Effective August 27, 2012 the Companys
name changed to Union Andia de Cementos
S.A.A. (Unacem S.A.)




EXHIBIT A

AMERICAN DEPOSITARY SHARES
(Each American Depositary Share
represents one deposited Share)

THE BANK OF NEW YORK
AMERICAN DEPOSITARY RECEIPT
FOR COMMON VOTING SHARES, PAR VALUE
NS11.32,
OF CEMENTOS LIMA S.A.(INCORPORATED UNDER
THE LAWS OF PERU)

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

AMERICAN DEPOSITARY SHARES

representing deposited common voting
shares, par value NS11.32 (herein called
Shares), of CEMENTOS LIMA S.A., a company
incorporated under the laws of Peru
(herein called the Company).  At the
date hereof, each American Depositary
Share represents one Share deposited or
subject to deposit under the deposit
agreement at the Lima, Peru, office of
Banco Wiese Ltd. (herein called the
Custodian).  The Depositarys Corporate
Trust Office is located at a different
address than its principal executive
office.  Its Corporate Trust Office is
located at 101 Barclay Street, New York,
N.Y. 10286, and its principal executive
office is located at 48 Wall Street, New
York, N.Y. 10286.

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


1.THE DEPOSIT AGREEMENT.
This American Depositary Receipt is one
of an issue (herein called Receipts), all
issued and to be issued upon the terms and
conditions set forth in the deposit
agreement, dated as of December 13, 1994
(herein called the Deposit Agreement),
by and among the Company, the Depositary,
and all Owners and holders from time to
time of Receipts issued thereunder, each
of whom by accepting a Receipt agrees to
become a party thereto and become bound
by all the terms and conditions thereof.
The Deposit Agreement sets forth the
rights of Owners and holders of the
Receipts and the rights and duties of the
Depositary in respect of the Shares
deposited thereunder and any and all
other securities, property and cash from
time to time received in respect of such
Shares and held thereunder (such Shares,
securities, property, and cash are
herein called Deposited Securities).
Copies of the Deposit Agreement are on
file at the Depositarys Corporate Trust
Office in New York City and at the office
of the Custodian.

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

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

3.TRANSFERS, SPLITUPS, AND COMBINATIONS
OF RECEIPTS.
The transfer of this Receipt is
registrable on the books of the
Depositary at its Corporate Trust Office
by the Owner hereof in person or by a duly
authorized attorney, without
unreasonable delay, upon surrender of
this Receipt properly endorsed for
transfer or accompanied by a proper
instrument or instruments of transfer
and funds sufficient to pay any
applicable transfer taxes and the fees
and expenses of the Depositary and upon
compliance with such regulations, if
any, as the Depositary may establish for
such purpose.  This Receipt may be split
into other such Receipts, or may be
combined with other such Receipts into
one Receipt, evidencing the same
aggregate number of American Depositary
Shares as the Receipt or Receipts
surrendered.  As a condition precedent
to the execution and delivery, regis-
tration of transfer, splitup,
combination, or surrender of any Receipt
or withdrawal of any Deposited
Securities, the Depositary, the
Custodian, or Registrar may require
payment from the depositor of Shares or
the presentor of the Receipt of a sum
sufficient to reimburse it for any tax or
other governmental charge and any stock
transfer or registration fee with
respect thereto (including any such tax
or charge or fee with respect to the
Shares being deposited or withdrawn) and
payment of any applicable fees as
provided in the Deposit Agreement or this
Receipt, may require the production of
proof satisfactory to it as to the
identity and genuineness of any
signature and may also require
compliance with any regulations the
Depositary may establish consistent with
the provisions of the Deposit Agreement
or this Receipt, including, without
limitation, paragraph (22) hereof.

The delivery of Receipts against
deposits of Shares generally or against
deposits of particular Shares may be
suspended, or the transfer of Receipts in
particular instances may be refused, or
the registration of transfer of
outstanding Receipts generally may be
suspended, during any period when the
transfer books of the Depositary or the
Company or the Foreign Registrar, if
applicable, are closed, or if any such
action is deemed necessary or advisable
by the Depositary or the Company at any
time or from time to time because of any
requirement of law or of any government
or governmental body or commission, or
under any provision of the Deposit
Agreement or this Receipt, or for any
other reason, subject to paragraph (22)
hereof.  Notwithstanding any other
provision of the Deposit Agreement or the
Receipts, the surrender of outstanding
Receipts and withdrawal of Deposited
Securities may not be suspended subject
only to (i) temporary delays caused by
closing the transfer books of the Deposi-
tary or the Company or the deposit of
Shares in connection with voting at a
shareholders meeting or the payment of
dividends, (ii) the payment of fees,
taxes and similar charges and (iii)
compliance with any U.S. or foreign laws
or governmental regulations relating to
the Receipts or to the withdrawal of the
Deposited Securities. Without
limitation of the foregoing, the
Depositary shall not knowingly accept
for deposit under the Deposit Agreement
any Shares required to be registered
under the provisions of the Securities
Act of 1933, unless a registration
statement is in effect as to such Shares.

