CONVENTIONS Decree 1808/94 Please refer to the conventions signed between the Ministry of Energy and the Province of Formosa for the transfer of assets for the marketing and distribution of electricity services.

Bs. As., 13/10/94

VISTO Issue No. 751,526/94 of the SECRETARIAT Registry of ENERGY of the MINISTERY OF ECONOMY AND ARTWS AND PUBLIC SERVICES and the provisions of Law No. 23,696, its Rule Decree No. 1105 of 20 October 1989 and by Laws No. 15,336, No. 24,065, and its Rule Decree No. 1398 of 6 August 1992

CONSIDERING:

Article 93 of Law No. 24.065 states that the activity of generating and transporting electrical energy currently lends, among others, WATER and ELECTRIC ENERGY SOCIEDAD OF THE STATE is subject to privatization.

That Decree No. 696 of 27 April 1992, in Article 1 provides that WATER AND ENERGY ELECTRIIC SOCIEDAD THE STATE shall transfer, in the terms of Law No. 18.586 to the FORMS PROVINCIA, among others, all goods, services, and personnel affected to the distribution of electrical energy located in the provincial territory, through agreements to be signed ad-referendum of the NATIONAL EXECUTIVE PODER, empowering the Society to subscribe to the documents that perfect the transfer in the terms of the above-mentioned Conventions.

That in the exercise of the powers conferred by the above-mentioned norms, the SECRETARIAT OF ENERGY of the MINISTERY OF ECONOMY AND ARTWS AND PUBLIC SERVICES signed with the FORMS PROVINCIA, the agreements dated 26 February and 28 December 1993, for the transfer to that province of the service of distribution and marketing of electrical energy in the entire territory of the FORLECTION

That the agreed transfer includes all the assets affected to date to the provision of the aforementioned electricity distribution and marketing service by WATER AND ELECTRIC ENERGY STATE SOCIEDAD.

That in order to give timely compliance with the signed Convention it is appropriate to delegate to the Ministry of ENERGY SECRETARIAT PUBLICS the necessary powers to ensure that under Law No. 23,696 proceeds to the constitution of the anonymous society that will have for exclusive purpose the provision of the service transferred throughout the territory of the Province and to incorporate into its heritage the goods currently affected to the distribution and commercialization service in the Province by the DIVISIONAL FORMOSA of WATER AND ELECTRIC ENERGIA SOCIEDAD DEL ESTADO.

It is expected that the so-called Society will be called EMPRESA DISTRIBUTOR OF ELECTRICITY OF FORMOSA SOCIEDAD ANONIMA (EDEFOR S.A.) and that the majority shareholder of that Society will be transferred to the Private Sector.

That the PROVINCIA DE FORMOSA has assumed the commitment to grant to EMPRESA DISTRIBUTOR OF ELECTRICITY OF FORMOSA SOCIEDAD ANONIMA (EDEFOR S.A.) the concession of the public service of distribution and marketing of electricity throughout the provincial territory, as well as to dictate all the legal and regulatory norms that are necessary or convenient to carry out, the process of privatization of the Provincial Society and the creation of the Electrical Regulate.

It is transferred to EMPRESA DISTRIBUTOR OF ELECTRICITY OF FORMOSA SOCIEDAD ANONIMA (EDEFOR S.A.) the staff currently serving for WATER and ENERGIA SOCIEDAD OF THE STATE in the FORMOSA DIVISIONAL and that a Participated Property Programme of Action of that Society will be implemented in the terms of Law No. 23,696.

That ELECTRIC WATER AND ENERGY SOCIEDAD OF THE STATE will keep the FORmosA PROVINCIA and EMPRESA DISTRIBUTING OF ELECTRICITY OF FORmosA SOCIEDAD ANONIMA (EDEFOR S.A.) for the claims of any nature that they may receive, of cause or title prior to the date of taking of possession, motivated in the relations of the FORCE

That the rates for the commercialization of electrical energy by EMPRESA DISTRIBUTOR OF ELECTRICITY OF FORMOSA SOCIEDAD ANONIMA (EDEFOR S.A.) will be established in a timely manner in the Bases and Conditions folding the Contest.

