^(_A;[,=-:XN)Y;2=;G[8'C1)[/RF:8PE.IB,XR_+N>-.CCX8^TN1N=.>!RO M,,T;?OJ,XUHX)4%&T'3=1UN:HH^R=5YTL/E69XWV,?VD/A7\+?C!XXE\??`#Q9J7P\\ M#W?BZQM;+X2^/-`-O=Z/;W.JW>C:[HC?'K5Y9;?4])AQ:ZA'J=BUK*A=K.^C MDQ%G*HK8:,%9UM!Q2A[&OAI8K!8F-YUE7HSJ4IT\,Y4L M1+?"89XC%T\-SJ"J8;$5;-6G&4+2P]2*N_:4:JH8ZC4TIN%6%.<*E7DK458\ M&_&'XKZ)\8_AY\)?BJ?A]XHM_BO\._$/COPGXK^'OAKQ'X(DT6Z\*IH4VL>' M_$7ACQ!XT\6BYMWM]VU:VUB#>\;0O8IQ(?1CAZ3Q/$6`]^&)X?C0K^TNG M2Q.'KXNI@G[G+&6'KPK0C)0YZ\:M*4I*4'3<7Y2Q$E@<@S%)>QSRK+#^QY6I MX>LL#+'J7M>9QK4I4H2IO]U1E3J*+O-5$H_7U<1V!0!\L_&SQQ\:?#?Q3^"W M@SX<^(OA=H^B?%;4_$OAZZF\:_#7Q9XQU71-2\->$M>\8/J=O/H7Q=\*V][8 MW=OI<-D+%[:&2!V>X-W.KBWC,%3J8G'9AA93C"&$RNMF=-J#YK4,=E>!E0G> M=KSEF7ME52CR*E[)TIN?M8UBITL-E]#$QIS]M+'X;!S3FN1QQ=/$5(5(Q5-2 M@Z7U62E%RFJOM8M.E[-JIROQ=^('[17PJ^$7BSQI%XV^`GBC7/#GB[PCIEO= MV/PM\7O?V5E.+S&,+\D_:X#`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` MPE\;Z?\`#_QSXC\/Z9X8\:6OB7PA/X\\#>,--T.:>70+_5O#>G^+/"^HV_B3 M2X[N]M[;4;'7[53;W;PW5OE)0A43J/2M[.O]4G5C)8C`4JE"A4A-1_<5:T M:\Z%:$HSC4IJJIU*3C[.K2G5J6JNG-TW1T+]G^^T!_$'B>V^).N1_%?QIXGT M#Q/XX^(=MI5A;1Z['X8TZZT[0O!EKX7>>:UTOX?6L%P8AI1N+JZ>*6YDDU!M M0G74(=.98>EAL+@5[+"X6OC<4Z5=^W6*Q..HRH5*^.=+ZLZLX0]C[%4/JL*3 MPF%]G&*A457.ISXAU*F+DO;O#87"4I8=>P6$HX?%4\7*.%C5^LN#Q-55GB)5 M95I55B:L9R=)4Z4/-_%_PP\3>`;/XF?&;Q;X\TW4O&WC.S^&/@OQGXD\"^'K M[X1Z#X6^$NA^-X3XHU?3U'C'7]9LM(+CQ)--:QV4+V:V:6@# M3">!P^'HY?B:D\)E^.S)XS'XCV[I7KQP+K/$483P M]#V:H]_`K4[_5?ACHE]>7]UJ]JU_P"*8/#FLWFI76M7FN>" MK/Q7K=IX'UNYUB\EEN-8GU#PA!HMT;^>666Z^T"XDDD>8NW3C%.G'!RKTG1Q MDLOR^KC*7L8T)0QM3`T*F+@\-"%.-"I]8E4]IAXTZ:HU'*DJ=/EY(\%#ZOS8 MF."KO$X&&(K1PU651U>:FINZC6E*4JU&G5]I1P]>4ZCKX>G2K.K5Y_:STS\7 M/`J^&)?%)U.=;6#63X9DTDZ=?#Q./%?V@6B^$QX9\C^T3XC>=DV6(@+O'(EP MN;9A,>:"YY9?&DU4_M3E>&<=5.+YO:3;7\..%4*KQKJ;ZPY>ZH).(4Z3PCAS?6_;T%AE5=:FI.^+/A3Q?XZ M^'WB+PCX'\9:?\/];\16$NE'Q1J7A:Y\6C3=-OHVM]2%IH]MXGT!EU*2SDDC MAN3?XMW?S/*D95`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`?A'P[\&]7^,&E MK\5/`/B[QAI%M??#"WT4>%/!OB73=7UO2-6L?B3XTT.'5Y]5T\7-O;6D4-W; M2F*5+V6U1D,T8=4HYUE6)Q6%]O@L`L?4GS1IS4JF*RG,L!A_9TY2NZE#$XJA MB'*2A&$(<]**Y_@U\;OAK\$_V+=8^$^F?$+X=^)-)?1[75/V M=_"C:[XWUZPM_#FCW5AHW@KXP7>A:;IEEI9N[C5-1N[BUNY5@LX[6VO)`VPQ M$:E;#X:C5JSJ4,-F67UZ=%5*EX4H8FGBL=5YY2C["GR8*C1H4K3E.I4EA:4?0M!^'VE?!7PU\-/B)X;\$ZEX>^(&MZ[\+?AMXNC^,'BWQ3\7 MO&6B^$?$OB72O#>J^&/#?B:\^*WB"T\*11WMU:ZC#%I&HW^EL+-$EL&D=7M/ M6=2%3.OJ6'JK^S\YJ9AB:\H1<<34J87)LQS+"+$5ZD74JRPU3#>PJPJ^WA>I M7EAJRY_;U/!A&IALD>)KT7''Y32PM*C"4D\-3E4S'!X+$U:.'I25*G'$T:U2 M=*5)8>JDZ"Q$+4Y85?2_Q3\#_P#"Q/!&K>$?L7P\U#^TGL'^R?%/X>_\+1\$ M2?8[^VO5"5J?[FIS^_ M3YVO^-]$\7?\`",_L?:?_`&2UXWVOX8?L@_\`"LO& M\/VJPNK+_B2>-O\`A=>N_P!BLWVC;,?[+NO.MVGM\)Y_F1]^'K^PCB8\U:/M MZ+I?NJWLD[U*<[5H\D_;4?Y.$_?ASIKK/@W7_#6E:7;^'?BG\0]%.JZM9ZO=:?J#F>SBM8XO+D@NI;F-H8^/!*E M3S/'8K$X7FI_V3B<#AYN-.V>)@Z<(N:?LZGM?9?N M^?SGXK^!O'OB3]GWQ_\`"3X7_LC^(_A[X7U?7/!?_".^!-,\4_!#POJ/F_\` M"7V_B_QUKHC\,_&!M`\*:`+?2K:TLXM*U0ZA)J.I23?9+:`-%I8=)XBBI4* M=-4IJA#._JL(T,1CLIS+#J=2G3E2JX['9;6RW"-45&I#V6&C&E5QTZU/_:%5 MA[.C7J1Q#J=[K4&C?L^O!XB^'/@RXT?Q9X@^'OB+XG?$J_\`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`Q8\$:!#+%!+KGBZ/]D/PUH\4]PXC@ADU/6?V=+:V2621E5$, M@+,P`!)KEE4ITY0A*I&$ZC:A%R2@:?^R7J^D:A;2J M'CN++4M._9PEM[J!T8,LD4C*000<&MJU*IAI2A7IRH2A?FC4BX.-KWNI)-6L M[W[/L90G":?LYQFHMQ?*T[26\7;9KJMRCX?\(:GXL$W_``BO[;WQ9\2BVN-1 MM)_^$?B_9$UD076D7:V&K6TW]F_LZ3>5<65^Z6UQ&V&@F=8Y0KD+249>SA5C M%^RG"E4C-)\DJ=?VCHSC)>ZX5O95?923Y:GLZG*WR2M4_P!U5EAY_NZ]-RC* MG+W:D'!0W/&_JW@KP!XL\*:I<:CKGQN^)_P`2K2;3 MYK.+0?&VD_!?3]*M;F2XM)TU:WF^'/PA\*ZDVH11VTUNB3ZA-:F._G+VKS+! M+;Q)M1;BN:23LKVN^BOK:_>V@+\#R>3X.^-&\:_\+V\SP^OQ3A?[';^"]R_\ M(6?!R))9C1I]7_L[[4?';V$CN/%@@W0L_P#9B6[:494G>!7U&T(OVD,Q:_M) MIVG+,/[3]7\:>`/%GBK5+;4=#^-OQ/^&EK M#IT-G+H/@G2O@OJ&E75U'<74\FJSS_$;X0^*=2&H21W$5NRP:A!:^780%+5) MFGEN!VN[;=.@U>RNN5V5U>]GU5]+V[GG6G?#GQ1JUUK%CI/[9?QIU.]\.7Z: M5X@L].TW]DV]NM"U22RM=233=8M[;]F]Y-+OVTZ^LKH6]RL4AAO()0OERHS% MN6C#$?#AZCJJ%7:G)T:DJ591G\+=*K"=.K9_NZD90G:2:3DG3G[*2Y*BA"IR M/22A53=.?+H^2HDW"5K32?*W9GDG_"<_"\:E_8W_``\VOAJXO3IG]E?\)M^P MV-2&HB?[*=/^P_\`"B/.^V_:?W7D;/,\SY-N[BBA_M*I/"_OU7494W2]]5(R M7-%PY+\RDG>+C=-.ZT'63PSJQQ"^KO#N2J*I^[=)PNIJ:E;D<6GS*5N6SO:Q MZOJWP_\`$?A_0KOQ1KO[9_QET3PS867]I7WB+5K#]DK3="LM/VAS?W>K7G[. M$=K;66QE;SY)53#`[L&E-JE*,*C]G.4XTHQE[K=2+]9MOMFB_MB?&_5 MK/**+K3-)_9/OK;=+!#=1CS[3]FYTR]K`_#7Q` ML=*TWQ/!JL]GHOB+1?%>GII/B7Q-X8D37/#MXNH:-&Q6$G%2H8RG&G532YN6-6G6BX5+>THSC5I4YQJT94ZL7' M2:3:?84@"@`H`*`.)\9?#KPAX^.C'Q5ID]__`&!?_P!HZ=]FUC6]&S(WE^?9 M:B-$U&T_MK1+GR8#(H.G6IPG%54JN%KX*HN;#8FWM(;-^[.F^6: MM.'/2JUJ%3DE'VN'K5\/4YZ%:K3GVU`PH`^'_"AEUK]O3XM0^-(;>6;P3\%_ MAU/\&+:]*2?9-`\2:CK:_$3Q!H=O,Q$&H3Z_::9IM[=6ZB3R+6RAD8)(JR:9 M.DLHXDQ*TS"6=4<)B6G[U/+HY?3KY?276-#$5YXVM)*T:M>D^;FE1BJ=9LX* MMPOAXSE]6J8',,2Z;5J<\QAC8493Z*I7H8.5%0OS2HTZ\W!05:;GY1KO@_4M M6_:+_:O^&'@'QO;_``N\)>,/A7\(_$6M:[;16KZ)H'QNUWQ'>:1IL,^D7%S# M97DWBKP_IVF6>JZO.-U#")2JDVVM:Q;ZCK$EK=>$SI6J7]@ M\^DZXLIL8[S?!>O#.Q?KI/#XC#9KC,+&>!G#$9;#,,+7G&\MX+NTGANK2ZABN;6YMI4GM[B MWG1989X)HF9)H9(V5U="596!!(-8SA.E.=*I"5.I3DXRA).,HRB[2C*+LXRB MTTTTFFK,=.I"K"%6E.-2G4BI0G%J491DKQE&2NI1DFFFFTT[K0FJ2SE/'7BV MP\`^#?$_C/4X[B6Q\,:)J.L2VMG;S7=[>&RMI)H;"QM+='EN[ZZG6.W@@B1G MEEGC1%+,`>3&UJM##3>&I.MBZCA1PU)*4G5Q6(G&CAJ2C!.3=2O4IPM%-^]H MCHPM*G6KTZ=:M#"X>-YUJU2484Z%"G%U*]>I.;C&%.C2C.I.4FDHQ;;L?F]^ MS;XCA\`?M&6>E21_$*T'[27@"Y\2>.#XW^%/Q=^&^FC]H3PK=76OZX/#M[\5 M/"ND#5;;4/"FM:E;PVNG27`MK7P5:JX"-%7MX*C0AA,[R/!U/:X/)'ALPRR< M^2->KA90H99F]6I27+/FK8R&79C5DXE:3K'Q,_ M;3TC6=.L-3T?4?C'X=M=2TW4K6WN].O;2X^"/PT6Y@O;2Y1H;B"168.DBLK` MG(K@5+#U>$LKI8F,98=XWB+G4[**C_:]=MMZGF&7UU4A22H4%?%VNZ%I^F:-\3M1M=$G:#3M?^V0Z9J]MK,.J:/<6-S:BV-^;])/LZSSN M'OV%+ZKD?]GSE5P691Q,;^//A)X!^),VEWGBK2+W^V-"%PFA^)_#?B/Q/X&\9:)#>/!) M?6ND>-?`^LZ1KNF65VUM;_:;:VU&*&X$*+.DBJ!41@H595J;E2J2A[.;ISG3 M]I37,U3K*$HJM3BY2E"%53C";Q^KRM*BJD:JA*,9*%6*<55AS)^ MSJ#]/G\,ZIJ%GK&MVFJSZAKE[X MCUFPNK&]MM:\4:YK5Y=:IXGUH76F:?(U_JMY>7,ALXO-E<(!6M63J?5DXQI1 MP4ISPT*4(4*>'G-U)2GAZ5&-.G0G[2M4JQG2C"4:\O;P<:RC-9TU[*IB:L&_ M:XN+A7G*4ISK0E3]C*G5E-R=2E*A^X=*3=-T&Z+C[-N+Y#5/@OX3\&^&?B9K M/@?PQXC\2^.O$G@OQ#HUO/K7CC7_`!EXIOXKJQNFLO"NA>(/BKXQN(O#FAR: M@\31Z9%J>E:5%)MD9(]N\>;FM*O6R3,5JN M(^KQK5)*=:=:K"G*JJ,93FX3[TA5JPP]&"] MG1=9TH1:I0A&3C24VH03CZ?\/(-2M/`/@FTUC2;O0=6M/"?AZTU/1;^?2[F] MTJ_M=)M(+NPNKC1-1O\`3YYX9XY(VDL[VZ@8KF.5U(8_0YO5HULUS*OAZJK4 M*V*KU:*[&O..\\[^)7PK\&?%K1++P[XXM]?N=)T_6= M.\06T'A_QMXW\#3C5M(F^TZ7=3ZAX%\1:/=W8M+Q8KJ&&>>2*.YMK>Y5!/;0 MR1E/]SBL-C*;<<1@G*5&5WRPE)).7LV_9RDXWA><)-0G4IIJ%6I&5JI*-*O0 M5E2Q,'3JKEC>5.2:E3$)?'5EXKO M9_`-^VJ^$KC1/B9\3?!=SI&L&W%HFM)<>"?%^DRW>MQ6WFQ1:C=M/=0I=72Q M2H+N<2B]S%SQT&Z6*G3G1YZ;=-1I56W5IPA!QITX5;VJQIQBJD(TX3YH4Z<8 MRM,)]1?O87FIR<)I3SE4G/FJ5'!I2BZDI6G>HO?;D^$M?V/_@=9S:Y- M':?%*0>*+Z+4O%EM>_M$?M$:C8>+KR&TM=/67Q?IFH?%.:T\5!M.L;.S>/5H M;Q)+:VCMI%:!1'1:*HPPTJ=.IAJ'-`A\)V^@Z=X.TB^T+P>?!NH:SX$U'PCI>IBR74+?PKK7@O4 M=+U'PV]PFGVBR3Z==6TS+&5,FV1P]5I5*]>KB:M6I]9K1IPJ5%4G"WMH^UJN,TZDW+R?X@_!F#PGX5\+Z?\)_`$OB.STC7O%E[K7A;XBU.UNM8M9K^]U34KO4)K'[88?MEQ'#:7 M7/B(5<2J^#C..#H8O*<9E6'G3IQI8?+9XG'8#'1Q:HT(Q<(1>$Q*E]5I3K2K MXKVCBU.M46N&Y,/B*.-]K4C5PN8X/,J\4Y5*V80PM*O0^IN MI'#QG@,/2O12IU*7T=X4TJ[T'POX;T2_O7U*^T;0='TJ\U"3/F7]WI^GV]I< M7KEB3OGFA>4Y).7YKTLQQ%/%YACL51I^QI8G$5JL(; -----END PRIVACY-ENHANCED MESSAGE-----

EX-99.4

Exhibit 99.4

EXECUTION VERSION

WARRANT AGREEMENT

dated as of December 23, 2010

between

Repsol YPF, S.A.

as Seller

and

Eton Park Fund, L.P.

as Purchaser

TABLE OF CONTENTS

PAGE

ARTICLE 1
DEFINITIONS
Section 1.01. Certain Definitions	1
ARTICLE 2
ISSUANCE, EXECUTION AND TRANSFER OF WARRANTS
Section 2.01. Purchase and Sale	5
Section 2.02. Issuance of Warrants	5
Section 2.03. Limitations on Transfer	5
ARTICLE 3
EXERCISE AND SETTLEMENT OF WARRANTS
Section 3.01. Exercise of Warrants	6
Section 3.02. Procedure for Exercise	6
Section 3.03. Settlement of Warrants	6
Section 3.04. Delivery of ADSs	6
Section 3.05. No Fractional ADSs to Be Delivered	7
Section 3.06. Calculations Determined by Seller	7
ARTICLE 4
ADJUSTMENTS
Section 4.01. Adjustments to Exercise Price	8
Section 4.02. Adjustments to Number of Warrants	13
Section 4.03. Certain Distributions of Rights and Warrants	13
Section 4.04. Restrictions on Adjustments	14
Section 4.05. Deferral of Adjustments	15
Section 4.06. Recapitalizations, Reclassifications and Other Changes	16
Section 4.07. Common Stock Outstanding	17
Section 4.08. Seller’s Determinations Final	17
Section 4.09. Notice of Adjustments	18
ARTICLE 5
OTHER PROVISIONS RELATING TO RIGHTS OF WARRANTHOLDER
Section 5.01. No Rights as Stockholders	18
Section 5.02. Amendments	18

i

ARTICLE 6
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SELLER
Section 6.01. Organization and Existence	18
Section 6.02. Authorization.	18
Section 6.03. Governmental and Court Authorization	18
Section 6.04. Non- contravention	19
Section 6.05. Title to the ADSs	19
Section 6.06. Execution of Agreement not prompted by MNPI.	19
Section 6.07. No MNPI	19
ARTICLE 7
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
Section 7.01. Private Placement	19
Section 7.02. Organization and Existence	21
Section 7.03. Authorization	21
Section 7.04. Governmental and Court Authorization	21
Section 7.05. Non-contravention	21
Section 7.06. Limitations on Hedgin	21
ARTICLE 8
OTHER MATTERS
Section 8.01. Payment of Certain Taxes	22
Section 8.02. Notices	22
Section 8.03. Assignment of ADS Delivery to Affiliates.	23
Section 8.04. Governing Law.	23
Section 8.05. Jurisdiction	23
Section 8.06. WAIVER OF JURY TRIAL	24
Section 8.07. Entire Agreement; Third-Party Beneficiaries	24
Section 8.08. Captions	24
Section 8.09. Counterparts; Effectiveness	24
Section 8.10. Severability	24
Section 8.11. Publicity	25
EXHIBIT A  FORM OF EXERCISE NOTICE	A-1
EXHIBIT B   FORM OF RESTRICTIVE LEGEND FOR ADSs	B-1

ii

WARRANT AGREEMENT

This Warrant Agreement dated as of December 23, 2010 is between REPSOL YPF, S.A., a corporation organized under the laws of the Kingdom of Spain (the “Seller”), and Eton Park Fund, L.P., a Delaware limited partnership, (the “Purchaser”).

WITNESSETH THAT:

WHEREAS, Seller beneficially owns directly or through one or more subsidiaries shares representing 83.104% of the outstanding Common Stock (as defined below);

WHEREAS, Seller desires to sell to Purchaser an aggregate initial Number of Warrants issued hereunder equal to 2,243,590, each of which is exercisable for one ADS (as defined below);

NOW THEREFORE in consideration of the mutual agreements herein contained, the Seller and the Purchaser agree as follows:

ARTICLE 1

Definitions

Section 1.01.  Certain Definitions.  As used in this Warrant Agreement, the following terms shall have their respective meanings set forth below:

“$” refers to such coin or currency of the United States as at any time of payment is legal tender for the payment of public and private debts.

“Adjustment Event” has the meaning set forth in ‎Section 4.05.

“ADS” means American Depositary Shares of the Issuer evidenced by American Depositary Receipts and issued pursuant to the Deposit Agreement.

“Applicable Law” means, with respect to any Person, any federal, state or local law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, order, injunction, judgment, decree, ruling or other similar requirement enacted, adopted, promulgated or applied by a Governmental Body that is binding upon or applicable to such Person, as amended unless expressly specified otherwise.

“Board of Directors” means the board of directors of the Seller or any committee of such board of directors duly authorized to exercise the power of such board of directors with respect to the matters provided for in this Warrant Agreement as to which the board of directors is authorized or required to act.

1

“Business Day” means a day, other than Saturday, Sunday or other day on which commercial banks in New York, New York or Madrid, Spain or Buenos Aires, Argentina are authorized or required by Applicable Law to close.

“Cash” means such coin or currency of the United States as at any time of payment is legal tender for the payment of public and private debts.

“Close of Business” means 5:00 p.m. New York City time.

“Closing Sale Price” means, as of any date, the quotient of (A)(i) the last reported sales price per ADS or any other security on such date (or, if no last reported sale price is reported, the average of the bid and ask prices or, (ii) if more than one in either case, the average of the average bid and the average ask prices on such date) as reported on the New York Stock Exchange, or if the ADSs or such other security is not listed on the New York Stock Exchange, as reported by the principal U.S. national or regional securities exchange or quotation system on which the ADSs or such other security is then listed or quoted, divided by (B) (solely in the case of an ADS and the corresponding Closing Sale Price ther eof) the number of shares of Common Stock represented by an ADS at such time; provided, however, that in the absence of such quotations, the Board of Directors will make a good faith determination of the Closing Sale Price.

“Common Stock” means Class D Common Stock, par value 10 Argentinian pesos per share, of the Issuer, subject to ‎Section 4.06.

“Current Market Price” means, in connection with a dividend, issuance or distribution, the average of the Closing Sale Prices of an ADS for each of the 10 consecutive Trading Days ending on, but excluding, the earlier of the date in question and the Trading Day immediately preceding the Ex-Date for such dividend, issuance or distribution.

“Deposit Agreement” means the Amended and Restated Deposit Agreement dated as of November 13, 2009 between the Issuer and Depositary (as the same may be amended, restated or replaced from time to time).

“Depositary” The Bank of New York Mellon, acting as depositary under the Deposit Agreement (and any successor or replacement thereto).

“Determination Date” has the meaning set forth in ‎Section 4.05.

“Dividend Threshold” has the meaning set forth in ‎Section 4.01(c).

“Ex-Date” means, in connection with any dividend, issuance or distribution, the first date on which the ADSs trade on the applicable exchange or in the applicable market regular way without the right to receive the issuance, dividend or distribution in question from the Issuer or, if applicable, from the

2

seller of the ADSs on such exchange or market (in the form of due bills or otherwise) as determined by such exchange or market.

“Exercise Date” has the meaning set forth in ‎Section 3.02(b).

“Exercise Notice” means, for any Warrant, the exercise notice substantially in the form set forth in Exhibit A hereto.

“Exercise Price” means initially $43.00 per Warrant, subject to adjustment pursuant to ‎Article 4.

“Expiration Date” means, for any Warrant, January 17, 2012, regardless of whether such date is a Trading Day.

“Firm ADS” has the meaning set forth in the Stock Purchase Agreement.

“Full Physical Share Amount” has the meaning set forth in ‎Section 3.03.

“Governmental Body” means any governmental body, agency or official of any country or political subdivision of any country, including any federal, national, supranational, state, provincial, local or other government, governmental, regulatory or administrative authority (including any self-regulatory organization), agency or commission or any court, tribunal, or judicial or arbitral body.

“Issuer” means YPF Sociedad Anónima.

“Number of Warrants” means, initially 2,243,590 Warrants, subject to adjustment pursuant to ‎Section 3.04(a)(iii) and ‎Section 4.02.

“Offer Expiration Date” has the meaning set forth in ‎Section 4.01(d).

“Offer Expiration Time” has the meaning set forth in ‎Section 4.01(d).

“Open of Business” means 9:00 a.m., New York City time.

“Person” means an individual, partnership, firm, corporation, business trust, joint stock company, trust, unincorporated association, joint venture, governmental authority or other entity of whatever nature.

“Purchased Shares” has the meaning set forth in ‎Section 4.01(d).

“Record Date” means, with respect to any dividend, distribution or other transaction or event in which the holders of ADSs have the right to receive any Cash, securities or other property or in which ADSs (or other applicable security) is exchanged for or converted into any combination of Cash, securities or other

3

property, the date fixed for determination of holders of ADSs entitled to receive such Cash, securities or other property (whether such date is fixed by the Board of Directors or by statute, contract or otherwise).

“Reference Property” has the meaning set forth in ‎Section 4.06.

“Reorganization Event” has the meaning set forth in ‎Section 4.06.

“SEC” means Securities and Exchange Commission of the United States.

“Securities Act” means the Securities Act of 1933, as amended.

“Settlement Date” means, in respect of a Warrant that is exercised hereunder, the third Trading Day immediately following the Exercise Date for such Warrant.

“Stock Purchase Agreement” means the Stock Purchase Agreement dated as of December 22, 2010 between the Seller and the Purchaser.

“Trading Day” means (i) if the applicable security is listed on the New York Stock Exchange, a day on which trades may be made thereon or (ii) if the applicable security is listed or admitted for trading on the American Stock Exchange, the NASDAQ Global Select Market, the NASDAQ Global Market or other national securities exchange or market, a day on which the American Stock Exchange, the NASDAQ Global Select Market, the NASDAQ Global Market or such other national securities exchange or market is open for business or (iii) if the applicable security is not so listed, admitted for trading or quoted, any Business Day in New York City, New York.

“Trigger Event” has the meaning set forth in ‎Section 4.03.

“Unit of Reference Property” has the meaning set forth in ‎Section 4.06.

“Unit Value” has the meaning set forth in ‎Section 4.06(c).

“Warrant” means a warrant of the Seller exercisable for one ADS of the Issuer, subject to adjustment as provided herein, and issued pursuant to this Warrant Agreement with the terms, conditions and rights set forth in this Warrant Agreement.

“Warrantholder” means the Purchaser.

4

ARTICLE 2 

Issuance, Execution and Transfer of Warrants

Section 2.01.  Purchase and Sale.  Upon the terms and subject to the conditions of this Warrant Agreement, the Seller agrees to sell to the Purchaser, and the Purchaser agrees to purchase from the Seller, the Number of Warrants in consideration for Purchaser’s agreement to purchase all of the Firm ADSs.

Section 2.02.  Issuance of Warrants.  The Number of Warrants issued hereunder shall be represented by this Warrant Agreement.  The issue date of the Warrants shall be the date of the Closing (as defined in the Stock Purchase Agreement). The Warrants issued to the Purchaser at the Closing shall be the only Warrants issued or outstanding under this Warrant Agreement. All Warrants issued under this Warrant Agreement shall in all respects be equally and ratably entitled to the benefits hereof, without preference, priority, or distinction.

Section 2.03.  Limitations on Transfer.(a) Except is set forth in the immediately succeeding sentence, neither this Warrant Agreement, the Warrants evidenced hereby nor any interest or obligation in or under this Warrant Agreement may be directly or indirectly transferred, assigned or otherwise disposed (whether by way of security or otherwise) by the Purchaser without the prior written consent of the Seller.  The Purchaser shall be permitted to transfer or assign the Warrants evidenced hereby and its interests and obligations under this Warrant Agreement to any fund or similar entity that is managed or controlled by Eton Park Capital Management L.P..  In connection with any transfer or assignment pursuant to the immediately preceding sentence, the Purchaser shall give the Seller prompt written notice of such transfer or assignment, the number of Warrants that have been transferred or assigned and the identity of the relevant transferee or assignee.

(b)The Warrantholder agrees that on its own behalf and on behalf of any accounts for which it is acting neither the ADSs, if any, delivered upon exercise of the Warrants nor the Common Stock underlying such ADSs may be offered, sold, pledged or otherwise transferred except (a) (1) pursuant to a transaction that in the opinion of counsel reasonably satisfactory to the Seller is exempt from registration under the Securities Act pursuant to Rule 144 thereunder or (2) pursuant to an effective registration statement under the Securities Act and (b) in accordance with all applicable securities laws of the states of the United States.  In addition, the Common Stock underlying the ADSs, if any, delivered upon exercise of the Warra nts, may be offered and sold in an offshore transaction complying with Rule 903 or Rule 904 of Regulation S under the Securities Act.

5

ARTICLE 3

Exercise and Settlement of Warrants

Section 3.01.  Exercise of Warrants.At any time prior to 5:00 p.m., New York City time, on the Expiration Date, but on no more than ten separate occasions, the Warrantholder shall be entitled to exercise, in accordance with this ‎Article 3, the full Number of Warrants (which may include fractional Warrants) or any portion thereof (which shall not include any fractional Warrants); provided, however, that no Warrant may be exercised during any period commencing on, and including, the third Bus iness Day immediately following the date that a dividend is declared by the Company on the Common Stock and ending on, and including, the earlier of (x) the payment date for such dividend and (y) the twenty-first calendar day immediately following the relevant declaration date for such dividend.  Any Warrants not exercised prior to such time shall expire unexercised.

Section 3.02.  Procedure for Exercise.  (a) To exercise a Warrant, the Warrantholder must deliver a duly completed and executed Exercise Notice to the Seller.

(b)The date on which the Warrantholder complies with the requirements for exercise set forth in this ‎Section 3.02 in respect of a Warrant is the “Exercise Date” for such Warrant.  However, if such date is not a Trading Day or the Warrantholder satisfies such requirements after the Close of Business on a Trading Day, then the Exercise Date shall be the immediately succeeding Trading Day.

Section 3.03.  Settlement of Warrants.  (a) For each Warrant exercised hereunder, (i) prior to 11:00 a.m., New York City time, on the Settlement Date for such Warrant, the Warrantholder shall pay the Exercise Price (determined as of such Exercise Date) by federal wire or other immediately available funds payable to the order of the Seller and notified to the Warrantholder in accordance with ‎Section 8.02, and (ii) on the Settlement Date, following receipt by the Seller of such Exercise Price, the Seller shall cause to be delivered to the Warrantholder one ADS (the “Full Physical Share Amount 221;), together with Cash in respect of any fractional ADS as provided in ‎Section 3.05.

Section 3.04.  Delivery of ADSs.  (a) In connection with the delivery of ADSs to the Warrantholder pursuant to ‎Section 3.03 upon exercise of any Warrants, the Seller shall:

(i)deliver to or upon the order of the Warrantholder a certificate or certificates, in each case with the legends set forth on Exhibit B, for the number of ADSs to which the Warrantholder is entitled, registered in the name of the Warrantholder;

6

(ii)deliver Cash to the Warrantholder in respect of any fractional ADSs, as provided in ‎Section 3.05; and

(iii)if the Number of Warrants shall not have been exercised in full, notify the Warrantholder of the new Number of Warrants represented by this Warrant Agreement.

(b)The Purchaser shall for all purposes be deemed to have become the holder of record of any ADSs delivered upon exercise of the Warrants represented by this Warrant Agreement as of the Close of Business on the later of the Exercise Date and the date of payment by the Warrantholder of the Exercise Price in accordance with ‎Section 3.03.  However, if any such date is a date when the ADS transfer books of the Depositary are closed, the Warrantholder shall be deemed to have become the holder of such ADSs at the Close of Business on the next succeeding date on which the ADS transfer books of the Depositary are open.

Section 3.05.  No Fractional ADSs to Be Delivered.(a) Notwithstanding anything to the contrary in this Warrant Agreement, the Seller shall not be required to deliver any fraction of an ADS upon exercise of any Warrants.

(b)If any fraction of a Warrant shall be exercised hereunder, the Seller shall pay the Warrantholder Cash in lieu of the corresponding fraction of an ADS valued at the Closing Sale Price on the Exercise Date.  However, if more than one Warrant shall be exercised hereunder at one time by the Warrantholder, the number of full ADSs which shall be deliverable upon exercise thereof shall be computed on the basis of all Warrants (including any fractional Warrants) so exercised.  If any fraction of an ADS would, except for the provisions of this ‎Section 3.05, be deliverable on the exercise of any Warrant or Warrants (including any fractional Warrants), the Seller shall pay the Warrantholder Cash in lieu of such fractional ADS valued at the Closing Sale Price on the Exercise Date.  For purposes of this ‎Section 3.05(b) only, the “Closing Sale Price” shall be determined without regard to clause (B) in the definition thereof.

(c)The Warrantholder hereby expressly waives its right to receive any fraction of an ADS or a receipt representing a fraction of an ADS.

Section 3.06.  Calculations Determined by Seller.The Seller shall be responsible for performing all calculations required in connection with the exercise and settlement of the Warrants and the payment or delivery, as the case may be, of Cash and/or ADSs as described in this ‎Article 3.  In connection therewith, the Seller shall provide prompt written notice to the Warrantholder of the amount of Cash and the number of ADSs payable or deliverable, as the case may be, upon exercise and settlement of the Warrants and, if the Number of Warrants shall not have been exercised in full, the remaining N umber of Warrants represented by this Warrant Agreement.

7

ARTICLE 4

Adjustments

Section 4.01.  Adjustments to Exercise Price.  The Exercise Price for the Warrants shall be subject to adjustment (without duplication) upon the occurrence of any of the following events:

(a)The issuance of Common Stock as a dividend or distribution to all holders of Common Stock, or a subdivision or combination of Common Stock, in which event the Exercise Price shall be adjusted based on the following formula:

where:

EP0 = the Exercise Price in effect immediately prior to the Close of Business on the Record Date for such dividend or distribution, or immediately prior to the Open of Business on the effective date for such subdivision or combination, as the case may be;

EP1 = the Exercise Price in effect immediately after the Close of Business on the Record Date for such dividend or distribution, or immediately after the Open of Business on the effective date for such subdivision or combination, as the case may be;

OS0 = the number of shares of Common Stock outstanding immediately prior to the Close of Business on the Record Date for such dividend or distribution, or immediately prior to the Open of Business on the effective date for such subdivision or combination, as the case may be;

OS1 = the number of shares of Common Stock that would be outstanding immediately after, and solely as a result of, such dividend, distribution, subdivision or combination;

ADS0 = the number of shares of Common Stock represented by an ADS immediately prior to the Close of Business on the Record Date for such dividend or distribution, or immediately prior to the Open of Business on the effective date for such subdivision or combination, as the case may be; and

8

ADS1 = the number of shares of Common Stock represented by an ADS immediately after giving effect to such dividend, distribution, subdivision or combination, as the case may be.

Such adjustment shall become effective immediately after the Close of Business on the Record Date for such dividend or distribution, or immediately after the Open of Business on the effective date for such subdivision or combination, as the case may be. If any dividend or distribution of the type described in this ‎Section 4.01(a) is declared but not so paid or made, the Exercise Price shall again be adjusted to the Exercise Price that would then be in effect if such dividend or distribution had not been declared or announced, as the case may be.

(b)The issuance to all holders of Common Stock of rights or warrants entitling them for a period expiring 60 days or less from the date of issuance of such rights or warrants to purchase shares of Common Stock (or securities convertible into Common Stock) at less than (or having a conversion price per share less than) the Current Market Price of Common Stock, in which event the Exercise Price will be adjusted based on the following formula:

where:

EP0 = the Exercise Price in effect immediately prior to the Close of Business on the Record Date for such issuance;

EP1 = the Exercise Price in effect immediately after the Close of Business on the Record Date for such issuance;

OS0 = the number of shares of Common Stock outstanding immediately prior to the Close of Business on the Record Date for such issuance;

X = the total number of shares of Common Stock issuable pursuant to such rights, warrants or convertible securities; and

Y = the aggregate price payable to exercise such rights, warrants or convertible securities divided by the Current Market Price.

9

Such adjustment shall become effective immediately after the Close of Business on the Record Date for such issuance.  In the event that the issuance of such rights, warrants or convertible securities is announced but such rights, warrants or convertible securities are not so issued, the Exercise Price shall again be adjusted to be the Exercise Price that would then be in effect if the Record Date for such issuance had not occurred.  To the extent that such rights or warrants are not exercised prior to their expiration or shares of Common Stock are otherwise not delivered pursuant to such rights, warrants or convertible securities, upon the expiration, termination or maturity of such rights, warrants or convertible securities, the Exercise Price shall be readjusted to the Exercise Price that would then be in ef fect had the adjustments made upon the issuance of such rights, warrants or convertible securities been made on the basis of the delivery of only the number of shares of Common Stock actually delivered.  In determining the aggregate price payable for such shares of Common Stock, there shall be taken into account any consideration received for such rights or warrants, as well as any consideration received in connection with the conversion of any convertible securities issued upon exercise of such rights or warrants, and the value of such consideration, if other than Cash, shall be determined in good faith by the Board of Directors.

(c)Dividends or other distributions consisting exclusively of Cash to all holders of Common Stock, other than cash dividend(s) with a record date occurring during the term of this Warrant Agreement that do not, in the aggregate exceed $2.75 per share (the “Dividend Threshold”), in which event the Exercise Price will be adjusted based on the following formula:

EP1 =  EP0 –  C

where:

EP0 = the Exercise Price in effect immediately prior to the Close of Business on the Record Date for such dividend or distribution;

EP1 = the Exercise Price in effect immediately after the Close of Business on the Record Date for such dividend or distribution; and

C = the aggregate amount in Cash per share that the Issuer distributes to holders of Common Stock in excess of the Dividend Threshold.

The Dividend Threshold shall be subject to adjustment in a manner proportional to, and at the same time as, adjustments to the Exercise Price;

10

provided that no adjustment shall be made to the Dividend Threshold for any adjustment to the Exercise Price pursuant to this clause ‎(c).

Such adjustment shall become effective immediately after the Close of Business on the Record Date for such dividend or distribution.  In the event that such dividend or distribution is declared or announced but is not so paid or made, the Exercise Price shall again be adjusted to be the Exercise Price which would then be in effect if such dividend or distribution had not been declared or announced.  For the avoidance of doubt, in no event shall the Exercise Price be reduced to less than zero pursuant to this Section 4.01(c).

(d)The Issuer or one or more subsidiaries of the Issuer make purchases of Common Stock pursuant to a tender offer or exchange offer by the Issuer or a subsidiary of the Issuer for the Common Stock, to the extent that the Cash and value of any other consideration included in the payment per share of Common Stock validly tendered or exchanged exceeds the average Closing Sale Prices of an ADS over the 10 consecutive Trading Day period commencing on, and including, the Trading Day next succeeding the last date on which tenders or exchanges may be made pursuant to such tender or exchange offer (the “Offer Expiration Date”), in whic h event the Exercise Price will be adjusted based on the following formula:

where:

EP0 = the Exercise Price in effect immediately prior to the Close of Business on the 10th Trading Day immediately following, and including, the Trading Day next succeeding the Offer Expiration Date;

EP1 = the Exercise Price in effect immediately after the Close of Business on the 10th Trading Day immediately following, and including, the Trading Day next succeeding the Offer Expiration Date;

FMV = the fair market value (as determined by the Board of Directors), on the Offer Expiration Date, of the aggregate value of all Cash and any other consideration paid or payable for shares of Common Stock validly tendered or exchanged and not withdrawn as of the Offer Expiration Date (the “Purchased Shares”);

11

OS1 = the number of shares of Common Stock outstanding as of the last time tenders or exchanges may be made pursuant to such tender or exchange offer (the “Offer Expiration Time”) less any Purchased Shares;

OS0 = the number of shares of Common Stock outstanding as of the Offer Expiration Time, including any Purchased Shares; and

SP1 = the average of the Closing Sale Prices of an ADS over the 10 consecutive Trading Day period commencing on, and including, the Trading Day next succeeding the Offer Expiration Date.

An adjustment, if any, to the Exercise Price pursuant to this clause ‎(d) shall be made immediately after the Close of Business on the 10th Trading Day immediately following, and including, the Trading Day next succeeding the Offer Expiration Date, but shall be given effect immediately after the Close of Business on the Offer Expiration Date.  To the extent that the Exercise Date for any Warrant occurs during the 10 consecutive Trading Day period commencing on, and including, the Trading Day next succeeding the Offer Expiration Date, the Settlement Date for such Warrants shall be postponed to the 10th Trading Day immediately following, and including, the Trading Day next succeeding the Offer Expiration Date.  In the event that the Issuer or a subsidiary of the Issuer is obligated to purchase shares of Common Stock pursuant to any such tender offer or exchange offer, but the Issuer or such subsidiary is permanently prevented by applicable law from effecting any such purchases, or all such purchases are rescinded, then the Exercise Price shall again be adjusted to be the Exercise Price which would then be in effect if such tender offer or exchange offer had not been made.  Except as set forth in the preceding sentence, if the application of this clause ‎(d) to any tender offer or exchange offer would result in an increase in the Exercise Price, no adjustment shall be made for such tender offer or exchange offer under this clause ‎(d).

(e)Whenever any provision of this Warrant Agreement requires the Seller to calculate the Current Market Price, the Closing Sale Price, the Exercise Price or any other variable set forth herein over a span of multiple days, the Seller’s Board of Directors will make appropriate adjustments to account for any adjustment to the Exercise Price that becomes effective, or any event requiring an adjustment to the Exercise Price where the Record Date of the event occurs, at any time during the period when the Current Market Price, the Closing Sale Price, the Exercise Price or any other variable set forth herein are to be calculated.

(f)In the event of (i) any subdivision or split of the outstanding ADSs, (ii) any distribution of additional ADSs to holders of ADSs, or (iii) any

12

combination of the outstanding ADSs into a smaller number of ADSs, the Seller shall adjust the Exercise Price (and shall make a corresponding adjustment to the Number of Warrants) in effect immediately before the event triggering the adjustment so that the Warrantholder will be entitled to receive, upon exercise of the Warrants issued hereunder, the number of ADSs that the Warrantholder would have been entitled to receive upon exercise immediately following this event had the Warrants issued hereunder been exercised for the underlying ADS immediately before this event or any record date with respect to it.

(g)If the Common Stock ceases to be represented by American Depositary Receipts issued under a depositary receipt program sponsored by the Issuer, or the ADSs cease to be listed on the New York Stock Exchange (and are not at that time listed on another United States national securities exchange), all references in this Warrant Agreement to the ADSs relative to the terms of the Warrants shall be deemed to have been replaced by a reference to the number of shares of Common Stock represented by an ADS on the date the Common Stock ceases to be represented by American Depositary Receipts issued under a depositary receipt program sponsored by the Issuer or on the last day on which the ADSs were trad ed on the New York Stock Exchange (or another United States national securities exchange), as the case may be, as adjusted, pursuant to the adjustment provisions of this Warrant Agreement, for any other property the ADSs represented as if the other property had been distributed to holders of the ADSs on that day.

Section 4.02.  Adjustments to Number of Warrants.  Concurrently with any adjustment to the Exercise Price under ‎Section 4.01, the Number of Warrants shall be adjusted such that the Number of Warrants in effect immediately following the effectiveness of such adjustment will be equal to the Number of Warrants in effect immediately prior to such adjustment, multiplied by a fraction, (i) the numerator of which is the Exercise Price in effect immediately prior to such adjustment and (ii) the denominator of which is the Exercise Price in effect immediately following such adjustment.

Section 4.03.  Certain Distributions of Rights and Warrants.  (a) Rights or warrants distributed by the Issuer to all holders of Common Stock entitling the holders thereof to subscribe for or purchase shares of the Issuer’s Common Stock (or securities convertible into Common Stock) (either initially or under certain circumstances), which rights or warrants, until the occurrence of a specified event or events (a “Trigger Event”):

(i)are deemed to be transferred with such shares of Common Stock;

(ii)are not exercisable; and

13

(iii)are also issued in respect of future issuances of Common Stock,

shall be deemed not to have been distributed for purposes of ‎Article 4 (and no adjustment to the Exercise Price or the Number of Warrants under this ‎Article 4 will be made) until the occurrence of the earliest Trigger Event, whereupon such rights and warrants shall be deemed to have been distributed and an appropriate adjustment (if any is required) to the Exercise Price and the Number of Warrants shall be made under this ‎Article 4.

(b)In addition, in the event of any distribution (or deemed distribution) of rights or warrants, or any Trigger Event with respect thereto that was counted for purposes of calculating a distribution amount for which an adjustment to the Exercise Price and the Number of Warrants under ‎Article 4 was made:

(i)in the case of any such rights or warrants that shall all have been redeemed or repurchased without exercise by the holders thereof, the Exercise Price and the Number of Warrants shall be readjusted upon such final redemption or repurchase to give effect to such distribution or Trigger Event, as the case may be, as though it were a Cash distribution, equal to the per share redemption or repurchase price received by a holder or holders of Common Stock with respect to such rights or warrants (assuming such holder had retained such rights or warrants), made to all holders of Common Stock as of the date of such redemption or repurchase; and

(ii)in the case of such rights or warrants that shall have expired or been terminated without exercise by the holders thereof, the Exercise Price and the Number of Warrants shall be readjusted as if such rights and warrants had not been issued.

Section 4.04.  Restrictions on Adjustments.  (a) Except in accordance with ‎Section 4.01 and ‎Section 4.02, the Exercise Price and the Number of Warrants will not be adjusted for the issuance of Common Stock or ADSs or any securities convertible into or exchangeable for Common Stock or ADSs or carrying the right to purchase any of the foregoing.

(b)Neither the Exercise Price nor the Number of Warrants will be adjusted:

(i)upon the issuance of any shares of Common Stock or ADSs pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on the Issuer’s securities and the investment of additional optional amounts in shares of Common Stock or ADSs under any plan;

14

(ii)upon the issuance of any shares of Common Stock or ADSs or options or rights or rights to purchase such Common Stock or ADSs pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Issuer or any of its subsidiaries;

(iii)upon the issuance of any shares of Common Stock or ADSs pursuant to any option, warrant, right or exercisable, exchangeable or convertible security outstanding as of the date hereof;

(iv)for a change in the par value of the Common Stock; or

(v)for accumulated and unpaid dividends on the Common Stock or ADSs.

(c)No adjustment shall be made to the Exercise Price or the Number of Warrants for any of the transactions described in ‎Section 4.01 (other than a subdivision or combination of the Common Stock) if the Seller makes provisions for the Warrantholder to participate in any such transaction on a basis and with notice that the Board of Directors determines in good faith to be fair and appropriate.

(d)No adjustment shall be made to the Exercise Price, nor will any corresponding adjustment be made to the Number of Warrants, unless the adjustment would result in a change of at least 1% of the Exercise Price.

(e)If the Issuer takes a record of the holders of Common Stock for the purpose of entitling them to receive a dividend or other distribution, and thereafter (and before the dividend or distribution has been paid or delivered to stockholders) legally abandons its plan to pay or deliver such dividend or distribution, then thereafter no adjustment to the Exercise Price or the Number of Warrants then in effect shall be required by reason of the taking of such record.

Section 4.05.  Deferral of Adjustments.  In any case in which ‎Section 4.01 provides that an adjustment shall become effective immediately (a) after a Record Date for an event, (b) after the effective date (in the case of a subdivision or combination of the Common Stock) or (c) at the Close of Business on the Offer Expiration Date for any tender or exchange offer pursuant to ‎Section 4.01(d) (each a “Determination Date”), the Seller may elect to defer, until the later of the date the adjustment t o the Exercise Price and the Number of Warrants can be definitively determined and the occurrence of the applicable Adjustment Event (as hereinafter defined), (i) delivering to the Warrantholder in respect of any Warrant exercised after such Determination Date and before the occurrence of such Adjustment Event, the additional ADSs or other securities or assets deliverable upon such exercise by reason of the adjustment required by such Adjustment Event over and above the ADSs deliverable upon such exercise before giving

15

effect to such adjustment and (ii) paying to the Warrantholder any amount in Cash in lieu of any fractional ADS pursuant to ‎Section 3.05.  For the purposes of this ‎Section 4.05, the term “Adjustment Event” shall mean (A) in any case referred to in clause ‎(a) or clause ‎(b) hereof, the occurrence of such event and (B) in any case referred to in clause ‎(c) hereof, the date a sale or exchange of Common Stock pu rsuant to such tender or exchange offer is consummated and becomes irrevocable.

Section 4.06.  Recapitalizations, Reclassifications and Other Changes.(a) If any of the following events occur:

(i)any recapitalization;

(ii)any reclassification or change of the outstanding shares of Common Stock (other than changes resulting from a subdivision or combination to which ‎Section 4.01(a) applies);

(iii)any consolidation, merger or combination involving the Issuer;

(iv)any sale or conveyance to a third party of all or substantially all of the Issuer’s assets; or

(v)any statutory share exchange,

(each such event a “Reorganization Event”), in each case as a result of which the Common Stock would be converted into, or exchanged for, stock, other securities, other property or assets (including cash or any combination thereof) (the “Reference Property”), then, following the effective time of the transaction, the right to receive ADSs upon exercise of a Warrant shall be changed to a right to receive, upon exercise of such Warrant, the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that a holder of one ADS would have owned or been entitled to receive in connection with such Reorganization Event (such kind and amount of Ref erence Property per share of Common Stock, a “Unit of Reference Property”).  In the event holders of the ADSs have the opportunity to elect the form of consideration to be received in a Reorganization Event, the type and amount of consideration into which the Warrants shall be exercisable from and after the effective time of such Reorganization Event shall be deemed to be the weighted average of the types and amounts of consideration received by the holders of the ADSs in such Reorganization Event.

(b)At any time from, and including, the effective time of a Reorganization Event:

16

(i)the Full Physical Share Amount per Warrant shall be equal to a single Unit of Reference Property;

(ii)the Seller shall pay Cash in lieu of delivering any fraction of a Unit of Reference Property or any fractional Warrant in accordance with ‎Section 3.05 based on the Unit Value as of the Exercise Date; and

(iii)the Closing Sale Price and the Current Market Price shall be calculated with respect to a Unit of Reference Property.

(c)The value of a Unit of Reference Property (the “Unit Value”) shall be determined as follows:

(i)any shares of common stock of the successor or purchasing corporation or any other corporation that are traded on a national or regional stock exchange included in such Unit of Reference Property shall be valued as if such shares were an “ADS” using procedures set forth in the definition of “Closing Sale Price” in ‎Section 1.01;

(ii)any other property (other than Cash) included in such Unit of Reference Property shall be valued in good faith by the Board of Directors or by a New York Stock Exchange member firm selected by the Board of Directors; and

(iii)any Cash included in such Unit of Reference Property shall be valued at the amount thereof.

(d)The above provisions of this ‎Section 4.06 shall similarly apply to successive Reorganization Events.

(e)If this ‎Section 4.06 applies to any event or occurrence, no other provision of this ‎Article 4 shall apply to such event or occurrence.

Section 4.07.  Common Stock Outstanding.  For the purposes of this ‎Article 4, the number of shares of Common Stock at any time outstanding shall not include shares held, directly or indirectly, by the Issuer, but shall include shares issuable in respect of scrip certificates issued in lieu of fractions of shares of Common Stock.

Section 4.08.  Seller’s Determinations Final.  The Seller shall be responsible for making all calculations called for under this Warrant Agreement. These calculations include, but are not limited to, the Exercise Date, the Current Market Price, the Closing Sale Price, the Exercise Price, the Number of Warrants and the number of ADSs or Units of Reference Property, if any, to be delivered upon exercise of any Warrants. The Seller shall make the foregoing calculations

17

in good faith and, absent manifest error, the Seller’s calculations shall be final and binding on the Warrantholder.

Section 4.09.  Notice of Adjustments.  Whenever the Exercise Price or the Number of Warrants is adjusted pursuant to this ‎Article 4, the Seller shall promptly mail to the Warrantholder a notice of the adjustment.

ARTICLE 5

Other Provisions Relating to Rights of Warrantholder

Section 5.01.  No Rights as Stockholders.  The Warrantholder shall not be entitled, by virtue of holding Warrants, to vote, to consent, to receive dividends, to receive notice as a stockholder with respect to any meeting of stockholders for the election of the Issuer’s directors or any other matter, or to exercise any rights whatsoever as the Issuer’s stockholder unless, until and only to the extent the Warrantholder becomes a holder of record of ADSs.

Section 5.02.  Amendments.  No amendment, modification or waiver in respect of this Warrant Agreement will be effective unless in writing (including a writing evidenced by a facsimile transmission) and executed by each of the parties or confirmed by an exchange of telexes or electronic messages on an electronic messaging system.

ARTICLE 6

Representations, Warranties and Covenants of the Seller

The Seller hereby represents and warrants to the Purchaser that:

Section 6.01.  Organization and Existence.  The Seller is a corporation (sociedad anónima) duly organized and validly existing under the laws of the Kingdom of Spain.

Section 6.02.  Authorization.  The execution, delivery and performance by the Seller of this Warrant Agreement and the consummation by the Seller of the transactions contemplated hereby are within the powers of the Seller and have been duly authorized by all necessary action on the part of the Seller.  This Warrant Agreement constitutes the valid and binding agreement of the Seller, enforceable against the Seller in accordance with its terms.

Section 6.03.  Governmental and Court Authorization.  The execution, delivery and performance by the Seller of this Warrant Agreement and the consummation by the Seller of the transactions contemplated hereby require no

18

action by, or in respect of, or consent, approval or authorization of, or filing, registration or qualification with, any Governmental Body.

Section 6.04.  Non-contravention.  The execution, delivery and performance by the Seller of this Warrant Agreement do not and shall not (i) contravene or conflict with the articles of incorporation, bylaws or other organizational document binding on the Seller, (ii) contravene or conflict with or constitute a violation of any Applicable Law binding upon or applicable to the Seller or (iii) require any consent, approval or other action by any Person or constitute a default under or give rise to any right of termination, cancellation or acceleration of any right or obligation of the Seller or to a loss of any benefit to which the Seller is entitled under any agreement, contract, indenture, lease or other instrument binding upon the Seller or any license, franchise, permit or other similar authorization held by the Seller.

Section 6.05.  Title to the ADSs.  The Seller has valid title to the ADSs to be delivered upon exercise of the Number of Warrants under this Warrant Agreement, or to shares of Common Stock sufficient to allow the issuance, upon deposit with the Depositary, of such ADSs, free and clear of all security interests, claims, liens, equities or other encumbrances.

Section 6.06. Execution of Agreement not prompted by MNPI. The execution of this Warrant Agreement by the Seller is not prompted by any material information concerning the Issuer or any of its subsidiaries that has not been submitted to or is not on file with the SEC.

Section 6.07. No MNPI. The Seller has no knowledge of any material fact or information concerning the Issuer, or the operations, assets, condition, financial or otherwise, or prospects of the Issuer which is required under applicable law to be made generally available to the public and which has not been, or is not being, or will not be, made generally available to the public through information that has been submitted to or is on file with the SEC.

ARTICLE 7

Representations and Warranties of The Purchaser

Section 7.01.  Private Placement.  The Purchaser hereby represents and warrants to and agrees with the Seller that:

(a)Neither the offer and sale of the Warrants nor the offer (or, upon exercise of the Warrants, any delivery) of the ADSs underlying the Warrants has been registered under the Securities Act and the ADSs (if any) delivered upon exercise of the Warrants may not be offered, sold, pledged or otherwise transferred except (a) (1) pursuant to a transaction that in the opinion of counsel

19

reasonably satisfactory to the Seller is exempt from registration under the Securities Act pursuant to Rule 144 thereunder or (2) pursuant to an effective registration statement under the Securities Act and (b) in accordance with all applicable securities laws of the states of the United States.  In addition, the Common Stock underlying any ADSs that may be issued upon exercise of the Warrants may be offered and sold in an offshore transaction complying with Rule 903 or Rule 904 of Regulation S under the Securities Act;

(b)It is a “qualified institutional buyer” as defined in Rule 144A (a “QIB”) under the Securities Act;

(c)It is acquiring the Warrants and the ADSs (if any) delivered upon exercise of the Warrants for its own account or for one or more accounts (each of which is a QIB and as to each of which it exercises sole investment discretion and for each of which it has full power to make the acknowledgments, representations and agreements herein) and not with a view to, or for sale in connection with, any public resale or distribution thereof;

(d)It understands that no offering circular or prospectus will be provided or prepared in connection with the offer and sale of the Warrants or the offer (or, upon exercise of the Warrants, any delivery) of the ADSs underlying the Warrants;

(e)It has conducted its own investigation of the Warrants, the ADSs underlying the Warrants, the Issuer and the Seller and neither the Seller nor the Issuer has made any representation to it, express or implied, with respect to the Warrants, the ADSs underlying the Warrants, the Issuer or the Seller.  It has received and reviewed all financial and other information that it believes is necessary or appropriate in connection with its decision to purchase the Warrants and the ADSs (if any) delivered upon exercise of the Warrants;

(f)It represents that it has such knowledge and experience in financial and business matters (including investments in unregistered equity securities of non-U.S. issuers) as to enable it to evaluate the merits and risk of its investment in the Warrants and the ADSs underlying the Warrants and that it and any accounts for which it is acting is able to bear the economic risk of investing in and holding such Warrants and the ADSs underlying the Warrants;

(g)It understands that the Warrants and the ADSs underlying the Warrants are being offered in a transaction not involving any public offering in the United States within the meaning of the Securities Act; and

(h)It understands that no representation is being made as to the availability of Rule 144 or any other exemption under the Securities Act for the

20

reoffer, resale, pledge or transfer of the ADSs (if any) delivered upon exercise of the Warrants.

Section 7.02.  Organization and Existence.  The Purchaser hereby represents and warrants that it is a Delaware limited partnership duly organized, validly existing and in good standing under the laws of Delaware.

Section 7.03. Authorization.  The Purchaser hereby represents and warrants that the execution, delivery and performance by the Purchaser of this Warrant Agreement and the consummation by the Purchaser of the transactions contemplated hereby are within its powers and have been duly authorized by all necessary action on its part.  This Warrant Agreement constitutes a valid and binding agreement enforceable against the Purchaser in accordance with its terms.

Section 7.04. Governmental and Court Authorization.  The Purchaser hereby represents and warrants that the execution, delivery and performance by the Purchaser of this Warrant Agreement and the consummation by the Purchaser of the transactions contemplated hereby require no action by, or in respect of, or consent, approval or authorization of, or filing, registration or qualification with, any Governmental Body.

Section 7.05.  Non-contravention.  The Purchaser hereby represents and warrants that the execution, delivery and performance by the Purchaser of this Warrant Agreement do not and shall not (i) contravene or conflict with the articles of incorporation, bylaws or other organizational document binding on the Purchaser, (ii) contravene or conflict with or constitute a violation of any Applicable Law binding upon or applicable to the Purchaser or (iii) require any consent, approval or other action by any Person or constitute a default under or give rise to any right of termination, cancellation or acceleration of any right or obligation of the Purchaser or to a loss of any benefit to which the Purchaser is enti tled under any agreement, contract, indenture, lease or other instrument binding upon the Purchaser or any license, franchise, permit or other similar authorization held by the Purchaser.

Section 7.06.  Limitations on Hedging.  Purchaser agrees that it shall not hedge its exposure under this Warrant Agreement (including, without limitation, by short selling ADSs, short selling Common Stock or through cash-settled derivatives) except in compliance with the Securities Act.

21

ARTICLE 8

Other Matters

Section 8.01.  Payment of Certain Taxes.  (a) The Seller shall pay any and all documentary, stamp or similar issue or transfer taxes that may be payable upon the initial issuance of the Warrants hereunder.

(b)The Seller shall pay any and all documentary, stamp or similar issue or transfer taxes that may be payable upon the delivery of ADSs upon the exercise of Warrants hereunder and the transfer of American Depositary Receipts in respect thereof in the respective names of, or in such names as may be directed by, the exercising Warrantholder.

Section 8.02.  Notices.  All notices, requests and other communications to any party hereunder shall be in writing (including facsimile transmission) and shall be given:

if to the Seller, to:

Repsol YPF S.A.

Paseo de la Castellana 278-280

28046 Madrid (Spain)

Att: Corporate Director Finance

Facsimile No.: + 34 90 255 51 34

with copies (which shall not constitute notice) to:

Repsol YPF S.A.

Paseo de la Castellana 278-280

28046 Madrid (Spain)

Att: Corporate Director Legal Services

Facsimile No.: + 34 91 348 40 86

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, NY 10017

Att:  Nicholas A. Kronfeld

Facsimile No.: + 1 (212) 450-5950

if to the Purchaser or Warrantholder, to:

Eton Park Capital Management, L.P.

399 Park Ave., 10th Floor

New York, NY 10022

Attn:   Marcy Engel, Chief Operating Officer and

General Counsel

22

            Ricardo Salmon, Senior Managing Director

Facsimile No.: + 1 (646) 521-6360

with copies (which shall not constitute notice) to:

Shearman & Sterling LLP

599 Lexington Ave

New York, NY 10022

Attn:  Robert Treuhold, Esq.

or such other address or facsimile number as such party may hereafter specify for the purpose by notice to the other party hereto.  All such notices, requests and other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to 5:00 p.m. in the place of receipt and such day is a Business Day in the place of receipt.  Otherwise, any such notice, request or communication shall be deemed not to have been received until the next succeeding Business Day in the place of receipt.

Section 8.03.  Assignment of ADS Delivery to Affiliates. Seller has the right to assign any or all of its rights and obligations under this Warrant Agreement to deliver ADSs (or other property), together with Cash in respect of any fractional ADS as provided in ‎Section 3.05, to any of its affiliates; provided that Seller shall be discharged of its obligations to Holder only to the extent of such affiliate’s performance of its obligations hereunder.  In connection with any transfer or assignment pursuant to the immediately preceding sentence, the Seller shall give the Purchaser prompt written notice of such transfer or assignmen t, the number of ADSs (or other property), together with Cash in respect of any fractional ADSs as provided in ‎Section 3.05, and the identity of the relevant assignee.

Section 8.04. Governing Law.  This Warrant Agreement shall be construed in accordance with and governed by the internal law of the State of New York, without regard to the conflicts of law rules of such state.

Section 8.05.  Jurisdiction.  Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Warrant Agreement or the transactions contemplated hereby may be brought against any of the parties in any United States District Court for the Southern District of New York or any New York State court sitting in New York City, so long as one of such courts shall have subject matter jurisdiction over such suit, action or proceeding, and that any cause of action arising out of this Warrant Agreement shall be deemed to have arisen from a transaction of business in the State of New York, and each of the parties hereby irrevocably consents to the

23

jurisdiction of such courts (and of the appropriate appellate courts) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection it may now have or hereafter have to venue laid therein or that any such suit, action or proceeding which is brought in such court has been brought in an inconvenient forum.  Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court.  Without limiting the foregoing, each party agrees that service of process on such party as provided in ‎Section 8.02 shall be deemed effective service of process on such party.

Section 8.06.  WAIVER OF JURY TRIAL.  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS WARRANT AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 8.07.  Entire Agreement; Third-Party Beneficiaries.  This Warrant Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings and negotiations, both written and oral, between the parties with respect to the subject matter of this Warrant Agreement.  No representation, inducement, promise, understanding, condition or warranty not set forth herein has been made or relied upon by any party hereto.  Neither this Warrant Agreement nor any provision hereof is intended to confer upon any Person other than the parties hereto any rights or remedies hereunder.

Section 8.08.  Captions.  The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof.

Section 8.09.  Counterparts; Effectiveness.  This Warrant Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.  This Agreement shall become effective when each party hereto shall have received a counterpart hereof signed by the other party hereto.

Section 8.10.  Severability.  If any term, provision, covenant or restriction of this Warrant Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Warrant Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.  Upon such a determination, the parties shall negotiate in good faith to modify this Warrant Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner so that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

24

Section 8.11.  Publicity.  No public release or announcement concerning the transactions contemplated hereby shall be issued by any party without the prior consent of the other parties, except to the extent that such party is advised by counsel that such release or announcement is necessary or advisable under applicable law or the rules or regulations of any securities exchange, in which case the party required to make the release or announcement shall to the extent practicable provide the other parties with an opportunity to review and comment on such release or announcement in advance of its issuance.

25

IN WITNESS WHEREOF, this Warrant Agreement has been duly executed by the parties hereto as of the day and year first above written.

Repsol YPF, S.A.
By:	/s/ Fernando Ramírez Mazarredo
	Name: Fernando Ramírez Mazarredo
	Title: Chief Financial Officer

Eton Park Fund, L.P.,
	as Purchaser and Warrantholder

By: Eton Park Capital Management, L.P., 

	its Investment Manager
By:	/s/ Marcy Engel
	Name: Marcy Engel
	Title: Chief Operating Officer & General Counsel Eton Park Capital Management, L.P.

26

EXHIBIT A

[FORM OF EXERCISE NOTICE]

Repsol YPF S.A.

Paseo de la Castellana 278-280

28046 Madrid (Spain)

Att: Corporate Director Finance

The undersigned (the “Warrantholder”) hereby irrevocably exercises ______________ Warrants (the “Exercised Warrants”).

The Warrantholder hereby confirms that it will, prior to 11:00 a.m., New York City time, on the Settlement Date, pay an amount equal to the Exercise Price (determined as of the relevant Exercise Date), multiplied by the number of Exercised Warrants, by federal wire or other immediately available funds payable to the order of the Seller to the account maintained by the Seller and notified to the Warrantholder as required under ‎Section 3.03 of the Warrant Agreement.

The Warrantholder hereby directs the Seller to deliver the Full Physical Share Amount for each of the Exercised Warrants as follows:

____________________________________________________________.

Date:	Eton Park Fund, L.P.
	By:
		Authorized Signature
		Address:
		Telephone:

A-1

EXHIBIT B

FORM OF RESTRICTIVE LEGEND FOR ADSs

THE ADSs EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND SUCH ADSs MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) (1) PURSUANT TO A TRANSACTION THAT IN THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO REPSOL YPF S.A. IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT PURSUANT TO RULE 144 THEREUNDER OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES.  IN ADDITION, THE CLASS D SHARES UNDERLYING THE ADSs EVIDENCED HEREBY MAY BE OFFERED AND SOLD IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECU RITIES ACT.

B-1

EX-99.5

Exhibit 99.5

REGISTRATION RIGHTS AGREEMENT

Registration Rights Agreement (this “Agreement”), dated as of December 22, 2010 among Repsol YPF, S.A., a Spanish company (the “Vendor”) and Eton Park Master Fund, Ltd. (the “Purchaser”).

Whereas, YPF Sociedad Anónima, an Argentine company (the “Company”) has established, with The Bank of New York Mellon, as depositary (the “Depositary”), an American depositary receipt program (such program and any successor or replacement program, the “ADR Program”) pursuant to the Amended and Restated Deposit Agreement dated as of November 13, 2009 among the Company, the Depositary and the holders from time to time of the American depositary shares (“ADSs&# 8221;) issued thereunder (the “ADR Deposit Agreement”);

Whereas, on this date, and simultaneously with the signing of this Agreement, the Vendor and the Purchaser have entered into a Stock Purchase Agreement, pursuant to which the Purchaser will buy from the Vendor 4,166,667 ADSs of the Company (the “Firm ADSs”), each of which represents one Class D Share of the Company, par value 10 pesos per share (a “Share” and, collectively, the “Shares”);

Whereas, the Vendor and the Purchaser have agreed to enter into a Warrant Agreement with respect to 4,166,667 ADSs of the Company (the “Option ADSs” and together with the Firm ADSs, the “Purchased ADSs”), substantially in the form of Exhibit A attached hereto;

Whereas, the Firm ADSs are and the Option ADSs will be represented by American depositary receipts issued by the Depositary and bearing the legend set forth in Section 2.02 of the Stock Purchase Agreement (each a “Restricted ADR”);

Whereas, the Company has unrestricted ADSs, each representing one Share issued under the ADR Deposit Agreement (the “Unrestricted ADRs”) which are listed on the New York Stock Exchange and the Shares are authorized for public offering in Argentina and are listed on the Buenos Aires Stock Exchange;

Whereas, in order to induce the Purchaser to enter into the Stock Purchase Agreement and the Warrant Agreement, the Vendor has agreed to provide the Purchaser with the rights set forth in this Agreement;

Now, Therefore, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

Section 1.  Definitions.  As used in this Agreement, the following terms shall have the following meanings:

“Additional Amounts” shall have the meaning set forth in Section 9(m) hereof.