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

5.WARRANTIES OF DEPOSITORS.
Every person depositing Shares hereunder
and under the Deposit Agreement shall be
deemed thereby to represent and warrant
that such Shares and each certificate
therefor are validly issued, fully paid,
and not subject to any claim in respect
of preemptive rights of the holders of
outstanding Shares and that the person
making such deposit is duly authorized to
do so.  Every such person shall also be
deemed to represent that the deposit of
Shares or sale of Receipts evidencing
American Depositary Shares representing
such Shares by that person is not re-
stricted under the Securities Act of
1933.  Such representations and
warranties shall survive the deposit of
such Shares and issuance of Receipts.

6.FILING PROOFS, CERTIFICATES, AND OTHER
INFORMATION.
Any person presenting Shares for deposit
or any Owner of a Receipt may be required
from time to time to file with the De-
positary or the Custodian such proof of
citizenship or residence, exchange
control approval, proof of the identity
of any person legally or beneficially
interested in the Receipt and the nature
of such interest or such information
relating to the registration on the books
of the Company or the Foreign Registrar,
if applicable, to execute such
certificates and to make such
representations and warranties, as the
Depositary or the Company may deem
necessary or proper.  The Depositary may
withhold the delivery or registration of
transfer of any Receipt or the dis-
tribution of any dividend or sale or
distribution of rights or of the proceeds
thereof or the delivery of any Deposited
Securities until such proof or other
information is filed or such cer-
tificates are executed or such
representations and warranties made.
Upon the request of the Company, the
Depositary shall provide the Company
with copies of all such certificates and
such written representations and
warranties provided to the Depositary
under this Article 6 and Section 3.01 of
the Deposit Agreement.  Each Owner
agrees to provide any information re-
quested by the Company or the Depositary
pursuant to this paragraph.  No Share
shall be accepted for deposit unless ac-
companied by evidence, if any is required
by the Depositary, that is reasonably
satisfactory to the Depositary that all
conditions to such deposit have been
satisfied by the person depositing such
Shares under Peruvian laws and
regulations and any necessary approval
has been granted by any governmental body
in Peru, if any, which is then performing
the function of the regulation of
currency exchange.

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

The following charges shall be incurred
by any party depositing or withdrawing
Shares or by any party surrendering
Receipts or to whom Receipts are issued
(including, without limitation,
issuance pursuant to a stock dividend or
stock split declared by the Company or an
exchange of stock regarding the Receipts
or Deposited Securities or a
distribution of Receipts pursuant to
Section 4.03 of the Deposit Agreement),
whichever applicable (1) a fee not in
excess of U.S.$5.00 or less per 100
American Depositary Shares (or portion
thereof) for the execution and delivery
of Receipts pursuant to Section 2.03 of
the Deposit Agreement, the execution and
delivery of Receipts pursuant to Section
4.03 of the Deposit Agreement, transfers
pursuant to Section 2.04 of the Deposit
Agreement, the surrender of Receipts
pursuant to Section 2.05 of the Deposit
Agreement, and the making of any cash
distribution pursuant to the Deposit
Agreement, including but not limited to
Sections 4.01 through 4.04 thereof, (2)
taxes and other governmental charges,
(3) such registration fees as may from
time to time be in effect for the
registration of transfers of Shares
generally on the Share register of the
Company or Foreign Registrar and
applicable to transfers of Shares to the
name of the Depositary or its nominee or
the Custodian or its nominee on the
making of deposits or withdrawals
hereunder, (4) such cable, telex and
facsimile transmission expenses as are
expressly provided in the Deposit
Agreement, (5) such expenses as are
incurred by the Depositary in the conver-
sion of foreign currency pursuant to
Section 4.05 of the Deposit Agreement,
(6) a fee not in excess of U.S.$.02 or
less per American Depositary Share (or
portion thereof) for any cash
distribution made pursuant to the
Deposit Agreement including, but not
limited to Sections 4.01 through 4.04
thereof.

