0001193125-06-040438 Sample Contracts

GAS NATURAL SDG, S.A. and THE BANK OF NEW YORK As Depositary and OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES Deposit Agreement Dated as of , 2006
Deposit Agreement • February 28th, 2006 • Gas Natural SDG Sa • New York

DEPOSIT AGREEMENT dated as of , 2006 among GAS NATURAL SDG, S.A., a company (sociedad anónima) incorporated under the laws of the Kingdom of Spain (herein called the Company), THE BANK OF NEW YORK, a New York banking corporation (herein called the Depositary), and all Owners and Holders of American Depositary Shares issued hereunder.

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Unofficial English translation of agreements originally drawn up in Spanish. In case of discrepancy the Spanish language version prevails NOVATION OF THE AGREEMENT OF JANUARY, 2000 BETWEEN REPSOL YPF AND “LA CAIXA”
Novation Agreement • February 28th, 2006 • Gas Natural SDG Sa

AS PARTY OF THE SECOND PART, ANTONIO BRUFAU NIUBÓ, in the name and on behalf LA CAIXA DE PENSIONS 1 ESTALVIS DE BARCELONA (“LA CAIXA”).

Unofficial English translation of agreements originally drawn up in Spanish. In case of discrepancy the Spanish language version prevails SECOND ADDENDUM TO THE REPLACEMENT AGREEMENT BETWEEN REPSOL YPF S.A. AND “LA CAIXA” DATED JANUARY 11, 2000
Replacement Agreement • February 28th, 2006 • Gas Natural SDG Sa

This second addendum is made by and between Antonio Brufau Niubó, in representation and on behalf of Caixa d’Estalvis i Pensions de Barcelona, hereinafter “La Caixa,” party of the first part,

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