“ADR Program” shall have the meaning set forth in the introductory clauses hereof.

“Advice” shall have the meaning set forth in Section 4 hereof.

“Affiliate” means, with respect to any specified person, any other person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified person.  For the purposes of this definition, “control” when used with respect to any specified person means the power to direct the management and policies of such person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Authorized Agent” shall have the meaning set forth in Section 9(l) hereof.

“Business Day” means any day that is not a Saturday, a Sunday or a legal holiday on which banking institutions in the State of New York, Madrid or Buenos Aires are not required to be open.

“Capital Stock” means, with respect to any person, any and all shares, interests, participations or other equivalents (however designated) of corporate stock issued by such person, including each class of common stock and preferred stock of such person and any depositary receipts evidencing Capital Stock.

“Company” shall have the meaning set forth in the introductory clauses hereof.

“Delay Period” shall have the meaning set forth in Section 2(d) hereof.

“Depositary” shall have the meaning set forth in the introductory clauses hereof.

“Effectiveness Period” shall have the meaning set forth in Section 2(c) hereof.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.

“FINRA” shall have the meaning set forth in Section 4(i) hereof.

“Interruption Period” shall have the meaning set forth in Section 4 hereof.

“indemnified party” shall have the meaning set forth in Section 6(c) hereof.

“indemnifying party” shall have the meaning set forth in Section 6(c) hereof.

2

“Liquidated Damages Amount” shall mean, as of the relevant date of determination, an amount payable per Registrable Share outstanding equal to the closing New York Stock Exchange price of an ADS as of such date of determination multiplied by the number of days during which a Default has occurred and is continuing multiplied by 0.05, and divided by 365, except that in the case of a Default under Section 7(iii), such amount shall be calculated only with respect to the Registrable Shares as to which such Default has occurred.

“Losses” shall have the meaning set forth in Section 6(a) hereof.

“Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.

“Prospectus” means the prospectus included in any registration statement (including a prospectus that discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A or 430B), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Shares covered by such registration statement and all other amendments and supplements to such prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such prospectus.

“Purchaser” shall have the meaning set forth in the introductory clauses hereof.

“Registrable Shares” means any Purchased ADSs owned by the Purchaser, unless (i) they have been effectively registered under Section 5 of the Securities Act and disposed of pursuant to an effective Registration Statement or (ii) such securities may be freely transferred without registration under the Securities Act (as determined by an opinion (addressed to the Purchaser and the Depositary) of nationally recognized U.S. counsel to the Company, which counsel must also be reasonably satisfactory to the Purchaser).  In addition, the Purchaser’s Purchased ADSs shall cease to constitute Registrable Shares if all of the Purchased ADSs may be sold under Rule 144 during any 90-day period (as dete rmined by an opinion (addressed to the Purchaser and the Depositary) of nationally recognized U.S. counsel to the Company, which counsel must also be reasonably satisfactory to the Purchaser). Registrable Shares shall not include any securities owned by the Company or any of its subsidiaries.

“Default” shall have the meaning set forth in Section 7 hereof.

“Registration Statement” means a registration statement under the Securities Act filed by the Company that registers the transfer of any of the Purchased ADSs pursuant to the provisions of this Agreement, including the related Prospectus, all amendments and supplements to such registration statement, including pre- and post-effective amendments, all exhibits thereto and all material incorporated by reference or deemed to be incorporated by reference in such registration statement.  The term

3

“Registration Statement” shall also include any registration statement filed pursuant to Rule 462(b) to register additional securities in connection with any offering.

“Restricted ADSs” shall have the meaning set forth in the introductory clauses hereof.

“SEC” means the U.S. Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.

“Vendor”shall have the meaning set forth in the introductory clauses hereof.

“underwritten registration” or “underwritten offering” means a registration under the Securities Act in which securities of the Company are sold to an underwriter for reoffering to the public.

“Unrestricted ADSs” shall have the meaning set forth in the introductory clauses hereof.

Section 2.  Mandatory Registration and Effectiveness of Registration Statement and Sales under Registration Statement.  (a) The Vendor shall, in its capacity as a shareholder of the Company, cause the Company to, no later than February 17, 2011 (the “Filing Deadline”), prepare and file with the SEC a Registration Statement covering the Purchased ADSs and underlying Shares, subject to receipt of the necessary information from the Purchaser in accordance with Section 4 hereof and shall ensure that (i) the Registration Statement and any amendment thereto and any Prospectus forming a part thereof and any amendment or supplement thereto comply in all material respects with the Securities Act and the rules and regulations thereunder, (ii) the Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus forming a part of the Registration Statement, and any amendment or supplement to such Prospectus, does not as of its respective date include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

(b)  The Vendor shall, in its capacity as a shareholder of the Company, cause the Company to use commercially reasonable efforts to cause the Registration Statement to be declared effective as promptly as practicable, and in any event no later than (i) 15 days after the Filing Deadline if the staff of the SEC determines not to review the Registration Statement and grants a timely request by the Company for acceleration of the effectiveness of the Registration Statement and (ii) 150 days after the Filing Deadline if the staff of the SEC reviews the Registration Statement or fails to timely approve such request.

4

(c)  Subject to clauses (d) and (e) below and Section 4(a), the Vendor shall, in its capacity as a shareholder of the Company, cause the Company to use commercially reasonable efforts to keep the Registration Statement continuously effective and usable for the resale of the Registrable Shares covered thereby in accordance with the intended method or methods of disposition described therein until such date as (i) there are no Registrable Shares outstanding, or (ii) all of the Registrable Shares covered by such Registration Statement (A) have been sold pursuant to such Registration Statement or (B) may be sold under Rule 144 and the legend set forth in Exhibit C hereto, or any similar legend, has been removed therefrom (such period of continuous ef fectiveness is hereinafter referred to as the “Effectiveness Period”).  The Vendor undertakes to cause such legend to be removed as soon as is legally permitted and reasonably practicable.

(d)  The Company shall be entitled to suspend the use of any effective Registration Statement under this Section 2, for a reasonable period of time, but not in excess of 30 days (a “Delay Period”), if the Board of Directors of the Company or, if applicable, of the Vendor, (i) determines that in such Board of Directors’ reasonable judgment and good faith, the registration and distribution of the Registrable Shares covered or to be covered by such Registration Statement would materially interfere with any pending material financing, acquisition or corporate reorganization or other material corporate development involving the Company or any of its material subsidiaries or affiliates or would requ ire or result in premature disclosure thereof or would interfere with or require premature disclosure of any public offering by the Vendor of the Company’s Shares, and (ii) gives the Purchaser written notice of such determination at least one Business Day in advance of the commencement of such Delay Period to the extent that it is reasonably possible to do so, provided, however, that (i) the aggregate number of days included in all Delay Periods during any consecutive 12 months shall not exceed 60 days and (ii) a period of at least 60 days shall elapse between the termination of any Delay Period and the commencement of the immediately succeeding Delay Period.  The Vendor shall cause the Company not to initiate or continue a Delay Period unless the Company shall (A) concurrently prohibit sales by all other security holders under registration statements covering securities held by such other security holders; and (B) in accordance with the Company’s policies from time to time in effect, if any, forbid purchases and sales in the open market by senior executives of the Company.

(e)  Notwithstanding anything contained in this Agreement, the Company shall be entitled to suspend the use of any effective Registration Statement in connection with any acquisition or similar transaction by the Company or any of its Affiliates that requires the inclusion of separate financial statements and/or pro forma financial statements in the Registration Statement for so long as is reasonably necessary to prepare such statements.

(f)  The Purchaser shall give written notice to the Company and Vendor, informing them of its intention to sell Registrable Shares under the Registration Statement and any resale of Registrable Shares under the Registration Statement shall not commence until at least three Business Days after receipt of such notice by the Company and Vendor. For the purposes of this Section 2(f), such notice of intention to sell shall

5

remain effective until the earlier of (i) receipt by the Purchaser of a notice of a Delay Period pursuant to Section 2(d), (ii) receipt by the Purchaser of a notice of an Interruption Period pursuant to Section 4 and (iii) the commencement of the period described in Section 2(e).

Section 3.  Argentine Registration.  The Vendor shall, in its capacity as a shareholder of the Company, cause the Company to use commercially reasonable efforts to keep the Company’s Shares authorized for public offering with the Argentine Comisión Nacional de Valores and listed with the Buenos Aires Stock Exchange.  The Company will be entitled to require the Purchaser or the underwriter participating in any offering hereunder to suspend such public offering of the Company& #8217;s Shares during a Delay Period; provided that the Vendor shall procure that the conditions set forth in Section 2(d) are met during the period set forth in Section 2(e).

Section 4.  Procedures and Further Agreements.  In connection with the registration obligations set forth in Section 2 hereof (and subject to Section 2) and for so long as there are any Registrable Shares (except as provided for in Section 9(a)), the Vendor shall, in its capacity as a shareholder of the Company, cause the Company to:

(a)   prepare and file with the SEC such amendments (including post-effective amendments) to the Registration Statement, and such supplements to the related Prospectus, as may be required by the rules, regulations or instructions applicable to the Securities Act during the applicable period in accordance with the intended methods of disposition specified by the Purchaser, make generally available earnings statements satisfying the provisions of Section 11(a) of the Securities Act (provided that the Company shall be deemed to have complied with this clause (a) if it has complied with Rule 158 under the Securities Act), and cause the related Prospectus as so supplemented to be filed pursuant to Rule 424 under the Securities Act;

(b)   notify the Purchaser promptly and (if requested in writing) confirm such notice in writing, (i) when any Prospectus supplement or post-effective amendment has been filed, and, with respect to the Registration Statement and any post-effective amendment, when the same has become effective, (ii) of any request by the SEC for amendments or supplements to the Registration Statement or the related Prospectus or for additional information regarding the Purchaser, (iii) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose, (iv) of the receipt by the Company of any notification with respect to the qualification or exemption from qualification of any of the Registrable Shares for sale in any jurisdiction or the initiation of any proceedin g for such purpose of which the Company has received notice, and (v) of the happening of any event that requires the making of any changes in the Registration Statement, Prospectus or documents incorporated or deemed to be incorporated therein

6

by reference so that they will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading;

(c)   use commercially reasonable efforts to prevent the issuance of any order suspending the effectiveness of the Registration Statement or the qualification or exemption from qualification of any Registrable Shares for sale in any jurisdiction in the United States, and to obtain the lifting or withdrawal of any such order at the earliest practicable time;

(d)   if requested in writing by the Purchaser, furnish to the Purchaser, counsel for the Purchaser without charge, one conformed copy of the Registration Statement, as declared effective by the SEC, and of each post-effective amendment thereto, in each case including financial statements and schedules and all exhibits and reports incorporated or deemed to be incorporated therein by reference; and deliver, without charge, such number of copies of the preliminary prospectus, any amended preliminary prospectus, each final Prospectus and any post-effective amendment or supplement thereto, as the Purchaser may reasonably request in order to facilitate the disposition of the Registrable Shares covered by such Registration Statement in conformity with the requirements of the Securities Act, provided that th e Vendor shall have no obligation to cause the Company to provide any document pursuant to this clause (d) that is available on the SEC’s EDGAR system;

(e)   prior to any public offering of Registrable Shares covered by the Registration Statement, use commercially reasonable efforts to register or qualify such Registrable Shares for offer and sale under the securities or Blue Sky laws of such jurisdictions in the United States as the Purchaser shall reasonably request in writing; provided, however, that the Vendor shall in no event be required to cause the Company to qualify generally to do business as a foreign corporation or as a dealer in any jurisdiction where it is not at the time so qualified or to execute or file a general consent to service of process in any such jurisdiction or to take any action that would subject it to general service of process or taxation in any such jurisdiction w here it is not then subject;

(f)   upon the occurrence of any event contemplated by paragraph 4(b)(v) above, prepare a supplement or post-effective amendment to, or an Exchange Act filing incorporated by reference into, the Registration Statement or the related Prospectus or any document incorporated or deemed to be incorporated therein by reference and file any other required document so that, as thereafter delivered (or made available by filing with the SEC) to the purchasers of the Registrable Shares being sold thereunder (including upon the termination of any Delay Period), such Prospectus will not contain an untrue statement of a material fact or omit to state any material fact required

7

to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading;

(g)   use commercially reasonable efforts to maintain the ADR Program until the expiration of this Agreement;

(h)   use commercially reasonable efforts to cause (i) all Shares and Unrestricted ADRs to continue to be listed on The New York Stock Exchange (including seeking to cure in the Company’s listing or inclusion application any deficiencies cited by the exchange or market), and (ii) all Shares to continue to be listed on the Buenos Aires Stock Exchange and any other stock exchange upon which the Company has Shares listed;

(i)   cooperate and assist in any filings required to be made with the Financial Industry Regulatory Authority (“FINRA”);

(j)    include such information regarding the plan of distribution (substantially in the form of Exhibit B attached hereto) of the Registrable Shares in any Registration Statement and Prospectus as the Purchaser may reasonably request;

(k)   cause to be maintained a registrar and transfer agent for all Registrable Shares covered by any Registration Statement; and

(l)   remove the restrictive legend set forth in Exhibit C from the Restricted ADR to the extent required pursuant to Section 4A.

The Company may require the Purchaser to furnish such information, within ten Business Days of any such request, regarding the Purchaser and the Purchaser’s intended method of disposition of such Registrable Shares as it may from time to time reasonably request in writing.  If the Purchaser fails to furnish such information within ten Business Days after receipt of such request, notwithstanding anything to the contrary in this Agreement the Company may withdraw (or refuse to file, if applicable) the Registration Statement.

The Purchaser agrees that, upon receipt by the Purchaser of any notice from the Company of the happening of any event of the kind described in Section 4(b)(ii), 4(b)(iii), 4(b)(iv) or 4(b)(v) hereof, which notice the Vendor shall cause the Company to deliver at least one Business Day in advance of the commencement of an Interruption Period (as defined herein) to the extent that it is reasonably possible to do so, it shall discontinue disposition of any Registrable Shares covered by such Registration Statement or the related Prospectus until receipt of the copies of the supplemented or amended Prospectus contemplated by Section 4(f) hereof, or until the Purchaser is advised in writing (the “Advice”), by the Co mpany that the use of the applicable Prospectus may be resumed, and has received copies of any amended or supplemented Prospectus or any additional or supplemental filings which are incorporated, or deemed to be incorporated,

8

by reference in such Prospectus (such period during which disposition is discontinued being an “Interruption Period”) and, if requested by the Company, the Purchaser shall deliver to the Company all copies then in its possession, other than permanent file copies then in the Purchaser’s possession, of the Prospectus covering such Registrable Shares at the time of receipt of such request.

The Purchaser further agrees not to utilize any material other than the applicable current preliminary prospectus or Prospectus in connection with the offering of such Registrable Shares.

Section 4A.  Restrictive Legend.    The legend set forth in Exhibit C shall be removed from the Restricted ADR upon which it is stamped or the Restricted ADR shall be cancelled and replaced with an Unrestricted ADR credited to the applicable balance account at the Depository Trust Company (“DTC”), to the extent (i) the Purchased ADSs are resold pursuant to an effective Registration Statement registering the Purchased ADSs for resale, (ii) such Purchased ADSs are sold or transferred pursuant to Rule 144 (i f the transferee is not an affiliate of the Company), or (iii) such Purchased ADSs may be resold without restriction under Rule 144, provided that satisfaction of conditions (ii) and (iii) must be established by the opinion of counsel reasonably satisfactory to the Vendor, including, without limitation any opinion delivered in satisfaction of clause (ii) of the definition of Registrable Shares.  The Vendor will cause the Company, no later than five (5) trading days following the delivery by a Purchaser to the Company or the transfer agent (with notice to the Company) of a Restricted ADR representing such Purchased ADSs (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) and an opinion of counsel to the extent required by this Section, (such fifth trading day, the “Legend Removal Date”) deliver or cause to be delivered to or upon the order of such Purchaser Unrestricted ADRs representing such Purchased ADSs.  Such Unrestricted ADRs may be transmitted by the transfer agent to the Purchaser by crediting the account of the Purchaser’s prime broker with DTC as directed by such Purchaser.

              Section 5.  Registration Expenses. (a)  The Vendor shall reimburse the Company all costs, fees and expenses solely incident to the Company’s performance of or compliance with this Agreement (as described in Section 5(b) below) incurred by the Company,provided that the Vendor shall not be required to reimburse the Company for any such costs, fees and expenses unless the Company has documented, to the Vendor’s reasonable satisfaction, that such costs, fees and expenses are solely attributable to the Company’s performance of this Agreement. For the avoidance of doubt, the Vendor shall not be obligated hereunder to pay any amount to the Company in respect of (i) any Liquidated Damages Amount or (ii) any indemnity or contribution under Section 6 hereof.

(b)  The costs, fees and expenses incident to the Company’s performance of or compliance with this Agreement include, without limitation (i) all registration and filing fees, including FINRA filing fees, (ii) all fees and expenses of compliance with securities or Blue Sky laws of the United States and states therein, including reasonable and

9

documented fees and disbursements of local and special counsel in connection therewith, (iii) printing expenses (including expenses of printing certificates for Registrable Shares, if any), (iv) messenger, telephone and delivery expenses, (v) fees and disbursements of local and special counsel for the Company, (vi) fees and disbursements of all independent certified public accountants of the Company and all other persons retained by the Company in connection with such Registration Statement, (vii) all fees and expenses payable in connection with the Company maintaining the authorization for public offering in Argentina of the Shares, and the listing of such shares on the Buenos Aires Stock Exchange and any other stock exchange upon which the Company has Shares listed and (viii) all other reasonable co sts, fees and expenses incurred by the Company as a result of its performance or compliance with this Agreement.

(c)  The fees and expenses of any persons retained by the Purchaser, and any discounts, commissions or brokers’ fees or fees of similar securities industry professionals and any transfer taxes relating to the disposition of the Registrable Shares by the Purchaser, will be payable by the Purchaser and none of the Company or the Vendor will have any obligation to pay any such amounts.

Section 6.  Indemnification.   (a)  Indemnification by the Company.  The Vendor shall cause the Company, without limitation as to time, to agree to indemnify and hold harmless, to the full extent permitted by law, the Purchaser, the officers, directors and agents and employees of the Purchaser, each Person who controls the Purchaser (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, agents and employees of each such controlling person , to the fullest extent lawful, from and against any and all losses, claims, damages, liabilities, judgments, costs (including, without limitation, reasonable costs of investigation or preparation and reasonable attorneys’ fees) and expenses (collectively, “Losses”) incurred by or with respect to the Purchaser in its capacity as a seller of Registrable Shares pursuant to the Registration Statement or Prospectus, as incurred, arising out of or based upon any untrue or alleged untrue statement of a material fact contained in the Registration Statement or Prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or in the case of any prospectus or form of prospectus or amendment or supplement thereto, arising out of or based upon any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances in which they were made not misleading, except (i) insofar as the same are based upon information furnished in writing to the Company by or on behalf of the Purchaser expressly for use therein, (ii) in the case of an Interruption Period, the use by the Purchaser of an outdated or defective Prospectus until receipt of the copies of the supplemented or amended Prospectus contemplated by Section 4(f) hereof, or until the Purchaser receives Advice from the Company that the use of the applicable Prospectus may be resumed or (iii) to the extent that any such Losses arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission in a Registration Statement or Prospectus, if such untrue statement or alleged untrue statement, omission or alleged omission is corrected in an amendment or supplement to the Registration Statement or the Prospectus that is delivered or made available to the Purchaser and the Purchaser thereafter fails to deliver or make available

10

such Registration Statement or Prospectus as so amended or supplemented prior to or concurrently with the sale of the Registrable Shares to the person asserting such Losses; provided, however, that the indemnity agreement contained in this Section 6(a) shall not apply to any amount paid in settlement of any Losses if such settlement is effected without the prior written consent of the Company, which consent shall not be unreasonably withheld. In the event the Company does not enter into an agreement to so indemnify and hold harmless, the Vendor shall so indemnify and hold harmless.

(b)  Indemnification by Purchaser pursuant to this Agreement.  In connection with any Registration Statement under which the Purchaser is offering Registrable Shares pursuant to this Agreement, the Purchaser shall furnish to the Company in writing such information as the Company reasonably requests for use in connection with such Registration Statement or the related Prospectus and the Purchaser agrees to indemnify and hold harmless, to the full extent permitted by law, the Company, its directors, officers, agents or employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and the directors, officers, agents or employees of such controlling Persons, from and against all Losses, as incurred, arising out of or based upon any untrue or alleged untrue statement of a material fact contained in the Registration Statement or the related Prospectus or any amendment or supplement thereto, or any preliminary prospectus, or arising out of or based upon any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any prospectus or form of prospectus or amendment or supplement thereto, in light of the circumstances in which there were made), to the extent, but only to the extent, that such untrue or alleged untrue statement or omission or alleged omission is based upon information so furnished in writing by or on behalf of the Purchaser to the Company expressly for use in such Registration Statement or Prospectus or in any amendment or supplement thereto or in any preliminary prospectus.  The Company shall be entitled to receive customary indemnities from underwriter s, selling brokers, dealer managers and similar securities industry professionals participating in the distribution of such Registrable Shares with respect to information furnished in writing by such persons expressly for use in such Registration Statement or Prospectus.

(c)  Conduct of Indemnification Proceedings.  If any Person shall be entitled to indemnity hereunder (an “indemnified party”), such indemnified party shall give prompt written notice to the party from which such indemnity is sought (the “indemnifying party”) of any claim or of the commencement of any proceeding (including any investigation by any governmental authority) with respect to which such indemnified party seeks indemnification or contribution pursuant hereto; provided, however, that the delay or failure to so notify the indemnifying party shall not relieve the indemnifying party from any obligation or liability except to the extent that the indemnifying party has been prejudiced by such delay or failure.  The indemnifying party shall have the right, exercisable by giving written notice to an indemnified party promptly after the receipt of written notice from such indemnified party of such claim or proceeding, to assume, at the indemnifying party’s expense, the defense of any such claim or proceeding, with counsel reasonably satisfactory to such indemnified party; provided, however, that (i) an

11

indemnified party shall have the right to employ separate counsel in any such claim or proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless:  (1) the indemnifying party agrees to pay such fees and expenses; (2) the indemnifying party fails promptly to assume the defense of such claim or proceeding or fails to employ counsel reasonably satisfactory to such indemnified party; or (3) the named parties to any proceeding (including impleaded parties) include both such indemnified party and the indemnifying party, and such indemnified party shall have been advised by counsel that there may be one or more legal defenses available to it that are in addition to or are inconsistent with those available to the indemnif ying party or that a conflict of interest is likely to exist among such indemnified party and any other indemnified parties (in which case the indemnifying party shall not have the right to assume the defense of such action on behalf of such indemnified party); and (ii) subject to clause (3) above, the indemnifying party shall not, in connection with any claim or proceeding or separate but substantially similar or related claim or proceedings in the same jurisdiction, arising out of the same general allegations of circumstances, be liable for the fees and expenses of more than one firm of attorneys (together with appropriate local counsel) at any time for all of the indemnified parties.  Whether or not such defense is assumed by the indemnifying party, such indemnifying party shall not be subject to any liability for any settlement made without its written consent.  The indemnifying party shall not consent to entry of any judgment or enter into any settlement that (A) does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release, in form and substance reasonably satisfactory to the indemnified party, from all liability in respect of such claim or litigation for which such indemnified party would be entitled to indemnification hereunderand (B) includes a statement as to, or an admission of, fault, culpability or a failure to act, by or on behalf of any indemnified party.

(e)  Contribution.  If the indemnification provided for in this Section 6 is applicable in accordance with its terms but is legally unavailable to an indemnified party in respect of any Losses, then each applicable indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Losses, in such proportion as is appropriate to reflect the relative fault of the indemnifying party, on the one hand, and such indemnified party, on the other hand, in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations.  The relative fault of such indemnifying party, on the one hand , and indemnified party, on the other hand, shall be determined by reference to, among other things, whether any action in question, including any untrue statement of a material fact or omission or alleged omission to state a material fact, has been taken by, or relates to information supplied by, such indemnifying party or indemnified party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent any such action, statement or omission.  The amount paid or payable by a party as a result of any Losses shall be deemed to include any legal or other fees or expenses incurred by such party in connection with any investigation or proceeding.  The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 6(e) were determined by pro rata allocation or by any other method of allocation that does not take account of the

12

equitable considerations referred to in the immediately preceding paragraph.  Notwithstanding the provision of this Section 6(e), the Purchaser shall not be required to contribute any amount which is in excess of the amount by which the total proceeds received by the Purchaser from the sale of the Registrable Shares sold by the Purchaser (net of all underwriting discounts and commissions) exceeds the amount of any damages that it has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.  No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

Section 7.      Damages.  If the Company (i) fails to keep continuously effective, supplemented and amended a Registration Statement pursuant to Section 2(c) hereof (except as provided for in Section 2(d) and 2(e) of this Agreement), (ii) fails to comply with the requirements of Section 8 of this Agreement, or (iii) fails to comply with the requirements of Section 4A (each such event a “Default”), then the Vendor shall pay or cause the Company to pay the Purchaser a penalty in cash in an amount equal to the Liquidated Damages Amount.  Accrued liquidated damag es, if any, shall be payable within 45 days of the first Default and every 90 days thereafter if such Default is continuing.  This obligation to pay liquidated damages will cease on the date that all Defaults have been cured and shall be the Company’s sole liability for breach of Section 2(c), Section 4(a) or Section 8 of this Agreement.

Section 8.     Rule 144 Information.  With a view to making available the benefits of certain rules and regulations of the SEC which may at any time permit the sale of the Registrable Shares to the public without registration, the Vendor agrees to cause the Company to use commercially reasonable efforts to:

(a)           Make and keep public information available, as those terms are understood and defined in Rule 144 under the Securities Act, at all times that the Company is subject to the reporting requirements of the Securities Act or the Exchange Act, and for so long as the Company remains subject to the periodic reporting requirements under Section 13 or 15(d) of the Exchange Act.

(b)           Use commercially reasonable efforts to file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements).

(c)           Furnish to the Purchaser upon request a written statement by the Company as to its compliance with the reporting requirements of Rule 144 under the Securities Act, and of the Securities Act and the Securities Exchange Act, a copy of the most recent annual or quarterly report of the Company, and such other reports and documents of the Company and other information in as the Purchaser may reasonably request in availing itself of any rule or regulation of the SEC allowing the Purchaser to sell any such

13

securities without registration, provided that the Vendor shall have no obligation to cause the Company to provide any document that is available on the SEC’s EDGAR system.

Section 9.  Miscellaneous.  (a)  Termination.  This Agreement and the obligations of the Vendor and the Purchaser hereunder (other than Section 6 hereof and other than pursuant to the following sentence) shall terminate on the earlier of the first date on which (i) no Registrable Shares remain outstanding,  or (ii) eighteen months after the Closing (as defined in Section 2.02 of the Stock Purchase Agreement).

(b)  Notices.  All notices or communications hereunder shall be in writing (including telecopy or similar writing), addressed as follows:

(i)                To the Company:

YPF Sociedad Anónima

Macacha Güemes 515

C1106BKK Ciudad Autónoma de Buenos Aires, Argentina

Att:  Chief Financial Officer

Facsimile No.:  + 54 11 544 21 13

With a copy (which shall not constitute notice) to:

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, NY 10017

Att:  Nicholas A. Kronfeld

Facsimile No.: + 1 (212) 450-5950

(ii)              To the Vendor:

Repsol YPF S.A.

Paseo de la Castellana 278-280

28046 Madrid (Spain)

Att: Corporate Director Finance

Facsimile No.: + 34 90 255 51 34

With copies (which shall not constitute notice) to:

Repsol YPF S.A.

Paseo de la Castellana 278-280

28046 Madrid (Spain)

Att: Corporate Director Legal Services

Facsimile No.: + 34 91 348 40 86

Davis Polk & Wardwell LLP

450 Lexington Avenue

14

New York, NY 10017

Att:  Nicholas A. Kronfeld

Facsimile No.: + 1 (212) 450-5950

(iv)              To the Purchaser:

Eton Park Capital Management, L.P.

399 Park Ave., 10th Floor

New York, NY 10022

Att:  Marcy Engel, Chief Operating Officer and General Counsel

  Ricardo Salmon, Senior Managing Director

Facsimile No.: + 1 646 521 6360

With a copy (which shall not constitute notice) to:

Shearman & Sterling LLP

599 Lexington Ave

New York, NY 10022

Att:  Robert Treuhold, Esq.

Any such notice or communication shall be deemed given (i) when made, if made by hand delivery, (ii) upon transmission, if sent by confirmed telecopier, (iii) one Business Day after being deposited with a next-day courier, postage prepaid, or (iv) three Business Days after being sent certified or registered mail, return receipt requested, postage prepaid, in each case addressed as above (or to such other address or to such other telecopier number as such party may designate in writing from time to time).

(c)  Separability.  If any provision of this Agreement shall be declared to be invalid or unenforceable, in whole or in part, such invalidity or unenforceability shall not affect the remaining provisions hereof which shall remain in full force and effect.

(d)  Assignment.  This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, devisees, legatees, legal representatives, successors and assigns.  The rights to cause the Vendor to cause the Company to register Registrable Shares pursuant to Sections 2 and 3 may be assigned in connection with any transfer or assignment by the Purchaser of Registrable Shares, provided that such transfer may otherwise be effected in accordance with applicable securities laws and provided further that the Vendor at its sole discretion consents i n writing to such transfer.

(e)  Entire Agreement.  This Agreement represents the entire agreement of the parties and shall supersede any and all previous contracts, arrangements or understandings between the parties hereto with respect to the subject matter hereof.

(f)  Amendments and Waivers.  Except as otherwise provided herein, the provisions of this Agreement may not be amended, modified or supplemented, and

15

waivers or consents to departures from the provisions hereof may not be given, without the written consent of the Vendor and the Purchaser.

(g)  Publicity.  No public release or announcement concerning the transactions contemplated hereby shall be issued by any party without the prior consent of the other parties, except to the extent that such party is advised by counsel that such release or announcement is necessary or advisable under applicable law or the rules or regulations of any securities exchange, in which case the party required to make the release or announcement shall to the extent practicable provide the other parties with an opportunity to review and comment on such release or announcement in advance of its issuance.

(h)  Expenses.  Whether or not the transactions contemplated hereby are consummated, except as otherwise provided herein, all costs and expenses incurred in connection with the execution of this Agreement shall be paid by the party incurring such costs or expenses.

(i)  Interpretation.  The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

(j)  Counterparts.  This Agreement may be executed in two or more counterparts, all of which shall be one and the same agreement, and shall become effective when counterparts have been signed by each of the parties and delivered to each other party.

(k)  Governing Law.  THIS AGREEMENT, THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT, AND ANY CLAIM OR CONTROVERSY DIRECTLY OR INDIRECTLY BASED UPON OR ARISING OUT OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT (WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER THEORY), INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, SHALL IN ALL RESPECTS BE GOVERNED BY AND INTERPRETED, CONSTRUED, AND DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

(l)  Authorized Agent.  The Vendor agrees that any suit, action or proceeding against them brought by the Purchaser, the directors, officers, employees and agents of the Purchaser, or by any person who controls the Purchaser, arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any State or U.S. federal court in The City of New York and County of New York, and waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding.  The Vendor hereby appoints CT Corporation System, 111 8th Avenue, New York, NY 10016, as its authorized agent (the “Authorized Agent”) upon whom process may be served in any suit, action or proceeding arising out of or

16

based upon this Agreement or the transactions contemplated herein that may be instituted in any State or U.S. federal court in The City of New York and County of New York, by the Purchaser, the directors, officers, employees, Affiliates and agents of the Purchaser, or by any person who controls the Purchaser, and expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding.  The Vendor hereby represents and warrants that the Authorized Agent has accepted such appointment and has agreed to act as said agent for service of process, and it agrees to take any and all action, including the filing of any and all documents that may be necessary to continue such appointment in full force and effect as aforesaid.  Service of process upon the Authorized Agent shal l be deemed, in every respect, effective service of process upon the Vendor.

(m)  Additional Amounts.  All fees, payments, expense reimbursements and other amounts of any kind whatsoever required to be paid by the Vendor, or that the Vendor may be required to cause the Company to pay, pursuant to this Agreement shall be made free and clear of and without withholding or deduction for, or on account of, any taxes, duties, assessments, or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or on behalf of Argentina in the case of the Company and Spain in the case of the Vendor or any other political subdivision thereof, or any authority or agency thereof or therein having power to levy the same in the relevant jurisdiction, unless such withh olding or deduction is required by law or by the official, judicial or administrative interpretation thereof.  In such event, the Vendor will pay, or will cause the Company to pay, as applicable, such additional amounts (the “Additional Amounts”) as will result in the receipt by the Purchaser or such other party of such amounts as would have been received in respect of any such fees, payments, expense reimbursements and other amounts had no such taxes, duties, assessments or governmental charges been required to be withheld or deducted.

(n)  Currency.  Each reference in this Agreement to U.S. dollars  (the “relevant currency”), including by use of the symbol “$”, is of the essence.  To the fullest extent permitted by law, the obligation in respect of any amount due under this Agreement will, notwithstanding any payment in any other currency (whether pursuant to a judgment or otherwise), be discharged only to the extent of the amount in the relevant currency that the party entitled to receive such payment may, in accordance with its normal procedures, purchase with the sum paid in such other currency (after any premium and costs of excha nge) on the Business Day immediately following the day on which such party receives such payment.  If the amount in the relevant currency that may be so purchased for any reason falls short of the amount originally due, the Vendor will pay, or will cause the Company to pay, as applicable, such additional amounts, in the relevant currency, as may be necessary to compensate for the shortfall.  Any obligation not discharged by such payment will, to the fullest extent permitted by applicable law, be due as a separate and independent obligation and, until discharged as provided herein, will continue in full force and effect.

(o)  Waiver of Immunity.  To the extent that the Vendor has or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding,

17

from jurisdiction of any court or from set-off or any legal process (whether service or notice, attachment in aid or otherwise) with respect to itself or any of its property, the Vendor hereby irrevocably waives and agrees not to plead or claim such immunity in respect of its obligations under this Agreement.

(p)  Calculation of Time Periods.  Except as otherwise indicated, all periods of time referred to herein shall include all Saturdays, Sundays and holidays; provided, however, that if the date to perform the act or give any notice with respect to this Agreement shall fall on a day other than a Business Day, such act or notice may be timely performed or given if performed or given on the next succeeding Business Day.

(q)  Other Registration Rights Agreements. The Vendor has entered into a Registration Rights Agreement with other investors in connection with the purchase of ADSs of the Company by such investors contemporaneously herewith and such other Registration Rights Agreement provides for the registration of such ADSs and the underlying Class D shares of the Company.   The Vendor represents and warrants that it has provided the Purchaser with a true copy of such other Registration Rights Agreement (with the identity of the other investors redacted).

18

In Witness Whereof, the parties hereto have executed this Agreement as of the date and year first written above.

Repsol YPF, S.A.
By:	/s/ Fernando Ramírez Mazarredo
	Name: Fernando Ramírez Mazarredo
	Title: Chief Financial Officer

Eton Park Master Fund, Ltd.
By:	Eton Park Capital Management, L.P., its Investment Manager
By:	/s/ Marcy Engel
	Name: Marcy Engel
	Title: Chief Operating Officer & General Counsel Eton Park Capital Management, L.P.

19

Exhibit A

Warrant Agreement

[Filed as Exhibit 99.3]

Exhibit B

Plan of Distribution

The selling security holders and their successors, which term includes their transferees, pledgees or donees or their successors may sell the YPF ADSs directly to purchasers or through underwriters, broker-dealers or agents, who may receive compensation in the form of discounts, concessions or commissions from the selling security holders or the purchasers.  These discounts, concessions or commissions as to any particular underwriter, broker-dealer or agent may be in excess of those customary in the types of transactions involved.

The YPF ADSs may be sold in one or more transactions at:

•      fixed prices;

•      prevailing market prices at the time of sale;

•      prices related to the prevailing market prices;

•      varying prices determined at the time of sale; or

•      negotiated prices.

These sales may be effected in transactions:

• on any national securities exchange or quotation service on which the YPF ADSs may be listed or quoted at the time of sale, including the NYSE;

•      in the over-the-counter market;

• otherwise than on such exchanges or services or in the over-the-counter market;

• through the writing of options, whether the options are listed on an options exchange or otherwise;

• ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

• block trades in which the broker-dealer will attempt to sell the YPF ADSs as agent but may position and resell a portion of the block as principal to facilitate the transaction;

• purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

• an exchange distribution in accordance with the rules of the applicable exchange;

• privately negotiated transactions;

• through the settlement of short sales;

• sales pursuant to Rule 144;

• a combination of any such methods of sale; and

• any other method permitted pursuant to applicable law.

As set out above, these transactions may include block transactions or crosses. Crosses are transactions in which the same broker acts as agent on both sides of the trade.

Brokers or dealers engaged by the selling security holders may arrange for other broker-dealers to participate in selling ADRs.  Broker-dealers may receive commissions or discounts from the selling security holders (or, if any broker-dealer acts as agent for the purchases of ADRs, from the purchaser) in amounts to be negotiated.

In connection with the sale of the YPF ADSs or otherwise, the selling security holders may enter into hedging transactions with broker-dealers or other financial institutions. These broker-dealers or financial institutions may in turn engage in short sales of YPF ADSs in the course of hedging the positions they assume with selling security holders.  The selling security holders may also sell the YPF ADSs short and deliver these securities to close out such short positions, or loan or pledge the YPF ADSs to broker-dealers that in turn may sell these securities.

The aggregate proceeds to the selling security holders from the sale of the YPF ADSs offered by them hereby will be the purchase price of the YPF ADSs less discounts and commissions, if any. Each of the selling security holders reserves the right to accept and, together with their agents from time to time, to reject, in whole or in part, any proposed purchase of YPF ADSs to be made directly or through agents. We will not receive any of the proceeds from the sale of the YPF ADSs.

In order to comply with the securities laws of some states, if applicable, the YPF ADSs may be sold in these jurisdictions only through registered or licensed brokers or dealers.

Profits on the sale of the YPF ADSs by selling security holders and any discounts, commissions or concessions received by any broker-dealers or agents might be deemed to be underwriting discounts and commissions under the Securities Act. Selling security holders who are deemed to be “underwriters” within the meaning of Section 2(11) of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act. To the extent the selling security holders may be deemed to be “underwriters,” they

may be subject to statutory liabilities, including, but not limited to, Sections 11, 12 and 17 of the Securities Act.

The selling security holders and any other person participating in a distribution will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder. Regulation M of the Exchange Act may limit the timing of purchases and sales of any of the securities by the selling security holders and any other person. In addition, Regulation M may restrict the ability of any person engaged in the distribution of the securities to engage in market-making activities with respect to the particular securities being distributed for a period of up to five business days before the distribution. The selling security holders have acknowledged that they understand their obligations to comply with the provisions of the Exchange Act and the rules thereunder relating to stock manipulation, particularly Regulation M, and have agre ed that they will not engage in any transaction in violation of such provisions.

To our knowledge, there are currently no plans, arrangements or understandings between any selling security holder and any underwriter, broker-dealer or agent regarding the sale of the YPF ADSs by the selling security holders.

A selling security holder may decide not to sell any YPF ADSs described in this prospectus.  Any securities covered by this prospectus which qualify for sale pursuant to Rule 144 or Rule 144A of the Securities Act may be sold under Rule 144 or Rule 144A rather than pursuant to this prospectus. In addition, a selling security holder may transfer, devise or gift the YPF ADSs by other means not described in this prospectus.

With respect to a particular offering of the YPF ADSs, to the extent required, an accompanying prospectus supplement or, if appropriate, a post-effective amendment to the registration statement of which this prospectus is a part will be prepared and will set forth the following information:

•      the specific YPF ADSs to be offered and sold;

•      the names of the selling security holders;

• the respective purchase prices and public offering prices and other material terms of the offering;

•      the names of any participating agents, broker-dealers or underwriters; and

• any applicable commissions, discounts, concessions and other items constituting, compensation from the selling security holders.

We entered into the registration rights agreements to facilitate the sale by Repsol YPF of our securities pursuant to the Stock Purchase Transactions and the Option described under “Selling Shareholders”. See “Selling Shareholders”. The registration rights agreements provide that the selling shareholders and we will indemnify each other

and our and their respective directors, officers and controlling persons against specific liabilities in connection with the offer and sale of the Shares, including in the form of ADSs, including liabilities under the Securities Act, or will be entitled to contribution in connection with those liabilities. Repsol YPF will pay all of our expenses incidental to the registration, offering and sale of the Shares, including in the form of ADSs, to the public, and each selling shareholder will be responsible for payment of commissions, concessions, fees and discounts of underwriters, broker-dealers and agents.

Exhibit C

NEITHER THE ADSs EVIDENCED HEREBY NOR THE SHARES UNDERLYING SUCH ADSs HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND NEITHER THE ADSs NOR THE SHARES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) (1) PURSUANT TO A TRANSACTION THAT IN THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO REPSOL YPF S.A. IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES.  IN ADDITION, THE SHARES UNDERLYING THE ADSs EVIDENCED HEREBY MAY BE OFFERED AND SOLD IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT.

EX-99.6

Exhibit 99.6

REGISTRATION RIGHTS AGREEMENT

Registration Rights Agreement (this “Agreement”), dated as of December 22, 2010 among Repsol YPF, S.A., a Spanish company (the “Vendor”) and Eton Park Fund, L.P.  (the “Purchaser”).

Whereas, YPF Sociedad Anónima, an Argentine company (the “Company”) has established, with The Bank of New York Mellon, as depositary (the “Depositary”), an American depositary receipt program (such program and any successor or replacement program, the “ADR Program”) pursuant to the Amended and Restated Deposit Agreement dated as of November 13, 2009 among the Company, the Depositary and the holders from time to time of the American depositary shares (“ADSs&# 8221;) issued thereunder (the “ADR Deposit Agreement”);

Whereas, on this date, and simultaneously with the signing of this Agreement, the Vendor and the Purchaser have entered into a Stock Purchase Agreement, pursuant to which the Purchaser will buy from the Vendor 2,243,590 ADSs of the Company (the “Firm ADSs”), each of which represents one Class D Share of the Company, par value 10 pesos per share (a “Share” and, collectively, the “Shares”);

Whereas, the Vendor and the Purchaser have agreed to enter into a Warrant Agreement with respect to 2,243,590 ADSs of the Company (the “Option ADSs” and together with the Firm ADSs, the “Purchased ADSs”), substantially in the form of Exhibit A attached hereto;

Whereas, the Firm ADSs are and the Option ADSs will be represented by American depositary receipts issued by the Depositary and bearing the legend set forth in Section 2.02 of the Stock Purchase Agreement (each a “Restricted ADR”);

Whereas, the Company has unrestricted ADSs, each representing one Share issued under the ADR Deposit Agreement (the “Unrestricted ADRs”) which are listed on the New York Stock Exchange and the Shares are authorized for public offering in Argentina and are listed on the Buenos Aires Stock Exchange;

Whereas, in order to induce the Purchaser to enter into the Stock Purchase Agreement and the Warrant Agreement, the Vendor has agreed to provide the Purchaser with the rights set forth in this Agreement;

Now, Therefore, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

Section 1.  Definitions.  As used in this Agreement, the following terms shall have the following meanings:

“Additional Amounts” shall have the meaning set forth in Section 9(m) hereof.

“ADR Program” shall have the meaning set forth in the introductory clauses hereof.

“Advice” shall have the meaning set forth in Section 4 hereof.

“Affiliate” means, with respect to any specified person, any other person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified person.  For the purposes of this definition, “control” when used with respect to any specified person means the power to direct the management and policies of such person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Authorized Agent” shall have the meaning set forth in Section 9(l) hereof.

“Business Day” means any day that is not a Saturday, a Sunday or a legal holiday on which banking institutions in the State of New York, Madrid or Buenos Aires are not required to be open.

“Capital Stock” means, with respect to any person, any and all shares, interests, participations or other equivalents (however designated) of corporate stock issued by such person, including each class of common stock and preferred stock of such person and any depositary receipts evidencing Capital Stock.

“Company” shall have the meaning set forth in the introductory clauses hereof.

“Delay Period” shall have the meaning set forth in Section 2(d) hereof.

“Depositary” shall have the meaning set forth in the introductory clauses hereof.

“Effectiveness Period” shall have the meaning set forth in Section 2(c) hereof.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.

“FINRA” shall have the meaning set forth in Section 4(i) hereof.

“Interruption Period” shall have the meaning set forth in Section 4 hereof.

“indemnified party” shall have the meaning set forth in Section 6(c) hereof.

“indemnifying party” shall have the meaning set forth in Section 6(c) hereof.

2

“Liquidated Damages Amount” shall mean, as of the relevant date of determination, an amount payable per Registrable Share outstanding equal to the closing New York Stock Exchange price of an ADS as of such date of determination multiplied by the number of days during which a Default has occurred and is continuing multiplied by 0.05, and divided by 365, except that in the case of a Default under Section 7(iii), such amount shall be calculated only with respect to the Registrable Shares as to which such Default has occurred.

“Losses” shall have the meaning set forth in Section 6(a) hereof.

“Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.

“Prospectus” means the prospectus included in any registration statement (including a prospectus that discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A or 430B), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Shares covered by such registration statement and all other amendments and supplements to such prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such prospectus.

“Purchaser” shall have the meaning set forth in the introductory clauses hereof.

“Registrable Shares” means any Purchased ADSs owned by the Purchaser, unless (i) they have been effectively registered under Section 5 of the Securities Act and disposed of pursuant to an effective Registration Statement or (ii) such securities may be freely transferred without registration under the Securities Act (as determined by an opinion (addressed to the Purchaser and the Depositary) of nationally recognized U.S. counsel to the Company, which counsel must also be reasonably satisfactory to the Purchaser).  In addition, the Purchaser’s Purchased ADSs shall cease to constitute Registrable Shares if all of the Purchased ADSs may be sold under Rule 144 during any 90-day period (as determined by an opinion (addressed to the Purcha ser and the Depositary) of nationally recognized U.S. counsel to the Company, which counsel must also be reasonably satisfactory to the Purchaser). Registrable Shares shall not include any securities owned by the Company or any of its subsidiaries.

“Default” shall have the meaning set forth in Section 7 hereof.

“Registration Statement” means a registration statement under the Securities Act filed by the Company that registers the transfer of any of the Purchased ADSs pursuant to the provisions of this Agreement, including the related Prospectus, all amendments and supplements to such registration statement, including pre- and post-effective amendments, all exhibits thereto and all material incorporated by reference or deemed to be incorporated by reference in such registration statement.  The term

3

“Registration Statement” shall also include any registration statement filed pursuant to Rule 462(b) to register additional securities in connection with any offering.

“Restricted ADSs” shall have the meaning set forth in the introductory clauses hereof.

“SEC” means the U.S. Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.

“Vendor”shall have the meaning set forth in the introductory clauses hereof.

“underwritten registration” or “underwritten offering” means a registration under the Securities Act in which securities of the Company are sold to an underwriter for reoffering to the public.

“Unrestricted ADSs” shall have the meaning set forth in the introductory clauses hereof.

Section 2.  Mandatory Registration and Effectiveness of Registration Statement and Sales under Registration Statement.  (a) The Vendor shall, in its capacity as a shareholder of the Company, cause the Company to, no later than February 17, 2011 (the “Filing Deadline”), prepare and file with the SEC a Registration Statement covering the Purchased ADSs and underlying Shares, subject to receipt of the necessary information from the Purchaser in accordance with Section 4 hereof and shall ensure that (i) the Registration Statement and any amendment thereto and any Prospectus forming a part thereof and any amendment or supplement thereto comply in all material respects with the Securities Act and the rules and regulations thereunder, (ii) the Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus forming a part of the Registration Statement, and any amendment or supplement to such Prospectus, does not as of its respective date include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

(b)  The Vendor shall, in its capacity as a shareholder of the Company, cause the Company to use commercially reasonable efforts to cause the Registration Statement to be declared effective as promptly as practicable, and in any event no later than (i) 15 days after the Filing Deadline if the staff of the SEC determines not to review the Registration Statement and grants a timely request by the Company for acceleration of the effectiveness of the Registration Statement and (ii) 150 days after the Filing Deadline if the staff of the SEC reviews the Registration Statement or fails to timely approve such request.

4

(c)  Subject to clauses (d) and (e) below and Section 4(a), the Vendor shall, in its capacity as a shareholder of the Company, cause the Company to use commercially reasonable efforts to keep the Registration Statement continuously effective and usable for the resale of the Registrable Shares covered thereby in accordance with the intended method or methods of disposition described therein until such date as (i) there are no Registrable Shares outstanding, or (ii) all of the Registrable Shares covered by such Registration Statement (A) have been sold pursuant to such Registration Statement or (B) may be sold under Rule 144 and the legend set forth in Exhibit C hereto, or any similar legend, has been removed therefrom (such period of continuous ef fectiveness is hereinafter referred to as the “Effectiveness Period”).  The Vendor undertakes to cause such legend to be removed as soon as is legally permitted and reasonably practicable.

(d)  The Company shall be entitled to suspend the use of any effective Registration Statement under this Section 2, for a reasonable period of time, but not in excess of 30 days (a “Delay Period”), if the Board of Directors of the Company or, if applicable, of the Vendor, (i) determines that in such Board of Directors’ reasonable judgment and good faith, the registration and distribution of the Registrable Shares covered or to be covered by such Registration Statement would materially interfere with any pending material financing, acquisition or corporate reorganization or other material corporate development involving the Company or any of its material subsidiaries or affiliates or would requ ire or result in premature disclosure thereof or would interfere with or require premature disclosure of any public offering by the Vendor of the Company’s Shares, and (ii) gives the Purchaser written notice of such determination at least one Business Day in advance of the commencement of such Delay Period to the extent that it is reasonably possible to do so, provided, however, that (i) the aggregate number of days included in all Delay Periods during any consecutive 12 months shall not exceed 60 days and (ii) a period of at least 60 days shall elapse between the termination of any Delay Period and the commencement of the immediately succeeding Delay Period.  The Vendor shall cause the Company not to initiate or continue a Delay Period unless the Company shall (A) concurrently prohibit sales by all other security holders under registration statements covering securities held by such other security holders; and (B) in accordance with the Company’s policies from time to time in effect, if any, forbid purchases and sales in the open market by senior executives of the Company.

(e)  Notwithstanding anything contained in this Agreement, the Company shall be entitled to suspend the use of any effective Registration Statement in connection with any acquisition or similar transaction by the Company or any of its Affiliates that requires the inclusion of separate financial statements and/or pro forma financial statements in the Registration Statement for so long as is reasonably necessary to prepare such statements.

(f)  The Purchaser shall give written notice to the Company and Vendor, informing them of its intention to sell Registrable Shares under the Registration Statement and any resale of Registrable Shares under the Registration Statement shall not commence until at least three Business Days after receipt of such notice by the Company and Vendor. For the purposes of this Section 2(f), such notice of intention to sell shall

5

remain effective until the earlier of (i) receipt by the Purchaser of a notice of a Delay Period pursuant to Section 2(d), (ii) receipt by the Purchaser of a notice of an Interruption Period pursuant to Section 4 and (iii) the commencement of the period described in Section 2(e).

Section 3.  Argentine Registration.  The Vendor shall, in its capacity as a shareholder of the Company, cause the Company to use commercially reasonable efforts to keep the Company’s Shares authorized for public offering with the Argentine Comisión Nacional de Valores and listed with the Buenos Aires Stock Exchange.  The Company will be entitled to require the Purchaser or the underwriter participating in any offering hereunder to suspend such public offering of the Company& #8217;s Shares during a Delay Period; provided that the Vendor shall procure that the conditions set forth in Section 2(d) are met during the period set forth in Section 2(e).

Section 4.  Procedures and Further Agreements.  In connection with the registration obligations set forth in Section 2 hereof (and subject to Section 2) and for so long as there are any Registrable Shares (except as provided for in Section 9(a)), the Vendor shall, in its capacity as a shareholder of the Company, cause the Company to:

(a)   prepare and file with the SEC such amendments (including post-effective amendments) to the Registration Statement, and such supplements to the related Prospectus, as may be required by the rules, regulations or instructions applicable to the Securities Act during the applicable period in accordance with the intended methods of disposition specified by the Purchaser, make generally available earnings statements satisfying the provisions of Section 11(a) of the Securities Act (provided that the Company shall be deemed to have complied with this clause (a) if it has complied with Rule 158 under the Securities Act), and cause the related Prospectus as so supplemented to be filed pursuant to Rule 424 under the Securities Act;

(b)   notify the Purchaser promptly and (if requested in writing) confirm such notice in writing, (i) when any Prospectus supplement or post-effective amendment has been filed, and, with respect to the Registration Statement and any post-effective amendment, when the same has become effective, (ii) of any request by the SEC for amendments or supplements to the Registration Statement or the related Prospectus or for additional information regarding the Purchaser, (iii) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose, (iv) of the receipt by the Company of any notification with respect to the qualification or exemption from qualification of any of the Registrable Shares for sale in any jurisdiction or the initiation of any proceedin g for such purpose of which the Company has received notice, and (v) of the happening of any event that requires the making of any changes in the Registration Statement, Prospectus or documents incorporated or deemed to be incorporated therein

6

by reference so that they will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading;

(c)   use commercially reasonable efforts to prevent the issuance of any order suspending the effectiveness of the Registration Statement or the qualification or exemption from qualification of any Registrable Shares for sale in any jurisdiction in the United States, and to obtain the lifting or withdrawal of any such order at the earliest practicable time;

(d)   if requested in writing by the Purchaser, furnish to the Purchaser, counsel for the Purchaser without charge, one conformed copy of the Registration Statement, as declared effective by the SEC, and of each post-effective amendment thereto, in each case including financial statements and schedules and all exhibits and reports incorporated or deemed to be incorporated therein by reference; and deliver, without charge, such number of copies of the preliminary prospectus, any amended preliminary prospectus, each final Prospectus and any post-effective amendment or supplement thereto, as the Purchaser may reasonably request in order to facilitate the disposition of the Registrable Shares covered by such Registration Statement in conformity with the requirements of the Securities Act, provided that th e Vendor shall have no obligation to cause the Company to provide any document pursuant to this clause (d) that is available on the SEC’s EDGAR system;

(e)   prior to any public offering of Registrable Shares covered by the Registration Statement, use commercially reasonable efforts to register or qualify such Registrable Shares for offer and sale under the securities or Blue Sky laws of such jurisdictions in the United States as the Purchaser shall reasonably request in writing; provided, however, that the Vendor shall in no event be required to cause the Company to qualify generally to do business as a foreign corporation or as a dealer in any jurisdiction where it is not at the time so qualified or to execute or file a general consent to service of process in any such jurisdiction or to take any action that would subject it to general service of process or taxation in any such jurisdiction w here it is not then subject;

(f)   upon the occurrence of any event contemplated by paragraph 4(b)(v) above, prepare a supplement or post-effective amendment to, or an Exchange Act filing incorporated by reference into, the Registration Statement or the related Prospectus or any document incorporated or deemed to be incorporated therein by reference and file any other required document so that, as thereafter delivered (or made available by filing with the SEC) to the purchasers of the Registrable Shares being sold thereunder (including upon the termination of any Delay Period), such Prospectus will not contain an untrue statement of a material fact or omit to state any material fact required

7

to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading;

(g)   use commercially reasonable efforts to maintain the ADR Program until the expiration of this Agreement;

(h)   use commercially reasonable efforts to cause (i) all Shares and Unrestricted ADRs to continue to be listed on The New York Stock Exchange (including seeking to cure in the Company’s listing or inclusion application any deficiencies cited by the exchange or market), and (ii) all Shares to continue to be listed on the Buenos Aires Stock Exchange and any other stock exchange upon which the Company has Shares listed;

(i)   cooperate and assist in any filings required to be made with the Financial Industry Regulatory Authority (“FINRA”);

(j)    include such information regarding the plan of distribution (substantially in the form of Exhibit B attached hereto) of the Registrable Shares in any Registration Statement and Prospectus as the Purchaser may reasonably request;

(k)   cause to be maintained a registrar and transfer agent for all Registrable Shares covered by any Registration Statement; and

(l)   remove the restrictive legend set forth in Exhibit C from the Restricted ADR to the extent required pursuant to Section 4A.

The Company may require the Purchaser to furnish such information, within ten Business Days of any such request, regarding the Purchaser and the Purchaser’s intended method of disposition of such Registrable Shares as it may from time to time reasonably request in writing.  If the Purchaser fails to furnish such information within ten Business Days after receipt of such request, notwithstanding anything to the contrary in this Agreement the Company may withdraw (or refuse to file, if applicable) the Registration Statement.

The Purchaser agrees that, upon receipt by the Purchaser of any notice from the Company of the happening of any event of the kind described in Section 4(b)(ii), 4(b)(iii), 4(b)(iv) or 4(b)(v) hereof, which notice the Vendor shall cause the Company to deliver at least one Business Day in advance of the commencement of an Interruption Period (as defined herein) to the extent that it is reasonably possible to do so, it shall discontinue disposition of any Registrable Shares covered by such Registration Statement or the related Prospectus until receipt of the copies of the supplemented or amended Prospectus contemplated by Section 4(f) hereof, or until the Purchaser is advised in writing (the “Advice”), by the Co mpany that the use of the applicable Prospectus may be resumed, and has received copies of any amended or supplemented Prospectus or any additional or supplemental filings which are incorporated, or deemed to be incorporated,

8

by reference in such Prospectus (such period during which disposition is discontinued being an “Interruption Period”) and, if requested by the Company, the Purchaser shall deliver to the Company all copies then in its possession, other than permanent file copies then in the Purchaser’s possession, of the Prospectus covering such Registrable Shares at the time of receipt of such request.

The Purchaser further agrees not to utilize any material other than the applicable current preliminary prospectus or Prospectus in connection with the offering of such Registrable Shares.

Section 4A.  Restrictive Legend.    The legend set forth in Exhibit C shall be removed from the Restricted ADR upon which it is stamped or the Restricted ADR shall be cancelled and replaced with an Unrestricted ADR credited to the applicable balance account at the Depository Trust Company (“DTC”), to the extent (i) the Purchased ADSs are resold pursuant to an effective Registration Statement registering the Purchased ADSs for resale, (ii) such Purchased ADSs are sold or transferred pursuant to Rule 144 (if the transferee is not an affiliate of the C ompany), or (iii) such Purchased ADSs may be resold without restriction under Rule 144, provided that satisfaction of conditions (ii) and (iii) must be established by the opinion of counsel reasonably satisfactory to the Vendor, including, without limitation any opinion delivered in satisfaction of clause (ii) of the definition of Registrable Shares.  The Vendor will cause the Company, no later than five (5) trading days following the delivery by a Purchaser to the Company or the transfer agent (with notice to the Company) of a Restricted ADR representing such Purchased ADSs (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) and an opinion of counsel to the extent required by this Section, (such fifth trading day, the “Legend Removal Date”) deliver or cause to be delivered to or upon the order of such Purchaser Unrestricted ADRs representing such Purchased ADSs.  Such Unrestricted ADRs may be transmitted by the transfer agent to the Purchaser by crediting the account of the Purchaser’s prime broker with DTC as directed by such Purchaser.

Section 5.  Registration Expenses. (a)  The Vendor shall reimburse the Company all costs, fees and expenses solely incident to the Company’s performance of or compliance with this Agreement (as described in Section 5(b) below) incurred by the Company,provided that the Vendor shall not be required to reimburse the Company for any such costs, fees and expenses unless the Company has documented, t o the Vendor’s reasonable satisfaction, that such costs, fees and expenses are solely attributable to the Company’s performance of this Agreement. For the avoidance of doubt, the Vendor shall not be obligated hereunder to pay any amount to the Company in respect of (i) any Liquidated Damages Amount or (ii) any indemnity or contribution under Section 6 hereof.

(b)  The costs, fees and expenses incident to the Company’s performance of or compliance with this Agreement include, without limitation (i) all registration and filing fees, including FINRA filing fees, (ii) all fees and expenses of compliance with securities or Blue Sky laws of the United States and states therein, including reasonable and

9

documented fees and disbursements of local and special counsel in connection therewith, (iii) printing expenses (including expenses of printing certificates for Registrable Shares, if any), (iv) messenger, telephone and delivery expenses, (v) fees and disbursements of local and special counsel for the Company, (vi) fees and disbursements of all independent certified public accountants of the Company and all other persons retained by the Company in connection with such Registration Statement, (vii) all fees and expenses payable in connection with the Company maintaining the authorization for public offering in Argentina of the Shares, and the listing of such shares on the Buenos Aires Stock Exchange and any other stock exchange upon which the Company has Shares listed and (viii) all other reasonable co sts, fees and expenses incurred by the Company as a result of its performance or compliance with this Agreement.

(c)  The fees and expenses of any persons retained by the Purchaser, and any discounts, commissions or brokers’ fees or fees of similar securities industry professionals and any transfer taxes relating to the disposition of the Registrable Shares by the Purchaser, will be payable by the Purchaser and none of the Company or the Vendor will have any obligation to pay any such amounts.

Section 6.  Indemnification.   (a)  Indemnification by the Company.  The Vendor shall cause the Company, without limitation as to time, to agree to indemnify and hold harmless, to the full extent permitted by law, the Purchaser, the officers, directors and agents and employees of the Purchaser, each Person who controls the Purchaser (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, agents and employees of each such controlling person , to the fullest extent lawful, from and against any and all losses, claims, damages, liabilities, judgments, costs (including, without limitation, reasonable costs of investigation or preparation and reasonable attorneys’ fees) and expenses (collectively, “Losses”) incurred by or with respect to the Purchaser in its capacity as a seller of Registrable Shares pursuant to the Registration Statement or Prospectus, as incurred, arising out of or based upon any untrue or alleged untrue statement of a material fact contained in the Registration Statement or Prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or in the case of any prospectus or form of prospectus or amendment or supplement thereto, arising out of or based upon any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances in which they were made not misleading, except (i) insofar as the same are based upon information furnished in writing to the Company by or on behalf of the Purchaser expressly for use therein, (ii) in the case of an Interruption Period, the use by the Purchaser of an outdated or defective Prospectus until receipt of the copies of the supplemented or amended Prospectus contemplated by Section 4(f) hereof, or until the Purchaser receives Advice from the Company that the use of the applicable Prospectus may be resumed or (iii) to the extent that any such Losses arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission in a Registration Statement or Prospectus, if such untrue statement or alleged untrue statement, omission or alleged omission is corrected in an amendment or supplement to the Registration Statement or the Prospectus that is delivered or made available to the Purchaser and the Purchaser thereafter fails to deliver or make available

10

such Registration Statement or Prospectus as so amended or supplemented prior to or concurrently with the sale of the Registrable Shares to the person asserting such Losses; provided, however, that the indemnity agreement contained in this Section 6(a) shall not apply to any amount paid in settlement of any Losses if such settlement is effected without the prior written consent of the Company, which consent shall not be unreasonably withheld. In the event the Company does not enter into an agreement to so indemnify and hold harmless, the Vendor shall so indemnify and hold harmless.

(b)  Indemnification by Purchaser pursuant to this Agreement.  In connection with any Registration Statement under which the Purchaser is offering Registrable Shares pursuant to this Agreement, the Purchaser shall furnish to the Company in writing such information as the Company reasonably requests for use in connection with such Registration Statement or the related Prospectus and the Purchaser agrees to indemnify and hold harmless, to the full extent permitted by law, the Company, its directors, officers, agents or employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and the directors, officers, agents or employees of such controlling Persons, from and against all Losses, as incurred, arising out of or based upon any untrue or alleged untrue statement of a material fact contained in the Registration Statement or the related Prospectus or any amendment or supplement thereto, or any preliminary prospectus, or arising out of or based upon any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any prospectus or form of prospectus or amendment or supplement thereto, in light of the circumstances in which there were made), to the extent, but only to the extent, that such untrue or alleged untrue statement or omission or alleged omission is based upon information so furnished in writing by or on behalf of the Purchaser to the Company expressly for use in such Registration Statement or Prospectus or in any amendment or supplement thereto or in any preliminary prospectus.  The Company shall be entitled to r eceive customary indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution of such Registrable Shares with respect to information furnished in writing by such persons expressly for use in such Registration Statement or Prospectus.

(c)  Conduct of Indemnification Proceedings.  If any Person shall be entitled to indemnity hereunder (an “indemnified party”), such indemnified party shall give prompt written notice to the party from which such indemnity is sought (the “indemnifying party”) of any claim or of the commencement of any proceeding (including any investigation by any governmental authority) with respect to which such indemnified party seeks indemnification or contribution pursuant hereto; provided, however, that the delay or failure to so notify the indemnifying party shall not relieve the indemnifying party from any obligation or liability except to the extent that the indemnifying party has been prejudiced by such delay or failure.  The indemnifying party shall have the right, exercisable by giving written notice to an indemnified party promptly after the receipt of written notice from such indemnified party of such claim or proceeding, to assume, at the indemnifying party’s expense, the defense of any such claim or proceeding, with counsel reasonably satisfactory to such indemnified party; provided, however, that (i) an

11

indemnified party shall have the right to employ separate counsel in any such claim or proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless:  (1) the indemnifying party agrees to pay such fees and expenses; (2) the indemnifying party fails promptly to assume the defense of such claim or proceeding or fails to employ counsel reasonably satisfactory to such indemnified party; or (3) the named parties to any proceeding (including impleaded parties) include both such indemnified party and the indemnifying party, and such indemnified party shall have been advised by counsel that there may be one or more legal defenses available to it that are in addition to or are inconsistent with those available to the indemnifying party or that a conflict of interest is likely to exist among such indemnified party and any other indemnified parties (in which case the indemnifying party shall not have the right to assume the defense of such action on behalf of such indemnified party); and (ii) subject to clause (3) above, the indemnifying party shall not, in connection with any claim or proceeding or separate but substantially similar or related claim or proceedings in the same jurisdiction, arising out of the same general allegations of circumstances, be liable for the fees and expenses of more than one firm of attorneys (together with appropriate local counsel) at any time for all of the indemnified parties.  Whether or not such defense is assumed by the indemnifying party, such indemnifying party shall not be subject to any liability for any settlement made without its written consent.  The indemnifying party shall not consent to entry of any judgment or enter into any settlement that (A) does not i nclude as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release, in form and substance reasonably satisfactory to the indemnified party, from all liability in respect of such claim or litigation for which such indemnified party would be entitled to indemnification hereunderand (B) includes a statement as to, or an admission of, fault, culpability or a failure to act, by or on behalf of any indemnified party.

(e)  Contribution.  If the indemnification provided for in this Section 6 is applicable in accordance with its terms but is legally unavailable to an indemnified party in respect of any Losses, then each applicable indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Losses, in such proportion as is appropriate to reflect the relative fault of the indemnifying party, on the one hand, and such indemnified party, on the other hand, in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations.  The relative fault of such indemnifying party, on the one hand , and indemnified party, on the other hand, shall be determined by reference to, among other things, whether any action in question, including any untrue statement of a material fact or omission or alleged omission to state a material fact, has been taken by, or relates to information supplied by, such indemnifying party or indemnified party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent any such action, statement or omission.  The amount paid or payable by a party as a result of any Losses shall be deemed to include any legal or other fees or expenses incurred by such party in connection with any investigation or proceeding.  The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 6(e) were determined by pro rata allocation or by any other method of allocation that does not take account of the

12

equitable considerations referred to in the immediately preceding paragraph.  Notwithstanding the provision of this Section 6(e), the Purchaser shall not be required to contribute any amount which is in excess of the amount by which the total proceeds received by the Purchaser from the sale of the Registrable Shares sold by the Purchaser (net of all underwriting discounts and commissions) exceeds the amount of any damages that it has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.  No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

Section 7.     Damages.  If the Company (i) fails to keep continuously effective, supplemented and amended a Registration Statement pursuant to Section 2(c) hereof (except as provided for in Section 2(d) and 2(e) of this Agreement), (ii) fails to comply with the requirements of Section 8 of this Agreement, or (iii) fails to comply with the requirements of Section 4A (each such event a “Default”), then the Vendor shall pay or cause the Company to pay the Purchaser a penalty in cash in an amount equal to the Liquidated Damages Amount.  Accrued liquidated damages, if any, shall be payable within 45 days of the first Default and every 90 days thereafter if such Default is continuing.  This obligation to pay liquidated damages will cease on the date that all Defaults have been cured and shall be the Company’s sole liability for breach of Section 2(c), Section 4(a) or Section 8 of this Agreement.