The Depositary, subject to Paragraph (8)
hereof, may own and deal in any class of
securities of the Company and its af-
filiates and in Receipts.

8.PRERELEASE OF RECEIPTS.
Unless requested in writing by the
Company to cease doing so,
notwithstanding Section 2.03 of the
Deposit Agreement, the Depositary may
execute and deliver Receipts prior to the
receipt of Shares pursuant to Section
2.02 of the Deposit Agreement
(PreRelease).  The Depositary may,
pursuant to Section 2.05 of the Deposit
Agreement, deliver Shares upon the
receipt and cancellation of Receipts
which have been PreReleased, whether or
not such cancellation is prior to the
termination of such PreRelease or the
Depositary knows that such Receipt has
been PreReleased.  The Depositary may
receive Receipts in lieu of Shares in
satisfaction of a PreRelease.  Each
PreRelease will be (a) preceded or
accompanied by a written representation
and agreement from the person to whom
Receipts are to be delivered (the
PreReleasee) that the PreReleasee, or
its customer, (i) owns the Shares or
Receipts to be remitted, as the case may
be, (ii) assigns all beneficial right,
title and interest in such Shares or
Receipts, as the case may be, to the
Depositary in its capacity as such and
for the benefit of the Owners, and (iii)
will not take any action with respect to
such Shares or Receipts, as the case may
be, that is inconsistent with the
transfer of beneficial ownership
(including, without the consent of the
Depositary, disposing of such Shares or
Receipts, as the case may be, other than
in satisfaction of such PreRelease), (b)
at all times fully collateralized with
cash, U.S. government securities or such
other collateral as the Depositary
determines, in good faith, will provide
substantially similar liquidity and
security, (c) terminable by the
Depositary on not more than five (5)
business days notice and (d) subject to
such further indemnities and credit
regulations as the Depositary deems
appropriate.  The number of Shares not
deposited by represented by American
Depositary Shares which are outstanding
at any time as a result of PreReleases
will not normally exceed thirty percent
(30%) of the Shares deposited under the
Deposit Agreement provided, however,
that the Depositary reserves the right to
change or disregard such limit from time
to time as it deems reasonably
appropriate, and may, with the prior
written consent of the Company, change
such limit for purposes of general
application.  The Depositary will also
set Dollar limits with respect to
PreRelease transactions to be entered
into hereunder with any particular
PreReleasee on a casebycase basis as the
Depositary deems appropriate.  For
purposes of enabling the Depositary to
fulfill its obligations to the Owners
under the Deposit Agreement, the
collateral referred to in clause (b)
above shall be held by the Depositary as
security for the performance of the
PreReleasees obligations to the
Depositary in connection with a
PreRelease transaction, including the
PreReleasees obligation to deliver
Shares or Receipts upon termination of a
PreRelease transaction (and shall not,
for the avoidance of doubt, constitute
Deposited Securities hereunder).


The Depositary may retain for its own
account any compensation received by it
in connection with the foregoing.

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

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

11.REPORTS INSPECTION OF TRANSFER BOOKS.
The Company currently furnishes the
Securities and Exchange Commission
(hereinafter called the Commission) with
certain public reports and documents
required by foreign law or otherwise
under Rule 12g32(b) under the Securities
Exchange Act of 1934.  Such reports and
communications will be available for
inspection and copying by holders and
Owners at the public reference
facilities maintained by the Commission
located at 450 Fifth Street, N.W.,
Washington, D.C. 20549.  Pursuant to
such Rule, certain of such reports and
documents will be translated into or
summarized in English.

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

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

12.DIVIDENDS AND DISTRIBUTIONS.
Whenever the Depositary receives any
cash dividend or other cash distribution
on any Deposited Securities, the
Depositary will, if at the time of
receipt thereof any amounts received in
a foreign currency can in the judgment of
the Depositary be converted on a
reasonable basis into United States
dollars transferable to the United
States, and subject to the Deposit Agree-
ment, convert such dividend or
distribution into Dollars and will
promptly distribute the amount thus
received (net of the fees of the
Depositary as provided in Section 5.09 of
the Deposit Agreement) to the Owners of
Receipts entitled thereto, provided,
however, that in the event that the
Company or the Depositary is required to
withhold and does withhold from any cash
dividend or other cash distribution in
respect of any Deposited Securities an
amount on account of taxes or other gov-
ernmental charges, the amount
distributed to the Owners of the Receipts
evidencing American Depositary Shares
representing such Deposited Securities
shall be reduced accordingly.