That will not be transferred to EMPRESA DISTRIBUTOR OF ELECTRICITY OF ANONIMA SOCIEDAD (EDEFOR S.A.) any liabilities of ELECTRIC WATER AND ENERGY SOCIEDAD OF THE STATE.

In accordance with Chapter III of Law No. 23,696, the impact of a minority share of the shareholder of EMPRESA DISTRIBUTING ELECTRICITY OF FORMOSA SOCIEDAD ANONIMA (EDEFOR S.A.) on the Participated Property Programme is foreseen, with the time limits for its implementation and implementation.

As this mode of privatization constitutes an entrepreneurial reorganization that operates within the NATIONAL STATE heritage, which does not have profits, it is appropriate to take measures such as the remission of tax credits and to exempt instruments that need to be developed for such purposes, stamp taxation and any other national tax, rate and contribution that may affect the privatization process.

That the ratification of the Supplementary Convention of 28 December 1993 is not extended to the CUARTA Clause of the aforementioned Convention because it is an issue that has become an attentive abstract that has already been privatized the electric energy transport company by the troncal distribution of the Northeast Region (TRANSNEA S.A.).

That the present is in exercise of the powers conferred by Article 99, paragraph 1 of the NATIONAL CONSTITUTION, Articles 10, 6 and 11 of Law No. 23,696, Article 59 of the Law on Seal Tax (t. 1986), Law No. 18,586 and Article 1 of Decree No. 696 of 27 April 1992.

Therefore,

THE PRESIDENT OF THE ARGENTINA NATION

RIGHT:

Article 1 . Streamline the Conventions between the NATIONAL STATE through the SECRETARIAN OF ENERGY of the MINISTERY OF ECONOMY AND ARTWS AND PUBLIC SERVICES, and the FORMOSA PROVINCIA, dated 26 February and 28 December, both of 1993 through which the transfer is provided for free of charge, by the distribution of the NATIONAL STATE

Art. 2o . For the purpose of the privatization of the distribution and marketing of electrical energy in the territory of the FORMOSA PROVINCIA, which is currently in charge of WATER AND ELECTRIC ENERGY SOCIEDAD OF THE STATE, arrange the constitution of the DISTRIBUTING ELECTRICITY OF FORMOSA SOCIEDAD ANONIMA (EDEFOR S.A.).

Art. 3o . Authorize the SECRETARY Lord of ENERGY of the MINISTERY OF ECONOMY AND ARTWS AND PUBLIC SERVICES, to approve the Societal Statutes of EMPRESA DISTRIBUTING OF ELECTRICITY OF FORMOSA SOCIEDAD ANONIMA (EDEFOR S.A.).

Art. 4o ). Determine that the Society whose constitution is provided for in Article 2 of this act shall be governed by this Decree, by its Statutes and by the provisions of Chapter II, Section V, Articles 163 to 307 and in accordance with Law No. 19.550 (T. 1984).

Their actions will be nominative, and not endosable, at least those that represent the CINCUENTA AND ONE FOR SCIENTI (51 %) of the social capital.

Until the transfer of shares to the Private Sector, the Ninth and Ninety-Nineth by Credit (99 %) of the shares will correspond to the NATIONAL STATE, and the remaining ONE by SCIENT (1 %) to WATER and ENERGY SOCIEDAD OF THE STATE respectively.

Art. 5o . Ordenase la Protocolización del Acta Constitutiva y de los Statutes de la EMPRESA DISTRIBUIDORA DE ELECTRICIDAD DE FORMOSA SOCIEDAD ANONIMA (EDEFOR S.A.), así también la de cualquier otra actuar que fuera debeester eleva a escrito pública a los efectos registrales, a través de la ESCRIBANIA GENERAL DE GBIERNO DE LA NqueACION,

Please refer to Mr. SECRETARY for ENERGY of the MINISTERY OF ECONOMY AND PUBLIC SERVICES, and Mr. INTERVENTOR in WATER AND ENERGY ELECTRIC SOCIEDAD OF THE STATE and/or to the officials who designate, to sign the corresponding Public Scriptures and to subscribe and integrate the initial capital into the name of the entes that represent,

Art. 6th ). Please refer to the respective registration before the General INSPECTION OF JUSTICE and other relevant public records of the instruments referred to in Article 4 to which the publication of the present act in the Official Gazette is in accordance with Article 10 of Law No. 19.550 (t. 1984).