Section 8.    Rule 144 Information.  With a view to making available the benefits of certain rules and regulations of the SEC which may at any time permit the sale of the Registrable Shares to the public without registration, the Vendor agrees to cause the Company to use commercially reasonable efforts to:

(a)           Make and keep public information available, as those terms are understood and defined in Rule 144 under the Securities Act, at all times that the Company is subject to the reporting requirements of the Securities Act or the Exchange Act, and for so long as the Company remains subject to the periodic reporting requirements under Section 13 or 15(d) of the Exchange Act.

(b)           Use commercially reasonable efforts to file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements).

(c)           Furnish to the Purchaser upon request a written statement by the Company as to its compliance with the reporting requirements of Rule 144 under the Securities Act, and of the Securities Act and the Securities Exchange Act, a copy of the most recent annual or quarterly report of the Company, and such other reports and documents of the Company and other information in as the Purchaser may reasonably request in availing itself of any rule or regulation of the SEC allowing the Purchaser to sell any

13

such securities without registration, provided that the Vendor shall have no obligation to cause the Company to provide any document that is available on the SEC’s EDGAR system.

Section 9.  Miscellaneous.  (a)  Termination.  This Agreement and the obligations of the Vendor and the Purchaser hereunder (other than Section 6 hereof and other than pursuant to the following sentence) shall terminate on the earlier of the first date on which (i) no Registrable Shares remain outstanding,  or (ii) eighteen months after the Closing (as defined in Section 2.02 of the Stock Purchase Agreement).

(b)  Notices.  All notices or communications hereunder shall be in writing (including telecopy or similar writing), addressed as follows:

(i)                To the Company:

YPF Sociedad Anónima

Macacha Güemes 515

C1106BKK Ciudad Autónoma de Buenos Aires, Argentina

Att:  Chief Financial Officer

Facsimile No.:  + 54 11 544 21 13

With a copy (which shall not constitute notice) to:

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, NY 10017

Att:  Nicholas A. Kronfeld

Facsimile No.: + 1 (212) 450-5950

(ii)              To the Vendor:

Repsol YPF S.A.

Paseo de la Castellana 278-280

28046 Madrid (Spain)

Att: Corporate Director Finance

Facsimile No.: + 34 90 255 51 34

With copies (which shall not constitute notice) to:

Repsol YPF S.A.

Paseo de la Castellana 278-280

28046 Madrid (Spain)

Att: Corporate Director Legal Services

Facsimile No.: + 34 91 348 40 86

Davis Polk & Wardwell LLP

450 Lexington Avenue

14

New York, NY 10017

Att:  Nicholas A. Kronfeld

Facsimile No.: + 1 (212) 450-5950

(iv)              To the Purchaser:

Eton Park Capital Management, L.P.

399 Park Ave., 10th Floor

New York, NY 10022

Att:   Marcy Engel, Chief Operating Officer and General Counsel

  Ricardo Salmon, Senior Managing Director

Facsimile No.: + 1 646 521 6360

With a copy (which shall not constitute notice) to:

Shearman & Sterling LLP

599 Lexington Ave

New York, NY 10022

Att:  Robert Treuhold, Esq.

Any such notice or communication shall be deemed given (i) when made, if made by hand delivery, (ii) upon transmission, if sent by confirmed telecopier, (iii) one Business Day after being deposited with a next-day courier, postage prepaid, or (iv) three Business Days after being sent certified or registered mail, return receipt requested, postage prepaid, in each case addressed as above (or to such other address or to such other telecopier number as such party may designate in writing from time to time).

(c)  Separability.  If any provision of this Agreement shall be declared to be invalid or unenforceable, in whole or in part, such invalidity or unenforceability shall not affect the remaining provisions hereof which shall remain in full force and effect.

(d)  Assignment.  This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, devisees, legatees, legal representatives, successors and assigns.  The rights to cause the Vendor to cause the Company to register Registrable Shares pursuant to Sections 2 and 3 may be assigned in connection with any transfer or assignment by the Purchaser of Registrable Shares, provided that such transfer may otherwise be effected in accordance with applicable securities laws and provided further that the Vendor at its sole discretion consents i n writing to such transfer.

(e)  Entire Agreement.  This Agreement represents the entire agreement of the parties and shall supersede any and all previous contracts, arrangements or understandings between the parties hereto with respect to the subject matter hereof.

(f)  Amendments and Waivers.  Except as otherwise provided herein, the provisions of this Agreement may not be amended, modified or supplemented, and

15

waivers or consents to departures from the provisions hereof may not be given, without the written consent of the Vendor and the Purchaser.

(g)  Publicity.  No public release or announcement concerning the transactions contemplated hereby shall be issued by any party without the prior consent of the other parties, except to the extent that such party is advised by counsel that such release or announcement is necessary or advisable under applicable law or the rules or regulations of any securities exchange, in which case the party required to make the release or announcement shall to the extent practicable provide the other parties with an opportunity to review and comment on such release or announcement in advance of its issuance.

(h)  Expenses.  Whether or not the transactions contemplated hereby are consummated, except as otherwise provided herein, all costs and expenses incurred in connection with the execution of this Agreement shall be paid by the party incurring such costs or expenses.

(i)  Interpretation.  The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

(j)  Counterparts.  This Agreement may be executed in two or more counterparts, all of which shall be one and the same agreement, and shall become effective when counterparts have been signed by each of the parties and delivered to each other party.

(k)  Governing Law.  THIS AGREEMENT, THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT, AND ANY CLAIM OR CONTROVERSY DIRECTLY OR INDIRECTLY BASED UPON OR ARISING OUT OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT (WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER THEORY), INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, SHALL IN ALL RESPECTS BE GOVERNED BY AND INTERPRETED, CONSTRUED, AND DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

(l)  Authorized Agent.  The Vendor agrees that any suit, action or proceeding against them brought by the Purchaser, the directors, officers, employees and agents of the Purchaser, or by any person who controls the Purchaser, arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any State or U.S. federal court in The City of New York and County of New York, and waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding.  The Vendor hereby appoints CT Corporation System, 111 8th Avenue, New York, NY 10016, as its authorized agent (the “Authorized Agent”) upon whom process may be served in any suit, action or proceeding arising out of or

16

based upon this Agreement or the transactions contemplated herein that may be instituted in any State or U.S. federal court in The City of New York and County of New York, by the Purchaser, the directors, officers, employees, Affiliates and agents of the Purchaser, or by any person who controls the Purchaser, and expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding.  The Vendor hereby represents and warrants that the Authorized Agent has accepted such appointment and has agreed to act as said agent for service of process, and it agrees to take any and all action, including the filing of any and all documents that may be necessary to continue such appointment in full force and effect as aforesaid.  Service of process upon the Authorized Agent shal l be deemed, in every respect, effective service of process upon the Vendor.

(m)  Additional Amounts.  All fees, payments, expense reimbursements and other amounts of any kind whatsoever required to be paid by the Vendor, or that the Vendor may be required to cause the Company to pay, pursuant to this Agreement shall be made free and clear of and without withholding or deduction for, or on account of, any taxes, duties, assessments, or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or on behalf of Argentina in the case of the Company and Spain in the case of the Vendor or any other political subdivision thereof, or any authority or agency thereof or therein having power to levy the same in the relevant jurisdiction, unless such withh olding or deduction is required by law or by the official, judicial or administrative interpretation thereof.  In such event, the Vendor will pay, or will cause the Company to pay, as applicable, such additional amounts (the “Additional Amounts”) as will result in the receipt by the Purchaser or such other party of such amounts as would have been received in respect of any such fees, payments, expense reimbursements and other amounts had no such taxes, duties, assessments or governmental charges been required to be withheld or deducted.

(n)  Currency.  Each reference in this Agreement to U.S. dollars  (the “relevant currency”), including by use of the symbol “$”, is of the essence.  To the fullest extent permitted by law, the obligation in respect of any amount due under this Agreement will, notwithstanding any payment in any other currency (whether pursuant to a judgment or otherwise), be discharged only to the extent of the amount in the relevant currency that the party entitled to receive such payment may, in accordance with its normal procedures, purchase with the sum paid in such other currency (after any premium and costs of excha nge) on the Business Day immediately following the day on which such party receives such payment.  If the amount in the relevant currency that may be so purchased for any reason falls short of the amount originally due, the Vendor will pay, or will cause the Company to pay, as applicable, such additional amounts, in the relevant currency, as may be necessary to compensate for the shortfall.  Any obligation not discharged by such payment will, to the fullest extent permitted by applicable law, be due as a separate and independent obligation and, until discharged as provided herein, will continue in full force and effect.

(o)  Waiver of Immunity.  To the extent that the Vendor has or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding,

17

from jurisdiction of any court or from set-off or any legal process (whether service or notice, attachment in aid or otherwise) with respect to itself or any of its property, the Vendor hereby irrevocably waives and agrees not to plead or claim such immunity in respect of its obligations under this Agreement.

(p)  Calculation of Time Periods.  Except as otherwise indicated, all periods of time referred to herein shall include all Saturdays, Sundays and holidays; provided, however, that if the date to perform the act or give any notice with respect to this Agreement shall fall on a day other than a Business Day, such act or notice may be timely performed or given if performed or given on the next succeeding Business Day.

(q)  Other Registration Rights Agreements. The Vendor has entered into a Registration Rights Agreement with other investors in connection with the purchase of ADSs of the Company by such investors contemporaneously herewith and such other Registration Rights Agreement provides for the registration of such ADSs and the underlying Class D shares of the Company.   The Vendor represents and warrants that it has provided the Purchaser with a true copy of such other Registration Rights Agreement (with the identity of the other investors redacted).

18

In Witness Whereof, the parties hereto have executed this Agreement as of the date and year first written above.

Repsol YPF, S.A.
By:	/s/ Fernando Ramírez Mazarredo
	Name: Fernando Ramírez Mazarredo
	Title: Chief Financial Officer

Eton Park Fund, L.P.
By:	Eton Park Capital Management, L.P., its Investment Manager
By:	/s/ Marcy Engel
	Name: Marcy Engel
	Title: Chief Operating Officer & General Counsel Eton Park Capital Management, L.P.

19

Exhibit A

Warrant Agreement

[Filed as Exhibit 99.4]

Exhibit B

Plan of Distribution

The selling security holders and their successors, which term includes their transferees, pledgees or donees or their successors may sell the YPF ADSs directly to purchasers or through underwriters, broker-dealers or agents, who may receive compensation in the form of discounts, concessions or commissions from the selling security holders or the purchasers.  These discounts, concessions or commissions as to any particular underwriter, broker-dealer or agent may be in excess of those customary in the types of transactions involved.

The YPF ADSs may be sold in one or more transactions at:

•      fixed prices;

•      prevailing market prices at the time of sale;

•      prices related to the prevailing market prices;

•      varying prices determined at the time of sale; or

•      negotiated prices.

These sales may be effected in transactions:

• on any national securities exchange or quotation service on which the YPF ADSs may be listed or quoted at the time of sale, including the NYSE;

•      in the over-the-counter market;

• otherwise than on such exchanges or services or in the over-the-counter market;

• through the writing of options, whether the options are listed on an options exchange or otherwise;

• ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

• block trades in which the broker-dealer will attempt to sell the YPF ADSs as agent but may position and resell a portion of the block as principal to facilitate the transaction;

• purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

• an exchange distribution in accordance with the rules of the applicable exchange;

• privately negotiated transactions;

• through the settlement of short sales;

• sales pursuant to Rule 144;

• a combination of any such methods of sale; and

• any other method permitted pursuant to applicable law.

As set out above, these transactions may include block transactions or crosses. Crosses are transactions in which the same broker acts as agent on both sides of the trade.

Brokers or dealers engaged by the selling security holders may arrange for other broker-dealers to participate in selling ADRs.  Broker-dealers may receive commissions or discounts from the selling security holders (or, if any broker-dealer acts as agent for the purchases of ADRs, from the purchaser) in amounts to be negotiated.

In connection with the sale of the YPF ADSs or otherwise, the selling security holders may enter into hedging transactions with broker-dealers or other financial institutions. These broker-dealers or financial institutions may in turn engage in short sales of YPF ADSs in the course of hedging the positions they assume with selling security holders.  The selling security holders may also sell the YPF ADSs short and deliver these securities to close out such short positions, or loan or pledge the YPF ADSs to broker-dealers that in turn may sell these securities.

The aggregate proceeds to the selling security holders from the sale of the YPF ADSs offered by them hereby will be the purchase price of the YPF ADSs less discounts and commissions, if any. Each of the selling security holders reserves the right to accept and, together with their agents from time to time, to reject, in whole or in part, any proposed purchase of YPF ADSs to be made directly or through agents. We will not receive any of the proceeds from the sale of the YPF ADSs.

In order to comply with the securities laws of some states, if applicable, the YPF ADSs may be sold in these jurisdictions only through registered or licensed brokers or dealers.

Profits on the sale of the YPF ADSs by selling security holders and any discounts, commissions or concessions received by any broker-dealers or agents might be deemed to be underwriting discounts and commissions under the Securities Act. Selling security holders who are deemed to be “underwriters” within the meaning of Section 2(11) of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act. To the extent the selling security holders may be deemed to be “underwriters,” they

may be subject to statutory liabilities, including, but not limited to, Sections 11, 12 and 17 of the Securities Act.

The selling security holders and any other person participating in a distribution will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder. Regulation M of the Exchange Act may limit the timing of purchases and sales of any of the securities by the selling security holders and any other person. In addition, Regulation M may restrict the ability of any person engaged in the distribution of the securities to engage in market-making activities with respect to the particular securities being distributed for a period of up to five business days before the distribution. The selling security holders have acknowledged that they understand their obligations to comply with the provisions of the Exchange Act and the rules thereunder relating to stock manipulation, particularly Regulation M, and have agre ed that they will not engage in any transaction in violation of such provisions.

To our knowledge, there are currently no plans, arrangements or understandings between any selling security holder and any underwriter, broker-dealer or agent regarding the sale of the YPF ADSs by the selling security holders.

A selling security holder may decide not to sell any YPF ADSs described in this prospectus.  Any securities covered by this prospectus which qualify for sale pursuant to Rule 144 or Rule 144A of the Securities Act may be sold under Rule 144 or Rule 144A rather than pursuant to this prospectus. In addition, a selling security holder may transfer, devise or gift the YPF ADSs by other means not described in this prospectus.

With respect to a particular offering of the YPF ADSs, to the extent required, an accompanying prospectus supplement or, if appropriate, a post-effective amendment to the registration statement of which this prospectus is a part will be prepared and will set forth the following information:

•      the specific YPF ADSs to be offered and sold;

•      the names of the selling security holders;

• the respective purchase prices and public offering prices and other material terms of the offering;

•      the names of any participating agents, broker-dealers or underwriters; and

• any applicable commissions, discounts, concessions and other items constituting, compensation from the selling security holders.

We entered into the registration rights agreements to facilitate the sale by Repsol YPF of our securities pursuant to the Stock Purchase Transactions and the Option described under “Selling Shareholders”. See “Selling Shareholders”. The registration rights agreements provide that the selling shareholders and we will indemnify each other

and our and their respective directors, officers and controlling persons against specific liabilities in connection with the offer and sale of the Shares, including in the form of ADSs, including liabilities under the Securities Act, or will be entitled to contribution in connection with those liabilities. Repsol YPF will pay all of our expenses incidental to the registration, offering and sale of the Shares, including in the form of ADSs, to the public, and each selling shareholder will be responsible for payment of commissions, concessions, fees and discounts of underwriters, broker-dealers and agents.

Exhibit C

NEITHER THE ADSs EVIDENCED HEREBY NOR THE SHARES UNDERLYING SUCH ADSs HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND NEITHER THE ADSs NOR THE SHARES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) (1) PURSUANT TO A TRANSACTION THAT IN THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO REPSOL YPF S.A. IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES.  IN ADDITION, THE SHARES UNDERLYING THE ADSs EVIDENCED HEREBY MAY BE OFFERED AND SOLD IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT.

EX-99.7

Exhibit 99.7

STOCK PURCHASE AGREEMENT

Stock Purchase Agreement (this “Agreement”) dated as of December 22, 2010 between Repsol YPF, S.A., a limited liability company (sociedad anónima) duly organized on November 12, 1986, under the laws of the Kingdom of Spain (the “Vendor”), and the several purchasers named in Exhibit A hereto (each, a “Purchaser” and, collectively, the “Purchasers”).  Hereinafter, the Vendor and the Purchasers shall jointly be referred to as the “Parties, 221; and each one of them individually as a “Party.”

WHEREAS, YPF, S.A. (the “Company”) is a limited liability company (sociedad anónima) organized under the laws of Argentina, 83.10% of the capital stock of which is directly or indirectly owned by the Vendor.

WHEREAS, each Purchaser desires to purchase the number of American Depositary Shares of the Company, each representing one Class D share of the Company, par value 10 pesos per share, set forth in Exhibit A (collectively, the “ADSs”).

WHEREAS, the ADSs were issued under the Amended and Restated Deposit Agreement dated as of November 13, 2009 among the Company, The Bank of New York Mellon as Depositary and the holders from time to time of American Depositary Receipts issued thereunder.

WHEREAS, the Vendor and the Purchasers have agreed to enter into a Put Option Agreement pursuant to which the Purchasers may sell part of the ADSs to the Vendor, substantially in the form of Exhibit B attached hereto.

WHEREAS, on this date, and simultaneously with the signing of this Agreement, the Vendor and the Purchasers have entered into a registration rights agreement with respect to the ADSs.

NOW, THEREFORE, in consideration of the promises and of the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:

ARTICLE 1

Definitions

Section 1.01.  Definitions.  The following terms, as used herein, have the following meanings:

“Applicable Law” means, with respect to any Person, any federal, state or local law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, order, injunction, judgment, decree, ruling or other similar requirement enacted, adopted, promulgated or applied by a Governmental Body that is binding upon or applicable to such Person, as amended unless expressly specified otherwise.

“Business Day” means a day, other than Saturday, Sunday or other day on which commercial banks in New York, New York or Madrid, Spain or Buenos Aires, Argentina are authorized or required by Applicable Law to close.

“Governmental Body” means any governmental body, agency or official of any country or political subdivision of any country, including any federal, national, supranational, state, provincial, local or other government, governmental, regulatory or administrative authority (including any self-regulatory organization), agency or commission or any court, tribunal, or judicial or arbitral body.

“Person” means an individual, corporation, limited liability company, partnership, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.

ARTICLE 2

Purchase and Sale

Section 2.01.  Purchase and Sale.  Upon the terms and subject to the conditions of this Agreement, the Vendor agrees to sell to the Purchasers, and each Purchaser agrees to purchase from the Vendor, the number of ADSs set forth in Exhibit A in respect of each such Purchaser at the Closing for a purchase price of US$39 per Firm ADS and the aggregate purchase price set forth in Exhibit A, which purchase price shall be paid as provided in ‎Se ction 2.02. The ADSs may be delivered by the Vendor or by subsidiaries of the Vendor.

Section 2.02.  Closing.  (a)  The closing (the “Closing”) of the purchase and sale of the ADSs hereunder shall take place at the offices of Davis Polk & Wardwell LLP on December 23, 2010.

           (b)           At or prior to the Closing the Vendor shall deliver to a representative designated by each Purchaser a physical American Depositary Receipt (“ADR”) representing the number of ADSs set forth in Exhibit A in respect of each such Purchaser, which physical ADR shall bear the following legend:

NEITHER THE ADSs EVIDENCED HEREBY NOR THE SHARES UNDERLYING SUCH ADSs HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND NEITHER THE ADSs NOR THE SHARES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) (1) PURSUANT TO A TRANSACTION THAT IN THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO REPSOL YPF S.A. IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES.  IN ADDITION, THE SHARES UNDERLYING THE ADSs EVIDENCED HEREBY MAY BE OFFERED AND

2

SOLD IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT.

(c)           At the Closing, contingent on the delivery in Section 2.02(b) having occurred, each Purchaser shall deliver the cash purchase price payable pursuant to Section 2.01 to the Vendor, in immediately available funds by wire transfer to an account designated by the Vendor by notice to the Purchasers prior to the Closing.

(d)           The Parties agree to enter into a Put Option Agreement substantially in the form set forth as Exhibit B hereto simultaneously with the Closing.

ARTICLE 3

Representations and Warranties of The Vendor

The Vendor hereby represents and warrants to the Purchasers that:

Section 3.01.  Organization and Existence.  The Vendor is a corporation (sociedad anónima) duly organized and validly existing under the laws of the Kingdom of Spain.

Section 3.02.  Authorization.  The execution, delivery and performance by the Vendor of this Agreement and the consummation by the Vendor of the transactions contemplated hereby are within the powers of the Vendor and have been duly authorized by all necessary action on the part of the Vendor.  This Agreement constitutes the valid and binding agreement of the Vendor, enforceable against the Vendor in accordance with its terms.

Section 3.03.  Governmental and Court Authorization.  The execution, delivery and performance by the Vendor of this Agreement and the consummation by the Vendor of the transactions contemplated hereby require no action by, or in respect of, or consent, approval or authorization of, or filing, registration or qualification with, any Governmental Body.

Section 3.04.  Non-contravention.  The execution, delivery and performance by the Vendor of this Agreement do not and shall not (i) contravene or conflict with the articles of incorporation, bylaws or other organizational document binding on the Vendor, (ii) contravene or conflict with or constitute a violation of any Applicable Law binding upon or applicable to the Vendor or (iii) require any consent, approval or other action by any Person or constitute a default under or give rise to any right of termination, cancellation or acceleration of any right or obligation of the Vendor or to a loss of any benefit to which the Vendor is entitled under any agreement, contract, indenture, lease or other instrument binding upon the Vendor or any license, franchise, permit or other similar authorization held by the Vendor.

Section 3.05.  Title to the ADSs.  The Vendor has valid title to the ADSs to be sold under this Agreement free and clear of all security interests, claims, liens, equities or other encumbrances.

3

Section 3.06.  The sale of the ADSs by the Vendor pursuant to this Agreement is not prompted by any material information concerning the Company or any of its subsidiaries that is not on file with or has not been submitted to the Securities and Exchange Commission (the “SEC”).

Section 3.07.  The Vendor has no knowledge of any material fact or information concerning the Company, or the operations, assets, condition, financial or otherwise, or prospects of the Company which is required under applicable law to be made generally available to the public and which has not been, or is not being, or will not be, made generally available to the public through information that is on file with or submitted to the SEC.

ARTICLE 4

Representations and Warranties of The Purchasers

Section 4.01.  Private Placement.  Each of the Purchasers hereby represents and warrants to and agrees with the Vendor that:

(i)           Neither the ADSs evidenced hereby nor the shares underlying such ADSs have been registered under the Securities Act and neither the ADSs nor the shares may be offered, sold, pledged or otherwise transferred except (a) (1) pursuant to a transaction that in the opinion of counsel reasonably satisfactory to the Vendor is exempt from registration under the Securities Act or (2) pursuant to an effective registration statement under the Securities Act and (b) in accordance with all applicable securities laws of the states of the United States.  In addition, the shares underlying the ADSs evidenced hereby may be offered and sold in an offshore transaction complying with Rule 903 or Rule 904 of Regulation S under the Securities Act;

(ii)           It is a “qualified institutional buyer” as defined in Rule 144A (a “QIB”) under the Securities Act;

(iii)           It is acquiring the ADSs for its own account or for one or more accounts (each of which is a QIB and as to each of which it exercises sole investment discretion and for each of which it has full power to make the acknowledgments, representations and agreements herein) and not with a view to, or for sale in connection with, any public resale or distribution thereof;

(iv)           It understands that no offering circular or prospectus will be provided or prepared in connection with the offer and sale of the ADSs;

(v)           It has conducted its own investigation of the ADSs and the Vendor has not made any representation to it, express or implied, with respect to the ADSs or the Company.  It has received and reviewed all financial and other information that it believes is necessary or appropriate in connection with its decision to purchase the ADSs;

4

(vi)           It represents that it has such knowledge and experience in financial and business matters (including investments in unregistered equity securities of non-U.S. issuers) as to enable it to evaluate the merits and risk of its investment in the ADSs and that it and any accounts for which it is acting is able to bear the economic risk of investing in and holding such ADSs;

(vii)           It understands that the ADSs are being offered in a transaction not involving any public offering in the United States within the meaning of the Securities Act;

(viii)           It understands that no representation is being made as to the availability of Rule 144 or any other exemption under the Securities Act for the reoffer, resale, pledge or transfer of the ADSs;

Section 4.02.  Organization and Existence.  Each of the Purchasers hereby represents and warrants that it is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation.

Section 4.03.  Authorization.  Each of the Purchasers hereby represents and warrants that the execution, delivery and performance by such Purchaser of this Agreement and the consummation by such Purchaser of the transactions contemplated hereby are within its powers and have been duly authorized by all necessary action on its part.  This Agreement constitutes a valid and binding agreement enforceable against the Purchaser in accordance with its terms.

Section 4.04.  Governmental and Court Authorization.  Each of the Purchasers hereby represents and warrants that the execution, delivery and performance by such Purchaser of this Agreement and the consummation by such Purchaser of the transactions contemplated hereby require no action by, or in respect of, or consent, approval or authorization of, or filing, registration or qualification with, any Governmental Body.

Section 4.05.  Non-contravention.  Each of the Purchasers hereby represents and warrants that the execution, delivery and performance by such Purchaser of this Agreement do not and shall not (i) contravene or conflict with the articles of incorporation, bylaws or other organizational document binding on the Purchaser, (ii) contravene or conflict with or constitute a violation of any Applicable Law binding upon or applicable to the Purchaser or (iii) require any consent, approval or other action by any Person or constitute a default under or give rise to any right of termination, cancellation or acceleration of any right or obligation of the Purchaser or to a loss of any benefit to which the Purchaser is entitled under any agreement, contract, indenture, lease or other instrument binding upon the Purchaser or any license, franchise, permit or other similar authorization held by the Purchaser.

5

ARTICLE 5

Miscellaneous

Section 5.01.  Notices.  All notices, requests and other communications to any Party hereunder shall be in writing (including facsimile transmission) and shall be given:

if to the Vendor, to:

Repsol YPF S.A.

Paseo de la Castellana 278-280

28046 Madrid (Spain)

Att: Corporate Director Finance

Facsimile No.: + 34 90 255 51 34

with copies (which shall not constitute notice) to:

Repsol YPF S.A.

Paseo de la Castellana 278-280

28046 Madrid (Spain)

Att: Corporate Director Legal Services

Facsimile No.: + 34 91 348 40 86

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, NY 10017

Att:  Nicholas A. Kronfeld

Facsimile No.: + 1 (212) 450-5950

if to Purchasers, to:

Capital International, Inc.

333 South Hope Street

Los Angeles, CA 90071

Attn:  Legal

Facsimile No.: + 1-213-486-9034

or such other address or facsimile number as such Party may hereafter specify for the purpose by notice to the other Party hereto.  All such notices, requests and other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to 5:00 p.m. in the place of receipt and such day is a Business Day in the place of receipt.  Otherwise, any such notice, request or communication shall be deemed not to have been received until the next succeeding Business Day in the place of receipt.

Section 5.02.  Amendments; Waivers.  (a) Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each Party to this Agreement, or in the case of a waiver, by the Party against whom the waiver is to be effective.

6

(b)No failure or delay by any Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.  The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

Section 5.03.Expenses.  All costs and expenses (including legal fees and expenses) incurred in connection with this Agreement shall be paid by the Party incurring such costs or expenses.

Section 5.04.Successors and Assigns.  The provisions of this Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and assigns; provided that no Party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of the other Party hereto.

Section 5.05.Governing Law.  This Agreement shall be construed in accordance with and governed by the internal law of the State of New York, without regard to the conflicts of law rules of such state.

Section 5.06.Jurisdiction.  Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby may be brought against any of the Parties in any United States District Court for the Southern District of New York or any New York State court sitting in New York City, so long as one of such courts shall have subject matter jurisdiction over such suit, action or proceeding, and that any cause of action arising out of this Agreement shall be deemed to have arisen from a transaction of business in the State of New York, and each o f the Parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection it may now have or hereafter have to venue laid therein or that any such suit, action or proceeding which is brought in such court has been brought in an inconvenient forum.  Process in any such suit, action or proceeding may be served on any Party anywhere in the world, whether within or without the jurisdiction of any such court.  Without limiting the foregoing, each Party agrees that service of process on such Party as provided in ‎Section 5.01 shall be deemed effective service of process on such Party.

Section 5.07.  WAIVER OF JURY TRIAL.  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 5.08.Counterparts; Effectiveness.  This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.  This Agreement shall become effective when each Party hereto shall have received a counterpart hereof signed by the other Party hereto.

7

Section 5.09.Entire Agreement; Third-Party Beneficiaries.  This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements, understandings and negotiations, both written and oral, between the Parties with respect to the subject matter of this Agreement.  No representation, inducement, promise, understanding, condition or warranty of either Party hereto not set forth herein has been made or relied upon by any Party hereto.  Neither this Agreement nor any provision hereof is intended to confer upon any Person other than the Parties hereto a ny rights or remedies hereunder.

Section 5.10.Captions.  The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof.

Section 5.11.Survival.  The covenants, agreements, representations and warranties of the Parties hereto contained in this Agreement or in any certificate or other writing delivered pursuant hereto or in connection herewith shall survive the Closing.

Section 5.12.  Severability.  If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.  Upon such a determination, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner so that the transa ctions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

Section 5.13.  Publicity.  No public release or announcement concerning the transactions contemplated hereby shall be issued by any Party without the prior consent of the other Party, except to the extent that such Party is advised by counsel that such release or announcement is necessary or advisable under applicable law or the rules or regulations of any securities exchange, in which case the Party required to make the release or announcement shall to the extent practicable provide the other Party with an opportunity to review and comment on such release or announcement in advance of its issuance.

8

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly executed as of the day and year first above written.

Repsol YPF, S.A.
By:	/s/ Fernando Ramírez Mazarredo
	Name: Fernando Ramírez Mazarredo
	Title: Chief Financial Officer

THE PARTIES LISTED ON EXHIBIT A HERETO
By:	Capital International, Inc.

By:	/s/ Mark E. Brubaker
	Name: Mark E. Brubaker
	Title: Senior Vice President

Exhibit A

	ADSs
Purchaser	Number		Purchase Price
Capital Guardian Emerging Markets Equity Master Fund		76,300	$	2,975,700
Capital Guardian Emerging Markets Equity DC Master Fund		169,500	$	6,610,500
Capital International Emerging Markets Fund		1,990,000	$	77,610,000
Capital Guardian Emerging Markets Equity Fund for Tax-Exempt Trusts		32,600	$	1,271,400
Emerging Markets Growth Fund, Inc.		3,811,590	$	148,652,010
Capital Guardian Emerging Markets Restricted Equity Fund for Tax-Exempt Trusts		71,200	$	2,776,800
Capital International Emerging Markets Total Opportunities		99,300	$	3,872,700
Capital Guardian Emerging Markets Total Opportunities Master Fund		33,900	$	1,322,100
Capital Guardian Emerging Markets Total Opportunities Fund for Tax-Exempt Trusts		125,867	$	4,908,813
		6,410,257	$	250,000,023

Exhibit B

Put Option Agreement

[Filed as Exhibits 99.8, 99.9, 99.10, 99.11, 99.12, 99.13, 99.14, 99.15 and 99.16]

EX-99.8

Exhibit 99.8

EXECUTION VERSION

PUT OPTION AGREEMENT

dated as of December 23, 2010

between

Repsol YPF, S.A.

as Seller

and

Capital Guardian Emerging Markets Equity Master Fund

as Purchaser

TABLE OF CONTENTS

Page

ARTICLE 1
Definitions
Section 1.01.	Certain Definitions	1
ARTICLE 2
Issuance, Execution and Transfer of Put Options
Section 2.01.	Purchase and Sale	4
Section 2.02.	Issuance of Put Options	5
Section 2.03.	Limitations on Transfer	5
ARTICLE 3
Exercise and Settlement of Put Options
Section 3.01.	Exercise of Put Options	5
Section 3.02.	Settlement of Put Options	5
Section 3.03.	Delivery of ADSs	6
Section 3.04.	No Fractional ADSs to Be Delivered	6
Section 3.05.	Calculations Determined by Seller	6
ARTICLE 4
Adjustments
Section 4.01.	Adjustments to Exercise Price	6
Section 4.02.	Adjustments to Number of Put Options	8
Section 4.03.	Pass-Through of Dividends and Distributions.	9
Section 4.04.	Restrictions on Adjustments	10
Section 4.05.	Recapitalizations, Reclassifications and Other Changes	10
Section 4.06.	Common Stock Outstanding.	12
Section 4.07.	Seller’s Determinations Final	12
Section 4.08.	Notice of Adjustments	12
ARTICLE 5
Other Provisions Relating to Rights of Holder
Section 5.01.	Amendments	12

i

ARTICLE 6
Representations, Warranties and Covenants of the Seller
Section 6.01.	Organization and Existence	13
Section 6.02.	Authorization	13
Section 6.03.	Governmental and Court Authorization	13
Section 6.04.	Non-contravention	13
ARTICLE 7
Representations and Warranties of The Purchaser
Section 7.01.	Private Placement	13
Section 7.02.	Organization and Existence	14
Section 7.03.	Authorization	14
Section 7.04.	Governmental and Court Authorization	14
Section 7.05.	Non-contravention	15
Section 7.06.	Title to the ADSs	15
ARTICLE 8
Other Matters
Section 8.01.	Payment of Certain Taxes	15
Section 8.02.	Notices	15
Section 8.03.	Governing Law	16
Section 8.04.	Jurisdiction	16
Section 8.05.	Captions	17
Section 8.08.	Counterparts; Effectiveness	17
Section 8.09.	Severability	17
EXHIBIT A	FORM OF EXERCISE NOTICE	A-1

ii

PUT OPTION AGREEMENT

This Put Option Agreement dated as of December 23, 2010 is between REPSOL YPF, S.A., a corporation organized under the laws of the Kingdom of Spain (the “Seller”), and Capital Guardian Emerging Markets Equity Master Fund (the “Purchaser”).

WITNESSETH THAT:

WHEREAS, pursuant to a Stock Purchase Agreement dated as of December 22, 2010, Seller has agreed to sell and Purchaser has agreed to purchase from Seller 76,300 ADSs (as defined below);

WHEREAS, in connection with such sale and purchase, Purchaser, and each Permitted Transferee, (collectively, the “Purchasers”) collectively desire to purchase from Seller and Seller desires to sell to Purchasers, in the aggregate, a Number of Put Options necessary to reduce the total number of ADSs purchased from Seller by Purchasers to no more than 15% of the Free Float of the ADSs, determined as of the Trading Day immediately preceding the Determination Date;

NOW THEREFORE in consideration of the mutual agreements herein contained, the Seller and the Purchaser agree as follows:

ARTICLE 1

Definitions

Section 1.01.  Certain Definitions.  As used in this Put Option Agreement, the following terms shall have their respective meanings set forth below:

“$” refers to such coin or currency of the United States as at any time of payment is legal tender for the payment of public and private debts.

“ADS” means American Depositary Shares of the Issuer evidenced by American Depositary Receipts and issued pursuant to the Deposit Agreement.

“Affiliate” means a Person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the Issuer.

“Applicable Law” means, with respect to any Person, any federal, state or local law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, order, injunction, judgment, decree, ruling or other similar requirement enacted, adopted, promulgated or applied by a Governmental Body that is binding upon or applicable to such Person, as amended unless expressly specified otherwise.

1

“Board of Directors” means the board of directors of the Seller or any committee of such board of directors duly authorized to exercise the power of such board of directors with respect to the matters provided for in this Put Option Agreement as to which the board of directors is authorized or required to act.

“Business Day” means a day, other than Saturday, Sunday or other day on which commercial banks in New York, New York or Madrid, Spain or Buenos Aires, Argentina are authorized or required by Applicable Law to close.

“Capital Stock” means any and all shares, interests, participations or other equivalents (however designated) of capital stock of the Issuer and all warrants or options to acquire such capital stock.

“Cash” means such coin or currency of the United States as at any time of payment is legal tender for the payment of public and private debts.

“Close of Business” means 5:00 p.m. New York City time.

“Common Stock” means Class D Common Stock, par value 10 Argentinian pesos per share, of the Issuer, subject to ‎Section 4.05.

“Deposit Agreement” means the Amended and Restated Deposit Agreement dated as of November 13, 2009 between the Issuer and Depositary (as the same may be amended, restated or replaced from time to time).

“Depositary” The Bank of New York Mellon, acting as depositary under the Deposit Agreement (and any successor or replacement thereto).

“Determination Date” means December 22, 2011.

“Distributed Property” has the meaning set forth in ‎Section 4.03.

“Exercise Date” has the meaning set forth in ‎Section 3.01.

“Exercise Notice” means, for any Put Option, the exercise notice substantially in the form set forth in Exhibit A hereto.

“Exercise Price” means initially $39.00 per Put Option, subject to adjustment pursuant to ‎Article 4.

“Expiration Date” means, for any Put Option, January 23, 2012, regardless of whether such date is a Trading Day.

“Free Float” means the aggregate number of shares of Common Stock (including shares of Common Stock underlying ADSs) held by non-Affiliates of

2

the Issuer and eligible for resale (in the case of shares of Common Stock, upon conversion into ADSs) without restriction on the New York Stock Exchange.

“Full Physical Share Amount” has the meaning set forth in ‎Section 3.02.

“Governmental Body” means any governmental body, agency or official of any country or political subdivision of any country, including any federal, national, supranational, state, provincial, local or other government, governmental, regulatory or administrative authority (including any self-regulatory organization), agency or commission or any court, tribunal, or judicial or arbitral body.

“Holder” means the Purchaser.

“Issuer” means YPF Sociedad AnÓnima.

“Number of Put Options” means 76,300; provided that the Number of Put Options shall be reduced, as of the Trading Day prior to the Determination Date, by 0.178% of the Free Float as of the Trading Day prior to the Determination Date, rounded up to the nearest whole number; provided further that if such reduction results in a negative number, the Number of Put Options will be deemed to be zero.  The Number of Put Options shall be subject to adjustment pursuant to ‎Section 4.02.

“Open of Business” means 9:00 a.m., New York City time.

“Permitted Transferee” means each of Capital Guardian Emerging Markets Equity DC Master Fund, Capital International Emerging Markets Fund, Capital Guardian Emerging Markets Equity Fund for Tax-Exempt Trusts, Emerging Markets Growth Fund, Inc., Capital Guardian Emerging Markets Restricted Equity Fund for Tax-Exempt Trusts, Capital International Emerging Markets Total Opportunities, Capital Guardian Emerging Markets Total Opportunities Master Fund and Capital Guardian Emerging Markets Total Opportunities Fund for Tax-Exempt Trusts.

“Person” means an individual, partnership, firm, corporation, business trust, joint stock company, trust, unincorporated association, joint venture, governmental authority or other entity of whatever nature.

“Put Option” means a Put Option of the Seller exercisable for one ADS of the Issuer, subject to adjustment as provided herein, and issued pursuant to this Put Option Agreement with the terms, conditions and rights set forth in this Put Option Agreement.

“Recapture Period” has the meaning set forth in ‎Section 4.03.

3

“Record Date” means, with respect to any dividend, distribution or other transaction or event in which the holders of ADSs have the right to receive any Cash, securities or other property or in which ADSs (or other applicable security) is exchanged for or converted into any combination of Cash, securities or other property, the date fixed for determination of holders of ADSs entitled to receive such Cash, securities or other property (whether such date is fixed by the Board of Directors or by statute, contract or otherwise).

“Reference Property” has the meaning set forth in ‎Section 4.05.

“Reorganization Event” has the meaning set forth in ‎Section 4.05.

“SEC” means Securities and Exchange Commission of the United States.

“Securities Act” means the Securities Act of 1933, as amended.

“Settlement Date” means, in respect of a Put Option that is exercised hereunder, the third Trading Day immediately following the Exercise Date.

“Stock Purchase Agreement” means the Stock Purchase Agreement dated as of December 22, 2010 between the Seller and the Purchaser.

“Trading Day” means (i) if the applicable security is listed on the New York Stock Exchange, a day on which trades may be made thereon or (ii) if the applicable security is listed or admitted for trading on the American Stock Exchange, the NASDAQ Global Select Market, the NASDAQ Global Market or other national securities exchange or market, a day on which the American Stock Exchange, the NASDAQ Global Select Market, the NASDAQ Global Market or such other national securities exchange or market is open for business or (iii) if the applicable security is not so listed, admitted for trading or quoted, any Business Day in New York City, New York.

“Unit of Reference Property” has the meaning set forth in ‎Section 4.05.

ARTICLE 2

Issuance, Execution and Transfer of Put Options

Section 2.01.  Purchase and Sale.  Upon the terms and subject to the conditions of this Put Option Agreement, the Seller agrees to sell to the Purchaser, and the Purchaser agrees to purchase from the Seller, the Number of Put Options in consideration for Purchaser’s agreement to purchase all of the ADSs to be purchased pursuant to the Stock Purchase Agreement.

4

Section 2.02. Issuance of Put Options.  The Number of Put Options issued hereunder shall be represented by this Put Option Agreement.  The issue date of the Put Options shall be the date of the Closing (as defined in the Stock Purchase Agreement). The Put Options issued to the Purchaser at the Closing shall be the only Put Options issued or outstanding under this Put Option Agreement. All Put Options issued under this Put Option Agreement shall in all respects be equally and ratably entitled to the benefits hereof, without preference, priority, or distinction.

Section 2.03.  Limitations on Transfer.Except as set forth in the immediately succeeding sentence, neither this Put Option Agreement, the Put Options evidenced hereby nor any interest or obligation in or under this Put Option Agreement may be directly or indirectly transferred, assigned or otherwise disposed of (whether by way of security or otherwise) by the Purchaser without the prior written consent of the Seller. The Purchaser shall be permitted to transfer or assign the Put Options evidenced hereby and its interests an d obligations under this Put Option Agreement to any Permitted Transferee.  In connection with any transfer or assignment pursuant to the immediately preceding sentence, the Purchaser shall give the Seller prompt written notice of such transfer or assignment, the number of Put Options that have been transferred or assigned and the identity of the relevant transferee or assignee.

ARTICLE 3

Exercise and Settlement of Put Options

Section 3.01.  Exercise of Put Options.During the period beginning at the Open of Business on the Determination Date and ending at the Close of Business on the Expiration Date, the Holder shall be entitled to exercise, in accordance with this ‎Article 3, the full Number of Put Options or any portion thereof (which shall not include any fractional Put Options) by delivering a duly completed and executed Exercise Notice to the Seller; provided that the Holder shall not be entitled to deliver more than one Exercise Notice to the Seller.  Any Put Options not exercised prior to the Close of Business on the Expiration Date shall expire unexercised. The date on which the Holder complies with the requirements for exercise set forth in this ‎Section 3.01 in respect of one or more Put Options is the “Exercise Date” for such Put Options.  However, if such date is not a Trading Day or the Holder satisfies such requirements after the Close of Business on a Trading Day, then the Exercise Date shall be the immediately succeeding Trading Day.  The Seller shall notify the Holder, not later than the Open of Business on the Determination Date of the Number of Put Options.

Section 3.02.  Settlement of Put Options.  For each Put Option exercised hereunder, (i) prior to 11:00 a.m., New York City time, on the Settlement Date, the Holder shall cause to be delivered to the Seller one ADS (the “Full Physical

5

Share Amount”) together with, if applicable, any dividends or distributions (or payments in respect thereof) as set forth in ‎Section 4.03, and (ii) on the Settlement Date, following rece ipt by the Holder of such amounts as set forth in clause ‎(i) above, the Seller shall pay the Exercise Price (determined as of such Exercise Date), by federal wire or other immediately available funds payable to the order of the Holder and notified to the Seller in accordance with ‎Section 8.02.

Section 3.03.  Delivery of ADSs.  (a) In connection with the exercise of any Put Options pursuant to ‎Section 3.02, the Holder shall deliver to the Seller a number of ADSs equal to the Number of Put Options that the Holder so exercises.

(b)The Seller shall for all purposes be deemed to have become the holder of record of any ADSs delivered upon exercise of the Put Options represented by this Put Option Agreement as of the Close of Business on the later of the Exercise Date and the date of payment by the Seller of the Exercise Price in accordance with ‎Section 3.02.  However, if any such date is a date when the ADS transfer books of the Depositary are closed, the Seller shall be deemed to have become the holder of such ADSs at the Close of Business on the next succeeding date on which the ADS transfer books of the Depositary are open.

Section 3.04.  No Fractional ADSs to Be Delivered.(a) Notwithstanding anything to the contrary in this Put Option Agreement, the Holder shall not be required to deliver any fraction of an ADS upon exercise of any Put Options.

(b)The Seller hereby expressly waives its right to receive any fraction of an ADS or a receipt representing a fraction of an ADS.

Section 3.05.  Calculations Determined by Seller.The Seller shall be responsible for performing all calculations required in connection with the exercise and settlement of the Put Options and the delivery of ADSs as described in this ‎Article 3.  In connection therewith, the Seller shall provide prompt written notice to the Holder of the number of ADSs deliverable upon exercise and settlement of the Put Options.

ARTICLE 4

Adjustments

Section 4.01.  Adjustments to Exercise Price.  The Exercise Price for the Put Options shall be subject to adjustment (without duplication) upon the occurrence of any of the following events:

(a)(i) The issuance of Common Stock as a dividend or distribution to all holders of Common Stock, or a subdivision or combination of Common Stock,

6

in which event the Exercise Price shall be adjusted based on the following formula:

where:

EP0 = the Exercise Price in effect immediately prior to the Close of Business on the Record Date for such dividend or distribution, or immediately prior to the Open of Business on the effective date for such subdivision or combination, as the case may be;

EP1 = the Exercise Price in effect immediately after the Close of Business on the Record Date for such dividend or distribution, or immediately after the Open of Business on the effective date for such subdivision or combination, as the case may be;

OS0 = the number of shares of Common Stock outstanding immediately prior to the Close of Business on the Record Date for such dividend or distribution, or immediately prior to the Open of Business on the effective date for such subdivision or combination, as the case may be;

OS1 = the number of shares of Common Stock that would be outstanding immediately after, and solely as a result of, such dividend, distribution, subdivision or combination;

ADS0 = the number of shares of Common Stock represented by an ADS immediately prior to the Close of Business on the Record Date for such dividend or distribution, or immediately prior to the Open of Business on the effective date for such subdivision or combination, as the case may be; and

ADS1 = the number of shares of Common Stock represented by an ADS immediately after giving effect to such dividend, distribution, subdivision or combination, as the case may be.

Such adjustment shall become effective immediately after the Close of Business on the Record Date for such dividend or distribution, or immediately after the Open of Business on the effective date for such subdivision or

7

combination, as the case may be. If any dividend or distribution of the type described in this ‎Section 4.01(a) is declared but not so paid or made, the Exercise Price shall again be adjusted to the Exercise Price that would then be in effect if such dividend or distribution had not been declared or announced, as the case may be.

(ii)In the event of (A) any subdivision or split of the outstanding ADSs, (B) any distribution of additional ADSs to holders of ADSs, or (C) any combination of the outstanding ADSs into a smaller number of ADSs, the Seller shall adjust the Exercise Price (and shall make a corresponding adjustment to the Number of Put Options pursuant to ‎Section 4.02) in effect immediately before the event triggering the adjustment so that the Seller will be entitled to receive, upon the Holder’s exercise of the Put Options issued hereunder, the number of ADSs that the Seller would have been entitled to receive upon the Holder’s exercise immediately following this event had the Put Options issued hereunder been exercised for the underlying ADS immediately before this event or any record date with respect to it.

(b)If the Common Stock ceases to be represented by American Depositary Receipts issued under a depositary receipt program sponsored by the Issuer, or the ADSs cease to be listed on the New York Stock Exchange (and are not at that time listed on another United States national securities exchange), all references in this Put Option Agreement to the ADSs relative to the terms of the Put Options shall be deemed to have been replaced by a reference to the number of shares of Common Stock represented by an ADS on the date the Common Stock ceases to be represented by American Depositary Receipts issued under a depositary receipt program sponsored b y the Issuer or on the last day on which the ADSs were traded on the New York Stock Exchange (or another United States national securities exchange), as the case may be, as adjusted, pursuant to the adjustment provisions of this Put Option Agreement, for any other property the ADSs represented as if the other property had been distributed to holders of the ADSs on that day.

Section 4.02.  Adjustments to Number of Put Options.  Concurrently with any adjustment to the Exercise Price under ‎Section 4.01, the Number of Put Options shall be adjusted such that the Number of Put Options in effect immediately following the effectiveness of such adjustment will be equal to the Number of Put Options in effect immediately prior to such adjustment, multiplied by a fraction, (i) the numerator of which is the Exercise Price in effect immediately prior to such adjustment and (ii) the denominator of which is the Exercise Price in effect immediately following such adjustment, rounded up to the nearest whole number.

8

Section 4.03. Pass-Through of Dividends and Distributions. If an issuance, dividend or other distribution is made to all holders of ADSs of any (i) Cash dividends or distributions, (ii) distributions of any rights or warrants to purchase Common Stock or other securities or assets of the Issuer, (iii) distributions of shares of the Issuer’s Capital Stock (other than Common Stock) or (iv) evidences of the Issuer’s indebtedness (clauses (i) through (iv), collectively, the “Distributed Property”), in each case, for which the Record Date for such issuance, dividend or distribution occurs during the period (the “Recapture Period”) from, and including, the date hereof and to, but excluding, the date on which the Seller becomes the holder of record of any ADSs delivered upon exercise of the Put Options represented by this Put Option Agreement pursuant to  ‎Section 3.03(b), then upon exercise of any Put Options hereunder, the Holder shall, in the case of any Distributed Property described in clause (i) above, pay to the Seller, on the Settlement Date the amount of Cash paid in respect of the numbe r of ADSs underlying the number of Put Options exercised by the Holder, and in the case of any Distributed Property described in clause (ii), clause (iii) or clause (iv) above, at Holder’s election, which shall be set forth in the relevant Exercise Notice, either:

(a)pay to the Seller, on the Settlement Date the net cash proceeds received by the Holder in connection with the sale by the Holder in an arms-length transaction to an unaffiliated third party of an amount of Distributed Property distributed in respect of the number of ADSs underlying the number of Put Options exercised; or

(b)deliver to the Seller, on the Settlement Date, the amount of Distributed Property distributed in respect of the number of ADSs underlying the number of Put Options so exercised by the Holder, as well as any dividends or distributions on such Distributed Property for which the relevant record date occurs in the Recapture Period (including, for the avoidance of doubt, interest payments on debt securities for which the relevant record date occurs in the Recapture Period and principal payments on debt securities for which the relevant maturity occurs in the Recapture Period).

Upon the issuance, dividend or distribution of any Distributed Property described in clause (ii), clause (iii) or clause (iv) above, for which the Record Date occurs during the Recapture Period and for which the Holder has elected to sell such Distributed Property and deliver the net cash proceeds to Seller in accordance with clause ‎(a) above, the Holder agrees (x) to use commercially reasonable efforts to sell promptly such Distributed Property in an arms-length transaction to one or more unaffiliated third parties (which shall include the Seller) and (y) prior to consummating any sale of such Distributed Property to any unaffiliated third party other than the Seller, to grant the Seller a right of first refusal, exercisable for five Trading Days, in respect of any proposed sale of such Distributed Property to any unaffiliated third party other than the Seller (other

9

than any sale of such Distributed Property on an exchange or recognized market at the then-current market price for such Distributed Property or such exchange or recognized market), at a price equal to the proposed sale price.  Upon the consummation of the sale of such Distributed Property to any unaffiliated third party other than the Seller, Holder shall promptly notify the Seller of such sale and the corresponding net cash proceeds therefrom.

Notwithstanding the foregoing, in connection with the issuance, dividend or distribution of any Distributed Property for which the Record Date occurs during the Recapture Period, if the Holder has not received any such Distributed Property as of the Settlement Date or if the Holder has elected to sell such Distributed Property in accordance with clause ‎(a) above and h as not sold such Distributed Property as of the Settlement Date, then the Holder may elect in respect of any Put Options exercised hereunder to defer payment or delivery, as the case may be, of such issuance, dividend or distribution or, if the Holder has elected to sell such Distributed Property, the net cash proceeds received by the Holder in connection with the sale of such Distributed Property in accordance with clause ‎(a) above, in each case, until the third Trading Day immediately following receipt by the Holder of such Distributed Property or, if the Holder has elected to sell such Distributed Property in a ccordance with clause ‎(a) above, the third Trading Day immediately following the sale of such Distributed Property.

Section 4.04.  Restrictions on Adjustments.  (a) Except in accordance with ‎Section 4.01 and ‎Section 4.02, the Exercise Price and the Number of Put Options will not be adjusted for the issuance of Common Stock or ADSs, for any dividend or distribution in respect of the Common Stock or ADSs or any other transaction or event relating to or affecting the Common Stock or ADSs.

(b)No adjustment shall be made to the Exercise Price, nor will any corresponding adjustment be made to the Number of Put Options, unless the adjustment would result in a change of at least 1% of the Exercise Price.

Section 4.05.  Recapitalizations, Reclassifications and Other Changes.(a)If any of the following events occur:

(i)any recapitalization;

(ii)any reclassification or change of the outstanding shares of Common Stock (other than changes resulting from a subdivision or combination to which ‎Section 4.01(a) applies);

(iii)any consolidation, merger or combination involving the Issuer;

10

(iv)any sale or conveyance to a third party of all or substantially all of the Issuer’s assets; or

(v)any statutory share exchange,

(each such event a “Reorganization Event”), in each case as a result of which the Common Stock would be converted into, or exchanged for, stock, other securities, other property or assets (including cash or any combination thereof) (the “Reference Property”), then, following the effective time of the transaction, the Holder’s obligation to deliver ADSs upon exercise of a Put Option shall be changed to an obligation to pay or deliver, at Holder’s election, which shall be set forth in the relevant Exercise Notice, either:

(i)the net cash proceeds received by the Holder in connection with the sale by the Holder in an arms-length transaction to an unaffiliated third party of the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that the Holder received in connection with such Reorganization Event in respect of one ADS (such kind and amount of Reference Property per ADS, a “Unit of Reference Property”); or

(ii)a Unit of Reference Property.

In the event holders of the ADSs have the opportunity to elect the form of consideration to be received in a Reorganization Event, the type and amount of consideration to be delivered upon exercise of a Put Option hereunder, or sold by the Holder in an arms length transaction as described in clause ‎(i) above, from and after the effective time of such Reorganization Event shall be deemed to be the t ypes and amounts of consideration actually received by the Holder in such Reorganization Event in respect of the Holder’s ADSs.

(b)Upon the issuance, dividend or distribution of any non-Cash Reference Property for which the Holder has elected to sell such Reference Property and deliver the net cash proceeds to Seller in accordance with clause (a)(i) above, the Holder agrees (x) to use commercially reasonable efforts to sell promptly such Reference Property in an arms-length transaction to one or more unaffiliated third parties (which shall include the Seller) and (y) prior to consummating any sale of such Reference Property to any unaffiliated third party other than the Seller, to gra nt the Seller a right of first refusal, exercisable for five Trading Days, in respect of any proposed sale of such Distributed Property to any unaffiliated third party other than the Seller (other than any sale of such Reference Property on an exchange or recognized market at the then-current market price for such Reference Property on such exchange or recognized market), at a price equal to the proposed sale price.  Upon the consummation of the sale of such Reference Property to any unaffiliated third party other than the Seller, Holder shall

11

promptly notify the Seller of such sale and the corresponding net cash proceeds therefrom.

(c)At any time from, and including, the effective time of a Reorganization Event, the Full Physical Share Amount per Put Option shall be equal to a single Unit of Reference Property (or, if the Holder elects to sell the Reference Property pursuant to clause (a)‎(i) above, the net cash proceeds received per Unit of Reference Property in such sale).

(d)The above provisions of this ‎Section 4.05 shall similarly apply to successive Reorganization Events.

(e)If this ‎Section 4.05 applies to any event or occurrence, no other provision of this ‎Article 4 shall apply to such event or occurrence.

Section 4.06.  Common Stock Outstanding. For the purposes of this ‎Article 4, the number of shares of Common Stock at any time outstanding shall not include shares held, directly or indirectly, by the Issuer, but shall include shares issuable in respect of scrip certificates issued in lieu of fractions of shares of Common Stock.

Section 4.07.  Seller’s Determinations Final.  The Seller shall be responsible for making all calculations called for under this Put Option Agreement. These calculations include, but are not limited to, the Exercise Date, the Exercise Price, the Number of Put Options and the number of ADSs or Units of Reference Property, if any, to be delivered upon exercise of the Number of Put Options.

Section 4.08.  Notice of Adjustments.  Whenever the Exercise Price or the Number of Put Options is adjusted pursuant to this ‎Article 4, the Seller shall promptly mail to the Holder a notice of the adjustment.

ARTICLE 5

Other Provisions Relating to Rights of Holder

Section 5.01.  Amendments.  No amendment, modification or waiver in respect of this Put Option Agreement will be effective unless in writing (including a writing evidenced by a facsimile transmission) and executed by each of the parties or confirmed by an exchange of telexes or electronic messages on an electronic messaging system.

12

ARTICLE 6

Representations, Warranties and Covenants of the Seller

The Seller hereby represents and warrants to the Purchaser that:

Section 6.01.  Organization and Existence.  The Seller is a corporation (sociedad anónima) duly organized and validly existing under the laws of the Kingdom of Spain.

Section 6.02.  Authorization.  The execution, delivery and performance by the Seller of this Put Option Agreement and the consummation by the Seller of the transactions contemplated hereby are within the powers of the Seller and have been duly authorized by all necessary action on the part of the Seller.  This Put Option Agreement constitutes the valid and binding agreement of the Seller, enforceable against the Seller in accordance with its terms.

Section 6.03.  Governmental and Court Authorization.  The execution, delivery and performance by the Seller of this Put Option Agreement and the consummation by the Seller of the transactions contemplated hereby require no action by, or in respect of, or consent, approval or authorization of, or filing, registration or qualification with, any Governmental Body.

Section 6.04.  Non-contravention.  The execution, delivery and performance by the Seller of this Put Option Agreement do not and shall not (i) contravene or conflict with the articles of incorporation, bylaws or other organizational document binding on the Seller, (ii) contravene or conflict with or constitute a violation of any Applicable Law binding upon or applicable to the Seller or (iii) require any consent, approval or other action by any Person or constitute a default under or give rise to any right of termination, cancellation or acceleration of any right or obligation of the Seller or to a loss of any benefit to which the Seller is entitled under any agreement, contract, indenture, lease or other instrument binding upon the Seller or any license, franchise, permit or other similar authorization held by the Seller.

ARTICLE 7

Representations and Warranties of The Purchaser

Section 7.01.  Private Placement.  The Purchaser hereby represents and warrants to and agrees with the Seller that:

(a)The offer and sale of the Put Options has not been registered under the Securities Act;

13

(b)It is a “qualified institutional buyer” as defined in Rule 144A (a “QIB”) under the Securities Act;

(c)It is acquiring the Put Options for its own account or for one or more accounts (each of which is a QIB and as to each of which it exercises sole investment discretion and for each of which it has full power to make the acknowledgments, representations and agreements herein) and not with a view to, or for sale in connection with, any public resale or distribution thereof;

(d)It understands that no offering circular or prospectus will be provided or prepared in connection with the offer and sale of the Put Options;

(e)It has conducted its own investigation of the Put Options and the Seller and the Seller has not made any representation to it, express or implied, with respect to the Put Options or the Seller.  It has received and reviewed all financial and other information that it believes is necessary or appropriate in connection with its decision to purchase the Put Options;

(f)It represents that it has such knowledge and experience in financial and business matters (including investments in unregistered equity securities of non-U.S. issuers) as to enable it to evaluate the merits and risk of its investment in the Put Options and that it and any accounts for which it is acting is able to bear the economic risk of investing in and holding such Put Options; and

(g)It understands that the Put Options are being offered in a transaction not involving any public offering in the United States within the meaning of the Securities Act.

Section 7.02.  Organization and Existence.  The Purchaser hereby represents and warrants that it is a Collective Investment Trust duly organized, validly existing and in good standing under the laws of California.

Section 7.03. Authorization.  The Purchaser hereby represents and warrants that the execution, delivery and performance by the Purchaser of this Put Option Agreement and the consummation by the Purchaser of the transactions contemplated hereby are within its powers and have been duly authorized by all necessary action on its part.  This Put Option Agreement constitutes a valid and binding agreement enforceable against the Purchaser in accordance with its terms.

Section 7.04. Governmental and Court Authorization.  The Purchaser hereby represents and warrants that the execution, delivery and performance by the Purchaser of this Put Option Agreement and the consummation by the Purchaser of the transactions contemplated hereby require no action by, or in respect of, or consent, approval or authorization of, or filing, registration or qualification with, any Governmental Body.

14

Section 7.05.  Non-contravention.  The Purchaser hereby represents and warrants that the execution, delivery and performance by the Purchaser of this Put Option Agreement do not and shall not (i) contravene or conflict with the articles of incorporation, bylaws or other organizational document binding on the Purchaser, (ii) contravene or conflict with or constitute a violation of any Applicable Law binding upon or applicable to the Purchaser or (iii) require any consent, approval or other action by any Person or constitute a default under or give rise to any right of termination, cancellation or acceleration of any right or obligation of the Purchaser or to a loss of any benefit to which the Purchaser is entitled under any agreement, contract, indenture, lease or other instrument binding upon the Purchaser or any license, franchise, permit or other similar authorization held by the Purchaser.

Section 7.06.  Title to the ADSs.  The Holder has valid title to the ADSs to be delivered upon exercise of the Number of Put Options under this Put Option Agreement, free and clear of all security interests, claims, liens, equities or other encumbrances.

ARTICLE 8

Other Matters

Section 8.01.  Payment of Certain Taxes.  (a) The Seller shall pay any and all documentary, stamp or similar issue or transfer taxes that may be payable upon the initial issuance of the Put Options hereunder.

(b)The Holder shall pay any and all documentary, stamp or similar issue or transfer taxes that may be payable upon the delivery of ADSs upon the exercise of Put Options hereunder and the transfer of American Depositary Receipts in respect thereof in the name of, or in such name as may be directed by, the Seller.

Section 8.02.  Notices.  All notices, requests and other communications to any party hereunder shall be in writing (including facsimile transmission) and shall be given:

if to the Seller, to:

Repsol YPF S.A.

Paseo de la Castellana 278-280

28046 Madrid (Spain)

Att: Corporate Director Finance

Facsimile No.: + 34 90 255 51 34

15

with copies (which shall not constitute notice) to:

Repsol YPF S.A.

Paseo de la Castellana 278-280

28046 Madrid (Spain)

Att: Corporate Director Legal Services

Facsimile No.: + 34 91 348 40 86

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, NY 10017

Att:  Nicholas A. Kronfeld

Facsimile No.: + 1 (212) 450-5950

if to the Purchaser or Holder, to:

Capital International, Inc.

333 South Hope Street

Los Angeles, CA 90071

Attn:  Legal

Facsimile No.: + 1-213-486-9034

or such other address or facsimile number as such party may hereafter specify for the purpose by notice to the other party hereto.  All such notices, requests and other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to 5:00 p.m. in the place of receipt and such day is a Business Day in the place of receipt.  Otherwise, any such notice, request or communication shall be deemed not to have been received until the next succeeding Business Day in the place of receipt.

Section 8.03.  Governing Law.  This Put Option Agreement shall be construed in accordance with and governed by the internal law of the State of New York, without regard to the conflicts of law rules of such state.

Section 8.04.  Jurisdiction.  Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Put Option Agreement or the transactions contemplated hereby may be brought against any of the parties in any United States District Court for the Southern District of New York or any New York State court sitting in New York City, so long as one of such courts shall have subject matter jurisdiction over such suit, action or proceeding, and that any cause of action arising out of this Put Option Agreement shall be deemed to have arisen from a transaction of busi ness in the State of New York, and each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted

16

by law, any objection it may now have or hereafter have to venue laid therein or that any such suit, action or proceeding which is brought in such court has been brought in an inconvenient forum.  Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court.  Without limiting the foregoing, each party agrees that service of process on such party as provided in ‎Section 8.02 shall be deemed effective service of process on such party.

Section 8.05.  WAIVER OF JURY TRIAL.  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS PUT OPTION AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 8.06.  Entire Agreement; Third-Party Beneficiaries.  This Put Option Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings and negotiations, both written and oral, between the parties with respect to the subject matter of this Put Option Agreement.  No representation, inducement, promise, understanding, condition or warranty of either party hereto not set forth herein has been made or relied upon by any party hereto.  Neither this Put Option Agreement nor any provision hereof is intended to co nfer upon any Person other than the parties hereto any rights or remedies hereunder.

Section 8.07.  Captions.  The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof.

Section 8.08.  Counterparts; Effectiveness.  This Put Option Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.  This Agreement shall become effective when each party hereto shall have received a counterpart hereof signed by the other party hereto.

Section 8.09.  Severability.  If any term, provision, covenant or restriction of this Put Option Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Put Option Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.  Upon such a determination, the parties shall negotiate in good faith to modify this Put Option Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner so that the tr ansactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

17

IN WITNESS WHEREOF, this Put Option Agreement has been duly executed by the parties hereto as of the day and year first above written.

Repsol YPF, S.A.
By:	/s/ Fernando Ramírez Mazarredo
	Name: Fernando Ramírez Mazarredo
	Title: Chief Financial Officer

Capital Guardian Emerging Markets Equity Master Fund,
	as Purchaser and Holder

By: Capital International, Inc.

By:	/s/ Mark E. Brubaker
	Name: Mark E. Brubaker
	Title: Senior Vice President

18

EXHIBIT A

[FORM OF EXERCISE NOTICE]

Repsol YPF S.A.

Paseo de la Castellana 278-280

28046 Madrid (Spain)

Att: Corporate Director Finance

The undersigned (the “Holder”) hereby irrevocably exercises ______________ Put Options (the “Exercised Put Options”).

The Holder hereby confirms that it will, prior to 11:00 a.m., New York City time, on the Settlement Date, cause to be delivered to the Seller the Full Physical Share Amount for each of the Exercised Put Options together with, if applicable, any dividends or distributions (or payments in respect thereof) as set forth in ‎Section 4.03.

[In connection with the distribution of [insert description of Distributed Property of the type described in clause (ii), clause (iii) or clause (iv) of ‎Section 4.03]] on [              , 2011], the Holder hereby elects to:

o    pay to the Seller, on the Settlement Date the net cash proceeds received by the Holder in connection with the sale by the Holder in an arms-length transaction to an unaffiliated third party of the Units of Reference Property underlying the number of Exercised Put Options.

o    deliver to the Seller, on the Settlement Date, the Units of Reference Property underlying the number of Exercised Put Options.]1

[In connection with the Reorganization Event that occurred on [              , 2011], the Holder hereby elects to:

o    pay to the Seller, on the Settlement Date the net cash proceeds received by the Holder in connection with the sale by the Holder in an arms-length transaction to an unaffiliated third party of an amount of Distributed Property distributed in respect of the number of ADSs underlying the Exercised Put Options.

___________________

1 Insert if Distributed Property other than Cash is distributed during the Recapture Period.

A-1

o    deliver to the Seller, on the Settlement Date, the amount of Distributed Property distributed in respect of the number of ADSs underlying the number of Exercised Put Options, as well as any dividends or distributions on such Distributed Property for which the relevant record date occurs in the Recapture Period (including, for the avoidance of doubt, interest payments on debt securities for which the relevant record date occurs in the Recapture Period and principal payments on debt securities for which the relevant maturity occurs in the Recapture Period).]2

[In connection with the distribution of [              ] by the Issuer on the Common Stock for which the Record Date occurred on [               , 2011] but for which the Holder has not [received such Distributed Property as of the date hereof][sold such Distributed Property as of the date hereof], the Holder hereby elects in accordance with ‎ ;Section 4.03 to defer delivery of such [distribution][ payment] until the third Trading Day immediately following [receipt by the Holder of such Distributed Property][the sale of such Distributed Property].]