Subject to the provisions of Section 4.11
and 5.09 of the Deposit Agreement,
whenever the Depositary receives any
distribution other than a distribution
described in Sections 4.01, 4.03 or 4.04
of the Deposit Agreement, the Depositary
will cause the securities or property
received by it to be distributed to the
Owners of Receipts entitled thereto, in
any manner that the Depositary may deem
equitable and practicable for
accomplishing such distribution
provided, however, that if in the opinion
of the Depositary such distribution
cannot be made proportionately among the
Owners of Receipts entitled thereto, or
if for any other reason the Depositary
deems such distribution not to be
feasible, the Depositary may adopt such
method as it may deem equitable and
practicable for the purpose of effecting
such distribution, including, but not
limited to, the public or private sale of
the securities or property thus
received, or any part thereof, and the
net proceeds of any such sale (net of the
fees of the Depositary as provided in
Section 5.09 of the Deposit Agreement)
shall be distributed by the Depositary to
the Owners of Receipts entitled thereto
as in the case of a distribution received
in cash, provided that any unsold balance
of such securities or property may be
distributed by the Depositary to the
Owners entitled thereto in accordance
with such equitable and practicable
method as the Depositary shall have
adopted.

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

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

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

13.RIGHTS.
In the event that the Company shall offer
or cause to be offered to the holders of
any Deposited Securities any rights to
subscribe for additional Shares or any
rights of any other nature, the
Depositary, after consultation with the
Company, shall have discretion as to the
procedure to be followed in making such
rights available to any Owners or in
disposing of such rights on behalf of any
Owners and making the net proceeds
available in Dollars to such Owners or,
if by the terms of such rights offering
or, for any other reason, the Depositary
may not either make such rights available
to any Owners or dispose of such rights
and make the net proceeds available to
such Owners, then the Depositary shall
allow the rights to lapse provided,
however, if at the time of the offering
of any rights the Depositary determines
in its discretion, after consultation
with the Company, that it is lawful and
feasible to make such rights available to
all Owners or to certain Owners but not
to other Owners, the Depositary, after
consultation with the Company, may
distribute, to any Owner to whom it
determines the distribution to be lawful
and feasible, in proportion to the number
of American Depositary Shares held by
such Owner, warrants or other in-
struments therefor in such form as it
deems appropriate.  If the Depositary
determines in its discretion, after
consultation with the Company, that it is
not lawful and feasible to make such
rights available to certain Owners, it
may sell the rights or warrants or other
instruments in proportion to the number
of American Depositary Shares held by the
Owners to whom it has determined it may
not lawfully or feasibly make such rights
available, and allocate the net proceeds
of such sales (net of the fees of the
Depositary as provided in Section 5.09 of
the Deposit Agreement) for the account of
such Owners otherwise entitled to such
rights, warrants or other instruments,
upon an averaged or other practical basis
without regard to any distinctions among
such Owners because of exchange
restrictions or the date of delivery of
any Receipt or otherwise.  The
Depositary shall not be responsible for
any failure to determine that it may be
lawful or feasible to make such rights
available to Owners in general or any
Owner in particular.

If an Owner of Receipts requests the
distribution of warrants or other
instruments in order to exercise the
rights allocable to the American
Depositary Shares of such Owner
hereunder, the Depositary will make such
rights available to such Owner upon
written notice from the Company to the
Depositary that (a) the Company has
elected in its sole discretion to permit
such rights to be exercised and (b) such
Owner has executed such documents as the
Company has determined in its sole
discretion are required under applicable
law.  Upon instruction pursuant to such
warrants or other instruments to the
Depositary from such Owner to exercise
such rights, upon payment by such Owner
to the Depositary for the account of such
Owner of an amount equal to the purchase
price of the Shares to be received upon
the  exercise of the rights, and upon
payment of the fees of the Depositary as
set forth in such warrants or other
instruments, the Depositary shall, on
behalf of such Owner, exercise the rights
and purchase the Shares, and the Company
shall cause the Shares so purchased to be
delivered to the Depositary on behalf of
such Owner.  As agent for such Owner, the
Depositary will cause the Shares so
purchased to be deposited pursuant to
Section 2.02 of the Deposit Agreement,
and shall, pursuant to Section 2.03 of
the Deposit Agreement, execute and
deliver to such Owner Restricted
Receipts.