Please refer to Mr. SECRETARY of ENERGY of the MINISTERY OF ECONOMY AND PUBLIC SERVICES, and Mr. INTERVENTOR in WATER AND ELECTRIC ENERGY SOCIEDAD OF THE STATE, and/or to the persons who designate them to perform all the acts that are necessary or appropriate for such purposes.

Art. 7o . The emerging financial economic results of the management of the goods that will be transferred to EMPRESA DISTRIBUTOR OF ELECTRICITY OF FORmosA SOCIEDAD ANONIMA (EDEFOR S.A.) will correspond to AGUA and ENERGIA ELECTRICITY SOCIEDAD OF THE STATE until the moment we concrete the transfer to the Private Sector of the majority package of actions of EMPRESA

For the purposes set out in the preceding paragraph, please note that the transfer of the shares has been carried out when the person who is awarded in the aforementioned National and International Public Competition has paid the portion of the cash price established by the corresponding Bases and Conditions, constituted in his case the guarantee of payment of the balance in internal and external public debt securities, taken possession of the assets belonging to the Company, signed the corresponding contract of purchase of shares and other operation

Art. 8o la Consider that the DISTRIBUTING ELECTRICITY OF FORmosA SOCIEDAD ANONIMA (EDEFOR S.A.) that is determined in Article 2 of this decree, is a continuation of the DIVISIONAL FORMOSA DE WATER AND ELECTRIC ENERGIA SOCIEDAD THE STATE until the process of transformation and transfer is completed, and the new concession is granted in the terms of the conventions approved in the present decree.

Art. 9th . Until the transfer to the Private Sector of the majority package of shares of EMPRESA DISTRIBUTING OF ELECTRICITY OF FORMOSA SOCIEDAD ANONIMA (EDEFOR S.A.), its Directory and Trade Union will be unipersonal; designating one (1) holder and one (1) alternate. The Board of Directors of the Society shall be composed of Mr. INTERVENTOR in WATER AND ELECTRIC ENERGY SOCIEDAD OF THE STATE and Mr. SUBINTERVENTOR in the same Society as holder and alternate respectively, exempting them from providing the guarantee established in Article 256 of Law No. 19.550 (T. 1984).

The members of the union shall be appointed by the General SINDICATURA OF NATION or by the agency that replaces it.

The remuneration of the Directors and Trustees appointed for the period and in the manner defined in the preceding article shall be exclusively those who perceive as public officials.

Art. 10. La The SECRETARIAT OF ENERGY of the MINISTERY OF ECONOMY AND ARTWORKS AND PUBLIC SERVICES, in accordance with Decree No. 696/92, is authorized to arrange for the transfer to EMPRESA DISTRIBUTORY OF ELECTRICITY OF FORMOSA SOCIEDAD ANONIMA (EDEFOR S.A.) of the assets, liabilities, personnel and contracts STATE currently affected to the service identified in Article 1 of this Decree.

In addition, the SECRETARIAT OF ENERGIA of the MINISTERY OF ECONOMY AND ARTWS AND PUBLIC SERVICES, to establish the amount of the consequent increase of the capital of EMPRESA DISTRIBUY TO ELECTRICITY OF FORMOS SOCIEDAD ANONIMA (EDEFOR S.A.), to make and subscribe all the documents that were necessary

Art. 11. a Facúltase a la SECRETARIA DE ENERGIA del MINISTERIO DE ECONOMIA y ARTWS AND PUBLIC SERVICES, a approve the restructuring and reorganization of WATER AND ELECTRIC ENERGIA SOCIEDAD THE STATE resulting from the provisions of this act.

Art.12. a Facultase the SECRETARIAT OF ENERGY of the MINISTERY OF ECONOMY AND ARTWS AND PUBLIC SERVICES, and the INTERVENTION in WATER AND ELECTRIC ENERGIA SOCIEDAD STATE to participate in the Privatizing Committee established by the Convention ratified by Article 1 of this Decree.