The Holder hereby directs the Seller to pay the Exercise Price for each of the Exercised Put Options by federal wire transfer as follows:

SWIFT: [               ]

ABA: [                     ]

Acct No: [               ]

Acct Name: [               ]

Trade Ref::  [               ]

Dated: ______________________ Capital Guardian Emerging Markets Equity Master Fund

By:
	Authorized Signature
	Address:
	Telephone:

___________________

2 Insert if Reorganization Event occurs during the term of the Put Option.

A-2

EX-99.9

Exhibit 99.9

EXECUTION VERSION

PUT OPTION AGREEMENT

dated as of December 23, 2010

between

Repsol YPF, S.A.

as Seller

and

Capital Guardian Emerging Markets Equity DC Master Fund

as Purchaser

TABLE OF CONTENTS

Page

ARTICLE 1
Definitions
Section 1.01.	Certain Definitions	1
ARTICLE 2
Issuance, Execution and Transfer of Put Options
Section 2.01.	Purchase and Sale	4
Section 2.02.	Issuance of Put Options	5
Section 2.03.	Limitations on Transfer	5
ARTICLE 3
Exercise and Settlement of Put Options
Section 3.01.	Exercise of Put Options	5
Section 3.02.	Settlement of Put Options	5
Section 3.03.	Delivery of ADSs	6
Section 3.04.	No Fractional ADSs to Be Delivered	6
Section 3.05.	Calculations Determined by Seller	6
ARTICLE 4
Adjustments
Section 4.01.	Adjustments to Exercise Price	6
Section 4.02.	Adjustments to Number of Put Options	8
Section 4.03.	Pass-Through of Dividends and Distributions.	9
Section 4.04.	Restrictions on Adjustments	10
Section 4.05.	Recapitalizations, Reclassifications and Other Changes	10
Section 4.06.	Common Stock Outstanding.	12
Section 4.07.	Seller’s Determinations Final	12
Section 4.08.	Notice of Adjustments	12
ARTICLE 5
Other Provisions Relating to Rights of Holder
Section 5.01.	Amendments	12

i

ARTICLE 6
Representations, Warranties and Covenants of the Seller
Section 6.01.	Organization and Existence	13
Section 6.02.	Authorization	13
Section 6.03.	Governmental and Court Authorization	13
Section 6.04.	Non-contravention	13
ARTICLE 7
Representations and Warranties of The Purchaser
Section 7.01.	Private Placement	13
Section 7.02.	Organization and Existence	14
Section 7.03.	Authorization	14
Section 7.04.	Governmental and Court Authorization	14
Section 7.05.	Non-contravention	15
Section 7.06.	Title to the ADSs	15
ARTICLE 8
Other Matters
Section 8.01.	Payment of Certain Taxes	15
Section 8.02.	Notices	15
Section 8.03.	Governing Law	16
Section 8.04.	Jurisdiction	16
Section 8.05.	Captions	17
Section 8.08.	Counterparts; Effectiveness	17
Section 8.09.	Severability	17
EXHIBIT A	FORM OF EXERCISE NOTICE	A-1

ii

PUT OPTION AGREEMENT

This Put Option Agreement dated as of December 23, 2010 is between REPSOL YPF, S.A., a corporation organized under the laws of the Kingdom of Spain (the “Seller”), and Capital Guardian Emerging Markets Equity DC Master Fund (the “Purchaser”).

WITNESSETH THAT:

WHEREAS, pursuant to a Stock Purchase Agreement dated as of December 22, 2010, Seller has agreed to sell and Purchaser has agreed to purchase from Seller 169,500 ADSs (as defined below);

WHEREAS, in connection with such sale and purchase, Purchaser, and each Permitted Transferee, (collectively, the “Purchasers”) collectively desire to purchase from Seller and Seller desires to sell to Purchasers, in the aggregate, a Number of Put Options necessary to reduce the total number of ADSs purchased from Seller by Purchasers to no more than 15% of the Free Float of the ADSs, determined as of the Trading Day immediately preceding the Determination Date;

NOW THEREFORE in consideration of the mutual agreements herein contained, the Seller and the Purchaser agree as follows:

ARTICLE 1

Definitions

Section 1.01.  Certain Definitions.  As used in this Put Option Agreement, the following terms shall have their respective meanings set forth below:

“$” refers to such coin or currency of the United States as at any time of payment is legal tender for the payment of public and private debts.

“ADS” means American Depositary Shares of the Issuer evidenced by American Depositary Receipts and issued pursuant to the Deposit Agreement.

“Affiliate” means a Person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the Issuer.

“Applicable Law” means, with respect to any Person, any federal, state or local law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, order, injunction, judgment, decree, ruling or other similar requirement enacted, adopted, promulgated or applied by a Governmental Body that is binding upon or applicable to such Person, as amended unless expressly specified otherwise.

1

“Board of Directors” means the board of directors of the Seller or any committee of such board of directors duly authorized to exercise the power of such board of directors with respect to the matters provided for in this Put Option Agreement as to which the board of directors is authorized or required to act.

“Business Day” means a day, other than Saturday, Sunday or other day on which commercial banks in New York, New York or Madrid, Spain or Buenos Aires, Argentina are authorized or required by Applicable Law to close.

“Capital Stock” means any and all shares, interests, participations or other equivalents (however designated) of capital stock of the Issuer and all warrants or options to acquire such capital stock.

“Cash” means such coin or currency of the United States as at any time of payment is legal tender for the payment of public and private debts.

“Close of Business” means 5:00 p.m. New York City time.

“Common Stock” means Class D Common Stock, par value 10 Argentinian pesos per share, of the Issuer, subject to ‎Section 4.05.

“Deposit Agreement” means the Amended and Restated Deposit Agreement dated as of November 13, 2009 between the Issuer and Depositary (as the same may be amended, restated or replaced from time to time).

“Depositary” The Bank of New York Mellon, acting as depositary under the Deposit Agreement (and any successor or replacement thereto).

“Determination Date” means December 22, 2011.

“Distributed Property” has the meaning set forth in ‎Section 4.03.

“Exercise Date” has the meaning set forth in ‎Section 3.01.

“Exercise Notice” means, for any Put Option, the exercise notice substantially in the form set forth in Exhibit A hereto.

“Exercise Price” means initially $39.00 per Put Option, subject to adjustment pursuant to ‎Article 4.

“Expiration Date” means, for any Put Option, January 23, 2012, regardless of whether such date is a Trading Day.

“Free Float” means the aggregate number of shares of Common Stock (including shares of Common Stock underlying ADSs) held by non-Affiliates of

2

the Issuer and eligible for resale (in the case of shares of Common Stock, upon conversion into ADSs) without restriction on the New York Stock Exchange.

“Full Physical Share Amount” has the meaning set forth in ‎Section 3.02.

“Governmental Body” means any governmental body, agency or official of any country or political subdivision of any country, including any federal, national, supranational, state, provincial, local or other government, governmental, regulatory or administrative authority (including any self-regulatory organization), agency or commission or any court, tribunal, or judicial or arbitral body.

“Holder” means the Purchaser.

“Issuer” means YPF Sociedad AnÓnima.

“Number of Put Options” means 169,500; provided that the Number of Put Options shall be reduced, as of the Trading Day prior to the Determination Date, by 0.396% of the Free Float as of the Trading Day prior to the Determination Date, rounded up to the nearest whole number; provided further that if such reduction results in a negative number, the Number of Put Options will be deemed to be zero.  The Number of Put Options shall be subject to adjustment pursuant to ‎Section 4.02.

“Open of Business” means 9:00 a.m., New York City time.

“Permitted Transferee” means each of Capital Guardian Emerging Markets Equity Master Fund, Capital International Emerging Markets Fund, Capital Guardian Emerging Markets Equity Fund for Tax-Exempt Trusts, Emerging Markets Growth Fund, Inc., Capital Guardian Emerging Markets Restricted Equity Fund for Tax-Exempt Trusts, Capital International Emerging Markets Total Opportunities, Capital Guardian Emerging Markets Total Opportunities Master Fund and Capital Guardian Emerging Markets Total Opportunities Fund for Tax-Exempt Trusts.

“Person” means an individual, partnership, firm, corporation, business trust, joint stock company, trust, unincorporated association, joint venture, governmental authority or other entity of whatever nature.

“Put Option” means a Put Option of the Seller exercisable for one ADS of the Issuer, subject to adjustment as provided herein, and issued pursuant to this Put Option Agreement with the terms, conditions and rights set forth in this Put Option Agreement.

“Recapture Period” has the meaning set forth in ‎Section 4.03.

3

“Record Date” means, with respect to any dividend, distribution or other transaction or event in which the holders of ADSs have the right to receive any Cash, securities or other property or in which ADSs (or other applicable security) is exchanged for or converted into any combination of Cash, securities or other property, the date fixed for determination of holders of ADSs entitled to receive such Cash, securities or other property (whether such date is fixed by the Board of Directors or by statute, contract or otherwise).

“Reference Property” has the meaning set forth in ‎Section 4.05.

“Reorganization Event” has the meaning set forth in ‎Section 4.05.

“SEC” means Securities and Exchange Commission of the United States.

“Securities Act” means the Securities Act of 1933, as amended.

“Settlement Date” means, in respect of a Put Option that is exercised hereunder, the third Trading Day immediately following the Exercise Date.

“Stock Purchase Agreement” means the Stock Purchase Agreement dated as of December 22, 2010 between the Seller and the Purchaser.

“Trading Day” means (i) if the applicable security is listed on the New York Stock Exchange, a day on which trades may be made thereon or (ii) if the applicable security is listed or admitted for trading on the American Stock Exchange, the NASDAQ Global Select Market, the NASDAQ Global Market or other national securities exchange or market, a day on which the American Stock Exchange, the NASDAQ Global Select Market, the NASDAQ Global Market or such other national securities exchange or market is open for business or (iii) if the applicable security is not so listed, admitted for trading or quoted, any Business Day in New York City, New York.

“Unit of Reference Property” has the meaning set forth in ‎Section 4.05.

ARTICLE 2

Issuance, Execution and Transfer of Put Options

Section 2.01.  Purchase and Sale.  Upon the terms and subject to the conditions of this Put Option Agreement, the Seller agrees to sell to the Purchaser, and the Purchaser agrees to purchase from the Seller, the Number of Put Options in consideration for Purchaser’s agreement to purchase all of the ADSs to be purchased pursuant to the Stock Purchase Agreement.

4

Section 2.02. Issuance of Put Options.  The Number of Put Options issued hereunder shall be represented by this Put Option Agreement.  The issue date of the Put Options shall be the date of the Closing (as defined in the Stock Purchase Agreement). The Put Options issued to the Purchaser at the Closing shall be the only Put Options issued or outstanding under this Put Option Agreement. All Put Options issued under this Put Option Agreement shall in all respects be equally and ratably entitled to the benefits hereof, without preference, priority, or distinction.

Section 2.03.  Limitations on Transfer.Except as set forth in the immediately succeeding sentence, neither this Put Option Agreement, the Put Options evidenced hereby nor any interest or obligation in or under this Put Option Agreement may be directly or indirectly transferred, assigned or otherwise disposed of (whether by way of security or otherwise) by the Purchaser without the prior written consent of the Seller. The Purchaser shall be permitted to transfer or assign the Put Options evidenced hereby and its interests an d obligations under this Put Option Agreement to any Permitted Transferee.  In connection with any transfer or assignment pursuant to the immediately preceding sentence, the Purchaser shall give the Seller prompt written notice of such transfer or assignment, the number of Put Options that have been transferred or assigned and the identity of the relevant transferee or assignee.

ARTICLE 3

Exercise and Settlement of Put Options

Section 3.01.  Exercise of Put Options.During the period beginning at the Open of Business on the Determination Date and ending at the Close of Business on the Expiration Date, the Holder shall be entitled to exercise, in accordance with this ‎Article 3, the full Number of Put Options or any portion thereof (which shall not include any fractional Put Options) by delivering a duly completed and executed Exercise Notice to the Seller; provided that the Holder shall not be entitled to deliver more than one Exercise Notice to the Seller.  Any Put Options not exercised prior to the Close of Business on the Expiration Date shall expire unexercised. The date on which the Holder complies with the requirements for exercise set forth in this ‎Section 3.01 in respect of one or more Put Options is the “Exercise Date” for such Put Options.  However, if such date is not a Trading Day or the Holder satisfies such requirements after the Close of Business on a Trading Day, then the Exercise Date shall be the immediately succeeding Trading Day.  The Seller shall notify the Holder, not later than the Open of Business on the Determination Date of the Number of Put Options.

Section 3.02.  Settlement of Put Options.  For each Put Option exercised hereunder, (i) prior to 11:00 a.m., New York City time, on the Settlement Date, the Holder shall cause to be delivered to the Seller one ADS (the “Full Physical

5

Share Amount”) together with, if applicable, any dividends or distributions (or payments in respect thereof) as set forth in ‎Section 4.03, and (ii) on the Settlement Date, following rece ipt by the Holder of such amounts as set forth in clause ‎(i) above, the Seller shall pay the Exercise Price (determined as of such Exercise Date), by federal wire or other immediately available funds payable to the order of the Holder and notified to the Seller in accordance with ‎Section 8.02.

Section 3.03.  Delivery of ADSs.  (a) In connection with the exercise of any Put Options pursuant to ‎Section 3.02, the Holder shall deliver to the Seller a number of ADSs equal to the Number of Put Options that the Holder so exercises.

(b)The Seller shall for all purposes be deemed to have become the holder of record of any ADSs delivered upon exercise of the Put Options represented by this Put Option Agreement as of the Close of Business on the later of the Exercise Date and the date of payment by the Seller of the Exercise Price in accordance with ‎Section 3.02.  However, if any such date is a date when the ADS transfer books of the Depositary are closed, the Seller shall be deemed to have become the holder of such ADSs at the Close of Business on the next succeeding date on which the ADS transfer books of the Depositary are open.

Section 3.04.  No Fractional ADSs to Be Delivered.(a) Notwithstanding anything to the contrary in this Put Option Agreement, the Holder shall not be required to deliver any fraction of an ADS upon exercise of any Put Options.

(b)The Seller hereby expressly waives its right to receive any fraction of an ADS or a receipt representing a fraction of an ADS.

Section 3.05.  Calculations Determined by Seller.The Seller shall be responsible for performing all calculations required in connection with the exercise and settlement of the Put Options and the delivery of ADSs as described in this ‎Article 3.  In connection therewith, the Seller shall provide prompt written notice to the Holder of the number of ADSs deliverable upon exercise and settlement of the Put Options.

ARTICLE 4

Adjustments

Section 4.01.  Adjustments to Exercise Price.  The Exercise Price for the Put Options shall be subject to adjustment (without duplication) upon the occurrence of any of the following events:

(a)(i) The issuance of Common Stock as a dividend or distribution to all holders of Common Stock, or a subdivision or combination of Common Stock,

6

in which event the Exercise Price shall be adjusted based on the following formula:

where:

EP0 = the Exercise Price in effect immediately prior to the Close of Business on the Record Date for such dividend or distribution, or immediately prior to the Open of Business on the effective date for such subdivision or combination, as the case may be;

EP1 = the Exercise Price in effect immediately after the Close of Business on the Record Date for such dividend or distribution, or immediately after the Open of Business on the effective date for such subdivision or combination, as the case may be;

OS0 = the number of shares of Common Stock outstanding immediately prior to the Close of Business on the Record Date for such dividend or distribution, or immediately prior to the Open of Business on the effective date for such subdivision or combination, as the case may be;

OS1 = the number of shares of Common Stock that would be outstanding immediately after, and solely as a result of, such dividend, distribution, subdivision or combination;

ADS0 = the number of shares of Common Stock represented by an ADS immediately prior to the Close of Business on the Record Date for such dividend or distribution, or immediately prior to the Open of Business on the effective date for such subdivision or combination, as the case may be; and

ADS1 = the number of shares of Common Stock represented by an ADS immediately after giving effect to such dividend, distribution, subdivision or combination, as the case may be.

Such adjustment shall become effective immediately after the Close of Business on the Record Date for such dividend or distribution, or immediately after the Open of Business on the effective date for such subdivision or

7

combination, as the case may be. If any dividend or distribution of the type described in this ‎Section 4.01(a) is declared but not so paid or made, the Exercise Price shall again be adjusted to the Exercise Price that would then be in effect if such dividend or distribution had not been declared or announced, as the case may be.

(ii)In the event of (A) any subdivision or split of the outstanding ADSs, (B) any distribution of additional ADSs to holders of ADSs, or (C) any combination of the outstanding ADSs into a smaller number of ADSs, the Seller shall adjust the Exercise Price (and shall make a corresponding adjustment to the Number of Put Options pursuant to ‎Section 4.02) in effect immediately before the event triggering the adjustment so that the Seller will be entitled to receive, upon the Holder’s exercise of the Put Options issued hereunder, the number of ADSs that the Seller would have been entitled to receive upon the Holder’s exercise immediately following this event had the Put Options issued hereunder been exercised for the underlying ADS immediately before this event or any record date with respect to it.

(b)If the Common Stock ceases to be represented by American Depositary Receipts issued under a depositary receipt program sponsored by the Issuer, or the ADSs cease to be listed on the New York Stock Exchange (and are not at that time listed on another United States national securities exchange), all references in this Put Option Agreement to the ADSs relative to the terms of the Put Options shall be deemed to have been replaced by a reference to the number of shares of Common Stock represented by an ADS on the date the Common Stock ceases to be represented by American Depositary Receipts issued under a depositary receipt program sponsored b y the Issuer or on the last day on which the ADSs were traded on the New York Stock Exchange (or another United States national securities exchange), as the case may be, as adjusted, pursuant to the adjustment provisions of this Put Option Agreement, for any other property the ADSs represented as if the other property had been distributed to holders of the ADSs on that day.

Section 4.02.  Adjustments to Number of Put Options.  Concurrently with any adjustment to the Exercise Price under ‎Section 4.01, the Number of Put Options shall be adjusted such that the Number of Put Options in effect immediately following the effectiveness of such adjustment will be equal to the Number of Put Options in effect immediately prior to such adjustment, multiplied by a fraction, (i) the numerator of which is the Exercise Price in effect immediately prior to such adjustment and (ii) the denominator of which is the Exercise Price in effect immediately following such adjustment, rounded up to the nearest whole number.

8

Section 4.03. Pass-Through of Dividends and Distributions. If an issuance, dividend or other distribution is made to all holders of ADSs of any (i) Cash dividends or distributions, (ii) distributions of any rights or warrants to purchase Common Stock or other securities or assets of the Issuer, (iii) distributions of shares of the Issuer’s Capital Stock (other than Common Stock) or (iv) evidences of the Issuer’s indebtedness (clauses (i) through (iv), collectively, the “Distributed Property”), in each case, for which the Record Date for such issuance, dividend or distribution occurs during the period (the “Recapture Period”) from, and including, the date hereof and to, but excluding, the date on which the Seller becomes the holder of record of any ADSs delivered upon exercise of the Put Options represented by this Put Option Agreement pursuant to  ‎Section 3.03(b), then upon exercise of any Put Options hereunder, the Holder shall, in the case of any Distributed Property described in clause (i) above, pay to the Seller, on the Settlement Date the amount of Cash paid in respect of the numbe r of ADSs underlying the number of Put Options exercised by the Holder, and in the case of any Distributed Property described in clause (ii), clause (iii) or clause (iv) above, at Holder’s election, which shall be set forth in the relevant Exercise Notice, either:

(a)pay to the Seller, on the Settlement Date the net cash proceeds received by the Holder in connection with the sale by the Holder in an arms-length transaction to an unaffiliated third party of an amount of Distributed Property distributed in respect of the number of ADSs underlying the number of Put Options exercised; or

(b)deliver to the Seller, on the Settlement Date, the amount of Distributed Property distributed in respect of the number of ADSs underlying the number of Put Options so exercised by the Holder, as well as any dividends or distributions on such Distributed Property for which the relevant record date occurs in the Recapture Period (including, for the avoidance of doubt, interest payments on debt securities for which the relevant record date occurs in the Recapture Period and principal payments on debt securities for which the relevant maturity occurs in the Recapture Period).

Upon the issuance, dividend or distribution of any Distributed Property described in clause (ii), clause (iii) or clause (iv) above, for which the Record Date occurs during the Recapture Period and for which the Holder has elected to sell such Distributed Property and deliver the net cash proceeds to Seller in accordance with clause ‎(a) above, the Holder agrees (x) to use commercially reasonable efforts to sell promptly such Distributed Property in an arms-length transaction to one or more unaffiliated third parties (which shall include the Seller) and (y) prior to consummating any sale of such Distributed Property to any unaffiliated third party other than the Seller, to grant the Seller a right of first refusal, exercisable for five Trading Days, in respect of any proposed sale of such Distributed Property to any unaffiliated third party other than the Seller (other

9

than any sale of such Distributed Property on an exchange or recognized market at the then-current market price for such Distributed Property or such exchange or recognized market), at a price equal to the proposed sale price.  Upon the consummation of the sale of such Distributed Property to any unaffiliated third party other than the Seller, Holder shall promptly notify the Seller of such sale and the corresponding net cash proceeds therefrom.

Notwithstanding the foregoing, in connection with the issuance, dividend or distribution of any Distributed Property for which the Record Date occurs during the Recapture Period, if the Holder has not received any such Distributed Property as of the Settlement Date or if the Holder has elected to sell such Distributed Property in accordance with clause ‎(a) above and h as not sold such Distributed Property as of the Settlement Date, then the Holder may elect in respect of any Put Options exercised hereunder to defer payment or delivery, as the case may be, of such issuance, dividend or distribution or, if the Holder has elected to sell such Distributed Property, the net cash proceeds received by the Holder in connection with the sale of such Distributed Property in accordance with clause ‎(a) above, in each case, until the third Trading Day immediately following receipt by the Holder of such Distributed Property or, if the Holder has elected to sell such Distributed Property in a ccordance with clause ‎(a) above, the third Trading Day immediately following the sale of such Distributed Property.

Section 4.04.  Restrictions on Adjustments.  (a) Except in accordance with ‎Section 4.01 and ‎Section 4.02, the Exercise Price and the Number of Put Options will not be adjusted for the issuance of Common Stock or ADSs, for any dividend or distribution in respect of the Common Stock or ADSs or any other transaction or event relating to or affecting the Common Stock or ADSs.

(b)No adjustment shall be made to the Exercise Price, nor will any corresponding adjustment be made to the Number of Put Options, unless the adjustment would result in a change of at least 1% of the Exercise Price.

Section 4.05.  Recapitalizations, Reclassifications and Other Changes.(a)If any of the following events occur:

(i)any recapitalization;

(ii)any reclassification or change of the outstanding shares of Common Stock (other than changes resulting from a subdivision or combination to which ‎Section 4.01(a) applies);

(iii)any consolidation, merger or combination involving the Issuer;

10

(iv)any sale or conveyance to a third party of all or substantially all of the Issuer’s assets; or

(v)any statutory share exchange,

(each such event a “Reorganization Event”), in each case as a result of which the Common Stock would be converted into, or exchanged for, stock, other securities, other property or assets (including cash or any combination thereof) (the “Reference Property”), then, following the effective time of the transaction, the Holder’s obligation to deliver ADSs upon exercise of a Put Option shall be changed to an obligation to pay or deliver, at Holder’s election, which shall be set forth in the relevant Exercise Notice, either:

(i)the net cash proceeds received by the Holder in connection with the sale by the Holder in an arms-length transaction to an unaffiliated third party of the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that the Holder received in connection with such Reorganization Event in respect of one ADS (such kind and amount of Reference Property per ADS, a “Unit of Reference Property”); or

(ii)a Unit of Reference Property.

In the event holders of the ADSs have the opportunity to elect the form of consideration to be received in a Reorganization Event, the type and amount of consideration to be delivered upon exercise of a Put Option hereunder, or sold by the Holder in an arms length transaction as described in clause ‎(i) above, from and after the effective time of such Reorganization Event shall be deemed to be the t ypes and amounts of consideration actually received by the Holder in such Reorganization Event in respect of the Holder’s ADSs.

(b)Upon the issuance, dividend or distribution of any non-Cash Reference Property for which the Holder has elected to sell such Reference Property and deliver the net cash proceeds to Seller in accordance with clause (a)(i) above, the Holder agrees (x) to use commercially reasonable efforts to sell promptly such Reference Property in an arms-length transaction to one or more unaffiliated third parties (which shall include the Seller) and (y) prior to consummating any sale of such Reference Property to any unaffiliated third party other than the Seller, to gra nt the Seller a right of first refusal, exercisable for five Trading Days, in respect of any proposed sale of such Distributed Property to any unaffiliated third party other than the Seller (other than any sale of such Reference Property on an exchange or recognized market at the then-current market price for such Reference Property on such exchange or recognized market), at a price equal to the proposed sale price.  Upon the consummation of the sale of such Reference Property to any unaffiliated third party other than the Seller, Holder shall

11

promptly notify the Seller of such sale and the corresponding net cash proceeds therefrom.

(c)At any time from, and including, the effective time of a Reorganization Event, the Full Physical Share Amount per Put Option shall be equal to a single Unit of Reference Property (or, if the Holder elects to sell the Reference Property pursuant to clause (a)‎(i) above, the net cash proceeds received per Unit of Reference Property in such sale).

(d)The above provisions of this ‎Section 4.05 shall similarly apply to successive Reorganization Events.

(e)If this ‎Section 4.05 applies to any event or occurrence, no other provision of this ‎Article 4 shall apply to such event or occurrence.

Section 4.06.  Common Stock Outstanding. For the purposes of this ‎Article 4, the number of shares of Common Stock at any time outstanding shall not include shares held, directly or indirectly, by the Issuer, but shall include shares issuable in respect of scrip certificates issued in lieu of fractions of shares of Common Stock.

Section 4.07.  Seller’s Determinations Final.  The Seller shall be responsible for making all calculations called for under this Put Option Agreement. These calculations include, but are not limited to, the Exercise Date, the Exercise Price, the Number of Put Options and the number of ADSs or Units of Reference Property, if any, to be delivered upon exercise of the Number of Put Options.

Section 4.08.  Notice of Adjustments.  Whenever the Exercise Price or the Number of Put Options is adjusted pursuant to this ‎Article 4, the Seller shall promptly mail to the Holder a notice of the adjustment.

ARTICLE 5

Other Provisions Relating to Rights of Holder

Section 5.01.  Amendments.  No amendment, modification or waiver in respect of this Put Option Agreement will be effective unless in writing (including a writing evidenced by a facsimile transmission) and executed by each of the parties or confirmed by an exchange of telexes or electronic messages on an electronic messaging system.

12

ARTICLE 6

Representations, Warranties and Covenants of the Seller

The Seller hereby represents and warrants to the Purchaser that:

Section 6.01.  Organization and Existence.  The Seller is a corporation (sociedad anónima) duly organized and validly existing under the laws of the Kingdom of Spain.

Section 6.02.  Authorization.  The execution, delivery and performance by the Seller of this Put Option Agreement and the consummation by the Seller of the transactions contemplated hereby are within the powers of the Seller and have been duly authorized by all necessary action on the part of the Seller.  This Put Option Agreement constitutes the valid and binding agreement of the Seller, enforceable against the Seller in accordance with its terms.

Section 6.03.  Governmental and Court Authorization.  The execution, delivery and performance by the Seller of this Put Option Agreement and the consummation by the Seller of the transactions contemplated hereby require no action by, or in respect of, or consent, approval or authorization of, or filing, registration or qualification with, any Governmental Body.

Section 6.04.  Non-contravention.  The execution, delivery and performance by the Seller of this Put Option Agreement do not and shall not (i) contravene or conflict with the articles of incorporation, bylaws or other organizational document binding on the Seller, (ii) contravene or conflict with or constitute a violation of any Applicable Law binding upon or applicable to the Seller or (iii) require any consent, approval or other action by any Person or constitute a default under or give rise to any right of termination, cancellation or acceleration of any right or obligation of the Seller or to a loss of any benefit to which the Seller is entitled under any agreement, contract, indenture, lease or other instrument binding upon the Seller or any license, franchise, permit or other similar authorization held by the Seller.

ARTICLE 7

Representations and Warranties of The Purchaser

Section 7.01.  Private Placement.  The Purchaser hereby represents and warrants to and agrees with the Seller that:

(a)The offer and sale of the Put Options has not been registered under the Securities Act;

13

(b)It is a “qualified institutional buyer” as defined in Rule 144A (a “QIB”) under the Securities Act;

(c)It is acquiring the Put Options for its own account or for one or more accounts (each of which is a QIB and as to each of which it exercises sole investment discretion and for each of which it has full power to make the acknowledgments, representations and agreements herein) and not with a view to, or for sale in connection with, any public resale or distribution thereof;

(d)It understands that no offering circular or prospectus will be provided or prepared in connection with the offer and sale of the Put Options;

(e)It has conducted its own investigation of the Put Options and the Seller and the Seller has not made any representation to it, express or implied, with respect to the Put Options or the Seller.  It has received and reviewed all financial and other information that it believes is necessary or appropriate in connection with its decision to purchase the Put Options;

(f)It represents that it has such knowledge and experience in financial and business matters (including investments in unregistered equity securities of non-U.S. issuers) as to enable it to evaluate the merits and risk of its investment in the Put Options and that it and any accounts for which it is acting is able to bear the economic risk of investing in and holding such Put Options; and

(g)It understands that the Put Options are being offered in a transaction not involving any public offering in the United States within the meaning of the Securities Act.

Section 7.02.  Organization and Existence.  The Purchaser hereby represents and warrants that it is a Collective Investment Trust duly organized, validly existing and in good standing under the laws of California.

Section 7.03. Authorization.  The Purchaser hereby represents and warrants that the execution, delivery and performance by the Purchaser of this Put Option Agreement and the consummation by the Purchaser of the transactions contemplated hereby are within its powers and have been duly authorized by all necessary action on its part.  This Put Option Agreement constitutes a valid and binding agreement enforceable against the Purchaser in accordance with its terms.

Section 7.04. Governmental and Court Authorization.  The Purchaser hereby represents and warrants that the execution, delivery and performance by the Purchaser of this Put Option Agreement and the consummation by the Purchaser of the transactions contemplated hereby require no action by, or in respect of, or consent, approval or authorization of, or filing, registration or qualification with, any Governmental Body.

14

Section 7.05.  Non-contravention.  The Purchaser hereby represents and warrants that the execution, delivery and performance by the Purchaser of this Put Option Agreement do not and shall not (i) contravene or conflict with the articles of incorporation, bylaws or other organizational document binding on the Purchaser, (ii) contravene or conflict with or constitute a violation of any Applicable Law binding upon or applicable to the Purchaser or (iii) require any consent, approval or other action by any Person or constitute a default under or give rise to any right of termination, cancellation or acceleration of any right or obligation of the Purchaser or to a loss of any benefit to which the Purchaser is entitled under any agreement, contract, indenture, lease or other instrument binding upon the Purchaser or any license, franchise, permit or other similar authorization held by the Purchaser.

Section 7.06.  Title to the ADSs.  The Holder has valid title to the ADSs to be delivered upon exercise of the Number of Put Options under this Put Option Agreement, free and clear of all security interests, claims, liens, equities or other encumbrances.

ARTICLE 8

Other Matters

Section 8.01.  Payment of Certain Taxes.  (a) The Seller shall pay any and all documentary, stamp or similar issue or transfer taxes that may be payable upon the initial issuance of the Put Options hereunder.

(b)The Holder shall pay any and all documentary, stamp or similar issue or transfer taxes that may be payable upon the delivery of ADSs upon the exercise of Put Options hereunder and the transfer of American Depositary Receipts in respect thereof in the name of, or in such name as may be directed by, the Seller.

Section 8.02.  Notices.  All notices, requests and other communications to any party hereunder shall be in writing (including facsimile transmission) and shall be given:

if to the Seller, to:

Repsol YPF S.A.

Paseo de la Castellana 278-280

28046 Madrid (Spain)

Att: Corporate Director Finance

Facsimile No.: + 34 90 255 51 34

15

with copies (which shall not constitute notice) to:

Repsol YPF S.A.

Paseo de la Castellana 278-280

28046 Madrid (Spain)

Att: Corporate Director Legal Services

Facsimile No.: + 34 91 348 40 86

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, NY 10017

Att:  Nicholas A. Kronfeld

Facsimile No.: + 1 (212) 450-5950

if to the Purchaser or Holder, to:

Capital International, Inc.

333 South Hope Street

Los Angeles, CA 90071

Attn:  Legal

Facsimile No.: + 1-213-486-9034

or such other address or facsimile number as such party may hereafter specify for the purpose by notice to the other party hereto.  All such notices, requests and other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to 5:00 p.m. in the place of receipt and such day is a Business Day in the place of receipt.  Otherwise, any such notice, request or communication shall be deemed not to have been received until the next succeeding Business Day in the place of receipt.

Section 8.03.  Governing Law.  This Put Option Agreement shall be construed in accordance with and governed by the internal law of the State of New York, without regard to the conflicts of law rules of such state.

Section 8.04.  Jurisdiction.  Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Put Option Agreement or the transactions contemplated hereby may be brought against any of the parties in any United States District Court for the Southern District of New York or any New York State court sitting in New York City, so long as one of such courts shall have subject matter jurisdiction over such suit, action or proceeding, and that any cause of action arising out of this Put Option Agreement shall be deemed to have arisen from a transaction of busi ness in the State of New York, and each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted

16

by law, any objection it may now have or hereafter have to venue laid therein or that any such suit, action or proceeding which is brought in such court has been brought in an inconvenient forum.  Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court.  Without limiting the foregoing, each party agrees that service of process on such party as provided in ‎Section 8.02 shall be deemed effective service of process on such party.

Section 8.05.  WAIVER OF JURY TRIAL.  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS PUT OPTION AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 8.06.  Entire Agreement; Third-Party Beneficiaries.  This Put Option Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings and negotiations, both written and oral, between the parties with respect to the subject matter of this Put Option Agreement.  No representation, inducement, promise, understanding, condition or warranty of either party hereto not set forth herein has been made or relied upon by any party hereto.  Neither this Put Option Agreement nor any provision hereof is intended to co nfer upon any Person other than the parties hereto any rights or remedies hereunder.

Section 8.07.  Captions.  The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof.

Section 8.08.  Counterparts; Effectiveness.  This Put Option Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.  This Agreement shall become effective when each party hereto shall have received a counterpart hereof signed by the other party hereto.

Section 8.09.  Severability.  If any term, provision, covenant or restriction of this Put Option Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Put Option Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.  Upon such a determination, the parties shall negotiate in good faith to modify this Put Option Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner so that the tr ansactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

17

IN WITNESS WHEREOF, this Put Option Agreement has been duly executed by the parties hereto as of the day and year first above written.

Repsol YPF, S.A.
By:	/s/ Fernando Ramírez Mazarredo
	Name: Fernando Ramírez Mazarredo
	Title: Chief Financial Officer

Capital Guardian Emerging Markets Equity DC Master Fund,
	as Purchaser and Holder

By: Capital International, Inc.

By:	/s/ Mark E. Brubaker
	Name: Mark E. Brubaker
	Title: Senior Vice President

18

EXHIBIT A

[FORM OF EXERCISE NOTICE]

Repsol YPF S.A.

Paseo de la Castellana 278-280

28046 Madrid (Spain)

Att: Corporate Director Finance

The undersigned (the “Holder”) hereby irrevocably exercises ______________ Put Options (the “Exercised Put Options”).

The Holder hereby confirms that it will, prior to 11:00 a.m., New York City time, on the Settlement Date, cause to be delivered to the Seller the Full Physical Share Amount for each of the Exercised Put Options together with, if applicable, any dividends or distributions (or payments in respect thereof) as set forth in ‎Section 4.03.

[In connection with the distribution of [insert description of Distributed Property of the type described in clause (ii), clause (iii) or clause (iv) of ‎Section 4.03]] on [              , 2011], the Holder hereby elects to:

o    pay to the Seller, on the Settlement Date the net cash proceeds received by the Holder in connection with the sale by the Holder in an arms-length transaction to an unaffiliated third party of the Units of Reference Property underlying the number of Exercised Put Options.

o    deliver to the Seller, on the Settlement Date, the Units of Reference Property underlying the number of Exercised Put Options.]1

[In connection with the Reorganization Event that occurred on [              , 2011], the Holder hereby elects to:

o    pay to the Seller, on the Settlement Date the net cash proceeds received by the Holder in connection with the sale by the Holder in an arms-length transaction to an unaffiliated third party of an amount of Distributed Property distributed in respect of the number of ADSs underlying the Exercised Put Options.

___________________

1 Insert if Distributed Property other than Cash is distributed during the Recapture Period.

A-1

o    deliver to the Seller, on the Settlement Date, the amount of Distributed Property distributed in respect of the number of ADSs underlying the number of Exercised Put Options, as well as any dividends or distributions on such Distributed Property for which the relevant record date occurs in the Recapture Period (including, for the avoidance of doubt, interest payments on debt securities for which the relevant record date occurs in the Recapture Period and principal payments on debt securities for which the relevant maturity occurs in the Recapture Period).]2

[In connection with the distribution of [              ] by the Issuer on the Common Stock for which the Record Date occurred on [               , 2011] but for which the Holder has not [received such Distributed Property as of the date hereof][sold such Distributed Property as of the date hereof], the Holder hereby elects in accordance with ‎ ;Section 4.03 to defer delivery of such [distribution][ payment] until the third Trading Day immediately following [receipt by the Holder of such Distributed Property][the sale of such Distributed Property].]

The Holder hereby directs the Seller to pay the Exercise Price for each of the Exercised Put Options by federal wire transfer as follows:

SWIFT: [               ]

ABA: [                     ]

Acct No: [               ]

Acct Name: [               ]

Trade Ref::  [               ]

Dated: ______________________ Capital Guardian Emerging Markets Equity DC Master Fund

By:
	Authorized Signature
	Address:
	Telephone:

___________________

2 Insert if Reorganization Event occurs during the term of the Put Option.

A-2

EX-99.10

Exhibit 99.10

EXECUTION VERSION

PUT OPTION AGREEMENT

dated as of December 23, 2010

between

Repsol YPF, S.A.

as Seller

and

Capital International Emerging Markets Fund

as Purchaser

TABLE OF CONTENTS

Page

ARTICLE 1
Definitions
Section 1.01.	Certain Definitions	1
ARTICLE 2
Issuance, Execution and Transfer of Put Options
Section 2.01.	Purchase and Sale	4
Section 2.02.	Issuance of Put Options	5
Section 2.03.	Limitations on Transfer	5
ARTICLE 3
Exercise and Settlement of Put Options
Section 3.01.	Exercise of Put Options	5
Section 3.02.	Settlement of Put Options	5
Section 3.03.	Delivery of ADSs	6
Section 3.04.	No Fractional ADSs to Be Delivered	6
Section 3.05.	Calculations Determined by Seller	6
ARTICLE 4
Adjustments
Section 4.01.	Adjustments to Exercise Price	6
Section 4.02.	Adjustments to Number of Put Options	8
Section 4.03.	Pass-Through of Dividends and Distributions.	9
Section 4.04.	Restrictions on Adjustments	10
Section 4.05.	Recapitalizations, Reclassifications and Other Changes	10
Section 4.06.	Common Stock Outstanding.	12
Section 4.07.	Seller’s Determinations Final	12
Section 4.08.	Notice of Adjustments	12
ARTICLE 5
Other Provisions Relating to Rights of Holder
Section 5.01.	Amendments	12

i

ARTICLE 6
Representations, Warranties and Covenants of the Seller
Section 6.01.	Organization and Existence	13
Section 6.02.	Authorization	13
Section 6.03.	Governmental and Court Authorization	13
Section 6.04.	Non-contravention	13
ARTICLE 7
Representations and Warranties of The Purchaser
Section 7.01.	Private Placement	13
Section 7.02.	Organization and Existence	14
Section 7.03.	Authorization	14
Section 7.04.	Governmental and Court Authorization	14
Section 7.05.	Non-contravention	15
Section 7.06.	Title to the ADSs	15
ARTICLE 8
Other Matters
Section 8.01.	Payment of Certain Taxes	15
Section 8.02.	Notices	15
Section 8.03.	Governing Law	16
Section 8.04.	Jurisdiction	16
Section 8.05.	Captions	17
Section 8.08.	Counterparts; Effectiveness	17
Section 8.09.	Severability	17
EXHIBIT A	FORM OF EXERCISE NOTICE	A-1

ii

PUT OPTION AGREEMENT

This Put Option Agreement dated as of December 23, 2010 is between REPSOL YPF, S.A., a corporation organized under the laws of the Kingdom of Spain (the “Seller”), and Capital International Emerging Markets Fund (the “Purchaser”).

WITNESSETH THAT:

WHEREAS, pursuant to a Stock Purchase Agreement dated as of December 22, 2010, Seller has agreed to sell and Purchaser has agreed to purchase from Seller 1,990,000 ADSs (as defined below);

WHEREAS, in connection with such sale and purchase, Purchaser, and each Permitted Transferee, (collectively, the “Purchasers”) collectively desire to purchase from Seller and Seller desires to sell to Purchasers, in the aggregate, a Number of Put Options necessary to reduce the total number of ADSs purchased from Seller by Purchasers to no more than 15% of the Free Float of the ADSs, determined as of the Trading Day immediately preceding the Determination Date;

NOW THEREFORE in consideration of the mutual agreements herein contained, the Seller and the Purchaser agree as follows:

ARTICLE 1

Definitions

Section 1.01.  Certain Definitions.  As used in this Put Option Agreement, the following terms shall have their respective meanings set forth below:

“$” refers to such coin or currency of the United States as at any time of payment is legal tender for the payment of public and private debts.

“ADS” means American Depositary Shares of the Issuer evidenced by American Depositary Receipts and issued pursuant to the Deposit Agreement.

“Affiliate” means a Person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the Issuer.

“Applicable Law” means, with respect to any Person, any federal, state or local law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, order, injunction, judgment, decree, ruling or other similar requirement enacted, adopted, promulgated or applied by a Governmental Body that is binding upon or applicable to such Person, as amended unless expressly specified otherwise.

1

“Board of Directors” means the board of directors of the Seller or any committee of such board of directors duly authorized to exercise the power of such board of directors with respect to the matters provided for in this Put Option Agreement as to which the board of directors is authorized or required to act.

“Business Day” means a day, other than Saturday, Sunday or other day on which commercial banks in New York, New York or Madrid, Spain or Buenos Aires, Argentina are authorized or required by Applicable Law to close.

“Capital Stock” means any and all shares, interests, participations or other equivalents (however designated) of capital stock of the Issuer and all warrants or options to acquire such capital stock.

“Cash” means such coin or currency of the United States as at any time of payment is legal tender for the payment of public and private debts.

“Close of Business” means 5:00 p.m. New York City time.

“Common Stock” means Class D Common Stock, par value 10 Argentinian pesos per share, of the Issuer, subject to ‎Section 4.05.

“Deposit Agreement” means the Amended and Restated Deposit Agreement dated as of November 13, 2009 between the Issuer and Depositary (as the same may be amended, restated or replaced from time to time).

“Depositary” The Bank of New York Mellon, acting as depositary under the Deposit Agreement (and any successor or replacement thereto).

“Determination Date” means December 22, 2011.

“Distributed Property” has the meaning set forth in ‎Section 4.03.

“Exercise Date” has the meaning set forth in ‎Section 3.01.

“Exercise Notice” means, for any Put Option, the exercise notice substantially in the form set forth in Exhibit A hereto.

“Exercise Price” means initially $39.00 per Put Option, subject to adjustment pursuant to ‎Article 4.

“Expiration Date” means, for any Put Option, January 23, 2012, regardless of whether such date is a Trading Day.

“Free Float” means the aggregate number of shares of Common Stock (including shares of Common Stock underlying ADSs) held by non-Affiliates of

2

the Issuer and eligible for resale (in the case of shares of Common Stock, upon conversion into ADSs) without restriction on the New York Stock Exchange.

“Full Physical Share Amount” has the meaning set forth in ‎Section 3.02.

“Governmental Body” means any governmental body, agency or official of any country or political subdivision of any country, including any federal, national, supranational, state, provincial, local or other government, governmental, regulatory or administrative authority (including any self-regulatory organization), agency or commission or any court, tribunal, or judicial or arbitral body.

“Holder” means the Purchaser.

“Issuer” means YPF Sociedad AnÓnima.

“Number of Put Options” means 1,990,000; provided that the Number of Put Options shall be reduced, as of the Trading Day prior to the Determination Date, by 4.656% of the Free Float as of the Trading Day prior to the Determination Date, rounded up to the nearest whole number; provided further that if such reduction results in a negative number, the Number of Put Options will be deemed to be zero.  T he Number of Put Options shall be subject to adjustment pursuant to ‎Section 4.02.

“Open of Business” means 9:00 a.m., New York City time.

“Permitted Transferee” means each of Capital Guardian Emerging Markets Equity DC Master Fund, Capital Guardian Emerging Markets Equity Master Fund, Capital Guardian Emerging Markets Equity Fund for Tax-Exempt Trusts, Emerging Markets Growth Fund, Inc., Capital Guardian Emerging Markets Restricted Equity Fund for Tax-Exempt Trusts, Capital International Emerging Markets Total Opportunities, Capital Guardian Emerging Markets Total Opportunities Master Fund and Capital Guardian Emerging Markets Total Opportunities Fund for Tax-Exempt Trusts.

“Person” means an individual, partnership, firm, corporation, business trust, joint stock company, trust, unincorporated association, joint venture, governmental authority or other entity of whatever nature.

“Put Option” means a Put Option of the Seller exercisable for one ADS of the Issuer, subject to adjustment as provided herein, and issued pursuant to this Put Option Agreement with the terms, conditions and rights set forth in this Put Option Agreement.

“Recapture Period” has the meaning set forth in ‎Section 4.03.

3

“Record Date” means, with respect to any dividend, distribution or other transaction or event in which the holders of ADSs have the right to receive any Cash, securities or other property or in which ADSs (or other applicable security) is exchanged for or converted into any combination of Cash, securities or other property, the date fixed for determination of holders of ADSs entitled to receive such Cash, securities or other property (whether such date is fixed by the Board of Directors or by statute, contract or otherwise).

“Reference Property” has the meaning set forth in ‎Section 4.05.

“Reorganization Event” has the meaning set forth in ‎Section 4.05.

“SEC” means Securities and Exchange Commission of the United States.

“Securities Act” means the Securities Act of 1933, as amended.

“Settlement Date” means, in respect of a Put Option that is exercised hereunder, the third Trading Day immediately following the Exercise Date.

“Stock Purchase Agreement” means the Stock Purchase Agreement dated as of December 22, 2010 between the Seller and the Purchaser.

“Trading Day” means (i) if the applicable security is listed on the New York Stock Exchange, a day on which trades may be made thereon or (ii) if the applicable security is listed or admitted for trading on the American Stock Exchange, the NASDAQ Global Select Market, the NASDAQ Global Market or other national securities exchange or market, a day on which the American Stock Exchange, the NASDAQ Global Select Market, the NASDAQ Global Market or such other national securities exchange or market is open for business or (iii) if the applicable security is not so listed, admitted for trading or quoted, any Business Day in New York City, New York.

“Unit of Reference Property” has the meaning set forth in ‎Section 4.05.

ARTICLE 2

Issuance, Execution and Transfer of Put Options

Section 2.01.  Purchase and Sale.  Upon the terms and subject to the conditions of this Put Option Agreement, the Seller agrees to sell to the Purchaser, and the Purchaser agrees to purchase from the Seller, the Number of Put Options in consideration for Purchaser’s agreement to purchase all of the ADSs to be purchased pursuant to the Stock Purchase Agreement.

4

Section 2.02. Issuance of Put Options.  The Number of Put Options issued hereunder shall be represented by this Put Option Agreement.  The issue date of the Put Options shall be the date of the Closing (as defined in the Stock Purchase Agreement). The Put Options issued to the Purchaser at the Closing shall be the only Put Options issued or outstanding under this Put Option Agreement. All Put Options issued under this Put Option Agreement shall in all respects be equally and ratably entitled to the benefits hereof, without preference, priority, or distinction.

Section 2.03.  Limitations on Transfer.Except as set forth in the immediately succeeding sentence, neither this Put Option Agreement, the Put Options evidenced hereby nor any interest or obligation in or under this Put Option Agreement may be directly or indirectly transferred, assigned or otherwise disposed of (whether by way of security or otherwise) by the Purchaser without the prior written consent of the Seller. The Purchaser shall be permitted to transfer or assign the Put Options evidenced hereby and its interests an d obligations under this Put Option Agreement to any Permitted Transferee.  In connection with any transfer or assignment pursuant to the immediately preceding sentence, the Purchaser shall give the Seller prompt written notice of such transfer or assignment, the number of Put Options that have been transferred or assigned and the identity of the relevant transferee or assignee.

ARTICLE 3

Exercise and Settlement of Put Options

Section 3.01.  Exercise of Put Options.During the period beginning at the Open of Business on the Determination Date and ending at the Close of Business on the Expiration Date, the Holder shall be entitled to exercise, in accordance with this ‎Article 3, the full Number of Put Options or any portion thereof (which shall not include any fractional Put Options) by delivering a duly completed and executed Exercise Notice to the Seller; provided that the Holder shall not be entitled to deliver more than one Exercise Notice to the Seller.  Any Put Options not exercised prior to the Close of Business on the Expiration Date shall expire unexercised. The date on which the Holder complies with the requirements for exercise set forth in this ‎Section 3.01 in respect of one or more Put Options is the “Exercise Date” for such Put Options.  However, if such date is not a Trading Day or the Holder satisfies such requirements after the Close of Business on a Trading Day, then the Exercise Date shall be the immediately succeeding Trading Day.  The Seller shall notify the Holder, not later than the Open of Business on the Determination Date of the Number of Put Options.

Section 3.02.  Settlement of Put Options.  For each Put Option exercised hereunder, (i) prior to 11:00 a.m., New York City time, on the Settlement Date, the Holder shall cause to be delivered to the Seller one ADS (the “Full Physical

5

Share Amount”) together with, if applicable, any dividends or distributions (or payments in respect thereof) as set forth in ‎Section 4.03, and (ii) on the Settlement Date, following rece ipt by the Holder of such amounts as set forth in clause ‎(i) above, the Seller shall pay the Exercise Price (determined as of such Exercise Date), by federal wire or other immediately available funds payable to the order of the Holder and notified to the Seller in accordance with ‎Section 8.02.

Section 3.03.  Delivery of ADSs.  (a) In connection with the exercise of any Put Options pursuant to ‎Section 3.02, the Holder shall deliver to the Seller a number of ADSs equal to the Number of Put Options that the Holder so exercises.

(b)The Seller shall for all purposes be deemed to have become the holder of record of any ADSs delivered upon exercise of the Put Options represented by this Put Option Agreement as of the Close of Business on the later of the Exercise Date and the date of payment by the Seller of the Exercise Price in accordance with ‎Section 3.02.  However, if any such date is a date when the ADS transfer books of the Depositary are closed, the Seller shall be deemed to have become the holder of such ADSs at the Close of Business on the next succeeding date on which the ADS transfer books of the Depositary are open.

Section 3.04.  No Fractional ADSs to Be Delivered.(a) Notwithstanding anything to the contrary in this Put Option Agreement, the Holder shall not be required to deliver any fraction of an ADS upon exercise of any Put Options.

(b)The Seller hereby expressly waives its right to receive any fraction of an ADS or a receipt representing a fraction of an ADS.

Section 3.05.  Calculations Determined by Seller.The Seller shall be responsible for performing all calculations required in connection with the exercise and settlement of the Put Options and the delivery of ADSs as described in this ‎Article 3.  In connection therewith, the Seller shall provide prompt written notice to the Holder of the number of ADSs deliverable upon exercise and settlement of the Put Options.

ARTICLE 4

Adjustments

Section 4.01.  Adjustments to Exercise Price.  The Exercise Price for the Put Options shall be subject to adjustment (without duplication) upon the occurrence of any of the following events:

(a)(i) The issuance of Common Stock as a dividend or distribution to all holders of Common Stock, or a subdivision or combination of Common Stock,

6

in which event the Exercise Price shall be adjusted based on the following formula:

where:

EP0 = the Exercise Price in effect immediately prior to the Close of Business on the Record Date for such dividend or distribution, or immediately prior to the Open of Business on the effective date for such subdivision or combination, as the case may be;

EP1 = the Exercise Price in effect immediately after the Close of Business on the Record Date for such dividend or distribution, or immediately after the Open of Business on the effective date for such subdivision or combination, as the case may be;

OS0 = the number of shares of Common Stock outstanding immediately prior to the Close of Business on the Record Date for such dividend or distribution, or immediately prior to the Open of Business on the effective date for such subdivision or combination, as the case may be;

OS1 = the number of shares of Common Stock that would be outstanding immediately after, and solely as a result of, such dividend, distribution, subdivision or combination;

ADS0 = the number of shares of Common Stock represented by an ADS immediately prior to the Close of Business on the Record Date for such dividend or distribution, or immediately prior to the Open of Business on the effective date for such subdivision or combination, as the case may be; and

ADS1 = the number of shares of Common Stock represented by an ADS immediately after giving effect to such dividend, distribution, subdivision or combination, as the case may be.

Such adjustment shall become effective immediately after the Close of Business on the Record Date for such dividend or distribution, or immediately after the Open of Business on the effective date for such subdivision or

7

combination, as the case may be. If any dividend or distribution of the type described in this ‎Section 4.01(a) is declared but not so paid or made, the Exercise Price shall again be adjusted to the Exercise Price that would then be in effect if such dividend or distribution had not been declared or announced, as the case may be.

(ii)In the event of (A) any subdivision or split of the outstanding ADSs, (B) any distribution of additional ADSs to holders of ADSs, or (C) any combination of the outstanding ADSs into a smaller number of ADSs, the Seller shall adjust the Exercise Price (and shall make a corresponding adjustment to the Number of Put Options pursuant to ‎Section 4.02) in effect immediately before the event triggering the adjustment so that the Seller will be entitled to receive, upon the Holder’s exercise of the Put Options issued hereunder, the number of ADSs that the Seller would have been entitled to receive upon the Holder’s exercise immediately following this event had the Put Options issued hereunder been exercised for the underlying ADS immediately before this event or any record date with respect to it.

(b)If the Common Stock ceases to be represented by American Depositary Receipts issued under a depositary receipt program sponsored by the Issuer, or the ADSs cease to be listed on the New York Stock Exchange (and are not at that time listed on another United States national securities exchange), all references in this Put Option Agreement to the ADSs relative to the terms of the Put Options shall be deemed to have been replaced by a reference to the number of shares of Common Stock represented by an ADS on the date the Common Stock ceases to be represented by American Depositary Receipts issued under a depositary receipt program sponsored b y the Issuer or on the last day on which the ADSs were traded on the New York Stock Exchange (or another United States national securities exchange), as the case may be, as adjusted, pursuant to the adjustment provisions of this Put Option Agreement, for any other property the ADSs represented as if the other property had been distributed to holders of the ADSs on that day.

Section 4.02.  Adjustments to Number of Put Options.  Concurrently with any adjustment to the Exercise Price under ‎Section 4.01, the Number of Put Options shall be adjusted such that the Number of Put Options in effect immediately following the effectiveness of such adjustment will be equal to the Number of Put Options in effect immediately prior to such adjustment, multiplied by a fraction, (i) the numerator of which is the Exercise Price in effect immediately prior to such adjustment and (ii) the denominator of which is the Exercise Price in effect immediately following such adjustment, rounded up to the nearest whole number.

8

Section 4.03. Pass-Through of Dividends and Distributions. If an issuance, dividend or other distribution is made to all holders of ADSs of any (i) Cash dividends or distributions, (ii) distributions of any rights or warrants to purchase Common Stock or other securities or assets of the Issuer, (iii) distributions of shares of the Issuer’s Capital Stock (other than Common Stock) or (iv) evidences of the Issuer’s indebtedness (clauses (i) through (iv), collectively, the “Distributed Property”), in each case, for which the Record Date for such issuance, dividend or distribution occurs during the period (the “Recapture Period”) from, and including, the date hereof and to, but excluding, the date on which the Seller becomes the holder of record of any ADSs delivered upon exercise of the Put Options represented by this Put Option Agreement pursuant to  ‎Section 3.03(b), then upon exercise of any Put Options hereunder, the Holder shall, in the case of any Distributed Property described in clause (i) above, pay to the Seller, on the Settlement Date the amount of Cash paid in respect of the numbe r of ADSs underlying the number of Put Options exercised by the Holder, and in the case of any Distributed Property described in clause (ii), clause (iii) or clause (iv) above, at Holder’s election, which shall be set forth in the relevant Exercise Notice, either:

(a)pay to the Seller, on the Settlement Date the net cash proceeds received by the Holder in connection with the sale by the Holder in an arms-length transaction to an unaffiliated third party of an amount of Distributed Property distributed in respect of the number of ADSs underlying the number of Put Options exercised; or

(b)deliver to the Seller, on the Settlement Date, the amount of Distributed Property distributed in respect of the number of ADSs underlying the number of Put Options so exercised by the Holder, as well as any dividends or distributions on such Distributed Property for which the relevant record date occurs in the Recapture Period (including, for the avoidance of doubt, interest payments on debt securities for which the relevant record date occurs in the Recapture Period and principal payments on debt securities for which the relevant maturity occurs in the Recapture Period).

Upon the issuance, dividend or distribution of any Distributed Property described in clause (ii), clause (iii) or clause (iv) above, for which the Record Date occurs during the Recapture Period and for which the Holder has elected to sell such Distributed Property and deliver the net cash proceeds to Seller in accordance with clause ‎(a) above, the Holder agrees (x) to use commercially reasonable efforts to sell promptly such Distributed Property in an arms-length transaction to one or more unaffiliated third parties (which shall include the Seller) and (y) prior to consummating any sale of such Distributed Property to any unaffiliated third party other than the Seller, to grant the Seller a right of first refusal, exercisable for five Trading Days, in respect of any proposed sale of such Distributed Property to any unaffiliated third party other than the Seller (other

9

than any sale of such Distributed Property on an exchange or recognized market at the then-current market price for such Distributed Property or such exchange or recognized market), at a price equal to the proposed sale price.  Upon the consummation of the sale of such Distributed Property to any unaffiliated third party other than the Seller, Holder shall promptly notify the Seller of such sale and the corresponding net cash proceeds therefrom.

Notwithstanding the foregoing, in connection with the issuance, dividend or distribution of any Distributed Property for which the Record Date occurs during the Recapture Period, if the Holder has not received any such Distributed Property as of the Settlement Date or if the Holder has elected to sell such Distributed Property in accordance with clause ‎(a) above and h as not sold such Distributed Property as of the Settlement Date, then the Holder may elect in respect of any Put Options exercised hereunder to defer payment or delivery, as the case may be, of such issuance, dividend or distribution or, if the Holder has elected to sell such Distributed Property, the net cash proceeds received by the Holder in connection with the sale of such Distributed Property in accordance with clause ‎(a) above, in each case, until the third Trading Day immediately following receipt by the Holder of such Distributed Property or, if the Holder has elected to sell such Distributed Property in a ccordance with clause ‎(a) above, the third Trading Day immediately following the sale of such Distributed Property.

Section 4.04.  Restrictions on Adjustments.  (a) Except in accordance with ‎Section 4.01 and ‎Section 4.02, the Exercise Price and the Number of Put Options will not be adjusted for the issuance of Common Stock or ADSs, for any dividend or distribution in respect of the Common Stock or ADSs or any other transaction or event relating to or affecting the Common Stock or ADSs.

(b)No adjustment shall be made to the Exercise Price, nor will any corresponding adjustment be made to the Number of Put Options, unless the adjustment would result in a change of at least 1% of the Exercise Price.

Section 4.05.  Recapitalizations, Reclassifications and Other Changes.(a)If any of the following events occur:

(i)any recapitalization;

(ii)any reclassification or change of the outstanding shares of Common Stock (other than changes resulting from a subdivision or combination to which ‎Section 4.01(a) applies);

(iii)any consolidation, merger or combination involving the Issuer;

10

(iv)any sale or conveyance to a third party of all or substantially all of the Issuer’s assets; or

(v)any statutory share exchange,

(each such event a “Reorganization Event”), in each case as a result of which the Common Stock would be converted into, or exchanged for, stock, other securities, other property or assets (including cash or any combination thereof) (the “Reference Property”), then, following the effective time of the transaction, the Holder’s obligation to deliver ADSs upon exercise of a Put Option shall be changed to an obligation to pay or deliver, at Holder’s election, which shall be set forth in the relevant Exercise Notice, either:

(i)the net cash proceeds received by the Holder in connection with the sale by the Holder in an arms-length transaction to an unaffiliated third party of the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that the Holder received in connection with such Reorganization Event in respect of one ADS (such kind and amount of Reference Property per ADS, a “Unit of Reference Property”); or

(ii)a Unit of Reference Property.

In the event holders of the ADSs have the opportunity to elect the form of consideration to be received in a Reorganization Event, the type and amount of consideration to be delivered upon exercise of a Put Option hereunder, or sold by the Holder in an arms length transaction as described in clause ‎(i) above, from and after the effective time of such Reorganization Event shall be deemed to be the t ypes and amounts of consideration actually received by the Holder in such Reorganization Event in respect of the Holder’s ADSs.

(b)Upon the issuance, dividend or distribution of any non-Cash Reference Property for which the Holder has elected to sell such Reference Property and deliver the net cash proceeds to Seller in accordance with clause (a)(i) above, the Holder agrees (x) to use commercially reasonable efforts to sell promptly such Reference Property in an arms-length transaction to one or more unaffiliated third parties (which shall include the Seller) and (y) prior to consummating any sale of such Reference Property to any unaffiliated third party other than the Seller, to gra nt the Seller a right of first refusal, exercisable for five Trading Days, in respect of any proposed sale of such Distributed Property to any unaffiliated third party other than the Seller (other than any sale of such Reference Property on an exchange or recognized market at the then-current market price for such Reference Property on such exchange or recognized market), at a price equal to the proposed sale price.  Upon the consummation of the sale of such Reference Property to any unaffiliated third party other than the Seller, Holder shall

11

promptly notify the Seller of such sale and the corresponding net cash proceeds therefrom.

(c)At any time from, and including, the effective time of a Reorganization Event, the Full Physical Share Amount per Put Option shall be equal to a single Unit of Reference Property (or, if the Holder elects to sell the Reference Property pursuant to clause (a)‎(i) above, the net cash proceeds received per Unit of Reference Property in such sale).

(d)The above provisions of this ‎Section 4.05 shall similarly apply to successive Reorganization Events.

(e)If this ‎Section 4.05 applies to any event or occurrence, no other provision of this ‎Article 4 shall apply to such event or occurrence.

Section 4.06.  Common Stock Outstanding. For the purposes of this ‎Article 4, the number of shares of Common Stock at any time outstanding shall not include shares held, directly or indirectly, by the Issuer, but shall include shares issuable in respect of scrip certificates issued in lieu of fractions of shares of Common Stock.

Section 4.07.  Seller’s Determinations Final.  The Seller shall be responsible for making all calculations called for under this Put Option Agreement. These calculations include, but are not limited to, the Exercise Date, the Exercise Price, the Number of Put Options and the number of ADSs or Units of Reference Property, if any, to be delivered upon exercise of the Number of Put Options.

Section 4.08.  Notice of Adjustments.  Whenever the Exercise Price or the Number of Put Options is adjusted pursuant to this ‎Article 4, the Seller shall promptly mail to the Holder a notice of the adjustment.

ARTICLE 5

Other Provisions Relating to Rights of Holder

Section 5.01.  Amendments.  No amendment, modification or waiver in respect of this Put Option Agreement will be effective unless in writing (including a writing evidenced by a facsimile transmission) and executed by each of the parties or confirmed by an exchange of telexes or electronic messages on an electronic messaging system.

12

ARTICLE 6

Representations, Warranties and Covenants of the Seller

The Seller hereby represents and warrants to the Purchaser that:

Section 6.01.  Organization and Existence.  The Seller is a corporation (sociedad anónima) duly organized and validly existing under the laws of the Kingdom of Spain.

Section 6.02.  Authorization.  The execution, delivery and performance by the Seller of this Put Option Agreement and the consummation by the Seller of the transactions contemplated hereby are within the powers of the Seller and have been duly authorized by all necessary action on the part of the Seller.  This Put Option Agreement constitutes the valid and binding agreement of the Seller, enforceable against the Seller in accordance with its terms.

Section 6.03.  Governmental and Court Authorization.  The execution, delivery and performance by the Seller of this Put Option Agreement and the consummation by the Seller of the transactions contemplated hereby require no action by, or in respect of, or consent, approval or authorization of, or filing, registration or qualification with, any Governmental Body.

Section 6.04.  Non-contravention.  The execution, delivery and performance by the Seller of this Put Option Agreement do not and shall not (i) contravene or conflict with the articles of incorporation, bylaws or other organizational document binding on the Seller, (ii) contravene or conflict with or constitute a violation of any Applicable Law binding upon or applicable to the Seller or (iii) require any consent, approval or other action by any Person or constitute a default under or give rise to any right of termination, cancellation or acceleration of any right or obligation of the Seller or to a loss of any benefit to which the Seller is entitled under any agreement, contract, indenture, lease or other instrument binding upon the Seller or any license, franchise, permit or other similar authorization held by the Seller.

ARTICLE 7

Representations and Warranties of The Purchaser

Section 7.01.  Private Placement.  The Purchaser hereby represents and warrants to and agrees with the Seller that:

(a)The offer and sale of the Put Options has not been registered under the Securities Act;

13

(b)It is a “qualified institutional buyer” as defined in Rule 144A (a “QIB”) under the Securities Act;

(c)It is acquiring the Put Options for its own account or for one or more accounts (each of which is a QIB and as to each of which it exercises sole investment discretion and for each of which it has full power to make the acknowledgments, representations and agreements herein) and not with a view to, or for sale in connection with, any public resale or distribution thereof;

(d)It understands that no offering circular or prospectus will be provided or prepared in connection with the offer and sale of the Put Options;

(e)It has conducted its own investigation of the Put Options and the Seller and the Seller has not made any representation to it, express or implied, with respect to the Put Options or the Seller.  It has received and reviewed all financial and other information that it believes is necessary or appropriate in connection with its decision to purchase the Put Options;

(f)It represents that it has such knowledge and experience in financial and business matters (including investments in unregistered equity securities of non-U.S. issuers) as to enable it to evaluate the merits and risk of its investment in the Put Options and that it and any accounts for which it is acting is able to bear the economic risk of investing in and holding such Put Options; and

(g)It understands that the Put Options are being offered in a transaction not involving any public offering in the United States within the meaning of the Securities Act.

Section 7.02.  Organization and Existence.  The Purchaser hereby represents and warrants that it is a Societe d'Investissement A Capital Variable duly organized, validly existing and in good standing under the laws of Luxembourg.

Section 7.03. Authorization.  The Purchaser hereby represents and warrants that the execution, delivery and performance by the Purchaser of this Put Option Agreement and the consummation by the Purchaser of the transactions contemplated hereby are within its powers and have been duly authorized by all necessary action on its part.  This Put Option Agreement constitutes a valid and binding agreement enforceable against the Purchaser in accordance with its terms.

Section 7.04. Governmental and Court Authorization.  The Purchaser hereby represents and warrants that the execution, delivery and performance by the Purchaser of this Put Option Agreement and the consummation by the Purchaser of the transactions contemplated hereby require no action by, or in respect of, or consent, approval or authorization of, or filing, registration or qualification with, any Governmental Body.

14

Section 7.05.  Non-contravention.  The Purchaser hereby represents and warrants that the execution, delivery and performance by the Purchaser of this Put Option Agreement do not and shall not (i) contravene or conflict with the articles of incorporation, bylaws or other organizational document binding on the Purchaser, (ii) contravene or conflict with or constitute a violation of any Applicable Law binding upon or applicable to the Purchaser or (iii) require any consent, approval or other action by any Person or constitute a default under or give rise to any right of termination, cancellation or acceleration of any right or obligation of the Purchaser or to a loss of any benefit to which the Purchaser is entitled under any agreement, contract, indenture, lease or other instrument binding upon the Purchaser or any license, franchise, permit or other similar authorization held by the Purchaser.

Section 7.06.  Title to the ADSs.  The Holder has valid title to the ADSs to be delivered upon exercise of the Number of Put Options under this Put Option Agreement, free and clear of all security interests, claims, liens, equities or other encumbrances.

ARTICLE 8

Other Matters

Section 8.01.  Payment of Certain Taxes.  (a) The Seller shall pay any and all documentary, stamp or similar issue or transfer taxes that may be payable upon the initial issuance of the Put Options hereunder.

(b)The Holder shall pay any and all documentary, stamp or similar issue or transfer taxes that may be payable upon the delivery of ADSs upon the exercise of Put Options hereunder and the transfer of American Depositary Receipts in respect thereof in the name of, or in such name as may be directed by, the Seller.