If registration under the Securities Act
of 1933 of the securities to which any
rights relate is required in order for
the Company to offer such rights to
Owners and sell the securities upon the
exercise of such rights, the Depositary
will not offer such rights to the Owners
unless and until such a registration
statement is in effect, or unless the
offering and sale of such securities to
the Owners of such Receipts are exempt
from registration under the provisions
of such Act.

14.CONVERSION OF FOREIGN CURRENCY.
Subject to any restriction imposed by
Peruvian laws, regulations or applicable
permits issued by any governmental body,
whenever the Depositary shall receive
foreign currency, by way of dividends or
other distributions or the net proceeds
from the sale of securities, property or
rights, and if at the time of the receipt
thereof the foreign currency so received
can in the judgment of the Depositary be
converted on a reasonable basis into
Dollars and the resulting Dollars
transferred to the United States, the
Depositary shall convert or cause to be
converted, by sale or in any other manner
that it may determine, such foreign
currency into Dollars, and such Dollars
shall be distributed to the Owners
entitled thereto or, if the Depositary
shall have distributed any warrants or
other instruments which entitle the
holders thereof to such Dollars, then to
the holders of such warrants and/or
instruments upon surrender thereof for
cancellation in whole or in part,
depending upon the terms of such warrants
or other instruments.  Such
distribution shall be made in proportion
to the number of American Depositary
Shares representing Deposited
Securities held respectively by such
Owners entitling them to such Dollars and
may be made upon an averaged or other
practicable basis without regard to any
distinctions among Owners on account of
exchange restrictions, the date of
delivery of any Receipt or otherwise and
shall be net of any expenses of
conversion into Dollars incurred by the
Depositary as provided in Section 5.09 of
the Deposit Agreement.

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

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

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

15.FIXING OF RECORD DATES.
Whenever any cash dividend or other cash
distribution shall become payable or any
distribution other than cash shall be
made, or whenever rights shall be issued
with respect to the Deposited
Securities, or whenever for any reason
the Depositary causes a change in the
number of Shares that are represented by
each American Depositary Share, or
whenever the Depositary shall receive
notice of any meeting of holders of
Shares or other Deposited Securities,
the Depositary shall fix a record date,
after consultation with the Company if
such record date is different from the
record date applicable to the Deposited
Securities, (a) for the determination of
the Owners of Receipts who shall be (i)
entitled to receive such dividend,
distribution or rights or the net
proceeds of the sale thereof or (ii)
entitled to give instructions for the
exercise of voting rights at any such
meeting, or (b) on or after which each
American Depositary Share will represent
the changed number of Shares, subject to
the provisions of the Deposit Agreement.
The Owners on such record date shall be
entitled as the case may be, to receive
the amount distributable by the
Depositary with respect to such dividend
or other distribution or such rights or
the net proceeds or sale thereof in
proportion to the number of American
Depositary Shares held by them
respectively, and to give voting
instructions to exercise the rights of
Owners hereunder with respect to such
changed number of Shares and to act in
respect of any other such matter.

16.VOTING OF DEPOSITED SECURITIES.
Upon receipt of notice of any meeting of
holders of Shares or other Deposited
Securities, if requested in writing by
the Company, the Depositary shall, as
soon as practicable thereafter, mail to
the Owners of Receipts a notice, the form
of which notice shall be subject to the
reasonable discretion of the Depositary,
which shall contain (a) such information
as is contained in such notice of meeting
received by the Depositary from the
Company, (b) a statement that the Owners
of Receipts as of the close of business
on a specified record date will be en-
titled, subject to any applicable
provision of law and of the Articles of
Association of the Company and the
provisions of the Deposited Securities,
to instruct the Depositary as to the
exercise of the voting rights, if any,
pertaining to the amount of Shares or
other Deposited Securities represented
by their respective American Depositary
Shares and (c) a statement as to the
manner in which such instructions may be
given, including, when applicable, an
express indication that instructions may
be given (or, if applicable, deemed given
in accordance with the second paragraph
of Section 4.07 of the Deposit Agreement
if no instruction is received) to the
Depositary to give a discretionary proxy
to a person designated by the Company.
Upon the written request of an Owner of
a Receipt on such record date, received
on or before the date established by the
Depositary for such purpose, the
Depositary shall endeavor insofar as
practicable and permitted under
applicable laws and the provisions of the
Articles of Association of the Company
and the provisions of the Deposited
Securities to vote or cause to be voted
the amount of Shares or other Deposited
Securities represented by such American
Depositary Shares evidenced by such
Receipt in accordance with any
nondiscretionary instructions set forth
in such request including their
instruction to give a discretionary
proxy to a person designated by the
Company and the Depositary shall not, and
the Depositary shall ensure that each
Custodian or any of its nominees shall
not, exercise any voting discretion over
any Deposited Securities.