Art. 13. al Facultase the MINISTERY OF ECONOMY AND ARTWORKS AND SERVICES PUBLICS to exercise the powers defined in Article 15, paragraphs 9 and 12, of Law No. 23,696, for the purpose of a better execution of the mode of privatization that is provided and authorized in this Decree.

Art. 14. . Explain to EMPRESA DISTRIBUTOR OF FORMOSA SOCIEDAD ANONIMA (EDEFOR S.A.) the payment of fees for registration, fee, taxes, and charges applicable to its initial constitution and capitalization and the instruments to be granted in compliance with the provisions of this act.

Art. 15. . Explain the seal tax to the acts, documents, instruments or monetary operations that are signed or carried out on the occasion of the privatization that this act envisages, as well as the transfer of the assets, liabilities, personnel and contracts in favor of EMPRESA DISTRIBUTORS OF ELECTRICITY OF FORMOSA SOCIEDAD ANONIMA (EDEFOR S. A.) and to the transfer of the company

The waiver set out in the preceding paragraph includes, in turn, the conclusion and transfer of the contracts for the supply and transportation of electrical energy with generators or the transport of electricity to be held and transferred as a result of the provisions of the Bases and Conditions of the above-mentioned Competition.

Art. 16. . Declárase que la reorganización empresaria que se approve por el presente act falta de interés fiscal y dispónse la remit de los Crédito tributarios de cualquier origen o naturaleza del que sea titulares organismos oficiales contra AGUA y ENERGIA ELECTRICA SOCIEDAD DEL ESTADO y la Sociedad whose constitution is available or authorized by the present act, originated in facts, acts or operations that occurred on the occasion of the transfer of actions, Include to MINISTERY OF ECONOMY AND ARTWORKS AND SERVICES PUBLICS to determine the scope of the provisions of the preceding paragraph.

Art. 17. ). Determin that the TEN BY SCIENTY (10 %) of the share capital of EMPRESA DISTRIBUTOR OF ELECTRICITY OF FORMOSA SOCIEDAD ANONIMA (EDEFOR S. A.) will be subject to the regime of Participated Property and that can be acquired exclusively the personnel of AGUA and ENERGIA ELECTRICA OF THE STATE ELECTED FORCE.

Art. 18. que Determine that WATER AND ELECTRIC ENERGY SOCIEDAD THE STATE shall take charge of the claims of any nature that both the FORMOSA PROVINCIA and EMPRESA DISTRIBUTING OF ELECTRICITY OF FORMOSA SOCIEDAD ANONIMA (EDEFOR S. A.) may receive, of cause or title prior to the date of Toma de Posesión by the awardee of the Contest provided for in Article 7 that is motivated in the working relations of the personnel

Art. 19. . Please note that no liability for ELECTRICITY OF FORMOSA SOCIEDAD ANONIMA (EDEFOR S. A.) for WATER and ELECTRIC ENERGY SOCIEDAD DEL ESTADO will be transferred to EMPRESA.

Transfer to the FORMOSA PROVINCIA for free, the totality of the actions emitted by EMPRESA DISTRIBUTOR OF FORMOSA SOCIEDAD ANONIMA (EDEFOR S. A.). The transfer here arranged must be made in the same act in which, according to the Pliego of Bases and Conditions of the aforementioned Competition, the NOVENTA FOR SCIENTO (90 %) of the actions of EMPRESA DISTRIBUTORS OF ELECTRICITY OF FORMOSA SOCIEDAD ANONIMA (EDEFOR S. A.).

Art. 20. . Contact the Bicameral Commission established by Article 14 of Law No. 23.696.

Art. 21. El This Decree shall apply from the date of its dictation.

Art. 22. . Communicate, publish, give to the National Directorate of the Official Register and archvese. . MENEM. . Domingo F. Cavallo.

NOTE: This Decree is published without Annex I. Unpublished documentation can be consulted at the Central Headquarters of this National Directorate (Suipacha 767 - Capital Federal).