Section 8.02.  Notices.  All notices, requests and other communications to any party hereunder shall be in writing (including facsimile transmission) and shall be given:

if to the Seller, to:

Repsol YPF S.A.

Paseo de la Castellana 278-280

28046 Madrid (Spain)

Att: Corporate Director Finance

Facsimile No.: + 34 90 255 51 34

15

with copies (which shall not constitute notice) to:

Repsol YPF S.A.

Paseo de la Castellana 278-280

28046 Madrid (Spain)

Att: Corporate Director Legal Services

Facsimile No.: + 34 91 348 40 86

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, NY 10017

Att:  Nicholas A. Kronfeld

Facsimile No.: + 1 (212) 450-5950

if to the Purchaser or Holder, to:

Capital International, Inc.

333 South Hope Street

Los Angeles, CA 90071

Attn:  Legal

Facsimile No.: + 1-213-486-9034

or such other address or facsimile number as such party may hereafter specify for the purpose by notice to the other party hereto.  All such notices, requests and other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to 5:00 p.m. in the place of receipt and such day is a Business Day in the place of receipt.  Otherwise, any such notice, request or communication shall be deemed not to have been received until the next succeeding Business Day in the place of receipt.

Section 8.03.  Governing Law.  This Put Option Agreement shall be construed in accordance with and governed by the internal law of the State of New York, without regard to the conflicts of law rules of such state.

Section 8.04.  Jurisdiction.  Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Put Option Agreement or the transactions contemplated hereby may be brought against any of the parties in any United States District Court for the Southern District of New York or any New York State court sitting in New York City, so long as one of such courts shall have subject matter jurisdiction over such suit, action or proceeding, and that any cause of action arising out of this Put Option Agreement shall be deemed to have arisen from a transaction of busi ness in the State of New York, and each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted

16

by law, any objection it may now have or hereafter have to venue laid therein or that any such suit, action or proceeding which is brought in such court has been brought in an inconvenient forum.  Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court.  Without limiting the foregoing, each party agrees that service of process on such party as provided in ‎Section 8.02 shall be deemed effective service of process on such party.

Section 8.05.  WAIVER OF JURY TRIAL.  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS PUT OPTION AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 8.06.  Entire Agreement; Third-Party Beneficiaries.  This Put Option Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings and negotiations, both written and oral, between the parties with respect to the subject matter of this Put Option Agreement.  No representation, inducement, promise, understanding, condition or warranty of either party hereto not set forth herein has been made or relied upon by any party hereto.  Neither this Put Option Agreement nor any provision hereof is intended to co nfer upon any Person other than the parties hereto any rights or remedies hereunder.

Section 8.07.  Captions.  The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof.

Section 8.08.  Counterparts; Effectiveness.  This Put Option Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.  This Agreement shall become effective when each party hereto shall have received a counterpart hereof signed by the other party hereto.

Section 8.09.  Severability.  If any term, provision, covenant or restriction of this Put Option Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Put Option Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.  Upon such a determination, the parties shall negotiate in good faith to modify this Put Option Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner so that the tr ansactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

17

IN WITNESS WHEREOF, this Put Option Agreement has been duly executed by the parties hereto as of the day and year first above written.

Repsol YPF, S.A.
By:	/s/ Fernando Ramírez Mazarredo
	Name: Fernando Ramírez Mazarredo
	Title: Chief Financial Officer

Capital International Emerging Markets Fund,
	as Purchaser and Holder

By: Capital International, Inc.

By:	/s/ Mark E. Brubaker
	Name: Mark E. Brubaker
	Title: Senior Vice President

18

EXHIBIT A

[FORM OF EXERCISE NOTICE]

Repsol YPF S.A.

Paseo de la Castellana 278-280

28046 Madrid (Spain)

Att: Corporate Director Finance

The undersigned (the “Holder”) hereby irrevocably exercises ______________ Put Options (the “Exercised Put Options”).

The Holder hereby confirms that it will, prior to 11:00 a.m., New York City time, on the Settlement Date, cause to be delivered to the Seller the Full Physical Share Amount for each of the Exercised Put Options together with, if applicable, any dividends or distributions (or payments in respect thereof) as set forth in ‎Section 4.03.

[In connection with the distribution of [insert description of Distributed Property of the type described in clause (ii), clause (iii) or clause (iv) of ‎Section 4.03]] on [              , 2011], the Holder hereby elects to:

o    pay to the Seller, on the Settlement Date the net cash proceeds received by the Holder in connection with the sale by the Holder in an arms-length transaction to an unaffiliated third party of the Units of Reference Property underlying the number of Exercised Put Options.

o    deliver to the Seller, on the Settlement Date, the Units of Reference Property underlying the number of Exercised Put Options.]1

[In connection with the Reorganization Event that occurred on [              , 2011], the Holder hereby elects to:

o    pay to the Seller, on the Settlement Date the net cash proceeds received by the Holder in connection with the sale by the Holder in an arms-length transaction to an unaffiliated third party of an amount of Distributed Property distributed in respect of the number of ADSs underlying the Exercised Put Options.

___________________

1 Insert if Distributed Property other than Cash is distributed during the Recapture Period.

A-1

o    deliver to the Seller, on the Settlement Date, the amount of Distributed Property distributed in respect of the number of ADSs underlying the number of Exercised Put Options, as well as any dividends or distributions on such Distributed Property for which the relevant record date occurs in the Recapture Period (including, for the avoidance of doubt, interest payments on debt securities for which the relevant record date occurs in the Recapture Period and principal payments on debt securities for which the relevant maturity occurs in the Recapture Period).]2

[In connection with the distribution of [              ] by the Issuer on the Common Stock for which the Record Date occurred on [               , 2011] but for which the Holder has not [received such Distributed Property as of the date hereof][sold such Distributed Property as of the date hereof], the Holder hereby elects in accordance with ‎ ;Section 4.03 to defer delivery of such [distribution][ payment] until the third Trading Day immediately following [receipt by the Holder of such Distributed Property][the sale of such Distributed Property].]

The Holder hereby directs the Seller to pay the Exercise Price for each of the Exercised Put Options by federal wire transfer as follows:

SWIFT: [               ]

ABA: [                     ]

Acct No: [               ]

Acct Name: [               ]

Trade Ref::  [               ]

Dated: ______________________ Capital International Emerging Markets Fund

By:
	Authorized Signature
	Address:
	Telephone:

___________________

2 Insert if Reorganization Event occurs during the term of the Put Option.

A-2

EX-99.11

Exhibit 99.11

EXECUTION VERSION

PUT OPTION AGREEMENT

dated as of December 23, 2010

between

Repsol YPF, S.A.

as Seller

and

Capital Guardian Emerging Markets Equity Fund for Tax-Exempt Trusts

as Purchaser

TABLE OF CONTENTS

Page

ARTICLE 1
Definitions
Section 1.01.	Certain Definitions	1
ARTICLE 2
Issuance, Execution and Transfer of Put Options
Section 2.01.	Purchase and Sale	4
Section 2.02.	Issuance of Put Options	5
Section 2.03.	Limitations on Transfer	5
ARTICLE 3
Exercise and Settlement of Put Options
Section 3.01.	Exercise of Put Options	5
Section 3.02.	Settlement of Put Options	5
Section 3.03.	Delivery of ADSs	6
Section 3.04.	No Fractional ADSs to Be Delivered	6
Section 3.05.	Calculations Determined by Seller	6
ARTICLE 4
Adjustments
Section 4.01.	Adjustments to Exercise Price	6
Section 4.02.	Adjustments to Number of Put Options	8
Section 4.03.	Pass-Through of Dividends and Distributions.	9
Section 4.04.	Restrictions on Adjustments	10
Section 4.05.	Recapitalizations, Reclassifications and Other Changes	10
Section 4.06.	Common Stock Outstanding.	12
Section 4.07.	Seller’s Determinations Final	12
Section 4.08.	Notice of Adjustments	12
ARTICLE 5
Other Provisions Relating to Rights of Holder
Section 5.01.	Amendments	12

i

ARTICLE 6
Representations, Warranties and Covenants of the Seller
Section 6.01.	Organization and Existence	13
Section 6.02.	Authorization	13
Section 6.03.	Governmental and Court Authorization	13
Section 6.04.	Non-contravention	13
ARTICLE 7
Representations and Warranties of The Purchaser
Section 7.01.	Private Placement	13
Section 7.02.	Organization and Existence	14
Section 7.03.	Authorization	14
Section 7.04.	Governmental and Court Authorization	14
Section 7.05.	Non-contravention	15
Section 7.06.	Title to the ADSs	15
ARTICLE 8
Other Matters
Section 8.01.	Payment of Certain Taxes	15
Section 8.02.	Notices	15
Section 8.03.	Governing Law	16
Section 8.04.	Jurisdiction	16
Section 8.05.	Captions	17
Section 8.08.	Counterparts; Effectiveness	17
Section 8.09.	Severability	17
EXHIBIT A	FORM OF EXERCISE NOTICE	A-1

ii

PUT OPTION AGREEMENT

This Put Option Agreement dated as of December 23, 2010 is between REPSOL YPF, S.A., a corporation organized under the laws of the Kingdom of Spain (the “Seller”), and Capital Guardian Emerging Markets Equity Fund for Tax-Exempt Trusts (the “Purchaser”).

WITNESSETH THAT:

WHEREAS, pursuant to a Stock Purchase Agreement dated as of December 22, 2010, Seller has agreed to sell and Purchaser has agreed to purchase from Seller 32,600 ADSs (as defined below);

WHEREAS, in connection with such sale and purchase, Purchaser, and each Permitted Transferee, (collectively, the “Purchasers”) collectively desire to purchase from Seller and Seller desires to sell to Purchasers, in the aggregate, a Number of Put Options necessary to reduce the total number of ADSs purchased from Seller by Purchasers to no more than 15% of the Free Float of the ADSs, determined as of the Trading Day immediately preceding the Determination Date;

NOW THEREFORE in consideration of the mutual agreements herein contained, the Seller and the Purchaser agree as follows:

ARTICLE 1

Definitions

Section 1.01.  Certain Definitions.  As used in this Put Option Agreement, the following terms shall have their respective meanings set forth below:

“$” refers to such coin or currency of the United States as at any time of payment is legal tender for the payment of public and private debts.

“ADS” means American Depositary Shares of the Issuer evidenced by American Depositary Receipts and issued pursuant to the Deposit Agreement.

“Affiliate” means a Person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the Issuer.

“Applicable Law” means, with respect to any Person, any federal, state or local law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, order, injunction, judgment, decree, ruling or other similar requirement enacted, adopted, promulgated or applied by a Governmental Body that is binding upon or applicable to such Person, as amended unless expressly specified otherwise.

1

“Board of Directors” means the board of directors of the Seller or any committee of such board of directors duly authorized to exercise the power of such board of directors with respect to the matters provided for in this Put Option Agreement as to which the board of directors is authorized or required to act.

“Business Day” means a day, other than Saturday, Sunday or other day on which commercial banks in New York, New York or Madrid, Spain or Buenos Aires, Argentina are authorized or required by Applicable Law to close.

“Capital Stock” means any and all shares, interests, participations or other equivalents (however designated) of capital stock of the Issuer and all warrants or options to acquire such capital stock.

“Cash” means such coin or currency of the United States as at any time of payment is legal tender for the payment of public and private debts.

“Close of Business” means 5:00 p.m. New York City time.

“Common Stock” means Class D Common Stock, par value 10 Argentinian pesos per share, of the Issuer, subject to ‎Section 4.05.

“Deposit Agreement” means the Amended and Restated Deposit Agreement dated as of November 13, 2009 between the Issuer and Depositary (as the same may be amended, restated or replaced from time to time).

“Depositary” The Bank of New York Mellon, acting as depositary under the Deposit Agreement (and any successor or replacement thereto).

“Determination Date” means December 22, 2011.

“Distributed Property” has the meaning set forth in ‎Section 4.03.

“Exercise Date” has the meaning set forth in ‎Section 3.01.

“Exercise Notice” means, for any Put Option, the exercise notice substantially in the form set forth in Exhibit A hereto.

“Exercise Price” means initially $39.00 per Put Option, subject to adjustment pursuant to ‎Article 4.

“Expiration Date” means, for any Put Option, January 23, 2012, regardless of whether such date is a Trading Day.

“Free Float” means the aggregate number of shares of Common Stock (including shares of Common Stock underlying ADSs) held by non-Affiliates of

2

the Issuer and eligible for resale (in the case of shares of Common Stock, upon conversion into ADSs) without restriction on the New York Stock Exchange.

“Full Physical Share Amount” has the meaning set forth in ‎Section 3.02.

“Governmental Body” means any governmental body, agency or official of any country or political subdivision of any country, including any federal, national, supranational, state, provincial, local or other government, governmental, regulatory or administrative authority (including any self-regulatory organization), agency or commission or any court, tribunal, or judicial or arbitral body.

“Holder” means the Purchaser.

“Issuer” means YPF Sociedad Anónima.

“Number of Put Options” means 32,600; provided that the Number of Put Options shall be reduced, as of the Trading Day prior to the Determination Date, by 0.076% of the Free Float as of the Trading Day prior to the Determination Date, rounded up to the nearest whole number; provided further that if such reduction results in a negative number, the Number of Put Options will be deemed to be zero.  The Number of Put Options shall be subject to adjustment pursuant to ‎Section 4.02.

“Open of Business” means 9:00 a.m., New York City time.

“Permitted Transferee” means each of Capital Guardian Emerging Markets Equity DC Master Fund, Capital International Emerging Markets Fund, Capital Guardian Emerging Markets Equity Master Fund, Emerging Markets Growth Fund, Inc., Capital Guardian Emerging Markets Restricted Equity Fund for Tax-Exempt Trusts, Capital International Emerging Markets Total Opportunities, Capital Guardian Emerging Markets Total Opportunities Master Fund and Capital Guardian Emerging Markets Total Opportunities Fund for Tax-Exempt Trusts.

“Person” means an individual, partnership, firm, corporation, business trust, joint stock company, trust, unincorporated association, joint venture, governmental authority or other entity of whatever nature.

“Put Option” means a Put Option of the Seller exercisable for one ADS of the Issuer, subject to adjustment as provided herein, and issued pursuant to this Put Option Agreement with the terms, conditions and rights set forth in this Put Option Agreement.

“Recapture Period” has the meaning set forth in ‎Section 4.03.

3

“Record Date” means, with respect to any dividend, distribution or other transaction or event in which the holders of ADSs have the right to receive any Cash, securities or other property or in which ADSs (or other applicable security) is exchanged for or converted into any combination of Cash, securities or other property, the date fixed for determination of holders of ADSs entitled to receive such Cash, securities or other property (whether such date is fixed by the Board of Directors or by statute, contract or otherwise).

“Reference Property” has the meaning set forth in ‎Section 4.05.

“Reorganization Event” has the meaning set forth in ‎Section 4.05.

“SEC” means Securities and Exchange Commission of the United States.

“Securities Act” means the Securities Act of 1933, as amended.

“Settlement Date” means, in respect of a Put Option that is exercised hereunder, the third Trading Day immediately following the Exercise Date.

“Stock Purchase Agreement” means the Stock Purchase Agreement dated as of December 22, 2010 between the Seller and the Purchaser.

“Trading Day” means (i) if the applicable security is listed on the New York Stock Exchange, a day on which trades may be made thereon or (ii) if the applicable security is listed or admitted for trading on the American Stock Exchange, the NASDAQ Global Select Market, the NASDAQ Global Market or other national securities exchange or market, a day on which the American Stock Exchange, the NASDAQ Global Select Market, the NASDAQ Global Market or such other national securities exchange or market is open for business or (iii) if the applicable security is not so listed, admitted for trading or quoted, any Business Day in New York City, New York.

“Unit of Reference Property” has the meaning set forth in ‎Section 4.05.

ARTICLE 2

Issuance, Execution and Transfer of Put Options

Section 2.01.  Purchase and Sale.  Upon the terms and subject to the conditions of this Put Option Agreement, the Seller agrees to sell to the Purchaser, and the Purchaser agrees to purchase from the Seller, the Number of Put Options in consideration for Purchaser’s agreement to purchase all of the ADSs to be purchased pursuant to the Stock Purchase Agreement.

4

Section 2.02. Issuance of Put Options.  The Number of Put Options issued hereunder shall be represented by this Put Option Agreement.  The issue date of the Put Options shall be the date of the Closing (as defined in the Stock Purchase Agreement). The Put Options issued to the Purchaser at the Closing shall be the only Put Options issued or outstanding under this Put Option Agreement. All Put Options issued under this Put Option Agreement shall in all respects be equally and ratably entitled to the benefits hereof, without preference, priority, or distinction.

Section 2.03.  Limitations on Transfer.Except as set forth in the immediately succeeding sentence, neither this Put Option Agreement, the Put Options evidenced hereby nor any interest or obligation in or under this Put Option Agreement may be directly or indirectly transferred, assigned or otherwise disposed of (whether by way of security or otherwise) by the Purchaser without the prior written consent of the Seller. The Purchaser shall be permitted to transfer or assign the Put Options evidenced hereby and its interests an d obligations under this Put Option Agreement to any Permitted Transferee.  In connection with any transfer or assignment pursuant to the immediately preceding sentence, the Purchaser shall give the Seller prompt written notice of such transfer or assignment, the number of Put Options that have been transferred or assigned and the identity of the relevant transferee or assignee.

ARTICLE 3

Exercise and Settlement of Put Options

Section 3.01.  Exercise of Put Options.During the period beginning at the Open of Business on the Determination Date and ending at the Close of Business on the Expiration Date, the Holder shall be entitled to exercise, in accordance with this ‎Article 3, the full Number of Put Options or any portion thereof (which shall not include any fractional Put Options) by delivering a duly completed and executed Exercise Notice to the Seller; provided that the Holder shall not be entitled to deliver more than one Exercise Notice to the Seller.  Any Put Options not exercised prior to the Close of Business on the Expiration Date shall expire unexercised. The date on which the Holder complies with the requirements for exercise set forth in this ‎Section 3.01 in respect of one or more Put Options is the “Exercise Date” for such Put Options.  However, if such date is not a Trading Day or the Holder satisfies such requirements after the Close of Business on a Trading Day, then the Exercise Date shall be the immediately succeeding Trading Day.  The Seller shall notify the Holder, not later than the Open of Business on the Determination Date of the Number of Put Options.

Section 3.02.  Settlement of Put Options.  For each Put Option exercised hereunder, (i) prior to 11:00 a.m., New York City time, on the Settlement Date, the Holder shall cause to be delivered to the Seller one ADS (the “Full Physical

5

Share Amount”) together with, if applicable, any dividends or distributions (or payments in respect thereof) as set forth in ‎Section 4.03, and (ii) on the Settlement Date, following rece ipt by the Holder of such amounts as set forth in clause ‎(i) above, the Seller shall pay the Exercise Price (determined as of such Exercise Date), by federal wire or other immediately available funds payable to the order of the Holder and notified to the Seller in accordance with ‎Section 8.02.

Section 3.03.  Delivery of ADSs.  (a) In connection with the exercise of any Put Options pursuant to ‎Section 3.02, the Holder shall deliver to the Seller a number of ADSs equal to the Number of Put Options that the Holder so exercises.

(b)The Seller shall for all purposes be deemed to have become the holder of record of any ADSs delivered upon exercise of the Put Options represented by this Put Option Agreement as of the Close of Business on the later of the Exercise Date and the date of payment by the Seller of the Exercise Price in accordance with ‎Section 3.02.  However, if any such date is a date when the ADS transfer books of the Depositary are closed, the Seller shall be deemed to have become the holder of such ADSs at the Close of Business on the next succeeding date on which the ADS transfer books of the Depositary are open.

Section 3.04.  No Fractional ADSs to Be Delivered.(a) Notwithstanding anything to the contrary in this Put Option Agreement, the Holder shall not be required to deliver any fraction of an ADS upon exercise of any Put Options.

(b)The Seller hereby expressly waives its right to receive any fraction of an ADS or a receipt representing a fraction of an ADS.

Section 3.05.  Calculations Determined by Seller.The Seller shall be responsible for performing all calculations required in connection with the exercise and settlement of the Put Options and the delivery of ADSs as described in this ‎Article 3.  In connection therewith, the Seller shall provide prompt written notice to the Holder of the number of ADSs deliverable upon exercise and settlement of the Put Options.

ARTICLE 4

Adjustments

Section 4.01.  Adjustments to Exercise Price.  The Exercise Price for the Put Options shall be subject to adjustment (without duplication) upon the occurrence of any of the following events:

(a)(i) The issuance of Common Stock as a dividend or distribution to all holders of Common Stock, or a subdivision or combination of Common Stock,

6

in which event the Exercise Price shall be adjusted based on the following formula:

where:

EP0 = the Exercise Price in effect immediately prior to the Close of Business on the Record Date for such dividend or distribution, or immediately prior to the Open of Business on the effective date for such subdivision or combination, as the case may be;

EP1 = the Exercise Price in effect immediately after the Close of Business on the Record Date for such dividend or distribution, or immediately after the Open of Business on the effective date for such subdivision or combination, as the case may be;

OS0 = the number of shares of Common Stock outstanding immediately prior to the Close of Business on the Record Date for such dividend or distribution, or immediately prior to the Open of Business on the effective date for such subdivision or combination, as the case may be;

OS1 = the number of shares of Common Stock that would be outstanding immediately after, and solely as a result of, such dividend, distribution, subdivision or combination;

ADS0 = the number of shares of Common Stock represented by an ADS immediately prior to the Close of Business on the Record Date for such dividend or distribution, or immediately prior to the Open of Business on the effective date for such subdivision or combination, as the case may be; and

ADS1 = the number of shares of Common Stock represented by an ADS immediately after giving effect to such dividend, distribution, subdivision or combination, as the case may be.

Such adjustment shall become effective immediately after the Close of Business on the Record Date for such dividend or distribution, or immediately after the Open of Business on the effective date for such subdivision or

7

combination, as the case may be. If any dividend or distribution of the type described in this ‎Section 4.01(a) is declared but not so paid or made, the Exercise Price shall again be adjusted to the Exercise Price that would then be in effect if such dividend or distribution had not been declared or announced, as the case may be.

(ii)In the event of (A) any subdivision or split of the outstanding ADSs, (B) any distribution of additional ADSs to holders of ADSs, or (C) any combination of the outstanding ADSs into a smaller number of ADSs, the Seller shall adjust the Exercise Price (and shall make a corresponding adjustment to the Number of Put Options pursuant to ‎Section 4.02) in effect immediately before the event triggering the adjustment so that the Seller will be entitled to receive, upon the Holder’s exercise of the Put Options issued hereunder, the number of ADSs that the Seller would have been entitled to receive upon the Holder’s exercise immediately following this event had the Put Options issued hereunder been exercised for the underlying ADS immediately before this event or any record date with respect to it.

(b)If the Common Stock ceases to be represented by American Depositary Receipts issued under a depositary receipt program sponsored by the Issuer, or the ADSs cease to be listed on the New York Stock Exchange (and are not at that time listed on another United States national securities exchange), all references in this Put Option Agreement to the ADSs relative to the terms of the Put Options shall be deemed to have been replaced by a reference to the number of shares of Common Stock represented by an ADS on the date the Common Stock ceases to be represented by American Depositary Receipts issued under a depositary receipt program sponsored b y the Issuer or on the last day on which the ADSs were traded on the New York Stock Exchange (or another United States national securities exchange), as the case may be, as adjusted, pursuant to the adjustment provisions of this Put Option Agreement, for any other property the ADSs represented as if the other property had been distributed to holders of the ADSs on that day.

Section 4.02.  Adjustments to Number of Put Options.  Concurrently with any adjustment to the Exercise Price under ‎Section 4.01, the Number of Put Options shall be adjusted such that the Number of Put Options in effect immediately following the effectiveness of such adjustment will be equal to the Number of Put Options in effect immediately prior to such adjustment, multiplied by a fraction, (i) the numerator of which is the Exercise Price in effect immediately prior to such adjustment and (ii) the denominator of which is the Exercise Price in effect immediately following such adjustment, rounded up to the nearest whole number.

8

Section 4.03. Pass-Through of Dividends and Distributions. If an issuance, dividend or other distribution is made to all holders of ADSs of any (i) Cash dividends or distributions, (ii) distributions of any rights or warrants to purchase Common Stock or other securities or assets of the Issuer, (iii) distributions of shares of the Issuer’s Capital Stock (other than Common Stock) or (iv) evidences of the Issuer’s indebtedness (clauses (i) through (iv), collectively, the “Distributed Property”), in each case, for which the Record Date for such issuance, dividend or distribution occurs during the period (the “Recapture Period”) from, and including, the date hereof and to, but excluding, the date on which the Seller becomes the holder of record of any ADSs delivered upon exercise of the Put Options represented by this Put Option Agreement pursuant to  ‎Section 3.03(b), then upon exercise of any Put Options hereunder, the Holder shall, in the case of any Distributed Property described in clause (i) above, pay to the Seller, on the Settlement Date the amount of Cash paid in respect of the numbe r of ADSs underlying the number of Put Options exercised by the Holder, and in the case of any Distributed Property described in clause (ii), clause (iii) or clause (iv) above, at Holder’s election, which shall be set forth in the relevant Exercise Notice, either:

(a)pay to the Seller, on the Settlement Date the net cash proceeds received by the Holder in connection with the sale by the Holder in an arms-length transaction to an unaffiliated third party of an amount of Distributed Property distributed in respect of the number of ADSs underlying the number of Put Options exercised; or

(b)deliver to the Seller, on the Settlement Date, the amount of Distributed Property distributed in respect of the number of ADSs underlying the number of Put Options so exercised by the Holder, as well as any dividends or distributions on such Distributed Property for which the relevant record date occurs in the Recapture Period (including, for the avoidance of doubt, interest payments on debt securities for which the relevant record date occurs in the Recapture Period and principal payments on debt securities for which the relevant maturity occurs in the Recapture Period).

Upon the issuance, dividend or distribution of any Distributed Property described in clause (ii), clause (iii) or clause (iv) above, for which the Record Date occurs during the Recapture Period and for which the Holder has elected to sell such Distributed Property and deliver the net cash proceeds to Seller in accordance with clause ‎(a) above, the Holder agrees (x) to use commercially reasonable efforts to sell promptly such Distributed Property in an arms-length transaction to one or more unaffiliated third parties (which shall include the Seller) and (y) prior to consummating any sale of such Distributed Property to any unaffiliated third party other than the Seller, to grant the Seller a right of first refusal, exercisable for five Trading Days, in respect of any proposed sale of such Distributed Property to any unaffiliated third party other than the Seller (other

9

than any sale of such Distributed Property on an exchange or recognized market at the then-current market price for such Distributed Property or such exchange or recognized market), at a price equal to the proposed sale price.  Upon the consummation of the sale of such Distributed Property to any unaffiliated third party other than the Seller, Holder shall promptly notify the Seller of such sale and the corresponding net cash proceeds therefrom.

Notwithstanding the foregoing, in connection with the issuance, dividend or distribution of any Distributed Property for which the Record Date occurs during the Recapture Period, if the Holder has not received any such Distributed Property as of the Settlement Date or if the Holder has elected to sell such Distributed Property in accordance with clause ‎(a) above and h as not sold such Distributed Property as of the Settlement Date, then the Holder may elect in respect of any Put Options exercised hereunder to defer payment or delivery, as the case may be, of such issuance, dividend or distribution or, if the Holder has elected to sell such Distributed Property, the net cash proceeds received by the Holder in connection with the sale of such Distributed Property in accordance with clause ‎(a) above, in each case, until the third Trading Day immediately following receipt by the Holder of such Distributed Property or, if the Holder has elected to sell such Distributed Property in a ccordance with clause ‎(a) above, the third Trading Day immediately following the sale of such Distributed Property.

Section 4.04.  Restrictions on Adjustments.  (a) Except in accordance with ‎Section 4.01 and ‎Section 4.02, the Exercise Price and the Number of Put Options will not be adjusted for the issuance of Common Stock or ADSs, for any dividend or distribution in respect of the Common Stock or ADSs or any other transaction or event relating to or affecting the Common Stock or ADSs.

(b)No adjustment shall be made to the Exercise Price, nor will any corresponding adjustment be made to the Number of Put Options, unless the adjustment would result in a change of at least 1% of the Exercise Price.

Section 4.05.  Recapitalizations, Reclassifications and Other Changes.(a)If any of the following events occur:

(i)any recapitalization;

(ii)any reclassification or change of the outstanding shares of Common Stock (other than changes resulting from a subdivision or combination to which ‎Section 4.01(a) applies);

(iii)any consolidation, merger or combination involving the Issuer;

10

(iv)any sale or conveyance to a third party of all or substantially all of the Issuer’s assets; or

(v)any statutory share exchange,

(each such event a “Reorganization Event”), in each case as a result of which the Common Stock would be converted into, or exchanged for, stock, other securities, other property or assets (including cash or any combination thereof) (the “Reference Property”), then, following the effective time of the transaction, the Holder’s obligation to deliver ADSs upon exercise of a Put Option shall be changed to an obligation to pay or deliver, at Holder’s election, which shall be set forth in the relevant Exercise Notice, either:

(i)the net cash proceeds received by the Holder in connection with the sale by the Holder in an arms-length transaction to an unaffiliated third party of the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that the Holder received in connection with such Reorganization Event in respect of one ADS (such kind and amount of Reference Property per ADS, a “Unit of Reference Property”); or

(ii)a Unit of Reference Property.

In the event holders of the ADSs have the opportunity to elect the form of consideration to be received in a Reorganization Event, the type and amount of consideration to be delivered upon exercise of a Put Option hereunder, or sold by the Holder in an arms length transaction as described in clause ‎(i) above, from and after the effective time of such Reorganization Event shall be deemed to be the t ypes and amounts of consideration actually received by the Holder in such Reorganization Event in respect of the Holder’s ADSs.

(b)Upon the issuance, dividend or distribution of any non-Cash Reference Property for which the Holder has elected to sell such Reference Property and deliver the net cash proceeds to Seller in accordance with clause (a)(i) above, the Holder agrees (x) to use commercially reasonable efforts to sell promptly such Reference Property in an arms-length transaction to one or more unaffiliated third parties (which shall include the Seller) and (y) prior to consummating any sale of such Reference Property to any unaffiliated third party other than the Seller, to gra nt the Seller a right of first refusal, exercisable for five Trading Days, in respect of any proposed sale of such Distributed Property to any unaffiliated third party other than the Seller (other than any sale of such Reference Property on an exchange or recognized market at the then-current market price for such Reference Property on such exchange or recognized market), at a price equal to the proposed sale price.  Upon the consummation of the sale of such Reference Property to any unaffiliated third party other than the Seller, Holder shall

11

promptly notify the Seller of such sale and the corresponding net cash proceeds therefrom.

(c)At any time from, and including, the effective time of a Reorganization Event, the Full Physical Share Amount per Put Option shall be equal to a single Unit of Reference Property (or, if the Holder elects to sell the Reference Property pursuant to clause (a)‎(i) above, the net cash proceeds received per Unit of Reference Property in such sale).

(d)The above provisions of this ‎Section 4.05 shall similarly apply to successive Reorganization Events.

(e)If this ‎Section 4.05 applies to any event or occurrence, no other provision of this ‎Article 4 shall apply to such event or occurrence.

Section 4.06.  Common Stock Outstanding. For the purposes of this ‎Article 4, the number of shares of Common Stock at any time outstanding shall not include shares held, directly or indirectly, by the Issuer, but shall include shares issuable in respect of scrip certificates issued in lieu of fractions of shares of Common Stock.

Section 4.07.  Seller’s Determinations Final.  The Seller shall be responsible for making all calculations called for under this Put Option Agreement. These calculations include, but are not limited to, the Exercise Date, the Exercise Price, the Number of Put Options and the number of ADSs or Units of Reference Property, if any, to be delivered upon exercise of the Number of Put Options.

Section 4.08.  Notice of Adjustments.  Whenever the Exercise Price or the Number of Put Options is adjusted pursuant to this ‎Article 4, the Seller shall promptly mail to the Holder a notice of the adjustment.

ARTICLE 5

Other Provisions Relating to Rights of Holder

Section 5.01.  Amendments.  No amendment, modification or waiver in respect of this Put Option Agreement will be effective unless in writing (including a writing evidenced by a facsimile transmission) and executed by each of the parties or confirmed by an exchange of telexes or electronic messages on an electronic messaging system.

12

ARTICLE 6

Representations, Warranties and Covenants of the Seller

The Seller hereby represents and warrants to the Purchaser that:

Section 6.01.  Organization and Existence.  The Seller is a corporation (sociedad anónima) duly organized and validly existing under the laws of the Kingdom of Spain.

Section 6.02.  Authorization.  The execution, delivery and performance by the Seller of this Put Option Agreement and the consummation by the Seller of the transactions contemplated hereby are within the powers of the Seller and have been duly authorized by all necessary action on the part of the Seller.  This Put Option Agreement constitutes the valid and binding agreement of the Seller, enforceable against the Seller in accordance with its terms.

Section 6.03.  Governmental and Court Authorization.  The execution, delivery and performance by the Seller of this Put Option Agreement and the consummation by the Seller of the transactions contemplated hereby require no action by, or in respect of, or consent, approval or authorization of, or filing, registration or qualification with, any Governmental Body.

Section 6.04.  Non-contravention.  The execution, delivery and performance by the Seller of this Put Option Agreement do not and shall not (i) contravene or conflict with the articles of incorporation, bylaws or other organizational document binding on the Seller, (ii) contravene or conflict with or constitute a violation of any Applicable Law binding upon or applicable to the Seller or (iii) require any consent, approval or other action by any Person or constitute a default under or give rise to any right of termination, cancellation or acceleration of any right or obligation of the Seller or to a loss of any benefit to which the Seller is entitled under any agreement, contract, indenture, lease or other instrument binding upon the Seller or any license, franchise, permit or other similar authorization held by the Seller.

ARTICLE 7

Representations and Warranties of The Purchaser

Section 7.01.  Private Placement.  The Purchaser hereby represents and warrants to and agrees with the Seller that:

(a)The offer and sale of the Put Options has not been registered under the Securities Act;

13

(b)It is a “qualified institutional buyer” as defined in Rule 144A (a “QIB”) under the Securities Act;

(c)It is acquiring the Put Options for its own account or for one or more accounts (each of which is a QIB and as to each of which it exercises sole investment discretion and for each of which it has full power to make the acknowledgments, representations and agreements herein) and not with a view to, or for sale in connection with, any public resale or distribution thereof;

(d)It understands that no offering circular or prospectus will be provided or prepared in connection with the offer and sale of the Put Options;

(e)It has conducted its own investigation of the Put Options and the Seller and the Seller has not made any representation to it, express or implied, with respect to the Put Options or the Seller.  It has received and reviewed all financial and other information that it believes is necessary or appropriate in connection with its decision to purchase the Put Options;

(f)It represents that it has such knowledge and experience in financial and business matters (including investments in unregistered equity securities of non-U.S. issuers) as to enable it to evaluate the merits and risk of its investment in the Put Options and that it and any accounts for which it is acting is able to bear the economic risk of investing in and holding such Put Options; and

(g)It understands that the Put Options are being offered in a transaction not involving any public offering in the United States within the meaning of the Securities Act.

Section 7.02.  Organization and Existence.  The Purchaser hereby represents and warrants that it is a Common Trust Fund duly organized, validly existing and in good standing under the laws of California.

Section 7.03. Authorization.  The Purchaser hereby represents and warrants that the execution, delivery and performance by the Purchaser of this Put Option Agreement and the consummation by the Purchaser of the transactions contemplated hereby are within its powers and have been duly authorized by all necessary action on its part.  This Put Option Agreement constitutes a valid and binding agreement enforceable against the Purchaser in accordance with its terms.

Section 7.04. Governmental and Court Authorization.  The Purchaser hereby represents and warrants that the execution, delivery and performance by the Purchaser of this Put Option Agreement and the consummation by the Purchaser of the transactions contemplated hereby require no action by, or in respect of, or consent, approval or authorization of, or filing, registration or qualification with, any Governmental Body.

14

Section 7.05.  Non-contravention.  The Purchaser hereby represents and warrants that the execution, delivery and performance by the Purchaser of this Put Option Agreement do not and shall not (i) contravene or conflict with the articles of incorporation, bylaws or other organizational document binding on the Purchaser, (ii) contravene or conflict with or constitute a violation of any Applicable Law binding upon or applicable to the Purchaser or (iii) require any consent, approval or other action by any Person or constitute a default under or give rise to any right of termination, cancellation or acceleration of any right or obligation of the Purchaser or to a loss of any benefit to which the Purchaser is entitled under any agreement, contract, indenture, lease or other instrument binding upon the Purchaser or any license, franchise, permit or other similar authorization held by the Purchaser.

Section 7.06.  Title to the ADSs.  The Holder has valid title to the ADSs to be delivered upon exercise of the Number of Put Options under this Put Option Agreement, free and clear of all security interests, claims, liens, equities or other encumbrances.

ARTICLE 8

Other Matters

Section 8.01.  Payment of Certain Taxes.  (a) The Seller shall pay any and all documentary, stamp or similar issue or transfer taxes that may be payable upon the initial issuance of the Put Options hereunder.

(b)The Holder shall pay any and all documentary, stamp or similar issue or transfer taxes that may be payable upon the delivery of ADSs upon the exercise of Put Options hereunder and the transfer of American Depositary Receipts in respect thereof in the name of, or in such name as may be directed by, the Seller.

Section 8.02.  Notices.  All notices, requests and other communications to any party hereunder shall be in writing (including facsimile transmission) and shall be given:

if to the Seller, to:

Repsol YPF S.A.

Paseo de la Castellana 278-280

28046 Madrid (Spain)

Att: Corporate Director Finance

Facsimile No.: + 34 90 255 51 34

15

with copies (which shall not constitute notice) to:

Repsol YPF S.A.

Paseo de la Castellana 278-280

28046 Madrid (Spain)

Att: Corporate Director Legal Services

Facsimile No.: + 34 91 348 40 86

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, NY 10017

Att:  Nicholas A. Kronfeld

Facsimile No.: + 1 (212) 450-5950

if to the Purchaser or Holder, to:

Capital International, Inc.

333 South Hope Street

Los Angeles, CA 90071

Attn:  Legal

Facsimile No.: + 1-213-486-9034

or such other address or facsimile number as such party may hereafter specify for the purpose by notice to the other party hereto.  All such notices, requests and other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to 5:00 p.m. in the place of receipt and such day is a Business Day in the place of receipt.  Otherwise, any such notice, request or communication shall be deemed not to have been received until the next succeeding Business Day in the place of receipt.

Section 8.03.  Governing Law.  This Put Option Agreement shall be construed in accordance with and governed by the internal law of the State of New York, without regard to the conflicts of law rules of such state.

Section 8.04.  Jurisdiction.  Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Put Option Agreement or the transactions contemplated hereby may be brought against any of the parties in any United States District Court for the Southern District of New York or any New York State court sitting in New York City, so long as one of such courts shall have subject matter jurisdiction over such suit, action or proceeding, and that any cause of action arising out of this Put Option Agreement shall be deemed to have arisen from a transaction of busi ness in the State of New York, and each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted

16

by law, any objection it may now have or hereafter have to venue laid therein or that any such suit, action or proceeding which is brought in such court has been brought in an inconvenient forum.  Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court.  Without limiting the foregoing, each party agrees that service of process on such party as provided in ‎Section 8.02 shall be deemed effective service of process on such party.

Section 8.05.  WAIVER OF JURY TRIAL.  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS PUT OPTION AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 8.06.  Entire Agreement; Third-Party Beneficiaries.  This Put Option Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings and negotiations, both written and oral, between the parties with respect to the subject matter of this Put Option Agreement.  No representation, inducement, promise, understanding, condition or warranty of either party hereto not set forth herein has been made or relied upon by any party hereto.  Neither this Put Option Agreement nor any provision hereof is intended to co nfer upon any Person other than the parties hereto any rights or remedies hereunder.

Section 8.07.  Captions.  The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof.

Section 8.08.  Counterparts; Effectiveness.  This Put Option Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.  This Agreement shall become effective when each party hereto shall have received a counterpart hereof signed by the other party hereto.

Section 8.09.  Severability.  If any term, provision, covenant or restriction of this Put Option Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Put Option Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.  Upon such a determination, the parties shall negotiate in good faith to modify this Put Option Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner so that the tr ansactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

17

IN WITNESS WHEREOF, this Put Option Agreement has been duly executed by the parties hereto as of the day and year first above written.

Repsol YPF, S.A.
By:	/s/ Fernando Ramírez Mazarredo
	Name: Fernando Ramírez Mazarredo
	Title: Chief Financial Officer

Capital Guardian Emerging Markets Equity Fund for Tax-Exempt Trusts,
	as Purchaser and Holder

By: Capital International, Inc.

By:	/s/ Mark E. Brubaker
	Name: Mark E. Brubaker
	Title: Senior Vice President

18

EXHIBIT A

[FORM OF EXERCISE NOTICE]

Repsol YPF S.A.

Paseo de la Castellana 278-280

28046 Madrid (Spain)

Att: Corporate Director Finance

The undersigned (the “Holder”) hereby irrevocably exercises ______________ Put Options (the “Exercised Put Options”).

The Holder hereby confirms that it will, prior to 11:00 a.m., New York City time, on the Settlement Date, cause to be delivered to the Seller the Full Physical Share Amount for each of the Exercised Put Options together with, if applicable, any dividends or distributions (or payments in respect thereof) as set forth in ‎Section 4.03.

[In connection with the distribution of [insert description of Distributed Property of the type described in clause (ii), clause (iii) or clause (iv) of ‎Section 4.03]] on [              , 2011], the Holder hereby elects to:

o    pay to the Seller, on the Settlement Date the net cash proceeds received by the Holder in connection with the sale by the Holder in an arms-length transaction to an unaffiliated third party of the Units of Reference Property underlying the number of Exercised Put Options.

o    deliver to the Seller, on the Settlement Date, the Units of Reference Property underlying the number of Exercised Put Options.]1

[In connection with the Reorganization Event that occurred on [              , 2011], the Holder hereby elects to:

o    pay to the Seller, on the Settlement Date the net cash proceeds received by the Holder in connection with the sale by the Holder in an arms-length transaction to an unaffiliated third party of an amount of Distributed Property distributed in respect of the number of ADSs underlying the Exercised Put Options.

___________________

1 Insert if Distributed Property other than Cash is distributed during the Recapture Period.

A-1

o    deliver to the Seller, on the Settlement Date, the amount of Distributed Property distributed in respect of the number of ADSs underlying the number of Exercised Put Options, as well as any dividends or distributions on such Distributed Property for which the relevant record date occurs in the Recapture Period (including, for the avoidance of doubt, interest payments on debt securities for which the relevant record date occurs in the Recapture Period and principal payments on debt securities for which the relevant maturity occurs in the Recapture Period).]2

[In connection with the distribution of [              ] by the Issuer on the Common Stock for which the Record Date occurred on [               , 2011] but for which the Holder has not [received such Distributed Property as of the date hereof][sold such Distributed Property as of the date hereof], the Holder hereby elects in accordance with ‎ ;Section 4.03 to defer delivery of such [distribution][ payment] until the third Trading Day immediately following [receipt by the Holder of such Distributed Property][the sale of such Distributed Property].]

The Holder hereby directs the Seller to pay the Exercise Price for each of the Exercised Put Options by federal wire transfer as follows:

SWIFT: [               ]

ABA: [                     ]

Acct No: [               ]

Acct Name: [               ]

Trade Ref::  [               ]

Dated: ______________________ Capital Guardian Emerging Markets Equity Fund for Tax-Exempt Trusts

By:
	Authorized Signature
	Address:
	Telephone:

___________________

2 Insert if Reorganization Event occurs during the term of the Put Option.

A-2

EX-99.12

Exhibit 99.12

EXECUTION VERSION

PUT OPTION AGREEMENT

dated as of December 23, 2010

between

Repsol YPF, S.A.

as Seller

and

Emerging Markets Growth Fund, Inc.

as Purchaser

TABLE OF CONTENTS

Page

ARTICLE 1
Definitions
Section 1.01.	Certain Definitions	1
ARTICLE 2
Issuance, Execution and Transfer of Put Options
Section 2.01.	Purchase and Sale	4
Section 2.02.	Issuance of Put Options	5
Section 2.03.	Limitations on Transfer	5
ARTICLE 3
Exercise and Settlement of Put Options
Section 3.01.	Exercise of Put Options	5
Section 3.02.	Settlement of Put Options	5
Section 3.03.	Delivery of ADSs	6
Section 3.04.	No Fractional ADSs to Be Delivered	6
Section 3.05.	Calculations Determined by Seller	6
ARTICLE 4
Adjustments
Section 4.01.	Adjustments to Exercise Price	6
Section 4.02.	Adjustments to Number of Put Options	8
Section 4.03.	Pass-Through of Dividends and Distributions.	9
Section 4.04.	Restrictions on Adjustments	10
Section 4.05.	Recapitalizations, Reclassifications and Other Changes	10
Section 4.06.	Common Stock Outstanding.	12
Section 4.07.	Seller’s Determinations Final	12
Section 4.08.	Notice of Adjustments	12
ARTICLE 5
Other Provisions Relating to Rights of Holder
Section 5.01.	Amendments	12

i

ARTICLE 6
Representations, Warranties and Covenants of the Seller
Section 6.01.	Organization and Existence	13
Section 6.02.	Authorization	13
Section 6.03.	Governmental and Court Authorization	13
Section 6.04.	Non-contravention	13
ARTICLE 7
Representations and Warranties of The Purchaser
Section 7.01.	Private Placement	13
Section 7.02.	Organization and Existence	14
Section 7.03.	Authorization	14
Section 7.04.	Governmental and Court Authorization	14
Section 7.05.	Non-contravention	15
Section 7.06.	Title to the ADSs	15
ARTICLE 8
Other Matters
Section 8.01.	Payment of Certain Taxes	15
Section 8.02.	Notices	15
Section 8.03.	Governing Law	16
Section 8.04.	Jurisdiction	16
Section 8.05.	Captions	17
Section 8.08.	Counterparts; Effectiveness	17
Section 8.09.	Severability	17
EXHIBIT A	FORM OF EXERCISE NOTICE	A-1

ii

PUT OPTION AGREEMENT

This Put Option Agreement dated as of December 23, 2010 is between REPSOL YPF, S.A., a corporation organized under the laws of the Kingdom of Spain (the “Seller”), and Emerging Markets Growth Fund, Inc., (the “Purchaser”).

WITNESSETH THAT:

WHEREAS, pursuant to a Stock Purchase Agreement dated as of December 22, 2010, Seller has agreed to sell and Purchaser has agreed to purchase from Seller 3,811,590 ADSs (as defined below);

WHEREAS, in connection with such sale and purchase, Purchaser, and each Permitted Transferee, (collectively, the “Purchasers”) collectively desire to purchase from Seller and Seller desires to sell to Purchasers, in the aggregate, a Number of Put Options necessary to reduce the total number of ADSs purchased from Seller by Purchasers to no more than 15% of the Free Float of the ADSs, determined as of the Trading Day immediately preceding the Determination Date;

NOW THEREFORE in consideration of the mutual agreements herein contained, the Seller and the Purchaser agree as follows:

ARTICLE 1

Definitions

Section 1.01.  Certain Definitions.  As used in this Put Option Agreement, the following terms shall have their respective meanings set forth below:

“$” refers to such coin or currency of the United States as at any time of payment is legal tender for the payment of public and private debts.

“ADS” means American Depositary Shares of the Issuer evidenced by American Depositary Receipts and issued pursuant to the Deposit Agreement.

“Affiliate” means a Person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the Issuer.

“Applicable Law” means, with respect to any Person, any federal, state or local law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, order, injunction, judgment, decree, ruling or other similar requirement enacted, adopted, promulgated or applied by a Governmental Body that is binding upon or applicable to such Person, as amended unless expressly specified otherwise.

1

“Board of Directors” means the board of directors of the Seller or any committee of such board of directors duly authorized to exercise the power of such board of directors with respect to the matters provided for in this Put Option Agreement as to which the board of directors is authorized or required to act.

“Business Day” means a day, other than Saturday, Sunday or other day on which commercial banks in New York, New York or Madrid, Spain or Buenos Aires, Argentina are authorized or required by Applicable Law to close.

“Capital Stock” means any and all shares, interests, participations or other equivalents (however designated) of capital stock of the Issuer and all warrants or options to acquire such capital stock.

“Cash” means such coin or currency of the United States as at any time of payment is legal tender for the payment of public and private debts.

“Close of Business” means 5:00 p.m. New York City time.

“Common Stock” means Class D Common Stock, par value 10 Argentinian pesos per share, of the Issuer, subject to ‎Section 4.05.

“Deposit Agreement” means the Amended and Restated Deposit Agreement dated as of November 13, 2009 between the Issuer and Depositary (as the same may be amended, restated or replaced from time to time).

“Depositary” The Bank of New York Mellon, acting as depositary under the Deposit Agreement (and any successor or replacement thereto).

“Determination Date” means December 22, 2011.

“Distributed Property” has the meaning set forth in ‎Section 4.03.

“Exercise Date” has the meaning set forth in ‎Section 3.01.

“Exercise Notice” means, for any Put Option, the exercise notice substantially in the form set forth in Exhibit A hereto.

“Exercise Price” means initially $39.00 per Put Option, subject to adjustment pursuant to ‎Article 4.

“Expiration Date” means, for any Put Option, January 23, 2012, regardless of whether such date is a Trading Day.

“Free Float” means the aggregate number of shares of Common Stock (including shares of Common Stock underlying ADSs) held by non-Affiliates of

2

the Issuer and eligible for resale (in the case of shares of Common Stock, upon conversion into ADSs) without restriction on the New York Stock Exchange.

“Full Physical Share Amount” has the meaning set forth in ‎Section 3.02.

“Governmental Body” means any governmental body, agency or official of any country or political subdivision of any country, including any federal, national, supranational, state, provincial, local or other government, governmental, regulatory or administrative authority (including any self-regulatory organization), agency or commission or any court, tribunal, or judicial or arbitral body.

“Holder” means the Purchaser.

“Issuer” means YPF Sociedad Anónima.

“Number of Put Options” means 3,811,590; provided that the Number of Put Options shall be reduced, as of the Trading Day prior to the Determination Date, by 8.919% of the Free Float as of the Trading Day prior to the Determination Date, rounded up to the nearest whole number; provided further that if such reduction results in a negative number, the Number of Put Options will be deemed to be zero.  T he Number of Put Options shall be subject to adjustment pursuant to ‎Section 4.02.

“Open of Business” means 9:00 a.m., New York City time.

“Permitted Transferee” means each of Capital Guardian Emerging Markets Equity DC Master Fund, Capital International Emerging Markets Fund, Capital Guardian Emerging Markets Equity Fund for Tax-Exempt Trusts, Capital Guardian Emerging Markets Equity Master Fund, Capital Guardian Emerging Markets Restricted Equity Fund for Tax-Exempt Trusts, Capital International Emerging Markets Total Opportunities, Capital Guardian Emerging Markets Total Opportunities Master Fund and Capital Guardian Emerging Markets Total Opportunities Fund for Tax-Exempt Trusts.

“Person” means an individual, partnership, firm, corporation, business trust, joint stock company, trust, unincorporated association, joint venture, governmental authority or other entity of whatever nature.

“Put Option” means a Put Option of the Seller exercisable for one ADS of the Issuer, subject to adjustment as provided herein, and issued pursuant to this Put Option Agreement with the terms, conditions and rights set forth in this Put Option Agreement.

“Recapture Period” has the meaning set forth in ‎Section 4.03.

3

“Record Date” means, with respect to any dividend, distribution or other transaction or event in which the holders of ADSs have the right to receive any Cash, securities or other property or in which ADSs (or other applicable security) is exchanged for or converted into any combination of Cash, securities or other property, the date fixed for determination of holders of ADSs entitled to receive such Cash, securities or other property (whether such date is fixed by the Board of Directors or by statute, contract or otherwise).

“Reference Property” has the meaning set forth in ‎Section 4.05.

“Reorganization Event” has the meaning set forth in ‎Section 4.05.

“SEC” means Securities and Exchange Commission of the United States.

“Securities Act” means the Securities Act of 1933, as amended.

“Settlement Date” means, in respect of a Put Option that is exercised hereunder, the third Trading Day immediately following the Exercise Date.

“Stock Purchase Agreement” means the Stock Purchase Agreement dated as of December 22, 2010 between the Seller and the Purchaser.

“Trading Day” means (i) if the applicable security is listed on the New York Stock Exchange, a day on which trades may be made thereon or (ii) if the applicable security is listed or admitted for trading on the American Stock Exchange, the NASDAQ Global Select Market, the NASDAQ Global Market or other national securities exchange or market, a day on which the American Stock Exchange, the NASDAQ Global Select Market, the NASDAQ Global Market or such other national securities exchange or market is open for business or (iii) if the applicable security is not so listed, admitted for trading or quoted, any Business Day in New York City, New York.

“Unit of Reference Property” has the meaning set forth in ‎Section 4.05.

ARTICLE 2

Issuance, Execution and Transfer of Put Options

Section 2.01.  Purchase and Sale.  Upon the terms and subject to the conditions of this Put Option Agreement, the Seller agrees to sell to the Purchaser, and the Purchaser agrees to purchase from the Seller, the Number of Put Options in consideration for Purchaser’s agreement to purchase all of the ADSs to be purchased pursuant to the Stock Purchase Agreement.

4

Section 2.02. Issuance of Put Options.  The Number of Put Options issued hereunder shall be represented by this Put Option Agreement.  The issue date of the Put Options shall be the date of the Closing (as defined in the Stock Purchase Agreement). The Put Options issued to the Purchaser at the Closing shall be the only Put Options issued or outstanding under this Put Option Agreement. All Put Options issued under this Put Option Agreement shall in all respects be equally and ratably entitled to the benefits hereof, without preference, priority, or distinction.

Section 2.03.  Limitations on Transfer.Except as set forth in the immediately succeeding sentence, neither this Put Option Agreement, the Put Options evidenced hereby nor any interest or obligation in or under this Put Option Agreement may be directly or indirectly transferred, assigned or otherwise disposed of (whether by way of security or otherwise) by the Purchaser without the prior written consent of the Seller. The Purchaser shall be permitted to transfer or assign the Put Options evidenced hereby and its interests an d obligations under this Put Option Agreement to any Permitted Transferee.  In connection with any transfer or assignment pursuant to the immediately preceding sentence, the Purchaser shall give the Seller prompt written notice of such transfer or assignment, the number of Put Options that have been transferred or assigned and the identity of the relevant transferee or assignee.

ARTICLE 3

Exercise and Settlement of Put Options

Section 3.01.  Exercise of Put Options.During the period beginning at the Open of Business on the Determination Date and ending at the Close of Business on the Expiration Date, the Holder shall be entitled to exercise, in accordance with this ‎Article 3, the full Number of Put Options or any portion thereof (which shall not include any fractional Put Options) by delivering a duly completed and executed Exercise Notice to the Seller; provided that the Holder shall not be entitled to deliver more than one Exercise Notice to the Seller.  Any Put Options not exercised prior to the Close of Business on the Expiration Date shall expire unexercised. The date on which the Holder complies with the requirements for exercise set forth in this ‎Section 3.01 in respect of one or more Put Options is the “Exercise Date” for such Put Options.  However, if such date is not a Trading Day or the Holder satisfies such requirements after the Close of Business on a Trading Day, then the Exercise Date shall be the immediately succeeding Trading Day.  The Seller shall notify the Holder, not later than the Open of Business on the Determination Date of the Number of Put Options.

Section 3.02.  Settlement of Put Options.  For each Put Option exercised hereunder, (i) prior to 11:00 a.m., New York City time, on the Settlement Date, the Holder shall cause to be delivered to the Seller one ADS (the “Full Physical

5

Share Amount”) together with, if applicable, any dividends or distributions (or payments in respect thereof) as set forth in ‎Section 4.03, and (ii) on the Settlement Date, following rece ipt by the Holder of such amounts as set forth in clause ‎(i) above, the Seller shall pay the Exercise Price (determined as of such Exercise Date), by federal wire or other immediately available funds payable to the order of the Holder and notified to the Seller in accordance with ‎Section 8.02.

Section 3.03.  Delivery of ADSs.  (a) In connection with the exercise of any Put Options pursuant to ‎Section 3.02, the Holder shall deliver to the Seller a number of ADSs equal to the Number of Put Options that the Holder so exercises.

(b)The Seller shall for all purposes be deemed to have become the holder of record of any ADSs delivered upon exercise of the Put Options represented by this Put Option Agreement as of the Close of Business on the later of the Exercise Date and the date of payment by the Seller of the Exercise Price in accordance with ‎Section 3.02.  However, if any such date is a date when the ADS transfer books of the Depositary are closed, the Seller shall be deemed to have become the holder of such ADSs at the Close of Business on the next succeeding date on which the ADS transfer books of the Depositary are open.

Section 3.04.  No Fractional ADSs to Be Delivered.(a) Notwithstanding anything to the contrary in this Put Option Agreement, the Holder shall not be required to deliver any fraction of an ADS upon exercise of any Put Options.

(b)The Seller hereby expressly waives its right to receive any fraction of an ADS or a receipt representing a fraction of an ADS.

Section 3.05.  Calculations Determined by Seller.The Seller shall be responsible for performing all calculations required in connection with the exercise and settlement of the Put Options and the delivery of ADSs as described in this ‎Article 3.  In connection therewith, the Seller shall provide prompt written notice to the Holder of the number of ADSs deliverable upon exercise and settlement of the Put Options.

ARTICLE 4

Adjustments

Section 4.01.  Adjustments to Exercise Price.  The Exercise Price for the Put Options shall be subject to adjustment (without duplication) upon the occurrence of any of the following events:

(a)(i) The issuance of Common Stock as a dividend or distribution to all holders of Common Stock, or a subdivision or combination of Common Stock,

6

in which event the Exercise Price shall be adjusted based on the following formula:

where:

EP0 = the Exercise Price in effect immediately prior to the Close of Business on the Record Date for such dividend or distribution, or immediately prior to the Open of Business on the effective date for such subdivision or combination, as the case may be;

EP1 = the Exercise Price in effect immediately after the Close of Business on the Record Date for such dividend or distribution, or immediately after the Open of Business on the effective date for such subdivision or combination, as the case may be;

OS0 = the number of shares of Common Stock outstanding immediately prior to the Close of Business on the Record Date for such dividend or distribution, or immediately prior to the Open of Business on the effective date for such subdivision or combination, as the case may be;

OS1 = the number of shares of Common Stock that would be outstanding immediately after, and solely as a result of, such dividend, distribution, subdivision or combination;

ADS0 = the number of shares of Common Stock represented by an ADS immediately prior to the Close of Business on the Record Date for such dividend or distribution, or immediately prior to the Open of Business on the effective date for such subdivision or combination, as the case may be; and

ADS1 = the number of shares of Common Stock represented by an ADS immediately after giving effect to such dividend, distribution, subdivision or combination, as the case may be.

Such adjustment shall become effective immediately after the Close of Business on the Record Date for such dividend or distribution, or immediately after the Open of Business on the effective date for such subdivision or

7

combination, as the case may be. If any dividend or distribution of the type described in this ‎Section 4.01(a) is declared but not so paid or made, the Exercise Price shall again be adjusted to the Exercise Price that would then be in effect if such dividend or distribution had not been declared or announced, as the case may be.

(ii)In the event of (A) any subdivision or split of the outstanding ADSs, (B) any distribution of additional ADSs to holders of ADSs, or (C) any combination of the outstanding ADSs into a smaller number of ADSs, the Seller shall adjust the Exercise Price (and shall make a corresponding adjustment to the Number of Put Options pursuant to ‎Section 4.02) in effect immediately before the event triggering the adjustment so that the Seller will be entitled to receive, upon the Holder’s exercise of the Put Options issued hereunder, the number of ADSs that the Seller would have been entitled to receive upon the Holder’s exercise immediately following this event had the Put Options issued hereunder been exercised for the underlying ADS immediately before this event or any record date with respect to it.

(b)If the Common Stock ceases to be represented by American Depositary Receipts issued under a depositary receipt program sponsored by the Issuer, or the ADSs cease to be listed on the New York Stock Exchange (and are not at that time listed on another United States national securities exchange), all references in this Put Option Agreement to the ADSs relative to the terms of the Put Options shall be deemed to have been replaced by a reference to the number of shares of Common Stock represented by an ADS on the date the Common Stock ceases to be represented by American Depositary Receipts issued under a depositary receipt program sponsored b y the Issuer or on the last day on which the ADSs were traded on the New York Stock Exchange (or another United States national securities exchange), as the case may be, as adjusted, pursuant to the adjustment provisions of this Put Option Agreement, for any other property the ADSs represented as if the other property had been distributed to holders of the ADSs on that day.

Section 4.02.  Adjustments to Number of Put Options.  Concurrently with any adjustment to the Exercise Price under ‎Section 4.01, the Number of Put Options shall be adjusted such that the Number of Put Options in effect immediately following the effectiveness of such adjustment will be equal to the Number of Put Options in effect immediately prior to such adjustment, multiplied by a fraction, (i) the numerator of which is the Exercise Price in effect immediately prior to such adjustment and (ii) the denominator of which is the Exercise Price in effect immediately following such adjustment, rounded up to the nearest whole number.

8

Section 4.03. Pass-Through of Dividends and Distributions. If an issuance, dividend or other distribution is made to all holders of ADSs of any (i) Cash dividends or distributions, (ii) distributions of any rights or warrants to purchase Common Stock or other securities or assets of the Issuer, (iii) distributions of shares of the Issuer’s Capital Stock (other than Common Stock) or (iv) evidences of the Issuer’s indebtedness (clauses (i) through (iv), collectively, the “Distributed Property”), in each case, for which the Record Date for such issuance, dividend or distribution occurs during the period (the “Recapture Period”) from, and including, the date hereof and to, but excluding, the date on which the Seller becomes the holder of record of any ADSs delivered upon exercise of the Put Options represented by this Put Option Agreement pursuant to  ‎Section 3.03(b), then upon exercise of any Put Options hereunder, the Holder shall, in the case of any Distributed Property described in clause (i) above, pay to the Seller, on the Settlement Date the amount of Cash paid in respect of the numbe r of ADSs underlying the number of Put Options exercised by the Holder, and in the case of any Distributed Property described in clause (ii), clause (iii) or clause (iv) above, at Holder’s election, which shall be set forth in the relevant Exercise Notice, either:

(a)pay to the Seller, on the Settlement Date the net cash proceeds received by the Holder in connection with the sale by the Holder in an arms-length transaction to an unaffiliated third party of an amount of Distributed Property distributed in respect of the number of ADSs underlying the number of Put Options exercised; or

(b)deliver to the Seller, on the Settlement Date, the amount of Distributed Property distributed in respect of the number of ADSs underlying the number of Put Options so exercised by the Holder, as well as any dividends or distributions on such Distributed Property for which the relevant record date occurs in the Recapture Period (including, for the avoidance of doubt, interest payments on debt securities for which the relevant record date occurs in the Recapture Period and principal payments on debt securities for which the relevant maturity occurs in the Recapture Period).

Upon the issuance, dividend or distribution of any Distributed Property described in clause (ii), clause (iii) or clause (iv) above, for which the Record Date occurs during the Recapture Period and for which the Holder has elected to sell such Distributed Property and deliver the net cash proceeds to Seller in accordance with clause ‎(a) above, the Holder agrees (x) to use commercially reasonable efforts to sell promptly such Distributed Property in an arms-length transaction to one or more unaffiliated third parties (which shall include the Seller) and (y) prior to consummating any sale of such Distributed Property to any unaffiliated third party other than the Seller, to grant the Seller a right of first refusal, exercisable for five Trading Days, in respect of any proposed sale of such Distributed Property to any unaffiliated third party other than the Seller (other

9

than any sale of such Distributed Property on an exchange or recognized market at the then-current market price for such Distributed Property or such exchange or recognized market), at a price equal to the proposed sale price.  Upon the consummation of the sale of such Distributed Property to any unaffiliated third party other than the Seller, Holder shall promptly notify the Seller of such sale and the corresponding net cash proceeds therefrom.

Notwithstanding the foregoing, in connection with the issuance, dividend or distribution of any Distributed Property for which the Record Date occurs during the Recapture Period, if the Holder has not received any such Distributed Property as of the Settlement Date or if the Holder has elected to sell such Distributed Property in accordance with clause ‎(a) above and h as not sold such Distributed Property as of the Settlement Date, then the Holder may elect in respect of any Put Options exercised hereunder to defer payment or delivery, as the case may be, of such issuance, dividend or distribution or, if the Holder has elected to sell such Distributed Property, the net cash proceeds received by the Holder in connection with the sale of such Distributed Property in accordance with clause ‎(a) above, in each case, until the third Trading Day immediately following receipt by the Holder of such Distributed Property or, if the Holder has elected to sell such Distributed Property in a ccordance with clause ‎(a) above, the third Trading Day immediately following the sale of such Distributed Property.

Section 4.04.  Restrictions on Adjustments.  (a) Except in accordance with ‎Section 4.01 and ‎Section 4.02, the Exercise Price and the Number of Put Options will not be adjusted for the issuance of Common Stock or ADSs, for any dividend or distribution in respect of the Common Stock or ADSs or any other transaction or event relating to or affecting the Common Stock or ADSs.

(b)No adjustment shall be made to the Exercise Price, nor will any corresponding adjustment be made to the Number of Put Options, unless the adjustment would result in a change of at least 1% of the Exercise Price.

Section 4.05.  Recapitalizations, Reclassifications and Other Changes.(a)If any of the following events occur:

(i)any recapitalization;

(ii)any reclassification or change of the outstanding shares of Common Stock (other than changes resulting from a subdivision or combination to which ‎Section 4.01(a) applies);

(iii)any consolidation, merger or combination involving the Issuer;

10

(iv)any sale or conveyance to a third party of all or substantially all of the Issuer’s assets; or

(v)any statutory share exchange,

(each such event a “Reorganization Event”), in each case as a result of which the Common Stock would be converted into, or exchanged for, stock, other securities, other property or assets (including cash or any combination thereof) (the “Reference Property”), then, following the effective time of the transaction, the Holder’s obligation to deliver ADSs upon exercise of a Put Option shall be changed to an obligation to pay or deliver, at Holder’s election, which shall be set forth in the relevant Exercise Notice, either:

(i)the net cash proceeds received by the Holder in connection with the sale by the Holder in an arms-length transaction to an unaffiliated third party of the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that the Holder received in connection with such Reorganization Event in respect of one ADS (such kind and amount of Reference Property per ADS, a “Unit of Reference Property”); or

(ii)a Unit of Reference Property.

In the event holders of the ADSs have the opportunity to elect the form of consideration to be received in a Reorganization Event, the type and amount of consideration to be delivered upon exercise of a Put Option hereunder, or sold by the Holder in an arms length transaction as described in clause ‎(i) above, from and after the effective time of such Reorganization Event shall be deemed to be the t ypes and amounts of consideration actually received by the Holder in such Reorganization Event in respect of the Holder’s ADSs.

(b)Upon the issuance, dividend or distribution of any non-Cash Reference Property for which the Holder has elected to sell such Reference Property and deliver the net cash proceeds to Seller in accordance with clause (a)(i) above, the Holder agrees (x) to use commercially reasonable efforts to sell promptly such Reference Property in an arms-length transaction to one or more unaffiliated third parties (which shall include the Seller) and (y) prior to consummating any sale of such Reference Property to any unaffiliated third party other than the Seller, to gra nt the Seller a right of first refusal, exercisable for five Trading Days, in respect of any proposed sale of such Distributed Property to any unaffiliated third party other than the Seller (other than any sale of such Reference Property on an exchange or recognized market at the then-current market price for such Reference Property on such exchange or recognized market), at a price equal to the proposed sale price.  Upon the consummation of the sale of such Reference Property to any unaffiliated third party other than the Seller, Holder shall

11

promptly notify the Seller of such sale and the corresponding net cash proceeds therefrom.

(c)At any time from, and including, the effective time of a Reorganization Event, the Full Physical Share Amount per Put Option shall be equal to a single Unit of Reference Property (or, if the Holder elects to sell the Reference Property pursuant to clause (a)‎(i) above, the net cash proceeds received per Unit of Reference Property in such sale).

(d)The above provisions of this ‎Section 4.05 shall similarly apply to successive Reorganization Events.

(e)If this ‎Section 4.05 applies to any event or occurrence, no other provision of this ‎Article 4 shall apply to such event or occurrence.