If after complying with the procedures
set forth in this Article, the Depositary
does not receive instructions from the
Owner of a Receipt on or before the date
established by the Depositary for such
purpose, the Depositary shall give a
discretionary proxy for the Shares
evidenced by such Receipt to a person
designated by the Company.

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

18.LIABILITY OF THE COMPANY AND
DEPOSITARY.
Neither the Depositary nor the Company
nor any of their directors, employees,
agents or affiliates shall incur any li-
ability to any Owner or holder of any
Receipt, if by reason of any provision of
any present or future law or regulation
of the United States, Peru, or any other
country, or of any other governmental or
regulatory authority or stock exchange,
including NASDAQ, or by reason of any
provision, present or future, of the
Articles of Association of the Company or
by reason of any provision of any
securities issued or distributed by the
Company, or any offering or distribution
thereof, or by reason of any act of God
or war or other circumstances beyond its
control, the Depositary or the Company or
any of their directors, employees,
agents or affiliates shall be prevented,
delayed or forbidden from or be subject
to any civil or criminal penalty on
account of doing or performing any act or
thing which by the terms of the Deposit
Agreement it is provided shall be done or
performed nor shall the Depositary or the
Company incur any liability to any Owner
or holder of a Receipt by reason of any
nonperformance or delay, caused as
aforesaid, in the performance of any act
or thing which by the terms of the Deposit
Agreement it is provided shall or may be
done or performed, or by reason of any
exercise of, or failure to exercise, any
discretion provided for in the Deposit
Agreement.  Where, by the terms of a
distribution pursuant to Sections 4.01,
4.02, or 4.03 of the Deposit Agreement,
or an offering or distribution pursuant
to Section 4.04 of the Deposit Agreement,
because of applicable law or for any
other reason such distribution or offer-
ing may not be made available to Owners
of Receipts, and the Depositary may not
dispose of such distribution or offering
on behalf of such Owners and make the net
proceeds available to such Owners, then
the Depositary shall not make such
distribution or offering, and shall
allow any rights, if applicable, to
lapse.  Neither the Company nor the
Depositary assumes any obligation or
shall be subject to any liability under
the Deposit Agreement to any Owner or
holder of any Receipt except that they
agree to perform their obligations
specifically set forth in the Deposit
Agreement without negligence and to act
in good faith in the performance of such
duties.  The Depositary shall not be
subject to any liability with respect to
the validity or worth of the Deposited
Securities.  Neither the Depositary nor
the Company shall be under any obligation
to appear in, prosecute or defend any
action, suit, or other proceeding in
respect of any Deposited Security or in
respect of the Receipts, which in its
opinion may involve it in expense or
liability, unless indemnity
satisfactory to it against all expense
and liability shall be furnished as often
as may be required, and the Custodian
shall not be under any obligation
whatsoever with respect to such pro-
ceedings, the responsibility of the
Custodian being solely to the
Depositary.  Neither the Depositary nor
the Company shall be liable for any
action or nonaction by it in reliance
upon the advice of or information from
legal counsel, accountants, any person
presenting Shares for deposit, any Owner
or holder of a Receipt, or any other
person believed by it in good faith to be
competent to give such advice or
information including, but not limited
to, any such action or nonaction based
upon any written notice, request,
direction or other document believed by
it to be genuine and to have been signed
or presented by the proper party or
parties.  The Depositary shall not be
responsible for any failure to carry out
any instructions to vote any of the
Deposited Securities, or for the manner
in which any such vote is cast or the
effect of any such vote, provided that
any such action or nonaction is in good
faith.  The Depositary shall not be
liable for any acts or omissions made by
a successor depositary whether in
connection with a previous act or
omission of the Depositary or in
connection with a matter arising wholly
after the removal or resignation of the
Depositary, provided that in connection
with the issue out of which such
potential liability arises, the
Depositary performed its obligations
without negligence or bad faith while it
acted as Depositary.  The Company agrees
to indemnify the Depositary, its
directors, employees, agents and
affiliates and any Custodian against,
and hold each of them harmless from, any
liability or expense (including, but not
limited to, the reasonable fees and
expenses of counsel) which may arise out
of acts performed or omitted, in
accordance with the provisions of the
Deposit Agreement and of the Receipts, as
the same may be amended, modified, or
supplemented from time to time, (i) by
either the Depositary or any Custodian or
their respective directors, employees,
agents and affiliates, except for any
liability or expense arising out of the
negligence of any of them or the failure
of any of them to act in good faith, or
(ii) by the Company or any of its direc-
tors, employees, agents and affiliates.
No disclaimer of liability under the
Securities Act of 1933 is intended by any
provision of the Deposit Agreement.