Section 4.06.  Common Stock Outstanding. For the purposes of this ‎Article 4, the number of shares of Common Stock at any time outstanding shall not include shares held, directly or indirectly, by the Issuer, but shall include shares issuable in respect of scrip certificates issued in lieu of fractions of shares of Common Stock.

Section 4.07.  Seller’s Determinations Final.  The Seller shall be responsible for making all calculations called for under this Put Option Agreement. These calculations include, but are not limited to, the Exercise Date, the Exercise Price, the Number of Put Options and the number of ADSs or Units of Reference Property, if any, to be delivered upon exercise of the Number of Put Options.

Section 4.08.  Notice of Adjustments.  Whenever the Exercise Price or the Number of Put Options is adjusted pursuant to this ‎Article 4, the Seller shall promptly mail to the Holder a notice of the adjustment.

ARTICLE 5

Other Provisions Relating to Rights of Holder

Section 5.01.  Amendments.  No amendment, modification or waiver in respect of this Put Option Agreement will be effective unless in writing (including a writing evidenced by a facsimile transmission) and executed by each of the parties or confirmed by an exchange of telexes or electronic messages on an electronic messaging system.

12

ARTICLE 6

Representations, Warranties and Covenants of the Seller

The Seller hereby represents and warrants to the Purchaser that:

Section 6.01.  Organization and Existence.  The Seller is a corporation (sociedad anónima) duly organized and validly existing under the laws of the Kingdom of Spain.

Section 6.02.  Authorization.  The execution, delivery and performance by the Seller of this Put Option Agreement and the consummation by the Seller of the transactions contemplated hereby are within the powers of the Seller and have been duly authorized by all necessary action on the part of the Seller.  This Put Option Agreement constitutes the valid and binding agreement of the Seller, enforceable against the Seller in accordance with its terms.

Section 6.03.  Governmental and Court Authorization.  The execution, delivery and performance by the Seller of this Put Option Agreement and the consummation by the Seller of the transactions contemplated hereby require no action by, or in respect of, or consent, approval or authorization of, or filing, registration or qualification with, any Governmental Body.

Section 6.04.  Non-contravention.  The execution, delivery and performance by the Seller of this Put Option Agreement do not and shall not (i) contravene or conflict with the articles of incorporation, bylaws or other organizational document binding on the Seller, (ii) contravene or conflict with or constitute a violation of any Applicable Law binding upon or applicable to the Seller or (iii) require any consent, approval or other action by any Person or constitute a default under or give rise to any right of termination, cancellation or acceleration of any right or obligation of the Seller or to a loss of any benefit to which the Seller is entitled under any agreement, contract, indenture, lease or other instrument binding upon the Seller or any license, franchise, permit or other similar authorization held by the Seller.

ARTICLE 7

Representations and Warranties of The Purchaser

Section 7.01.  Private Placement.  The Purchaser hereby represents and warrants to and agrees with the Seller that:

(a)The offer and sale of the Put Options has not been registered under the Securities Act;

13

(b)It is a “qualified institutional buyer” as defined in Rule 144A (a “QIB”) under the Securities Act;

(c)It is acquiring the Put Options for its own account or for one or more accounts (each of which is a QIB and as to each of which it exercises sole investment discretion and for each of which it has full power to make the acknowledgments, representations and agreements herein) and not with a view to, or for sale in connection with, any public resale or distribution thereof;

(d)It understands that no offering circular or prospectus will be provided or prepared in connection with the offer and sale of the Put Options;

(e)It has conducted its own investigation of the Put Options and the Seller and the Seller has not made any representation to it, express or implied, with respect to the Put Options or the Seller.  It has received and reviewed all financial and other information that it believes is necessary or appropriate in connection with its decision to purchase the Put Options;

(f)It represents that it has such knowledge and experience in financial and business matters (including investments in unregistered equity securities of non-U.S. issuers) as to enable it to evaluate the merits and risk of its investment in the Put Options and that it and any accounts for which it is acting is able to bear the economic risk of investing in and holding such Put Options; and

(g)It understands that the Put Options are being offered in a transaction not involving any public offering in the United States within the meaning of the Securities Act.

Section 7.02.  Organization and Existence.  The Purchaser hereby represents and warrants that it is a Corporation duly organized, validly existing and in good standing under the laws of Maryland.

Section 7.03. Authorization.  The Purchaser hereby represents and warrants that the execution, delivery and performance by the Purchaser of this Put Option Agreement and the consummation by the Purchaser of the transactions contemplated hereby are within its powers and have been duly authorized by all necessary action on its part.  This Put Option Agreement constitutes a valid and binding agreement enforceable against the Purchaser in accordance with its terms.

Section 7.04. Governmental and Court Authorization.  The Purchaser hereby represents and warrants that the execution, delivery and performance by the Purchaser of this Put Option Agreement and the consummation by the Purchaser of the transactions contemplated hereby require no action by, or in respect of, or consent, approval or authorization of, or filing, registration or qualification with, any Governmental Body.

14

Section 7.05.  Non-contravention.  The Purchaser hereby represents and warrants that the execution, delivery and performance by the Purchaser of this Put Option Agreement do not and shall not (i) contravene or conflict with the articles of incorporation, bylaws or other organizational document binding on the Purchaser, (ii) contravene or conflict with or constitute a violation of any Applicable Law binding upon or applicable to the Purchaser or (iii) require any consent, approval or other action by any Person or constitute a default under or give rise to any right of termination, cancellation or acceleration of any right or obligation of the Purchaser or to a loss of any benefit to which the Purchaser is entitled under any agreement, contract, indenture, lease or other instrument binding upon the Purchaser or any license, franchise, permit or other similar authorization held by the Purchaser.

Section 7.06.  Title to the ADSs.  The Holder has valid title to the ADSs to be delivered upon exercise of the Number of Put Options under this Put Option Agreement, free and clear of all security interests, claims, liens, equities or other encumbrances.

ARTICLE 8

Other Matters

Section 8.01.  Payment of Certain Taxes.  (a) The Seller shall pay any and all documentary, stamp or similar issue or transfer taxes that may be payable upon the initial issuance of the Put Options hereunder.

(b)The Holder shall pay any and all documentary, stamp or similar issue or transfer taxes that may be payable upon the delivery of ADSs upon the exercise of Put Options hereunder and the transfer of American Depositary Receipts in respect thereof in the name of, or in such name as may be directed by, the Seller.

Section 8.02.  Notices.  All notices, requests and other communications to any party hereunder shall be in writing (including facsimile transmission) and shall be given:

if to the Seller, to:

Repsol YPF S.A.

Paseo de la Castellana 278-280

28046 Madrid (Spain)

Att: Corporate Director Finance

Facsimile No.: + 34 90 255 51 34

15

with copies (which shall not constitute notice) to:

Repsol YPF S.A.

Paseo de la Castellana 278-280

28046 Madrid (Spain)

Att: Corporate Director Legal Services

Facsimile No.: + 34 91 348 40 86

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, NY 10017

Att:  Nicholas A. Kronfeld

Facsimile No.: + 1 (212) 450-5950

if to the Purchaser or Holder, to:

Capital International, Inc.

333 South Hope Street

Los Angeles, CA 90071

Attn:  Legal

Facsimile No.: + 1-213-486-9034

or such other address or facsimile number as such party may hereafter specify for the purpose by notice to the other party hereto.  All such notices, requests and other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to 5:00 p.m. in the place of receipt and such day is a Business Day in the place of receipt.  Otherwise, any such notice, request or communication shall be deemed not to have been received until the next succeeding Business Day in the place of receipt.

Section 8.03.  Governing Law.  This Put Option Agreement shall be construed in accordance with and governed by the internal law of the State of New York, without regard to the conflicts of law rules of such state.

Section 8.04.  Jurisdiction.  Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Put Option Agreement or the transactions contemplated hereby may be brought against any of the parties in any United States District Court for the Southern District of New York or any New York State court sitting in New York City, so long as one of such courts shall have subject matter jurisdiction over such suit, action or proceeding, and that any cause of action arising out of this Put Option Agreement shall be deemed to have arisen from a transaction of busi ness in the State of New York, and each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted

16

by law, any objection it may now have or hereafter have to venue laid therein or that any such suit, action or proceeding which is brought in such court has been brought in an inconvenient forum.  Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court.  Without limiting the foregoing, each party agrees that service of process on such party as provided in ‎Section 8.02 shall be deemed effective service of process on such party.

Section 8.05.  WAIVER OF JURY TRIAL.  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS PUT OPTION AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 8.06.  Entire Agreement; Third-Party Beneficiaries.  This Put Option Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings and negotiations, both written and oral, between the parties with respect to the subject matter of this Put Option Agreement.  No representation, inducement, promise, understanding, condition or warranty of either party hereto not set forth herein has been made or relied upon by any party hereto.  Neither this Put Option Agreement nor any provision hereof is intended to co nfer upon any Person other than the parties hereto any rights or remedies hereunder.

Section 8.07.  Captions.  The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof.

Section 8.08.  Counterparts; Effectiveness.  This Put Option Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.  This Agreement shall become effective when each party hereto shall have received a counterpart hereof signed by the other party hereto.

Section 8.09.  Severability.  If any term, provision, covenant or restriction of this Put Option Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Put Option Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.  Upon such a determination, the parties shall negotiate in good faith to modify this Put Option Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner so that the tr ansactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

17

IN WITNESS WHEREOF, this Put Option Agreement has been duly executed by the parties hereto as of the day and year first above written.

Repsol YPF, S.A.
By:	/s/ Fernando Ramírez Mazarredo
	Name: Fernando Ramírez Mazarredo
	Title: Chief Financial Officer

EMERGING MARKETS GROWTH FUND, INC.,
	as Purchaser and Holder

By: Capital International, Inc.

By:	/s/ Mark E. Brubaker
	Name: Mark E. Brubaker
	Title: Senior Vice President

18

EXHIBIT A

[FORM OF EXERCISE NOTICE]

Repsol YPF S.A.

Paseo de la Castellana 278-280

28046 Madrid (Spain)

Att: Corporate Director Finance

The undersigned (the “Holder”) hereby irrevocably exercises ______________ Put Options (the “Exercised Put Options”).

The Holder hereby confirms that it will, prior to 11:00 a.m., New York City time, on the Settlement Date, cause to be delivered to the Seller the Full Physical Share Amount for each of the Exercised Put Options together with, if applicable, any dividends or distributions (or payments in respect thereof) as set forth in ‎Section 4.03.

[In connection with the distribution of [insert description of Distributed Property of the type described in clause (ii), clause (iii) or clause (iv) of ‎Section 4.03]] on [              , 2011], the Holder hereby elects to:

o    pay to the Seller, on the Settlement Date the net cash proceeds received by the Holder in connection with the sale by the Holder in an arms-length transaction to an unaffiliated third party of the Units of Reference Property underlying the number of Exercised Put Options.

o    deliver to the Seller, on the Settlement Date, the Units of Reference Property underlying the number of Exercised Put Options.]1

[In connection with the Reorganization Event that occurred on [              , 2011], the Holder hereby elects to:

o    pay to the Seller, on the Settlement Date the net cash proceeds received by the Holder in connection with the sale by the Holder in an arms-length transaction to an unaffiliated third party of an amount of Distributed Property distributed in respect of the number of ADSs underlying the Exercised Put Options.

___________________

1 Insert if Distributed Property other than Cash is distributed during the Recapture Period.

A-1

o    deliver to the Seller, on the Settlement Date, the amount of Distributed Property distributed in respect of the number of ADSs underlying the number of Exercised Put Options, as well as any dividends or distributions on such Distributed Property for which the relevant record date occurs in the Recapture Period (including, for the avoidance of doubt, interest payments on debt securities for which the relevant record date occurs in the Recapture Period and principal payments on debt securities for which the relevant maturity occurs in the Recapture Period).]2

[In connection with the distribution of [              ] by the Issuer on the Common Stock for which the Record Date occurred on [               , 2011] but for which the Holder has not [received such Distributed Property as of the date hereof][sold such Distributed Property as of the date hereof], the Holder hereby elects in accordance with ‎ ;Section 4.03 to defer delivery of such [distribution][ payment] until the third Trading Day immediately following [receipt by the Holder of such Distributed Property][the sale of such Distributed Property].]

The Holder hereby directs the Seller to pay the Exercise Price for each of the Exercised Put Options by federal wire transfer as follows:

SWIFT: [               ]

ABA: [                     ]

Acct No: [               ]

Acct Name: [               ]

Trade Ref::  [               ]

Dated: ______________________ Emerging Markets Growth Fund, Inc.

By:
	Authorized Signature
	Address:
	Telephone:

___________________

2 Insert if Reorganization Event occurs during the term of the Put Option.

A-2

EX-99.13

Exhibit 99.13

EXECUTION VERSION

PUT OPTION AGREEMENT

dated as of December 23, 2010

between

Repsol YPF, S.A.

as Seller

and

Capital Guardian Emerging Markets Restricted Equity Fund for Tax-Exempt Trusts

as Purchaser

TABLE OF CONTENTS

Page

ARTICLE 1
Definitions
Section 1.01.	Certain Definitions	1
ARTICLE 2
Issuance, Execution and Transfer of Put Options
Section 2.01.	Purchase and Sale	4
Section 2.02.	Issuance of Put Options	5
Section 2.03.	Limitations on Transfer	5
ARTICLE 3
Exercise and Settlement of Put Options
Section 3.01.	Exercise of Put Options	5
Section 3.02.	Settlement of Put Options	5
Section 3.03.	Delivery of ADSs	6
Section 3.04.	No Fractional ADSs to Be Delivered	6
Section 3.05.	Calculations Determined by Seller	6
ARTICLE 4
Adjustments
Section 4.01.	Adjustments to Exercise Price	6
Section 4.02.	Adjustments to Number of Put Options	8
Section 4.03.	Pass-Through of Dividends and Distributions.	9
Section 4.04.	Restrictions on Adjustments	10
Section 4.05.	Recapitalizations, Reclassifications and Other Changes	10
Section 4.06.	Common Stock Outstanding.	12
Section 4.07.	Seller’s Determinations Final	12
Section 4.08.	Notice of Adjustments	12
ARTICLE 5
Other Provisions Relating to Rights of Holder
Section 5.01.	Amendments	12

i

ARTICLE 6
Representations, Warranties and Covenants of the Seller
Section 6.01.	Organization and Existence	13
Section 6.02.	Authorization	13
Section 6.03.	Governmental and Court Authorization	13
Section 6.04.	Non-contravention	13
ARTICLE 7
Representations and Warranties of The Purchaser
Section 7.01.	Private Placement	13
Section 7.02.	Organization and Existence	14
Section 7.03.	Authorization	14
Section 7.04.	Governmental and Court Authorization	14
Section 7.05.	Non-contravention	15
Section 7.06.	Title to the ADSs	15
ARTICLE 8
Other Matters
Section 8.01.	Payment of Certain Taxes	15
Section 8.02.	Notices	15
Section 8.03.	Governing Law	16
Section 8.04.	Jurisdiction	16
Section 8.05.	Captions	17
Section 8.08.	Counterparts; Effectiveness	17
Section 8.09.	Severability	17
EXHIBIT A	FORM OF EXERCISE NOTICE	A-1

ii

PUT OPTION AGREEMENT

This Put Option Agreement dated as of December 23, 2010 is between REPSOL YPF, S.A., a corporation organized under the laws of the Kingdom of Spain (the “Seller”), and Capital Guardian Emerging Markets Restricted Equity Fund for Tax-Exempt Trusts (the “Purchaser”).

WITNESSETH THAT:

WHEREAS, pursuant to a Stock Purchase Agreement dated as of December 22, 2010, Seller has agreed to sell and Purchaser has agreed to purchase from Seller 71,200 ADSs (as defined below);

WHEREAS, in connection with such sale and purchase, Purchaser, and each Permitted Transferee, (collectively, the “Purchasers”) collectively desire to purchase from Seller and Seller desires to sell to Purchasers, in the aggregate, a Number of Put Options necessary to reduce the total number of ADSs purchased from Seller by Purchasers to no more than 15% of the Free Float of the ADSs, determined as of the Trading Day immediately preceding the Determination Date;

NOW THEREFORE in consideration of the mutual agreements herein contained, the Seller and the Purchaser agree as follows:

ARTICLE 1

Definitions

Section 1.01.  Certain Definitions.  As used in this Put Option Agreement, the following terms shall have their respective meanings set forth below:

“$” refers to such coin or currency of the United States as at any time of payment is legal tender for the payment of public and private debts.

“ADS” means American Depositary Shares of the Issuer evidenced by American Depositary Receipts and issued pursuant to the Deposit Agreement.

“Affiliate” means a Person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the Issuer.

“Applicable Law” means, with respect to any Person, any federal, state or local law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, order, injunction, judgment, decree, ruling or other similar requirement enacted, adopted, promulgated or applied by a Governmental Body that is binding upon or applicable to such Person, as amended unless expressly specified otherwise.

1

“Board of Directors” means the board of directors of the Seller or any committee of such board of directors duly authorized to exercise the power of such board of directors with respect to the matters provided for in this Put Option Agreement as to which the board of directors is authorized or required to act.

“Business Day” means a day, other than Saturday, Sunday or other day on which commercial banks in New York, New York or Madrid, Spain or Buenos Aires, Argentina are authorized or required by Applicable Law to close.

“Capital Stock” means any and all shares, interests, participations or other equivalents (however designated) of capital stock of the Issuer and all warrants or options to acquire such capital stock.

“Cash” means such coin or currency of the United States as at any time of payment is legal tender for the payment of public and private debts.

“Close of Business” means 5:00 p.m. New York City time.

“Common Stock” means Class D Common Stock, par value 10 Argentinian pesos per share, of the Issuer, subject to ‎Section 4.05.

“Deposit Agreement” means the Amended and Restated Deposit Agreement dated as of November 13, 2009 between the Issuer and Depositary (as the same may be amended, restated or replaced from time to time).

“Depositary” The Bank of New York Mellon, acting as depositary under the Deposit Agreement (and any successor or replacement thereto).

“Determination Date” means December 22, 2011.

“Distributed Property” has the meaning set forth in ‎Section 4.03.

“Exercise Date” has the meaning set forth in ‎Section 3.01.

“Exercise Notice” means, for any Put Option, the exercise notice substantially in the form set forth in Exhibit A hereto.

“Exercise Price” means initially $39.00 per Put Option, subject to adjustment pursuant to ‎Article 4.

“Expiration Date” means, for any Put Option, January 23, 2012, regardless of whether such date is a Trading Day.

“Free Float” means the aggregate number of shares of Common Stock (including shares of Common Stock underlying ADSs) held by non-Affiliates of

2

the Issuer and eligible for resale (in the case of shares of Common Stock, upon conversion into ADSs) without restriction on the New York Stock Exchange.

“Full Physical Share Amount” has the meaning set forth in ‎Section 3.02.

“Governmental Body” means any governmental body, agency or official of any country or political subdivision of any country, including any federal, national, supranational, state, provincial, local or other government, governmental, regulatory or administrative authority (including any self-regulatory organization), agency or commission or any court, tribunal, or judicial or arbitral body.

“Holder” means the Purchaser.

“Issuer” means YPF Sociedad Anónima.

“Number of Put Options” means 71,200; provided that the Number of Put Options shall be reduced, as of the Trading Day prior to the Determination Date, by 0.166% of the Free Float as of the Trading Day prior to the Determination Date, rounded up to the nearest whole number; provided further that if such reduction results in a negative number, the Number of Put Options will be deemed to be zero.  The Number of Put Options shall be subject to adjustment pursuant to ‎Section 4.02.

“Open of Business” means 9:00 a.m., New York City time.

“Permitted Transferee” means each of Capital Guardian Emerging Markets Equity DC Master Fund, Capital International Emerging Markets Fund, Capital Guardian Emerging Markets Equity Fund for Tax-Exempt Trusts, Emerging Markets Growth Fund, Inc., Capital Guardian Emerging Markets Equity Master Fund, Capital International Emerging Markets Total Opportunities, Capital Guardian Emerging Markets Total Opportunities Master Fund and Capital Guardian Emerging Markets Total Opportunities Fund for Tax-Exempt Trusts.

“Person” means an individual, partnership, firm, corporation, business trust, joint stock company, trust, unincorporated association, joint venture, governmental authority or other entity of whatever nature.

“Put Option” means a Put Option of the Seller exercisable for one ADS of the Issuer, subject to adjustment as provided herein, and issued pursuant to this Put Option Agreement with the terms, conditions and rights set forth in this Put Option Agreement.

“Recapture Period” has the meaning set forth in ‎Section 4.03.

3

“Record Date” means, with respect to any dividend, distribution or other transaction or event in which the holders of ADSs have the right to receive any Cash, securities or other property or in which ADSs (or other applicable security) is exchanged for or converted into any combination of Cash, securities or other property, the date fixed for determination of holders of ADSs entitled to receive such Cash, securities or other property (whether such date is fixed by the Board of Directors or by statute, contract or otherwise).

“Reference Property” has the meaning set forth in ‎Section 4.05.

“Reorganization Event” has the meaning set forth in ‎Section 4.05.

“SEC” means Securities and Exchange Commission of the United States.

“Securities Act” means the Securities Act of 1933, as amended.

“Settlement Date” means, in respect of a Put Option that is exercised hereunder, the third Trading Day immediately following the Exercise Date.

“Stock Purchase Agreement” means the Stock Purchase Agreement dated as of December 22, 2010 between the Seller and the Purchaser.

“Trading Day” means (i) if the applicable security is listed on the New York Stock Exchange, a day on which trades may be made thereon or (ii) if the applicable security is listed or admitted for trading on the American Stock Exchange, the NASDAQ Global Select Market, the NASDAQ Global Market or other national securities exchange or market, a day on which the American Stock Exchange, the NASDAQ Global Select Market, the NASDAQ Global Market or such other national securities exchange or market is open for business or (iii) if the applicable security is not so listed, admitted for trading or quoted, any Business Day in New York City, New York.

“Unit of Reference Property” has the meaning set forth in ‎Section 4.05.

ARTICLE 2

Issuance, Execution and Transfer of Put Options

Section 2.01.  Purchase and Sale.  Upon the terms and subject to the conditions of this Put Option Agreement, the Seller agrees to sell to the Purchaser, and the Purchaser agrees to purchase from the Seller, the Number of Put Options in consideration for Purchaser’s agreement to purchase all of the ADSs to be purchased pursuant to the Stock Purchase Agreement.

4

Section 2.02. Issuance of Put Options.  The Number of Put Options issued hereunder shall be represented by this Put Option Agreement.  The issue date of the Put Options shall be the date of the Closing (as defined in the Stock Purchase Agreement). The Put Options issued to the Purchaser at the Closing shall be the only Put Options issued or outstanding under this Put Option Agreement. All Put Options issued under this Put Option Agreement shall in all respects be equally and ratably entitled to the benefits hereof, without preference, priority, or distinction.

Section 2.03.  Limitations on Transfer.Except as set forth in the immediately succeeding sentence, neither this Put Option Agreement, the Put Options evidenced hereby nor any interest or obligation in or under this Put Option Agreement may be directly or indirectly transferred, assigned or otherwise disposed of (whether by way of security or otherwise) by the Purchaser without the prior written consent of the Seller. The Purchaser shall be permitted to transfer or assign the Put Options evidenced hereby and its interests an d obligations under this Put Option Agreement to any Permitted Transferee.  In connection with any transfer or assignment pursuant to the immediately preceding sentence, the Purchaser shall give the Seller prompt written notice of such transfer or assignment, the number of Put Options that have been transferred or assigned and the identity of the relevant transferee or assignee.

ARTICLE 3

Exercise and Settlement of Put Options

Section 3.01.  Exercise of Put Options.During the period beginning at the Open of Business on the Determination Date and ending at the Close of Business on the Expiration Date, the Holder shall be entitled to exercise, in accordance with this ‎Article 3, the full Number of Put Options or any portion thereof (which shall not include any fractional Put Options) by delivering a duly completed and executed Exercise Notice to the Seller; provided that the Holder shall not be entitled to deliver more than one Exercise Notice to the Seller.  Any Put Options not exercised prior to the Close of Business on the Expiration Date shall expire unexercised. The date on which the Holder complies with the requirements for exercise set forth in this ‎Section 3.01 in respect of one or more Put Options is the “Exercise Date” for such Put Options.  However, if such date is not a Trading Day or the Holder satisfies such requirements after the Close of Business on a Trading Day, then the Exercise Date shall be the immediately succeeding Trading Day.  The Seller shall notify the Holder, not later than the Open of Business on the Determination Date of the Number of Put Options.

Section 3.02.  Settlement of Put Options.  For each Put Option exercised hereunder, (i) prior to 11:00 a.m., New York City time, on the Settlement Date, the Holder shall cause to be delivered to the Seller one ADS (the “Full Physical

5

Share Amount”) together with, if applicable, any dividends or distributions (or payments in respect thereof) as set forth in ‎Section 4.03, and (ii) on the Settlement Date, following rece ipt by the Holder of such amounts as set forth in clause ‎(i) above, the Seller shall pay the Exercise Price (determined as of such Exercise Date), by federal wire or other immediately available funds payable to the order of the Holder and notified to the Seller in accordance with ‎Section 8.02.

Section 3.03.  Delivery of ADSs.  (a) In connection with the exercise of any Put Options pursuant to ‎Section 3.02, the Holder shall deliver to the Seller a number of ADSs equal to the Number of Put Options that the Holder so exercises.

(b)The Seller shall for all purposes be deemed to have become the holder of record of any ADSs delivered upon exercise of the Put Options represented by this Put Option Agreement as of the Close of Business on the later of the Exercise Date and the date of payment by the Seller of the Exercise Price in accordance with ‎Section 3.02.  However, if any such date is a date when the ADS transfer books of the Depositary are closed, the Seller shall be deemed to have become the holder of such ADSs at the Close of Business on the next succeeding date on which the ADS transfer books of the Depositary are open.

Section 3.04.  No Fractional ADSs to Be Delivered.(a) Notwithstanding anything to the contrary in this Put Option Agreement, the Holder shall not be required to deliver any fraction of an ADS upon exercise of any Put Options.

(b)The Seller hereby expressly waives its right to receive any fraction of an ADS or a receipt representing a fraction of an ADS.

Section 3.05.  Calculations Determined by Seller.The Seller shall be responsible for performing all calculations required in connection with the exercise and settlement of the Put Options and the delivery of ADSs as described in this ‎Article 3.  In connection therewith, the Seller shall provide prompt written notice to the Holder of the number of ADSs deliverable upon exercise and settlement of the Put Options.

ARTICLE 4

Adjustments

Section 4.01.  Adjustments to Exercise Price.  The Exercise Price for the Put Options shall be subject to adjustment (without duplication) upon the occurrence of any of the following events:

(a)(i) The issuance of Common Stock as a dividend or distribution to all holders of Common Stock, or a subdivision or combination of Common Stock,

6

in which event the Exercise Price shall be adjusted based on the following formula:

where:

EP0 = the Exercise Price in effect immediately prior to the Close of Business on the Record Date for such dividend or distribution, or immediately prior to the Open of Business on the effective date for such subdivision or combination, as the case may be;

EP1 = the Exercise Price in effect immediately after the Close of Business on the Record Date for such dividend or distribution, or immediately after the Open of Business on the effective date for such subdivision or combination, as the case may be;

OS0 = the number of shares of Common Stock outstanding immediately prior to the Close of Business on the Record Date for such dividend or distribution, or immediately prior to the Open of Business on the effective date for such subdivision or combination, as the case may be;

OS1 = the number of shares of Common Stock that would be outstanding immediately after, and solely as a result of, such dividend, distribution, subdivision or combination;

ADS0 = the number of shares of Common Stock represented by an ADS immediately prior to the Close of Business on the Record Date for such dividend or distribution, or immediately prior to the Open of Business on the effective date for such subdivision or combination, as the case may be; and

ADS1 = the number of shares of Common Stock represented by an ADS immediately after giving effect to such dividend, distribution, subdivision or combination, as the case may be.

Such adjustment shall become effective immediately after the Close of Business on the Record Date for such dividend or distribution, or immediately after the Open of Business on the effective date for such subdivision or

7

combination, as the case may be. If any dividend or distribution of the type described in this ‎Section 4.01(a) is declared but not so paid or made, the Exercise Price shall again be adjusted to the Exercise Price that would then be in effect if such dividend or distribution had not been declared or announced, as the case may be.

(ii)In the event of (A) any subdivision or split of the outstanding ADSs, (B) any distribution of additional ADSs to holders of ADSs, or (C) any combination of the outstanding ADSs into a smaller number of ADSs, the Seller shall adjust the Exercise Price (and shall make a corresponding adjustment to the Number of Put Options pursuant to ‎Section 4.02) in effect immediately before the event triggering the adjustment so that the Seller will be entitled to receive, upon the Holder’s exercise of the Put Options issued hereunder, the number of ADSs that the Seller would have been entitled to receive upon the Holder’s exercise immediately following this event had the Put Options issued hereunder been exercised for the underlying ADS immediately before this event or any record date with respect to it.

(b)If the Common Stock ceases to be represented by American Depositary Receipts issued under a depositary receipt program sponsored by the Issuer, or the ADSs cease to be listed on the New York Stock Exchange (and are not at that time listed on another United States national securities exchange), all references in this Put Option Agreement to the ADSs relative to the terms of the Put Options shall be deemed to have been replaced by a reference to the number of shares of Common Stock represented by an ADS on the date the Common Stock ceases to be represented by American Depositary Receipts issued under a depositary receipt program sponsored b y the Issuer or on the last day on which the ADSs were traded on the New York Stock Exchange (or another United States national securities exchange), as the case may be, as adjusted, pursuant to the adjustment provisions of this Put Option Agreement, for any other property the ADSs represented as if the other property had been distributed to holders of the ADSs on that day.

Section 4.02.  Adjustments to Number of Put Options.  Concurrently with any adjustment to the Exercise Price under ‎Section 4.01, the Number of Put Options shall be adjusted such that the Number of Put Options in effect immediately following the effectiveness of such adjustment will be equal to the Number of Put Options in effect immediately prior to such adjustment, multiplied by a fraction, (i) the numerator of which is the Exercise Price in effect immediately prior to such adjustment and (ii) the denominator of which is the Exercise Price in effect immediately following such adjustment, rounded up to the nearest whole number.

8

Section 4.03. Pass-Through of Dividends and Distributions. If an issuance, dividend or other distribution is made to all holders of ADSs of any (i) Cash dividends or distributions, (ii) distributions of any rights or warrants to purchase Common Stock or other securities or assets of the Issuer, (iii) distributions of shares of the Issuer’s Capital Stock (other than Common Stock) or (iv) evidences of the Issuer’s indebtedness (clauses (i) through (iv), collectively, the “Distributed Property”), in each case, for which the Record Date for such issuance, dividend or distribution occurs during the period (the “Recapture Period”) from, and including, the date hereof and to, but excluding, the date on which the Seller becomes the holder of record of any ADSs delivered upon exercise of the Put Options represented by this Put Option Agreement pursuant to  ‎Section 3.03(b), then upon exercise of any Put Options hereunder, the Holder shall, in the case of any Distributed Property described in clause (i) above, pay to the Seller, on the Settlement Date the amount of Cash paid in respect of the numbe r of ADSs underlying the number of Put Options exercised by the Holder, and in the case of any Distributed Property described in clause (ii), clause (iii) or clause (iv) above, at Holder’s election, which shall be set forth in the relevant Exercise Notice, either:

(a)pay to the Seller, on the Settlement Date the net cash proceeds received by the Holder in connection with the sale by the Holder in an arms-length transaction to an unaffiliated third party of an amount of Distributed Property distributed in respect of the number of ADSs underlying the number of Put Options exercised; or

(b)deliver to the Seller, on the Settlement Date, the amount of Distributed Property distributed in respect of the number of ADSs underlying the number of Put Options so exercised by the Holder, as well as any dividends or distributions on such Distributed Property for which the relevant record date occurs in the Recapture Period (including, for the avoidance of doubt, interest payments on debt securities for which the relevant record date occurs in the Recapture Period and principal payments on debt securities for which the relevant maturity occurs in the Recapture Period).

Upon the issuance, dividend or distribution of any Distributed Property described in clause (ii), clause (iii) or clause (iv) above, for which the Record Date occurs during the Recapture Period and for which the Holder has elected to sell such Distributed Property and deliver the net cash proceeds to Seller in accordance with clause ‎(a) above, the Holder agrees (x) to use commercially reasonable efforts to sell promptly such Distributed Property in an arms-length transaction to one or more unaffiliated third parties (which shall include the Seller) and (y) prior to consummating any sale of such Distributed Property to any unaffiliated third party other than the Seller, to grant the Seller a right of first refusal, exercisable for five Trading Days, in respect of any proposed sale of such Distributed Property to any unaffiliated third party other than the Seller (other

9

than any sale of such Distributed Property on an exchange or recognized market at the then-current market price for such Distributed Property or such exchange or recognized market), at a price equal to the proposed sale price.  Upon the consummation of the sale of such Distributed Property to any unaffiliated third party other than the Seller, Holder shall promptly notify the Seller of such sale and the corresponding net cash proceeds therefrom.

Notwithstanding the foregoing, in connection with the issuance, dividend or distribution of any Distributed Property for which the Record Date occurs during the Recapture Period, if the Holder has not received any such Distributed Property as of the Settlement Date or if the Holder has elected to sell such Distributed Property in accordance with clause ‎(a) above and h as not sold such Distributed Property as of the Settlement Date, then the Holder may elect in respect of any Put Options exercised hereunder to defer payment or delivery, as the case may be, of such issuance, dividend or distribution or, if the Holder has elected to sell such Distributed Property, the net cash proceeds received by the Holder in connection with the sale of such Distributed Property in accordance with clause ‎(a) above, in each case, until the third Trading Day immediately following receipt by the Holder of such Distributed Property or, if the Holder has elected to sell such Distributed Property in a ccordance with clause ‎(a) above, the third Trading Day immediately following the sale of such Distributed Property.

Section 4.04.  Restrictions on Adjustments.  (a) Except in accordance with ‎Section 4.01 and ‎Section 4.02, the Exercise Price and the Number of Put Options will not be adjusted for the issuance of Common Stock or ADSs, for any dividend or distribution in respect of the Common Stock or ADSs or any other transaction or event relating to or affecting the Common Stock or ADSs.

(b)No adjustment shall be made to the Exercise Price, nor will any corresponding adjustment be made to the Number of Put Options, unless the adjustment would result in a change of at least 1% of the Exercise Price.

Section 4.05.  Recapitalizations, Reclassifications and Other Changes.(a)If any of the following events occur:

(i)any recapitalization;

(ii)any reclassification or change of the outstanding shares of Common Stock (other than changes resulting from a subdivision or combination to which ‎Section 4.01(a) applies);

(iii)any consolidation, merger or combination involving the Issuer;

10

(iv)any sale or conveyance to a third party of all or substantially all of the Issuer’s assets; or

(v)any statutory share exchange,

(each such event a “Reorganization Event”), in each case as a result of which the Common Stock would be converted into, or exchanged for, stock, other securities, other property or assets (including cash or any combination thereof) (the “Reference Property”), then, following the effective time of the transaction, the Holder’s obligation to deliver ADSs upon exercise of a Put Option shall be changed to an obligation to pay or deliver, at Holder’s election, which shall be set forth in the relevant Exercise Notice, either:

(i)the net cash proceeds received by the Holder in connection with the sale by the Holder in an arms-length transaction to an unaffiliated third party of the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that the Holder received in connection with such Reorganization Event in respect of one ADS (such kind and amount of Reference Property per ADS, a “Unit of Reference Property”); or

(ii)a Unit of Reference Property.

In the event holders of the ADSs have the opportunity to elect the form of consideration to be received in a Reorganization Event, the type and amount of consideration to be delivered upon exercise of a Put Option hereunder, or sold by the Holder in an arms length transaction as described in clause ‎(i) above, from and after the effective time of such Reorganization Event shall be deemed to be the t ypes and amounts of consideration actually received by the Holder in such Reorganization Event in respect of the Holder’s ADSs.

(b)Upon the issuance, dividend or distribution of any non-Cash Reference Property for which the Holder has elected to sell such Reference Property and deliver the net cash proceeds to Seller in accordance with clause (a)(i) above, the Holder agrees (x) to use commercially reasonable efforts to sell promptly such Reference Property in an arms-length transaction to one or more unaffiliated third parties (which shall include the Seller) and (y) prior to consummating any sale of such Reference Property to any unaffiliated third party other than the Seller, to gra nt the Seller a right of first refusal, exercisable for five Trading Days, in respect of any proposed sale of such Distributed Property to any unaffiliated third party other than the Seller (other than any sale of such Reference Property on an exchange or recognized market at the then-current market price for such Reference Property on such exchange or recognized market), at a price equal to the proposed sale price.  Upon the consummation of the sale of such Reference Property to any unaffiliated third party other than the Seller, Holder shall

11

promptly notify the Seller of such sale and the corresponding net cash proceeds therefrom.

(c)At any time from, and including, the effective time of a Reorganization Event, the Full Physical Share Amount per Put Option shall be equal to a single Unit of Reference Property (or, if the Holder elects to sell the Reference Property pursuant to clause (a)‎(i) above, the net cash proceeds received per Unit of Reference Property in such sale).

(d)The above provisions of this ‎Section 4.05 shall similarly apply to successive Reorganization Events.

(e)If this ‎Section 4.05 applies to any event or occurrence, no other provision of this ‎Article 4 shall apply to such event or occurrence.

Section 4.06.  Common Stock Outstanding. For the purposes of this ‎Article 4, the number of shares of Common Stock at any time outstanding shall not include shares held, directly or indirectly, by the Issuer, but shall include shares issuable in respect of scrip certificates issued in lieu of fractions of shares of Common Stock.

Section 4.07.  Seller’s Determinations Final.  The Seller shall be responsible for making all calculations called for under this Put Option Agreement. These calculations include, but are not limited to, the Exercise Date, the Exercise Price, the Number of Put Options and the number of ADSs or Units of Reference Property, if any, to be delivered upon exercise of the Number of Put Options.

Section 4.08.  Notice of Adjustments.  Whenever the Exercise Price or the Number of Put Options is adjusted pursuant to this ‎Article 4, the Seller shall promptly mail to the Holder a notice of the adjustment.

ARTICLE 5

Other Provisions Relating to Rights of Holder

Section 5.01.  Amendments.  No amendment, modification or waiver in respect of this Put Option Agreement will be effective unless in writing (including a writing evidenced by a facsimile transmission) and executed by each of the parties or confirmed by an exchange of telexes or electronic messages on an electronic messaging system.

12

ARTICLE 6

Representations, Warranties and Covenants of the Seller

The Seller hereby represents and warrants to the Purchaser that:

Section 6.01.  Organization and Existence.  The Seller is a corporation (sociedad anónima) duly organized and validly existing under the laws of the Kingdom of Spain.

Section 6.02.  Authorization.  The execution, delivery and performance by the Seller of this Put Option Agreement and the consummation by the Seller of the transactions contemplated hereby are within the powers of the Seller and have been duly authorized by all necessary action on the part of the Seller.  This Put Option Agreement constitutes the valid and binding agreement of the Seller, enforceable against the Seller in accordance with its terms.

Section 6.03.  Governmental and Court Authorization.  The execution, delivery and performance by the Seller of this Put Option Agreement and the consummation by the Seller of the transactions contemplated hereby require no action by, or in respect of, or consent, approval or authorization of, or filing, registration or qualification with, any Governmental Body.

Section 6.04.  Non-contravention.  The execution, delivery and performance by the Seller of this Put Option Agreement do not and shall not (i) contravene or conflict with the articles of incorporation, bylaws or other organizational document binding on the Seller, (ii) contravene or conflict with or constitute a violation of any Applicable Law binding upon or applicable to the Seller or (iii) require any consent, approval or other action by any Person or constitute a default under or give rise to any right of termination, cancellation or acceleration of any right or obligation of the Seller or to a loss of any benefit to which the Seller is entitled under any agreement, contract, indenture, lease or other instrument binding upon the Seller or any license, franchise, permit or other similar authorization held by the Seller.

ARTICLE 7

Representations and Warranties of The Purchaser

Section 7.01.  Private Placement.  The Purchaser hereby represents and warrants to and agrees with the Seller that:

(a)The offer and sale of the Put Options has not been registered under the Securities Act;

13

(b)It is a “qualified institutional buyer” as defined in Rule 144A (a “QIB”) under the Securities Act;

(c)It is acquiring the Put Options for its own account or for one or more accounts (each of which is a QIB and as to each of which it exercises sole investment discretion and for each of which it has full power to make the acknowledgments, representations and agreements herein) and not with a view to, or for sale in connection with, any public resale or distribution thereof;

(d)It understands that no offering circular or prospectus will be provided or prepared in connection with the offer and sale of the Put Options;

(e)It has conducted its own investigation of the Put Options and the Seller and the Seller has not made any representation to it, express or implied, with respect to the Put Options or the Seller.  It has received and reviewed all financial and other information that it believes is necessary or appropriate in connection with its decision to purchase the Put Options;

(f)It represents that it has such knowledge and experience in financial and business matters (including investments in unregistered equity securities of non-U.S. issuers) as to enable it to evaluate the merits and risk of its investment in the Put Options and that it and any accounts for which it is acting is able to bear the economic risk of investing in and holding such Put Options; and

(g)It understands that the Put Options are being offered in a transaction not involving any public offering in the United States within the meaning of the Securities Act.

Section 7.02.  Organization and Existence.  The Purchaser hereby represents and warrants that it is a Common Trust Fund duly organized, validly existing and in good standing under the laws of California.

Section 7.03. Authorization.  The Purchaser hereby represents and warrants that the execution, delivery and performance by the Purchaser of this Put Option Agreement and the consummation by the Purchaser of the transactions contemplated hereby are within its powers and have been duly authorized by all necessary action on its part.  This Put Option Agreement constitutes a valid and binding agreement enforceable against the Purchaser in accordance with its terms.

Section 7.04. Governmental and Court Authorization.  The Purchaser hereby represents and warrants that the execution, delivery and performance by the Purchaser of this Put Option Agreement and the consummation by the Purchaser of the transactions contemplated hereby require no action by, or in respect of, or consent, approval or authorization of, or filing, registration or qualification with, any Governmental Body.

14

Section 7.05.  Non-contravention.  The Purchaser hereby represents and warrants that the execution, delivery and performance by the Purchaser of this Put Option Agreement do not and shall not (i) contravene or conflict with the articles of incorporation, bylaws or other organizational document binding on the Purchaser, (ii) contravene or conflict with or constitute a violation of any Applicable Law binding upon or applicable to the Purchaser or (iii) require any consent, approval or other action by any Person or constitute a default under or give rise to any right of termination, cancellation or acceleration of any right or obligation of the Purchaser or to a loss of any benefit to which the Purchaser is entitled under any agreement, contract, indenture, lease or other instrument binding upon the Purchaser or any license, franchise, permit or other similar authorization held by the Purchaser.

Section 7.06.  Title to the ADSs.  The Holder has valid title to the ADSs to be delivered upon exercise of the Number of Put Options under this Put Option Agreement, free and clear of all security interests, claims, liens, equities or other encumbrances.

ARTICLE 8

Other Matters

Section 8.01.  Payment of Certain Taxes.  (a) The Seller shall pay any and all documentary, stamp or similar issue or transfer taxes that may be payable upon the initial issuance of the Put Options hereunder.

(b)The Holder shall pay any and all documentary, stamp or similar issue or transfer taxes that may be payable upon the delivery of ADSs upon the exercise of Put Options hereunder and the transfer of American Depositary Receipts in respect thereof in the name of, or in such name as may be directed by, the Seller.

Section 8.02.  Notices.  All notices, requests and other communications to any party hereunder shall be in writing (including facsimile transmission) and shall be given:

if to the Seller, to:

Repsol YPF S.A.

Paseo de la Castellana 278-280

28046 Madrid (Spain)

Att: Corporate Director Finance

Facsimile No.: + 34 90 255 51 34

15

with copies (which shall not constitute notice) to:

Repsol YPF S.A.

Paseo de la Castellana 278-280

28046 Madrid (Spain)

Att: Corporate Director Legal Services

Facsimile No.: + 34 91 348 40 86

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, NY 10017

Att:  Nicholas A. Kronfeld

Facsimile No.: + 1 (212) 450-5950

if to the Purchaser or Holder, to:

Capital International, Inc.

333 South Hope Street

Los Angeles, CA 90071

Attn:  Legal

Facsimile No.: + 1-213-486-9034

or such other address or facsimile number as such party may hereafter specify for the purpose by notice to the other party hereto.  All such notices, requests and other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to 5:00 p.m. in the place of receipt and such day is a Business Day in the place of receipt.  Otherwise, any such notice, request or communication shall be deemed not to have been received until the next succeeding Business Day in the place of receipt.

Section 8.03.  Governing Law.  This Put Option Agreement shall be construed in accordance with and governed by the internal law of the State of New York, without regard to the conflicts of law rules of such state.

Section 8.04.  Jurisdiction.  Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Put Option Agreement or the transactions contemplated hereby may be brought against any of the parties in any United States District Court for the Southern District of New York or any New York State court sitting in New York City, so long as one of such courts shall have subject matter jurisdiction over such suit, action or proceeding, and that any cause of action arising out of this Put Option Agreement shall be deemed to have arisen from a transaction of busi ness in the State of New York, and each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted

16

by law, any objection it may now have or hereafter have to venue laid therein or that any such suit, action or proceeding which is brought in such court has been brought in an inconvenient forum.  Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court.  Without limiting the foregoing, each party agrees that service of process on such party as provided in ‎Section 8.02 shall be deemed effective service of process on such party.

Section 8.05.  WAIVER OF JURY TRIAL.  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS PUT OPTION AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 8.06.  Entire Agreement; Third-Party Beneficiaries.  This Put Option Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings and negotiations, both written and oral, between the parties with respect to the subject matter of this Put Option Agreement.  No representation, inducement, promise, understanding, condition or warranty of either party hereto not set forth herein has been made or relied upon by any party hereto.  Neither this Put Option Agreement nor any provision hereof is intended to co nfer upon any Person other than the parties hereto any rights or remedies hereunder.

Section 8.07.  Captions.  The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof.

Section 8.08.  Counterparts; Effectiveness.  This Put Option Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.  This Agreement shall become effective when each party hereto shall have received a counterpart hereof signed by the other party hereto.

Section 8.09.  Severability.  If any term, provision, covenant or restriction of this Put Option Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Put Option Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.  Upon such a determination, the parties shall negotiate in good faith to modify this Put Option Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner so that the tr ansactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

17

IN WITNESS WHEREOF, this Put Option Agreement has been duly executed by the parties hereto as of the day and year first above written.

Repsol YPF, S.A.
By:	/s/ Fernando Ramírez Mazarredo
	Name: Fernando Ramírez Mazarredo
	Title: Chief Financial Officer

Capital Guardian Emerging Markets Restricted Equity Fund for Tax-Exempt Trusts,
	as Purchaser and Holder

By: Capital International, Inc.

By:	/s/ Mark E. Brubaker
	Name: Mark E. Brubaker
	Title: Senior Vice President

18

EXHIBIT A

[FORM OF EXERCISE NOTICE]

Repsol YPF S.A.

Paseo de la Castellana 278-280

28046 Madrid (Spain)

Att: Corporate Director Finance

The undersigned (the “Holder”) hereby irrevocably exercises ______________ Put Options (the “Exercised Put Options”).

The Holder hereby confirms that it will, prior to 11:00 a.m., New York City time, on the Settlement Date, cause to be delivered to the Seller the Full Physical Share Amount for each of the Exercised Put Options together with, if applicable, any dividends or distributions (or payments in respect thereof) as set forth in ‎Section 4.03.

[In connection with the distribution of [insert description of Distributed Property of the type described in clause (ii), clause (iii) or clause (iv) of ‎Section 4.03]] on [              , 2011], the Holder hereby elects to:

o    pay to the Seller, on the Settlement Date the net cash proceeds received by the Holder in connection with the sale by the Holder in an arms-length transaction to an unaffiliated third party of the Units of Reference Property underlying the number of Exercised Put Options.

o    deliver to the Seller, on the Settlement Date, the Units of Reference Property underlying the number of Exercised Put Options.]1

[In connection with the Reorganization Event that occurred on [              , 2011], the Holder hereby elects to:

o    pay to the Seller, on the Settlement Date the net cash proceeds received by the Holder in connection with the sale by the Holder in an arms-length transaction to an unaffiliated third party of an amount of Distributed Property distributed in respect of the number of ADSs underlying the Exercised Put Options.

___________________

1 Insert if Distributed Property other than Cash is distributed during the Recapture Period.

A-1

o    deliver to the Seller, on the Settlement Date, the amount of Distributed Property distributed in respect of the number of ADSs underlying the number of Exercised Put Options, as well as any dividends or distributions on such Distributed Property for which the relevant record date occurs in the Recapture Period (including, for the avoidance of doubt, interest payments on debt securities for which the relevant record date occurs in the Recapture Period and principal payments on debt securities for which the relevant maturity occurs in the Recapture Period).]2

[In connection with the distribution of [              ] by the Issuer on the Common Stock for which the Record Date occurred on [               , 2011] but for which the Holder has not [received such Distributed Property as of the date hereof][sold such Distributed Property as of the date hereof], the Holder hereby elects in accordance with ‎ ;Section 4.03 to defer delivery of such [distribution][ payment] until the third Trading Day immediately following [receipt by the Holder of such Distributed Property][the sale of such Distributed Property].]

The Holder hereby directs the Seller to pay the Exercise Price for each of the Exercised Put Options by federal wire transfer as follows:

SWIFT: [               ]

ABA: [                     ]

Acct No: [               ]

Acct Name: [               ]

Trade Ref::  [               ]

Dated: ______________________ Capital Guardian Emerging Markets Restricted Equity Fund for Tax-Exempt Trusts

By:
	Authorized Signature
	Address:
	Telephone:

___________________

2 Insert if Reorganization Event occurs during the term of the Put Option.

A-2

EX-99.14

Exhibit 99.14

EXECUTION VERSION

PUT OPTION AGREEMENT

dated as of December 23, 2010

between

Repsol YPF, S.A.

as Seller

and

Capital International Emerging Markets Total Opportunities

as Purchaser

TABLE OF CONTENTS

Page

ARTICLE 1
Definitions
Section 1.01.	Certain Definitions	1
ARTICLE 2
Issuance, Execution and Transfer of Put Options
Section 2.01.	Purchase and Sale	4
Section 2.02.	Issuance of Put Options	5
Section 2.03.	Limitations on Transfer	5
ARTICLE 3
Exercise and Settlement of Put Options
Section 3.01.	Exercise of Put Options	5
Section 3.02.	Settlement of Put Options	5
Section 3.03.	Delivery of ADSs	6
Section 3.04.	No Fractional ADSs to Be Delivered	6
Section 3.05.	Calculations Determined by Seller	6
ARTICLE 4
Adjustments
Section 4.01.	Adjustments to Exercise Price	6
Section 4.02.	Adjustments to Number of Put Options	8
Section 4.03.	Pass-Through of Dividends and Distributions.	9
Section 4.04.	Restrictions on Adjustments	10
Section 4.05.	Recapitalizations, Reclassifications and Other Changes	10
Section 4.06.	Common Stock Outstanding.	12
Section 4.07.	Seller’s Determinations Final	12
Section 4.08.	Notice of Adjustments	12
ARTICLE 5
Other Provisions Relating to Rights of Holder
Section 5.01.	Amendments	12

i

ARTICLE 6
Representations, Warranties and Covenants of the Seller
Section 6.01.	Organization and Existence	13
Section 6.02.	Authorization	13
Section 6.03.	Governmental and Court Authorization	13
Section 6.04.	Non-contravention	13
ARTICLE 7
Representations and Warranties of The Purchaser
Section 7.01.	Private Placement	13
Section 7.02.	Organization and Existence	14
Section 7.03.	Authorization	14
Section 7.04.	Governmental and Court Authorization	14
Section 7.05.	Non-contravention	15
Section 7.06.	Title to the ADSs	15
ARTICLE 8
Other Matters
Section 8.01.	Payment of Certain Taxes	15
Section 8.02.	Notices	15
Section 8.03.	Governing Law	16
Section 8.04.	Jurisdiction	16
Section 8.05.	Captions	17
Section 8.08.	Counterparts; Effectiveness	17
Section 8.09.	Severability	17
EXHIBIT A	FORM OF EXERCISE NOTICE	A-1

ii

PUT OPTION AGREEMENT

This Put Option Agreement dated as of December 23, 2010 is between REPSOL YPF, S.A., a corporation organized under the laws of the Kingdom of Spain (the “Seller”), and Capital International Emerging Markets Total Opportunities (the “Purchaser”).

WITNESSETH THAT:

WHEREAS, pursuant to a Stock Purchase Agreement dated as of December 22, 2010, Seller has agreed to sell and Purchaser has agreed to purchase from Seller 99,300 ADSs (as defined below);

WHEREAS, in connection with such sale and purchase, Purchaser, and each Permitted Transferee, (collectively, the “Purchasers”) collectively desire to purchase from Seller and Seller desires to sell to Purchasers, in the aggregate, a Number of Put Options necessary to reduce the total number of ADSs purchased from Seller by Purchasers to no more than 15% of the Free Float of the ADSs, determined as of the Trading Day immediately preceding the Determination Date;

NOW THEREFORE in consideration of the mutual agreements herein contained, the Seller and the Purchaser agree as follows:

ARTICLE 1

Definitions

Section 1.01.  Certain Definitions.  As used in this Put Option Agreement, the following terms shall have their respective meanings set forth below:

“$” refers to such coin or currency of the United States as at any time of payment is legal tender for the payment of public and private debts.

“ADS” means American Depositary Shares of the Issuer evidenced by American Depositary Receipts and issued pursuant to the Deposit Agreement.

“Affiliate” means a Person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the Issuer.

“Applicable Law” means, with respect to any Person, any federal, state or local law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, order, injunction, judgment, decree, ruling or other similar requirement enacted, adopted, promulgated or applied by a Governmental Body that is binding upon or applicable to such Person, as amended unless expressly specified otherwise.

1

“Board of Directors” means the board of directors of the Seller or any committee of such board of directors duly authorized to exercise the power of such board of directors with respect to the matters provided for in this Put Option Agreement as to which the board of directors is authorized or required to act.

“Business Day” means a day, other than Saturday, Sunday or other day on which commercial banks in New York, New York or Madrid, Spain or Buenos Aires, Argentina are authorized or required by Applicable Law to close.

“Capital Stock” means any and all shares, interests, participations or other equivalents (however designated) of capital stock of the Issuer and all warrants or options to acquire such capital stock.

“Cash” means such coin or currency of the United States as at any time of payment is legal tender for the payment of public and private debts.

“Close of Business” means 5:00 p.m. New York City time.

“Common Stock” means Class D Common Stock, par value 10 Argentinian pesos per share, of the Issuer, subject to ‎Section 4.05.

“Deposit Agreement” means the Amended and Restated Deposit Agreement dated as of November 13, 2009 between the Issuer and Depositary (as the same may be amended, restated or replaced from time to time).

“Depositary” The Bank of New York Mellon, acting as depositary under the Deposit Agreement (and any successor or replacement thereto).

“Determination Date” means December 22, 2011.

“Distributed Property” has the meaning set forth in ‎Section 4.03.

“Exercise Date” has the meaning set forth in ‎Section 3.01.

“Exercise Notice” means, for any Put Option, the exercise notice substantially in the form set forth in Exhibit A hereto.

“Exercise Price” means initially $39.00 per Put Option, subject to adjustment pursuant to ‎Article 4.

“Expiration Date” means, for any Put Option, January 23, 2012, regardless of whether such date is a Trading Day.

“Free Float” means the aggregate number of shares of Common Stock (including shares of Common Stock underlying ADSs) held by non-Affiliates of

2

the Issuer and eligible for resale (in the case of shares of Common Stock, upon conversion into ADSs) without restriction on the New York Stock Exchange.

“Full Physical Share Amount” has the meaning set forth in ‎Section 3.02.

“Governmental Body” means any governmental body, agency or official of any country or political subdivision of any country, including any federal, national, supranational, state, provincial, local or other government, governmental, regulatory or administrative authority (including any self-regulatory organization), agency or commission or any court, tribunal, or judicial or arbitral body.

“Holder” means the Purchaser.

“Issuer” means YPF Sociedad Anónima.

“Number of Put Options” means 99,300; provided that the Number of Put Options shall be reduced, as of the Trading Day prior to the Determination Date, by 0.232% of the Free Float as of the Trading Day prior to the Determination Date, rounded up to the nearest whole number; provided further that if such reduction results in a negative number, the Number of Put Options will be deemed to be zero.  The Number of Put Options shall be subject to adjustment pursuant to ‎Section 4.02.

“Open of Business” means 9:00 a.m., New York City time.

“Permitted Transferee” means each of Capital Guardian Emerging Markets Equity DC Master Fund, Capital International Emerging Markets Fund, Capital Guardian Emerging Markets Equity Fund for Tax-Exempt Trusts, Emerging Markets Growth Fund, Inc., Capital Guardian Emerging Markets Restricted Equity Fund for Tax-Exempt Trusts, Capital Guardian Emerging Markets Equity Master Fund, Capital Guardian Emerging Markets Total Opportunities Master Fund and Capital Guardian Emerging Markets Total Opportunities Fund for Tax-Exempt Trusts.

“Person” means an individual, partnership, firm, corporation, business trust, joint stock company, trust, unincorporated association, joint venture, governmental authority or other entity of whatever nature.

“Put Option” means a Put Option of the Seller exercisable for one ADS of the Issuer, subject to adjustment as provided herein, and issued pursuant to this Put Option Agreement with the terms, conditions and rights set forth in this Put Option Agreement.

“Recapture Period” has the meaning set forth in ‎Section 4.03.

3

“Record Date” means, with respect to any dividend, distribution or other transaction or event in which the holders of ADSs have the right to receive any Cash, securities or other property or in which ADSs (or other applicable security) is exchanged for or converted into any combination of Cash, securities or other property, the date fixed for determination of holders of ADSs entitled to receive such Cash, securities or other property (whether such date is fixed by the Board of Directors or by statute, contract or otherwise).

“Reference Property” has the meaning set forth in ‎Section 4.05.

“Reorganization Event” has the meaning set forth in ‎Section 4.05.

“SEC” means Securities and Exchange Commission of the United States.

“Securities Act” means the Securities Act of 1933, as amended.

“Settlement Date” means, in respect of a Put Option that is exercised hereunder, the third Trading Day immediately following the Exercise Date.

“Stock Purchase Agreement” means the Stock Purchase Agreement dated as of December 22, 2010 between the Seller and the Purchaser.

“Trading Day” means (i) if the applicable security is listed on the New York Stock Exchange, a day on which trades may be made thereon or (ii) if the applicable security is listed or admitted for trading on the American Stock Exchange, the NASDAQ Global Select Market, the NASDAQ Global Market or other national securities exchange or market, a day on which the American Stock Exchange, the NASDAQ Global Select Market, the NASDAQ Global Market or such other national securities exchange or market is open for business or (iii) if the applicable security is not so listed, admitted for trading or quoted, any Business Day in New York City, New York.

“Unit of Reference Property” has the meaning set forth in ‎Section 4.05.

ARTICLE 2

Issuance, Execution and Transfer of Put Options

Section 2.01.  Purchase and Sale.  Upon the terms and subject to the conditions of this Put Option Agreement, the Seller agrees to sell to the Purchaser, and the Purchaser agrees to purchase from the Seller, the Number of Put Options in consideration for Purchaser’s agreement to purchase all of the ADSs to be purchased pursuant to the Stock Purchase Agreement.

4

Section 2.02. Issuance of Put Options.  The Number of Put Options issued hereunder shall be represented by this Put Option Agreement.  The issue date of the Put Options shall be the date of the Closing (as defined in the Stock Purchase Agreement). The Put Options issued to the Purchaser at the Closing shall be the only Put Options issued or outstanding under this Put Option Agreement. All Put Options issued under this Put Option Agreement shall in all respects be equally and ratably entitled to the benefits hereof, without preference, priority, or distinction.

Section 2.03.  Limitations on Transfer.Except as set forth in the immediately succeeding sentence, neither this Put Option Agreement, the Put Options evidenced hereby nor any interest or obligation in or under this Put Option Agreement may be directly or indirectly transferred, assigned or otherwise disposed of (whether by way of security or otherwise) by the Purchaser without the prior written consent of the Seller. The Purchaser shall be permitted to transfer or assign the Put Options evidenced hereby and its interests an d obligations under this Put Option Agreement to any Permitted Transferee.  In connection with any transfer or assignment pursuant to the immediately preceding sentence, the Purchaser shall give the Seller prompt written notice of such transfer or assignment, the number of Put Options that have been transferred or assigned and the identity of the relevant transferee or assignee.

ARTICLE 3

Exercise and Settlement of Put Options

Section 3.01.  Exercise of Put Options.During the period beginning at the Open of Business on the Determination Date and ending at the Close of Business on the Expiration Date, the Holder shall be entitled to exercise, in accordance with this ‎Article 3, the full Number of Put Options or any portion thereof (which shall not include any fractional Put Options) by delivering a duly completed and executed Exercise Notice to the Seller; provided that the Holder shall not be entitled to deliver more than one Exercise Notice to the Seller.  Any Put Options not exercised prior to the Close of Business on the Expiration Date shall expire unexercised. The date on which the Holder complies with the requirements for exercise set forth in this ‎Section 3.01 in respect of one or more Put Options is the “Exercise Date” for such Put Options.  However, if such date is not a Trading Day or the Holder satisfies such requirements after the Close of Business on a Trading Day, then the Exercise Date shall be the immediately succeeding Trading Day.  The Seller shall notify the Holder, not later than the Open of Business on the Determination Date of the Number of Put Options.

Section 3.02.  Settlement of Put Options.  For each Put Option exercised hereunder, (i) prior to 11:00 a.m., New York City time, on the Settlement Date, the Holder shall cause to be delivered to the Seller one ADS (the “Full Physical

5

Share Amount”) together with, if applicable, any dividends or distributions (or payments in respect thereof) as set forth in ‎Section 4.03, and (ii) on the Settlement Date, following rece ipt by the Holder of such amounts as set forth in clause ‎(i) above, the Seller shall pay the Exercise Price (determined as of such Exercise Date), by federal wire or other immediately available funds payable to the order of the Holder and notified to the Seller in accordance with ‎Section 8.02.

Section 3.03.  Delivery of ADSs.  (a) In connection with the exercise of any Put Options pursuant to ‎Section 3.02, the Holder shall deliver to the Seller a number of ADSs equal to the Number of Put Options that the Holder so exercises.

(b)The Seller shall for all purposes be deemed to have become the holder of record of any ADSs delivered upon exercise of the Put Options represented by this Put Option Agreement as of the Close of Business on the later of the Exercise Date and the date of payment by the Seller of the Exercise Price in accordance with ‎Section 3.02.  However, if any such date is a date when the ADS transfer books of the Depositary are closed, the Seller shall be deemed to have become the holder of such ADSs at the Close of Business on the next succeeding date on which the ADS transfer books of the Depositary are open.

Section 3.04.  No Fractional ADSs to Be Delivered.(a) Notwithstanding anything to the contrary in this Put Option Agreement, the Holder shall not be required to deliver any fraction of an ADS upon exercise of any Put Options.

(b)The Seller hereby expressly waives its right to receive any fraction of an ADS or a receipt representing a fraction of an ADS.

Section 3.05.  Calculations Determined by Seller.The Seller shall be responsible for performing all calculations required in connection with the exercise and settlement of the Put Options and the delivery of ADSs as described in this ‎Article 3.  In connection therewith, the Seller shall provide prompt written notice to the Holder of the number of ADSs deliverable upon exercise and settlement of the Put Options.

ARTICLE 4

Adjustments

Section 4.01.  Adjustments to Exercise Price.  The Exercise Price for the Put Options shall be subject to adjustment (without duplication) upon the occurrence of any of the following events:

(a)(i) The issuance of Common Stock as a dividend or distribution to all holders of Common Stock, or a subdivision or combination of Common Stock,

6

in which event the Exercise Price shall be adjusted based on the following formula:

where:

EP0 = the Exercise Price in effect immediately prior to the Close of Business on the Record Date for such dividend or distribution, or immediately prior to the Open of Business on the effective date for such subdivision or combination, as the case may be;

EP1 = the Exercise Price in effect immediately after the Close of Business on the Record Date for such dividend or distribution, or immediately after the Open of Business on the effective date for such subdivision or combination, as the case may be;

OS0 = the number of shares of Common Stock outstanding immediately prior to the Close of Business on the Record Date for such dividend or distribution, or immediately prior to the Open of Business on the effective date for such subdivision or combination, as the case may be;

OS1 = the number of shares of Common Stock that would be outstanding immediately after, and solely as a result of, such dividend, distribution, subdivision or combination;

ADS0 = the number of shares of Common Stock represented by an ADS immediately prior to the Close of Business on the Record Date for such dividend or distribution, or immediately prior to the Open of Business on the effective date for such subdivision or combination, as the case may be; and

ADS1 = the number of shares of Common Stock represented by an ADS immediately after giving effect to such dividend, distribution, subdivision or combination, as the case may be.

Such adjustment shall become effective immediately after the Close of Business on the Record Date for such dividend or distribution, or immediately after the Open of Business on the effective date for such subdivision or

7

combination, as the case may be. If any dividend or distribution of the type described in this ‎Section 4.01(a) is declared but not so paid or made, the Exercise Price shall again be adjusted to the Exercise Price that would then be in effect if such dividend or distribution had not been declared or announced, as the case may be.

(ii)In the event of (A) any subdivision or split of the outstanding ADSs, (B) any distribution of additional ADSs to holders of ADSs, or (C) any combination of the outstanding ADSs into a smaller number of ADSs, the Seller shall adjust the Exercise Price (and shall make a corresponding adjustment to the Number of Put Options pursuant to ‎Section 4.02) in effect immediately before the event triggering the adjustment so that the Seller will be entitled to receive, upon the Holder’s exercise of the Put Options issued hereunder, the number of ADSs that the Seller would have been entitled to receive upon the Holder’s exercise immediately following this event had the Put Options issued hereunder been exercised for the underlying ADS immediately before this event or any record date with respect to it.

(b)If the Common Stock ceases to be represented by American Depositary Receipts issued under a depositary receipt program sponsored by the Issuer, or the ADSs cease to be listed on the New York Stock Exchange (and are not at that time listed on another United States national securities exchange), all references in this Put Option Agreement to the ADSs relative to the terms of the Put Options shall be deemed to have been replaced by a reference to the number of shares of Common Stock represented by an ADS on the date the Common Stock ceases to be represented by American Depositary Receipts issued under a depositary receipt program sponsored b y the Issuer or on the last day on which the ADSs were traded on the New York Stock Exchange (or another United States national securities exchange), as the case may be, as adjusted, pursuant to the adjustment provisions of this Put Option Agreement, for any other property the ADSs represented as if the other property had been distributed to holders of the ADSs on that day.

Section 4.02.  Adjustments to Number of Put Options.  Concurrently with any adjustment to the Exercise Price under ‎Section 4.01, the Number of Put Options shall be adjusted such that the Number of Put Options in effect immediately following the effectiveness of such adjustment will be equal to the Number of Put Options in effect immediately prior to such adjustment, multiplied by a fraction, (i) the numerator of which is the Exercise Price in effect immediately prior to such adjustment and (ii) the denominator of which is the Exercise Price in effect immediately following such adjustment, rounded up to the nearest whole number.

8

Section 4.03. Pass-Through of Dividends and Distributions. If an issuance, dividend or other distribution is made to all holders of ADSs of any (i) Cash dividends or distributions, (ii) distributions of any rights or warrants to purchase Common Stock or other securities or assets of the Issuer, (iii) distributions of shares of the Issuer’s Capital Stock (other than Common Stock) or (iv) evidences of the Issuer’s indebtedness (clauses (i) through (iv), collectively, the “Distributed Property”), in each case, for which the Record Date for such issuance, dividend or distribution occurs during the period (the “Recapture Period”) from, and including, the date hereof and to, but excluding, the date on which the Seller becomes the holder of record of any ADSs delivered upon exercise of the Put Options represented by this Put Option Agreement pursuant to  ‎Section 3.03(b), then upon exercise of any Put Options hereunder, the Holder shall, in the case of any Distributed Property described in clause (i) above, pay to the Seller, on the Settlement Date the amount of Cash paid in respect of the numbe r of ADSs underlying the number of Put Options exercised by the Holder, and in the case of any Distributed Property described in clause (ii), clause (iii) or clause (iv) above, at Holder’s election, which shall be set forth in the relevant Exercise Notice, either:

(a)pay to the Seller, on the Settlement Date the net cash proceeds received by the Holder in connection with the sale by the Holder in an arms-length transaction to an unaffiliated third party of an amount of Distributed Property distributed in respect of the number of ADSs underlying the number of Put Options exercised; or

(b)deliver to the Seller, on the Settlement Date, the amount of Distributed Property distributed in respect of the number of ADSs underlying the number of Put Options so exercised by the Holder, as well as any dividends or distributions on such Distributed Property for which the relevant record date occurs in the Recapture Period (including, for the avoidance of doubt, interest payments on debt securities for which the relevant record date occurs in the Recapture Period and principal payments on debt securities for which the relevant maturity occurs in the Recapture Period).

Upon the issuance, dividend or distribution of any Distributed Property described in clause (ii), clause (iii) or clause (iv) above, for which the Record Date occurs during the Recapture Period and for which the Holder has elected to sell such Distributed Property and deliver the net cash proceeds to Seller in accordance with clause ‎(a) above, the Holder agrees (x) to use commercially reasonable efforts to sell promptly such Distributed Property in an arms-length transaction to one or more unaffiliated third parties (which shall include the Seller) and (y) prior to consummating any sale of such Distributed Property to any unaffiliated third party other than the Seller, to grant the Seller a right of first refusal, exercisable for five Trading Days, in respect of any proposed sale of such Distributed Property to any unaffiliated third party other than the Seller (other

9

than any sale of such Distributed Property on an exchange or recognized market at the then-current market price for such Distributed Property or such exchange or recognized market), at a price equal to the proposed sale price.  Upon the consummation of the sale of such Distributed Property to any unaffiliated third party other than the Seller, Holder shall promptly notify the Seller of such sale and the corresponding net cash proceeds therefrom.

Notwithstanding the foregoing, in connection with the issuance, dividend or distribution of any Distributed Property for which the Record Date occurs during the Recapture Period, if the Holder has not received any such Distributed Property as of the Settlement Date or if the Holder has elected to sell such Distributed Property in accordance with clause ‎(a) above and h as not sold such Distributed Property as of the Settlement Date, then the Holder may elect in respect of any Put Options exercised hereunder to defer payment or delivery, as the case may be, of such issuance, dividend or distribution or, if the Holder has elected to sell such Distributed Property, the net cash proceeds received by the Holder in connection with the sale of such Distributed Property in accordance with clause ‎(a) above, in each case, until the third Trading Day immediately following receipt by the Holder of such Distributed Property or, if the Holder has elected to sell such Distributed Property in a ccordance with clause ‎(a) above, the third Trading Day immediately following the sale of such Distributed Property.

Section 4.04.  Restrictions on Adjustments.  (a) Except in accordance with ‎Section 4.01 and ‎Section 4.02, the Exercise Price and the Number of Put Options will not be adjusted for the issuance of Common Stock or ADSs, for any dividend or distribution in respect of the Common Stock or ADSs or any other transaction or event relating to or affecting the Common Stock or ADSs.

(b)No adjustment shall be made to the Exercise Price, nor will any corresponding adjustment be made to the Number of Put Options, unless the adjustment would result in a change of at least 1% of the Exercise Price.

Section 4.05.  Recapitalizations, Reclassifications and Other Changes.(a)If any of the following events occur:

(i)any recapitalization;

(ii)any reclassification or change of the outstanding shares of Common Stock (other than changes resulting from a subdivision or combination to which ‎Section 4.01(a) applies);

(iii)any consolidation, merger or combination involving the Issuer;

10

(iv)any sale or conveyance to a third party of all or substantially all of the Issuer’s assets; or

(v)any statutory share exchange,

(each such event a “Reorganization Event”), in each case as a result of which the Common Stock would be converted into, or exchanged for, stock, other securities, other property or assets (including cash or any combination thereof) (the “Reference Property”), then, following the effective time of the transaction, the Holder’s obligation to deliver ADSs upon exercise of a Put Option shall be changed to an obligation to pay or deliver, at Holder’s election, which shall be set forth in the relevant Exercise Notice, either:

(i)the net cash proceeds received by the Holder in connection with the sale by the Holder in an arms-length transaction to an unaffiliated third party of the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that the Holder received in connection with such Reorganization Event in respect of one ADS (such kind and amount of Reference Property per ADS, a “Unit of Reference Property”); or

(ii)a Unit of Reference Property.

In the event holders of the ADSs have the opportunity to elect the form of consideration to be received in a Reorganization Event, the type and amount of consideration to be delivered upon exercise of a Put Option hereunder, or sold by the Holder in an arms length transaction as described in clause ‎(i) above, from and after the effective time of such Reorganization Event shall be deemed to be the t ypes and amounts of consideration actually received by the Holder in such Reorganization Event in respect of the Holder’s ADSs.

(b)Upon the issuance, dividend or distribution of any non-Cash Reference Property for which the Holder has elected to sell such Reference Property and deliver the net cash proceeds to Seller in accordance with clause (a)(i) above, the Holder agrees (x) to use commercially reasonable efforts to sell promptly such Reference Property in an arms-length transaction to one or more unaffiliated third parties (which shall include the Seller) and (y) prior to consummating any sale of such Reference Property to any unaffiliated third party other than the Seller, to gra nt the Seller a right of first refusal, exercisable for five Trading Days, in respect of any proposed sale of such Distributed Property to any unaffiliated third party other than the Seller (other than any sale of such Reference Property on an exchange or recognized market at the then-current market price for such Reference Property on such exchange or recognized market), at a price equal to the proposed sale price.  Upon the consummation of the sale of such Reference Property to any unaffiliated third party other than the Seller, Holder shall

11

promptly notify the Seller of such sale and the corresponding net cash proceeds therefrom.

(c)At any time from, and including, the effective time of a Reorganization Event, the Full Physical Share Amount per Put Option shall be equal to a single Unit of Reference Property (or, if the Holder elects to sell the Reference Property pursuant to clause (a)‎(i) above, the net cash proceeds received per Unit of Reference Property in such sale).

(d)The above provisions of this ‎Section 4.05 shall similarly apply to successive Reorganization Events.

(e)If this ‎Section 4.05 applies to any event or occurrence, no other provision of this ‎Article 4 shall apply to such event or occurrence.

Section 4.06.  Common Stock Outstanding. For the purposes of this ‎Article 4, the number of shares of Common Stock at any time outstanding shall not include shares held, directly or indirectly, by the Issuer, but shall include shares issuable in respect of scrip certificates issued in lieu of fractions of shares of Common Stock.

Section 4.07.  Seller’s Determinations Final.  The Seller shall be responsible for making all calculations called for under this Put Option Agreement. These calculations include, but are not limited to, the Exercise Date, the Exercise Price, the Number of Put Options and the number of ADSs or Units of Reference Property, if any, to be delivered upon exercise of the Number of Put Options.

Section 4.08.  Notice of Adjustments.  Whenever the Exercise Price or the Number of Put Options is adjusted pursuant to this ‎Article 4, the Seller shall promptly mail to the Holder a notice of the adjustment.

ARTICLE 5

Other Provisions Relating to Rights of Holder

Section 5.01.  Amendments.  No amendment, modification or waiver in respect of this Put Option Agreement will be effective unless in writing (including a writing evidenced by a facsimile transmission) and executed by each of the parties or confirmed by an exchange of telexes or electronic messages on an electronic messaging system.

12

ARTICLE 6

Representations, Warranties and Covenants of the Seller

The Seller hereby represents and warrants to the Purchaser that:

Section 6.01.  Organization and Existence.  The Seller is a corporation (sociedad anónima) duly organized and validly existing under the laws of the Kingdom of Spain.

Section 6.02.  Authorization.  The execution, delivery and performance by the Seller of this Put Option Agreement and the consummation by the Seller of the transactions contemplated hereby are within the powers of the Seller and have been duly authorized by all necessary action on the part of the Seller.  This Put Option Agreement constitutes the valid and binding agreement of the Seller, enforceable against the Seller in accordance with its terms.

Section 6.03.  Governmental and Court Authorization.  The execution, delivery and performance by the Seller of this Put Option Agreement and the consummation by the Seller of the transactions contemplated hereby require no action by, or in respect of, or consent, approval or authorization of, or filing, registration or qualification with, any Governmental Body.

Section 6.04.  Non-contravention.  The execution, delivery and performance by the Seller of this Put Option Agreement do not and shall not (i) contravene or conflict with the articles of incorporation, bylaws or other organizational document binding on the Seller, (ii) contravene or conflict with or constitute a violation of any Applicable Law binding upon or applicable to the Seller or (iii) require any consent, approval or other action by any Person or constitute a default under or give rise to any right of termination, cancellation or acceleration of any right or obligation of the Seller or to a loss of any benefit to which the Seller is entitled under any agreement, contract, indenture, lease or other instrument binding upon the Seller or any license, franchise, permit or other similar authorization held by the Seller.

ARTICLE 7

Representations and Warranties of The Purchaser

Section 7.01.  Private Placement.  The Purchaser hereby represents and warrants to and agrees with the Seller that:

(a)The offer and sale of the Put Options has not been registered under the Securities Act;

13

(b)It is a “qualified institutional buyer” as defined in Rule 144A (a “QIB”) under the Securities Act;

(c)It is acquiring the Put Options for its own account or for one or more accounts (each of which is a QIB and as to each of which it exercises sole investment discretion and for each of which it has full power to make the acknowledgments, representations and agreements herein) and not with a view to, or for sale in connection with, any public resale or distribution thereof;

(d)It understands that no offering circular or prospectus will be provided or prepared in connection with the offer and sale of the Put Options;

(e)It has conducted its own investigation of the Put Options and the Seller and the Seller has not made any representation to it, express or implied, with respect to the Put Options or the Seller.  It has received and reviewed all financial and other information that it believes is necessary or appropriate in connection with its decision to purchase the Put Options;

(f)It represents that it has such knowledge and experience in financial and business matters (including investments in unregistered equity securities of non-U.S. issuers) as to enable it to evaluate the merits and risk of its investment in the Put Options and that it and any accounts for which it is acting is able to bear the economic risk of investing in and holding such Put Options; and

(g)It understands that the Put Options are being offered in a transaction not involving any public offering in the United States within the meaning of the Securities Act.

Section 7.02.  Organization and Existence.  The Purchaser hereby represents and warrants that it is a Societe d'Investissement A Capital Variable duly organized, validly existing and in good standing under the laws of Luxembourg.

Section 7.03. Authorization.  The Purchaser hereby represents and warrants that the execution, delivery and performance by the Purchaser of this Put Option Agreement and the consummation by the Purchaser of the transactions contemplated hereby are within its powers and have been duly authorized by all necessary action on its part.  This Put Option Agreement constitutes a valid and binding agreement enforceable against the Purchaser in accordance with its terms.

Section 7.04. Governmental and Court Authorization.  The Purchaser hereby represents and warrants that the execution, delivery and performance by the Purchaser of this Put Option Agreement and the consummation by the Purchaser of the transactions contemplated hereby require no action by, or in respect of, or consent, approval or authorization of, or filing, registration or qualification with, any Governmental Body.

14

Section 7.05.  Non-contravention.  The Purchaser hereby represents and warrants that the execution, delivery and performance by the Purchaser of this Put Option Agreement do not and shall not (i) contravene or conflict with the articles of incorporation, bylaws or other organizational document binding on the Purchaser, (ii) contravene or conflict with or constitute a violation of any Applicable Law binding upon or applicable to the Purchaser or (iii) require any consent, approval or other action by any Person or constitute a default under or give rise to any right of termination, cancellation or acceleration of any right or obligation of the Purchaser or to a loss of any benefit to which the Purchaser is entitled under any agreement, contract, indenture, lease or other instrument binding upon the Purchaser or any license, franchise, permit or other similar authorization held by the Purchaser.

Section 7.06.  Title to the ADSs.  The Holder has valid title to the ADSs to be delivered upon exercise of the Number of Put Options under this Put Option Agreement, free and clear of all security interests, claims, liens, equities or other encumbrances.

ARTICLE 8

Other Matters

Section 8.01.  Payment of Certain Taxes.  (a) The Seller shall pay any and all documentary, stamp or similar issue or transfer taxes that may be payable upon the initial issuance of the Put Options hereunder.

(b)The Holder shall pay any and all documentary, stamp or similar issue or transfer taxes that may be payable upon the delivery of ADSs upon the exercise of Put Options hereunder and the transfer of American Depositary Receipts in respect thereof in the name of, or in such name as may be directed by, the Seller.

Section 8.02.  Notices.  All notices, requests and other communications to any party hereunder shall be in writing (including facsimile transmission) and shall be given:

if to the Seller, to:

Repsol YPF S.A.

Paseo de la Castellana 278-280

28046 Madrid (Spain)

Att: Corporate Director Finance

Facsimile No.: + 34 90 255 51 34

15

with copies (which shall not constitute notice) to:

Repsol YPF S.A.

Paseo de la Castellana 278-280

28046 Madrid (Spain)

Att: Corporate Director Legal Services

Facsimile No.: + 34 91 348 40 86

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, NY 10017

Att:  Nicholas A. Kronfeld

Facsimile No.: + 1 (212) 450-5950

if to the Purchaser or Holder, to:

Capital International, Inc.

333 South Hope Street

Los Angeles, CA 90071

Attn:  Legal

Facsimile No.: + 1-213-486-9034

or such other address or facsimile number as such party may hereafter specify for the purpose by notice to the other party hereto.  All such notices, requests and other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to 5:00 p.m. in the place of receipt and such day is a Business Day in the place of receipt.  Otherwise, any such notice, request or communication shall be deemed not to have been received until the next succeeding Business Day in the place of receipt.

Section 8.03.  Governing Law.  This Put Option Agreement shall be construed in accordance with and governed by the internal law of the State of New York, without regard to the conflicts of law rules of such state.

Section 8.04.  Jurisdiction.  Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Put Option Agreement or the transactions contemplated hereby may be brought against any of the parties in any United States District Court for the Southern District of New York or any New York State court sitting in New York City, so long as one of such courts shall have subject matter jurisdiction over such suit, action or proceeding, and that any cause of action arising out of this Put Option Agreement shall be deemed to have arisen from a transaction of busi ness in the State of New York, and each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted

16

by law, any objection it may now have or hereafter have to venue laid therein or that any such suit, action or proceeding which is brought in such court has been brought in an inconvenient forum.  Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court.  Without limiting the foregoing, each party agrees that service of process on such party as provided in ‎Section 8.02 shall be deemed effective service of process on such party.

Section 8.05.  WAIVER OF JURY TRIAL.  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS PUT OPTION AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 8.06.  Entire Agreement; Third-Party Beneficiaries.  This Put Option Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings and negotiations, both written and oral, between the parties with respect to the subject matter of this Put Option Agreement.  No representation, inducement, promise, understanding, condition or warranty of either party hereto not set forth herein has been made or relied upon by any party hereto.  Neither this Put Option Agreement nor any provision hereof is intended to co nfer upon any Person other than the parties hereto any rights or remedies hereunder.

Section 8.07.  Captions.  The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof.

Section 8.08.  Counterparts; Effectiveness.  This Put Option Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.  This Agreement shall become effective when each party hereto shall have received a counterpart hereof signed by the other party hereto.

Section 8.09.  Severability.  If any term, provision, covenant or restriction of this Put Option Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Put Option Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.  Upon such a determination, the parties shall negotiate in good faith to modify this Put Option Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner so that the tr ansactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

17

IN WITNESS WHEREOF, this Put Option Agreement has been duly executed by the parties hereto as of the day and year first above written.

Repsol YPF, S.A.
By:	/s/ Fernando Ramírez Mazarredo
	Name: Fernando Ramírez Mazarredo
	Title: Chief Financial Officer

Capital International Emerging Markets Total Opportunities
	as Purchaser and Holder

By: Capital International, Inc.

By:	/s/ Mark E. Brubaker
	Name: Mark E. Brubaker
	Title: Senior Vice President

18

EXHIBIT A

[FORM OF EXERCISE NOTICE]

Repsol YPF S.A.

Paseo de la Castellana 278-280

28046 Madrid (Spain)

Att: Corporate Director Finance

The undersigned (the “Holder”) hereby irrevocably exercises ______________ Put Options (the “Exercised Put Options”).

The Holder hereby confirms that it will, prior to 11:00 a.m., New York City time, on the Settlement Date, cause to be delivered to the Seller the Full Physical Share Amount for each of the Exercised Put Options together with, if applicable, any dividends or distributions (or payments in respect thereof) as set forth in ‎Section 4.03.

[In connection with the distribution of [insert description of Distributed Property of the type described in clause (ii), clause (iii) or clause (iv) of ‎Section 4.03]] on [              , 2011], the Holder hereby elects to:

o    pay to the Seller, on the Settlement Date the net cash proceeds received by the Holder in connection with the sale by the Holder in an arms-length transaction to an unaffiliated third party of the Units of Reference Property underlying the number of Exercised Put Options.

o    deliver to the Seller, on the Settlement Date, the Units of Reference Property underlying the number of Exercised Put Options.]1

[In connection with the Reorganization Event that occurred on [              , 2011], the Holder hereby elects to:

o    pay to the Seller, on the Settlement Date the net cash proceeds received by the Holder in connection with the sale by the Holder in an arms-length transaction to an unaffiliated third party of an amount of Distributed Property distributed in respect of the number of ADSs underlying the Exercised Put Options.

___________________

1 Insert if Distributed Property other than Cash is distributed during the Recapture Period.

A-1

o    deliver to the Seller, on the Settlement Date, the amount of Distributed Property distributed in respect of the number of ADSs underlying the number of Exercised Put Options, as well as any dividends or distributions on such Distributed Property for which the relevant record date occurs in the Recapture Period (including, for the avoidance of doubt, interest payments on debt securities for which the relevant record date occurs in the Recapture Period and principal payments on debt securities for which the relevant maturity occurs in the Recapture Period).]2

[In connection with the distribution of [              ] by the Issuer on the Common Stock for which the Record Date occurred on [               , 2011] but for which the Holder has not [received such Distributed Property as of the date hereof][sold such Distributed Property as of the date hereof], the Holder hereby elects in accordance with ‎ ;Section 4.03 to defer delivery of such [distribution][ payment] until the third Trading Day immediately following [receipt by the Holder of such Distributed Property][the sale of such Distributed Property].]

The Holder hereby directs the Seller to pay the Exercise Price for each of the Exercised Put Options by federal wire transfer as follows:

SWIFT: [               ]

ABA: [                     ]

Acct No: [               ]

Acct Name: [               ]

Trade Ref::  [               ]

Dated: ______________________ Capital International Emerging Markets Total Opportunities

By:
	Authorized Signature
	Address:
	Telephone:

___________________

2 Insert if Reorganization Event occurs during the term of the Put Option.

A-2

EX-99.15

Exhibit 99.15

EXECUTION VERSION

PUT OPTION AGREEMENT

dated as of December 23, 2010

between

Repsol YPF, S.A.

as Seller

and

Capital Guardian Emerging Markets Total Opportunities Master Fund

as Purchaser

TABLE OF CONTENTS

Page

ARTICLE 1
Definitions
Section 1.01.	Certain Definitions	1
ARTICLE 2
Issuance, Execution and Transfer of Put Options
Section 2.01.	Purchase and Sale	4
Section 2.02.	Issuance of Put Options	5
Section 2.03.	Limitations on Transfer	5
ARTICLE 3
Exercise and Settlement of Put Options
Section 3.01.	Exercise of Put Options	5
Section 3.02.	Settlement of Put Options	5
Section 3.03.	Delivery of ADSs	6
Section 3.04.	No Fractional ADSs to Be Delivered	6
Section 3.05.	Calculations Determined by Seller	6
ARTICLE 4
Adjustments
Section 4.01.	Adjustments to Exercise Price	6
Section 4.02.	Adjustments to Number of Put Options	8
Section 4.03.	Pass-Through of Dividends and Distributions.	9
Section 4.04.	Restrictions on Adjustments	10
Section 4.05.	Recapitalizations, Reclassifications and Other Changes	10
Section 4.06.	Common Stock Outstanding.	12
Section 4.07.	Seller’s Determinations Final	12
Section 4.08.	Notice of Adjustments	12
ARTICLE 5
Other Provisions Relating to Rights of Holder
Section 5.01.	Amendments	12

i

ARTICLE 6
Representations, Warranties and Covenants of the Seller
Section 6.01.	Organization and Existence	13
Section 6.02.	Authorization	13
Section 6.03.	Governmental and Court Authorization	13
Section 6.04.	Non-contravention	13
ARTICLE 7
Representations and Warranties of The Purchaser
Section 7.01.	Private Placement	13
Section 7.02.	Organization and Existence	14
Section 7.03.	Authorization	14
Section 7.04.	Governmental and Court Authorization	14
Section 7.05.	Non-contravention	15
Section 7.06.	Title to the ADSs	15
ARTICLE 8
Other Matters
Section 8.01.	Payment of Certain Taxes	15
Section 8.02.	Notices	15
Section 8.03.	Governing Law	16
Section 8.04.	Jurisdiction	16
Section 8.05.	Captions	17
Section 8.08.	Counterparts; Effectiveness	17
Section 8.09.	Severability	17
EXHIBIT A	FORM OF EXERCISE NOTICE	A-1

ii

PUT OPTION AGREEMENT

This Put Option Agreement dated as of December 23, 2010 is between REPSOL YPF, S.A., a corporation organized under the laws of the Kingdom of Spain (the “Seller”), and Capital Guardian Emerging Markets Total Opportunities Master Fund (the “Purchaser”).

WITNESSETH THAT:

WHEREAS, pursuant to a Stock Purchase Agreement dated as of December 22, 2010, Seller has agreed to sell and Purchaser has agreed to purchase from Seller 33,900 ADSs (as defined below);

WHEREAS, in connection with such sale and purchase, Purchaser, and each Permitted Transferee, (collectively, the “Purchasers”) collectively desire to purchase from Seller and Seller desires to sell to Purchasers, in the aggregate, a Number of Put Options necessary to reduce the total number of ADSs purchased from Seller by Purchasers to no more than 15% of the Free Float of the ADSs, determined as of the Trading Day immediately preceding the Determination Date;

NOW THEREFORE in consideration of the mutual agreements herein contained, the Seller and the Purchaser agree as follows:

ARTICLE 1

Definitions

Section 1.01.  Certain Definitions.  As used in this Put Option Agreement, the following terms shall have their respective meanings set forth below:

“$” refers to such coin or currency of the United States as at any time of payment is legal tender for the payment of public and private debts.

“ADS” means American Depositary Shares of the Issuer evidenced by American Depositary Receipts and issued pursuant to the Deposit Agreement.

“Affiliate” means a Person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the Issuer.

“Applicable Law” means, with respect to any Person, any federal, state or local law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, order, injunction, judgment, decree, ruling or other similar requirement enacted, adopted, promulgated or applied by a Governmental Body that is binding upon or applicable to such Person, as amended unless expressly specified otherwise.

1

“Board of Directors” means the board of directors of the Seller or any committee of such board of directors duly authorized to exercise the power of such board of directors with respect to the matters provided for in this Put Option Agreement as to which the board of directors is authorized or required to act.

“Business Day” means a day, other than Saturday, Sunday or other day on which commercial banks in New York, New York or Madrid, Spain or Buenos Aires, Argentina are authorized or required by Applicable Law to close.

“Capital Stock” means any and all shares, interests, participations or other equivalents (however designated) of capital stock of the Issuer and all warrants or options to acquire such capital stock.

“Cash” means such coin or currency of the United States as at any time of payment is legal tender for the payment of public and private debts.

“Close of Business” means 5:00 p.m. New York City time.

“Common Stock” means Class D Common Stock, par value 10 Argentinian pesos per share, of the Issuer, subject to ‎Section 4.05.

“Deposit Agreement” means the Amended and Restated Deposit Agreement dated as of November 13, 2009 between the Issuer and Depositary (as the same may be amended, restated or replaced from time to time).

“Depositary” The Bank of New York Mellon, acting as depositary under the Deposit Agreement (and any successor or replacement thereto).

“Determination Date” means December 22, 2011.

“Distributed Property” has the meaning set forth in ‎Section 4.03.

“Exercise Date” has the meaning set forth in ‎Section 3.01.

“Exercise Notice” means, for any Put Option, the exercise notice substantially in the form set forth in Exhibit A hereto.

“Exercise Price” means initially $39.00 per Put Option, subject to adjustment pursuant to ‎Article 4.

“Expiration Date” means, for any Put Option, January 23, 2012, regardless of whether such date is a Trading Day.

“Free Float” means the aggregate number of shares of Common Stock (including shares of Common Stock underlying ADSs) held by non-Affiliates of

2

the Issuer and eligible for resale (in the case of shares of Common Stock, upon conversion into ADSs) without restriction on the New York Stock Exchange.

“Full Physical Share Amount” has the meaning set forth in ‎Section 3.02.

“Governmental Body” means any governmental body, agency or official of any country or political subdivision of any country, including any federal, national, supranational, state, provincial, local or other government, governmental, regulatory or administrative authority (including any self-regulatory organization), agency or commission or any court, tribunal, or judicial or arbitral body.

“Holder” means the Purchaser.

“Issuer” means YPF Sociedad Anónima.

“Number of Put Options” means 33,900; provided that the Number of Put Options shall be reduced, as of the Trading Day prior to the Determination Date, by 0.079% of the Free Float as of the Trading Day prior to the Determination Date, rounded up to the nearest whole number; provided further that if such reduction results in a negative number, the Number of Put Options will be deemed to be zero.  The Number of Put Options shall be subject to adjustment pursuant to ‎Section 4.02.

“Open of Business” means 9:00 a.m., New York City time.

“Permitted Transferee” means each of Capital Guardian Emerging Markets Equity DC Master Fund, Capital International Emerging Markets Fund, Capital Guardian Emerging Markets Equity Fund for Tax-Exempt Trusts, Emerging Markets Growth Fund, Inc., Capital Guardian Emerging Markets Restricted Equity Fund for Tax-Exempt Trusts, Capital International Emerging Markets Total Opportunities, Capital Guardian Emerging Markets Equity Master Fund and Capital Guardian Emerging Markets Total Opportunities Fund for Tax-Exempt Trusts.

“Person” means an individual, partnership, firm, corporation, business trust, joint stock company, trust, unincorporated association, joint venture, governmental authority or other entity of whatever nature.

“Put Option” means a Put Option of the Seller exercisable for one ADS of the Issuer, subject to adjustment as provided herein, and issued pursuant to this Put Option Agreement with the terms, conditions and rights set forth in this Put Option Agreement.

“Recapture Period” has the meaning set forth in ‎Section 4.03.

3

“Record Date” means, with respect to any dividend, distribution or other transaction or event in which the holders of ADSs have the right to receive any Cash, securities or other property or in which ADSs (or other applicable security) is exchanged for or converted into any combination of Cash, securities or other property, the date fixed for determination of holders of ADSs entitled to receive such Cash, securities or other property (whether such date is fixed by the Board of Directors or by statute, contract or otherwise).

“Reference Property” has the meaning set forth in ‎Section 4.05.

“Reorganization Event” has the meaning set forth in ‎Section 4.05.

“SEC” means Securities and Exchange Commission of the United States.

“Securities Act” means the Securities Act of 1933, as amended.

“Settlement Date” means, in respect of a Put Option that is exercised hereunder, the third Trading Day immediately following the Exercise Date.

“Stock Purchase Agreement” means the Stock Purchase Agreement dated as of December 22, 2010 between the Seller and the Purchaser.

“Trading Day” means (i) if the applicable security is listed on the New York Stock Exchange, a day on which trades may be made thereon or (ii) if the applicable security is listed or admitted for trading on the American Stock Exchange, the NASDAQ Global Select Market, the NASDAQ Global Market or other national securities exchange or market, a day on which the American Stock Exchange, the NASDAQ Global Select Market, the NASDAQ Global Market or such other national securities exchange or market is open for business or (iii) if the applicable security is not so listed, admitted for trading or quoted, any Business Day in New York City, New York.

“Unit of Reference Property” has the meaning set forth in ‎Section 4.05.

ARTICLE 2

Issuance, Execution and Transfer of Put Options

Section 2.01.  Purchase and Sale.  Upon the terms and subject to the conditions of this Put Option Agreement, the Seller agrees to sell to the Purchaser, and the Purchaser agrees to purchase from the Seller, the Number of Put Options in consideration for Purchaser’s agreement to purchase all of the ADSs to be purchased pursuant to the Stock Purchase Agreement.

4

Section 2.02. Issuance of Put Options.  The Number of Put Options issued hereunder shall be represented by this Put Option Agreement.  The issue date of the Put Options shall be the date of the Closing (as defined in the Stock Purchase Agreement). The Put Options issued to the Purchaser at the Closing shall be the only Put Options issued or outstanding under this Put Option Agreement. All Put Options issued under this Put Option Agreement shall in all respects be equally and ratably entitled to the benefits hereof, without preference, priority, or distinction.

Section 2.03.  Limitations on Transfer.Except as set forth in the immediately succeeding sentence, neither this Put Option Agreement, the Put Options evidenced hereby nor any interest or obligation in or under this Put Option Agreement may be directly or indirectly transferred, assigned or otherwise disposed of (whether by way of security or otherwise) by the Purchaser without the prior written consent of the Seller. The Purchaser shall be permitted to transfer or assign the Put Options evidenced hereby and its interests an d obligations under this Put Option Agreement to any Permitted Transferee.  In connection with any transfer or assignment pursuant to the immediately preceding sentence, the Purchaser shall give the Seller prompt written notice of such transfer or assignment, the number of Put Options that have been transferred or assigned and the identity of the relevant transferee or assignee.

ARTICLE 3

Exercise and Settlement of Put Options

Section 3.01.  Exercise of Put Options.During the period beginning at the Open of Business on the Determination Date and ending at the Close of Business on the Expiration Date, the Holder shall be entitled to exercise, in accordance with this ‎Article 3, the full Number of Put Options or any portion thereof (which shall not include any fractional Put Options) by delivering a duly completed and executed Exercise Notice to the Seller; provided that the Holder shall not be entitled to deliver more than one Exercise Notice to the Seller.  Any Put Options not exercised prior to the Close of Business on the Expiration Date shall expire unexercised. The date on which the Holder complies with the requirements for exercise set forth in this ‎Section 3.01 in respect of one or more Put Options is the “Exercise Date” for such Put Options.  However, if such date is not a Trading Day or the Holder satisfies such requirements after the Close of Business on a Trading Day, then the Exercise Date shall be the immediately succeeding Trading Day.  The Seller shall notify the Holder, not later than the Open of Business on the Determination Date of the Number of Put Options.

Section 3.02.  Settlement of Put Options.  For each Put Option exercised hereunder, (i) prior to 11:00 a.m., New York City time, on the Settlement Date, the Holder shall cause to be delivered to the Seller one ADS (the “Full Physical

5

Share Amount”) together with, if applicable, any dividends or distributions (or payments in respect thereof) as set forth in ‎Section 4.03, and (ii) on the Settlement Date, following rece ipt by the Holder of such amounts as set forth in clause ‎(i) above, the Seller shall pay the Exercise Price (determined as of such Exercise Date), by federal wire or other immediately available funds payable to the order of the Holder and notified to the Seller in accordance with ‎Section 8.02.

Section 3.03.  Delivery of ADSs.  (a) In connection with the exercise of any Put Options pursuant to ‎Section 3.02, the Holder shall deliver to the Seller a number of ADSs equal to the Number of Put Options that the Holder so exercises.

(b)The Seller shall for all purposes be deemed to have become the holder of record of any ADSs delivered upon exercise of the Put Options represented by this Put Option Agreement as of the Close of Business on the later of the Exercise Date and the date of payment by the Seller of the Exercise Price in accordance with ‎Section 3.02.  However, if any such date is a date when the ADS transfer books of the Depositary are closed, the Seller shall be deemed to have become the holder of such ADSs at the Close of Business on the next succeeding date on which the ADS transfer books of the Depositary are open.

Section 3.04.  No Fractional ADSs to Be Delivered.(a) Notwithstanding anything to the contrary in this Put Option Agreement, the Holder shall not be required to deliver any fraction of an ADS upon exercise of any Put Options.

(b)The Seller hereby expressly waives its right to receive any fraction of an ADS or a receipt representing a fraction of an ADS.

Section 3.05.  Calculations Determined by Seller.The Seller shall be responsible for performing all calculations required in connection with the exercise and settlement of the Put Options and the delivery of ADSs as described in this ‎Article 3.  In connection therewith, the Seller shall provide prompt written notice to the Holder of the number of ADSs deliverable upon exercise and settlement of the Put Options.

ARTICLE 4

Adjustments

Section 4.01.  Adjustments to Exercise Price.  The Exercise Price for the Put Options shall be subject to adjustment (without duplication) upon the occurrence of any of the following events:

(a)(i) The issuance of Common Stock as a dividend or distribution to all holders of Common Stock, or a subdivision or combination of Common Stock,

6

in which event the Exercise Price shall be adjusted based on the following formula:

where:

EP0 = the Exercise Price in effect immediately prior to the Close of Business on the Record Date for such dividend or distribution, or immediately prior to the Open of Business on the effective date for such subdivision or combination, as the case may be;

EP1 = the Exercise Price in effect immediately after the Close of Business on the Record Date for such dividend or distribution, or immediately after the Open of Business on the effective date for such subdivision or combination, as the case may be;

OS0 = the number of shares of Common Stock outstanding immediately prior to the Close of Business on the Record Date for such dividend or distribution, or immediately prior to the Open of Business on the effective date for such subdivision or combination, as the case may be;

OS1 = the number of shares of Common Stock that would be outstanding immediately after, and solely as a result of, such dividend, distribution, subdivision or combination;

ADS0 = the number of shares of Common Stock represented by an ADS immediately prior to the Close of Business on the Record Date for such dividend or distribution, or immediately prior to the Open of Business on the effective date for such subdivision or combination, as the case may be; and

ADS1 = the number of shares of Common Stock represented by an ADS immediately after giving effect to such dividend, distribution, subdivision or combination, as the case may be.

Such adjustment shall become effective immediately after the Close of Business on the Record Date for such dividend or distribution, or immediately after the Open of Business on the effective date for such subdivision or

7

combination, as the case may be. If any dividend or distribution of the type described in this ‎Section 4.01(a) is declared but not so paid or made, the Exercise Price shall again be adjusted to the Exercise Price that would then be in effect if such dividend or distribution had not been declared or announced, as the case may be.

(ii)In the event of (A) any subdivision or split of the outstanding ADSs, (B) any distribution of additional ADSs to holders of ADSs, or (C) any combination of the outstanding ADSs into a smaller number of ADSs, the Seller shall adjust the Exercise Price (and shall make a corresponding adjustment to the Number of Put Options pursuant to ‎Section 4.02) in effect immediately before the event triggering the adjustment so that the Seller will be entitled to receive, upon the Holder’s exercise of the Put Options issued hereunder, the number of ADSs that the Seller would have been entitled to receive upon the Holder’s exercise immediately following this event had the Put Options issued hereunder been exercised for the underlying ADS immediately before this event or any record date with respect to it.

(b)If the Common Stock ceases to be represented by American Depositary Receipts issued under a depositary receipt program sponsored by the Issuer, or the ADSs cease to be listed on the New York Stock Exchange (and are not at that time listed on another United States national securities exchange), all references in this Put Option Agreement to the ADSs relative to the terms of the Put Options shall be deemed to have been replaced by a reference to the number of shares of Common Stock represented by an ADS on the date the Common Stock ceases to be represented by American Depositary Receipts issued under a depositary receipt program sponsored b y the Issuer or on the last day on which the ADSs were traded on the New York Stock Exchange (or another United States national securities exchange), as the case may be, as adjusted, pursuant to the adjustment provisions of this Put Option Agreement, for any other property the ADSs represented as if the other property had been distributed to holders of the ADSs on that day.

Section 4.02.  Adjustments to Number of Put Options.  Concurrently with any adjustment to the Exercise Price under ‎Section 4.01, the Number of Put Options shall be adjusted such that the Number of Put Options in effect immediately following the effectiveness of such adjustment will be equal to the Number of Put Options in effect immediately prior to such adjustment, multiplied by a fraction, (i) the numerator of which is the Exercise Price in effect immediately prior to such adjustment and (ii) the denominator of which is the Exercise Price in effect immediately following such adjustment, rounded up to the nearest whole number.

8

Section 4.03. Pass-Through of Dividends and Distributions. If an issuance, dividend or other distribution is made to all holders of ADSs of any (i) Cash dividends or distributions, (ii) distributions of any rights or warrants to purchase Common Stock or other securities or assets of the Issuer, (iii) distributions of shares of the Issuer’s Capital Stock (other than Common Stock) or (iv) evidences of the Issuer’s indebtedness (clauses (i) through (iv), collectively, the “Distributed Property”), in each case, for which the Record Date for such issuance, dividend or distribution occurs during the period (the “Recapture Period”) from, and including, the date hereof and to, but excluding, the date on which the Seller becomes the holder of record of any ADSs delivered upon exercise of the Put Options represented by this Put Option Agreement pursuant to  ‎Section 3.03(b), then upon exercise of any Put Options hereunder, the Holder shall, in the case of any Distributed Property described in clause (i) above, pay to the Seller, on the Settlement Date the amount of Cash paid in respect of the numbe r of ADSs underlying the number of Put Options exercised by the Holder, and in the case of any Distributed Property described in clause (ii), clause (iii) or clause (iv) above, at Holder’s election, which shall be set forth in the relevant Exercise Notice, either:

(a)pay to the Seller, on the Settlement Date the net cash proceeds received by the Holder in connection with the sale by the Holder in an arms-length transaction to an unaffiliated third party of an amount of Distributed Property distributed in respect of the number of ADSs underlying the number of Put Options exercised; or

(b)deliver to the Seller, on the Settlement Date, the amount of Distributed Property distributed in respect of the number of ADSs underlying the number of Put Options so exercised by the Holder, as well as any dividends or distributions on such Distributed Property for which the relevant record date occurs in the Recapture Period (including, for the avoidance of doubt, interest payments on debt securities for which the relevant record date occurs in the Recapture Period and principal payments on debt securities for which the relevant maturity occurs in the Recapture Period).

Upon the issuance, dividend or distribution of any Distributed Property described in clause (ii), clause (iii) or clause (iv) above, for which the Record Date occurs during the Recapture Period and for which the Holder has elected to sell such Distributed Property and deliver the net cash proceeds to Seller in accordance with clause ‎(a) above, the Holder agrees (x) to use commercially reasonable efforts to sell promptly such Distributed Property in an arms-length transaction to one or more unaffiliated third parties (which shall include the Seller) and (y) prior to consummating any sale of such Distributed Property to any unaffiliated third party other than the Seller, to grant the Seller a right of first refusal, exercisable for five Trading Days, in respect of any proposed sale of such Distributed Property to any unaffiliated third party other than the Seller (other

9

than any sale of such Distributed Property on an exchange or recognized market at the then-current market price for such Distributed Property or such exchange or recognized market), at a price equal to the proposed sale price.  Upon the consummation of the sale of such Distributed Property to any unaffiliated third party other than the Seller, Holder shall promptly notify the Seller of such sale and the corresponding net cash proceeds therefrom.

Notwithstanding the foregoing, in connection with the issuance, dividend or distribution of any Distributed Property for which the Record Date occurs during the Recapture Period, if the Holder has not received any such Distributed Property as of the Settlement Date or if the Holder has elected to sell such Distributed Property in accordance with clause ‎(a) above and h as not sold such Distributed Property as of the Settlement Date, then the Holder may elect in respect of any Put Options exercised hereunder to defer payment or delivery, as the case may be, of such issuance, dividend or distribution or, if the Holder has elected to sell such Distributed Property, the net cash proceeds received by the Holder in connection with the sale of such Distributed Property in accordance with clause ‎(a) above, in each case, until the third Trading Day immediately following receipt by the Holder of such Distributed Property or, if the Holder has elected to sell such Distributed Property in a ccordance with clause ‎(a) above, the third Trading Day immediately following the sale of such Distributed Property.

Section 4.04.  Restrictions on Adjustments.  (a) Except in accordance with ‎Section 4.01 and ‎Section 4.02, the Exercise Price and the Number of Put Options will not be adjusted for the issuance of Common Stock or ADSs, for any dividend or distribution in respect of the Common Stock or ADSs or any other transaction or event relating to or affecting the Common Stock or ADSs.

(b)No adjustment shall be made to the Exercise Price, nor will any corresponding adjustment be made to the Number of Put Options, unless the adjustment would result in a change of at least 1% of the Exercise Price.

Section 4.05.  Recapitalizations, Reclassifications and Other Changes.(a)If any of the following events occur:

(i)any recapitalization;

(ii)any reclassification or change of the outstanding shares of Common Stock (other than changes resulting from a subdivision or combination to which ‎Section 4.01(a) applies);

(iii)any consolidation, merger or combination involving the Issuer;

10

(iv)any sale or conveyance to a third party of all or substantially all of the Issuer’s assets; or

(v)any statutory share exchange,

(each such event a “Reorganization Event”), in each case as a result of which the Common Stock would be converted into, or exchanged for, stock, other securities, other property or assets (including cash or any combination thereof) (the “Reference Property”), then, following the effective time of the transaction, the Holder’s obligation to deliver ADSs upon exercise of a Put Option shall be changed to an obligation to pay or deliver, at Holder’s election, which shall be set forth in the relevant Exercise Notice, either:

(i)the net cash proceeds received by the Holder in connection with the sale by the Holder in an arms-length transaction to an unaffiliated third party of the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that the Holder received in connection with such Reorganization Event in respect of one ADS (such kind and amount of Reference Property per ADS, a “Unit of Reference Property”); or

(ii)a Unit of Reference Property.

In the event holders of the ADSs have the opportunity to elect the form of consideration to be received in a Reorganization Event, the type and amount of consideration to be delivered upon exercise of a Put Option hereunder, or sold by the Holder in an arms length transaction as described in clause ‎(i) above, from and after the effective time of such Reorganization Event shall be deemed to be the t ypes and amounts of consideration actually received by the Holder in such Reorganization Event in respect of the Holder’s ADSs.

(b)Upon the issuance, dividend or distribution of any non-Cash Reference Property for which the Holder has elected to sell such Reference Property and deliver the net cash proceeds to Seller in accordance with clause (a)(i) above, the Holder agrees (x) to use commercially reasonable efforts to sell promptly such Reference Property in an arms-length transaction to one or more unaffiliated third parties (which shall include the Seller) and (y) prior to consummating any sale of such Reference Property to any unaffiliated third party other than the Seller, to gra nt the Seller a right of first refusal, exercisable for five Trading Days, in respect of any proposed sale of such Distributed Property to any unaffiliated third party other than the Seller (other than any sale of such Reference Property on an exchange or recognized market at the then-current market price for such Reference Property on such exchange or recognized market), at a price equal to the proposed sale price.  Upon the consummation of the sale of such Reference Property to any unaffiliated third party other than the Seller, Holder shall

11

promptly notify the Seller of such sale and the corresponding net cash proceeds therefrom.

(c)At any time from, and including, the effective time of a Reorganization Event, the Full Physical Share Amount per Put Option shall be equal to a single Unit of Reference Property (or, if the Holder elects to sell the Reference Property pursuant to clause (a)‎(i) above, the net cash proceeds received per Unit of Reference Property in such sale).

(d)The above provisions of this ‎Section 4.05 shall similarly apply to successive Reorganization Events.

(e)If this ‎Section 4.05 applies to any event or occurrence, no other provision of this ‎Article 4 shall apply to such event or occurrence.

Section 4.06.  Common Stock Outstanding. For the purposes of this ‎Article 4, the number of shares of Common Stock at any time outstanding shall not include shares held, directly or indirectly, by the Issuer, but shall include shares issuable in respect of scrip certificates issued in lieu of fractions of shares of Common Stock.

Section 4.07.  Seller’s Determinations Final.  The Seller shall be responsible for making all calculations called for under this Put Option Agreement. These calculations include, but are not limited to, the Exercise Date, the Exercise Price, the Number of Put Options and the number of ADSs or Units of Reference Property, if any, to be delivered upon exercise of the Number of Put Options.

Section 4.08.  Notice of Adjustments.  Whenever the Exercise Price or the Number of Put Options is adjusted pursuant to this ‎Article 4, the Seller shall promptly mail to the Holder a notice of the adjustment.

ARTICLE 5

Other Provisions Relating to Rights of Holder

Section 5.01.  Amendments.  No amendment, modification or waiver in respect of this Put Option Agreement will be effective unless in writing (including a writing evidenced by a facsimile transmission) and executed by each of the parties or confirmed by an exchange of telexes or electronic messages on an electronic messaging system.

12

ARTICLE 6

Representations, Warranties and Covenants of the Seller

The Seller hereby represents and warrants to the Purchaser that:

Section 6.01.  Organization and Existence.  The Seller is a corporation (sociedad anónima) duly organized and validly existing under the laws of the Kingdom of Spain.

Section 6.02.  Authorization.  The execution, delivery and performance by the Seller of this Put Option Agreement and the consummation by the Seller of the transactions contemplated hereby are within the powers of the Seller and have been duly authorized by all necessary action on the part of the Seller.  This Put Option Agreement constitutes the valid and binding agreement of the Seller, enforceable against the Seller in accordance with its terms.

Section 6.03.  Governmental and Court Authorization.  The execution, delivery and performance by the Seller of this Put Option Agreement and the consummation by the Seller of the transactions contemplated hereby require no action by, or in respect of, or consent, approval or authorization of, or filing, registration or qualification with, any Governmental Body.

Section 6.04.  Non-contravention.  The execution, delivery and performance by the Seller of this Put Option Agreement do not and shall not (i) contravene or conflict with the articles of incorporation, bylaws or other organizational document binding on the Seller, (ii) contravene or conflict with or constitute a violation of any Applicable Law binding upon or applicable to the Seller or (iii) require any consent, approval or other action by any Person or constitute a default under or give rise to any right of termination, cancellation or acceleration of any right or obligation of the Seller or to a loss of any benefit to which the Seller is entitled under any agreement, contract, indenture, lease or other instrument binding upon the Seller or any license, franchise, permit or other similar authorization held by the Seller.

ARTICLE 7

Representations and Warranties of The Purchaser

Section 7.01.  Private Placement.  The Purchaser hereby represents and warrants to and agrees with the Seller that:

(a)The offer and sale of the Put Options has not been registered under the Securities Act;

13

(b)It is a “qualified institutional buyer” as defined in Rule 144A (a “QIB”) under the Securities Act;

(c)It is acquiring the Put Options for its own account or for one or more accounts (each of which is a QIB and as to each of which it exercises sole investment discretion and for each of which it has full power to make the acknowledgments, representations and agreements herein) and not with a view to, or for sale in connection with, any public resale or distribution thereof;

(d)It understands that no offering circular or prospectus will be provided or prepared in connection with the offer and sale of the Put Options;

(e)It has conducted its own investigation of the Put Options and the Seller and the Seller has not made any representation to it, express or implied, with respect to the Put Options or the Seller.  It has received and reviewed all financial and other information that it believes is necessary or appropriate in connection with its decision to purchase the Put Options;

(f)It represents that it has such knowledge and experience in financial and business matters (including investments in unregistered equity securities of non-U.S. issuers) as to enable it to evaluate the merits and risk of its investment in the Put Options and that it and any accounts for which it is acting is able to bear the economic risk of investing in and holding such Put Options; and

(g)It understands that the Put Options are being offered in a transaction not involving any public offering in the United States within the meaning of the Securities Act.

Section 7.02.  Organization and Existence.  The Purchaser hereby represents and warrants that it is a Collective Investment Trust duly organized, validly existing and in good standing under the laws of California.

Section 7.03. Authorization.  The Purchaser hereby represents and warrants that the execution, delivery and performance by the Purchaser of this Put Option Agreement and the consummation by the Purchaser of the transactions contemplated hereby are within its powers and have been duly authorized by all necessary action on its part.  This Put Option Agreement constitutes a valid and binding agreement enforceable against the Purchaser in accordance with its terms.

Section 7.04. Governmental and Court Authorization.  The Purchaser hereby represents and warrants that the execution, delivery and performance by the Purchaser of this Put Option Agreement and the consummation by the Purchaser of the transactions contemplated hereby require no action by, or in respect of, or consent, approval or authorization of, or filing, registration or qualification with, any Governmental Body.

14

Section 7.05.  Non-contravention.  The Purchaser hereby represents and warrants that the execution, delivery and performance by the Purchaser of this Put Option Agreement do not and shall not (i) contravene or conflict with the articles of incorporation, bylaws or other organizational document binding on the Purchaser, (ii) contravene or conflict with or constitute a violation of any Applicable Law binding upon or applicable to the Purchaser or (iii) require any consent, approval or other action by any Person or constitute a default under or give rise to any right of termination, cancellation or acceleration of any right or obligation of the Purchaser or to a loss of any benefit to which the Purchaser is entitled under any agreement, contract, indenture, lease or other instrument binding upon the Purchaser or any license, franchise, permit or other similar authorization held by the Purchaser.

Section 7.06.  Title to the ADSs.  The Holder has valid title to the ADSs to be delivered upon exercise of the Number of Put Options under this Put Option Agreement, free and clear of all security interests, claims, liens, equities or other encumbrances.

ARTICLE 8

Other Matters

Section 8.01.  Payment of Certain Taxes.  (a) The Seller shall pay any and all documentary, stamp or similar issue or transfer taxes that may be payable upon the initial issuance of the Put Options hereunder.

(b)The Holder shall pay any and all documentary, stamp or similar issue or transfer taxes that may be payable upon the delivery of ADSs upon the exercise of Put Options hereunder and the transfer of American Depositary Receipts in respect thereof in the name of, or in such name as may be directed by, the Seller.

Section 8.02.  Notices.  All notices, requests and other communications to any party hereunder shall be in writing (including facsimile transmission) and shall be given:

if to the Seller, to:

Repsol YPF S.A.

Paseo de la Castellana 278-280

28046 Madrid (Spain)

Att: Corporate Director Finance

Facsimile No.: + 34 90 255 51 34

15

with copies (which shall not constitute notice) to:

Repsol YPF S.A.

Paseo de la Castellana 278-280

28046 Madrid (Spain)

Att: Corporate Director Legal Services

Facsimile No.: + 34 91 348 40 86

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, NY 10017

Att:  Nicholas A. Kronfeld

Facsimile No.: + 1 (212) 450-5950

if to the Purchaser or Holder, to:

Capital International, Inc.

333 South Hope Street

Los Angeles, CA 90071

Attn:  Legal

Facsimile No.: + 1-213-486-9034

or such other address or facsimile number as such party may hereafter specify for the purpose by notice to the other party hereto.  All such notices, requests and other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to 5:00 p.m. in the place of receipt and such day is a Business Day in the place of receipt.  Otherwise, any such notice, request or communication shall be deemed not to have been received until the next succeeding Business Day in the place of receipt.

Section 8.03.  Governing Law.  This Put Option Agreement shall be construed in accordance with and governed by the internal law of the State of New York, without regard to the conflicts of law rules of such state.

Section 8.04.  Jurisdiction.  Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Put Option Agreement or the transactions contemplated hereby may be brought against any of the parties in any United States District Court for the Southern District of New York or any New York State court sitting in New York City, so long as one of such courts shall have subject matter jurisdiction over such suit, action or proceeding, and that any cause of action arising out of this Put Option Agreement shall be deemed to have arisen from a transaction of busi ness in the State of New York, and each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted

16

by law, any objection it may now have or hereafter have to venue laid therein or that any such suit, action or proceeding which is brought in such court has been brought in an inconvenient forum.  Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court.  Without limiting the foregoing, each party agrees that service of process on such party as provided in ‎Section 8.02 shall be deemed effective service of process on such party.

Section 8.05.  WAIVER OF JURY TRIAL.  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS PUT OPTION AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 8.06.  Entire Agreement; Third-Party Beneficiaries.  This Put Option Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings and negotiations, both written and oral, between the parties with respect to the subject matter of this Put Option Agreement.  No representation, inducement, promise, understanding, condition or warranty of either party hereto not set forth herein has been made or relied upon by any party hereto.  Neither this Put Option Agreement nor any provision hereof is intended to co nfer upon any Person other than the parties hereto any rights or remedies hereunder.

Section 8.07.  Captions.  The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof.

Section 8.08.  Counterparts; Effectiveness.  This Put Option Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.  This Agreement shall become effective when each party hereto shall have received a counterpart hereof signed by the other party hereto.

Section 8.09.  Severability.  If any term, provision, covenant or restriction of this Put Option Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Put Option Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.  Upon such a determination, the parties shall negotiate in good faith to modify this Put Option Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner so that the tr ansactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

17

IN WITNESS WHEREOF, this Put Option Agreement has been duly executed by the parties hereto as of the day and year first above written.

Repsol YPF, S.A.
By:	/s/ Fernando Ramírez Mazarredo
	Name: Fernando Ramírez Mazarredo
	Title: Chief Financial Officer

Capital Guardian Emerging Markets Total Opportunities Master Fund,
	as Purchaser and Holder

By: Capital International, Inc.

By:	/s/ Mark E. Brubaker
	Name: Mark E. Brubaker
	Title: Senior Vice President

18

EXHIBIT A

[FORM OF EXERCISE NOTICE]

Repsol YPF S.A.

Paseo de la Castellana 278-280

28046 Madrid (Spain)

Att: Corporate Director Finance

The undersigned (the “Holder”) hereby irrevocably exercises ______________ Put Options (the “Exercised Put Options”).

The Holder hereby confirms that it will, prior to 11:00 a.m., New York City time, on the Settlement Date, cause to be delivered to the Seller the Full Physical Share Amount for each of the Exercised Put Options together with, if applicable, any dividends or distributions (or payments in respect thereof) as set forth in ‎Section 4.03.

[In connection with the distribution of [insert description of Distributed Property of the type described in clause (ii), clause (iii) or clause (iv) of ‎Section 4.03]] on [              , 2011], the Holder hereby elects to:

o    pay to the Seller, on the Settlement Date the net cash proceeds received by the Holder in connection with the sale by the Holder in an arms-length transaction to an unaffiliated third party of the Units of Reference Property underlying the number of Exercised Put Options.

o    deliver to the Seller, on the Settlement Date, the Units of Reference Property underlying the number of Exercised Put Options.]1

[In connection with the Reorganization Event that occurred on [              , 2011], the Holder hereby elects to:

o    pay to the Seller, on the Settlement Date the net cash proceeds received by the Holder in connection with the sale by the Holder in an arms-length transaction to an unaffiliated third party of an amount of Distributed Property distributed in respect of the number of ADSs underlying the Exercised Put Options.

___________________

1 Insert if Distributed Property other than Cash is distributed during the Recapture Period.

A-1

o    deliver to the Seller, on the Settlement Date, the amount of Distributed Property distributed in respect of the number of ADSs underlying the number of Exercised Put Options, as well as any dividends or distributions on such Distributed Property for which the relevant record date occurs in the Recapture Period (including, for the avoidance of doubt, interest payments on debt securities for which the relevant record date occurs in the Recapture Period and principal payments on debt securities for which the relevant maturity occurs in the Recapture Period).]2

[In connection with the distribution of [              ] by the Issuer on the Common Stock for which the Record Date occurred on [               , 2011] but for which the Holder has not [received such Distributed Property as of the date hereof][sold such Distributed Property as of the date hereof], the Holder hereby elects in accordance with ‎ ;Section 4.03 to defer delivery of such [distribution][ payment] until the third Trading Day immediately following [receipt by the Holder of such Distributed Property][the sale of such Distributed Property].]

The Holder hereby directs the Seller to pay the Exercise Price for each of the Exercised Put Options by federal wire transfer as follows:

SWIFT: [               ]

ABA: [                     ]

Acct No: [               ]

Acct Name: [               ]

Trade Ref::  [               ]

Dated: ______________________ Capital Guardian Emerging Markets Total Opportunities Master Fund

By:
	Authorized Signature
	Address:
	Telephone:

___________________

2 Insert if Reorganization Event occurs during the term of the Put Option.

A-2

EX-99.16

Exhibit 99.16

EXECUTION VERSION

PUT OPTION AGREEMENT

dated as of December 23, 2010

between

Repsol YPF, S.A.

as Seller

and

Capital Guardian Emerging Markets Total Opportunities Fund for Tax-Exempt Trusts

as Purchaser

TABLE OF CONTENTS

Page

ARTICLE 1
Definitions
Section 1.01.	Certain Definitions	1
ARTICLE 2
Issuance, Execution and Transfer of Put Options
Section 2.01.	Purchase and Sale	4
Section 2.02.	Issuance of Put Options	5
Section 2.03.	Limitations on Transfer	5
ARTICLE 3
Exercise and Settlement of Put Options
Section 3.01.	Exercise of Put Options	5
Section 3.02.	Settlement of Put Options	5
Section 3.03.	Delivery of ADSs	6
Section 3.04.	No Fractional ADSs to Be Delivered	6
Section 3.05.	Calculations Determined by Seller	6
ARTICLE 4
Adjustments
Section 4.01.	Adjustments to Exercise Price	6
Section 4.02.	Adjustments to Number of Put Options	8
Section 4.03.	Pass-Through of Dividends and Distributions.	9
Section 4.04.	Restrictions on Adjustments	10
Section 4.05.	Recapitalizations, Reclassifications and Other Changes	10
Section 4.06.	Common Stock Outstanding.	12
Section 4.07.	Seller’s Determinations Final	12
Section 4.08.	Notice of Adjustments	12
ARTICLE 5
Other Provisions Relating to Rights of Holder
Section 5.01.	Amendments	12

i

ARTICLE 6
Representations, Warranties and Covenants of the Seller
Section 6.01.	Organization and Existence	13
Section 6.02.	Authorization	13
Section 6.03.	Governmental and Court Authorization	13
Section 6.04.	Non-contravention	13
ARTICLE 7
Representations and Warranties of The Purchaser
Section 7.01.	Private Placement	13
Section 7.02.	Organization and Existence	14
Section 7.03.	Authorization	14
Section 7.04.	Governmental and Court Authorization	14
Section 7.05.	Non-contravention	15
Section 7.06.	Title to the ADSs	15
ARTICLE 8
Other Matters
Section 8.01.	Payment of Certain Taxes	15
Section 8.02.	Notices	15
Section 8.03.	Governing Law	16
Section 8.04.	Jurisdiction	16
Section 8.05.	Captions	17
Section 8.08.	Counterparts; Effectiveness	17
Section 8.09.	Severability	17
EXHIBIT A	FORM OF EXERCISE NOTICE	A-1

ii

PUT OPTION AGREEMENT

This Put Option Agreement dated as of December 23, 2010 is between REPSOL YPF, S.A., a corporation organized under the laws of the Kingdom of Spain (the “Seller”), and Capital Guardian Emerging Markets Total Opportunities Fund for Tax-Exempt Trusts (the “Purchaser”).

WITNESSETH THAT:

WHEREAS, pursuant to a Stock Purchase Agreement dated as of December 22, 2010, Seller has agreed to sell and Purchaser has agreed to purchase from Seller 125,867 ADSs (as defined below);

WHEREAS, in connection with such sale and purchase, Purchaser, and each Permitted Transferee, (collectively, the “Purchasers”) collectively desire to purchase from Seller and Seller desires to sell to Purchasers, in the aggregate, a Number of Put Options necessary to reduce the total number of ADSs purchased from Seller by Purchasers to no more than 15% of the Free Float of the ADSs, determined as of the Trading Day immediately preceding the Determination Date;

NOW THEREFORE in consideration of the mutual agreements herein contained, the Seller and the Purchaser agree as follows:

ARTICLE 1

Definitions

Section 1.01.  Certain Definitions.  As used in this Put Option Agreement, the following terms shall have their respective meanings set forth below:

“$” refers to such coin or currency of the United States as at any time of payment is legal tender for the payment of public and private debts.

“ADS” means American Depositary Shares of the Issuer evidenced by American Depositary Receipts and issued pursuant to the Deposit Agreement.

“Affiliate” means a Person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the Issuer.

“Applicable Law” means, with respect to any Person, any federal, state or local law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, order, injunction, judgment, decree, ruling or other similar requirement enacted, adopted, promulgated or applied by a Governmental Body that is binding upon or applicable to such Person, as amended unless expressly specified otherwise.

1

“Board of Directors” means the board of directors of the Seller or any committee of such board of directors duly authorized to exercise the power of such board of directors with respect to the matters provided for in this Put Option Agreement as to which the board of directors is authorized or required to act.

“Business Day” means a day, other than Saturday, Sunday or other day on which commercial banks in New York, New York or Madrid, Spain or Buenos Aires, Argentina are authorized or required by Applicable Law to close.

“Capital Stock” means any and all shares, interests, participations or other equivalents (however designated) of capital stock of the Issuer and all warrants or options to acquire such capital stock.

“Cash” means such coin or currency of the United States as at any time of payment is legal tender for the payment of public and private debts.

“Close of Business” means 5:00 p.m. New York City time.

“Common Stock” means Class D Common Stock, par value 10 Argentinian pesos per share, of the Issuer, subject to ‎Section 4.05.

“Deposit Agreement” means the Amended and Restated Deposit Agreement dated as of November 13, 2009 between the Issuer and Depositary (as the same may be amended, restated or replaced from time to time).

“Depositary” The Bank of New York Mellon, acting as depositary under the Deposit Agreement (and any successor or replacement thereto).

“Determination Date” means December 22, 2011.

“Distributed Property” has the meaning set forth in ‎Section 4.03.

“Exercise Date” has the meaning set forth in ‎Section 3.01.

“Exercise Notice” means, for any Put Option, the exercise notice substantially in the form set forth in Exhibit A hereto.

“Exercise Price” means initially $39.00 per Put Option, subject to adjustment pursuant to ‎Article 4.

“Expiration Date” means, for any Put Option, January 23, 2012, regardless of whether such date is a Trading Day.

“Free Float” means the aggregate number of shares of Common Stock (including shares of Common Stock underlying ADSs) held by non-Affiliates of

2

the Issuer and eligible for resale (in the case of shares of Common Stock, upon conversion into ADSs) without restriction on the New York Stock Exchange.

“Full Physical Share Amount” has the meaning set forth in ‎Section 3.02.

“Governmental Body” means any governmental body, agency or official of any country or political subdivision of any country, including any federal, national, supranational, state, provincial, local or other government, governmental, regulatory or administrative authority (including any self-regulatory organization), agency or commission or any court, tribunal, or judicial or arbitral body.

“Holder” means the Purchaser.

“Issuer” means YPF Sociedad Anónima.

“Number of Put Options” means 125,867; provided that the Number of Put Options shall be reduced, as of the Trading Day prior to the Determination Date, by 0.294% of the Free Float as of the Trading Day prior to the Determination Date, rounded up to the nearest whole number; provided further that if such reduction results in a negative number, the Number of Put Options will be deemed to be zero.  The Number of Put Options shall be subject to adjustment pursuant to ‎Section 4.02.

“Open of Business” means 9:00 a.m., New York City time.

“Permitted Transferee” means each of Capital Guardian Emerging Markets Equity DC Master Fund, Capital International Emerging Markets Fund, Capital Guardian Emerging Markets Equity Fund for Tax-Exempt Trusts, Emerging Markets Growth Fund, Inc., Capital Guardian Emerging Markets Restricted Equity Fund for Tax-Exempt Trusts, Capital International Emerging Markets Total Opportunities, Capital Guardian Emerging Markets Total Opportunities Master Fund and Capital Guardian Emerging Markets Equity Master Fund.

“Person” means an individual, partnership, firm, corporation, business trust, joint stock company, trust, unincorporated association, joint venture, governmental authority or other entity of whatever nature.

“Put Option” means a Put Option of the Seller exercisable for one ADS of the Issuer, subject to adjustment as provided herein, and issued pursuant to this Put Option Agreement with the terms, conditions and rights set forth in this Put Option Agreement.

“Recapture Period” has the meaning set forth in ‎Section 4.03.

3

“Record Date” means, with respect to any dividend, distribution or other transaction or event in which the holders of ADSs have the right to receive any Cash, securities or other property or in which ADSs (or other applicable security) is exchanged for or converted into any combination of Cash, securities or other property, the date fixed for determination of holders of ADSs entitled to receive such Cash, securities or other property (whether such date is fixed by the Board of Directors or by statute, contract or otherwise).

“Reference Property” has the meaning set forth in ‎Section 4.05.

“Reorganization Event” has the meaning set forth in ‎Section 4.05.

“SEC” means Securities and Exchange Commission of the United States.

“Securities Act” means the Securities Act of 1933, as amended.

“Settlement Date” means, in respect of a Put Option that is exercised hereunder, the third Trading Day immediately following the Exercise Date.

“Stock Purchase Agreement” means the Stock Purchase Agreement dated as of December 22, 2010 between the Seller and the Purchaser.

“Trading Day” means (i) if the applicable security is listed on the New York Stock Exchange, a day on which trades may be made thereon or (ii) if the applicable security is listed or admitted for trading on the American Stock Exchange, the NASDAQ Global Select Market, the NASDAQ Global Market or other national securities exchange or market, a day on which the American Stock Exchange, the NASDAQ Global Select Market, the NASDAQ Global Market or such other national securities exchange or market is open for business or (iii) if the applicable security is not so listed, admitted for trading or quoted, any Business Day in New York City, New York.

“Unit of Reference Property” has the meaning set forth in ‎Section 4.05.

ARTICLE 2

Issuance, Execution and Transfer of Put Options

Section 2.01.  Purchase and Sale.  Upon the terms and subject to the conditions of this Put Option Agreement, the Seller agrees to sell to the Purchaser, and the Purchaser agrees to purchase from the Seller, the Number of Put Options in consideration for Purchaser’s agreement to purchase all of the ADSs to be purchased pursuant to the Stock Purchase Agreement.

4

Section 2.02. Issuance of Put Options.  The Number of Put Options issued hereunder shall be represented by this Put Option Agreement.  The issue date of the Put Options shall be the date of the Closing (as defined in the Stock Purchase Agreement). The Put Options issued to the Purchaser at the Closing shall be the only Put Options issued or outstanding under this Put Option Agreement. All Put Options issued under this Put Option Agreement shall in all respects be equally and ratably entitled to the benefits hereof, without preference, priority, or distinction.

Section 2.03.  Limitations on Transfer.Except as set forth in the immediately succeeding sentence, neither this Put Option Agreement, the Put Options evidenced hereby nor any interest or obligation in or under this Put Option Agreement may be directly or indirectly transferred, assigned or otherwise disposed of (whether by way of security or otherwise) by the Purchaser without the prior written consent of the Seller. The Purchaser shall be permitted to transfer or assign the Put Options evidenced hereby and its interests an d obligations under this Put Option Agreement to any Permitted Transferee.  In connection with any transfer or assignment pursuant to the immediately preceding sentence, the Purchaser shall give the Seller prompt written notice of such transfer or assignment, the number of Put Options that have been transferred or assigned and the identity of the relevant transferee or assignee.

ARTICLE 3

Exercise and Settlement of Put Options

Section 3.01.  Exercise of Put Options.During the period beginning at the Open of Business on the Determination Date and ending at the Close of Business on the Expiration Date, the Holder shall be entitled to exercise, in accordance with this ‎Article 3, the full Number of Put Options or any portion thereof (which shall not include any fractional Put Options) by delivering a duly completed and executed Exercise Notice to the Seller; provided that the Holder shall not be entitled to deliver more than one Exercise Notice to the Seller.  Any Put Options not exercised prior to the Close of Business on the Expiration Date shall expire unexercised. The date on which the Holder complies with the requirements for exercise set forth in this ‎Section 3.01 in respect of one or more Put Options is the “Exercise Date” for such Put Options.  However, if such date is not a Trading Day or the Holder satisfies such requirements after the Close of Business on a Trading Day, then the Exercise Date shall be the immediately succeeding Trading Day.  The Seller shall notify the Holder, not later than the Open of Business on the Determination Date of the Number of Put Options.

Section 3.02.  Settlement of Put Options.  For each Put Option exercised hereunder, (i) prior to 11:00 a.m., New York City time, on the Settlement Date, the Holder shall cause to be delivered to the Seller one ADS (the “Full Physical

5

Share Amount”) together with, if applicable, any dividends or distributions (or payments in respect thereof) as set forth in ‎Section 4.03, and (ii) on the Settlement Date, following rece ipt by the Holder of such amounts as set forth in clause ‎(i) above, the Seller shall pay the Exercise Price (determined as of such Exercise Date), by federal wire or other immediately available funds payable to the order of the Holder and notified to the Seller in accordance with ‎Section 8.02.