The Company shall not indemnify the
Depositary or any Custodian against any
liability or expense arising out of
information relating to the Depositary
or any Custodian, as the case may be,
furnished in writing to the Company and
executed by the Depositary expressly for
the use in any registration statement,
prospectus or preliminary prospectus
relating to the Shares evidenced by the
American Depositary Shares.

19.RESIGNATION AND REMOVAL OF THE
DEPOSITARY APPOINTMENT OF SUCCESSOR
CUSTODIAN.
The Depositary may at any time resign as
Depositary hereunder by written notice
of its election to do so delivered to the
Company effective upon the appointment
of a successor depositary and such
successor depositarys acceptance of its
appointment as hereinafter provided.
The Depositary may at any time be removed
by the Company by written notice of such
removal effective upon the appointment
of a successor depositary and such
successor depositarys acceptance of its
appointment as hereinafter provided.
In case at any time the Depositary shall
resign or be removed, the Company shall
use its best efforts to appoint a
successor depositary, which shall be a
bank or trust company having an office in
the Borough of Manhattan, The City of New
York.  Every successor depositary shall
execute and deliver to its predecessor
and to the Company an instrument in
writing accepting its appointment
hereunder, and thereupon such successor
depositary, without any further act or
deed, shall become fully vested with all
the rights, powers, duties and
obligations of its predecessor but such
predecessor, nevertheless, upon payment
of all sums due it and on the written
request of the Company, shall execute and
deliver an instrument transferring to
such successor all rights and powers of
such predecessor hereunder, shall duly
assign, transfer and deliver all right,
title and interest in the Deposited
Securities to such successor, and shall
deliver to such successor a list of the
Owners of all outstanding Receipts.  Any
such successor depositary shall promptly
mail notice of its appointment to the
Owners.  Whenever the Depositary in its
discretion determines that it is in the
best interest of the Owners of Receipts
to do so, it may appoint a substitute or
additional custodian or custodians.

20.AMENDMENT.
The form of Receipts and any provision of
the Deposit Agreement may at any time and
from time to time be amended by agreement
between the Company and the Depositary in
any respect which they may deem necessary
or desirable.  Any amendment which shall
impose or increase any fee or charge
(other than taxes and other governmental
charges), or which shall otherwise
prejudice any substantial existing right
of Owners of Receipts, shall, however,
not become effective as to outstanding
Receipts until the expiration of a thirty
days notice period following notifi-
cation pursuant to Section 7.05 of the
Deposit Agreement of any such amendment
to Owners of outstanding Receipts.
Every Owner of a Receipt at the time any
amendment so becomes effective shall be
deemed, by continuing to hold such
Receipt, to consent and agree to such
amendment and to be bound by the Deposit
Agreement as amended thereby.  In no
event shall any amendment impair the
right of the Owner of any Receipt to
surrender such Receipt and receive
therefor the Deposited Securities repre-
sented thereby except in order to comply
with mandatory provisions of applicable
law.

21.TERMINATION OF DEPOSIT AGREEMENT.
The Depositary shall at any time at the
direction of the Company terminate the
Deposit Agreement by mailing notice of
such termination to the Owners of all
Receipts then outstanding at least 30
days prior to the date fixed in such
notice for such termination.  The
Depositary may likewise terminate the
Deposit Agreement by mailing notice of
such termination to the Company and the
Owners of all Receipts then outstanding
if at any time 60 days shall have expired
after the Depositary shall have de-
livered to the Company a written notice
of its election to resign and a successor
depositary shall not have been appointed
and accepted its appointment as provided
in Section 5.04 of the Deposit Agreement.
On and after the date of termination, the
Owner of a Receipt will, upon (a)
surrender of such Receipt at the
Corporate Trust Office of the
Depositary, (b) payment of the fee of the
Depositary for the surrender of Receipts
referred to in Section 2.05 of the
Deposit Agreement, and (c) payment of any
applicable taxes or governmental
charges, be entitled to delivery, to him
or as ordered by him, of the amount of
Deposited Securities represented by the
American Depositary Shares evidenced by
such Receipt.  If any Receipts shall
remain outstanding after the date of
termination, the Depositary thereafter
shall discontinue the registration of
transfers of Receipts, shall suspend the
distribution of dividends to the Owners
thereof, and shall not give any further
notices or perform any further acts under
the Deposit Agreement, except that the
Depositary shall continue to collect
dividends and other distributions
pertaining to Deposited Securities,
shall sell property and rights as
provided in the Deposit Agreement, and
shall continue to deliver Deposited
Securities, together with any dividends
or other distributions received with
respect thereto and the net proceeds of
the sale of any rights or other property,
in exchange for Receipts surrendered to
the Depositary (after deducting, in each
case, the fee of the Depositary for the
surrender of a Receipt, any expenses for
the account of the Owner of such Receipt
in accordance with the terms and
conditions of the Deposit Agreement, and
any applicable taxes or governmental
charges).  At any time after the
expiration of one year from the date of
termination, the Depositary may sell the
Deposited Securities then held under the
Deposit Agreement and may thereafter
hold uninvested the net proceeds of any
such sale, together with any other cash
then held by it thereunder, unsegregated
and without liability for interest, for
the pro rata benefit of the Owners of
Receipts which have not theretofore been
surrendered, such Owners thereupon
becoming general creditors of the
Depositary with respect to such net
proceeds.  After making such sale, the
Depositary shall be discharged from all
obligations under the Deposit Agreement,
except to account for such net proceeds
and other cash (after deducting, in each
case, the fee of the Depositary for the
surrender of a Receipt, any expenses for
the account of the Owner of such Receipt
in accordance with the terms and
conditions of the Deposit Agreement, and
any applicable taxes or governmental
charges).  Upon the termination of the
Deposit Agreement, the Company shall be
discharged from all obligations under
the Deposit Agreement except for its
obligations to the Depositary with
respect to indemnification, charges, and
expenses.  The obligations of the
Depositary under Section 5.08 of the
Deposit Agreement shall survive the
termination of the Deposit Agreement.

22.COMPLIANCE WITH U.S. SECURITIES LAWS.
Notwithstanding any terms of this
Receipt or the Deposit Agreement to the
contrary, the Company and the Depositary
have each agreed that it will not
exercise any rights it has under the
Deposit Agreement or the Receipt to
prevent the withdrawal or delivery of
Deposited Securities in a manner which
would violate the United States
securities laws, including, but not lim-
ited to Section I A(1) of the General
Instructions to the Form F6 Registration
Statement, as amended from time to time,
under the Securities Act of 1933.

23.DISCLOSURE OF INTERESTS.
The Company may from time to time request
Owners to provide information as to the
capacity in which such Owners own or
owned Receipts and regarding the
identity of any other persons then or
previously interested in such Receipts
and the nature of such interest and
various other matters.  Each Owner
agrees to provide any information
requested by the Company or the
Depositary pursuant to this Article 23.
The Depositary agrees to comply with
reasonable written instructions
received from the Company requesting
that the Depositary forward any such
requests to the Owners and to forward to
the Company any such responses to such
requests received by the Depositary.

The Depositary and the Company hereby
confirm to each other that, for as long
as this Deposit Agreement is in effect,
they shall furnish to the Comision
Nacional Supervisora de Empresas y
Valores (CONASEV) and the Bolsa de
Valores de Lima (Lima Stock Exchange) any
information and documents related to the
Receipts and the Depositarys obligations
hereunder as may be requested by such
authorities from time to time, whether
such information and documents are
requested from the Depositary or the
Company.


(ASSIGNMENT AND TRANSFER SIGNATURE
LINES)
NOTE	The signature to any endorsement
hereon must correspond with the name as
written upon the face of this Receipt in
every particular, without alteration or
enlargement or any change whatever.

If the endorsement be executed by an
attorney, executor, administrator,
trustee or guardian, the person
executing the endorsement must give his
full title in such capacity and proper
evidence of authority to act in such
capacity, if not on file with the
Depositary, must be forwarded with this
Receipt.

All endorsements or assignments of
Receipts must be guaranteed by an
eligible guarantor institution
(including, but not limited to, a New
York Stock Exchange member firm or member
of the Clearing House of the American
Stock Exchange Clearing Corporation or
by a bank or trust company having an
office or correspondent in The City of
New York) meeting the requirements of the
Depositary, which requirements will
include membership or participation in
STAMP or such other signature guarantee
program as may be determined by the
Depositary in addition to, or in
substitution for, STAMP, all in
accordance with the Securities Exchange
Act of 1934, as amended.















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