Section 3.03.  Delivery of ADSs.  (a) In connection with the exercise of any Put Options pursuant to ‎Section 3.02, the Holder shall deliver to the Seller a number of ADSs equal to the Number of Put Options that the Holder so exercises.

(b)The Seller shall for all purposes be deemed to have become the holder of record of any ADSs delivered upon exercise of the Put Options represented by this Put Option Agreement as of the Close of Business on the later of the Exercise Date and the date of payment by the Seller of the Exercise Price in accordance with ‎Section 3.02.  However, if any such date is a date when the ADS transfer books of the Depositary are closed, the Seller shall be deemed to have become the holder of such ADSs at the Close of Business on the next succeeding date on which the ADS transfer books of the Depositary are open.

Section 3.04.  No Fractional ADSs to Be Delivered.(a) Notwithstanding anything to the contrary in this Put Option Agreement, the Holder shall not be required to deliver any fraction of an ADS upon exercise of any Put Options.

(b)The Seller hereby expressly waives its right to receive any fraction of an ADS or a receipt representing a fraction of an ADS.

Section 3.05.  Calculations Determined by Seller.The Seller shall be responsible for performing all calculations required in connection with the exercise and settlement of the Put Options and the delivery of ADSs as described in this ‎Article 3.  In connection therewith, the Seller shall provide prompt written notice to the Holder of the number of ADSs deliverable upon exercise and settlement of the Put Options.

ARTICLE 4

Adjustments

Section 4.01.  Adjustments to Exercise Price.  The Exercise Price for the Put Options shall be subject to adjustment (without duplication) upon the occurrence of any of the following events:

(a)(i) The issuance of Common Stock as a dividend or distribution to all holders of Common Stock, or a subdivision or combination of Common Stock,

6

in which event the Exercise Price shall be adjusted based on the following formula:

where:

EP0 = the Exercise Price in effect immediately prior to the Close of Business on the Record Date for such dividend or distribution, or immediately prior to the Open of Business on the effective date for such subdivision or combination, as the case may be;

EP1 = the Exercise Price in effect immediately after the Close of Business on the Record Date for such dividend or distribution, or immediately after the Open of Business on the effective date for such subdivision or combination, as the case may be;

OS0 = the number of shares of Common Stock outstanding immediately prior to the Close of Business on the Record Date for such dividend or distribution, or immediately prior to the Open of Business on the effective date for such subdivision or combination, as the case may be;

OS1 = the number of shares of Common Stock that would be outstanding immediately after, and solely as a result of, such dividend, distribution, subdivision or combination;

ADS0 = the number of shares of Common Stock represented by an ADS immediately prior to the Close of Business on the Record Date for such dividend or distribution, or immediately prior to the Open of Business on the effective date for such subdivision or combination, as the case may be; and

ADS1 = the number of shares of Common Stock represented by an ADS immediately after giving effect to such dividend, distribution, subdivision or combination, as the case may be.

Such adjustment shall become effective immediately after the Close of Business on the Record Date for such dividend or distribution, or immediately after the Open of Business on the effective date for such subdivision or

7

combination, as the case may be. If any dividend or distribution of the type described in this ‎Section 4.01(a) is declared but not so paid or made, the Exercise Price shall again be adjusted to the Exercise Price that would then be in effect if such dividend or distribution had not been declared or announced, as the case may be.

(ii)In the event of (A) any subdivision or split of the outstanding ADSs, (B) any distribution of additional ADSs to holders of ADSs, or (C) any combination of the outstanding ADSs into a smaller number of ADSs, the Seller shall adjust the Exercise Price (and shall make a corresponding adjustment to the Number of Put Options pursuant to ‎Section 4.02) in effect immediately before the event triggering the adjustment so that the Seller will be entitled to receive, upon the Holder’s exercise of the Put Options issued hereunder, the number of ADSs that the Seller would have been entitled to receive upon the Holder’s exercise immediately following this event had the Put Options issued hereunder been exercised for the underlying ADS immediately before this event or any record date with respect to it.

(b)If the Common Stock ceases to be represented by American Depositary Receipts issued under a depositary receipt program sponsored by the Issuer, or the ADSs cease to be listed on the New York Stock Exchange (and are not at that time listed on another United States national securities exchange), all references in this Put Option Agreement to the ADSs relative to the terms of the Put Options shall be deemed to have been replaced by a reference to the number of shares of Common Stock represented by an ADS on the date the Common Stock ceases to be represented by American Depositary Receipts issued under a depositary receipt program sponsored b y the Issuer or on the last day on which the ADSs were traded on the New York Stock Exchange (or another United States national securities exchange), as the case may be, as adjusted, pursuant to the adjustment provisions of this Put Option Agreement, for any other property the ADSs represented as if the other property had been distributed to holders of the ADSs on that day.

Section 4.02.  Adjustments to Number of Put Options.  Concurrently with any adjustment to the Exercise Price under ‎Section 4.01, the Number of Put Options shall be adjusted such that the Number of Put Options in effect immediately following the effectiveness of such adjustment will be equal to the Number of Put Options in effect immediately prior to such adjustment, multiplied by a fraction, (i) the numerator of which is the Exercise Price in effect immediately prior to such adjustment and (ii) the denominator of which is the Exercise Price in effect immediately following such adjustment, rounded up to the nearest whole number.

8

Section 4.03. Pass-Through of Dividends and Distributions. If an issuance, dividend or other distribution is made to all holders of ADSs of any (i) Cash dividends or distributions, (ii) distributions of any rights or warrants to purchase Common Stock or other securities or assets of the Issuer, (iii) distributions of shares of the Issuer’s Capital Stock (other than Common Stock) or (iv) evidences of the Issuer’s indebtedness (clauses (i) through (iv), collectively, the “Distributed Property”), in each case, for which the Record Date for such issuance, dividend or distribution occurs during the period (the “Recapture Period”) from, and including, the date hereof and to, but excluding, the date on which the Seller becomes the holder of record of any ADSs delivered upon exercise of the Put Options represented by this Put Option Agreement pursuant to  ‎Section 3.03(b), then upon exercise of any Put Options hereunder, the Holder shall, in the case of any Distributed Property described in clause (i) above, pay to the Seller, on the Settlement Date the amount of Cash paid in respect of the numbe r of ADSs underlying the number of Put Options exercised by the Holder, and in the case of any Distributed Property described in clause (ii), clause (iii) or clause (iv) above, at Holder’s election, which shall be set forth in the relevant Exercise Notice, either:

(a)pay to the Seller, on the Settlement Date the net cash proceeds received by the Holder in connection with the sale by the Holder in an arms-length transaction to an unaffiliated third party of an amount of Distributed Property distributed in respect of the number of ADSs underlying the number of Put Options exercised; or

(b)deliver to the Seller, on the Settlement Date, the amount of Distributed Property distributed in respect of the number of ADSs underlying the number of Put Options so exercised by the Holder, as well as any dividends or distributions on such Distributed Property for which the relevant record date occurs in the Recapture Period (including, for the avoidance of doubt, interest payments on debt securities for which the relevant record date occurs in the Recapture Period and principal payments on debt securities for which the relevant maturity occurs in the Recapture Period).

Upon the issuance, dividend or distribution of any Distributed Property described in clause (ii), clause (iii) or clause (iv) above, for which the Record Date occurs during the Recapture Period and for which the Holder has elected to sell such Distributed Property and deliver the net cash proceeds to Seller in accordance with clause ‎(a) above, the Holder agrees (x) to use commercially reasonable efforts to sell promptly such Distributed Property in an arms-length transaction to one or more unaffiliated third parties (which shall include the Seller) and (y) prior to consummating any sale of such Distributed Property to any unaffiliated third party other than the Seller, to grant the Seller a right of first refusal, exercisable for five Trading Days, in respect of any proposed sale of such Distributed Property to any unaffiliated third party other than the Seller (other

9

than any sale of such Distributed Property on an exchange or recognized market at the then-current market price for such Distributed Property or such exchange or recognized market), at a price equal to the proposed sale price.  Upon the consummation of the sale of such Distributed Property to any unaffiliated third party other than the Seller, Holder shall promptly notify the Seller of such sale and the corresponding net cash proceeds therefrom.

Notwithstanding the foregoing, in connection with the issuance, dividend or distribution of any Distributed Property for which the Record Date occurs during the Recapture Period, if the Holder has not received any such Distributed Property as of the Settlement Date or if the Holder has elected to sell such Distributed Property in accordance with clause ‎(a) above and h as not sold such Distributed Property as of the Settlement Date, then the Holder may elect in respect of any Put Options exercised hereunder to defer payment or delivery, as the case may be, of such issuance, dividend or distribution or, if the Holder has elected to sell such Distributed Property, the net cash proceeds received by the Holder in connection with the sale of such Distributed Property in accordance with clause ‎(a) above, in each case, until the third Trading Day immediately following receipt by the Holder of such Distributed Property or, if the Holder has elected to sell such Distributed Property in a ccordance with clause ‎(a) above, the third Trading Day immediately following the sale of such Distributed Property.

Section 4.04.  Restrictions on Adjustments.  (a) Except in accordance with ‎Section 4.01 and ‎Section 4.02, the Exercise Price and the Number of Put Options will not be adjusted for the issuance of Common Stock or ADSs, for any dividend or distribution in respect of the Common Stock or ADSs or any other transaction or event relating to or affecting the Common Stock or ADSs.

(b)No adjustment shall be made to the Exercise Price, nor will any corresponding adjustment be made to the Number of Put Options, unless the adjustment would result in a change of at least 1% of the Exercise Price.

Section 4.05.  Recapitalizations, Reclassifications and Other Changes.(a)If any of the following events occur:

(i)any recapitalization;

(ii)any reclassification or change of the outstanding shares of Common Stock (other than changes resulting from a subdivision or combination to which ‎Section 4.01(a) applies);

(iii)any consolidation, merger or combination involving the Issuer;

10

(iv)any sale or conveyance to a third party of all or substantially all of the Issuer’s assets; or

(v)any statutory share exchange,

(each such event a “Reorganization Event”), in each case as a result of which the Common Stock would be converted into, or exchanged for, stock, other securities, other property or assets (including cash or any combination thereof) (the “Reference Property”), then, following the effective time of the transaction, the Holder’s obligation to deliver ADSs upon exercise of a Put Option shall be changed to an obligation to pay or deliver, at Holder’s election, which shall be set forth in the relevant Exercise Notice, either:

(i)the net cash proceeds received by the Holder in connection with the sale by the Holder in an arms-length transaction to an unaffiliated third party of the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that the Holder received in connection with such Reorganization Event in respect of one ADS (such kind and amount of Reference Property per ADS, a “Unit of Reference Property”); or

(ii)a Unit of Reference Property.

In the event holders of the ADSs have the opportunity to elect the form of consideration to be received in a Reorganization Event, the type and amount of consideration to be delivered upon exercise of a Put Option hereunder, or sold by the Holder in an arms length transaction as described in clause ‎(i) above, from and after the effective time of such Reorganization Event shall be deemed to be the t ypes and amounts of consideration actually received by the Holder in such Reorganization Event in respect of the Holder’s ADSs.

(b)Upon the issuance, dividend or distribution of any non-Cash Reference Property for which the Holder has elected to sell such Reference Property and deliver the net cash proceeds to Seller in accordance with clause (a)(i) above, the Holder agrees (x) to use commercially reasonable efforts to sell promptly such Reference Property in an arms-length transaction to one or more unaffiliated third parties (which shall include the Seller) and (y) prior to consummating any sale of such Reference Property to any unaffiliated third party other than the Seller, to gra nt the Seller a right of first refusal, exercisable for five Trading Days, in respect of any proposed sale of such Distributed Property to any unaffiliated third party other than the Seller (other than any sale of such Reference Property on an exchange or recognized market at the then-current market price for such Reference Property on such exchange or recognized market), at a price equal to the proposed sale price.  Upon the consummation of the sale of such Reference Property to any unaffiliated third party other than the Seller, Holder shall

11

promptly notify the Seller of such sale and the corresponding net cash proceeds therefrom.

(c)At any time from, and including, the effective time of a Reorganization Event, the Full Physical Share Amount per Put Option shall be equal to a single Unit of Reference Property (or, if the Holder elects to sell the Reference Property pursuant to clause (a)‎(i) above, the net cash proceeds received per Unit of Reference Property in such sale).

(d)The above provisions of this ‎Section 4.05 shall similarly apply to successive Reorganization Events.

(e)If this ‎Section 4.05 applies to any event or occurrence, no other provision of this ‎Article 4 shall apply to such event or occurrence.

Section 4.06.  Common Stock Outstanding. For the purposes of this ‎Article 4, the number of shares of Common Stock at any time outstanding shall not include shares held, directly or indirectly, by the Issuer, but shall include shares issuable in respect of scrip certificates issued in lieu of fractions of shares of Common Stock.

Section 4.07.  Seller’s Determinations Final.  The Seller shall be responsible for making all calculations called for under this Put Option Agreement. These calculations include, but are not limited to, the Exercise Date, the Exercise Price, the Number of Put Options and the number of ADSs or Units of Reference Property, if any, to be delivered upon exercise of the Number of Put Options.

Section 4.08.  Notice of Adjustments.  Whenever the Exercise Price or the Number of Put Options is adjusted pursuant to this ‎Article 4, the Seller shall promptly mail to the Holder a notice of the adjustment.

ARTICLE 5

Other Provisions Relating to Rights of Holder

Section 5.01.  Amendments.  No amendment, modification or waiver in respect of this Put Option Agreement will be effective unless in writing (including a writing evidenced by a facsimile transmission) and executed by each of the parties or confirmed by an exchange of telexes or electronic messages on an electronic messaging system.

12

ARTICLE 6

Representations, Warranties and Covenants of the Seller

The Seller hereby represents and warrants to the Purchaser that:

Section 6.01.  Organization and Existence.  The Seller is a corporation (sociedad anónima) duly organized and validly existing under the laws of the Kingdom of Spain.

Section 6.02.  Authorization.  The execution, delivery and performance by the Seller of this Put Option Agreement and the consummation by the Seller of the transactions contemplated hereby are within the powers of the Seller and have been duly authorized by all necessary action on the part of the Seller.  This Put Option Agreement constitutes the valid and binding agreement of the Seller, enforceable against the Seller in accordance with its terms.

Section 6.03.  Governmental and Court Authorization.  The execution, delivery and performance by the Seller of this Put Option Agreement and the consummation by the Seller of the transactions contemplated hereby require no action by, or in respect of, or consent, approval or authorization of, or filing, registration or qualification with, any Governmental Body.

Section 6.04.  Non-contravention.  The execution, delivery and performance by the Seller of this Put Option Agreement do not and shall not (i) contravene or conflict with the articles of incorporation, bylaws or other organizational document binding on the Seller, (ii) contravene or conflict with or constitute a violation of any Applicable Law binding upon or applicable to the Seller or (iii) require any consent, approval or other action by any Person or constitute a default under or give rise to any right of termination, cancellation or acceleration of any right or obligation of the Seller or to a loss of any benefit to which the Seller is entitled under any agreement, contract, indenture, lease or other instrument binding upon the Seller or any license, franchise, permit or other similar authorization held by the Seller.

ARTICLE 7

Representations and Warranties of The Purchaser

Section 7.01.  Private Placement.  The Purchaser hereby represents and warrants to and agrees with the Seller that:

(a)The offer and sale of the Put Options has not been registered under the Securities Act;

13

(b)It is a “qualified institutional buyer” as defined in Rule 144A (a “QIB”) under the Securities Act;

(c)It is acquiring the Put Options for its own account or for one or more accounts (each of which is a QIB and as to each of which it exercises sole investment discretion and for each of which it has full power to make the acknowledgments, representations and agreements herein) and not with a view to, or for sale in connection with, any public resale or distribution thereof;

(d)It understands that no offering circular or prospectus will be provided or prepared in connection with the offer and sale of the Put Options;

(e)It has conducted its own investigation of the Put Options and the Seller and the Seller has not made any representation to it, express or implied, with respect to the Put Options or the Seller.  It has received and reviewed all financial and other information that it believes is necessary or appropriate in connection with its decision to purchase the Put Options;

(f)It represents that it has such knowledge and experience in financial and business matters (including investments in unregistered equity securities of non-U.S. issuers) as to enable it to evaluate the merits and risk of its investment in the Put Options and that it and any accounts for which it is acting is able to bear the economic risk of investing in and holding such Put Options; and

(g)It understands that the Put Options are being offered in a transaction not involving any public offering in the United States within the meaning of the Securities Act.

Section 7.02.  Organization and Existence.  The Purchaser hereby represents and warrants that it is a Common Trust Fund duly organized, validly existing and in good standing under the laws of California.

Section 7.03. Authorization.  The Purchaser hereby represents and warrants that the execution, delivery and performance by the Purchaser of this Put Option Agreement and the consummation by the Purchaser of the transactions contemplated hereby are within its powers and have been duly authorized by all necessary action on its part.  This Put Option Agreement constitutes a valid and binding agreement enforceable against the Purchaser in accordance with its terms.

Section 7.04. Governmental and Court Authorization.  The Purchaser hereby represents and warrants that the execution, delivery and performance by the Purchaser of this Put Option Agreement and the consummation by the Purchaser of the transactions contemplated hereby require no action by, or in respect of, or consent, approval or authorization of, or filing, registration or qualification with, any Governmental Body.

14

Section 7.05.  Non-contravention.  The Purchaser hereby represents and warrants that the execution, delivery and performance by the Purchaser of this Put Option Agreement do not and shall not (i) contravene or conflict with the articles of incorporation, bylaws or other organizational document binding on the Purchaser, (ii) contravene or conflict with or constitute a violation of any Applicable Law binding upon or applicable to the Purchaser or (iii) require any consent, approval or other action by any Person or constitute a default under or give rise to any right of termination, cancellation or acceleration of any right or obligation of the Purchaser or to a loss of any benefit to which the Purchaser is entitled under any agreement, contract, indenture, lease or other instrument binding upon the Purchaser or any license, franchise, permit or other similar authorization held by the Purchaser.

Section 7.06.  Title to the ADSs.  The Holder has valid title to the ADSs to be delivered upon exercise of the Number of Put Options under this Put Option Agreement, free and clear of all security interests, claims, liens, equities or other encumbrances.

ARTICLE 8

Other Matters

Section 8.01.  Payment of Certain Taxes.  (a) The Seller shall pay any and all documentary, stamp or similar issue or transfer taxes that may be payable upon the initial issuance of the Put Options hereunder.

(b)The Holder shall pay any and all documentary, stamp or similar issue or transfer taxes that may be payable upon the delivery of ADSs upon the exercise of Put Options hereunder and the transfer of American Depositary Receipts in respect thereof in the name of, or in such name as may be directed by, the Seller.

Section 8.02.  Notices.  All notices, requests and other communications to any party hereunder shall be in writing (including facsimile transmission) and shall be given:

if to the Seller, to:

Repsol YPF S.A.

Paseo de la Castellana 278-280

28046 Madrid (Spain)

Att: Corporate Director Finance

Facsimile No.: + 34 90 255 51 34

15

with copies (which shall not constitute notice) to:

Repsol YPF S.A.

Paseo de la Castellana 278-280

28046 Madrid (Spain)

Att: Corporate Director Legal Services

Facsimile No.: + 34 91 348 40 86

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, NY 10017

Att:  Nicholas A. Kronfeld

Facsimile No.: + 1 (212) 450-5950

if to the Purchaser or Holder, to:

Capital International, Inc.

333 South Hope Street

Los Angeles, CA 90071

Attn:  Legal

Facsimile No.: + 1-213-486-9034

or such other address or facsimile number as such party may hereafter specify for the purpose by notice to the other party hereto.  All such notices, requests and other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to 5:00 p.m. in the place of receipt and such day is a Business Day in the place of receipt.  Otherwise, any such notice, request or communication shall be deemed not to have been received until the next succeeding Business Day in the place of receipt.

Section 8.03.  Governing Law.  This Put Option Agreement shall be construed in accordance with and governed by the internal law of the State of New York, without regard to the conflicts of law rules of such state.

Section 8.04.  Jurisdiction.  Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Put Option Agreement or the transactions contemplated hereby may be brought against any of the parties in any United States District Court for the Southern District of New York or any New York State court sitting in New York City, so long as one of such courts shall have subject matter jurisdiction over such suit, action or proceeding, and that any cause of action arising out of this Put Option Agreement shall be deemed to have arisen from a transaction of busi ness in the State of New York, and each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted

16

by law, any objection it may now have or hereafter have to venue laid therein or that any such suit, action or proceeding which is brought in such court has been brought in an inconvenient forum.  Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court.  Without limiting the foregoing, each party agrees that service of process on such party as provided in ‎Section 8.02 shall be deemed effective service of process on such party.

Section 8.05.  WAIVER OF JURY TRIAL.  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS PUT OPTION AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 8.06.  Entire Agreement; Third-Party Beneficiaries.  This Put Option Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings and negotiations, both written and oral, between the parties with respect to the subject matter of this Put Option Agreement.  No representation, inducement, promise, understanding, condition or warranty of either party hereto not set forth herein has been made or relied upon by any party hereto.  Neither this Put Option Agreement nor any provision hereof is intended to co nfer upon any Person other than the parties hereto any rights or remedies hereunder.

Section 8.07.  Captions.  The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof.

Section 8.08.  Counterparts; Effectiveness.  This Put Option Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.  This Agreement shall become effective when each party hereto shall have received a counterpart hereof signed by the other party hereto.

Section 8.09.  Severability.  If any term, provision, covenant or restriction of this Put Option Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Put Option Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.  Upon such a determination, the parties shall negotiate in good faith to modify this Put Option Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner so that the tr ansactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

17

IN WITNESS WHEREOF, this Put Option Agreement has been duly executed by the parties hereto as of the day and year first above written.

Repsol YPF, S.A.
By:	/s/ Fernando Ramírez Mazarredo
	Name: Fernando Ramírez Mazarredo
	Title: Chief Financial Officer

Capital Guardian Emerging Markets Total Opportunities Fund for Tax-Exempt Trusts,
	as Purchaser and Holder

By: Capital International, Inc.

By:	/s/ Mark E. Brubaker
	Name: Mark E. Brubaker
	Title: Senior Vice President

18

EXHIBIT A

[FORM OF EXERCISE NOTICE]

Repsol YPF S.A.

Paseo de la Castellana 278-280

28046 Madrid (Spain)

Att: Corporate Director Finance

The undersigned (the “Holder”) hereby irrevocably exercises ______________ Put Options (the “Exercised Put Options”).

The Holder hereby confirms that it will, prior to 11:00 a.m., New York City time, on the Settlement Date, cause to be delivered to the Seller the Full Physical Share Amount for each of the Exercised Put Options together with, if applicable, any dividends or distributions (or payments in respect thereof) as set forth in ‎Section 4.03.

[In connection with the distribution of [insert description of Distributed Property of the type described in clause (ii), clause (iii) or clause (iv) of ‎Section 4.03]] on [              , 2011], the Holder hereby elects to:

o    pay to the Seller, on the Settlement Date the net cash proceeds received by the Holder in connection with the sale by the Holder in an arms-length transaction to an unaffiliated third party of the Units of Reference Property underlying the number of Exercised Put Options.

o    deliver to the Seller, on the Settlement Date, the Units of Reference Property underlying the number of Exercised Put Options.]1

[In connection with the Reorganization Event that occurred on [              , 2011], the Holder hereby elects to:

o    pay to the Seller, on the Settlement Date the net cash proceeds received by the Holder in connection with the sale by the Holder in an arms-length transaction to an unaffiliated third party of an amount of Distributed Property distributed in respect of the number of ADSs underlying the Exercised Put Options.

___________________

1 Insert if Distributed Property other than Cash is distributed during the Recapture Period.

A-1

o    deliver to the Seller, on the Settlement Date, the amount of Distributed Property distributed in respect of the number of ADSs underlying the number of Exercised Put Options, as well as any dividends or distributions on such Distributed Property for which the relevant record date occurs in the Recapture Period (including, for the avoidance of doubt, interest payments on debt securities for which the relevant record date occurs in the Recapture Period and principal payments on debt securities for which the relevant maturity occurs in the Recapture Period).]2

[In connection with the distribution of [              ] by the Issuer on the Common Stock for which the Record Date occurred on [               , 2011] but for which the Holder has not [received such Distributed Property as of the date hereof][sold such Distributed Property as of the date hereof], the Holder hereby elects in accordance with ‎ ;Section 4.03 to defer delivery of such [distribution][ payment] until the third Trading Day immediately following [receipt by the Holder of such Distributed Property][the sale of such Distributed Property].]

The Holder hereby directs the Seller to pay the Exercise Price for each of the Exercised Put Options by federal wire transfer as follows:

SWIFT: [               ]

ABA: [                     ]

Acct No: [               ]

Acct Name: [               ]

Trade Ref::  [               ]

Dated: ______________________ Capital Guardian Emerging Markets Total Opportunities Fund for Tax-Exempt Trusts

By:
	Authorized Signature
	Address:
	Telephone:

___________________

2 Insert if Reorganization Event occurs during the term of the Put Option.

A-2

EX-99.17

Exhibit 99.17

REGISTRATION RIGHTS AGREEMENT

Registration Rights Agreement (this “Agreement”), dated as of December 22, 2010 among Repsol YPF, S.A., a Spanish company (the “Vendor”) and Capital International, Inc. (“Capital International”), acting as representative of the several purchasers named in Exhibit A hereto (each, a “Purchaser” and, collectively, the “Purchasers”).

Whereas, YPF Sociedad Anónima, an Argentine company (the “Company”) has established, with The Bank of New York Mellon, as depositary (the “Depositary”), an American depositary receipt program (such program and any successor or replacement program, the “ADR Program”) pursuant to the Amended and Restated Deposit Agreement dated as of November 13, 2009 among the Company, the Depositary and the holders from time to time of the American depositary shares issued thereunder (the “ADR Deposit Agreement”);

Whereas, on this date, and simultaneously with the signing of this Agreement, the Vendor and the Purchasers have entered into a Stock Purchase Agreement, pursuant to which the Purchasers will buy from the Vendor an aggregate number of 6,410,257 American depositary shares of the Company (the “ADSs”), each of which represents one Class D Share of the Company, par value 10 pesos per share (a “Share” and, collectively, the “Shares”), pursuant to and in accordance with the terms set forth in such agreement;

Whereas, the Vendor and the Purchasers have agreed to enter into a Put Option Agreement pursuant to which the Purchasers may under certain circumstances sell part of the ADSs to the Vendor, pursuant to and in accordance with the terms set forth in such agreement.

Whereas, the ADSs are represented by American depositary receipts issued by the Depositary and bearing the legend set forth in Section 2.02 of the Stock Purchase Agreement (each a “Restricted ADR”);

Whereas, the Company has unrestricted American depositary shares, each representing one Share issued under the ADR Deposit Agreement (the “Unrestricted ADRs”) which are listed on the New York Stock Exchange and the Shares are authorized for public offering in Argentina and are listed on the Buenos Aires Stock Exchange;

Whereas, in order to induce the Purchasers to enter into the Stock Purchase Agreement, the Vendor has agreed to provide the Purchasers with the rights set forth in this Agreement;

Now, Therefore, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

Section 1.  Definitions.  As used in this Agreement, the following terms shall have the following meanings:

“Additional Amounts” shall have the meaning set forth in Section 9(m) hereof.

“ADR Program” shall have the meaning set forth in the introductory clauses hereof.

“Advice” shall have the meaning set forth in Section 4 hereof.

“Affiliate” means, with respect to any specified person, any other person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified person.  For the purposes of this definition, “control” when used with respect to any specified person means the power to direct the management and policies of such person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Authorized Agent” shall have the meaning set forth in Section 9(l) hereof.

“Business Day” means any day that is not a Saturday, a Sunday or a legal holiday on which banking institutions in the State of New York, Madrid or Buenos Aires are not required to be open.

“Capital Stock” means, with respect to any person, any and all shares, interests, participations or other equivalents (however designated) of corporate stock issued by such person, including each class of common stock and preferred stock of such person and any depositary receipts evidencing Capital Stock.

“Company” shall have the meaning set forth in the introductory clauses hereof.

“Delay Period” shall have the meaning set forth in Section 2(d) hereof.

“Depositary” shall have the meaning set forth in the introductory clauses hereof.

“Effectiveness Period” shall have the meaning set forth in Section 2(c) hereof.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.

“FINRA” shall have the meaning set forth in Section 4(i) hereof.

“Interruption Period” shall have the meaning set forth in Section 4 hereof.

“indemnified party” shall have the meaning set forth in Section 6(c) hereof.

2

“indemnifying party” shall have the meaning set forth in Section 6(c) hereof.

“Liquidated Damages Amount” shall mean, as of the relevant date of determination, an amount payable per Registrable Share outstanding equal to the closing New York Stock Exchange price of an ADS as of such date of determination multiplied by the number of days during which a Default has occurred and is continuing multiplied by 0.05, and divided by 365, except that in the case of a Default under Section 7(iii), such amount shall be calculated only with respect to the Registrable Shares as to which such Default has occurred.

“Losses” shall have the meaning set forth in Section 6(a) hereof.

“Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.

“Prospectus” means the prospectus included in any registration statement (including a prospectus that discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A or 430B), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Shares covered by such registration statement and all other amendments and supplements to such prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such prospectus.

“Purchaser(s)” shall have the meaning set forth in the introductory clauses hereof.

“Registrable Shares” means any ADSs owned by the Purchasers, unless (i) they have been effectively registered under Section 5 of the Securities Act and disposed of pursuant to an effective Registration Statement or (ii) such securities may be freely transferred without registration under the Securities Act (as determined by an opinion (addressed to a Purchaser and the Depositary) of nationally recognized U.S. counsel to the Company, which counsel must also be reasonably satisfactory to such Purchaser).  In addition, a Purchaser’s ADSs shall cease to constitute Registrable Shares if all of the its ADSs may be sold under Rule 144 during any 90-day period (as determined by an opinion (addres sed to such Purchaser and the Depositary) of nationally recognized U.S. counsel to the Company, which counsel must also be reasonably satisfactory to the Purchaser). Registrable Shares shall not include any securities owned by the Company or any of its subsidiaries.

“Default” shall have the meaning set forth in Section 7 hereof.

“Registration Statement” means a registration statement under the Securities Act filed by the Company that registers the transfer of any of the ADSs pursuant to the

3

provisions of this Agreement, including the related Prospectus, all amendments and supplements to such registration statement, including pre- and post-effective amendments, all exhibits thereto and all material incorporated by reference or deemed to be incorporated by reference in such registration statement.  The term “Registration Statement” shall also include any registration statement filed pursuant to Rule 462(b) to register additional securities in connection with any offering.

“Restricted ADSs” shall have the meaning set forth in the introductory clauses hereof.

“SEC” means the U.S. Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.

“Vendor”shall have the meaning set forth in the introductory clauses hereof.

              “underwritten registration” or “underwritten offering” means a registration under the Securities Act in which securities of the Company are sold to an underwriter for reoffering to the public.

“Unrestricted ADSs” shall have the meaning set forth in the introductory clauses hereof.

Section 2.  Mandatory Registration and Effectiveness of Registration Statement and Sales under Registration Statement.  (a) The Vendor shall, in its capacity as a shareholder of the Company, cause the Company to, no later than February 17, 2011 (the “Filing Deadline”), prepare and file with the SEC a Registration Statement covering the ADSs and underlying Shares, subject to receipt of the necessary information from the Purchasers in accordance with Section 4 hereof and shall ensure that (i ) the Registration Statement and any amendment thereto and any Prospectus forming a part thereof and any amendment or supplement thereto comply in all material respects with the Securities Act and the rules and regulations thereunder, (ii) the Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus forming a part of the Registration Statement, and any amendment or supplement to such Prospectus, does not as of its respective date include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

(b)  The Vendor shall, in its capacity as a shareholder of the Company, cause the Company to use commercially reasonable efforts to cause the Registration Statement to be declared effective as promptly as practicable, and in any event no later than (i) 15 days after the Filing Deadline if the staff of the SEC determines not to review the Registration Statement and grants a timely request by the Company for acceleration of

4

the effectiveness of the Registration Statement and (ii) 150 days after the Filing Deadline if the staff of the SEC reviews the Registration Statement or fails to timely approve such request.

(c)  Subject to clauses (d) and (e) below and Section 4(a), the Vendor shall, in its capacity as a shareholder of the Company, cause the Company to use commercially reasonable efforts to keep the Registration Statement continuously effective and usable for the resale of the Registrable Shares covered thereby in accordance with the intended method or methods of disposition described therein until such date as (i) there are no Registrable Shares outstanding, or (ii) all of the Registrable Shares covered by such Registration Statement (A) have been sold pursuant to such Registration Statement or (B) may be sold under Rule 144 and the legend set forth in Exhibit D hereto, or any similar legend, has been removed therefrom (such period of continuous ef fectiveness is hereinafter referred to as the “Effectiveness Period”).  The Vendor undertakes to cause such legend to be removed as soon as is legally permitted and reasonably practicable.

(d)  The Company shall be entitled to suspend the use of any effective Registration Statement under this Section 2, for a reasonable period of time, but not in excess of 30 days (a “Delay Period”), if the Board of Directors of the Company or, if applicable, of the Vendor, (i) determines that in such Board of Directors’ reasonable judgment and good faith, the registration and distribution of the Registrable Shares covered or to be covered by such Registration Statement would materially interfere with any pending material financing, acquisition or corporate reorganization or other material corporate development involving the Company or any of its material subsidiaries or affiliates or would requ ire or result in premature disclosure thereof or would interfere with or require premature disclosure of any public offering by the Vendor of the Company’s Shares, and (ii) gives the Purchasers written notice of such determination at least one Business Day in advance of the commencement of such Delay Period to the extent that it is reasonably possible to do so, provided, however, that (i) the aggregate number of days included in all Delay Periods during any consecutive 12 months shall not exceed 60 days and (ii) a period of at least 60 days shall elapse between the termination of any Delay Period and the commencement of the immediately succeeding Delay Period.  The Vendor shall cause the Company not to initiate or continue a Delay Period unless the Company shall (A) concurrently prohibit sales by all other security holders under registration statement s covering securities held by such other security holders; and (B) in accordance with the Company’s policies from time to time in effect, if any, forbid purchases and sales in the open market by senior executives of the Company.

(e)  Notwithstanding anything contained in this Agreement, the Company shall be entitled to suspend the use of any effective Registration Statement in connection with any acquisition or similar transaction by the Company or any of its Affiliates that requires the inclusion of separate financial statements and/or pro forma financial statements in the Registration Statement for so long as is reasonably necessary to prepare such statements.

(f)  Each of the Purchasers shall give written notice to the Company and Vendor, informing them of its intention to sell Registrable Shares under the Registration Statement and any resale of Registrable Shares under the Registration

5

Statement shall not commence until at least three Business Days after receipt of such notice by the Company and Vendor. For the purposes of this Section 2(f), such notice of intention to sell shall remain effective until the earlier of (i) receipt by the Purchasers of a notice of a Delay Period pursuant to Section 2(d), (ii) receipt by the Purchasers of a notice of an Interruption Period pursuant to Section 4 and (iii) the commencement of the period described in Section 2(e).

Section 3.  Argentine Registration.  The Vendor shall, in its capacity as a shareholder of the Company, cause the Company to use commercially reasonable efforts to keep the Company’s Shares authorized for public offering with the Argentine Comisión Nacional de Valores and listed with the Buenos Aires Stock Exchange.  The Company will be entitled to require the Purchasers or the underwriter participating in any offering hereunder to suspend such public offering of the Company ’s Shares during a Delay Period; provided that the Vendor shall procure that the conditions set forth in Section 2(d) are met during the period set forth in Section 2(e).

Section 4.  Procedures and Further Agreements.  In connection with the registration obligations set forth in Section 2 hereof (and subject to Section 2) and for so long as there are any Registrable Shares (except as provided for in Section 9(a)), the Vendor shall, in its capacity as a shareholder of the Company, cause the Company to:

(a)   prepare and file with the SEC such amendments (including post-effective amendments) to the Registration Statement, and such supplements to the related Prospectus, as may be required by the rules, regulations or instructions applicable to the Securities Act during the applicable period in accordance with the intended methods of disposition specified by the Purchasers, make generally available earnings statements satisfying the provisions of Section 11(a) of the Securities Act (provided that the Company shall be deemed to have complied with this clause (a) if it has complied with Rule 158 under the Securities Act), and cause the related Prospectus as so supplemented to be filed pursuant to Rule 424 under the Securities Act;

(b)   notify the Purchasers promptly and (if requested in writing) confirm such notice in writing, (i) when any Prospectus supplement or post-effective amendment has been filed, and, with respect to the Registration Statement and any post-effective amendment, when the same has become effective, (ii) of any request by the SEC for amendments or supplements to the Registration Statement or the related Prospectus or for additional information regarding the Purchasers, (iii) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose, (iv) of the receipt by the Company of any notification with respect to the qualification or exemption from qualification of any of the Registrable Shares for sale in any jurisdiction or the initiation of any proceed ing for such purpose of which the

6

Company has received notice, and (v) of the happening of any event that requires the making of any changes in the Registration Statement, Prospectus or documents incorporated or deemed to be incorporated therein by reference so that they will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading;

(c)   use commercially reasonable efforts to prevent the issuance of any order suspending the effectiveness of the Registration Statement or the qualification or exemption from qualification of any Registrable Shares for sale in any jurisdiction in the United States, and to obtain the lifting or withdrawal of any such order at the earliest practicable time;

(d)   if requested in writing by a Purchaser, furnish to such Purchaser, counsel for such Purchaser without charge, one conformed copy of the Registration Statement, as declared effective by the SEC, and of each post-effective amendment thereto, in each case including financial statements and schedules and all exhibits and reports incorporated or deemed to be incorporated therein by reference; and deliver, without charge, such number of copies of the preliminary prospectus, any amended preliminary prospectus, each final Prospectus and any post-effective amendment or supplement thereto, as such Purchaser may reasonably request in order to facilitate the disposition of the Registrable Shares covered by such Registration Statement in conformity with the requirements of the Securities Act, provided that t he Vendor shall have no obligation to cause the Company to provide any document pursuant to this clause (d) that is available on the SEC’s EDGAR system;

(e)   prior to any public offering of Registrable Shares covered by the Registration Statement, use commercially reasonable efforts to register or qualify such Registrable Shares for offer and sale under the securities or Blue Sky laws of such jurisdictions in the United States as the Purchasers shall reasonably request in writing; provided, however, that the Vendor shall in no event be required to cause the Company to qualify generally to do business as a foreign corporation or as a dealer in any jurisdiction where it is not at the time so qualified or to execute or file a general consent to service of process in any such jurisdiction or to take any action that would subject it to general service of process or taxation in any such jurisdiction where it is not then subject;

(f)   upon the occurrence of any event contemplated by paragraph 4(b)(v) above, prepare a supplement or post-effective amendment to, or an Exchange Act filing incorporated by reference into, the Registration Statement or the related Prospectus or any document incorporated or deemed to be incorporated therein by reference and file any other required document so that, as thereafter delivered (or made available by filing with the SEC) to the

7

purchasers of the Registrable Shares being sold thereunder (including upon the termination of any Delay Period), such Prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading;

(g)   use commercially reasonable efforts to maintain the ADR Program until the expiration of this Agreement;

(h)   use commercially reasonable efforts to cause (i) all Shares and Unrestricted ADRs to continue to be listed on The New York Stock Exchange (including seeking to cure in the Company’s listing or inclusion application any deficiencies cited by the exchange or market), and (ii) all Shares to continue to be listed on the Buenos Aires Stock Exchange and any other stock exchange upon which the Company has Shares listed;

(i)   cooperate and assist in any filings required to be made with the Financial Industry Regulatory Authority (“FINRA”);

(j)    include such information regarding the plan of distribution (substantially in the form of Exhibit C attached hereto) of the Registrable Shares in any Registration Statement and Prospectus as the Purchasers may reasonably request;

(k)   cause to be maintained a registrar and transfer agent for all Registrable Shares covered by any Registration Statement; and

(l)   remove the restrictive legend set forth in Exhibit D from the Restricted ADR to the extent required pursuant to Section 4A.

The Company may require the Purchasers to furnish such information, within ten Business Days of any such request, regarding the Purchasers and the Purchasers’ intended method of disposition of such Registrable Shares as it may from time to time reasonably request in writing.  If any of the Purchasers fails to furnish such information within ten Business Days after receipt of such request, notwithstanding anything to the contrary in this Agreement the Company may withdraw (or refuse to file, if applicable) the Registration Statement.

Each of the Purchasers agrees that, upon receipt by each such Purchaser of any notice from the Company of the happening of any event of the kind described in Section 4(b)(ii), 4(b)(iii), 4(b)(iv) or 4(b)(v) hereof, which notice the Vendor shall cause the Company to deliver at least one Business Day in advance of the commencement of an Interruption Period (as defined herein) to the extent that it is reasonably possible to do so, it shall discontinue disposition of any Registrable Shares covered by such Registration Statement or the related Prospectus until receipt of the copies of the supplemented or amended Prospectus contemplated by Section 4(f) hereof, or until such Purchaser is

8

advised in writing (the “Advice”), by the Company that the use of the applicable Prospectus may be resumed, and has received copies of any amended or supplemented Prospectus or any additional or supplemental filings which are incorporated, or deemed to be incorporated, by reference in such Prospectus (such period during which disposition is discontinued being an “Interruption Period”) and, if requested by the Company, such Purchaser shall deliver to the Company all copies then in its possession, other than permanent file copies then in the Purchaser’s possession, of the Prospectus covering such Registrable Shares at the time of receipt of such request.

Each of the Purchasers further agrees not to utilize any material other than the applicable current preliminary prospectus or Prospectus in connection with the offering of such Registrable Shares.

Section 4A.  Restrictive Legend.   The legend set forth in Exhibit D shall be removed from the Restricted ADR upon which it is stamped or the Restricted ADR shall be cancelled and replaced with an Unrestricted ADR credited to the applicable balance account at the Depository Trust Company (“DTC”), to the extent (i) the ADSs are resold pursuant to an effective Registration Statement registering the ADSs for resale, (ii) such ADSs are sold or transferred pursuant to Rule 144 (if the transferee is not an affiliate of the Company), or (iii) such ADSs may be r esold without restriction under Rule 144, provided that satisfaction of conditions (ii) and (iii) must be established by the opinion of counsel reasonably satisfactory to the Vendor, including, without limitation any opinion delivered in satisfaction of clause (ii) of the definition of Registrable Shares.  The Vendor will cause the Company, no later than five (5) trading days following the delivery by a Purchaser to the Company or the transfer agent (with notice to the Company) of a Restricted ADR representing such ADSs (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) and an opinion of counsel to the extent required by this Section, (such fifth trading day, the “Legend Removal Date”) deliver or cause to be delivered to or upon the order of such Purchaser Unrestricted ADRs representing such ADSs.  Such Unrestricted ADRs may be transmit ted by the transfer agent to the Purchaser by crediting the account of the Purchaser’s prime broker with DTC as directed by such Purchaser.

              Section 5.  Registration Expenses. (a)  The Vendor shall reimburse the Company all costs, fees and expenses solely incident to the Company’s performance of or compliance with this Agreement (as described in Section 5(b) below) incurred by the Company,provided that the Vendor shall not be required to reimburse the Company for any such costs, fees and expenses unless the Company has documented, to the Vendor’s reasonable satisfaction, that such costs, fees and expenses are solely attributable to the Company’s performance of this Agreement. For the avoidance of doubt, the Vendor shall not be obligated hereunder to pay any amount to the Company in respect of (i) any Liquidated Damages Amount or (ii) any indemnity or contribution under Section 6 hereof.

(b)  The costs, fees and expenses incident to the Company’s performance of or compliance with this Agreement include, without limitation (i) all registration and filing

9

fees, including FINRA filing fees, (ii) all fees and expenses of compliance with securities or Blue Sky laws of the United States and states therein, including reasonable and documented fees and disbursements of local and special counsel in connection therewith, (iii) printing expenses (including expenses of printing certificates for Registrable Shares, if any), (iv) messenger, telephone and delivery expenses, (v) fees and disbursements of local and special counsel for the Company, (vi) fees and disbursements of all independent certified public accountants of the Company and all other persons retained by the Company in connection with such Registration Statement, (vii) all fees and expenses payable in connection with the Company maintaining the authorization for public offering in Argentina of the Shares, and the listing of such shares on the Buenos Aires Stock Exchange and any other stock exchange upon which the Company has Shares listed and (viii) all other reasonable costs, fees and expenses incurred by the Company as a result of its performance or compliance with this Agreement.

(c)  The fees and expenses of any persons retained by Capital International or any of the Purchasers, and any discounts, commissions or brokers’ fees or fees of similar securities industry professionals and any transfer taxes relating to the disposition of the Registrable Shares by the Purchasers, will be payable by Capital International or each such Purchaser and none of the Company or the Vendor will have any obligation to pay any such amounts.

Section 6.  Indemnification.   (a)  Indemnification by the Company.  The Vendor shall cause the Company, without limitation as to time, to agree to indemnify and hold harmless, to the full extent permitted by law, the Purchasers, the officers, directors and agents and employees of each of the Purchasers, each Person who controls the Purchasers (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, agents and employees of each such control ling person, to the fullest extent lawful, from and against any and all losses, claims, damages, liabilities, judgments, costs (including, without limitation, reasonable costs of investigation or preparation and reasonable attorneys’ fees) and expenses (collectively, “Losses”) incurred by or with respect to each Purchaser in its capacity as a seller of Registrable Shares pursuant to the Registration Statement or Prospectus, as incurred, arising out of or based upon any untrue or alleged untrue statement of a material fact contained in the Registration Statement or Prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or in the case of any prospectus or form of prospectus or amendment or supplement thereto, arising out of or based upon any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances in which they w ere made not misleading, except (i) insofar as the same are based upon information furnished in writing to the Company by or on behalf of such Purchaser or Capital International expressly for use therein, (ii) in the case of an Interruption Period, the use by a Purchaser of an outdated or defective Prospectus until receipt of the copies of the supplemented or amended Prospectus contemplated by Section 4(f) hereof, or until such Purchaser receives Advice from the Company that the use of the applicable Prospectus may be resumed or (iii) to the extent that any such Losses arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission in a Registration

10

Statement or Prospectus, if such untrue statement or alleged untrue statement, omission or alleged omission is corrected in an amendment or supplement to the Registration Statement or the Prospectus that is delivered or made available to a Purchaser and such Purchaser thereafter fails to deliver or make available such Registration Statement or Prospectus as so amended or supplemented prior to or concurrently with the sale of the Registrable Shares to the person asserting such Losses; provided, however, that the indemnity agreement contained in this Section 6(a) shall not apply to any amount paid in settlement of any Losses if such settlement is effected without the prior written consent of the Company, which consent shall n ot be unreasonably withheld. In the event the Company does not enter into an agreement to so indemnify and hold harmless, the Vendor shall so indemnify and hold harmless.

(b)  Indemnification by a Purchaser pursuant to this Agreement.  In connection with any Registration Statement under which the Purchasers are offering Registrable Shares pursuant to this Agreement, each of the Purchasers shall furnish to the Company in writing such information as the Company reasonably requests for use in connection with such Registration Statement or the related Prospectus and each of the Purchasers agrees to indemnify and hold harmless, to the full extent permitted by law, the Company, its directors, officers, agents or employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and the director s, officers, agents or employees of such controlling Persons, from and against all Losses, as incurred, arising out of or based upon any untrue or alleged untrue statement of a material fact contained in the Registration Statement or the related Prospectus or any amendment or supplement thereto, or any preliminary prospectus, or arising out of or based upon any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any prospectus or form of prospectus or amendment or supplement thereto, in light of the circumstances in which there were made), to the extent, but only to the extent, that such untrue or alleged untrue statement or omission or alleged omission is based upon information so furnished in writing by or on behalf of such Purchaser to the Company expressly for use in such Registration Statement or Prospectus or in any amendment or supplement thereto or in any preliminary prospectus.  The Company shall be entitled to receive customary indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution of such Registrable Shares with respect to information furnished in writing by such persons expressly for use in such Registration Statement or Prospectus.

(c)  Conduct of Indemnification Proceedings.  If any Person shall be entitled to indemnity hereunder (an “indemnified party”), such indemnified party shall give prompt written notice to the party from which such indemnity is sought (the “indemnifying party”) of any claim or of the commencement of any proceeding (including any investigation by any governmental authority) with respect to which such indemnified party seeks indemnification or contribution pursuant hereto; provided, however, that the delay or failure to so notify the indemnifying party shall not relieve the indemnifying party from any obligation or liability except to the extent that the indemnifying party has been prejudiced by such delay or failure.  The indemnifying party shall have the right,

11

exercisable by giving written notice to an indemnified party promptly after the receipt of written notice from such indemnified party of such claim or proceeding, to assume, at the indemnifying party’s expense, the defense of any such claim or proceeding, with counsel reasonably satisfactory to such indemnified party; provided, however, that (i) an indemnified party shall have the right to employ separate counsel in any such claim or proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless:  (1) the indemnifying party agrees to pay such fees and expenses; (2) the indemnifying party fails promptly to assume the defense of such claim or proceeding or fails to employ counsel reasonably satisfactory to such indemnified party; or (3) the named parties to any proceeding (including impleaded parties) include both such indemnified party and the indemnifying party, and such indemnified party shall have been advised by counsel that there may be one or more legal defenses available to it that are in addition to or are inconsistent with those available to the indemnifying party or that a conflict of interest is likely to exist among such indemnified party and any other indemnified parties (in which case the indemnifying party shall not have the right to assume the defense of such action on behalf of such indemnified party); and (ii) subject to clause (3) above, the indemnifying party shall not, in connection with any claim or proceeding or separate but substantially similar or related claim or proceedings in the same jurisdiction, arising out of the same general allegations of circumstances, be liab le for the fees and expenses of more than one firm of attorneys (together with appropriate local counsel) at any time for all of the indemnified parties.  Whether or not such defense is assumed by the indemnifying party, such indemnifying party shall not be subject to any liability for any settlement made without its written consent.  The indemnifying party shall not consent to entry of any judgment or enter into any settlement that (A) does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release, in form and substance reasonably satisfactory to the indemnified party, from all liability in respect of such claim or litigation for which such indemnified party would be entitled to indemnification hereunderand (B) includes a statement as to, or an admission of, fault, culpability or a failure to act, by or on behalf of any inde mnified party.

(e)  Contribution.  If the indemnification provided for in this Section 6 is applicable in accordance with its terms but is legally unavailable to an indemnified party in respect of any Losses, then each applicable indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Losses, in such proportion as is appropriate to reflect the relative fault of the indemnifying party, on the one hand, and such indemnified party, on the other hand, in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations.  The relative fault of such indemnifying party, on the one hand , and indemnified party, on the other hand, shall be determined by reference to, among other things, whether any action in question, including any untrue statement of a material fact or omission or alleged omission to state a material fact, has been taken by, or relates to information supplied by, such indemnifying party or indemnified party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent any such action, statement or omission.  The amount paid or payable by a party as a result of any Losses shall be

12

deemed to include any legal or other fees or expenses incurred by such party in connection with any investigation or proceeding.  The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 6(e) were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in the immediately preceding paragraph.  Notwithstanding the provision of this Section 6(e), a Purchaser shall not be required to contribute any amount which is in excess of the amount by which the total proceeds received by such Purchaser from the sale of the Registrable Shares sold by such Purchaser (net of all underwriting discounts and commissions) exceeds the amount of any damages that it has otherwise been required to pay by reas on of such untrue or alleged untrue statement or omission or alleged omission.  No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

Section 7.  Damages.  If the Company (i) fails to keep continuously effective, supplemented and amended a Registration Statement pursuant to Section 2(c) hereof (except as provided for in Section 2(d) and 2(e) of this Agreement), (ii) fails to comply with the requirements of Section 8 of this Agreement, or (iii) fails to comply with the requirements of Section 4A (each such event a “Default”), then the Vendor shall pay or cause the Company to pay the Purchasers a penalty in cash in an aggregate amount equal to the Liquidated Damages Amount which shall be distributed pro rata, in proportio n to the number of ADSs purchased by each Purchaser pursuant to the Stock Purchase Agreement.  Accrued liquidated damages, if any, shall be payable within 45 days of the first Default and every 90 days thereafter if such Default is continuing.  This obligation to pay liquidated damages will cease on the date that all Defaults have been cured and shall be the Company’s sole liability for breach of Section 2(c), Section 4(a) or Section 8 of this Agreement.

Section 8.  Rule 144 Information.  With a view to making available the benefits of certain rules and regulations of the SEC which may at any time permit the sale of the Registrable Shares to the public without registration, the Vendor agrees to cause the Company to use commercially reasonable efforts to:

(a)           Make and keep public information available, as those terms are understood and defined in Rule 144 under the Securities Act, at all times that the Company is subject to the reporting requirements of the Securities Act or the Exchange Act, and for so long as the Company remains subject to the periodic reporting requirements under Section 13 or 15(d) of the Exchange Act.

(b)           Use commercially reasonable efforts to file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements).

13

(c)           Furnish to a Purchaser upon its request a written statement by the Company as to its compliance with the reporting requirements of Rule 144 under the Securities Act, and of the Securities Act and the Securities Exchange Act, a copy of the most recent annual or quarterly report of the Company, and such other reports and documents of the Company and other information as such Purchaser may reasonably request in availing itself of any rule or regulation of the SEC allowing the Purchaser to sell any such securities without registration, provided that the Vendor shall have no obligation to cause the Company to provide any document that is available on the SEC’s EDGAR system.

Section 9.  Miscellaneous.  (a)  Termination.  This Agreement and the obligations of the Vendor and the Purchasers hereunder (other than Section 6 hereof and other than pursuant to the following sentence) shall terminate on the earlier of the first date on which (i) no Registrable Shares remain outstanding,  or (ii) eighteen months after the Closing (as defined in Section 2.02 of the Stock Purchase Agreement).

(b)  Notices.  All notices or communications hereunder shall be in writing (including telecopy or similar writing), addressed as follows:

(i)                To the Company:

YPF Sociedad Anónima

Macacha Güemes 515

C1106BKK Ciudad Autónoma de Buenos Aires, Argentina

Att:  Chief Financial Officer

Facsimile No.:  + 54 11 544 21 13

With a copy (which shall not constitute notice) to:

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, NY 10017

Att:  Nicholas A. Kronfeld

Facsimile No.: + 1 (212) 450-5950

(ii)              To the Vendor:

Repsol YPF S.A.

Paseo de la Castellana 278-280

28046 Madrid (Spain)

Att: Corporate Director Finance

Facsimile No.: + 34 90 255 51 34

With copies (which shall not constitute notice) to:

Repsol YPF S.A.

14

Paseo de la Castellana 278-280

28046 Madrid (Spain)

Att: Corporate Director Legal Services

Facsimile No.: + 34 91 348 40 86

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, NY 10017

Att:  Nicholas A. Kronfeld

Facsimile No.: + 1 (212) 450-5950

(iv)              To the Purchasers:

Capital International, Inc.

333 South Hope Street

Los Angeles, CA 90071

Attn:  Legal

Facsimile No.: + 1-213-486-9034

Any such notice or communication shall be deemed given (i) when made, if made by hand delivery, (ii) upon transmission, if sent by confirmed telecopier, (iii) one Business Day after being deposited with a next-day courier, postage prepaid, or (iv) three Business Days after being sent certified or registered mail, return receipt requested, postage prepaid, in each case addressed as above (or to such other address or to such other telecopier number as such party may designate in writing from time to time).

(c)  Separability.  If any provision of this Agreement shall be declared to be invalid or unenforceable, in whole or in part, such invalidity or unenforceability shall not affect the remaining provisions hereof which shall remain in full force and effect.

(d)  Assignment.  This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, devisees, legatees, legal representatives, successors and assigns.  The rights to cause the Vendor to cause the Company to register Registrable Shares pursuant to Sections 2 and 3 may be assigned in connection with any transfer or assignment by a Purchaser of Registrable Shares, provided that such transfer may otherwise be effected in accordance with applicable securities laws and provided further that the Vendor at its sole discretion consents in writing to such transfer.

(e)  Entire Agreement.  This Agreement represents the entire agreement of the parties and shall supersede any and all previous contracts, arrangements or understandings between the parties hereto with respect to the subject matter hereof.

(f)  Amendments and Waivers.  Except as otherwise provided herein, the provisions of this Agreement may not be amended, modified or supplemented, and

15

waivers or consents to departures from the provisions hereof may not be given, without the written consent of the Vendor and the Purchasers.

(g)  Publicity.  No public release or announcement concerning the transactions contemplated hereby shall be issued by any party without the prior consent of the other parties, except to the extent that such party is advised by counsel that such release or announcement is necessary or advisable under applicable law or the rules or regulations of any securities exchange, in which case the party required to make the release or announcement shall to the extent practicable provide the other parties with an opportunity to review and comment on such release or announcement in advance of its issuance.

(h)  Expenses.  Whether or not the transactions contemplated hereby are consummated, except as otherwise provided herein, all costs and expenses incurred in connection with the execution of this Agreement shall be paid by the party incurring such costs or expenses.

(i)  Interpretation.  The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

(j)  Counterparts.  This Agreement may be executed in two or more counterparts, all of which shall be one and the same agreement, and shall become effective when counterparts have been signed by each of the parties and delivered to each other party.

(k)  Governing Law.  THIS AGREEMENT, THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT, AND ANY CLAIM OR CONTROVERSY DIRECTLY OR INDIRECTLY BASED UPON OR ARISING OUT OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT (WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER THEORY), INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, SHALL IN ALL RESPECTS BE GOVERNED BY AND INTERPRETED, CONSTRUED, AND DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

(l)  Authorized Agent.  The Vendor agrees that any suit, action or proceeding against them brought by any of the Purchasers, the directors, officers, employees and agents of any of the Purchasers, or by any person who controls a Purchaser, arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any State or U.S. federal court in The City of New York and County of New York, and waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding.  The Vendor hereby appoints CT Corporation System, 111 8 th Avenue, New York, NY 10016, as its authorized agent (the “Authorized Agent”) upon whom process may be served in any suit, action or proceeding arising out of or

16

based upon this Agreement or the transactions contemplated herein that may be instituted in any State or U.S. federal court in The City of New York and County of New York, by a Purchaser, the directors, officers, employees, Affiliates and agents of such Purchaser, or by any person who controls such Purchaser, and expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding.  The Vendor hereby represents and warrants that the Authorized Agent has accepted such appointment and has agreed to act as said agent for service of process, and it agrees to take any and all action, including the filing of any and all documents that may be necessary to continue such appointment in full force and effect as aforesaid.  Service of process upon the Authorized Agent shal l be deemed, in every respect, effective service of process upon the Vendor.

(m)  Additional Amounts.  All fees, payments, expense reimbursements and other amounts of any kind whatsoever required to be paid by the Vendor, or that the Vendor may be required to cause the Company to pay, pursuant to this Agreement shall be made free and clear of and without withholding or deduction for, or on account of, any taxes, duties, assessments, or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or on behalf of Argentina in the case of the Company and Spain in the case of the Vendor or any other political subdivision thereof, or any authority or agency thereof or therein having power to levy the same in the relevant jurisdiction, unless such withh olding or deduction is required by law or by the official, judicial or administrative interpretation thereof.  In such event, the Vendor will pay, or will cause the Company to pay, as applicable, such additional amounts (the “Additional Amounts”) as will result in the receipt by a Purchaser or such other party of such amounts as would have been received in respect of any such fees, payments, expense reimbursements and other amounts had no such taxes, duties, assessments or governmental charges been required to be withheld or deducted.

(n)  Currency.  Each reference in this Agreement to U.S. dollars  (the “relevant currency”), including by use of the symbol “$”, is of the essence.  To the fullest extent permitted by law, the obligation in respect of any amount due under this Agreement will, notwithstanding any payment in any other currency (whether pursuant to a judgment or otherwise), be discharged only to the extent of the amount in the relevant currency that the party entitled to receive such payment may, in accordance with its normal procedures, purchase with the sum paid in such other currency (after any premium and costs of excha nge) on the Business Day immediately following the day on which such party receives such payment.  If the amount in the relevant currency that may be so purchased for any reason falls short of the amount originally due, the Vendor will pay, or will cause the Company to pay, as applicable, such additional amounts, in the relevant currency, as may be necessary to compensate for the shortfall.  Any obligation not discharged by such payment will, to the fullest extent permitted by applicable law, be due as a separate and independent obligation and, until discharged as provided herein, will continue in full force and effect.

(o)  Waiver of Immunity.  To the extent that the Vendor has or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding,

17

from jurisdiction of any court or from set-off or any legal process (whether service or notice, attachment in aid or otherwise) with respect to itself or any of its property, the Vendor hereby irrevocably waives and agrees not to plead or claim such immunity in respect of its obligations under this Agreement.

(p)  Calculation of Time Periods.  Except as otherwise indicated, all periods of time referred to herein shall include all Saturdays, Sundays and holidays; provided, however, that if the date to perform the act or give any notice with respect to this Agreement shall fall on a day other than a Business Day, such act or notice may be timely performed or given if performed or given on the next succeeding Business Day.

(q)  Other Registration Rights Agreements. The Vendor has entered into a Registration Rights Agreement with other investors in connection with the purchase of American depositary shares of the Company by such investors contemporaneously herewith and such other Registration Rights Agreement provides for the registration of such American depositary shares and the underlying Class D shares of the Company.   The Vendor represents and warrants that it has provided the Purchasers with a true copy of such other Registration Rights Agreement (with the identity of the other investors redacted).

18

In Witness Whereof, the parties hereto have executed this Agreement as of the date and year first written above.

Repsol YPF, S.A.
By:	/s/ Fernando Ramírez Mazarredo
	Name: Fernando Ramírez Mazarredo
	Title: Chief Financial Officer

THE PARTIES LISTED ON EXHIBIT A HERETO
By:	Capital International, Inc.

By:	/s/ Mark E. Brubaker
	Name: Mark E. Brubaker
	Title: Senior Vice President

Exhibit A

Capital Guardian Emerging Markets Equity Master Fund

Capital Guardian Emerging Markets Equity DC Master Fund

Capital International Emerging Markets Fund

Capital Guardian Emerging Markets Equity Fund for Tax-Exempt Trusts

Emerging Markets Growth Fund, Inc.

Capital Guardian Emerging Markets Restricted Equity Fund for Tax-Exempt Trusts

Capital International Emerging Markets Total Opportunities

Capital Guardian Emerging Markets Total Opportunities Master Fund

Capital Guardian Emerging Markets Total Opportunities Fund for Tax-Exempt Trusts

Exhibit B

Put Option Agreement

[Filed as Exhibits 99.8, 99.9, 99.10, 99.11, 99.12, 99.13, 99.14, 99.15 and 99.16]

Exhibit C

Plan of Distribution

The selling security holders and their successors, which term includes their transferees, pledgees or donees or their successors may sell the YPF ADSs directly to purchasers or through underwriters, broker-dealers or agents, who may receive compensation in the form of discounts, concessions or commissions from the selling security holders or the purchasers.  These discounts, concessions or commissions as to any particular underwriter, broker-dealer or agent may be in excess of those customary in the types of transactions involved.

The YPF ADSs may be sold in one or more transactions at:

•      fixed prices;

•      prevailing market prices at the time of sale;

•      prices related to the prevailing market prices;

•      varying prices determined at the time of sale; or

•      negotiated prices.

These sales may be effected in transactions:

• on any national securities exchange or quotation service on which the YPF ADSs may be listed or quoted at the time of sale, including the NYSE;

•      in the over-the-counter market;

• otherwise than on such exchanges or services or in the over-the-counter market;

• through the writing of options, whether the options are listed on an options exchange or otherwise;

• ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

• block trades in which the broker-dealer will attempt to sell the YPF ADSs as agent but may position and resell a portion of the block as principal to facilitate the transaction;

• purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

• an exchange distribution in accordance with the rules of the applicable exchange;

• privately negotiated transactions;

• through the settlement of short sales;

• sales pursuant to Rule 144;

• a combination of any such methods of sale; and

• any other method permitted pursuant to applicable law.

As set out above, these transactions may include block transactions or crosses. Crosses are transactions in which the same broker acts as agent on both sides of the trade.

Brokers or dealers engaged by the selling security holders may arrange for other broker-dealers to participate in selling ADRs.  Broker-dealers may receive commissions or discounts from the selling security holders (or, if any broker-dealer acts as agent for the purchases of ADRs, from the purchaser) in amounts to be negotiated.

In connection with the sale of the YPF ADSs or otherwise, the selling security holders may enter into hedging transactions with broker-dealers or other financial institutions. These broker-dealers or financial institutions may in turn engage in short sales of YPF ADSs in the course of hedging the positions they assume with selling security holders.  The selling security holders may also sell the YPF ADSs short and deliver these securities to close out such short positions, or loan or pledge the YPF ADSs to broker-dealers that in turn may sell these securities.

The aggregate proceeds to the selling security holders from the sale of the YPF ADSs offered by them hereby will be the purchase price of the YPF ADSs less discounts and commissions, if any. Each of the selling security holders reserves the right to accept and, together with their agents from time to time, to reject, in whole or in part, any proposed purchase of YPF ADSs to be made directly or through agents. We will not receive any of the proceeds from the sale of the YPF ADSs.

In order to comply with the securities laws of some states, if applicable, the YPF ADSs may be sold in these jurisdictions only through registered or licensed brokers or dealers.

Profits on the sale of the YPF ADSs by selling security holders and any discounts, commissions or concessions received by any broker-dealers or agents might be deemed to be underwriting discounts and commissions under the Securities Act. Selling security holders who are deemed to be “underwriters” within the meaning of Section 2(11) of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act. To the extent the selling security holders may be deemed to be “underwriters,” they

may be subject to statutory liabilities, including, but not limited to, Sections 11, 12 and 17 of the Securities Act.

The selling security holders and any other person participating in a distribution will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder. Regulation M of the Exchange Act may limit the timing of purchases and sales of any of the securities by the selling security holders and any other person. In addition, Regulation M may restrict the ability of any person engaged in the distribution of the securities to engage in market-making activities with respect to the particular securities being distributed for a period of up to five business days before the distribution. The selling security holders have acknowledged that they understand their obligations to comply with the provisions of the Exchange Act and the rules thereunder relating to stock manipulation, particularly Regulation M, and have agre ed that they will not engage in any transaction in violation of such provisions.

To our knowledge, there are currently no plans, arrangements or understandings between any selling security holder and any underwriter, broker-dealer or agent regarding the sale of the YPF ADSs by the selling security holders.

A selling security holder may decide not to sell any YPF ADSs described in this prospectus.  Any securities covered by this prospectus which qualify for sale pursuant to Rule 144 or Rule 144A of the Securities Act may be sold under Rule 144 or Rule 144A rather than pursuant to this prospectus. In addition, a selling security holder may transfer, devise or gift the YPF ADSs by other means not described in this prospectus.

With respect to a particular offering of the YPF ADSs, to the extent required, an accompanying prospectus supplement or, if appropriate, a post-effective amendment to the registration statement of which this prospectus is a part will be prepared and will set forth the following information:

•      the specific YPF ADSs to be offered and sold;

•      the names of the selling security holders;

• the respective purchase prices and public offering prices and other material terms of the offering;

•      the names of any participating agents, broker-dealers or underwriters; and

• any applicable commissions, discounts, concessions and other items constituting, compensation from the selling security holders.

We entered into the registration rights agreements to facilitate the sale by Repsol YPF of our securities pursuant to the Stock Purchase Transactions and the Option described under “Selling Shareholders”. See “Selling Shareholders”. The registration rights agreements provide that the selling shareholders and we will indemnify each other

and our and their respective directors, officers and controlling persons against specific liabilities in connection with the offer and sale of the Shares, including in the form of ADSs, including liabilities under the Securities Act, or will be entitled to contribution in connection with those liabilities. Repsol YPF will pay all of our expenses incidental to the registration, offering and sale of the Shares, including in the form of ADSs, to the public, and each selling shareholder will be responsible for payment of commissions, concessions, fees and discounts of underwriters, broker-dealers and agents.

Exhibit D

NEITHER THE ADSs EVIDENCED HEREBY NOR THE SHARES UNDERLYING SUCH ADSs HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND NEITHER THE ADSs NOR THE SHARES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) (1) PURSUANT TO A TRANSACTION THAT IN THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO REPSOL YPF S.A. IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES.  IN ADDITION, THE SHARES UNDERLYING THE ADSs EVIDENCED HEREBY MAY BE OFFERED AND SOLD IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT.